/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200113.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 13, 2020, Vol. 24, No. 12 Headlines 450 S. WESTERN: Case Summary & 20 Largest Unsecured Creditors ACRO BIOMEDICAL: Incurs $371K Net Loss for Year Ended Sept. 30 AEMETIS INC: Buys All Capital Stock of GAFI from Michael Peterson AIM INDUSTRIES: Seeks to Hire Buddy D. Ford as Legal Counsel APELLIS PHARMACEUTICALS: Prices 9.5M Shares Public Offering ASHLAND GLOBAL: S&P Rates EUR500MM Unsec. Notes 'BB+' ASTRIA HEALTH: Seeks Replacement Financing, Cash Collateral Access ATLANTIC CITY MUA: Moody's Ups Rating on Water Revenue Debt to Ba1 AUTOMATION PRECISION: Seeks Access to On Deck Cash Collateral BELLANO JEWELERS: Employs Porter & Company as Accountant BIOSTAR PHARMACEUTICALS: Nasdaq Files Form 25-NSE BREWSA BREWING: Seeks to Hire Weinberg Gross as Counsel CASINO REINVESTMENT: Moody's Affirms Ba2 Rating on Hotel Fee Bonds CASTLE INTERMEDIATE: S&P Assigns 'B' ICR; Outlook Negative CELESTIAL CHURCH: Has Until Jan. 14 to File Plan & Disclosures CENSO LLC: Seeks to Hire Corey B. Beck as Attorney CHAMBERS OF TUCSON MALL: Seeks to Use Cash Collateral Thru Feb. 29 CHESAPEAKE ENERGY: Moody's Alters Outlook on Caa1 CFR to Stable CLAAR CELLARS: Voluntary Chapter 11 Case Summary CLOVER TECHNOLOGIES: Court OKs Use of Lenders' Cash Collateral CLOVER TECHNOLOGIES: Jan. 22, 2020 Plan & Disclosures Hearing Set CLOVER TECHNOLOGIES: Unsecureds to Be Reinstated in Prepack Plan CORT & MEDAS: Jan. 15 Hearing on Subordination Issues Set COUNTRY MORNING: Has Access to Cash Collateral Until Jan. 20 CULTIVATION STATION: Taps Darnell PLLC as Legal Counsel CYTODYN INC: Incurs $14.9 Million Net Loss in Second Quarter DAH-ON INC: Voluntary Chapter 11 Case Summary DANCEL LLC: Unsecureds Owed $3.6M to Split $1,000 Monthly for 5 Yrs DEAN FOODS: Committee Taps Berkeley as Financial Advisor DELCATH SYSTEMS: Has 68,556 Common Shares Outstanding as Jan. 6 DIFFUSION PHARMACEUTICALS: Sabby Volatility Reports 4.9% Stake DIJA HOLDINGS: Jan. 28, 2020 Plan Confirmation Hearing Set DORIAN LPG: BW Euroholdings Lowers Stake to 4.8% as of Jan. 7 DUN & BRADSTREET: Fitch Affirms B LongTerm IDR, Outlook Stable ELAS LLC: Seeks to Hire Business Tax Solution as Accountant EMPREQUEKAS LLC: Seeks to Hire Davis & Santos as Special Counsel EP ENERGY: Notes Trustee Questions $500K for Equity Holders FENCEPOST PRODUCTIONS: Jan. 29, 2020 Ch. 11 Status Conference Set FULL X TECH: Unsecureds With $1.79M Claims to Have 20.4% Recovery GENESIS ENERGY: Moody's Assigns B1 Rating to New Unsec. Notes GRANITE VALLEY: Gets Interim Cash Access, May Market Property H & S TOWING: Seeks to Hire Craig A. Diehl as Special Counsel HOUSTON GRANITE: May Use Cash Collateral Thru March 2020 HUBILU VENTURE: Incurs $42,208 Net Loss for Quarter Ended Sept. 30 IMPERIAL SIGNATURE: Has Until Feb. 10 to File Plan & Disclosures INSPIRED CONCEPTS: Voluntary Chapter 11 Case Summary IOTA COMMUNICATIONS: To Complete 2nd Closing Under APA on Jan. 17 JAUREGUI TRUCKING: Gets Interim Authority to Use Cash Collateral JIM'S DISPOSAL: Voluntary Chapter 11 Case Summary JT MEAT & GROCERY: Voluntary Chapter 11 Case Summary KRISU HOSPITALITY: Court Extends Interim Cash Collateral Use KRS GLOBAL: Case Summary & 20 Largest Unsecured Creditors LAREDO PETROLEUM: S&P Rates New $450MM Senior Unsecured Notes 'B+' LAZER CONSTRUCTION: Reorganization Plan to Pay Creditors in Full LIVING EPISTLES: Gets Interim Approval to Use Cash Collateral M & M AUTO: Court Denies Cash Collateral Use on Final Basis M/I HOMES: S&P Rates New $350MM Senior Unsecured Notes 'BB-' MATRIX INDUSTRIES: Seeks to Hire Shafferman & Feldman as Counsel MAVENIR SYSTEMS: Moody's Affirms B2 CFR, Outlook Stable MAVERICK US: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable MAXIMUM ELITE: Case Summary & 20 Largest Unsecured Creditors MBLA LLC: Seeks to Hire Neil Crane as Legal Counsel MDLK DEVELOPMENT: Supplements Proposed Sale of Real Property MEDICAL DIAGNOSTIC: Seeks to Use Western Alliance Cash Collateral MERIDIAN MARINA: Has Permission to Use Cash Collateral MILLMAC CORPORATION: Seeks to Hire Junktiques as Auctioneer MJ HOLDINGS: Has $2.1-Mil. Net Loss for Quarter Ended Sept. 30 MONTICELLO PIZZA: Has Access to Cash Collateral for 3 Stores MOONLIGHT AUTOMOTIVE: Has Cash Access, Jan. 30 Final Hearing Set MOONLIGHT AUTOMOTIVE: Seeks to Use First Financial Cash Collateral MURRAY ENERGY: Committee Taps Moelis as Investment Banker NSG HOLDINGS: Moody's Affirms Ba1 Rating on $514MM Sec. Notes OUTLOOK THERAPEUTICS: Sabby Mgt. Reports 1.79% Equity Stake PETROLIA ENERGY: Incurs $413,600 Net Loss for March 31 Quarter PGT INNOVATIONS: Moody's Rates New $50MM Unsec. Notes due 2026 B2 PHILMONT AVENUE: Receiver Seeks to Hire Sills Cummis as Counsel PIER 1 IMPORTS: Charles Schwab Investment Reports 11.1% Stake PIER 1 IMPORTS: Moody's Lowers CFR to Ca & Alters Outlook to Neg. PLATINUM OILFIELD: Seeks Court Approval to Hire Bankruptcy Attorney REAVANS ANNEX: Seeks Authority to Use Thrive Cash Collateral REAVANS GILBERT: Seeks Authority to Use Cash Collateral REAVANS GILBERT: Thrive Lending Prohibits Use of Cash Collateral ROMA USA: Seeks to Hire Scroggins & Williamson as Legal Counsel ROVIG MINERALS: Trustee Hires Brian Stewart as Consultant ROVIG MINERALS: Trustee Hires NuGulf as Contract Operator ROVIG MINERALS: Trustee Hires Taylor Porter as Counsel S.A.S.B. INC: Seeks to Hire Wicks Brown as Accountant SETTLERS JERKY: Gets Access to Cash Collateral Thru May 31, 2020 SETTLERS JERKY: Seeks Cash Collateral Access Thru End of May 2020 SOUTHERN UTAH: Seeks to Hire Schmutz & Mohlman as Counsel STG-FAIRWAY HOLDINGS: Moody's Assigns B2 CFR, Outlook Stable SUNDOG STRUCTURES: Seeks to Hire Think Equity as Financial Advisor TAKING KIDZ: Seeks to Hire Nelson M. Jones III as Counsel TARRANT COUNTY: Hires Gilmore & Bell as Special Counsel TAYLOR SMITH: Seeks to Hire Corral Tran Singh as Legal Counsel THOMAS HEALTH: Case Summary & 30 Largest Unsecured Creditors TROIANO TRUCKING: May Use Cash Collateral Thru March 6, 2020 UNIT CORP: Vanguard Group Has 5.3% Stake as of Dec. 31 VENUS CONCEPT: Madryn Asset Mgt. Has 6.3% Stake as of Nov. 7 VETERINARY CARE: Fuqua Represents Veterinarian Creditors VETERINARY CARE: Hires Gordian Group as Investment Banker WESTWIND MANOR: Hires National Land as Real Estate Broker [^] BOND PRICING: For the Week from January 6 to 10, 2020 ********* 450 S. WESTERN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: 450 S. Western, LLC a California limited liability company 450 South Western Ave., #201 Los Angeles, CA 90020 Business Description: 450 S. Western, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: January 10, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-10264 Judge: Hon. Ernest M. Robles Debtor's Counsel: Aram Ordubegian, Esq. ARENT FOX LLP 555 West Fifth Street, 48th Floor Los Angeles, CA 90013-1065 Tel: 213-629-7400 E-mail: Aram.Ordubegian@arentfox.com Debtor's Financial Advisor: WILSHIRE PARTNERS OF CA, LLC Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million The petition was signed by Richard J. Laski, chief restructuring officer. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/wlaLXP List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Belmont Two Loan $11,884,341 Investments Holdings LLC and Admire Capital Lending, LLC c/o S. Young Lim, Esq. 3530 Wilshire Blvd., Suite 1300 Los Angeles, CA 90010 2. BMB Medical Security Deposit $16,100 450 S. Western Ave. #205 Los Angeles, CA 90020 3. Bornga Security Deposit $30,851 450 S. Western Ave. #308-312 Los Angeles, CA 90020 4. Buet Security Deposit $9,422 450 S. Western Ave. #305 FC3 Los Angeles, CA 90020 5. David S. Kim & Associates Services $274,672 3731 Wilshire Blvd. Rendered #910 Los Angeles, CA 90010 6. Eunice Y. Tak Lost Wages $90,000 c/o Dan Lee METAL Law Group, LLP 725 S. Figueroa St. Suite 3065 Los Angeles, cA 90017 7. Gaju Nail Security Deposit $12,560 450 S. Western Ave., #201 Los Angeles, CA 90020 8. Hyung Hoon Security Deposit $9,576 450 S. Western Ave. #305 FC1 Los Angeles, CA 90020 9. JD Plumbing Development, Inc. Services $18,900 6705 Waring Ave. #1 Rendered Los Angeles, CA 90038 10. King Donkatsu Security Deposit $10,688 450 S. Western Ave. #305 FC4 Los Angeles, CA 90020 11. Kirsch Kohn & Bridge LLP $9,731 21550 W. Oxnard St. #200 Woodland Hills, CA 91367 12. Kreation Enterprise Corp. Security Deposit $31,488 450 S. Western Ave., #201 Los Angeles, CA 90020 13. Mealtop Security Deposit $9,723 450 S. Western Ave., #307 Los Angeles, CA 90020 14. New Creation Engineering Services $350,000 and Builders, Inc. Rendered 17809 Clark Ave. Bellflower, CA 90706 15. One Stop Financial Judgment $93,167 Consulting, Inc. c/o Kim, Shapiro, Park & Lee APLC 3435 Wilshire Blvd. #2050 Los Angeles, CA 90010 16. Philmont Management Inc. Services $1,835,561 3450 Wilshire Blvd Rendered #850 Los Angeles, CA 90010 17. Sino-US Investment EB-5 Fees $4,187,958 and Management Consultant Limited c/o Felix Woo Dentons US LLP 601 South Figueroa Street, Ste 2500 Los Angeles, CA 90017 18. SoCal Lien Solution, LLC Services $21,800 c/o Sagar Parikh Rendered Beverly Hills Law Corp. 433 N. Camden Drive, 6th Floor Beverly Hills, CA 90210 19. Square Mixx LA, Inc. Lease Claim $3,000,000 c/o Dan Lee METAL Law Group, LLP 725 S. Figueroa St., Suite 3065 Los Angeles, CA 90017 20. Ye Teahouse Security Deposit $11,360 450 S. Western Ave., #315 Los Angeles, CA 90020 ACRO BIOMEDICAL: Incurs $371K Net Loss for Year Ended Sept. 30 -------------------------------------------------------------- Acro Biomedical Co., Ltd., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $370,747 on $1,354,000 of revenues for the year ended Sept. 30, 2019, compared to a net income of $419,660 on $8,014,500 of revenues for the year ended in 2018. The audit report of Prager Metis CPAs, LLC states that the Company had limited cash as of September 30, 2019, had limited gross profit and incurred a loss from its operations for the year ended September 30, 2019. These circumstances, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2019, showed total assets of $1,069,464, total liabilities of $195,792, and a total stockholders' equity of $873,672. A copy of the Form 10-K is available at: https://is.gd/F9ha0O Acro Biomedical Co., Ltd., a development stage company, intends to develop and market nutritional products. It also sells cordycepin and cordyceps powder. The Company was formerly known as Killer Waves Hawaii, Inc. and changed its name to Acro Biomedical Co., Ltd. in January 2017. Acro Biomedical Co., Ltd. was founded in 2014 and is based in Fishers, Indiana. AEMETIS INC: Buys All Capital Stock of GAFI from Michael Peterson ----------------------------------------------------------------- Aemetis, Inc., exercised on Dec. 31, 2019, its option to purchase all, but not less than all, of the capital stock of Goodland Advanced Fuels, Inc. owned by Michael L. Peterson, the sole shareholder of GAFI, for aggregate consideration of $10.00. On July 10, 2017, the Company entered into an option agreement with GAFI and Mr. Peterson, pursuant to which Mr. Peterson granted to the Company an irrevocable option to purchase all, but not less than all, of the capital stock of GAFI owned by the Shareholder for a purchase price equal to $0.01 per share. GAFI's primary assets consist of a partially completed ethanol plant in Goodland, Kansas. As previously discussed in the Company's periodic reports, the Company has determined that, even prior to the purchase of the Shares, it had the power to direct the activities, and was the primary beneficiary, of GAFI. Accordingly, the assets, liabilities, and operations of GAFI were consolidated into those of the Company as presented in the financial statements and the accompanying notes filed by the Company with its periodic reports, including its Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2019 and its Annual Report on Form 10-K for the year ended Dec. 31, 2018. About Aemetis Headquartered in Cupertino, California, Aemetis -- http://www.aemetis.com/-- is an advanced renewable fuels and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products by the conversion of ethanol and biodiesel plants into advanced biorefineries. Founded in 2006, Aemetis owns and operates a 60 million gallon per year ethanol production facility in the California Central Valley near Modesto. Aemetis also owns and operates a 50 million gallon per year renewable chemical and advanced fuel production facility on the East Coast of India producing distilled biodiesel and refined glycerin for customers in India and Europe. Aemetis reported a net loss of $36.29 million for the year ended Dec. 31, 2018, following a net loss of $31.77 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $96.68 million in total assets, $58.48 million in total current liabilities, $184.95 million in total long term liabilities, and a total stockholders' deficit of $146.75 million. AIM INDUSTRIES: Seeks to Hire Buddy D. Ford as Legal Counsel ------------------------------------------------------------ AIM Industries, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Buddy D. Ford, P.A. as its legal counsel. The services that Buddy D. Ford will render include: a) analyzing the Debtor's financial situation; b) advising the Debtor of its powers and duties in the continued operation of the business and management of the property of the estate; c) preparing legal documents required by the court; d) representing the Debtor at the Section 341 creditors' meeting; e) advising the Debtor with respect to its irregularities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; f) representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan; and g) provide all other legal services. The firm will charge these hourly fees for the services of its attorneys and paralegals: Buddy D. Ford, Esq. $425 Senior Associate Attorneys $375 Junior Associate Attorneys $300 Senior Paralegal $150 Junior Paralegal $100 The firm received from the Debtor a pre-bankruptcy retainer of $2,000, a post-filing cost retainer of $21,283, and $1,717 for the filing fee. Buddy Ford, Esq., attests that his firm does not represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached at: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 Email: All@tampaesq.com Buddy@tampaesq.com Jonathan@tampaesq.com Heather@tampaesq.com About AIM Industries LLC Based in Riverview, Fla., AIM Industries, LLC filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 20-00031) on Jan 03, 2020, listing under $1 million in both assets and liabilities. Buddy D. Ford, P.A. is the Debtor's legal counsel. APELLIS PHARMACEUTICALS: Prices 9.5M Shares Public Offering ----------------------------------------------------------- Apellis Pharmaceuticals, Inc., has priced its underwritten public offering of 9.5 million shares of its common stock at a public offering price of $37.00 per share, for total gross proceeds of $351.5 million, before deducting underwriting discounts and commissions and expenses payable by Apellis. All of the shares in the offering are being sold by Apellis. In addition, Apellis has granted the underwriters a 30-day option to purchase up to 1.425 million additional shares of its common stock at the public offering price, less the underwriting discount and commissions. The offering is expected to close on Jan. 13, 2020, subject to customary closing conditions. Citigroup, J.P. Morgan and Evercore ISI are acting as joint book-running managers for the offering. Cantor Fitzgerald & Co. and Baird are acting as lead managers for the offering. The shares are being offered by Apellis pursuant to an automatically effective shelf registration statement that was filed with the Securities and Exchange Commission on Jan. 7, 2020. This offering is being made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and may be obtained for free by visiting the SEC's website at www.sec.gov. A final prospectus supplement relating to the offering will be filed with the SEC. When available, copies of the final prospectus supplement and the accompanying prospectus may also be obtained by contacting: Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-800-831-9146; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (866) 803-9204; or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 36th Floor, New York, NY 10055, telephone: (888) 474-0200, or email: ecm.prospectus@evercore.com. About Apellis Headquartered in Crestwood, Kentucky, Apellis Pharmaceuticals, Inc., is a clinical-stage biopharmaceutical company focused on the development of novel therapeutic compounds for the treatment of a broad range of life-threatening or debilitating autoimmune diseases based upon complement immunotherapy through the inhibition of the complement system at the level of C3. Apellis is the first company to advance chronic therapy with a C3 inhibitor into clinical trials. Apellis incurred net losses of $127.5 million in 2018, $51 million in 2017, and $27.12 million in 2016. As of Sept. 30, 2019, the Company had $466.35 million in total assets, $326.79 million in total liabilities, and $139.56 million in total stockholders' equity. The report of Ernst & Young, LLP, on the Company's financial statements as of and for the fiscal year ended Dec. 31, 2018, includes an explanatory paragraph stating that the Company has recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ASHLAND GLOBAL: S&P Rates EUR500MM Unsec. Notes 'BB+' ----------------------------------------------------- S&P Global Ratings raised its issue-level rating on Ashland Global Holdings Inc.'s unsecured debt to 'BB+' from 'BB' and revised its recovery rating to '3' from '5'. At the same time, S&P assigned its 'BB+' issue-level rating and '3' recovery rating to the company's proposed EUR500 million unsecured notes, which will be issued by subsidiary Ashland Services B.V. and guaranteed by Ashland Global Holdings Inc. and Ashland LLC. The improved recovery prospects for Ashland's unsecured lenders reflect the company's replacement of its secured revolver with a new unsecured revolver as well as the reduction in the size of the revolver's commitment to $600 million from $800 million. In addition to the new revolver, the company is issuing a $250 million unsecured delayed draw term loan A and a EUR500 million unsecured bond. Ashland has indicated that it will use the proceeds from the term loan and bond to partially refinance its existing debt. S&P recognizes that this transaction will improve the recovery prospects for the company's unsecured lenders, put pre-payable debt back in its capital structure, and provide it with modest interest cost savings. * S&P has updated its recovery analysis to reflect the company's capital structure following the proposed refinancing transactions. The recovery prospects for the unsecured lenders have improved due to the replacement of the secured revolver with an unsecured revolver and the reduction of its commitment to $600 million from $800 million. * S&P raised its issue-level rating on Ashland's unsecured debt to 'BB+' and revised the recovery rating to '3'. * At the same time, S&P assigned its 'BB+' issue-level rating and '3' recovery rating to the proposed EUR500 million unsecured notes due 2028. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. * S&P expects to withdraw its issue-level and recovery ratings on the secured revolver when the transaction closes. At that point, the company will no longer have any secured credit facilities. * S&P affirmed its 'BB+' issue-level rating on the company's subordinated debt. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. The rating agency caps its recovery rating on this debt at '3' because it does not notch up its recovery ratings on subordinated debt. * S&P values the company on a going-concern basis using a 6x multiple of the rating agency's projected emergence EBITDA. This multiple is 0.5x higher than the standard multiple S&P uses for most specialty chemicals companies given Ashland's leading market positions, good product, end-market, and geographic diversity, and solid and improving EBITDA margins, which are reflected in S&P's satisfactory assessment of its business risk profile. The multiple is in line with the multiples S&P uses for the company's peers with similar business risk profiles, such as H.B. Fuller Co. * S&P's simulated default scenario assumes Ashland's operating performance materially deteriorates in the wake of a protracted economic downturn that leads to a sustained decline in the end-market demand for its products. Given this scenario, its EBITDA margins would shrink and its EBITDA would decline to levels that are insufficient to cover its fixed-charge obligations, including interest expense, scheduled debt amortization, and maintenance capital expenditure." * The Hercules LLC debentures represent structurally senior claims (relative to Ashland's credit facilities and senior notes) against the portion of the recovery value S&P attributes to Hercules. Although the debentures are contractually subordinated, the contractual subordination applies only to Hercules' debt obligations. (Hercules only has a negligible amount of other debt outstanding and it doesn't guarantee Ashland's senior notes.) In addition, S&P understands that Ashland doesn't guarantee the Hercules debentures and those debentures have recourse only to Hercules. * Year of default: 2024 * EBITDA at emergence: $294 million * Implied enterprise value multiple: 6x * Net recovery value (after 5% administrative costs): $1.68 billion * Priority claims (includes Hercules liabilities): $400 million * Collateral value available to unsecured claims: $1.28 billion * Total unsecured debt claims: $2.46 billion * Recovery expectations for unsecured debt: 50%-70% (rounded estimate: 50%) Note: All debt amounts at default include six months of accrued prepetition interest. The collateral value equals asset pledge from obligors less priority claims plus equity pledge from nonobligors after nonobligor debt. ASTRIA HEALTH: Seeks Replacement Financing, Cash Collateral Access ------------------------------------------------------------------ Astria Health and its affiliates seek authorization from the U.S. Bankruptcy Court for the Eastern District of Washington to obtain replacement postpetition financing with similar terms as the original postpetition financing and to use cash collateral on the terms set forth in the DIP Facility and the DIP Order. Specifically, the Debtors wants to enter into a senior secured, superpriority replacement debtor-in-possession financing facility with Lapis Advisers, LP (as agent for the lender parties thereto), to replace the Original DIP provided by JMB Capital Partners Lending, LLC. The central purpose of the DIP Facility is to pay off the Original DIP that is scheduled to mature on Dec. 31, 2019 and avoid immediate payment of the Stated Maturity Date Fee of 8% of the Original DIP. The amount currently owing on the Original DIP is approximately $37,800,000. The 8% fee will be deferred to the new Maturity Date under the DIP Facility. In addition, the DIP Facility provides that the Debtor may borrow additional amounts to fund operational expenses up to $5,000,000. The DIP Facility is scheduled to mature on June 30, 2020, which the Debtors believe should provide sufficient time to obtain exit financing and/or sell assets and otherwise exit bankruptcy under a confirmable Chapter 11 Plan. As of the Petition Date, the Debtors collectively have a total of approximately $71.7 million of outstanding secured debt outstanding, held by (i) Banner Bank, (ii) MidCap Financial Trust as Agent for the MidCap Lenders (collectively, the "Paid Off Lenders"), (iii) UMB Bank, N.A. as the trustee for bondholders, certain entities affiliated with Lapis Advisers, LP, (iv) Lapis Advisers, LP, as agent for certain lenders, and (v) TIAA Commercial Finance, Inc., as successor to GE HFS LLC (collectively, the "Prepetition Secured Parties"). Pursuant to the Original DIP, the Debtors paid the Paid Off Lenders, and all of their claims have been satisfied. The significant terms of the DIP Facilities and the DIP Order are as follows: A. DIP Facility for a total of up to $40.8 million Committed Advances, which consists of Initial Funding of approximately $37.8 million to pay off the Original DIP plus other subsequent Committed Advances not to exceed a total of $2.5 million. A total of up to $2.5 million discretionary Additional Advances. B. All Advances will bear interest on the Daily Balance thereof at a rate equal to 12.00% per annum, paid monthly. Upon the occurrence and during the continuation of an Event of Default, all Obligations will bear interest on the Daily Balance thereof at a per annum rate equal to 5% points above the per annum rate otherwise applicable hereunder without any notice from DIP Lenders or any other Person. C. Maturity Date will be the earliest of (i) June 30, 2020; (ii) the effective date of a plan of reorganization; (iii) entry of an order converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or dismissing the Chapter 11 Cases; (iv) the closing of a Sale of all, or substantially all, the assets of all Borrowers; and (v) the acceleration of the outstanding Obligations or termination of the Commitment as a result of the occurrence and continuation of an Event of Default. D. Proceeds of the Advances may not be used for any purpose other than to pay (i) the Fees and Lender's Expenses, (ii) to pay in full the Outstanding Original DIP Facility and (iii) such other costs, expenses and fees for Borrowers' conduct of their respective businesses and operations and other post-Petition Date expenses, including the fees and expenses of the administration of the Borrowers' Chapter 11 Cases in accordance with the Budget. E. The DIP Lenders will be granted, continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected security interests in and liens on all DIP Collateral as collateral security for the prompt and complete performance and payment when due (whether at the Stated Maturity Date (i.e., June 30, 2020), by acceleration, or otherwise of the DIP Obligations, subject and subordinate to the Carve-Out. F. Adequate Protection: (a) Lapis 2017 Loan Adequate Protection Liens: The Bond Trustee will be granted, in an amount equal to the aggregate diminution in value of the interests in the Lapis 2017 Loan Collateral, a valid, perfected replacement security interest in and lien upon any and all assets subject (i) to the Lapis First Priority SHC Holdco Liens, subordinate to the Carve-Out, and (ii) to the Lapis 2017 Sunnyside Liens and Lapis 2017 A/R Liens, subordinate to the DIP Liens and the CarveOut. (b) Lapis 2019 Loan Adequate Protection Liens: The Lapis Agent will be granted, in an amount equal to the aggregate diminution in value of the interests in the Lapis 2019 Loan Collateral, a valid, perfected replacement security interest in and lien upon any and all assets subject (i) to the Lapis 2019 SHC Holdco Liens, subordinate to the CarveOut, and (ii) to the Lapis 2019 Sunnyside Liens and Lapis 2019 A/R Liens, subordinate to the DIP Liens and the Carve-Out. (c) The Lapis Agent and the Bond Trustee shall be granted an allowed superpriority administrative expense claim as provided in Section 507(b) of the Bankruptcy Code in the amount of their respective Adequate Protection Claim with priority in payment over any and all administrative expenses, which Claims will have recourse to and be payable from all pre- and post-petition assets of the Debtors and their estates. (d) The Debtors will contemporaneously provide the Lapis Secured Parties with any reporting provided to the DIP Lenders under the DIP Loan Agreement. 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. ATLANTIC CITY MUA: Moody's Ups Rating on Water Revenue Debt to Ba1 ------------------------------------------------------------------ Moody's Investors Service upgraded the rating on the Atlantic City Municipal Utilities Authority, NJ's water revenue debt to Ba1 from Ba3. The outlook has been revised to stable. RATINGS RATIONALE The upgrade to Ba1 reflects the improved credit profile of the City of Atlantic City (Ba3 stable) and the concomitant diminished risk to MUA bondholders for a dissolution or other unfavorable monetization of the MUA. The rating also reflects the authority's currently favorable debt service coverage supported by routine rate increases. The system has a low debt burden, sum-sufficient rate covenant, cash funded debt service reserve fund, however, the magnitude of future debt issuances is currently unknown and may be considerable. Because of the close connection between Atlantic City and the MUA, the Ba1 revenue rating is closely tied to the rating of the city. Typically, revenue ratings are capped at the GO rating of the parent entity (in this case, the city's issuer rating), however, Moody's recognizes that there is a sufficient degree of separation to warrant a modest degree of ratings uplift. RATING OUTLOOK The stable outlook reflects the stable outlook on the city's rating, which, in turn, reflects the material progress made by the city in collaboration with the state. FACTORS THAT COULD LEAD TO AN UPGRADE - Demonstrated improvement in Atlantic City's credit profile - Strengthened resident wealth and income and economic diversification - Sustained rate increases sufficient to cover expected new debt FACTORS THAT COULD LEAD TO A DOWNGRADE - Deterioration in Atlantic City's credit profile - Formal proposals or plans to dissolve, sell, or lease MUA assets without fully protecting water revenue bondholders - Additional casino closures or material deterioration of the service base - Material reduction in debt service coverage or liquidity LEGAL SECURITY The bonds are secured by a lien on the net revenues of the system and additionally by a general obligation guarantee pledge of the city, via the provisions of a service contract. PROFILE The authority is a relatively small system with $15.6 million of annual revenues. It collects 80% of its raw water from underground wells and the remainder from surface water at two reservoirs. Current capacity is well-above current needs. METHODOLOGY The principal methodology used in this rating was US Municipal Utility Revenue Debt published in October 2017. AUTOMATION PRECISION: Seeks Access to On Deck Cash Collateral ------------------------------------------------------------- Automation Precision Technology, LLC, requests the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize its use of the cash collateral of On Deck Capital Client Services Center. As of Petition Date, the total principal amount outstanding to On Deck was approximately $150,000. As adequate protection for the use of the Cash Collateral, the Debtor offers On Deck: (a) Monthly payments totaling $2,143, which amount represents adequate protection for On Deck and will continue through confirmation of Debtor's plan. (b) A replacement lien in and to all of the property that currently secures the obligation owed to it by the Debtor. The Debtor will also grant On Deck adequate protection as necessary and appropriate to the extent On Deck's cash collateral is used by the Debtor and to the extent of any diminution in the value of On Deck's collateral, with the same priority in the Debtor's postpetition collateral, and proceeds thereof, that On Deck held in the Debtor's prepetition collateral. (c) Preservation of the Debtor's finances for the duration of the bankruptcy case. About Automation Precision Technology Automation Precision Technology -- https://www.apt-llc.com/ -- is a logistics service provider serving U.S., international & commercial markets. The Company offers IT & information assurance services, logistics integration, professional & technical services, and training services. APT filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-74509), on Dec. 7, 2019. The Petition was signed by Anthony Reid, managing member. The case is assigned to Judge Stephen C. St. John. The Debtor is represented by Kelly M. Barnhart, Esq. at ROUSSOS & BARNHART PLC. At the time of filing, the Debtor had $262,172 in assets and $8,750,000 in liabilities. BELLANO JEWELERS: Employs Porter & Company as Accountant -------------------------------------------------------- Bellano Jewelers, LLC, seeks permission from the U.S. Bankruptcy Court for the Northern District of Texas to employ Porter & Company, CPA, as Accountant, Bookkeeper, and Tax Service Provider for the Debtor. Porter & Company anticipates providing these services to the Debtor subject to further Court order: a) Analyze the Debtor's financial position, assets, and liabilities; b) Provide bookkeeping services as needed by the Debtor and prepare all necessary reports related thereto; c) Assist with the preparation of the monthly operating reports; and d) Assist in such other accounting and financial matters as may be mutually agreed upon between Debtor and Porter & Company in connection with this chapter 11 bankruptcy case. The Debtor will compensate Porter & Company in accordance with this agreement: a) Porter & Company's fee will be $275 per month for bookkeeping services; b) Porter & Company's fee for preparing the Debtor's 2020 federal tax return shall be $575; c) Porter & Company's fee for preparing the Debtor's Form 3113 shall be $350; d) Porter & Company's fee for preparing the Debtor's 2020 state franchise tax return shall be $150; e) Porter & Company's fee for updating the Debtors' books and records for 2019 shall be $1,718.75; and f) The Debtor will pay Porter & Company within 30 days of receipt of such monthly invoices without the need for a fee application so long as such monthly invoice amount does not exceed $275.00 per month unless such month includes the services for the preparation of the Debtor's federal tax return and state franchise tax return and updating Debtors' books and records, in which case, the Debtor is authorized to pay such invoice so long as it does not exceed the sums set forth herein. The Debtor believes Porter & Company: (a) does not hold or represent any material interest adverse to the Debtor or its bankruptcy estate; and (b) is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code. Moreover, the Debtor believes the employment of Porter & Company is necessary and in the best interest of the Debtor and the bankruptcy estate. About Bellano Jewelers LLC Bellano Jewelers, LLC, a Texas limited liability company, owns and operates a retail jewelry store, in Fort Worth, Texas. Bellano sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-44431) on Oct. 31, 2019. At the time of the filing, the Debtor disclosed assets under $500,000 and liabilities under $1 million. Judge Edward L Morris is assigned to the case. The Debtor is represented by DeMarco Mitchell, PLLC. BIOSTAR PHARMACEUTICALS: Nasdaq Files Form 25-NSE ------------------------------------------------- The Nasdaq Stock Market, Inc., has determined to remove from listing the common stock of Biostar Pharmaceuticals, Inc., effective at the opening of the trading session on Jan. 18, 2019. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Listing Rule 5250(c)(1). The Company was notified of the Staff's determination on July 19, 2018. The Company appealed the determination to a Hearing Panel. Upon review of the information provided by the Company, the Panel issued a decision dated Sept. 17, 2018, denying the Company continued listing and notified the Company that trading in the Company's securities would be suspended on Sept. 19, 2018. The Company did not request a review of the Panel's decision by the Nasdaq Listing and Hearing Review Council. The Listing Council did not call the matter for review. The Panel's Determination to delist the Company became final on Nov. 1, 2018. About Biostar Pharmaceuticals Based in Xianyang, China, Biostar Pharmaceuticals, Inc., through its wholly owned subsidiary and controlled affiliate in China -- http://www.biostarpharmaceuticals.com/-- develops, manufactures, and markets pharmaceutical and health supplement products for a variety of diseases and conditions. Biostar incurred a net loss of $5.69 million in 2016 and a net loss of $25.11 million in 2015. As of Sept. 30, 2017, the Company had $41.42 million in total assets, $5.27 million in total current liabilities, and $36.14 million in total stockholders' equity. Mazars CPA Limited, Certified Public Accountants, in Hong Kong, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company had experienced a substantial decrease in sales volume which resulted a net loss for the year ended Dec. 31, 2016. Also, part of the Company's buildings and land use rights are subject to litigation between an independent third party and the Company's chief executive officer, and the title of these buildings and land use rights has been seized by the PRC Courts so that the Company cannot be sold without the Court's permission. In addition, the Company already violated its financial covenants included in its short-term bank loans. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BREWSA BREWING: Seeks to Hire Weinberg Gross as Counsel ------------------------------------------------------- BrewSA Brewing Company LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Weinberg Gross & Pergament LLP, as counsel to the Debtor. BrewSA Brewing requires Weinberg Gross to: a. provide legal advice with respect to the powers and duties of the Debtor-in-Possession in the continued management of its business and property; b. represent the Debtor before the Bankruptcy Court and at all hearings on matters pertaining to its affairs, as Debtor- in-Possession, including prosecuting and defending litigated matters that may arise during the Chapter 11 case; c. advise and assist the Debtor in the preparation and negotiation of a Plan of Reorganization with its creditors; d. prepare all necessary or desirable applications, answers, orders, reports, documents and other legal papers; and e. perform all other legal services for the Debtor which may be desirable and necessary. Weinberg Gross will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Marc A. Pergament, a partner at Weinberg Gross, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Weinberg Gross can be reached at: Marc A. Pergament, Esq. WEINBERG GROSS & PERGAMENT LLP 400 Garden City Plaza, Suite 403 Garden City, NY 11530 Tel: (516) 877-2424 About BrewSA Brewing Company BrewSA Brewing Company LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 19-77972) on Nov. 22, 2019, estimating under $1 million in both assets and liabilities. The Debtor is represented by Marc A. Pergament, Esq., at Weinberg Gross & Pergament LLP. CASINO REINVESTMENT: Moody's Affirms Ba2 Rating on Hotel Fee Bonds ------------------------------------------------------------------ Moody's Investors Service affirmed the Casino Reinvestment Development Agency, NJ's Luxury Tax Revenue Bonds at Baa2; the outlook has been revised to positive from stable. Moody's has also affirmed CRDA's Hotel Room Fee Revenue Bonds at Ba2 with a stable outlook. Finally, Moody's has affirmed CRDA's Parking Fee Revenue Bonds at Ba3 with a negative outlook. RATINGS RATIONALE The affirmation of the Baa2 luxury bond rating reflects the security's narrow pledge but adequately resilient trend in luxury tax revenues. The rating also takes into account a cash funded debt service reserve fund and satisfactory debt service coverage. The affirmation of the Ba2 hotel bond rating also reflects a narrow security pledge but with weaker trends and a more limited security provided by a surety from Ambac Assurance Corporation for the debt service reserve fund, which would be needed under stressed projections. The affirmation of the Ba3 parking bond rating also reflects a narrow security pledge with a very weak trend and dangerously low coverage ratios. The rating does take into account the cash-funded debt service reserve fund which, even should debt service coverage temporarily dip below one times, should be sufficient to cover any shortfalls for the foreseeable future. RATING OUTLOOK The positive outlook on the luxury bonds reflects its expectation that the recent strengthening in the casino and entertainment sector will lead to improved debt service coverage. The stable outlook on the hotel bonds reflects its expectation that recent signs of strength in casino revenue numbers will translate into stabilized hotel revenues. The negative outlook on the parking bonds reflects the sharp declines in coverage to a barely sum-sufficient level and the material possibility that, absent continued casino strengthening, coverage will dip below one times. FACTORS THAT COULD LEAD TO AN UPGRADE - Stabilization in Atlantic City's (Ba3 stable) tourism and casino economy (all) - Improved debt service coverage (all) - Increase in luxury tax revenues (Luxury) - Increase in hotel fee revenues (Hotel) - Stabilization or increase in parking fee revenues (Parking) FACTORS THAT COULD LEAD TO A DOWNGRADE - Deterioration in Atlantic City's tourism and casino economy (all) - Further casino or hotel closures (all) - Reduced debt service coverage (all) - Reduction in luxury tax revenues (Luxury) - Decrease in hotel fee revenues (Hotel) - Decrease in parking fee revenues (Parking) LEGAL SECURITY The luxury bonds are secured by a senior lien on gross revenues from a luxury tax levied on three activities within Atlantic City: hotel rooms, alcohol by the drink, and entertainment. There is a debt service reserve fund, cash-funded, at the lesser of 10% of principal, maximum annual debt service, or 125% of debt service. The hotel bonds are secured by a senior lien on a $3 per diem fee imposed on each occupied hotel room in Atlantic City casinos, whether paid or complimentary. There is a debt service reserve fund, surety-funded, at the lesser of 10% of principal, maximum annual debt service, or 125% of debt service. The parking bonds were secured by three streams of economically related revenues, one of which has now expired: two separate pledges of parking fees levied on vehicles at Atlantic City casinos, and a now expired portion of a gross revenue tax levied on the casinos (Investment Alternative Tax, or IAT). There is a debt service reserve fund, cash-funded, at more than maximum annual debt service. PROFILE The Casino Reinvestment Development Authority is a component unit of the State of New Jersey (A3 stable) established in 1984 to collect and distribute certain taxes and fees paid by the then 12 Atlantic City Casinos for development projects in Atlantic City, Southern, and Northern New Jersey. After 2011, all available revenues and assets were directed by statute to be invested in the Atlantic City tourism district. Gaming revenues in Atlantic City declined by 54% between 2006 and 2015 but have been rebounding. Four of the city's 12 casinos closed in 2014 and another closed in 2016. HardRock (the former Trump Taj Mahal) and Ocean (the former Revel) opened in June 2018, bringing the number of casinos back up to 9. METHODOLOGY The principal methodology used in these ratings was US Public Finance Special Tax Methodology published in July 2017. CASTLE INTERMEDIATE: S&P Assigns 'B' ICR; Outlook Negative ---------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Castle Intermediate Holding V Ltd. (d/b/a Cision Ltd.). The outlook is negative. In addition, S&P assigned its 'B' issue-level rating and '3' recovery rating to the $1.7 billion first-lien term loan facility consisting of a $1.55 billion term loan B and a $150 million revolving credit facility to be issued by Castle US Holding Corporation, a subsidiary of Cision. Cision is being acquired by private equity firm Platinum Partners in a leveraged buy-out (LBO). Pro forma for the transaction, S&P expects debt to increase by about $250 million. As part of the LBO, the company is refinancing its current first-lien term loan ($1.29 billion outstanding as of Sept. 30, 2019) with a new $1.7 billion term loan facility consisting of a $1.55 billion new term loan B and a $150 million revolving credit facility that will be undrawn at close of the transaction. The negative outlook reflects the elevated adjusted leverage above S&P's 7.0x threshold for the current ratings. Adjusted leverage as of Sept. 30, 2019, pro forma for the current transaction, is 8.0x on a rolling-12-month basis. S&P forecasts adjusted leverage to remain above 7.0x -- the rating agency's threshold for the current ratings -- over the next 12 months as a result of the incremental debt, higher one-time transaction costs, and restructuring initiatives to realize planned acquisition synergies and improve operating leverage. S&P could revise the outlook to stable based on Cision's ability to achieve incremental operating efficiencies and revenue growth that will accelerate deleveraging. S&P's 'B' issuer credit rating on Cision reflects the company's strong market position in the global public relations industry, good revenue visibility driven by a high proportion of subscription-based revenues and its highly acquisitive strategy that presents an inherent risk of integrating and executing on these acquisitions through cross-selling and synergies. The negative outlook reflects S&P's expectation that adjusted leverage will remain above 7.0x over the next 12 months, above the rating agency's threshold for the current ratings. The outlook also reflects the risk for leverage to remain elevated beyond 2020 if the company pursues a more aggressive financial policy, including material debt-financed acquisitions. "We could lower our rating if we believe Cision's adjusted leverage will remain above 7.0x beyond 2020. This could occur if Cision pursues a more aggressive financial policy with respect to debt-financed acquisitions or shareholder returns such that leverage is sustained above 7.0x," S&P said. This could also occur if the company is unable to achieve its cost and revenue synergies resulting in below mid-single-digit percentage revenue and EBITDA growth, according to the rating agency. "We could revise our outlook to stable if we expect adjusted leverage to decline and remain below 7.0x through successful recognition of planned synergies and organic revenue growth. Given the financial sponsor ownership structure, the upside scenario would also require a commitment to a less-aggressive financial policy, including maintaining leverage below our 7.0x threshold for the rating," the rating agency said. CELESTIAL CHURCH: Has Until Jan. 14 to File Plan & Disclosures -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland considered the motion of Debtor Celestial Church of Christ "Luli Parish" to extend the filing date and ordered that the Debtor shall file the Disclosure Statement and Plan is extended to Jan. 14, 2020. A full-text copy of the order is available at https://tinyurl.com/rt39rd2 from PacerMonitor.com at no charge. The Debtor is represented by Charles Maynard. About Celestial Church of Christ Celestial Church of Christ "Luli Parish", based in Capital Heights, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 19-13690) on March 20, 2019. The Hon. Lori S. Simpson oversees the case. In the petition signed by Rev. Charles Agbaza, JP, pastor, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Charles M. Maynard, Esq., at the Law Offices of Charles M. Maynard, L.L.C., serves as bankruptcy counsel to the Debtor. CENSO LLC: Seeks to Hire Corey B. Beck as Attorney -------------------------------------------------- Censo, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ the Law Office of Corey B. Beck, P.C., as attorney to the Debtor. Censo, LLC, requires Corey B. Beck to: a. institute, prosecute or defend any lawsuits, adversary proceedings and contested matters arising out of this bankruptcy proceeding in which the Debtor may be a party; b. assist in recovery and obtaining necessary Court approval for recovery and liquidation of estate assets, and to assist in protecting and preserving the same where necessary; c. assist in determining the priorities and status of claims and in filing objections thereto where necessary; d. assist in preparation of a disclosure statement and plan; and e. advise the Debtor and perform all other legal services for the the Debtor which may be or become necessary in this bankruptcy proceeding. Corey B. Beck will be paid at these hourly rates: Attorneys $375 Paralegals $165 Clericals $35 Corey B. Beck will be paid a retainer in the amount of $20,000. Corey B. Beck will also be reimbursed for reasonable out-of-pocket expenses incurred. Corey B. Beck, partner of the Law Office of Corey B. Beck, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Corey B. Beck can be reached at: Corey B. Beck, Esq. THE LAW OFFICE OF COREY B. BECK, P.C. 425 South Sixth Street Las Vegas, NV 89101 Tel: (702) 678-1999 Fax: (702) 678-6788 E-mail: becksbk@yahoo.com About Censo LLC Censo LLC, based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 19-16636) on Oct. 11, 2019. In the petition signed by Melani Schulte, manager, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Mike K. Nakagawa oversees the case. Corey B. Beck, Esq., at the Law Office of Corey B. Beck, P.C., serves as bankruptcy counsel. CHAMBERS OF TUCSON MALL: Seeks to Use Cash Collateral Thru Feb. 29 ------------------------------------------------------------------ The Chambers of Tucson Mall, LLC, asked the Bankruptcy Court to use cash collateral for the period from Dec. 14, 2019 through Feb. 29, 2020 to pay ordinary course expenses to be able to continue its business and to effectuate a viable plan of reorganization. Parties who may assert an interest in the Debtor include the Arizona Department of Revenue, Galileo Construction, LLC, the Internal Revenue Service, and Park Mall, LLC, among others. A copy of the Motion is available at https://is.gd/shVnTw from PacerMonitor.com at no charge. About The Chambers of Tucson Mall The Chambers of Tucson Mall, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-15701) on Dec. 14, 2019, listing under $1 million in both assets and liabilities. Charles Richard Hyde, Esq., at the Law Offices Of C.R. Hyde, is the Debtor's legal counsel. CHESAPEAKE ENERGY: Moody's Alters Outlook on Caa1 CFR to Stable --------------------------------------------------------------- Moody's Investors Service affirmed Chesapeake Energy Corporation's Probability of Default Rating at Caa1-PD and appended the rating with a "/LD" designation. Additionally, Moody's upgraded the company's Speculative Grade Liquidity Rating to SGL-3 from SGL-4. The company's other ratings were affirmed. At the same time, Moody's withdrew Brazos Valley Longhorn, L.L.C.'s Caa1 Corporate Family Rating and the Caa2 senior unsecured notes rating of Brazos Valley's predecessor entity, WildHorse Resource Development Corporation. Chesapeake's rating outlook was changed to stable from negative. The actions follow completion of a debt exchange Chesapeake initiated on December 4, 2019. The company exchanged $3.2 billion of its senior unsecured notes for $2.21 billion of second lien notes Moody's considers the debt exchange transaction a distressed exchange, which is a default under the rating agency's definition. As such, Moody's appended the PDR with an "/LD" designation to indicate a limited default, which will be removed after three business days. Rating affirmed: Affirmations: Issuer: Chesapeake Energy Corporation Corporate Family Rating, Affirmed Caa1 Probability of Default Rating, Affirmed Caa1-PD/LD (/LD appended) $1.5 Billion Senior Secured First Lien, Last Out Term Loan, Affirmed B3 (LGD3) $2.33 Billion Senior Secured Second Lien Notes, Affirmed Caa2 (LGD4) Senior Unsecured Shelf, Affirmed (P)Caa3 Senior Unsecured Notes, Affirmed Caa3 (LGD5) Upgrades: Issuer: Chesapeake Energy Corporation Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4 Withdrawn: Issuer: Brazos Valley Longhorn, L.L.C. Corporate Family Rating, Withdrawn, previously Caa1 Probability of Default Rating, Withdrawn, previously Caa1-PD Issuer: WildHorse Resource Development Corporation Senior Unsecured Rating, Withdrawn, previously Caa2 (LGD5) Outlook Actions: Issuer: Chesapeake Energy Corporation Outlook, changed to Stable from Negative Issuer: Brazos Valley Longhorn, L.L.C. Outlook, Rating Withdrawn, previously Negative Issuer: WildHorse Resource Development Corporation Outlook, Rating Withdrawn, previously Negative RATINGS RATIONALE The withdrawal of Brazos Valley's and WildHorse's ratings follows completion of Chesapeake's tender for WildHorse's senior unsecured notes -- resulting in substantially all of the notes being repaid -- and the repayment and retirement of Brazos Valley's revolving credit facility. Chesapeake's Caa1 Corporate Family Rating (CFR) reflects its high debt leverage, heavy fixed charge burden, weak asset coverage, the company's expected production decline resulting from a materially reduced capital budget in 2020 and exposure to natural gas price weakness as it continues to attempt to transition to an oil-focused production mix. The company benefits from its large positions in several major North American basins, providing operating scale efficiencies, oil and gas investment optionality, and the potential for asset sales to fund debt reduction. Long term, Chesapeake's reserves orientation toward natural gas position it favorably with regard to carbon transition, although the company's efforts to become a larger oil producer will diminish this advantage. Chesapeake's senior notes are rated Caa3, two notches beneath the company's Caa1 CFR, reflecting the notes' unsecured position in the company's capital structure relative to the $3 billion revolver and $3.83 billion of other secured debt, which have senior claims to the assets. The senior notes are guaranteed by the company's operating subsidiaries on a senior unsecured basis. The second lien notes are rated Caa2 and the senior secured term loan is rated B3, reflecting respective priority positions in the capital structure. The senior secured revolver has the senior most claim to the assets. Based on these transactions and amendments to its credit facilities, Moody's views Chesapeake's liquidity as adequate, reflected by its SGL-3 rating. The company has sufficient headroom under its recently amended credit facility financial covenants to remain in compliance into 2021. Covenants require the company's first lien secured leverage ratio not to exceed 2.5x and total leverage not to exceed 4.5x through 2021, stepping down to 4.25x in Q1 2022 and 4.0x in Q2 2022 and beyond. Cash on hand at September 30, 2019 was $14 million, indicating a reliance on its credit facility to fund ongoing outspending. Chesapeake had $1.44 billion of availability under its revolver at the end of the third quarter. Chesapeake is expected to continue outspending its cash flow in 2020, however the amount of outspending is likely to be much less than in recent years. The company has considerable 2020 cash flow protection in the form of commodity price hedges, with average pricing on its natural gas hedges well above current levels. As of September 30, 2019, Chesapeake had $301 million in maturities in 2020 and $294 million in 2021. Moody's expects the company to be able to meet these maturities, in part through borrowing under its revolver, although availability has been constrained by a recent amendment that requires Chesapeake to maintain at least $250 million of liquidity. The company upsized the second lien notes issue in late December by $120 million, which provides cash to help address near term maturities. The stable outlook reflects Chesapeake's continued prioritization of increasing oil production and that outspending will be much lower in 2020 than 2019. Ratings could be downgraded if interest coverage falls below 1.5x or RCF/debt is less than 10%. An upgrade is possible if Chesapeake's production returns to a growth trajectory at competitive returns and RCF/debt is above 15%. Oklahoma City, OK-based Chesapeake Energy Corporation is a large independent exploration and production (E&P) company operating in several onshore US basins. The company's daily production averaged 478,000 boe/d in the quarter ended September 30, of which 69% was natural gas. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. CLAAR CELLARS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Two affiliates that simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Claar Cellars LLC 20-00044 1081 Glenwood Road Pasco, WA 99301 RC Farms LLC 20-00045 1031 Glenwood Road Pasco, WA 99301 Business Description: Claar Cellars LLC -- https://www.claarcellars.com/ -- is a family- owned estate winery. The company offers a selection of wines, including: Riesling, Cabernet Sauvignon, Merlot, Chardonnay, Sauvignon Blanc, Syrah, Sangiovese, and newly planted Pinot Gris, Viognier, Malbec and Petite Sirah. Chapter 11 Petition Date: January 9, 2020 Court: United States Bankruptcy Court Eastern District of Washington Judge: Hon. Whitman L. Holt Debtors' Counsel: Steven H. Sackmann, Esq. SACKMANN LAW, PLLC PO Box 409-455 E. Hemlock #A Othello, WA 99344 Tel: (509) 488-5636 E-mail: steve@sackmannlaw.com - and - Toni Meacham, Esq. ATTORNEY AT LAW 1420 Scooteney Road Connell, WA 99326 Tel: (509) 488-3289 E-mail: tonipierson@rocketmail.com - and - Roger W. Bailey, Esq. BAILEY & BUSEY, PLLC 411 N. 2nd Street Yakima, WA 98901 Tel: (509) 248-4282 E-mail: roger.bailey.attorney@gmail.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million RC Farms' Estimated Assets: $10 million to $50 million RC Farms' Estimated Liabilities: $1 million to $10 million The petitions were signed by Robert C. Whitelatch and Crista Claar Whitelatch, authorized representatives of the Debtors. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://is.gd/046h34 https://is.gd/yWTsNw CLOVER TECHNOLOGIES: Court OKs Use of Lenders' Cash Collateral -------------------------------------------------------------- Clover Technologies Group, LLC and debtor affiliates asked the Bankruptcy Court to authorize use of cash collateral to finance working capital needs, to pay for other general corporate purposes, as well as transaction and administration costs incurred in connection with the Debtors' Chapter 11 cases. The Debtors propose to use the cash collateral from the Petition Date through the date which is the earliest to occur of (i) the expiration of the remedies notice period, (ii) the effective date of the Debtors' confirmed Chapter 11 plan, and (iii) the date that is three months after the Petition Date. Before the Petition Date, the Debtors entered into a certain credit agreement with Wilmington Savings Fund Society, FSB as agent for the lenders and a syndicate of lenders to borrow $715,0000,000 in aggregate principal amount. The Debtors thereafter increased their borrowing pursuant to an incremental term loan facility in an aggregate principal amount of $110,000,000. As of the Petition Date, the Debtors owe the pre-petition secured parties $ $644,101,000 plus accrued interest, fees and costs. The Debtors engaged in extensive discussions with consenting stakeholders that culminated in the execution of a Restructuring Support Agreement, which serves as a foundation for a plan of reorganization. The Debtors and the consenting term loan lenders have negotiated the terms of the Debtors' consensual use of the cash collateral as part of the RSA. As adequate protection, it is proposed that the administrative agent and the secured parties will be granted adequate protection liens and 507(b) claims. As additional adequate protection, the Debtors sought permission to pay reasonable and documented fees, costs, and expenses incurred or accrued of: (i) the agent; (ii) Blank Rome LLP, as counsel to the agent, and local counsel retained by the agent; (iii) Gibson, Dunn & Crutcher LLP and Pachulski Stang Ziehl & Jones, LLP, as counsel to certain supporting secured parties; and (iv) Greenhill & Co., LLC, as financial advisor to certain supporting secured parties. The Debtors also are seeking permission to pay the agent adequate protection payments in an amount equal to all accrued and unpaid postpetition interest (including default interest) on account of the term loan obligations, in accordance with the terms of the Credit Agreement, as additional adequate protection. A copy of the motion is available at https://is.gd/Yd8hTY from PacerMonitor.com at no charge. Judge Karen B. Owens approved the motion on an interim basis. Final hearing is set for Jan. 22, 2020 at 10:30 a.m. prevailing Eastern Time. Objections are due by 4 p.m. on Jan. 15, 2020. A copy of the Interim Order is available for free at https://is.gd/Gwy4Uk from PacerMonitor.com. About Clover Technologies Clover Technologies Group, LLC, et al. -- http://www.clovertech.com/-- collect and recycle electronic devices and provide aftermarket management services for mobile device carriers, manufacturers, retailers, insurance providers and enterprise businesses. Formed through organic growth and strategic acquisitions, the Debtors and their non-debtor affiliates operate repair centers in North America and abroad and provide services in over 120 countries. Clover Technologies Group, LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12680) on Dec. 16, 2019. Clover Technologies was estimated to have $100 million to $500 million in assets and liabilities. The Debtors tapped KIRKLAND & ELLIS LLP as counsel; KLEHR HARRISON HARVEY BRANZBURG LLP as local bankruptcy counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC, a restructuring advisor; JEFFERIES LLC as investment banker; and BANKRUPTCY MANAGEMENT SOLUTIONS, INC., as claims agent. CLOVER TECHNOLOGIES: Jan. 22, 2020 Plan & Disclosures Hearing Set ----------------------------------------------------------------- Debtors Clover Technologies Group, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a motion for entry of an order scheduling the Combined Hearing to consider approval of the adequacy of the Debtors’ Disclosure Statement and confirmation of the Plan. On December 19, 2019, Judge Karen B. Owens granted the motion and ordered that: * The Confirmation Schedule is approved. * January 22, 2020, at 10:00 a.m., is the Combined Hearing, at which time the Court will consider, among other things, the adequacy of the Disclosure Statement and confirmation of the Plan. * Jan. 15, 2020, at 5:00 p.m., is the deadline to file any objections to the adequacy of the Disclosure Statement or confirmation of the Plan. * Jan. 17, 2020, at 4:00 p.m., is the deadline to file any brief in support of confirmation of the Plan and reply to any objections. A full-text copy of the Order is available at https://tinyurl.com/rh99qj3 from PacerMonitor.com at no charge. About Clover Technologies Clover Technologies Group, LLC, et al. --http://www.clovertech.com/ -- collect and recycle electronic devices and provide aftermarket management services for mobile device carriers, manufacturers, retailers, insurance providers and enterprise businesses. Formed through organic growth and strategic acquisitions, the Debtors and their non-debtor affiliates operate repair centers in North America and abroad and provide services in over 120 countries. Clover Technologies Group, LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12680) on Dec. 16, 2019. Clover Technologies was estimated to have $100 million to $500 million in assets and liabilities. The Debtors tapped KIRKLAND & ELLIS LLP as counsel; KLEHR HARRISON HARVEY BRANZBURG LLP as local bankruptcy counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC, a restructuring advisor; JEFFERIES LLC as investment banker; and BANKRUPTCY MANAGEMENT SOLUTIONS, INC., a claims agent. CLOVER TECHNOLOGIES: Unsecureds to Be Reinstated in Prepack Plan ---------------------------------------------------------------- Clover Technologies Group, LLC and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Joint Prepackaged Chapter 11 Plan of Reorganization and a supporting Disclosure Statement. As of Dec. 13, 2019, the Debtors have approximately $644.1 million in total funded debt obligations. On November 21, 2019, certain Holders of term loan secured claims, certain holders of the Debtors' existing equity interests, and the Debtors entered into a restructuring support agreement. On Dec. 10, 2019, the Debtors and the Consenting Stakeholders amended and restated the restructuring support agreement that sets forth the principal terms of the Restructuring Transactions and requires the Consenting Stakeholders to support the Plan. The Restructuring Support Agreement contemplates a comprehensive financial restructuring of the Debtors achieved through the Plan that will deleverage the Debtors' balance sheet while paying in full or reinstating all non-funded debt claims against the Debtors. As part of the Restructuring Support Agreement, the Debtors and the Consenting Term Loan Lenders agreed to the consensual use of cash collateral. Consensus on cash collateral use and certainty on exit financing are key components of the Restructuring Support Agreement and critical to preserving and maximizing value for the Debtors' estates. As set forth in the Plan, the Restructuring Transactions provide for a comprehensive in-court restructuring of Claims against and Interests in the Debtors that will deleverage the Company's capital structure and preserve the going-concern value of the Debtors' businesses, maximize recoveries available to all constituents, provide for an equitable distribution to the Debtors' stakeholders, and preserve the jobs of the Company's employees. More specifically, the Restructuring Transactions provide, among other things, that: * each Holder of an Allowed Term Loan Secured Claim shall receive its Pro Rata share of and interest in (i) 100% of the New Common Stock (subject to dilution from the Management Incentive Plan and the New Warrants); (ii) the Take-Back Term Loans; and (iii) 100% of Excess Cash, including any cash not distributed to the Term Loan Lenders in connection with the consummation of the Imaging Sale; * each Holder of an Existing Equity Interest shall receive its Pro Rata share of and interest in the New Warrants; * unless otherwise set forth in the Plan or paid in full in advance thereof, General Unsecured Claims shall be Reinstated; * all Administrative Claims, Priority Tax Claims, and Other Secured Claims will be paid in full in Cash or receive such other treatment that renders such Claims Unimpaired; * the Debtors shall obtain the Exit Facility in a form and substance acceptable to the Required Consenting Term Loan Lenders prior to the Effective Date. The liens securing the Exit Facility shall be senior to the liens securing the Take-Back Term Loan Facility; and * the parties to the Restructuring Support Agreement (including the Consenting Sponsors and the Consenting Term Loan Lenders) will grant full, mutual releases, subject to revocation as set forth in the Restructuring Support Agreement. Under the Plan, holders of Term Loan Secured Claims are slated to have a 65% to 77% recovery. General unsecured creditors are unimpaired, thus will recover 100%. A full-text copy of the Disclosure Statement explaining the Prepackaged Plan is available at https://tinyurl.com/ugqhc5c from PacerMonitor.com at no charge. The Debtors are represented by: Joshua A. Sussberg, P.C. Matthew C. Fagen KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and - Domenic E. Pacitti Michael W. Yurkewicz KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware 19801 Telephone: (302) 426-1189 Facsimile: (302) 426-9193 -and- Morton R. Branzburg KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania 19103 Telephone: (215) 569-3007 Facsimile: (215) 568-6603 About Clover Technologies Clover Technologies Group, LLC, et al. --http://www.clovertech.com/ -- collect and recycle electronic devices and provide aftermarket management services for mobile device carriers, manufacturers, retailers, insurance providers and enterprise businesses. Formed through organic growth and strategic acquisitions, the Debtors and their non-debtor affiliates operate repair centers in North America and abroad and provide services in over 120 countries. Clover Technologies Group, LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12680) on Dec. 16, 2019. Clover Technologies was estimated to have $100 million to $500 million in assets and liabilities. The Debtors tapped KIRKLAND & ELLIS LLP as counsel; KLEHR HARRISON HARVEY BRANZBURG LLP as local bankruptcy counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC, a restructuring advisor; JEFFERIES LLC as investment banker; and BANKRUPTCY MANAGEMENT SOLUTIONS, INC., a claims agent. CORT & MEDAS: Jan. 15 Hearing on Subordination Issues Set --------------------------------------------------------- On June 3, 2019, Debtor Cort & Medas Associates, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of New York a Chapter 11 Plan of Reorganization and Disclosure Statement. On Dec. 19, 2019, Judge Carla E. Craig ordered that: * 1414 Utica will file any brief on the issue of subordination and the inter-creditor agreement by Dec. 20, 2019. * ESCDC will file any brief in response by Jan. 8, 2020. * The Debtor will file any revised Plan and Disclosure Statement by Jan. 8, 2020. * A hearing will be held on Jan. 15, 2020, at 2:00 p.m. in Courtroom 3529 at the United States Bankruptcy Court for the Eastern District of New York, 271-C Cadman Plaza East, Brooklyn, NY 11201. A full-text copy of the Order is available at https://tinyurl.com/sp7espf from PacerMonitor.com at no charge. About Cort & Medas Associates Cort & Medas Associates, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-41313) on March 6, 2019. At the time of the filing, the Debtor was estimated to have assets and liabilities of between $1 million and $10 million. The case is assigned to Judge Carla E. Craig. Shafferman & Feldman LLP is the Debtor's legal counsel. COUNTRY MORNING: Has Access to Cash Collateral Until Jan. 20 ------------------------------------------------------------ Judge Frederick P. Corbit authorized Country Morning Farm, Inc., and Country Morning Farms Cattle, LLC to use cash collateral pursuant to an extended cash collateral budget, which spans from the week of Oct. 27, 2019 to the week of Jan. 20, 2020. The Court accordingly extended the final cash collateral order. The extended budget provides for total cash outflows of $351,200 for the week-ending January 6, 2020, including $112,500 for labor costs, $78,900 in feed and growing crop costs. The Debtor is authorized to prepay or make advance deposits to vendors towards expenditures in the extended cash collateral budget up to $5,000 per month. As adequate protection for any diminution in value of its collateral, Bank of West and any other party holding a valid, perfected, unavoidable security interest or lien in the cash collateral is granted a valid, automatically perfected replacement lien against any post-petition accounts receivable or proceeds thereof. Bank of West is Debtors’ largest secured creditor and asserts first priority liens against the Debtors’ accounts and accounts receivable, among other collateral. A copy of the extended final order, including the budget, as extended, is available for free at https://is.gd/jFiDbj from PacerMonitor.com Subsequently, the Court amended the prior order (which extended the final cash collateral order) pursuant to a motion the Debtors filed to that effect in order to accommodate adequate protection payments to Port District No. 8 of Grant County, Washington and post-petition real and personal property taxes due to Grant County and Adams County, Washington. Judge Corbit ruled that: (a) the Debtors will cure the postpetition payment default to the Port in the amount of $6,000 for attorney's fees and $6,000 for late fees for a total of $12,000, with five days of entry of this order; (b) as adequate protection payments for the real property legally described as Parcel D of Lots 1, 5 & 8 Port of Warden Industrial Park No. 3 Commercial Binding Site Plan, recorded in Grant County, Washington, the Debtors will resume making regular monthly payments to the Port in the amount of $2,567.40 within five days of the entry of this order and continuing on the first day of each month thereafter until confirmation of a plan of reorganization in the Debtors' cases. A copy of the related amendment motion at https://is.gd/kDuIkt and the related order at https://is.gd/Vo2Jbr are available free of charge from PacerMonitor.com About Country Morning Farms Country Morning Farms, Inc., is a privately held company in the cattle ranching and farming business. Country Morning Farms grows its own feeds, milk its own cows, and delivers fresh dairy products to its customers. Country Morning Farms sought Chapter 11 protection (Bankr. E.D. Wash. Case No. 19-00478) on March 1, 2019. In the petition signed by Robert Gilbert, vice president, the Debtor disclosed $6,421,269 in assets and $10,586,970 in liabilities. The case is assigned to Judge Frederick P. Corbit. The Debtor is represented by Siam L. Hames, Esq. at Hames, Anderson, Whitlow & O'Leary. Gregory Garvin, acting U.S. trustee for Region 18, on April 2, 2019, appointed two creditors to serve on an official committee of unsecured creditors. CULTIVATION STATION: Taps Darnell PLLC as Legal Counsel ------------------------------------------------------- The Cultivation Station Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Darnell, PLLC as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. Don Darnell, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $300. Mr. Darnell is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Don Darnell, Esq. Darnell, PLLC 8080 Grand St., Ste. 1-A Dexter, MI 48130 Tel: 734-424-5200 Fax: 734-786-1605 E-mail: dondarnell@darnell-law.com About Cultivation Station The Cultivation Station Inc. is a Michigan corporation formed in 2010, with principal place of business at 22520 Rosedale, St. Clair Shores, Mich. It operates three retail locations for gardening supplies. Robert Diefenderfer is the owner and the president of the company. The Cultivation Station sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 19-53993) on Oct. 1, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Maria L. Oxholm oversees the case. Darnell, PLLC is the Debtor's legal counsel. CYTODYN INC: Incurs $14.9 Million Net Loss in Second Quarter ------------------------------------------------------------ CytoDyn Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $14.86 million for the three months ended Nov. 30, 2019, compared to a net loss of $14.30 million for the three months ended Nov. 30, 2018. For the six months ended Nov. 30, 2019, the Company reported a net loss of $31.02 million compared to a net loss of $28.72 million for the same period in 2018. As of Nov. 30, 2019, CytoDyn had $17.92 million in total assets, $31.55 million in total liabilities, and a total stockholders' deficit of $13.63 million. The Company's cash position at Nov. 30, 2019 decreased approximately $2.3 million to approximately $1.2 million, as compared to a balance of approximately $3.5 million as of May 31, 2019. The net decrease in cash for the six months ended Nov. 30, 2019 was attributable to net cash used in operating activities of approximately $22.0 million, offset in part by net cash provided by financing activities of approximately $19.7 million. As of Nov. 30, 2019, the Company had significant negative working capital of approximately $26.5 million compared to negative working capital of approximately $21.6 million at May 31, 2019, an increase in negative working capital of approximately $4.9 million driven by an increase in amounts owed to suppliers, offset by a reduction in cash balances and prepaid service fees. Going Concern The Company has no activities that produced revenue in the quarter ended Nov. 30, 2019 and has sustained operating losses since inception. CytoDyn said, "We currently require and will continue to require a significant amount of additional capital to fund operations, pay our accounts payables, and our ability to continue as a going concern is dependent upon our ability to raise such additional capital, commercialize our product and achieve profitability. If we are not able to raise such additional capital on a timely basis or on favorable terms, we may need to scale back our operations or slow down or cease certain clinical trials or CMO activities, which could materially delay the timeframe to BLA submission. Our failure to raise additional capital could also affect our relationships with key vendors, disrupting our ability to timely execute our business plan. In extreme cases, we could be forced to file for bankruptcy protection, discontinue our operations or liquidate our assets. "Since inception, we have financed our activities principally from the sale of public and private equity securities and proceeds from convertible notes payable and related party notes payable. We intend to finance our future operating activities and our working capital needs largely from the sale of equity and debt securities, combined with additional funding from other traditional financing sources. As of the date of this filing, we have approximately 11 million shares of common stock authorized, unreserved and available for issuance under our certificate of incorporation, as amended, and approximately $134 million available for future registered offerings of securities under our universal shelf registration statement on Form S-3, which was declared effective on March 7, 2018 (assuming the full exercise of outstanding warrants, at the currently applicable exercise prices, that were previously issued in registered transactions thereunder)." A full-text copy of the Form 10-Q is available for free at the SEC's website at: https://is.gd/s0Z8ZM About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com/-- is a clinical-stage biotechnology company focused on the clinical development and potential commercialization of humanized monoclonal antibodies to treat HIV infection. Its lead product candidate, PRO 140, belongs to a class of HIV therapies known as entry inhibitors that block HIV from entering into and infecting certain cells. The Company believes that monoclonal antibodies are a new emerging class of therapeutics for the treatment of HIV to address unmet medical needs in the area of HIV and other immunologic indications, such as Graft versus Host Disease and certain types of cancer. Cytodyn reported a net loss of $56.18 million for the year ended May 31, 2019, compared to a net loss of $50.14 million for the year ended May 31, 2018. As of May 31, 2019, the Company had $20.87 million in total assets, $29.78 million in total liabilities, and a total stockholders' deficit of $8.91 million. Warren Averett, LLC, in Birmingham, Alabama, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Aug. 14, 2019, on the Company's consolidated financial statements for the year ended May 31, 2019, citing that the Company incurred a net loss of approximately $56,187,000 for the year ended May 31, 2019 and has an accumulated deficit of approximately $229,363,000 through May 31, 2019, which raises substantial doubt about its ability to continue as a going concern. DAH-ON INC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Dah-On, Inc. 101 W. Spring Creek Parkway, Ste. 741 Plano, TX 75023 Business Description: Dah-On, Inc. owns and operates beer, wine, and liquor stores. Chapter 11 Petition Date: January 10, 2020 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 20-40116 Debtor's Counsel: Jamie Kirk, Esq. HAYWARD & ASSOCIATES PLLC 10501 N. Central Expressway Suite 106 Dallas, TX 75231 Tel: 972-755-7100 E-mail: jkirk@haywardfirm.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Young Jin Jun, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/inZPF7 DANCEL LLC: Unsecureds Owed $3.6M to Split $1,000 Monthly for 5 Yrs ------------------------------------------------------------------- Debtor Dancel, L.L.C., filed with the U.S. Bankruptcy Court for the District of Arizona a a Chapter 11 Plan of Reorganization and a corresponding Disclosure Statement. According to the Disclosure Statement, the goal of the Plan is to provide for repayment of all claims against the Debtor to the extent repayment is required under the Bankruptcy Code. The Debtor said that based on the liquidated assets currently held by the estate, the Debtor will be able to repay all allowed claims in full. However, in the proposed treatment of classes, the Debtor stated that Class 7 is impaired by the Plan, and stated, "Each Holder of an Impaired Allowed General Unsecured Claim is entitled to accept or reject the Plan. The holders of allowed Class 5 claims will pro rata the sum of $1,000 per month beginning on the first day of the 13th full month following the effective date for a period of five years." The following general unsecured claims are scheduled and undisputed: * Qwest Claims Claim #3: $569 * New Mexico Gas Co Claim # 6: $2,266 * Donald C. Lay Claim # 13: $3,029,904 * Laura Olguin # 14: $539,937 The Plan will be funded from a variety of sources: * Debtor's net business income from the Jack in the Box Franchise Restaurants retained under the plan; * New value contributions from Laura Olguin and Donald Lay and Marian Lay or Donald C. Lay & Marion J. Lay Revocable Trust dated July 2, 1992, in the form of debt cancellation; * New value contribution on the effective date from Donald Lay and Marian Lay or Donald C. Lay & Marion J. Lay Revocable Trust dated July 2, 1992, in the sum of approximately $150,000; and * Monies from collection on the Mattis Judgment. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/r6ary34 from PacerMonitor.com at no charge. The Debtor is represented by: THE LAW OFFICE OF C.R. HYDE, PLC 2810 N. SWAN RD. SUITE 160 TUCSON, ARIZONA 85712 TELEPHONE: (520) 270-1110 About Dancel L.L.C. Dancel, L.L.C., owns and operates restaurants with multiple locations in Bernalillo County, N.M. Dancel filed a voluntary Chapter 11 petition (Bankr. D. Ariz. Case No. 19-10446) on August 20, 2019. In the petition signed by Laura Olguin, manager, the Debtor was estimated to have $500,000 to $1 million in assets and$1 million to $10 million in liabilities. The case is assigned to Judge Scott H. Gan. Charles R. Hyde, Esq., at The Law Offices of C.R. Hyde, PLC, serves as the Debtor's counsel. DEAN FOODS: Committee Taps Berkeley as Financial Advisor -------------------------------------------------------- The official committee of unsecured creditors of Southern Foods Group, LLC, and its affiliates seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to hire Berkeley Research Group, LLC as its financial advisor. The firm will provide these financial advisory services in connection with the Debtors' Chapter 11 cases: a) develop a periodic monitoring report to enable the committee to evaluate the Debtors' financial performance relative to projections and any relevant operational issues on an ongoing basis; b) monitor liquidity and cash flows throughout the case and scrutinize cash disbursements and capital requirements on an on-going basis for the period subsequent to the commencement of the Debtors' cases; c) analyze the Debtors' business plan and operational restructuring and monitor the implementation of any strategic initiatives; d) assist the committee in its assessment of the Debtors' employee needs and related costs; e) assist in the development and review of a cost/benefit analysis with respect to the assumption or rejection of various executory contracts and leases; f) provide support to the committee's legal counsel to address issues related to the sale process, the debtor-in-possession financing and any subsequent replacement financing; g) analyze relief requested in the cash management motion and the use of cash collateral arrangements negotiated; h) analyze both historical and ongoing related party transactions or material unusual transactions of the Debtors and non-debtor affiliates; i) advise the committee in its analysis of the Debtors' and non-debtor affiliates' historical, current and projected financial affairs, including SEC filings and other regulatory disclosures; j) assist in the review of financial-related disclosures; k) assist the committee's legal counsel in its evaluation of antitrust and other regulatory issues with respect to the Debtors' contemplated sale transaction; l) assist the committee in reviewing and evaluating court documents filed or to be filed by the Debtors and other parties; m) review the pre-bankruptcy liens of secured parties; n) identify and develop strategies related to the Debtors' intellectual property; o) advise the committee in its analysis of potential preference payments, fraudulent conveyances and other potential causes of action that the Debtors' estates may hold against insiders or third parties; p) provide support to the committee's legal counsel regarding potential litigation strategies; q) monitor the Debtors' claims management process; r) review any bankruptcy plan and disclosure statement proposed by the Debtors; s) work with the Debtors' tax advisors to ensure that any restructuring or sale transaction is structured to minimize tax liabilities to the estate; and t) attend committee meetings and court hearings. Christopher Kearns, managing director of Berkeley, attests that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm's current hourly rates are: 2019 2020 Director $775 - $1,050 $825 - $1,095 Director $595 - $815 $625 - $835 Professional Staff $275 - $720 $280 - $740 Support Staff $135 - $275 $135 - $275 Christopher Kearns $1,050 $1,095 John Esposito $995 $995 Rick Wright $775 $825 Henry Kahwaty $740 $740 Chau Hoang $550 $590 Albert Jiang $415 $465 Teddy Hoang $275 $350 The firm can be reached through: Christopher J. Kearns Berkeley Research Group, LLC 810 Seventh Avenue, Suite 4100 New York, NY 10019 Tel: 646-205-9320 Phone: 646-454-1174 About Southern Foods Group dba Dean Foods Southern Foods Group, LLC, which conducts business under the name Dean Foods, is a food and beverage company and a processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. Southern Foods and its affiliates filed for bankruptcy protection on Nov. 12, 2019 (Bankr. S.D. Texas, Lead Case No. 19-36313). The petitions were signed by Gary Rahlfs, senior vice president and chief financial officer. Judge David Jones presides over the cases. The Debtors posted estimated assets and liabilities of $1 billion to $10 billion. The Debtors tapped David Polk & Wardell LLPas general bankruptcy counsel; Norton Rose Fulbright US LLP as local counsel; Alvarez Marsal as financial advisor; Evercore Group LLC as investment banker; and Epiq Corporate Restructuring LLC as notice and claims agent. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 22, 2019. The committee is represented by Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP. DELCATH SYSTEMS: Has 68,556 Common Shares Outstanding as Jan. 6 --------------------------------------------------------------- Delcath Systems, Inc. had 68,556 shares of common stock, par value $0.01 per share outstanding as of Jan. 6, 2020. This increase was due to the rounding up of fractional shares of Common Stock related to the Company's previously disclosed recent reverse stock split as well as conversions of the Company's Series E Preferred Stock and Series E-1 Preferred Stock into shares of Common Stock. About Delcath Systems Headquartered in New York, Delcath Systems, Inc. -- http://www.delcath.com/-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The Company's investigational product -- Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. The Company has been enrolling a global Registration clinical trial for Patients with Hepatic Dominant Ocular Melanoma (OM) called The FOCUS Trial and have initiated a global Phase 3 clinical trial for intrahepatic cholangiocarcinoma (ICC) called The ALIGN Trial. Melphalan/HDS has not been approved by the U.S. Food & Drug Administration (FDA) for sale in the U.S. In Europe, its system is marketed under the trade name Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT) and has been used at major medical centers to treat a wide range of cancers of the liver. Since January 2019 CHEMOSAT is marketed under an exclusive licensing agreement with medac, a privately held multi-national pharmaceutical company headquartered in Germany and specializing in the treatment and diagnosis of oncological, urological and autoimmune diseases. Delcath reported a net loss of $19.22 million for the year ended Dec. 31, 2018, following a net loss of $45.12 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $18.89 million in total assets, $37.72 million in total liabilities, and a total stockholders' deficit of $18.82 million. Marcum LLP, in New York, New York, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 14, 2019, on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a working capital deficiency, has incurred 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. DIFFUSION PHARMACEUTICALS: Sabby Volatility Reports 4.9% Stake -------------------------------------------------------------- Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2019, they beneficially own 1,667,574 shares of common stock of Diffusion Pharmaceuticals Inc., which represents 4.99% of the shares outstanding. Sabby Management, LLC and Hal Mintz do not directly own any common shares, but each indirectly owns 1,667,574 common shares. Sabby Management,LLC, a Delaware limited liability company, indirectly owns 1,667,574 common shares because it serves as the investment manager of Sabby Volatility Warrant Master Fund, Ltd., a Cayman Islands company. Mr. Mintz indirectly owns 1,667,574 common shares in his capacity as manager of Sabby Management, LLC. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/8urxBY 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. DIJA HOLDINGS: Jan. 28, 2020 Plan Confirmation Hearing Set ---------------------------------------------------------- Debtor DIJA Holdings, LLC, filed with the U.S, Bankruptcy Court for the District of North Dakota a Disclosure Statement dated October 16, 2019. On Dec. 18, 2019, Judge Shon Hastings approved the Third Amended Disclosure Statement and established the following dates and deadlines: * Jan. 17, 2020, is the deadline to file written objections to confirmation of Debtor’s Third Amended Plan of Reorganization. * Jan. 22, 2020, is the deadline to file a written response to the objections. * Jan. 28, 2020, is the deadline to file a complaint objecting to discharge. * Jan. 28, 2020, at 2:00 p.m. in Courtroom 1, Fourth Floor, U.S. Courthouse and Federal Building, Third and Rosser Avenue, Bismarck, North Dakota is the hearing on confirmation of Debtor's Third Amended Plan of Reorganization. A full-text copy of the Disclosure Statement Order is available at https://tinyurl.com/vkmyojp from PacerMonitor.com at no charge. The Debtor is represented by: Molly S. Considine Patten, Peterman, Bekkedahl & Green, PLL PO Box 1239 Billings, MT 59103 About Dija Holdings Dija Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.D. Case No. 19-30408) on July 18, 2019. In the petition signed by Jason Gillen, managing member, Dija Holdings was estimated to have assets of less than $500,000 and liabilities of less than $1 million. The case has been assigned to Judge Shon Hastings. Dija Holdings is represented by Patten, Peterman, Bekkedahl & Green PLLC. No official committee of unsecured creditors has been appointed in the Debtor's case. DORIAN LPG: BW Euroholdings Lowers Stake to 4.8% as of Jan. 7 ------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, BW Euroholdings Limited, et al., reported that as of Jan. 7, 2020, they have ceased to be the beneficial owners of more than five percent of the common shares of Dorian LPG Ltd. Euroholdings sold 300,000 Common Shares on Jan. 7, 2020 in open market transactions executed by a broker on Euroholdings' behalf. As of Jan. 7, 2020, BW Euroholdings Limited may be deemed to be the beneficial owner of, and may be deemed to have shared voting and dispositive power over, 2,617,174 Common Shares, which represents 4.8% of the total outstanding Common Shares. This percentage is based on 54,596,027 Common Shares outstanding as of Oct. 25, 2019, according to the Q2 2020 10-Q. Each of Sohmen Family Foundation and BW Group Limited may be deemed to be the beneficial owner of, and may be deemed to have shared voting and dispositive power over, 2,617,274 Common Shares of Dorian LPG. As of Jan. 7, 2020, BW LPG Limited and BW LPG Holding Limited may be deemed to be the beneficial owner of, and may be deemed to have shared voting and dispositive power over, 100 Common Shares. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/VMEnJM About Dorian LPG Stamford, Connecticut-based Dorian LPG Ltd. -- http://www.dorianlpg.com/-- is a liquefied petroleum gas shipping company and an owner and operator of modern very large gas carriers. Dorian LPG's fleet currently consists of twenty-three modern VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA; London, United Kingdom; Copenhagen, Denmark; and Athens, Greece. Dorian LPG reported a net loss of $50.94 million for the year ended March 31, 2019, a net loss of $20.40 million for the year ended March 31, 2018, and a net loss of $1.44 million for the year ended March 31, 2017. As of Sept. 30, 2019, Dorian LPG had $1.64 billion in total assets, $687.83 million in total liabilities, and $954.37 million in total shareholders' equity. DUN & BRADSTREET: Fitch Affirms B LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings affirmed Dun & Bradstreet's and Star Parent, LP's Long-Term Issuer Default Ratings at 'B' with a Stable Outlook. Fitch has also affirmed Dun & Bradstreet's senior secured issue ratings at 'BB'/'RR1' and upgraded the senior unsecured issue rating to 'BB-'/'RR2' from 'B-'/'RR5'. The affirmation reflects performance to date, which has generally been in-line to better than Fitch's expectations. Fitch believes revenue in 2019 will grow nearly 2%, in small part due to the acquisition of Lattice Engines, but also due to broad based growth in North America and internationally, across product lines. The company, now under new management for only a few quarters has focused on delivering $192 million of run rate cost savings, with the achievement of $200 million by YE ahead of schedule. Fitch's margin expectation of about 41% looks now to be achieved in 2019, ahead of Fitch's prior expectation. There is further upside with the potential for operating leverage if growth is stronger than low single digit annually as Fitch conservatively assumes and further cost saves are achieved. A data analytics business like Dun & Bradstreet should theoretically be able to bring its margins into the mid-40s if not higher. Notably, relative to its prior financial policy expectations, the Dun & Bradstreet Board has approved $64 million in distributions to the parent shareholders of the Series A preferred. Fitch now assumes, while deferrable, the company makes cash payment of the 12% PIK coupon on an annual basis. Management in its most recent earnings call said it is reviewing its debt structure, beginning with the TLB, which has a soft call in February. Overall, the owners and management feel performance has exceeded the pricing achieved during the LBO financing a year ago. Fitch's base case does not contemplate a refinancing and will update accordingly. As an additional concern, capex investment in technology is now set to be about 50% lower than at the initial rating (Fitch-assumed $140 million vs. $240 million total over forecast period) as management has said some investment related to legacy system work has been or can be mitigated. Chronic technology underinvestment by previous management teams contributed to growth being several points below pre-recession levels. However, the company's approximate $130 million acquisition of Lattice Engines (funded in part by a $100 million capital call) can be seen as part of a buy vs. build decision to achieve planned product development through technology investment. Finally, stronger adjusted EBITDA performance ($510 million for the nine month period ending Sept. 30, 2019 vs. $401 million for the LTM period ending Sept. 30, 2018) dramatically improves expected recovery, supporting an upgrade to the unsecured bond rating. KEY RATING DRIVERS Cost Savings on Track: Dun & Bradstreet achieved $192 million of net annualized run rate cost savings as of the end of 3Q19. Management said it is ahead of schedule to achieve its goal of $200 million on a run rate basis ahead of schedule by YE 2019. As a result, adjusted EBITDA margin has increased steadily from 33.1% in full year 2018 (30.6% in 3Q18) to 43.4% in 3Q19. Fitch expects full year 2019 EBITDA margin of approximately 41%. Third-party cost analysis done leading up to the take private transaction suggested potential cost savings 50% or higher. This along with the fact that peer margins in the data analytics space, which tend to be in the mid-40s to low-50s, would also suggest Dun & Bradstreet could further improve its margin profile. Leverage Improvement: Fitch-calculated initial closing leverage of approximately 8.1x was particularly high for the rating category. However, leverage declined to 6.0x for the LTM period ending Sept. 30, 2019. Fitch expects leverage will approach 5.5x by 2022, mainly due to its improved margin profile under conservative operating assumptions (flat margins and very low single digit growth). However, the fact remains that Dun & Bradstreet has taken on significant financial commitments following seven years of muted organic growth and several unsuccessful turnarounds. The board has thus far utilized FCF generation in part to provide $64 million in distributions to series A preferred holders, as opposed to outright debt reduction. Transition to Growth: Adjusted revenue grew 8.5% on a constant currency basis in 3Q19 reflecting 10% growth in the North American segment, driven in part by the acquisition of Lattice Engines. Growth was also driven by Sales and Marketing, Government and Finance Solutions due to timing, increased usage and stronger sales. International revenue increased 2% primarily due to growth in the UK across multiple product lines. The company has outlined three main strategies for driving growth. One, is a change to its go to market with a new commission program that emphasizes multi-year contracts and cross- and up-selling. Two, the company is improving its delivery mechanisms through development of modern APIs, consolidation of legacy platforms and increased quality control. Three, the company is working to increase its data analytics offerings, in line with other DAP peers. These strategies, will take time to play out and Fitch takes a conservative view by assuming only 1% to 2% growth annually over the rating horizon. This follows the slowing or organic growth from mid-single-digits prior to the 2008-2009 financial crisis to around 1% to 2% on average thereafter. Deleveraging Capacity: Fitch estimates DNB will generate meaningful FCF available for debt repayment. The sponsors have previously stated they intend to maintain balanced financial policies to reduce debt and enable growth. Further, while the investors said at the outset to have no expectation of near-term dividends, the company has made $64 million in distributions to the preferred shareholders YTD through 3Q19. On the 3Q19 earnings call, management said it was analyzing its capitalization in light of its recent performance and called out the soft call on the term loan B. The CEO specifically said the current debt level is "more than we'd like to have," and that in reviewing potential debt structure options would "look for way . . . to reduce the overall leverage of the company." DERIVATION SUMMARY DNB's business profile as a data analytics provider is supported by its market position with a near 60% market share of core commercial credit in North America, recurring revenue base with subscriptions representing two thirds of revenue, and long standing customer base with an approximate 85% retention rate. The top 10 customers represent only 10% of DNB's revenue and the company is broadly diversified across sectors although it is heavily weighted toward the Americas (greater than 80% of revenue). These business profile characteristics compare favorably with DNB's data analytics peers, the majority of which are solid investment grade. However, DNB's organic growth profile (approximately 1%-2%) has been muted relative to more highly rated peers that have consistently grown at mid-single-digits. DNB's operating EBITDA margin previously about 10 to 20 points below its peers and its FCF margin is lower as a result, although the company has made significant strides in improving its margins over several quarters. Fitch rates corporate subsidiaries of private equity vehicles, or similar financial investors, based upon the standalone credit profile and does not generally assume parent-subsidiary or relevant investor-investee relationship under the Parent and Subsidiary Rating Linkage criteria. Further, Fitch assesses the $1.068 billion preferred equity to not be debt of the rated entity. No Country Ceiling constraints or Operating Environment influence were in effect for these ratings. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Low single digit organic, constant currency growth over forecast horizon; -- Operating EBITDA margin of approximately 41% reflecting realization of cost savings; -- Total capex of 5% to 6% of revenue including additional capitalized technology investment; -- FCF generation available for debt repayment but not assumed beyond required amortization and modest excess cash flow payments over rating horizon; -- Preferred equity not debt of the rated entity, annual distribution made to holder from cash flow; -- Refinancing of capital structure not contemplated. Recovery Assumptions -- The recovery analysis assumes that DNB would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. -- DNB's going concern EBITDA is based on LTM Sept. 30, 2019, Fitch operating EBITDA of $677 million. The going-concern EBITDA is 10% below LTM EBITDA to reflect a stress scenario partially remediated through restructuring. -- Fitch assumes a fully drawn revolver in its recovery analysis since credit revolvers are tapped as companies are under distress. Fitch assumes a full draw on DNB's $400 million and the $63 million repatriation bridge facility (which must be repaid in full by Feb. 7, 2020). -- An enterprise value (EV) multiple of 8x is used to calculate a post-reorganization valuation, above the 5.5x median TMT emergence EV/forward EBITDA multiple. The 8x multiple Fitch's positive view of the data analytics subsector including the typically high proportion of recurring revenues, proprietary data and relatively high EBITDA margins and strong FCF conversion. Fitch utilized an 8x multiple for similarly situated data analytics companies to reflect proprietary offerings that are tightly integrated in customer workflows. -- Recent acquisitions in the data and analytics subsector have occurred substantially higher multiples. The investor acquired DNB for 13x adjusted EBITDA (excluding synergies). An investor consortium acquired the Financial & Risk division of Thomson Reuters for approximately 11.3x LTM Dec. 31, 2017 adjusted EBITDA (excluding synergies). IHS Markit acquired Ipreo for approximately 16x expected 2019 adjusted EBITDA in 2018. Moody's acquired Bureau van Dijk for approximately 23x EBITDA in 2017. XIO Group acquired J.D. Power for 13x in 2016. -- Current EV multiples of public companies similar to DNB trade at the 10x-18x range. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Total debt with equity credit to operating EBITDA expected to be sustained below 5.0x; -- FCF margin expected to be sustained at mid-teens or higher; -- Sustained positive organic constant currency revenue growth in excess of low single digit; -- Material voluntary debt reduction. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Total debt with equity credit to operating EBITDA expected to be sustained above 6.0x; -- FCF to gross debt expected to be sustained below 2.5%; -- Flat to negative sustained organic constant currency revenue growth; -- Shift to an aggressive financial policy; material dividends and/or incremental borrowings absent debt reduction. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity and Manageable Debt Structure: DNB had $101 million in cash and cash equivalents at Sept. 30, 2019. Additionally, DNB has access to a $400 million revolving credit facility of which $23 million was drawn at Sept. 30, 2019. Liquidity will be further supported by Fitch's expectation of in excess of $150 million of FCF in 2020 increasing to approximately $250 million in 2022 driven by modest top line growth at higher margin. DNB's maturity schedule is manageable with the repayment of the $63 million outstanding borrowings under the company's repatriation facility in 2020 and final maturities expected to extend beyond the rating horizon. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3. ESG issues are credit neutral or have only minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. -- The Dun & Bradstreet Corporation has an ESG Relevance Score of 4 for Governance Structure due to board independence risk as a result of its complex ownership structure which, in combination with other factors, impacts the rating. -- The Dun & Bradstreet Corporation has an ESG Relevance Score of 4 for Group Structure due to group transparency risk given its complex ownership and governance structure which, in combination with other factors, impacts the rating. ELAS LLC: Seeks to Hire Business Tax Solution as Accountant ----------------------------------------------------------- Elas, LLC d/b/a Calnopoly, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Business Tax Solution, LLC, as accountant to the Debtor. Elas, LLC requires Business Tax Solution to: -- prepare and provide financial reporting to be made in connection with the bankruptcy case, including income and expense reports, financial statements, tax returns, monthly operating reports; and -- provide data necessary for interim statements and operating reports. Business Tax Solution will be paid a flat fee of $997 for the federal income tax return. The firm will be paid at its usual hourly rates. Business Tax Solution will also be reimbursed for reasonable out-of-pocket expenses incurred. Cecilia Dixon, partner of Business Tax Solution, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Business Tax Solution can be reached at: Cecilia Dixon BUSINESS TAX SOLUTION, LLC 4730 S. Fort Apache, Suite 320 Las Vegas, NV 89147 Tel: (702) 507-0552 About Elas, LLC d/b/a Calnopoly, LLC Elas, LLC, owns 100% interest in two real estate properties located in Los Angeles, California having a total current value of $1.98 million. Elas, LLC, doing business as Calnopoly, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-12494) on Oct. 8, 2018. The petition was signed by Latrice Allen, managing member. At the time of filing, the Debtor had $1,986,300 in total assets and $1,026,878 in estimated liabilities. The case is assigned to Judge Victoria S. Kaufman. The Debtor is represented by Anthony Obehi Egbase, Esq. of A.O.E Law & Associates, APC. EMPREQUEKAS LLC: Seeks to Hire Davis & Santos as Special Counsel ---------------------------------------------------------------- Emprequekas, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Davis & Santos, P.C. as its special counsel. The firm will represent the Debtor in a lawsuit filed by MSA Foods, LLC in the 73rd Judicial District Court of Bexar County, Texas (Cause No. 2018-CI-18946). Davis & Santos will charge $300 per hour for its services. Davis & Santos does not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Santos Vargas, Esq. Davis & Santos, P.C. 719 South Flores San Antonio, TX 78204 Tel: (210) 853-5882 Fax: (210) 200-8395 Email: svargas@dslawpc.com About Emprequekas LLC Emprequekas LLC, a privately held company that operates in the food service industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 19-52513) on Oct. 25, 2019. At the time of the filing, the Debtor had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge Ronald B. King oversees the case. The Debtor is represented by the Law Office of H. Anthony Hervol. EP ENERGY: Notes Trustee Questions $500K for Equity Holders ----------------------------------------------------------- Wilmington Savings Fund Society, FSB (WSFS), in its capacities as successor indenture trustee under the 9.375% Senior Notes due 2020, 7.75% Senior Notes due 2022, and 6.375% Senior Notes due 2023, submitted a joinder to the Official Committee of Unsecured Creditors' objection to the Disclosure Statement explaining the Debtors' Plan. According to Wilmington Savings, the Disclosure Statement does not adequately describe the actual recovery to general unsecured creditors under the proposed Plan. Under the proposed Plan, unsecured creditors, including holders of Senior Unsecured Notes, will receive 1% of the reorganized equity under the Plan, subject to significant dilution. However, as explained in the Committee Motion, the proposed recovery for general unsecured creditors will effectively be nothing as a result of dilution and the distribution mechanics under the Plan. According to Wilmington Savings, the Disclosure Statement is woefully void of other key information necessary for creditors to make an informed decision on the terms of the proposed Plan. Such information omitted from the Disclosure Statement includes a valuation analysis of the Debtors' assets. Creditors require this information to effectively evaluate the proposed Plan and how they should vote. Wilmington Savings also points out that: * Under the Plan parent-level equity holders will receive a recovery in the form of a $500,000 cash distribution despite the fact that the holders of Senior Unsecured Notes and other unsecured creditors, which hold more than $2.5 billion in unsecured claims, are receiving a miniscule recovery in these cases. The Disclosure Statement must address the violation of the absolute priority rule which is inherent in such an arrangement. * The third-party and non-Debtor releases set forth in the Plan are sweepingly broad and are given for no consideration to the Debtors’ estates. These releases effectively insulate the controlling insiders, including but not limited to, Apollo and Access, from all potential claims and causes of action which could be valuable assets of the Debtors’ estates and inure to the benefit of unsecured creditors. A full-text copy of Wilmington's objection is available at https://tinyurl.com/w695wce from PacerMonitor.com at no charge. Wilmington Savings is represented by: Christopher M. Odell ARNOLD & PORTER KAYE SCHOLER LLP 700 Louisiana Street, Suite 4000 Houston, TX 77002-2755 Telephone: (713) 576-2400 Facsimile: (713) 576-2499 E-mail: christopher.odell@arnoldporter.com - and - Jonathan I. Levine ARNOLD & PORTER KAYE SCHOLER LLP 250 West 55th Street New York, New York 10019 Telephone: (212) 836-8000 Facsimile: (212) 836-8689 E-mail: jonathan.levine@arnoldporter.com - and - Ginger Clements ARNOLD & PORTER KAYE SCHOLER LLP 70 West Madison Street, Suite 4200 Chicago, Illinois 60602-4231 Telephone: (312) 583-2300 Facsimile: (312) 583-2360 E-mail: ginger.clements@arnoldporter.com About EP Energy EP Energy Corporation and its direct and indirect subsidiaries(OTC Pink: EPEG) -- http://www.epenergy.com/-- are a North American oil and natural gas exploration and production company headquartered in Houston, Texas. The Debtors operate through a diverse base of producing assets and are focused on the development of drilling inventory located in three areas: the Eagle Ford shale in South Texas, the Permian Basin in West Texas, and Northeastern Utah. EP Energy Corporation and its subsidiaries sought Chapter 11 protection on Oct. 3, 2019, after reaching a deal with Elliott Management Corporation, Apollo Global Management, LLC, and certain other noteholders on a bankruptcy exit plan that would reduce debt by 3.3 billion. The lead case is In re EP Energy Corporation (Bankr. S.D. Tex. Lead Case No. 19-35654). EP Energy was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Marvin Isgur is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Evercore Group L.L.C. as investment banker; and FTI Consulting, Inc., as financial advisor. Prime Clerk LLC is the claims agent. FENCEPOST PRODUCTIONS: Jan. 29, 2020 Ch. 11 Status Conference Set ----------------------------------------------------------------- On January 29, 2020, at 11:00 AM, the Court will conduct a preliminary status conference in Room 210, United States Courthouse, 444 SE Quincy, Topeka, Kansas 66683, at which time the managing officer and counsel of Debtor Fencepost Productions Inc. are directed to appear. The principal purpose of the status conference is to assist the Court in managing its docket and the case. Parties other than the Debtor's management and its counsel will be allowed to speak briefly about concerns or problems they anticipate may arise in the case, but they will not be allowed to request relief or seek orders on pending motions and proceedings that will be otherwise scheduled. A full-text copy of the Order is available at https://tinyurl.com/yxygtxr4 from PacerMonitor.com at no charge. About Fencepost Productions Fencepost Productions, Inc. -- http://www.fencepostproductions.com/ -- is a designer and distributor of men's, women's, and youth outdoor apparel under its brands Staghorn River, Willow Trails, and Northern Outpost. Fencepost Productions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 19-22623) on Dec. 18, 2019. In the petition signed by Matthew Gray, president, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. Jonathan A. Margolies, Esq., at Mcdowell Rice Smith & Buchanan, is the Debtor's counsel. FULL X TECH: Unsecureds With $1.79M Claims to Have 20.4% Recovery ----------------------------------------------------------------- Debtor Full X Tech, Corp. filed with the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, a Second Amended Plan of Reorganization and a corresponding Disclosure Statement. According to the Second Amended Disclosure Statement, Class 2 consists of all Allowed General Unsecured Claims, which total $1,787,803 per the claims register. Class 2 creditors shall share pro rata in a total distribution in approximate amount of $365,000 (which the Debtor estimates will be a 20.4% distribution) as follows: (1) a one-time payment on the effective date of $215,000 ($200,000 in DIP Account plus $15,000 new value to be paid by the Debtor's President Cristhian Villagomez.) (2) $150,000 payable over 60 months of the effective date. Existing equity shall be cancelled. New equity in the Reorganized Debtor will be issued to Cristhian Villagomez in exchange for the New Value Contribution. The means necessary for the execution of this Plan include the Debtor's income from its business operations. The Debtor shall, and believes it can, generate and receive sufficient income to the amount necessary to enable it to make all payments due under the Plan. The Debtor shall be the disbursing agent. Any recovery from adversary case Full X Tech Corp. v. Titanium International Inc., 19-01798-RAM shall belong 100% to the Reorganized Debtor. A full-text copy of the Second Amended Disclosure Statement is available at https://tinyurl.com/vyfmwva 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. GENESIS ENERGY: Moody's Assigns B1 Rating to New Unsec. Notes ------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Genesis Energy LP's proposed senior unsecured notes due 2028. Its existing ratings are unchanged, including the Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, B1 ratings on the existing senior unsecured notes and the SGL-3 Speculative Grade Liquidity Rating. The rating outlook is stable. "Genesis Energy's proposed notes issuance will refinance existing debt without impacting the company's leverage," stated James Wilkins, Moody's Vice President. The following summarizes the ratings activity. Assignments: Issuer: Genesis Energy LP Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD4) Senior Unsecured Shelf, Assigned (P)B1 RATINGS RATIONALE The proposed senior unsecured notes, which are rated B1, rank pari passu with and are rated the same as GEL's existing senior unsecured notes. The senior unsecured rating is one notch below the Ba3 CFR and reflects the lower priority ranking compared to obligations under the company's $1.7 billion senior secured revolving credit facility (unrated) that has a first lien on all assets. The large size of the secured claims relative to the unsecured notes results in the notes being rated one notch below the Ba3 CFR. GEL's Ba3 CFR reflects its scale, relatively stable fee-based cash flows, vertical integration among its assets and a high degree of business line diversification for a company of its size with offshore pipelines, sodium minerals and sulfur services, marine transportation, and onshore facilities and transportation operations. The company is a large US producer of natural soda ash, which enjoys cost advantages over synthetic soda ash production, and generates steady cash flows. The soda ash expansion project at the Granger facility expected to go into service in 2022 will further boost its cash flows. The company's credit profile is currently constrained by its geographic concentration, elevated leverage, and high distributions which limit the company's ability to generate free cash flow and reduces debt. GEL pays out a significant amount of its cash flow in the form of distributions, as is expected for an MLP. The SGL-3 Speculative Grade Liquidity Rating reflects Moody's expectations that GEL will maintain adequate liquidity through 2020, supported by operating cash flow and unused availability under its revolving credit facility due in May 2022. There was approximately $751.9 million available for borrowing as of September 30, 2019, after considering the outstanding balance of $947 million and $1.1 million of letters of credit. Commitments under the secured revolver total $1.7 billion (with an accordion feature allowing an additional $300 million increase in commitments). The company will remain reliant on the revolver through 2020, as it continues to maintain borrowings under the facility. The revolver has three financial covenants: (1) a maximum Debt to EBITDA ratio of 5.5x; (2) a maximum Senior Secured Debt to EBITDA ratio of 3.5x; and (3) a minimum interest coverage (EBITDA to Interest Expense) ratio of 3.0x. Moody's expects GEL to remain in compliance with its covenants through mid-2020. The company has no debt maturities prior to 2022, when its revolver matures. The $750 million notes due 2022 are being refinanced with the proceeds of the proposed notes due 2028. Substantially all of GEL's assets are currently pledged as security under the revolving credit agreement, which limits the extent to which asset sales could provide a source of additional liquidity, if needed. The ratings could be downgraded if Debt/EBITDA remains above 5.25x on a sustained basis or core business fundamentals weaken. An upgrade is unlikely at this time given the high leverage, but the CFR could be upgraded if Moody's expects GEL's businesses to exhibit steady earnings growth, Debt to EBITDA trends towards 4.0x and liquidity is good. The principal methodology used in these ratings was Midstream Energy published in December 2018. Genesis Energy LP is a midstream master limited partnership with assets located in the US Gulf Coast region. The company conducts a wide variety of operations through four different business segments: Offshore Pipeline Transportation (46% of 2019 Q3 segment margin), Sodium Minerals & Sulfur Services (31% of segment margin), Onshore Facilities and Transportation (14% of segment margin) and Marine Transportation (8% of segment margin). GRANITE VALLEY: Gets Interim Cash Access, May Market Property ------------------------------------------------------------- Judge Harlin DeWayne Hale granted Granite Valley Grande, LLC, interim access to the cash collateral of Greystone Bridge Working Cap LLC, successor-in-interest in a series of transfers of interest in certain loan documents which the Debtor executed with Greystone Servicing Corporation, Inc., before the Petition Date. The Debtor intends to use the cash collateral to fund ordinary and necessary operating and maintenance costs of its business operations. The Debtor owns a real estate located at 901 Wildrose Lane, Brownsville, Texas, which it leased to Senior Care Centers, LLC, a senior care facility, which filed a Chapter 11 petitions, along with its affiliates. SCC's inability to pay its rent resulted in the Debtor's going into default in its loan agreement with Greystone and, later, this Chapter 11 case. The Debtor borrowed $16,600,000 from Greystone Servicing Corporation, Inc., secured by a certain deed of trust granting a lien and security interest in the Debtor's Brownsville property. To avoid foreclosure on the Brownsville property, the Debtor negotiated with SCC to obtain control of the property in order to form a new operating entity to operate the skilled nursing facility operating on the Brownsville property. In Dec. 17, 2019, SAK Texas, LLC, was engaged as the new interim manager to manage both the operating entity and the nursing facility. The Debtor indicated it is willing to provide approximately $215,000 of working capital needed by SAK to operate the facility. The Debtor disclosed that it has marketed the facility for lease or sale and has yet to consummate the transaction. As of July 31, 2019, the outstanding balance of the loan, including all principal, accrued interest, fees and costs aggregate $17,159,997.63. A copy of the motion is available https://is.gd/zUV7tN from PacerMonitor.com at no charge. The Court ruled that: (a) as adequate protection, the Debtor will make monthly payments to Greystone for $102,294.34 beginning on February 1, 2020, as monthly interest payments under the loan documents, at the applicable non-default contract rate of interest. (b) Greystone will be granted (i) continuing liens and security interests under the terms and conditions of the Loan Documents between the Debtor and Greystone and in the Collateral and (ii) a replacement first priority perfected security interest in all collateral generated after the Petition Date, which replacement liens will be deemed automatically perfected upon entry of this order. (c) as additional adequate protection, the Debtor will continue efforts to market the collateral and facility for a sale or refinance of the loan on terms acceptable to Greystone, and will use commercially reasonable efforts to complete any such sale or refinance within six months from entry of this interim order. A copy of the interim order is available at https://is.gd/WkGP9o from PacerMonitor.com. A final hearing on the motion is scheduled for January 14, 2020, at 1:30 p.m. (Central Standard Time). Counsel to Greystone Bridge Working Cap LLC may be reached through: Daniel J. Ferretti, Esq. Baker Donelson 1301 McKinney St., Suite 3700 Houston, TX 77010 Telephone: (713) 650-9700 Facsimile: (713) 650-9701 E-mail: dferretti@bakerdonelson.com About Granite Valley Grande Granite Valley Grande, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The company sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-33747) on November 5, 2019 in Dallas, Texas. On the Petition Date, the Debtor was estimated to have between $10 million and $50 million in both assets and liabilities. The petition was signed by Allen L. Boerner, principal and founder of Granite Investment Group, manager of Granite Valley Grande, LLC. Judge Harlin DeWayne Hale is assigned to the case. Crowe & Dunlevy, P.C., is serving as the Debtor's counsel. H & S TOWING: Seeks to Hire Craig A. Diehl as Special Counsel ------------------------------------------------------------- H & S Towing Service, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire the Law Offices of Craig A. Diehl as its special counsel. The Debtor is involved in a dispute with its landlord over the amount of rent required to be paid under their lease contract. It is also pursuing a claim against Maritech International LTD. and needs the services of the law firm to handle the matter. The firm's hourly fees are: Craig Diehl, Esq. $250 Michael Trimmer, Esq. $250 Legal Assistants $110 Michael Trimmer, Esq., disclosed in court filings that he is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael A. Trimmer, Esq. Law Offices of Craig A. Diehl 3464 Trindle Road Camp Hill, PA 17011 Tel: (717) 763-7613 Fax: (717) 763-8293 About H & S Towing Service H & S Towing Service, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 19-01801) on April 27, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. The case is assigned to Judge Henry W. Van Eck. The Law Office of Lawrence G. Frank is the Debtor's counsel. HOUSTON GRANITE: May Use Cash Collateral Thru March 2020 -------------------------------------------------------- Houston Granite and Marble Center LLC asked the Bankruptcy Court to authorize use of additional cash collateral on an interim basis through March 2020 while it formulates its plan of reorganization. The Debtor proposed to grant replacement liens to Millennial Capital Management LLC, Quicksilver Capital LLC, and Premiere Capital Funding for the use of the cash collateral in accordance with the proposed budget. Millennial Capital is the holder of Claim No. 3 based upon a $270,000 judgment in the 125th Judicial District Court of Harris County, Texas, plus reasonable attorneys' fees. Millenial Capital holds a secured interest in the Debtor's estate, asserting ownership of certain identified receivables and perfected security interests and liens in substantially all of the Debtor's assets. Quicksilver Capital and Premiere Capital each hold pre-petition liens on the Debtor's accounts receivable and cash proceeds. A copy of the third cash collateral motion is available at https://is.gd/ZPNkHb from PacerMonitor.com free of charge. Judge David R. Jones approved the Debtor's request following an agreement reached between the Debtor and Millennial Capital. The Debtor is authorized to use the cash collateral pursuant to the budget. The budget (covering the period through March 31, 2020) provided for $114,180 in total expenses for the period from Jan. 1 to Jan. 31, 2020, including $30,000 for contract labor and $12,000 for executive payroll. The Court further ruled that: (a) as adequate protection, Millennial Capital, Quicksilver Capital and Premiere Capital are granted valid, perfected and enforceable replacement security interests in and upon all categories of the Debtor's property upon which the lenders held valid pre-petition liens and security interests; (b) as additional adequate protection for Millennial, the Debtor will pay Millennial, whichever is greater of (1) $4,000 or (2) amounts, if any, from the sale of items from the selected inventory, on or before the 30th day of each successive calendar month beginning December 2019 and continuing through March 2020. The dockets disclosed that the Debtor and Millennial have conducted a preliminary "sticky-dot" tour in November 2019 to select and designate certain items of inventory for re-sale by the Debtor for the benefit of Millennial. Monies collected and remitted to Millennial from the sale of the selected inventory will be credited to Millennial's outstanding judgment. A copy of the Interim Order is available at https://is.gd/w7SWKd from PacerMonitor.com free of charge. A final hearing on the motion is set for Jan. 14, 2020 at 10:30 a.m. About Houston Granite Houston Granite and Marble Center LLC is a family owned and operated company that supplies granite, marble, and other natural stone products. The Company previously filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-31994) on April 16, 2016. Recently, the Debtor sought Chapter 11 protection (Bankr. S.D. Texas Case No. 19-35315) on Sept. 24, 2019. In the petition signed by John Sykoudis, member, the Debtor was estimated to have assets between $1 million and $10 million, and liabilities of the same range. Cage, Hill Niehaus LLP is the Debtor's counsel. HUBILU VENTURE: Incurs $42,208 Net Loss for Quarter Ended Sept. 30 ------------------------------------------------------------------ Hubilu Venture Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $42,208 on $120,293 of rental income for the three months ended Sept. 30, 2019, compared to a net loss of $60,433 on $60,183 of rental income for the same period in 2018. At Sept. 30, 2019, the Company had total assets of $4,109,488, total liabilities of $4,853,774, and $744,286 in total stockholders' deficit. Chairman and Chief Executive Officer David Behrend said, "At September 30, 2019, the Company had not yet achieved profitable operations, had an accumulated deficit of $1,269,345 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/T7iI07 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. IMPERIAL SIGNATURE: Has Until Feb. 10 to File Plan & Disclosures ---------------------------------------------------------------- On Nov. 11, 2019, debtor Imperial Signature Landscapes, LLC & Pond Maintenance filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, a petition for relief under Chapter 11 of the Bankruptcy Code. The court has reviewed the case file and has determined that the debtor must file a plan and disclosure statement on or before Feb. 10, 2020. A full-text copy of the Order is available at https://tinyurl.com/vwfpxrc from PacerMonitor.com at no charge. 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. INSPIRED CONCEPTS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Inspired Concepts, LLC 555 S. Mission St. Mt. Pleasant, MI 48858 Business Description: Inspired Concepts LLC is a privately held investment and restaurant management company based in Mt. Pleasant, Michigan. Chapter 11 Petition Date: January 10, 2020 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 20-20034 Judge: Hon. Daniel S. Oppermanbaycity Debtor's Counsel: Jeffrey Grasl, Esq. GRASL PLC 31800 Northwestern Hwy. Suite 350 Farmington Hills, MI 48334 Tel: 248-385-2980 Email: jeff@graslplc.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jeff Neely, member. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/qZQdYV IOTA COMMUNICATIONS: To Complete 2nd Closing Under APA on Jan. 17 ----------------------------------------------------------------- Iota Communications, Inc., completed on Dec. 31, 2019, the first phase of the second closing under the Nov. 15, 2019 Asset Purchase Agreement between the Company and Link Labs, Inc., a Delaware corporation. The second closing under the APA was to take place on or before Dec. 31, 2019 and involve: (i) Link's provision of evidence of termination of the existing agreements constituting the second closing assets under the APA( which assets relate to the development, purchase and ongoing usage and maintenance fees for the IOTA Link and Conductor system supplied by Link to the Company); (ii) the Company's payment of $1,000,000 in cash to Link; (iii) the Company's payment of $430,666 in cash to Link (such payment representing the second and final payment of certain overdue invoice payments owed by the Company to Link); and (iv) the Company's issuance of two promissory notes to Link, each in the principal amount of $1,000,000, with the first of such notes due on or before March 31, 2020 and the second on or before June 30, 2020. Because the Company was not able to make the cash payments to Link described in (ii) and (iii) above by the Dec. 31, 2019 due date under the APA, on that date the Company entered into a Side Letter Agreement with Link whereby the Company agreed to break the second closing into three phases. The first phase of the second closing which involved the Company's issuance of the Notes was completed on Dec. 31, 2019. The second phase which involved the Company's payment of $1,000,000 to Link was completed on Jan. 3, 2020. The third and final phase of the second closing which involves the Company's payment of $430,666 to Link and Link's provision of the Termination of Agreements is scheduled to be completed on Jan. 17, 2020. The third and final closing under the APA remains scheduled to take place on or before June 30, 2020, the maturity date of the second Note. About Iota Communications Newark, New Jersey-based Iota Communications, Inc., formerly known as Solbright Group, Inc. -- https://www.iotacommunications.com/ -- is a wireless network carrier system and software applications provider dedicated to the Internet of Things. Iota sells recurring-revenue solutions that optimize energy usage, sustainability and operations for commercial and industrial facilities both directly and via third-party relationships. Iota also offers important ancillary products and services which facilitate the adoption of its subscription-based services, including solar energy, LED lighting, and HVAC implementation services. Iota Communications reported a net loss of $56.78 million for the year ended May 31, 2019, compared to a net loss of $16.49 million for the year ended May 31, 2018. As of May 31, 2019, the Company had $12.98 million in total assets, $107.73 million in total liabilities, and a total stockholders' deficit of $94.76 million. Friedman LLP, in Marlton, NJ, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Sept. 13, 2019, citing that the Company has an accumulated deficit and a working capital deficiency as of May 31, 2019, generated recurring net losses, and negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. JAUREGUI TRUCKING: Gets Interim Authority to Use Cash Collateral ---------------------------------------------------------------- Judge Mark Houle authorized Jauregui Trucking, Inc., to use cash collateral through January 7, 2020 on an interim basis. As partial additional adequate protection, PPB will be granted a valid, perfected and enforceable replacement lien on all of the Debtor's post-petition assets in the same priority as PPB's liens on the Debtor's assets before the filing of the Debtor's Chapter 11 case. PPB's replacement lien will not extend to avoidance action claims which the Debtor may now hold. About Jauregui Trucking Jauregui Trucking, Inc., is a trucking company in Ontario, California. It operates 44 trucks and at least 200 dry van trailers, and employs 75 drivers and other employees. Jauregui Trucking sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-17537) on Aug. 27, 2019. In the petition signed by Frank Jauregui, president, the Debtor disclosed total assets of $3,004,195 and total liabilities of $6,469,273. Judge Mark D. Houle is the case judge. The Debtor's counsel is The Bisom Law Group. JIM'S DISPOSAL: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Jim's Disposal Service, LLC 930 Chestnut Trfwy Kansas City, MO 64127 Business Description: Jim's Disposal Service, LLC offers disposal and recycling services to both commercial and residential. Chapter 11 Petition Date: January 10, 2020 Court: United States Bankruptcy Court Western District of Missouri Case No.: 20-40050 Judge: Hon. Brian T. Fenimore Debtor's Counsel: Larry Pittman, Esq. CONROY BARAN 1316 Saint Louis Avenue 2nd FL Kansas City, MO 64101 Tel: 816-210-9680 E-mail: lpittman@conroybaran.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Charles C. Byrd, president. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/X5Bk0b JT MEAT & GROCERY: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: JT Meat & Grocery Corp. d/b/a Fine Fare Supermarket 1472 Boston Road Bronx, NY 10460 Business Description: JT Meat & Grocery Corp. is a privately held company in the grocery stores business. Chapter 11 Petition Date: January 10, 2020 Court: United States Bankruptcy Court Southern District of New York Case No.: 20-10060 Debtor's Counsel: Clifford A. Katz, Esq. PLATZER, SWERGOLD, LEVINE, GOLDBERG, KATZ & JASLOW, LLP 475 Park Avenue South 18th Floor New York, NY 10016 Tel: 212-593-3000 E-mail: ckatz@platzerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Kevin Tavera, president. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/C6FTqP KRISU HOSPITALITY: Court Extends Interim Cash Collateral Use ------------------------------------------------------------ Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas extended the terms contained in Interim Order granting Krisu Hospitality, LLC's Motion to Use Cash Collateral until the next docket. Accordingly, the final hearing on the Cash Collateral Motion is scheduled for Jan. 16, 2020, at 1:30 p.m. Objections are due no later than Jan. 13. About Krisu Hospitality Krisu Hospitality, LLC, is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Krisu Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-20347) on Nov. 4, 2019, disclosing assets of less than $50 million and debt under $10 million. Judge Robert L. Jones is assigned to the case. SWINDELL LAW FIRM is the Debtor's counsel. KRS GLOBAL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: KRS Global Biotechnology, Inc. 791 Park of Commerce Blvd., Suite 600 Boca Raton, FL 33487-3633 Business Description: KRS Global Biotechnology, Inc. -- http://krsbio.com/-- owns and operates a human outsourcing facility that provides sterile and non-sterile compounding services to patients, surgery centers, ophthalmology clinics, hospitals, and universities. KRS is registered with the FDA as a DEA Manufacturer and holds State Board of Pharmacy licenses both in-state and out-of- state. Chapter 11 Petition Date: January 10, 2020 Court: United States Bankruptcy Court Southern District of Florida Case No.: 20-10350 Judge: Hon. Mindy A. Mora Debtor's Counsel: Malinda L. Hayes, Esq. MARKARIAN & HAYES 2925 Pga Blvd., Suite 204 Palm Beach Gardens, FL 33410-2909 Tel: (561) 626-4700 E-mail: malinda@businessmindedlawfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Elsa Kerpi, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/OXnrxG LAREDO PETROLEUM: S&P Rates New $450MM Senior Unsecured Notes 'B+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue-level and '3' recovery ratings to Tulsa, Okla.-based exploration and production company Laredo Petroleum Inc.'s proposed $450 million senior unsecured notes due 2025 and $450 million senior unsecured notes due 2028. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery of principal in the event of a payment default. Laredo will use the proceeds from this offering to redeem its existing $450 million senior unsecured notes due 2022 and $350 million senior unsecured notes due 2023. Laredo will use the additional proceeds to pay down approximately $80 million on its revolving credit facility. S&P views the proposed refinancing as credit positive since the transaction will improve the company's liquidity position and reduce future refinancing risk. However, as outlined on Dec. 10, 2019, in "Laredo Petroleum Inc. Outlook Revised To Negative On Increased Operational And Refinancing Risk; 'B+' Rating Affirmed," S&P's negative outlook also reflects increased operational risk related to the company's transition to Howard County (Texas) and modest free cash flow. The rating agency would consider revising the outlook to stable if Laredo increases its production and reserves without significantly outspending cash flows and the company successfully executes its refinancing transaction. S&P's 'B+' issuer credit rating and negative outlook are unchanged. LAZER CONSTRUCTION: Reorganization Plan to Pay Creditors in Full ---------------------------------------------------------------- Debtor Lazer Construction Co., Inc. filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, an Amended Disclosure Statement in support of its Amended Plan Of Reorganization. According to the Amended Disclosure Statement, Lazer Construction intends to auction its equity interests with an opening offer to be made by its majority shareholder, Ousley Lacy. All prepetition equity interests held by Ousley Lacy, Patrick Lacy, and John Denton will be canceled following the auction. The successful bidder at auction will acquire 100% of the outstanding common stock in the Reorganized Debtor. The equity investment will be used as working capital to facilitate business development to generate revenue to pay all Allowed Claims through graduated a payment plan for unsecured creditors. The Debtor anticipates the majority of its work in the first year following the Effective Date will be achieved through completion of projects which do not require a performance or payment bond. The Debtor anticipates its bond for construction projects will be restored in the later part of 2020, which will enable it to bid on and secure bonded construction work, which will increase its revenues. To the extent the Debtor's net profits exceeds its current projections, the minimum payments in any given month or year may be supplemented by additional payments until all Allowed Claims are paid in full. The Debtor believes this proposal is the most realistic way the Debtor can repay its creditors in full, which makes the Debtor's proposed plan the best option for creditors and parties in interest. Under the Debtor's proposed plan, not only will the Debtor's creditors be paid in full, but they will have the opportunity to continue doing business with the Reorganized Debtor after confirmation. Accordingly, the Debtor requests that all creditors and parties-in- interest support this proposed plan. A copy of the Amended Disclosure Statement dated Dec. 17, 2019, is available at: https://tinyurl.com/udfdt73 The Debtor is represented by: WALDRON & SCHNEIDER, PLLC Kimberly A. Bartley 15150 Middlebrook Drive Houston, Texas 77058 Tel: 281-488-4438 Fax: 281-488-4597 E-mai: kbartley@ws-law.com About Lazer Construction Company Lazer Construction Company, Inc., is a Texas corporation formed in 1992 and is one of the leading minority owned general contractors providing dirt work and contracting services to the City of Houston. Lazer Construction Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-33495) on June 24, 2019. At the time of the filing, the Debtor disclosed $8,334,551 in assets and $9,350,803 in liabilities. The case is assigned to Judge Jeffrey P. Norman. Waldron & Schneider, L.L.P. is the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. LIVING EPISTLES: Gets Interim Approval to Use Cash Collateral ------------------------------------------------------------- Living Epistles Church of Holiness Inc. sought and obtained permission from Judge G. Michael Halfenger to use cash collateral through the earlier of June 30, 2020 or the effective date of the confirmation of a reorganization plan in the Debtor's case. The Debtor owns five real estate properties: (1) the church building itself, located at 3401 North 35th Street, Milwaukee; (2) a parsonage located at N98 W14678 Elmwood Drive, Germantown; (3) a day care center located at 4300 West Burleigh Street, Milwaukee;(4) a day care center located 4022 North 27th Street; and (5) a property located at 5750 West Fond du Lac Avenue, Milwaukee. The church building, the parsonage, and the two day care centers are subject to perfected first priority mortgages to First Citizens Bank and Trust Company, as successor to North Milwaukee State Bank. Rents from the two day care centers First Citizens' cash collateral . A copy of the Motion is available for free at https://is.gd/fmW9Q7 from PacerMonitor.com at no charge. Judge Halfenger ruled that: (a) the Debtor will pay First Citizens $6,000 monthly by the 27th of each month, provided that the monthly payment to First Citizens would be reduced 0.5% for every 1% reduction in the principal amount the Debtor owed First Citizens as a result of asset sales occurring prior to plan confirmation. (b) the Debtor will pay 2019 real property taxes on the Milwaukee properties and N98 W14678 Elmwood Drive, Germantown, with First Citizens named as an additional insured. A copy of the order is available at https://is.gd/wCLGkR from PacerMonitor.com free of charge. About Living Epistles Church Living Epistles Church of Holiness Inc. is a tax-exempt religious organization. The religious entity sought Chapter 11 protection (Bankr. E.D. Wis. Case No. 19-25789) on June 12, 2019 in Milwaukee, Wisconsin. In the petition signed by Terry Taper, pastor, the Debtor was estimated to have between $1 million and $10 million in both assets and liabilities. Judge G. Michael Halfenger is assigned to the case. Leverson Lucey & Metz S.C. serves as the Debtor's counsel. M & M AUTO: Court Denies Cash Collateral Use on Final Basis ----------------------------------------------------------- Judge Cecelia G. Morris denied without prejudice the motion to use cash collateral filed by M&M Auto Group, Inc., M&M Ford Lincoln Mercury, Inc., and M&M Automotive Center, Inc., dba M&M Chrysler Plymouth Dodge Jeep Eagle dba M&M Buick Cadillac, pending further hearing on the matter. A copy of the order is available at https://is.gd/6sxNJi from PacerMonitor.com at no charge. The Debtors have sought permission to use the cash collateral in which AmeriCredit Financial Services, Inc. d/b/a GM Financial, Ford Motor Credit Company LLC, Jeff Bank and American Express Bank, FSB have asserted perfected security interests. In a subsequently released Court order, Judge Morris denied, on a final basis, the Debtors use of cash collateral, directing Catskill Hudson Bank and Jeff Bank to freeze certain bank accounts held with them by each of the Debtors. A copy of said order can be accessed for free at https://is.gd/UJ9O8u from PacerMonitor.com. About M & M Auto Group M & M Auto Group sells and services Dodge, Jeep, Buick, Lincoln, Ford, Chrysler, Ram, and Cadillac vehicles serving the Liberty, Monticello and Middletown, Goshen, Newburgh, and Port Jervis, NY areas. On Oct. 11, 2019, M & M Auto Group, Inc., M & M Automotive Center, Inc., and M & M Ford Lincoln Mercury, Inc. each sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-36641). Each of the Debtors was estimated to have $1 million to $510 million in assets and liabilities of $500,000 to $1 million. KIRBY AISNER & CURLEY, LLP is the Debtor's counsel. M/I HOMES: S&P Rates New $350MM Senior Unsecured Notes 'BB-' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to M/I Homes Inc.'s proposed $350 million senior unsecured notes due in 2028. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 85%) recovery in the event of a payment default. S&P expects M/I to use the proceeds to fully refinance its $300 million of outstanding 6.75% senior unsecured notes due in July 2021, reduce its revolving credit facility, and for general corporate purposes." MATRIX INDUSTRIES: Seeks to Hire Shafferman & Feldman as Counsel ---------------------------------------------------------------- Matrix Industries Inc. seeks authority from the US Bankruptcy Court for the Southern District of New York to hire Shafferman & Feldman LLP as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) advise the Debtor of its powers and duties under the Bankruptcy Code in the continued operation of its business and the management of its property; (b) negotiate with creditors of the Debtor, prepare a plan of reorganization and take the necessary legal steps to consummate a plan; (c) appear before the various taxing authorities to work out a plan to pay taxes; and (d) provide other necessary legal services. Joel Shafferman, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $400. His firm received a retainer of $6,717, which included the filing fee. Joel Shafferman, Esq., a partner at Shafferman & Feldman, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joel Shafferman, Esq. Shafferman & Feldman LLP 137 Fifth Avenue, 9th Floor New York, NY 10010 Tel: (212) 509-1802 Fax: 212 509-1831 Email: joel@shafeldlaw.com About Matrix Industries Inc. Based in Great Neck, N.Y., Matrix Industries Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-13835) on Dec. 2, 2019, listing under $2 million on both assets and liabilities. Judge Robert E. Grossman oversees the case. Joel Shafferman, Esq., at Shafferman & Feldman LLP, is the Debtor's legal counsel. MAVENIR SYSTEMS: Moody's Affirms B2 CFR, Outlook Stable ------------------------------------------------------- Moody's Investors Service affirmed Mavenir Systems, Inc.'s B2 Corporate Family Rating, and all other ratings including the B2-PD Probability of Default rating and B2 senior secured credit facility rating. The outlook remains stable. The affirmation reflects Moody's expectation that leverage will fall inside its tolerance over the next 12-18 months, and for liquidity to remain good. Despite some uncertainty given market dynamics and uneven operating performance, Moody's expects the company to largely achieve its sales targets and benefit from a less burdensome cost structure with a rise in operating leverage and restructuring initiatives. The combined contribution of these changes will drive free cash flow positive, supporting the good liquidity profile. Outlook Actions: Issuer: Mavenir Systems, Inc. Outlook, Remains Stable Affirmations: Issuer: Mavenir Systems, Inc. Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Senior Secured Bank Credit Facility, Affirmed B2 (LGD3) RATINGS RATIONALE Mavenir's credit profile is constrained by a short operating history, small scale, and limited market share in a competitive industry dominated by large incumbents. The Company also has significant customer concentration and the lack of subscription model creates uneven billings that are less predictable and more reliant on strong and sustained sales execution. Private equity ownership is also a risk, with a financial policy that tolerates high leverage resulting in a heavy interest burden which, when coupled with weak EBITDA margins and moderate R&D spend, has resulted in negative free cash flows which has required periodic dependence on external financing. The credit profile is supported by strong intellectual property assets with a large portfolio of patents. It also benefits from long term customer relationships with a large number of customers, including top wireless carriers in the US and abroad -- providing good geographic diversity. The Company has an advanced and innovative set of products and solutions to support critical applications and enhance its customers network architecture and service offerings. These position Mavenir to grow as 4G adoption continues to rise globally, and its core offerings, including voice and messaging software services, remain in high demand in this technology cycle, while the shift to 5G and virtualized network architectures creates new growth opportunities. Moody's expects this positioning to translate into accelerated revenue and earnings growth, driven by new contract wins and the benefit of improved operating leverage. The senior secured credit facilities is rated B2, in line with the B2 CFR given the all bank debt structure, without a mixed priority of claims. The B2 secured rating reflects the probability of default of the company, as reflected in the B2-PD Probability of Default Rating, and an average expected family recovery rate of 50% given the covenant-lite structure of the bank credit facilities. The stable outlook reflects Moody's expectation for leverage to fall inside its tolerance over the next 12-18 months, and for liquidity to remain good. Despite some uncertainty given market dynamics and uneven operating performance, Moody's expects the company to largely achieve its sales targets and benefit from a less burdensome cost structure with a rise in operating leverage and restructuring initiatives. The combined contribution of these changes will drive free cash flow positive by fiscal year 2021, supporting the good liquidity profile. Mavenir is owned and controlled by private equity firm Siris Capital Group. Private equity ownership often increases credit risk since these investors often seek to extract cash dividends to accelerate returns, and are tolerant of high leverage to boost absolute returns on investment. They can also have aggressive growth strategies that can result in high capital spending and limited cash flows, reducing a liquidity profile and increasing the probability of default. Moody's also observes weaker governance and controls, and riskier capital and organizational structures in many private equity owned companies. While Moody's does not currently observe all of these characteristics at Mavenir, the risks still exist and some are present including high leverage, and an aggressive growth strategy that has produced negative free cash flow. Moody's expects Mavenir to have good liquidity over the next 12 months, reflecting break-even free cash flow, an undrawn revolver, and covenant-lite loans. The profile also benefits from a favorable maturity profile. Moody's would consider a positive rating action if Debt/EBITDA (Moody's adjusted) is sustained below 4x, and free cash flow to debt (Moody's adjusted) is sustained above high single digit percent. An upgrade would also be contingent on greater scale, more revenue diversity, and or lower customer concentrations. Moody's would consider a downgrade if Debt/EBITDA (Moody's adjusted) exceeds 5.5x on a sustained basis, or free cash flow remains negative for a sustained period. Moody's would also consider a negative rating action if operating performance is materially under plan. Mavenir sells core network infrastructure software solutions for 4G deployed/5G, to mobile network operators. The company is a combination of the mobile division of Mitel Networks Corporation and Xura Inc., excluding Xura's enterprise messaging business. The Company generated approximately $428 million in revenue during the last 12 months ended October 31, 2019. Mavenir is majority owned and controlled by the private equity firm, Siris Capital, which acquired its interest through a series of acquisitions in 2016 and 2017. MAVERICK US: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Maverick US 2, LLC (also known as Amentum) and its 'B' issue-level and '3' recovery ratings to the company's first-lien credit facility consisting of a $200 million revolver and a $1.015 billion first-lien term loan. American Securities LLC and Lindsay Goldberg LLC plan to acquire Amentum from AECOM for $2.4 billion, funded mostly with debt. S&P's rating on Amentum reflects its moderate size, variety of services offerings, and decent contract diversity, combined with high leverage, weak profitability compared to peers, and financial sponsor ownership. It expects pro forma debt to EBITDA to be between 11.4x and 11.8x in 2020 (assuming the acquisition occurred on Oct. 1, 2019, the start of the company's fiscal year), declining to 5.4x-5.8x in 2021 due mostly to the absence of transaction-related costs. Although leverage may improve further as earnings increase, S&P does not expect debt to EBITDA to decline below 5x for a sustained period due to the company's financial sponsor ownership. The stable outlook on Amentum reflects S&P's expectation that the company's debt leverage, which will likely be above 10x in fiscal 2020 due to one-time transaction costs, will decrease significantly to 5.4x-5.8x in fiscal 2021. The rating agency expects credit ratios to continue to improve as earnings increase due to growth in revenues and reduced operating costs. "We could lower the rating on Amentum if we expect debt to EBITDA to remain above 7.0x in fiscal 2021. This could result from poor operating performance, the failure to realize planned cost reductions, or significant debt-financed acquisitions or dividends," S&P said. "Although unlikely due to current sponsor ownership, we could raise the rating on Amentum if debt to EBITDA decreases below 5.0x for an extended period and we believe the company's private equity sponsor is committed to keeping it at this level. This could result from ongoing operational improvements that aid its cash inflows, and/or voluntary debt repayments," the rating agency said. MAXIMUM ELITE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Maximum Elite Pipeline, LLC d/b/a J & T Equipment Rentals, LLC P.O. Box 222 Garden City, TX 79739 Business Description: Maximum Elite Pipeline, LLC is an equipment rental company based in Garden City, Texas. Chapter 11 Petition Date: January 9, 2020 Court: United States Bankruptcy Court Northern District of Texas Case No.: 20-60001 Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS 12770 Coit Road, Suite 100 Dallas, TX 75251 Tel: 972-991-5591 E-mail: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by James Langley, managing member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/2PCeRB MBLA LLC: Seeks to Hire Neil Crane as Legal Counsel --------------------------------------------------- MBLA, LLC seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire The Law Offices of Neil Crane, LLC, as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code and the preparation of a plan of reorganization. The retainer fee is $20,000, of which $1,717 was used to pay the filing fee. Neil Crane, Esq., disclosed in court filings that his firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Neil Crane, Esq. The Law Offices of Neil Crane, LLC 2679 Whitney Avenue Hamden, CT 06518 Tel: (203) 230-2233 Fax: (203) 230-8484 Email: Neilecf@neilcranelaw.com neilcranecourt@neilcranelaw.com About MBLA LLC MBLA, LLC is a privately held company engaged in activities related to real estate. MBLA sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 19-31985) on Dec. 2, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Ann M. Nevins oversees the case. The Debtor is represented by The Law Offices of Neil Crane, LLC. MDLK DEVELOPMENT: Supplements Proposed Sale of Real Property ------------------------------------------------------------ MDLK Development, LLC, filed with the U.S. Bankruptcy Court for the Southern District of California its second supplement to its proposed (i) sale of its real property free and clear of liens, (ii) bid procedures, (iii) break-up fee; (iv) Purchase Agreement; and (v) payment of related costs and certain creditor claims. The Debtor's Motion at page 14 anticipates the filing of the Supplement and the Second Supplemental Declaration of the Debtor's attorney filed with the Supplement. Prior to today the Subject Agreement between Debtor and Integral Partners Funding, LLC consists of the Agreement and First Amendment thereto which were attached to the Declaration of the Debtor's attorney filed Nov. 27, 2019 and served on all creditors and interested persons on that date. Such Agreement now also includes a Second Amendment described below signed by the parties today. on Dec. 3, 2019, the Debtor's attorney received an e-mail from attorney Haeji Hong representing the U.S. Trustee asking that two provisions of such Subject Agreement be modified. A copy of such e-mail is attached as Exhibit A to the Declaration of attorney Babcock filed with the Supplement. The initial revision requested by the U.S. Trustee was that paragraph 26 of the Agreement relating to dispute resolution be deleted. The Debtor and Integral have agreed to do so and have done so via paragraph 2 of a Second Amendment To Commercial Property Purchase Agreement And Joint Escrow Instructions. The other revision requested by the U.S. Trustee had to do with paragraph 22A of the Agreement regarding in part indemnification of the parties' respective attorney fees and costs expended in the event anyone seeks any real estate commission or finder's fee in connection with the Subject Agreement. The Debtor and Integral believe they have met such request via paragraph 1 of the Second Amendment providing for the Bankruptcy Court to determine the liability of either party to the Subject Agreement to the other party to such Agreement for any attorney fees and/or costs incurred by either party in connection with anyone seeking any such commission and/or finder's fee. As Integral was preparing the above-referenced Second Amendment it discovered some additional changes it desired to make to the Agreement, and which the Debtor is agreeable to. Such additional changes are provided in paragraphs 3 to 11 of the Second Amendment. Such paragraphs 3-7 make small changes to the parties' rights and obligations under the Agreement. Such paragraphs 8-11 are boilerplate provisions identical to what was in the First Amendment but making it clear that the Agreement is further modified by the Second Amendment as well. About MDLK Development LLC MDLK Development, LLC is a privately held company in San Marcos, Calif., which is engaged activities related to real estate. MDLK Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 19-00692) on Feb. 8, 2019. At the time of the filing, the Debtor had estimated assets and liabilities of between $1 million and $10 million. The case has been assigned to Judge Christopher B. Latham. The case has been assigned to the Law Office of Bruce R. Babcock. MEDICAL DIAGNOSTIC: Seeks to Use Western Alliance Cash Collateral ----------------------------------------------------------------- The Medical Diagnostic Imaging Group, Ltd., and MDIG of Arizona, LLC asked the Bankruptcy Court to authorize the use of cash collateral, which is subject to various liens held by Western Alliance Bank. Before the Petition Date, MDIG executed a certain Business Loan Agreement with Western Alliance, evidenced by a promissory note in the original principal amount of $500,000 in favor of Western Alliance. MDIG AZ is a guarantor of said loan. As adequate protection, the Debtors proposed to grant Western Alliance a post-petition lien on all of the same assets which are prepetition collateral. The Debtors disclosed that they are contemplating on filing a motion to sell certain assets which are subject to Western Alliance liens for a proposed purchase price of $4,000,000. The total amounts owing to Western Alliance are approximately $2,300,000. Accordingly, there is more than a sufficient equity cushion to adequately protect Western Alliance for the next 60-90 days, the Debtors assured the Court. A copy of the motion is available for free at https://is.gd/5QCMx1 from PacerMonitor.com. About The Medical Diagnostic Imaging Group The Medical Diagnostic Imaging Group and MDIG of Arizona are providers of diagnostic radiology services. The Medical Diagnostic Imaging Group filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 19-15722) on Dec. 16, 2019. MDIG of Arizona filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 19-15726) also on Dec.16, 2019. The petitions were signed by Dr. Christian Ingui, president. On the Petition Date, The Medical Diagnostic was estimated to have between $1 million and $10 million in both assets and liabilities. MDIG of Arizona was estimated to have between $1 million and $10 million in both assets and liabilities. Michael W. Carmel, Ltd., is the Debtors' counsel. MERIDIAN MARINA: Has Permission to Use Cash Collateral ------------------------------------------------------ Judge Mindy A. Mora authorized Meridian Marina & Yacht Club of Palm City, LLC, to use cash collateral, pursuant to the budget. The Court ruled that: (a) all prepetition and post-petition income will be turned over and paid to the Debtor for deposit into the DIP accounts. (b) as adequate protection for the Debtor's use of cash collateral, Marine Holdings is granted, nunc pro tunc as of the Petition Date, a replacement lien to the same extent as any pre-petition lien on the property as set forth in the security agreement and related lien documents of Marine Holdings including proceeds from the creditor's collateral generated post-petition by the Debtor. (c) Marine Holdings will have a replacement lien on funds held in trust until an order approving compensation is entered by the Court. A copy of the fourth interim order, with the budget, is available at https://is.gd/RuBI7w from PacerMonitor.com free of charge. A final hearing on the motion is scheduled for March 24, 2020 at 1:30 p.m. About Meridian Marina & Yacht Club Meridian Marina & Yacht Club of Palm City, LLC, based in Palm City, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-18585) on June 27, 2019. In the petition signed by Timothy Mullen, member and manager, the Debtor disclosed $8,528,155 in assets and $5,790,533 in liabilities. The Hon. Erik P. Kimball oversees the case. Craig I. Kelley, Esq. at Kelley Fulton & Kaplan, P.L., serves as bankruptcy counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Chapter 11 case. MILLMAC CORPORATION: Seeks to Hire Junktiques as Auctioneer ----------------------------------------------------------- Millmac Corporation seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire an auctioneer. The Debtor proposes to employ Junktiques Auctions, LLC, to conduct an auction of the personal properties it used to operate its business in Bartow, Fla. The firm will be compensated at a rate of 17 percent, which includes the auction set up and advertising fees. Junktiques does not hold an interest adverse to the Debtor's bankruptcy estate, according to court filings. Junktiques can be reached through: Jeff Peterson Junktiques Auctions, LLC 4509 US-92 Lakeland, FL 33801 Phone: +1 863-412-6569 About Millmac Corporation Millmac Corporation is a provider of specialized marine labor, ship repair and dredging for industrial and residential uses. Based in Bartow, Fla., Millmac Corporation filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 19-11877) on Dec. 18, 2019. In the petition signed by Michael J. Miller, president, the Debtor disclosed $1,308,639 in assets and $1,619,039 in liabilities. Susan Heath Sharp, Esq., at Stichter, Riedel, Blain & Postler, P.A., is the Debtor's legal counsel. MJ HOLDINGS: Has $2.1-Mil. Net Loss for Quarter Ended Sept. 30 -------------------------------------------------------------- MJ Holdings, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $2,061,507 on $418,528 of net revenue for the three months ended Sept. 30, 2019, compared to a net loss of $1,050,921 on $0 of net revenue for the same period in 2018. At Sept. 30, 2019, the Company had total assets of $10,836,009, total liabilities of $4,862,618, and $6,001,227 in total stockholders' equity. The Company has recurring net losses, which have resulted in an accumulated deficit of $12,131,325 as of September 30, 2019. The Company incurred a net loss of $4,288,712 and negative cash flows from operating activities of $4,155,770 for the period ended September 30, 2019. The Company said that these factors raise substantial doubt about its 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 its 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/hfkY7O 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. MONTICELLO PIZZA: Has Access to Cash Collateral for 3 Stores ------------------------------------------------------------ Monticello Pizza Co., LLC, sought and obtained permission from Judge Kathleen H. Sanberg to use cash collateral from Dec. 18, 2019 to January 15, 2019 for its three business locations: * Store No. 1 (Monticello) - in the aggregate amount of $45,714; * Store No. 2 (Elk River) - in the aggregate amount of $38,842; * Store No. 3 (Champlin) - in the aggregate amount of $30,748. The Court authorized the Debtor to grant replacement liens to Marlin Leasing Corporation, Pawnee Leasing Corporation, OnDeck Capital, Inc. and Stearns Bank, N.A. on all of the Debtor's assets, excluding causes of action, to the extent of use of cash collateral. The replacement liens will have the same priority, dignity and effect as the pre-petition liens held by said creditors. A copy of the motion at https://is.gd/0BMr8a and the interim order at https://is.gd/iqATNQ may be accessed free of charge from PacerMonitor.com. A final hearing will be held on Jan. 15, 2020 at 2 p.m. About Monticello Pizza Monticello Pizza Co., LLC, d/b/a Little Caesars, hold business locations in Monticello, Elk River and Champlin, Minnesota. The company sought Chapter 11 protection (Bankr. D. Minn. Case No. 19-43750) on Dec. 16, 2019. Judge Kathleen H. Sanberg is assigned to the case. Steven B. Nosek, P.A., is the Debtor's counsel. MOONLIGHT AUTOMOTIVE: Has Cash Access, Jan. 30 Final Hearing Set ---------------------------------------------------------------- Judge James M. Carr has granted Moonlight Automotive, Inc., permission to use cash collateral from the Petition Date through Jan. 31, 2020, pursuant to a budget. The Court granted the motion on an interim basis, having taken notice that any objections to the interim use of cash collateral have been withdrawn or resolved. Huntington Bank has filed an objection to the Debtor's cash collateral motion complaining of insufficient adequate protection of its interest. A copy of the objection is available for free at https://is.gd/2NK2iY from PacerMonitor.com. Thereafter, pursuant to a Court order dated January 9, 2019, Judge Carr extended the Debtor's authority to access the cash collateral through Jan. 31, 2020. The Court ruled that the Debtor will pay Huntington Bank $1,250 on or before Dec. 30, 2019, then weekly every Friday beginning Jan. 3, 2020, as adequate protection for the use of cash collateral. The Court directed the Debtor to move all of its deposits, other than the Debtor's account with FFB, to its Huntington bank account by January 15, 2020 or such date as agreed to between Huntington and the Debtor, and shall begin depositing all post-petition receipts into the Huntington bank account as soon as commercially possible but not later than January 15, 2020. The Debtor shall leave $5,373.02 in the FFB account, which amount is the balance as of the Petition Date, and must replenish the FFB account to the extent of funds the Debtor used out of the FFB account, the Court said. A copy of the Jan. 9, 2020 interim order is available for free at https://is.gd/MXl8Ta from PacerMonitor.com. A final hearing on the motion is scheduled for Jan. 30, 2020 at 10 a.m. Objections are due by January 28, 2020. About Moonlight Automotive Moonlight Automotive, Inc., operates as an automotive and truck repair shop, including a machine shop to build diesel and gasoline engines. The company sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 19-09172) on Dec. 16, 2019. Judge James M. Carr is assigned to the case. Hester Baker Krebs LLC is the Debtor's counsel. MOONLIGHT AUTOMOTIVE: Seeks to Use First Financial Cash Collateral ------------------------------------------------------------------ Moonlight Automotive, Inc., asked the Bankruptcy Court to use cash collateral in order to continue to operate its business. The Debtor's primary secured lenders are the Huntington National Bank and First Financial Bank, successor by merger to Mainsource Bank. FFB obtained a default judgment against the Debtor on September 25, 2019 for breach of loan agreements in Johnson Superior Court, Johnson County, Indiana. FFB subsequently scheduled a sheriff's sale for December 19, 2019. At the risk of losing its real estate at the sheriff's sale, the Debtor initiated its Chapter 11 proceeding. The Debtor said Huntington and FFB may be entitled to adequate protection of their interests in the cash collateral (by the proposed granting of replacement liens over the cash collateral) for any diminution in value of cash collateral from use thereof. A copy of the motion is available at https://is.gd/U21wzs from PacerMonitor.com free of charge. About Moonlight Automotive Moonlight Automotive, Inc., operates as an automotive and truck repair shop, including a machine shop to build diesel and gasoline engines. The company sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 19-09172) on Dec/ 16, 2019. Judge James M. Carr is assigned to the case. Hester Baker Krebs LLC is the Debtor's counsel. MURRAY ENERGY: Committee Taps Moelis as Investment Banker --------------------------------------------------------- The Official Committee of Unsecured Creditors of Murray Energy Holdings Co., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Southern District of Ohio to retain Moelis & Company LLC, as investment banker to the Committee. The Committee requires Moelis to: (a) assist the Committee and its counsel in reviewing and analyze the Debtors' results of operations, financial condition, and business plans; (b) assist the Committee and its counsel in reviewing and analyze any potential Restructuring and evaluating the impact on unsecured recoveries; (c) assist the Committee and its counsel in negotiating a Restructuring; (d) assist Counsel and the Committee in evaluating and analyzing any DIP and exit financing for the Company as well as other potential financing alternatives; (e) assist the Committee and its counsel in analyzing the capital structure of the Debtors, the terms of securities the Debtors offers, and feasibility issues in a potential Restructuring; (f) assist the Committee and its counsel in reviewing any alternatives to a Restructuring proposed by the Debtors or other creditors of the Debtors or parties in interest, and, to the extent further requested, assist the Committee and its counsel in soliciting and developing alternative proposals for a Restructuring in conjunction with the Committee's financial advisor, AlixPartners; (g) assist the Committee and its counsel in analyzing historical merger, acquisition, divestiture, and financing transactions in connection with any fraudulent transfer analyses performed by the committee; (h) participate in meetings with the Committee and its counsel and meet with the Debtors' management, the Debtors' board and other creditor groups, equity holders or other parties in interest (institutional parties or represented by an advisor), as the Committee's investment banker, to discuss any Restructuring; (i) participate in hearings before the Bankruptcy Court and provide testimony on matters mutually agreed upon in good faith; and (j) provide such other investment banking services in connection with a Restructuring as Moelis, the Committee and its counsel, and the Debtors may mutually agree upon. Moelis will be paid as follow: (a) Monthly Fee. A monthly fee (the "Monthly Fee") equal to $150,000 per month shall be payable until the termination of the Moelis Engagement Letter. The Monthly Fees shall be due and payable in advance on the 11th of each month during the term of the Moelis Engagement Letter, with the first Monthly Fee due and payable as of November 11, 2019. After six (6) full Monthly Fees have been paid to Moelis, fifty (50) percent of any subsequent Monthly Fees actually paid to and retained by Moelis shall be credited once (without duplication) against any Restructuring Fee (as defined below) subsequently payable to Moelis. (b) Restructuring Fee. At the closing of a Restructuring, a fee of $3,500,000 (the "Restructuring Fee"). Moelis will also be reimbursed for reasonable out-of-pocket expenses incurred. William Q. Derrough, partner of Moelis & Company LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Moelis can be reached at: William Q. Derrough MOELIS & COMPANY LLC 399 Park Avenue, 5th Floor New York, NY 1002 Tel: (212) 883-3800 About Murray Energy Holdings Co. 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 tapped Morrison & Foerster LLP as legal counsel; AlixPartners, LLP as financial advisor; and Vorys, Sater, Seymour and Pease LLP as local counsel. Moelis & Company LLC, as investment banker. NSG HOLDINGS: Moody's Affirms Ba1 Rating on $514MM Sec. Notes ------------------------------------------------------------- Moody's Investors Service affirmed the Ba1 rating on NSG Holdings LLC's $514 million senior secured notes due December 15, 2025 ($298 million outstanding at December 31, 2019). The rating outlook has been changed to positive from stable. RATINGS RATIONALE The positive outlook is prompted by NSGH's conservative financial policy and Moody's expectation that existing debt will amortize as scheduled and that there will be no additional indebtedness or debt-financed investments until maturity of the existing debt in 2025. The rating action also considers NSGH's track record of strong holding company debt service coverage ratios (DSCRs) of on average 2.2x in the period 2014 through September 30, 2019. DSCRs will likely decline modestly over the next few years as scheduled debt amortization under the senior secured notes and the term loan increases. Nevertheless, Moody's projects that NSGH will generate DSCRs of at least 1.7x on average until maturity of the debt in 2025 thanks to the stability of contracted cash flows of its underlying assets. NSGH's five natural gas-fired facilities are fully contracted to credit worthy investment grade offtakers, mostly to Duke Energy Florida, LLC (A3 stable), maturing through 2023-2027. The facilities have a track record of good operational performance with availability factors of 95% for its gas-fired plants. Most of the PPAs include a capacity component (around 80% of revenue) as well as an energy rate component (around 20% of revenue). The calculation of the energy rate component in the PPAs for Orlando, Orange Cogen and Mulberry is based on Duke Energy Florida's marginal avoided cost of the utility's coal plants. On February 6, 2018, the Florida Public Services Commission approved an amendment to the PPAs of Orange Cogen, Orlando and Mulberry, which replaced the delivered price of coal burned at Duke Energy Florida's Crystal River 1 and 2 plants with a substitute coal-based index. The replacement coal-based index is more transparent but continues to expose the project to basis risk which can introduce revenue volatility in a high natural gas price environment. Constraining credit factors include the above-market nature of the power purchase agreements (PPAs), the concentration of cash flows in Florida and exposure to Duke Energy Florida, the maturity of some PPAs before debt maturity and the lack of tangible asset and PPA contract security as collateral for bondholders. NSGH's assets have a solid operating track record but all facilities are fairly old and have limited terminal value after expiration of their PPAs. NSGH's liquidity profile is solid, benefiting from a 6-month debt service reserve covered by letters of credit in addition to unrestricted and restricted cash reserves on balance sheet. As of September 30, 2019, NSGH had high unrestricted cash on balance sheet of $108 million. Under the credit facilities agreement, the company has access to a $40 million project letter of credit facility. RATING OUTLOOK The positive outlook reflects the view that NSGH will continue to benefit from stable contracted cash flows of its underlying assets, producing DSCRs of at least 1.7x on average until the maturing of the debt, taking into account the risk of volatility in energy margins. WHAT COULD CHANGE THE RATING UP -- DSCR above 1.6x on a consistent basis taking into account the risk of volatility in energy margins and exposure to the variability in out of the money natural gas swap agreements -- Risk mitigation through re-contracting merchant portion of cash flows for assets whose PPAs expire prior to debt maturity in June 2025 -- Streamlined capital structure that better matches cash flows with debt service factors that could lead to a downgrade WHAT COULD CHANGE THE RATING DOWN -- DSCR below 1.3x -- Increase in leverage LEGAL SECURITY Bondholders benefit from typical project finance features such as a 6-month debt service reserve and a cash flow waterfall. However, NSGH is a pure holding company and bondholders do not benefit from any asset pledges on NSGH's facilities or the existing PPA contracts. NSGH also has an unrated $148 million senior secured term loan at holding company level that ranks pari passu to NSH's senior secured notes as well as project level debt of $35 million outstanding at Orange Cogen Funding Corporation (Baa1 stable), which matures in 2022. The senior secured notes and NSGH's credit facilities (as amended as of August 31, 2016) are secured pari passu by a perfected first priority lien in all of the sponsor's equity interests in NSGH, all NSGH's equity interests in its first tier subsidiary guarantors, all of the first tier subsidiary guarantor's equity interests in their direct subsidiaries, and all accounts of NSGH and each of the subsidiary guarantors. The credit facilities agreement includes a 1.2x minimum DSCR restricted payment covenant and NSGH was in compliance with the covenant as of December 31, 2018 with a DSCR of 2.8x. PROFILE NSG Holdings LLC (NSGH) owns a portfolio of five gas-fired power generation facilities representing net aggregate nominal capacity of 1,004 MW located in Florida and Nevada which is 100% contracted to investment grade offtakers with various maturities through 2023-2027. In addition, NSGH has ownership interest in the Colver waste coal plant in Pennsylvania. RATING METHODOLOGY The principal methodology used in this rating was Power Generation Projects published in June 2018. OUTLOOK THERAPEUTICS: Sabby Mgt. Reports 1.79% Equity Stake ----------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Sabby Healthcare Master Fund, Ltd., et al., disclosed beneficial ownership of shares of common stock of Outlook Therapeutics, Inc. as of Dec. 31, 2019: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Sabby Healthcare Master Fund, Ltd. 133,818 0.44% Sabby Volatility Warrant Master Fund, Ltd. 403,805 1.34% Sabby Management, LLC 537,623 1.79% Hal Mintz 537,623 1.79% Sabby Management, LLC and Hal Mintz do not directly own any common shares, but each indirectly owns 537,623 common shares. Sabby Management, LLC, a Delaware limited liability company, indirectly owns 537,623 common shares because it serves as the investment manager of Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd., Cayman Islands companies. Mr. Mintz indirectly owns 537,623 common shares in his capacity as manager of Sabby Management, LLC. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/OpNJjK About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com/-- is a late clinical-stage biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Outlook Therapeutics reported a net loss attributable to common stockholders of $36.04 million for the year ended Sept. 30, 2019, compared to a net loss attributable to common stockholders of $48.02 million for the year ended Sept. 30, 2018. As of Sept. 30, 2019, the Company had $17.13 million in total assets, $27.90 million in total liabilities, $5.36 million in total convertible preferred stock, and a total stockholders' deficit of $16.13 million. KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 19, 2019, on the consolidated financial statements for the year ended Sept. 30, 2019, citing that the Company has incurred recurring losses and negative cash flows from operations and has a stockholders' deficit of $16.1 million, $6.7 million of convertible senior secured notes that become due on Dec. 22, 2019, $3.6 million of unsecured indebtedness due on demand and $1.0 million of unsecured indebtedness also due on demand, but subject to a forbearance agreement through March 2020, that raise substantial doubt about its ability to continue as a going concern. PETROLIA ENERGY: Incurs $413,600 Net Loss for March 31 Quarter -------------------------------------------------------------- On January 2, 2020, Petrolia Energy Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $413,600 on $819,340 of total revenue for the three months ended March 31, 2019, compared to a net loss of $35,146,405 on $29,980 of total revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $12,586,952, total liabilities of $5,024,938, and $7,562,014 in total stockholders' equity. The Company said it has suffered recurring losses from operations. The Company continues to operate at a negative cash flow of approximately $35,000 per month which raises substantial doubt about its ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/tXvPGW Petrolia Energy Corporation engages in the exploration, development, and production of oil and gas properties in the United States. The company was formerly known as Rockdale Resources Corporation and changed its name to Petrolia Energy Corporation in September 2016. Petrolia Energy Corporation was incorporated in 2002 and is headquartered in Houston, Texas. PGT INNOVATIONS: Moody's Rates New $50MM Unsec. Notes due 2026 B2 ----------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to PGT Innovations, Inc.'s proposed $50 million 6.75% senior unsecured notes due 2026. All other ratings of PGT remain unchanged. The stable outlook is also unchanged. The $50 million note offering will be placed in the form of an add-on to the company's existing $315 million 6.75% senior unsecured notes due 2026. The proceeds will be used to fund an acquisition of NewSouth Window Solutions, LLC ("NewSouth"), which was announced in December 2019. NewSouth is a Florida-based vertically-integrated door and window systems supplier, serving residential and commercial markets through a showroom channel, and providing distribution, consultation and installation services. About two thirds of NewSouth's offering is composed of impact-resistant product, with a majority focused on replacement end use as opposed to new construction. Pro forma for the acquisition, PGT's debt to LTM EBITDA is expected to rise modestly to approximately 3.2x. Moody's also expects that EBITA margin will drop slightly to about 14% given the lower margin of NewSouth. PGT's pro forma revenue increases to approximately $842 million for the twelve months ended September 30, 2019. Finally, Moody's believes the acquisition will provide growth and diversification opportunities through the planned expansion of product sales and service offerings to other states. The following rating actions were taken: Issuer: PGT Innovations, Inc.: Proposed $50 million senior unsecured notes due 2026, assigned a B2 (LGD4) RATINGS RATIONALE PGT's B1 Corporate Family Rating reflects the company's: 1) strong market position in the niche product category of impact-resistant windows and doors in Florida; 2) improving regional and product diversification; 2) conservative financial strategies and modest leverage; 3) strong operating margins and positive free cash flow generation; 4) consolidation and focus on windows and doors manufacturing; 5) growing customer awareness of the benefits of the impact-resistant product in the hurricane-prone regions, and Moody's expectations of stable housing market conditions over the next 12 to 18 months. At the same time the rating is constrained by: 1) the company's geographic concentration, with more than 75% of pro forma sales generated in Florida, and product line concentration with about 70% of revenue coming from the impact-resistant windows and doors; 2) cyclicality of the residential end markets exposing the company to potential protracted industry downturns; 3) vulnerability of operations to inclement weather conditions; and 4) risks related to an acquisitive growth strategy, which include leverage increases, potential integration challenges and risk of acquired businesses performing below expectations. The stable outlook reflects Moody's view that over the next 12 to 18 months PGT will benefit from stable end market trends and the growing awareness of the benefits of its impact-resistant products. The ratings could be upgraded if the company increases its revenue scale well above $1 billion and continues to improve geographic diversity, maintains adjusted debt to LTM EBITDA below 3.0x and EBITA to interest above 4.0x, while generating strong free cash flow with FCF to debt metrics in the mid teens. The company's ratings could be downgraded if it loses significant market share, if end markets demonstrate weakening trends, if adjusted debt to LTM EBITDA is sustained above 4.0x and EBITA to interest is below 3.0x, or if the company experiences a material deterioration in its liquidity profile. PGT's SGL-2 Speculative Grade Liquidity rating reflects Moody's expectations of a good liquidity profile over the next 12 to 15 months, supported by solid free cash flow generation, significant availability under its $80 million revolving credit facility expiring in 2024, and the flexibility provided by the springing financial covenant of total net leverage, which is not anticipated to be tested. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. PGT Innovations, Inc., headquartered in North Venice, Florida, is a leading manufacturer and supplier of impact-resistant windows and doors in the US. PGT, founded in 1980, was a pioneer in the impact-resistant window & door market. The company produces high-end, premium and mass-custom aluminum and vinyl-framed windows and doors mainly for the residential repair and remodeling and new construction industries, and also for commercial market. PGT markets its products under the PGT Custom Windows & Doors, CGI Windows and Doors, WinDoor, and Western Window Systems brands. In the last twelve months ended September 30, 2019, PGT generated approximately $760 million in revenue. PHILMONT AVENUE: Receiver Seeks to Hire Sills Cummis as Counsel --------------------------------------------------------------- Colliers International NJ LLC, the receiver appointed in the Chapter 11 case of Philmont Avenue Lower Moreland, LP, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Sills Cummis & Gross P.C. as its legal counsel. Sills Cummis will provide the receiver with legal services related to the Debtor's bankruptcy, which include undertaking litigation efforts to recover misappropriated assets, damages or amounts due and owing to the receiver. Sills Cummis' current hourly rates are: Jaimee Katz Sussner (Partner) $620 George Hirsch (Partner) $725 Kyle Vellutato (Associate) $395 All rates will be discounted by 15 percent. Kyle Vellutato, Esq., associate at Sills Cummis, assures the court that the firm is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kyle Vellutato, Esq. Sills Cummis & Gross P.C. One Riverfront Plaza Newark, NJ 07102 Tel: (973) 643-7000 Fax: (973) 643-6500 E-Mail: kvellutato@sillscummis.com About Philmont Avenue Lower Moreland Philmont Avenue Lower Moreland, LP, based in Huntington Valley, Pa., filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 19-16760) on Oct. 30, 2019. In its petition, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Ashely M. Chan oversees the case. Thomas Bielli, Esq., at Bielli & Klauder, LLC, is the Debtor's legal counsel. PIER 1 IMPORTS: Charles Schwab Investment Reports 11.1% Stake ------------------------------------------------------------- Charles Schwab Investment Management Inc. disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2019, it beneficially owns 473,673 shares of common stock of Pier 1 Imports Inc., which represents 11.1 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/No0q3K About Pier 1 Founded with a single store in 1962, Pier 1 Imports -- http://www.pier1.com/-- is an omni-channel retailer of unique home decor and accessories. The Company's products are available through 936 Pier 1 stores in the U.S. and online at pier1.com. Pier 1 reported a net loss of $198.83 million for the 52 weeks ended March 2, 2019. As of Nov. 30, 2019, the Company had $1.15 billion in total assets, $533.78 million in total current liabilities, $258.25 million in long-term debt, $487.87 million in long-term operating lease liabilities, $18.03 million in other noncurrent liabilities, and a total shareholders' deficit of $147.70 million. * * * As reported by the TCR on April 29, 2019, S&P Global Ratings lowered the issuer credit rating on U.S. home decor and furniture retailer Pier 1 Imports Inc. to 'CCC-' from 'CCC+'. The downgrade reflects S&P's view that the potential for a bankruptcy filing or debt restructuring is continuing to increase, given its expectation for continued negative profits over the coming year. In December 2018, Moody's Investors Service changed the ratings outlook for Pier 1 Imports, Inc. to negative from stable following the company's third-quarter fiscal 2019 results and announcement that it is exploring strategic alternatives. Concurrently, Moody's affirmed the company's Caa1 Corporate Family Rating, Caa1-PD Probability of Default Rating, Caa2 senior secured term loan rating and SGL-3 Speculative Grade Liquidity rating. PIER 1 IMPORTS: Moody's Lowers CFR to Ca & Alters Outlook to Neg. ----------------------------------------------------------------- Moody's Investors Service downgraded Pier 1 Imports (U.S.), Inc.'s corporate family rating to Ca from Caa3 and probability of default rating to Ca-PD from Caa3-PD. Concurrently, Moody's downgraded the company's senior secured term loan rating to C from Ca. The speculative grade liquidity rating was downgraded to SGL-4 from SGL-3. The outlook was changed to negative from stable. The CFR and PDR downgrades reflect the high likelihood of near-term default as a result of the company's approaching April 2021 term loan maturity and ongoing EBITDA losses. The term loan downgrade also reflects the erosion in its expected recovery, given the higher than originally expected level of EBITDA losses, which reached roughly $230 million for the last twelve months ending November 30, 2019. The SGL downgrade to SGL-4 from SGL-3 reflects the company's weak liquidity given its upcoming maturities and expectations for negative free cash flow. The change in outlook to negative from stable reflects Moody's expectations for near-term default. "While the planned store closures and cost cuts will reduce the company's cash burn, EBITDA losses will continue in the near term," said Raya Sokolyanska, Moody's vice president and lead analyst for Pier 1. "A Chapter 11 bankruptcy would allow the company to both reduce outstanding debt and exit or renegotiate leases, which may help avoid liquidation." Moody's took the following ratings actions for Pier 1 Imports (U.S.), Inc.: Corporate family rating, downgraded to Ca from Caa3 Probability of default rating, downgraded to Ca-PD from Caa3-PD Senior secured bank credit facility, downgraded to C (LGD5) from Ca (LGD4) Speculative grade liquidity rating, downgraded to SGL-4 from SGL-3 Outlook, changed to negative from stable RATINGS RATIONALE Pier 1's Ca CFR incorporates Moody's expectations for near-term default as a result of weak liquidity and ongoing earnings losses. Given Pier 1's EBITDA loss of roughly $230 million, Moody's believes the company will be unable to refinance its term loan due April 2021 at par. As a result, Moody's believes a potential default is imminent. The ratings could be downgraded should Pier 1 file for bankruptcy, fail to pay its principal or interest in a timely manner, or restructure its debt in a manner that Moody's deems a distressed exchange. The ratings could also be downgraded if Moody's recovery rate estimates decline. The ratings could be upgraded if the company addresses its capital structure, including reducing its debt load and extending its debt maturities, and materially improves its operating performance. The principal methodology used in these ratings was Retail Industry published in May 2018. Headquartered in Fort Worth, TX, Pier 1 Imports (U.S.), Inc. is a specialty retailer of imported decorative home furnishings and gifts. The company operates through 942 stores throughout the U.S. and Canada, its Pier1.com website, and licensing arrangements with stores in Mexico and El Salvador. Revenue for the twelve months ended November 30, 2019 was $1.4 billion. PLATINUM OILFIELD: Seeks Court Approval to Hire Bankruptcy Attorney ------------------------------------------------------------------- Platinum Oilfield Services, LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Oklahoma to hire an attorney to handle its Chapter 11 case. The Debtor proposes to employ Teddy Abbott, Esq., to provide these legal services: a. prepare schedules, statement of financial affairs and other pleadings; b. negotiate allowed claims and treatment of creditors; c. prepare legal documents and pleadings concerning claims of creditors, post-petition financing, sale of assets and other bankruptcy-related matters; d. represent the Debtor in hearings and other contested matters; and, e. formulate a disclosure statement and plan of reorganization. The Debtor paid the attorney the sum of $260 prior to the filing of its bankruptcy case and $1,717 for the filing fee. The customary rates to be charged by the attorney range from $80 to $350 per hour. Mr. Abbott assures the court that he is a disinterested person as defined by Section 101(14) of the Bankruptcy Code. Mr. Abbott can be reached at: Teddy J. Abbott, OBA #14367 Abbott Law Office, LLC 1320 North Mill Street, Suite 222 Muskogee, OK 74401 Phone: (918) 360-0531 Email: teddy@bankruptcypc.com About Platinum Oilfield Services Platinum Oilfield Services, LLC is a licensed and bonded freight shipping and trucking company running freight hauling business in Coalgate, Okla. Platinum Oilfield Services filed a voluntary Chapter 11 petition (Bankr. E.D. Okla. Case No. 19-81492) on Dec. 31, 2019, disclosing under $1 million in both assets and liabilities. Judge Tom R. Cornish oversees the case. Teddy Joe Abbott, Esq., at Abbott Law Office, LLC, is the Debtor's legal counsel. REAVANS ANNEX: Seeks Authority to Use Thrive Cash Collateral ------------------------------------------------------------ Reavans Annex, LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to use cash collateral to continue its ongoing operations. The Debtor has an immediate need to use the cash collateral of Thrive Lending Fund, LLC -- the Debtor's secured creditor claiming liens on Debtor's personal property including rents. The Debtor can adequately protect the interests of Thrive by providing Thrive with post-petition liens, a priority claim in the Chapter 11 bankruptcy case, and cash flow payments. About Reavans Annex Reavans Annex, LLC and Reavans Lake Avenue, LLC classify their business as single asset real estate (as defined in 11 U.S.C. Section 101(51B). Meanwhile, Reavans Gilbert LLC is an investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. Section 80a-3). Reavans Annex, Reavans Gilbert and Reavans Lake Avenue sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 19-33704, 19-33705 and 19-33707) on Nov. 4, 2019. At the time of the filing, Reavans Annex had estimated assets of between $1 million and $10 million and liabilities of between $500,000 and $1 million. Reavans Gilbert had estimated assets of between $10 million and $50 million and liabilities of between $500,000 and $1 million. Reavans Lake had estimated assets of between $1 million and $10 million and liabilities of between $100,000 and $500,000. The cases have been assigned to Judge Harlin DeWayne Hale. The Debtors tapped Joyce W. Lindauer Attorney, PLLC as their legal counsel. REAVANS GILBERT: Seeks Authority to Use Cash Collateral ------------------------------------------------------- Reavans Gilbert LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to use cash collateral to continue its ongoing operations. The Debtor has an immediate need to use the cash collateral of Thrive Lending Fund, LLC and GVA Pro LLC -- the Debtor's secured creditors claiming liens on Debtor's personal property, including rents. The Debtor can adequately protect the interests of Secured Creditors by providing them with post-petition liens, a priority claim in the Chapter 11 bankruptcy case, and cash flow payments. About Reavans Annex Reavans Annex, LLC and Reavans Lake Avenue, LLC classify their business as single asset real estate (as defined in 11 U.S.C. Section 101(51B). Meanwhile, Reavans Gilbert LLC is an investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. Section 80a-3). Reavans Annex, Reavans Gilbert and Reavans Lake Avenue sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case Nos. 19-33704, 19-33705 and 19-33707) on Nov. 4, 2019. At the time of the filing, Reavans Annex had estimated assets of between $1 million and $10 million and liabilities of between $500,000 and $1 million. Reavans Gilbert had estimated assets of between $10 million and $50 million and liabilities of between $500,000 and $1 million. Reavans Lake had estimated assets of between $1 million and $10 million and liabilities of between $100,000 and $500,000. The cases have been assigned to Judge Harlin DeWayne Hale. The Debtors tapped Joyce W. Lindauer Attorney, PLLC as their legal counsel. REAVANS GILBERT: Thrive Lending Prohibits Use of Cash Collateral ---------------------------------------------------------------- Thrive Lending Fund II, LLC requests the U.S. Bankruptcy Court for the Northern District of Texas prohibit Reavans Gilbert LLC from using its cash collateral or condition it sufficiently to protect the Thrivr's interest. Thrive also requests that the Court require the Debtor to (i) segregate cash collateral into a separate account, (ii) provide an accounting of cash collateral received by Debtor or (iii) in the alternative, protect Thrive's interest and require an accounting of the use of all cash collateral. The Debtor is operating an apartment complex at 4207 Bowser Avenue in Dallas, and has continued to operate as Debtor-inPossession. Since the business of the Debtor is operation of an apartment complex, Thrive believes the Debtor is collecting rents and is likely using those rents to fund its operations. The Debtor might also have commingled funds between the related entities. In its Statement of Financial Affairs, the Debtor indicates it had collected approximately $1,050,598 in rents in 2019 through the Petition Date. The Debtor has not filed a Motion for use of cash collateral. Thrive's counsel conferred with Debtor's counsel by e-mail on Nov. 29, 2019, regarding the Debtor's plans to make a proposal regarding use of Thrive's cash collateral. However, the Debtor never sent any responsive proposition. About Reavans Annex Reavans Annex, LLC and Reavans Lake Avenue, LLC classify their business as single asset real estate (as defined in 11 U.S.C. Section 101(51B). Meanwhile, Reavans Gilbert LLC is an investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. Section 80a-3). Reavans Annex, Reavans Gilbert and Reavans Lake Avenue sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case Nos. 19-33704, 19-33705 and 19-33707) on Nov. 4, 2019. At the time of the filing, Reavans Annex had estimated assets of between $1 million and $10 million and liabilities of between $500,000 and $1 million. Reavans Gilbert had estimated assets of between $10 million and $50 million and liabilities of between $500,000 and $1 million. Reavans Lake had estimated assets of between $1 million and $10 million and liabilities of between $100,000 and $500,000. The cases have been assigned to Judge Harlin DeWayne Hale. The Debtors tapped Joyce W. Lindauer Attorney, PLLC as their legal counsel. ROMA USA: Seeks to Hire Scroggins & Williamson as Legal Counsel --------------------------------------------------------------- Roma USA, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Scroggins & Williamson, P.C. as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. advise the Debtor of its rights, duties and obligations in the continued management and operation of their business; b. take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, and the negotiation of disputes in which the Debtor is involved; c. negotiate and prepare a Chapter 11 plan, disclosure statement and related documents; e. prepare documents relating to the disposition of assets; and f. advise the Debtor on asset sale and financing-related matters. Scroggins & Williamson will be paid at these hourly rates: Attorneys $440 - $495 Paralegals $125 - $150 Scroggins & Williamson is currently holding $50,257.07 retainer. The firm will receive reimbursement for work-related expenses incurred. J. Robert Williamson, Esq., a member of Scroggins & Williamson, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Scroggins & Williamson can be reached at: J. Robert Williamson, Esq. Scroggins & Williamson, PC 4401 Northside Parkway, Suite 450 Atlanta, GA 30327 Tel: 404-893-3880 Fax: (404) 893-3886 Email: rwilliamson@swlawfirm.com About Roma USA LLC Based in Atlanta, Roma USA, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-70378) on Dec 20, 2019. At the time of the filing, the Debtor had estimated assets and liabilities of less than $1 million. The Debtor is represented by Scroggins & Williamson, P.C. ROVIG MINERALS: Trustee Hires Brian Stewart as Consultant --------------------------------------------------------- Dwayne M. Murray, the Chapter 11 Trustee of Rovig Minerals, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Mr. Brian Stewart, as oil and gas consultant to the Trustee. The Trustee requires Brian Stewart to: a) assume the lead management position, including daily direction and supervision, while guiding the Debtor through its restructuring and asset sale efforts; b) oversee an audit of the Debtor's financial records and reports; c) conduct a comprehensive field study, evaluating the Debtor's assets with the objective of maximizing its sales value; d) manage the Debtor's ongoing oil and gas operations, maximizing field cash flow in the safest and most efficient manner possible; e) ensure compliance with governing authorities, updating and maintaining reports as required; and f) prepare data room, qualify potential buyers, and solicit bids for Debtor's assets. Brian Stewart will be paid a flat fee of $20,000 per month, plus any actual out of pocket travel expense. Brian Stewart, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. About Rovig Minerals Rovig Minerals, Inc. -- http://www.rovigminerals.com/-- was founded in 1980 in Billings, Mont., to pursue exploration and development of mineral, oil and gas projects around the world. On Sept. 25, 2019, creditors FDF Energy Services LLC, Tri-City Services Inc., Oil Country Tubular Corp., DH Rock Bit Inc., Aldonsa Inc. filed an involuntary Chapter 11 petition against the Debtor (Bankr. W.D. La. Case No. 19-51133). The creditors are represented by Michael A. Crawford, Esq., at Taylor, Porter, Brooks & Phillips. On Oct. 18, 2019, the Debtor and the Petitioning Creditors signed a joint stipulation to convert the involuntary to a voluntary chapter 11 and for entry of a consent order for relief pursuant to 11 U.S.C. Sec. 303(h)(1). The case is assigned to Judge John W. Kolwe. The Debtor tapped H. Kent Aguillard, Esq., and Caleb Aguillard, Esq., as its bankruptcy attorneys. ROVIG MINERALS: Trustee Hires NuGulf as Contract Operator --------------------------------------------------------- Dwayne M. Murray, the Chapter 11 Trustee of Rovig Minerals, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Louisiana to employ NuGulf Operating, LLC, as contract operator to the Trustee. The Trustee requires NuGulf to: -- provide normal day-to-day production operations and production gauging, daily visual inspection of all facilities and wells; -- make minor repairs to production equipment, recordation services on production; -- file monthly reports to the State of Louisiana regulatory authorities; and -- account for lease operating expenses. NuGulf will be paid a flat fee of $37,500 per month, plus any actual out of pocket travel expense. Daniel Shamburger, president of NuGulf Operating, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. NuGulf can be reached at: Daniel Shamburger NUGULF OPERATING, LLC 328 Montrose Avenue Lafayette, LA 70503 Tel: (337) 291-000 About Rovig Minerals Rovig Minerals, Inc. -- http://www.rovigminerals.com/-- was founded in 1980 in Billings, Mont., to pursue exploration and development of mineral, oil and gas projects around the world. On Sept. 25, 2019, creditors FDF Energy Services LLC, Tri-City Services Inc., Oil Country Tubular Corp., DH Rock Bit Inc., Aldonsa Inc. filed an involuntary Chapter 11 petition against the Debtor (Bankr. W.D. La. Case No. 19-51133). The creditors are represented by Michael A. Crawford, Esq., at Taylor, Porter, Brooks & Phillips. On Oct. 18, 2019, the Debtor and the Petitioning Creditors signed a joint stipulation to convert the involuntary to a voluntary chapter 11 and for entry of a consent order for relief pursuant to 11 U.S.C. Sec. 303(h)(1). The case is assigned to Judge John W. Kolwe. The Debtor tapped H. Kent Aguillard, Esq., and Caleb Aguillard, Esq., as its bankruptcy attorneys. ROVIG MINERALS: Trustee Hires Taylor Porter as Counsel ------------------------------------------------------ Dwayne M. Murray, the Chapter 11 Trustee of Rovig Minerals, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Taylor Porter Brooks & Phillips L.L.P., as counsel to the Trustee. The Trustee requires Taylor Porter to: (a) advise the Trustee with respect to his rights, powers and duties in the continued management of the Debtors' business and properties; (b) prepare and pursue confirmation of a plan of reorganization and approval of a disclosure statement; (c) prepare on behalf of the Trustee all necessary applications, motions, answers, proposed orders, other pleadings, notices, schedules and other documents, and reviewing all financial and other reports to be filed; (d) advise the Trustee concerning and preparing responses to applications, motions, pleadings, notice and other documents which may be filed by other parties herein; (e) appear in court to protect the interests of the Trustee before the Bankruptcy Court; (f) investigate and advise the Trustee concerning, and take such action as may be necessary to collect income and assets in accordance with applicable law, and the recovery of property for the benefit of the Debtors' estates; (g) advise and assist the Trustee in a contemplated auction of assets; (h) advise and assist the Trustee in connection with any potential property disposition; (i) advise the Trustee concerning executory contract and unexpired lease assumptions, assignments and rejections; (j) assist the Trustee in reviewing, estimating and resolving claims asserted against the Debtors' estates; (k) commence and conduct litigation necessary and appropriate to assert rights held by the estate, protect assets of the estate or otherwise further the goal of completing the successful reorganization; and (l) perform all other legal services for the Trustee that may be necessary and proper in this proceeding. Taylor Porter will be paid at these hourly rates: Michael Crawford $405 Other Partners $300 to $405 Associates $230 to $275 Paralegals $132 Law Clerks $132 Taylor Porter will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael A. Crawford, partner of Taylor Porter Brooks & Phillips L.L.P., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Taylor Porter can be reached at: Michael A. Crawford, Esq. TAYLOR PORTER BROOKS & PHILLIPS L.L.P. 450 Laurel Street, Suite 800 Baton Rouge, LA 70801 Tel: (225) 387-3221 Fax: (225) 346-8049 About Rovig Minerals Rovig Minerals, Inc. -- http://www.rovigminerals.com/-- was founded in 1980 in Billings, Mont., to pursue exploration and development of mineral, oil and gas projects around the world. On Sept. 25, 2019, creditors FDF Energy Services LLC, Tri-City Services Inc., Oil Country Tubular Corp., DH Rock Bit Inc., Aldonsa Inc. filed an involuntary Chapter 11 petition against the Debtor (Bankr. W.D. La. Case No. 19-51133). The creditors are represented by Michael A. Crawford, Esq., at Taylor, Porter, Brooks & Phillips. On Oct. 18, 2019, the Debtor and the Petitioning Creditors signed a joint stipulation to convert the involuntary to a voluntary chapter 11 and for entry of a consent order for relief pursuant to 11 U.S.C. Sec. 303(h)(1). The case is assigned to Judge John W. Kolwe. The Debtor tapped H. Kent Aguillard, Esq., and Caleb Aguillard, Esq., as its bankruptcy attorneys. S.A.S.B. INC: Seeks to Hire Wicks Brown as Accountant ----------------------------------------------------- S.A.S.B., Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to hire Wicks, Brown, Williams & Co. as its accountant. The Debtor requires Wicks Brown to: (a) prepare tax returns; (b) compile monthly balance sheets and income statements; (c) prepare monthly reports required by the U.S. Trustee's Office; (d) assist in connection with the Debtor's Chapter 11 reorganization; and (e) provide other accounting and tax services as required. Cheryl Williams, a certified public accountant employed with Wicks Brown, assures the court that the firm is a "disinterested person" as required by Section 101(14) of the Bankruptcy Code. The firm can be reached through: Cheryl M. Williams, CPA Wicks, Brown, Williams & Co. 140 South Commerce Avenue Sebring, FL 33870 Tel: (863) 382-1157 Fax: (863) 382-4507 About S.A.S.B. Inc. Based in Okeechobee, Fla., S.A.S.B., Inc., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-23357) on Oct. 4, 2019, listing under $1 million in both assets and liabilities. The case has been assigned to Judge Erik P. Kimball. Craig I. Kelley, Esq., at Kelley, Fulton & Kaplan, P.L., is the Debtor's legal counsel. SETTLERS JERKY: Gets Access to Cash Collateral Thru May 31, 2020 ---------------------------------------------------------------- Judge Sheri Bluebond authorized Settlers Jerky Inc., to use cash collateral for the period from Jan. 18, 2020 through and including May 31, 2020, pursuant to the budget. The Debtor is authorized to make the adequate protection payments to Small Business Financial Solutions, LLC (Rapid Advance) of $3,800 per month to be applied to the Debtor's obligation to Rapid Advance. Creditors with a valid and duly-perfected security interest in the Debtor's cash, on account of the Debtor's use of their cash collateral, are granted adequate protection liens to the extent there is a diminution in the value of the secured creditors' collateral. A copy of the Order is available for free at https://is.gd/8du4GD from PacerMonitor.com. About Settlers Jerky Inc. Settlers Jerky Inc., a family-operated enterprise which has been in business since 1977, with facilities and operations are located in Walnut, California, develops, prepares, and sells gourmet, hand-crafted, and hand-packaged artisan beef jerky snacks. The Debtor currently produces and distributes fifty different flavors and styles of beef jerky to over sixty companies. Settlers Jerky filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-22339) on Oct. 18, 2019. Judge Sheri Bluebond is assigned to the case. Levene, Neale, Bender, Yoo & Brill LLP is the Debtor's counsel. SETTLERS JERKY: Seeks Cash Collateral Access Thru End of May 2020 ----------------------------------------------------------------- Settlers Jerky Inc., asked the Bankruptcy Court to authorize the use of cash collateral pursuant to the monthly cash flow forecast for the period from Jan. 18, 2020 through and including May 31, 2020. Small Business Financial Solutions, LLC (Rapid Advance) claims a blanket security interest in all of the Debtor's assets. Sysco Los Angeles, Inc., Elm Services, Susquehanna Commercial Finance, Inc., and Corporation Service Company, as representative, each filed UCC financing statements with respect to various assets of the Debtor. The Debtor has approximately $663,333.65 of total debt, which is primarily unsecured debt. The Debtor believes that it has approximately $211,141.99 of secured debt. As adequate protection for use of cash collateral, the Debtor seeks to provide any creditor holding a valid and duly-perfected security interest in the Debtor's cash with valid, enforceable, non-avoidable and fully perfected replacement liens on, and security interests in the Debtor's assets, excluding any avoiding power actions and recoveries. Additionally, the Debtor has agreed to make adequate protection payments of $3,800 per month to Rapid Advance, which payments will be applied to the Debtor's outstanding debt. A copy of the motion is available at https://is.gd/xpLyXg from PacerMonitor.com free of charge. About Settlers Jerky Inc. Settlers Jerky Inc., a family-operated enterprise which has been in business since 1977, with facilities and operations are located in Walnut, California, develops, prepares, and sells gourmet, hand-crafted, and hand-packaged artisan beef jerky snacks. The Debtor currently produces and distributes fifty different flavors and styles of beef jerky to over sixty companies. Settlers Jerky filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-22339) on Oct. 18, 2019. Judge Sheri Bluebond is assigned to the case. Levene, Neale, Bender, Yoo & Brill LLP is the Debtor's counsel. SOUTHERN UTAH: Seeks to Hire Schmutz & Mohlman as Counsel --------------------------------------------------------- Southern Utah Pizza Service, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Utah to employ Schmutz & Mohlman, as counsel to the Debtor. Southern Utah requires Schmutz & Mohlman to: (a) advise the Debtor with respect to its duties under Chapter 11 of the Bankruptcy Code; (b) prepare and file schedules of the Debtor's assets and liabilities and a statement of financial affairs for the Debtor and such amendments as from time to time may be appropriate; (c) prepare and file monthly financial reports and other pleadings and documents as may be appropriate in order to comply with the Debtor's responsibilities as a Chapter 11 debtor in possession; (d) prepare a plan of reorganization and disclosure statement and seeking approval of the disclosure statement and confirmation of the plan; (e) assist in collection of assets, and preservation and liquidation of the same; (f) file and pursue litigation, including appeals, as necessary to protect the Debtor and the estate; (g) assist in the determination of claims; and (h) assist in the identification and resolution of any other matters that arise in the course of administration of the case. Schmutz & Mohlman will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Chris L. Schmutz, partner of Schmutz & Mohlman, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Schmutz & Mohlman can be reached at: Chris L. Schmutz, Esq. SCHMUTZ & MOHLMAN, LLC 190 North Main #100 Bountiful, UT 84010 Tel: (801) 298-4800 Fax: (801) 298-4804 E-mail: chrisschmutz.pc@gmail.com About Southern Utah Pizza Service Southern Utah Pizza Service, Inc., based in St. George, UT, filed a Chapter 11 petition (Bankr. D. Utah Case No. 19-28836) on Dec. 2, 2019. In the petition signed by R. Alan Knox, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. William T. Thurman oversees the case. Chris L. Schmutz, Esq., at Schmutz & Mohlman, serves as bankruptcy counsel. STG-FAIRWAY HOLDINGS: Moody's Assigns B2 CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service assigned a B2 Corporate Family Rating and a B2-PD Probability of Default Rating to STG-Fairway Holdings, LLC following the announcement of its $1.54 billion leveraged buyout. At the same time, Moody's assigned a B1 rating to the company's proposed $695 million senior secured first lien credit facility (including $75 million revolver and $620 million term loan) and a Caa1 rating to the proposed $195 million senior secured second lien term loan. The outlook is stable. Proceeds from the proposed senior secured term loan, along with a contribution of new common equity from Silver Lake Partners and rollover equity from management, will fund the leveraged buyout of First Advantage from Symphony Technology Group, refinance existing debt, and pay transaction fees and expenses. The proposed $75 million revolving credit facility is expected to be undrawn at closing. The ratings of predecessor company STG-Fairway Acquisitions, Inc. including the B2 CFR and instrument ratings, will be withdrawn upon closing of the transaction and repayment of existing debt. Moody's estimates pro forma debt-to-EBITDA for the LBO transaction of around 7.2 times as of December 31, 2019 (Moody's adjusted and expensing all capitalized software costs), which positions the company weakly in the B2 rating category. However, the rating and stable outlook reflect Moody's expectation for continued strong operating performance which is driven by the company's focus on gaining market share with its vertically-integrated sales force, strong 2019 booking trends, and supported by FADV's strong client retention rates and good profitability margin relative to its industry peers. As such, Moody's expects the company will generate healthy free cash flow and quickly de-lever to around 6.0 times by the end of 2020, assuming debt repayment of approximately $45-50 million in 2020. Moody's assigned the following ratings to STG-Fairway Holdings, LLC: -- Corporate Family Rating at B2 -- Probability of Default Rating at B2-PD -- Proposed $75 million senior secured first lien revolving credit facility due 2025 at B1 (LGD3) -- Proposed $620 million senior secured first lien term loan due 2027 at B1 (LGD3) -- Proposed $195 million senior secured second lien term loan due 2028 at Caa1 (LGD5) Outlook Action: -- Outlook, Assigned Stable The assignment of ratings remain subject to Moody's review of the final terms and conditions of the proposed financing transaction that is expected to close in the first quarter of 2020. RATINGS RATIONALE FADV's B2 CFR reflects the company's highly leveraged capital structure ensued from debt raised by Silver Lake to purchase the company, modest operating scale, narrow product focus, its high exposure to economic cycles as well as the highly competitive and fragmented market segments in which the company operates. As well, the ratings reflect FADV's moderate exposure to social risks considering ongoing lawsuits brought by individuals who were subject to screening services. Any adverse headline news about the company or the overall screening industry could tarnish the company's reputation and impact its financial results, including loss of customers. Positively, FADV has established a solid track record of quarterly revenue and earnings growth since the first half of 2017. Over the last two years, FADV has turned its business around by becoming more client focused and has invested into new products and automation processes that significantly improved turnaround times and reduced errors. Moody's expects modest but steady underlying demand growth in the global screening and verifications market over the next few years (total addressable market growth in the low-single digits), driven by compliance regulations, data and security concerns, and employers' demands for faster more efficient recruiting. Moody's projects that FADV's recent new business wins and upsell opportunities will translate into revenue growth exceeding underlying market growth rates. Such sales growth, combined with 96% North American customer retention rates, will drive EBITDA growth of approximately 10% in 2020, allowing for accelerated deleveraging over the next few years. FADV's credit profile is further supported by its leading global position in a niche market, end-user industry diversification with blue-chip customers, and services that are deeply embedded into clients' human resource functions and entail some switching costs. FADV's services are also highly scalable with low fixed costs and minimal maintenance capital expenditure requirements. Moody's expects FADV to maintain good liquidity over the next 12-15 months. Sources of liquidity consist of $50 million of balance sheet cash at the close of the transaction, projected free cash flow of around $40-45 million annually, and access of funds under the new $75 million revolving credit facility (undrawn at closing). Moody's believes that current cash sources provide good coverage of approximately $6.2 million of mandatory debt amortization, paid quarterly. There are no financial maintenance covenants under the first and second lien term loan but the revolving credit facility is subject to a springing maximum first lien net leverage ratio (set at 7.75x at closing) if the amount drawn exceeds 35% of the revolving credit facility. The company is not expected to utilize the revolver during the next 12-15 months and will remain well in compliance with the springing first lien net leverage covenant, if tested. The stable outlook reflects Moody's view that the company's credit metrics will improve over the next 12-18 months due to earnings growth and debt repayment, such that debt-to-EBITDA (Moody's adjusted and expensing all capitalized software development costs) will trend towards 6.0 times by the end of 2020. Moody's also anticipates that FADV will maintain good liquidity, including free cash flow-to-debt (Moody's adjusted) of around 5% in 2020. An upgrade in the near term is unlikely given FADV's high financial leverage, modest operating size and private equity ownership. However, consistent high revenue growth and free cash flow levels, maintenance of good liquidity along with a demonstration of balanced financial policies could result in an upgrade of ratings. In particular, if Moody's expects FADV to sustain its debt-to-EBITDA (Moody's adjusted and expending all capitalized software development costs) below 4.0 times and free cash flow-to-debt above 10%. The ratings could be downgraded if FADV is unlikely to reduce debt-to-EBITDA (Moody's adjusted and expending all capitalized software costs) towards 6.0 times by the end of 2020. The rating could also be downgraded if lower customer retention rates, market share erosion and/or competitive pricing pressures that lead to decelerating revenue growth or low free cash flow. Liquidity deterioration, a large debt-financed acquisition or shareholder distribution could also pressure the ratings. FADV, headquartered in Atlanta, GA, provides screening and background-check services to a variety of industries, including retail, industrial, professional services, finance, staffing, and healthcare. Services include criminal record checks, education and employment verification, credit score standings, drug testing and fingerprinting. FADV also generates roughly 20% of revenue from other services such as tax-credit screening for federal- and state-related tax incentive programs, fleet vehicle services, driver qualification services and multi-family housing applicant screening. Following the completion of the leveraged buyout, FADV will be majority owned by Silver Lake Partners, with remaining shares held by management. The company is projected to generate revenue of approximately $480 million at the end of 2019. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. SUNDOG STRUCTURES: Seeks to Hire Think Equity as Financial Advisor ------------------------------------------------------------------ Sundog Structures, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Think Equity, a division of Fordham Financial Management Inc., as its financial advisor. The Debtor needs the services of a financial advisor to obtain bankruptcy loan or exit financing. Think Equity is entitled to an initial deposit of $5,000 and a monthly retainer of $12,500 although the amount owed for the monthly retainer will be deferred until the initial financing is obtained. It will receive these fees for its services: (i) a $50,000 fee upon consummation of a transaction for the Debtor's exit from bankruptcy; (ii) a fee of 8 percent for an equity offering or capital raise; (iii) a fee of 7 percent of the first $1 million of debt and 5 percent for amount of debt in excess of $1 million; and (iv) reimbursement of costs. Think Equity is disinterested as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Eric Lord Think Equity 17 State Street, 22nd Floor New York, NY 10004 Tel: 646-968-9355 Email: info@think-equity.com About Sundog Structures, LLC Sundog Structures, LLC, a custom home builder in Tampa, Fla., filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-11627) on Dec. 10, 2019. In the petition signed by Robert E. Cox, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, P.A., is the Debtor's legal counsel. TAKING KIDZ: Seeks to Hire Nelson M. Jones III as Counsel --------------------------------------------------------- Taking Kidz Places, Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to hire the Law Office of Nelson M. Jones III as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. assist the Debtor in resolving all contested claims; b. assist the Debtor in the preparation, implementation and consummation of a plan of reorganization; c. advise the Debtor on litigation matters; and d. prepare pleadings. The firm's hourly rates are: Nelson Jones III, Esq. $400 Associate $300 Bankruptcy Paralegal $75 - $150 Jones received a $7,500 retainer from the Debtor. Nelson Jones, III, Esq., assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Nelson M. Jones can be reached at: Nelson M. Jones, III, Esq. Law Office of Nelson M. Jones 440 Louisiana Street, Suite 1575 Houston, TX 77002 Tel: (713) 236-8736 Fax: (713) 236-8990 Email: njoneslawfirm@aol.com About Taking Kidz Places Inc. Based in Pearland, Texas, Taking Kidz Places, Inc. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-37001) on Dec. 23, 2019, listing under $1 million in both assets and liabilities. The Debtor is represented by the Law Office Of Nelson M. Jones III. TARRANT COUNTY: Hires Gilmore & Bell as Special Counsel ------------------------------------------------------- Tarrant County Senior Living Center, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Gilmore & Bell, P.C., as special counsel to the Debtor. Commencing on September 30, 2019, the Debtor distributed the Disclosure Statement, the Plan, and related documents to the Holders of Bond Claims, which is the only Impaired class entitled to vote on the Plan, to solicit votes to accept or reject the Plan through a "prepackaged" solicitation process. Pursuant to the Plan, the Debtor seeks to, among other things, (i) implement the Bond Refinancing; (ii) pay all General Unsecured Claims in the ordinary course of business as if this Chapter 11 Case had not commenced; and (iii) assume all Executory Contracts and unexpired leases, including the Residency Agreements, pursuant to section 365 of the Bankruptcy Code. Tarrant County requires Gilmore & Bell to: (a) render the Firm's legal opinion (the "Bond Opinion") regarding the validity and binding effect of the Series 2020 Bonds, the excludability of interest on the Series 2020 Bonds from gross income for federal income tax purposes, and certain related matters; (b) examine applicable law as it relates to the authorization and issuance of the Series 2020 Bonds and the Bond Opinion and advise the Debtor regarding the legal authority for the issuance of the Series 2020 Bonds and other legal matters related to the issuance of the Series 2020 Bonds; (c) prepare or review authorizing proceedings and other legal documents necessary or appropriate to the authorization, issuance and delivery of the Series 2020 Bonds and the deemed loan of Series 2020 Bond proceeds to the Debtor and coordinate the authorization and execution of documents, including an Indenture of Trust, an Amended and Restated Master Trust Indenture, Mortgage and Security Agreement, a Supplemental Master Trust Indenture No. 3, a Loan Agreement and a Tax Compliance Agreement (the "2020 Bond Documents"); (d) draft the necessary public notice and proceedings for any required public hearing with respect to the Series 2020 Bonds and the form of approval of the Series 2020 Bonds by the highest elected governing body or official under applicable IRS regulations; (e) attend meetings and conference calls related to the Series 2020 Bonds and otherwise consult with the parties to the transaction prior to the issuance of the Series 2020 Bonds; (f) coordinate the closing of the transaction, and after the closing assemble and distribute transcripts of the proceedings and documentation relating to the authorization and issuance of the Series 2020 Bonds; and (g) render its legal opinion (the "Supplemental Bond Opinion") on behalf of the Debtor relating to certain matters, including (a) the corporate status and due organization of the Debtor, (b) the corporate power of the Debtor to enter into and perform its obligations under the 2020 Bond Documents to which the Debtor is a party, and (c) the due authorization, execution and delivery of the 2020 Bond Documents to which the Debtor is a party by the Debtor and the binding effect and enforceability thereof against the Debtor. Gilmore & Bell will be paid a fee of $265,000 (the "Bond Counsel Fee") plus expenses not expected to exceed $5,000. For services rendered prepetition, the Debtor has paid the Firm $100,000. The balance of the Bond Counsel Fee of $165,000 plus expenses, is conditioned upon and payable only if the Bond Refinancing occurs. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Prior to the Petition Date, $100,000 was paid by the Debtor to the Firm for prepetition work by the Firm, leaving the balance of $165,000 payable only upon a successful Bond Refinancing (and the risks inherent in rendering the Bond Opinion and Supplemental Bond Opinion at that time). Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Debtor and the Firm have agreed on the terms of the Bond Counsel Fee and, therefore, the Firm has not provided a budget and staffing plan to the Debtor. Richard M. Wright, Jr., partner of Gilmore & Bell, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Gilmore & Bell can be reached at: Richard M. Wright, Jr., Esq. GILMORE & BELL, P.C. 2405 Grand Blvd., Suite 1100 Kansas City, MO 64108 Tel: (816) 221-1000 Fax: (816) 221-1018 About Tarrant County Senior Living Center Incorporated in 2006, Tarrant County Senior Living Center, Inc., doing business as The Stayton at Museum Way -- https://www.thestayton.com/ -- is a not-for-profit corporation that has built a senior living retirement community in Fort Worth, Texas. Stayton operates a continuing care retirement community that offers its senior residents a continuum of care in a campus-style setting, providing living accommodations and related health care and support services to a target market of individuals aged 62 and older. Stayton sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-33756) on Nov. 5, 2019. In the petition signed by CRO Louis E. Robichaux IV, the Debtor was estimated to have assets ranging between $100 million and $500 million and liabilities of the same range. The Hon. Stacey G. Jernigan is the case judge. The Debtor tapped DLA Piper LLP (US) as bankruptcy counsel; Gilmore Bell, Esq., as bond counsel; Louis E. Robichaux IV at Ankura Consulting Group, LLC as chief restructuring officer; and EPIQ Corporate Restructuring, LLC as claims and solicitation agent. TAYLOR SMITH: Seeks to Hire Corral Tran Singh as Legal Counsel -------------------------------------------------------------- Taylor Smith Consulting, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Corral Tran Singh, LLP as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: (1) analyzing the financial situation of the Debtor; (2) advising the Debtor of its rights, duties and powers; (3) representing the Debtor at all hearings and other proceedings; (4) preparing and filing legal papers; (5) representing the Debtor at any meeting of creditors; (6) representing the Debtor in all proceedings before the bankruptcy court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; (7) preparing a disclosure statement and Chapter 11 plan of reorganization; (8) assisting the Debtor in analyzing the claims of creditors and in negotiating with such creditors; and (9) assisting the Debtor in any matters relating to the case. The firm's hourly fees are: Susan Tran Adams $350 Brendon Singh $375 Adam Corral $350 Corral Tran was paid a pre-bankruptcy retainer of $25,000 and will receive a post-petition retainer of $5,000 every 30 days after the Debtor's bankruptcy filing. Corral Tran is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Adam Corral, Esq. Susan Tran Adams, Esq. Brendon Singh, Esq. Corral Tran Singh, LLP 1010 Lamar St., Suite 1160 Houston TX 77002 Phone: (832) 975-7300 Fax: (832) 975-7301 Email: Susan.Tran@ctsattorneys.com 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. Corral Tran Singh, LLP, is the Debtor's legal counsel. THOMAS HEALTH: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Lead Debtor: Thomas Health Systems, Inc. d/b/a Thomas Health 4605 MacKorkle Avenue SW Charleston, WV 25309 Business Description: Thomas Health System, Inc. is a nonstock, nonprofit corporation incorporated under the laws of the State of West Virginia. Formed in 2006, THS is the consolidated parent entity/holding company whose primary function is to serve as the controlling body of the affiliated Debtors. The Debtors collectively form a 391-bed hospital system that employs nearly 1700 individuals and an estimated 250 clinicians. Chapter 11 Petition Date: January 10, 2020 Court: United States Bankruptcy Court Southern District of West Virginia Four affiliates that simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Thomas Health Systems, Inc. (Lead Case) 20-20007 Herbert J. Thomas Memorial Hospital Association 20-20008 Charleston Hospital, Inc. 20-20009 THS Physician Partners, Inc. 20-20010 Judge: Hon. Frank W. Volk Debtors' Counsel: Brandy M. Rapp, Esq. WHITEFORD, TAYLOR & PRESTON, LLP 10 S. Jefferson Street, Suite 1110 Roanoke, VA 24011 Tel: (540) 759-3577 Fax: (540) 759-3567 E-mail: brapp@wtplaw.com - and - Michael J. Roeschenthaler, Esq. 200 First Avenue, Third Floor Pittsburgh, PA 15222 Tel: (412) 618-5601 Tel. E-mail: mroeschenthaler@wtplaw.com Debtors' Local Counsel: Jared M. Tully, Esq. FROST BROWN TODD, LLC 500 Virginia Street East, Suite 1100 Charleston, WV 25301 Tel: 304-345-0111 Fax: 304-345-0115 E-mail: jtully@fbtlaw.com - and - Ronald E. Gold, Esq. Douglas L. Lutz, Esq. 3300 Great American Tower 301 East Fourth Street Cincinnati, Ohio 45202 Tel: 513-651-6800 Fax: 513-651-6981 E-mail: rgold@fbtlaw.com dlutz@fbtlaw.com Debtors' Financial Advisor: FORCE TEN PARTNERS, LLC Debtors' Investment Banker: SOLIC CAPITAL ADVISORS, LLC - and - SOLIC CAPITAL, LLC Debtors' Notice, Claims & Solicitation Agent: OMNI MANAGEMENT GROUP https://is.gd/5jo5Zw Thomas Health Systems' Estimated Assets: $1 million to $10 million Thomas Health Systems' Estimated Liabilities: $100 million to $500 million Herbert J. Thomas' Estimated Assets: $10 million to $50 million Herbert J. Thomas' Estimated Liabilities: $100 million to $500 million Charleston Hospital's Estimated Assets: $10 million to $50 million Charleston Hospital's Estimated Liabilities: $100 million to $500 million THS Physician Partners' Estimated Assets: $0 to $50,000 THS Physician Partners' Estimated Liabilities: $100,000 to $500,000 The petitions were signed by Daniel J. Lauffer, president and CEO. Full-text copies of the petitons are available for free at PacerMonitor.com at: https://is.gd/pC56lq https://is.gd/L5RDrA https://is.gd/9gxTtx https://is.gd/Ff7xli List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Siemens Medical Trade Debt $1,415,700 Solutions USA Inc. P.O. Box 120001 Dallas, TX 75312-0733 2. Sound Physicians of WV Trade Debt $393,400 Attn: Crystal Taug P.O. Box 742936 Los Angeles, CA 90074-2936 Tel: 615-377-5625 Email: STang@soundphysicians.com 3. HSS Systems, LLC Trade Debt $388,475 Attn: VP of Finance 1100 Dr. Martin L King Jr Blvd Nashville, TN 37203 Tel: 804-267-3752 Email: Chad.Uram@Parallon.com 4. St. Jude Medical Sc Inc./Diag Trade Debt $382,429 22400 Network Pl Chicago, IL 60673-1224 5. ISS Solutions Trade Debt $350,139 P.O. Box 13700-1066 Philadelphia, PA 19191-1066 Tel: 615-807-8000 6. Maxim Healthcare Services Inc. Trade Debt $302,523 12558 Collection Ctr Dr Chicago, IL 60693-0162 Email: maximhealthservices@maxhealth.com 7. Cardinal Health 110, Inc. Trade Debt $200,193 c/o Bank of America Lockbox 5303 Collections Center Dr Chicago, IL 60693 8. Zimmer US Inc. Trade Debt $159,204 P.O. Box 277530 Atlanta, GA 30384-7530 Tel: 574-373-3764 Email: Chelsea.Triplett@ZimmerBiomet.com 9. Beckman Coulter Inc. Trade Debt $146,118 Dept Ch 10164 Palatine, IL 60055-0164 Fax: 714-223-4100 Email: creditcollectionsus@beckman.com 10. Certive Health, Inc. Trade Debt $139,058 1314 E Las Olas Blvd Ft Lauderdale, FL 33301 11. Greenway Health, LLC Trade Debt $127,604 P.O. Box 203658 Dallas, TX 75320-3658 12. Cardinal (Formerly Allegiance) Trade Debt $119,345 Medical Products and Services P.O. Box 70539 Chicago, IL 60673 Tel: 877-254-2738 Email: ruzzel.deleon@cardinalhealth.com 13. Johnson & Johnson Trade Debt $117,167 Attn: Vickey Corbett 5972 Collections Center Dr Chicago, IL 60693 Tel: 800-255-2500 Email: Vcorbett@its.jnj.com 14. Boston Scientific Corp Trade Debt $108,014 300 Boston Scientific Way Marlborough, MA 01752-1234 Email: robert.perkins@bsci.com 15. US Foodservice, Inc. Trade Debt $98,665 9399 West Higgins Rd, Ste 100 Rosemont, IL 60018 Email: theresa.brownedwards@usfoods.com 16. Colonial Consulting Group, Inc. Trade Debt $85,608 625 Colonial Park Dr Roswell, GA 30075 17. Arthrex Inc. Trade Debt $83,766 P.O. Box 403511 Atlanta, GA 30384-3511 18. Berkeley Research Group, LLC Trade Debt $81,410 2200 Powell St, Ste 1200 Emeryville, VA 94608 Tel: 510-874-5965 Email: psantanna@thinkbrg.com 19. Security America Inc. Trade Debt $76,442 Attn: T. Campbell P.O. Box 4525 Charleston, WV 25364 Tel: 304-925-4747 Email: TCampbell@securityamerica.com 20. Microsoft Services Trade Debt $73,694 c/o Bank of America P.O. Box 844510 Dallas, TX 75284-4510 21. Fresenius Medical Care Trade Debt $65,221 Bio-Medical Applications of WV 16343 Collection Center Dr Chicago, IL 60693 22. Medtronic USA Inc. Trade Debt $64,766 Attn: Chris McDougall 4642 Collections Center Dr Chicago, IL 60693 Tel: 763-505-6542 Email: chris.mcdougall@medtronic.com 23. American Red Cross Trade Debt $61,204 P.O. Box 33093 Newark, NJ 01788-0093 Email: support@redcrosstraining.com 24. Pharmalogic of WV Trade Debt $56,623 9 W Benedum Industrial Dr Bridgeport, WV 26330-9642 25. Depuy Synthes Sales, Inc. Trade Debt $51,899 P.O. Box 8538-662 Philadelphia, PA 19171 Tel: 800-523-0322 Email: Mharri80@its.jnj.com 26. Edwards Foundation Trade Debt $50,882 Attn: Barbara Gunn, Finance 1340 Hal Greer Blvd Huntington, WV 25701 27. Kanawha Co Emer Ambulance Trade Debt $47,786 Authority P.O. Box 292 601 Brooks St. Charleston, WV 25301 28. Abbott Laboratories Inc. Trade Debt $47,412 75 Remittance Dr, Ste 1310 Chicago, IL 60675-1310 29. Par8O, Inc. Trade Debt $40,711 170 Milk St, Ste 2 Boston, MA 02109 Email: support@par8o.com 30. Biomet Inc. Trade Debt $35,542 75 Remittance Dr, Ste 3283 Chicago, IL 60675-3283 TROIANO TRUCKING: May Use Cash Collateral Thru March 6, 2020 ------------------------------------------------------------ Judge Christopher J. Panos authorized the Chapter 11 Trustee of Troiano Trucking, Inc., and its debtor-affiliate to use cash collateral through and including March 6, 2020, pursuant to an approved budget. The budget provided for, among others, $107,083 in total cost of goods sold and $50,582 in total variable costs, for the month of January 2020. All parties asserting a security interest in the Debtors' assets are granted a replacement lien in all property of the kind presently securing the Debtors' obligations to the secured parties to the extent of their pre-petition security interests. Further hearing on the Motion is scheduled for March 5, 2020 at 1:30 p.m. Objections are due on March 3, 2020 at 4:30 p.m. A copy of the interim order, with the attached budget, is available free of charge at https://is.gd/coZ6IP from PacerMonitor.com. About Troiano Trucking Troiano Trucking, Inc. -- http://www.troianotrucking.com/-- is a privately held company in Grafton, Mass., in the waste hauling business. The company maintains a fleet of four trucks, which allows it to service its customers with removal of bakery waste, rubbish, demolition materials and recyclables. It serves construction companies, roofing companies, bakeries and individual home owners. Troiano Realty, LLC, is a real estate lessor whose principal assets are located at 109 Creeper Hill Road, North Grafton, Mass. The property is valued at $1.48 million based on tax valuation assessment method. Troiano Trucking and Troiano Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 19-40656) on April 23, 2019. At the time of the filing, Troiano Trucking was estimated to have assets and liabilities of between $1 million and $10 million. Troiano Realty disclosed $1,485,000 in assets and $4,220,210 in liabilities. UNIT CORP: Vanguard Group Has 5.3% Stake as of Dec. 31 ------------------------------------------------------ The Vanguard Group disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2019, it beneficially owns 2,944,138 shares of common stock of Unit Corporation, which represents 5.30 percent of the shares outstanding. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 46,219 shares or 0.08% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/jZ098K About Unit Corporation Unit Corporation -- http://www.unitcorp.com/-- is a Tulsa-based, publicly held energy company engaged through its subsidiaries in oil and gas exploration, production, contract drilling, and gas gathering and processing. Unit's Common Stock is listed on the New York Stock Exchange under the symbol UNT. Unit Corporation reported a net loss attributable to the company of $45.29 million for the year ended Dec. 31, 2018. For the nine months ended Sept. 30, 2019, Unit Corp reported a net loss attributable to the company of $218.90 million. * * * As reported by the TCR on Nov. 15, 2019, Moody's Investors Service downgraded Unit Corporation's Probability of Default Rating to Ca-PD from B3-PD, Corporate Family Rating to Caa1 from B3, and senior subordinated notes to Caa2 from Caa1. The downgrade of the PDR reflects Unit's proposed debt exchange offer, which Moody's views to be a distressed exchange. The Caa1 CFR and Caa2 rating on the 2021 notes reflect Moody's view on expected recovery, which is likely to be in the 80%-90% range. Prior to the exchange offer, Unit was contending with depressed commodity prices, looming maturities in a challenged refinancing environment and declining cash flow, Moody's said. Fitch Ratings downgraded the Long-Term Issuer Default Rating of Unit Corporation to 'CCC+' from 'B', as reported by the TCR on Nov. 8, 2019. The downgrade reflects Unit Corporation's loss of operational momentum and reduced financial flexibility associated with the company's heightened refinancing and liquidity risks. VENUS CONCEPT: Madryn Asset Mgt. Has 6.3% Stake as of Nov. 7 ------------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock of Venus Concept Inc. as of Nov. 7, 2019: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- Madryn Asset Management, LP 1,860,530 6.3% Madryn Health Partners, LP 845,696 2.9% Madryn Health Partners (Cayman Master), LP 1,014,834 3.4% Madryn Health Advisors, LP 1,860,530 6.3% The percentages are calculated based upon 29,667,622 shares of Common Stock outstanding. This is composed of the 29,667,622 shares of Common Stock outstanding as of Nov. 7, 2019, as reported by the Issuer in its Form 10-Q filed on Nov. 14, 2019. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/UOT9Q7 About Venus Concept Venus Concept is a global medical aesthetic technology company with a broad product portfolio of minimally invasive and non-invasive medical aesthetic technologies. Venus Concept focuses its product sale strategy on a subscription-based business model in North America and in its well-established direct global markets. Venus Concept's product portfolio consists of aesthetic device platforms, including Venus Versa, Venus Legacy, Venus Velocity, Venus Fiore, Venus Viva, Venus Freeze Plus, and Venus Bliss. Venus Concept merged with Restoration Robotic, Inc. Following completion of the merger, Restoration Robotics changed its name to Venus Concept Inc. The combined company commenced trading on Nov. 8, 2019 on The Nasdaq Global Market under the ticker symbol "VERO". As of Sept. 30, 2019, Venus Concept had $20.75 million in total assets, $42.55 million in total liabilities, and a total stockholders' deficit of $21.80 million. As of Sept. 30, 2019, and Dec. 31, 2018, the Company has an accumulated deficit of $217,761,000 and $193,213,000 and, as of such dates, and through Nov. 14, 2019, does not have sufficient capital to fund its planned operations. Because of the Company's recurring losses from operations and negative cash flows, the Company's independent registered public accounting firm included an explanatory paragraph in its report on the Company's consolidated financial statements as of, and for the year ended, Dec. 31, 2018 that such factors raise substantial doubt about the Company's ability to continue as a going concern. VETERINARY CARE: Fuqua Represents Veterinarian Creditors -------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Fuqua & Associates, PC provided notice that it is representing Dr. Warren Ressell, DVM, Dr. James H. Kelly, DVM, Dr. Larry D. Wood, DVM, Dr. Steve Peterman, DVM, Dr. Robert Spillers, DVM, Dr. William Janik, DVM, Protect VitalPet, LLC and Rescue VitalPet, LLC in the Chapter 11 cases of Veterinary Care, Inc. D/B/A VitalPet. The Veterinarian Creditors are the only creditors or other parties-in-interest in the Chapter 11 Case for which Fuqua Law is required to file a verified statement pursuant to Rule 2019. As of Jan. 9, 2020, the Veterinarian Creditor's and their disclosable economic interests are: Warren Ressell, DVM 5927 Gnarled Oaks Ct. Humble, TX 77346 * Promissory Note in consideration for sale of veterinary hospital to Debtor * Amount of Claim: $610,000 James H. Kelly, DVM 13506 Douglas Lake Road Houston, TX 77044 * Loan and terms of debentures * Amount of Claim: $535,500 Larry D. Wood, DVM 20446 Cielo Vista, Lot 1 San Antonio, TX 78255 * Promissory Note in consideration for sale of veterinary hospital to Debtor * Amount of Claim: $225,000 William Janik, DVM 2614 Sandy Lodge Ct. Kingwood, TX 77345-2240 * Promissory Note in consideration for sale of veterinary practice to Debtor * Amount of Claim: $535,000 Glenn Steven Peterman, DVM 613 Newcastle Lane Grand Prairie, TX 75052 * Balance on convertible debenture from sale of veterinary Practice to Debtor * Amount of Claim: $375,000 Robert Spillers, DVM 35 Longwood Road Austin, TX 78737 * Promissory Note in consideration for sale of veterinary practice to Debtor * Amount of Claim: $396,895 Rescue VitalPet, LLC (a Texas LLC) One Liberty Square, Suite 410 Boston, MA 02109 * Money loaned * Amount of Claim: $50,000 Protect VitalPet, LLC (a Texas LLC) 606 Hunters Grove Lane Houston, TX 77024 * Money loaned * Amount of Claim: $70,203 Fuqua Law reserves the right to amend or supplement this verified statement in accordance with the requirements of Rule 2019. Counsel for the Veterinarian Creditors can be reached at: FUQUA & ASSOCIATES, PC Richard L. Fuqua, Esq. 8558 Katy Freeway, Suite 119 Houston, TX 77024 Telephone: (713)960-0277 Facsimile: (713)960-1064 E-mail: rlfuqua@fuqualegal.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/dnvR4u About Veterinary Care Veterinary Care Inc. offers a range of pet care services. Petitioning creditors Dr. Warren Resell, Dr. James H. Kelly, Dr. Larry D. Wood, filed an involuntary Chapter 11 petition (Bankr. S.D. Texas Case No. 19-35736) against Veterinary Care, Inc. on Oct. 10, 2019. The petitioners are represented by Richard L. Fuqua, Esq., at Fuqua & Associates, P.C., in Houston. On Nov. 18, 2019, TVET Management LLC filed a voluntary Chapter 11 petition (Bankr. S.D. Texas Case No. 19-36430). On Nov. 19, 2019, the court ordered the joint administration of Veterinary Care's and TVET's bankruptcy cases. The cases are jointly administered under Case No. 19-35736. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Okin Adams LLP as their legal counsel, and The Claro Group, LLC as their financial advisor. Douglas Brickley, managing director of Claro Group, is the chief restructuring officer. VETERINARY CARE: Hires Gordian Group as Investment Banker --------------------------------------------------------- Veterinary Care, Inc. d/b/a Vitalpet, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Gordian Group, as investment banker to the Debtor. Veterinary Care requires Gordian Group to: a. advise and assist the Debtors in raising, negotiating and otherwise obtaining a DIP Financing, including identifying (if requested) and, to the extent agreed by the Debtors, contacting and negotiating with potential parties to any such DIP Financing; b. advise and assist the Debtors with the general formulation and evaluation of various options for effecting one or more possible Financial Transactions in connection with or following any DIP Financing; c. advise and assist the Debtors regarding any potential plan of reorganization or other restructuring, amendment, extension, conversion, exchange, compromise, repayment, retirement, settlement, assumption, refinancing or other modification or satisfaction of the Debtor's indebtedness and/or obligations; d. advise and assist the Debtors regarding any potential merger or sale of the Debtor or its securities, assets or businesses, including identifying and, to the extent agreed by the Debtor, contacting potential parties for any such merger or sale; e. assist in preparing, for review and approval by the Debtors, proposals to creditors, equity holders and other parties-in-interest in connection with any possible Financial Transaction; f. assist with the structuring and implementation of any Financial Transaction, including evaluating proposals from, and participating in negotiations with, third parties regarding such Financial Transaction; g. assist with making presentations to the Debtors' stakeholders regarding any potential Financial Transaction, its participating parties and/or other financial issues related thereto; and h. render such other financial advisory and investment banking services as may be mutually agreed upon by Gordian and the Debtors. Gordian Group will be paid as follows: a. $100,000, one-half of which is contingent and payable upon the Court's interim approval of any DIP financing, and the other half of which is payable upon the Court's final approval of any DIP financing (the "Upfront Fee"); plus b. In connection with the consummation of each Financial Transaction, fees payable concurrently with and as a condition to consummation of such Financial Transaction, consisting of: i. In the event of any DIP financing, 3% of the amount of the DIP Financing committed to or raised (i.e., based on its full availability, even if not drawn in full) (the "DIP Financing Fee"); provided, however, that any portion of the Upfront Fee actually paid that is in excess of $50,000 shall be credited (but not more than once) against any DIP Financing Fee (the "Upfront Fee Credit"); plus ii. In the event of any other Financial Transaction, the great of either (x) $500,000 or (y) after applying the DIP Financing Fee Credit, if any, 3% of the Aggregate Consideration (each, a "Transaction Fee"), provided, however, that fifty percent (50%) of the amount equal to the portion of the sum of any Upfront Fee plus DIP Financing Fee, after applying the Upfront Fee Credit, that is in excess of $170,000 (and that has actually been paid to Gordian) shall be credited (but not more than once) against the amount of any New Financing (as defined below) that is included in the calculation of Aggregate Consideration for purposes of any Transaction Fee triggered by consummation of a Plan (the DIP Financing Fee Credit"). c. Aggregate Consideration, for purposes of calculating any Transaction Fee, shall be deemed to be the total amounts directly or indirectly paid to or for the benefit of, or otherwise realized or retained by, the Debtor, its equity holders and/or its creditors in connection with the Financial Transaction or any transaction related thereto, and shall include, without limitation, (a) the enterprise value of the reorganized Debtor pursuant to any Plan, (b) the principal amount of any debt or other obligations directly or indirectly assumed, restructured, amended, repaid, compromised, exchanged, settled, converted, extended, refinanced, retired, credit bid or otherwise modified or satisfied, and (c) the amount of any new debt and/or equity capital (or other investment or financing) committed to or raised (excluding any DIP Financing on which a DIP Financing Fee has been paid) (any such amount described in this clause (c), ("New Financing"). d. In the event that the Aggregate Consideration includes equity securities paid by a third party, the value of such equity securities, for purposes of calculating the Transaction Fee, shall be the fair market value thereof, as the parties hereto shall mutually agree (or as may be subsequently adjudicated, absent such agreement), measured as of the day prior to the public announcement of the Financial Transaction; provided, however, that the value of securities with an existing public trading market shall be determined by the average of the last sales prices for such securities on the five trading days ending five days prior to the consummation of the Financial Transaction. Peter S. Kaufman, President and Head of Restructuring and Distressed M&A at Gordian Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Gordian Group can be reached at: Peter S. Kaufman GORDIAN GROUP 950 3rd Ave, Suite 1700 New York, NY 10022 Tel: (212) 486-3600 About Veterinary Care Veterinary Care Inc., d/b/a Vitalpet, offers pet care services. Petitioning creditors Dr. Warren Resell, Dr. James H. Kelly, Dr. Larry D. Wood, filed an involuntary Chapter 11 petition (Bankr. S.D. Texas Case No. 19-35736) against Veterinary Care, Inc. on Oct. 10, 2019. The petitioners are represented by Richard L. Fuqua, Esq., at Fuqua & Associates, P.C., in Houston. On Nov. 18, 2019, TVET Management LLC filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-36430). On Nov. 19, 2019, the court ordered the joint administration of Veterinary Care's and TVET's bankruptcy cases. The cases are jointly administered under Case No. 19-35736. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Okin Adams LLP as their legal counsel, and The Claro Group, LLC as their financial advisor. Douglas Brickley, managing director of Claro Group, is the chief restructuring officer. WESTWIND MANOR: Hires National Land as Real Estate Broker --------------------------------------------------------- Westwind Manor Resort Association, Inc., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ National Land Realty, as real estate broker to the Debtors. Westwind Manor requires National Land to market and sell the Debtors' real property, and golf courses, including the 300 acre piece of property in Riverside County, California. National Land will be paid a commission of 10% of the listing price or if an agreement is entered into, of the contract price. Bernard Johnson, principal managing broker of National Land Realty, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. National Land can be reached at: Bernard Johnson NATIONAL LAND REALTY 2815 Camino Del Rio South, Suite 290 San Diego, CA 92108 Tel: (855) 384-5263 About Westwind Manor Resort Association Westwind Manor Resort Association, Inc., and its subsidiaries operate two distinct business segments. Warrior Custom Golf focuses on the manufacture and sale of custom golf clubs. Warrior Acquisitions manages affiliates, like Warrior Golf, LLC, which own and manage golf courses. Warrior Custom Golf was founded in 1998 by Brendan Flaherty. It develops, manufactures, markets and sells affordable custom golf clubs and related equipment worldwide. Warrior Custom Golf's products are custom built to the specifications of each customer. Warrior Acquisitions is the manager of six entities that own and operate 18 golf courses and parcels of land located throughout the United States. Both segments of the business are headquartered in Irvine, Calif. Westwind Manor Resort Association and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-50026) on March 4, 2019. The Debtors were estimated to have both assets and debt between $1 million and $10 million. The cases are assigned to Judge David R. Jones. The Debtors tapped Cole Schotz P.C. as bankruptcy counsel; Sidley Austin LLP, as special counsel; ForceTen Partners LLC as financial advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed an official committee of unsecured creditors on March 19, 2019. The committee is represented by Cozen O'Connor. [^] BOND PRICING: For the Week from January 6 to 10, 2020 --------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 24 Hour Fitness Worldwide Inc HRFITW 8.000 45.342 6/1/2022 24 Hour Fitness Worldwide Inc HRFITW 8.000 44.886 6/1/2022 Aleris International Inc ARS 10.750 103.677 7/15/2023 Aleris International Inc ARS 10.750 103.765 7/15/2023 Alleghany Corp Y 5.625 102.160 9/15/2020 Alta Mesa Holdings LP / Alta Mesa Finance Services Corp ALTMES 7.875 7.057 12/15/2024 American Tower Corp AMT 5.900 106.507 11/1/2021 Approach Resources Inc AREX 7.000 1.863 6/15/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 10.500 6/15/2021 Bristow Group Inc BRS 6.250 6.073 10/15/2022 Bristow Group Inc BRS 4.500 18.265 6/1/2023 California Resources Corp CRC 8.000 42.439 12/15/2022 California Resources Corp CRC 5.000 98.202 1/15/2020 California Resources Corp CRC 5.500 50.010 9/15/2021 California Resources Corp CRC 8.000 43.522 12/15/2022 Chukchansi Economic Development Authority CHUKCH 9.750 49.416 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 49.375 5/30/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 Dean Foods Co DF 6.500 16.250 3/15/2023 Dean Foods Co DF 6.500 16.375 3/15/2023 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 3.500 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 1.750 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 3.538 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 3.136 2/15/2025 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Exantas Capital Corp XAN 8.000 99.700 1/15/2020 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 45.703 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 44.358 7/15/2023 Exelon Generation Co LLC EXC 2.950 99.922 1/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 47.660 6/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 53.677 6/15/2020 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 2.242 4/1/2023 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 3.277 4/1/2023 Frontier Communications Corp FTR 10.500 45.659 9/15/2022 Frontier Communications Corp FTR 8.500 60.220 4/15/2020 Frontier Communications Corp FTR 7.125 46.654 1/15/2023 Frontier Communications Corp FTR 6.250 46.114 9/15/2021 Frontier Communications Corp FTR 8.750 45.581 4/15/2022 Frontier Communications Corp FTR 9.250 47.430 7/1/2021 Frontier Communications Corp FTR 8.875 51.467 9/15/2020 Frontier Communications Corp FTR 10.500 45.684 9/15/2022 Frontier Communications Corp FTR 10.500 45.684 9/15/2022 Global Eagle Entertainment Inc ENT 2.750 43.541 2/15/2035 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 High Ridge Brands Co HIRIDG 8.875 0.353 3/15/2025 Hornbeck Offshore Services Inc HOSS 5.000 26.942 3/1/2021 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.250 29.500 10/15/2025 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.250 28.878 10/15/2025 MAI Holdings Inc MAIHLD 9.500 21.000 6/1/2023 MAI Holdings Inc MAIHLD 9.500 20.300 6/1/2023 MAI Holdings Inc MAIHLD 9.500 20.316 6/1/2023 MF Global Holdings Ltd MF 9.000 15.657 6/20/2038 MF Global Holdings Ltd MF 6.750 15.625 8/8/2016 Mashantucket Western Pequot Tribe MASHTU 7.350 17.125 7/1/2026 McDermott Technology Americas Inc / McDermott Technology US Inc MDR 10.625 8.295 5/1/2024 McDermott Technology Americas Inc / McDermott Technology US Inc MDR 10.625 8.346 5/1/2024 Morgan Stanley MS 3.251 99.459 1/16/2020 Motiva Enterprises LLC MTVD 5.750 99.835 1/15/2020 Motiva Enterprises LLC MTVD 5.750 99.840 1/15/2020 Murray Energy Corp MURREN 12.000 0.001 4/15/2024 Murray Energy Corp MURREN 12.000 0.804 4/15/2024 NVA Holdings Inc NATVET 6.875 108.711 4/1/2026 NVA Holdings Inc NATVET 6.875 108.549 4/1/2026 NWH Escrow Corp HARDWD 7.500 50.514 8/1/2021 NWH Escrow Corp HARDWD 7.500 50.514 8/1/2021 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 32.985 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 31.927 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 32.627 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 31.480 10/25/2024 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 3.992 5/15/2019 Northwest Hardwoods Inc HARDWD 7.500 44.000 8/1/2021 Northwest Hardwoods Inc HARDWD 7.500 43.903 8/1/2021 Novavax Inc NVAX 3.750 40.000 2/1/2023 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 60.250 6/1/2021 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 59.316 6/1/2021 Pinnacle Operating Corp PINNOP 9.000 44.973 5/15/2023 Pioneer Energy Services Corp PESX 6.125 25.316 3/15/2022 Powerwave Technologies Inc PWAV 3.875 0.018 10/1/2027 Powerwave Technologies Inc PWAV 3.875 0.018 10/1/2027 Pyxus International Inc PYX 9.875 49.902 7/15/2021 Pyxus International Inc PYX 9.875 50.211 7/15/2021 Pyxus International Inc PYX 9.875 50.211 7/15/2021 Quest Diagnostics Inc DGX 4.750 99.989 1/30/2020 Quest Diagnostics Inc DGX 2.500 99.965 3/30/2020 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rolta LLC RLTAIN 10.750 10.313 5/16/2018 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 16.907 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 17.000 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 16.907 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 17.000 11/1/2021 Sanchez Energy Corp SNEC 7.750 5.000 6/15/2021 Sanchez Energy Corp SNEC 6.125 4.750 1/15/2023 Sears Holdings Corp SHLD 8.000 1.300 12/15/2019 Sears Holdings Corp SHLD 6.625 11.875 10/15/2018 Sears Holdings Corp SHLD 6.625 10.048 10/15/2018 Sears Roebuck Acceptance Corp SHLD 7.500 1.105 10/15/2027 Sears Roebuck Acceptance Corp SHLD 7.000 0.834 6/1/2032 Sears Roebuck Acceptance Corp SHLD 6.750 0.759 1/15/2028 Sears Roebuck Acceptance Corp SHLD 6.500 1.004 12/1/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Stearns Holdings LLC STELND 9.375 45.447 8/15/2020 Stearns Holdings LLC STELND 9.375 45.447 8/15/2020 Summit Midstream Partners LP SMLP 9.500 51.000 N/A Tapstone Energy LLC / Tapstone Energy Finance Corp TAPENE 9.750 0.690 6/1/2022 Tapstone Energy LLC / Tapstone Energy Finance Corp TAPENE 9.750 0.593 6/1/2022 Techniplas LLC TECPLS 10.000 85.625 5/1/2020 Techniplas LLC TECPLS 10.000 84.984 5/1/2020 Teligent Inc/NJ TLGT 4.750 34.750 5/1/2023 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Tesla Energy Operations Inc/DE TSLAEN 3.600 94.321 3/19/2020 Transworld Systems Inc TSIACQ 9.500 25.758 8/15/2021 Transworld Systems Inc TSIACQ 9.500 25.758 8/15/2021 UCI International LLC UCII 8.625 4.780 2/15/2019 Ultra Resources Inc/US UPL 7.125 5.838 4/15/2025 Ultra Resources Inc/US UPL 6.875 12.500 4/15/2022 Ultra Resources Inc/US UPL 6.875 12.190 4/15/2022 Ultra Resources Inc/US UPL 7.125 6.408 4/15/2025 Unit Corp UNTUS 6.625 54.942 5/15/2021 VIVUS Inc VVUS 4.500 84.302 5/1/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.500 17.750 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 6.375 19.250 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.750 14.250 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 6.375 13.625 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 7.750 13.769 10/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 8.750 12.831 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.750 12.877 10/1/2021 rue21 inc RUE 9.000 1.456 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. 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