/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/191206.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, December 6, 2019, Vol. 23, No. 339 Headlines 53 STANHOPE: Hires Hutman & Hutman as Accountants AB KITCHEN CABINETS: Allowed to Use Cash Collateral Until Jan. 31 ACOSTA INC: Files Voluntary Chapter 11 Bankruptcy Petition AMWINS GROUP: Moody's Rates $250MM Sr. Unsec. Notes 'B3' ASCENT INDUSTRIES: CCAA Court Accepts Plan of Compromise BOSTON EAST TYNGSBORO: Case Summary & 20 Top Unsecured Creditors CANISTER INTERNATIONAL: Moody's Assigns B2 CFR, Outlook Stable CARROUSEL THERAPY: Seeks Court Approval to Hire Accountant CF INDUSTRIES: Fitch Affirms BB+ IDR & Alters Outlook to Positive CHESAPEAKE ENERGY: Moody's Rates Proposed $1.5B Term Loan B3 CIVITAS HEALTH: Seeks to Hire McCreedy Law Group as New Counsel CLEVELAND-CLIFFS INC: Moody's Reviews B1 CFR for Downgrade CLIFS INC: Case Summary & 10 Unsecured Creditors CONTAINER STORE: Moody's Alters Outlook on B2 CFR to Stable CORSAIR GAMING: Moody's Affirms B2 CFR, Outlook Stable DADONG CATERING: Hires Akerman LLP as Counsel DADONG CATERING: Hires Moecker Auctions to Sell Restaurant DUNCAN MORGAN: Trustee Seeks Approval to Hire Real Estate Broker EVERI HOLDINGS: Fitch Assigns B+ LT IDR, Outlook Stable FCPR ACQUISITION: Taps Bertari President Garrick Infanger as CRO FIRST FLORIDA: Seeks to Hire McCumber Daniels as Special Counsel FRICTIONLESS WORLD: Committee Taps Archer & Greiner as Counsel FRICTIONLESS WORLD: Committee Taps Holland & Hart as Local Counsel GALVESTON BAY PROPERTIES: Kell C. Mercer Okayed Co-Bankr. Counsel HOSTESS BRANDS: Moody's Affirms B1 CFR, Outlook Stable ITHRIVE HEALTH: Seeks Authorization to Use Cash Collateral JAGGED PEAK: Committee Taps McDonald Carano as Local Counsel JAGUAR HEALTH: Reports $11.7 Million Net Loss for Third Quarter JOHN B. TALLENT: FNB Wants to Prohibit Cash Collateral Use MARKPOL DISTRIBUTORS: May Continue Cash Use Through Feb. 29 MEADE INSTRUMENTS: Case Summary & 20 Largest Unsecured Creditors MEDICAL SIMULATION: Seeks to Hire Shapiro Bieging as Legal Counsel METROPOLITAN COLLEGE: Fitch Assigns BB IDR, Outlook Stable NEWSCO INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors O'HARE FOUNDRY: Seeks Approval to Hire Fractional CFO OFFSHORE MARINE: Case Summary & 20 Largest Unsecured Creditors OMNICHOICE HEALTH: Payments from Star Medical to Fund Plan PACIFIC CONSTRUCTION: To Present Plan for Confirmation Dec. 19 PEN INC: Tama Budaj & Raab Raises Going Concern Doubt PLAYTIKA HOLDING: Moody's Lowers CFR to B1, Outlook Stable PURADYN FILTER: Incurs $431,651 Net Loss in Third Quarter QUAD/GRAPHICS INC: Moody's Cuts CFR to B1; Alters Outlook to Stable RAYBAR INC: Case Summary & 14 Unsecured Creditors RENFRO CORP: Moody's Cuts CFR to Caa1, Outlook Negative SIGMA LOGISTICS: Case Summary & 20 Largest Unsecured Creditors STURDIVANT TAYLOR: Allowed to Use BankFirst Cash Collateral STURDIVANT TAYLOR: May Continue Using BankPlus Cash Collateral SUPPERTIME INC: Seeks Authorization to Use Cash Collateral THREESQUARE: Employs Turner & Johns, PLLC as its Attorneys THURSTON MANUFACTURING: May Use Cash Collateral Until Feb. 29 TOUCHPOINT GROUP: Reports $3.9 Million Net Loss for Third Quarter TREESIDE CHARTER SCHOOL: Hires Piercy Bowler as Financial Advisors VETERINARY CARE: Seeks to Hire Okin Adams as Legal Counsel VILLAS OF WINDMILL: Trustee Taps Ronald Lewis as Special Counsel VILLAS OF WINDMILL: Trustee Taps Treasure Coast as Special Counsel VINSICK FOODS: Has Permission to Use Cash Collateral WALKER COUNTY HOSPITAL: Seeks to Hire Waller Lansden as Counsel WALKER ENVIRONMENTAL: Voluntary Chapter 11 Case Summary WALKER INVESTMENT: Case Summary & 20 Largest Unsecured Creditors WD-I ASSOCIATES: Drayton-Parker Opposes Sale to Mid-Atlantic [^] BOOK REVIEW: Hospitals, Health and People ********* 53 STANHOPE: Hires Hutman & Hutman as Accountants ------------------------------------------------- 53 Stanhope LLC and its debtor-affiliates sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Hutman & Hutman, Certified Public Accountants, as their accountants. The professional services Hutman will be required to render include, but are not limited to general accounting and tax return preparation. The firm's hourly rates are $350 per hour for Jacob Hutman, and $275 per hour for staff accountants. The firm will also seek reimbursement for out of pocket expenses such as out of pocket travel expenses in the amount incurred, filing fees in the amount incurred. To the best of each Debtor's knowledge, Hutman and its employees have no connection with, and no interests adverse to, the Debtor, its creditors, other parties in interest, or their respective attorneys or accountants, except that Hutman was the Debtor's pre-petition accountant. The firm may be reached at: Jacob Hutman Hutman, Certified Public Accountants 435 E County Line Rd Lakewood, NJ 08701 About 53 Stanhope LLC 53 Stanhope LLC and 17 affiliates are primarily engaged in renting and leasing real estate properties. 53 Stanhope LLC and its affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23013) on May 20, 2019. The petitions were signed by David Goldwasser, authorized signatory of GC Realty Advisors. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, represents the Debtors as counsel. Each of the Debtors is an affiliate of 73 Empire Development LLC, which sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 19-22285) on Feb. 21, 2019. Backenroth Frankel also serves as counsel to 73 Empire Development but its case is not jointly administered with those of 53 Stanhope et al. AB KITCHEN CABINETS: Allowed to Use Cash Collateral Until Jan. 31 ----------------------------------------------------------------- Judge David T. Thuma of the U.S. Bankruptcy Court for the District of New Mexico authorized AB Kitchen Cabinets, Inc. to use cash collateral to pay the expenses as set out on the budget, for the period of Oct. 24 through Jan. 31, 2020, as long as the Debtors comply with the provisions of the Order. The Debtor will timely file operating reports showing monthly income and expenditures, including legible copies of all DIP account statements, checks and items. About AB Kitchen Cabinets AB Kitchen Cabinets operates a home furniture business in Hobbs, New Mexico, with a single location and three employees, including the principals of the company, Javier Bustillos and Maeda Bustillos. The Debtor sought Chapter 11 protection (Bankr. D.N.M. Case No. 19-11890) on Aug. 16, 2019. At the time of filing, the Debtor was estimated to have assets and liabilities of less than $500,000. The petition was signed by Maeda Bustillos, co-owner. The Debtor retained NM Financial Law, P.C., as counsel; and Jay Collins and The Financial Firm LLC, as financial advisor and accountant. ACOSTA INC: Files Voluntary Chapter 11 Bankruptcy Petition ---------------------------------------------------------- Acosta Inc. and its U.S. affiliates on Dec. 1 filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the District of Delaware. The Company said, "We took this action to implement the comprehensive reorganization and recapitalization that we announced on November 8, 2019. We are pleased to have received overwhelming support from our creditors for our plan. With this necessary support secured, we expect to complete the Chapter 11 process quickly. Once we do, we will have an enhanced ability to make critical investments in our business and drive sales and market penetration for our clients and customers." Acosta Inc. -- http://www.acosta.com/-- provides a range of outsourced sales, marketing and retail merchandising services throughout the U.S., Canada and Europe. For 90 years, Acosta has led the industry in helping consumer packaged goods companies move products off shelves and into shoppers' baskets. Acosta and its lenders have agreed to implement the restructuring through the "pre-packaged" Plan. Accordingly, Acosta and its U.S. affiliates intend to file voluntary Chapter 11 petitions. Acosta's non-U.S. subsidiaries and affiliates are not expected to be included in the upcoming filing or affected by the Chapter 11 process. Having already received support for the Plan from a supermajority of both its lenders and noteholders, the Company expects to complete the restructuring process quickly. On Nov. 8, 2019, Anna Holdings, Inc. and certain of its affiliates commenced a solicitation of votes on the Debtors' Joint Prepackaged Chapter 11 Plan of Reorganization from Holders of First Lien Claims and Holders of Senior Notes Claims (as defined in the Plan). Anna Holdings, Inc. is the parent company of Acosta. Kirkland & Ellis LLP is acting as legal counsel for the Company, PJT Partners, Inc. as financial advisor, and Alvarez & Marsal as restructuring advisor. Davis Polk & Wardwell LLP is acting as legal counsel for an ad hoc group of lenders and Centerview Partners is acting as financial advisor. White & Case LLP is acting as legal counsel for certain supporting creditors. Sullivan & Cromwell LLP is acting as legal counsel for certain other supporting creditors. Prime Clerk LLC is the claims agent. AMWINS GROUP: Moody's Rates $250MM Sr. Unsec. Notes 'B3' -------------------------------------------------------- Moody's Investors Service assigned a B3 rating to $250 million of new senior unsecured notes being issued by AmWINS Group, Inc. (B1 corporate family rating). The company is also borrowing an incremental $250 million under its senior secured first-lien term loan (rated Ba3). AmWINS will use net proceeds from the borrowings to pay a $500 million distribution to shareholders. The rating outlook for AmWINS is unchanged at stable. RATINGS RATIONALE While the issuance of debt to fund a shareholder dividend is credit negative, AmWINS' financial leverage will remain in the range of rating expectations following the transaction, said Moody's, and the company has a good record of reducing leverage through earnings and free cash flow. Based on Moody's estimates (which incorporate standard accounting adjustments), the pending transaction will increase AmWINS' debt-to-EBITDA ratio to nearly 6x, with (EBITDA - capex) interest coverage remaining above 3x and free-cash-flow-to-debt remaining in the mid-single digits. AmWINS' ratings reflect its market position as the largest US property & casualty wholesale broker; its diversification across clients, retail producers, insurance carriers and product lines; and its healthy EBITDA margins. The company has achieved solid organic growth and consistent profitability supported by effective technology investments, high employee retention and an opportunistic acquisition strategy. These strengths are offset by the company's significant debt burden, integration risk associated with acquisitions, and potential liabilities arising from errors and omissions, a risk inherent in professional services. Factors that could lead to an upgrade of AmWINS' ratings include: (i) continued profitable growth, (ii) debt-to-EBITDA ratio below 4.5x, (iii) (EBITDA - capex) coverage of interest exceeding 3.5x, and (iv) free-cash flow-to-debt ratio above 8%. Factors that could lead to a downgrade of AmWINS' ratings include: (i) debt-to-EBITDA ratio above 6x, (ii) (EBITDA - capex) coverage of interest below 2.5x, or (iii) free-cash-flow-to-debt ratio below 5%. Moody's has assigned the following rating (and loss given default (LGD) assessment): $250 million senior unsecured notes maturing July 2026 at B3 (LGD6). The following AmWINS' ratings (and loss given default (LGD) assessments) remain unchanged: Corporate family rating at B1; Probability of default rating at B1-PD; $125 million (undrawn at September 30, 2019) senior secured first-lien revolving credit facility maturing January 2023 at Ba3 (LGD3); $1.8 billion (including pending $250 million increase) senior secured first-lien term loan maturing January 2024 at Ba3 (LGD3); $300 million existing senior unsecured notes maturing July 2026 at B3 (LGD6). The rating outlook for AmWINS is unchanged at stable. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. Headquartered in Charlotte, North Carolina, AmWINS is a leading wholesale distributor of specialty insurance products and services. The company generated revenues of $1.3 billion for the 12 months through September 2019. ASCENT INDUSTRIES: CCAA Court Accepts Plan of Compromise -------------------------------------------------------- Ascent Industries Corp. on Dec. 2 disclosed that the Company and certain of its affiliates obtained an order on Nov. 22, 2019 from the Supreme Court of British Columbia: (i) accepting the filing of a consolidated plan of compromise, arrangement and reorganization under the Companies' Creditors Arrangement Act ("CCAA") by the Applicants; (ii) authorizing the Applicants to establish one class of Affected Creditors (as defined in the Plan) in the Plan for the purposes of considering and voting on the Plan; (iii) authorizing and directing the Applicants to call, hold and conduct a meeting of Affected Creditors to consider and vote on a resolution to approve the Plan; (iv) approving the procedures to be followed with respect to the calling and conduct of the Creditors' Meeting; and (v) extending the stay of proceedings provided by the initial order of the Court dated March 1, 2019 until January 29, 2020. The purpose of the Plan is to resolve all Affected Claims against the Applicants in order to maximize recovery for Affected Creditors and to enable the Company to reinvigorate and expand its business pursuant to its long-term plans. If approved at the Creditors' Meeting, the Plan will compromise, discharge and release all Affected Claims against the Applicants. The Plan provides that: -- each Affected Creditor with an Affected Claim that is equal to or less than $11,100, or that elects to, in accordance with the terms of the Plan, reduce its Affected Claim to $11,100 for distribution purposes, will receive on the Effective Date (as defined in the Plan) a cash distribution in an amount equal to the lesser of: (i) the amount of the Affected Claim; and (ii) $11,100; and -- each Affected Creditor with an Affected Claim of more than $11,100 and that does not elect to reduce its Affected Claim to $11,100 will receive: (i) on the Effective Date, a cash distribution in an amount equal to 51 cents ($0.51) for every dollar of its Affected Claim; and (ii) provided the Affected Creditor is eligible and has made a valid election pursuant to the terms of the Plan, as soon as reasonably practicable after the Effective Date, its pro-rata share of a pool of Ascent common shares, which will represent 10% of the total number of Ascent common shares issued and outstanding (on a post-distribution basis). The Meeting Order provides that the Creditors' Meeting will be held on December 12, 2019 at 9:00 a.m. (Vancouver time). In order to be approved, the Plan must receive the affirmative vote of a majority in number of Affected Creditors, who represent at least two-thirds in value of the Affected Claims, who actually vote, or who, under the terms of the Plan, are deemed to have voted on the resolution approving the Plan at the Creditors' Meeting (in person or by proxy or by ballot). Holders of Ascent common shares are not entitled to vote at the Creditors' Meeting, except in accordance with the terms of the Plan in their capacity as holders of Affected Claims and/or Disputed Claims (as defined in the Plan), if applicable. "After considerable consultation with key stakeholders, we have built what we believe is a fair and reasonable consolidated plan of compromise, arrangement and reorganization," said Paul Dillman, Chief Executive Officer of Ascent. "If approved by the Court and Affected Creditors, the Plan will support Ascent's exit from CCAA, allowing Ascent to use its remaining funds and assets to establish a sustainable business with headquarters in Canada and operations in the United States, which focuses on participation in the high potential THC market in Nevada and the higher potential hemp CBD market across the entire United States." Added Mr. Dillman, "The Plan also includes the resolution, solely for the purposes of the Plan, of two key claims of entities known as Green Sage and Trek Global." Implementation of the Plan is subject to, among other things, the approval of the Plan by the requisite number of Affected Creditors at the Creditors' Meeting, fulfillment or waiver of certain conditions set out in the Plan, and the Court's approval and sanction of the Plan. A sanction hearing for the Court to consider the Plan is scheduled for December 19, 2019. Provided all conditions to the Plan are met or waived, and the Plan receives the necessary creditor support and is sanctioned by the Court, it is anticipated that the Plan could become effective on or prior to December 31, 2019. Pursuant to the Initial Order, the Court appointed Ernst & Young Inc. as monitor (the "Monitor") of the Applicants. Copies of the Plan and other meeting materials relating to the Creditors' Meeting, including the Meeting Order, the Plan information letter and the Monitor's report to the Court, and other Court materials and information relating to the Plan and the CCAA proceedings, all as may be updated or amended from time to time, are available on the Monitor's website at www.ey.com/ca/ascent All inquiries regarding the Company's proceedings under the CCAA should be directed to the Monitor by mail at Ernst & Young Inc., Pacific Centre, 700 West Georgia Street, P.O. Box 10101, Vancouver, British Columbia, Canada, V7Y 1C7, Attention: Jason Eckford, or by e-mail at jason.eckford@ca.ey.com. The aforementioned summary of the material terms of the Plan is not comprehensive, and is qualified in its entirety by reference to the full text of the Plan. BI-WEEKLY DEFAULT STATUS REPORT The Company provides this default status report pursuant to National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-203") and applicable policy of the British Columbia Securities Commission which applies to companies, such as Ascent, that are the subject of CCAA proceedings. On May 16, 2019, the Company announced that its audited annual financial statements for the year ended December 31, 2018, including the related management discussion & analysis, and accompanying CEO and CFO certifications (collectively, the "Annual Filings") were not filed by the required filing deadline of April 30, 2019. As of Dec. 2, the Company has not filed: (i) its interim financial statements for the three month period ended March 31, 2019 and related management discussion & analysis and accompanying CEO and CFO certifications; and (ii) its interim financial statements for the three month period ended June 30, 2019 and related management discussion & analysis and accompanying CEO and CFO certifications (collectively, the "Interim Filings") prior to the filing deadlines prescribed under National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102"). Ascent is currently involved in CCAA proceedings. Ascent is required to file bi-weekly default status reports in accordance with NP 12-203 until such time that the CCAA proceeding is concluded or until the defaults in filing the Annual Filings and Interim Filings are remedied. The Company confirms that, since its last news release dated October 30, 2019, there have been no failures by it in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines under NP 12-203, other than its failure to file a bi-weekly default status report within two weeks of its October 30[th], 2019 press release. The Company intends to file the Annual Filings and Interim Filings as soon as possible. About Ascent Industries Corp. The Company's operations currently include facilities Oregon and Nevada in the United States. In the United States, the Company holds licenses in Oregon (for processing and for distribution of cannabis to any licensed entity in the state) and in Nevada (for cultivation and for production, processing and wholesale distribution of cannabis). BOSTON EAST TYNGSBORO: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Boston East Tyngsboro Holdings LLC 160 Pawtucket Blvd Tyngsboro, MA 01879 Case No.: 19-41901 Business Description: Boston East Tyngsboro Holdings LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Boston East Tyngsboro is the fee simple owner of Stonehedge Inn & Spa, The Stonehedge Hotel & Spa, and NoLo Bistro & Bar. Chapter 11 Petition Date: December 4, 2019 Court: United States Bankruptcy Court District of Massachusetts (Worcester) Judge: Hon. Elizabeth D. Katz Debtor's Counsel: Jesse I. Redlener, Esq. ASCENDANT LAW GROUP, LLC 204 Andover Street, Suite 401 Andover, MA 01810 Tel: 978-409-2038 Email: jredlener@ascendantlawgroup.com Total Assets: $7,127,900 Total Liabilities: $4,297,915 The petition was signed by Abhijit Das, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mab19-41901.pdf CANISTER INTERNATIONAL: Moody's Assigns B2 CFR, Outlook Stable -------------------------------------------------------------- Moody's Investors Service assigned first-time ratings to Canister International Group Inc., including a B2 Corporate Family Rating, a B2-PD Probability of Default Rating and a B2 senior secured first-lien term loan rating and a B2 revolving credit facility rating. In October 2019, an affiliate of Cerberus Capital Management, L.P. entered into a definitive agreement to acquire the North American and Japanese closures businesses of Reynolds Group Holdings Limited. The proceeds of the new $445 million term loan along with the sponsor's equity contribution will be used to finance the acquisition of North American and Japan closures businesses of Reynolds Group Holdings Limited by the sponsor. The outlook is stable. Assignments: Issuer: Canister International Group Inc. Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Senior Secured Term Loan, Assigned B2 (LGD3) Senior Secured Revolving Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: Canister International Group Inc. Outlook, Assigned Stable RATINGS RATIONALE The B2 corporate family rating reflects the company's small scale relative to rated competitors, low organic volume growth due to concentration in carbonated beverages (37% of sales), high customer concentration and risks related to a transition to a stand-alone company. CIG generates the majority of its revenue and earnings in the mature North American market, which has faced a decline in carbonated soft drink consumption during the past decade and Moody'sexpects this trend to continue. The company has limited exposure to international markets, where carbonated soft beverages are still growing, also constraining its organic growth potential. Carbonated drinks manufacturers have branched out to alternative beverages or water, which has allowed CIG to maintain generally flat volumes and the company has also pursued growth in adjacent markets such as food. Given the primary market it serves, CIG's customer base is very concentrated with the top 10 customers accounting for over 70% of sales and the largest one, Coca-Cola accounting for about a quarter of its sales or about a third of sales if Coca-Cola's Mexico and Costa Rica bottling operations are included. The top two, Coca-Cola and Pepsi account for about 40% of total sales. While having long-term relationships with market leaders is credit positive, CIG also faces risks to volume due to market share shifts between its major customers or a potential volume loss if a customer shifts to an alternative supplier, although that does not happen often. CIG also provides bottling machinery and services which strengthens its relationship with customers. The company needs to continue to invest to win new volume as customers have transitioned to one-piece closures from two-piece closures to cut costs or to pursue new business opportunities in adjacent markets. Credit metrics (pro forma Moody's adjusted debt/EBITDA of 4.7 times in the twelve months ended September 30, 2019 and EBITDA/Interest of approximately 3 times) are strong for the rating and free cash flow should improve significantly and support deleveraging once the company completes its growth capital projects planned over the next two years. The credit profile also benefits from leading positions in the closures market, ability to pass-through raw material cost increases and long-term relationships with customers. Increasing consumer and regulatory concerns about single-use plastics and waste could change the operating environment and impact demand in the future. Packaging companies may have higher costs to manufacture products with higher recycled content or biodegradable plastics. Moreover, many of CIG's top customers have adopted various sustainability targets including recycled content in their products. Moody'sbelieves CIG's management has some expertise in including post-recycled content in its closures and will be working with its customers to meet changing requirements. For example, all of its closures can be recycled, although one-piece closures are more easily recyclable, and all closures can have post-consumer content. Nevertheless, Moody'sdoes see some risks to volume due to a possible substitution of some beverages into cans or consumer shifts away from single-use plastics. In addition, carbonated beverage volumes will continue to decline due to increasing health awareness and consumer concerns about sweetened beverages or introductions of taxes on soft beverages or their sweeteners in some US municipalities and Mexico. CIG's private-equity ownership carries risks of an aggressive financial policy, which could include debt-funded acquisitions or dividends. In addition, the transaction faces typical risks related to a transition to a standalone business. CIG's current management will stay on after the sale is completed, which should lower transition risks, and the company will have various service agreements with Reynolds Group Holdings lasting 18-24 months to support its transition. The company plans to end the transition service agreements within 12 months, but will continue to provide IT services to the remaining Reynolds' closures business in EMEA and Latin America for up to 36 months. The stable outlook reflects expectations that the company will be able to maintain current volumes, execute on its growth plan and transition to a standalone company while maintaining strong credit metrics and good liquidity. Moody's could upgrade the company's credit rating if the company increases its scale and reduces its customer or product concentration. The upgrade would also require the company to improve volumes, while maintaining strong credit metrics with Debt/EBITDA below 5 times, EBITDA/Interest above 3.5 times and funds from operations to debt above 10%. 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/EBITDA rises above 6 times and free cash flow is consistently negative. The company is projected to have good liquidity. Pro forma for the transaction, the company is expected to have $25 million of cash on hand as of September 30, 2019. The cash is mostly held overseas. The company is projected to have access to a $80 million five year revolver, which will be undrawn at close. Moody's expects positive but small amount of free cash flow in 2020 and 2021 due to capital investments intended to support volume and earnings growth as well as one-time carve-out related operating costs. Annual amortization is approximately $4.45 million a year. Based on draft terms, the revolver will have a springing first lien leverage covenant if the revolver is more than 35% drawn. Covenant levels are expected to be set with a 35% cushion. There will be no maintenance financial covenants on the term loan. The majority of assets is encumbered leaving limiting alternative liquidity. Headquartered in Memphis, Tennessee, Canister International Group, Inc. is primarily a beverage closures manufacturer with leading market positions in North America and Japan. In October 2019, an affiliate of Cerberus Capital Management, L.P. agreed to acquire the North American, Costa Rican and Japanese closure businesses from Reynolds Group Holdings Limited for $615 million, subject to closing adjustments. Cerberus expects the transaction to close in the fourth quarter of 2019. Reynolds Group will retain its closure businesses in Europe, Middle East, Egypt and South America. CIG operates eight manufacturing facilities in the U.S., Mexico, Costa Rica, China and Japan. The company had sales of approximately $605 million in the twelve months ended September 30, 2019. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in May 2018. CARROUSEL THERAPY: Seeks Court Approval to Hire Accountant ---------------------------------------------------------- Carrousel Therapy Center Corporation seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire an accountant. In an application filed in court, the Debtor proposes to employ Gustavo Torres, a certified public accountant, to assist in the preparation of monthly operating reports, tax returns and documents necessary to confirm a Chapter 11 plan, and to provide general accounting services. The Debtor will pay the accountant at these rates: Staff Accounting/Bookkeeping $75 per hour Accounting/Consulting $275 per hour Court Attendance/Testimony $100 per hour Mr. Torres disclosed in court filings that he is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Torres maintains an office at: Gustavo Torres CPA 109 Beaumont Avenue Kissimmee, FL 34741 Phone: (407) 913-9611 About Carrousel Therapy Center Corp. Carrousel Therapy Center Corporation -- https://www.carrouseltherapycenter.com -- offers interdisciplinary and centralized pediatric therapies and behavioral health services for children, adults, and families. Carrousel Therapy Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07009) on Oct. 25, 2019. At the time of the filing, the Debtor had estimated assets of between $100,000 and $500,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Cynthia C. Jackson. The Debtor tapped Aldo G. Bartolone, Jr., Esq., at Bartolone Law, PLLC, as its legal counsel. CF INDUSTRIES: Fitch Affirms BB+ IDR & Alters Outlook to Positive ----------------------------------------------------------------- Fitch Ratings affirmed the Issuer Default Ratings of CF Industries Holdings, Inc. and CF Industries, Inc. at 'BB+'. Fitch revised the Rating Outlook to Positive from Stable to reflect debt repayment of $750 million this year, product price improvement on the back of nitrogen fertilizer supply rationalization, and reduced absolute dividends and distributions following share repurchases and the purchase of the minority interests in Terra Nitrogen Company, LP. For the LTM ended Sept. 30, 2019, FFO-adjusted net leverage was 2.8x and is expected to drop to 2.6x by the end of 2020. Fitch expects operating EBITDA of roughly $1.7 billion for each of 2019 and 2020 compared with LTM Sept. 30, 2019 operating EBITDA of about $1.9 million. KEY RATING DRIVERS De-leveraging: CF Industries repaid $1.1 billion in debt in 2017 and will repay $750 million in debt in the fourth-quarter of 2019. In addition, Fitch assumes that the remaining $250 million 3.4% senior secured notes due in 2021 will be repaid with cash on hand. Fitch believes FFO-adjusted net debt best reflects CF's leverage because it captures distributions to CHS Inc. (LTM Sept. 30, 2019 $186 million) and cash-build in advance of debt maturities. Fitch expects FFO-adjusted net leverage to drop below 2.6x after 2020 assuming share repurchases at about $1 billion for the three years ending Dec. 31, 2021. Size, Scale, Low Cost: CF Industries Holdings, Inc. benefits from its position as the largest nitrogen fertilizer producer in North America and world's largest ammonia producer, as well as its position as one of the lower cost producers globally, given the shale gas advantage. The company operates five nitrogen fertilizer production facilities in the U.S., two in Canada and two in the U.K. CF accounted for roughly 41% of North American ammonia capacity in 2018. The bulk of the company's urea production is first quartile and the bulk of ammonia production is in the lowest half of the global cost curve per CRU. Stabilizing Market: Fitch believes nitrogen fertilizer prices have bottomed and should improve longer term on modest demand growth and supply rationalization. Further recovery in domestic nitrogen fertilizer prices will be influenced by a shift in planting from soybeans to corn, which should drive higher demand. Price recovery could be constrained by periods of low oil or APAC coal prices as a result of these higher cost feedstocks influencing the marginal cost of U.S. nitrogen fertilizer imports. The U.S. market benefits from the U.S. being a net importer of nitrogen fertilizers with low cost production based on low natural gas prices (primary feedstock). Fitch's nitrogen fertilizer price assumptions (published Aug. 20, 2019) and natural gas price assumptions (published Sept. 30, 2019) are as follows: -- Ammonia - FOB Black Sea $/tonne: $230 in 2019; $255 in 2020; $270 in 2021. -- Urea - FOB Black Sea $/tonne: $250 in 2019; $255; in 2020; $260 in 2021. -- Natural Gas Henry Hub $/mcf: $2.75 in 2019; $2.75 in 2020; $2.75 in 2021. Strong FCF: Spending on expansion projects at CF's Port Neal, IA, and Donaldsonville, LA, facilities is complete and annual capital spending in 2019 and thereafter should remain in the $450 million or below range. Cash flows benefit from solid profitability; LTM Sept. 30, 2019 EBITDA margins were nearly 40% and Fitch expects margins range between 38% and 40% through 2021. Fitch expects FCF after dividends to be at least $600 million per year on average through 2021. Shareholder Friendly Financial Policies: Through Sept. 30, 2019, CF repurchased 5.7 million shares for approximately $250 million leaving $750 million under the current $1 billion share repurchase authorization through 2021. Management has stated there are limited organic growth investment opportunities and limited acquisition targets. Fitch expects excess cash will be returned to shareholders rather than used for further accelerated debt repayment. DERIVATION SUMMARY CF Industries has a strong operating profile relative to fertilizer peers Israel Chemicals Ltd. (BBB-/Positive), OCI N.V. (BB/Stable) and OCP S.A. (BBB-/Stable) and commodity chemical peer Methanex Corp (BBB-/Stable). CF Industries' EBITDAR margins troughed at 31% in 2017 but have been and are expected to be above 40% compared with peers ranging from the low 20% for Israel Chemicals to the high 20% to low 30% for OCI, OCP and Methanex. CF Industries' financial profile is better than OCI's but slightly weaker than 'BBB-' peers. CF Industries' FFO-adjusted net leverage was 2.8x at Sept. 30, 2019 compared with 2.4x at Israel Chemicals, 2.7x at OCP and 2.0x at Methanex at Dec. 31, 2018. CF Industries, Inc.'s IDR is linked to parent company CF Industries Holdings, Inc.'s IDR. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Henry Hub gas price of $2.75/mcf; -- Average product prices roughly $230/ton; -- Capital spending at or below $450 million per year; -- Excess cash flow used for share repurchases. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Continued focus on low fixed charges to maintain long-term flexibility through the cycle; -- Capital allocation policies consistent with maintenance of an investment-grade financial profile; -- FFO-adjusted net leverage managed to below 2.5x on a sustained basis. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Increase of fixed charges or capital expenditures indicating deviation from financial policies; -- Net debt materially above $3.8 billion; -- Available liquidity expected to be less than $1 billion on average; -- Inability to bring FFO-adjusted net leverage sustainably below 3.5x. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of Sept. 30, 2019, pro forma for the prepayment of $750 million in debt in fourth-quarter 2019, CF had about $250 million in cash on hand and $750 million available under its $750 million secured revolver due Sept. 18, 2020. Fitch expects the company to extend the maturity of the revolver and continue to be in compliance with its covenants. In particular, the revolver has a maximum total debt to capital ratio of 0.6x and a maximum total secured leverage ratio of 3.75x. Fitch calculates Sept. 30, 2019 compliance with the maximum total debt to total capital ratio at 0.5x and the maximum total secured leverage ratio at 0.7x. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch has made no material adjustments that are not disclosed within the company's public financial statements. 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. CHESAPEAKE ENERGY: Moody's Rates Proposed $1.5B Term Loan B3 ------------------------------------------------------------ Moody's Investors Service assigned a B3 rating to Chesapeake Energy Corporation's proposed $1.5 billion first lien, "last out" term loan due 2024 and a Caa2 rating to the company's $1.5 billion proposed second lien note issuance due 2025. The note issue can be increased to a maximum of $2.34 billion. At the same time, ratings on Chesapeake's senior unsecured notes were downgraded to Caa3 from Caa2. Chesapeake's other ratings and negative outlook remain unchanged. Proceeds from the term loan will be used to tender for notes issued by Chesapeake's wholly-owned unrestricted subsidiary, Brazos Valley Longhorn, L.L.C. and repay borrowings under Brazos Valley's revolving credit facility. If the tender is successful, Brazos Valley's ratings will be withdrawn. Proceeds from the second lien notes will be used to fund a tender for certain of Chesapeake's unsecured notes at prices deeply discounted from par. If the latter transaction is executed successfully, Moody's would deem it to be a distressed exchange, which is a default on the initial promise to repay principal in full. "If successful, the tenders should allow Chesapeake to reduce its debt burden, simplify its corporate structure and provide better asset coverage to its creditors," said John Thieroff, Moody's Senior Analyst. "However, the high interest rate on the proposed borrowings -- the second lien notes in particular -- will limit the amount of interest expense reduction Chesapeake will achieve through the exchange." The following ratings were assigned: Issuer: Chesapeake Energy Corporation $1.5 Billion Senior Secured First Lien, Last Out Term Loan, Assigned B3 (LGD3) $1.5 Billion Senior Secured Second Lien Notes, Assigned Caa2 (LGD4) The following ratings were downgraded: Issuer: Chesapeake Energy Corporation Senior Unsecured Shelf, Downgraded to (P)Caa3 from (P)Caa2 Senior Unsecured Notes, Downgraded to Caa3 (LGD5) from Caa2 (LGD5) Outlook: Issuer: Chesapeake Energy Corporation Outlook, Remains Negative RATINGS RATIONALE Chesapeake's Caa1 Corporate Family Rating (CFR) reflects its high debt leverage, weak asset coverage, the company's expected production decline resulting from a materially reduced capital budget in 2020 and exposure to natural gas price weakness as it continues to attempt to transition to an oil-focused production mix. The company benefits from its large positions in several major North American basins, providing operating scale efficiencies, oil and gas investment optionality, and the potential for asset sales to fund debt reduction. Long term, Chesapeake's reserves orientation toward natural gas position it favorably with regard to carbon transition, although the company's efforts to become a larger oil producer will diminish this advantage. Chesapeake's senior notes are rated Caa3, two notches beneath the company's Caa1 CFR, reflecting the notes' unsecured position in the company's capital structure relative to the $3 billion revolver and $3 billion of other secured debt, which have senior claims to the assets. The senior notes are guaranteed by the company's operating subsidiaries (except for Brazos Valley) on a senior unsecured basis. Moody's views Chesapeake's liquidity as weak, reflected by its SGL-4 rating. Moody's will reassess the company's liquidity following completion of the exchange transactions to assess the amount of revolver capacity Chesapeake will have to fund expected cash burn through 2020. The company amended its credit agreement which loosened the total leverage covenant to 4.5x through 2021, among other things, providing Chesapeake added headroom and reducing the likelihood of a covenant breach in 2020. Cash on hand at September 30, 2019 was $14 million, indicating a reliance on its credit facility to fund ongoing outspending. Chesapeake had $1.44 billion of availability under its revolver at the end of the third quarter. Chesapeake's outlook remains negative pending completion of the proposed debt exchanges. Ratings could be downgraded if the exchanges are not completed successfully, asset coverage deteriorates further or interest coverage falls below 1.5x. An upgrade is possible if Chesapeake successfully completes the exchanges in a way that Moody's views the risk of distressed exchanges or other restructuring as having abated. An upgrade of Chesapeake's ratings would also likely hinge on the company's production returning to a growth trajectory, and RCF/debt being above 15%. Oklahoma City, OK-based Chesapeake Energy Corporation is a large independent exploration and production (E&P) company operating in several onshore US basins. The company's daily production averaged 478,000 boe/d in the quarter ended September 30, of which 69% natural gas was natural gas. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. CIVITAS HEALTH: Seeks to Hire McCreedy Law Group as New Counsel --------------------------------------------------------------- Civitas Health Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire The McCreedy Law Group, PLLC as its new legal counsel. McCreedy will substitute for Steven Shareff, Esq., the attorney who initially handled the Debtor's Chapter 11 case. The firm will provide services in connection with the case, which include the preparation of a bankruptcy plan,; investigation of assets of the Debtor's bankruptcy estate; and negotiations with creditors. W. Greer McCreedy, II, Esq., the firm's attorney who will be representing the Debtor, charges an hourly fee of $350. Paralegals charge $100 per hour. Mr. McCreedy disclosed in court filings that he and his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: W. Greer McCreedy, II, Esq. The McCreedy Law Group, PLLC 413 West York Street Norfolk, VA 23510 Phone: 757-233-0045 Email: mccreedy@mccreedylaw.com About Civitas Health Services Civitas Health Services, Inc. -- http://www.civitashealth.com/-- is a health care company in Henrico, Virginia that specializes in providing mental health skill building services, therapeutic day treatment, intensive in-home services, outpatient therapy, ABA therapy, substance abuse services, and peer recovery services. The Debtor filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-34993) on Sept. 24, 2019 in Richmond, Virginia. In the petition signed by Lemar Allen Bowers, chief executive officer and president, the Debtor was estimated to have at least $50,000 in assets and between $1 million and $10 million in liabilities. Judge Kevin R. Huennekens oversees the case. Steven Shareff, Esq.,was hired as the Debtor's initial bankruptcy attorney. CLEVELAND-CLIFFS INC: Moody's Reviews B1 CFR for Downgrade ---------------------------------------------------------- Moody's Investors Service placed all ratings of Cleveland- Cliffs Inc. on review for downgrade, including the B1 Corporate Family Rating and the B1-PD Probability of Default Rating. The Speculative Grade Liquidity Rating is maintained at SGL-1. The review follows the announcement by Cliffs that it will acquire AK Steel Holding Corporation in an all-stock transaction valued at approximately $1.1 billion on a fully diluted basis. The transaction remainis subject to approval from shareholders of both companies, regulatory reviews and other customary conditions and is expected to close in the first half of 2020. "To the extent that the final terms of the acquisition remain debt neutral for the combined companies and market conditions don't significantly deteriorate from current levels, Cliffs CFR and PDR are likely to be confirmed" said Carol Cowan, Senior Vice President and lead analyst for Cliffs. Cliffs instrument ratings will be dependent upon the treatment of AK Steel debt and any refinancig of AK Steel's debt in the overall capital structure. From an environmental perspective both the environmental considerations for mining and steel, particularly carbon risk transition in the latter, will be considered in the ratings going forward. On Review for Downgrade: Issuer: Cleveland-Cliffs Inc. Corporate Family Rating, Placed on Review for Downgrade, currently B1 Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD Gtd Senior Secured Notes, Placed on Review for Downgrade, currently Ba2 (LGD2) Gtd Senior Unsecured Notes, Placed on Review for Downgrade, currently B1 (LGD4) Senior Unsecured Notes, Placed on Review for Downgrade, currently B3 (LGD5) Outlook Actions: Issuer: Cleveland-Cliffs Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review will focus on the expected cost benefits of the acquisition as it impacts both Cliffs, an iron ore pellet provider to AK Steel and AK Steel's cost position and the synergies the companies expect to achieve. A further aspect of the review will be the treatment of AK Steel's debt in Cliffs capital structure. The principal methodology used in these ratings was Mining published in September 2018. Headquartered in Cleveland, Ohio, Cleveland-Cliffs Inc. is the largest iron ore producer in North America with approximately 21.2 million equity tons of annual capacity. Commercial production at the Toledo, Ohio HBI facility is expected to begin mid-2020. For the twelve months ended September 30, 2019 Cliffs had revenues of $2.2 billion Headquartered in West Chester, Ohio, AK Steel Corporation ranks as a middle tier integrated steel producer, operating steelmaking and finishing plants in Ontario in Canada, Indiana, Kentucky, Ohio, Michigan and Pennsylvania in United States. The company also has tube manufacturing facilities in Indiana, Ohio, and Mexico. Additionally, through its Precision Partners, AK Steel is involved in engineering, tooling, die design and hot and cold stamped steel parts. AK Steel produces flat-rolled carbon steels, including coated, cold-rolled and hot-rolled products, as well as specialty stainless and electrical steels. Principal end markets include automotive, steel service centers, appliance, industrial machinery, infrastructure, construction, and distributors and converters. Through its AK Coal Resources Inc. subsidiary, the company has interests in metallurgical coal production. Revenues for the twelve months ended September 30, 2019 were approximately $6.6 billion. CLIFS INC: Case Summary & 10 Unsecured Creditors ------------------------------------------------ Debtor: Clifs, Inc. dba Clifs Lodge at the Falls 3245 Falls Parkway Branson, MO 65616 Case No.: 19-61453 Business Description: Clifs, Inc. is a privately held company that operates in the hotel and motel industry. Chapter 11 Petition Date: December 4, 2019 Court: United States Bankruptcy Court Western District of Missouri (Springfield) Judge: Cynthia A. Norton Debtor's Counsel: Diana P. Brazeale, Esq. BRAZEALE LAW FIRM, LLC 1484 Highway 248, Suite 105 Branson, MO 65616 Tel: 417-334-7494 Fax: 417-334-7405 Email: diana@brazealelaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Muhammad Farooq, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at: http://bankrupt.com/misc/mowb19-61453.pdf CONTAINER STORE: Moody's Alters Outlook on B2 CFR to Stable ----------------------------------------------------------- Moody's Investors Service changed The Container Store, Inc.'s outlook to stable from positive. Concurrently, Moody's affirmed The Container Store's B2 corporate family rating, B2-PD probability of default rating and B2 senior secured credit facility rating. The speculative grade liquidity rating is unchanged at SGL-2. The change in outlook to stable from positive reflects Moody's view that ongoing investments to achieve revenue growth amid growing competition and the consumer shift to online spending will result in continued limited free cash flow generation relative to debt levels. In addition, the company's shift in product mix to custom closets, while preserving its competitive positioning, has increased its cyclical exposure. Moody's believes these business risks and modest projected free cash flow generation position the ratings appropriately at the B2 level, despite the company's moderate leverage and continued focus on debt repayment. The CFR, PDR and term loan ratings affirmations reflect Moody's expectations that The Container Store will maintain moderate leverage and good liquidity, allowing for continued investment to meet evolving customer needs with a differentiated value proposition. Moody's took the following ratings actions for The Container Store, Inc.: Corporate family rating, affirmed at B2 Probability of default rating, affirmed at B2-PD Senior secured bank credit facility, affirmed at B2 (LGD3) Speculative grade liquidity rating, unchanged at SGL-2 Outlook, changed to stable from positive RATINGS RATIONALE The Container Store's B2 CFR is constrained by the company's small scale and narrow focus on the niche cyclical home storage and organization sector. The rating also incorporates the intense competition in the category from better capitalized peers and the need for continued investment to sustain modest revenue growth. These challenges were reflected in the company's first half fiscal year 2019 EBITDA declines despite solid comparable sales growth, as a result of higher marketing and distribution center expense. Further in Moody's view, the company's recent comparable sales growth may not be indicative of a sustainable trend, as it benefits from currently elevated consumer interest in home organization driven by both cyclical and social media factors. The rating also reflects event risk related to the potential use of the balance sheet to facilitate an exit by the majority shareholder and private equity firm Leonard Green & Partners, L.P. At the same time, the rating benefits from The Container Store's recognized brand name and value proposition supported by a highly trained sales force and a sizeable offering of exclusive and proprietary products, such as custom closets. The rating also incorporates the company's good liquidity and credit metrics. Over the next 12-18 months, Moody's expects debt/EBITDA to be in the mid-3x range (Moody's-adjusted) and EBIT/interest expense in the mid-1 times range, driven by debt repayment and stable earnings. The company's focus on voluntary debt paydown also supports the ratings. The stable outlook reflects Moody's expectations for modest comparable store sales growth, stable EBITDA margin, and good liquidity. A ratings upgrade would require the company to demonstrate consistent revenue and earnings growth, while reinvesting in the business and maintaining conservative financial policies and good liquidity. Quantitatively, the ratings could be upgraded if Moody's-adjusted debt/EBITDA is sustained below 4.0 times, EBIT/interest expense increases above 2 times, and free cash flow/debt increases above 10 percent. The ratings could be downgraded in the event of a deterioration in operating performance or more aggressive financial policies. Specific metrics that could lead to a downgrade are expectations for Moody's-adjusted debt/EBITDA to approach 5.5 times or EBIT/interest expense to decline below 1.25 times. A deterioration in liquidity including weak free cash generation could also lead to a ratings downgrade. The principal methodology used in these ratings was Retail Industry published in May 2018. The Container Store, Inc., is a retailer of storage and organization products in the United States and Europe. The company operated 93 specialty retail stores in the United States as of September 28, 2019, and in Europe through its wholly owned Swedish subsidiary, Elfa International AB (Elfa). Net revenue for the latest twelve month period ended September 28, 2019 was approximately $921 million. The company is publicly traded since the 2013 IPO but remains majority-owned by funds affiliated with Leonard Green & Partners, L.P. CORSAIR GAMING: Moody's Affirms B2 CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service affirmed Corsair Gaming, Inc.'s existing ratings, including the company's B2 Corporate Family Rating, B2-PD Probability of Default Rating, B2 first lien credit facility ratings (including the planned $115 million add-on) and Caa1 second lien term loan rating. The rating outlook is stable. The proceeds from the proposed $115 million add-on together with new equity from the sponsor and rollover equity will be used to fund an acquisition of a high performance console peripheral company, repay the $36 million outstanding on the revolver and pay related fees and expenses. The affirmations reflect Corsair's strong organic revenue growth and that the acquisition will improve product diversification. Moody's also expects materially stronger free cash flow in 2020 because of earnings growth, price increases and sourcing changes to mitigate tariff-related cost increases, and less working capital usage from a reduction in excess inventory built in advance of the tariffs. These factors will support deleveraging to below 5x debt-to-EBITDA from a current 5.6x level pro forma for the acquisition. Affirmations: Issuer: Corsair Gaming, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured First Lien Term Loan, Affirmed B2 to (LGD4) from (LGD3) Senior Secured First Lien Revolving Credit Facility, Affirmed B2 to (LGD4) from (LGD3) Senior Secured Second Lien Term Loan, Affirmed Caa1 to (LGD6) from (LGD5) Outlook Actions: Issuer: Corsair Gaming, Inc. Outlook, Remains Stable RATINGS RATIONALE Corsair's B2 CFR is constrained by its high financial leverage, the highly competitive PC gaming hardware market and the limited defensible patented intellectual property of the market participants, which results in low profit margins. The credit profile is also constrained by the short life cycles of Corsair's products and investments required to support sales growth. Pro forma for the acquisition LTM September 30, 2019 debt-to-EBITDA was 5.6x on a Moody's-adjusted basis. Moody's projects mid single digit organic revenue growth and margin improvement will support the deleveraging to below 5x debt-to-EBITDA by 2020, and a return to positive free cash flow. Based on Corsair's private equity ownership, Moody's believes that the company will follow a financial policy favoring equity holders, with periods of deleveraging followed by debt-funded acquisitions or shareholder distributions. Corsair's credit profile is supported by its strong brand and market position as one of the top three gaming peripherals makers, its organic revenue growth of 11% year-to-date, driven by expanding market share and growing interest in Esports and high-end gaming that requires high-performance PC peripherals, memory, power supply and cooling equipment. With the proposed acquisition, Corsair will also be able to further diversify its portfolio of products and enter the gaming console market. The stable outlook reflects Moody's expectation that Corsair will experience revenue growth at least in the mid-single digits percent over the next 12 months. Moody's also expects deleveraging through a combination of debt repayment and EBITDA growth such that debt-to-EBITDA declines below 5x and free cash flow to debt increases to 5% over the next 12 months. The ratings could be upgraded if the company gains scale and diversity, maintains debt-to-EBITDA below 4x and commits to a conservative financial policy. An upgrade would also require consistent strong organic revenue growth, a flat to higher EBITDA margin, free cash flow to debt exceeding 10% and good liquidity. The ratings could be downgraded if Corsair's organic revenue or gross margins decline, leverage is not on course to decline below 5x debt-to-EBITDA or free cash flow to debt is sustained below 5% in 2020. In addition, any deterioration in liquidity such as a consistently high revolver balance could also result in a downgrade. The principal methodology used in these ratings was Diversified Technology published in August 2018. Corsair, based in Fremont, California, designs and markets desktop computer gaming peripherals and components, including high performance computer memory, gaming headsets, keyboards, and mice. Corsair is owned by EagleTree Capital, L.P., limited partner coinvestors, and Corsair senior management. Pro forma for the proposed acquisition, the company generated revenues of approximately $1.15 billion in the LTM period ended September 30, 2019. DADONG CATERING: Hires Akerman LLP as Counsel --------------------------------------------- DaDong Catering LLC asks the U.S. Bankruptcy Court for the Southern District of New York for approval to employ Akerman LLP as its Chapter 11 attorneys. DaDong Catering proposes to employ Akerman as primary bankruptcy counsel to render these services: (a) Advise the Debtor with respect to its powers and duties as debtor-in-possession in the continued operation of its business; (b) Advise the Debtor with respect to all general bankruptcy matters; (c) Prepare, on behalf of the Debtor, all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of its estate; (d) Represent the Debtor at all critical hearings on matters relating to its affairs and interests as debtor-in-possession before the Court, any appellate courts, and the United States Supreme Court, and protecting the interests of the Debtor; (e) Prosecute and defend litigated matters that may arise during this Chapter 11 Case, including such matters as may be necessary for the protection of the rights, the preservation of the estate's assets, or the Debtor's successful orderly liquidation; (f) Negotiate appropriate transactions and preparing any necessary documentation related thereto; (g) Represent the Debtor on matters relating to the assumption or rejection of executory contracts and unexpired leases; (h) Advise the Debtor with respect to general corporate, real estate, litigation, environmental, labor, regulatory, tax, and other legal matters which may arise during the pendency of this Chapter 11 Case; and (i) Perform all other legal services that are necessary for the efficient and economic administration of these cases. The primary attorneys and paralegal within Akerman who will represent the Debtor and their hour rates as of November 1, 2019, are: Hourly Rate ----------- Steven R. Wirth $525 Yelena E. Archiyan $340 Jennifer Meehan (paralegal) $260 The firm may be reached at: Steven R. Wirth, Esq. AKERMAN LLP 401 E. Jackson St., Ste. 1700 Tampa, FL 33602 Tel: (813) 223-7333 Fax: (813) 223-2837 Email: steven.wirth@akerman.com - and - Yelena Archiyan AKERMAN LLP 2001 Ross Avenue, Ste. 3600 Dallas, TX 75201 Tel: (214) 720-4300 Fax: (214) 981-9339 About DaDong Catering DaDong Catering LLC -- http://www.dadongny.com-- doing business as DaDong NY, is a Chinese restaurant owned by influential chef, DaDong. DaDong is famous for his roast peking duck, which is a main feature in the New York City restaurant. In addition, a full menu of Chef Dong's refined Chinese offerings are served, such as the braised sea cucumber, snowflake wagyu with sichuan preserved vegetables, braised abalone with white truffle, and white chocolate with cream cheese. DaDong Catering filed for Chapter 11 bankruptcy protection (Bankr. S.D. NY. Case No. 19-13629) on November 13, 2019. In its petition, the Debtor estimated $22,524,208 in total assets and $4,183,440 in total liabilities. The petition was signed by Xiaozhe Liu, CEO and managing member of Genesis Brand Management. The Debtor is represented by Steven Wirth, Esq., at Akerman LLP. DADONG CATERING: Hires Moecker Auctions to Sell Restaurant ---------------------------------------------------------- DaDong Catering LLC asks the U.S. Bankruptcy Court for the Southern District of New York for authority to employ Moecker Auctions as its auctioneer. The Debtor owns a fine dining restaurant located at 3 Bryant Park. The Debtor, in its business judgment, has elected to sell all or substantially all of its personal property located at 3 Bryant Park, including all tangible and intangible assets used in connection with the Debtor's restaurant business. The Debtor is currently in possession of the Property. The Debtor proposes to retain and pay the Auctioneer pursuant to the terms of their Engagement Letter, and to have the Auctioneer sell the Property by auction. Pursuant to the Engagement Letter, the Auctioneer will be paid a buyer's premium based on 12.5% of the sale proceeds. In addition, the Auctioneer may seek reimbursement of all fees and expenses from the sale proceeds not to exceed $25,000 associated with the marketing, preparation, and conducting the auction. The Auctioneer shall market the property for approximately 45–60 days and the auction shall take place between January 15 and February 10, 2020. The Debtor will, in due course, file a motion with the Court seeking, among other relief, approval of proposed bidding procedure, auction schedule and related deadlines. Moecker Auctions attests that it holds no interest adverse to the Debtor or its estate, equity interest holders, or its creditors with respect to matters upon which Moecker Auctions is to be engaged. About DaDong Catering DaDong Catering LLC -- http://www.dadongny.com-- doing business as DaDong NY, is a Chinese restaurant owned by influential chef, DaDong. DaDong is famous for his roast peking duck, which is a main feature in the New York City restaurant. In addition, a full menu of Chef Dong's refined Chinese offerings are served, such as the braised sea cucumber, snowflake wagyu with sichuan preserved vegetables, braised abalone with white truffle, and white chocolate with cream cheese. DaDong Catering filed for Chapter 11 bankruptcy protection (Bankr. S.D. NY. Case No. 19-13629) on November 13, 2019. In its petition, the Debtor estimated $22,524,208 in total assets and $4,183,440 in total liabilities. The petition was signed by Xiaozhe Liu, CEO and managing member of Genesis Brand Management. The Debtor is represented by Steven Wirth, Esq., at Akerman LLP. DUNCAN MORGAN: Trustee Seeks Approval to Hire Real Estate Broker ---------------------------------------------------------------- Kevin Sink, the Chapter 11 trustee for Duncan Morgan, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire a real estate broker. In an application filed in court, the Debtor proposes to employ Jeff Horton of Allen Tate Realtors to market for sale its real property located at 9205 Keswick Woods Court, Raleigh, N.C. The broker will get 6 percent of the gross sales price of the property. The property has a listing price of $169,900. Mr. Horton disclosed in court filings that he neither holds nor represents any interest adverse to the Debtor's bankruptcy estate. Allen Tate Realtors can be reached through: Jeff Horton Allen Tate Realtors 3201 Glenwood Avenue, Suite 300 Raleigh, NC 27612 Phone: (919) 810-6251 / (919) 719-2900 Fax: (919) 719-2901 Email: jeff.horton@allentate.com About Duncan Morgan Duncan Morgan LLC is primarily engaged in renting and leasing real estate properties. Duncan Morgan sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-03113) on Oct. 10, 2019. The Debtor was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. The Hon. David M. Warren is the case judge. J.M. Cook, P.A. is the Debtor's counsel. Kevin L. Sink was appointed as Chapter 11 trustee on Aug. 21, 2019. The trustee is represented by Nicholls & Crampton, PA. EVERI HOLDINGS: Fitch Assigns B+ LT IDR, Outlook Stable ------------------------------------------------------- Fitch Ratings assigned first-time 'B+' Long-Term Issuer Default Ratings to Everi Holdings Inc. and Everi Payments Inc. (collectively, Everi). In addition, Fitch has assigned a 'BB+'/'RR1' rating to Everi's senior secured credit facility and 'B+'/'RR4' rating to Everi's senior unsecured notes. The Rating Outlook is Stable. Everi's rating reflects its improved credit metrics, conservative financial policy, and position as a more niche gaming supplier, albeit with an expanding portfolio of products. The ratings also reflect Everi's business mix diversification, as EBITDA is roughly split between slots and financial technology solutions (FinTech) for its casino customers. On December 4, Everi announced an equity issuance and intends to use the proceeds to pay down debt. The transaction is viewed favorably and will create additional headroom at the 'B+' IDR level, reducing gross debt/EBITDA by roughly half a turn. Interest savings will be roughly $10 million annually and will further strengthen FCF. KEY RATING DRIVERS Improving Leverage Profile: Pro forma for the equity raise, Fitch calculates Everi's pro forma debt/EBITDA in the low 4x range, which is significantly lower than 6.0x two years ago. Management has a net leverage target of 3.0x-3.5x, as reiterated on the third quarter earnings call, and plans on allocating FCF to debt paydown in order to achieve this. Historically, the company's higher leverage offset its stable revenue mix, solid market position in the payments business and growth prospects for its gaming segment. Healthy FCF Generation: Fitch calculates Everi's LTM FCF through Sept. 30, 2019 at $30 million, or 6% of revenues. This has improved over the past few years thanks to EBITDA growth and lower interest costs. Fitch's calculation adjusts for timing-related swings in FinTech working capital, which has a positive $164 million impact to CFFO during the same time period. Fitch projects the FCF margin to grow toward the low teens by 2020 as EBITDA grows, interest expense decreases, placement fees decline, and benefits from a larger premium installed base flowthrough. Fitch expects debt paydown to be the primary use of FCF in the medium term. Good Business Mix: About 54% of Everi's EBITDA comes from gaming and 46% from FinTech. About two-thirds of the gaming revenue is generated on a participation basis, whereby Everi earns fees based on games performance. FinTech revenues mostly come from ATM and cash advance service fees, which are tied to contracts with generally three- and five-year terms and high renewal rates. Although revenue in both segments depends on the gaming sector's health, Everi is less dependent on replacement sales and new casino openings, relative to other gaming suppliers. Solid EGM Strategy Execution: Everi has been investing heavily in its electronic gaming machine (EGM) content and hardware with good results to date. Everi has been able to grow its participation EGM footprint steadily and had roughly 14,000 participation games at the end of third-quarter 2019, roughly 4,400 of which were premium units. The premium unit installed base has more than doubled since 2016 with healthy average daily win growth. Fitch expects the premium segment to continue to grow, albeit at a decelerating rate, given the intense competition in this segment. On an LTM basis, Everi sold nearly 5,000 EGMs and has established itself as a roughly 6% ship share supplier (according to Eilers & Krejcik Gaming). Technology Related Risks: New, cashless technologies employed by other participants in the gaming and FinTech industries represent a long-term risk to disintermediate Everi's cash access services (roughly one-third of total revenues). However, the company's diverse FinTech product portfolio, investments made in new technologies and its own cashless solutions, and maintenance of money transmitter licenses, reduces this risk. The gaming industry is highly regulated on a state-by-state basis and has been slow to adopt new technologies on the casino floor, where cash remains prevalent. Casino operators also generate a meaningful amount of fees from ATM transactions. Lackluster View on Suppliers: The gaming equipment and cash access industry is characterized by a tepid, albeit improving, slot replacement cycle, shrinking slot floors and declining long-term new casino opportunities. For some, exposure to lottery, cash access systems, table games or social games provide diversification benefits. The new supply calendar in the U.S. received a near-term boost with recent gaming expansions, notably Illinois and Arkansas, resulting in approximately 9,000 in Fitch-estimated new EGM sales from 2020-2022. After 2022, growth will become harder to come by as there are limited expansion opportunities left in the U.S. At this point, the slot-replacement cycle and ship share will become the primary driver of performance for gaming equipment suppliers. DERIVATION SUMMARY Everi 'B+' Long-Term IDR reflects its declining leverage, conservative financial policy, healthy FCF metrics, stable revenue mix and strong position in the FinTech segment. Negative credit considerations include Everi's niche position within the slots segment and the long-term disintermediation risk associated with its FinTech business. Everi's gaming peers include International Game Technology plc (IGT), Scientific Games Corp. (SGMS), and Aristocrat Leisure (ALL); all of which have similar-to-stronger credit profiles due to greater scale, higher ship share, international diversification, product diversification (ex. lottery, table games), and/or lower leverage. Scientific Games maintains higher leverage than Everi but also generates a healthy FCF margin. IGT's and SGMS' lottery businesses are positive from a cash flow stability perspective; however, they require meaningful recurring capex payments when contracts are won or renewed, which are often debt-funded. The Stars Group Inc. (TSG, B+ IDR) is another gaming peer, which is a large online gaming company with sizable poker, online casino, and sportsbook operations. TSG has higher, albeit declining, leverage but generates substantial FCF with a FCF margin closer to 20%. KEY ASSUMPTIONS Fitch's Key Assumptions Within its Rating Case for the Issuer: - 10% top-line revenue growth in 2019 due to the bolt-on acquisition of player loyalty assets and software refreshes in the company's FinTech segment, combined with increased unit sales and average daily win in their Games segment. Fitch assumes mid-single digit overall growth for the remainder of the forecast due to growth in both the Games and FinTech segments, supported by new casino openings in the next three years. 2020 benefits from full year of larger installed base on the premium side and growth decelerates as new casino openings decrease after 2022. - EBITDA margins remain in the 48%-50% range, growing towards the higher end by 2022. - Total capex of $132 million in 2019, which includes $115 million of capex (mid-point of company guidance) and $17 million in placement fees. Thereafter, Fitch assumes slight growth in underlying capex given growth in the premium slot segment, as well as a small amount of annual placement fees ($5 million). - Acquisition costs for player loyalty assets of $20 million in 2019, $10 million in 2020, and $10 million in 2021 (plus up to $10 million in earnout payments); - FCF is allocated primarily toward debt paydown; - Net cash benefit from swing in settlement receivables/liabilities in 2018 is offset in 2019. Fitch assumes this is a neutral impact to cash flow going forward. Recovery Assumptions The recovery analysis assumes that Everi Holdings Inc. would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim, and has assumed the $35 million revolver to be fully drawn at the time of recovery, and that the proceeds from the equity sale are mainly directed at the equity clawback of the unsecured notes. Going-concern EBITDA of $184 million assumes a recessionary environment where Everi's EGM business loses market share and the overall operating environment deteriorates with a slower replacement cycle and a slowdown in regional gaming revenues occurs. The scenario also assumes weakness in Everi's FinTech business, possibly from technological disruption or the company losing major enterprise-wide payments contacts. While Everi has cashless processing solutions, the revenue from these solutions may not offset the loss of revenues from cash processing. The going-concern EBITDA due to the environment described is roughly 25% lower than LTM EBITDA. During the previous recession, Everi's FinTech revenue declined 19% peak-to-trough, while its games segment declined by a similar amount. EV/EBITDA multiple of 5.5x, which is on the lower side of the range Fitch uses for larger and/or more diversified gaming technology companies and payment processors. The lower multiple takes into account Everi's smaller size, more niche slots business and the longer-term risk relative to possible disintermediation of the core of its FinTech business. Everi diversifying its slots business further from its legacy class II segment and its FinTech segment away from payments could lead to Fitch using a higher EV/EBITDA multiple in the recovery analysis. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Gross debt/EBITDA sustaining below 3.5x; - Continued market share in the U.S. gaming equipment industry, in particular with respect to its class III business; - Continued diversification away from payment processing. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Debt/EBITDA sustaining above 4.5x; - Significant deterioration and/or loss of market share in the gaming and FinTech segments; - A decrease in FCF margin to the mid-single digit range; - Adoption of a more aggressive financial policy, either toward target leverage or approach to shareholder returns at the detriment to the credit profile. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Everi's liquidity includes $33 million in Fitch-estimated excess cash as of Sept. 30, 2019 and $35 million available on its revolver. FCF is healthy with Everi generating a FCF margin in the high-single digit range (when controlling for the timing impact of net settlement liabilities), which is set to improve further when considering the annualized benefits of operating improvements in 2019 (ex. reduced placement fees, larger gaming operations installed base). Everi's business model is somewhat capital intensive as participation gaming machines and ATM equipment are retained by Everi and run through capex. Everi has no meaningful maturities until 2024 when the term loan comes due. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch adds back stock-based compensation and accretion of contract rights to EBITDA. 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. FCPR ACQUISITION: Taps Bertari President Garrick Infanger as CRO ---------------------------------------------------------------- FCPR Acquisition, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Bertari Consultant President Garrick Infanger as its chief restructuring officer. The duties and functions of the CRO include: (a) Sole Authority and Power. The combined sole authority of the chief executive officer, the chief operating officer, chief financial officer, and the chief restructuring officer of FCPR and its affiliates for all purposes. (b) Operations. The sole authority without the approval or consent of any manager or member of the Debtors, or any other person or legal entity: (i) to open and close bank accounts for the Debtors; (ii) to transfer funds; (iii) to hire and terminate employees; (iv) to cause the Debtors to modify, amend, terminate, or enforce any of their contractual rights; (v) to cause the Debtors to enter into any agreement or contract; (vi) to cause the Debtors to pursue, settle or compromise any litigation, controversy or other dispute in which they are involved; (vii) to cause the Debtors to borrow funds and to pledge any of their assets in order to pay their working capital needs; and; (viii) to cause the Debtors to exercise their rights under the agreements. (c) Bankruptcy Cases. The sole authority and power without the approval or consent of any manager or member of the Debtors, or any other person or legal entity: (i) to take action with respect to the Debtors' Chapter 11 cases; (ii) to direct and instruct counsel and other professionals in connection with the cases; (iii) to enter into agreements for debtor-in-possession financing subject to court approval; (iv) to propose and seek confirmation of a bankruptcy plan; (v) to cause the Debtors to take any other action which the CRO determines to be necessary, prudent or appropriate under the circumstances; and (vi) to oversee the preparation and submission of legal papers. The term of the CRO is three months from Nov. 25, 2019 to Feb. 25, 2020. He will receive a monthly fee of $12,000. Mr. Infanger neither holds nor represents any interest adverse to the Debtors' bankruptcy estates, according to court filings. Mr. Infanger maintains an office at: Garrick Infanger Bertari Consultant, Inc. 18927 Roseate Drive Lutz, FL 33558 About FCPR Acquisition FCPR Acquisition, LLC provides carpet recycling services. The company is doing business as Florida Carpet & Pad Recycling. FCPR sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-08611) on Sept. 11, 2019. Its affiliates, Cedar Plastics, LLC (Bankr. M.D. Fla. Case No. 19-09429) and Cedar Trucking, LLC (Bankr. M.D. Fla. Case No. 19-09430) filed Chapter 11 petitions on Oct. 3, 2019. The cases are jointly administered under Case No. 19-08611. At the time of the filing, FCPR and Cedar Plastics were estimated to have assets of less than $50,000 and debts of less than $10 million. Cedar Trucking had estimated assets of less than $50,000 and liabilities of less than $1 million. The cases have been assigned to Judge Caryl E. Delano. The Debtors are represented by Daniel E. Etlinger, Esq., at Jennis Law Firm. FIRST FLORIDA: Seeks to Hire McCumber Daniels as Special Counsel ---------------------------------------------------------------- First Florida Living Options, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire McCumber, Daniels, Buntz, Hartig, Puig & Ross, PA as its special counsel. The firm will represent the Debtor in a state court case pending in the Fifth Judicial Circuit titled The Estate of Shiny A. Yandle by and through Mark A. Yandle, Sr., Person Representative vs. First Florida Living Options, LLC, et al. (Case No. 18-CA-0l718). The hourly rates charged by the firm are: Mason Binkley, Attorney $185 Mark Hartig, Attorney $225 Paralegal/Law Clerk $110 Mason Binkley, Esq., at McCumber, disclosed in court filings that the firm neither holds nor represents any interest adverse to the Debtor and its bankruptcy estate. McCumber can be reached through: Mason B. Binkley, Esq. McCumber, Daniels, Buntz, Hartig, Puig & Ross, PA 4401 W Kennedy Blvd, Suite 200 Tampa, FL 33609 Phone: +1 813-287-2822 About First Florida Living Options First Florida Living Options LLC, formerly known as Surrey Place of Ocala, conducts its business under the names Hawthorne Health and Rehab of Ocala, Hawthorne Village of Ocala and Hawthorne Inn of Ocala. The company is based in Ocala, Fla. First Florida Living Options filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-02764) on July 22, 2019. The petition was signed by John M. Crock, vice president of Florida Living Options. The Debtor was estimated to have $1 million to $10 million in both assets and liabilities as of the bankruptcy filing. Johnson Pope Bokor Ruppel & Burns, LLP is the Debtor's bankruptcy counsel. FRICTIONLESS WORLD: Committee Taps Archer & Greiner as Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Frictionless World, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Archer & Greiner, P.C. as its general bankruptcy counsel. The firm will provide these services to the committee in connection with the Debtor's Chapter 11 case: (a) advise the committee on all legal issues; (b) advise the committee regarding the terms of any sales of assets or bankruptcy plans, assist the committee in negotiations with the Debtor and other parties; (c) investigate the Debtor's assets and pre-bankruptcy conduct; (d) analyze the perfection and priority of the liens of secured creditors; (e) prepare pleadings, reports and other legal papers; (f) represent the committee in all proceedings in the Debtor's bankruptcy case. The hourly rates range from $350 to $575 for partners and counsel; $235 to $400 for associates; and $175 to $215 for paralegals. The attorneys expected to provide the services are: Stephen Packman Shareholder $575 per hour Jerrold Kulback Partner $515 per hour Douglas Leney Partner $415 per hour Jorge Garcia Associate $300 per hour Stephen Packman, Esq., at Archer & Greiner, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Archer & Greiner can be reached through: Stephen M. Packman, Esq. Douglas G. Leney, Esq. Jorge Garcia, Esq. Archer & Greiner, P.C. Three Logan Square 1717 Arch Street, Suite 3500 Philadelphia, PA 19103 Telephone: 215-963-3300 Email: spackman@archerlaw.com dleney@archerlaw.com jgarcia@archerlaw.com About Frictionless World Frictionless World, LLC -- https://www.frictionlessworld.com/ -- provides 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. It 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. The Debtor tapped Wadsworth Garber Warner Conrardy P.C. as bankruptcy counsel; Thomas P. Howard, LLC as special counsel; r2 Advisors, LLC as financial advisor; and Three Twenty-One Capital Partners, LLC as investment banker. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 20, 2019. FRICTIONLESS WORLD: Committee Taps Holland & Hart as Local Counsel ------------------------------------------------------------------ The official committee of unsecured creditors of Frictionless World, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Holland & Hart LLP as its local bankruptcy counsel. The committee has elected to employ the firm as local bankruptcy counsel since the attorneys at Archer & Greiner, P.C. who will primarily be representing the committee are not licensed to practice law in Colorado. The hourly rates range from $350 to $575 for partners and counsel; $235 to $395 for associates; and $125 to $235 for paralegals. Risa Lynn Wolf-Smith, Esq., at Holland & Hart, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Holland & Hart can be reached through: Risa Lynn Wolf-Smith, Esq. Holland & Hart LLP 555 Seventeenth Street, Suite 3200 Denver, CO 80202 Telephone: (303) 295-8011 Facsimile: (303) 295-8261 RWolf@hollandhart.com About Frictionless World Frictionless World, LLC -- https://www.frictionlessworld.com/ -- provides 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. It 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. The Debtor tapped Wadsworth Garber Warner Conrardy P.C. as bankruptcy counsel; Thomas P. Howard, LLC as special counsel; r2 Advisors, LLC as financial advisor; and Three Twenty-One Capital Partners, LLC as investment banker. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 20, 2019. GALVESTON BAY PROPERTIES: Kell C. Mercer Okayed Co-Bankr. Counsel ----------------------------------------------------------------- Galveston Bay Properties LLC and Galveston Bay Operating Company, LLC, sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Kell C. Mercer and Kell C. Mercer, P.C. as co-bankruptcy counsel. The Debtors require Mercer to serve as their chapter 11 bankruptcy co-counsel, along with Chris Adams and Ryan O'Connor, and the Okin Adams, LLP law firm. Generally, the services to be provided by Mercer will include: * Advising the Debtors with respect to their respective rights, duties and powers in the Bankruptcy Case; * Advising the Debtors regarding compliance with United States Trustee guidelines; * Assisting and advising the Debtors in their consultations with creditors and parties in interest relating to the administration of the Bankruptcy Case; * Attending meetings and negotiating with representatives of creditors and other parties in interest; * Assisting and advising the Debtors as to their communications, if any, to the general creditor body regarding significant matters in the Bankruptcy Case; * Representing the Debtors at all necessary hearings and other proceedings; * Representing the Debtors in connection with cash collateral proceedings; * Reviewing, analyzing, and advising the Debtors with respect to applications, orders, statements of operations and schedules filed with the Court; * Assisting the Debtors in formulating a Plan and Disclosure Statement, engaging in negotiations regarding any Plan and Disclosure Statement, and prosecuting a Plan and Disclosure Statement to confirmation, if possible; * Assisting the Debtors in preparing pleadings and applications as may be necessary in furtherance of the Debtors' interests and objectives; and * Performing other legal services as may be required and are deemed to be in the interests of the Debtors in accordance with the Debtors' powers and duties as set forth in the Bankruptcy Code. Mercer and Okin Adams will diligently avoid any duplication of effort and billing. Kell Mercer's hourly rate is $400. Mercer has not shared or agreed to share compensation with any entity or person. Mercer attests that the firm has no interest adverse to the Debtors or to their bankruptcy estates. About Galveston Bay Headquartered in New Braunfels, Texas, Galveston Bay Properties LLC is an oil and gas extraction business. Galveston Bay Properties first filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 17-51905) on Aug. 9, 2017, estimating its assets at between $10 million and $50 million and debt at between $1 million and $10 million. The petition was signed by Dan Polk, manager. Judge Craig A. Gargotta presided over the case. Galveston Bay Properties, LLC, and affiliate Galveston Bay Operating Company LLC again sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-36075) on Nov. 1, 2019 in Houston, Texas. As of the Petition Date, each of the Debtors was estimated to have $1 million to $10 million in assets and liabilities. Judge Eduardo V. Rodriguez is the presiding judge. Kell C. Mercer, P.C., and Okin Adams, LLC serve as the Debtors' bankruptcy counsel. HOSTESS BRANDS: Moody's Affirms B1 CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service affirmed Hostess Brands, LLC's Corporate Family Rating at B1 and its Probability of Default Rating at B1-PD. At the same time, Moody's affirmed the company's $100 million senior secured revolving credit facility expiring 2024 and $985 million first lien term loan due 2025 ratings at B1 (LGD4). The outlook remains stable. Moody's took the following rating actions on Hostess Brands, LLC: - Corporate Family Rating affirmed at B1; - Probability of Default Rating affirmed at B1-PD; - $100 million senior secured revolving credit facility expiring 2024 affirmed at B1 (LGD4). - $985 million first lien term loan due August 2025 affirmed at B1 (LGD4). The rating outlook is Stable. On December 2, 2019, Hostess Brands, Inc., the parent company of Hostess, announced plans to acquire Canadian company, Voortman Cookies Limited, for approximately $320 million in cash. Hostess plans to finance the acquisition with a combination of cash on hand and debt. Moody's expects pro-forma leverage (debt to EBITDA) to increase modestly to around 5.3 times given that the majority of the acquisition will be paid with cash on hand. Moody's also expects financial leverage to decline to below 5.0 times within the next 12 months. Moody's believes the transaction is, in the short term, a credit negative given increased financial leverage, however a longer term credit positive given increased scale and diversification. The acquisition of Voortman will enable Hostess to diversify into the specialty cookie category, which includes wafers and sugar free cookies, creating a larger and more diversified sweet snacking platform. Hostess plans to leverage its existing distribution channels in the US to further grow the Voortman brand. The acquisition will also expand Hostess' geographic manufacturing and distribution reach into Canada, a region to which it currently has limited access. Moody's expects Voortman to contribute approximately $90 million to revenues and approximately $20 million to EBITDA over the next year. Moody's further expects acquisition synergies to range between $10 million to $15 million and be realized within two years. Additionally, Hostess plans to invest approximately $35 million to $45 million over two-years to make plant updates and distribution adjustments to the Voortman business. RATINGS RATIONALE Hostess' B1 Corporate Family Rating reflects its high financial leverage (5.3 times debt/EBITDA at close of the transaction), concentration in low-growth snack cakes category and moderate scale among consumer goods companies. The rating also reflects Hostess' well-known portfolio of snack cake brands, high profit margins, good cash flows and very good liquidity. The stable rating outlook reflects Moody's expectation that Hostess will maintain its good operating performance and exceed $200 million of EBITDA next year. Moody's also expects financial leverage to decline below 5.0 times within the next 12 months. The ratings could be downgraded if operating performance deteriorates, if the company pursues debt financed acquisitions, or if for any reason debt to EBITDA is sustained above 5.0 times. The rating could be upgraded if Hostess continues to successfully grow revenues, maintains stable solid operating performance, improves earnings diversity and sustains debt to EBITDA below 4.0 times while also maintaining good liquidity. From an ESG perspective, Moody'sconsiders Hostess' financial policy as aggressive given its high financial leverage and focus on growth through acquisitions. However, as a publicly traded company, Hostess is subject to strict governance rules and heightened public scrutiny. Headquartered in Kansas City, MO, Hostess develops, manufactures, markets, and sells packaged baked sweet goods in the United States including snack cakes, donuts, sweet rolls, pies and related products. Well-known brands include Twinkies, Ding Dongs, Zingers, HoHo's, and Donettes. Sales were approximately $900 million for the twelve months ended September 30, 2019. Hostess Holdco, LLC is a wholly-owned indirect subsidiary of Hostess Brands, Inc., a publicly traded company. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. ITHRIVE HEALTH: Seeks Authorization to Use Cash Collateral ---------------------------------------------------------- iThrive Health, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Maryland to use cash collateral to meet its ordinary and necessary expenses. As of the Petition Date, the Debtor was indebted to Sandy Spring Bank (Lender) pursuant to various loan facilities. As of the Petition Date, the Lender asserts a secured claim against the Debtor in the amount of approximately $886,489. Pursuant to the Loan Documents, the Debtor granted the Lender a security interest in substantially all of the Debtor's assets. The Debtor seeks an Order that, inter alia: (a) Allows the Debtor to use its accounts in which the Lender asserts a security interest to pay those obligations set forth in the budget; (b) Grants Lender adequate protection, retroactive to the Petition Date, of its interest in the Prepetition Collateral, including the cash collateral in an amount equal to the aggregate diminution in value, if any, of such interests from and after the Petition Date; (c) Grants Lender a replacement lien on the same assets and in the same priority of its Prepetition Liens; and (d) Requires the Debtor to provide monthly operating reports required by the Office of the United States Trustee, as well as such other periodic financial information that Lender may reasonably request of the Debtor (in addition to, and not in replacement of, those reporting obligations that the Debtor may have under the Prepetition Loan Documents). About iThrive Health LLC iThrive Health, LLC doing business as Village Green Apothecary is a pharmacy in Bethesda, Maryland that provides prescription drugs, over-the-counter medications, individualized nutrition, and healthy living products. iThrive sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-25413) on Nov. 19, 2019. The petition was signed by Marc Isaacson, managing member. At the time of the filing, the Debtor was estimated to have under $1 million in assets and less than $10 million in liabilities. Judge Thomas J. Catliota is assigned to the case. The Debtor is represented by Janet M. Nesse, Esq., at MCNAMEE HOSEA. JAGGED PEAK: Committee Taps McDonald Carano as Local Counsel ------------------------------------------------------------ The official committee of unsecured creditors of Jagged Peak, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire McDonald Carano LLP as its local counsel. The firm will provide these services to the committee in connection with the Chapter 11 cases filed by Jagged Peak and its affiliates: a. represent the committee in its consultation with the Debtors; b. represent the committee at hearings held before the court and communicate with the committee regarding the issues raised and the decisions of the court; c. assist the committee in its examination and analysis of the conduct of the Debtors' affairs and the reason for their bankruptcy filing; d. review all legal papers filed with the court by the Debtors or third parties; e. assist the committee in preparing application and other legal documents; f. apprise the court of the committee's analysis of the Debtors' operations; g. confer with the financial advisors and other professionals retained by the committee so as to advise the committee and the court more fully of the Debtors' operations; h. assist the committee in its negotiations with the Debtors and other parties concerning the terms of any proposed plan or reorganization; i. assist the committee in its consideration of any plan of reorganization proposed by the Debtors or other parties; j. provide other services that may contribute to the confirmation of a plan of reorganization; k. evaluate and prosecuting any claims that the Debtors may have against third parties; and l. assist the committee in determining whether to sell assets of the Debtors. Ryan Works, Esq., and Amanda Perach, Esq., the firm's attorneys who will be providing the services, charge $450 per hour and $400 per hour, respectively. McDonald Carano is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Ryan J. Works, Esq. Amanda M. Perach, Esq. 2300 West Sahara Avenue, Suite 1200 Las Vegas, NV 89102 Email: rworks@mcdonaldcarano.com aperach@mcdonaldcarano.com About Jagged Peak Jagged Peak Inc. and its subsidiaries are software companies in Tampa, Fla. The Debtors deliver end-to-end global eCommerce solutions that help companies break into new markets and build customer base by creating a seamless experience across borders for all product types. Jagged Peak, Inc., based in Tampa, FL, and its debtor-affiliates sought Chapter 11 protection (Bankr. D. Nev. Lead Case No. 19-15959) on Sept. 16, 2019. In the petitions signed by CRO Jeremy Rosentha, Jagged Peak, and TradeGlobal, LLC, were estimated to have assets of $50 million to $100 million and liabilities of $10 million to $50 million; and TradeGlobal North America Holding, Inc. was estimated to have assets of $1 million to $10 million and estimated liabilities of less than $50,000. The Hon. Mike K. Nakagawa oversees the cases. The Debtors tapped Cozen O'Connor as bankruptcy counsel; Garman Turner Gordon as local counsel; Cowen and Company, LLC as investment banker; and BMC Group, Inc. as claims and noticing agent. On Oct. 24, 2019, The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Jagged Peak and Trade Global, LLC. The committee tapped Brown Rudnick LLP as its lead bankruptcy counsel, and McDonald Carano, LLP as its local counsel. JAGUAR HEALTH: Reports $11.7 Million Net Loss for Third Quarter --------------------------------------------------------------- Jaguar Health, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to common shareholders of $11.68 million on $972,779 of total revenue for the three months ended Sept. 30, 2019, compared to a net loss attributable to common shareholders of $6.14 million on $1.13 million of total revenue for the three months ended Sept. 30, 2018. For the nine months ended Sept. 30, 2019, the Company reported a net loss attributable to common shareholders of $36.71 million on $4.27 million of total revenue compared to a net loss attributable to common shareholders of $20.49 million on $2.82 million of total revenue for the same period in 2018. As of Sept. 30, 2019, the Company had $35.63 million in total assets, $15.25 million in total liabilities, $9 million in series A convertible preferred stock, and total stockholders' equity of $11.38 million. The Company has incurred recurring operating losses since inception and has an accumulated deficit of $127.1 million as of Sept. 30, 2019. The net loss for the nine months ended Sept. 30, 2019 was $32.6 million. The Company expects to incur substantial losses in future periods. Further, the Company's future operations are dependent on the success of the Company's ongoing development and commercialization efforts, as well as securing additional financing. There is no assurance that profitable operations, if ever achieved, could be sustained on a continuing basis. The Company plans to finance its operations and capital funding needs through equity and/or debt financing, collaboration arrangements with other entities, license royalty agreements, as well as revenue from future product sales. The Company does not believe its current capital is sufficient to fund its operating plan through one year from the issuance of these unaudited condensed consolidated financial statements. "There can be no assurance that additional funding will be available to the Company on acceptable terms on a timely basis, if at all, or that the Company will generate sufficient cash from operations to adequately fund operating needs or ultimately achieve profitability. If the Company is unable to obtain an adequate level of financing needed for the long-term development and commercialization of its products, the Company will need to curtail planned activities and reduce costs. Doing so will likely have an adverse effect on the Company's ability to execute on its business plan. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern within one year after the issuance date of the condensed consolidated financial statements," Jaguar said in the SEC filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/25Bbea About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Jaguar Health's principal executive offices are located in San Francisco, California. Jaguar Health reported a net loss of $32.14 million for the year ended Dec. 31, 2018, compared to a net loss of $21.96 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $36.06 million in total assets, $28.71 million in total liabilities, $9 million in series A convertible preferred stock, and a total stockholders' deficit of $1.64 million. BDO USA, LLP, in San Francisco, California, the Company's auditor since 2013, issued a "going concern" opinion in its report dated April 10, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. JOHN B. TALLENT: FNB Wants to Prohibit Cash Collateral Use ---------------------------------------------------------- First National Bank of Pennsylvania asked the U.S. Bankruptcy Court for the Western District of North Carolina to enjoin John B. Tallent, LLC's use of cash collateral and direct the Debtor to segregate and account for the cash collateral. FNB also requested that the automatic stay provisions of 11 U.S.C. Section 362(a) be modified or terminated so that FNB may foreclose on and sell the Real Property described in the Deed of Trust, obtain the rents and profits derived from the Real Property and otherwise enforce its rights in the same as permitted by North Carolina law and the Loan Documents. FNB is the current owner and holder of that certain Note, Commercial Security Agreement, Deed of Trust, Assignment of Rents and Agreements. As of Oct. 25, 2019, the principal amount due on the Note was approximately $329,628. Pursuant to the Assignment of Rents, FNB has a lien or encumbrance on all rents and profits from the Real Property described in the Deed of Trust. FNB believes that the Debtor has used and continues to use cash collateral without authority of the Court or FNB's consent. FNB asserts that in the event that the Court does not grant FNB relief from the automatic stay provision to foreclose on the Real Property and to recover the rents, FNB is entitled to receive from the Debtor interest at the non-default rate for the prior month commencing on or before Jan. 22, 2020. FNB also believes that the appointment of a Trustee is in the best interest of creditors because substantial adverse interests exists. FNB contends that the continuation by the Debtor acting as a debtor-in-possession could substantially result in further siphoning of funds or continued actions that would further harm the creditors' interests and reduce any possible recovery to creditors. About John B. Tallent John B. Tallent, LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). John B. Tallent, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 19-31454) on Oct. 24, 2019. The petition was signed by John B. Tallent, manager. At the time of the filing, the Debtor disclosed under $10 million in assets and less than $1 million in debts. The Hon. J. Craig Whitley is the case judge. The Debtor is represented by John C. Woodman, Esq. at ESSEX RICHARDS, P.A. MARKPOL DISTRIBUTORS: May Continue Cash Use Through Feb. 29 ----------------------------------------------------------- Judge A. Benjamin Goldgar of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Markpol Distributors, Inc., and its debtor-affiliates to use cash collateral until the close of business on Feb. 29, 2020, solely in accordance with the Budgets and the other terms and conditions set forth in the Nineteenth Interim Order. A continued hearing on the Cash Collateral Motion is scheduled to take place on Feb. 26, 2020 at 10:00 a.m. In return for the Debtors' continued interim use of cash collateral, MB Financial Bank, N.A., is granted the following adequate protection for its asserted secured interests in substantially all of the Debtors' assets to the extent and validity held prepetition: (a) The Debtors must permit the MB Financial to inspect, upon reasonable notice, within reasonable hours, the Debtor's books and records; (b) The Debtors must maintain and pay premiums for insurance to cover the collateral from fire, theft and water damage and MB Financial consents to the payment of such premiums from its cash collateral; (c) The Debtors must make available to MB Financial evidence of that which constitutes their collateral or proceeds; (d) The Debtors must properly maintain the collateral in good repair and properly manage the collateral; and (e) MB Financial is granted replacement liens, attaching to the collateral, but only to the extent of MB Financial's prepetition liens. In addition, the Debtor must provide MB Financial, each Wednesday: (i) a detailed accounts receivable aging report; (ii) a weekly accounts receivable billing log; (iii) a weekly budget variance report; (iv) a weekly inventory purchase log; and (v) CVS system screen shots representing the next 4 weeks payment to the reporting. The Debtor must also provide MB Financial: (i) monthly financials statements (income statement and balance sheet) by the 20th of each following month; and (ii) rolling four quarter financial statement forecasts due five days prior to the start of each respective quarter; and (iii) a monthly inventory report. About Markpol Distributors Markpol Distributors, Inc. -- http://markpoldistributors.com/-- is a food distributor specializing in European grocery merchandise imported from European exporters. The Company's customers may select an offering of 4 to 24 feet selection of assorted grocery merchandise appealing to the American and European consumer. Markpol is headquartered in Wood Dale, Ill. Markpol Distributors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-06105) on March 2, 2018. On May 30, 2018, Vistula Development, Incorporated and Kozyra Holdings, LLC - 955 Lively, LLC each filed Chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 18-15604 and 18-15605). In the petition signed by CEO Mark Kozyra, Markpol estimated assets and liabilities at $1 million to $10 million. Judge Benjamin A. Goldgar is the case judge. Shelly A. DeRousse, Esq., at Freeborn & Peters LLP, is the Debtors' counsel. Rally Capital Services, LLC is the financial advisor. Patrick S. Layng, U.S. Trustee for the Northern District of Illinois, appointed an official committee of unsecured creditors on March 15, 2018. The committee retained Goldstein & McClintock LLLP as its counsel. MEADE INSTRUMENTS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Meade Instruments Corp. 27 Hubble Irvine, CA 92618 Case No.: 19-14714 Business Description: Meade Instruments Corp. designs and manufactures optical products, including telescopes, cameras, binoculars, and sports optics products. Chapter 11 Petition Date: December 4, 2019 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Erithe A. Smith Debtor's Counsel: Marc C. Forsythe, Esq. Robert P. Goe, Esq. GOE FORSYTHE & HODGES LLP 18101 Von Karman Avenue Ste 1200 Irvine, CA 92612 Tel: 949-798-2460 Fax: 949-955-9437 Email: kmurphy@goeforlaw.com rgoe@goeforlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Victor Aniceto, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb19-14714.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. AAS Sky Publishing $17,680 1667 K. Street, N.W. Suite 800 Washington, DC 20006 2. ABF Freight System, Inc. $7,957 PO Box 10048 Fort Smith, AR 72917-0048 3. Coast Aluminum $8,248 & Architectural Inc. Dept 2940 Los Angeles, CA 90084-2940 4. Cornerstone Research Inc. $135,000 555 West 5th Street, 38th Floor Los Angles, CA 90013 5. Jeff D. Redman $23,702 dba Redman Dspts & Invest. Grp. 57 Paloma Dr. Corte Madera CA 94925 6. Jet Fittings $8,733 810 S. Grand Ave. Santa Ana, CA 92705 7. Kuehne + Nagel Inc. $40,560 20000 S. Western Avenue Torrance, CA 90501 8. Michael Dzurny $18,338 Delta Marketing 99 Woodstone Road Rockaway, NJ 07866 9. Optronic Technologies, Inc. Unknown dba Oreon Telescopes & Binoculars Inc. 89 Hangar Way Watsonville, CA 95076 10. Orca Pacific $22,289 Manufacturer's Representative 1100 Dexter Ave N, Suite 200 Seattle, WA 98109-3598 11. Rene Villarruel Garcia $14,457 DBA Acabados En Color Campos 32 Sin Numero Cerro Colorado Tijuana, Baja California Mexico 22223 12. Sentrytools LLC $16,462 613 W. Valley, View Drive Fullerton, CA 92835 13. Seymour Solar, LLC $12,860 P.O. Box 520 Escalante, UT 84726 14. Sheppard, Mullin, $2,516,647 Richter & Hampton 333 South Hope Street 43rd Floor Los Angeles, CA 90071-1448 15. Simulation Curriculum Corp $8,740 11900 Wayzata, Blvd #126 Minnetonka, MN 55035 16. Storopack, Inc. $14,348 Dept. C, Location 00207 Cincinnat, OH 45264-0207 17. US Digital $16,985 1400 NE 136th Avenue Vancouver, WA 98684 18. Viewway Optics $268,934 Enterprises Co. Ltd. 5/F, Bldg 3 Yuanying Industrial Park Shi Tang Zhuang Rd Huadu District, 510800 Guangzhou, China 19. Wal-Mart Stores, Inc. $8,870 c/o Bank of America P.O. Box 500787 St. Louis, MO 63150-0787 20. YRC Inc. $13,484 P.O. Box 100129 Pasadena, CA 91189-0003 MEDICAL SIMULATION: Seeks to Hire Shapiro Bieging as Legal Counsel ------------------------------------------------------------------ Medical Simulation Corporation seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Shapiro Bieging Barber Otteson LLP as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. prepare statement of financial affairs, schedules, pleadings and applications, and conduct examinations incidental to any related proceedings or to the administration of the case and the estate; b. determine the relationship of Debtor and the claims of creditorse, equity interest holders and other parties; c. advise the Debtor of its rights and duties under Chapter 11 of the Bankruptcy Code; d. assist Debtor in maximizing the value of the estate for the benefit of creditors, owners and other parties; e. assist the Debtor in the formulation of a bankruptcy plan; and f. represent the Debtor in contested matters, adversary proceedings and other litigations. The hourly rates range from $250 to $450 for attorneys and from $160 to $185 for paralegals. Shapiro received a pre-bankruptcy retainer in the amount of $35,764.44 and $1,717 for the filing fee. Duncan E. Barber, Esq., at Shapiro, disclosed in court filings that the firm and its employees are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Shapiro can be reached through: Duncan E. Barber, Esq. Julie Trent, Esq. 7979 E. Tufts Avenue, Suite 1600 Denver, CO 80237 Telephone: 720-488-0220 Telecopy: 720-488-7711 Email: dbarber@sbbolaw.com jtrent@sbbolaw.com About Medical Simulation Corp. Medical Simulation Corp., a manufacturer of medical equipment and supplies, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-20101) on Nov. 22, 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 Elizabeth E. Brown. METROPOLITAN COLLEGE: Fitch Assigns BB IDR, Outlook Stable ---------------------------------------------------------- Fitch Ratings affirmed the 'BB' rating on $66.7 million of revenue bonds, series 2014, issued by Build NYC Resource Corporation on behalf of the Metropolitan College of New York. In addition, Fitch assigned an Issuer Default Rating of 'BB' to MCNY. The Rating Outlook is Stable. SECURITY The bonds are general obligations of the college and secured by a mortgage on the 40 Rector Street property (now '60 West') and a pledge of unrestricted revenues. ANALYTICAL CONCLUSION MCNY's 'BB' IDR and bond rating reflect the college's very high leverage relative to weak revenue defensibility and stronger operating risk management assessments. Revenue defensibility includes Fitch's assessment of the college's weak demand indicators, declining enrollment and reliance on student-dependent revenue sources. Favorably, MCNY has maintained very strong cash flow margins through proactive cost management and has exceptionally limited intermediate-term capital needs following completion of entirely new facilities at its Manhattan and Bronx locations within the last three fiscal years. KEY RATING DRIVERS Revenue Defensibility:: 'bb' Weak Demand; Limited Revenue Sources Revenue defensibility is characterized by moderate to weaker demand indicators, a history of volatile and declining enrollment, and limited access to additional revenue streams beyond student tuition and fees. Management expects programming and marketing efforts underway to result in enrollment stability and growth over the intermediate term. Operating Risk:: 'aa' Strong Cash Flow; Limited Capital Needs MCNY's stronger operating risk assessment reflects strong and consistent cash flow margins resulting from active expense management relative to enrollment trends. Operating risk related to capital is exceptionally low, as MCNY undertook financings in 2016 to outfit two entirely new campuses in Manhattan and the Bronx. Financial Profile:: 'bb' Elevated Leverage and Sensitivity to Stress The college's financial profile assessment incorporates very high institutional leverage resulting from a limited available funds (AF) cushion relative to substantial debt undertaken in recent years for major capital. The rating is resilient to some level of investment volatility and revenue stress but remains vulnerable to demand volatility beyond Fitch's expectations. Asymmetric Additional Risk Considerations No asymmetric additional risk considerations apply to MCNY's rating. RATING SENSITIVITIES ENROLLMENT STABILIZATION: The negative trend in enrollment and net tuition revenues remains a primary concern, as the college's relatively small scale and high tuition dependence exacerbate the effect of enrollment fluctuations. The Stable Outlook is currently supported by Fitch's expectation that the college's recent efforts will result in enrollment stability in the near term followed by intermediate term growth. Evidence of further deterioration in enrollment would likely result in negative rating action. SUCCESSFUL MORTGAGE REFINANCING: Fitch expects management to successfully refinance a mortgage note for MCNY's Bronx campus, eliminating a bullet repayment of $5.9 million in 2020. The college has sufficient financial resources to repay the debt in full but the resultant reduction in cash would lead to negative rating action. CREDIT PROFILE Founded in 1964, MCNY is a private, not-for-profit institution offering certificate programs and associate and bachelor's degrees, as well as master's degrees in education, management, public affairs and administration. The college is accredited by the Middle States Association of Colleges and Schools. Total full-time equivalent (FTE) enrollment has been somewhat volatile and has declined in recent years to around 900 in fall 2019. Students are largely adult, non-traditional commuter students. Given this student population, courses are structured to be accessible to working adults (day, evening, weekend) and include distance-learning components. The college operates three full semesters each academic year, using a cohort model; however, the majority of students enter in the fall semester. In August 2016, MCNY relocated its primary campus to recently acquired space in a building in lower Manhattan near One World Trade Center and the Fulton Center transportation hub. Previously, the college had leased space in another downtown location. Additionally, the college relocated its Bronx extension program to a newly acquired building in close proximity to the prior Bronx location. According to management, both of these facilities opened on schedule and are now in full operation. REVENUE DEFENSIBILITY MCNY's revenue defensibility reflects moderate admission metrics, but weak retention and graduation rates as well as a general trend of decline in total FTE enrollment through fall 2019 and a very limited student draw. The college does not have a formal endowment, with limited investment balances. Favorably, MCNY does not draw on its investment returns as cash flow from operations is sufficient to cover debt service. Like most small undergraduate-centered institutions, MCNY has very limited outside revenue sources. MCNY has had some demand volatility, with transfers from the closures of other institutions resulting in year to year enrollment variability. The overall demand trend has been negative, with a five-year total FTE enrollment CAGR of -4.8% through fall 2019 and the college is working to implement a marketing plan and new programming opportunities to stabilize enrollment in the near term. Historically, greater stability in graduate enrollment and a unique programming niche have helped sustain modest revenue growth over the same period, though net tuition revenues in 2019 are tracking modestly below budget. Demand indicators are moderate to weaker, with midrange acceptance and matriculation rates hampered by low retention levels. The college has expanded online graduate program offerings to improve enrollment in revenue accretive areas. Similarly, management is reviewing the college's articulation agreements with two-year institutions that support the bulk of MCNY's transfer base in an effort to maximize the potential prospective student draw from these institutions. MCNY's market niche is among nontraditional mid-career college students from New York City within commuting distance of its downtown Manhattan and Bronx locations. Fitch considers this market limitation an unfavorable factor, given the high level of competition from both public and not for profit institutions of higher education within this commuting area and the general economic sensitivity of this prospective student base. Enrollment generally runs cyclical with the economy, given the college's core student base of nontraditional working adults, and enrollment declines in an improving economy have weakened MCNY's revenue defensibility in recent years. The college is highly dependent on student-generated revenues, which constitute nearly 90% of operating revenues. Stability in the federal grant programs that support many of MCNY's students and generally favorable tuition rates have allowed for manageable levels of price sensitivity in MCNY's student base. The college has a limited fundraising history and no formal endowment. Historically, operations have not required the college to draw from financial resources to meet obligations and debt service coverage from operating cash flow has been sufficient. OPERATING RISK MCNY's operating risk management has historically been a notable strength, and the college has maintained consistently strong cash flow margins through active expense management. Capital flexibility is currently a noteworthy strength, as the recent completion of MCNY's Manhattan and Bronx campuses results in very limited capital investment needs in the intermediate term. That said, MCNY's lack of fundraising or other external support limits its capacity to offset capital needs as they arise in the long term. MCNY has historically managed its largely part-time and adjunct faculty base to meet revenue fluctuations and has responded nimbly to changing market conditions. As a result, cash flow margins have hovered around 20% in recent years. Fitch maintains some concern over MCNY's continued ability to manage to these levels should enrollment continue to decline, particularly given a relatively small operating base and somewhat high and inflexible current debt costs (about 15% of 2018 revenues). Revenue softening in 2019 from lower enrollment is being offset with commensurate expense reductions and Fitch expects the college to maintain margins at around this level in the intermediate term. MCNY transitioned into new facilities in downtown Manhattan in 2016 and purchased condominium space for a branch campus in the Bronx. These capital investments were undertaken to improve visibility and accessibility to parts of the city where there was perceived demand for MCNY's program offerings. MCNY's purchase of the Manhattan site provided the institution with better cost controls; previously the college was experiencing escalating lease payments. The very new facilities support a very high level of capital flexibility for the college, as capital investment needs are exceptionally low and no pressing additional projects are expected in the intermediate term. MCNY's lack of fundraising and external capital support could hamper its ability to address any unexpected capital needs, though Fitch considers the associated risk to be limited. FINANCIAL PROFILE Fitch's base case assumes modest revenue volatility in 2019, consistent with management expectations, followed by modest revenue growth. Fitch expects that management will continue to actively control expense growth in line with to marginally below revenue trends. Consistent with exceptionally low capital needs, Fitch expects capital spending levels to remain below depreciation throughout the forward look, likely increasing thereafter. As a result, AF to adjusted debt improves gradually to 28% (from 22% at 2018 year-end) by year five of Fitch's base case scenario. Fitch's stress case scenario incorporates a moderate economic stress to investments, which have a limited effect on MCNY's balance sheet due to its very conservative asset allocation and lack of endowment spending. Fitch's scenario further assumes a modest stress on operating revenues, declining 2% beyond base case expectations in year one and returning to trend by year three of the stress case. Fitch assumes some level of additional capital flexibility in response to these stresses, but maintains operating spending level with base case assumptions. The compound effect of these stresses results in AF to debt declining to around 20% and remaining essentially flat through year five of the scenario. ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS The 2020 bullet repayment of MCNY's Bronx condominium mortgage exposes the college to material refinance risk; however, management is actively exploring refinancing options with banks and nonprofit lenders. If necessary, the college has sufficient liquid resources to repay the note in full, though the resultant reduction in AF would likely lead to negative rating action. Fitch will continue to monitor MCNY's progress toward refinancing this obligation in the coming months. In addition to the sources of information identified in Fitch's applicable criteria specified, this action was informed by information from Lumesis. 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. NEWSCO INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Newsco International Energy Services USA Inc. fka Newsco USA 12029 Brittmoore Park Drive Houston, TX 77041 Case No.: 19-36767 Business Description: Established in 1994, Newsco International Energy Services USA Inc. -- www.newsco-drilling.com -- is a global directional drilling and MWD (measurement while drilling) service company. Newsco has worldwide operating capabilites and has completed projects throughout Canada, United States, India, Indonesia, South and Central America, Middle East, Russia, and Europe. Chapter 11 Petition Date: December 4, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur Debtor's Counsel: Stephen A. Roberts, Esq. CLARK HILL STRASBURGER 720 Brazos Street, Ste 700 Austin, TX 78701 Tel: 512-499-3600 Fax: 512-499-3660 Email: stephen.roberts@clarkhillstrasburger.com sroberts@clarkhill.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Corey D. Campbell, chief operating officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb19-36767.pdf O'HARE FOUNDRY: Seeks Approval to Hire Fractional CFO ----------------------------------------------------- O'Hare Foundry Corporation seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire a fractional chief financial officer. In an application filed in court, the Debtor proposes to employ William Gilmour, a certified public accountant and principal of OCFO, LLC, to assist in setting prices, improving its financial practices, and preparing financial projections to use in formulating a Chapter 11 plan and obtaining exit financing. Mr. Gilmour bills $175 per hour in arrears. His firm charges a monthly administrative fee of $150. Mr. Gilmour disclosed in court filings that he and his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. OCFO can be reached through: William Gilmour, CPA OCFO, LLC 12419 Bristol Commons Circle Tampa, FL 33626 Email: bill.gilmour@floridacfogroup.com About O'Hare Foundry Corporation Established in 1921, O'Hare Foundry Corporation -- http://www.oharefoundry.com-- manufactures sand castings from brass, brass and bronze alloys, and aluminum alloys. O'Hare Foundry Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 19-41834) on March 27, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Charles E. Rendlen III. The Debtor tapped Danna McKitrick, P.C. as legal counsel; Tueth, Keeney, Cooper, Mohan, and Jackstadt, PC as special counsel; and Stark & Company, P.C. as accountant. OFFSHORE MARINE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Offshore Marine Contractors, Inc. 133 West 113th Street Cut Off, LA 70345 Case No.: 19-13253 Business Description: Offshore Marine Contractors -- http://offshoremarine.net-- is a family- owned and operated company that provides offshore, self-propelled, and self-elevating liftboats for the petroleum exploration and transportation industries. Chapter 11 Petition Date: December 4, 2019 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Hon. Meredith S. Grabill Debtor's Counsel: Brandon A. Brown, Esq. STEWART ROBBINS & BROWN, LLC 301 Main Street, Suite 1640 P.O. Box 2348 Baton Rouge, LA 70821-2348 Tel: (225) 231-9998 Fax: (225) 709-9467 Email: bbrown@stewartrobbins.com - and - Paul Douglas Stewart, Jr., Esq. STEWART ROBBINS BROWN & ALTAZAN, LLC 301 Main Street, Suite 1640 P.O. Box 2348 Baton Rouge, LA 70821-2348 Tel: (225) 231-9998 Fax: (225) 709-9467 Email: dstewart@stewartrobbins.com Total Assets: $32,345,576 Total Liabilities: $69,280,946 The petition was signed by Raimy Eymard, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/laeb19-13253.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Acadiana Hydraulic Works, Inc. $13,054 1608 W. Admiral Doyle Dr., Lot 2 New Iberia, LA 70560 2. Bluehenge Capital $20,097,261 Secured Debt SBIC, LP 400 Convention St., Suite 1060 Baton Rouge, LA 70802 3. Bluetide Communications $48,402 117 Nolan Rd. Broussard, LA 70518 4. Caterpillar Financial Services M/V Raimy $2,100,611 2120 West End Ave. Eymard Nashville, TN 37203 5. Encore Food Services $192,263 231 Capital Blvd. Houma, LA 70360 6. Extreme Welding Service, LLC $14,620 P.O. Box 1256 Raceland, LA 70394 7. Gator Rigging, $11,678 Inspection, Testing P.O. Box 2316 Morgan City, LA 70381 8. Glencor, Inc. Bareboat Liftboat $9,330,778 Attn: Charles R. Glenn Charter Agreement 11200 West 191st, Street Spring Hill, KS 66083 9. Global Data Systems, Inc. $32,936 Attn: Mark Ditsious 310 Laser Lane Lafayette, LA 70507 10. Go Marine Services $19,543 P.O. Box 1698 Mandeville, LA 70470 11. Gulf Crane Services, Inc. $18,741 P.O. Box 1843 Covington, LA 70434-1843 12. Lafourche Parish $17,414 Sheriff's Office P.O. Box 5608 Thibodaux, LA 70302-5608 13. Marine Industrial Fabricators $7,830 P.O. Box 9218 New Iberia, LA 70562 14. Motion Industries $35,553 5837 Hwy. 311 Houma, LA 70360 15. Parkway Services Group $26,188 P.O. Box 842065 Boston, MA 02284-2065 16. Paul's Agency $364,172 P.O. Box 1599 Gray, LA 70359 17. Provisions Energy & $248,777 Marine Support P.O. Box 516 Broussard, LA 70518 18. Quality Paint & Supply $12,840 18297 La Hwy. 3235 Galliano, LA 70354 19. Schambo Manufacturing, LLC $26,850 100 Lemedicin Rd. Carencro, LA 70520 20. Sewart Supply, Inc. $8,251 1617 Hwy. 90 E P.O. Drawer L Morgan City, LA 70381 OMNICHOICE HEALTH: Payments from Star Medical to Fund Plan ---------------------------------------------------------- Omnichoice Health Services, LLC, filed a Chapter 11 plan and a disclosure statement. The Debtor realized that it would not be able to transition to an independent urgent care facility and worked to mitigate its losses. As a result, the Debtor negotiated a settlement with Paramount through which Paramount assumed the Debtor's lease with its landlord, purchased majority of the Debtor's assets from the Debtor, and waived any potential claims against the Debtor.Followingits settlement with Paramount, the Debtor analyzed other potential revenue streams. Ultimately, the Debtor decided that it would have the highest likelihood of effectuating a successful reorganization by transitioning into a management company. To that effect, the Debtor has negotiated an agreement with Star Medical, LLC, through which the Debtor will be paid to manage Star's medical practice. The Debtor intends to use the funds it generates from managing Star to fund the Plan Under the Plan, each allowed secured claim, at the election of the Debtor, may (i) remain secured by a Lien in property of the Debtor retained by such holder, (ii) paid in full in cash (including allowable interest) over time or through a refinancing or a sale of the respective asset securing such allowed secured claim, (iii) offset against, and to the extent of, the Debtor's claims against the holder, or (iv) otherwise rendered unimpaired as provided under the Bankruptcy Code. Each holder of an allowed unsecured claim will receive, on account of such allowed claim, a pro rata distribution of cash from the Plan Trust. The Debtor's Plan will be funded by the revenue the Debtor receives from managing Star. A full-text copy of the Disclosure Statement dated Nov. 13, 2019, is available at https://tinyurl.com/tnvkfxx from PacerMonitor.com at no charge. Attorney for the Debtor: Buddy D. Ford Jonathan A. Semach Heather M. Reel BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, Florida 33615-3008 Telephone #: (813) 877-4669 Office Email: All@tampaesq.com E-mail: Buddy@tampaesq.com E-mail: Jonathan@tampaesq.com E-mail: Heather@tampaesq.com About OmniChoice Health Services OmniChoice Health Services LLC -- https://www.paramounturgentcare.com/ -- provides urgent care medical services throughout Central Florida, with seven locations. The medical centers treat a variety of injuries including cuts, simple fractures, eye injuries, sprains and strains. The company's medical centers also treat many types of symptoms including rashes, sore throats, flu, fever, upper respiratory infections, urinary tract infections and digestive ailments. OmniChoice Health Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04225) on June 27, 2019. At the time of the filing, the Debtor disclosed $177,815 in assets and $1,148,946 in liabilities. The case is assigned to Judge Cynthia C. Jackson. Buddy D. Ford, P.A. is the Debtor's bankruptcy counsel. PACIFIC CONSTRUCTION: To Present Plan for Confirmation Dec. 19 -------------------------------------------------------------- The Bankruptcy Court has conditionally approved Pacific Construction Group, LLC's Disclosure Statement. The hearing to consider final approval of the Disclosure Statement and confirmation of the Plan, at which testimony will be received if offered and admissible, will be held on Dec. 19, 2019 at 1:30 p.m., in US Bankruptcy Court, Courtroom #1, 1050 SW 6th Ave., 7th Floor, Portland, OR 97204. Objections to the proposed disclosure statement or plan must be filed and served no later than 7 days before the hearing date. Written ballots accepting or rejecting the plan or amended plan must be received by the proponent of the plan Nicholas J. Henderson, whose service address is Motschenbacher & Blattner, LLP 117 SW Taylor Street Ste 300 Portland, OR 97204, no later than 7 days before the hearing date. About Pacific Construction Group Pacific Construction Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Oregon Case No. 19-31770) on May 14, 2019. In the petition signed by Christopher Mackenzie, member, the Debtor was estimated to have assets of less than $100,000 and debt of less than $500,000. The Debtor is represented by Nicholas J. Henderson, Esq. at Motschenbacher & Blattner, LLP. PEN INC: Tama Budaj & Raab Raises Going Concern Doubt ----------------------------------------------------- PEN Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $53,135 on $4.33 million of total revenues for the year ended Dec. 31, 2018, compared to a net loss of $687,068 on $7.88 million of total revenues for the year ended Dec. 31, 2017. As of Sept. 30, 2018, PEN Inc. had $1.88 million in total assets, $2.64 million in total liabilities, and a total stockholders' deficit of $753,396. Tama, Budaj & Raab, P.C., in Farmington Hills, Michigan, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Nov. 13, 2019, on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses, has a stockholders' deficit and has a working capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/nwDAS7 About PEN Inc. Headquartered in Miami, Florida, PEN develops, commercializes and markets consumer and industrial products enabled by nanotechnology that solve everyday problems for customers in the optical, transportation, military, sports and safety industries. The Company's primary business is the formulation, marketing and sale of products enabled by nanotechnology including the ULTRA CLARITY brand eyeglass cleaner, CLARITY DEFOGIT brand defogging products and CLARITY ULTRASEAL nanocoating products for glass and ceramics. The Company also sells an environmentally friendly surface protector, fortifier, and cleaner. The Company's design center conducts product development services for government and private customers and develops and sells printable inks and pastes, thermal management materials, and graphene foils and windows. PEN was formed in 2014, and is the successor to Applied Nanotech Holdings Inc. that had been formed in 1989. In the combination that created PEN, Nanofilm, Ltd. acquired Applied Nanotech Holdings, Inc. PLAYTIKA HOLDING: Moody's Lowers CFR to B1, Outlook Stable ---------------------------------------------------------- Moody's Investors Service downgraded Playtika Holding Corp.'s Corporate Family Rating to B1 from Ba3 and also downgraded its Probability of Default Rating to B1-PD from Ba3-PD in connection with revised terms for the company's proposed $2.5 billion first lien term loan B. Elevated pricing for the term loan and increased original issue discount and transaction costs are expected to increase the company's pro forma interest expense by $50 million annually and reduce opening cash balances by approximately $37 million. The resulting reduction in free cash flow and opening liquidity reduces Playtika's expected financial flexibility over the next 12-18 months as the company executes on its M&A driven growth strategy and debt repayment plans. Playtika's proposed senior secured first lien bank credit facilities were downgraded to B1 from Ba3, in line with the CFR. The outlook is stable. Proceeds from the proposed debt issuance in addition to about $155 million of balance sheet cash will be used to refinance existing indebtedness as well as pay associated transaction fees and expenses. Downgrades: Issuer: Playtika Holding Corp. Corporate Family Rating, Downgraded to B1 from Ba3 Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Senior Secured 1st lien Term Loan, Downgraded to B1 (LGD4) from Ba3 (LGD4) Senior Secured 1st lien Revolving Credit Facility, Downgraded to B1 (LGD4) from Ba3 (LGD4) Outlook Actions: Issuer: Playtika Holding Corp. Outlook, Remains Stable The assignment of ratings remains subject to Moody's review of the final terms and conditions of the proposed financing that is expected to close by the end of 2019. RATINGS RATIONALE The B1 CFR reflects Playtika's relatively high initial leverage pro forma for the proposed refinancing, its limited track record of performance as a standalone entity, and limited history of performance through various economic cycles. For the LTM period ended June 30, 2019, Moody's adjusted leverage was about 4.5x. Moody's forecasts adjusted leverage to decline to approximately 4x or below in the next 12-18 months. The rating also considers both Playtika's limited end-market diversification, as the company offers various mobile gaming applications via various mobile and internet application platforms with the vast majority of revenues generated through in-app purchases. Playtika is also expected to be highly acquisitive as the company's strengths lie primarily in keeping casual users engaged with its products and converting them into paying customers. Rather than developing regular major game releases, the company is expected to acquire less profitable game studios with existing customer bases which can be converted into paying customers over time by adding features and content personalized to users and increasing engagement. Moreover, Playtika is smaller in scale relative to competitors such as Tencent Holdings Limited, Activision Blizzard, Inc. and Electronic Arts, Inc., which also have more flexible capital structures and more diversified revenue streams. There is potential for competitors to pivot toward Playtika's strategy of acquiring existing game studios with substantial user bases which could drive up M&A valuations over time. The rating is supported by Playtika's leading market position within the category of casino-themed and casual mobile gaming market sub-segments which have experienced rapid growth over the past 5-10 years with the proliferation of social networking and smart phone ubiquity. The rating is also supported by Playtika's high profitability, with EBITDA margins in the mid 30% range, strong free cash flow generation capabilities and prospects for rapid deleveraging which result from its strong capabilities in content personalization and monetization. Though leverage is currently considered high, Moody's expects that Playtika will maintain a moderate financial strategy over time. The company is 100% controlled by Giant Network Group and Giant's chairman, Yuzhu Shi is also a significant investor in Playtika Holding Corp's indirect holding company parent Alpha Frontier. In connection with the proposed financing, Playtika will add 2 independent board members who will control the company's audit committee. The stable outlook reflects Moody's expectation that Playtika will generate low double-digit percentage revenue and EBITDA growth over the next 12-18 months which will support deleveraging. Deleveraging will also be supported by the expected 5% mandatory term loan amortization on the proposed term loan B. Playtika's ratings could be upgraded if the company were to reduce leverage materially such that debt to EBITDA was sustained below 3x and FCF / debt sustained in at least the 10-15% range while also maintaining strong profit and revenue growth profiles. Ratings could be downgraded if Playtika were expected to have more aggressive financial policies over time which could be evidenced by large debt-funded acquisitions or further shareholder returns. Ratings could also face downward pressure if the company were to experience material diminution of earnings growth or cash flow generation due to end-market declines or competitive pressures. Playtika's liquidity is considered good, supported by an expected closing cash balance of about $184 million, expectations for annualized free cash flow generation of at least $150 million over the next 12-18 months, and a $250 million revolving credit facility which will be undrawn at the close of the transaction but could be used for letters of credit or acquisition activity. The B1 rating for Playtika's proposed bank credit facilities reflects a B1-PD PDR and the company's covenant-lite, single-class debt structure. The first lien credit facilities are guaranteed by existing and subsequently acquired direct or indirect material wholly-owned restricted subsidiaries of Playtika Holding Corp located in the US, UK and Israel subject to certain limitations and exceptions and will require, after closing, 80% of adjusted EBITDA to be generated by, and material IP to be owned by Playtika Holding Corp. and subsidiary guarantors. As proposed, the new term loan is expected to contain limited covenant flexibility for transactions that could adversely affect creditors including incremental facility capacity equal to the greater of $100 million, plus additional pari passu credit facilities so long as the first lien net leverage ratio does not exceed 2.75x. Additional incremental debt is permitted for incremental facilities that are secured on a junior lien basis or are unsecured. No investments may be made in unrestricted subsidiaries in the form of the company's following "material" games; Slotomania, Bingoblitz, House of Fun, Caesars Casino or World Series of Poker. Investments in all unrestricted subsidiaries is limited to $50 million. Proceeds from the sale of any of the material games must be used for debt repayment without reinvestment rights. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Playtika Holding Corp, headquartered in Nevada, USA with major operations in Tel Aviv, IL, is a provider of casino-themed and casual mobile gaming applications offered through a variety of social network and mobile application platforms. The company generated gross revenues of approximately $1.7 billion, primarily through in-app purchases, in the LTM period ended June 30, 2019. PURADYN FILTER: Incurs $431,651 Net Loss in Third Quarter --------------------------------------------------------- Puradyn Filter Technologies Incorporated filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $431,651 on $326,532 of net sales for the three months ended Sept. 30, 2019, compared to net income of $89,755 on $1.31 million of net sales for the three months ended Sept. 30, 2018. For the nine months ended Sept. 30, 2019, the Company reported a net loss of $1.16 million on $1.28 million of net sales compared to net income of $61,884 on $3.34 million of net sales for the nine months ended Sept. 30, 2018. As of Sept. 30, 2019, the Company had $2.47 million in total assets, $12.62 million in total liabilities, and $10.15 million in total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: https://is.gd/zgzrWO About Puradyn Filter Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated (OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures, markets and distributes worldwide the Puradyn bypass oil filtration system for use with substantially all internal combustion engines and hydraulic equipment that use lubricating oil. Puradyn Filter reported a net loss of $216,382 for the year ended Dec. 31, 2018, compared to a net loss of $1.23 million for the year ended Dec. 31, 2017. Liggett & Webb, P.A., in Boynton Beach, Florida, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 25, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, noting that the Company has experienced net losses since inception and negative cash flows from operations and has relied on loans from related parties to fund its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. QUAD/GRAPHICS INC: Moody's Cuts CFR to B1; Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service downgraded Quad/Graphics, Inc.'s corporate family rating to B1 from Ba3, probability of default rating to B1-PD from Ba3-PD, senior secured revolving credit facility and senior secured term loan A ratings to Ba3 from Ba2, and senior unsecured notes rating to B3 from B2. Moody's also downgraded the company's speculative grade liquidity rating to SGL-2 from SGL-1. The outlook was changed to stable from negative. "The downgrade reflects Quad's declining revenue and EBITDA and increased leverage as a result of secular pressures in the commercial printing industry", said Peter Adu, Moody's Vice President and Senior Analyst. "The downgrade of the SGL rating reflects Moody's view of the company's reduced free cash flow generating capacity", Adu further added. Ratings Downgraded: Corporate Family Rating, to B1 from Ba3 Probability of Default Rating, to B1-PD from Ba3-PD Speculative Grade Liquidity, to SGL-2 from SGL-1 $800 million Senior Secured Revolving Credit Facility due 2024, to Ba3 (LGD3) from Ba2 (LGD3) $825 million Senior Secured Delayed Draw Term Loan A due 2024, to Ba3 (LGD3) from Ba2 (LGD3) $244 million Senior Unsecured Notes due 2022, to B3 (LGD5) from B2 (LGD5) Outlook Action: Outlook, Changed to Stable from Negative RATINGS RATIONALE Quad's B1 CFR is constrained by: (1) exposure to the commercial printing industry's secular decline; (2) execution risks as acquisitions remain an integral part of its strategy; and (3) leverage (adjusted Debt/EBITDA) that will be sustained around 4x in the next 12-18 months (3.8x for LTM Q3/2019). The company benefits from: (1) good market position and scale in commercial printing; (2) conservative financial policy, focused on ongoing debt repayment; (3) flexible cost structure, which allows for continued cost reduction; and (4) good liquidity, including ability to generate positive free cash flow despite ongoing pressures. Quad's social risk is elevated. Technological advancement is impacting the way customers consume data. Due to electronic substitution, the commercial printing industry is under pressure and Quad is transforming its business model. The company's evolution towards integrated marketing services exposes it to increasing data security and customer privacy risk. The shift to digital will require a continuing focus on cost reduction for Quad. Quad's governance risk is moderate. Moody's considers the company's financial policy to be conservative characterized by management's attention to debt repayment rather than shareholder-friendly actions as well as having a moderate publicly stated leverage target. Quad's share repurchases are minimal and its dividend payments were cut by 50% after Q3/2019 to conserve liquidity. Quad has good liquidity. Sources approximate $850 million while uses in the form of mandatory term loan amortization payments in the next 4 quarters total about $45 million. Liquidity is supported by $18 million of cash at Q3/2019, Moody's expected free cash flow of about $80 million in the next 12 months, and about $750 million of availability under its $800 million revolving credit facility, which matures in January 2024. The company is subject to total and senior leverage, and coverage covenants and Moody's expects more than 10% cushion on the tightest covenant (total leverage) in the next four quarters. Quad has limited ability to generate liquidity from asset sales. The stable outlook is based on expectations that the company will maintain at least adequate liquidity, manage its cost structure in line with its revenue decline and generate positive free cash flow, supplemented with asset sales with which to deleverage and sustain leverage around 4x, through the next 12 to 18 months. The rating could be upgraded if the company generates sustainable positive organic growth and sustains leverage below 3.5x (3.8x at LTM Q3/2019). The rating could be downgraded if business fundamentals deteriorate, evidenced by accelerating revenue and EBITDA decline or if leverage is sustained above 4.5x (3.8x at LTM Q3/2019). Weakening liquidity, possibly due to negative free cash flow generation on a consistent basis or a significant debt-financed acquisition could also cause a downgrade. The principal methodology used in these ratings was Media Industry published in June 2017. Headquartered in Sussex, Wisconsin, Quad/Graphics, Inc. is a leading North American commercial printing company. Revenue for the last twelve months ended September 30, 2019 was $4.2 billion. RAYBAR INC: Case Summary & 14 Unsecured Creditors ------------------------------------------------- Debtor: Raybar, Inc. dba Lodge at the Falls 3245 Falls Parkway Branson, MO 65616 Case No.: 19-61454 Business Description: Raybar, Inc. owns and operates Lodge at the Falls hotel. Chapter 11 Petition Date: December 4, 2019 Court: United States Bankruptcy Court Western District of Missouri (Springfield) Judge: Hon. Cynthia A. Norton Debtor's Counsel: Diana P. Brazeale, Esq. BRAZEALE LAW FIRM, LLC 1484 Highway 248, Suite 105 Branson, MO 65616 Tel: 417-334-7494 Fax: 417-334-7405 Email: diana@brazealelaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Muhammad Farooq, general manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at: http://bankrupt.com/misc/mowb19-61454.pdf RENFRO CORP: Moody's Cuts CFR to Caa1, Outlook Negative ------------------------------------------------------- Moody's Investors Service downgraded Renfro Corporation's corporate family rating to Caa1 from B3, probability of default rating to Caa1-PD from B3-PD, and first lien term loan rating to Caa1 from B3. The outlook remains negative. The downgrades reflect the increasing risk that Renfro may not be able to address its upcoming 2021 debt maturities at par in a timely and economic manner. While the company secured a covenant amendment, covenant cushion is still very modest and overall liquidity remains weak reflecting the asset-based revolving credit facility expiration in February 2021 and its senior secured term loan maturity in March 2021. Renfro may not be able to support a material potential increase in interest rates that may be required to facilitate a refinancing transaction given the forecasted operating performance decline in the fiscal year ending January 2020 and uncertain future cash flow improvement amid a highly promotional apparel environment. Moody's took the following rating actions for Renfro Corporation: Corporate family rating, downgraded to Caa1 from B3; Probability of default rating, downgraded to Caa1-PD from B3-PD $161 million ($145 million outstanding) senior secured first lien tranche B term loan due 2021, downgraded to Caa1 (LGD4) from B3 (LGD4) Outlook, remains negative RATINGS RATIONALE Renfro's Caa1 CFR reflects the company's weak liquidity and risks regarding the company's ability to refinance its upcoming debt maturities, given its declining operating performance and high leverage. Moody'sexpects earnings to decline significantly in FYE January 2020, resulting in Moody's-adjusted debt/EBITDA of 6.4 times (Moody's-adjusted, equivalent to 5.0 times based on credit agreement EBITDA and funded debt), as a result of a temporary disruption in its Fort Payne, AL manufacturing facility, the loss of certain retail and licensing programs, and digital investments. While Renfro should be able to correct its manufacturing issues in FY 2021, the company's ability to return to earnings growth and solid positive free cash flow remains uncertain. The ratings also incorporate the company's significant customer concentration, narrow product focus, and modest scale. As an apparel manufacturer and designer, Renfro needs to make ongoing investments to sustain brand equity for its owned brands, as well as appropriate social and environmental practices with respect to the treatment of its work force, consumer data protection and product sourcing. With regard to financial strategy, in Moody's view the extended period of ownership (13 years) by private equity sponsor Kelso & Company, L.P. significantly reduces the likelihood of any sponsor equity support. Supporting the rating are Renfro's well-recognized licensed brands, long-term customer relationships and the relatively stable nature of the socks business. The rating also incorporates the company's history of voluntary debt repayment with free cash flow. The ratings could be downgraded if the company does not make material progress towards a refinancing over the next 2-3 months. The ratings could also be downgraded if default risk increases as a result of other factors, including greater than anticipated deterioration in operating performance or liquidity, or if Moody's recovery rate estimates decline. The ratings could be upgraded if the company refinances its capital structure at par in a timely and economical manner, and improves its overall liquidity. Quantitatively, a ratings upgrade would require expectations that EBIT/interest expense maintained above 1 times. The principal methodology used in these ratings was Apparel Methodology published in October 2019. Renfro Corporation, based in Mount Airy, North Carolina, is a leading manufacturer and distributor of branded and private label socks. The company designs, manufactures, and distributes under exclusive licenses from third parties including Fruit of the Loom, Dr. Scholl's, Polo, Ralph Lauren, Carhartt, Russell, New Balance and Sperry; under owned brands including Hot Sox, KBell and Copper Sole; and brands produced under manufacturing agreements for Smartwool and Pearl Izumi. The company sources from Asia vendors and has manufacturing facilities in the US. Renfro has a significant customer concentration with Wal-Mart. Private equity firm Kelso & Company, L.P. has been the majority owner of Renfro since 2006. Revenues for the twelve months ending July 2019 were below $500 million. SIGMA LOGISTICS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Sigma Logistics, Inc. 55 Chamisa Road, Suite B Covington, GA 30016 Case No.: 19-69496 Business Description: Sigma Logistics, Inc. is a full service logistics provider that specializes in dedicated operations. The Company is equipped to warehouse dry products and transport both dry and refrigerated products. Chapter 11 Petition Date: December 4, 2019 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Judge: Hon. Paul Baisier Debtor's Counsel: Thomas T. McClendon, Esq. JONES & WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 Email: tmcclendon@joneswalden.com info@joneswalden.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tarrance Houston, authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ganb19-69496.pdf STURDIVANT TAYLOR: Allowed to Use BankFirst Cash Collateral ----------------------------------------------------------- Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern District of Mississippi inked his approval to an Agreed Final Order authorizing Sturdivant Taylor, LLC, to continue using cash collateral of BankFirst. BankFirst is a secured creditor holding liens on Debtor's real property, rents and leases. The total amount owed to BankFirst is the approximate amount of $555,000. BankFirst agrees that the Debtor should be authorized to use its cash collateral under the same terms and conditions contained in its security documents commencing as of the petition date and continuing until further order of the Court for the payment of necessary and normal operating expenses of its business. About Sturdivant Taylor Sturdivant Taylor, LLC owns and leases real property located at 243 Yandell Road,Canton, Miss., with a building located thereon leased to Building Blocks of Madison Crossing Daycare and Learning Center, Inc. where it operates a daycare. Sturdivant Taylor and Building Blocks sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Lead Case No. 19-03561) on Oct. 7, 2019. At the time of the filing, Sturdivant Taylor disclosed assets of less than $50,000 and liabilities of less than $1 million. The cases have been assigned to Judge Neil P. Olack. Hood & Bolen, PLLC is the Debtors' legal counsel. STURDIVANT TAYLOR: May Continue Using BankPlus Cash Collateral -------------------------------------------------------------- Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern District of Mississippi inked his approval to an Agreed Final Order authorizing Sturdivant Taylor, LLC to continue using cash collateral of BankPlus. BankPlus is a secured creditor holding liens on Debtor's real property, accounts and accounts receivable. The total amount owed to BankPlus is approximately $33,000. BankPlus agrees that the Debtor should be authorized to use its cash collateral under the same terms and conditions contained in its security documents commencing on the petition date and continuing until further order of the Court for the payment of necessary and normal operating expenses of its business including payments to BankPlus. About Sturdivant Taylor Sturdivant Taylor, LLC owns and leases real property located at 243 Yandell Road,Canton, Miss., with a building located thereon leased to Building Blocks of Madison Crossing Daycare and Learning Center, Inc. where it operates a daycare. Sturdivant Taylor and Building Blocks sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Lead Case No. 19-03561) on Oct. 7, 2019. At the time of the filing, Sturdivant Taylor disclosed assets of less than $50,000 and liabilities of less than $1 million. The cases have been assigned to Judge Neil P. Olack. Hood & Bolen, PLLC is the Debtors' legal counsel. SUPPERTIME INC: Seeks Authorization to Use Cash Collateral ---------------------------------------------------------- Suppertime, Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to use its cash collateral to fund its operations on an ongoing basis. The entities having a lien on the cash collateral of the Debtor are: Suntrust Bank; American Express Bank, FSB; Funding Circle a/k/a FC Marketplace LLC; LoanBuilder by Paypal; Kabbage; QuarterSpot; and Millstone Funding Inc. However, the Debtor asserts that Paypal, Kabbage, QuarterSpot and Millstone do not have a lien on its cash collateral. The Debtor will grant a replacement lien to Suntrust, American Express and Funding Circle to the same extent as any pre-petition lien on and in all property set forth in the respective security agreements and related lien documents on an interim basis through and including the interim hearing in the matter, without any waiver by the Debtor as to the extent, validity or priority of said liens. Suppertime, Inc. operates as a restaurant known as Hurricane Cafe, which is located in Juno Beach, Florida. Suppertime sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-25666) on Nov. 20, 2019. The Petition was signed by G. Scott Philip, president. At the time of the filing, the Debtor disclosed assets under $100,000 and less than $1 million in debts. The Debtor is represented by Craig I. Kelley, Esq. at Kelley, Fulton & Kaplan, P.L. THREESQUARE: Employs Turner & Johns, PLLC as its Attorneys ---------------------------------------------------------- ThreeSquare LLC seeks permission from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Turner & Johns, PLLC as its attorneys. The professional services to be rendered by Turner & Johns, PLLC are: a) Give the Debtor legal advice with respect to its powers and duties as debtor-in-possession and in the management of its business; b) Prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and other legal papers; and c) Perform all other legal services for the Debtor as debtor-in-possession may be necessary herein. The current hourly rate of Brian R. Blickenstaff and Joseph T. Johns, who will lead the firm's engagement, is $250 to $400 per hour. Paralegal work will be charged at the rate of $125 per hour. The Debtor shall pay a total retainer of $5,000. Turner & Johns, PLLC attests that it represents no interest adverse to the Debtor or the estate in matters upon which Turner & Johns, PLLC is to be engaged by the Debtor. The employment of Turner & Johns, PLLC would be in the best interest of the Estate. The firm may be reached at: Brian R. Blickenstaff, Esq. TURNER & JOHNS, PLLC 216 Brooks Street, Suite 200 Charleston, WV 25301 Tel: (304) 720-2300 Fax: (304) 720-2311 Email: bblickenstaff@turnerjohns.com About ThreeSquare ThreeSquare LLC filed a voluntary Chapter 11 Petition (Bankr. N.D. W.Va. Case No. 19-00975) on November 12, 2019, and is represented by Brian R. Blickenstaff, Esq., at Turner & Johns, PLLC. The Debtor listed $1 million to $10 million in both assets and liabilities. THURSTON MANUFACTURING: May Use Cash Collateral Until Feb. 29 ------------------------------------------------------------- Judge Shon Hastings of the U.S. Bankruptcy Court for the District of Nebraska authorized Thurston Manufacturing Company to use cash collateral from Jan. 23, 2019 to Feb. 29, 2020 or the date of confirmation (whichever is first), as provided in the Stipulations. The Debtor may use cash and non‐cash collateral to pay its ordinary and necessary business expenses as well as reasonable, necessary and foreseeable costs and expenses to be incurred in connection with Debtor's reorganization. The Debtor represents that BizCapital Bidco I, LLC holds an interest in cash collateral. The Debtor acknowledges that as of May 2, 2019, it was indebted to Bidco in the principal amount of approximately $3.2 million pursuant to the Bidco Loan Agreement. According to the Stipulation, the parties agree to the same terms provided in the Stipulations in Support of the Debtor's Interim Use of Cash Collateral and Granting Adequate Protection. The Debtor will grant replacement liens to Bidco in postpetition cash collateral of Debtor to the same extent, validity and priority as such security interest existed on the Petition Date, and only to the extent of the diminution in prepetition cash collateral. The Debtor also agrees to grant the following as adequate protection: (i) Bidco's liens and security interests in the prepetition collateral will continue to attach to the Debtor's postpetition assets of the same kind pursuant to the Bidco Loan Agreement; (ii) The Debtor will pay Bidco according to the terms of the Loan Agreement; and (iii) The Debtor will make its equipment and facilities available to inspection by Bidco, pursuant to the Loan Agreement. If the Debtor seeks use of cash collateral after Feb. 29, it will file a motion or stipulated motion seeking additional relief and the Court will hold a telephonic hearing on the motion on Feb. 24, 2020 at 2:30 p.m. About Thurston Manufacturing Thurston Manufacturing Co., a company based in Thurston, Nebraska, filed a Chapter 11 petition (Bankr. D. Neb. Case No. 19-80108) on Jan. 23, 2019. In the petition signed by CEO Ryan J. Jensen, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Shon Hastings oversees the case. Elizabeth M. Lally, Esq., at Goosman Law Firm PLC, serves as bankruptcy counsel to the Debtor. TOUCHPOINT GROUP: Reports $3.9 Million Net Loss for Third Quarter ----------------------------------------------------------------- Touchpoint Group Holdings Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to common stockholders of $3.90 million on $82,000 of revenue for the three months ended Sept. 30, 2019, compared to a net loss attributable to common stockholders of $2.31 million on $3,000 of revenue for the three months ended Sept. 30, 2018. For the nine months ended Sept. 30, 2019, the Company reported a net loss attributable to common stockholders of $5.64 million on $130,000 of revenue compared to a net loss attributable to common stockholders of $8.06 million on $108,000 of revenue for the same period in 2018. As of Sept. 30, 2019, the Company had $5.91 million in total assets, $3.10 million in total liabilities, $605,000 in temporary equity, and $2.20 million in total stockholders' equity. Historically, the Company has incurred net losses and negative cash flows from operations which raise substantial doubt about the Company's ability to continue as a going concern. The Company has principally financed these losses from the sale of equity securities and the issuance of debt instruments. The Company said it may be required to raise additional funds through various sources, such as equity and debt financings. While the Company believes it is probable that such financings could be secured, there can be no assurance the Company will be able to secure additional sources of funds to support its operations or, if such funds are available, that such additional financing will be sufficient to meet the Company's needs or on terms acceptable to it. At Sept. 30, 2019, the Company had cash of approximately $497,000. Together with the Company's current operational plan and budget, the Company believes that it is probable that it will have sufficient cash to fund its operations into at least the first quarter of 2021. However, actual results could differ materially from the Company's projections. A full-text copy of the Form 10-Q is available for free at: https://is.gd/gaxBos About Touchpoint Group Touchpoint Group Holdings Inc., formerly known as One Horizon Group, Inc. -- http://touchpointgh.com-- is a media and digital technology acquisition and software company, which owns Love Media House, a full-service music production, artist representation and digital media business. The Company also holds a majority interest in 123Wish, a subscription-based, experience marketplace, as well as majority interest in Browning Productions & Entertainment, Inc., a full-service digital media and television production company. One Horizon reported a net loss attributable to common stockholders of $13.77 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $7.43 million for the year ended Dec. 31, 2017. Cherry Bekaert LLP, in Tampa, Florida, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 15, 2019, citing that One Horizon has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. TREESIDE CHARTER SCHOOL: Hires Piercy Bowler as Financial Advisors ------------------------------------------------------------------ Treeside Charter School asks for permission from the U.S. Bankruptcy Court for the District of Utah to employ Mark Hashimoto and the firm Piercy Bowler Taylor & Kern as its bankruptcy accountants and financial advisors pursuant to Bankruptcy Code section 327(a). The Debtor needs to employ a bankruptcy accountant and financial advisor to assist with its obligations and duties as a debtor and debtor-in-possession, and desires to employ PBTK as its accountants and financial advisors for that purpose. The Debtor also intends to employ the firm of Red Apple Financial for more general, day-to-day, accounting matters, and has filed a separate application to employ Red Apple for those matters. The Debtor anticipates that the services provided by Red Apple and PBTK will have very little overlap. The nature and extent of the accounting services that the Debtor has requested PBTK to render include, but are not limited to: A. Rendering accounting assistance in the preparation of financial reports required to be filed with this Court; B. Assessing the financial aspects of causes of action the Debtor's estate may have against third parties; C. Assisting with budgets, projections, and similar matters related to the Debtor's chapter 11 plan; D. Providing tax analysis and preparing any required tax returns; and E. Advising the Debtor on any other accounting or financial matters that may arise in the Debtor's estate The Debtor has determined that PBTK and its members and employees are disinterested persons within the meaning of Bankruptcy Code section 101(14). PBTK will charge the Debtor for services on an hourly basis in accordance with the hourly rates in effect at the time services are rendered. The hourly rates of PBTK's staff accountants who will be assisting in this case are $185 to $325. The firm may be reached at: Mark Hashimoto Piercy Bowler Taylor & Kern 9980 South 300 West, Suite 200 Sandy, Utah 84070 Tel: (801) 990-1120 About Treeside Charter School Treeside Charter School sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 19-28378) on Nov. 12, 2019. At the time of the filing, the Debtor disclosed assets of between $1,000,001 and $10 million and liabilities of the same range. The case is assigned to Judge R. Kimball Mosier. The Debtor tapped Cohne Kinghorn, P.C. as its legal counsel, and Piercy Bowler Taylor & Kern as its accountant and financial advisor. VETERINARY CARE: Seeks to Hire Okin Adams as Legal Counsel ---------------------------------------------------------- Veterinary Care, Inc. and TVET Management LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Okin Adams LLP as their legal counsel. The firm will provide these services in connection with the Debtors' Chapter 11 cases: a. advise the Debtors of their rights, duties and powers; b. assist the Debtors in consultations relative to the administration of their cases; c. analyze claims of creditors and negotiate with creditors; d. assist the Debtors in the analysis of and negotiations with any third party concerning matters relating to a sale of their assets or the terms of a plan of reorganization; e. represent the Debtors at all hearings and other proceedings in their bankruptcy cases; f. review and analyze all applications, orders, statements of operations and schedules filed with the court; and g. assist the Debtors in preparing pleadings and applications. The firm's hourly rates are: Matthew Okin, Partner $575 David Curry, Partner $450 Johnie Maraist, Associate $225 Legal Assistants $135 Okin Adams received retainer fees in the total amount of $100,000. Matthew Okin, Esq., a partner at Okin Adams, disclosed in court filings that the firm does not have any interest adverse to the interests of the Debtors' bankruptcy estates, creditors and equity security holders. Okin Adams can be reached through: Matthew S. Okin, Esq. David L. Curry, Jr., Esq. Johnie A. Maraist, Esq. 1113 Vine St., Suite 240 Houston, TX 77002 Tel: 713.228.4100 Fax: 888.865.2118 Email: mokin@okinadams.com dcurry@okinadams.com jamaraist@okinadams.com About Veterinary Care Veterinary Care Inc. offers a range of pet care services. Petitioning creditors Dr. Warren Resell, Dr. James H. Kelly, Dr. Larry D. Wood, filed an involuntary Chapter 11 petition (Bankr. S.D. Texas Case No. 19-35736) against Veterinary Care, Inc. on Oct. 10, 2019. The petitioners are represented by Richard L. Fuqua, Esq., at Fuqua & Associates, P.C., in Houston. On Nov. 18, 2019, TVET Management LLC filed a voluntary Chapter 11 petition (Bankr. S.D. Texas Case No. 19-36430). On Nov. 19, 2019, the court ordered the joint administration of Veterinary Care's and TVET's bankruptcy cases. The cases are jointly administered under Case No. 19-35736. Judge Christopher M. Lopez presides over the cases. The Debtors tapped Okin Adams LLP as their legal counsel, and The Claro Group, LLC as their financial advisor. Douglas Brickley, managing director of Claro Group, is the chief restructuring officer. VILLAS OF WINDMILL: Trustee Taps Ronald Lewis as Special Counsel ---------------------------------------------------------------- Leslie Osborne, Chapter 11 trustee for Villas of Windmill Point II Property Owners Association, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Ronald Lewis, P.A. as her special counsel. Th trustee requires the services of the firm to deal with issues relating to the sale of a property in Port Saint Lucie, Fla. The firm will charge an hourly fee of $500 for its services. Ronald Lewis does not represent any interest adverse to the trustee, the Debtor and the bankruptcy estate, according to court filings. The firm can be reached through: Ronald B. Lewis, Esq. Ronald B. Lewis, P.A. 1300 North Federal Highway, Suite 203 Boca Raton, FL 33432 About Villas of Windmill Point II Property Based in Port Saint Lucie, Florida, Villas of Windmill Point II Property Owners Association, Inc. is a non-profit corporation with volunteers that self manages 89 separately deeded, single family residential villa units that are attached in 4 and 5 unit clusters within a PUD (Planned Unit Development) of 9 acres as a Deed Restricted Community with Governing Documents that partially include a Declaration of Covenants and Restrictions, running with the land. Villas of Windmill filed a Chapter 11 petition (Bankr. S.D. Fla. 19-20400) on August 2, 2019. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The Debtor is represented by Brian K. McMahon, Esq., in West Palm Beach, Fla. Leslie S. Osborne was appointed as the Debtor's Chapter 11 trustee. The trustee is represented by Rappaport Osborne Rappaport. VILLAS OF WINDMILL: Trustee Taps Treasure Coast as Special Counsel ------------------------------------------------------------------ Leslie Osborne, Chapter 11 trustee for Villas of Windmill Point II Property Owners Association, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Treasure Coast Legal as her special counsel. The trustee requires the services of the firm to research and determine if the Debtor needs to be revitalized as an association under Florida law, and to undertake the revitalization if needed. Robert Rydzewski, Esq., the firm's attorney who will be providing the services, charges an hourly fee of $325. Mr. Rydzewski disclosed in court filings that he and his firm neither hold nor represent any interest adverse to the Debtor's bankruptcy estate. Treasure Coast Legal can be reached through: Robert G. Rydzewski, Esq. Treasure Coast Legal 100 SW Albany Avenue, Suite 310 Stuart, FL 34994 Phone: (772) 621-2898 About Villas of Windmill Point II Property Based in Port Saint Lucie, Florida, Villas of Windmill Point II Property Owners Association, Inc. is a non-profit corporation with volunteers that self manages 89 separately deeded, single family residential villa units that are attached in 4 and 5 unit clusters within a PUD (Planned Unit Development) of 9 acres as a Deed Restricted Community with Governing Documents that partially include a Declaration of Covenants and Restrictions, running with the land. Villas of Windmill filed a Chapter 11 petition (Bankr. S.D. Fla. 19-20400) on August 2, 2019. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The Debtor is represented by Brian K. McMahon, Esq., in West Palm Beach, Fla. Leslie S. Osborne was appointed as the Debtor's Chapter 11 trustee. The trustee is represented by Rappaport Osborne Rappaport. VINSICK FOODS: Has Permission to Use Cash Collateral ---------------------------------------------------- Judge Gregory L. Taddonio of the U.S. Bankruptcy Court for the Western District of Pennsylvania permitted Vinsick Foods, Inc. to use its cash collateral until further Order of Court. The Debtor will make monthly adequate protection payments to First National Bank of Pennsylvania in the amount of $1,524.40 on the Promissory Note, on the 20th day of each month until the earlier of (i) Chapter 11 Plan confirmation; (ii) dismissal of the case; or (iii) further Order of Court. Respondents First National Bank, Corporation Service Company (as representative), Wide Merchant Group, Amax Leasing Source, and CT Corporation System (as representative); are further granted replacement liens and security interest upon the Debtor's post-petition assets with the same priority and validity as Respondents' pre-petition liens to the extent of the Debtor's post-petition use of the proceeds of pre-petition cash collateral. The Replacement Liens will have the same validity, priority and extent (if any) as the liens on cash collateral that existed as of the Petition Date. About Vinsick Foods Vinsick Foods, Inc., d/b/a Fox's Pizza, is a business organized and existing within the Commonwealth of Pennsylvania. The Petition was signed by Michael Vinsick, president. The Debtor filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-23938) on Oct. 7, 2019. THOMPSON LAW GROUP, P.C., serves as counsel to the Debtor. WALKER COUNTY HOSPITAL: Seeks to Hire Waller Lansden as Counsel --------------------------------------------------------------- Walker County Hospital Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Waller Lansden Dortch & Davis, LLP as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. advise the Debtor of its powers and duties in the continued management and operation of its business and property; b. advise the Debtor on the conduct of its case, including all of the legal and administrative requirements of operating in a case under Chapter 11; c. attend meetings and negotiate with representatives of creditors and other parties; d. take all necessary actions to protect and preserve the Debtor's bankruptcy estate, including prosecuting actions on its behalf, defending any action commenced against the Debtor, and represent the Debtor in negotiations concerning litigation in which it is involved; e. prepare pleadings; f. represent the Debtor in connection with obtaining post-petition financing and obtaining authority to continue using cash collateral; g. advise the Debtor in connection with any potential sale of assets; h. appearing before the court and any appellate courts to represent the interests of the Debtor's estate; i. advising the Debtor regarding tax matters; and j. taking any necessary action on behalf of the Debtor to negotiate, prepare and obtain approval of a disclosure statement and confirmation of a bankruptcy plan. The firm's hourly rates are: Partner $360 - $725 Senior Counsel $445 - $630 Counsel $310 - $570 Senior Associate $310 - $360 Associate $255 - $285 Staff Attorney $215 - $320 Paralegal $170 - $250 Staff $20 - $270 The Debtor paid Waller an advance payment retainer in the amount of $200,000. Waller is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Ryan K. Cochran, Esq. Blake D. Roth, Esq. Tyler N. Layne, Esq. Courtney K. Stone, Esq. Waller Lansden Dortch & Davis, LLP 511 Union Street, Suite 2700 Nashville, TN 37219 Telephone: (615) 244-6380 Facsimile: (615) 244-6804 Email: Ryan.Cochran@wallerlaw.com Blake.Roth@wallerlaw.com Tyler.Layne@wallerlaw.com Courtney.Stone@wallerlaw.com - and - Andrea R. Cunha, Esq. Evan J. Atkinson, Esq. Waller Lansden Dortch & Davis, LLP 100 Congress Avenue, Suite 1800 Austin, TX 78701 Telephone: (512) 685-6400 Facsimile: (512) 685-6417 Email: Andrea.Cunha@wallerlaw.com Evan.Atkinson@wallerlaw.com About Walker County Hospital Corp. Walker County Hospital Corporation -- https://www.huntsvillememorial.com -- d/b/a Huntsville Memorial Hospital operates a community hospital located in Huntsville, Texas. It is the sole member of its non-debtor affiliate, HMH Physician Organization. Founded in 1927, the Facility provides health care services to the residents of Walker County and its surrounding communities. Walker County Hospital Corporation sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-36300) on Nov. 11, 2019 in Houston, Texas. At the time of filing, the Debtor was estimated with assets and liabilities both at $10 million to $50 million. The petition was signed by Steven Smith, chief executive officer. The Hon. David R. Jones is the case judge. The Debtor tapped Waller Lansden Dortch & Davis, LLP and Morgan Lewis as legal counsel; Healthcare Management Partners, LLC as financial and restructuring advisor; and Epiq Corporate Restructuring, LLC as notice and claims agent. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 23, 2019. WALKER ENVIRONMENTAL: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Walker Environmental Services, Inc. dba Rebel High Velocity Sewer Services 333 Wilmington Street Jackson, MS 39204 Case No.: 19-04314 Business Description: Walker Environmental Services, Inc. is a provider of plumbing services. Chapter 11 Petition Date: December 4, 2019 Court: United States Bankruptcy Court Southern District of Mississippi (Jackson) Judge: Hon. Neil P. Olack Debtor's Counsel: R. Michael Bolen, Esq. HOOD & BOLEN, PLLC 3770 Hwy. 80 West Jackson, MS 39209 Tel: 601-923-0788 Fax: 601-922-2968 Email: rmb@hoodbolen.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Andrew C. Walker, vice-president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mssb19-04314.pdf WALKER INVESTMENT: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Walker Investment Properties, LLC 113 Bennington Pointe Madison, MS 39110 Case No.: 19-04313 Business Description: Walker Investment Properties, LLC is a privately held real estate investment company in Madison, Mississippi. Chapter 11 Petition Date: December 4, 2019 Court: United States Bankruptcy Court Southern District of Mississippi (Jackson-3 Divisional Office) Judge: Hon. Neil P. Olack Debtor's Counsel: R. Michael Bolen, Esq. HOOD & BOLEN, PLLC 3770 Hwy. 80 West Jackson, MS 39209 Tel: 601-923-0788 Fax: 601-922-2968 Email: rmb@hoodbolen.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Andrew C. Walker, manager/member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mssb19-04313_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mssb19-04313.pdf WD-I ASSOCIATES: Drayton-Parker Opposes Sale to Mid-Atlantic ------------------------------------------------------------ Drayton-Parker Companies LLC asked the U.S. Bankruptcy Court for the District of South Carolina to deny WD-I Associates, LLC's bid to sell most of its assets to Mid-Atlantic Commercial Properties, LLC. In court papers, Drayton-Parker's attorney, Julio Mendoza Jr., Esq., at Nexsen Pruet, LLC, argued the proposed sale disregards the company's contract with WD-I Associates under which it is to purchase 1.55 acre of land in Hilton Head Island, S.C. The companies signed the contract on Aug. 30. "The sale motion is in disregard of the [Drayton-Parker] contract, it is in derogation of [Drayton-Parker's] rights and interest, and it raises questions about the efficacy of the sale process in the case," Mr. Mendoza said. Drayton-Parker can be reached at: Julio E. Mendoza, Jr., Esq. Nexsen Pruet, LLC 1230 Main Street, Suite 700 P.O. Box 2426 Columbia, South Carolina 29202 Telephone: 803-540-2026 Email: rmendoza@nexsenpruet.com - and - J. Ronald Jones, Jr. Nexsen Pruet, LLC 205 King Street, Suite 400 P.O. Box 486 Charleston, SC 29402 Telephone: (843) 720-1740 Email: rjones@nexsenpruet.com About WD-I Associates WD-I Associates, LLC is a "single asset real estate" debtor (as defined in 11 U.S.C. Section 101(51B)). The company is the fee simple owner of land and improvements known as Sea Turtle Marketplace, which has an appraised value of $20.5 million. The property is located at 430 William Hilton Parkway, Hilton Head Island, S.C. WD-I Associates sought protection for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 19-02517) on May 7, 2019. In the petition signed by Jon Wheeler, manager of WD-I Management, LLC, the Debtor disclosed $22,809,092 in assets and $33,582,202 in total liabilities. Judge John E. Waites presides over the case. Kevin Campbell, Esq. at Campbell Law Firm, P.A. is the Debtor's counsel. [^] BOOK REVIEW: Hospitals, Health and People --------------------------------------------- Author: Albert W. Snoke, M.D. Publisher: Beard Books Softcover: 232 pages List Price: $34.95 Order your personal copy today at http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html Hospitals, Health and People is an interesting and very readable account of the career of a hospital administrator and physician from the 1930's through the 1980's, the formative years of today's health care system. Although much has changed in hospital administration and health care since the book was first published in 1987, Dr. Snoke's discussion of the evolution of the modern hospital provides a unique and very valuable perspective for readers who wish to better understand the forces at work in our current health care system. The first half of Hospitals, Health and People is devoted to the functional parts of the hospital system, as observed by Dr. Snoke between the late 1930's through 1969, when he served first as assistant director of the Strong Memorial Hospital in Rochester, New York, and then as the director of the Grace-New Haven Hospital in Connecticut. In these first chapters, Dr. Snoke examines the evolution and institutionalization of a number of aspects of the hospital system, including the financial and community responsibilities of the hospital administrator, education and training in hospital administration, the role of the governing board of a hospital, the dynamics between the hospital administrator and the medical staff, and the unique role of the teaching hospital. The importance of Hospitals, Health and People for today's readers is due in large part to the author's pivotal role in creating the modern-day hospital. Dr. Snoke and others in similar positions played a large part in advocating or forcing change in our hospital system, particularly in recognizing the importance of the nursing profession and the contributions of non-physician professionals, such as psychologists, hearing and speech specialists, and social workers, to the overall care of the patient. Throughout the first chapters, there are also many observations on the factors that are contributing to today's cost of care. Malpractice is just one example. According to Dr. Snoke, "malpractice premiums were negligible in the 1950's and 1960's. In 1970, Yale-New Haven's annual malpractice premiums had mounted to about $150,000." By the time of the first publication of the book, the hospital's premiums were costing about $10 million a year. In the second half of Hospitals, Health and People, Dr. Snoke addresses the national health care system as we've come to know it, including insurance and cost containment; the role of the government in health care; health care for the elderly; home health care; and the changing role of ethics in health care. It is particularly interesting to note the role that Senator Wilbur Mills from Arkansas played in the allocation of costs of hospital-based specialty components under Part B rather than Part A of the Medicare bill. Dr. Snoke comments: "This was considered a great victory by the hospital-based specialists. I was disappointed because I knew it would cause confusion in working relationships between hospitals and specialists and among patients covered by Medicare. I was also concerned about potential cost increases. My fears were realized. Not only have health costs increased in certain areas more than anticipated, but confusion is rampant among the elderly patients and their families, as well as in hospital business offices and among physicians' secretaries." This aspect of Medicare caused such confusion that Congress amended Medicare in 1967 to provide that the professional components of radiological and pathological in-hospital services be reimbursed as if they were hospital services under Part A rather than part of the co-payment provisions of Part B. At the start of his book, Dr. Snoke refers to a small statue, Discharged Cured, which was given to him in the late 1940's by a fellow physician, Dr. Jack Masur. Dr. Snoke explains the significance the statue held for him throughout his professional career by quoting from an article by Dr. Masur: "The whole question of the responsibility of the physician, of the hospital, of the health agency, brings vividly to mind a small statue which I saw a great many years ago.it is a pathetic little figure of a man, coat collar turned up and shoulders hunched against the chill winds, clutching his belongings in a paper bag-shaking, tremulous, discouraged. He's clearly unfit for work-no employer would dare to take a chance on hiring him. You know that he will need much more help before he can face the world with shoulders back and confidence in himself. The statuette epitomizes the task of medical rehabilitation: to bridge the gap between the sick and a job." It is clear that Dr. Snoke devoted his life to exactly that purpose. Although there is much to criticize in our current healthcare system, the wellness concept that we expect and accept today as part of our medical care was almost nonexistent when Dr. Snoke began his career in the 1930's. Throughout his 50 years in hospital administration, Dr. Snoke frequently had to focus on the big picture and the bottom line. He never forgot the importance of Discharged Cured, however, and his book provides us with a great appreciation of how compassionate administrators such as Dr. Snoke have contributed to the state of patient care today. Albert Waldo Snoke was director of the Grace-New Haven Hospital in New Haven, Connecticut from 1946 until 1969. In New Haven, Dr. Snoke also taught hospital administration at Yale University and oversaw the development of the Yale-New Haven Hospital, serving as its executive director from 1965-1968. From 1969-1973, Dr. Snoke worked in Illinois as coordinator of health services in the Office of the Governor and later as acting executive director of the Illinois Comprehensive State Health Planning Agency. Dr. Snoke died in April 1988. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***