/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/191220.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 20, 2019, Vol. 23, No. 353 Headlines 144 COOPER: Plan Payments to be Funded by Hoffman's Investment 360 MORTGAGE: Creditors to Get Proceeds from Liquidation 8341 BEECHCRAFT: Files Objection to Creditors' Plan ABSOLUT FACILITIES: Court Approves Bidding Process ACQUIRED SALES: Management Says Going Concern Doubt Exists ALTA MESA: Jan. 8 Auction of Substantially All Assets Set ANDREW YOUNG: $273K Sale of Gary Property to Windy Approved ANNA HOLDINGS: Prepackaged Plan Confirmed by Judge APPLE LAND: Seeks Court Approval to Sell Vehicles ARCHROCK PARTNERS: S&P Rates $400MM Senior Unsecured Notes 'B+' ARENA EQUITY INVESTMENTS: Hires Bernstein Shur as Counsel ARRO CORPORATION: Meeting to Form Committee Set for Dec. 23 ASTRIA HEALTH: PCO Files First Consolidated Supplemental Report AT HOME HOLDING III: Moody's Lowers CFR to B3, Outlook Stable BAUSCH HEALTH: S&P Upgrades ICR to 'B+' on Litigation Settlement BAY AREA PROPERTY: Case Summary & 20 Largest Unsecured Creditors BIOPLAN USA: Moody's Affirms B3 CFR, Outlook Stable BIOSTAGE INC: Extends Warrants Exercise Period Until April 2020 BIRMINGHAM-SOUTHERN COLLEGE: Moody's Cuts Tuition Bonds to Caa1 BLUE DIAMOND: Hearing on Sale of Ranson Property Set for Jan. 2 BLUE SKY THINKING: Unsecureds to Get 30% Recovery Over 5 Years BRIDAN 770: Court Confirms Plan of Reorganization BRIGHTLANE CORP: Accumulated Deficit Casts Going Concern Doubt BUMBLE BEE: Court Approves Bidding Process BUZZ TEAM: Plan Outline OK'd, Jan. 10 Confirmation Hearing Set CABRERA INVESTMENTS: Jan. 23, 2020 Disclosure Statement Hearing Set CAROLINA CARBONIC: Court Grants 4th Interim OK on Cash Use CDT DE SAN SEBASTIAN: Court Directs Appointment of Ombudsman CELADON GROUP: Sets Bid Procedures for All Assets of Taylor CELADON GROUP: U.S. Trustee Forms 3-Member Committee CFO MGMT: Trustee's $1.8M Sale of Frisco Property to Lotus Approved CHARIOTS OF HIRE: Jan. 9, 2020 Plan & Disclosure Hearing Set CHARLES F. HAMBLEN: Unsecureds to Get Quarterly Payouts for 4 Years CHILDREN FIRST: U.S. Trustee Unable to Appoint Committee COMPASS GROUP: S&P Alters Outlook to Positive, Affirms 'B+' ICR COMPREHENSIVE: Court Waives Appointment of PCO COOKE OMEGA: S&P Alters Outlook to Stable, Affirms 'B+' ICR COUNTERPATH: Non-Profitable Operations Cast Going Concern Doubt DADONG CATERING: Court Approves Bidding Process DADONG CATERING: Jan. 17 Auction of All Assets Set DELTA HOSPICE: Court Approves Dr. Stacy as PCO DIFFUSION PHARMACEUTICALS: Closes $3.5M At-the-Market Offering DIGERATI TECHNOLOGIES: Has $1.5M Net Loss for Oct. 31 Quarter DJL BUILDERS: Has Interim OK to Use Cash Collateral DOUGHERTY'S HOLDINGS: Hearing on Bidding Process Set for Dec. 30 DURR MECHANICAL: Plan to be Funded by Affirmative Claim Recoveries EASTERN NIAGARA HOSPITAL: Hires Barclay Damon as Counsel ELK PETROLEUM: Seeks to Extend Exclusivity Period to March 17 EVANGELICAL HOMES: Fitch Affirms BB+ Rating on $23.9MM 2013 Bond FILTRATION SERVICES: Sale Hearing Adjourned to Jan. 21 FULL X TECH: Jan. 16, 2020 Plan & Disclosure Hearing Set GLENVIEW HEALTH CARE: Court Grants Final OK on Cash Collateral Use GRABIT INC: Case Summary & 20 Largest Unsecured Creditors GREENWOOD VETERINARY: Says It's Not a Health Care Business H&B HOLDINGS: Seeks Authorization to Use Cash Collateral HARTFORD GREAT: Losses Since Inception Casts Going Concern Doubt HARTWICK COLLEGE: Moody's Lowers Rating on $38MM Debt to Ba3 HEARTS AND HANDS: Jan. 15 Hearing on PCO Termination HEARTS AND HANDS: Request for PCO Termination HILL CONCRETE: Unsec. to Get Paid from Retention Fund or Net Profit HOLLAND FERTILIZER: Disclosures Conditionally OK'd, Jan 15 Hrg. Set HUBILU VENTURE: Accumulated Deficit Casts Going Concern Doubt HUDSON TECH: Credit Facility Defaults Cast Going Concern Doubt IMPERIAL SIGNATURE: Administrator Unable to Appoint Committee INDUSTRIAL MACHINERY SALES: David P. Lloyd Approved as Counsel INPIXON: Chicago Venture Agrees to Swap $240,000 Note for Equity JM GRAIN: Addresses Objections to Disclosure Statement JOHN HOANG TRIEN: Court Approves Sandoval as Trustee JOSEPH'S TRANSPORTATION: $280K Private Sale of Van Hool Bus Okayed JTJ RESTAURANTS: Unsecureds to Have 36.11% Recovery Under Plan LE JARDIN HOUSE: Seeks More Time to Solicit Plan Acceptances LEARFIELD COMMUNICATIONS: Moody's Cuts CFR to B3, Outlook Negative LEARFIELD COMMUNICATIONS: S&P Cuts ICR to 'B-' on Underperformance LECTA PAPER UK: Chapter 15 Case Summary LIDDLE & ROBINSON: Plan Solicitation Period Extended Until Feb. 21 LKLEE LLC: Seeks Authorization to Use Cash Collateral LOURIV LLC: Case Summary & 7 Unsecured Creditors MAGNUM CONSTRUCTION: Court Confirms Chapter 11 Plan MATAWAN ACQUISITION: Jan. 16, 2020 Disclosure Statement Hearing Set MCL NURSING: Gets Final OK to Use Cash Collateral Thru March 2020 MEDCOAST MEDSERVICE: Patient Care Ombudsman Files 1st Report MERITAGE HOMES: Fitch Affirms BB LT IDR & Alters Outlook to Pos. MICROVISION INC: Receives Notice of Noncompliance from Nasdaq MILLMAC CORPORATION: Voluntary Chapter 11 Case Summary MJ HOLDINGS: Has $1.6M Net Loss for the Quarter Ended June 30 MURRAY ENERGY: Lenders-Backed Plan Contemplates Sale NORVIEW BUILDERS:Wins Contingent Cash OK, Objection Lift Order NOS INC: U.S. Trustee Unable to Appoint Committee NOSCE TE: Metro Says Assets Sufficient, Opposes Plan Extension NPB COMPANY: Case Summary & 20 Largest Unsecured Creditors NULIFE MULHOLLAND: US Trustee Seeks to Appoint Ombudsman OAK LAKE LLC: Court Grants Final Approval to Use Cash Collateral ONCOSEC MEDICAL: Has $9.8M Net Loss for the Quarter Ended Oct. 31 PALM HEALTHCARE: Court Okays Sale of Delray Beach Property PAZZO PAZZO: Court Says Denial of Title Insurance Valid PORTERS NECK COUNTRY: Appointment of Special Committee OK'd PRESIDENTS PUB: Disclosure Statement Hearing Set for Jan. 9 PRESSURE BIOSCIENCES: Needs More Funds to Remain as Going Concern PROMENADE ON FIFTH: Case Summary & 14 Unsecured Creditors PURE BIOSCIENCE: Incurs $1.1M Net Loss for Quarter Ended Oct. 31 RECYCLING REVOLUTION: U.S. Trustee Unable to Appoint Committee RENNOVA HEALTH: Reports Net Loss of $13.4 Million for 2nd Quarter ROKK3R INC: Files Revised Form 10Q with $772K Net Loss for 1Q 2019 RQW - AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors RQW - REAL ESTATE: Case Summary & 2 Unsecured Creditors SANNAURU FAMILY: Taps Kevin Michael Madden as Counsel SARAR USA: CEO Says Plan Confirmable, Defends Releases SCULPT MEDICAL: Court Rules That PCO Is Not Necessary SELECTA BIOSCIENCES: Signs License Agreement with AskBio SHOE SHIELDS: Trustee's Full-Payment Plan Confirmed SIGMA LOGISTICS: Court Grants Interim OK to Use Cash Thru Jan. 2020 SMS ENTERPRISES: Jan. 16 Auction Sale of All Assets Set STARZ ACQUISITION: U.S. Trustee Unable to Appoint Committee TAYLOR SMITH: U.S. Trustee Unable to Appoint Committee TECHNICAL COMMUNICATIONS: Stowe & Degon Raises Going Concern Doubt TILLMAN PARK: $2.45M Sale of Remaining Real Property Approved TIMMAJ INC: Voluntary Chapter 11 Case Summary TOUCHPOINT GROUP: Appoints Nalin Jay as Independent Director TREESIDE CHARTER SCHOOL: Cohne Kinghorn Okayed as Bankr. Counsel TROY LANGSTON: Allowed to Use Cash Collateral on Final Basis ULSTER BUSINESS COMPLEX: Employs Penachio Malara as Counsel USA DRILLING: Proposed Sale of Two Parcels of Cumberland Land OK'd VALUESETTERS INC: Says Substantial Going Concern Doubt Exists VERTIV GROUP: S&P Puts 'B' ICR on Watch Positive on GS Acquisition VRIO CORP: Fitch Withdraws BB+ LT IDRs Over Lack of Information WANSDOWN PROPERTIES: Seeks Combined Hearing on 100% Plan WHITING PETROLEUM: S&P Alters Outlook to Neg., Affirms 'BB-' ICR WOK HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B' ICR WPX ENERGY: Moody's Puts Ba3 CFR on Review for Upgrade ********* 144 COOPER: Plan Payments to be Funded by Hoffman's Investment -------------------------------------------------------------- Debtor 144 Cooper Street Corp. filed with the U.S. Bankruptcy Court for the Eastern District of New York a plan of reorganization and disclosure statement. The Plan provides that all holders of allowed claims will receive a 100% distribution on account of their allowed claims. On the Effective Date, the Debtor will have sufficient funds to implement the Plan. These funds will be received through an investment by Joel Hoffman, a seasoned real estate investor. On or after the Effective Date, the Debtor shall continue to exist with all the powers of a New York corporation under applicable law, may use and dispose of property and compromise or settle any claims in accordance with this Plan. The Debtor anticipates that the collection of rents and the loan to be received will allow the Debtor to make all the distributions contemplated under this Plan in full. As a result, the Debtor submits that the Plan is certainly feasible. A full-text copy of the disclosure statement is available at https://tinyurl.com/wuzct3q from PacerMonitor.com at no charge. About 144 Cooper Street 144 Cooper Street, owner of a property, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 19-40160) on Jan. 9, 2019. The Debtor's counsel: Solomon Rosengarten SOLOMON ROSENGARTEN 1704 Avenue M Brooklyn, New York 11230 Tel: (718) 627-4460 360 MORTGAGE: Creditors to Get Proceeds from Liquidation -------------------------------------------------------- 360 Mortgage Group, LLC, submitted its First Amended Disclosure Statement Regarding its Chapter 11 Plan of Liquidation. The Plan contemplates the liquidation of all the Debtor's assets followed by the distribution of all resulting proceeds to the Debtor's creditors. The Plan provides for the creation of a Trust. The Plan also provides for the transfer of all of the Debtor's assets to the Trust, including all claims and causes of action owned by the Debtor. The Trust will liquidate all of the Debtor's Assets and litigate (and continue any litigation commenced by the Debtor) all causes of action, including avoidance actions, for the benefit of the Debtor's creditors. Finally, the Trust will make distributions to such creditors from (i) the proceeds of the liquidation of the Debtor's Assets and (ii) the net settlement proceeds or net litigation proceeds, if any, of any Causes of Action, including Avoidance Actions. The Plan treats claims and interests as follows: * Class 3: Allowed Secured Property Tax Claims. IMPAIRED. The Allowed Secured Property Tax Claim of Travis County will be paid in full within thirty (30) days of the Effective Date of the Plan, together with interest accruing at the rate required by Section 511 of the Bankruptcy Code. * Class 4: Allowed Secured Claims. IMPAIRED. The Debtor will pay the holder of an Allowed Secured Claim an amount equal to the allowed amount of the Secured Claim, which will be equal to the value, as of the Effective Date, of at least the value of such holder's interest in the Debtor's interest in such property. * Class 5: Allowed General Unsecured Claims. IMPAIRED. Claims in Class 5 will be paid on a pro rata basis from the funds generated from the proceeds from the liquidation of the Debtor's assets and the prosecution of Causes of Action, after payment in full of all Allowed Claims in Classes 1 through 4. Allowed Claims in Class 5 will accrue interest from the Effective Date until payment in full at the annual rate of 6 percent. * Class 6: Allowed Litigation Claims. IMPAIRED. Once Litigation Claims have been liquidated and if Allowed, Allowed Litigation Claims will be paid on a pro rata basis with Allowed Clams in Class 5 until paid in full, after the payment, in full, of all Allowed Claims in Classes 1, 2, 3, and 4. Allowed Claims in Class 6 will accrue interest from the Effective Date until payment in full at the annual rate of 6 percent. * Class 7: Equity Interests in Debtor. IMPAIRED. Upon such payment in full of all Allowed Claims, the Trustee will distribute the Interests to the Interest Holders in the same ownership percentages that existed on the Effective Date. A full-text copy of the First Amended Disclosure Statement dated Nov. 25, 2019, is available at https://tinyurl.com/wmelyn5 from PacerMonitor.com at no charge. Counsel for the Debtor: Lynn H. Butler Buffey E. Klein Jameson J. Watts HUSCH BLACKWELL LLP 111 Congress Avenue, Suite 1400 Austin, Texas 78701 Tel: (512) 472-5456 Fax: (512) 479-1101 E-mail: lynn.butler@huschblackwell.com buffey.klein@huschblackwell.com jameson.watts@huschblackwell.com About 360 Mortgage Group 360 Mortgage Group, LLC, a provider of mortgage services, sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 19-11375) on Oct. 7, 2019. The Debtor was estimated to have assets of $1 million to $10 million and liabilities of the same range as of the bankruptcy filing. The Hon. Tony M. Davis is the case judge. Husch Blackwell LLP, led by Lynn H. Butler, Esq., is the Debtor's legal counsel. 8341 BEECHCRAFT: Files Objection to Creditors' Plan --------------------------------------------------- 341 Beechcraft, LLC, filed an objection to confirmation of the Chapter 11 Plan filed by secured creditors, Sandy Spring Bank and Tyler Service Solutions, LLC. The Debtor's main asset is the real property and improvements located at 8341 Beechcraft Avenue Gaithersburg, Maryland 20879. The Debtor believes that the Property has a value of $6.5 million. Upon information and belief, Sandy Spring Bank conducted a recent appraisal and found the value to be $5.550 million. The Debtor and counsel do not have a copy of the appraisal. On Oct. 11, 2019, Sandy Spring and Tyler filed a Combined Plan of Reorganization and Disclosure Statement for the Debtor. The Debtor objects to confirmation of the Plan and requests that the Court deny confirmation. The Creditors' Plan provides that the Debtor sell and/or refinance the Property by Feb. 28, 2020, or the secured creditors are then free to exercise state law remedies. Given that Sandy Spring is so over-secured and there is no payment default, it is simply not fair to permit it to foreclose on the Property should a sale or refinance not be obtained in three months. According to the Debtor, the Plan is brutally unfair to the Class 6 Claims, the equity security holder. The Plan is a vehicle designed to degrade the equity security holder's interest in the Debtor and its Property. Should the Property be foreclosed, the sale price will be vastly reduced. Additionally, the Debtor would incur significant additional costs and legal fees. A forced sale would result in a significant degradation of the equity security interests which is not warranted or fair as payments to the Class 2 and Class 3 Claims are current. The Debtor also avers that the Plan is not fundamentally fair to the Class 6 Claimant. The Class 6 Claim is provided a small and insufficient amount of time to sell and/or refinance the Property. If there is no sale, the Class 2 and 3 Claimants can move to foreclose. Alternatively, the Class 4 Claim could take state court actions to enforce its mechanic's lien. This would result in a complete loss of the equity in the Property. This would be an inequitable result and a windfall to the fully secured creditors. This is especially the case because Sandy Spring and Tyler are over-secured, and the Debtor still does not believe that the Class 4 Claim of Tyler is a valid lien. Should the Debtor not be able to obtain a contract for sale or refinance by March 30, 2020, with and additional month through April 30, 2020 to finalize, the Debtor requests that a special purpose trustee be appointed to sell the Property at fair market value. This would result in a much fairer resolution. The Debtor would continue to make the required payments to Sandy Spring, thereby, providing adequate protection. Tyler would be protected by the equity cushion and the continual accrual of interest on its claim as agreed under the Plan. Counsel for 8341 Beechcraft: Richard B. Rosenblatt Linda M. Dorney The Law Offices of Richard B. Rosenblatt P.C. 30 Courthouse Square, Suite 302 Rockville, MD 20850 Tel: (301) 838-0098 E-mail: rrosenblatt@rosenblattlaw.com About 8341 Beechcraft Based in Gaithersburg, Maryland, 8341 Beechcraft, L.L.C., listed itself as a single asset real estate as defined in 11 U.S.C. Section 101(51B). 8341 Beechcraft, L.L.C., based in Gaithersburg, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-11393) on Feb. 1, 2018. In the petition signed by David I. Bacharach, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Thomas J. Catliota presides over the case. Richard B. Rosenblatt, Esq., at The Law Offices of Richard B. Rosenblatt P.C., serves as bankruptcy counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Chapter 11 case. ABSOLUT FACILITIES: Court Approves Bidding Process -------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York approved the bidding procedures governing the sale of most assets of Absolut Facilities Management, LLC and its affiliates. The assets up for sale include five skilled nursing facilities in New York, one assisted living facility, and the assets used to operate those facilities. The companies have also proposed to sell healthcare receivables totaling $19 million. Pursuant to the bidding rules, interested buyers have until Jan. 8 to place their bids on the operating assets, and until Feb. 13 for the receivables. If the companies receive qualified bids prior to the bid deadline, an auction for the operating assets will be held on Jan. 9. The auction date for the receivables is Feb. 18. The court will hold a hearing on Jan. 13 to consider approval of the sale of the operating assets to the winning bidder. The hearing for the sale of receivables is scheduled for March 4. The companies have until Dec. 30 to designate a stalking horse bidder for the operating assets. Meanwhile, the deadline to designate a stalking horse bidder for the receivables is Jan. 23. In case the stalking horse bidders are not selected as the winning bidders, they will receive a break-up fee equal to up to 3 percent of the offers placed on the assets and reimbursement of up to $75,000 for work-related expenses. A copy of the court order is available at https://tinyurl.com/warphof from PacerMonitor.com free of charge. About Absolut Facilities Management Absolut Facilities Management, LLC, through its subsidiaries, owns six skilled nursing facilities and one assisted living facility in the state of New York, have sought Chapter 11 protection. On Sept. 10, 2019, Absolut Facilities Management, LLC and seven related entities each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-76260). Loeb & Loeb LLP is the Debtors' counsel. Prime Clerk LLC is the claims and noticing agent. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Oct. 3, 2019. The committee is represented by Amini LLC. ACQUIRED SALES: Management Says Going Concern Doubt Exists ---------------------------------------------------------- Acquired Sales Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $146,466 on $0 of revenue for the three months ended Sept. 30, 2019, compared to a net loss of $34,807 on $0 of revenue for the same period in 2018. At Sept. 30, 2019, the Company had total assets of $6,555,589, total liabilities of $104,214, and $6,451,375 in total stockholders' equity. Company Chief Executive Officer Gerard M. Jacobs said, "We have a history of recurring losses, which has resulted in an accumulated deficit of $15,190,639 as of September 30, 2019. In addition, we suffered losses from continuing operations during the nine months ended June 30, 2019 and 2018. Also, the Company has Series A Preferred Stock and Series B Preferred Stock outstanding that is currently accruing dividends at the rate of 3% per year. We do not have any business or any sources of revenue to pay these dividends or our other operating expenses. These matters raise substantial doubt about our ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/tkUsHe Acquired Sales Corp. does not have significant operations. Previously, it was engaged in selling software licenses and hardware, and the provision of consulting and maintenance services. The company is exploring potential acquisitions of all or a portion of one or more operating businesses involving the manufacture and sale of cannabidiol (CBD)-infused products, such as beverages, muscle/joint rubs, oils, crystals, tinctures, bath bombs, isolate, relief balms, elixirs, body washes, med sticks, lotions, vape pens and cartridges, shatter, and gummies. Acquired Sales Corp. was founded in 1986 and is headquartered in Lake Forest, Illinois. ALTA MESA: Jan. 8 Auction of Substantially All Assets Set --------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized the bidding procedures of Alta Mesa Resources, Inc. and affiliates in connection with the auction sale of substantially all or any portion or combination of their assets through one or more sales of their Assets and/or a combined sale of both the Debtor Assets and the Non-Debtor Assets. The Debtors are authorized to take any and all actions reasonably necessary or appropriate to implement the Bidding Procedures in accordance with the following timeline: a. Oct. 18, 2019 at 5:00 p.m. (CT) - Deadline for Indications of Interest b. Nov. 8, 2019 at 5:00 p.m. (CT) - Assumption Notice Deadline c. Dec. 2, 2019 at 5:00 p.m. (CT) - Deadline for Debtors to Identify Stalking Horse Bidder (if any) and seek Court approval of Bid Protections (if any) d. Dec. 18, 2019 at 5:00 p.m. (CT) - Bid Deadline (for all parties other than the AMH Agent or RBL Lenders); Deadline for Debtors to Identify Stalking Horse Bidder (if any) and seek Court approval of Bid Protections (if any) e. Dec. 19, 2019 at 5:00 p.m. (CT) - Deadline to File Proposed Sale Order f. Dec. 30, 2019 at 5:00 p.m. (CT) - Sale Objection Deadline and Contract Objection Deadline (other than any objection based on the manner in which the Auction was conducted and the identity of the Successful Bidder or Backup Bidder) g. Jan. 3, 2020 at 5:00 p.m. (CT) - Bid Deadline (for AMH Agent and RBL Lenders) h. Jan. 8, 2020 at 9:00 a.m. (CT) - Auction i. Jan. 8, 2020 - Reply Deadline j. 2 hours prior to the commencement of the Sale Hearing - Deadline for objections based on the manner in which the Auction was conducted and the identity of the Successful Bidder or Backup Bidder, including contract counterparty objections based on inadequate assurance of future performance and objections to approval of any Bid (including any credit bid), whether submitted prior to, on or after the Bid Deadline. k. Jan. 10, 2020 at 9:30 a.m. (CT) - Sale Hearing l. Dec. 30, 2019 - Sale Objection Deadline m. Jan. 8, 2020 at 5:00 p.m. (CT) - Reply Deadline The Debtors are authorized to enter into a Stalking Horse Agreement, which may provide for payment of break-up fees and/or expense reimbursements, as set forth in the Bidding Procedures, subject to entry of an order approving the selection of the Stalking Horse Bidder and any applicable Bid Protections as provided. To the extent necessary, the Debtors' right to seek the Court's approval of one or more Stalking Horse Bidders, with notice and a hearing, is preserved. In the event that the Debtors select one or more parties to serve as a Stalking Horse Bidder, upon such selection, the Debtors will file with the Court and provide, to all parties on the Rule 2002 List, counsel to the Ad Hoc Noteholder Group, counsel to the AMH Agent, and all parties then known to have expressed an interest in the Debtor Assets or the Assets as part of the marketing process established by the Bidding Procedures, and all parties holding liens on such Debtor Assets, five business days' notice of and an opportunity to object to the designation of such Stalking Horse Bidder and the Bid Protections set forth in the Stalking Horse Agreement and absent objection, the Debtors may submit an order to the Court under certification of counsel approving the selection of such Stalking Horse Bidder and the Bid Protections. The form of Sale Notice is approved. Within five business days after the entry of the Order, the Debtors will serve the Sale Notice and the Order, including the Bidding Procedures, upon all Sale Notice Parties. The form of Post-Auction Notice is also approved. Within two days after the conclusion of the Auction, if any, the Debtors will file the Post-Auction Notice identifying any Successful Bidder(s) on the Court's docket and, to the extent that any non-Debtor party to an executory contract or unexpired lease that is proposed to be assumed and assigned to the Successful Bidder(s) has not filed a notice of appearance on the docket in these chapter 11 cases, serve the Post-Auction Notice on such parties. The Assumption and Assignment Procedures and the Assumption Notice are approved. The Contract Objection Deadline is Nov. 8, 2019. The Adequate Assurance Objection is 5:00 p.m. (CT) on Dec. 30, 2019. Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, or otherwise, the Court, for good cause shown, orders that the terms and conditions of the Order will be immediately effective and enforceable upon its entry. A copy of the Bidding Procedures is available at https://tinyurl.com/ryewfja from PacerMonitor.com free of charge. About Alta Mesa Resources Alta Mesa Resources, Inc., is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma, and through Kingfisher Midstream, LLC, provides best-in-class midstream energy services, including crude oil and gas gathering, processing and marketing and produced water disposal to producers in the STACK play. Alta Mesa reported $1.4 billion in assets and $864 million in liabilities as of Dec. 31, 2018. Alta Mesa and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019. The Hon. Marvin Isgur is the case judge. The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as attorneys; and Perella Weinberg Partners LP and its affiliate Tudor Pickering Holt & Co Advisors LP as investment banker. Prime Clerk LLC is the claims agent. ANDREW YOUNG: $273K Sale of Gary Property to Windy Approved ----------------------------------------------------------- Judge James R. Ahler of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Andrew L. Young's private sale of the real property commonly known as 2901 Tompkins Street, Gary, Indiana, and consisting of approximately 1.504 acres located along 29th Avenue and 29th Place in Gary, Indiana, including Lots 1-15 and any other real property owned by Young related to tax parcel 45-07-24-127-001.000-003, together with all improvements thereon and all rights and privileges appurtenant thereto, including all real property depicted in Exhibit A to the Amendment to Contract to Purchase dated Dec. 3, 2019, and subject to the legal description provided in the survey, to Windy City Acquisitions, LLC or its designee for $272,762. The sale is free and clear of all liens, claims and encumbrances. The net proceeds of the sale of the Property after payment of applicable closing costs will be deposited in Young's DIP bank account and held subject to an order of the Court that is subsequent to the sale closing date and that order specifically authorizes the disbursement of the sale proceeds. Within seven days after the closing of the sale, Young will file the report of sale required by Fed. R. Bankr. P. 6004(t)(1) and serve said report on the parties identified in Local Rule B—6004-1(a). The 14-day stay under Fed. R. Bankr. P. 6004(h) is waived for cause and the Order is effective immediately. Wadsworth, Illinois-based Andrew L. Young filed for Chapter 11 bankruptcy protection on November 23, 2009 (Bankr. N.D. Ill. Case No. 09-44322). Gregory K. Stern, Esq., at Gregory K. Stern, P.C., assists the Company in its restructuring effort. The Company was estimated to have assets at $10 million to $50 million in assets and liabilities at $1 million to $10 million in its Chapter 11 petition. ANNA HOLDINGS: Prepackaged Plan Confirmed by Judge -------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware on Dec. 16, 2019, entered findings of facts, conclusion of law, and an order confirming the Chapter 11 plan of debtors Anna Holdings, Inc. Only holders of claims in Classes 3 and 4 were eligible to vote on the Plan. According to the voting reports, Class 3 (First Lien Claims) and Class 4 (Senior Notes Claims) voted to accept the Plan. A copy of the Plan Confirmation Order is available at https://is.gd/QvBqht from PacerMonitor.com free of charge. As reported in the TCR, Acosta has reached an agreement with more than 70% of its lenders and more than 80% of its noteholders, each by principal amount, on the terms of a comprehensive reorganization and recapitalization. The deal will eliminate all of the Company's approximately $3 billion of long-term debt. Further, investors have committed $250 million in new equity capital backstopped by institutions committed to the long-term success of Acosta. The agreement provides for a conversion of all of Acosta's bank and bond debt into equity, an infusion of $250 million in cash, and full satisfaction of other unsecured obligations in the ordinary course of business. After the restructuring and recapitalization, on a pro forma basis, Acosta will have zero net interest burden and remain significantly cash flow positive with ample liquidity and working capital. The Company will emerge with the strongest balance sheet in the industry. About Acosta 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. APPLE LAND: Seeks Court Approval to Sell Vehicles ------------------------------------------------- Apple Land Sports Supply, Inc. asked for approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to sell three Dodge vans, which the company used to operate its business. One vehicle is still subject to lien of Chrysler Capital in the estimated amount of $1,000. The balance owed to Chrysler Capital will be paid upon sale. About Apple Land Sports Supply Apple Land Sports Supply Inc., a wholesaler of sporting goods, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 19-12609) on Aug. 1, 2019. At the time of the filing, Apple Land Sports Supply disclosed assets of between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Catherine J. Furay. Apple Land Sports Supply is represented by Pittman & Pittman Law Offices, LLC. ARCHROCK PARTNERS: S&P Rates $400MM Senior Unsecured Notes 'B+' --------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '4' recovery rating to Archrock Partners L.P.'s proposed $400 million senior unsecured notes due in 2028. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default. Archrock intends to use the net proceeds to refinance a portion of its outstanding credit facility balance and for general partnership purposes. ISSUE RATINGS - RECOVERY ANALYSIS S&P assigned its 'B+' issue-level rating on Archrock Partners' senior unsecured debt. The recovery rating is '4', indicating average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default. Key analytical factors S&P Global Ratings' simulated default scenario contemplates a default in 2023 arising from prolonged poor demand, resulting in reduced revenues as customers cannot meet their contractual agreements and existing contracts are not renewed. S&P thinks this could result from extended weak demand for natural gas, exacerbated by excess equipment capacity in the market. S&P's analysis also assumes a sector standard 60% draw on the partnership's $1.25 billion asset-based credit facility. This is lower than its previous 70% draw assumption and reflects the partnership's plan to use proceeds from the proposed notes offering to repay a portion of its outstanding credit facility. Simulated default assumptions To value Archrock, S&P applies 7x multiple to its estimated post-default EBITDA of about $195 million. S&P's valuation suggests a gross enterprise value of about $1.37 billion. Simplified waterfall -- Net enterprise value (after 5% administrative costs): $1.3 billion -- Secured first-lien debt claims: about $770 million -- Total value available to unsecured claims: about $530 million -- Senior unsecured debt: about $1.29 billion --Recovery rating: '4' (rounded estimate: 40%) All debt amounts include six months' prepetition interest. ARENA EQUITY INVESTMENTS: Hires Bernstein Shur as Counsel --------------------------------------------------------- Arena Equity Investments LLC seeks authorization from the U.S. Bankruptcy Court for the District of Maine to employ Bernstein, Shur, Sawyer & Nelson, P.A., as attorneys for the Debtor effective as of October 29, 2019. The professional services that Bernstein Shur has rendered and will continue to render to the Debtor may include (or have included), without limitation: (a) Advising the Debtor with respect to its powers and duties as a debtor-in-possession in the continued management and operation of its businesses and properties; (b) Representing the Debtor at all hearings and matters pertaining to its affairs as a debtor and debtor-in-possession; (c) Attending meetings and negotiating with representatives of the Debtor's creditors and other parties-in-interest, as well as responding to creditor inquiries; (d) Taking all necessary action to protect and preserve the Debtor's estate; (e) Preparing on behalf of the Debtor all necessary and appropriate motions, applications, answers, orders, reports and papers necessary to the administration of the Debtor's estates; (f) Reviewing applications and motions filed in connection with the Debtor's bankruptcy case; (g) Negotiating and preparing on the Debtor's behalf any plan of reorganization, disclosure statement, and all related agreements and/or documents, and taking any necessary action on behalf of the Debtor to obtain confirmation of such plan; (h) Advising the Debtor in connection with any potential sale or sales of assets or their business, or in connection with any other strategic alternatives; (i) Reviewing and evaluating the Debtor's executory contracts and unexpired leases, and representing the Debtor in connection with the rejection, assumption or assignment of such leases and contracts; (j) Representing the Debtor in connection with any adversary proceedings or automatic stay litigation which may be commenced by or against the Debtor; (k) Reviewing and analyzing various claims of the Debtor's creditors and treatment of such claims, and preparing, filing or prosecuting any objections thereto; and (l) Performing all other necessary legal services and providing all other necessary legal advice to the Debtor in connection with its bankruptcy case. On October 29, 2019, BSSN received payment from James Whelan in the amount of $6,717.00. Mr. Whalen is a member of Northern Equity Investments, one of the principals of the Debtor that manages the Debtor's business and who authorized the Debtor's bankruptcy filing. BSSN applied $5,000.00 from Mr. Whalen's payment to BSSN's prepetition invoices to the Debtor. After application of the funds from Mr. Whalen, BSSN wrote off, and waives any claim to, the amount of $2,389.00 that BSSN had billed to the Debtor for services prior to the Petition Date. BSSN is holding the remaining $1,717.00 from Mr. Whalen in escrow as a prepetition retainer on behalf of the Debtor. BSSN will seek to be compensated on an hourly basis, plus reimbursement of actual, necessary expenses and other charges that BSSN incurs in connection with the Debtor's bankruptcy case. Hourly rates to be charged (subject to annual adjustment) for the attorneys and paralegals who are most likely to work on the Debtor's case are as follows: D. Sam Anderson at $380.00 per hour Adam R. Prescott at $270.00 per hour Kaitlyn Husar at $210.00 per hour Angela Stewart at $225.00 per hour Karla Quirk at $190.00 per hour Bernstein Shur attests that its shareholders and employees do not have any connection with or any interest adverse to the Debtor, its creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, or persons known to BSSN as employees of the Office of the United States Trustee in Portland, Maine; and the firm does not hold or represent any interest adverse to the Debtor’s estate and is a disinterested person, as that phrase is defined in the section 101(14) of the Bankruptcy Code. The firm may be reached at: Adam R. Prescott, Esq. BERNSTEIN, SHUR, SAWYER & NELSON 100 Middle Street PO Box 9729 Portland, ME 04104-5029 Tel: (207) 774-1200 About Arena Equity Investments, LLC Arena Equity Investments, LLC is a real estate investment and management company. It filed for Chapter 11 bankruptcy protection (Bankr. D. Me. Case No. 19-20554) on October 29, 2019. The Hon. Michael A. Fagone oversees the case. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Edward Riekstins, principal. The Debtor is represented by Adam R. Prescott, Esq., at Bernstein, Shur, Sawyer & Nelson, P.A. ARRO CORPORATION: Meeting to Form Committee Set for Dec. 23 ----------------------------------------------------------- U.S. Trustee Patrick S. Layng will hold a meeting to form a committee of unsecured creditors on Dec. 23, at 1:30 p.m., according to court dockets. The meeting will take place at the Office of the U.S. Trustee, 219 South Dearborn, 8th Floor, Room 804, Chicago, Ill. About Arro Corporation Arro Corporation -- https://arro.com/ -- provides food contract manufacturing, processing, logistics and warehousing services. It offers custom dry, liquid blending, reprocessing, bulk handling and processing services. Arro Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-35238) on December 13, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The case has been assigned to Judge Janet S. Baer. Adam P. Silverman, Esq., at Adelman & Gettleman, Ltd., is the Debtor's legal counsel. ASTRIA HEALTH: PCO Files First Consolidated Supplemental Report --------------------------------------------------------------- Susan N. Goodman, the Patient Care Ombudsman for Astria Health et al., said its third site visit focused on Astria Regional Medical Center because most of the staff departures and reductions that were unofficially reported to PCO were from this location. Additionally, PCO visited Astria Sunnyside Community Hospital and Astria Toppenish Hospital and five clinics with total of 18 clinicians across these locations inclusive of both physicians and advance practice providers. The Regional Lab Director and the Sunnyside Human Resources Director at Sunnyside resigned during the interim reporting period in which the resignations were both reported to PCO by departing team members as related to the bankruptcy process. The PCO will attempt to track possible voluntary departures that may result from these dynamics. PCO was made aware of the elimination of one administrative position in Sunnyside and a handful of clinic positions, including one Sunnyside clinic manager over two clinics. Clinics geographically affiliated with Toppenish and Regional also reported staffing reductions, including two clinic managers in Regional clinics. One of the Regional clinic positions eliminated was the part-time, laboratory technician role at the Summit view clinic. Newly assigned clinic leadership reported a plan to train medical assistants on this procedure and resume phlebotomy services in approximately three weeks. Moreover, for the first time, patient interviews also reflected some care delivery concerns associated with a diet error, nurses appearing "harried" at times, and the length of time admitted inpatients were held in the ED awaiting floor placement with some patients ultimately discharging home from the ED. Given the staff, clinician, and patient feedback, and the difficulty obtaining timely service line and care delivery updates that potentially affect patient care in this case. The PCO will increase site visit frequency to continue to monitor patient care impacts. A full-text copy of PCO First Consolidated Supplemental Report is available at https://tinyurl.com/yx7dk625 from PacerMonitor.com at no charge. The PCO can be reached at: Susan N. Goodman, RN JD Pivot Health Law P.O. Box 69734 Oro Valley, Arizona 85737 Tel: (520) 744-7061 Fax: (520) 575-4075 E-mail: sgoodman@pivothealthaz.com About Astria Health Astria Health and its subsidiaries -- https://www.astria.health -- are a nonprofit health care system providing medical services to patients who generally reside in Yakima County and Benton County, Wash., through the operation of Sunnyside, Yakima, and Toppenish hospitals, as well as several health clinics, home health services, and other healthcare services. Collectively, they have 315 licensed beds, three active emergency rooms, and a host of medical specialties. The Debtors have 1,547 regular employees. Astria Health and 12 of its subsidiaries filed for bankruptcy protection (Bankr. E.D.Wash, Lead Case No. 19-01189) on May 6, 2019. In the petitions signed by John Gallagher, president and CEO, the Debtors were each estimated to have assets and liabilities of $100 million to $500 million. The Hon. Frank L. Kurtz oversees the cases. Bush Kornfeld LLP and Dentons US LLP serve as the Debtors' counsel. Kurtzman Carson Consultants, LLC is the claims and noticing agent. Gregory Garvin, acting U.S. trustee for Region 18, on May 24, 2019, appointed seven creditors to serve on an official committee of unsecured creditors. The Committee retained Sills Cummis & Gross P.C. as its legal counsel; Polsinelli PC, as co-counsel; and Berkeley Research Group, LLC as financial advisor. AT HOME HOLDING III: Moody's Lowers CFR to B3, Outlook Stable ------------------------------------------------------------- Moody's Investors Service downgraded At Home Holding III Inc.'s corporate family rating to B3 from B2 and probability of default rating to B3-PD from B2-PD. Concurrently, Moody's downgraded the company's senior secured term loan rating to Caa1 from B3. The SGL-3 speculative grade liquidity rating remains unchanged and the outlook remains stable. The downgrades follows At Home's significant downward revision in its fourth quarter fiscal year 2020 guidance, which Moody's projects will drive a full-year EBITDA decline of 18% (based on Moody's EBITDA calculation), significantly higher than Moody's previous expectation of a 6% decrease. This will result in EBIT/interest expense declining to 1.3 times from 1.5 times as of LTM Q3 2020, a level that is more in line with a B3 rating. In addition, Moody's expects At Home's operating performance to remain pressured by accelerating competition in the home decor category and the consumer shift to online sales, resulting in relatively weak lease-adjusted credit metrics over the next 12-18 months. Moody's took the following rating actions for At Home Holding III Inc.: - Corporate family rating, downgraded to B3 from B2 - Probability of default rating, downgraded to B3-PD from B2-PD - $350 million senior secured first lien term loan due 2022, downgraded to Caa1 (LGD4) from B3 (LGD4) - Speculative grade liquidity rating, unchanged at SGL-3 - Outlook, remains stable RATINGS RATIONALE At Home's B3 CFR reflects its high lease-adjusted leverage, modest scale, and operations in the discretionary and increasingly competitive home decor segment. Moody's expects earnings growth to moderate significantly, as new store contribution is offset by promotional activity, investments in omni-channel capabilities and the store experience, labor cost increases and tariff impact. Moody's projects that over the next 12-18 months, Moody's-adjusted EBIT/interest expense will decline to about 1.3 times from 1.5 times (as of October 2019). Moody's-adjusted debt/EBITDA is expected to decrease to 6.1 times from 6.6 times, benefiting from revolver repayment and slowing growth in lease obligations. At the same time, the rating is supported by At Home's moderate funded leverage and differentiated home decor "fast fashion" value proposition. The rating also incorporates Moody's expectations for adequate liquidity over the next 12-18 months, including negative free cash flow before sale leaseback transactions, partly mitigated by adequate revolver availability and lack of near-term maturities. The stable outlook reflects Moody's expectations that credit metrics will remain relatively weak despite modest earnings growth in 2020 and that At Home will maintain adequate liquidity over the next 12-18 months. The ratings could be downgraded if operating performance continues to decline or liquidity deteriorates for any reason, including constrained revolver availability. Quantitatively, the ratings could be downgraded with expectations for Moody's-adjusted EBIT/interest expense declining below 1 time. An upgrade would require a return to consistent comparable sales growth and solid margins, as well as improved liquidity, including positive free cash flow generation. Quantitatively, the ratings could be upgraded if Moody's-adjusted debt/EBITDA is sustained below 6.0 times and EBIT/interest expense is sustained above 1.5 times. The principal methodology used in these ratings was Retail Industry published in May 2018. At Home Holding III Inc., an indirect wholly owned subsidiary of At Home Group Inc., operated 213 home decor and home improvement retail stores and generated about $1.3 billion of revenue for the last twelve months ended October 26, 2019. The company is publicly traded since 2016, and funds affiliated with the company's former private equity sponsor AEA Investors LP owns approximately 16.55% of outstanding common stock. BAUSCH HEALTH: S&P Upgrades ICR to 'B+' on Litigation Settlement ---------------------------------------------------------------- S&P Global Ratings on Dec. 16 raised its issuer credit rating on specialty pharmaceutical and medical device company Bausch Health Cos. Inc. (Bausch Health) to 'B+' from 'B'. The outlook is stable. At the same time, S&P raised its rating on the senior secured debt to 'BB' from 'BB-' and senior unsecured debt rating to 'B' from 'B-'. The recovery ratings remain '1' and '5', respectively. The upgrade follows the announcement that Bausch Health has entered into a settlement agreement with the plaintiff's class action suit in the U.S. securities litigation for $1.21 billion. While the settlement amount is significant, it removes an uncertainty and further demonstrates current management's ability to resolve legacy management and governance issues. In the meantime, the company has steadily reduced debt, has returned to steady revenue growth, and is projected to generate annual free cash flows of over $1 billion. The stable outlook reflects S&P Global Ratings' expectation that Bausch Health's leverage will remain above 6x over the next two years. However, S&P expects the company will continue to generate substantial free cash flow (aided by a low tax rate). The outlook hinges on the company's ability to sustain a positive growth trajectory in profitability and a more ensured path to deleveraging. Over the longer term, S&P sees multiple paths to a higher rating. S&P could consider an upgrade should long-term adjusted leverage fall under 5x, which it believes is unlikely in the next two years. An upgrade could also result from an improved portfolio and more productive product pipeline. Currently, S&P expects Xifaxin and Bausch + Lomb eye care business to account for the bulk of growth. Greater diversity of significant growth drivers and a more mature, deeper product pipeline could lead to a higher rating. However, the rating agency also sees this scenario as unlikely in the next two years. "We could consider a negative rating action if the company experiences a reversal of past three years' gains. Should sales and EBITDA decline due to inability of new products to offset continued LOEs, or Bausch + Lomb lose market share (given size of business unit), leading to leverage climbing over 7.5x," S&P said. BAY AREA PROPERTY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Bay Area Property Developers, LLC f/k/a Bay Area Property Advisors, LLC 26515 Carmel Rancho Boulevard, Suite 200 Carmel, CA 93923 Business Description: Bay Area Property Developers LLC is engaged in activities related to real estate. Chapter 11 Petition Date: December 18, 2019 Court: United States Bankruptcy Court Northern District of California Case No.: 19-52539 Debtor's Counsel: Reno F.R. Fernandez III, Esq. MACDONALD FERNANDEZ LLP 221 Sansome Street, Third Floor San Francisco, CA 94104 Tel: (415) 362-0449 Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Lee E. Newell, CEO, New Cities Land Company, Inc., Debtor's managing member. A full-text copy of the petition is available for free from PacerMonitor.com at https://is.gd/U6dpRx List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. BKF Engineers Engineering $51,855 300 Frank Ogawa Services Plaza, Suite 380 Oakland, CA 94612 2. California Statewide Reimbursement for $110,000 Communities Development Attorney's Fees & Authority Costs 1700 North Broadway, Suite 405 Walnut Creek, CA 94596 James Hamill Tel: (800) 531-7476 3. City of Hayward Alleged Building $192,675 777 "B" Street Code and Health & Hayward, CA 94541 Safety Code Violations 4. City of Hayward Plan Check Fees $191,101 777 "B" Street Hayward, CA 94541 5. City of Hayward Demolition $14,340 777 "B" Street Permits Hayward, CA 94541 6. FARD Engineers Structural $31,150 309 Lennon Lane, Engineering No. 200 Walnut Creek, CA 94598 7. Giacalone Design Street & Utilities $46,227 Services, Inc. Design Services 5820 Stoneridge Mall Road, No. 345 Pleasanton, CA 94588 Andrew Marquez Tel: (925) 467-1740 8. Hayward Water System Water Utility $26,300 P.O. Box 6004 Hayward, CA 94540 9. HPA Design Group, LP Interior $49,000 5339 Alpha Road, Design Suite 250 Dallas, TX 75240 10. Humphreys & Partners Architectural $1,848,438 Architects, L.P. Services 5339 Alpha Road, Suite 300 Dallas, TX 75240 11. Kimley-Horn and Planning & Design $112,000 Associates, Inc. Services Lawsuit PO Box 847385 Los Angeles, CA 90084-7385 Paul Klein Tel: (916) 859-3661 12. Orrik, Herrington & Attorney's Fees $103,607 Sutcliffe LLP and Expenses 405 Howard Street San Francisco, CA94105 13. Patriot Environmental Lab Asbestos & Lead $18,082 Services, Inc. Paint Reports 1041 South Placentia Avenue Fullerton, CA 92831 James Thornbrugh II Tel: (714) 899-8900 14. PES Environmental, Inc. Georlogy & Soil $144,820 7665 Redwood Boulevard, Suite 200 Novato, CA 94945 Kyle S. Flory Tel: (415) 899-1600 15. PG&E Engineering $16,000 PO Box 997300 Advance Sacramento, CA 95899-7300 Jessi Devgan Tel: (510) 784-3209 16. Pioneer Development, LLC Affordable $18,558 12242 Business Housing Park Drive, Suite 19 Consulting Truckee, CA 96161 17. Randazzo Enterprises, Inc. Demolition Jobs $33,281 13550 Blackie Road Castroville, CA 95012 Bill Lynch Tel: (831) 633-4420 18. Rossi, Hamerslough, Attorney's Fees $453,564 Reischl & Chuck and Expenses 8 Harris Court, Suite A1 Monterey, CA 93940 19. SBI Builders Inc. Preconstruction $95,810 1515 The Alameda, Contractors Suite 300 San Jose, CA 95126 Rob Angeli Tel: (408) 549-1300 20. Stevens, Ferrone & Geotechnical $38,884 Bailey Engineering Co Engineering 1600 Willow Pass Court Concord, CA 94520 Kenneth C. Ferrone Tel: (925) 688-1001 BIOPLAN USA: Moody's Affirms B3 CFR, Outlook Stable --------------------------------------------------- Moody's Investors Service affirmed Bioplan USA, Inc.'s B3 Corporate Family Rating, B3-PD Probability of Default Rating and existing debt ratings. The outlook remains stable. Following is summary of the rating action: Affirmations: Issuer: Bioplan USA, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD $248 Million outstanding (originally $375 Million) First-Lien Senior Secured Term Loan due 2021, Affirmed B2 (LGD3) $102 Million outstanding (originally $145 Million) Second-Lien Senior Secured Term Loan due 2022, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: Bioplan USA, Inc. Outlook, Remains Stable RATINGS RATIONALE Bioplan's B3 CFR is constrained by the company's high financial leverage (7.4x total debt to EBITDA, Moody's adjusted at 30 September 2019) compared to its small revenue base. Moody's forecasts Bioplan will continue to experience volatile and cyclical revenue due to reduced volumes arising from customer consolidation. Cyclical increases in raw material prices, changes in customer product sales and marketing plans, shifts in product mix as well as aggressive competitor pricing behavior may also contribute to volatility and operating margin compression. However, Moody's projects the company will continue to generate positive free cash flow and solid EBITDA (albeit somewhat weakened) during periods of margin contraction. The rating also considers the secular industry pressures arising from the ongoing shift to internet, social media and e-commerce platforms for the consumption of beauty products. In addition, Bioplan faces the possibility of refinancing risk associated with the first-lien term loan maturing September 2021; accordingly, Moody's will monitor closely the company's refinancing progress over the next several quarters. The B3 rating is supported by Bioplan's position as the leading global provider of sampling and packaging services for the fragrance, beauty and personal care industries around the globe. The company enjoys a reputation for new product innovation and patented and proprietary technologies through its effective R&D investment, allowing the company to offer an extensive, one-stop shopping product portfolio, which has also led to long-standing customer relationships. Bioplan benefits from steady growth in the global beauty, cosmetics and personal care markets as well as clients' increasing focus on the importance of product sampling as part of their marketing plans. The stable rating outlook reflects Moody's view that Bioplan will experience relatively stable customer relationships and exhibit some modest pricing and volume variability. Moody's also expects the company to maintain adequate liquidity, even during periods of margin contraction and revenue volatility. Bioplan faces certain risks associated with social trends that include consumers' increasing focus on sampling beauty and skin care products and less on sampling fragrances chiefly due to the secular decline in magazine sales and associated decrease in magazine fragrance inserts. Also, the shift of beauty product sales direct-to-consumer via the internet is being facilitated by social influencers that trial and test products, which increasingly impacts purchasing behavior by Millennials, an increasingly large demographic. Bioplan's ratings could be upgraded if: -- Bioplan USA improves debt protection measures, maintains good liquidity and exhibits prudent financial policies. -- EBITDA margins remain stable (at a minimum) amid an expanding revenue base resulting in sustained reduction in total debt to EBITDA below 6x (Moody's adjusted), free cash flow to adjusted debt of at least 5% and adjusted EBITDA interest coverage above 3x. The company's ratings could be downgraded if: -- Operating and competitive environment (e.g., market share or price erosion) deteriorates, credit metrics weaken or if the company fails to generate sustained positive free cash flow. -- Free cash flow is expected to be negative, total debt to EBITDA is sustained above 7.5x (Moody's adjusted), or EBITDA interest coverage declines to 2x or lower over the rating horizon. -- Margins erode resulting in diminished cash flow. -- Sizable dividends or intensified acquisition activity leading to negative free cash flow, increased financial leverage or reduced liquidity. -- Bioplan is unable to make timely progress in refinancing the first-lien term loan due September 2021. Headquartered in New York, NY, privately-owned Bioplan USA, Inc., through its direct parent, Tripolis Holdings Sarl, is a leading global provider of marketing, packaging and interactive sampling products to the fragrance, beauty, cosmetic and personal care industries. Tripolis Holdings is a Luxembourg private limited liability company that was created to merge the sampling and packaging operations of two carve outs, New York-based Arcade Marketing and Paris-based Bioplan in September 2014. Arcade Marketing was carved out of Visant Corporation, a marketing and publishing services enterprise owned by DLJ Merchant Banking Partners and Kohlberg Kravis and Roberts. Bioplan was carved out of Ileos Group, a provider of luxury, cosmetics and pharmaceutical packaging owned by Oaktree Capital Management, L.P. Oaktree currently owns 100% of Bioplan USA. Net revenue totaled approximately $358 million for the last twelve months ended September 30, 2019. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. BIOSTAGE INC: Extends Warrants Exercise Period Until April 2020 --------------------------------------------------------------- Biostage, Inc. entered into amendments to certain of its outstanding warrants to purchase common stock that were issued in the Company's private placement that closed on June 12, 2019. The warrants that were amended relate to the purchase of up to an aggregate amount of 345,174 shares of common stock. Prior to the amendments, the warrants were exercisable until Dec. 17, 2019, being the date that is seven weeks after the filing date of the Company's first Investigational New Drug application with the US Food and Drug Administration. The Company agreed to extend this exercise period in each of the amended warrants such that the exercise termination date is now April 30, 2020. About Biostage Headquartered in Holliston, Massachusetts, Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company developing bioengineered organ implants based on its novel Cellframe technology. The Company's Cellframe technology is comprised of a biocompatible scaffold that is seeded with the patient's own stem cells. The Company's platform technology is being developed to treat life-threatening conditions of the esophagus, bronchus and trachea. Biostage reported a net loss of $7.53 million for the year ended Dec. 31, 2018, compared to a net loss of $11.92 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $2.06 million in total assets, $941,000 in total liabilities, and $1.12 million in total stockholders' equity. In its report dated March 29, 2019, RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2018, issued an opinion on the Company's consolidated financial statements for the year ended Dec. 31, 2018, expressing substantial doubt about the Company's ability to continue as a going concern. The auditor stated that the Company has suffered recurring losses from operations, has an accumulated deficit, uses cash flows in operations, and will require additional financing to continue to fund operations. BIRMINGHAM-SOUTHERN COLLEGE: Moody's Cuts Tuition Bonds to Caa1 --------------------------------------------------------------- Moody's Investors Service downgraded the rating on the Tuition Revenue Bonds of Birmingham Southern-College, AL to Caa1 from B3. The outlook is negative. The action impacts approximately $14 million of rated bonds issued through the Birmingham Private Educational Building Authority, AL. RATINGS RATIONALE The downgrade reflects enrollment and revenue declines which drove a deep operating deficit in fiscal 2019 and diminishment of liquidity. Operating revenue fell 15% to $37 million in fiscal 2019 as both the number of students and net tuition revenue per student declined. A drop in gift revenue compounded the year-over-year revenue challenges. Monthly days cash on hand moved to a very low 13 days from 57 days at the end of the prior year. The weak operating performance and decline in liquidity also drove covenant violations in the college's bank debt. While the bank syndicate has provided a waiver, the violation points to the weakened credit profile of the college. Enrollment declined an additional 5% in fall 2019 to 1,205 full-time equivalent students. Although management aims to increase both its enrollment and net tuition revenue, the college's challenged strategic positioning limits the prospects for material near term gains. BSC is attempting to monetize its Hilltop Village student apartments in fiscal 2019, moving the real estate asset with a $7.7 million book value to assets held for sale. The college aims to enter into a sale-leaseback for the facility with the anticipated proceeds being used for some combination of bank debt repayment, liquidity replenishment, and minor capital investments. Those minor capital investments could prove meaningful as capital spending has been very low at the college. Moody's calculates an average age of plant of 40 years following the transfer of Hilltop Village. RATING OUTLOOK The negative outlook incorporates the trends of declining revenue, weak operating performance and drop in liquidity, with limited prospects for reversal over the outlook period unless the university is able to restore donor confidence and meaningfully improve philanthropy. The outlook also incorporates the bank debt covenant violation. FACTORS THAT COULD LEAD TO AN UPGRADE - Marked and sustained improvement in operating performance - Substantial gain in total cash and investments including unrestricted liquidity FACTORS THAT COULD LEAD TO A DOWNGRADE - Additional decline in unrestricted liquidity - Inability to improve operating performance - Substantial increase in financial leverage or acceleration of bank debt LEGAL SECURITY Security on the Tuition Revenue Bonds is provided by a pledge on the college's gross tuition revenues. There is an additional bonds test requiring that recent pledged tuition revenue be at least 300% of prospective Maximum Annual Debt Service. There is no debt service reserve fund requirement. PROFILE Birmingham-Southern College is a private liberal arts college with under 1,300 students. Founded in 1856, the college is affiliated with the United Methodist Church. The campus is comprised of 192 acres on the west side of Birmingham. METHODOLOGY The principal methodology used in these ratings was Higher Education published in May 2019. BLUE DIAMOND: Hearing on Sale of Ranson Property Set for Jan. 2 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of West Virginia will hold a telephonic hearing on Jan. 2, at 1:30 p.m., to consider approval of the proposed sale of Blue Diamond, LLC's real property. Blue Diamond proposed to sell the property located at 404 Mildred St. N., Ranson, W.Va., to Crystal Zhou for $130,000. The company wants the property sold "free and clear of liens." About Blue Diamond Blue Diamond LLC, based in Martinsburg, WV, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-01234) on Dec. 20, 2017. In the petition signed by James Hutzler, Jr., member/manager, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Patrick M. Flatley presides over the case. Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, serves as bankruptcy counsel to the Debtor. William C.Brewer, Esq., at Brewer & Giggenbach, PLLC, is the Debtor's special counsel. On April 10, 2018, the Court appointed Natalie J. Hoffman of Keller Williams Realty Eastern, as the Listing Broker. BLUE SKY THINKING: Unsecureds to Get 30% Recovery Over 5 Years -------------------------------------------------------------- Blue Sky Thinking LLC filed with the U.S. Bankruptcy Court for the Middle District of a disclosure statement describing its Chapter 11 Plan. The Disclosure Statement discusses the proposed distributions under the Plan. Secured claim of Pearl Delta Funding shall receive $42 in 60 months with a 5.25% interest rate. Secured claim of Platinum Rapid Funding has total amount claim of $6,145.20. Class 3 General Unsecured Class shall be paid 30% of claim over 60 months. Payments and distributions under the Plan will be funded by the cash flow from operations and future income. The Post-Confirmation Managers of the Debtor, and their compensation shall be as follows: Tamara Hauser will remain the sole Managing Member of the Debtor and will have an annual salary of $42,000. In addition, Ms. Hauser will receive 401(k) benefits and health insurance in the respective amounts of $500 and $900 a month. This compensation is subject to cost-of-living increases. Ms. Hauser will serve as CEO and manager of the business. The Plan Proponent's financial projections for the balance of 2019 and the years 2020 through 2024 show that the Debtor will have an aggregate monthly average cash flow, after paying operating expenses and post-confirmation taxes, of $1,000. Accordingly, the projections show sufficient cash flow to make the required Plan payments. The final Plan payment is expected to be paid on January 1, 2025. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/td8uwcq from PacerMonitor.com at no charge. About Blue Sky Thinking Blue Sky Thinking, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04740) on May 20, 2019. The petition was signed by Tamara Hauser, managing member. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The Law Offices of Benjamin Martin is the Debtor's counsel. BRIDAN 770: Court Confirms Plan of Reorganization ------------------------------------------------- Debtor Bridan 770, LLC has won court approval of its Amended Plan of Reorganization. Judge Robert A. Mark confirmed the plan, citing that the requirements of Section 1129 of the Bankruptcy Code are satisfied. The following lists all classes containing Debtors' prepetition claims and their proposed treatment under the Plan: * Class 2 Bayview Loan Servicing Retains lien until Payment. Debtor will pay allowed secured claim and under secured claim of Bayview Loan Servicing Property was valued at $190,000 so Bank agreed $220,000.00 at 2.5%, 30 year amortization $869.27 monthly plus 1/60 advances $7,514.75 county taxes; $448.97 flood insurance $7963.72 = $132.73 month; total $1002 month. * Class 4 All unsecured claims allowed under Sec. 502 of the Code. IRS amended claim 1- 2 $5603., LLC Giancarlo Ciavaldini and Laura Robles $4500will be paid 100% in monthly installments after confirmation $10,103.63 = $168.40. * Sail Condominium Association Prepetition Debt $ 2,181.08 Maintenance through July 31, 2019, to be paid in four equal monthly installments of $545.27 following payment of post-petition amounts - Post-Petition Debt and Subject of Motion For Stay Relief As of 11 18 19 (Doc 127) Debtor owes $1,929.05, exclusive of late fees, interest and attorney fees. paid in cash at confirmation. * Class 5 Equity Security Holders of the Debtor will keep memberships for new value paid in this case. A full-text copy of the Plan Confirmation Order is available at https://tinyurl.com/ueh7549 from PacerMonitor.com at no charge. About Bridan 770 Bridan 770, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-20940) on Aug. 29, 2017, estimating $100,000 to $500,000 in both assets and liabilities. The petition was signed by its authorized representative, Laurent Benzaquen of AMBR JJLB Property Management LLC. Bridan 770, LLC, and debtor-affiliate JXB 84 LLC, tapped Joel M. Aresty, Esq., P.A., as counsel. An official committee of unsecured creditors has not been appointed in the case. BRIGHTLANE CORP: Accumulated Deficit Casts Going Concern Doubt -------------------------------------------------------------- Brightlane Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $309,933 on $40,425 of revenue for the three months ended Sept. 30, 2019, compared to a net loss of $131,739 on $19,473 of revenue for the same period in 2018. At Sept. 30, 2019, the Company had total assets of $4,175,198, total liabilities of $2,051,072, and $2,124,126 in total stockholders' equity. Company President and Chief Executive Officer Steve Helm said, "The Company has only generated minimal revenues since inception, has sustained operating losses since inception, and has an accumulated deficit of $(3,899,757) and a working capital deficit of $1,463,746 at September 30, 2019. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts." A copy of the Form 10-Q is available at: https://is.gd/f9Fkcj Brightlane Corp., formerly Bonanza Gold Corp., is focused on the acquisition, renovation, leasing and managing of single-family homes throughout the United States utilizing a lease-to-own structure. BUMBLE BEE: Court Approves Bidding Process ------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware on Dec. 19 approved the bidding process governing the sale of most assets of Bumble Bee Parent, Inc. and its U.S. and Canadian affiliates to the stalking horse bidders or to another buyer with a better offer. The assets up for sale include equity interests in certain non-U.S. affiliates whose operations support the companies' U.S. business. Pursuant to the bidding rules, Tonos 1 Operating Corp., Tonos US LLC and Melissi 4 Inc., which made a $930.6 million offer, will serve as the stalking horse bidders. Stalking horse bidders set the price floor for bidding in an auction. Bumble Bee will hold an auction on Jan. 23 if the company receives qualified bids before 5:00 p.m., Jan. 20. A court hearing to consider the sale to the winning bidder at the auction is scheduled for Jan. 29. If the auction is cancelled, the court will hold a hearing on Jan. 23. Objections to the sale must be filed before Jan. 10. A copy of the order is available for free at https://is.gd/uYqG8K About Bumble Bee Foods Bumble Bee -- https://www.bumblebee.com -- is a health and wellness focused company with a full line of seafood and specialty protein products marketed under certain brands including Bumble Bee(R), Brunswick, Snow's(R), Wild Selections(R) and Beach Cliff(R). Canadian affiliate, Connors Bros. Clover Leaf Seafoods Company -- http://www.cloverleaf.ca-- is a supplier of shelf-stable seafood, producing and marketing its products under several brands, including Clover Leaf(R), Brunswick(R) and Wild Selections(R). CBCLS's international business distributes products under the Brunswick(R) Bumble Bee(R) and Beach Cliff(R) brands to over 40 markets and countries, including Barbados, Jamaica, and Trinidad & Tobago. San Diego, California-based Bumble Bee Parent, Inc., and four affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 19-12502) on Nov. 21, 2019, before the Hon. Laurie Selber Silverstein. Bumble Bee Parent estimated $50 million to $100 million in assets and $500 million to $1 billion in liabilities. The petitions were signed by Kent McNeil, vice president. Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison, LLP, led by Alan W. Kornberg, Esq., Kelley A. Cornish, Esq., Claudia R. Tobler, Esq., and Aaron J. David, Esq., serve as counsel to the Debtors. Young Conaway Stargatt & Taylor LLP, led by Pauline K. Morgan, Esq., Ryan M. Bartley, Esq., and Ashley E. Jacobs, Esq., serves as co-counsel. The Debtors tapped AlixPartners, LLP as restructuring advisor; Houlihan Lokey, Inc. as investment banker; and Prime Clerk as notice, claims, solicitation and balloting agent. Counsel to affiliates of FCF Co., Ltd., the proposed Stalking Horse Bidder is: Sanford Rosen, Esq. Rosen & Associates, P.C. 747 Third Avenue New York, NY 10017 Counsel to the ABL Agent and ABL DIP Agent are: Peter S. Burke, Esq. Paul Hastings LLP 515 S. Flower St., 25th Floor Los Angeles, CA 90071 - and - Andrew V. Tenzer, Esq. Michael E. Comerford, Esq. Paul Hastings LLP 200 Park Avenue New York, NY 10166 - and - Matthew P. Ward, Esq. Morgan L. Patterson, Esq. Womble Bond Dickinson (US) LLP 1313 North Market Street, Suite 1200 Wilmington, DE 19801 Counsel to the Term Loan Agent and Term Loan DIP Agent: Matthew S. Barr, Esq. David N. Griffiths, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 - and - Paul N. Heath, Esq. Zachary I. Shapiro, Esq. Richards, Layton & Finger PA, 920 N. King Street Wilmington, DE 19801 The CCAA Monitor is: Josh Nevsky Alvarez & Marsal Canada Inc. 200 Bay Street, Suite 2900 Royal Bank South Tower Toronto ON M5J 2J1 BUZZ TEAM: Plan Outline OK'd, Jan. 10 Confirmation Hearing Set -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida approved the Disclosure Statement of Buzz Team Marketing LLC as containing adequate information regarding the Chapter 11 Plan. A confirmation hearing on the Plan will be held on January 10, 2020, at 1:30 p.m. Parties-in-interest will have until December 27 to file objections to the confirmation. December 27, 2019, is also the deadline for filing ballots accepting or rejecting the Plan. A full-text copy of the Order is available at https://tinyurl.com/vo4ua6d from PacerMonitor.com at no charge. About Buzz Team Marketing Buzz Team Marketing LLC, a marketing consultant in Riviera Beach, Fla., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-16858) on May 23, 2019. In the petition signed by Michael Basilicato, manager, the Debtor disclosed $128,482 in assets and $3,086,690 in liabilities. The case has been assigned to Judge Mindy A. Mora. The Debtor tapped Julianne Frank, P.A., as its legal counsel. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case. CABRERA INVESTMENTS: Jan. 23, 2020 Disclosure Statement Hearing Set ------------------------------------------------------------------- Debtor Cabrera Investments, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a disclosure statement and plan on Nov. 19, 2019. Judge Robert A. Mark ordered that: * Jan. 23, 2020, at 1:30 p.m. in the United States Bankruptcy Court 301 N. Miami Ave. Courtroom #4 Miami, FL 33128 is the hearing to consider approval of the disclosure statement. * Jan. 16, 2020, is the last day for filing and serving objections to the disclosure statement. A full-text copy of the Order is available at https://tinyurl.com/sbeqob4 from PacerMonitor.com at no charge. About Cabrera Investments Based in Hialeah, Florida, Cabrera Investments, LLC, filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-19175) on June 30, 2018, estimating $100,001 to $500,000 in total assets and $500,001 to $1 million in total liabilities. Ricardo A. Rodriguez, Esq. of the law firm of Rodriguez Law, P.L. is the Debtor's counsel. Zach B. Shelomith, Esq. of the law firm of Leiderman Shelomith Alexander + Somodevilla, PLLC, is the Debtor's co-counsel. CAROLINA CARBONIC: Court Grants 4th Interim OK on Cash Use ---------------------------------------------------------- The Bankruptcy Court for the Middle District of North Carolina authorized Carolina Carbonic & Hydrotesting, Inc., to use cash collateral in the ordinary course of its business pursuant to the budget through the earliest of (i) the entry of a final cash collateral order, or (ii) the entry of a further interim cash collateral order, or (iii) December 17, 2019, or (iv) the entry of an order denying or modifying the use of Cash Collateral, or (v) the occurrence of a termination event. The Debtor currently owes approximately $59,279.12 to the Internal Revenue Service. Before the Petition Date, the IRS has filed notices of tax lien with the North Carolina Secretary of State.for (i) $48,769.95; (ii) $30,353.94 and $37,034.46. The North Carolina Department of Revenue (NCDOR) has tax lien notices on record with the Guilford County Clerk's office for $28,417.92. The Debtor, however, contends that it has paid the lien in full and is current on all taxes with the NCDOR. The Court ruled that: (a) the Secured Parties are granted a postpetition replacement lien in the Debtor's postpetition property of the same type, validity, priority and enforceability as that held by the Secured Parties as of the Petition Date. (b) The Debtor will make monthly adequate protection payments to the IRS for $1,125.00 due on the first non-holiday business day of each month during the usage period. (c) The Debtor may make increased rent payments of $1,500 on the leased premises starting in November 2019 upon the presentation of evidence, acceptable to the Bankruptcy Administrator, that the current fair market rent for the premises is at least $1,500 per month. (d) the Debtor may make increased maintenance expenditures of $1,000 in December 2019 for repairs to the HVAC unit at the leased premises, upon the presentation of evidence, acceptable to the Bankruptcy Administrator, that the Debtor and not the landlord is responsible for said expenses pursuant to the terms of the lease. A copy of the fourth interim order is available at https://is.gd/XuR4v9 from PacerMonitor.com free of charge. The Court will continue the hearing set for Dec. 17, 2019 to Jan. 16, 2020 at 9:30 a.m. About Carolina Carbonic Carolina Carbonic and Hydrotesting, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 19-10899) on Aug. 20, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $1 million and liabilities of less than $100,000. The Law Firm of Ivey, McClellan, Gatton & Siegmund is the Debtor's counsel. Judge Catharine R. Aron is assigned to the case. CDT DE SAN SEBASTIAN: Court Directs Appointment of Ombudsman ------------------------------------------------------------ The petition filed on November 13, 2019 reflects that CDT De San Sebastian Inc. is a health care business case. Accordingly, the Court ordered that the United States Trustee shall appoint an ombudsman, pursuant to Chapter 11 of the Bankruptcy code, unless the US Trustee and/or the Debtor in possession inform the court in writing, within 21 days, why the appointment of an ombudsman is not necessary for the protection of the patients. A full-text copy of the order is available at https://tinyurl.com/tjx49ru from PacerMonitor.com at no charge. About CDT De San Sebastian CDT De San Sebastian Inc. is a tax-exempt entity that operates an outpatient care center in San Sebastian, Puerto Rico. CDT De San Sebastian sought Chapter 11 protection (Bankr. D.P.R. Case No. 19-06636) on Nov. 13, 2019. The Debtor was estimated to have $1 million to $10 million in assets and liabilities. The Hon. Brian K. Tester is the case judge. Jose Ramon Cintron, Esq., in San Juan, Puerto Rico, is the Debtor's counsel. CELADON GROUP: Sets Bid Procedures for All Assets of Taylor ----------------------------------------------------------- Celadon Group, Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with the auction sale of substantially all assets of debtor Taylor Express, Inc. Unfortunately, the majority of the Debtors' assets will shortly be liquidated, owing to a combination of industry headwinds, an overleveraged debt structure and the legacy impact of an extensive governmental investigation of the Debtors’ prior management. One of the Debtors' business operations, Taylor Express, likely has substantial value as a going concern. Accordingly, through the Motion, the Debtors ask authority to quickly commence and implement a process to sell substantially all of the assets of Taylor Express as a continuing and ongoing business. The Debtors have prepared a form Asset Purchase Agreement for use in negotiations with potential bidders. The APA contemplates that any Designated Stalking Horse Bidder's offer and any Qualified Bidder's offer will remain subject to higher and better bids, in accordance with and subject to the Bidding Procedures. In addition, to incentivize any potential bidder to serve as a Designated Stalking Horse Bidder in the sale process with respect to the Taylor Assets, the Debtors seek authority to grant the Bid Protections, in consultation with the Committee and DIP Agent, to any Designated Stalking Horse Bidder without further order of the Court (but subject to the limitations contained in the Bid Protections set forth in the Bidding Procedures Order). The relief requested in the Motion will best position the Debtors to maximize the value of the Taylor Assets to the benefit of their estates, their creditors, and other parties in interest. By the Motion, the Debtors ask entry of: (i) the Bidding Procedures Order (a) approving the Bidding Procedures, (b) authorizing the Debtors to grant Designated Stalking Horse Bidder status and Bid Protections to potential bidders, (c) scheduling an auction, (d) setting a hearing to consider approval of a sale of the Taylor Assets, (e) approving the Assumption Procedures, (f) approving the form of Notices and Notice Procedures, and (g) granting related relief; and (ii) the Sale Order, (x) authorizing the sale of substantially all of the Taylor Assets free and clear of all liens, claims, interests, and encumbrances, (y) authorizing the assumption, sale, and assignment of executory contracts and unexpired leases designated by the bidder submitting the highest or otherwise best bid to acquire assets and assume and purchase related contracts and leases, and (z) granting related relief. he salient terms of the Bidding Procedures are: a. Bid Deadline: Jan. 13, 2020 b. Initial Bid: The Bid must propose a Purchase Price for the subject Taylor Assets, including, if the Debtors have selected a Designated Stalking Horse Bidder, any assumption of liabilities with respect to any Taylor Assets that are the subject of a Designated Stalking Horse Bidder’s bid, that exceeds the value of such bid, plus the Bid Protections, plus an amount at least $100,000, as determined one week prior to the Bid Deadline in consultation with the Consultation Parties. c. Deposit: 10% of the purchase price d. Auction: If the Debtors receive one or more Qualified Bids (in addition to the Designated Stalking Horse Bid, if any), the Debtors will conduct an auction on Jan. 15, 2020]at DLA Piper LLP (US), 1201 North Market Street, Suite 2100, Wilmington, Delaware 19801 (or at such other location as the Debtors may designate upon written notice to all parties entitled to participate in the auction under the Bidding Procedures). e. Bid Increments: $100,000 f. Sale Hearing: Jan. 21, 2020 g. Sale Objection Deadline: Jan. 17, 2020 h. Closing: Jan. 24, 2020 i. The Debtors will permit credit bidding pursuant to section 363(k) of the Bankruptcy Code. Within three business days following entry of the Bidding Procedures Order, the Debtors will provide the Notice of Auction and Sale Hearing to the Notice Parties. In connection with the sale of the Taylor Assets, the Debtors anticipate that they will assume and sell and assign to one or more Successful Bidders certain of their executory contracts and unexpired leases and propose their Assumption Procedures. No later than three business days after entry of the Bidding Procedures Order, the Debtors will serve the Notice of Potential Assumption, on all parties to executory contracts or unexpired leases that may be assumed in connection with the sale of the Taylor Assets. The Assumption Objection Deadline is Jan. 15, 2020. No later than five calendar days prior to the closing of a sale of all or a portion of the Taylor Assets, the Debtors will serve the Notice of Assumption and Assignment. The APA and related funds flow agreed to by the Debtors and any Successful Bidder will contemplate a distribution of the proceeds of the sale of the Taylor Assets in accordance with the Final DIP Order and otherwise in accordance with the Debtors' contractual obligations and applicable law. The proposed sale of the Taylor Assets will be free and clear of all liens, claims, encumbrances, and interests, with such liens, claims, encumbrances, and interests attaching to the net proceeds of the sale of the Taylor Assets. The Debtors are asking relief from the 14-day stay imposed by Rule 6004(h) of the Bankruptcy Rules. A copy of the Form APA and the Bidding Procedures is available at https://tinyurl.com/usdz22p from PacerMonitor.com free of charge. About Celadon Founded in 1985, Celadon Group, Inc. -- http://www.celadongroup.com/-- began its operations as a small, dry van carrier with just 50 leased trucks and 100 leased trailers. Celadon was one of the first U.S.-based trucking companies to take trailers into Mexico, and is considered a pioneer of the commerce trail between the U.S. and Mexico. Due to this early success, Celadon was able to rapidly grow its operations and fleet, and in 1994, Celadon completed an initial public offering. Over the course of the last 34 years, Celadon vastly expanded its footprint to offer point-to-point shipping, warehousing, supply chain logistics, tractor leasing and other transportation and logistics services and, specifically, to provide long haul, regional, local, dedicated, intermodal, temperature-protect, and expedited freight services across the U.S., Canada and Mexico. With over 150,000 border crossings annually, Celadon was the largest provider of international truckload services in North America. At the date of its shutdown, Celadon was operating a fleet of approximately 3,300 tractors and 10,000 trailers with nearly 4,000 employees. CELADON GROUP: U.S. Trustee Forms 3-Member Committee ---------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on Dec. 18, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Celadon Group, Inc. The committee members are: (1) Comdata, Inc. Attn: Kurt Presley 5301 Maryland Way Brentwood, TN 37027 Phone: 615-370-7930 (2) Transport Enterprise Leasing, LLC Attn: Sheri Aaberg 400 Birmingham Highway, Suite 350 Chattanooga, TN 37419 Phone: 423-463-3387 Fax: 423-821-5442 (3) Master Fleet National LLC Attn: Derrick Washington 301 N. Broadway St., Suite 320 De Pere, WI 54115 Phone: 920-655-5053 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Celadon Group Celadon Group, Inc. -- https://celadontrucking.com -- is a North American truckload freight transportation company, primarily providing point-to-point shipping, warehousing, supply chain logistics, tractor leasing and other transportation and logistics services for major customers throughout North America. Celadon Group and 25 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12606) on Dec. 8, 2019. As of Dec. 2, 2019, the Debtors disclosed $427 million in assets and $391 million in liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel; Scudder Law Firm, P.C., L.L.O. as special counsel; Alixpartners, LLP as financial advisor; and Kurtzman Carson Consultants, LLC as notice, claims and balloting agent and administrative advisor. CFO MGMT: Trustee's $1.8M Sale of Frisco Property to Lotus Approved ------------------------------------------------------------------- Judge Brena T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized David Wallace, the Chapter 11 trustee for CFO Management Holdings, LLC, to sell the following additional retail suites located at 5855 Preston Rd, Frisco, Collin County, Texas, under the name of Subsidiary Debtor Frisco Wade Crossing Development Partners, LLC ("FWC"): Suites 600 and 700 of Building 1 of the FWC Development to Lotus Capital, LLC for $1.8 million. PT Sperone Investments, LLC has agreed to act as a Back-Up Buyer for Suites 600and 700 of Building 1 of the FWC Development for a price of $1.7 million in the event that closing does not occur with Lotus Capital. In the event that a closing does not take place with one of the Proposed Buyers (or such Proposed Buyer's designee) under the terms of the applicable agreement, the Trustee is authorized to proceed with a sale of such FWC Additional Suites to one or more Back-Up Buyers under substantially similar or more favorable terms to those provided in the Contracts, including PT Sperone under the terms provided herein; provided that the Trustee will consult with CPIF Lending prior to selecting an alternative transaction with a Back-Up Buyer and cooperate with reasonable requests from CPIF Lending for information regarding the proposed alternative transaction. The sale is free and clear of all liens, claims, and encumbrances. Any secured ad valorem property taxes owed by the Debtor with respect to the FWC Additional Suites, including ad valorem taxes attributable to the 2019 tax year, will be paid at closing on the sale. In the event that the sale closes after Dec. 31, 2019, any liens securing year 2020 ad valorem property taxes will remain attached to the real estate. Upon closing on each sale, the Trustee will place all sale proceeds in an interest bearing escrow account, pending (a) the resolution of any CPIF Challenge Claims, and (b) the determination of the validity and priority of any lien held by the M&M Lien Claimants and PC Legacy Two Trust with respect to the FWC Additional Suites. Such liens of CPIF Lending, M&M Lien Claimants and PC Legacy Two Trust will attach to the escrowed funds and the Escrow Account (up to the amount of such valid liens and in the same priority as existed prior to the sale) at closing, and such funds will remain in escrow until and to the extent the Order or a further order of the Court authorizes disbursement. The funds held in the Escrow Account will not be used for any purpose other than paying the secured creditors pursuant to a final order of the Court, absent further order of the Court. CPIF Lending, each M&M Lien Claimants, and PC Legacy Two Trust, respectively, will cooperate with the Trustee in providing and/or executing any releases or other documents necessary to effectuate the sales of the FWC Additional Suites free-and-clear of its 1ien(s). The terms and conditions of the Order will be immediately effective and enforceable upon its entry regardless of the applicability of Bankruptcy Rule 6004(h). About CFO Management Holdings CFO Management Holdings, LLC, through its subsidiaries, engages in developing and selling residential and commercial real estate in Collin County, Texas, and owns and manages a wild game ranch in Southern Oklahoma. The subsidiaries are Carter Family Office, LLC, Christian Custom Homes, LLC, Double Droptine Ranch, LLC, Frisco Wade Crossing Partners, LLC, Kingswood Development Partners, LLC, McKinney Executive Suites at Crescent Parc Development Partners, LLC, North-Forty Development LLC, and West Main Station Development, LLC. CFO Management Holdings and its subsidiaries sought Chapter 11 protection (Bankr. E.D. Tex. Case No. Lead Case No. 19-40426) on Feb. 17, 2019. In the petition signed by CRO Lawrence Perkins, CFO Management was estimated to have $50 million to $100 million in both assets and liabilities. Annmarie Chiarello, Esq. and Joseph J. Wielebinski Jr., Esq., at Winstead PC, serve as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 4, 2019. The committee is represented by Singer & Levick PC as its legal counsel. David Wallace was appointed as Chapter 11 trustee for the Debtors' estates on April 10, 2019. CHARIOTS OF HIRE: Jan. 9, 2020 Plan & Disclosure Hearing Set ------------------------------------------------------------ Debtor Chariots of Hire, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of Tennessee a Disclosure Statement and a Plan of Reorganization on Nov. 26, 2019, and has requested that the Court conditionally approve the Disclosure Statement filed in connection with the Plan of Reorganization. On Dec. 3, 2019, Judge Suzanne H. Bauknight conditionally approved the disclosure statement and established the following dates and deadlines: * Jan. 2, 2020, is fixed as the last day for filing and serving written objections to the Disclosure Statement. * Jan. 2, 2020, is fixed as the last day for filing written acceptances or rejections of the Plan of Reorganization pursuant to Federal Rule of Bankruptcy Procedure Rule 3020(b)(1). Written objections shall set forth with specificity the grounds upon which such objections are predicated. * Jan. 9, 2020, at 10:00 a.m., in Bankruptcy Courtroom 1-C, First Floor, Howard H. Baker, Jr. United States Courthouse, Knoxville, Tennessee, is fixed for the hearing on final approval of the Disclosure Statement (if any written objection has been timely filed), and the hearing on confirmation of the Plan of Reorganization. A full-text copy of the Conditional Order is available at https://tinyurl.com/rbg4ftg from PacerMonitor.com at no charge. The Debtor is represented by: SCOTT LAW GROUP, PC C. Dan Scott, BPR #010295 P.O. Box 547 Seymour, TN 37865-0547 Tel: (865) 246-1050 E-mail: dan@scottlawgroup.com About Chariots of Hire Chariots of Hire, Inc. is a transportation company in Louisville, Tennessee. The Company's fleet includes sedans (Cadillac, Mercedes & Town Cars), SUVs (Navigators & Escalades), passenger Limousines, Sprinter vans, passenger mini buses, passenger mid-size buses, passenger executive bus, and passenger motor coaches. Chariots filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 19-30281), on Feb. 1, 2019. The petition was signed by John Mark Parsons, president. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and $1 million to $10 million in liabilities. The case has been assigned to Judge Suzanne H. Bauknight. The Debtor is represented by C. Dan Scott, Esq., at Scott Law Group, PC. CHARLES F. HAMBLEN: Unsecureds to Get Quarterly Payouts for 4 Years ------------------------------------------------------------------- Debtor The Charles F. Hamblen Post 37 American Legion Department of Florida, Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, a First Amended Plan of Reorganization. Holders of allowed general unsecured claims estimated to total $100,928.75 in Class 2 will receive a pro rata share of a $5,000 cash distribution paid on the effective date, a pro rata share of the net proceeds recovered from causes of action, and 50 percent of the proceeds received from the Hamblen Club in accordance with the Settlement Agreement, paid on a quarterly basis, which payments shall be distributed pro rata to all Class 2 Claimholders. The Debtor estimates it will receive $30,000 from the Hamblen Club under the terms of a Settlement, 50% of which will inure to the benefit of Class 2 CLaimholders. The quarterly payments derived from the proceeds received from the Hamblen Club will be paid quarterly over a term of four years after the Effective Date. No Class 2 Holder will receive an amount greater than the amount of its allowed unsecured claim. The Plan contemplates that the Debtor will continue to manage and operate its business in the ordinary course as a Florida for-profit corporation, but with restructured debt obligations. Debtor believes the cash flow generated by its membership dues from members and the percentage recoveries from the Hamblen Club will be sufficient to make Plan Payments and maintain operational expenses. The Debtor intends to retain the services of Bon Ewald and Ewald Auctions to conduct an auction of the personal property of the Settlement Agreement, which personal property Debtor values at $20,000, excluding the ALOHA Point of Sale collateral. The Debtor estimates the fee for Ewald Auctions' services will be 10% of the gross sale proceeds generated by the sale of the Personal Property. After paying all transaction costs associated with the auction and sale of the Personal Property, the net sale proceeds shall be retained by the Debtor and distributed in accordance with the provisions of the Plan. A full-text copy of the Amended Plan is available at https://tinyurl.com/v27hot8 from PacerMonitor.com at no charge. The Debtor is represented by Justin M. Luna and Daniel A. Velasquez of LATHAM, LUNA, EDEN & BEAUDINE, LLP. About The Charles F. Hamblen Post 37 American Legion Department of Florida The Charles F. Hamblen Post 37 American Legion Department of Florida, Inc., a not-for-profit veterans organization, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-01563) on April 26, 2019. In the petition signed by Mike McDaniel, adjutant, the Debtor estimated $1 million to $10 million in both assets and liabilities. Justin M. Luna, Esq., at Latham, Shuker, Eden & Beaudine, LLP, represents the Debtor as counsel. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of The Charles F. Hamblen Post 37 American Legion Department of Florida Inc., according to court dockets. CHILDREN FIRST: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Children First Consultants, Inc., according to the case docket. Children First Consultants Children First Consultants Inc., a mental health services provider in Miami, Fla., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-25286) on Nov. 13, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Robert A. Mark. The Debtor is represented by Agentis PLLC. COMPASS GROUP: S&P Alters Outlook to Positive, Affirms 'B+' ICR --------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on U.S.-based Compass Group Diversified Holdings LLC (CODI), which significantly reduced its debt burden in 2019 after selling two of its platform investments and applying the net proceeds primarily toward debt repayment, including its $500 million term loan B. S&P also affirmed its 'BB' issue-level rating on CODI's senior secured revolver and withdrew its 'BB' issue-level rating on the company's senior secured term loan B, which the company has fully repaid. The rating agency raised its issue-level rating on the company's senior unsecured notes to 'B' from 'B-', reflecting improved recovery prospects after the term loan repayment. The rating agency revised the outlook to positive, reflecting the potential for a higher rating if CODI continues to demonstrate conservative financial policies, such that loan to portfolio value (LTV) is sustained below 45%. The outlook revision reflects CODI's more conservative investment policies over the past year and focus on debt reduction. This includes the company's disposals of Manitoba Harvest and Clean Earth over the past year that, in aggregate, generated over $770 million in proceeds, which were primarily used to repay debt. Pro forma for the company's recent $115 million issuance of series C preferred shares and subsequent prepayment of its term loan B, LTV improved to about 35%, down from above 45% in early 2019 (per its criteria, S&P gives 50% equity treatment to the company's preferred equity up to 15% of its capital structure; S&P treats the remainder as debt). S&P assumes management will continue to demonstrate more prudent financial and investment policies based on indications that acquisition multiples remain very high and its concerns over a potential near-term recession, especially since many of the company's investees are small and vulnerable to economic downturns. However, S&P needs to see a longer track record of prudent financial policies before raising the rating. The positive outlook reflects the potential for a higher rating if CODI continues to demonstrate more conservative financial policies. S&P could raise the rating if LTV is sustained below 45% while cash flow adequacy remains close to 1x. While less likely, S&P could also raise the rating if the company strengthens its portfolio diversity and significantly improves portfolio liquidity through investments in publicly held assets. S&P could revise the outlook to stable if CODI adopts more aggressive financial policies than it expects such that LTV weakens to 45% or above, or cash flow adequacy deteriorates well below 1x. COMPREHENSIVE: Court Waives Appointment of PCO ---------------------------------------------- Comprehensive Quality Care Inc. Foundation, an Illinois corporation filed a motion seeking an order determining that an appointment of a patient care ombudsman under Chapter 11 U.S.C. Section 333 is not necessary. The bankruptcy judge approved the waiver motion and ordered that the requirement to appoint a patient care ombudsman pursuant to Section 333 of the Bankruptcy Code is waived as unnecessary. A full-text copy of the order is available at https://tinyurl.com/quylcp3 from PacerMonitor.com at no charge. About Comprehensive Quality Care Based in Chicago, Illinois, Comprehensive Quality Care Inc. Foundation, a home care provider, filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-26364) on Sept. 18, 2019. In the petition signed by John M. Tar, president, the Debtor report total assets of $422,875 and total liabilities of $1,394,800. The case is assigned to Hon. LaShonda A. Hunt. The Debtor's counsel is John J. Lynch, Esq., at Lynch Law Offices, P.C., in Lisle, Illinois. COOKE OMEGA: S&P Alters Outlook to Stable, Affirms 'B+' ICR ----------------------------------------------------------- S&P Global Ratings revised its outlook on New Brunswick-based Cooke Omega Investments Inc. to stable from negative, and affirmed all of its ratings on the company, including its 'B+' long-term issuer credit rating. S&P forecasts Cooke Omega's debt-to-EBITDA to improve in the 5x area in the next 12-18 months. The outlook revision reflects the rating agency's favorable view of the initiatives that Cooke Omega has taken to reduce its inventory backlog from 2018; mitigate the adverse impact from U.S.-China trade tensions by shifting its exposure away from China to Europe; drive manufacturing, and selling, general, and administrative (SG&A) efficiencies; and improve its overall operational performance through 2019. It also reflects S&P's expectation that the company will maintain its favorable performance in fiscal 2020. S&P now expects the company will generate revenues of US$330 million-US$340 million, which is a 10% year-over-year increase, and EBITDA of US$70 million-US$75 million (on an S&P Global Ratings' adjusted basis) for fiscal 2019. As a result, the rating agency forecasts credit measures to strengthen to about the 5.0x area for next 12-18 months, which is an improvement from its previous expectation of 6.0x-6.5x for fiscal 2019. The stable outlook on Cooke Omega reflects S&P's expectation that the company will likely generate EBITDA of US$70 million-US$75 million on S&P's adjusted basis in spite of a volatile pricing environment. As a result, the company can sustain debt-to-EBITDA in the 5x area over the next 12 months, a level S&P believes sufficiently supports the rating. "We could lower the ratings in the next 12 months if the company were to sustain debt-to-EBITDA above 7x or EBITDA-to-interest coverage weakened below 2x on S&P adjusted basis due to weak operating performance, either because of weather or global price declines, with no clear path of deleveraging. We estimate that a sharp decline in EBITDA margins or more than 500 basis points could push credit measures toward our downside thresholds," S&P said, adding that it could lower the ratings should the group's consolidated leverage weakens from fiscal 2019 levels due to weaker operating performance or aggressive financial policy at Cooke Aquaculture. COUNTERPATH: Non-Profitable Operations Cast Going Concern Doubt --------------------------------------------------------------- CounterPath Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $801,249 on $2,700,922 of total revenue for the three months ended Oct. 31, 2019, compared to a net loss of $2,063,757 on $2,441,261 of total revenue for the same period in 2018. At Oct. 31, 2019, the Company had total assets of $12,354,798, total liabilities of $10,432,123, and $1,922,675 in total stockholders' equity. The Company has experienced recurring losses and has an accumulated deficit of US$70,312,063 as of October 31, 2019, as a result of flat to declining revenues resulting from a number of factors including its buildout of a cloud based subscription platform concurrent with the change of its licensing model to subscription based licensing and has not reached profitable operations which raises substantial doubt about its ability to continue operating as a going concern within one year of the date of issuance of the financial statements. A copy of the Form 10-Q is available at: https://is.gd/lSKwoH CounterPath Corporation designs, develops, and sells software and services that enable enterprises and telecommunication service providers to deliver unified communications services over Internet protocol based networks in North America and internationally. It was founded in 2002 and is headquartered in Vancouver, Canada. DADONG CATERING: Court Approves Bidding Process ----------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York approved the bidding process governing the proposed sale of most assets of DaDong Catering LLC. The assets up for sale include intellectual property, inventory, machinery and other personal properties that the company used to operate its restaurant business. Pursuant to the bidding rules, interested buyers have until 5:00 p.m., Jan. 15, to place their bids on the assets. An auction will be conducted on Jan. 17 if the company receives qualified bids before the bid deadline. A court hearing to consider the sale to the winning bidder is scheduled for Jan. 22. Objections to the sale must be filed before Jan. 13. A copy of the court order is available at https://tinyurl.com/wqookh7 free of charge. About DaDong Catering LLC DaDong Catering LLC, 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. Visit http://www.dadongny.comfor more information. DaDong Catering LLC sought Chapter 11 protection (Bankr. S.D. N.Y. Case No. 19-13629) on Nov. 13, 2019. The petition was signed by Xiaozhe Liu, chief executive officer and managing member of Genesis Brand Management. The Debtor disclosed $22,524,208 in assets and $4,183,440 in debt. Judge Shelley C. Chapman oversees the case. The Debtor tapped Steven Wirth, Esq., at Akerman LLP, as its legal counsel. DADONG CATERING: Jan. 17 Auction of All Assets Set -------------------------------------------------- Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York authorized the bidding procedures of DaDong Catering LLC, doing business as DaDong NY, in connection with the auction sale of substantially all assets. The Debtor is authorized to designate a Stalking Horse Bidder. It will designate a Stalking Horse Bidder by 5:00 p.m. (ET) on Dec. 20, 2019 by filing a "Notice of Selection of Stalking Horse Bidder." Contemporaneously therewith, the Debtor will file an asset purchase agreement between the Debtor and the Stalking Horse Bidder. To the extent the Debtor does not select a Stalking Horse bidder, the Debtor will file a form APA by 5:00 p.m. (ET) on Dec. 20, 2019 in lieu of filing a Notice of Selection of Stalking Horse Bidder. The Stalking Horse Bidder's opening bid will serve as the opening bid at the Auction. The Stalking Horse Bidder shall be entitled to the Break-Up Fee of 3% of its opening bid if it is not the successful bidder at the Auction. The salient terms of the Bidding Procedures are: a. Bid Deadline: Jan. 15, 2020 at 5:00 p.m. (ET) b. Initial Bid: The Stalking Horse Bidder's opening bid will serve as the opening bid at the Auction. Potential purchasers of the Assets must submit an initial minimum overbid of at least $100,000 over and above the opening bid. c. Deposit: 10% of the proposed Purchase Price d. Auction: If multiple Qualified Bids are received by the Debtors on the Bid Deadline, then the Debtors will conduct an auction on Jan. 17, 2020 at 1:00 p.m. (ET) at the former premises of the Debtor, 3 Bryant Park, 120 West 42nd Street, New York, NY 10036, or such later time on such day or other place as the Debtor will notify the Noticed Parties. e. Bid Increments: $100,000 f. Sale Hearing: Jan. 22, 2020 at 10:00 a.m. (ET) g. Sale Objection Deadline: Jan. 13, 2020 at 5:00 p.m. (ET) The Assumption and Assignment Procedures as set forth in the Motion and in the Order are approved. Not later than 14 days prior to the Sale Hearing (as may be adjourned from time to time), the Debtor will file with the Court the Cure Schedule. The Cure/Assignment Objection is three business days prior to the Sale Hearing. The deadline of objections to any cure amount proposed by the Debtor in the Cure Schedule is Jan. 13, 2020 at 4:00 p.m. (ET). The form of Sale Notice is approved. Within two business days after entry of the Order, the Debtor's Claims Agent: (a) will provide a copy of the Sale Notice and the Order by first class mail to (i) the Notice Parties, (ii) each counterparty to an executory contract with the Debtor; and (iii) all known creditors of the Debtor. A copy of the Bidding Procedures is available at https://tinyurl.com/sf9p7yy from PacerMonitor.com free of charge. About DaDong Catering DaDong Catering LLC, doing business as DaDong NY, is a Chinese restaurant owned by influential chef, DaDong. DaDong -- http://www.dadongny.com/-- 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 LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-13629) on Nov. 13, 2019. The petition was signed by Xiaozhe Liu, CEO and managing member of Genesis Brand Management. The Debtor disclosed total assets of $22,524,208 and debt of $4,183,440 as of the bankruptcy filing. The Debtor tapped Steven Wirth, Esq., at Akerman LLP as counsel. The Court appointed Moeckre Auctions as auctioneer. DELTA HOSPICE: Court Approves Dr. Stacy as PCO ---------------------------------------------- In the Chapter 11 case of Delta Hospice of California, Inc., the Bankruptcy Court has considered the application for an order approving the appointment of a patient care ombudsman filed by Peter C. Anderson, the United States Trustee for Region 16. Based upon the application and for good cause appearing, the bankruptcy judge ordered that the application is approved and Dr. Timothy J. Stacy is appointed as patient care ombudsman for Delta Hospice of California. A full-text copy of the order is available at https://tinyurl.com/w6h2jgq from PacerMonitor.com at no charge. About Delta Hospice Delta Hospice of California, Inc., is a hospice care services provider in Chino, California. Delta Hospice of California sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-19750) on Nov. 1, 2019. The Debtor was estimated to have assets of $1 million to $10 million and liabilities of the same range as of the bankruptcy filing. The LAW OFFICE OF DAVID AKINTIMOYE is the Debtor's counsel. DIFFUSION PHARMACEUTICALS: Closes $3.5M At-the-Market Offering -------------------------------------------------------------- Diffusion Pharmaceuticals Inc. reported the closing of its previously announced registered direct offering, priced at-the-market, with certain institutional investors of 6,266,787 shares of the Company's common stock, at a purchase price of $0.5585 per share and associated warrant. The Company also issued 6,266,787 unregistered warrants to the institutional investors in a concurrent private placement to purchase one share of common stock for each share of common stock purchased with an exercise price of $0.4335 per share. The gross proceeds to Diffusion, before deducting placement agent fees and other offering expenses, were approximately $3.5 million. The warrants are exercisable upon issuance and will expire five and one half years following the date of issuance. H.C. Wainwright & Co. acted as the exclusive placement agent for the offerings. Diffusion currently intends to use the net proceeds from the offering to fund research and development of its lead product candidate, TSC, including clinical trial activities, and for general corporate purposes. The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) were offered pursuant to a "shelf" registration statement on Form S-3 (File No. 333-231541), which was declared effective by the Securities and Exchange Commission (SEC) on May 22, 2019. A prospectus supplement and the accompanying prospectus relating to the registered direct offering were filed with the SEC. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may be obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue 3rd Floor, New York, New York 10022, or by calling (646) 975-6996 or by emailing placements@hcwco.com or at the SEC's website at http://www.sec.gov. The warrants and shares issuable upon exercise of the warrants offered in the concurrent private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. About Diffusion Pharmaceuticals Based in Charlottesville, Virginia, Diffusion Pharmaceuticals Inc. -- http://www.diffusionpharma.com/-- is biotechnology company developing new treatments that improve the body's ability to bring oxygen to the areas where it is needed most, offering new hope for the treatment of life-threatening medical conditions. Diffusion's lead drug TSC was originally developed in conjunction with the Office of Naval Research, which was seeking a way to treat hemorrhagic shock caused by massive blood loss on the battlefield. Diffusion reported a net loss attributable to common stockholders of $26.62 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $2.61 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $16.20 million in total assets, $2.68 million in total liabilities, and $13.52 million in total stockholders' equity. KPMG LLP, in McLean, Virginia, the Company's auditor since 2015, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations, has limited resources available to fund current research and development activities, and will require substantial additional financing to continue to fund its research and development activities that raise substantial doubt about its ability to continue as a going concern. DIGERATI TECHNOLOGIES: Has $1.5M Net Loss for Oct. 31 Quarter ------------------------------------------------------------- Digerati Technologies, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss (attributable to the Company's common shareholders) of $1,508,000 on $1,589,000 of total operating revenues for the three months ended Oct. 31, 2019, compared to a net loss (attributable to the Company's common shareholders) of $914,000 on $1,522,000 of total operating revenues for the same period in 2018. At Oct. 31, 2019, the Company had total assets of $4,483,000, total liabilities of $7,722,000, and $3,239,000 in total stockholders' deficit. Since the Company's inception in 1993, Digerati has incurred net losses and accumulated a deficit of approximately US$86,828,000 and a working capital deficit of approximately US$6,374,000 which raises substantial doubt about Digerati's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/myJ8ed Digerati Technologies, Inc., through its subsidiaries, provides Internet-based telephony products and services through its cloud application platform and session-based communication network. The company was formerly known as ATSI Communications Inc. and changed its name to Digerati Technologies, Inc. in March 2011. Digerati Technologies, Inc. was founded in 1993 and is headquartered in San Antonio, Texas. DJL BUILDERS: Has Interim OK to Use Cash Collateral --------------------------------------------------- DJL Builders, Inc., sought and obtained interim approval from the Bankruptcy Court to use cash collateral pursuant to a budget, which on a monthly basis provides for $67,000 in cost of goods sold, and $43,965 in total expenses. As adequate protection for the use of cash collateral, the Debtor offers the Internal Revenue Service with replacement liens in all types of collateral arising after the Petition Date. The Debtor also proposed to pay the IRS $1,000 monthly beginning on Dec. 5, 2019 and continuing on the succeeding months thereafter until the effective date of a confirmed plan, as additional adequate protection. The Debtor owes the IRS $33,353.59 for unpaid 2013 and 2014 employment taxes, for which liens have been filed. A copy of the Motion and the proposed budget is available at https://is.gd/3NADmS from PacerMonitor.com free of charge. According to docket updates, the Bankruptcy Court has granted the Motion on an interim basis and that a revised Interim Order is yet to be submitted. Final hearing is scheduled for January 8, 2020 at 11:00 a.m. About DJL Builders, Inc. DJL Builders, Inc., is a Michigan corporation, founded by David J. Latawiec in 2009, which provides home remodeling services to homeowners in southeastern Michigan. David J. Latawiec is the Debtor's sole shareholder. DJL Builders, Inc., filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 19-56856) on November 29, 2019. Lynn M. Brimer, Esq. -- lbrimer@stroblpc.com -- at STROBL SHARP PLLC represents the Debtor as counsel. DOUGHERTY'S HOLDINGS: Hearing on Bidding Process Set for Dec. 30 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas will hold a hearing on Dec. 30 to consider approval of the bidding process governing the sale of Dougherty's Holdings, Inc.'s pharmacies. The company proposes to sell two of its pharmacies in Dallas, Texas, and one pharmacy in McAlester, Okla. Pursuant to the bidding rules, interested buyers have until 5:00 p.m., Jan. 9 to place their bids, which must include a $175,000 deposit, on the assets. An auction will be held on Jan. 10 if Dougherty's receives qualified bids before the bid deadline. If the auction is cancelled, Dougherty's will present the sole qualified bid to the bankruptcy court for approval at a hearing on Jan. 17. A copy of the document detailing the bidding process is available at https://tinyurl.com/vqkr3wb from PacerMonitor.com free of charge. About Dougherty's Holdings Dougherty's Holdings, Inc., and its subsidiaries own and operate two retail pharmacy stores in Dallas, Texas and one in McAlester, Okla. The retail stores are approximately 2,500 to 12,000 square feet in size, and offer health screenings, serve prescription needs, offer wellness and holistic care products, health & beauty products, home medical supplies and equipment, and gifts for sale. Each of the Debtors, with Dougherty's Holdings, Inc. as the lead case (Bankr. N.D. Tex. Lead Case No. 19-32841) sought Chapter 11 protection on Aug. 28, 2019 in Dallas, Texas. The subsidiaries include (i) Dougherty's Pharmacy, Inc. [Texas]; (ii) Dougherty's Pharmacy Forest Park, LLC; (iii) Dougherty's Pharmacy McAlester, LLC; and (iv) Dougherty's Pharmacy, Inc. [Delaware]. The petitions signed by Steward Edington, president and chief executive officer, disclosed assets valued between $1 million and $10 million and liabilities within the same range. The Hon. Harlin DeWayne Hale oversees the cases. Pronske & Kathman, P.C. is the Debtors' bankruptcy counsel. Integrity Pharmacy Consultants LLC is the Debtors' valuation expert. DURR MECHANICAL: Plan to be Funded by Affirmative Claim Recoveries ------------------------------------------------------------------ Durr Mechanical Construction, Inc. filed with the U.S. Bankruptcy Court for the Southern District of New York a First Amended Disclosure Statement in connection with its First Amended Plan of Liquidation dated November 25, 2019. Among other things, attached to the Amended Disclosure Statement is a copy of the Liquidating Trust Agreement. The Amended Disclosure Statement reveals that each Holder of an Allowed Class 4 General Unsecured Claim shall receive, in full, final and complete satisfaction, settlement, release, and discharge of such Claim, its Pro Rata Share of Available Funds, subordinate and subject to approved carve-outs, reserves and/or operating funds for (i) the U.S. Trustee fees and (ii) the Liquidating Trustee for fees and expenses in connection with the Liquidating Trust, and after payment in full of allowed Administrative Expense Claims, Allowed Claims in Class 2, Allowed Priority Tax Claims and Allowed Claims in Class 3, except as otherwise agreed with the holder of such Claims. Class 5 Interests consist of the shares of the Debtor held by Kenneth A. Durr, Robert Durr, Jr., Frank Heidinger and Robert Durr, Sr. The foregoing shareholders shall not retain the Class 5 Interests under the Plan. Class 5 Interests will only receive Pro Rata Distributions under the Plan and/or the Liquidating Trust, in the event that all senior classes of Allowed Claims have been paid in full. In such event such Pro Rata Distributions shall be paid as soon as reasonably practicable after receipt from the recoveries from any claims of the estate. The Arbitration case against Enexio US LLC concluded, and an award in favor of the Debtor was issued by the arbitration panel on April 24, 2019, in the total amount of $9,590,433.15, plus certain applicable interest and costs. The Enexio award funds were received by the Debtor, on or about June 18, 2019, in the total sum of $10,902,434.21. The receipt of the Arbitration Award would provide the Debtor with additional financial support and allowed for payment of certain secured claims and other debts. The approximate sum of $2.1 million would be left for the Debtor's continued operations and judicious prosecution of the remaining Affirmative Claims, which seek recoveries for damages in the approximate aggregate sum of $110 million. PSEG Fossil LLC is no longer entitled to receive a distribution from the Debtor or the Debtor's estate, on account of any counterclaim which may have existed as of the Filing Date. Distributions to Allowed Claimants under the Plan will be funded from the Available Funds, which predominantly include and consist of the recoveries from the Affirmative Claims. The Liquidating Trustee selected by the Debtor is Kenneth A. Durr, the President of the Debtor. The Liquidating Trustee will implement the Plan through the Liquidating Trust. A full-text copy of the Amended Disclosure Statement is available at https://tinyurl.com/svny84n from PacerMonitor.com at no charge. About Durr Mechanical Durr Mechanical Construction, Inc. -- http://www.durrmech.com/-- is a mechanical contracting company headquartered in New York. It offers commercial HVAC, scheduling and cost control, BIM drafting, erecting and setting equipment, process piping, power piping, and emergency services. Durr Mechanical Construction filed a voluntary petition for reorganization under Chapter 11 of Title 11 of the United States Code (Bankr. S.D.N.Y. Case No. 18-13968) on Dec. 7, 2018. In the petition signed by Kenneth A. Durr, president, the Debtor estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities. The Debtor tapped LaMonica Herbst & Maniscalco, LLP as its bankruptcy counsel, and Grassi & Co. as its financial advisor. The Debtor also hired Shipman & Goodwin LLP, Schiff Hardin LLP and Peckar & Abramson, P.C. as its special counsel. EASTERN NIAGARA HOSPITAL: Hires Barclay Damon as Counsel -------------------------------------------------------- Eastern Niagara Hospital, Inc., seeks permission from the U.S. Bankruptcy Court for the Western District of New York to employ Barclay Damon LLP as its attorneys. The professional services the Firm is to render are: a) To give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued operation of the business and management of its property; b) To prepare on behalf of the Debtor necessary applications, answers, reports, orders, and other legal papers; and c) To perform all other legal services for the Debtor, as may be necessary, including but not limited to, health care, labor and employment, ERISA, and corporate matters. The Debtor desires to employ Barclay Damon under a general retainer because of the extensive legal services required. Since April 2019, $62,357.50 has been paid to Barclay Damon by the Debtor in respect of its preparation for a Chapter 11 filing. Additionally, a pre-petition payment of $129,605.00 was paid to Barclay Damon by the Debtor on November 7, 2019. From the amount, $27,650.00 was applied to pre-petition fees, leaving $101,955.00 for the Court filing fees and a general retainer. Barclay Damon intends to bill the Debtor at its normal hourly rates for reorganization work. The rates in effect for attorneys are $190 to $420 per hour; and the rates for paralegals range from $134 to $185 per hour. Barclay Damon represents no interest adverse to the Debtor or the estate in the matters upon which it is to be engaged for the Debtor and its employment would be in the best interests of the estate. The firm may be reached at: Jeffrey A. Dove, Esq. BARCLAY DAMON LLP Barclay Damon Tower 125 East Jefferrson Street Syracuse, NY 13202 Tel: (315) 413-7112 Fax: (315) 703-7346 Email: jdove@barclaydamon.com About Eastern Niagara Hospital Eastern Niagara Hospital, Inc. -- http://www.enhs.org-- is a not-for-profit organization, focused on providing general medical and surgical services. It offers radiology, surgical services, rehabilitation services, cardiac services, respiratory therapy, obstetrics and women's health, emergency services, acute and intensive care, chemical dependency treatment, occupational medicine services, DOT medical exams, dialysis, laboratory services, child and adolescent psychiatry, and express care. Eastern Niagara Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. N.Y. Case No. 19-12342) on Nov. 7, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtor tapped Jeffrey Austin Dove, Esq., at Barclay Damon LLP, as its legal counsel. ELK PETROLEUM: Seeks to Extend Exclusivity Period to March 17 ------------------------------------------------------------- Elk Petroleum Inc. asked the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive period to file a Chapter 11 plan to March 17, 2020, and the period to solicit acceptances for the plan to May 16, 2020. Elk Petroleum and its key constituents need additional time to develop consensual terms for a liquidating plan at minimal cost and capitalize on the company's progress to date in the pursuit of successful liquidation of its remaining assets, according to court filings. About Elk Petroleum Elk Petroleum Inc. -- https://www.elkpet.com/ -- is an oil and gas company specializing in enhanced oil recovery (EOR). Elk Petroleum and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11157) on May 22, 2019. At the time of the filing, Elk Petroleum estimated assets of between $1 million and $10 million and liabilities of less than $50,000. The petition was signed by Scott M. Pinsonnault, chief restructuring officer. The Debtors tapped Norton Rose Fulbright US LLP and Womble Bond Dickinson (US) LLP as legal counsel; Ankura Consulting Group, LLC, as restructuring advisor; Opportune LLP as valuation analysis provider; and Bankruptcy Management Solutions, Inc., as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of preferred equity security holders on June 19, 2019. No official committee of unsecured creditors has been appointed in the Debtors' cases. EVANGELICAL HOMES: Fitch Affirms BB+ Rating on $23.9MM 2013 Bond ---------------------------------------------------------------- Fitch Ratings affirmed the 'BB+' ratings on the following revenue bonds issued by the Michigan Strategic Fund and Economic Development Corporation of the City of Saline on behalf of the Evangelical Homes of Michigan Obligated Group (EHM OG): -- $23,910,000 Michigan Strategic Fund, series 2013; -- $10,470,000 Economic Development Corporation of the City of Saline (MI), series 2013. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of unrestricted receivables of the Obligated Group, a mortgage on the revenue-generating property and structures on the three campuses, and two separate debt service reserve funds. KEY RATING DRIVERS STABLE OPERATING PROFILE: The service area is generally favorable and demand is stable. While there are senior living competitors in Washtenaw County, EHM OG operates the only rental community full-service CCRC around Saline, MI. Occupancy remains near to slightly above 90% for the various levels of care. COVENANT BREACH IN 2019 EMPHASIZES LOW COVERAGE CUSHION: MADS coverage is extremely low at 0.4x. The MADS - coverage revenue-only was affected EHM's $1.9 million write-off for receivables greater than 365 days. As such, EHM was in violation of its debt service coverage covenant and has been in negotiation with investors for a forbearance agreement and completion of the 2019 audit. When excluding the write-off, EHM's actual debt service would have been 1.22x and in compliance with the covenant. Fitch expects that EHM receive a forbearance agreement and be in compliance with its debt service coverage covenant in the near future. MIXED FINANCIAL PROFILE: Liquidity ratios are mixed, with modest cash on hand of 107 days at unaudited fiscal year-end 2019 (April 30 year-end) (102 days at unaudited July 31, 2019). It is common for rental-oriented CCRCs to have thinner days cash. Cash-to-debt at 33% at unaudited fiscal year-end 2019 is more in-line with below investment-grade peers. SOUND LONG-TERM LIABILITY PROFILE: EHM OG's debt burden is favorably low as MADS as a percentage of revenue measured 6.0% in unaudited fiscal 2019 well below the noninvestment-grade median. Debt equivalents are manageable. Debt-to-net available, however, measured a very high 32.9x in unaudited fiscal 2019 primarily due to the receivables non-cash write-off. ASYMMETRIC RISK FACTORS: No asymmetric risk factors affected this rating determination. RATING SENSITIVITIES LIQUIDITY PROFILE: Weaker liquidity metrics could pressure EHM OG's rating, particularly if compounded by more volatile occupancy and lower profitability. Conversely, if EHM OG sustains a favorable operating ratio and improves liquidity materially, upward rating movement may be warranted although not expected during the current Outlook period. CREDIT PROFILE Headquartered in Farmington, MI, the EHM OG operates a skilled nursing facility (SNF), a rehabilitation center (the Redies Center), and a rental contract retirement community (Brecon Village), all in Saline, MI. Additional operations include home care and home support, senior housing, hospice care and memory support services in southeastern Michigan. EHM Senior Solutions (the consolidated system of which EHM OG is the primary member) also includes non-obligated entities, namely LifeChoice Solutions. LifeChoice operates the only functioning "CCRC at home" model in Michigan. Obligated group performance is cited throughout this press release. EHM OG's total operating revenue measured just over $33 million in unaudited fiscal 2019. STABLE OPERATING PROFILE The service area around Saline, MI is stable and the broader Washtenaw County area is favorable, leading to Fitch's expectation that demand for EHM OG's services will remain robust. Population growth and median household incomes in Washtenaw County exceed the state and U.S. averages and the unemployment rate in the county is below average. As a rental property, EHM OG is less dependent on local housing trends. Nevertheless, according to Zillow, the median home values in Saline and Ann Arbor are roughly $270,000 and $360,000, respectively, both of which exceed the U.S. average. Zillow's one-year home value price forecast for Saline and Ann Arbor are nearly 8% and over 5%, respectively. While competition is present, EHM OG's Brecon Village is the only rental-based, non-entrance fee, full-service senior living community around Saline. There are service line competitors, with independent living (IL) facilities and SNFs in the market. The only other full-service CCRC is Glacier Hills, which operates an entrance fee model facility in Ann Arbor. EHM OG's occupancy rates remain well above 90% for assisted living (AL) and SNF, while IL occupancy rate was 88%. MIXED FINANCIAL PROFILE Operating metrics are somewhat mixed as EHM OG generally records a favorable operating ratio of near or below 100%. The operating ratio was 109.1% in unaudited fiscal 2019 and averaged 101.8% between fiscal 2016 and fiscal 2019 (below investment-grade median is 100.7%). EHM OG's NOM was negatively affected by the non-cash write-off of older receivables and measured negative 4.8% in unaudited fiscal 2018 and 3.0% for the first quarter of fiscal 2020, ended July 31 (the below investment-grade median is 3.8%). During the fiscal 2019 audit, EHM's auditors noted that the reserves for bad debt were not at an adequate level. As such this led to a $1.9 million additional reserve for bad debt and subsequently to a covenant violation. Excluding the additional reserves for bad debt, EHM would have been in compliance with its debt service coverage covenant. Given the covenant violation, EHM began negotiations with its investors for a forbearance agreement. To date the forbearance agreement has not been completed nor has the audit been released. Management expects the audit and the forbearance agreement will be executed in the near future. Management has and continues to implement expense savings efforts in fiscal 2020 that included labor changes and other areas to ensure better operating results in the coming year. Also for fiscal 2020 EHM has targeted growth strategies for Brecon Village, Home Care and Life Choices. With the increased revenue and expenses savings, EHM is targeting approximately $40 million of revenues and compliance with its debt service covenant. Failure to comply with debt service covenant and sustain an operating ratio reasonably in-line with below investment-grade peers could pressure the rating. Liquidity ratios are mixed with modest cash on hand of 107 days at unaudited fiscal year-end 2019 (April 30 year-end) (106 days at unaudited July 31, 2019), which lags the noninvestment-grade median of 312 days. Fitch notes that rental-oriented senior living communities tend to have much more modest days cash than communities with material entrance fees. More favorably, cash-to-debt at 33.4% at unaudited fiscal year-end 2019is in-line with the non-investment-grade median of 33%. Routine capital spending in the coming years is manageable, with approximately $1.5 million-$2.0 million targeted per year. EHM OG's average age of plant measured 12.8 years at fiscal year-end 2019. EHM Senior Solutions is still evaluating its options regarding the 31 acre site that it acquired in Farmington Hills, MI. While scope, timing, phasing and financing/fundraising for the project are yet to be determined, a development similar to Brecon Village may be considered. The project is likely to be outside the EHM OG obligated group. Fitch has not considered this project in the formal rating at this time given the wide potential range of scope and cost. SOUND LONG-TERM LIABILITY PROFILE EHM OG's debt burden is favorable for the sector. MADS as a percentage of revenue measured 6.0% in unaudited fiscal 2019, well below the non-investment-grade median of 16.7%. Debt-to-net available, however, measured a very high 32.9x in unaudited fiscal 2019 driven by the non-cash write-off for the receivables. Debt equivalents are manageable. EHM Senior Solutions has a defined benefit (DB) pension plan. The DB plan was frozen in 2003. While the plan was only 27% funded at unaudited fiscal year-end 2019, the absolute values of the projected benefit obligation (PBO) ($10.1 million) and underfunded status ($7.4 million) are manageable, especially considering the system's operating leases are not burdensome (operating lease expense was just over $125,000 in unaudited fiscal 2019). 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. FILTRATION SERVICES: Sale Hearing Adjourned to Jan. 21 ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Michigan adjourned the hearing on the proposed sale of most assets of Filtration Services Group, LLC to Jan. 21. The assets to be sold do not include cash on hand or deposits of the company; causes of action arising under Chapter 5 of the Bankruptcy Code; and claims against the company's officers, directors, managers members and other insiders. The bankruptcy court had earlier approved the bidding process governing the sale of the assets. About Filtration Services Group Filtration Services Group LLC -- http://www.fsgfilters.com/-- provides filtration products for HVAC & air, dust collection, compressed air, liquid, hydraulic, and rolled media. The Company was founded in 1972 with offices and warehouses in Waterford, Michigan, Oklahoma City, Oklahoma, Nashville, Tennesee, and Kansas City, Missouri. Filtration Services Group filed for protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-51724) in Detroit, Michigan on Aug. 13, 2019. In the petition signed by Robert Jackson, manager and president, the Debtor estimated assets of not more than $50,000 and liabilities at $1 million to $10 million. Judge Marci B McIvor is assigned the Debtor's case. KERR, RUSSELL AND WEBER, PLC, represents the Debtor. FULL X TECH: Jan. 16, 2020 Plan & Disclosure Hearing Set -------------------------------------------------------- Debtor Full X Tech, Corp. filed with the U.S. Bankruptcy Court for the Southern District of Florida a first amended plan of reorganization and a disclosure statement in support of the plan. Judge Robert A. Mark ordered that: * Jan. 16, 2020, at 2:00 p.m. in the United States Bankruptcy Court 301 N. Miami Avenue, Courtroom No. 4 Miami, FL 33128 is the hearing on approval of disclosure statement, confirmation hearing and hearing on fee applications. * Jan. 2, 2020 is the deadline for objections to claims. * Jan. 9, 2020 is the deadline for filing ballots accepting or rejecting plan. * Jan. 13, 2020 is the deadline for objections to confirmation. * Jan. 13, 2020 is the deadline for objections to approval of the disclosure statement. A full-text copy of the order is available at https://tinyurl.com/uhtp88y from PacerMonitor.com at no charge. About Full X Tech Full X Tech, Corp. is a privately owned company in Miami, that wholesales computers, computer equipment, cellphones, telephones, network devices and printers. Full X Tech sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-19461) on July 17, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. The case has been assigned to Judge Robert A. Mark. The Debtor is represented by Sagre Law Firm, P.A. GLENVIEW HEALTH CARE: Court Grants Final OK on Cash Collateral Use ------------------------------------------------------------------ Judge Joan A. Lloyd authorized Glenview Health Care Facility, Inc., to use cash collateral during the period of September 30, 2019 through January 31, 2020 to pay normal trade payables, payroll, insurance premiums, taxes and utilities that are necessary to preserve and maintain the assets and business operations of the Debtor. The Court order resolved the objections filed by the Debtor's prepetition lenders Monticello Banking Company and CIT Bank, NA., to the joint motion filed by the Debtor and the Unsecured Creditors Committee. Monticello objected to the language in the cash collateral motion requiring Monticello to pay the professional fees directly, instead of as a carve-out from the cash collateral, under certain circumstances. Monticello also objected to the request for a total of $30,000 monthly for professional fees for the Debtor's professionals and the professionals employed by the Unsecured Creditors' Committee in this case. A copy of the Monticello objection is available at at https://is.gd/T63ied from PacerMonitor.com free of charge. CIT complained, among others, that the Debtor did not provide sufficient adequate protection for CIT’s purchase money collateral. CIT has both purchase money security interests on certain equipment and a blanket lien in substantially all assets of the Debtor. A copy of the CIT objection is available for free at https://is.gd/d5Cp3O from PacerMonitor.com at no charge. Monticello is the lender to the Debtor under Loan No. 110016246 for $4,700,000 secured by all of the Debtor's real property, accounts receivable, chattel paper, documents, instruments, general intangibles, payment intangibles, goods, inventory, investment property, rents, income securities, furniture and equipment of the Debtor. As of the Petition Date, the owes $4,536,467.49 to Monticello under the prepetition loan. CIT extended a prepetition loan to the Debtor for $116,000. As of the Petition Date, the Debtor owes $107,605.04 of which approximately $70,000 is secured by a purchase money security interest in certain equipment. Franklin Bank & Trust Company also asserted a claim against the Debtor under a UCC Financing Statement filed with the Office of the Secretary of State of the Commonwealth of Kentucky with respect to a loan Franklin extended to Carlotta Kay Bush for $100,270 to purchase rehabilitation equipment for the Debtor. The UCC Financing Statement named Glenview as the debtor and Franklin as the secured creditor. As of the Petition Date, $72,451.20 is outstanding on the Franklin Indebtedness, of which approximately $72,451.20 is secured. Pursuant to the order, the Committee is entitled to investigate the accuracy of the findings and stipulations with respect to the Franklin indebtedness or the Debtor’s bankruptcy estate's claims against Franklin until Feb. 1, 2020. The Debtor and the Committee reserve their right to investigate or challenge Franklin's claims and the Franklin prepetition liens. Judge Lloyd ruled that: (a) the Debtor may use the cash collateral solely to pay normal trade payables, payroll, insurance premiums, taxes and utilities that are necessary to preserve and maintain its assets and business operations; (b) the Debtor must timely make all adequate protection payments required under the terms of this order: * interest-only payments to Monticello calculated based upon the prepetition date, non-default interest rates set in the applicable loan documents. Payments of interest due during a particular month must be made on or before the first business day of the following month. To the extent the term of this Order is extended, the Debtor will pay Monticello the contract amount of its principal and interest beginning February 2020. * the Debtor will make monthly $1,500 payments to CIT on the CIT PrePetition Indebtedness during the cash collateral period through Jan. 31, 2020. Payments due during a particular month must be made on or before the fifteenth day of the following month. To the extent that, after the Petition Date, CIT has received payments from the Debtor (including from any account held jointly by the Debtor and non-debtors Lisa Howlett and Kay Bush) the amounts of which are in excess of the adequate protection payments authorized by this Order, CIT will retain and apply those overpayments to reduce its claims against the Debtor and the Debtor’s bankruptcy estate. The Debtor will pay CIT the contract amount of its principal and interest, $3,165.74, beginning with the month of February 2020 to the extent the term of this Order is extended. * in addition to monthly payments, beginning January 1, 2020, together with its January adequate protection payment, the Debtor will pay to Monticello (which Monticello will hold in escrow) an amount equal to 1/12th of the ad valorem real property taxes and intangible taxes on the Debtor's assets that was payable in 2019. * on or before Dec. 15, 2019, the Debtor will have paid the 2019 ad valorem real property taxes owed to the City of Glasgow, Kentucky and the County of Barren, Kentucky. * on or before Nov. 30, 2019; on or before Dec. 15, 2019 and Jan. 15, 2020, the Debtor will have paid Franklin a payment of $308.80 as adequate protection for the use of the Franklin collateral. (c) as adequate protection to Monticello and CIT for the Debtor's use of cash collateral, Monticello and CIT are granted, nunc pro tunc to the Petition Date, first priority postpetition replacement security interests and liens upon all of the post-petition receivables of the Debtor that is similar to the property on which it held their prepetition liens. (d) the replacement liens will be subject to and subordinate to payment of the carve-out (x) not to exceed the lesser of $10,000 per month and $42,500 in total during the pendency of this Chapter 11 case, for professional fees and costs incurred by the Debtor's professionals, and (y) not to exceed the lesser of $10,000 per month and $42,500 in total during the pendency of this case for fees and costs of professionals employed by the Committee. (e) Monticello will have an allowed super-priority administrative expense claim, nunc pro tunc to the Petition Date, to the extent that its replacement liens is insufficient to cover the diminution in value of Monticello's cash collateral. Nothing in this provision will be deemed a waiver of CIT's right to seek an allowed superpriority administrative expense claim pursuant to Section 507(b) of the Bankruptcy Code. The Debtor will be deemed to be in default, among others, if the Debtor fails to file a Chapter 11 plan of reorganization with the Court on or before January 7, 2020, or if the Debtor fails to obtain an order confirming a chapter 11 plan of reorganization on or before February 28, 2020, to the extent the Jan. 31, 2020 termination date is extended. A copy of the order is available at https://is.gd/cCodrb from PacerMonitor.com free of charge. About Glenview Health Care Glenview Health Care Facility, Inc., owns and operates a small health care facility with 60 beds that provides nursing home services. Glenview Health Care Facility sought relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-10795) in Bowling Green, Kentucky on Aug. 1, 2019. As of the petition date, the Debtor's assets are between $1 million and $10 million; and its liabilities are estimated within the same range. Judge Joan A. Lloyd oversees the Debtor's case. Mark H. Flener, Esq., is the Debtor's counsel. GRABIT INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Grabit, Inc. 1042 N Higley Road, #102178 Mesa, AZ 85205 Business Description: Grabit, Inc. -- https://grabitinc.com/ -- is an automation systems provider to the soft goods manufacturing and warehouse logistics industries. Grabit's current investors include Formation 8, Draper Nexus, Danhua Capital, Nike, Samsung, Brother Industries, ABB, Shanghai Electric, Flex, NTT Docomo and the Esquel Group. Chapter 11 Petition Date: December 18, 2019 Court: United States Bankruptcy Court District of Delaware Case No.: 19-12703 Debtor's Counsel: G. David Dean, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Tel: 302-652-3131 E-mail: ddean@coleschotz.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Greg Miller, chief executive officer. A copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available from PacerMonitor for free at: https://is.gd/2qDiII GREENWOOD VETERINARY: Says It's Not a Health Care Business ---------------------------------------------------------- On Aug. 4, 2014, Greenwood Veterinary Associates filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtor continues to operate its business as a veterinary clinic located in Memphis, Michigan. All of Debtor's patients are animals. It does not provide any medical care or services for any human being. Nevertheless, Chapter 11 U.S.C. contains no requirement that health care services be provided to humans. Theoretically, one may contend, under a hyper-strict reading of the statute, that Debtor should be considered a health care business. The Debtor does not consent or agree with such a designation and submitted a motion seeking a waiver of the appointment of a patient care ombudsman only in an abundance of caution. Chapter 11 U.S.C. calls for the appointment of a patient care ombudsman in health care business cases as to monitor the quality of patient care and to represent the interests of the patients of the health care business unless the court finds that appointment of such ombudsman is not necessary for the protection of patients under the specific facts of the case. Even if the Debtor is considered a health care business under 11 U.S.C. Debtor's lack of any human patients renders appointment of a patient care ombudsman is unnecessary. Therefore, Debtor requests the Court enter an order excusing the appointment of a patient care ombudsman in this case. Counsel for Debtor: ANTHONY J. MILLER YULIY OSIPOV 20700 Civic Center Dr., Ste. 420 Southfield, MI 48076 Tel: (248) 663-1800 Fax: (248) 663-1801 E-mail: yo@osbig.com am@osbig.com A full-text copy of the Motion is available at https://tinyurl.com/vcnq22m from PacerMonitor.com at no charge. About Greenwood Veterinary Associates Greenwood Veterinary Associates filed a voluntary Chapter 11 petition (Bankr. E.D. Mich. Case No. 19-55866) on Nove. 14, 2019, listing under $1 million in both assets and liabilities, and is represented by Jeffrey H. Bigelman, Esq. and Yuliy Osipov, Esq., at Osipov Bigelman,P.C. H&B HOLDINGS: Seeks Authorization to Use Cash Collateral -------------------------------------------------------- H&B Holdings, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Alabama to use cash collateral in the ordinary course of its business. First Metro Bank and CB&S Bank have an interest in cash collateral. Each bank consents to the use of cash collateral with the granting of a replacement lien in the Debtor's cash collateral. About H&B Holdings H&B Holdings Inc. is a privately held company in the wholesale lumber business. H&B Holdings, based in Tuscumbia, AL, filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 19-82417) on Aug. 13, 2019. The Hon. Clifton R. Jessup Jr. oversees the case. Stuart M. Maples, Esq., at Maples Law Firm, P.C., serves as bankruptcy counsel. In the petition signed by Harvey F. Robbins, III, president, the Debtor disclosed $236,441 in assets and $7,641,392 in liabilities. HARTFORD GREAT: Losses Since Inception Casts Going Concern Doubt ---------------------------------------------------------------- Hartford Great Health Corp. filed its quarterly report on Form 10-Q, disclosing a net loss (attributable to the Company) of $305,703 on $64,516 of service revenues for the three months ended Oct. 31, 2019, compared to a net loss (attributable to the Company) of $3,749 on $0 of service revenues for the same period in 2018. At Oct. 31, 2019, the Company had total assets of $7,433,386, total liabilities of $6,611,444, and $821,942 in total stockholders' equity. Hartford Great Health Corp. has incurred losses since inception, resulting in an accumulated deficit of US$1,222,519 and US$916,816 as of October 31, 2019 and July 31, 2019, respectively. The Company's operation provided consecutive negative cash flow, US$63,297 and US$3,246 for the three months ended October 31, 2019 and 2018, respectively. The Company said that these conditions raise substantial doubt about its ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/0r8PbH Hartford Great Health Corp., through its subsidiaries, provides hospitality housing and travel agency services. It operates a vacation hotel in Hangzhou, China. The company was formerly known as PhotoAmigo, Inc. and changed its name to Hartford Great Health Corp. in August 2018. Hartford Great Health Corp. was founded in 2008 and is based in Rosemead, California. HARTWICK COLLEGE: Moody's Lowers Rating on $38MM Debt to Ba3 ------------------------------------------------------------ Moody's Investors Service downgraded Hartwick College's (NY) bond rating to Ba3 from Ba1, affecting $38 million of debt. The bonds, which have an expected final maturity in fiscal 2046, were issued by the Otsego County Capital Resource Corporation. The outlook is negative. RATINGS RATIONALE The downgrade is driven by Hartwick's materially increasing and now very deep operating deficits that will persist through at least fiscal 2020 and most likely beyond. The college is relying on supplemental endowment draws to fund operations which will result in further reductions in liquidity. This weak financial performance is largely driven by a challenging revenue environment with a small scale of operations, $49 million expense base, and a high cost education model. While the college has incrementally trimmed expenses over the past five years, reductions have fallen well short of the 20% decline in operating revenue during this period. The college confronts a difficult student market environment reflected in declining net tuition revenue, which accounts for about 81% of total operating revenue, a business condition which is likely to persist for the foreseeable future. The Ba3 is supported by Hartwick's good absolute wealth, that provides solid coverage of debt and operating expenses. Even with an anticipated spend down in liquid reserves in fiscal 2020, the college retains some financial flexibility to work through its operating performance challenges. Furthermore, the college's initiatives helped stabilize its enrollment in fall 2019 and it has no additional near-term borrowing plans. RATING OUTLOOK The negative outlook acknowledges the college's structurally unbalanced operating performance driving continued liquidity declines. Absent a significant increase in philanthropy, it will be difficult for the college to restore fiscal balance. FACTORS THAT COULD LEAD TO AN UPGRADE - Sustained improvement in operating performance and restoration of positive cash flow - Material strengthening in student demand, evidenced by steady to growing enrollment and increasing net tuition per student, or notably increased philanthropy - Substantial increase in flexible reserves, providing stronger coverage of debt and operating expenses FACTORS THAT COULD LEAD TO A DOWNGRADE - Decline in liquidity to below 80 monthly days cash on hand - Further weakening of student demand, reflected in enrollment losses or inability to restore net tuition revenue growth - Larger than currently budgeted deficit for fiscal 2020 or demonstrated inability to make progress towards restoring fiscal balance beginning with fiscal 2021 LEGAL SECURITY The Series 2015A bonds are a general obligation, payable from any legally available moneys of the college and further secured by an interest in unrestricted gross revenues. There is no debt service reserve fund. Hartwick covenants in a guaranty agreement that it must meet one of the following requirements to issue additional debt: maintenance of a rating no lower than Baa3 or BBB-, pro forma maximum annual debt service of at least 120% for two of the most recent audited fiscal years if financing a residence hall, or pro forma maximum annual debt service of 115% for the most recent audited fiscal year. For four consecutive years through fiscal 2019, the college's calculated annual debt service coverage under the covenant was below 1.0x. PROFILE Hartwick College is a small, tuition dependent private liberal arts and sciences college with fall 2019 enrollment of 1,180 students and fiscal 2019 operating revenue of approximately $39 million. The college is in Oneonta, New York, located between Binghamton and Albany in the northern foothills of the Catskill Mountains. METHODOLOGY The principal methodology used in this rating was Higher Education published in May 2019. HEARTS AND HANDS: Jan. 15 Hearing on PCO Termination ---------------------------------------------------- The Hearts and Hands of Care, Inc., has filed a Motion to Terminate the Appointment of Patient Care Ombudsman pursuant to Section 333 of the Bankruptcy Code, for an order terminating the appointment of Brittany Hagedorn as the patient care ombudsman in this case. A hearing will be held on Jan. 15, 2020 at 01:30 p.m. in Herbert A. Ross Historic Courtroom - Old Fed Bldg, Anchorage, Alaska. "The PCO's Interim Report provides substantial evidence that her appointment is not necessary for the protection of patients. The PCO's observations revealed no red flags, and she expressed no concerns regarding recipient health and safety. The PCO consistently commented that the group homes and other facilities appeared clean and tidy with sufficient bathroom and cleaning products. In regard to each and every group home, day habilitation center, and supported employment training center, the PCO consistently concluded that she did not have any concerns regarding the health and safety of recipients. With regard to in-home care, the PCO reported no concerns regarding the provision of services offered by HHC's nursing oversight care management services. In short, the PCO's Interim Report was nothing less than stellar," the Debtor said in its Motion. Counsel for the Debtor: Thomas A. Buford BUSH KORNFELD LLP 601 Union St., Suite 5000 Seattle, Washington 98101-2373 Telephone (206) 292-2110 Facsimile (206) 292-2104 About Hearts and Hands of Care Hearts and Hands of Care, Inc. ("HHOC") is a home and community-based waiver services agency which is certified for and provides waiver-funded services. HHOC provides both habilitative and non-habilitative services to support individuals with a variety of disabilities, as well as their families. The agency provides services to approximately 212 recipients. Hearts and Hands of Care sought Chapter 11 protection (Bankr. D. Alaska Case No. 19-00230) on July 22, 2019. In the petition signed by CEO Kisha Smaw, the Debtor was estimated to have assets of at least $50,000 and liabilities at $1 million to $10 million. The Hon. Gary Spraker is the case judge. PEYROT AND ASSOCIATES P.C., represents the Debtor. HEARTS AND HANDS: Request for PCO Termination --------------------------------------------- Hearts and Hands of Care, Inc., moves the Bankruptcy Court pursuant to Section 333 of the Bankruptcy Code for an order terminating the appointment of Brittany Hagedorn as the patient care ombudsman in this case. The Debtor is a health care business with 225 clients that reside in their own homes or live independently. Its mission is to provide high-quality care services to individuals with developmental or physical disabilities. The clients range in age from young children to senior citizens and the client or their guardian can appoint a care provider to provide services. The provider is trained to align with state certification and regulation requirements and then becomes an employee of the Debtor. In addition to providing in-home care, the Debtor operates several group homes, day habilitation centers, and supported employment training centers. On Nov. 1, 2019, Ms. Hagedorn, through counsel, filed her Patient Care Ombudsman’s First Interim Report summarizing from the first 60 days and detailing site visit reviews, observations, and analyses of the Debtor’s residential and community based health care services. In sum, the PCO’s Interim Report found no health or safety hazards, no violations, and no causes for concern and the Federal Rule of Bankruptcy Procedure provides that on motion of the United States Trustee or a party in interest, the court may terminate the appointment of a patient care ombudsman if the court finds that the appointment is not necessary to protect patients. See, Fed. R. Bankr. P. 2007.2(d) The appointment of the PCO should be terminated because her appointment is not necessary for the protection of patients. The termination of a PCO appointment is appropriate if the debtor is operating successfully as a debtor-in-possession and has shown that the bankruptcy proceeding and the financial difficulties or other causes for the filing have not created any diminution in the quality of patient care. Therefore, according to the Debtor, the client monitoring by the PCO in this case is merely duplicative of the extensive federal, state and local regulations already in place. The PCO is unnecessary and her appointment should be immediately terminated before significant estate resources are frittered away. Attorneys for the Debtor: Thomas Buford BUSH KORNFELD LLP 601 Union St., Suite 5000 Seattle, Washington 98101-2373 Telephone (206) 292-2110 Facsimile (206) 292-2104 A full-text copy of the Motion is available at https://tinyurl.com/ru3paqt from PacerMonitor.com at no charge. About Hearts and Hands of Care Hearts and Hands of Care, Inc. ("HHOC") is a home and community-based waiver services agency which is certified for and provides waiver-funded services. HHOC provides both habilitative and non-habilitative services to support individuals with a variety of disabilities, as well as their families. The agency provides services to approximately 212 recipients. Hearts and Hands of Care sought Chapter 11 protection (Bankr. D. Alaska Case No. 19-00230) on July 22, 2019. In the petition signed by CEO Kisha Smaw, the Debtor was estimated to have assets of at least $50,000 and liabilities at $1 million to $10 million. The Hon. Gary Spraker is the case judge. PEYROT AND ASSOCIATES P.C., represents the Debtor. HILL CONCRETE: Unsec. to Get Paid from Retention Fund or Net Profit ------------------------------------------------------------------- Hill Concrete Structures filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing its Plan of Reorganization. The Debtor proposes to pay Class 4A general unsecured claim members on one of two of the following terms, with each class member selecting which plan treatment it desires when casting its ballot; only one of the two terms will apply: * Class 4A treatment A allows Class 4A members to be paid a dividend of 7% of their allowed claims, on a pro-rata basis from the remaining Retention Funds after the satisfaction of all secured claims as funds become available. Debtor anticipates receipt of said funds no later than January 31, 2020, and payment of each class member no later than April 1, 2020. * Class 4A treatment B allows Class 4A members to be paid a dividend of 100% of their allowed claims, from a pool of 4% of Net Profits of the Debtor from new construction contracts entered into after the Effective Date. Payment will be distributed pro-rata to all creditors electing a payment term from Class 4A, Class 4B, or Class 7 that are paid from the Net Profits of the Debtor from new construction projects. This process will continue until the creditors electing this treatment are paid in full, and the creditors’ claims will accrue interest at 4% until paid in full, with the interest also being paid from the Net Profits of the Debtor from new construction contracts. Class 4B General Unsecured Claims Owed to Insiders treatment A allows Class 4B members to be paid a dividend of 7% of their allowed claims, on a pro-rata basis from the remaining Retention Funds after the satisfaction of all secured claims as funds become available. Debtor anticipates receipt of said funds no later than January 31, 2020, and payment of each class member no later than April 1, 2020. Class 4B General Unsecured Claims Owed to Insiders treatment B allows Class 4B members to be paid a dividend of 100% of their allowed claims, from a pool of 4% of Net Profits of the Debtor from new construction contracts entered into after the Effective Date. Payment will be distributed pro-rata to all creditors electing a payment term from Class 4A, Class 4B, or Class 7 that are paid from the Net Profits of the Debtor from new construction projects. This process will continue until the creditors electing this treatment are paid in full, and the creditors’ claims will accrue interest at 4% until paid in full, with the interest also being paid from the Net Profits of the Debtor from new construction contracts. The funding of the Plan will be accomplished through available cash on the Effective Date of the Plan and future disposable income obtained through the receipt of Retention Funds and the on-going operations of the Debtor’s construction activities. The Debtor currently has five major construction projects that are concluding. The combined funds to be paid to the Debtor from these construction projects total at least $454,025.40, and all of the funds should be provided to the Debtor no later than January 2020. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/tkzbtya from PacerMonitor.com at no charge. About Hill Concrete Structures Hill Concrete Structures is a privately held company in La Verne, CA, that offers concrete and cinder building products. Hill Concrete Structures sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-10212) on Jan. 21, 2019. The case is assigned to Mark S. Wallace. In the petition signed by James A. Hill, president, the Debtor disclosed total assets at $997,122 and $1,964,669 in debt. The Debtor tapped Michael Jones, Esq., at M Jones & Associates, PC, as counsel. HOLLAND FERTILIZER: Disclosures Conditionally OK'd, Jan 15 Hrg. Set ------------------------------------------------------------------- Judge Paul W. Bonapfel has conditionally approved the Disclosure Statement explaining the Chapter 11 Plan of Holland Fertilizer Company Inc. The Bankruptcy Cour has set January 7, 2020 as the last day for filing a written acceptance or rejection (a ballot) of the Chapter 11 Plan. January 7, 2020, is also fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. The Court will convene a hearing on January 15, 2020, at 9:25 a.m., to consider final approval of the Disclosure Statement and confirmation of the Plan. A full-text copy of the Order is available at https://tinyurl.com/vb9o7bp from PacerMonitor.com at no charge. About Holland Fertilizer Holland Fertilizer Company, Inc., a Georgia corporation, operates a fertilizer and feed store. Holland Fertilizer Company filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-42115) on Sept. 13, 2019. Jones & Walden, LLC, is the Debtor's counsel. HUBILU VENTURE: Accumulated Deficit Casts Going Concern Doubt ------------------------------------------------------------- On Dec. 10, 2019, Hubilu Venture Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $96,754 on $108,749 of rental income for the three months ended June 30, 2019, compared to a net loss of $64,363 on $55,652 of rental income for the same period in 2018. At June 30, 2019, the Company had total assets of $3,439,259, total liabilities of $4,147,493, and $708,234 in total stockholders' deficit. At June 30, 2019, the Company had not yet achieved profitable operations, had an accumulated deficit of US$1,227,137 and expects to incur further losses in the development of its business, all of which casts substantial doubt upon the Company's ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. Management intends to focus on raising additional funds either by way of debt or equity issuances in order to continue operations. The Company cannot provide any assurance or guarantee that it will be able to obtain additional financing or generate revenues sufficient to maintain operations. A copy of the Form 10-Q is available at: https://is.gd/ugnMml Hubilu Venture Corporation operates as a real estate consulting, asset management, and business acquisition company. The company assists real estate investor professionals and established companies with advisory and consulting services focused on providing research, analysis, and acquisition opportunities. The company was founded in 2015 and is based in Beverly Hills, California. HUDSON TECH: Credit Facility Defaults Cast Going Concern Doubt -------------------------------------------------------------- Hudson Technologies, Inc. filed its quarterly report on Form 10-Q, disclosing a net income of $2,667,000 on $45,631,000 of revenues for the three months ended Sept. 30, 2019, compared to a net loss of $13,880,000 on $40,545,000 of revenues for the same period in 2018. At Sept. 30, 2019, the Company had total assets of $204,206,000, total liabilities of $149,253,000, and $54,953,000 in total stockholders' equity. The Company said, "Our ability to continue as a going concern is contingent upon our ability to comply with the financial covenants within our credit agreements. Our level of indebtedness has adversely impacted, and continues to adversely impact, our financial condition, including operating results and liquidity position. Since June 30, 2019, we have not been in compliance with the financial covenants in the Term Loan Facility and the PNC Facility, thus raising substantial doubt as to the ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/BgQ3ri Hudson Technologies, Inc. (NASDAQ: HDSN) operates as a refrigerant services company in the United States and internationally. It was founded in 1991 and is headquartered in Pearl River, New York. IMPERIAL SIGNATURE: Administrator Unable to Appoint Committee ------------------------------------------------------------- The U.S. bankruptcy administrator on Dec. 18, 2019, disclosed in a filing with the U.S. Bankruptcy Court for the Eastern District of North Carolina that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Imperial Signature Landscapes, LLC & Pond Maintenance. About Imperial Signature Landscapes Imperial Signature Landscapes, LLC & Pond Maintenance sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 19-05242) on Nov. 11, 2019. At the time of the filing, the Debtor disclosed assets of between $50,001 and $100,000 and liabilities of the same range. The case is assigned to Judge Joseph N. Callaway. J.M. Cook, Esq., at J.M. Cook, P.A., is the Debtor's legal counsel. INDUSTRIAL MACHINERY SALES: David P. Lloyd Approved as Counsel -------------------------------------------------------------- Industrial Machinery Sales & Services, Inc., sought and obtained permission from the U.S. Bankruptcy Court for the Northern District of Illinois to employ David P. Lloyd as its attorney. The Debtor requires the assistance of counsel to represent it in matters concerning negotiation with creditors, preparation of a plan and disclosure statement, examining and resolving claims filed against the estate, preparation and prosecution of adversary matters, and otherwise to represent the Debtor in matters before the Court. It is in the best interest of this estate and its economical administration that David P. Lloyd be authorized to act as attorney for the Debtor and Debtor in Possession. The normal hourly billing rates of the Debtor's chosen law firm at the time of this application is $400.00 per hour. The firm may be reached at: David P. Lloyd, Ltd. 615B S. LaGrange Rd. LaGrange IL 60525 Tel: (708) 937-1264 Fax: 708-937-1265 About Industrial Machinery Sales & Services Industrial Machinery Sales & Services, Inc., sells industrial machinery, primarily as a manufacturer's representative on a commission basis, and occasionally buys and resells machinery and equipment, as well. The Debtor sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-31848) on November 8, 2019 in Chicago, Illinois, listing under $500,000 in assets and under $1,000,000 in liabilities. Judge Benjamin Goldgar is assigned the case. DAVID P. LLOYD, LTD., represents the Debtor as counsel. INPIXON: Chicago Venture Agrees to Swap $240,000 Note for Equity ---------------------------------------------------------------- Inpixon and Chicago Venture Partners, L.P., the holder of that certain outstanding promissory note, issued on May 3, 2019, with an outstanding balance of $3,897,403 as of Dec. 18, 2019, have entered into an exchange agreement, pursuant to which the Company and CVP agreed to (i) partition a new promissory note in the form of the Original Note in the original principal amount equal to $240,000 and then cause the outstanding balance to be reduced by $240,000; and (ii) exchange the partitioned note for the delivery of 5,000,000 shares of the Company's common stock, par value $0.001 per share, at an effective price per share equal to $0.048. The shares of Common Stock will be delivered to CVP on or before Dec. 20, 2019 and the exchange will occur with CVP surrendering the partitioned note to the Company on the date when the shares of Common Stock are approved and held by CVP's brokerage firm for public resale. CVP is also the holder of certain promissory notes with an aggregate outstanding balance of approximately $4.14 million as of Dec. 11, 2019. Iliad Research and Trading, L.P., an affiliate of CVP, is the holder of certain promissory notes with an aggregate outstanding balance of approximately $1.19 million as of Dec. 11, 2019. St. George Investments LLC, an affiliate of CVP, is also the holder of a promissory note of the Company with an outstanding balance of approximately $957,500 as of Dec. 11, 2019. As of Dec. 18, 2019, the Company has issued and outstanding (i) 112,939,581 shares of Common Stock, which includes the issuance of the shares of Common Stock pursuant to the exchange agreement, (ii) 1 share of Series 4 Convertible Preferred Stock which is convertible into 202 shares of Common Stock, (iii) 126 shares of Series 5 Convertible Preferred Stock which are convertible into approximately 37,838 shares of Common Stock (subject to rounding for fractional shares), (iv) warrants to purchase up to 112,800 shares of Common Stock issued on Jan. 15, 2019 in connection with the Company's rights offering, exercisable at $3.33 per share, and (v) Series A warrants to purchase up to 213,700 shares of Common Stock issued on Aug. 15, 2019 in connection with the Company's public offering and exercisable at $0.2775 per share. About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises worldwide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $24.56 million for the year ended Dec. 31, 2018, compared to a net loss of $35.03 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $30.49 million in total assets, $19 million in total liabilities, and $11.48 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 28, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. JM GRAIN: Addresses Objections to Disclosure Statement ------------------------------------------------------ JM Grain, Inc. filed with the U.S. Bankruptcy Court for the District of North Dakota a Disclosure Statement and Plan of Reorganization in Odisclosure statement and plan of reorganization dated October 23, 2019. Six creditors filed objections to the Disclosure Statement. The Debtor made responses to the various objections. The Debtor believes it has addressed Pondera Colony and Black Leaf Farms' concerns by pointing out the Montana law that provides a cancellation does not terminate any liability of the surety incurred prior to the date of cancellation. RayMont objected that sufficient information as to the basis of its claim was not provided in the Disclosure Statement and alternative treatment was not provided in the Plan in the event it is successful in proving its claim for $246,245 is fully secured. The Debtor believes it has addressed these concerns in the Disclosure Statement and Plan (Class 5). The Debtor believes it has addressed both objections of the ND Department of Ag in revisions to Class 2 of the Disclosure Statement and Plan. Safflower Technologies International, Inc. complained that the Debtor has failed to provide sufficient information about its prior historical revenues and also how it will be profitable in the future. To address these concerns, the Debtor has provided additional information on Exhibit B and has also added new Section II (I) (Additional Information on Debtor's Future Business) to the Disclosure Statement. FBN CM LLC complained that the Debtor has not provided sufficient information as to how the tariffs in India, China, and the EU will affect its business going forward, or, in other words, how the Debtor intends to conduct its business in the future. The Debtor has added new Section II (I) (Additional Information on Debtor’s Future Business) to the Disclosure Statement. Cummings Ag, Inc. objected and noted that the Debtor did not account in its Plan for the $6,511.50 in processing charges for the FBN chickpeas that were part of FBN's motion to lift the automatic stay. This was an oversight and the Debtor has now amended Class 6 of the Plan to pay the sum of $6,228 for the FBN chickpeas and has removed the $13,693 for processing of the organic lentils because that will be paid by FBN pursuant to the Court's order on FBN’s lift stay motion. About JM Grain JM Grain Inc. buys and sells pulse crops. JM Grain sources its pulses from over 700 independent farmer-producers growing crops in the fertile fields of Montana and North Dakota. On the web:https://www.jmgrain.com/ JM Grain, Inc., based in Garrison, ND, filed a Chapter 11 petition (Bankr. D.N.D. Case No. 19-30359) on June 25, 2019. In the petition signed by Justin E. Flaten, president, the Debtor estimated up to $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The Hon. Shon Hastings oversees the case. Caren Stanley, partner of Vogel Law Firm, serves as bankruptcy counsel to the Debtor. JOHN HOANG TRIEN: Court Approves Sandoval as Trustee ---------------------------------------------------- Judge H. Christopher Mott approved the U.S. Trustee's appointment of a Chapter 11 trustee for John Hoang Trien. The judge ruled that it is ordered that the United States Trustee's appointment of Roberto Sandoval as Chapter 11 Trustee is approved. The Chapter 11 Trustee will post a bond with a surety acceptable to the United States Trustee, in an amount of $100,000 to protect the estate. The Chapter 11 Trustee can be reached at: Roberto Sandoval P.O. Box 3949 El Paso, Texas 79923 Tel: 915-544-3930 E-mail: rssandoval@sbcglobal.net A full-text copy of the order is available at https://tinyurl.com/vbjzfae from PacerMonitor.com at no charge. The case is In re John Hoang Trien (Banks. W.D. Tex. Case No. 19-31300-hcm). JOSEPH'S TRANSPORTATION: $280K Private Sale of Van Hool Bus Okayed ------------------------------------------------------------------ Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts authorized Joseph's Transportation, Inc.'s private sale of the 2015 Van Hool Bus, Vehicle Identification Number YE2XC21B6F3048469, to NBA Tours & Charter for $280,000. A hearing on the Motion was held on De. 9, 2019 at 12:00 p.m. About Joseph's Transportation Joseph's Transportation is a family-owned and operated full transportation company that has been serving the New England area for more than 40 years. Joseph's Transportation filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14282) on Nov. 11, 2018. In the petition signed by Joseph Albano III, president, the Debtor was estimated to have assets of $500,001 to $1 million and liabilities of the same range. The Law Office of Gary W. Cruickshank serves as counsel to the Debtor. JTJ RESTAURANTS: Unsecureds to Have 36.11% Recovery Under Plan -------------------------------------------------------------- JTJ Restaurants, Inc. filed with the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, a Second Amended Disclosure Statement describing its Plan of Reorganization. The Plan offers to cure the amount owed to secured creditors and pay unsecured creditors 36.11% of their allowed claim without interest. Class 1 (Allowed Secured Claim of On Deck Capital, Inc. in the amount of American Business Lending in the amount of $88,722.54) -- This amount will be paid over the period of 60 months. Payments shall be $1,478.71 per month until fully paid. Liens against collateral shall remain until this claim is paid in full according to this Plan. Class 2 (Allowed Secured Claim of On Deck Capital, Inc. in the amount of American Business Lending in the amount of $48,669.86) -- This amount will be paid over the period of 60 months. Payments shall be $811.16 per month until fully paid. Liens against collateral shall remain until this claim is paid in full according to this Plan. This class is impaired. Class 3 (Allowed Claim of Ally) -- Ally shall be paid pursuant to its contract and paid $280 per month until such time as the loan is fully paid. Class 4 (General Unsecured Claims) -- General unsecured creditors' claims total $1,367,040. The Debtor has allocated $5,000 per month to pay this class for 96 months. Creditors will be paid on a pro-rata basis and receive approximately 35.11% of their claim. Should the Debtor default under the terms of this, or any subsequent, plan, all creditors will be entitled to seek recovery of the full amount of their pre-petition claims, less any payments received. Class 5 -- The owners of the Debtor shall retain all property of the estate. The Debtor's ability to fully fund the plan and make payments is dependent on the ability of the company to continue to operate and generate sufficient revenue to pay its creditors. A full-text copy of the Amended Disclosure Statement is available at https://tinyurl.com/swouo39 from PacerMonitor.com at no charge. The Debtor is represented by: BRIAN K. MCMAHON, P.A. Brian K. McMahon briankmcmahon@gmail.com 1401 Forum Way, 6th Floor West Palm Beach, FL 33401 Tel: (561) 478-2500 Fax: (561) 478-3111 About JTJ Restaurants and Byrd Restaurants-Royal Palm JTJ Restaurants, Inc., and Byrd Restaurants-Royal Palm, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-12990) on March 6, 2019. In the petitions signed by Jerome Byrd, president, JTJ Restaurants each estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Brian K. McMahon, P.A., serve as counsel to the Debtors. LE JARDIN HOUSE: Seeks More Time to Solicit Plan Acceptances ------------------------------------------------------------ Le Jardin House, LLC asked the U.S. Bankruptcy Court for the Southern District of Florida to extend its exclusive period to solicit acceptances for its Chapter 11 plan of reorganization to March 7, 2020. Le Jardin is asking an extension necessitated by, among other things, the presently set confirmation hearing of Jan. 23, 2020, and the present termination of the exclusivity period of Jan. 7, 2020. About Le Jardin House Le Jardin House, LLC, is the owner and developer of a 30-unit condominium project located at 1150 102nd Street, Bay Harbour Islands, FL 33152., which is comprised of 30 separate units. Le Jardin House sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-19182) on July 11, 2019. At the time of the filing, the Debtor disclosed $27,490,523 in assets and $7,167,406 in liabilities. The case is assigned to Judge Robert A. Mark. Edelboim Lieberman Revah Oshinsky PLLC is the Debtor's bankruptcy counsel. LEARFIELD COMMUNICATIONS: Moody's Cuts CFR to B3, Outlook Negative ------------------------------------------------------------------ Moody's Investors Service downgraded Learfield Communications, LLC's Corporate Family Rating to B3 from B2 and the Probability of Default Rating to B3-PD from B2-PD. The first lien credit facility (including a $125 million revolver and term loan B) and the second lien term loan ratings were downgraded to B2 from B1 and Caa2 from Caa1, respectively. The outlook was changed to negative from stable. The ratings were downgraded due to weaker than projected operating performance that drove leverage higher to approximately 8.3x as of September 2019 (excluding Moody's standard lease adjustments), as well as Moody's expectation that leverage will increase further in 2020. Learfield has been negatively impacted by lower than anticipated sponsorship revenue and higher multimedia rights costs. The extended regulatory review process of the merger with IMG College and sales transition issues have hindered the company's ability to improve sponsorship revenue. Free cash flow has also been negative during the past three quarters and Moody's projects it will remain negative over the next year. Summary of Moody's actions: Downgrades: Issuer: Learfield Communications, LLC Corporate Family Rating, downgraded to B3 from B2 Probability of Default, downgraded to B3-PD from B2-PD $125 million first lien senior secured revolving credit facility due 2021, downgraded to B2 (LGD3) from B1 (LGD3) First lien senior secured term loan due 2023, downgraded to B2 (LGD3) from B1 (LGD3) Second lien senior secured term loan due 2024, downgraded to Caa2 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: Learfield Communications, LLC Outlook, changed to Negative from Stable RATINGS RATIONALE Learfield's B3 CFR reflects very high pro forma leverage of 8.3x as of September 30, 2019 (excluding Moody's standard lease adjustment) following the merger with IMG College in December 2018 due to weaker than projected results. Learfield also has limited tangible assets with the company's value driven largely by the intellectual capital of management, long term business relationships, and contracts with college athletic programs and organizations. Learfield has a substantial amount of guaranteed payments over a multiyear period with its college media rights partners. Higher multimedia rights costs and additional investments to improve performance are projected to weigh on EBITDA margins further. Competition for collegiate sports rights is high which has the potential to impact the ability to renew contracts and improve EBITDA margins over time. Learfield's financial policy is expected to be aggressive given the very high leverage levels and prior acquisition history. Learfield benefits from the strong fan base and the underpenetrated nature of college media rights compared to professional sports. The merger with IMG College materially increased the size of the college multimedia rights division and provides revenue and cost synergies, but higher multimedia rights and lower sponsorship sales have contributed to underperformance. Learfield has good renewal rates with its university base, long contract periods, and a substantial amount of pre-sold ad inventory. Moody's considers the liquidity position to be weak due to the expectation of negative free cash flow over the next year and Learfield's continued heavy reliance on the $125 million revolving credit facility due December 2021 ($90 million outstanding as of September 30th, 2019). Unrestricted cash is $39 million. Free cash flow, which has been negative since the acquisition of IMG College, is seasonal with the strongest results posted during the quarters ending in December and March of each year. Learfield is required to make material future minimum payments to the universities that it has multimedia rights contracts with which will reduce its cash balance and increase its dependence on its revolver during the June and July period when payments are typically made. The revolver has a springing first lien net leverage ratio of 7.5x if more than 35% of the revolver is drawn. The first and second lien term loans are covenant lite. Moody's projects the cushion of compliance with the covenant to tighten over the next 12 months which elevates the risk of a covenant violation going forward. The negative outlook reflects Moody's expectation that revenue and EBITDA will decline from lower sponsorship revenue in the near term, higher costs due to multimedia rights holders, and additional expenses to improve performance. Sponsorship revenue is anticipated to improve in future years, but the very high leverage levels increases the company's vulnerability to a downturn in the economy. An upgrade of Learfield's ratings is not likely in the near term due to the very high leverage level and challenging conditions in the near term. However, ratings could be upgraded if leverage were to decline below 6x (as calculated by Moody's) on a sustained basis, with a good liquidity profile. Positive organic revenue and EBITDA growth would also be required with improving margins. All approaching debt maturities would also need to be extended. Ratings could be downgraded as a result of higher than expected declines in EBITDA, leverage sustained above 8x (as calculated by Moody's) or elevated concerns about Learfield's ability to service its debt due to lost or less profitable contracts. A weakened liquidity position including a violation of the financial maintenance covenant or inability to extend approaching maturities well in advance of the maturity date could also lead to negative rating actions. Learfield Communications, LLC is an operator in the collegiate sports multimedia rights and marketing industry. Atairos Group, Inc. acquired the company in December 2016 from Providence Equity Partners, Nant Capital, and certain members of management. In December 2018, Learfield completed a merger with IMG College. The company is headquartered in Plano, TX with satellite sales offices located on or near college campuses across the country. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. LEARFIELD COMMUNICATIONS: S&P Cuts ICR to 'B-' on Underperformance ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Learfield Communications LLC to 'B-' from 'B' and its issue-level rating on the company's first-lien debt to 'B-' from 'B+'. In addition, S&P lowered the issue-level rating on the second-lien term loan to 'CCC' from 'CCC+'. S&P also placed ratings on CreditWatch with negative implications, reflecting the likelihood that Learfield will need external financing to cover projected cash shortfalls in fiscal 2020. The downgrade and CreditWatch placement reflect a significant deterioration in projected EBITDA and cash flow in 2020, and materially lower liquidity over the next six months. S&P's 'B-' rating is predicated on Learfield's ability to integrate IMG College, recover some revenue generation that was disrupted during its recent IMG College merger process, and obtain external liquidity and a possible covenant amendment to its credit facility. CreditWatch The CreditWatch negative placement reflects the likelihood that Learfield will need external financing to cover projected cash shortfalls in fiscal 2020. S&P could lower the rating further if Learfield's external financing plans do not adequately address liquidity needs in fiscal 2020 or if it cannot demonstrate a plausible recovery path in fiscal 2021. S&P expects to resolve the CreditWatch over the next several weeks. LECTA PAPER UK: Chapter 15 Case Summary --------------------------------------- Chapter 15 Debtor: Lecta Paper UK Limited Business Description: Lecta Paper UK Limited manufactures and distributes paper products. Chapter 15 Petition Date: December 19, 2019 Court: United States Bankruptcy Court Southern District of New York Chapter 15 Case No.: 19-13990 Judge: Hon. Michael E. Wiles Foreign Representative: Andrea Minguzzi Foreign Representative's Counsel: Robert H. Trust, Esq. LINKLATERS LLP Estimated Assets: Unknown Estimated Debts: Unknown LIDDLE & ROBINSON: Plan Solicitation Period Extended Until Feb. 21 ------------------------------------------------------------------ Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York extended the exclusive period for Liddle & Robinson, LLP to solicit acceptances for its Chapter 11 plan to Feb. 21, 2020. About Liddle & Robinson Liddle & Robinson, LLP -- http://liddlerobinson.com/-- provides legal representation primarily to individuals, but also to financial services firms, hedge funds and other businesses in high-stakes, cutting-edge employment, securities and commercial litigation matters. Liddle & Robinson, LLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-12346) on July 22, 2019. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. The case is assigned to Judge Sean H. Lane. LKLEE LLC: Seeks Authorization to Use Cash Collateral ----------------------------------------------------- LKLEE, LLC, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Alabama to use case collateral to fund its ongoing business operations. The Debtor intends to use cash collateral only to satisfy (a) those expenses reasonable and necessary to the operation and maintenance of its business; (b) the Statutory Fees; and (c) the allowed fees and expenses payable under 330 and 331 of the Bankruptcy Code to any professional persons retained by an order of the Court. During the next month, the Debtor expects to incur the following expenses: -- State Tax to ADOR, City of Decatur Sales Tax, Morgan County Sales Tax ($2,500) -- Utilities ($3,000) -- Workers Compensation ($400) -- Phone and Internet ($800) -- Property Maintenance ($500) -- Vehicle and Property Insurance ($800) Pre-petition, the Debtor borrowed People's Bank of North Alabama and secured that loan with a blanket lien on, among other items, the Debtor's inventory, equipment, accounts, deposit accounts, rights to payment, and general intangibles. As of the Petition Date, the Debtor owes People's Bank approximately $2.7 million. In addition, there is a blanket lien in favor of the US Small Business Administration in the amount of approximately $1,563,000. The Debtor proposes to grant its Creditors a perfected security interest in all future accounts and accounts receivable of the Debtor (both prepetition and postpetition) and proceeds thereof to the extent and with the same priority that the Creditors held in the Debtor's prepetition accounts receivable, subject and subordinate only to the Carve-out. Carve-out means (a) the unpaid fees of the Clerk of the Bankruptcy Court and the Office of the U.S. Bankruptcy Administrator and (b) the aggregate allowed unpaid fees and expenses payable to any professional persons retained by an order of the Court. LKLEE, LLC, primarily engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-83464) on Nov. 21, 2019. The petition was signed by Lisa Lee, managing member. At the time of the filing, the Debtor disclosed assets of between $1 million to $10 million and liabilities of the same range. Judge Clifton R. Jessup Jr. is assigned to the case. The Debtor tapped John Zingarelli, Esq. at JOHN ZINGARELLI, PC as counsel. LOURIV LLC: Case Summary & 7 Unsecured Creditors ------------------------------------------------ Debtor: LouRiv, LLC 9058 Jeffery Road Great Falls, VA 22066 Business Description: LouRiv, LLC is a privately held company whose principal assets are located at 46169 Westlake Drive Sterling, Virginia. Chapter 11 Petition Date: December 19, 2019 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 19-14131 Debtor's Counsel: Ann E. Schmitt, esq. CULBERT & SCHMITT, PLLC 40834 Graydon Manor Lane Leesburg, VA 20175 Tel: 703-737-7797 Fax: 703-439-2859 E-mail: aschmitt@culbert-schmitt.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by William Rivellini, president/member. A copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available from PacerMonitor for free at: https://is.gd/dVJCvf MAGNUM CONSTRUCTION: Court Confirms Chapter 11 Plan --------------------------------------------------- Judge A. Jay Christol on Dec. 13, 2019, entered an order confirming the Third Amended Chapter 11 Plan of Reorganization of Magnum Construction Management LLC, f/k/a as Munilla Construction Management, LLC. The judge also granted final approval of the Disclosure Statement. Class 2A (Travelers DIP Loan Secured Claim), Class 2B (Travelers Prepetition Secured Claim), 3A (BHSI DIP Loan Secured Claim), Class 3B (BHSI Prepetition Secured Claim), Class 4 (Miscellaneous Secured Claims), Class 5A (Bank of America – Line of Credit Loan Secured Claim), Class 5B (Bank of America - Equipment Loan Secured Claim), Class 6 (General Unsecured Claims), Class 7 (Bridge Collapse Bodily Injury Claims), Class 8 (Bridge Collapse Other Damage Claims), Class 10 (Other Insured Damage Claims) and Class 11 (FIU Claim), which are impaired under the Third Amended Plan and entitled to vote, voted to accept the Third Amended Plan by the requisite majorities. Under the Plan, general unsecured creditors in Class 6 are slated to recover 2.4% to 15.4%. Each holder of an allowed general unsecured claim will receive its pro rata share of the Class 6 Fund. A copy of the Plan Confirmation Order is available at PacerMonitor.com free of charge at https://is.gd/Ah1cSy A full-text copy of the Third Amended Plan is available at https://is.gd/1dIbGK from PacerMonitor.com at no charge. Counsel to the Debtor: Jordi Guso Paul A. Avron BERGER SINGERMAN LLP 1450 Brickell Avenue, Suite 1900 Miami, Florida 33131 Telephone: (305) 755-9500 Facsimile: (305) 714-4340 About Magnum Construction Management Magnum Construction Management, LLC -- https://www.mcm-us.com/ -- formerly known as Munilla Construction Management, LLC, is a construction company specializing in heavy civil construction in the areas of transportation, airport infrastructure, roads, bridges, government buildings and schools. It is headquartered in South Miami, Florida, but also has offices in (i) Broward County, Florida, and (ii) Irving, Texas. As of the Petition Date, MCM employs a total of 292 people. Magnum Construction Management filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr S.D. Fla. Case No. 19-12821) on March 1, 2019. In the petition signed by CFO Gilberto Ruizcalderon, the Debtor estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. The Debtor is represented by Paul A. Avron, Esq., at Berger Singerman LLP. The U.S. Trustee for Region 21 on March 14, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Wargo & French, LLP, as its legal counsel. MATAWAN ACQUISITION: Jan. 16, 2020 Disclosure Statement Hearing Set ------------------------------------------------------------------- A Plan and Disclosure Statement have been filed by Eugene D. Roth as attorney for debtor Matawan Acquisition, LLC. Accordingly, the Bankruptcy Court ordered that a hearing on the adequacy of the Disclosure Statement will be held before Honorable Michael B. Kaplan on Jan. 16, 2020, at 10:00 a.m. in Courtroom 8, United States Bankruptcy Court, 402 East State Street, Trenton, New Jersey 08608. A full-text copy of the order is available at https://tinyurl.com/vgewtsw from PacerMonitor.com at no charge. About Matawan Acquisition Matawan Acquisition, LLC, based in Matawan, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 19-18576) on April 29, 2019. In the petition signed by Ronak Shah, managing member, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Michael B. Kaplan oversees the case. Eugene D. Roth, Esq., at the Law Office of Eugene D. Roth, serves as bankruptcy counsel to the Debtor. MCL NURSING: Gets Final OK to Use Cash Collateral Thru March 2020 ----------------------------------------------------------------- MCL Nursing, LLC, sought and obtained final approval from Judge Barbara Ellis-Monro of the Bankruptcy Court for the Northern District of Georgia to use the cash collateral of Southern Bank pursuant to the budget for the period through March 16, 2020. The budget provided for $121,256 in total expenses for the week-ending December 23, 2019, including $60,000 for payroll, $19,000 for payroll taxes, and $24,000 for rent. Southern Bank is the prepetition lender to the Debtor and eight affiliated entities under a Promissory Note and Commercial Security Agreement, which as of the Petition Date, has an outstanding balance of approximately $1,749,807.49 in the aggregate and is secured by all or substantially all of the Debtor's assets. The affiliated borrowers include Meeker North Dawson Nursing, LLC; Marsh Pointe Management, LLC; Ban NH, LLC; Living Center, LLC; Senior NH, LLC; Oak Lake, LLC; Kenmetal, LLC and Harrah Whites Meadows Nursing, LLC. The Debtor was seeking to use the cash collateral as it does not have sufficient working capital and financing to carry on the operation of its business. A copy of the motion is available at https://is.gd/MTPHEa from PacerMonitor.com at no charge. The Bankruptcy Court granted interim approval allowing the Debtor to use cash collateral through and including the date of the final hearing conducted on Dec. 3, 2019. The interim order (as well as this final order) provided that any subsequently appointed trustee will have 60 days from the date of appointment to assert any claims or causes of action against the Lender that are related to, defenses to or challenges to either the validity, enforceability, extent or priority of the prepetition obligations or the Lender's security interest and liens on the prepetition collateral. A copy of the interim order can be accessed for free at https://is.gd/rwCuLd from PacerMonitor.com. Pursuant to the final order, the Lender is granted, effective as of the Petition Date, valid and perfected, security interests in, and liens upon all present and after-acquired property of each Debtor of the same character, nature type, and scope as the prepetition liens held by the Lender. Any party-in-interest with standing may file an adversary proceeding or contested matter no later than the first date that is at least 60 days from entry of the final order, unless said challenge period is extended by the Lender's written consent, or by an order of this Court, asserting any claims or causes of action against the Lender that are related to, defenses to or challenges to either the validity, enforceability, extent or priority of the prepetition obligations or the Lender's security interest and liens on the prepetition collateral. A copy of the final order, with the approved budget, is available at https://is.gd/fyoBU0 from PacerMonitor.com at no charge. About MCL Nursing LLC MCL Nursing, LLC, owns and operates a skilled nursing facility in McLoud, Oklahoma. MCL Nursing filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-67513) on Nov. 1, 2019. In the petition signed by Christopher F. Brogdon, manager, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Barbara Ellis-Monro. Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C., represents the Debtor. MEDCOAST MEDSERVICE: Patient Care Ombudsman Files 1st Report ------------------------------------------------------------ Dr. Timothy J. Stacy DNP, ACNP-BC, as the Patient Care Ombudsman appointed under Section 333 of the Bankruptcy Code case of Medcoast Medservice Inc., submitted a the first report to the Court regarding the quality of patient care provided to the patients of the Debtor. Medcoast Medservice Inc., is a health care business as defined under Bankruptcy Code. The PCO met with two of the three principals of MMS, Joe Casillas and Doug Spiro, at the main offices, to discuss the current and future status of the business, as it relates to the company's ability to deliver safe patient care during the bankruptcy proceedings. The average daily medical transports range from seventy to ninety-five patients. Mr. Spiro and Mr. Casillas are experienced, diverse and dedicated businessmen committed to operating a successful company while providing quality patient care. Their approach to the business is unique in that they adapt to the rapidly changing and dynamic atmosphere of the medical transport business. As observed, they are present and actively involved in the day to day operations of the company. As part of his level of dedication, Mr. Spiro created an operational metrics database, updated daily, that allows him to monitor multiple variables of the business. Contemporaneous monitoring of business operations reduces medical transport wait times and delays in scheduled transports that add to poor quality of care and place patients at risk. The Debtor's on-time schedule and lack of delay times are exceptional secondary to the principal's use of technology and close surveillance of day to day operations of the business. This provides an environment that promotes quality patient care and relieves the healthcare system of exorbitant costs of emergency department visits and unnecessary hospitalizations. During the PCO's interview with the principals, there was no indication that there is/was an interruption in critical vendor supply. The main critical vendors to operate an ambulance company are gasoline, ambulance maintenance, pharmacy, medical supplies, and oxygen. According to the principles, the critical vendors continue to supply MMS. The finances of the Debtor currently do not negatively interfere or impact patient care. The principals are dedicated to the success of their company with clear plans to expand, upgrade and continue to provide quality patient care. MMS has a unique business model with a notable diversified client base that affords sustainability despite the dynamic and inherent changes that are associated with operating ambulance companies in Los Angeles California. The PCO will continue to monitor and report to the court, with the frequency required or more often if concerns occur that could potentially impact patient care. A full-text copy of the PCO's First Report is available at https://tinyurl.com/wyovbe5 from PacerMonitor.com at no charge. Attorneys for the PCO: Roksana D. Moradi-Brovia Matthew D. Resnik RESNIK HAYES MORADI LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Telephone: (818) 285-0100 Facsimile: (818) 855-7013 E-mail: roksana@RHMFirm.com matt@RHMFirm.com About MedCoast Medservice MedCoast Medservice Inc. -- https://www.medcoastambulance.com/ -- provides emergency and non-emergency transportation to all of Los Angeles, Orange County and South Bay areas. MedCoast Medservice is a corporation whose primary business concerns the transport of individuals (patients) to and from their homes or places of need to hospitals, physicians, and/or health care providers. It operates from a rented facility located at 14325 Iseli Road, Santa Fe Springs, Calif. MedCoast Medservice filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-19334) on Aug. 9, 2019. In the petition signed by Artina Safarian, president, the Debtor disclosed assets at $952,016 and liabilities at $2,615,768, of which approximately $1,303,754 is owed for payroll taxes to the Internal Revenue Service. Judge Sheri Bluebond is the case judge. Henry D. Paloci III PA represents the Debtor. MERITAGE HOMES: Fitch Affirms BB LT IDR & Alters Outlook to Pos. ---------------------------------------------------------------- Fitch Ratings affirmed the ratings of Meritage Homes Corporation, including the company's Long-Term Issuer Default Rating, at 'BB'. The Rating Outlook has been revised to Positive from Stable. MTH's ratings reflect the company's moderate geographic and product diversity, relatively strong credit metrics, healthy liquidity position, and execution of its business model in the current housing environment. The ratings also take into account MTH's aggressive shift towards a more speculative homebuilding strategy in the past two years driven by its emphasis on the entry-level/first-time buyer, which Fitch views as a riskier approach to homebuilding. The 'BB' rating and Positive Outlook incorporate the company's improving leverage levels and the shift toward the first-time/entry level buyer segment, which is positioned better for the latter part of this upcycle. Net debt to capitalization was 33.3% (excluding cash classified by Fitch as not readily available for working capital purposes of $75 million) at the end of the third quarter of 2019 (3Q19). Fitch expects net debt to capitalization to remain in the mid-30% range during the rating horizon, below the positive rating sensitivity of this ratio sustaining below 40%. The company's strong balance sheet is somewhat countered by MTH's shift towards a riskier spec build operating model and Fitch's expectation of high land and development spending leading to negative CFFO in 2020. However, Fitch believes that the company's leverage levels should remain low even in a moderate housing downturn, when margins on standing spec inventory would likely contract and land impairments could be incurred. The company's strong performance in the current operating environment should provide Meritage with enough cushion to maintain net debt to capitalization below 40% even if deliveries and margins are slightly weaker than current levels. Additionally, management has reduced land and development activity in periods of volatility, such as in the second half of 2018 (2H18) and 1H19, enabling the company to generate strong CFFO and maintain conservative credit metrics. Fitch will continue to monitor the company's operating performance, land strategy and leverage levels in the near to intermediate term in determining changes to the Outlook or ratings. Specifically, Fitch will look for net debt to capitalization to remain near current levels and for the company to continue to execute under its entry-level spec building strategy while managing land and development spending at appropriate levels. KEY RATING DRIVERS Improving Credit Metrics: MTH's net debt/capitalization ratio has consistently ranged from 40% to 45% for the much of the housing upcycle up to 3Q18. Since then, net debt/capitalization has been below 40% and as low as 33.3% as of 3Q19. Homebuilding debt to operating EBITDA was 3.2x for the LTM period ending Sept. 30, 2019, compared with 3.4x at YE 2018 and 4.1x at YE 2017. EBITDA to interest paid was 4.9x as of 3Q19 and has been consistently at or above 4.0x in recent years. Fitch expects MTH's net debt/capitalization to be in the low- to mid-30% range at YE 2019 and 2020 and homebuilding debt to operating EBITDA to be in the 3.0x range during the same period. Speculative (Spec) Building Activity: Meritage has significantly increased its spec building activity in order to facilitate delivery of entry-level homes on an immediate need basis in recent years. The company has managed its spec activity in the past, although at levels that were meaningfully low. Fitch generally views high spec activity as a credit negative, all else equal, as rapidly deteriorating market conditions could result in standing inventory and consequently sharply lower margins. In 3Q19, 62% of homes closed were spec starts compared to 49% in the same quarter last year. As of Sept. 30, 2019, MTH had 2,806 spec homes, of which 23% were completed. Total specs at the end of 3Q19 were about 9% higher than the previous year, driven by the company's shift to entry-level offerings which are 100% spec starts. This translates to about 11.2 specs per community at the end of 3Q19 compared with 9.8 per community last year. This strategy has been successfully executed so far and market conditions should support this approach in the near term. Land and Development Spending: The company spent about $800 million on land and development activities in 2018, lower than the $1.0 billion spent during 2017. The slowdown in land acquisition activities resulted in the company generating positive CFFO of $262 million in 2018, compared to negative CFFO the two prior years. Fitch expects MTH to increase land and development spending through the end of fiscal 2019 and fiscal 2020 to help facilitate the company's internal goal to grow community count to 300 by YE 2021 (up from 250 at the end of 3Q19). Fitch expects MTH to generate positive CFFO in 2019 and negative CFFO in 2020, as Fitch expects the company to be more aggressive with land and development spending next year. Fitch is comfortable with the company's land acquisition strategy as management has demonstrated its ability to pull back on land acquisition activity during slowing housing environments. This was most recently demonstrated during the slowdown in 2H18. The company spent about $200 million less on land and development activities in 2018 than originally planned entering the year. Aggressive Shift to Affordable Offerings: The company's ongoing shift towards the entry-level buyer has resulted in strong order growth and margin expansion in 2019. The company experienced a 54% increase in order growth for its entry-level product offerings in 3Q19. The company continues to focus its pipeline heavily on this buyer segment, as over 80% of lots purchased in 2019 are for entry level communities. The entry-level/first-time homebuyer has typically represented about 40% of total industry housing sales (new and existing). During this housing recovery, this segment has been approximately 30% of the total. Fitch expects this customer segment will be more vibrant during the remainder of the upcycle and help spur growth for MTH. The company has been buying land over the past few years and designing and selling more affordable products under its LiVE.NOW product offering to cater to this customer segment and address affordability issues. Moderate Geographic and Product Diversity: MTH operates in 18 markets across nine states as of YE 2018, with particularly heavy exposure to Texas, Arizona, California and Florida. MTH ranked as the seventh largest builder in the country in 2018, according to Builder Magazine. The company typically focuses on the trade-up market, which was the strongest segment during the earlier part of this upcycle. However, MTH is now skewing its mix toward the first-time/entry-level segment (as are other homebuilders), which is better positioned for the latter part of this upcycle. About 43% of communities were targeted towards entry-level buyers in 3Q19 compared to 33% in 3Q18. MTH's long-term goal is to have about 50% of communities targeted towards the entry-level buyer. Land Position: As of Sept. 30, 2019, the company controlled 37,300 lots, of which 66% were owned and the remaining lots controlled through options. Based on LTM closings, MTH controlled 4.2 years of land and owned roughly 2.8 years of land. The company's owned lot position is approximately in line with the average homebuilder in Fitch's coverage and is within the company's internal target of four to five years of supply. The company currently primarily purchases unfinished and partially finished lots which is a strategy that typically requires a longer land position to account for time to develop the lots prior to home sales. Slight New Housing Growth: Housing activity has rebounded in the 2H19 after slowing in 2H18 and 1H19 due to lower interest rates and slowing home price appreciation. Fitch expects the improvement to continue at a slight pace, leading to a 0.5% increase in housing starts in 2019 and a 1.4% increase in 2020, while new home sales to grow 6.0% in 2019 and 1.5% in 2020. The first-time and affordable product segment should continue to outperform move-up and luxury segments in 2020 as affordability remains constrained and millennial buyers continue to enter the market. DERIVATION SUMMARY MTH's credit metrics are stronger compared with M/I Homes, Inc. (BB-/Stable). The company's EBITDA-based credit metrics and operating margins are similar to M.D.C. Holdings, Inc. (BBB-/Stable) and MTH is larger than M.D.C. However, M.D.C.'s net debt/capitalization ratio is lower than MTH and M.D.C. has demonstrated very steady capital structure during the last housing cycle, including having more cash than debt during 2007-2011. Additionally, M.D.C. employs a more conservative operating model through primarily built to order home deliveries than MTH, which has a high proportion of speculative deliveries. MTH's credit metrics are also comparable with some of its investment-grade peers, including Lennar Corporation (BBB-/Stable) and Toll Brothers, Inc. (BBB-/Stable), although MTH is smaller in terms of revenues, has lower margins and is less geographically diversified than these investment-grade peers. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: -- Total U.S. housing starts improve 0.2% in 2019 and 1.4% in 2020. -- Roughly flat revenues in 2019 and low- to-mid-single digit improvement in 2020 driven by delivery growth. -- Slightly stronger EBITDA margins in 2019 and roughly flat in 2020. -- Company remains aggressive on land and development spending leading to negative CFFO generation in 2020. -- Net debt to capitalization remains in the low- to mid-30% range in 2019 and 2020. -- Potential FCF beyond 2020 will be used for reduction of any revolver borrowings outstanding and share repurchases. -- Total debt to operating EBITDA situates in the 3.0x range during the forecast period. -- EBITDA to interest incurred remains above 5.0x in 2019 and 2020. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- MTH shows steady improvement in credit metrics, such as net debt/capitalization consistently below 40%, while maintaining a healthy liquidity position (in excess of $500 million in a combination of cash and revolver availability) and generates consistently positive cash flow from operations as it manages its land and development spending. -- The Outlook may be revised to Stable if net debt/capitalization returns or trends towards 40% due to weaker than anticipated operating performance, more aggressive land and development spending than anticipated, and/or more aggressive capital allocation than expected in the near to intermediate term. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- There is sustained erosion in profits due to meaningful and continued loss of market share, poor execution of the company's strategy, and/or ongoing land, materials and labor cost pressures resulting in weakened credit metrics, such as net debt/capitalization sustaining above 45%. -- MTH maintains an aggressive land and development spending program that leads to consistently negative CFFO, higher debt levels and a diminished liquidity position. In particular, Fitch will be focused on assessing the company's ability to repay debt maturities with available liquidity and internally generated cash flow. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: At Sept. 30, 2019, MTH had $455 million of cash and $727 million of borrowing availability under its $780 million revolver that matures in July 2023. Fitch believes this is ample liquidity for the company to manage upcoming debt maturities, continue to fund working capital and land and development activities and execute on its share repurchase program. In June 2019, the company amended its revolving credit facility to extend the maturity by one year to 2023. The amended credit facility also includes an accordion feature that allows the company to increase the facility to $880 million, subject to additional lender commitments. The company also recently redeemed its 2020 $300 million 7.15% senior notes in advance of the maturity date. SUMMARY OF FINANCIAL ADJUSTMENTS Historical and projected EBITDA is adjusted to add back non-cash stock-based compensation and interest expense included in cost of sales and also excludes impairment charges and land option abandonment costs. 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. MICROVISION INC: Receives Notice of Noncompliance from Nasdaq ------------------------------------------------------------- MicroVision, Inc., received formal notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC on Dec. 12, 2019, indicating that the Staff had determined to delist the Company's securities from The Nasdaq Global Market based upon the Company's continued non-compliance with the $1.00 bid price requirement unless the Company timely requests a hearing before the Nasdaq Hearings Panel. The Company intends to timely request a hearing before the Panel, which request will stay any further action by the Staff pending the Panel's decision. As previously disclosed in the Company's Current Report on Form 8-K filed on June 14, 2019, on June 13, 2019, the Staff notified the Company that, based upon the closing bid price for the Company's common stock for the 30 prior consecutive business day period, the Company no longer satisfied the $1.00 bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1), and that it had been provided a 180-calendar day grace period to regain compliance with that requirement, through Dec. 10, 2019. The Company intends to present its plan to evidence compliance with all applicable criteria for continued listing on The Nasdaq Global Market to the Panel. The Company is diligently working to evidence compliance with those requirements; however, there can be no assurance that the Panel will determine to continue the Company's listing or that the Company will be able to evidence compliance with the applicable listing criteria within the period of time that may be granted by the Panel. About MicroVision Based in Redmond, Washington, MicroVision, Inc. -- http://www.microvision.com/-- is the creator of PicoP scanning technology, an ultra-miniature laser projection and sensing solution for mobile consumer electronics, automotive head-up displays and other applications. The Company's PicoP scanning technology is based on its patented expertise in systems that include micro-electrical mechanical systems (MEMS), laser diodes, opto-mechanics, and electronics and how those elements are packaged into a small form factor, low power scanning engine that can display, interact and sense, depending on the needs of the application. MicroVision reported a net loss of $27.25 million for the year ended Dec. 31, 2018, compared to a net loss of $25.48 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $12.39 million in total assets, $17.36 million in total liabilities, and a total shareholders' deficit of $4.97 million. Moss Adams LLP, in Seattle, Washington, the Company's auditor since 2012, issued a "going concern" qualification in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018. The auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. MILLMAC CORPORATION: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Millmac Corporation 3390 U.S. Highway 17 N. Bartow, FL 33830 Business Description: Millmac Corporation is a provider of specialized marine labor, ship repair and dredging for industrial and residential uses. Chapter 11 Petition Date: December 18, 2019 Court: United States Bankruptcy Court Middle District of Florida Case No.: 19-11877 Debtor's Counsel: Susan Heath Sharp, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 E. Madison St., Suite 200 Tampa, FL 33602 Tel: 813-229-0144 Total Assets as of Dec. 18, 2019: $1,308,639 Total Liabilities as of Dec. 18, 2019: $1,619,039 The petition was signed by Michael J. Miller, president. A copy of the petition is available from PacerMonitor at https://is.gd/OW299k free of charge. MJ HOLDINGS: Has $1.6M Net Loss for the Quarter Ended June 30 ------------------------------------------------------------- On Dec. 13, 2019, MJ Holdings, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss (attributable to common stockholders) of $1,574,381 on $198,842 of net revenue for the three months ended June 30, 2019, compared to a net loss (attributable to common stockholders) of $593,813 on $0 of net revenue for the same period in 2018. At June 30, 2019, the Company had total assets of $11,993,011, total liabilities of $5,151,998, and $6,841,013 in total stockholders' equity. The Company has recurring net losses, which have resulted in an accumulated deficit of US$10,091,318 as of June 30, 2019. The Company incurred a net loss of US$2,220,869 and negative cash flows from operations of US$2,530,020 for the period ended June 30, 2019. These factors raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of the financial statements. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. A copy of the Form 10-Q is available at: https://is.gd/quYuJ2 MJ Holdings, Inc., through its subsidiaries, operates in the medical marijuana business in Nevada. It offers cultivation management, licensing support, production management, and asset and infrastructure development in the cannabis industry. The company is headquartered in Las Vegas, Nevada. MURRAY ENERGY: Lenders-Backed Plan Contemplates Sale ---------------------------------------------------- Murray Energy Holdings Co. and its Debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of Ohio, Western Division, a joint plan pursuant to chapter 11 of the Bankruptcy Code. The Debtors' proposed Plan will allow the Debtors to emerge as a going concern, ensuring that the Debtors' assets will continue operating and providing employment to thousands of employees. The Plan contemplates a proposed sale process whereby the Consenting Superpriority Lenders have agreed to direct the Superpriority Agent to form a new entity ("Murray NewCo") to serve as the "stalking horse bidder" and provide an offer to acquire certain of the Debtors' assets in accordance with an asset purchase agreement term sheet (the "Stalking Horse Term Sheet") and in accordance with the proposed Bidding Procedures. The terms of this stalking horse bid are outlined in a restructuring support agreement, which at this time has the support of lenders holding more than 83 percent of the claims under the Superpriority Term Loans (the "Consenting Superpriority Lenders"), noteholders holding more than 52 percent of the 1.5L Notes, and noteholders holding more than 62 percent of the 2L Notes, as well as the agreed upon Stalking Horse Term Sheet attached to the Debtors' motion seeking approval of their proposed Bidding Procedures. Importantly, the Consenting Superpriority Lenders' commitment in the RSA provides a path forward for the Debtors to confirm the proposed Plan. Pursuant to the RSA and Stalking Horse Term Sheet, the Consenting Superpriority Lenders agreed to submit a baseline bid to a competitive bidding process and forgo any potential break-up fee or expense reimbursement in connection therewith. The Plan expressly contemplates a market test for the transaction contemplated pursuant to the Stalking Horse Term Sheet to ensure the Debtors obtain the highest or otherwise best offer, or combination of offers, for their assets. The Debtors are seeking separate approval of Bidding Procedures for that overbid process and also are working with the Consenting Superpriority Lenders to document the final terms of an asset purchase agreement. The Ad Hoc Group and certain other Superpriority Lenders committed to finance these cases by providing $350 million in new money (backstopped by the Ad Hoc Group) as part of the Debtors' $440 million DIP financing package (the "DIP Facility"). A portion of these new money proceeds were used to repay the asset-based revolving portion of the Debtors' Prepetition ABL Facility, which repayment provides the Debtors with additional operational flexibility. The DIP Facility also contemplated the roll-up of the Debtors' prepetition $90 million "first in, last out" facility in exchange for, among other things, the removal of the Debtors' borrowing base under the Debtors' Prepetition ABL Facility. The DIP Facility is a significant part of the Debtors' restructuring efforts and the substantial working capital provided by the DIP Facility has allowed the Debtors to fund their operational needs, the cost of these chapter 11 cases, and vendors who have been stretched thin. Marketing Process and Sale In accordance with the terms of the RSA, the Consenting Superpriority Lenders committed to provide an offer to purchase certain of the Debtors' assets through a credit bid, subject to due diligence and final documentation to be agreed upon by the parties. The Debtors and Consenting Superpriority Lenders agreed to the terms of that credit bid through the Stalking Horse Term Sheet attached as an exhibit to the Debtors' motion to approve bidding procedures. Pursuant to the Bidding Procedures, that credit bid is subject to an overbid process, which the Debtors are also seeking approval of through the Bidding Procedures Motion. Under the Bidding Procedures Motion, the Debtors requested that the Court approve the following proposed timeline for the sale process: Action Deadline ------ -------- Preliminary Bid Deadline Jan. 21, 2020 Bid Deadline March 2, 2020 Auction March 12, 2020 Plan Objection Deadline April 27, 2020 Confirmation Hearing May 6, 2020 Treatment of claims under the Plan: Estimated Class Type of Claim Impairement Allowed Amount Recovery ----- ------------- ----------- -------------- -------- 1 Other Priority Claims Unimpaired $[__] 100% 2 Other Secured Claims Unimpaired $[__] 100% 3 Secured Tax Claims Unimpaired $[__] 100% 4 Superpriority Claims Impaired $1,753,616,132 [__]% 5 Term Loan Claims Impaired $51,901,833 [__]% 6 1.5L Notes Claims Impaired $521,922,961 [__]% 7 Stub 2L Notes Claims Impaired $1,983,752 [__]% 8 2L Notes Claims Impaired $312,634,748 [__]% 9 Gen. Unsecured Claims Impaired $[__] [__]% 10 Intercompany Claims Impaired/ Unimpaired $[__] 0%–100% 11 Intercompany Interests Impaired/ Unimpaired $[__] 0%–100% 12 Interests in Holdings Impaired $[0] [0]% 13 Section 510(b) Claims Impaired $[0] [0]% On the Effective Date, in full and final satisfaction, compromise, settlement, and release of and in exchange for such Allowed General Unsecured Claim, each Holder of an Allowed General Unsecured Claim will receive, up to the full amount of such Holder's Allowed General Unsecured Claim, either: * if Murray Newco is the Winning Bidder, its Pro Rata share (along with Class 4, Class 5, Class 6, Class 7, and Class 8) of Stalking Horse Distributable Consideration if any; or * if an Entity other than Murray NewCo is the Winning Bidder, solely after payment in full in Cash of the Superpriority Claims, the Term Loan Claims, the 1.5L Notes Claims, the Stub 2L Notes Claims, and 2L Notes Claims, its Pro Rata Share of the Sale Proceeds Distributable Consideration. Holders of Interests in Holdings are conclusively presumed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, Holders of Interests in Holdings are not entitled to vote to accept or reject the Plan. On and after the Effective Date, the Debtors or the Plan Administrator, as applicable, will fund the Debtors' distributions and obligations under the Plan with (i) the Sale Proceeds, (ii) the New Takeback Debt, if any (iii) the Exit Facility, if any, (iv) the issuance and distribution of New Interests, (v) Cash proceeds from the sale of any of the Debtors' assets that are not acquired by the Winning Bidder, (vi) the Wind-Down Amount, and (vii) Cash on hand. After the Effective Date, to the extent not held in the Professional Fee Escrow Account, the amounts held by the Wind-Down Trust shall be held in the Wind-Down Trust Account. The Debtors will conduct a marketing and Auction process of some or all of the Debtors' assets in accordance with the Bidding Procedures to determine the Winning Bidder. The Debtors will seek to elicit a higher or otherwise better offer than the Stalking Horse APA pursuant to the process set forth in the Bidding Procedures. If the Debtors are unable to secure such higher or otherwise better offer than provided for in the Stalking Horse APA at the conclusion of the marketing and Auction process contemplated by the Bidding Procedures, Murray NewCo will be the Winning Bidder for purposes of the Plan, and the Debtors will seek Confirmation of the Plan. A full-text copy of the Joint Plan is available at https://tinyurl.com/tb4hlem from PacerMonitor.com at no charge. About Murray Energy Headquartered in St. Clairsville, Ohio, Murray Energy -- http://murrayenergycorp.com/-- is the largest privately owned coal company in the United States, producing approximately 76 million tons of high quality bituminous coal each year, and employing nearly 7,000 people in the United States, Colombia and South America. Murray Energy now operates 15 active mines in five regions in the United States, plus two mines in Colombia, South America. It operates 12 underground longwall mining systems, 42 continuous mining units, 10 transloading facilities, and five mining equipment factory and fabrication facilities. Murray Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 19-56885) on Oct. 29, 2019. At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. The cases have been assigned to Judge John E. Hoffman Jr. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Dinsmore & Shohl LLP as local counsel; Evercore Group L.L.C. as investment banker; Alvarez and Marsal L.L.C. as financial advisor; and Prime Clerk LLC as notice and claims agent. The U.S. Trustee for Region 9 appointed creditors to serve on the official committee of unsecured creditors on Nov. 7, 2019. The committee is represented by Morrison & Foerster LLP. NORVIEW BUILDERS:Wins Contingent Cash OK, Objection Lift Order -------------------------------------------------------------- The Bankruptcy Court granted Norview Builders, Inc., conditional use of cash collateral, according to Court dockets. Simultaneously, the Court directed MBLockport, Corp., to withdraw a motion it filed with the Court (i) seeking to prohibit the Debtor's use of cash collateral, and (i) the immediate turnover of funds by the Debtor to MBLockport. MBLockport seeks that the Court direct the Debtor to file actions pursuant to Section 549 of the Bankruptcy Code, in order to recover all unauthorized transfers the Debtor made after the Petition Date. MBlockport also questioned certain of the Debtor's disbursements as violation of the final cash collateral order. MBLockport is an assignee in a series of transactions relating to the assignment of rents and mortgage on the property held as security of a promissory note executed by the Debtor. MBLockport filed a proof of claim amounting to $442,158.05 in the Debtor's Chapter 11 case. A copy of the MBLockport's objection is available at https://is.gd/ngQlU7 from PacerMonitor.com free of charge. About Norview Builders Norview Builders, Inc., based in Oak Lawn, Ill., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-01825) on Jan. 22, 2018. In the petition signed by Brenda P. O'Sullivan, president, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Hon. Jacqueline P. Cox oversees the case. Gregory K. Stern, Esq., at Gregory K. Stern, P.C., serves as bankruptcy counsel. NOS INC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of NOS, Inc., according to the case docket. About NOS Inc. NOS, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-40593) on Nov. 5, 2019. The petition was signed by its authorized representative, Shivangi N. Mehta. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $1 million. Judge Karen K. Specie oversees the case. The Debtor is represented by Bruner Wright, P.A. NOSCE TE: Metro Says Assets Sufficient, Opposes Plan Extension -------------------------------------------------------------- Metro 214, L.L.C., a creditor and party in interest of debtor Nosce Te Ipsum, Inc., filed an objection to the Debtor's motion for an extension of time to file a plan of reorganization and a disclosure statement. Metro was listed in Schedule E-F as a general unsecured creditor. The Exclusive Period for filing the disclosure statement and the plan of reorganization in the case at bar will elapse on January 7, 2020, and the Exclusive Period for soliciting acceptances or rejections will elapse on March 9, 2020. Based on a composite of the debt structure reported in the schedules and claim register and taking into consideration Debtor's opinion of value of $7,000,000 of the building located at Lot#3, Metro Office Park, they will have to file a Plan of Reorganization that will produce a base in an aggregate amount sufficient enough to pay 100% dividend to all creditors plus interest. The case at bar is a simple case with less than 10 creditors and a single asset real estate with a rather predictable income produced by the rent roll. There are no unresolved contingencies that affect the Debtor's ability to reorganize the extension of time requested to file the disclosure statement and the plan of reorganization is not warranted. A full-text copy of the opposition is available at https://tinyurl.com/rsz5kd7 from PacerMonitor.com at no charge. About Nosce Te Ipsum Nosce Te Ipsum, Inc. classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee simple a five-story building with office and commercial spaces for lease, and adjacent parking lot structure in Guaynabo, P.R., valued at $7 million. Nosce Te Ipsum filed a Chapter 11 petition (Bankr. D.P.R. Case No.19-05155) on Sept. 9, 2019. In the petition signed by Maria De Los A. Ubarri, general manager, the Debtor disclosed $7,046,991 in assets and $5,210,939 in liabilities. The Hon. Brian K. Tester oversees the case. Andrew Jimenez Cancel, Esq., at Andrew Jimenez Law Offices, is the bankruptcy counsel. NPB COMPANY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: NPB Company, Inc. 900 S. Vista Avenue Independence, MO 64056 Business Description: Founded in 1986, NPB Company, Inc. -- http://newport-blue.com-- offers a selection of men's swimwear, printed tee shirts, fashion knits and woven shirts. Chapter 11 Petition Date: December 18, 2019 Court: United States Bankruptcy Court District of Kansas Case No.: 19-41542 Debtor's Counsel: Jonathan A. Margolies, Esq. MCDOWELL, RICE, SMITH & BUCHANAN, PC 605 W. 47th Street, Suite 350 Kansas City, MO 64112 Tel: (816) 753-5400 E-mail: jmargolies@mcdowellrice.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Matthew Gray, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available from PacerMonitor for free at: https://is.gd/z3fMCP NULIFE MULHOLLAND: US Trustee Seeks to Appoint Ombudsman -------------------------------------------------------- The United States Trustee applies for an order directing the appointment of a patient care ombudsman for Nulife Mulholland, LLC, pursuant to Chapter 11 of the Bankruptcy Code. The Debtor operates an inpatient drug and alcohol rehabilitation facility with currently licensed for 6 patient located at 24969 Mulholland Hwy, Calabasas, CA. The Debtor also anticipates receiving new patients starting immediately and has projected revenue from patients starting in November, 2019. For this reason, the Debtor is health care business within the meaning of the Bankruptcy Code, and a patient care ombudsman must be appointed thereon. Therefore, the United States Trustee requests that the Court order the appointment of a patient care ombudsman. A full-text copy of the Motion is available at https://tinyurl.com/r5z8bls from PacerMonitor.com at no charge. About Nulife Mulholland NuLife Mulholland LLC owns and operates an addiction treatment center in California. The Company owns in fee simple 11.2 acres with 7400 square foot house and 800 square foot guest house located in Calabasas, California having an appraised value of $7 million. The Company also owns in fee simple a two-acre lot with small vineyard valued at $750,000. NuLife sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12407) on Sept. 24, 2019. In the petition signed by its managing member, John D. Meints, Jr., the Debtor disclosed $8,028,177 in assets and $5,180,697 in debt. Judge Martin R. Barash is assigned to the case. The Law Offices of Robert M. Yaspan serves as the Debtor's counsel. OAK LAKE LLC: Court Grants Final Approval to Use Cash Collateral ---------------------------------------------------------------- Oak Lake LLC asked the Bankruptcy Court to authorize use of cash collateral in the ordinary course of business to pay necessary operating expenses. Parties-in-interest to the cash collateral include: (i) Cadence Bank (senior lender), as successor by merger to State Bank and Trust Company as successor by merger to Bank of Atlanta, holding a first mortgage on the Debtor’s skilled nursing facility at 103 Har-ber Road, also known as 103 W. 13th Street, Grove, OK 74344, and a first priority lien on all the Debtor’s assets pursuant to, among others, a Loan Agreement dated July 28, 2011. As of Nov. 5, 2019, approximately $ $2,688,908.04 is outstanding on the Loan. (ii) Southern Bank, holding a second priority security interest in all the furniture, fixtures, equipment and accounts of the Debtor to secure a promissory note in the outstanding principal amount of approximately $1,749,807.79. The Debtor believes that Southern's security interests are cross-collateralized among various entities affiliated to the Debtor who are themselves borrowers (Marsh Pointe Management LLC; Ban NH LLC; Living Center, LLC; Senior NH, LLC; Kenmetal LLC; Harrah Whites Meadows Nursing LLC; Meeker North Dawson Nursing, LLC and MCL Nursing LLC. (iii) Langsam Health Services, LLC, d/b/a Omnicare, Inc.; Omnicare of Oklahoma and Omnicare of Tulsa, having filed UCC financing statements on the Debtor’s personal property. The outstanding debt to Omnicare stands at approximately $150,156.76 in third position behind Senior Lender and Southern Bank. UCC Financing Statements on the Debtor's personal property have also been filed on behalf of Senior Lender, Southern Bank and Gemino Heathcare Finance, LLC. The Debtor believes that its obligations to Gemino have been satisfied. A copy of the Motion is available at https://is.gd/042X8R from PacerMonitor.com free of charge. The Court granted the motion on an interim basis, authorizing the Debtor to use cash collateral through and including the date of the final hearing. A copy of the interim order is available for free at https://is.gd/D4IZp1 from PacerMonitor.com At the hearing on Dec. 3, 2019, Judge Barbara Ellis-Monro granted final approval on the motion allowing the Debtor to use cash collateral pursuant to the budget. The approved budget covering the period through March 16, 2020 provides for $142,476 in total expenses for the week-ending Dec. 23, 2019, including $83,000 for payroll and $22,000 for payroll taxes. The final order provided that the Senior Lender is granted, effective to the filing date, valid and perfected, security interests in, and liens upon all present and after-acquired property of the Debtor of the same character, nature type, and scope as the prepetition liens held by Senior Lender, including, without limitation, all proceeds, cash, cash equivalents and Cash Collateral contained in any account maintained by the Debtor, in the same priority and to the same extent, priority, enforceability, unavoidability and validity as Senior Lender's security interests and liens in the Pre-Petition Collateral, except any claims for relief under Chapter 5 of the Bankruptcy Code. As adequate protection, the Senior Lender is granted (i) replacement liens and (ii) allowed super priority claims against the Debtor's estate to the extent that the replacement liens and any adequate protection payments are insufficient. No cost or expense of administration asserted against the Debtor's estate under Sections 105, 503(b) and 507(b) of the Bankruptcy Code will be senior to, or pari passu with, the Senior Lender's super priority claims. Any party-in-interest with standing may file an an adversary proceeding or contested matter no later than the first date that is at least 30 days from entry of this Final Order asserting any claims or causes of action against Senior Lender that are related to, defenses to or challenges to either the validity, enforceability, extent or priority of the Pre-Petition Obligations or Senior Lender's security interest and liens on the Pre-Petition Collateral. A copy of the final order and the related approved budget can be accessed at https://is.gd/qdEraA from PacerMonitor.com free of charge. About Oak Lake LLC Oak Lake LLC owns and operates a skilled nursing care facility in Grove, Okla. Oak Lake LLC filed its voluntary Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-67517) on Nov. 1, 2019. In the petition signed by Christopher F. Brogdon, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Barbara Ellis-Monro is assigned to the case. Theodore N. Stapleton, P.C., is the Debtor's legal counsel. ONCOSEC MEDICAL: Has $9.8M Net Loss for the Quarter Ended Oct. 31 ----------------------------------------------------------------- OncoSec Medical Incorporated filed its quarterly report on Form 10-Q, disclosing a net loss of $9,760,484 on $0 of revenue for the three months ended Oct. 31, 2019, compared to a net loss of $7,575,615 on $0 of revenue for the same period in 2018. At Oct. 31, 2019, the Company had total assets of $23,249,166, total liabilities of $7,954,059, and $15,295,107 in total stockholders' equity. The Company has sustained losses in all reporting periods since inception, with an inception-to date-loss of US$174.1 million as of October 31, 2019. These losses are expected to continue for an extended period of time. Further, the Company has never generated any cash from its operations and does not expect to generate such cash in the near term. The Company said that these factors raise substantial doubt about the Company's ability to continue as a going concern within one year from the issuance date of the condensed consolidated financial statements. A copy of the Form 10-Q is available at: https://is.gd/BgEUO0 OncoSec Medical Incorporated, a biotechnology company, focuses on the development of cytokine-based intratumoral immunotherapies to stimulate the body's immune system to target and attack cancer. The Company was formerly known as NetVentory Solutions Inc. and changed its name to OncoSec Medical Incorporated in March 2011. OncoSec Medical Incorporated was incorporated in 2008 and is headquartered in Pennington, New Jersey. PALM HEALTHCARE: Court Okays Sale of Delray Beach Property ---------------------------------------------------------- Interloc Properties, LLC, an affiliate of Palm Healthcare Co., received approval from the U.S. Bankruptcy Court for the Southern District of Florida to sell assets, including a real property located at Benjamin Avenue, Delray Beach, Fla. The real property will be sold to KMG Holdings, LLC for $190,000. The assets will be sold "free and clear" of all liens, claims and encumbrances, according to court filings. A copy of the sale contract is available at https://tinyurl.com/t2gdhtc from PacerMonitor.com free of charge. About Palm Healthcare Co. Palm Healthcare Company -- http://palmhealthcare.com-- owns and operates an addiction treatment center in Delray Beach, Florida. The Company's treatment programs are structured as a combination of 12-Step model, cognitive therapy, behavioral therapy, holistic modalities and aftercare services. Palm Healthcare Company (Bankr. S.D. Fla. Case No. 19-19156) and affiliates Palm Partners, LLC (Bankr. S.D. Fla. Case No. 19-19161), Interloc Properties, LLC (Bankr. S.D. Fla. Case No. 19-19163), and Miami Real Estate Trust, LLC (Bankr. S.D. Fla. Case No. 19-19164), sought Chapter 11 protection on July 11, 2019. The cases are assigned to Judge Erik P. Kimball. In the petitions signed by Peter Harrigan, president, Palm Partners was estimated to have assets in the range of $0 to $50,000, and $1 million to $10 million in debt; and Palm Healthcare was estimated to have assets and liabilities in the range of $0 to $50,000. The Debtors tapped Robert C. Furr, Esq., at Furrcohen P.A. as counsel. PAZZO PAZZO: Court Says Denial of Title Insurance Valid ------------------------------------------------------- Judge John K. Sherwood of the United States Bankruptcy Court for the District of New Jersey, ruled as proper Stewart Title Guaranty Company's denial to cover title insurance on the real property purchased by 62-74 Speedwell Ave, LLC, assignee of Scotto Holdings, LLC, in a Sale and Purchase Agreement dated Dec. 22, 2017 with SpeedWell Ventures, LLC. Stewart Title filed a Motion for Summary Judgment arguing that denial of coverage was warranted pursuant to the terms of Exclusion 3(a), Exclusion 3(b) and Exception 8 of the Title Insurance Policy that 62-74 Speedwell purchased with respect to the real property. According to Stewart Title, 62-74 Speedwell failed to disclose how an option to repurchase the real property (in favor of its original owner, Berley Associates, Ltd.,) could potentially impact the property. In response, 62-74 Speedwell filed a Cross Motion for Summary Judgment. Berley would later seek Chapter 11 protection in order to revive the option. Prior to the sale transaction and Berley's Chapter 11 proceedings, Berley, as owner of the real property, leased the Real Property to Pazzo Pazzo, Inc., on Jan. 7, 2014. Pazzo Pazzo, like Berley, also would later file a Chapter 11 petition to revive its lease. The Exclusion 3(b) issue can be paraphrased as whether the Lease and Option claims were "adverse claims" that were not known to Stewart Title but known to 62-74 Speedwell and not disclosed to Stewart Title in writing before the insurance became effective. Here, the "adverse claim" was 62-74 Speedwell's perceived risk that Berley and Pazzo would attempt to revive the lease and option. That same day when Berley leased the property to Pazzo Pazzo, Berley sold the property to Lenox Hill Investors, LLC subject to the lease. Subsequently, Lenox Hill Investors, LLC assigned its rights under the contract of sale for the property to Speedwell Ventures LLC. The contract of sale referenced and incorporated the Option that gave Berley the right to purchase the property back from Speedwell Ventures. The option was to remain in effect until 30 days after Speedwell Ventures gave Berley notice that Berley had to exercise its rights under the Option. Speedwell Ventures must make the said request to exercise its rights under the option (a) 3 months prior to the ten year anniversary of the date of sale or (b) upon the termination of the Lease, whichever occurred first. On August 25, 2014, the Option was recorded with the Office of the Morris County Clerk. Throughout 2017, Speedwell Ventures provided Berley and Pazzo with written notices that the Option and Lease had terminated due to, among other things, Pazzo's abandonment of the Property. On August 18, 2017, Speedwell Ventures recorded a Discharge of Memorandum of Option Contract with the Office of the Morris County Clerk, of which representatives of Berley and Pazzo received notices and offered no formal opposition. On Dec. 22, 2017, Speedwell Ventures sold the property to Scotto Holdings, LLC for $3,300,000, pursuant to a purchase and sale agreement. Speedwell Ventures represented in the Sale Agreement that the lease and the option were terminated on August 1, 2017. On February 2, 2018, Speedwell Ventures and Scotto amended the Purchase and Sale Agreement, reducing the purchase price by $300,000. The Amended Purchase and Sale Agreement also included revisions to the indemnification clause as follows: (i) indefinite indemnification by Speedwell Ventures to Scotto from any claims arising from the option or the lease, from the 18-month time frame previously provided, (ii) the removal of the $100,000 escrow account requirement for indemnification purposes, (iii) the added clause that Scotto would be obligated to pay Speedwell Ventures additional consideration if Speedwell Ventures obtained a declaratory judgment that the option and the lease were terminated and no longer in force and effect, and (iv) provision entitling Speedwell Ventures of additional consideration (as much as $400,000) if it obtained the declaratory judgment by the deadlines set in the Amended Sale Agreement. The amendment also provided that if the option or the lease was determined to be effective and in full force and effect, Speedwell Ventures would be obligated to buy the Property back from Scotto for $3,000,000. The Court would later refer to the material amendments to the Sale Agreement as evidence against 62-74 Speedwell that knew of the risk that Berley would exercise its option to repurchase the property. Before the closing, Scotto assigned its right to purchase the Property to 62-74 Speedwell. 62-74 Speedwell contracted Stewart Title, through its agent CB Title, to provide title insurance on the property, as part of the Purchase and Sale Agreement. During the negotiations to obtain the title insurance, CB Title was made aware of the Option Discharge. CB Title was also advised that the lease had been terminated. On February 16, 2018, on behalf of Stewart Title, CB Title, issued a policy of title insurance that insured 62-74 in connection with the property's title. The policy's Exceptions From Coverage state that Stewart Title will not cover 62-74 on losses, damages, attorneys' fees or costs arising by reason of: "Subject to rights of tenants and/or lessees under unrecorded leases." Moreover, the Exclusion 3 of the Policy states that the Policy does not cover: 3. Defects, liens, encumbrances, adverse claims, or other matters(a) created, suffered, assumed, or agreed to by [62-74] (Exclusion 3(a));(b) not known to [Stewart Title], not recorded in the Public Records at Date of Policy, but known to [62-74] and not disclosed in writing to [Stewart Title] by [62-74] prior to the date [62-74] became an insured under this policy. . . . (Exclusion 3(b))15. On February 28, 2018, Berley sought relief under Chapter 11 of the Bankruptcy Code in order to revive the Option to buy back the property. Pazzo Pazzo also filed for relief under Chapter 11 on the same day to revive the lease on the property. On May 2, 2018, Speedwell Ventures filed a complaint against Berley and Pazzo seeking a declaratory judgment holding that (a) Pazzo had no rights, title or interest in the Lease due to its termination and (b) Berley had no rights, title or interest in the option. On June 21, 2018, Berley and Pazzo filed a Third-Party Complaint against 62-74 Speedwell seeking to avoid the termination of the option as a fraudulent transfer, to obtain damages under Sections 548, 550 and 551 of the Bankruptcy Code, and to restore and assume the lease. On July 6, 2018, Stewart Title, at the request of 62-74 Speedwell to represent its interest and intervene in the adversary proceeding, confirmed to 62-74 Speedwell that it had retained counsel to monitor the adversary proceeding and provide a defense for 62-74 Speedwell but only with respect to the option. Stewart Title denied 62-74 Speedwell's request for coverage under the Policy for claims relating to the lease because "Pazzo is asserting its rights as a tenant under the unrecorded lease". On August 1, 2018, 62-74 Speedwell filed a Fourth-Party Complaint against Stewart Title asserting claims of breach of contract, breach of implied covenant of good faith and fair dealing, violations of the New Jersey Consumer Fraud Act (NJCFA) and a declaratory judgment that Stewart Title must provide 62-74 Speedwell with a defense and indemnity for Pazzo's claims regarding the lease. On July 16, 2019, Stewart Title filed its Motion for Summary Judgment based on the terms of Exclusion 3(a), Exclusion 3(b) and Exception 8 of the Policy. In Stewart Title's opinion, denying 62-74 Speedwell coverage on the lease was within its contractual rights. On Aug. 27, 2019, 62-74 filed a Cross Motion for Summary Judgment. According to the Court, Summary Judgment is not warranted on the Exclusion 3(b) claims and defenses because based on the indemnification provisions of the Sale Agreement, and certainly the Amended Sale Agreement, there is no doubt that 62-74 Speedwell was aware of the risk that Berley and Pazzo would attempt to revive the Lease and Option even though they were both terminated, at least from an objective standpoint. Stewart Title denied that it saw the sale contracts before the Policy was issued. 62-74 Speedwell, on the other hand, claims that the sale contracts were provided to Stewart Title before the Policy was issued. Arguably, if Stewart Title reviewed the Sale Agreement and Amended Sale Agreement before the Policy was issued, it might be charged with knowledge of this risk. Since this is a material disputed fact in the analysis of Exclusion 3(b), the Court denied the parties' summary judgment motions with respect to Exclusion 3(b). The Court held that Stewart Title's denial of the defense of the claims relating to the lease, pursuant to the language of the Policy at Exclusion 8, was proper since the lease was not recorded. The Court also held that 62-74 Speedwell agreed to and assumed the risk inherent in purchasing the property, having gone to such great lengths in the Amended Sale Agreement to address the risks posed by the Lease and the Option, and having secured significant financial concessions from Speedwell Ventures based on this risk. Summary judgment is therefore granted in favor of Stewart Title on the Exclusion 3(a) claim. Furthermore, 62-74 Speedwell's claim of bad faith is dismissed because the validity of the claim was fairly debatable. The Court also dismissed 62-74's NJCFA claims because, according to the Court, Stewart Title did not use unconscionable business practices in the sale or marketing of the Policy. Consequently, 62-74's Amended Fourth-Party Complaint against Stewart title is dismissed. A copy of the Court's Decision and Order is available at https://www.leagle.com/decision/inbco20191206792 from Leagle.com. David Edelberg, Cullen and Dykman LLP, The Legal Center, One Riverfront Plaza, Newark, NJ 07102, Joshua Robert Elias, Gibbons P.C., One Gateway Center, Newark, NJ 07102-5310, Bobby Kasolas, Brach Eichler LLC, 101 Eisenhower Pkwy, Roseland, NJ 07068, counsel for Speedwell Ventures, LLC, Plaintiff. David Edelberg, Cullen and Dykman LLP, The Legal Center, One Riverfront Plaza, Newark, NJ 07102, Joshua Robert Elias, Gibbons P.C., One Gateway Center, Newark, NJ 07102-5310, Bobby Kasolas , Brach Eichler LLC, 101 Eisenhower Pkwy, Roseland, NJ 07068, counsel for 62-74 Speedwell Ave LLC; Stewart Title Guaranty Company; and Speedwell Ventures, LLC. Morris S. Bauer, Norris McLaughlin & Marcus, PA, 400 Crossing Boulevard, 8th Floor, P.O. Box 5933, Bridgewater, NJ 08807-5933, Lawrence S. Berger, Berger & Bornstein, 237 South Street, P.O. Box 2049, Morristown, NJ 07960-6098, counsel for Berley Associates, Ltd. & Pazzo Pazzo Inc. Lawrence S. Berger, Berger & Bornstein, 237 South Street, P.O. Box 2049, Morristown, NJ 07960-6098, counsel to Berley Associates, Ltd. & Pazzo Pazzo Inc., Counter-Defendants, Cross Defendants. About Berley Associates, Ltd. and Pazzo Pazzo, Inc. Berley Associates, Ltd. lists its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B). The Company filed a Chapter 11 petition on Feb. 28, 2018 (Bankr. D.N.J. Case No. 18-13914) in Newark, New Jersey. The Company previously sought bankruptcy protection on Sept. 5, 2012 (Bankr. D.N.J. Case No. 12-32032). It is an affiliate of Pazzo Pazzo, Inc., which also filed a petition under Chapter 11 of the Bankruptcy Code on Feb. 23, 2018 (Bankr. D.N.J. Case No. 18-13516). On the filing date, Berley estimated between $1 million and $10 million in both assets and liabilities. Pazzo Pazzo estimated under $1 million in assets and liabilities. Berger & Bornstein, LLC serves as counsel to the Debtors. Judge John K. Sherwood is assigned to both cases. PORTERS NECK COUNTRY: Appointment of Special Committee OK'd ----------------------------------------------------------- Judge Stephani Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina on Dec. 17 authorized the formation of a special committee to represent former members of Porters Neck Country Club, Inc. who hold equity membership certificates. The former club members who will serve on the special committee are: (1) Jay Murray, Chairman 2885 Sanford Ave. SW #41974 Grandville, MI 49418 (2) Mack Armstrong 2312 Barrett Cottage Place Marietta, GA 30066 (3) Robert Graebener 15 Hasleiter's Retreat Savannah, GA 31411 (4) Ron Foster 7919 Blue Heron Drive West Apt. 302 Wilmington, NC 28411 (5) David Gustincic 20479 N. Vermillion Cliffs Dr. Surprise, AZ 85387 The special committee will be represented by Laurie Biggs, Esq., at Stubbs & Perdue, P.A. Stubbs & Perdue maintains an office at: Laurie B. Biggs, Esq. Stubbs & Perdue, P.A. 310 Craven Street, P.O. Box 1654 New Bern, NC 28563 Phone: 1-800-348-9404 / 252-633-2700 E-mail: tstubbs@stubbsperdue.com lbiggs@stubbsperdue.com About Porters Neck Country Club Porters Neck Country Club, Inc. -- https://www.portersneckcountryclub.com/ -- is a full-service country club, boasting an 18-hole, Tom Fazio-designed golf course, in Wilmington, North Carolina. The club, which promotes a family oriented environment, also has seven state-of-the-art Har-Tru tennis courts, a swimming complex, a fitness center and dining facilities. Porters Neck Country Club sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-04309) on Sept. 19, 2019, in Wilmington, N.C. The Debtor was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. The Hon. Joseph N. Callaway is the case judge. Hendren Redwine & Malone, PLLC is the Debtor's counsel. PRESIDENTS PUB: Disclosure Statement Hearing Set for Jan. 9 ----------------------------------------------------------- The Presidents Pub & Grille, LLC filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Disclosure Statement and Chapter 11 Plan on November 25, 2019. Judge Gregory L. Taddonio ordered that a hearing will be convened on January 9, 2020, at 11:00 a.m. to consider approval of the Disclosure Statement. Parties-in-interest will have until January 2 to file and serve written objections to the Disclosure Statement. A full-text copy of the Order is available at https://tinyurl.com/slydkzh from PacerMonitor.com at no charge. About Presidents Pub & Grille The Presidents Pub & Grille LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-21297) on March 29, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $100,000 and liabilities of less than $500,000. The case is assigned to Judge Gregory L. Taddonio. Calaiaro Valencik is the Debtor's legal counsel. PRESSURE BIOSCIENCES: Needs More Funds to Remain as Going Concern ----------------------------------------------------------------- Pressure BioSciences, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss (attributable to common stockholders) of $4,325,302 on $501,158 of total revenue for the three months ended Sept. 30, 2019, compared to a net loss (attributable to common stockholders) of $3,232,375 on $521,766 of total revenue for the same period in 2018. At Sept. 30, 2019, the Company had total assets of $2,410,885, total liabilities of $12,035,414, and $9,624,529 in total stockholders' deficit. The Company said, "We have experienced negative cash flows from operations with respect to our pressure cycling technology business since our inception. As of September 30, 2019, we do not have adequate working capital resources to satisfy our current liabilities and as a result, there is substantial doubt regarding our ability to continue as a going concern. We have been successful in raising cash through debt and equity offerings in the past. In addition we raised cash through debt financing after September 30, 2019. We have financing efforts in place to continue to raise cash through debt and equity offerings. Although we have successfully completed financings and reduced expenses in the past, we cannot assure you that our plans to address these matters in the future will be successful." A copy of the Form 10-Q is available at: https://is.gd/yPgsE4 Pressure BioSciences, Inc. develops pressure cycling technology (PCT) solutions in North America, Europe, and Asia. Its PCT technology uses alternating cycles of hydrostatic pressure between ambient and ultra-high levels to control the actions of molecules in biological samples, such as cells and tissues from human, animal, plant, and microbial sources. Formerly known as Boston Biomedica, Inc., Pressure BioSciences was founded in 1978 and is based in South Easton, Massachusetts. PROMENADE ON FIFTH: Case Summary & 14 Unsecured Creditors --------------------------------------------------------- Debtor: Promenade on Fifth LLC 1001 10th Avenue South #102 Naples, FL 34102 Business Description: Promenade on Fifth LLC is a privately held company in Naples, Florida. Chapter 11 Petition Date: December 18, 2019 Court: United States Bankruptcy Court Middle District of Florida Case No.: 19-11894 Debtor's Counsel: Michael R. Dal Lago, Esq. DAL LAGO LAW 999 Vanderbilt Beach Road Suite 200 Naples, FL 34108 Tel: 239-571-6877 E-mail: mike@dallagolaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Harry M. Zea, authorized agent. A full-text copy of the petition is available for free at: https://is.gd/nqphmd List of Debtor's 14 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Architectural Land Design Landscape Design $13,513 2780 Horseshoe Drive S #5 Naples, FL 34104 2. Atremo Holdings LLC Loan $2,900,000 1333 3rd Ave South #505 Naples, FL 34102 3. Collier County Tax Collector 2019 Real $35,660 3291 E Tamiami Trail Estate Taxes Naples, FL 34112 4. Collier County Tax Collector 2018 Real $33,102 3291 E Tamiami Trail Estate Taxes Naples, FL 34112 5. Collier County Tax Collector 2017 Real $14,516 3291 E Tamiami Trail Estate Taxes Naples, FL 34112 6. De Los Reyes Engineering Engineering $33,112 8726 NW 26th St # 1 Services Miami, FL 33172 7. Forge Engineering Engineering $9,880 2224 Trade Center Way Services Naples, FL 34109 8. Gray Robinson Legal Services $2,730 c/o Matthew Roepstorff, Esq. 1404 Dean Street #300 Fort Myers, FL33901 9. JF Holes CPA, Inc. Accounting $500 2500 Tamiami Trail N Services Suite 214 Naples, FL 3410 10. Pablo Torres Landscaping Trade Debt $1,000 12115 Americus Lane Naples, FL 34113 11. RWA, Inc. Engineering $10,081 610 Willow Park Dr#200 Services Naples, FL 34109 12. Salvatori Law Office, PLLC Legal $40,000 Newgate Center Services 5150 Tamiami Trail North Suite 304 Naples, FL 34103 13. Stofft Cooney Architectural $86,392 Architects LLC Services 633 Tamiami Trail N# 300 Naples, FL 34102 14. Turrell Hall & Associates Engineering $4,125 3584 Exchange Ave# B Services Naples, FL 34104 PURE BIOSCIENCE: Incurs $1.1M Net Loss for Quarter Ended Oct. 31 ---------------------------------------------------------------- Pure Bioscience, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $1,125,000 on $398,000 of net product sales for the three months ended Oct. 31, 2019, compared to a net loss of $2,566,000 on $590,000 of net product sales for the same period in 2018. At Oct. 31, 2019, the Company had total assets of $2,230,000, total liabilities of $877,000, and $1,353,000 in total stockholders' equity. The Company said, "We have a history of recurring losses, and as of October 31, 2019, we have incurred a cumulative net loss of approximately US$125 million. As of October 31, 2019, we had US$979,000 in cash and cash equivalents and US$877,000 in accounts payable and accrued liabilities. During the three months ended October 31, 2019, our cash outflows for operating activities were US$324,000. As a result, our existing cash resources are not sufficient to meet our anticipated needs over the next twelve months from the date hereof, and we will need to raise additional capital to continue our operations and to implement our business plan, which capital may not be available on acceptable terms or at all. To help extend our operating window, we have reduced our headcount and limited our research and product development activities. Based on our current plans and available resources, we believe we can maintain our current operations through the end of January 2020. We estimate that the costs to wind-down our operations in an orderly manner will cost approximately US$500,000. As a result, we need to secure significant additional capital to continue to fund our operations beyond January 2019. "Our capital requirements will depend on many factors, including, among others: the market acceptance of, and demand for, our products; the timing and costs of executing our sales and marketing strategies; our ability to successfully complete the in-plant validation trials requested by potential customers and our ability to convert these trials into customer orders for our products; the costs and time required to obtain the necessary regulatory approvals for our products, including the required USDA approval for use of PURE Control in OLR processing of raw poultry; the extent to which we invest in new testing and product development, including in-plant optimization trials; the extent to which our customers continue to place product orders as expected and expand their existing use of our products; the cost and time to satisfy unique customer requirements regarding validation trials or to support the value proposition and benefits of our products; the timing of vendor payments and the collection of receivables, among other factors affecting our working capital; our ability to control the timing and amount of our operating expenses, including the costs to attract and retain personnel with the skills required to implement our business plan; and the costs to file, prosecute and defend our intellectual property rights. "The above factors, along with our history and near term forecast of incurring net losses and negative operating cash flows, raise substantial doubt about our ability to continue as a going concern. If we do not obtain additional capital from external sources, we will not have sufficient working capital to fund our planned operations or be able to continue as a going concern. We cannot assure you that additional financing will be available when needed or that, if available, we can obtain financing on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business. Further, any contracts or license arrangements we enter into to raise funds may require us to relinquish our rights to our products or technology, and we cannot assure you that we will be able to enter into any such contracts or license arrangements on acceptable terms, or at all. Having insufficient funds may require us to delay or scale back our marketing, distribution and other commercialization activities or cease our operations altogether." A copy of the Form 10-Q is available at: https://is.gd/xFPrHg El Cajon, Calif.-based Pure Bioscience, Inc., manufactures and sells silver dihydrogen SDC-based disinfecting and sanitizing products, which are registered by the Environmental Protection Agency, or EPA, to distributors and end users. The Company also manufactures and sells various SDC-based formulations to manufacturers for use as a raw material in the production of personal care and other products. Silver dihydrogen citrate, or SDC, is a broad-spectrum, non-toxic antimicrobial. RECYCLING REVOLUTION: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 cases of Recycling Revolution, LLC and RR3 Resources LLC, according to the case docket. About Recycling Revolution Recycling Revolution, LLC -- http://www.RecyclingRevolution.net/-- is a recycling company specializing in low end, contaminated, and hard to handle materials. Recycling Revolution purchases all types of plastic, metal and electronic waste, including HDPE bottles, PET bottles, commingled bottles, and HDPE mixed rigid bottles. Recycling Revolution and its affiliate RR3 Resources LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-25063) on Nov. 7, 2019. In the petition signed by its member and president, Robin Seskin, Recycling Revolution disclosed $365,896 in assets and $9,318,956 in debt. RR3 Resources estimated that it had less than $1 million in both assets and liabilities. The cases are jointly administered with Recycling Revolution's as the lead case. Judge Mindy A. Mora oversees the cases. Joe M. Grant, Esq., at Marshall Grant, PLLC,is the Debtors' legal counsel. RENNOVA HEALTH: Reports Net Loss of $13.4 Million for 2nd Quarter ----------------------------------------------------------------- Rennova Health, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss to common shareholders of $13.42 million on $4.06 million of net revenues for the three months ended June 30, 2019, compared to net income to common shareholders of $45.32 million on $3.29 million of net revenues for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss to common shareholders of $150.73 million on $9.25 million of net revenues compared to a net loss to common shareholders of $101.05 million on $4.89 million of net revenues for the same period during the prior year. As of June 30, 2019, the Company had $16.93 million in total assets, $64.56 million in total liabilities, $5.83 million in redeemable preferred stock - Series I-1, $2.18 million in redeemable preferred stock - Series I-2, and a total stockholders' deficit of $55.65 million. At June 30, 2019, the Company had $0.4 million cash on hand from continuing operations, a working capital deficit of $57.2 million, an accumulated deficit of $565.8 million and a stockholders' deficit of $55.6 million. In addition, the Company incurred a loss from continuing operations of $26.2 million for the six months ended June 30, 2019. As of Dec. 11, 2019, the Company's cash position is deficient and payments are not being made in the ordinary course. In addition, the Company has not repaid approximately $24.6 million of outstanding principal balance of debentures, including default penalties, which are past due. The Company's fixed operating expenses include payroll, rent, finance lease payments and other fixed expenses, as well as other costs required to operate its hospitals. The Company's fixed operating expenses were approximately $2.0 million per month for the six months ended June 30, 2019. Rennova said, "We need to raise additional funds immediately and continue to do so until we begin to realize positive cash flow from operations. There can be no assurance that we will be able to achieve our business plan, which is to acquire and operate clusters of rural hospitals, raise any additional capital or secure the additional financing necessary to implement our current operating plan. Our ability to continue as a going concern is dependent upon our ability to significantly reduce our operating costs, increase our revenues and eventually regain profitable operations." A full-text copy of the Form 10-Q is available for free at: https://is.gd/2nGKt3 About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates three rural hospitals in Tennessee and provides diagnostics and supportive software solutions to healthcare providers. Rennova Health reported a net loss to common shareholders of $245.9 million for the year ended Dec. 31, 2018, compared to a net loss to common shareholders of $108.53 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Rennova Health had $14.19 million in total assets, $44.44 million in total liabilities, $5.83 million in redeemable preferred stock - Series I-1, $3.08 million in redeemable preferred stock - Series I-2, and a total stockholders' deficit of $39.16 million. Haynie & Company, in Salt Lake City, Utah, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Oct. 18, 2019, on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has significant net losses, cash flow deficiencies, negative working capital and an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ROKK3R INC: Files Revised Form 10Q with $772K Net Loss for 1Q 2019 ------------------------------------------------------------------ On Dec. 10, 2019, Rokk3r Inc. filed its amended quarterly report on Form 10-Q/A, disclosing a net loss of $772,097 on $885,008 of revenues for the three months ended March 31, 2019, compared to a net loss of $924,317 on $0 of revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $4,014,257, total liabilities of $671,917, and $520,609 in total stockholders' equity. The Company said, "For the three months ended March 31, 2019, the Company had a net loss of US$772,097 and net cash used in operations was US$317,750, respectively. "These conditions raise substantial doubt about the Company's ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital" A copy of the Form 10-Q/A is available at: https://is.gd/7rDqMc Rokk3r Inc. provides consulting services and related value generating strategies through a technology platform. It offers a suite of services that is a hybrid network of human and machine intelligence systems enabling early stage startup technology companies and existing businesses to develop new products and businesses. The company offers its services for entrepreneurs, strategists, creatives, and engineers to design, build, and launch organizations. The company was formerly known as Eight Dragons Company and changed its name to Rokk3r Inc. in March 2018. Rokk3r Inc. is based in Miami, Florida. Rokk3r Inc. is a subsidiary of Rokk3r Labs LLC. RQW - AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: RQW - Automotive Services LLC 25 W. 63rd Street Westmont, IL 60559 Business Description: RQW - Automotive Services LLC -- https://www.expressoil.com -- is a privately held company in the auto repair service business. Chapter 11 Petition Date: December 18, 2019 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 19-35584 Judge: Hon. Jacqueline P. Cox Debtor's Counsel: Scott R. Clar, Esq. CRANE, SIMON, CLAR & DAN Suite 3705 135 South LaSalle Street Chicago, IL 60603-4297 Tel: 312-641-6777 E-mail: sclar@cranesimon.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $0 to $50,000 The petition was signed by Eric Quick, managing member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available from PacerMonitor for free at: https://is.gd/QHhXS7 RQW - REAL ESTATE: Case Summary & 2 Unsecured Creditors ------------------------------------------------------- Debtor: RQW - Real Estate Holdings LLC 25 W. 63rd Street Westmont, IL 60559 Business Description: RQW - Real Estate Holdings LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 18, 2019 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 19-35576 Judge: Hon. Deborah L. Thorne Debtor's Counsel: Scott R. Clar, Esq. CRANE, SIMON, CLAR & DAN Suite 3705 135 South LaSalle Street Chicago, IL 60603-4297 Tel: 312-641-6777 E-mail: sclar@cranesimon.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Eric Quick, authorized representative. A copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available from PacerMonitor.com for free at: https://is.gd/Z5YQfs SANNAURU FAMILY: Taps Kevin Michael Madden as Counsel ----------------------------------------------------- Sannauru Family Ltd. Partnership seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ the Law Offices of Kevin Michael Madden, PLLC, as counsel in the bankruptcy case. The Firm will render professional services including, but not limited to: * Assisting the Debtor in negotiating a restructuring of its secured loan obligations; * Assisting the Debtor in negotiating with creditors; * Advising the Debtor related to its ongoing operations while the Debtor is in bankruptcy; * Preparing and filing a plan of reorganization; * Representing the Debtor in any adversary proceedings and other proceedings before the Court and in any other judicial or administrative proceeding in which the claims described may be affected; * Representing the Debtor in all hearings and conferences related to the Chapter 11 Bankruptcy; * Preparing and filing any necessary pleadings or submissions; and * Performing any other legal services that may appropriate in connection with the Chapter 11 Bankruptcy. The Firm will receive $275.00 per hour for attorneys and $100.00 per hour for all legal assistants for all services it provides to the Debtor related to this employment. The Firm attests it has no other connection with the Debtor, its creditors, any other parties in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee and are disinterested persons within the definition of Section 101(14) of the Bankruptcy Code on the matters for which it is to be engaged as counsel. The firm may be reached at: Kevin Michael Madden LAW OFFICES OF KEVIN MICHAEL MADDEN, P.L.L.C. 5225 Katy Freeway, Suite 520 Houston, TX 77007 Tel: (281) 888-9681 Fax: (832) 538-0937 Email: kmm@kmaddenlaw.com About Sannauru Family Limited Partnership Sannauru Family Limited Partnership is a privately held company in Texas whose business is categorized under real estate. Sannauru Family LP filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 19-36180) on November 4, 2019. The Hon. Jeffrey P. Norman oversees the case. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Sandeep N. Patel, manager of the General Partner. The Debtor is represented by Kevin Michael Madden, Esq., at Law Offices of Kevin Michael Madden, P.L.L.C. SARAR USA: CEO Says Plan Confirmable, Defends Releases ------------------------------------------------------ Emre Duru, CEO of Sarar USA Inc., filed a declaration in support of confirmation of Debtor's Amended Chapter 11 Plan of Reorganization. The CEO says the Plan is feasible: The Debtor's Shareholders, including Cemalettin Sarar, Celaleddin Sarar and Sebahattin Sarar, have committed to provide funding and to guaranty the payments required to be made by the Debtor or Reorganized Sarar under the Plan, including on account of Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, and Allowed Priority Claims. The Shareholders have also agreed to fund the General Unsecured Claim Fund and the Litigation Claim Fund. In this regard, the Shareholders have already contributed more than $2.2 million to the Debtor since the Petition Date and have committed to funding an additional approximately $2.16 million to the Debtor so that the Plan can go effective. Cemalettin Sarar is the CEO and one of the largest shareholders of Sarar Turkey. At Mr. Sarar's direction, Sarar Turkey has agreed to waive its $15.5 million prepetition claim and delay payment on $1.16 million of product it has provided to the Debtor since the Petition Date. Sarar Turkey has also committed to continue to supply goods to the Debtor on favorable terms post-emergence pursuant to the Master Supply Agreement and to permit the Debtor to use the Sarar name and trademark, without payment of any royalty or license. The contributions and waiver of claims being made by the Shareholders and the waiver of claims and supply commitment by Sarar Turkey render the Plan feasible. Moreover, the substantial contributions made by the Shareholders and Sarar Turkey to date demonstrates that they will continue to support the Debtor and ensure the plan will be feasible and the Debtor will be able to continue operating and return to profitability. The CEO adds that the Plan is in the best interests of creditors: As set forth in the Liquidation Analysis, the Debtor estimates that a sale of its assets would result in proceeds of no more than $2.02 million. Even under that scenario, there is a real risk that Sarar Turkey would refuse to consent to the sale of the Debtor's inventory with Sarar's trademarks intact, so the proceeds of liquidating the Debtor's assets could be substantially less. After payment of secured claims, Chapter 7 trustee fees and expenses, unpaid Chapter 11 administrative expenses, professional fee claims, and other priority claims, no funds would be available for distribution to unsecured creditors. Conversely, under the Plan, creditors will receive a meaningful recovery. Moreover, the CEO claims that the releases are an integral part of the Plan: Certain parties have objected to the release contained in section 9.05(b) of the Plan. As the CEO of the Debtor, I am regularly in contact with the Shareholders, who are also the shareholders of Sarar Turkey. Sarar Turkey will not agree to waive its more than $15.5 million prepetition claim against the Debtor absent the Release. Nor will the Shareholders and Sarar Turkey agree to waive repayment of the more than $3.5 million they have already contributed to the Debtor postpetition or to fund the additional approximately $2.16 million in payments necessary for the Plan to go effective. In addition, the Debtor only sells Sarar branded merchandise, which is only available from Sarar Turkey. Sarar Turkey has permitted the Debtor to sell the merchandise and use the Sarar name and trademark, without payment of a license fee or any other royalty. Without Sarar Turkey's consent, which is provided via Cemalettin Sarar -- the CEO and one of its largest shareholders -- the Debtor would not even be permitted to sell the merchandise in a liquidation. In short, there can be no reorganization for the Debtor absent the contributions by the Shareholders and Sarar Turkey and the waiver of Sarar Turkey's claim, which will only be provided if the Release is included in the Plan. About Sarar USA Inc. Sarar USA, Inc. -- https://www.sararonline.com/ -- is a retailer of high-end men's apparel selling suits, tuxedos, shirts, jackets, trousers, shoes, polo shirts, outerwear, knitwear and accessories. The company is an affiliate of a company based in EskiSehir, Turkey. Sarar USA was founded in 2001 and is headquartered in Little Falls, New Jersey. Sarar USA, Inc., d/b/a Sarar USA, sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 18-24538) on July 20, 2018. In the petition signed by CEO Emre Duru, Sarar USA estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The Hon. John K. Sherwood is the case judge. The Debtor tapped Schuyler G. Carroll, Esq., and Jeffrey Vanacore, Esq., of Perkins Coie LLP as counsel. Prime Clerk LLC acts is the Debtor's claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case. The Committee selected Kelley Drye & Warren LLP as its legal counsel. SCULPT MEDICAL: Court Rules That PCO Is Not Necessary ----------------------------------------------------- The Bankruptcy Court has granted a motion by Sculpt Medical, LLC, for a ruling that a patient care ombudsman is not necessary pursuant to Bankruptcy Code. A full-text copy of the order is available at https://tinyurl.com/t23kngp from PacerMonitor.com at no charge. About Sculpt Medical Sculpt Medical, LLC, provides laser treatments, cosmetic care, and body contouring services. Sculpt Medical sought Chapter 11 protection (Bankr. D. Colo. Case No. 19-19577) on Nov. 5, 2019. In the petition signed by Robert Kilpatrick, member, the Debtor disclosed total assets of $145,233 and total liabilities of $1,821,114. The Hon. Kimberley H. Tyson is the presiding judge. KUTNERBRINEN, P.C., led by Jenny M.F. Fujii, Esq., is the Debtor's counsel. SELECTA BIOSCIENCES: Signs License Agreement with AskBio -------------------------------------------------------- Selecta Biosciences, Inc., and Asklepios BioPharmaceutical, Inc., ("AskBio") entered into a license agreement on Dec. 17, 2019. Pursuant to the AskBio Agreement, AskBio has exercised its option to exclusively license the Company's intellectual property rights covering the Company's antigen-specific biodegradable nanoparticle encapsulating the immunomodulator rapamycin to research, develop, and commercialize certain recombinant adeno-associated virus ("rAAV") gene therapy products utilizing ImmTOR, and targeting the glucosidase alpha, acid gene, or derivatives thereof, to treat Pompe Disease. Pursuant to the AskBio Agreement and ancillary documents pertaining thereto, within 30 days of the effective date of the AskBio Agreement, AskBio agreed to pay to the Company upfront fees of an aggregate of $7,000,000. Also pursuant to the AskBio Agreement, and the referenced ancillary documents, AskBio agreed to make additional payments to the Company based on the achievement of certain development and commercial milestones of up to an aggregate of $237 million. AskBio will also be obligated to make tiered royalty payments, at percentages in the mid-to-high single digits, to the Company based on achievement of certain sales milestones. Pursuant to the AskBio Agreement, the Company will supply AskBio with its ImmTOR technology which will be reimbursed at cost plus a ten percent markup, and AskBio will be responsible for all preclinical, clinical and commercial manufacture and supply of Licensed Products (other than ImmTOR) and carry out all other activities related to the research, development, and commercialization of Licensed Products at its sole expense, including all regulatory activities related thereto. The AskBio Agreement contains other customary terms and conditions, including representations and warranties, covenants, termination, and indemnification obligations in favor of each party. MIT License Amendment Selecta Biosciences. entered into the Fourth Amendment to the Exclusive Patent License Agreement by and between the Company and the Massachusetts Institute of Technology on Dec. 13, 2019. Pursuant to the MIT Amendment, a provision of the MIT Agreement under which the Company was obligated to initiate a Phase 3 clinical trial for a licensed product by a specified date in the fourth quarter of 2019 is tolled until the earlier of (i) a specified date in the second quarter of 2020 or (ii) the effective date of a written amendment to the MIT Agreement. Further, pursuant to the MIT Amendment, the parties agreed to negotiate in good faith to enter into a future amendment to the MIT Agreement after the Company provides MIT with an amended diligence plan. About Selecta Biosciences Based in Watertown, Massachusetts, Selecta Biosciences, Inc. -- http://www.selectabio.com/-- is a clinical-stage biotechnology company focused on unlocking the full potential of biologic therapies based on its immune tolerance technology (ImmTOR) platform. Selecta plans to combine ImmTOR with a range of biologic therapies for rare and serious diseases that require new treatment options due to high immunogenicity. The Company's current proprietary pipeline includes ImmTOR-powered therapeutic enzyme and gene therapy product candidates. SEL-212, the Company's lead product candidate, is being developed to treat chronic refractory gout patients and resolve their debilitating symptoms, including flares and gouty arthritis. Selecta's proprietary gene therapy product candidates are in preclinical development for certain rare inborn errors of metabolism and incorporate ImmTOR with the goal of addressing barriers to repeat administration. Selecta Biosciences reported net losses of $65.33 million in 2018, $65.32 million in 2017, and $36.21 million in 2016. As of Sept. 30, 2019, the Company had $39.54 million in total assets, $44.46 million in total liabilities, and a total stockholders' deficit of $4.91 million. Ernst & Young LLP, in Boston, Massachusetts, the Company's auditor since 2009, issued a "going concern" opinion in its report dated March 15, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses from operations and insufficient cash resources and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SHOE SHIELDS: Trustee's Full-Payment Plan Confirmed --------------------------------------------------- The Chapter 11 Trustee of Shoe Shields LLC, et al., has won court approval of his Fourth Amended Chapter 11 Plan of Reorganization With Combined Disclosure Statement for Shoe Shields, filed on Nov. 20, 2019. The Trustee's Plan proposes to pay all allowed claims in full. The Plan provides for the payment in full of allowed administrative claims by agreement with the Debtor. The Plan provides for the payment of allowed unsecured priority claims to be paid in full within 30 days of the Effective Date. The Plan provides for the payment in full of allowed unsecured claims, estimated to be approximately $47,000. Allowed unsecured claims will have the choice to be paid either: (i) 50% of the allowed unsecured claim in cash on the Effective Date; or (ii) payment in full over 24 months. With respect to equity, the Settlement Agreement provides that Sneaker Shields creator Paul Siragusa will obtain 100% of the membership and ownership interest in the Debtor and OSR, and the Plan provides ultimate control over the entities will be turned over Siragusa on the Effective Date. Full-text copies of the Plan Confirmation Order and the Fourth Amended Plan are available at https://tinyurl.com/vmyqwx6 from PacerMonitor.com at no charge. About Shoe Shields LLC Based in Addison, Texas, OSR Patent LLC filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-30180) on Jan. 18, 2019. An affiliate, Shoe Shields LLC, also filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-03007) on Jan. 24, 2019. In the petition signed by Sangeeta Rajpal, manager, OSR Patent was estimated to have $100,001 to $500,000 in assets and $50,001 to $100,000 in liabilities. John J. Gitlin, Esq., in Dallas, Texas, serves as counsel to the Debtors. On Feb. 13, 2019, an order granting a motion to appoint trustee was entered by the court. Christopher J. Moser was thereafter appointed as the Chapter 11 Trustee of the Debtors' bankruptcy estate. The Trustee hired Quilling Selander Lownds Winslett & Moser, P.C., as counsel. SIGMA LOGISTICS: Court Grants Interim OK to Use Cash Thru Jan. 2020 ------------------------------------------------------------------- Sigma Logistics, Inc., asked the Bankruptcy Court for the Northern District of Georgia to authorize use of cash collateral to pay expenses and other expenditures reasonably necessary for the continued operation of its business. These parties-in-interest may assert a lien on and security interest in the Debtor's assets: (i) Apex Capital Corp. for approximately $7,554.86, secured by UCC Financing Statements filed with of the Alabama Secretary of State; (ii) the Internal Revenue Service for approximately (a) $ 474.42; (b) $116,355.41; (c) $269,753.09; and (d) $62,792.41; secured by tax liens filed with the Superior Court of Newton County, Georgia; (iii) the Georgia Department of Revenue for approximately $82,229.39 secured by the State Tax Execution filed with the Superior Court of Newton County, Georgia; (iv) the Alabama Department of Revenue for approximately $9,597.70 secured by UCC Financing Statements filed with the Alabama Secretary of State. A copy of the Motion is available at https://is.gd/7uwThG from PacerMonitor.com free of charge. The Court granted a first interim approval to use cash collateral until 11:59 p.m. EDT on the date of the second interim hearing, or as extended by the Court or by consent of the parties, for as long as the Debtor faithfully performs its obligations under the first interim Order. To secure against any diminution in value of the secured creditors' prepetition collateral, the secured creditors are granted a replacement security interest in, and lien upon all of the Debtor's post-petition assets of the same character and type and to the same extent, validity, amount, and priority as a secured creditor's prepetition security interests and lien attached to Debtor's assets. A copy of the first interim order is available at https://is.gd/rZU1Pm from PacerMonitor.com at no charge. The second interim hearing will be held on Jan. 6, 2020 at 2:15 p.m. in Courtroom 1202, U.S. Courthouse, 75 Ted Turner Drive SW, in Atlanta, Georgia. About Sigma Logistics 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. Sigma Logistics sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 19-69496) on Dec. 4, 2019 in Atlanta, Georgia. In the petition signed by Tarrance Houston, authorized representative, the Debtor was estimated to have between $500,000 and $1 million in assets and between $1 million and $10 million in liabilities. Judge Paul Baisier is assigned to the case. Jones & Walden, LLC, is the Debtor's counsel. SMS ENTERPRISES: Jan. 16 Auction Sale of All Assets Set ------------------------------------------------------- Judge Andrew B. Altenburg of the U.S. Bankruptcy Court for the District of New Jersey authorized the bidding procedures of SMS Enterprises Inc. and its debtor-affiliates in connection with the auction sale of substantially all assets. The salient terms of the Bidding Procedures are: a. Bid Deadline: Jan. 13, 2020 b. Initial Bid: The Bid must state that: (i) it is irrevocable until the conclusion of the hearing to approve the sale (or in the event that the person submitting such bid is the Back-Up Bidder for the time period provided), (ii) it is binding upon the bidder submitting the Bid; and (iii) it will constitute a binding contract of the bidder and of the Debtors, when accepted by the Debtors and approved by the Court. c. Deposit: $100,000 d. Auction: In the event that the Debtors receive one or more Qualified Offers by the Bid Deadline, then the Debtors will conduct an auction sale of the Property. The Auction will be held on Jan. 16, 2020, commencing at 10:00 a.m. (New Jersey Time) at the offices of Flaster/Greenberg, Commerce Center, 1810 Chapel Avenue West, Cherry Hill, New Jersey 08002. e. Bid Increments: $50,00 f. Assumption Notice Deadline: Dec. 13, 2019 g. Contract Objection Deadline: Jan. 3, 2020 h. Adequate Assurance Objection: Jan. 20, 2020 i. Sale Hearing: Jan. 23, 2020 at 10:00 a.m. j. Outside Closing Date: Jan. 31, 2020 A copy of the Bidding Procedures is available at https://tinyurl.com/yx5qnt9p from PacerMonitor.com free of charge. About SMS Enterprises SMS Enterprises Inc. is a privately held company that operates in the restaurant industry. SMS Enterprises Inc., based in Marlton, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 19-21332) on June 5, 2019. In the petition signed by Eric Salisbury, chief executive officer/owner, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Jerrold N. Poslusny Jr. oversees the case. Paul W. Verner, Esq., serves as bankruptcy counsel to the Debtor. STARZ ACQUISITION: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Starz Acquisition LLC, according to the case docket. About Starz Acquisition Starz Acquisition, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-09370) on Oct. 1, 2019. At the time of the filing, the Debtor was estimated to have assets ranging between $100,001 and $500,000 and liabilities ranging between $500,001 and $1 million. Judge Caryl E. Delano oversees the case. The petition was signed by David L. Virginia, managing member. The Debtor is represented by Michael R. Dal Lago, Esq., at Dal Lago Law. TAYLOR SMITH: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Taylor Smith Consulting LLC, according to the case docket. About Taylor Smith Consulting Taylor Smith Consulting LLC, a Houston-based company that provides full-service staffing, contracting and management consulting services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-36553) on Nov. 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. Judge Christopher M. Lopez oversees the case. Susan Tran Adams, Esq., at Corral Tran Singh, LLP, is the Debtor's legal counsel. TECHNICAL COMMUNICATIONS: Stowe & Degon Raises Going Concern Doubt ------------------------------------------------------------------ Technical Communications Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing net income of $631,425 on $7,024,123 of total net revenue for the year ended Sept. 28, 2019, compared to a net loss of $1,479,599 on $3,684,939 of total net revenue for the year ended Sept. 29, 2018. The audit report of Stowe & Degon LLC states that for the fiscal year ended September 28, 2019 the Company generated $631,000 of net income, however for the prior seven year period from fiscal 2012 to fiscal 2018, the Company suffered recurring losses from operations and has an accumulated deficit of $2,155,000 at Sept. 28, 2019. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 28, 2019, showed total assets of $2,917,261, total liabilities of $697,712, and a total stockholders' equity of $2,219,549. A copy of the Form 10-K is available at: https://is.gd/6nl31H Technical Communications Corporation designs, develops, manufactures, distributes, markets, and sells communications security devices, systems, and services worldwide. The company primarily provides voice, data, and fax, and voice networks. It sells directly to customers, original equipment manufacturers, and value-added resellers using its in-house sales force, as well as domestic and international representatives, consultants, and distributors. Technical Communications Corporation was founded in 1961 and is headquartered in Concord, Massachusetts. TILLMAN PARK: $2.45M Sale of Remaining Real Property Approved ------------------------------------------------------------- Judge Edward J. Coleman, III, of the U.S. Bankruptcy Court for the Southern District of Georgia authorized Tillman Park, LLC's sale of all of the rest and remainder of all interests in real property that it owns to Fern Wood, LLC for $2.45 million. Included in the assets of the instant estate are interests of the Debtor in certain real estate, described more fully as: those certain condominium units bearing unit numbers 102, 103, 201, 202, 301, 302, 303, 402, 403, 501, 502, 601, 602, 603, 701, 703, 704, 705, 801, 802, 803, 804, 902 and 903 of that certain condominium development knowns as "Tillman Park" and shown on that certain condominium plat recorded with the Clerk of Superior Court of Bulloch County, Georgia in Plat Book 63, Page 72-23 ("Property"), which property is more fully described in the Purchase and Sale Agreement. The sale is free and clear of all liens. In consideration of the amounts set forth to be paid at closing to parties identified in the Order, all of such entities identified will release all claims of interest in the Property and the proceeds therefrom. Notwithstanding any provision of the Contract to the contrary, the sale of the Property to Buyer must close before the end of 2019. The Debtor, Holmes Ramsey, Gail Ramsey, and University Plaza, Inc. ("Release Parties"), on the one hand, and LS Capital, on the other hand, will be authorized to execute mutual general releases wherein LS and the Release Parties mutually release each other from any and all claims against one another and wherein LS will release any and all interest that it may have in any other collateral other than the Property. Any other valid liens not otherwise paid out at the Closing will attach to the Net Sales Proceeds to the same extent and priority as such lien would have attached to the Property. The sales commissions due to Everett Kennedy/Berkshire Hathaway Home Services Kennedy Realty in an amount not to exceed 5% of the contract sales price are approved and payment of same is to be made at closing. The Debtor is authorized to convey those certain parcels of identified as "common areas" on that certain plat recorded with the Clerk of Superior Court of Bulloch County, Georgia in Plat Book 63, Page 72-23 to Tillman Park Condominium Association, Inc. for no consideration. About Tillman Park Tillman Park, LLC, filed a Chapter 11 petition (Bankr. S.D. Ga. Case No. 16-60147) on April 4, 2016. At the time of filing, the Debtor had $3.28 million in assets and $5.20 million in liabilities. The petition was signed by T. Holmes Ramsey, Jr., managing member. The case is assigned to Judge Edward J. Coleman, III. The Debtor is represented by Jon A. Levis, Esq. at Merrill & Stone, LLC. TIMMAJ INC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: TIMMAJ, Inc. 781 Cordial Dr. Des Plaines, IL 60018 Business Description: TIMMAJ, Inc. is a provider of transportation and logistics services. Chapter 11 Petition Date: December 18, 2019 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 19-35634 Judge: Hon. Carol A. Doyle Debtor's Counsel: David P. Lloyd, Esq. DAVID P. LLOYD, LTD. 615B S. LaGrange Rd. La Grange, IL 60525 Tel: 708-937-1264 Email: info@davidlloydlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Maria M. Frandes, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available from PacerMonitor for free at: https://is.gd/V49xLT TOUCHPOINT GROUP: Appoints Nalin Jay as Independent Director ------------------------------------------------------------ Touchpoint Group Holdings, Inc. has appointed industry veteran Nalin Jay, CEO of Carnegie Stewart, to its Board of Directors as an independent board member. The Company also announced that Richard Vos will retire from the Board of Directors and Mr. Jay will replace him as Chairman of the Nomination and Governance Committee and as a member of the Compensation Committee and the Audit Committee. Nalin Jay has a long track record as a leading strategy and performance advisor to some of the world's biggest soccer clubs. Mr. Jay has been the CEO of Carnegie Stewart, a global strategy consultancy, for the last eight years and his client list includes global law firms, major banks and multinationals, as well as leading entrepreneurs. Mr. Jay pioneered the world's first team turnaround service to help English Premier League clubs and has advised several Premier League managers and players. Mr. Jay's work has been instrumental in creating significant sponsorship opportunities for English soccer clubs. Concurrent to his role at Carnegie Stewart, Mr. Jay has served as a partner at Artephius Capital Management Limited, a multi strategy quant fund. Prior to that, he was COO of Axis Stars, an online platform for elite sportsmen and women. Mr. Jay was also the CEO of Spencer Chase, a media company focused on the Chinese media market, where he successfully launched the "Beijing Journal," a luxury travel magazine. He was also a strategy advisor to the Shenzhen Stock Market. Mr. Jay is a graduate of the London School of Economics. Mark White, chief executive officer of Touchpoint, stated, "We are delighted to welcome Nalin to the board. His impressive sports industry experience and strong business acumen will be invaluable as we position Touchpoint to become a leading media and digital technology holding company. Touchpoint is a robust fan engagement platform designed to enhance the fan experience and drive commercial aspects of the sports and entertainment sectors through digital engagement including streaming media. We believe Nalin will be a tremendous asset as we enter the next phase of our growth. I would also like to thank Richard Vos for his significant contributions to the Company." 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. Effective Sept. 26, 2019, the Company changed its corporate name from One Horizon Group, Inc. to Touchpoint Group Holdings Inc. 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. 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. 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: Cohne Kinghorn Okayed as Bankr. Counsel ---------------------------------------------------------------- Treeside Charter School sought and obtained permission from the U.S. Bankruptcy Court for the District of Utah to employ George Hofmann and the firm of Cohne Kinghorn, P.C. as its general bankruptcy counsel. The Debtor selected Cohne Kinghorn to serve as its counsel because its attorneys have extensive experience and knowledge of bankruptcy, business reorganization, and debtor/creditor matters. The Debtor said the firm's services are necessary to enable the Debtor to reorganize, restructure, and/or conduct a controlled liquidation of its business in these proceedings. Cohne Kinghorn may be required to render all or some of these services to the Debtor: A. Preparing on behalf of the Debtor any necessary motions, applications, answers, orders, reports and papers as required by applicable bankruptcy or non-bankruptcy law, dictated by the demands of the case, or required by the Court, and to represent the Debtor in proceedings or hearings related thereto; B. Assisting the Debtor in analyzing and pursuing possible reorganization possibilities; C. Assisting the Debtor in analyzing and pursuing any proposed dispositions of assets of the Debtor's estate; D. Reviewing, analyzing and advising the Debtor regarding claims or causes of action to be pursued on behalf of its estate; E. Assisting the Debtor in providing information to creditors and shareholders; F. Reviewing, analyzing and advising the Debtor regarding retention of professionals and any fee applications or other issues involving professional compensation in the Debtor's case; G. Preparing and advising the Debtor regarding any Chapter 11 plan filed by the Debtor and advise the Debtor regarding Chapter 11 plans that may be filed by other constituents in the Debtor's case; H. Assisting the Debtor in negotiations with various creditor constituencies regarding treatment, resolution and payment of the creditors' claims in this case; I. Reviewing and analyzing the validity of claims filed in this case and advising the Debtor as to the filing of objections to claims, if necessary; and J. Performing all other necessary legal services as may be required by the needs of the Debtor in the case. Cohne Kinghorn's customary hourly rates in matters of this type are subject to change annually in accordance with the firm's general billing procedures. The range of current hourly billing rates for attorneys and paralegals are: Shareholders: $250-$400 Associates: $180-$195 Paralegals: $100-125 To the best of the Debtor's knowledge, Cohne Kinghorn and its attorneys are disinterested persons as provided in Bankruptcy Code Section 101(14) and 327, and do not represent or hold an interest adverse to the interests of the Debtor or its estate. The firm may be reached at: George Hofmann, Esq. Jeffrey L. Trousdale, Esq. Cohne Kinghorn, P.C. 111 East Broadway, 11th Floor Salt Lake City, UT 84111 Tel: (801) 363-4300 About Treeside Charter School Treeside Charter School filed a voluntary Chapter 11 Petition (Bankr. D. Utah Case No. 19-28378) on November 12, 2019. The Debtor listed $1 million to $10 million in both assets and liabilities. The Debtor is represented by George Hofmann, Esq. and Jeffrey L. Trousdale, Esq., at Cohne Kinghorn, P.C. TROY LANGSTON: Allowed to Use Cash Collateral on Final Basis ------------------------------------------------------------ Judge D. Sims Crawford of the U.S. Bankruptcy Court for the Northern District of Alabama authorized Troy Langston Enterprises LLC to use cash collateral on a final basis. Automotive Finance Corporation financed the purchase of certain vehicles by the Debtor under the AFC Note in which the Debtor remains in possession and in which AFC asserts a first priority, properly perfected security interest. AFC asserts that the amount due and owing from the Debtor to AFC under the AFC Note was approximately $87,000, exclusive of fees and interest permitted under the AFC Note. The Debtor acknowledges that prior to the Petition Date, City Auto Finance, LLC financed the purchase of certain vehicles by the Debtor under the CAF Note in which the Debtor remains in possession and in which CAF asserts a first priority, properly perfected security interest. As of the Petition Date, CAF asserts that the amount due and owing from the Debtor under the CAF Note was approximately $90,377. The Debtor will provide the Secured Creditors with adequate protection as follows: (i) The Debtor may sell any AFC Secured Vehicle and any CAF Secured Vehicle for an amount sufficient to pay AFC or CAF, as the case may be, the full amount owing on that vehicle as of the date of sale and as indicated in the records of the respective creditor. Absent written permission from the Secured Creditor, the Debtor may not sell a Secured Vehicle for less than the Payoff Amount, and the Debtor may not dispose of any Secured Vehicle through trade. (ii) Upon the sale of a Secured Vehicle, all proceeds from the sale of such vehicle will be deposited into the respective Secured Creditor's Adequate Protection Account. Notwithstanding the deposit of the Payoff Amount, interest, fees, and other charges due on a Secured Vehicle sold by the Debtor shall continue to accrue under the AFC Note and the CAF Note until such time as the Secured Creditor actually receives payment on such vehicle. No funds other than proceeds from the sale of a Secured Creditor's Secured Vehicles will be deposited into that creditor's Adequate Protection Account. (iii) Within 24 hours of receipt of the proceeds from the sale of any Secured Vehicle, the Debtor will remit the Payoff Amount to the applicable Secured Creditor. The Debtor will be entitled to use all proceeds over and above the Payoff Amount for ordinary operating expenses pursuant to approved operating budgets. (iv) Upon the sale of a Secured Vehicle, the Debtor will provide written documentation to the applicable Secured Creditor that, in that creditor's discretion, verifies the final sale of such vehicle, and within two business days of such verification the creditor shall provide the Debtor with the title to the vehicle. The Secured Creditors will otherwise retain all vehicle titles. (v) Other than for routine maintenance and test-drives during normal business hours, the Debtor will not allow any Secured Vehicle to leave its premises until receipt of title from the Secured Creditor. (vi) Each of the Secured Creditors is hereby granted a replacement lien in all property and assets of any kind and nature in which Debtor has an interest, whether real or personal, tangible or intangible, wherever located, now-owned or hereafter-acquired or arising and all proceeds, products, rents and profits thereof, including the proceeds, products, rents and profits of all of the foregoing with the same priority, validity, and extent as the Secured Creditor's prepetition liens. (vii) By 1 p.m. every other Monday, the Debtor will provide a designated representative at the local branch of each Secured Creditor with (a) a written report regarding each Secured Vehicle sold or otherwise disposed of in the previous week, including the date of such sale, an identification of such vehicle, and the sale price of such vehicle; (b) a written report regarding each Secured Vehicle still owned by the Debtor and the location and any change in condition of such vehicle; and (c) a report of the balance in the Secured Creditor's Adequate Protection Account, including a listing of all deposits and withdrawals. About Troy Langston Enterprises Troy Langston Enterprises, LLC, is engaged in car dealership and does business in Alabaster, Alabama. The Company currently has open floor plans with City Auto Finance, AFC and Carbucks. It sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 19-03797) on Sept. 17, 2019 in Alabama. The petition was signed by Troy Langston, owner. At the time of filing, the Debtor was estimated to have under $50,000 in assets and $100,000 to $500,000 in debt. Stephen H. Jones, Esq., represents the Debtor. ULSTER BUSINESS COMPLEX: Employs Penachio Malara as Counsel ----------------------------------------------------------- Ulster Business Complex, LLC, seeks permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Penachio Malara, LLP, as its Chapter 11 counsel. The Debtor is in the business of owning a parcel of property at 300 Enterprise Drive, Kingston, NY 12401. The Property is developed with an office building which is currently vacant and mothballed. The Debtor filed for bankruptcy relief on an emergency basis to avoid imminent threat of foreclosure by the County of Ulster for unpaid real property taxes. The County may have completed a foreclosure prior to the Chapter 11 filing in which the Debtor will explore vacating any sale and change of ownership. The Debtor's goal in this proceeding is to sell the Property and propose a viable Chapter 11 plan which enables it to pay all creditors and to emerge from bankruptcy. The Debtor requires the professional services of the Firm to: a) Assist in the administration of its Chapter 11 proceeding, the preparation of operating reports and complying with applicable law and rules; b) Set a bar date and review claims; c) Assist with the sale of the Property; d) Assist in issues involving the County; and e) Assist in reorganizing and confirming a Chapter 11 plan or implementing an alternative exit strategy. The Firm intends to bill the Debtor at the following rates: Anne Penachio - $475.00 per hour; Francis Malara - $475.00 per hour; Paralegal - $200.00 per hour. The Firm attests that it does not represent any interest adverse to the interest of the Debtor or its estate upon which it is to be engaged. The Firm has no relationship with the Office of the United States or any of its staff. The firm may be reached at: Anne Penachio, Esq. PENACHIO MALARA, LLP 245 Main Street Suite 450 White Plains, NY 10601 Tel: (914) 946-2889 About Ulster Business Complex Ulster Business Complex, LLC, filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19- 36774) on November 3, 2019. The Debtor listed $1 million to $10 million in both assets and liabilities. The Debtor is represented by Anne Penachio, Esq., at Penachio Malara, LLP. USA DRILLING: Proposed Sale of Two Parcels of Cumberland Land OK'd ------------------------------------------------------------------ Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the Western District of Kentucky authorized U.S.A. Drilling Co., Inc.'s private sale of two parcels of land in Cumberland County, being a portion of the property described in deed dated Jan. 8, 2008, of record in Deed Book 133, Page 284 in the office of the Cumberland County Court Clerk. All usual and customary costs and expenses associated with the sale, such as real estate taxes, title examination, closing costs, deed tax, and recording fees will be paid from the proceeds of the sale. The Debtor will retain $975 from the sales proceeds to be held for quarterly fee obligations due and owing to the United States Trustee and will immediately pay said sum to the United States Trustee. All the lienholders on the property will be paid in their proper order of priority as follows: (i) Cumberland County Taxes for unpaid ad valorem taxes; (ii) Taxmerchants, LLC, pursuant to Certificate of Delinquency for ad valorem taxes; and (iii) People's Bank and Trust Co., secured by two mortgages. The sale is free and clear of all liens and claims pursuant to 11 U.S.C. Section 363 and that after the closing of the sale and recordation of the Order, the Order will operate to release all known and unknown liens on the subject property only, including the mortgage to Peoples Bank & Trust of record in Mortgage Book X-3, Page 222 and Mortgage Book S-5, Page 286 in the office of the Cumberland County Court Clerk. A certified copy of the electronic order of the Court will be filed of record by the Cumberland County Court Clerk's Office, and that the Cumberland County Court Clerk's Office will partially release the property only from the liens listed upon the recording of the Order, and upon the recording of the Deed of Conveyance from the Debtor to the Purchasers. About U.S.A. Drilling Company U.S.A. Drilling Company, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-10825) on Aug. 8, 2019. At the time of the filing, U.S.A. Drilling was estimated to have assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge Joan A. Lloyd. U.S.A. Drilling is represented by Robert C. Chaudoin, Esq., at Harlin Parker. VALUESETTERS INC: Says Substantial Going Concern Doubt Exists ------------------------------------------------------------- Valuesetters Inc. filed its quarterly report on Form 10-Q, disclosing net income of $542,451 on $716,993 of revenues for the three months ended Oct. 31, 2019, compared to a net loss of $20,355 on $68,722 of total net revenue for the same period in 2018. At Oct. 31, 2019, the Company had total assets of $2,192,922, total liabilities of $1,554,223, and $638,699 in total stockholders' equity. The Company's management has determined, based on its recent history and its liquidity issues that it is not probable that management's plan will sufficiently alleviate or mitigate, to a sufficient level, the relevant conditions or events. Accordingly, the management has concluded that there is substantial doubt about the Company's ability to continue as a going concern within one year after the issuance date of these financial statements. A copy of the Form 10-Q is available at: https://is.gd/NgiYIo Valuesetters Inc. provides consulting, subscription, advertising, and boutique advisory services. It also sells digital goods through its Internet and mobile device platforms in the media and entertainment markets. The company was formerly known as DBS Investments, Inc. and changed its name to Valuesetters, Inc. in December 2003. Valuesetters, Inc. was incorporated in 1984 and is based in Boston, Massachusetts. VERTIV GROUP: S&P Puts 'B' ICR on Watch Positive on GS Acquisition ------------------------------------------------------------------ S&P Global Ratings placed its ratings, including its 'B' long-term issuer credit rating, on Vertiv Group Corp. on CreditWatch with positive implications. Equity capital raised could deleverage the capital structure. The CreditWatch placement follows the company's announced acquisition by GS Acquisition Holdings Corp. (GSAH) in a cash and equity transaction. S&P expects the total acquisition value to exceed $5 billion, including the assumption of debt. Because GSAH has $705 million cash ($690 million via its June 2018 IPO) and raised an additional $1.2 billion through a series of private placement in public equity (PIPE) offerings, S&P believes Vertiv's debt will be meaningfully reduced as most of these funds will be used for deleveraging. It expects the transaction to close in the first quarter of 2020, likely in early February. The CreditWatch placement reflects S&P's view of the potential improvement to Vertiv's credit profile and S&P's ratings following the acquisition. S&P believes there will be significant debt repayment that strengthens the firm's pro forma credit measures. A modest upgrade would depend not only on the magnitude of the debt repayment, but also on whether Vertiv's equity owners intend to keep leverage at less than 5x, which S&P sees as appropriate for a higher rating. If there is sufficient uncertainty regarding the latter, the rating agency may resolve the CreditWatch by affirming the ratings and revising the outlook to stable. S&P will also reassess its recovery ratings on the debt issues given the anticipated meaningful amount of debt reduction. S&P expects to resolve the CreditWatch placement after the transaction closes in the first quarter of 2020. VRIO CORP: Fitch Withdraws BB+ LT IDRs Over Lack of Information --------------------------------------------------------------- Fitch Ratings withdrawn the ratings of Vrio Corp., including the Long-Term Local Currency and Foreign Currency Issuer Default Ratings of 'BB+'/Outlook Stable, and the rating on Vrio Finco 2 Inc.'s senior unsecured debt. Fitch has withdrawn the ratings due to a lack of information, as well as for commercial reasons. Fitch issued first-time ratings on the company in March 2018, in advance of its bond issuance and planned IPO. The company was not spun-off from parent AT&T (A-/Stable), and the bond issuance was repaid. The ratings were withdrawn with the following reason due to a lack of information and for commercial purposes. KEY RATING DRIVERS Fitch does not have sufficient financial information to maintain the ratings. WANSDOWN PROPERTIES: Seeks Combined Hearing on 100% Plan -------------------------------------------------------- Debtor Wansdown Properties Corporation N.V. submitted its application for entry of an order preliminarily approving the Disclosure Statement for its Chapter 11 Plan dated Dec. 2, 2019. Prior to the Petition Date, the Debtor entered into a Residential Contract of Sale dated Sept. 25, 2019 with 29 Beekman Corp. for the sale of the Debtor's real property located at 29 Beekman Place, New York, New York 10022. Pursuant to the Purchase Agreement, the Purchaser has agreed to (i) pay the purchase price of $10,300,000; (ii) close on the sale of the Property on or before Jan. 31, 2020; (iii) deliver a cash deposit of $1,030,000, which the Purchaser has delivered; (iv) and purchase the Property "as is," being fully aware of the physical condition of the Property and its state of repair. Pursuant to the Plan, the Property will be sold to the Purchaser in accordance with the terms of the Purchase Agreement. The proceeds from the sale of the Property will be sufficient to pay in full all allowed administrative and other unclassified claims, as well as the claims of creditors in Class 1 (Other Priority Claims), Class 2 (Real Property Tax Claims), Class 3 (Secured Claims), and Class 4 (General Unsecured Claims). Because the Plan provides for 100% distribution to all creditors, the Debtor requests a combined hearing to consider final approval of the Disclosure Statement and confirmation of the Plan. The Court has indicated that it will enter an order preliminarily approving the Disclosure Statement and scheduling a combined hearing for Jan. 14, 2020. The proposed Confirmation Hearing date will also allow the Debtor and the Purchaser sufficient time to close on the sale of the Property by the closing deadline set forth in the Purchase Agreement. Therefore, it is necessary for the Debtor to obtain entry of a confirmation order as expeditiously as possible in this case. A full-text copy of the Motion is available at https://tinyurl.com/rybjm33 from PacerMonitor.com at no charge. The Debtor is represented by: RUBIN LLC Paul A. Rubin Hanh V. Huynh 345 Seventh Avenue, 21st Floor New York, New York 10001 Tel: 212.390.8054 Fax: 212.390.8064 E-mail: prubin@rubinlawllc.com hhuynh@rubinlawllc.com About Wansdown Properties Wansdown Properties Corporation, N.V., owner of the property at 29 Beekman Place, New York, New York 10022, sought for protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-13223) on Oct. 8, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Stuart M. Bernstein. RUBIN LLC, is the Debtor's counsel. WHITING PETROLEUM: S&P Alters Outlook to Neg., Affirms 'BB-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed the 'BB-' issuer credit rating on Whiting Petroleum Corp., a Denver-based crude oil and natural gas exploration and production (E&P) company. At the same time, S&P affirmed its 'BB+' issue-level rating on the company's senior secured debt. The recovery rating remains '1', indicating S&P's expectation of very high (90%-100%; rounded estimate: 95%) recovery of principal in the event of a payment default. The rating agency also affirmed its issue-level 'BB-' rating on the company's senior unsecured debt. The recovery rating remains '4', indicating S&P's expectation of average (30%-50%; rounded estimate: 40%) recovery of principal in the event of a payment default. S&P revised its rating outlook to negative to reflect the risk that liquidity could deteriorate if Whiting cannot refinance a meaningful portion of its upcoming 2020 and 2021 debt maturities in a timely and constructive manner, resulting in the full amount being placed on its credit facility. While it recognizes the company is able to repay essentially the full $1 billion of these debt maturities using its credit facility, the rating agency would see this as a shorter-term temporary fix rather than a longer-term solution. It would result in a heavily-drawn credit facility and tighter liquidity. "The negative outlook reflects the refinancing risk given the company's upcoming debt maturities, particularly its 2021 notes, and the potential for a downgrade if liquidity or leverage deteriorate. Although S&P recognizes that Whiting has the capacity to repay its 2020 and 2021 debt maturities using its credit facility, the rating agency believes a more permanent solution would require issuing new debt. This could be difficult given market conditions and the yields on Whiting's unsecured debt. It expects FFO to debt to average about 30% over the next 12 months, assuming average West Texas Intermediate (WTI) crude prices of $55/bbl. "We could lower the rating if Whiting cannot secure a more permanent refinancing solution for its 2021 notes by mid-March 2020, when the debt becomes current, which could result in a highly drawn credit facility. We could also downgrade the company if FFO to debt weakens such that it approaches 20% for a sustained period, which we believe would most likely occur if regional pricing in the Williston Basin continues to be soft and if the company does not generate free cash flow per our expectations," S&P said. "We could revise the outlook to stable if the company addresses its 2021 debt maturity in a timely and constructive manner and if leverage metrics strengthen, including FFO to debt well above 30%, for a sustained period. In addition, we would like to see consecutive quarters of positive free cash flow," the rating agency said. WOK HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings revising the outlook on U.S.-based Asian-themed restaurant operator Wok Holdings Inc. (parent of P.F. Chang's China Bistro Inc.) to negative from stable and affirmed the 'B' issuer credit rating. At the same time, S&P affirmed its 'B' issue-level rating on the company's first-lien facilities. The '3' recovery rating is unchanged. The outlook revision reflects Wok Holdings' recent underperformance and the risk of ongoing performance problems in light of unfavorable industry conditions and cost pressures. S&P previously anticipated margin improvement following Wok Holdings' purchase by TriArtisan Capital Partners and Paulson & Co. given the spinoff of underperforming Pei Wei Asian Kitchen to Centerbridge Partners. However, Wok Holdings continues to face margin pressure from rising labor costs, promotion to drive customer traffic, and declining dine-in sales. The company's efficiency initiatives, including labor scheduling, food sourcing, and overhead cost management are key to stabilizing performance while it executes strategic initiatives to turn around its underperforming dine-in segment. The company also anticipates focusing on off-premise dining growth to expand sales. The negative outlook reflects S&P's expectation that operating performance will remain pressured over the next several quarters. S&P believes there is an elevated risk that efficiency initiatives, stepped-up marketing efforts, and expanded off-premise dining infrastructure could be challenged by intensifying competitive pressures in the restaurant industry and the rating agency's forecast for decelerating U.S. economic growth next year. "We could consider a downgrade if operating performance and credit measures deteriorated meaningfully below our base-case expectations, such that leverage was in the 6x area on a sustainable basis," S&P said. This could occur if the company's operating initiatives failed to resonate with customers, dine-in comparable sales failed to stabilize, and competition heightened, resulting in a low-single-digit percentage decline in comparable sales and EBITDA margin contraction of 100 basis points (bps) or more. This would indicate persistent profit volatility and a potentially weaker business profile, according to the rating agency. "We could revise the outlook to stable if the company executed its operating initiatives and stabilized performance in its dine-in segment, while also profitably expanding its off-premise dining operations. This would likely be reflected by sales growth in the low- to mid-single-digit percentage range and an adjusted EBITDA margin expansion of 100 bps or more compared with our forecast, resulting in leverage in the low-5x area," the rating agency said. WPX ENERGY: Moody's Puts Ba3 CFR on Review for Upgrade ------------------------------------------------------ Moody's Investors Service placed the ratings of WPX Energy, Inc. under review for upgrade following the announcement that it had entered into a definitive agreement to acquire Felix Energy (unrated). The purchase consideration is $2.5 billion, consisting of $900 million in cash and $1.6 billion in stock issued to the seller. WPX will not assume any debt as part of the transaction. Upgrades: Issuer: WPX Energy, Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 On Review for Upgrade: Issuer: WPX Energy, Inc. Probability of Default Rating, Placed on Review for Upgrade, currently Ba3-PD Corporate Family Rating, Placed on Review for Upgrade, currently Ba3 Senior Unsecured Shelf, Placed on Review for Upgrade, currently (P)B1 Senior Unsecured Notes, Placed on Review for Upgrade, currently B1 (LGD5) Outlook Actions: Issuer: WPX Energy, Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The ratings review for upgrade reflects Moody's expectation that the Felix Energy acquisition will positively impact WPX's asset profile, increase its scale, boost its profit margins and contribute to positive free cash flow in 2020. The purchase will expand the company's scale and position in the Delaware basin, increasing its production by 60 Mboe/d, or 33 percent, and inventory locations by ~1,500. On a pro forma basis, WPX will have 184,000 net acres and 240.5 Mboe/d of production in the Permian Basin. The majority of Felix Energy's proved reserves are proved undeveloped. The acquired reserves' high overall liquids content and high oil content of production (~70%) furthers WPX's goal of liquids-focused production and improving margins. Moody's expects the company will realize operational and commercial synergies and have limited integration risks, given the proximity of the new assets to WPX's existing operations and little increase in general and administrative expenses associated with the acquired assets. WPX believes that current midstream contracts will provide for the gathering, processing and long-haul take away capacity required for the new assets. The acquisition valuation appears reasonable, with a purchase price multiple of 3.5x 2020 expected EBITDAX. The company estimated the acquired PDP value (at a $50 / bbl oil price) is ~72% of the purchase price. The implied price per acre is ~$12,000 per acre according to the company, which is well below average acreage acquisition deal values from 2016-2019. The funding of the $2.5 billion purchase price with almost two-thirds equity keeps the transaction largely leverage neutral and WPX will not assume any debt with the acquisition. The seller will own approximately 153 million WPX shares (27 percent of total outstanding shares) and hold two seats on the board of directors. The additional cash flow generated by the Felix Energy assets will more than cover the common dividend that WPX plans to initiate in the third quarter 2019 (~$15 million per quarter). Moody's expects WPX to generate positive free cash flow in 2020 at $50 / bbl WTI oil and retained cash flow to debt in excess of 50%. The company may apply free cash flow towards debt reduction or its continued opportunistic share repurchase program. Moody's expects to conclude the review following the closing of the acquisition, which is anticipated to be completed in the second quarter 2020. The transaction is subject to regulatory approval and the approval of WPX shareholders. Based on current information, the Corporate Family Rating and ratings on the existing notes are likely to be upgraded by one notch at the conclusion of the review, resulting in a Ba2 CFR and Ba3 ratings on the senior unsecured notes. WPX is expected to continue to maintain relatively conservative financial policies, including the planned initiation of a modest dividend in 2020 and continued periodic share repurchases funded with free cash flow. Moody's also expects the company to remain disciplined in its capital allocation and growth aspirations. The seller of Felix Energy is a private equity firm and will have two seats on WPX's board of directors, and Moody's will evaluate any potential implications for the company's governance going forward as part of the ratings review. WPX's SGL-1 Speculative Grade Liquidity Rating reflects very good liquidity through 2020, supported by Moody's expectation the company will generate positive free cash flow and availability under the undrawn $1.5 billion secured revolving credit facility due April 2023 ($37 million of letters of credit outstanding as of September 30, 2019). WPX will be able to fund planned capital spending in 2020 with cash flow from operations assuming a $55/bbl WTI crude oil price. The revolver borrowing base is $2.1 billion, but the commitments are set at $1.5 billion, which the company may seek to increase in conjunction with the Felix Energy acquisition. The revolver has two financial covenants: a maximum consolidated net leverage (Net Debt / EBITDAX) covenant of 4.25x and a minimum current ratio covenant of 1.0x. Moody's expects the company to have ample room for compliance with these covenants through 2020. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. 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