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/raid1/www/Hosts/bankrupt/TCR_Public/200115.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, January 15, 2020, Vol. 24, No. 14 Headlines AIR TRANSPORT: Moody's Assigns Ba2 CFR, Outlook Stable AJEM HOSPITALITY: Seeks to Hire Northen Blue as Legal Counsel AMERICAN DIAMOND: Seeks to Hire Davidoff Hutcher as New Counsel AMERICAN LIQUOR: Case Summary & 8 Unsecured Creditors ASPEN VILLAGE: UST Wants PCO In Light of Plan Approval Delays AVIS BUDGET: Moody's Affirms Ba3 CFR & Alters Outlook to Stable BELIEVERS BIBLE: Seeks Court Approval to Hire Auction Management BLINK CHARGING: Donald Engel Named Business Development Officer BODY RENEW II: Ombudsman Says No Loss of Privacy in Sale BODY RENEW: Ombudsman Says No Loss of Privacy in Sale BROWNIE'S MARINE: Appoints Director to Fill Board Vacancy BUZZ MERGER: Fitch Assigns BB- LongTerm IDR, Outlook Stable CALLON PETROLEUM: S&P Raises ICR to 'B+' on Carrizo Acquisition CARRIZO OIL: S&P Affirms B+ ICR, Withdraws Rating on Merger Close CENTENNIAL HOTEL: Allowed to Use Cash Collateral on Interim Basis CHESAPEAKE ENERGY: S&P Lowers Sr. Unsecured Notes Rating to 'D' CTE 1 LLC: DTF Buying All Assets for $28 Million DIEFENDERFER FAMILY: Seeks to Hire W.W. Sova as Real Estate Broker EAST HUDSON LEVEL: Seeks to Hire Davidoff Hutcher as New Counsel EASTERN NIAGARA: Michele McKay Named Health Care Ombudsman ELEFTHERIA LLC: Trustee Taps Manier & Herod as Legal Counsel EP ENERGY: UCC Says Plan Gives "Greater Than 100%" to Sponsors EPIC COMPANIES: Hope Buying Houma Property for $1.22 Million EQT CORP: Moody's Assigns 'Ba1' CFR, Outlook Remains Negative FOX SUBACUTE: Committee Taps Flaster/Greenberg as Legal Counsel H2D MOTORCYCLE: Seeks to Hire Davidoff Hutcher as New Counsel HOTEL OXYGEN: Gets Approval to Hire Broker to Sell Properties IDEANOMICS INC: Falls Short of Nasdaq Bid Price Requirement IFRESH INC: CEO Deng Converts $3.5 Million Debt Into Pref. Shares IFRESH INC: Chief Financial Officer Long Yi Steps Down INSYS THERAPEUTICS: Selling/Abandoning De Minimis Assets JEFFERY L. JOHNSON: Carpenter Buying Bonifay Property for $55K KENNETH RINHOLEN: William Rinholen Buying Peru Property for $220K KINGFISHER MIDSTREAM: Case Summary & 30 Top Unsecured Creditors KLINE CONSTRUCTION: Sets Bidding Procedures for All Assets KRW INVESTMENTS: Trustee Proposes Auction of All Assets LYDIAN INTERNTAIONAL: Obtains Initial Stay Under CCAA M3LIVE BAR: Grand Buying Leased Property in Anaheim for $1M Cash MAGNOLIA LANE CONDO: Taps Ana Costales-Abiseid as Accountant MAGNOLIA LANE CONDO: Taps Pazos and Kanner Firms on Insurance Suit MARY DELEE: GNC Gateway Buying Henderson House for $900K MCDERMOTT INT'L: Fairpointe No Longer Owns Shares as of Dec. 31 MCL NURSING: Tony Fullbright Named Patient Care Ombudsman MEADE INSTRUMENTS: Has Permission to Use Sheppard Cash Collateral MEDICAL DIAGNOSTIC: Affiliates Tap Michael W. Carmel as Counsel MORRIS INDUSTRIES: Gets CCAA Stay; A&M Named Monitor NATIONSTAR MORTGAGE: Moody's Rates New $600MM Unsec. Notes B2 NEUBASE THERAPEUTICS: Reports $27M Net Loss for Year Ended Sept. 30 NOVELIS CORP: Moody's Rates $1.6BB Sr. Unsecured Notes 'B2' OCWEN FINANCIAL: S&P Alters Outlook to Stable, Affirms 'B-' ICR PGT INNOVATIONS: S&P Affirms 'B+' ICR on Acquisition Of NewSouth PHH MORTGAGE: Moody's Rates Proposed $200MM Sec. Term Loan 'B2' PHUNWARE INC: Faces Shareholders' Suit Over Large Stock Drop PHUNWARE INC: Registers up to $15 Million Worth of Securities PNW HEALTHCARE: Patricia Hunter Named Patient Care Ombudsman POCMONT PROPERTIES: Unsecureds to Get Up to 100% in 2-Option Plan PRESIDIO HOLDINGS: Moody's Rates Sec. Notes B1 & Unsec. Notes Caa1 PRESIDIO HOLDINGS: S&P Rates New $400MM Senior Secured Notes 'B' PRINCETON ALTERNATIVE: MicroBilt, Investors Fine-Tune Plan PROFESSIONAL RESOURCES: Transitioning Services, PCO Unnecessary PUBLIC FINANCE AUTHORITY: S&P Suspends 'BB' 2016A Rev. Bond Rating PUG LLC: Moody's Assigns B1 Corp. Family Rating, Outlook Stable REVA MEDICAL: Case Summary & 20 Largest Unsecured Creditors RIOT BLOCKCHAIN: Gets Initial Order of Bitmain S17 Pro Antminers ROCKIN R INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors ROMANS HOUSE: Files Motion to Waive PCO Appointment RUBY’S DINER: In Talks, Seeks to Delay Outline Hearing to Jan. 23 SEDGWICK LLP: 12.8% Payout for Unsecureds in Committee-Backed Plan SELECTA BIOSCIENCES: Mangrove Partners Reports 8.9% Equity Stake SKEFCO PROPERTIES: Trustee Taps Manier & Herod as Legal Counsel SMARTER TODDLER: Taps Davidoff Hutcher as New Counsel SMOKY MOUNTAIN: Court Confirms Reorganization Plan SOUTHCROSS ENERGY: Revolver, Term Loan Recoveries Reduced in Plan SOUTHFRESH AQUACULTURE: CFO Says Court Should Confirm 100% Plan SPIRIT AEROSYSTEMS: Moody's Cuts Sr. Unsec. Debt Rating to Ba2 STG-FAIRWAY HOLDINGS: S&P Affirms 'B' ICR; Outlook Negative STGC HOLDINGS: $2.4M Sale of Ice Rink to Fund Plan Payments SVC: Feb. 26, 2020 Confirmation Hearing on Sullivans' Plan Set SVP: Feb. 26, 2020 Confirmation Hearing on Sullivans' Plan Set TAMARACK AEROSPACE: Feb. 25, 2020 Plan Confirmation Hearing Set TEMPLE 2358: Gen. Unsecured Claimants to Get 100% in Refinance Plan TEREX CORP: S&P Affirms 'BB' ICR; Outlook Stable TERRAVISTA PARTNERS: No Guarrantee Unsecureds Will Get Payouts TIAN RECLAMATION: Court Modifies Order Confirming Plan UTOPIX MEDICAL: Class 3 Impaired; Jan. 16 Plan Hearing Set VALERITAS HOLDINGS: Promotes Melanie Hansen to Corporate Controller VECTOR LAUNCH: Sets Bid Procedures for GalacticSky Assets VINSICK FOODS: Seeks to Hire McClure & Wolf as Accountant WALKER COUNTY: Debtor Consents to Appointment of Ombudsman WESCO AIRCRAFT: S&P Lowers ICR to 'B-' on Pattonair Merger XTL INC: Volvo Financial Says Plan Outline Needs Amendments ZEKELMAN INDUSTRIES: Moody's Raises CFR to B3, Outlook Stable ********* AIR TRANSPORT: Moody's Assigns Ba2 CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned new ratings to Air Transport Services Group, Inc., including a Ba2 Corporate Family Rating a Ba3 rating to the company's proposed senior unsecured notes due 2028, issued by subsidiary Cargo Aircraft Management, Inc. The outlook for both entities is stable. The following rating have been assigned: Air Transport Services Group, Inc.: Corporate Family Rating, assigned Ba2 Outlook, assigned stable Cargo Aircraft Management, Inc.: $400 million senior unsecured notes due 2028, assigned Ba3 Outlook, assigned Stable RATINGS RATIONALE ATSG's Ba2 CFR is supported by its position as one of the leading providers of air cargo fleet leasing and related services, including crew, maintenance and insurance services. The rating is also supported by ATSG's good earnings growth, solid operating execution exhibited by high margins and a good liquidity profile, and a funding structure that is augmented by the new senior unsecured notes issuance. Credit challenges include ATSG's high customer concentrations and negative tangible equity, which limits the company's ability to absorb unexpected losses in the event of deteriorating economic or operating conditions. ATSG engages in diverse business activities that strengthen its competitive position within the cargo aircraft leasing sector. ATSG's aircraft leasing, conducted through CAM, provides strong predictable earnings and cash flows from the company's fleet of 92 aircraft as at September 30, 2019. Leasing accounts for about two thirds of ATSG's consolidated pre-tax earnings. 74 of ATSG's aircraft are freighters, ranking the company as the largest lessor of cargo aircraft globally. ATSG's leasing generates free cash flows that tend to be countercyclical because the company can curtail fleet expansion when customer demand softens. Additionally, lease expirations on the company's aircraft are well distributed over a number of years and in any given year are manageable. ATSG is implementing an aircraft investment strategy that Moody's expects will continue to result in strong demand and high utilization of its fleet. Through its ACMI (aircraft, crew, maintenance, and insurance) segment, ATSG provides ACMI, CMI and charter services through three airline subsidiaries, two of which (ABX Air and Air Transport International) specialize in cargo transport and one (Omni Air International) in passenger transport. Earnings from this segment account for approximately 23% of ATSG's consolidated pre-tax earnings. The remaining 12% of ATSG's pre-tax earnings are generated through several subsidiaries that provide aircraft maintenance, aircraft conversions, and other operating and leasing services. In Moody's view, ATSG's breadth of services strengthens its relationships with customers that desire to outsource many of their critical air cargo transport and related service requirements. A key credit challenge is ATSG's concentrated customer relationships with Amazon, DHL and the US Department of Defense, which together accounted for about 70% of ATSG's total revenues in the first three quarters of 2019. A loss of any of these key relationships would have significantly negative consequences for ATSG's financial condition. This concern is offset by the high credit quality of these customers, their long-term need for the essential services that ATSG provides, and the strength of their relationships with ATSG. Additionally, the multi-year nature of the contractual arrangements with Amazon and DHL means that revenue losses could occur only gradually over time. A further credit challenge is ATSG's negative tangible capital position, reflecting nearly $500 million of goodwill associated with the company's acquisition of Omni Air. As a result, ATSG's debt to tangible net worth leverage does not compare well with the current 2.9x median for Moody's rated aircraft leasing companies. In contrast, ATSG's ratio of debt to EBITDA, which measured 3.7x at September 30, 2019 (last twelve months, incorporating Moody's standard adjustments and pro-forma for the acquisition of Omni Air) is stronger than most aircraft leasing companies, reflecting the strength of ATSG's operating margins. Moody's expects that ATSG's debt to EBITDA leverage will slightly decline and its debt to tangible net worth to significantly improve as the company strengthens earnings. Moody's further expects that ATSG will utilize its cash flow to appropriately balance fleet growth with measures to strengthen its financial position over coming periods. ATSG has a good liquidity position anchored by predictable operating cash flow and availability under a $750 million secured revolving credit facility, pro forma for repayments from proceeds of the proposed senior notes offering. The company currently pays no dividend, which enhances its flexibility. The company's new senior notes issuance increases its funding diversity and reduces its secured debt reliance, but further diversification of funding that reduces encumbered assets would be positive for the company's credit profile. Moody's has rated ATSG's senior notes one notch lower than the CFR, reflecting the notes' relative priority and proportion in ATSG's capital structure, and the strength of the notes' asset coverage. The notes will be guaranteed on a senior unsecured basis by ATSG and certain restricted subsidiaries of ATSG. The indenture will include certain covenants restricting ATSG's ability to, among other things, incur additional debt, pay dividends, create certain liens, merge and sell assets. ATSG intends to use the proceeds of the notes to repay debt outstanding under its secured revolving credit facility and issuance expenses. The stable outlook reflects Moody's expectations of growth of 6%-8% in the next 18 months while maintaining current profitability. It also anticipates that ATSG will continue to successfully integrate the acquisition of Omni as well as achieve reduction in debt / EBITDA leverage to less than 3.5x and a strengthening of tangible capital. WHAT COULD CHANGE THE RATINGS UP/DOWN Moody's could upgrade ATSG's ratings if the company achieves and maintains profitability measured as the ratio of net income to average assets that is stronger than peer average, significantly strengthens its tangible equity to tangible assets ratio while maintaining debt to EBITDA leverage of less than 3.5x, and effectively manages its customer concentrations. Moody's could downgrade ATSG's ratings if the company's operating results deteriorate, its capital or liquidity profiles weaken as a result of debt-financed acquisitions or shareholder dividends, or if the company loses a material customer or suffers a business disruption that weakens its financial prospects. Headquartered in Wilmington, Ohio, ATSG had $2.7 billion in total assets and managed a fleet of 92 aircraft at September 30, 2019. ATSG has been a publicly traded company since 2007. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. AJEM HOSPITALITY: Seeks to Hire Northen Blue as Legal Counsel ------------------------------------------------------------- AJEM Hospitality, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire Northen Blue, LLP as their legal counsel. The firm will provide these services in connection with the Debtors' Chapter 11 cases: a. advise the Debtors of their duties and powers; b. assist the Debtors in the management of their businesses and any other matter relevant to the cases or to the formulation of a bankruptcy plan; c. prepare and file all necessary schedules, statement of financial affairs, reports, disclosure statement and plan; d. assist the Debtors in the examination and analysis of the conduct of their affairs and the causes of insolvency; and e. assist the Debtors with regard to communications to the general creditor body regarding their bankruptcy plan and other matters of general interest. Northen Blue received a retainer in the amount of $12,000, which was used to pay the filing fees and the firm's prebankruptcy services. John Paul Cournoyer, Esq., a partner at Northen Blue, disclosed in court filings that he and his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: John Paul H. Cournoyer, Esq. Stephanie Osborne, Esq. Northen Blue, LLP 1414 Raleigh Road, Suite 435 Chapel Hill, NC 27517 Telephone: (919) 968-4441 E-mail: jpc@nbfirm.com E-mail: slo@nbfirm.com About AJEM Hospitality AJEM Hospitality, LL, Southern Village Shack, LLC and Governors Club Shack, LLC operate three Al's Burger Shack restaurants in Chapel Hill, N.C. AJEM Hospitality and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 20-80003) on Jan. 3, 2020. At the time of the filing, AJEM Hospitality had estimated assets of less than $50,000 and liabilities of between $500,001 and $1 million. Judge Lena M. James oversees the cases. The Debtors tapped Northen Blue, LLP as their legal counsel. AMERICAN DIAMOND: Seeks to Hire Davidoff Hutcher as New Counsel --------------------------------------------------------------- American Diamond Mint, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Davidoff Hutcher & Citron LLP as its new legal counsel. Davidoff will substitute for Rattet PLLC, the firm handling the Debtor's Chapter 11 case. The services to be provided by Davidoff include negotiating with creditors to prepare a bankruptcy plan and advising the Debtor on any potential refinancing of its secured debt and sale of its business. The hourly rates range from $325 to $700 for the firm's attorneys and from $195 to $325 for paraprofessionals. Davidoff is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Robert L. Rattet, Esq. Davidoff Hutcher & Citron LLP 605 Third Avenue New York, NY 10158 Phone: (212) 557-7200 E-mail: rlr@dhclegal.com About American Diamond Mint American Diamond Mint LLC markets and sells Diamond Bullion -- a credit card-sized package of investment-grade diamonds in a tamper-resistant case, with a unique optical signature recognition system and serial number. American Diamond Mint sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-22780) on April 11, 2019. At the time of the filing, the Debtor was estimated to have assets and liabilities of between $1 million and $10 million. Judge Robert D. Drain oversees the case. Davidoff Hutcher & Citron LLP is the Debtor's legal counsel. AMERICAN LIQUOR: Case Summary & 8 Unsecured Creditors ----------------------------------------------------- Debtor: American Liquor & Foodmart, LLC 403 S. Fourth Street Dunlap, IL 61525 Business Description: American Liquor & Foodmart, LLC is a privately held company that owns and operates convenience store and gas station. Chapter 11 Petition Date: January 13, 2020 Court: United States Bankruptcy Court Central District of Illinois Case No.: 20-80044 Judge: Hon. Thomas L. Perkins Debtor's Counsel: Sumner A. Bourne, Esq. RAFOOL, BOURNE & SHELBY, P.C. 411 Hamilton, Suite 1600 Peoria, IL 61602 Tel: (309) 673-5535 E-mail: sbnotice@mtco.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Pradeep Kataria, manager. A copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/aJF9W5 ASPEN VILLAGE: UST Wants PCO In Light of Plan Approval Delays ------------------------------------------------------------- Nancy J. Gargula, United States Trustee for Region 21, in furtherance of the administrative responsibilities imposed by Bankruptcy Code, requests the Court to enter an order directing the appointment of a patient care ombudsman of Aspen Village at Lost Mountain Assisted Living, LLC., pursuant to 11 U.S.C. Sec. 333. Aspen Village is a "health care business" within the meaning of 11 U.S.C. Sec. 101(27A). On March 1, 2019, the Court entered an order declining to direct the United States Trustee to appoint a patient care ombudsman without prejudice to the Court later directing such an appointment or any party in interest raising the issue of such an appointment at a later date. On Nov. 26, 2019, the Court entered an order denying confirmation of Debtor's Third Amended Plan of Reorganization. The Confirmation Order allows Debtor through Jan. 30, 2020 to further amend its plan to address 11 U.S.C. Sec. 1129(b). Because this case will remain pending in chapter 11, the United States Trustee requests the Court enter an order directing the United States Trustee to appoint a patient care ombudsman until the earlier of the Effective Date of a confirmed plan or dismissal of Debtor’s case, unless earlier terminated by order of this Court. The United States Trustee requests that the Court enter an order (i) directing the United States Trustee to appoint a patient care ombudsman, and (ii) granting such other and further relief as the Court determines just and proper under the circumstances. A full-text copy of PCO Appointment is available at https://tinyurl.com/su5y7pm from PacerMonitor.com at no charge. About Aspen Village at Lost Mountain Aspen Village at Lost Mountain Assisted Living, LLC and Aspen Village at Lost Mountain Memory Care, LLC operate assisted living facilities in Georgia. The two entities filed voluntary Chapter 11 petitions (Bankr. Case N.D. Ga. Nos. 19-40262 and 19-40263, respectively) on Feb. 5, 2019. At the time of filing, both Debtors had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The cases have been assigned to Judge Barbara Ellis-Monro. The Debtors tapped Leslie M. Pineyro, Esq., at Jones & Walden, LLC, as their legal counsel. AVIS BUDGET: Moody's Affirms Ba3 CFR & Alters Outlook to Stable --------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Avis Budget Car Rental LLC and subsidiaries: Avis Budget Car Rental LLC -- Corporate Family Rating at Ba3; secured bank credit facility at Baa3; senior unsecured notes at B1; and, Avis Budget Finance PLC -- senior unsecured at B1. Speculative Grade Liquidity rating is unchanged at SGL-3. Moody's changed the outlook to stable from positive. RATINGS RATIONALE Avis' Ba3 CFR reflects its expectation that the company will maintain its competitive position relative to US and European peers. The company is also positioning itself to contend with the changes affecting the automotive sector by continuing to invest in a broad range of initiatives that focus on: 1) achieving profitable revenue growth as reflected in its Demand-Fleet-Pricing systems; 2) reducing operating and vehicle costs; 3) expanding its alternative vehicle disposition operations; and, 4) growing its mobility services. The mobility initiative includes the expansion of its connected car investments and partnerships with potential disruptors such as Waymo, Lyft and Uber. Avis has made progress, yet in this highly competitive market, returns and key credit metrics have shown little improvement over an extended period of time. The metrics have remained stable largely due to the commoditized nature of the car rental sector, and the resulting focus on price by customers in both the leisure and business markets. Moreover, this pricing pressure persists despite the oligopolistic structure of the North American industry, and the focus of the three major players (Avis, Hertz and Enterprise) on strengthening returns through improved operating efficiencies and broader service offerings. The company will continue to face several challenges, notably: 1) the cyclical nature of the industry; 2) the possibility of future imbalances between industry fleet levels and customer demand; 3) heavy reliance on capital markets to fund annual fleet purchases; and, 4) the need to continue adjusting to a rapidly evolving transportation landscape. Avis' stable outlook reflects its expectation that the company's credit metrics will remain near current levels. Returns could be constrained by limited pricing flexibility in the car rental sector, and by the protracted time frame needed for mobility and ancillary services to achieve meaningful scale and profitability. The rating could be upgraded with evidence that Avis' cost reduction and revenue enhancing initiatives (particularly its mobility initiatives) are contributing to sustained improvement in performance. Metrics that would reflect this improvement and would support a higher rating include: pre-tax income/sales in the high single digits; much improved EBITA/average assets; and debt/EBITDA approximating 3.5x. The company would also have to maintain a sound liquidity position. The rating could be lowered if Avis were to be lax in maintaining operational disciplines, particularly in the area of managing fleet size (with fleet utilization maintained near 70%), and residual risk. Overfleeting in the industry, whether at Avis or other competitors, would erode utilization rates and revenue per day, and thereby contribute to pressure on the rating. The rating would also be pressured by an inability to generate adequate returns on the growing investment in mobility initiatives, or by lack of sufficient liquidity (cash, committed available revolvers and ABS facilities) to cover the next 12 months of debt maturities and fleet purchases. Metrics that would contribute to a downgrade include: pre-tax income/sales approximating 2.5%; EBITA/average assets remaining in the low single-digits; or debt/EBITDA sustained above 4.5x. Avis' Speculative Grade Liquidity rating of SGL-3 reflects an adequate liquidity profile, principally from its available credit facilities and its record of disposing of used vehicles. Given its significant reliance on debt to fund its annual fleet purchases and the high degree of seasonality in the business, it is critical for the company to maintain sound liquidity. As of September 30, 2019, Avis had $615 million in cash and cash equivalents, $853 million available under a $1.8 billion revolving credit facility maturing in 2023, and $2.4 billion available under its various vehicle financing programs. These resources afford adequate coverage of around $1.8 billion in debt maturing over the upcoming twelve months. Avis has minimal environmental risk associated with the ownership and operation of its vehicle fleet. The company also maintains adequate relationships with its employees, regulatory bodies and the communities in which it operates. The company's financial strategy reflects an adequate degree of prudence, and Moody's expects that its CEO succession process will proceed smoothly. The following rating actions were taken: Affirmations: Issuer: Avis Budget Car Rental, LLC Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5, from LGD4) Issuer: Avis Budget Finance PLC Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5, from LGD4) Outlook Actions: Issuer: Avis Budget Car Rental, LLC Outlook, Changed To Stable From Positive Issuer: Avis Budget Finance PLC Outlook, Changed To Stable From Positive The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. BELIEVERS BIBLE: Seeks Court Approval to Hire Auction Management ---------------------------------------------------------------- Believers Bible Christian Church, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire an auctioneer. The Debtor proposes to employ Auction Management Corporation to auction its remaining real property through the firm's online bidding system. The commission will be in the form of a 10 percent buyer's premium added to the winning bids. Additionally, Auction Management will advance the $2,500 cost for promotion and will be reimbursed this amount from the proceeds of the sale at closing. Jeb Howell, president of Auction Management, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeb Howell Auction Management Corporation 1827 Powers Ferry Road, Bldg. 5 Atlanta GA 30339 Phone: 770-980-9565 Email: info@amcbid.com About Believer's Bible Christian Church Believer's Bible previously filed for Chapter 11 bankruptcy (Bankr. N.D. Ga. Case No. 08-61958) on Feb. 4, 2008, and was represented by Paul Reece Marr, Esq., at Paul Reece Marr, P.C. The 2008 case was assigned to Judge Joyce Bihary. The Debtor was estimated to have assets and debts at $1 million to $10 million at the time of the filing. Atlanta-based Believers Bible Christian Church, Inc., again filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 16-65531) on Sept. 2, 2016, listing assets and debts at $1 million to $10 million at the time of the filing. The 2016 petition was signed by Theo A. McNair Jr., its president. William A. Rountree, Esq., at Macey, Wilensky & Hennings LLC, serves as Chapter 11 counsel. The Debtor tapped Price Realty Group, as real estate agent, to sell two parcels of real property it owns located along Campbellton Road, Atlanta. BLINK CHARGING: Donald Engel Named Business Development Officer --------------------------------------------------------------- Donald Engel, a current member of Blink Charging Co.'s Board of Directors, entered into an employment agreement with the Company. The employment agreement with Mr. Engel extends for a term expiring on Jan. 9, 2021, subject to automatic renewal for two additional one-year periods if not otherwise previously terminated by either party. Pursuant to the employment agreement, Mr. Engel has agreed to devote his attention, energy and skills to the Company's business as a business development officer by introducing potential customers to the Company and assisting the Company in establishing strategic partnerships. The employment agreement provides that Mr. Engel will receive a base salary at an annual rate of $175,000 for services rendered in such position. In addition, he will be eligible to earn stock options to purchase up to 700,000 shares of the Company's common stock, in increments of 140,000 options on each occasion that the Company executes an agreement for the sale or deployment of electric vehicle charging stations or ancillary eco-friendly energy products with a customer he has introduced to the Company. The stock options will have an exercise price equal to the closing market price of the Company's common stock immediately prior to the issuance date, expire five years after the issuance date and be subject to the terms of the Company's 2018 Incentive Compensation Plan. The employment agreement provides for termination by the Company for cause upon conviction of a felony, misconduct resulting in significant economic or reputational harm to the Company, any act of fraud or a material breach of his obligations to the Company. Upon a change of control of the Company company, Mr. Engel's employment will terminate and he will be entitled to all unpaid and outstanding salary and expenses due through the termination date. The employment agreement also contains covenants restricting Mr. Engel from engaging in any activities competitive with the Company business during the term of the employment agreement and two years thereafter, and prohibiting him from disclosure of confidential information regarding the Company at any time. Mr. Engel will continue to be a member of the Company's Board but will no longer qualify as an "independent director" under Nasdaq rules. About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID), formerly known as Car Charging Group, Inc. -- http://www.CarCharging.com/-- designs, owns, operates and sells electric vehicle (EV) charging equipment under the Blink brand, as well as a number of other charging station equipment manufacturers including Chargepoint, General Electric (GE) and SemaConnect. Blink Charging also offers connectivity to the Blink Network, a cloud-based platform that operates, manages and tracks Blink's EV charging stations and all associated data. As of Sept. 30, 2019, the Company had cash, marketable securities, working capital and an accumulated deficit of $7,987,019, $3,032,399, $9,026,224 and $166,610,317, respectively. During the three and nine months ended Sept. 30, 2019, the Company incurred net losses of $2,622,989 and $6,753,836, respectively. During the nine months ended Sept. 30, 2019, the Company used cash in operating activities of $7,374,412. The Company said these conditions raise substantial doubt about its ability to continue as a going concern within a year after the issuance date of the financial statements for the quarter ended Sept. 30, 2019. The Company expects to have the cash required to fund its operations into the third quarter of 2020 while it continues to apply efforts to raise additional capital. As of Sept. 30, 2019, the Company had $14.86 million in total assets, $4.79 million in total liabilities, and $10.06 million in total stockholders' equity. Blink Charging reported a net loss attributable to common shareholders of $26.88 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $79.63 million for the year ended Dec. 31, 2017. BODY RENEW II: Ombudsman Says No Loss of Privacy in Sale -------------------------------------------------------- Lucy L. Thomson, the Consumer Privacy Ombudsman for Body Renew Winchester II, LLC, submitted a report to advise the Bankruptcy Court on the issues related to the protection of personally identifiable information of consumers, the health club members of Body Renew Winchester II, LLC. The Debtors operate two health club facilities located in Winchester and Stephens City, Virginia. Body Renew collected PII from individuals who purchased health club memberships. The Body Renew assets offered for sale in this case include approximately 7,800 membership contracts and the personal records submitted and stored in connection with those contracts. Body Renew contracted with ABC Financial, a third party company that provides gym management software solutions and payment processing services, to process and store the personal member records. The proposed buyers of the Body Renew personal customer information meet the criteria for being a qualified buyer. The Ombudsman believes there is no loss of privacy to Body Renew consumers and members as a result of this sale because the Buyers will honor the US Fitness privacy policy and follow the requirements of the applicable non-bankruptcy laws. In addition, the Buyers new fitness center will be in the best interests of consumers and members. Under the sale agreement, the Buyers will fulfill the performance obligations Body Renew has with its current members. If these benefits are not desired in the future, members may cancel their health club contracts or unsubscribe from receiving Buyers' marketing materials at any time online, or by email by following the instructions provided. Thus, consumers can decide whether to do business with US Fitness in the future based on the quality of the services provided. Wherefore, the Ombudsman believes the Recommendations in CPO Report strike an appropriate balance between the privacy rights of consumers and members associated with this bankruptcy sale. The Ombudsman stands ready to provide whatever further analysis or recommendations the Court deems appropriate. The Consumer Privacy Ombudsman: Lucy L. Thomson The Willard, Suite 400 1455 Pennsylvania Avenue, N.W. Washington, D.C. 20004 Tel: (703) 798-1001 E-mail: lucythomson1@mindspring.com A full-text copy of CPO Report is available at https://tinyurl.com/uvy7p3d from PacerMonitor.com at no charge. About Body Renew Winchester Body Renew Winchester II, LLC, and Body Renew Winchester, LLC, are privately held companies in the health and fitness clubs and gyms business. Body Renew Winchester II and Body Renew Winchester filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 19-50547 and 19-50548) on June 27, 2019. The petitions were signed by Jeremy W. Wright, manager. The Debtors were each estimated to have $50,000 in assets and $1 million to $10 million in liabilities. James P. Campbell, Esq. at Campbell Flannery, P.C., is the Debtors' counsel. A committee of unsecured creditors was appointed on July 22, 2019. The committee is represented by Hirschler Fleischer, P.C. BODY RENEW: Ombudsman Says No Loss of Privacy in Sale ----------------------------------------------------- Lucy L. Thomson, the Consumer Privacy Ombudsman for Body Renew Winchester LLC, submitted a report to advise the Bankruptcy Court on the issues related to the protection of personally identifiable information of consumers, the health club members of Body Renew Winchester. The Debtors operate two health club facilities located in Winchester and Stephens City, Virginia. Body Renew collected PII from individuals who purchased health club memberships. The Body Renew assets offered for sale in this case include approximately 7,800 membership contracts and the personal records submitted and stored in connection with those contracts. Body Renew contracted with ABC Financial, a third party company that provides gym management software solutions and payment processing services, to process and store the personal member records. The proposed buyers of the Body Renew personal customer information meet the criteria for being a qualified buyer. The Ombudsman believes there is no loss of privacy to Body Renew consumers and members as a result of this sale because the Buyers will honor the US Fitness privacy policy and follow the requirements of the applicable non-bankruptcy laws. In addition, the Buyers new fitness center will be in the best interests of consumers and members. Under the sale agreement, the Buyers will fulfill the performance obligations Body Renew has with its current members. If these benefits are not desired in the future, members may cancel their health club contracts or unsubscribe from receiving Buyers' marketing materials at any time online, or by email by following the instructions provided. Thus, consumers can decide whether to do business with US Fitness in the future based on the quality of the services provided. Wherefore, the Ombudsman believes the Recommendations in CPO Report strike an appropriate balance between the privacy rights of consumers and members associated with this bankruptcy sale. The Ombudsman stands ready to provide whatever further analysis or recommendations the Court deems appropriate. Consumer Privacy Ombudsman: Lucy L. Thomson The Willard, Suite 400 1455 Pennsylvania Avenue, N.W. Washington, D.C. 20004 Tel: (703) 798-1001 E-mail: lucythomson1@mindspring.com A full-text copy of CPO Report is available at https://tinyurl.com/wkbygak from PacerMonitor.com at no charge. About Body Renew Winchester Body Renew Winchester II, LLC, and Body Renew Winchester, LLC, are privately held companies in the health and fitness clubs and gyms business. Body Renew Winchester II and Body Renew Winchester filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 19-50547 and 19-50548) on June 27, 2019. The petitions were signed by Jeremy W. Wright, manager. The Debtors were each estimated to have $50,000 in assets and $1 million to $10 million in liabilities. James P. Campbell, Esq. at Campbell Flannery, P.C., is the Debtors' counsel. A committee of unsecured creditors was appointed on July 22, 2019. The committee is represented by Hirschler Fleischer, P.C. BROWNIE'S MARINE: Appoints Director to Fill Board Vacancy --------------------------------------------------------- Mikkel Pitzner resigned as a member of the board of directors of Brownie's Marine Group, Inc. on Jan. 6, 2020. Mr. Pitzner's decision to resign was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices during his period of service as a director. Effective Jan. 9, 2020, Mr. Jeffrey Guzy was appointed by a unanimous written consent of the members of the Company's board of directors to serve on the Company's board of directors, filling the vacancy on the board created by Mr. Pitzner's resignation. Mr. Guzy will serve on the board of directors and will hold office until the next election of directors by stockholders and until his successor is elected and qualified or until his earlier resignation or removal. Mr. Guzy, age 68, was selected as a director for his general business management experience and experience serving on the board of directors of public companies. Pursuant to a director agreement, the Company has agreed to pay Mr. Guzy a monthly board fee of $1,000 and has agreed to issue Mr. Guzy an option to purchase up to 2,000,000 shares of the Company's common stock exercisable at $0.0229 per share. About Brownie's Marine Headquartered in Pompano Beach, Florida, Brownie's Marine Group, Inc. -- http://www.browniesmarinegroup.com/-- designs, tests, manufactures and distributes recreational hookah diving, yacht based scuba air compressor and nitrox generation systems, scuba and water safety products through its wholly owned subsidiary Trebor Industries, Inc. and manufactures and sells high pressure air and industrial gas compressor packages through its wholly owned subsidiary Brownie's High Pressure Compressor Services, Inc. The Company sells its products both on a wholesale and retail basis, and does so from its headquarters and manufacturing facility in Pompano Beach, Florida. The Company does business as (dba) Brownie's Third Lung, the d/b/a name of Trebor Industries, Inc. and Brownie's High Pressure Compressor Services, Inc. Brownies Marine reported a net loss of $1.30 million for the year ended Dec. 31, 2018, compared to a net loss of $248,744 for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $1.78 million in total assets, $1.68 million in total liabilities, and $103,938 in total stockholders' equity. Liggett & Webb, P.A., in Boynton Beach, Florida, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 7, 2019, citing that the Company has experienced net losses for consecutive periods and has a large accumulated deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. BUZZ MERGER: Fitch Assigns BB- LongTerm IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings assigned a first-time 'BB-' Long-Term Issuer Default Rating to Buzz Merger Sub Ltd. In addition, Fitch has assigned a 'BB'/'RR2' rating to the company's proposed senior secured credit facility, which consists of a $50 million revolver and a $500 million term loan B. MagicLab builds and operates dating and social networking mobile applications, which most notably include Bumble and Badoo. MagicLab's 'BB-' IDR is supported by Bumble's competitive positioning as a safe and female-friendly dating application, relatively conservative leverage profile, strong free cash flow generation, and Fitch's expectation for the company to achieve sustained strong revenue growth supported by a number of secular tailwinds. The credit profile's strengths are offset by material discretionary consumer spending exposure, limited product diversification and a concentrated ownership structure. The 'RR2' recovery rating on the senior secured debt reflects Fitch's expectation for a superior recovery based on the company's strong underlying cash flow generation, profitability and brand value. KEY RATING DRIVERS Industry Growth Supported by Secular Tailwinds: Fitch expects the online dating industry, and freemium dating applications in particular, to experience strong user and revenue growth over the rating horizon. Fitch believes growth will be supported by increasing international smartphone penetration, declining marriage rates, lessening stigmas around online dating, and an increasing proportion of Generation Z being eligible to use web-based dating services. Fitch believes MagicLab is well positioned to benefit from this secular trend. Strong Market Position: MagicLab is the second largest competitor in the mobile and online dating industry, behind only Match Group, Inc. MagicLab has established its solid competitive position due to Bumble's female-centric value proposition, and to Badoo's first mover advantage in certain geographies such as Eastern Europe and Latin America. Fitch believes the online dating industry can support multiple large competitors, as mobile users will often use and pay for more than one dating application at a time. Fitch also expects increasing scale to bolster MagicLab's market position and improve profitability, as the business benefits from a strong network effect and operating leverage. Limited Product Diversification: MagicLab's portfolio consists of two main platforms, Bumble and Badoo, which represent 56% and 44% of total revenue, respectively. Fitch believes limited product diversification increases credit risk as any significant operational or reputational issues at either platform may have a significant impact on MagicLab's consolidated financial profile. While Bumble's platform has modes that extend beyond dating, Fitch does not believe these modes currently have a large enough user base to provide material product level diversification. Robust Cash Flow Generation: Fitch expects MagicLab to generate strong free cash flow margins over the rating horizon, excluding the impacts of certain expected non-recurring items. Cash flow generation will be supported by a strong EBITDA margin profile, limited working capital requirements, and low levels of capital intensity. Fitch does not expect MagicLab to pay a recurring common dividend under its new ownership, which will significantly improve Fitch-calculated free cash flow margins, bolster liquidity and provide management with significant financial flexibility to pursue strategic investments with internally generated resources. Conservative Leverage Profile: Pro forma for the acquisition of MagicLab by Blackstone, Fitch-calculated total leverage will be approximately 3.4x, as measured as total debt with equity credit to Operating EBITDA. A significant majority of the transaction proceeds will come from a Blackstone cash equity infusion, and as such, the pro forma capital structure will be weighted heavily towards equity. Fitch believes 3.4x initial leverage is modest, especially relative to other large LBOs in the TMT sector. Fitch expects strong organic revenue growth and a relatively stable EBITDA margin profile to result in material deleveraging over the rating horizon, absent any large leveraged acquisitions or shareholder returns. MagicLab does not maintain an explicit leverage target and has no prior history of operating with material levels of debt. Fitch notes that MagicLab does have the capacity to take on a significant amount of incremental secured debt per the terms of the credit agreement. MagicLab will have immediate capacity to take on at least $135 million of incremental term loans, and further incremental debt may be permitted under leverage-based incurrence tests. Fitch considers the significant capacity for incremental debt a long-term risk to MagicLab's financial profile, especially given the company's concentrated ownership. Concentrated Ownership and Control: Blackstone Group will acquire a majority ownership of MagicLab and in turn gain full control of the company's operational and financing decisions. Fitch believes Blackstone's singular control of MagicLab increases the likelihood of shareholder friendly actions, which could negatively impact the credit profile. DERIVATION SUMMARY MagicLab does not have any direct peers within Fitch's corporates universe. Fitch believes MagicLab's operational, financial and credit protection metrics position it well in the 'BB-' rating category compared to Fitch's rated TMT universe. MagicLab is the second largest company in the online dating industry, behind Match Group. MagicLab currently lags Match Group in terms of scale and profitability, as well as in product diversification, as Match Group has a larger portfolio of dating platforms. Despite being smaller than Match Group, Fitch believes that that MagicLab has established a strong competitive moat owing to Bumble's female-friendly messaging policies, Badoo's large international user network and live video features, and to both applications' focus on user safety. MagicLab's credit protection metrics are weaker than those of Match Group, with pro forma leverage of 3.4x compared to Match Group's LTM leverage of 2.2x as of Sept. 30, 2019. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Fitch assumes the proposed transaction closes in January 2020. Consolidated revenue expected to grow at a double-digit CAGR over the rating horizon, reflecting the strong secular tailwinds in the online dating industry and the Company's increased marketing investments. -- Fitch assumes a majority of revenue growth will be derived from Bumble subscription and transaction growth, as a majority of additional marketing spend is allocated toward Bumble user acquisition and monetization. -- Fitch does not assume any acquisitions over the forecast period. -- Gross profit margins assumed to be stable over the forecast horizon. -- Fitch assumes only limited EBITDA margin expansion as earnings are reinvested into additional marketing expense. -- Fitch assumes stable capital intensity over the rating horizon, including capitalized software development costs. -- Fitch assumes a ~$500 million shareholder dividend in 2022, funded with a mix of cash flow and incremental term loans, as management opts to return excess cash to shareholders. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- MagicLab's consolidated revenue growth materially exceeding industry growth. -- Total Debt with Equity Credit/Operating EBITDA sustained below 3.0x. -- FFO Adjusted Leverage sustained below 3.5x. -- Sustained double-digit free cash flow margins. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Debt funded acquisitions or shareholder returns causing Total Debt with Equity Credit/Operating EBITDA to exceed 4.0x without a credible plan for deleveraging. -- FFO Adjusted Leverage sustained above 4.5x. -- Match Group, Facebook or other competitors taking material market share from MagicLab, resulting in poor operating performance and depressed profitability. Fitch believes indicators would be flat to negative revenue growth and EBITDA margins sustained near or below 20%. -- Sustained low single-digit free cash flow margins. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity Position: Pro forma for the acquisition of MagicLab by Blackstone, MagicLab's liquidity will be supported by a readily available cash balance of roughly $25 million and a fully available $50 million revolver. Fitch expects liquidity to be further supported by consistent free cash flow generation exceeding $100 million annually, excluding expected one-time costs. MagicLab's debt structure is comprised of a $50 million senior secured revolver and a $500 million senior secured term loan B. The revolver will mature five years after closing, and the term loan B will mature seven years after closing. MagicLab has no significant debt maturities over the rating horizon, and will only be required to make $1.25 million quarterly amortization payments over the life of the term loan. Fitch believes MagicLab's liquidity is more than sufficient to support its debt service over the ratings horizon. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. MagicLab has an ESG Relevance Score of 4 for social impacts due to the declining stigma around online dating and due to Bumble's female-centric value proposition of seeking to mitigate harassment and abusive language on dating applications. Fitch believes this provides MagicLab with modest competitive differentiation, which has a positive impact on the credit profile, and is relevant to the ratings in conjunction with other factors. MagicLab has an ESG Relevance Score of 4 for governance structure due to Blackstone's singular control of all operational and financing decisions, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. CALLON PETROLEUM: S&P Raises ICR to 'B+' on Carrizo Acquisition --------------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on U.S.-based exploration and production (E&P) company Callon Petroleum Co. to 'B+' from 'B'. At the same time, S&P raised the ratings on Callon's unsecured notes to 'BB-', reflecting its expectations that the combined reserve base will keep the recovery rating at '2' despite the increase in the revolving credit facility The upgrade of Callon reflects the company's increased scale, scope, and diversification while maintaining a modest financial policy, indicated by its all-stock acquisition of Carrizo Oil & Gas Inc. Additionally, S&P expects the combined company's production to be weighted toward oil, which will continue to support strong cash flow and profitability measures. The stable outlook reflects S&P's expectation that Callon's cash balances, operating cash flow, and availability under its credit facility will be sufficient to fund planned capital spending and increase its production and reserves over the next 12 months, while maintaining FFO to debt of about 35%. "We could lower the corporate credit rating if Callon's growth strategy doesn't proceed as expected, and its core ratios substantially weaken such that we expect average FFO to debt to approach 12%. This scenario would likely occur because of lower-than-expected production growth combined with higher operating costs and a return to crude oil prices sustained below $40 per barrel. In addition, we could lower the rating if we believe the company will be unable to maintain adequate liquidity," S&P said. "We could raise the rating if Callon is able to integrate Carrizo's assets while reducing costs and increasing production and reserves, and Callon uses asset sale proceeds and free cash flow to further reduce debt. For an upgrade to occur, we would also expect the company to sustain FFO to debt above 20% and its liquidity to remain adequate or better," the rating agency said. CARRIZO OIL: S&P Affirms B+ ICR, Withdraws Rating on Merger Close ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on Carrizo Oil & Gas Inc. and subsequently withdrew the rating due to the company's integration into Callon Petroleum Co. The outlook was stable at the time of the withdrawal. "Callon Petroleum has closed its acquisition of Carrizo Oil & Gas and, as a result, we affirmed our 'B+' issuer credit rating on Carrizo, same as the ICR on Callon, and raised the senior unsecured debt ratings to 'BB-', which rank pari passu with Callon's senior unsecured debt," S&P said. The recovery rating on the unsecured debt is '2', indicating S&P's expectation of substantial (70%-90%; rounded estimate: 85%) recovery in the event of a payment default. Subsequently, S&P withdrew the ICR on Carrizo because it has been integrated into Callon. CENTENNIAL HOTEL: Allowed to Use Cash Collateral on Interim Basis ----------------------------------------------------------------- Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the District of Colorado, at the behest of Centennial Hotel, LLC, authorized the use of cash collateral on an interim basis in accordance with the Budget subject to a deviation on line item expenses not to exceed 20%. A final hearing on the Debtor's Cash Collateral Motion is set for Jan. 21, 2020 at 3:00 p.m. Prepetition, the Debtor executed a Promissory Note in favor of Wells Fargo Bank, N.A. for a loan in the original amount of $1,806,000. The balance due on the Note is now approximately $1,444,664. The Debtor is also subject to a note and Ground Lease Deed of Trust with GGF, LLC for a subordinated claim to that of Wells Fargo in the approximate amount of $4,328,000. The Secured Creditors are granted with postpetition lien on all postpetition inventory and income derived from the operation of the business and assets, to the extent that the use of the cash results in a decrease in the value of the Secured Creditors' interest in the collateral. All replacement liens will hold the same relative priority to assets as did the prepetition liens. The Debtor is directed to provide the Secured Creditors with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of Debtor's Monthly Operating Reports. The Debtor is also required to keep the Secured Creditors' collateral fully insured and maintain all of the collateral in good repair. About Centennial Hotel Centennial Hotel, LLC, a privately held company in the hotel and motel business, filed its voluntary Chapter 11 petition (Bankr. D. Colo. Case No. 19-20694) on Dec. 17, 2019. In the petition signed by Gregory G. Fulton, managing member of GGF, LLC, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Lee M. Kutner, Esq. at Kutner Brinen, P.C., is the Debtor's legal counsel. CHESAPEAKE ENERGY: S&P Lowers Sr. Unsecured Notes Rating to 'D' --------------------------------------------------------------- S&P Global Ratings lowered the issue-level ratings on Oklahoma City-based oil and gas exploration and production company Chesapeake Energy Corp.'s 7% senior unsecured notes due 2024, 7.5% senior unsecured notes due 2026, and 8% senior unsecured notes due 2026 to 'D' from 'CC', following completion of a below-par debt exchange that the rating agency views as distressed. As part of an earlier exchange, the issue-level ratings on Chesapeake's 8% senior unsecured notes due 2025 and 8% senior unsecured note due 2027 are already rated 'D'. Chesapeake Energy completed the exchange of $3.22 billion aggregate principal amounts of the following securities (representing about 71% of the total amount outstanding), for an aggregate $2.2 billion of 11.5% second-lien notes due 2025: -- $226 million 7% senior notes due 2024; -- $281 million 7.5% senior notes due 2025; -- $998 million 8% senior notes due 2025; -- $873 million 8% senior notes due 2026; and -- $837 million of 8% senior notes due 2027. The company also completed the repurchase of $616.2 million (or 99.74%) of the Brazos Valley Longhorn LLC (BVL) 6.875% notes due 2025 at par value and repaid and terminated the BVL credit facility. Consequently, S&P is withdrawing its issuer credit rating on Brazos Valley Longhorn and the issue-level rating on the BVL notes. The 'SD' issuer credit rating on Chesapeake Energy remains unchanged. The ratings on the company's remaining senior unsecured debt issues and preferred stock remain on CreditWatch negative. The CreditWatch placements reflect the potential that S&P could lower the issuer credit rating below its prior 'B+'rating when the rating agency reassesses it, which would result in lower issue ratings. S&P's reassessment will include the benefits from the debt principal reduction following the exchanges, potential for further debt exchanges, as well as the impact on cash flows from the weak natural gas price environment and volatility in crude oil prices. S&P expects to review Chesapeake Energy and its capital structure once the rating agency believes the likelihood of further transactions it could view as distressed is low. CTE 1 LLC: DTF Buying All Assets for $28 Million ------------------------------------------------ CTE 1, LLC, asks the U.S. Bankruptcy Court for the District of Jersey to authorize the bidding procedures in connection with the sale of substantially all of its tangible and intangible assets in one or more lots pursuant to the Asset Purchase Agreement, dated as of Dec. 9, 2019, to DTF Holdings, LLC for $27.5 million, subject to overbid. The Debtor owns and operates an automotive dealership known as Lexus of Englewood and located at: (1) 53-59 Engle St., Englewood, NJ 07631, (2) 75 Columbus Avenue, Englewood, New Jersey 07631, (3) 335 Grand Avenue, Leonia, New Jersey 07605, (4) 40 Rockwood Place, Englewood, New Jersey 07631, and (5) 136 Engle Street, Englewood, New Jersey 07631. It sells, services and provides (i) new and used motor vehicle products it purchases from Toyota Motor North America ("TMNA"), (ii) other used motor vehicle products, and (iii) new motor vehicle parts and accessories purchased from TMNA or affiliates. The Debtor also owns, leases or licenses all tangible and intangible assets used in conjunction with the Dealership. On Aug. 17, 2017, the Debtor executed and delivered to TMCC an Inventory Loan and Security Agreement, and Capital Loan and Security Agreement, as amended from time to time. The members of the Debtor, and Leonard Automotive Enterprises, Inc., also executed and delivered their personal guarantees of payment in connection with the TMCC Loan Documents. As of the Petition Date, TMCC alleges the current balance owed under the prepetition loan is approximately $60,676,320. TMCC holds a first priority lien on and security interest in the TMCC Collateral, which secures TMCC's claims, pursuant to and in accordance with the TMCC Loan Documents, by virtue of the filing and recording of a UCC-1 with the New Jersey Department of the Treasury on July 18, 2017 and that its lien in the TMCC Collateral is duly perfected, valid, existing, and legally enforceable. As a result of litigation commenced by TMCC against, inter alia, the Debtor on Oct. 18, 2019, the Dealership was operating under a temporary restraining order issued by Judge Claire C. Cecchi in Toyota Motor Credit Corporation v. CTE 1 LLC, Leonard Automotive Enterprises, Inc., Carmine A. DeMaio III, Frank C. Holtham Jr. and Carmine Zeccardi Jr., United States District Court for the District of New Jersey, Civil Action No. 2:19-cv-19092-CCC-ESK. In October 2019 the Debtor began soliciting offers for the Dealership. As a result of these efforts the Debtor had received at least 10 indications of interest from possible purchasers at the time it filed its bankruptcy case. Because of the Debtor's inability to satisfy expenses subsequent to the Petition Date, the Debtor entered into the DIP Financing Facility with TMCC, which was approved by the Court on Oct. 31, 2019. The DIP Financing Facility has a maturity date of Dec. 15, 2019. In connection with the bankruptcy filing, the Debtor's operating manager, Carmine DeMaio III, decided to retained Carl Marks Advisory Group ("CMAG") to both assist in the Debtor’s operations and in the solicitation of interested parties to purchase the Purchased Assets, and to employ Steven Agran of CMAG as Chief Restructuring Officer ("CRO"). Carmine DeMaio III ceded all management control at the end of business on Oct. 29, 2019 to Mr. Agran at the time of his appointment as CRO. After his appointment, the CRO reached out to 650 Dealers. Based upon the CRO's experience, the Debtor believes the marketing process that it started in October will culminate in a successful sale of the Dealership for the highest amount that is possible. The Sale Motion should be granted because the orderly liquidation of the Debtor is the sole means of providing any possibility that its secured, priority and general unsecured creditors will receive a distribution in these cases and provides an opportunity to preserve the hundreds of jobs held by the Debtor's employees. The procedures provide the greatest opportunity to achieve these objectives. In addition, the Debtor proposes to sell, under Section 363(f) of the Bankruptcy Code, the Purchased Assets free and clear of lines claims and encumbrances, with such liens, claims and encumbrances attaching to the proceeds of sale of the Purchased Assets. In the present case, TMCC consents to the sale procedures. As a result, the Purchased Assets may be sold free and clear of TMCC's liens, with the liens to attach to the proceeds of the sale. The Debtor proposes that the Stalking Horse Agreement serve as the form asset purchase agreement to be provided to all prospective bidders that wish to participate in the Bidding Process for the Purchased Assets. Pursuant to the Stalking Horse Agreement, the Debtor has agreed, subject to Court approval, to provide the Stalking Horse Bidder with certain Bid Protections, consisting of an expense reimbursement of $250,000. In addition, it has agreed that in the Bidding Process the next highest qualified bid after the bid of the Stalking Horse Bidder must contain total consideration equivalent to an amount of at least $500,000 ($250,000 plus the Expense Reimbursement) in excess of the bid of the Stalking Horse Bidder. The Debtor will hold a sale at which any bidder whose bid is deemed to meet all the requirements of the bid requirements, may participate. All qualified bidders will then be invited to an auction for the sale of the Purchased Assets. If there are other bids by a qualified bidder at the auction, the Debtor, in consultation with TMCC and with the Official Committee of Unsecured Creditors, will determine in its reasonable discretion the highest and best bid, or bids, for the Purchased Assets. When making a bid for the Purchased Assets, all bidders must abide by the bidding requirements and the auction procedures, as will be set forth in the Sale Procedures Notice and as set forth. By no later than Dec. 18, 2019, the Debtor will serve the Sale Procedures Notice upon prospective bidders. The proposed Sale provides that any person or entity that is interested in purchasing all or a portion of the Purchased Assets must submit to the Debtor a bid in conformance with the following provisions by not later than Jan. 2, 2020 at 4:00 p.m. (EST). The Debtor will market for sale all or substantially all of its assets in appropriate lots and aggregated lots (excluding the Debtor's claims and causes of action under sections 502(d), 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code and any other avoidance actions under the Bankruptcy Code ("Avoidance Actions")) and may include combined lots constituting all or substantially all of the Debtor's assets other than Avoidance Actions. The deadline for submitting bids on the Purchased Assets consistent with the Bidding Requirements set forth below is Jan. 2, 2020 at 4:00 p.m. (EST). In the event multiple Qualified Bids for the Purchased Assets are received by the Debtor, the Debtor will conduct an auction for the Purchased Assets on Jan. 6, 2020 commencing at 12:00 noon (EST) at the offices of the Debtor's counsel, Arent Fox, 1301 Avenue of the Americas, 42nd Floor, New York NY 10019, or such other location designated by the Debtor prior to the scheduled auction. The Sale Hearing will be on Jan. 9, 2020 at (TBD) (EST). The Debtor will use best efforts to close each sale by Feb. 29, 2020. A cash purchase price that exceeds the aggregate cash consideration to be paid to or for the benefit of the Debtor's estate set forth in the Stalking Horse Agreement by at least $500,000, which represents the sum of: (i) the Expense Reimbursement of $250,000, plus (ii) an overbid of $250,000, and otherwise has a value to the Debtor, in the exercise of its reasonable business judgment, subject to consultation with the DIP Lender, Toyota Motor Credit Corp. and with the Official Committee of Unsecured Creditors, that is greater or otherwise better than the value offered under the Stalking Horse Agreement. Each Subsequent Bid at the Auction will provide net value to the estate of at least $250,000 over the Starting Bid or the Leading Bid, as applicable, which net value may be in the form of cash or non-cash consideration. Any sale of Purchased Assets will be on an "as is, where is" basis and without representations or warranties of any kind, nature or description. Except as otherwise provided in the terms of the asset purchase agreement for Successful Bid or such Back-Up Bid which may ultimately be consummated, all of the Debtor's right, title and interest in and to the Purchased Assets subject to such sale will be sold free and clear of Claims. For the reasons set forth in this Sale Motion, the Debtor wishes to proceed to the Sale and Sale Hearing as expeditiously as the Court’s calendar will allow, while providing the requisite notice of the proposed Sale as required under Bankruptcy Rule 2002. In accordance with Bankruptcy Rule 2002, the Debtor proposes to give notice of the Sales Procedures, and the proposed Sale by serving a Notice. dditionally, the Debtor will place two one-quarter page advertisements regarding the sale of the Dealership in a nationally recognized dealer publication such as Automotive News or the like. The Debtor believes that its Executory Contracts and Unexpired Leases represent valuable rights necessary to the continued operation of its business. To that end, it proposes to establish procedures permitting it to assume and assign certain of these Executory Contracts and Unexpired Leases to the Successful Bidder and to notify counterparties to such Executory Contracts and Unexpired Leases of proposed cure amounts, if any, necessary to cure any defaults existing thereunder. The Debtor shall, within five business days of the entry of the Sale Procedures Order, serve the Cure Notice upon each non-Debtor counterparty to each Executory Contract or Unexpired Lease to which the Debtor is a party that may be assumed and assigned to the Stalking Horse Bidder, regardless of whether, at that time, the Executory Contract or Unexpired Lease is listed as being proposed to be assumed and assigned to the Stalking Horse Bidder. The Cure Objection Deadline is ten days after service of the Cure Notice or Supplemental Cure Notice. In accordance with Local Rule 6004-1(a)(3), the material terms of the proposed sale to the Buyer (or other Successful Bidder for the Purchased Assets) are as follows: a. Seller - The Debtor. b. Property to be Sold - The Debtor's goodwill, "blue sky" and general intangibles, Operating Assets, and Motor Vehicle Inventory. c. Date, Time and Place of Sale - No later than 75 days after Dec. 9, 2019. d. Purchase Price - $27.5 million plus adjustments based on the value of the Motor Vehicle Inventory and Parts Inventory actually acquired. e. Conditions of the Sale - (i) The issuance and execution of a standard sales and service agreement from the Manufacturer, (ii) Amendments to the existing leases for the dealership premises, or rejection of such leases and approval of a relocation plan, (iii) 27 days due diligence for the Buyer. f. Deadlines for Approval or Closing of Sale - No later than 75 days after Dec. 9, 2019. g. Deposit and Forfeiture of Deposit - Deposit of $1.25 million. Forfeited upon material uncured breach by Buyer or failure by Buyer to close when required. h. Request for a Tax Determination Under Section 1146(b) of the Bankruptcy Code - The proposed Sale is not being effectuated pursuant to a plan. Thus, section 1146(b) of the Bankruptcy Code is inapplicable. i. Retention / Access to Books and Records - No restriction upon the Debtor's access to books and records. j. Assumption and Assignment of Executory Contracts and Unexpired Leases - All contracts and leases primarily related to the Debtor's business, to the extent the Buyer elects in writing on or before the Closing Date to assume such contracts. k. Credit Bidding - Not Contemplated. l. Relief from Bankruptcy Rules 6004(h) and 6006(d) - Requested. As set forth, the relief requested herein is necessary and appropriate to maximize the value of the Debtor's estate for the benefit of its economic stakeholders. Accordingly, the Debtor submits that ample cause exists to justify the waiver of the 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d), to the extent that each such rule applies. The Purchaser: DTF HOLDINGS, LLC Jonathan Sobel, Managing Member 717 5th Avenue, 20th Floor. New York, NY 10022 E-mail: jonathan.sobel@hotmail.com The Purchaser is represented by: WILK AUSLANDER LLP 1515 Broadway, 43rd Floor New York, NY 10036 E-mail: esnyder@wilkauslander.com A copy of the Bidding Procedures and Stalking Horse Agreement is available at https://tinyurl.com/rdxpywk from PacerMonitor.com free of charge. About CTE 1 LLC CTE 1 LLC -- https://www.lexusofenglewood.com/ -- is a car dealer in Englewood, New Jersey offering a selection of new and pre-owned Lexus vehicles. The Company offers a full lineup of vehicles, including Lexus LS sedan, Lexus RX SUV and ES Hybrid. CTE 1 LLC sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 19-30256) on Oct. 27, 2019, in New Jersey. In the petitions signed by Carmine DeMaio, operating manager, the Debtor was estimated to have $10 million to $50 million of assets and the same range of liabilities. The Hon. Vincent F. Papalia oversees the case. Robert M. Hirsh, Esq., of ARENT FOX LLP, serves as the Debtors' counsel. DIEFENDERFER FAMILY: Seeks to Hire W.W. Sova as Real Estate Broker ------------------------------------------------------------------ Diefendefer Family Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire W.W. Sova, LLC, as its real estate broker. W.W. Sova will assist the Debtor in the sale of its real property located at 22211 Gratiot Ave., Eastpointe, Mich. The firm will get a 6 percent commission. Walt Sova, manager of W.W. Sova, disclosed in court filings that he and other employees of the firm neither hold nor represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Walt Sova W.W. Sova, LLC 19411 Old Homestead Harper Woods, MI 48225 About Diefendefer Family Holdings Diefendefer Family Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-54007) on Oct. 1, 2019. At the time of the filing, the Debtor was estimated to have assets of between $100,001 and $500,000 and liabilities of the same range. Judge Maria L. Oxholm oversees the case. Don Darnell, Esq., is the Debtor's bankruptcy attorney. EAST HUDSON LEVEL: Seeks to Hire Davidoff Hutcher as New Counsel ---------------------------------------------------------------- East Hudson Level Flooring Systems, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Davidoff Hutcher & Citron LLP as its new legal counsel. Davidoff will substitute for Rattet PLLC, the firm handling the Debtor's Chapter 11 case. The services to be provided by Davidoff include negotiating with creditors to prepare a bankruptcy plan and advising the Debtor on any potential refinancing of its secured debt and sale of its business. The hourly rates range from $325 to $700 for the firm's attorneys and from $195 to $325 for paraprofessionals. Davidoff is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Robert L. Rattet, Esq. Davidoff Hutcher & Citron LLP 605 Third Avenue New York, NY 10158 Phone: (212) 557-7200 E-mail: rlr@dhclegal.com About East Hudson Level Flooring Systems East Hudson Level Flooring Systems, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-22812) on April 16, 2019. At the time of the filing, the Debtor disclosed $1,360,150 in assets and $3,295,970 in liabilities. Judge Robert D. Drain oversees the case. EASTERN NIAGARA: Michele McKay Named Health Care Ombudsman ---------------------------------------------------------- William K. Harrington, the United States Trustee for Region 2 in furtherance of the administrative responsibilities imposed by the Federal Rules of Bankruptcy Procedure, and the order directing the appointment of a patient care ombudsman for Eastern Niagara Hospital, Inc., has appointed as the Health Care Ombudsman in the case: Michele McKay, MNS, RN, CNE 6360 Kraus Road Clarence Center, New York 14032 Telephone: (716) 907-6045 E-mail: momsacct2011@gmail.com Section 333 of the Bankruptcy Code provides that the Patient Care Ombudsman shall: (1) monitor the quality of patient care provided to patients of the debtor, to the extent necessary under the circumstances, including interviewing patients and physicians; (2) not later than 60 days after the date of this appointment, and not less frequently than at 60 day intervals thereafter, report to the court after notice to the parties in interest, at a hearing or in writing, regarding the quality of patient care provided to patients of the debtor; (3) if she determines that the quality of patient care provided to patients of the debtor is declining significantly or is otherwise being materially compromised, file with the court a motion or a written report, with notice to the parties in interest immediately upon making such determination; and, (4) shall maintain any information she obtains by virtue of her appointment as Patient Care Ombudsman in this case that relates to patients (including information relating to patient records) as confidential information. A full-text copy of PCO Appointment is available at https://tinyurl.com/yx6cwtdp from PacerMonitor.com at no charge. About Eastern Niagara Hospital Eastern Niagara Hospital, Inc. -- http://www.enhs.org/-- is a not-for-profit organization, focused on providing general medical and surgical services. It offers radiology, surgical services, rehabilitation services, cardiac services, respiratory therapy, obstetrics and women's health, emergency services, acute and intensive care, chemical dependency treatment, occupational medicine services, DOT medical exams, dialysis, laboratory services, child and adolescent psychiatry, and express care. Eastern Niagara Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. N.Y. Case No. 19-12342) on Nov. 7, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtor tapped Jeffrey Austin Dove, Esq., at Barclay Damon LLP, as its legal counsel. The U.S. Trustee for Region 2 appointed creditors to serve on the official committee of unsecured creditors on Nov. 22, 2019. ELEFTHERIA LLC: Trustee Taps Manier & Herod as Legal Counsel ------------------------------------------------------------ Michael Collins, the Chapter 11 trustee for Eleftheria, LLC, received approval from the U.S. Bankruptcy Court for the Western District of Tennessee to hire his own firm, Manier & Herod, P.C., as his legal counsel in the company's Chapter 11 case. The services to be provided by the firm include legal advice regarding the trustee's rights, powers and duties in Eleftheria's bankruptcy case; negotiations with creditors; and representation of the trustee in all litigation aspects of the case and any related proceeding involving the bankruptcy estate. The hourly rates for the firm's attorneys and paralegals are: Principals $305 - $450 Associates $175 - $275 Paralegals $80 - $130 Manier & Herod is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Michael E. Collins, Esq. Robert W. Miller, Esq. Manier & Herod, P.C. 1201 Demonbreun Street, Suite 900 Nashville, TN 37203 Tel: 615-244-0030 Fax: 615-242-4203 E-mail: rmiller@manierherod.com About Eleftheria Eleftheria, LLC, is the fee simple owner of two real estate properties in Memphis, Tenn., having a total current value of $1.153 million. Eleftheria filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 19-26603) on Aug. 20, 2019. In the petition signed by James Skefos, chief manager, the Debtor disclosed $1,153,000 in assets and $2,292,812 in liabilities. Judge Jennie D. Latta oversees the case. Eugene G. Douglass, Esq., at Douglass & Runger, is the Debtor's bankruptcy counsel. Michael E. Collins, Esq., was appointed as the Debtor's Chapter 11 trustee. The trustee is represented by Manier & Herod, P.C. EP ENERGY: UCC Says Plan Gives "Greater Than 100%" to Sponsors -------------------------------------------------------------- The Official Committee of Unsecured Creditors of EP Energy Corporation and its debtor-affiliates files this objection to the motion of Debtors for entry of an order approving the proposed Disclosure Statement According to the Committee, the Disclosure Statement fails to adequately describe a fatal flaw in the Plan, namely, that the Plan provides for a select group of creditors to receive a greater than 100% recovery on their claims, in violation of the absolute priority rule. The Committee alleges taht Backstop Parties holding 1.25L Notes Claims will receive a greater than 100% recovery on account of their prepetition 1.25L Notes Claims. Specifically, the Plan reinstates the 1.25L Notes on the Effective Date, and provides that $138 million of the Rights Offering shall be funded through the exchange of $138 million in aggregate principal amount of Reinstated 1.25L Notes held by the Exchanging Backstop Parties for New Common Shares issued at a 25.7% discount to a Stated Equity Value of $900 million. The Disclosure Statement, according to the Committee, should also break out estimates of recoveries of (a) holders of the 1.5L Notes Claims on account of, separately, (i) their primary equity distribution, and (ii) equity acquired in the Rights Offering, and (b) the Backstop Parties. The Committee points out that the Disclosure Statement also fails to explain that the proposed distribution to unsecured creditors may, in fact, be illusory. Under the Plan, unsecured creditors are entitled to receive 1% of the New Common Shares, subject to massive dilution by shares issued in connection with the Rights Offering, the Backstop Agreement, the Private Placement and the EIP Shares. What the Debtors do not highlight is that this paltry distribution is subject to further erosion, which renders the distribution practically valueless. A full-text copy of the Unsecured Creditors' objection is available at https://tinyurl.com/row4n8o from PacerMonitor.com at no charge. The Unsecured Creditors are represented by: POLSINELLI PC Trey Monsour 1000 Louisiana Street, Suite 6400 Houston, TX 77002 Telephone.: (713) 374-1600 Facsimile: (713) 374-1601 E-mail: tmonsour@polsinelli.com - and - STROOCK & STROOCK & LAVAN LLP Kristopher M. Hansen Frank A. Merola Kenneth Pasquale Erez E. Gilad Jonathan D. Canfield 180 Maiden Lane New York, NY 10038 Telephone: 212-806-5400 Facsimile: 212-806-6006 E-mail: khansen@stroock.com fmerola@stroock.com kpasquale@stroock.com egilad@stroock.com jcanfield@stroock.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. EPIC COMPANIES: Hope Buying Houma Property for $1.22 Million ------------------------------------------------------------ Epic Companies, LLC and its affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of the following real property: (i) 168 Menard Road, Houma, Louisiana 70363; (ii) 306 Menard Road, Houma, Louisiana 70363; (iii) 403 Menard Road, Houma, Louisiana 70363; and (iv) 600 Thompson Road, Houma, Louisiana to Hope Services, Inc. for $1.22 million, subject to overbid. The Debtors previously filed Prior Sale Motion for the sale of their real property to Hope for $1 million. Since filing that Motion, they received a second offer from Modern American Recycling Services, Inc. ("MARS") to purchase the real property for $1.2 million. Upon receipt of the second offer, and in order to maximize value to their estates, the Debtors negotiated for Hope to serve as the Stalking Horse Bidder with an offer to purchase the assets for $1.22 million. In order to induce Hope to serve as the Stalking Horse Bidder, the Debtors have agreed to a $25,000 breakup fee. The Debtors therefore file the Motion to approve bid procedures, schedule an auction on Jan. 7, 2020, and approve the sale of the real property at a hearing on the afternoon of Jan. 8, 2020. If the Debtors consummate a sale under the Bid Procedures to a purchaser who is not the Stalking Horse Bidder, they'll pay (in cash) to the Stalking Horse Bidder the $25,000 Breakup Fee. The Debtors ask an expedited hearing to approve the breakup fee and bid procedures before year end. Because the Debtors filed the Prior Sale Motion on Nov. 15, 2019, parties have been on notice of the sale and the three parties that have expressed an interest have conducted diligence on the real property. The Debtors believe that the Real Property is unencumbered because White Oak does not hold a prepetition or DIP lien on them and the Debtors are not aware of any other liens or encumbrances on them. To the extent that any claim or lien may exist, however, the Debtors seek authority to sell the Real Property free and clear of all liens, claims, or encumbrances. The Debtors submit that the Purchase Agreement (or, if the Stalking Horse Bidder is not the prevailing bidder, an alternative bid resulting from the Bid Procedures) will constitute the highest and best offer for the Real Property, and will provide a greater recovery for their estates than would be provided by any other available alternative. As described, the relief that the Debtors ask in the Motion is necessary for them to maximize value for their estates. Accordingly, they respectfully ask that the Court waives the 14-day stay imposed by Bankruptcy Rule 6004(h), as the exigent nature of the relief sought justifies immediate relief. About Epic Companies Headquartered in Houston, Epic Companies, LLC, is a full-service provider to the global decommissioning, installation and maintenance markets. Its services include heavy lift, diving and marine, specialty cutting and well plugging and abandonment services. It has limited ongoing operations and is owned 50 percent by Orinoco and 50 percent by Oakridge Natural Resources, LLC, and Oakridge Energy Partners LLC. Epic Companies and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-34752) on Aug. 26, 2019. At the time of the filing, Epic Companies had estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. The Debtors tapped Porter Hedges LLP as bankruptcy counsel; S3 Advisors, LLC as restructuring advisor; Epiq Corporate Restructuring, LLC as claims agent; and Lugenbuhl Wheaton Peck Rankin & Hubbard as special counsel. Henry Hobbs Jr., acting U.S. trustee for Region 7, appointed a committee of unsecured creditors on Sept. 6, 2019. The committee is represented by Munsch Hardt Kopf & Harr, P.C. EQT CORP: Moody's Assigns 'Ba1' CFR, Outlook Remains Negative ------------------------------------------------------------- Moody's Investors Service downgraded EQT Corporation's senior unsecured rating to Ba1 from Baa3. Moody's also assigned a Ba1 Corporate Family Rating, a Ba1-PD Probability of Default Rating and an SGL-2 Speculative Grade Liquidity Rating. The rating outlook is negative. "EQT's significantly weakening cash flow metrics in light of the persistent weak natural gas price environment and the company's intent to refinance its 2020 maturities in lieu of debt reduction through repayment drives the ratings downgrade." commented Sreedhar Kona, Moody's senior analyst. "Although the company is pursuing several avenues to reduce debt and enhance its cash flow, the execution risk involved in those initiatives is reflected in the negative outlook." Downgrades: Issuer: EQT Corporation Senior Unsecured Shelf, Downgraded to (P)Ba1 from (P)Baa3 Senior Unsecured Medium-Term Note Program, Downgraded to (P)Ba1 from (P)Baa3 Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1 (LGD4) from Baa3 Assignments: Issuer: EQT Corporation Corporate Family Rating, Assigned Ba1 Probability of Default Rating, Assigned Ba1-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD4) Outlook Actions: Issuer: EQT Corporation Outlook, Remains Negative RATINGS RATIONALE EQT's downgrade to Ba1 from Baa3 is driven by the unlikely prospect of improvement in cash flow metrics to a level required to support an investment grade credit profile. Persistent weakness associated with the macro fundamentals of the natural gas sector and the volatility associated with the cash flow of pure-play natural gas producers necessitate a higher retained cash flow to debt ratio threshold than EQT can deliver over the medium term even with significant debt reduction. Additionally, EQT's cash flow metrics compare poorly to other Baa3 rated oil producing companies, despite EQT's size and scale. EQT's Ba1 CFR reflects the likelihood of weakening cash flow metrics beyond 2020 in light of high debt levels and a persistently weak natural gas price environment. Although the company is supported by a strong hedge book for 2020, it is substantially exposed to weaker pricing in 2021 and beyond. In addition to reducing debt through asset sales, the company plans to improve its cash margins through several initiatives including cost structure optimization and renegotiation of midstream contracts with its midstream partner EQM Midstream, LP (Ba1 stable). While there is a level of execution risk in completing such transactions, the prospect of debt reduction and cash flow enhancement gives the company better ability to demonstrate metrics commensurate with a Ba1 CFR. In Moody's base case assuming cash margin improvement and debt reduction, Moody's estimates EQT's retained cash flow to debt ratio to be in the 25-30% range in 2021 and beyond, but if the prevailing natural gas price weakness persists this ratio could be substantially weaker. EQT is supported by its size and scale, high quality acreage position and modest cost structure that allows it to efficiently replace production and reserves in a weak natural gas price environment. EQT's 2020 capital budget indicates a more constrained approach to reserves and production growth and enables the company to generate free cash flow that could be applied towards debt reduction. EQT's senior unsecured notes are rated Ba1, the same as the company's CFR, because all of the company's long-term debt, which includes $1 billion term loan (unrated) and $2.5 billion revolving credit facility (unrated), is unsecured. Moody's expects EQT to have good liquidity consistent with an SGL-2 Speculative Grade Liquidity (SGL) Rating. As of September 30, 2019, EQT had $7.5 million of cash balance and less than $200 million of outstanding borrowings under the revolving credit facility maturing in 2022. However, the company's Ba1 rating could trigger a requirement for the company to post letters of credit to the company's counterparties. The company has stated publicly that this requirement could be up to $1.6 billion if there are two or more sub investment grade ratings. Moody's expects the company to fund its capital spending needs and debt service from its operating cash flow through 2021. As of December 31,2019, EQT had $1 billion of term loan and $750 million of unsecured notes maturing in 2021, unless this indebtedness is fully or partially refinanced or repaid. Even if the company is unable to execute on the asset sales, it will have the ability to repay a significant portion of the 2021 maturities from the cash flow generated through operations and revolver borrowings. EQT's credit facility and the term loan agreements contain a debt to capital limitation of 65%. The company will remain in compliance with the covenant. EQT also has substantial natural gas reserves and acreage which could be sold or borrowed against to provide additional liquidity if necessary. EQT's negative ratings outlook reflects the significant uncertainty in the natural gas price environment and the execution risk it poses for the company's debt reduction measures. The rating outlook could be changed to stable if the company executes on its business plan including significant debt reduction to improve its unhedged credit metrics. EQT's ratings could be downgraded if the company fails to meaningfully reduce debt and demonstrate that it can sustain Ba1 credit metrics in a prolonged weak natural gas price environment. Specifically, the ratings will be downgraded if RCF/debt falls below 25% or if there is significant increase in debt to fund shareholder friendly actions. EQT's ratings could be upgraded if the Retained Cash Flow to debt ratio is sustained above 40% and the leveraged full cycle ratio is greater than 2x. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. FOX SUBACUTE: Committee Taps Flaster/Greenberg as Legal Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Fox Subacute at Mechanicsburg, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Flaster/Greenberg P.C. as its legal counsel. The firm will advise the committee of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with the Debtors' Chapter 11 cases. Flaster/Greenberg's hourly fees are: Shareholders $345 - $690 Associates $315 - $485 Paralegals $195 - $315 The firm's attorneys and paralegal who are expected to provide the services are: Harry Giacometti Shareholder $550 William Burnett Shareholder $550 Damien Nicholas Tancredi Shareholder $375 Jennifer Vagnozzi Paralegal $195 Flaster/Greenberg is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Harry J. Giacometti, Esq. Flaster/Greenberg P.C. 1835 Market St., Suite 1050 Philadelphia, PA 19103 Tel: 215.587.5680 / 215.279.9393 Fax: 215.279.9394 Email: harry.giacometti@flastergreenberg.com About Fox Subacute Fox Subacute At Mechanicsburg, LLC, is a skilled nursing facility in Pennsylvania that specializes in pulmonary, neurological, and rehabilitative care for patients with degenerative neurological and neuromuscular disease; and pulmonary care and ventilator requirements with an emphasis on vent weaning. Its facilities are located in Plymouth Meeting, Warrington, Mechanicsburg and Philadelphia, Pa., and are licensed by the PA Department of Health. On Nov. 1, 2019, Fox Subacute At Mechanicsburg and its affiliates sought Chapter 11 protection (Bankr. M.D. Pa. Lead Case No. 19-04714). Fox Subacute at Mechanicsburg was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. Judge Henry W. Van Eck oversees the cases. The Debtors tapped Cunningham, Chernicoff & Warshawsky, P.C. as their legal counsel; Kennedy P.C. as special counsel; and Isdaner & Company, LLC as accountant. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 11, 2019. The committee is represented by Flaster/Greenberg P.C. H2D MOTORCYCLE: Seeks to Hire Davidoff Hutcher as New Counsel ------------------------------------------------------------- H2D Motorcycle Ventures, LLC, and JHD Holdings, Inc., seek approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to hire Davidoff Hutcher & Citron LLP as their new legal counsel. Davidoff will substitute for Rattet PLLC, the firm handling the Debtors' Chapter 11 cases. The services to be provided by Davidoff include negotiating with creditors to prepare a bankruptcy plan and advising the Debtors on any potential refinancing of their secured debt and sale of their business. The hourly rates range from $400 to $850 for the firm's attorneys and from $195 to $350 for paraprofessionals. Davidoff is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Robert L. Rattet, Esq. Davidoff Hutcher & Citron LLP 605 Third Avenue New York, NY 10158 Phone: (212) 557-7200 Email: rlr@dhclegal.com About H2D Motorcycle Ventures Based in New Berlin, Wis., H2D Motorcycle Ventures, LLC and its affiliate JHD Holdings, Inc., sought Chapter 11 protection (Bankr. E.D. Wis. Lead Case No. 19-26914) on July 17, 2019. In the petition signed by CEO Eric Pomeroy, H2D Motorcycle disclosed $5,698,014 in assets and $5,803,573 in liabilities. Judge Beth E. Hanan oversees the cases. Davidoff Hutcher & Citron LLP is the Debtor's counsel. HOTEL OXYGEN: Gets Approval to Hire Broker to Sell Properties ------------------------------------------------------------- Hotel Oxygen Midtown I, LLC and Hotel Oxygen Palm Springs, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire a broker to sell its hotels. The Debtors tapped hotel broker Yvonne Berry of First Hotel Group U.S.A. in connection with the sale of Ivy Palm Resort & Spa and the Wyndham Garden Inn-Midtown. The broker will get a 2.5 percent commission of the total purchase price. Ms. Berry does not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. Ms. Berry maintains an office at: Yvonne Berry First Hotel Group U.S.A. 1717 E. Visa Chino, Palm Springs, CA 92262 About Hotel Oxygen Midtown I Hotel Oxygen Midtown, I, LLC, and Hotel Oxygen Palm Springs, LLC, are affiliate companies which operate hotels in Phoenix, Ariz. The companies are wholly owned subsidiaries of Oxygen Hospitality Group, Inc., an owner-operator hospitality company that acquires, renovates and manages a portfolio of mid-to upper scale branded and independent hotel assets in the U.S. Founded in 2017, Oxygen Hospitality is privately held and is headquartered in Phoenix, Ariz. Hotel Oxygen Midtown, I and its affiliates, Hotel Oxygen Palm Springs, A Great Hotel Company, Arizona LLC, and A Great Hotel Company, LLC, filed Chapter 11 petitions (Bankr. D.Ariz. Lead Case No. 19-14399) on Nov. 12, 2019. In the petitions signed by David Valade, chief financial officer, Hotel Oxygen Midtown was estimated to have assets of $1 million to $10 million and liabilities of $100,000 to $500,000. Judge Paul Sala oversees the cases. Guidant Law, PLC is the Debtors' legal counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Dickinson Wright PLLC. IDEANOMICS INC: Falls Short of Nasdaq Bid Price Requirement ----------------------------------------------------------- Ideanomics, Inc. received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC on Jan. 10, 2020, indicating that the bid price for the Company's common stock for the last 30 consecutive business days had closed below the minimum $1.00 per share required for continued listing under Nasdaq Listing Rule 5550(a)(2). Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted a 180 calendar day grace period, or until July 8, 2020, to regain compliance with the minimum bid price requirement. The continued listing standard will be met if the Company evidences a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180 calendar day grace period. In order for Nasdaq to consider granting the Company additional time beyond July 8, 2020, the Company would be required, among other things, to meet the continued listing requirement for market value of publicly held shares as well as all other standards for initial listing on Nasdaq, with the exception of the minimum bid price requirement. If measured today, the Company would qualify for Nasdaq's consideration of an extension because the Company currently has stockholders' equity of at least $5 million. In the event the Company does not regain compliance with the $1.00 bid price requirement by July 8, 2020, eligibility for Nasdaq's consideration of a second 180 day grace period would be determined on the Company's compliance with the above referenced criteria on July 8, 2020. The Company is diligently working to evidence compliance with the minimum bid price requirement for continued listing on Nasdaq; however, there can be no assurance that the Company will be able to regain compliance or that Nasdaq will grant the Company a further extension of time to regain compliance, if necessary. If the Company fails to regain compliance with the Nasdaq continued listing standards, its common stock will be subject to delisting from Nasdaq. About Ideanomics Ideanomics, formerly known as Seven Stars Cloud Group, Inc., is a global fintech advisory and Platform-as-a-Service company. Ideanomics combines deal origination and enablement with the application of blockchain and artificial intelligence technologies as part of the next-generation of financial services. The company is headquartered in New York, NY, and has offices in Beijing, China. It also has a planned global center for technology and innovation in West Hartford, CT, named Fintech Village. Ideanomics reported a net loss of $28.42 million for the year ended Dec. 31, 2018, compared to a net loss of $10.86 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, Ideanomics had $164.76 million in total assets, $47.26 million in total liabilities, $1.26 million in convertible redeemable preferred stock, and $116.24 million in total equity. B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2018, issued a "going concern" opinion in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. IFRESH INC: CEO Deng Converts $3.5 Million Debt Into Pref. Shares ----------------------------------------------------------------- IFresh, Inc., on Jan. 13, 2020, issued 1,000 shares of preferred stock to Long Deng, the Company's chief executive officer, upon cancellation of $3,500,000 of liabilities. On Dec. 11, 2019, iFresh entered into an agreement with Mr. Deng pursuant to which the Mr. Deng agreed to convert $3,500,000 of debt owed to him by the Company into 1,000 preferred shares of the Company's common stock. Upon receiving stockholder approval for the conversion, the 1,000 shares of preferred stock will automatically convert into 9,210,526 shares of the Company's common stock. On Jan. 9, 2020, the Company and Mr. Deng amended the Conversion Agreement to extend the date on which it could be completed to Jan. 15, 2020. On Jan. 13, 2020, the Company filed a Certificate of Designation creating the class of Preferred Stock required by the Conversion Agreement, and $3,500,000 of liabilities owed to Mr. Deng were converted into 1,000 shares of Series A Convertible Preferred Stock. The Preferred Stock has no voting rights, and will convert automatically into 9,210,526 shares of the Company's common stock once the conversion is approved by the Company's stockholders. In the event of the liquidation of the Company, the Preferred Stock has a preference equal to $3,500,000 over the Company's common stock. About iFresh, Inc. Headquartered in Long Island City, New York, iFresh Inc. (http://www.ifreshmarket.com),is an Asian American grocery supermarket chain and online grocer on the east coast of U.S. With nine retail supermarkets along the US eastern seaboard (with additional stores in Glen Cove, Miami and Connecticut opening soon), and two in-house wholesale businesses strategically located in cities with a highly concentrated Asian population, iFresh aims to satisfy the increasing demands of Asian Americans (whose purchasing power has been growing rapidly) for fresh and culturally unique produce, seafood and other groceries that are not found in mainstream supermarkets. With an in-house proprietary delivery network, online sales channel and strong relations with farms that produce Chinese specialty vegetables and fruits, iFresh is able to offer fresh, high-quality specialty produce at competitive prices to a growing base of customers. iFresh reported a net loss of $12 million for the year ended March 31, 2019, compared to a net loss of $791,293 for the year ended March 31, 2018. As of Sept. 30, 2019, the Company had $104.79 million in total assets, $106.39 million in total liabilities, and a total shareholders' deficiency of $1.60 million. Friedman LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated June 28, 2019, citing that the Company incurred operating losses and did not meet the financial covenant required in its credit agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. IFRESH INC: Chief Financial Officer Long Yi Steps Down ------------------------------------------------------ iFresh Inc. received a letter from Long Yi pursuant to which Mr. Yi resigned from his position as chief financial officer of the Company, effective Jan. 10, 2020. The Company is working to find a suitable replacement for Mr. Yi. About iFresh Inc. Headquartered in Long Island City, New York, iFresh Inc. (http://www.ifreshmarket.com),is an Asian American grocery supermarket chain and online grocer on the east coast of U.S. With nine retail supermarkets along the US eastern seaboard (with additional stores in Glen Cove, Miami and Connecticut opening soon), and two in-house wholesale businesses strategically located in cities with a highly concentrated Asian population, iFresh aims to satisfy the increasing demands of Asian Americans (whose purchasing power has been growing rapidly) for fresh and culturally unique produce, seafood and other groceries that are not found in mainstream supermarkets. With an in-house proprietary delivery network, online sales channel and strong relations with farms that produce Chinese specialty vegetables and fruits, iFresh is able to offer fresh, high-quality specialty produce at competitive prices to a growing base of customers. iFresh reported a net loss of $12 million for the year ended March 31, 2019, compared to a net loss of $791,293 for the year ended March 31, 2018. As of Sept. 30, 2019, the Company had $104.79 million in total assets, $106.39 million in total liabilities, and a total shareholders' deficiency of $1.60 million. Friedman LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated June 28, 2019, citing that the Company incurred operating losses and did not meet the financial covenant required in its credit agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INSYS THERAPEUTICS: Selling/Abandoning De Minimis Assets -------------------------------------------------------- Insys Therapeutics, Inc. and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize them (i) to sell at auction or transfer certain surplus, obsolete, non-core or burdensome assets, including any rights or interests therein ("De Minimis Assets"); and (ii) to abandon the unsold De Minimis Assets. On July 2, 2019, the Court entered the Bidding Procedures Order. In accordance with the Bidding Procedures Order, the Debtors have or are in the process of selling all or substantially all of their assets. The Sale Transactions include the Debtors' sale of their commercial product SYNDROS® in accordance with an asset purchase agreement entered into between the Debtors and Chilion Group Holdings US, Inc. on Aug. 6, 2019 and approved by the Court on Aug. 22, 2019. The Syndros Sale Transaction closed on Oct. 31, 2019. Additionally, on Sept. 19, 2019, the Court entered an order approving the Debtors' sale to BTcP Pharma LLC of their fentanyl sublingual spray product, SUBSYS®, throughout the world with the exception of certain Asian territories. The Subsys Sale Transaction closed on Sept. 26, 2019. On Oct. 16, 2019, the Court entered an order approving the Debtors' sale to Pharmbio Korea, Inc. of specific intellectual property, including patents and rights to the Subsys mark in certain Asian territories, to Pharmbio Korea, Inc. The Debtors believe that the closing of the Pharmbio Korea, Inc. Sales Transaction is imminent. On Dec. 5, 2019, in accordance with the Bidding Procedures Order, the Debtors filed a notice for the sale of certain equipment and related records to Renaissance Lakewood, LLC. At the time of filing the Motion, no party has objected to the proposed sale to Renaissance Lakewood, LLC and the hearing to approve the transaction is scheduled for Dec. 17, 2019. As a result of the Sale Transactions, the Debtors no longer possess an operating business and they are in the process of winding down their estates in order to distribute their remaining assets for the benefit of creditors in accordance with the proposed Plan. Additional information regarding the circumstances leading to the commencement of these Chapter 11 Cases and the Debtors' business and capital structure is set forth in the declaration of Andrew G. Long, the Debtors' former Chief Executive Officer, filed on the Petition Date. The De Minimis Assets include certain assets and equipment the Debtors utilized to operate their pharmaceutical business, such as lab equipment and related materials, general office equipment, which includes printers, copiers, monitors, keyboards, gym equipment, water purification systems, refrigerators, walk-in chambers, reach-in chambers, fume hoods, and other miscellaneous items. These De Minimis Assets are currently located at one or more facilities in Chandler, Arizona and the Debtors’ former manufacturing facility located in Round Rock, Texas. The De Minimis Assets also include certain intellectual property that the Debtors have determined that it is too costly to pay fees and other expenses related to such intellectual property, including, but not limited to patent fees. The Debtors have determined that the De Minimis Assets, which were not sold pursuant to the Sale Transactions, are (i) no longer required for the operation of their business, (ii) surplus, obsolete, non-core, excessive or burdensome as a result of their wind down, and/or (iii) of marginal value or no value to their estates. In addition, with respect to their intellectual property, the Debtors have determined that maintaining such intellectual property will cause the Debtors to continue to incur fees and expenses to the detriment of the Debtors’ estates and its creditors. Further, in connection with the Syndros Sale Transaction, the Debtors sold the lease for the Round Rock facility. In addition, pursuant to a stipulation entered into with the landlord for the Debtors' headquarters in Chandler, Arizona, the underlying lease will be deemed rejected as Dec. 31, 2019 and the Debtors will surrender the property to the Landlord. Further, pursuant to the Chandler Stipulation, any personal property of the Debtors remaining at the location will be deemed abandoned. As a result, the Debtors ask to sell, transfer, or abandon all or a portion of these remaining assets in an efficient manner pursuant to the procedures set forth. The Debtors intend to conduct an auction for certain of the De Minimis Assets. The auction is currently scheduled for mid-January 2020. They believe that an auction in mid-January will maximize the value of the De Minimis Assets by providing the liquidator with sufficient time to market the De Minimis Assets and prepare for the auction despite the upcoming holidays. The Debtors believe that, notwithstanding the timing of the auction, it is imperative to begin marketing the De Minimis Assets as soon as possible so as to receive the best value. In addition, the Debtors are in negotiation with a potential liquidator who has indicated to the Debtors that Court approval of the procedures set forth herein is required prior to their ability to begin marketing the De Minimis Assets. Further, the Debtors are engaged in discussions with certain third parties for sale of certain De Minimis Assets outside of the auction process and anticipate that such sales to close by the end of 2019 to ensure that the Debtors do not incur costs associated with storing such assets at third party facilities. As a result, any potential value of such assets to the Debtors' estates may be eliminated if the Debtors are not able to complete such De Minimis Asset Transactions prior to Dec. 31, 2019 and the Debtors may be forced to abandon such assets. As set forth, the Debtors are required to vacate their Chandler, Arizona headquarters by Dec. 31, 2019. They are currently in discussions with the landlords at the Arizona headquarters and the Round Rock facility, as well as the buyer of the Round Rock lease, regarding holding the auction and maintaining the De Minimis Assets at the locations through the end of January. In the event the Debtors are unable to maintain the De Minimis Assets at these locations, then the Debtors intend to move the De Minimis Assets to a third party facility and hold the auction at that location. If the Debtors are required to move the De Minimis Assets, then the Debtors need to begin preparing for the move as soon as possible to be in the position to vacate the premises prior to Dec. 31, 2019. Additionally, the Debtors may determine that it is too cost prohibitive to move some of the De Minimis Assets, and the Debtors may determine, in the exercise of their business judgement, to abandon such assets to ensure that the they can timely vacate the premises and not incur costs associated with shipping or storing such De Minimis Assets of little to no value. Further, the Debtors may be unable to find purchasers for certain De Minimis Assets, and the Debtors may determine, in the exercise of their reasonable business judgment, that abandoning such property outweighs the cost of continuing to maintain and store such De Minimis Assets with the hopes of a potential sale in the future. The Debtors also ask to abandon certain intellectual property, set forth on Exhibit B, that they have determined is too cost prohibitive to maintain. Accordingly, to alleviate the cost and delay of filing a separate motion for each proposed De Minimis Asset Transaction, the Debtors seek approval of the De Minimis Asset Transaction Procedures. They propose to utilize the De Minimis Asset Transaction Procedures to obtain more expeditious and cost-effective review by certain parties in interest of each De Minimis Asset Transaction. Additionally, to avoid filing a motion to abandon certain De Minimis Assets that the Debtors have determined not to move or unsuccessfully attempted to sell and confer no benefit to their estates, the Debtors seek approval to abandon such assets. The Debtors propose that the following De Minimis Asset Transaction Procedures apply to the De Minimis Asset Transactions: (a) For sales or transfers of De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with a sale price, as measured by the amount of cash and other consideration to be received by the Debtors on account of the assets to be sold, less than or equal to $25,000: (i) the Debtors are authorized to consummate such transactions if the Debtors determine in the reasonable exercise of their business judgment that such sales are in the best interest of the estates, without further order of the Court or notice to any party; (ii) any such transactions will be free and clear of all liens, claims and encumbrances with such liens, claims and encumbrances attaching only to the sale proceeds with the same validity, extent and priority as immediately prior to the transaction; and (iii) each purchaser of a De Minimis Asset will be afforded the protections of section 363(m) of the Bankruptcy Code as a good faith purchaser. (b) For sales or transfers of De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with a Sale Price greater than or equal to $25,000 and less than or equal to $100,000: (i) the Debtors are authorized to consummate such transactions if the Debtors with consent of the Committee determine in the reasonable exercise of their business judgment that such sales are in the best interest of the estates, without further order of the Court or notice to any party; (ii) any such transactions will be free and clear of all liens, claims and encumbrances with such liens, claims and encumbrances attaching only to the sale proceeds with the same validity, extent and priority as immediately prior to the transaction; and (iii) each purchaser of a De Minimis Asset will be afforded the protections of section 363(m) of the Bankruptcy Code as a good faith purchaser. (c) For sales or transfers of De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with a Sale Price greater than $100,000 and less than or equal to $250,000: (i) the Debtors are authorized to consummate such transactions with the consent of the Committee if the Debtors determine in the reasonable exercise of their business judgment that such sales are in the best interest of the estates, without further order of the Court, subject to the procedures set forth; (ii) any such transactions will be free and clear of all liens, claims and encumbrances with such liens, claims and encumbrances attaching only to the sale proceeds with the same validity, extent and priority as immediately prior to the transaction; (iii) each purchaser of a De Minimis Asset will be afforded the protections of section 363(m) of the Bankruptcy Code as a good faith purchaser; (iv) the Debtors shall, at least five (5) calendar days prior to closing such sale or effectuating such transfer, serve a written notice of such sale or transfer by e-mail, facsimile, or overnight delivery service to (a) the U.S. Trustee; (b) counsel to the Committee; and (c) any person or entity with a particularized interest in the De Minimis Asset, including any known creditor asserting a lien, claim, interest or encumbrance on such De Minimis Asset; (v) the content of the De Minimis Asset Sale Notice will consist of (i) identification of the De Minimis Assets being sold or transferred and its location; (ii) identification of the purchaser of the assets and any relationship such party has with the Debtors; (iii) identification of any parties known to the Debtors as holding liens or encumbrances on the assets subject to the De Minimis Assets being sold and a statement indicating whether all such liens or encumbrances are capable of monetary satisfaction; (iv) the purchase price; (v) any other significant terms of the sale or transfer; and (vi) date and time within which objections may be filed and served on the Debtors; (vi) Objections, if any, must be in writing and served on the other Notice Parties and counsel to the Debtors so as to be received by all such parties prior to 4:00 p.m. (ET) on the fifth calendar day after service of the De Minimis Asset Sale Notice and must state with specificity the grounds for the objection; (vii) if no written objections are filed by any of the Notice Parties within five calendar days of service of such De Minimis Asset Sale Notice, the Debtors are authorized to immediately consummate such transaction; and (viii) if a written objection is received from a Notice Party within such five-day period that cannot be resolved, the objection will be deemed a request for a hearing on the objection at the next scheduled omnibus hearing, subject to adjournment by the Debtors, and the relevant De Minimis Asset(s) will only be sold upon withdrawal of such written objection or further order of the Court specifically approving the sale or transfer of the De Minimis Asset(s). (d) The Debtors will consult with and obtain the Committee's consent prior to (i) designating any De Minimis Asset to be sold outside of the auction process and (ii) the sale of such De Minimis Asset outside of the auction process. The Debtors believe that the aggregate value of all De Minimis Assets is approximately $100,000 to $300,000. They intend to sell the De Minimis Assets where possible, however, if the Debtors are unable to move any De Minimis Asset or are unable to find purchasers for any De Minimis Asset, the Debtors ask authority to abandon such assets where, in the exercise of their reasonable business judgment, the Debtors determine that the cost of continuing to maintain, relocate, and store such De Minimis Assets outweighs any potential recovery from a future sale. Further, the Debtors ask authority to abandon certain intellectual property set forth on Exhibit B upon entry of the Proposed Order. The Debtors will file with the Court a report listing those assets that were abandoned following the sales. All buyers will take each De Minimis Asset sold by the Debtors pursuant to the De Minimis Asset Transaction Procedures subject to the terms of the documentation executed in connection with such transaction, which documentation may (but is not required to) include provisions that the buyers are taking the De Minimis Assets "as is and where is," without any representations or warranties from the Debtors as to the quality or fitness of such De Minimis Assets. The Buyers will, however, take title to the De Minimis Assets free and clear of liens. All such liens will attach to the proceeds of the De Minimis Asset Transaction. The Debtors also ask authority to take any action that is reasonable and necessary to close a De Minimis Asset Transaction and obtain the proceeds thereof, including, without limitation, paying reasonable and necessary fees and expenses to agents, brokers, and auctioneers. Commencing on Feb. 1, 2020 and every month thereafter, the Debtors will file a report with the Court listing all assets sold or abandoned pursuant to the procedures set forth, including the names of the purchasing parties, the sale price or the names of the parties to whom the assets were abandoned, if applicable. Their obligations to file such reports will terminate 30 days after confirmation of a plan. Following the sales of its major assets, the Debtors initiated a process to weigh the costs and benefits of hiring a Liquidator to assist with the De Minimis Asset Transactions, and to develop a course to hire an experienced and cost-effective Liquidator. They coordinated with their financial advisor, FTI Consulting, to locate and negotiate terms with potential Liquidators. The Debtors intend that the Auction and Sales Agreement will grant the Liquidator the sole, exclusive and irrevocable right to sell at public auction or otherwise the De Minimis Assets. In connection with these services, the Liquidator will market and advertise the sale to ensure the De Minimis Assets are sold for the best possible price. In consideration of the services to be rendered, the Debtors propose to provide any Liquidator with a buyer's premium related to the De Minimis Asset Transactions that is equal or less than 18%. . In addition, the Debtors propose to reimburse any Liquidator for certain reasonable out-of-pocket expenses incurred in connection with the sale or other disposition of the De Minimis Assets as will be fully described in the Auction and Sales Agreement. The Debtors submit that the terms proposed under any Auction and Sales Agreement will be reasonable and the Debtors' selection process will ensure that the Asset Sale Fee, and any other fees agreed to by the Debtors, are reasonable and market based. Finally, to implement the requested relief immediately, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A hearing on the Motion is set for Dec. 20, 2019 at 11:00 a.m. (ET). The objection deadline is Dec. 19, 2019 at 12:00 p.m. (ET) A copy of the Exhibit B is available at from PacerMonitor.com from free of charge. About Insys Therapeutics Headquartered in Chandler, Ariz., Insys Therapeutics, Inc. -- http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, Insys is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. Insys is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. On June 10, 2019, Insys Therapeutics and six affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (D. Del. Lead Case No. 19-11292). Insys intends to conduct the asset sales in accordance with Section 363 of the U.S. Bankruptcy Code. The Debtors' cases are been assigned to Judge Kevin Gross. The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A. as legal counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc., as financial advisor; and Epiq Corporate Restructuring, LLC as claims agent. Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019, appointed nine creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Insys Therapeutics, Inc. and its affiliates. The Committee's proposed counsel is Akin Gump Strauss Hauer & Feld LLP, and Bayard, P.A. On Dec. 4, 2019, the Court approved the Disclosure Statement and solicitation procedures with respect to the Plan. JEFFERY L. JOHNSON: Carpenter Buying Bonifay Property for $55K -------------------------------------------------------------- Jeffery Lamar Johnson and Melinda Anita Johnson ask the U.S. Bankruptcy Court for the Northern District of Florida to authorize the sale of the real property located at 812 Caryville Road, Bonifay, Florida to April Joy Carpenter for $54,900. The real property is encumbered by a mortgage with One Florida, formerly known as One South Bank, which covers several of the Debtors' real properties. According to the Complaint for Foreclosure filed in Holmes County, Florida in case number 19-277 CA, the balance owed to them is approximately $355,932. All proceeds from the sale of the Property will be paid to One Florida. Pursuant to the contract, the sale of the property will be sold to Carpenter for $54,900. No party in interest is believed to be adversely affected by the sale. Subject to Court approval, the Debtors at the request of the Buyer, desires to close immediately upon entry of an order approving said sale. A copy of the Contract is available at https://tinyurl.com/vdfv6g6 from PacerMonitor.com free of charge. Counsel for Debtors: Charles M. Wynn, Esq. Michael A. Wynn, Esq. 4436 Clinton Street P.O. Box 146 Marianna, FL 32447 Telephone: (850) 526-3520 Facsimile: (850) 526—5210 E-mail: michael@Wynnlaw-fl.com Secondary E-mail: Courtfnynnlaw-fl.com Jeffery Lamar Johnson and Melinda Anita Johnson sought Chapter 11 protection (Bankr. N.D. Fla. Case No. 19-50170) on Dec. 11, 2019. The Debtors tapped Charles M. Wynn, Esq., as counsel. KENNETH RINHOLEN: William Rinholen Buying Peru Property for $220K ----------------------------------------------------------------- Kenneth J. Rinholen, doing business as K R Dairy, asks the U.S. Bankruptcy Court for the Western District of Wisconsin to authorize the sale of real estate sale which consists of approximately 73.2 acres of agricultural land in the Town of Peru, Dunn County, Wisonsin, and further described as Tax Parcel Numbers 1702222612261200001; 17022226122613000002; and 1702222612261400002, to William Rinholen for $219,600. After analysis of his monthly income and expenses, the Debtor and his counsel determined that a sale of real estate is necessary for plan feasibility. The 73.2 acres subject to the proposed sale is encumbered by and subject to the following liens: (i) a first mortgage held by Bremer Bank, N.A. in the approximate amount of $134,679; and (ii) a second mortgage held by US. Bank National Association ND in the approximate amount of $170,033. The Debtor has received an offer from the Buyer to purchase the Property for $219,600. The Debtor accepted the offer and entered into their Amendment to Offer to Purchase. The Purchase Offer is conditioned on the Court entering an order approving the sale. Assuming the sale is approved by the Court, the parties anticipate a closing date no later than Jan. 30, 2020. All proceeds, after application of related closing costs and application of real estate taxes would be applied to Bremer Bank N.A.'s first mortgage which would be sufficient to fully pay their secured claim. Any remaining available proceeds would be applied to U.S. Bank's second mortgage and consistent with their terms and further evidenced by US. Bank's letter describing the terms in which they are agreeable to (Exhibit B): a. The Court enters in the Case a final non-appealed Order authorizing Borrower to sell the Property to Buyer under the Offer to Purchase and such Order authorizes Borrower to pay to USB the Net Sale Proceeds in satisfaction of the USB Mortgage; b. Sale of the Property under the Offer to Purchase closes; c. Closing costs and prorations deducted from the Sale Price do not exceed $1,500; d. USB receives a copy of the closing statement/ALTA Settlement Statement for the Sale signed by Seller and by tr Buyer, delivered to office via email; and e. USB receives from the proceeds of the Sale the greater of $80,000 or the amount of the Net Sale Proceeds, paid to USB in good and collected funds by way of wire transfer as stated. The sale will be free and clear of all liens, claims, and encumbrances. Any liens, claims, and encumbrances will attach to the proceeds of the sale. A copy of the Offer is available at ttps://tinyurl.com/u2qv29z from PacerMonitor.com free of charge. About Kenneth J. Rinholen Kenneth J. Rinholen, doing business as K R Dairy, N815 W. Cty. Road O Mondovi, WI 54755, sought Chapter 11 protection (Bankr. W.D. Wis. Case No. 10-10918) on Feb. 12, 2010. The petition was signed by Mr. Rinholen. According to the schedules, the Company has assets of $1,268,560, and total debts of $1,059,425 as of the bankruptcy filing. The case is assigned to Judge Thomas S. Utschig. The Debtor tapped Mart W. Swenson, Esq., at Laman & Swenson Law Offices as counsel. KINGFISHER MIDSTREAM: Case Summary & 30 Top Unsecured Creditors --------------------------------------------------------------- Four affiliates that simultaneously filed voluntary petitions on Jan. 12, 2020 seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Kingfisher Midstream, LLC 20-30218 15021 Katy Freeway, 4th Floor Houston, Texas 77094 Kingfisher STACK Oil Pipeline, LLC 20-30219 15021 Katy Freeway, 4th Floor Houston, Texas 77094 Oklahoma Produced Water Solutions, LLC 20-30220 15021 Katy Freeway, 4th Floor Houston, Texas 77094 Cimarron Express Pipeline, LLC 20-30221 15021 Katy Freeway, 4th Floor Houston, Texas 77094 On Sept. 11, 2019, each of these affiliated entities filed a voluntary petition for relief under Chapter 11 of title 11 of the United States Code in the U.S. Bankruptcy Court for the Southern District of Texas: * Alta Mesa Resources, Inc. * Alta Mesa Holdings, LP * Alta Mesa Holdings, GP, LLC * OEM GP, LLC * Alta Mesa Finance Services Corp. * Alta Mesa Services, LP * Oklahoma Energy Acquisitions, LP In addition, on Jan. 13, 2020, SRII Opco GP, LLC and SRII Opco, LP, affiliates of the Initial Debtors and the KFM Debtors, each filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. Business Description: Kingfisher is a midstream oil and gas services business located in the Anadarko Basin in Oklahoma. Kingfisher is a member of the Alta Mesa Resources, Inc. family of companies. The KFM Debtors request entry of an order directing joint administration of their recently filed Chapter 11 cases with the jointly administered Chapter 11 cases of the Initial Debtors for procedural purposes only, under the Lead Case of Alta Mesa Resources, Inc. (Bank. S.D. Tex. Case No. 19-35133). Court: United States Bankruptcy Court Southern District of Texas Judge: Hon. Marvin Isgur Debtors' Counsel: Alfredo R. Perez, Esq. WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Tel: (713) 546-5000 Fax: (713) 224-9511 Email: alfredo.perez@weil.com - and - Ray C. Schrock, P.C. Kelly DiBlasi, Esq. Lauren Tauro, Esq. WEIL, GOTSHAL & MANGES LLP 757 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: ray.schrock@weil.com Kelly.DiBlasi@weil.com Lauren.Tauro@weil.com Debtors' Investment Banker: EVERCORE GROUP LLC 55 East 52nd Street New York, NY 10055 Debtors' Co-Investment Banker: PERELLA WEINBERG PARTNRES LP - and - TUDOR PICKERING HOLT & CO. ADVISORS, LP 767 Fifth Avenue, New York, New York 10153 Debtors' Business Advisor: OPPORTUNE LLP 711 Louisiana, Suite 3100 Houston, TX 77002 Debtors' Claims, Noticing & Solicitation Agent: PRIME CLERK LLC One Grand Central Place 60 East 42nd Street Suite 1440 New York, NY 10165 https://cases.primeclerk.com/kingfisher Estimated Assets (on a consolidated basis): $100 million to $500 million Estimated Liabilities (on a consolidated basis): $100 million to $500 million The petitions were signed by John C. Regan, chief financial officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://is.gd/Sndkwb https://is.gd/V5pHEL https://is.gd/hFCm8R https://is.gd/C2ZKkn List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Alta Mesa Services, LP Trade Unknown 15021 Katy Freeway Suite 400 Houston, TX 77094 2. Orr Construction Inc. Trade Unknown Sarah Orr P.O. Box 268984 Oklahoma City, OK 73126 Fax: 918-377-4361 Email: Sarah@orrconstructionok.com 3. Chisholm Oil and Gas Trade Unknown Lauren Daily One Warren Place 6100 Yale Suite 1700 Tulsa, OK 74136 Fax: 918-935-3932 Email: Lauren.Daily@chishomog.com 4. Panhandle Eastern Trade Unknown Pipeline Co, LP Richard Moreno P.O. Box 204037 Dallas, TX Fax: 713-989-1178 Email: media@energytransfer.com 5. Enerflex Energy Systems Inc. Trade Unknown Pamela Moore 10815 Telge Road Houston, TX 77095 Fax: 281-345-7434 Email: PamMoore@enerflex.com 6. Comal Energy Services L.P. Trade Unknown Angela Meredith 1450 W Grand Pkwy S. #G302 Katy, TX 77494 Fax: 830-632-6004 Email: ameredith@comalenergyservices.com 7. Hinkle Oil & Gas Inc. - Oklaenacq Trade Unknown Richard Hinkle 5600 N May Ave. Suite 295 Oklahoma City, OK 73112 Fax: 405-848-0926 Email: RichHinkle@hoagi.com 8. Empire Gas Services Trade Unknown Yesenia Perez 8806 N Navarro, Suite 600 No. 277 Victoria, TX 77904 Fax: 361-579-7927 Email: yeseniap@gasempire.com 9. Tenawa Resource Holdings LLC Trade Unknown Brad Nguyen 1201 Louisiana, #3400 Houston, TX 77002 Fax: 713-659-3901 Email: bnguyen@quintana-id.com 10. Coastal Chemical Co., LLC Trade Unknown P.O. Box 122214 Dallas, TX Fax: 405-969-3439 Email: cranalletta@brenntag.com 11. Halff Associates Inc. Trade Unknown Lynnisa Dunn P.O. Box 378316 Dallas, TX Fax: 214-739-0095 Email: ldunn@halff.com 12. R&R Roustabout Services LLC Trade Unknown Maricella Arteaga P.O. Box 772 Weatherford, OK Fax: 580-883-4656 Email: maricellao@rroilfield.com 13. 31 Trade Unknown Angie International Inspecting Inc. 3633 North Main Cleburne, TX 76033 Email: angie@3iinspecting.com 14. Jacam Sue Sillin Trade Unknown P.O. Box 96 205 S. Broadway Sterling, KS 67579 Fax: 620-278-2013 Email: sue.sillin@jacam.com 15. Chesapeake Operating Inc Trade Unknown Christine Massey P.O. Box 650841 Dallas, TX Email: christine.massey@chk.com 16. L & S Supply Inc. Trade Unknown Karl Ervin 801 Hwy 255 Central City, AR 72941 Fax: 479-452-3542 Email: karl@ls-supply.com 17. Circle B Measurement & Trade Unknown Katie Endres 14034 E. Marshall Street Tulsa, OK 74116 Email: Kendres@cbmfok.com 18. Archrock Services Trade Unknown Mike Edison P.O. Box 201160 Dallas, TX Fax: 281-836-8910 Email: Mike.Edison@Archrock.com 19. JW Power Company Trade Unknown Krystal Freeman P.O. Box 205856 Dallas, TX Fax: 405-324-5552 Email: kfreeman@jwenergy.com 20. Hinkle Oil & Gas Inc. Trade Unknown Richard Hinkle 5600 N May Ave, Suite 295 Oklahoma City, OK 73112 Fax: 405-848-0926 Email: RichHinkle@hoagi.com 21. Rite-Way Construction Inc. Trade Unknown Cheryl Moody P.O. Box 3748 Enid, OK Fax: 580-701-2430 Email: cheryl@rite-way.biz 22. SEC Energy Products & Services Trade Unknown Howard Camp P.O. Box 203982 Dallas, TX 75320 Fax: 281-890-0211 Email: hbcamp@sec-ep.com 23. JET Speciality Inc. Trade Unknown Leann Lynn P.O. Box 678286 Dallas, TX Fax: 830-331-9480 Email: leann.lynn@jetspecialty.com 24. Go Resources LLC Trade Unknown Wayne Garner P.O. Box 155 Hennesey, OK 73742 Email: wayne.garner1030@gmail.com 25. Oneok Gas Transportation LLC Trade Unknown Karen Gardner OEG A/R Group 12-1 P.O. Box 871 Tulsa, OK Email: karen.gardner@oneok.com 26. Prime Controls, LP Trade Unknown Chad Devillier 1725 Lakepoint Drive Lewisville, TX 75057 Fax: 972-420-4842 Email: c.devillier@prime-controls.com 27. Enercon Services Inc. Trade Unknown Adrienne Johnson P.O. Box 269031 Oklahoma City, OK Fax: 770-919-1932 Email: Ajjohnson@enercon.com 28. Graystone Emissions, LLC Trade Unknown Kenneth Calvert P.O. Box 475 Coalgate, OK 74538 Email: Kenneth.calvert@graystoneair.com 29. ZDSCADA, LP Trade Unknown Valrie Riley 1918 Sybil Lane Tyler, TX 75703 Email: invoices@zdscada.com 30. 3B Line Locating LLC Trade Unknown Penny Bishop 4042 Cabiness Rd McAlester, OK 74501 Email: 3blinelocatingllc@gmail.com KLINE CONSTRUCTION: Sets Bidding Procedures for All Assets ---------------------------------------------------------- Kline Construction Co., Inc., filed with the U.S. Bankruptcy Court for the District of New Jersey a memorandum of law in support of its proposed bidding procedures in connection with the auction sale of substantially all assets. The Debtor subsequently determined that it is in its best interest to sell as a going concern substantially all of the Assets constituting its business. It retained Equity Partners HG, LLC to conduct a Sale of its Assets via a two-phase process. During Phase I of the Sale, which will take place for up to 60 days (i.e., up until Feb. 2, 2020), or later at the election of the Debtor in consultation with its advisors and other stakeholders in the case, Equity Partners will prepare materials to, and will advertise and market the Assets for sale as a going business concern to seek a sale of all or a substantial portion or portions of the Assets via public auction. If the Phase I going concern sale is not successful, Phase II will commence and Heritage Global Partners, Inc. will auction off the Debtor's Assets in a piecemeal fashion, with such sale taking place within 60 days following the conclusion of Phase I. The Debtor intends to solicit bids for all of the Assets in accordance with the Sale Procedures. The Sale Procedures describe, among other things, the manner in which bids become "qualified," the coordination of diligence efforts among the bidders and the Debtor, the receipt and negotiation of bids received, the conduct of an auction, the selection and approval of the Prevailing Bidder, and the selection of the Back-Up Bidder. The Sale Procedures reflect the Debtor's objective of conducting the Sale in a controlled but fair and open manner, while ensuring that the highest and best bid is obtained for the Assets. The salient terms of the Bidding Procedures are: a. Bid Deadline: Jan. 20, 2020 at 5:00 p.m. (ET) b. Initial Bid: In the event that there is a Stalking Horse, a Qualified Bidder wishing to bid on the Assets must submit a bid with an aggregate purchase price equal to at least the Stalking Horse Bid, plus the Break-Up Fee, plus $50,000, which Initial Overbid Amount must be payable in cash in conformity with the Purchase Agreement. c. Deposit: At least 5% of bid or $150,000 d. Auction: In the event that the Debtor timely receives one or more Qualified Bids, the Debtor will conduct an Auction. The Auction will be held at 10:00 a.m. within three business days after the Final Bid Deadline, but in no event later than Feb. 25, 2020 at 10:00 a.m. (ET), at the offices of Fox Rothschild LLP, 1301 Atlantic Avenue, Midtown Building, Suite 400, Atlantic City, New Jersey 08401. If no Qualified Bid is received from a Qualified Bidder by the Bid Deadline, there will be no Auction and the Debtor will immediately commence Phase II and proceed with the Liquidation Sale through Heritage Global Partners, Inc. e. Bid Increments: $50,000 f. Sale Hearing: Feb. 27, 2020 at 10:00 a.m. (ET) g. Sale Objection Deadline: Feb. 26, 2020 at 5:00 p.m. (ET) Based on the experience of its restructuring professionals, the Debtor believes it would further the goal of maximizing the value of the Assets to solicit and designate one party to serve as the stalking horse. The Stalking Horse Bid will be deemed to be a Qualified Bid. Should the Debtor designate a Stalking Horse and enter into a Stalking Horse Agreement, said agreement may contain certain bid protections for the Stalking Horse. In particular, the Stalking Horse Agreement may contain provisions for the payment to the Stalking Horse of a fee, if the Stalking Horse is not the Prevailing Bidder, and the payment is approved by the Court, to compensate for the expenses incurred by the Stalking Horse in negotiating the Stalking Horse Agreement and agreeing to participate in the Auction. The Debtor will separately ask approval from the Court of any such bid protections contained in any Stalking Horse Agreement. The Debtor will have the right to conduct the Auction without any Stalking Horse. The Debtor also asks approval of the proposed Liquidation Sale. Should the Debtor fail to receive any Qualified Bids, Phase II, which consists of the proposed Liquidation Sale, will commence and Heritage Global will market and sell the Debtor's Assets in a piecemeal fashion. The Debtor also asks approval of the Sale Notice. It will cause to be served, within three business days after the entry of the Sale Procedures Order. The Debtor respectfully submits that it is appropriate to sell the Assets free and clear of liens, claims, liabilities and interests, with any such liens, claims, liabilities or interests attaching to the net Sale proceeds of the Assets. It will separately ask approval of procedures for the assumption, assignment, and cure of the Debtor's executory contracts and unexpired to either the Prevailing Bidder or any purchaser through the Liquidation Sale. To maximize the value received for the Assets, the Debtor asks to have the Closing for the Sale as soon as possible after the Sale Hearing. Accordingly, the Debtor submits that ample cause exists to justify a waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h) and asks that the Court waives the same. A copy of the Sales Procedures is available at https://tinyurl.com/wb4pysh from PacerMonitor.com free of charge. About Kline Construction Founded in 1945, Kline Construction Co. -- http://www.klineconstruction.net-- is a utility support contractor in New Jersey with six locations throughout the United States. Kline Construction filed a chapter 11 petition (Bankr. D.N.J. Case No. 19-25757) on August 14, 2019. In the petition signed by CRO Ronald Samarro, the Debtor was estimated to have $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The Hon. Jerrold N. Poslusny Jr. oversees the case. The Debtor tapped Fox Rothschild LLP as counsel. KRW INVESTMENTS: Trustee Proposes Auction of All Assets ------------------------------------------------------- Kelly M. Hagan, the Chapter 11 Trustee of KRW Investment, Inc., asks the U.S. Bankruptcy Court for the Western District of Michigan to authorize the sale of all or a portion of miscellaneous personal property of the Debtor in conjunction with the sale of five vehicles held by a related entity NAK Holdings, LLC which consist of rare, antique and valuable vehicles collection along with miscellaneous personal property at an auction to be conducted by RM Auctions, Inc., doing business as RM Sotheby's. In conjunction with the Motion, the Trustee is filing an application to employ RM Sotheby's, a renowned and respected auction house, to market and sell the Collection and render certain advisory services pursuant to the terms of the Single Vendor Auction Agreement in a form substantially in accordance to Exhibit A, including any amendments or other modifications approved by the Court, if any. RM Sotheby's will market, promote and conduct a public auction of a portion of the Collection as well as facilitate potential private sales of various items of the collection to maximize the Collection's value for the benefit of the estate and its constituencies. Prior to the Petition Date, the Debtor is alleged to have perpetuated a fraud on the creditors through a check kiting scheme. Although the Chapter 11 Trustee understands that the Debtor is currently the subject of a federal investigation, as of the date, the Debtor has not been indicted or convicted of any crime related to the alleged Scheme. It is necessary that the Chapter 11 Trustee monetize the estate's assets as promptly and as efficiently as possible in order to maximize their value for the benefit of the bankruptcy estate and all constituencies and reduce the expense associated with the administration of these remaining assets. The Collection may include car parts, car memorabilia, and office furnishings and a 1997 S&S 535 LG Trailer. The Trustee believes that the sale of the Collection along with the assets being sold by Auctioneer at the same time will maximize the value of the Collection. As part of the liquidation of assets of the estate, and in an effort to maximize the value of such assets for the benefit of the estate and all constituencies, the Trustee has solicited offers for the purchase of some or all of the Collection from individuals, investors and institutions. While a number of individuals, groups and institutions have expressed interest in certain parts of the Collection, the Trustee has not received an offer, or offers, that he deems to be adequate. He requires RM Sotheby's advice and expertise as to maximizing value of the Collection, and believes that hiring RM Sothebys as sales agent and auctioneer will maximize value. The Chapter 11 Trustee asks authorization and approval to sell items within the Collection and that such sales be free and clear of any and all liens, claims, interests and encumbrances. Pursuant to the Agreement, RM Sotheby's will offer the pieces of the Collection for sale in one or more public auctions currently expected to be held on May 1 to 2, 2020. RM Sotheby's may, at its discretion, group Auction Items into an auction unit for sale at the auction in an effort to maximize value for such Auction Items. The Auction Items will be sold by RM Sotheby's pursuant to that certain Single Vendor Auction Agreement in a form and substance substantially similar to Exhibit A. It is presently anticipated that the Auction Items will not be subject to a reserve. RM Sotheby's will not charge the Chapter 11 Trustee any fees or selling commissions for items it sells at auction. Instead, it will charge the prevailing bidder of an Auction Lot a premium based on the hammer price for each Auction Lot sold and retain such amount for its account. The Trustee will have no liability to RM Sotheby's for any Buyer's Premium, which is the sole source of compensation to RM Sotheby's under the Single Vendor Auction Agreement with the Chapter 11 Trustee. In addition, RM Sotheby's will use commercially reasonable efforts to secure irrevocable bids for the Collection. In the event that any item or lot is offered at auction but not sold, RM Sotheby's may attempt to sell such item or lot privately for a period of 60 days at prices mutually agreed by the Chapter 11 Trustee and RM Sotheby's. The Chapter 11 Trustee's obligations under the Agreement will be the same as if such items had been sold at auction, and no commission will be due RM Sotheby's. Thus, items in a Post-Auction Private Sale conducted by RM Sotheby's will consist of items offered for sale in one or more auctions conducted by RM Sotheby's and are subject to this Motion and the relief requested. The Trustee asks authority to transfer the entire right, title and interest in the Auction Items to the Buyer of each respective Auction Lot in accordance with the Agreement free and clear of all liens, claims, encumbrances and interests. The Trustee does not believe that there are currently any liens or other security interests attached to the Collection, other than asserted blanket security interests granted within the 90-days prior to the Petition Date to KeyBank, National Association. The Debtor scheduled such Asserted Secured Claims as disputed, and commenced Adversary Proceeding No. 19-80119 (in which the Chapter 11 has substituted for Debtor) seeking to avoid those liens. Such liens, even if valid and enforceable, would not preclude approval of the proposed sale. The Trustee asks Court approval of the Agreement, the terms of which were negotiated by the Trustee and RM Sotheby's at arms'-length and in good faith and reflect the parties' agreement with respect to the substantial efforts that will be required to maximize the value of the Collection. As part of the services provided by RM Sotheby's under the Agreement, and upon approval by this Court of such Agreement and RM Sotheby's employment, RM Sotheby's will take possession of the Auction Items and provide a sales facility, clerks, support staff, event advertising (including catalogue production and mailing), security and promotion. All costs associated with such services and the Auction will be borne by RM Sotheby's. RM Sotheby's also will insure the Auction Items while they are in its possession, custody and control. The Trustee expects that all of RM Sotheby’s services will be rendered in a highly professional and effective manner. Under the Single Vendor Auction Agreement negotiated by the Trustee, RM Sotheby's has agreed to waive any claim to a Seller's Commission, as well as its standard entry fee and marketing fees. Consequently, the only fees that RM Sotheby's will receive for the Auction will be Buyers' Premium set forth in Section 8.2 of the Single Vendor Auction Agreement, which provides in pertinent part: 8.2. The Consignor acknowledges that in addition to the Hammer Price(s) (the last accepted bid(s) is/are the Hammer Price(s) ("Hammer Price(s)")), the winning Bidder(s) is/are required to pay RMS a percentage of the Hammer Price(s) as outlined below, which RMS retains as the Buyers’ Premium for the purchase of each Motor Car(s) or Any Other Lot(s): 8.2.1. In the event of a final Hammer Price(s) of US$250,000 and below on all motor car lots, RMS will receive a Buyers' Premium of 12%. 8.2.2 In the event of a final Hammer Price(s) above US$250,000 on all motor car lots, RMS will receive a Buyers' Premium of 12% on the first US$250,000 and will receive a Buyers' Premium of 10% on the Hammer Price(s) above US$250,000. 8.2.3. Buyers of all non-motor car lots, including but not limited to memorabilia, motorcycles, boats, trailers, jewelry, and clothing, are required to pay RMS a Buyers' Premium of 20% on the Hammer Price(s) of those particular lots. After due inquiry, the Trustee believes that RM Sotheby's fee structure as set forth in the Single Vendor Auction Agreement is fair, reasonable and appropriate, and therefore requests the Court's approval thereof. As part of the services it provided in the Single Vendor Auction Agreement, RM Sotheby's has agreed to prepare the auction report required by Bankruptcy Rule 6004(f). Given the nature of the assets in the Collection and other factors, both the Trustee and RM Sotheby's are both very concerned that public disclosure of the successful bidders at the Auction or a Post-Auction Private sale will chill bidding on the cars, lots and other assets in the Collection and is therefore impracticable. Accordingly, the Trustee requests that the Court authorizes RM Sotheby's to file that report identifying the winning bidders only by paddle number and not by name. RM Sotheby's will inform the Chapter 11 Trustee and his counsel, KeyBank and its counsel, the United States Trustee, and the Committee’s counsel of the identities of the prevailing bidders. A copy of the Agreement is available at https://tinyurl.com/s7rk9bg from PacerMonitor.com free of charge. KRW Investment, Inc., sought Chapter 11 protection (Bankr. W.D. Mich. Case No: 19-04264) on Oct. 8, 2019. Kelly M. Hagan was appointed as the Chapter 11 Trustee on Oct. 29, 2019. Counsel for the Trustee: Kevin M. Smith, Esq. BEADLE SMITH, PLC 445 S. Livernois, Suite 305 Rochester Hills, MI 48307 Telephone: (248) 650-6094 Facsimile: (248) 650-6095 E-mail: ksmith@bbssplc.com LYDIAN INTERNTAIONAL: Obtains Initial Stay Under CCAA ----------------------------------------------------- Lydian International Limited, Lydian Canada Ventures Corporation, and Lydian U.K. Corporation Limited commenced court-supervised restructuring proceedings under the Companies' Creditors Arrangement, as amended. The Ontario Superior Court of Justice (Commercial List) granted an order ("Initial Order"), which among other things, provides for a stay of proceedings until Jan. 2, 2020. The Stay Period may be extended by the Court from time to time. Also pursuant to the Initial Order, Alvarez & Marsal Canada Inc. was appointed as monitor of the business and financial affairs of the Companies. Alvarez & Marsal can be reached at: Alvarez & Marsal Canada Inc. Licensed Insolvency Trustee Royal Bank Plaza, South Tower 200 Bay Street, Suite 2900 P.O. Box 22 Toronto, ON M5J 2J1 Tel: +1 416 847 5200 Fax: +1 416 847 5201 For further information, access the monitor's website at http://alvarezandmarsal.com/lydianor contact the representative of the monitor, Melanie Mackenzie at Tel: 416-847-5158 About Lydian International Limited Lydian (TSX: LYD) -- http://www.lydianinternational.co.uk-- is a gold developer focused on construction at its 100%-owned Amulsar Gold Project, located in south-central Armenia. However, illegal blockades have prevented access to Amulsar since late June 2018. Amulsar is expected to be a large-scale, low-cost operation with production targeted to average approximately 225,000 ounces annually over an initial 10-year mine life. Estimated mineral resources contain 3.5 million measured and indicated gold ounces and 1.3 million inferred gold ounces as outlined in the Q1 2017 Technical Report. Existing mineral resources beyond current reserves and open extensions provide opportunities to improve average annual production and extend the mine life. Lydian is committed to good international industry practices in all aspects of its operations including production, sustainability, and corporate social responsibility. M3LIVE BAR: Grand Buying Leased Property in Anaheim for $1M Cash ---------------------------------------------------------------- M3Live Bar & Grill, Inc., asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of substantially all property consisting of its leasehold interest in property located at 2232 South Harbor Boulevard, Anaheim, California, which is a building of approximately 43,500 square feet on approximately 5 acres and the personal property thereon, to The Grand Theatre Inc. for $1 million cash (and other consideration), subject to overbid. A hearing on the Motion is set for Jan. 22, 2020 at 10:00 a.m. The objection deadline is Jan. 8, 2020. The Debtor operates the Event Center on the Leased Property, which it asks to sell, as well as assigning the Lease Agreement. The Lease Agreement runs through Oct. 31, 2019 with options to extend. The Debtor has tenants occupying space in the Event Center. The Debtor filed the case due to the amount of debt and numerous litigation matters, which have distracted it and Musa Madain from operating its profitable business. The office of the United States Trustee ("UST") has filed a motion to dismiss or convert the case to Chapter 7 and a sale, subject to parties' right to overbid is the Debtor's most viable option to generate funds for the estate. The Debtor's principal, Madain, has negotiated a sale agreement with Buyer (which he is also an owner), that upon the close of escrow will provide $1 million cash and waiver/assumption of claims on the amount of $1,017,427. The key terms of the Sale Agreement and the Bid Procedures are: 1. The Debtor's assets are being sold "as-is, where-is." 2. The Buyer will perform all required services for contracts for events entered by the Debtor. 3. The Purchase Price is $1 million, which will be conditioned only on a final Order approving the sale and consent by Landlord to assignment of the Lease. The Buyer is also providing additional consideration in the form of assumption/waiver of claims and the Debtor will ask the Court for a ruling on value of such additional consideration if there is an Over Bidder. 4. No commission, fees or other costs of sale will be incurred. 5. The following secured claims will be paid from the Sale: a. County of Orange for unpaid property taxes in the approximate amount of $270,000; b. Mike and Natasha Wosoughkia in the amount of $94,1973; and c. California State Labor Commissioner ("CSLC") in the approximate amount of $54,471. 6. No authorization to pay commissions is requested or to be paid. 7. The Debtor is not aware of any adverse tax consequences to the estate, nor any special tax consequences. The Debtor asks approval of an Initial Overbid amount of $100,000 and Subsequent Overbids in $10,000 increments. All Overbidders must be deemed Qualified Bidders. Any Overbidder must agree to all the terms, if not better terms, as specified in the Sale Agreement. To qualify for overbid, a bid must be accompanied in the form of a wire transfer of funds or a cashier's check payable to Goe Forsythe & Hodges LLP's Trust Account in the amount of $200,000. The Debtor asks that the Sale be made free and clear of all Encumbrances on the Leased Property. It asks authorization to assign the Lease Agreement to the Buyer. The Buyer will also assume or obtain a waiver of the following claims: 1) Cyrus Alamedien in the amount of $205,951; 2) Musa Madain in the amount of $631,591; 3) Bella Marri’s Italian Restaurant, Inc. in the amount of $19,882; 4) El Crillon, LLC in the amount of $33,854; 5) Elizabeth Camarillo in the amount of $87,099; and 6) Hatem Hajali in the amount of $39,051. The Debtor will request guidance from the Court if there is a Qualified Overbidder as to how to value the claim waivers/assumption of $1,017,427. The Debtor's business operations need to move immediately forward with the Buyer or substantial value may be lost. For this reason and those set forth, it asks the Court to waive the 14-day stay imposed by Bankruptcy Rule 6004(h) and 6006(d), to the extent applicable. A copy of the Agreement is available at https://tinyurl.com/wx49z2l from PacerMonitor.com free of charge. The Purchaser: THE GRAND THEATER, INC. c/o Musa Madain 1233 S. Brookhurst St. Anaheim, CA 92804-5418 About M3Live Bar & Grill M3Live Bar & Grill, Inc. operates a performance & event center in Anaheim, California. Its grand ballroom has a capacity of 100 to 700 guests. Visit http://www.m3live.netfor more information. M3Live Bar & Grill filed a voluntary petition under Chapter 11 of Title 11 of the United States Code (Bankr. C.D. Cal. Case No. 19-10814) on March 7, 2019. In the petition signed by Musa Madain, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Theodor Albert. Robert P. Goe, Esq., at GOE & FORSYTHE, LLP, serves as the Debtor's counsel. MAGNOLIA LANE CONDO: Taps Ana Costales-Abiseid as Accountant ------------------------------------------------------------ Magnolia Lane Condominium Association, Inc. seeks permission from the U.S. Bankruptcy Court for the Southern District of Florida to employ Ana M. Costales-Abiseid, CPA and Preferred Accounting Services as accountant to the Debtor. The Debtor is a non-profit condominium association which collects assessments from unit owners and pays for and manages the condominium association common areas. The Debtor needs Ana M. Costales-Abiseid, CPA to: a) Process and prepare payments of all accounts payable/vendors. All vendor/accounts payable checks will be sent to the Debtor's Board for signature on a weekly basis. b) Collect all dues and late fees from owners of Magnolia Lane Condominium Association. Deposit of checks in bank account on a weekly basis as needed. c) Monitor delinquent owner accounts. Past due statements will be sent to all owners with balances on a monthly basis with a follow up of a second notice and referral to the board for those who are past due. d) Monitor all owners on collection with the Association's lawyer. e) Monitor all cash accounts to assure maximum return and efficiency in these accounts. Monthly reconciliation of all bank accounts. f) Prepare monthly financial statements. The Board will receive on a monthly basis a full complete financial statement package that will include Balance Sheet, Profit and Loss, General Ledger showing activity in all accounts, Bank Statements and Bank Reconciliations showing all checks issued and moneys deposited in the account. g) Assist in preparing the yearly budget for the Association. h) Prepare and mail coupons for maintenance dues. i) Provide remote access for manager to vendor and owner ledgers if desired. j) Prepare the Debtor's Monthly Operating Reports for the Bankruptcy Court. Ana M. Costales-Abiseid, CPA has agreed to provide the services for a monthly fee of $1,000.00. The fee to prepare any past due tax returns will be $300.00 per year. To the best of the Debtor's knowledge and belief, neither Ana M. Costales-Abiseid, CPA, nor Preferred Accounting Services, Inc. does not hold or represent any interest adverse to the Estate, members of the firm are disinterested persons within the meaning of sections 327(a) and 101(14) of the Bankruptcy Code, and its employment would be in the best interest of this Estate. The firm may be reached at: Ana M.Costales-Abiseid, CPA PREFERRED ACCOUNTING SERVICES, INC. 7440 S.W. 50th Terrace, Unit 106 Miami, FL 33155 Tel: (305) 661-2919 Fax; (305) 661-1912 Email: ana@prefacct.com About Magnolia Lane Condominium Association Magnolia Lane Condominium Association, Inc., is a community organization based in Miami, Florida. It sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 19-24437) on Oct. 28, 2019, in Miami. In the petition signed by Mercedes Rodriguez, vice president, the Debtor was estimated to have between $100,000 and $500,000 in assets, and between $1 million and $10 million in liabilities. Judge Laurel M. Isicoff oversees the case. John Paul Arcia, PA is the Debtor's counsel. The Debtor was the subject of a receivership proceeding before the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida. In a March 2014 ruling, the Circuit Court appointed Derek Varona as receiver. He may be reached at: Sea Grove Realty, LLC c/o Derek Varona Former Receiver for Magnolia Lane Condominium Association, Inc. 2890 McFarlane Road Miami, FL 33133 MAGNOLIA LANE CONDO: Taps Pazos and Kanner Firms on Insurance Suit ------------------------------------------------------------------ Magnolia Lane Condominium Association seeks permission from the U.S. Bankruptcy Court for the Southern District of Florida to employ Jeff Groover, Esq. of the law firm of Kanner & Pintaluga; and the Pazos Law Group to represent the Debtor in a state court proceeding wherein the Debtor is the plaintiff in a claim against an insurance company for denied coverage. The Debtor suffered substantial damages during Hurricane Irma. The Debtor filed a claim with its insurance carrier, Rockhill Insurance Company. The insurance company admitted liability when they paid the Association approximately $70,000.00. The Association's claim exceeds $700,000.00. Prior to the filing of the bankruptcy, the Debtor entered into a retainer agreement with the Law Firm of Pazos Law Group to file a lawsuit against the insurance company. Pazos disclosed to the Debtor that the Law Firm of Kanner & Pintaluga would work as co-counsel with Pazos and that Jeff Groover would be the lead attorney in the case. Mr. Groover will prosecute the case filed in state court against Rockhill and assist in the selection and hiring of any expert engineers if necessary. The Debtor's retainer agreement with Pazos provides that no payment is required from the Debtor in the event there is no recovery from the insurance company. In the event of a recovery, Pazos will be entitled to a reasonable fee an hourly rate of $400.00. Prior to the filing of a lawsuit (if applicable), Pazos shall receive 20% of the gross recovery of all new monies recovered if a payment is issued to the Debtor. The firm will be reimbursed for any necessary expenses that are incurred pre-suit (if applicable). Terms of Mr. Groover and the Kanner Firm's engagement has not been disclosed, except that Kanner has agreed to work on a contingency basis. To the best of the Debtor's knowledge, neither the attorney nor his law firm has any connection with the creditors or other parties in interest or their respective attorneys. Neither the attorney nor the law firm represents any interest adverse to the Debtor. The Pazos Firm may be reached at: PAZOS LAW GROUP 2455 E. Sunrise Boulevard, Suite 507 Fort Lauderdale, FL 33304 Tel: (954) 449-8719 Fax: (954) 526-5949 About Magnolia Lane Condominium Association Magnolia Lane Condominium Association, Inc., is a community organization based in Miami, Florida. It sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 19-24437) on Oct. 28, 2019, in Miami. In the petition signed by Mercedes Rodriguez, vice president, the Debtor was estimated to have between $100,000 and $500,000 in assets, and between $1 million and $10 million in liabilities. Judge Laurel M. Isicoff oversees the case. John Paul Arcia, PA is the Debtor's counsel. The Debtor was the subject of a receivership proceeding before the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida. In a March 2014 ruling, the Circuit Court appointed Derek Varona as receiver. He may be reached at: Sea Grove Realty, LLC c/o Derek Varona Former Receiver for Magnolia Lane Condominium Association, Inc. 2890 McFarlane Road Miami, FL 33133 MARY DELEE: GNC Gateway Buying Henderson House for $900K -------------------------------------------------------- Mary C. Delee asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of the real property located at 67 Quail Run Road, Henderson, Nevada to GNC Gateway Trust for $900,000, subject to higher and better offers. Listed on the Debtor's Schedules and Statements is the Property. The Debtor wishes to sell the Property to the Buyer in accordance with the terms of their Residential Purchase Agreement. The purchase price of the property will be $900,000. The sale will result in payment of all commissions, fees, escrow and title charges as shown on the Seller's Closing Statement and as follows: 1. Title Charges & Escrow/Settlement Charges - $3,292 2. Commission - $27,000 3. Government recording and Transfer Charges - $4,590 4. Miscellaneous (includes attorney fees/costs IRS payoff and administrative claims) - $864,924 The Debtor asks that the Court issues an order that the sale pay a total of $808,000 for all of the liens listed below due and owing the IRS, resulting in free and clear title to be delivered to he Buyer, with liens released as to the property only: 1. An IRS Lien for the amount stated and for any other amounts due in favor ofthe United States of America filed in the Office of the District Director of Internal Revenue, notice of which was filed in the Office of the County recorder of Clark County - $94,897, plus interest and cost, if any; 2. An IRS Lien for the amount stated and for any other amounts due in favor of the United States of America filed in the Office of the District Director of Internal Revenue, a notice of which was filed in the Office of the County recorder of Clark County - $43,130, plus interest and cost, if any; 3. An IRS Lien for the amount stated and for any other amounts due in favor of the United States of America filed in the Office of the District Director of Internal Revenue, a notice of which was filed in the Office of the County recorder of Clark County - $48,716, plus interest and cost, if any; 4. An IRS Lien for the amount stated and for any other amounts due in favor in favor of the United States of America filed in the Office of the District Director of Internal Revenue, a notice of which was filed in the Office of the County recorder of Clark County - $92,874, plus interest and cost, if any; 5. An IRS Lien for the amount stated and for any other amounts due in favor in favor of the United States of America filed in the Office of the District Director of Internal Revenue, a notice of which was filed in the Office of the County recorder of Clark County - $207,529, plus interest and cost, if any; 6. An IRS Lien for the amount stated and for any other amounts due in favor in favor of the United States of America filed in the Office of the District Director of Internal Revenue, a notice of which was filed in the Office of the County recorder of Clark County - $120,671 plus interest and cost, if any; 7. An IRS Lien for the amount stated and for any other amounts due in favor of the United States of America filed in the Office of the District Director of Internal Revenue, a notice of which was filed in the Office of the County recorder of Clark County - $86,307, plus interest and cost, if any; 8. An IRS Lien for the amount stated and for any other amounts due in favor of the United States of America filed in the Office of the District Director of Internal Revenue, a notice of which was filed in the Office of the County recorder of Clark County - $188,891, plus interest and cost, if any; and 9. An IRS Lien for the amount stated and for any other amounts due in favor of the United States of America filed in the Office of the District Director of Internal Revenue, a notice of which was filed in the Office of the County recorder of Clark County - $114,693, plus interest and cost, if any. Payment of these IRS liens, in the amount of $808,000, will be paid directly to the IRS by Escrow from funds from the sale of the house. The balance of the IRS claim, treated either as secured or priority, will be paid from future monthly payments provided by a separate stipulation. The Debtor asks that the Court entertains overbids which may increase the amount payable to the Creditor. The Debtor will pay $10,000, no later than Dec. 20, 2019, for the November and December 2019 monthly payments referenced. The Debtor will continue to timely file necessary operating reports and pay quarterly fees due to the United States Trustee until Debtor's case is administratively closed, dismissed, converted to another chapter in bankruptcy, or a final decree closing the case is entered. A copy of the Agreement is available at https://tinyurl.com/u6ddy2l from PacerMonitor.com free of charge. Counsel for the Debtor: Thomas E. Crowe, Esq. THOMAS E. CROWE PROFESSIONAL LAW CORP. 2830 S. Jones Blvd., Suite 3 Las Vegas, NV 89146 Telephone: (702) 794-0373 E-mail: tcrowe@thomascrowe1aw.com Mary C. Delee sought Chapter 11 protection (Bankr. D. Nev. Case No. 12-19224) on Aug. 8, 2012. The case was confirmed on April 9, 2015. MCDERMOTT INT'L: Fairpointe No Longer Owns Shares as of Dec. 31 --------------------------------------------------------------- Fairpointe Capital LLC disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2019, it beneficially owns zero shares of McDermott International Inc. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/6h2iAX About McDermott Headquartered in Houston, Texas, McDermott -- http://www.mcdermott.com/-- is a provider of engineering, procurement, construction and installation and technology solutions to the energy industry. Its common stock is listed on the New York Stock Exchange under the trading symbol MDR. McDermott reported a net loss attributable to common stockholders of $2.69 billion for the year ended Dec. 31, 2019, following net income attributable to common stockholders of $179 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, McDermott had $8.75 billion in total assets, $9.86 billion in total liabilities, $271 million in redeemable preferred stock, and a total stockholders' deficit of $1.38 billion. On Dec. 13, 2019, McDermott was formally notified by the New York Stock Exchange that the average closing price of the Company's shares of common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price for continued listing on the NYSE. * * * As reported by the TCR on Dec. 5, 2019, S&P Global Ratings lowered its issuer credit rating on McDermott International Inc. to 'SD' (selective default) from 'CC'. The downgrade follows McDermott's missed Nov. 1, 2019, interest payment on its senior unsecured notes due in 2024. MCL NURSING: Tony Fullbright Named Patient Care Ombudsman --------------------------------------------------------- Nancy J. Gargula, United States Trustee for Region 21, pursuant to the order entered by this Court on Aug. 2, 2019, has appointed a patient care ombudsman the case of MCL Nursing LLC pursuant to Chapter 11 U.S.C. Sec. 333(a)(1): Tony Fullbright Deputy State Long-Term Care Ombudsman Oklahoma Department of Human Services, Aging Services Office of the State Long-Term Care Ombudsman 50 NE 23rd Street Oklahoma City, OK 73105-3002 Tel: (405) 521-6734 Fullbright will serve as the patient care ombudsman in connection with the Debtor's nursing home facility. A full-text copy of the Notice is available at https://tinyurl.com/uxrvbay from PacerMonitor.com at no charge. About MCL Nursing LLC MCL Nursing, LLC, owns and operates a skilled nursing facility in McLoud, Oklahoma. MCL Nursing filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-67513) on Nov. 1, 2019. In the petition signed by Christopher F. Brogdon, manager, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Barbara Ellis-Monro. Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C., represents the Debtor. MEADE INSTRUMENTS: Has Permission to Use Sheppard Cash Collateral ----------------------------------------------------------------- Judge Catherine Bauer of the U.S. Bankruptcy Court for the Central District of California authorized Meade Instruments Corp. to use the cash collateral of Sheppard Mullin on an interim basis, in accordance with the terms set forth in the Motion pursuant to the budget. Sheppard Mullin is granted a replacement lien on post-petition assets to the same extent as its pre-petition lien. About Meade Instruments Corp. Meade Instruments Corp. designs and manufactures optical products, including telescopes, cameras, binoculars, and sports optics products. Meade Instruments Corp. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-14714) on Dec. 4, 2019. In the petition signed by Victor Aniceto, president, the Debtor estimated $10 million to $50 million in both assets and liabilities. Marc C. Forsythe, Esq., at Goe Forsythe & Hodges LLP is the Debtor's legal counsel. The Office of the U.S. Trustee on Dec. 31, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Meade Instruments Corp. MEDICAL DIAGNOSTIC: Affiliates Tap Michael W. Carmel as Counsel --------------------------------------------------------------- MDIG of Washington, PLLC and MDIG of Pennsylvania, LLC, seek approval from the U.S. Bankruptcy Court for the District of Arizona to hire Michael W. Carmel, Ltd. as their legal counsel. The firm will advise the Debtors of their powers and duties under the Bankruptcy Code and will provide other legal services in connection with their Chapter 11 cases. Michael Carmel, Esq., the firm's attorney who will be handling the cases, charge an hourly fee of $600. Paralegals charge $135 per hour. The firm neither holds nor represents any interest adverse to the Debtors and their bankruptcy estates, according to court filings. The firm can be reached through: Michael W. Carmel, Esq. Michael W. Carmel, Ltd. 80 East Columbus Avenue Phoenix, AZ 85012-2334 Telephone: (602) 264-4965 Arizona State Bar No. 007356 Facsimile: (602) 277-0144 E-mail: Michael@mcarmellaw.com About Medical Diagnostic The Medical Diagnostic Imaging Group, Ltd., a provider of diagnostic radiology services, and its affiliate MDIG of Arizona, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 19-15722 and 19-15726) on Dec. 16, 2019. On Dec. 23, 2019, MDIG of Pennsylvania, LLC and MDIG of Washington, PLLC filed voluntary Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 19-16025 and 19-16026). At the time of the filing, the Debtors each disclosed assets of between $1 million and $10 million and liabilities of the same range. Medical Diagnostic, MDIG of Pennsylvania and MDIG of Washington are represented by Michael W. Carmel, Ltd. while MDIG of Arizona is represented by Stinson LLP. MORRIS INDUSTRIES: Gets CCAA Stay; A&M Named Monitor ---------------------------------------------------- On Jan. 8, 2020, proceedings were commenced by 101098672 Saskatchewan Ltd., Morris Industries Ltd., Morris Sales and Service Ltd., Contour Realty Inc. and Morris Industries (USA) Inc. ("Morris Group") under the Companies' Creditors Arrangement Act, as amended and an order (the "Initial Order") was granted by the Hon. Mr. Justice R.S. Smith of the Court of Queen's Bench of Saskatchewan. Pursuant to the Initial Order, Alvarez & Marsal Canada Inc., LIT was appointed as Monitor of the Morris Group. A copy of the Initial Order is available at https://www.alvarezandmarsal.com/morris Alvarez & Marsal can be reached at: Alvarez & Marsal Canada Inc. Licensed Insolvency Trustee Royal Bank Plaza, South Tower 200 Bay Street, Suite 2900 P.O. Box 22 Toronto, ON M5J 2J1 Orest Konowalchuk Tel: (403) 538-4736 Email: okonowalchuk@alvarezandmarsal.com Chad Artem Tel: (403) 538-7518 Email: cartem@alvarezandmarsal.com Morris Group retained as counsel: McDougall Gauley LLP 500-616 Main Street Saskatoon, SK S7H 0J6 Tel: (306) 653-1212 Fax: (306) 652-5432 Ian A. Sutherland Tel: (306) 665-5417 Fax: (306) 664-4431 Email: isutherland@mcdougallgauley.com Craig Frith Tel: (306) 665-5432 Fax: (306) 664-4431 Email: cfright@mcdougallgauley.com Morris Industries Ltd. -- https://www.morris-industries.com -- is a manufacturer of farm equipment. The Company provides air carts, drills, seeders, packer, harrow bars, and bale carriers, as well as press drills. Morris Industries serves customers in Canada. NATIONSTAR MORTGAGE: Moody's Rates New $600MM Unsec. Notes B2 ------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Nationstar Mortgage Holdings Inc.'s proposed $600.0 million senior unsecured notes due in February 2027. The rating outlook is negative. RATINGS RATIONALE Moody's has rated the senior unsecured notes B2 based on Nationstar's B2 corporate credit profile, the notes' ranking and terms, and the strength of the notes' asset coverage. The key terms of the loan are largely consistent with Nationstar Mortgage LLC's existing senior unsecured notes. Nationstar Mortgage LLC is a wholly-owned operating subsidiary of Nationstar Mortgage Holdings Inc., which is a wholly-owned subsidiary of Mr. Cooper Group Inc. Proceeds of the notes will be used to fund the redemption of the company's outstanding senior unsecured notes due 2021 and 2022. Nationstar's B2 corporate family rating reflects the company's position in the U.S. residential mortgage servicing market, constrained profitability, and weakened capitalization. It also takes into consideration the risks associated with the firm's growth of its servicing portfolio, which are mitigated by its solid track record of acquiring and integrating residential mortgage servicing assets. The negative rating outlook reflects the firm's eroding capitalization, resulting from net losses driven by changes in the fair value of mortgage servicing rights, along with modest core profitability. WHAT COULD CHANGE THE RATINGS UP/DOWN The negative outlook indicates that a ratings upgrade is unlikely over the next 12-18 months. Nationstar's outlook could return to stable if the company is able to achieve sustainable profitability, allowing it to restore its capitalization. Nationstar's ratings could be downgraded if capitalization weakens further, as measured by TCE/TMA, excluding DTA, below 2% or if the company fails to maintain core profitability, as measured by core pretax preprovision income to assets, of at least 1%. The principal methodology used in this rating was Finance Companies Methodology published in November 2019. NEUBASE THERAPEUTICS: Reports $27M Net Loss for Year Ended Sept. 30 ------------------------------------------------------------------- Neubase Therapeutics, Inc., filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $26.96 million for the year ended Sept. 30, 2019, compared to a net loss of $41,952 for the period from Aug. 28, 2018, to Sept. 30, 2018. As of Sept. 30, 2018, NeuBase had $12.53 million in total assets, $2.50 million in total liabilities, and $10.03 million in total stockholders' equity. MaloneBailey, LLP, in Houston, Texas, the Company's auditor from 2018 through 2019, issued a "going concern" qualification in its report dated March 7, 2019, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at the SEC's website at: https://is.gd/XUclcO About NeuBase Therapeutics Headquartered in New York, NeuBase Therapeutics, Inc., formerly known as Ohr Pharmaceutical, Inc. is developing a modular peptide-nucleic acid antisense oligonucleotide platform to address genetic diseases caused by mutant proteins, with a single, cohesive approach. The systemically-deliverable PATrOL therapies are designed to improve upon current gene silencing treatments by combining the advantages of synthetic approaches with the precision of antisense technologies. NeuBase plans to use its platform to address genetic diseases, with an initial focus on Huntington's Disease and Myotonic Dystrophy, as well as other genetic disorders. NOVELIS CORP: Moody's Rates $1.6BB Sr. Unsecured Notes 'B2' ----------------------------------------------------------- Moody's Investors Service assigned a B2 senior unsecured rating to $1.6 billion in senior unsecured notes issued by Novelis Corporation and guaranteed by Novelis Inc. (Novelis) and other subsidiaries. Proceeds from this issue will be used to tender for the 6.25% senior unsecured notes due in August 2024 and for general corporate purposes, including providing financing towards the acquisition of Aleris International Inc. (Aleris -- B3, developing). All other ratings for Novelis Inc. and Novelis Corporation are unchanged including Novelis Inc.'s SGL-2 Speculative Grade Liquidity Rating. Upon repayment, the rating on the notes maturing in August 2024 will be withdrawn. In July 2018, Novelis announced the acquisition of Aleris for $2.6 billion ($775 million equity component and the balance the assumption of Aleris' debt). The company has received approval from the European Commission (EU) conditional upon the sale of Aleris' Duffel, Belgium plant as well as approval of the proposed buyer. The EU has advised it needs additional time to review the proposed buyer and this is not expected to be completed by the January 21, 2020 outside date in the merger agreement. Novelis is in discussions regarding the extension of this date. China's State Administration for Market Regulation (SAMR) has also approved Novelis' proposed acquisition of Aleris. The U. S. Department of Justice (DOJ) has sued to block the transaction essentially on competitive concerns with respect to Aleris' Lewisport facility. Novelis and the DOJ have agreed on a process and timetable for settling the dispute. Assignments: Issuer: Novelis Corporation Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5) RATINGS RATIONALE The B1 Corporate Family Rating considers Novelis' large scale and significant market position in a number of end markets. The acquisition of Aleris will bring further strategic benefits from a business profile and operational perspective notwithstanding asset sale requirements. Although the acquisition is a leveraging event for Novelis, since the announcement in 2018, the company's earnings and cash flow generation levels as well as its debt protection metrics have evidenced solid improvement on good shipment levels and strengthening product mix. Similarly, Aleris has shown improvement in its operating performance and debt protection metrics on good volumes in aerospace and automotive, despite headwinds in Europe, and better fundamentals for its operations in North America following the imposition of duties on the import of common aluminum alloy products, particularly from China. Given strengthened EBITDA generation at both companies, pro-forma leverage, as measured by Moody's adjusted debt/EBITDA ratio, for the twelve months ended September 30, 2019 is approximately 4.3 (Novelis stand-alone of 3.7x). While improved EBITDA run rates relative to recent years are viewed as sustainable, some softening is anticipated in 2020 on headwinds in the automotive markets, most particularly in Europe as well as some challenges in the aerospace markets, leverage is not expected to exceed around 4.6x, somewhat high but acceptable for the B1 CFR. With lower capital expenditures and growth in EBITDA, Novelis has evidenced strong free cash flow generation over the last three years ($278MM for the twelve months to September 30, 2019) and built its cash position, thereby providing a better cushion for the increase in gross leverage resulting from the acquisition. As a producer of flat-rolled aluminum products, Novelis faces a number of ESG risks, particularly on the environmental aspect with respect to air emissions, wastewater discharges, site remediation to name a few. The company is subject to many environmental laws and regulations in the regions in which it operates. However, Novelis is a leading recycler of aluminum, which is less energy intensive in the rolling process than the production of primary aluminum. In 2019, approximately 61% of the company's raw material input was recycled aluminum. Additionally, working with its automotive customers, the company, through its closed-loop recycling process, collects aluminum scrap metal from the automotive manufacturing process for reuse. The company has long been focused on safety and supports community projects in its regions of operations. The stable outlook anticipates that Novelis will continue to benefit from the increasing percentage of value add product and stronger EBITDA and debt protection metrics. The outlook also incorporates expectations for a stronger run rate EBITDA at Aleris. Incorporated in the outlook is the expectation that leverage (with Moody's standard adjustments) is unlikely to exceed around 4.6x, declining thereafter. The SGL-2 Speculative Grade Liquidity Rating reflects its expectations that Novelis will maintain good liquidity over the next four quarters. Novelis' liquidity position is supported by its $935 million cash position at September 30, 2019 and a $1 billion senior secured asset-based revolving credit facility (ABL) maturing in April 2024 (unrated) subject to certain springing requirements concerning timing of repayment of the term loan and other debt facilities. There were no outstandings under the ABL at September 30, 2019. Commitments under the ABL will increase by $500 million upon the the closing of the Aleris acquisition and increased borrowing base resulting from the acquisition. At any time availability under the ABL is less than the greater of (a) $90 million or (b) 10% of the lesser of the facility size or the borrowing base, the company will be required to maintain a minimum fixed charge coverage of at least 1.25x. Availability is viewed as remaining sufficient such that this will not be tested. Novelis and or its subsidiaries also have commitments for a $1.5 billion unsecured short-term credit facility available upon closing of the Aleris acquisition to fund part of the acqisition with amounts borrowed maturing one year from the borrowing date. The company also has a $1.8 billion secured term loan (unrated) maturing in June 2022. To further support the financing for the acquisition, the facility has been amended to allow for incremental secured term loans of up to $775 million, which would mature 5 years from the initial borrowing date. The B2 rating on Novelis Corporation's guaranteed senior unsecured notes reflects their effective subordination to the significant amount of secured debt under the term loans, the ABL and priority payables. The rating could be upgraded should the company demonstrate the ability to sustain EBIT/interest above 4x, debt/EBITDA below 4.25x and (operating cash flow less dividends)/debt of at least 20%. The rating could be downgraded should the company experience sustained volume and margin declines or should the improving trends in performance and debt protection metrics reverse. Quantitatively, ratings could be downgraded if leverage as measured by the debt/EBITDA ratio deteriorates and is expected to be sustained above 5x and EBIT/interest decreases and is expected to be sustained below 2x or free cash flow reverses to negative. A significant contraction in liquidity or availability under the ABL or further material dividend payments could also negatively affect the rating. Headquartered in Atlanta, Georgia, Novelis is the world's largest producer of aluminum rolled products. The company operates through four regional segments, North America, Europe, Asia and South America. While Novelis sells into a number of end markets, the company currently ships a meaningful level to the can sheet market, although sales to the automotive market are increasing as a percentage of sales. Novelis generated approximately $11.9 billion in revenues for the twelve months ended September 30, 2019. Novelis is ultimately 100% owned by Hindalco Industries Limited (unrated) domiciled in India. For the twelve months ended September 30, 2019, Aleris had revenues of approximately $3.5 billion. The principal methodology used in this rating was Steel Industry published in September 2017. OCWEN FINANCIAL: S&P Alters Outlook to Stable, Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on Ocwen Financial Corp. to stable from negative and affirmed its 'B-' long-term issuer credit rating on the company. At the same time, S&P affirmed its 'B+' rating on the company's senior secured term loan. The recovery rating is '1', reflecting S&P's expectation of very high recovery (90%-100% range, rounded estimate: 100%) in a simulated default scenario. The rating agency also affirmed its 'B-' rating on the company's second-lien secured notes. S&P's recovery rating on these second-lien secured notes remains '3', reflecting its expectation of meaningful recovery (50%-70% range, rounded estimate: 60%) in a simulated default scenario. S&P's outlook revision is based on Ocwen's improved financial performance and the rating agency's expectation that the company will be successful in amending and extending the senior secured term loan (SSTL). That said, the extension of the SSTL will create a maturity concentration in 2022 because the $292 million second lien will mature six months after the proposed maturity for the extended SSTL, which will be paid down from cash on hand by $132 million to $200 million on the effective date of the extension. These two maturities represent substantially all of Ocwen's corporate debt including MSR financing. S&P expect thes company will address this maturity concentration in the next 12 to 18 months. The stable outlook reflects S&P's view that Ocwen will maintain EBITDA interest coverage above 1.5x and address the 2022 maturity concentration in the next 12 to 18 months. S&P expects that Ocwen will work to grow correspondent lending and execute bulk MSR purchases to stabilize the servicing portfolio. It also expects Ocwen to maintain a cushion from its minimum tangible net worth and LTV debt covenants. "We could lower the rating in the next 12 months if the company's interest coverage approaches 1.0x. We could also lower the rating if the company approaches its debt covenants or if it becomes more likely that the company will be unable to refinance its 2022 maturities," S&P said. "An upgrade is unlikely in the next 12 months. In the longer term, we could upgrade the company if it reduces leverage to below 5.0x debt to EBITDA while maintaining a stable or growing servicing portfolio without material regulatory actions," the rating agency said. PGT INNOVATIONS: S&P Affirms 'B+' ICR on Acquisition Of NewSouth ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on Florida-based PGT Inc. following the company's announcement of it's plan to acquire New South Window Solutions for $92 million, and affirmed its 'BB' issue-level rating on Florida-based PGT Inc.'s term loan A. The '1' recovery rating is unchanged. Additionally, S&P raised its issue-level ratings on the senior unsecured notes to 'B+' and revised the recovery ratings to '3'. The positive outlook reflects that with the acquisition the company will expand its channels to market and that S&P expects leverage will remain below 3x. PGT Inc. plans to acquire NewSouth Window Solutions for about $92 million and intends to finance this with an add-on of $50 million to the existing unsecured notes (totaling $365 million) and cash from balance sheet. Pro forma leverage for the acquisition and expected year-end leverage is about 3x. The company is generating EBITDA of about $10 million-13 million from NewSouth and PGT is realizing a full year of EBITDA from Western Window Systems (WWS), which it acquired in July 2018. The positive outlook on PGT reflects S&P's expectation that it will reduce and sustain leverage below 3x over the next 12 months. This expectation is driven by continued favorable housing start and construction trends in Florida, as well as growth from the WWS acquisition and NewSouth. The rating agency expects leverage improvement to also come from debt reduction from its healthy cash flow generation. "We could revise our outlook to stable if the company does not deleverage over the next 12 months and leverage metrics are not sustained below 3x. This could occur if revenue growth in 2020 contracts by about 5%. This scenario would be most likely in the event of a slowdown in Florida's construction and repair and remodeling spending. We expect this would be the result of a recessionary environment stalling new construction, slowing repair, and remodeling activity. Our economists estimate a 25%-30% chance the U.S. will slip back into such a recessionary scenario," S&P said. "We could raise our rating over the next 12 months if PGT lowers and maintains adjusted debt to EBITDA below 3x and adjusted funds from operations (FFO) to debt greater than 30%. A higher rating would mean we believed company would maintain ample liquidity as a cushion against a cyclical downturn in its end markets. Additionally, we could raise the rating if the company significantly expands outside Florida or expands its product focus, in which case it would increase its size and moderate earnings swings and reduce risk for volatility," S&P said. PHH MORTGAGE: Moody's Rates Proposed $200MM Sec. Term Loan 'B2' --------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to PHH Mortgage Corporation's proposed $200.0 million senior secured term loan due May 15, 2022. The rating outlook is negative. RATINGS RATIONALE Moody's has rated the senior secured term loan B2 based on PMC's Caa1 corporate credit profile, the loan's ranking and terms, and the strength of the loan's asset coverage. PMC is a wholly-owned operating subsidiary of Ocwen Financial Corporation, which in the second quarter of 2019 merged its operating subsidiary, Ocwen Loan Servicing, LLC, into PMC. As part of the proposed transaction, the loan's maturity date will be extended to May 15, 2022 from December 5, 2020. In addition, the existing term loan, issued by Ocwen Loan Servicing, LLC, will be paid down from $332 million as of September 30, 2019 to $200 million. PMC's Caa1 corporate family rating reflects the firm's weak capital level, currently constrained profitability and challenges to building a resilient business model. Ocwen's financial profile also reflects the challenges resulting from limited opportunities available in its core market, credit impaired residential mortgage servicing. In addition, the market for new transfers of credit impaired servicing is much smaller as delinquencies have decreased and remain low. The negative rating outlook reflects Ocwen's eroding capital resulting from net losses partly driven by changes in the fair value of mortgage servicing rights. Capital is measured on a reported GAAP basis and is unadjusted for Ocwen's securitized Home Equity Conversion Mortgage (HECM) portfolio. Moody's views the credit risk of such HECM loans to be minimal due to the Federal Housing Administration's (FHA) insurance which carries the full faith and credit of the US government. Additionally, it reflects Moody's expectation that Ocwen's core profitability (which excludes changes in the value of mortgage servicing rights) will improve modestly, over the next 12-18 months. WHAT COULD CHANGE THE RATINGS UP/DOWN The negative outlook indicates that a ratings upgrade is unlikely over the next 12-18 months. PMC's outlook could return to stable if the company is able to achieve sustainable breakeven profitability. The ratings could be downgraded if capitalization weakens further, as measured by TCE/TMA below 3.0% or in the event that regulatory action or litigation materially restricts the company's business activities, or harms its franchise and reputation, or the company is subject to additional regulatory or legal action resulting in material fines or judgments. The principal methodology used in this rating was Finance Companies Methodology published in November 2019. PHUNWARE INC: Faces Shareholders' Suit Over Large Stock Drop ------------------------------------------------------------ Certain stockholders filed a lawsuit against Phunware, Inc. on Dec. 17, 2019. The case, captioned Wild Basin Investments, LLC, et al. v. Phunware, Inc., et al.; Cause No. D-1-GN-19- 008846 was filed in the 126th Judicial District Court of Travis County, Texas. The Plaintiffs invested in various early rounds of financing while the Company was private, and claim the Company should not have subjected their shares to a 180-day "lock up" period. According to the Plaintiffs, the price of Phunware stock dropped significantly during the lock up period. The Plaintiffs seek unspecified damages in excess of one million dollars. The Company maintains the Plaintiffs' claims are without merit and intends to contest vigorously the claims asserted in the Lawsuit. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com/-- is a Multiscreen-as-a-Service (MaaS) company, a fully integrated enterprise cloud platform for mobile that provides companies the products, solutions, data and services necessary to engage, manage and monetize their mobile application portfolios and audiences globally at scale. Marcum LLP, in New York, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 5, 2019, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Phunware reported a net loss attributable to common shares of $923,180 for the year ended Nov. 30, 2018, following a net loss attributable to common shares of $307,274 for the year ended Nov. 30, 2017. As of Sept. 30, 2019, the Company had $30.42 million in total assets, $23.94 million in total liabilities, and $6.48 million in total stockholders' equity. PHUNWARE INC: Registers up to $15 Million Worth of Securities ------------------------------------------------------------- Phunware, Inc., filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the possible offer and sale, from time to time, in one or more offerings under this prospectus, of shares of common stock, par value $0.0001 per share or warrants to purchase such shares of Common Stock of the Company. The aggregate initial offering price of all securities sold under this prospectus will not exceed $15,000,000. The Company may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. The Company reserves the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. The Company's net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. The Company's Common Stock is listed on the Nasdaq Capital Market under the symbol "PHUN." On Jan. 9, 2020, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $1.18 per share. As of Jan. 10, 2020, the aggregate market value of the Company's Common Stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is approximately $40,915,780, which is calculated based on 34,674,390 shares of Common Stock outstanding held by non-affiliates and a price of $1.18 per share, the closing price of the Company's Common Stock on Jan. 9, 2020, as reported on The Nasdaq Capital Market. During the prior 12 calendar month period that ends on and includes Jan. 10, 2020, the Company has not offered or sold any of the Company's Common Stock or other securities pursuant to General Instruction I.B.6 to Form S-3. Pursuant to General Instruction I.B.6 to Form S-3, in no event will the Company sell securities registered on this registration statement in a public primary offering with a value exceeding more than one-third of the Company's public float in any 12-month period so long as its public float remains below $75.0 million. A full-text copy of the preliminary prospectus is available for free at the SEC's website at: https://is.gd/Tm3oCC About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com/-- is a Multiscreen-as-a-Service (MaaS) company, a fully integrated enterprise cloud platform for mobile that provides companies the products, solutions, data and services necessary to engage, manage and monetize their mobile application portfolios and audiences globally at scale. Marcum LLP, in New York, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 5, 2019, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Phunware reported a net loss attributable to common shares of $923,180 for the year ended Nov. 30, 2018, following a net loss attributable to common shares of $307,274 for the year ended Nov. 30, 2017. As of Sept. 30, 2019, the Company had $30.42 million in total assets, $23.94 million in total liabilities, and $6.48 million in total stockholders' equity. PNW HEALTHCARE: Patricia Hunter Named Patient Care Ombudsman ------------------------------------------------------------ Pursuant to Section 333 of the Bankruptcy Code, and the order Directing United States Trustee to Appoint Patient Care Ombudsman entered on Nov. 27, 2019, the United States Trustee appointed in PNW Healthcare Holdings, LLC, et. at.'s cases the following person as the Patient Care Ombudsman: Patricia Hunter Washington State Long-Term Care Ombudsman Multi-Service Center State LTC Ombudsman Program P.O. Box 23699 Federal Way, WA 98093-0699 Tel: (253) 838-6810 E-mail: stateombuds@multi-servicecenter.com Ms. Hunter's hourly rate will be $275. She will be providing all necessary services required under Sec. 333 with the assistance, as needed, of Regional LTC Ombudsmen located throughout the state. A full-text copy of the PCO Appointment is available at https://tinyurl.com/uduyrls from PacerMonitor.com at no charge. About PNW Healthcare Aldercrest Health & Rehabilitation Center and its subsidiaries, including PNW Healthcare Holdings, LLC -- http://www.aldercrestskillednursing.com/-- provide long-term skilled nursing care and short-term rehabilitation solutions. Aldercrest Health & Rehabilitation Center has been serving North King and Snohomish Counties since 1975. Each of the Debtors filed Chapter 11 petitions (Bankr. W.D. Wa. Lead Case No. 19-43754) on Nov. 22, 2019 in Seattle, Wash. In the petitions signed by Dov E. Jacobs, manager, Aldercrest Health-Edmonds was estimated to have $1 million to $10 million in assets and liabilities. Judge Christopher M. Alston is assigned the cases. The Debtors tapped Foley & Lardner LLP as lead bankruptcy counsel; D. Bugbee & Scalia, PLLC as co-counsel with Foley; Getzler Henrich & Associates LLC as financial advisor; and Omni Agent Solutions as notice, claims and balloting agent, and as administrative advisor. POCMONT PROPERTIES: Unsecureds to Get Up to 100% in 2-Option Plan ----------------------------------------------------------------- Pocmont Properties, LLC, filed a reorganization plan that contemplates the ongoing operations of its hotel and the possible sale of the Debtor's property. According to the Disclosure Statement, while the Debtor intends to remain in operation and begin making plan payments, the sale of the Debtor's hotel property located at 1 Bushkill Falls Road, Bushkill, PA 18324 (the "Property") under Chapter 11 is an alternative method of funding the plan. The Debtor submits that the two-option alternative approach is the best approach for all concerned because it allows claims to be resolved and paid in either of two ways. Thus, the Plan is being filed in contemplation both future performance and possible sale of the Property, to provide a vehicle for accomplishing both the maximization of value and payment of creditors in the most efficient and economical manner. The filing of the Plan also meets the requirements of 11 U.S.C. Sec. 362(d)(3)(A), as the Plan has a reasonable possibility of being confirmed within a reasonable time, based upon the Debtor's commitment to actively market the Property through TACM Commercial Realty,or such other real estate broker approved by the Bankruptcy Court ("Authorized Broker"). The Debtor is currently working with its lender, the Small Business Association ("SBA") to enable the Debtor to list the property for sale and allow for a marketing effort that is designed to achieve the highest and best value for the property. The SBA has also reduced its monthly debt service to accommodate the Debtor's cash flow needs so that it is able to pay its real estate taxes on a go forward basis and make payments under the Plan to the real estate tax arrears. Any sale of the Property will be pursuant to a confirmed Plan and shall be free and clear of all Claims, Liens, Interests, and Encumbrances, of any kind or nature, pursuant to 11 U.S.C. Sec. 363(b) and (f), as permitted by 11 U.S.C. Sec. 1123(a)(5)(D) and 1123(b)(4). The Plan fundamentally serves as the mechanism for distributing the Sale proceeds to the holders of allowed claims against the Debtor with a transfer tax exemption. The Plan treats claims as follows: * SBA's secured claim (first and second mortgages and notes) in the amount of $4,400,000 (Class 1) will be paid $10,000 per month for the lesser of 2 years from the date of confirmation, or until a sale takes place on the Property. Thereafter, payments will be made as agreed by and between the Debtor and the SBA, subject to the SBA's sole discretion. * General unsecured claims (Class 4) will receive, in full and final satisfaction of such Claims, a distribution on the Effective Date of $20,000 with additional payments over time (if not resolved by the $20,000 payment on the Effective Date) payable not later than one year of the Effective Date, or, in the event of a sale that takes place outside, a pro rata share of the net Sale proceeds, if any, up to 100%, after the prior payment of Administrative Expense Claims, and allowed Class 1, Class 2, and Class 3 claims in full. The Plan will be implemented by either payments over time from the Debtor's cash flow or from the Sale of the Property. All cash necessary to make payments required pursuant to this Plan will be obtained from the Debtor's tenant paying monthly member contributions, recoveries from Causes of Action rent or, alternatively, the proceeds of the Sale of the Property. The Debtor will have at least $170,000 on hand at Confirmation to ensure the first payments under the Plan. A full-text copy of the Disclosure Statement dated Dec. 16, 2019, is available at https://tinyurl.com/qtm2whe from PacerMonitor.com at no charge. The Debtor's attorneys: Robert J. Spence SPENCE LAW OFFICE, P.C. 55 Lumber Road, Ste 5 Roslyn, New York 11576 Tel: (516) 336-2060 About Pocmont Properties Pocmont Properties LLC acquired the real estate on which the Bushkill Inn sits in September 2010 from FNCB Realty Company II, LLC. The stated acquisition price was $2,000,000. The current owners acquired the equity interests of the Debtor in a bankruptcy sale pursuant to a confirmed plan or reorganization. The Debtor's financial difficulties in the first bankruptcy case stemmed from the fact that the total cost of the project, including acquisition of the property, construction costs and furnishings was budgeted at $6,500,000 but cost in excess of $10,000,000. These cost overruns created serious financial pressure on the startup operation during its nascent stage. The Debtor is represented by Spence Law Office, P.C. PRESIDIO HOLDINGS: Moody's Rates Sec. Notes B1 & Unsec. Notes Caa1 ------------------------------------------------------------------ Moody's Investors Service affirmed the B2 Corporate Family Rating of Presidio Holdings Inc. (New) and assigned a B1 rating to the company's proposed senior secured notes and Caa1 to the proposed senior unsecured notes. The outlook remains stable. Proceeds from the new notes will be used to refinance acquisition bridge financing which, along with $855 million in contributed and rolled over equity, funded the roughly $2.2 billion acquisition of Presidio by BC Partners Advisors L.P. that closed on December 19, 2019. Earlier this week, Moody's assigned ratings to Presidio's new credit facilities which will also be used to refinance outstanding acquisition bridge debt. The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as advised to Moody's. RATINGS RATIONALE Presidio's B2 CFR reflects its small scale compared to competing IT value-added resellers and managed services firms, and the challenges of keeping up with evolving requirements of IT deployments for enterprises including the ongoing transition to cloud platforms. The buyout by BC Partners will result in debt to EBITDA of 6.0x (Moody's adjusted). Presidio also has high vendor concentration with 59% of the company's gross revenues represented by Cisco products and services, although improved compared to over 80% six years ago. Presidio's credit profile benefits from its near-national geographic footprint and improved positioning of its high-end products. The company's efforts to enhance its specialization capabilities across product categories in data center, virtualization, networking, and security deployments provide good long-term growth prospects for Presidio to expand the sale of technology solutions to small and medium sized businesses ("SMB"). Although one OEM vendor (Cisco) accounts for the majority of its revenue, Presidio has expanded its partnerships with other leading technology vendors such as Dell EMC and VMware, Inc.. Presidio has also been adapting to the shift in demand for software-centric IT solutions which requires investing in the latest training certifications and capabilities to remain an important partner of Cisco's IT solutions serving primarily SMBs in the US. Moody's views Presidio's financial policy to be somewhat aggressive characterized by high financial leverage and private-equity ownership which will often lead to debt financed acquisitions or distributions to enhance equity returns. Lack of public financial disclosure and the absence of board independence are also incorporated in the B2 CFR. Presidio has good liquidity, supported by growing cash balances, full availability under its proposed $100 million, 5-year revolving credit facility and Moody's expectation of more than $65 million of free cash flow over the next 12 months (roughly 5% of adjusted debt balances). Presidio also has access to a new $250 million, 3-year accounts receivables securitization facility (unrated). Ratings for Presidio's debt instruments reflect both the overall probability of default of the company, reflected in the PDR of B2-PD, and an average recovery expectation at default. The proposed senior secured notes are pari passu with the senior secured credit facilities and are rated B1, one notch above the CFR, reflecting their position in the capital structure ahead of the proposed senior unsecured notes which are rated Caa1, two notches below the CFR. The senior secured notes and credit facilities benefit from the collateral package and the full and unconditional guarantee by Presidio's domestic subsidiaries. The $250 million accounts receivables securitization program enjoys a preferential collateral position. In contrast, the fairly high level of payables with the company's key partner Cisco currently provides junior capital support but could decline rapidly in a default scenario if payments terms are tightened. The stable outlook reflects Moody's expectation that Presidio will maintain its market position serving mid-sized business customers, generate mid-single digit percentage revenue and profit growth, and balance the allocation of free cash flow among business investments, acquisitions, shareholder payouts, and debt repayment. The outlook does not include debt financed transactions that would increase leverage above closing levels. Ratings could be upgraded if Presidio executes its operating strategy and reduced debt balances lead to adjusted debt to EBITDA being sustained below 4.5 times while achieving organic revenue growth consistent with industry levels. Presidio would also need to maintain operating margins with adjusted free cash flow to debt in the high single digit percentage range. Ratings could be downgraded if Presidio does not achieve expected revenue and EBITDA growth due to factors that might include weak economic conditions, increased customer churn, poor execution, or heightened competition. In addition, there would be downward rating pressure if adjusted debt to EBITDA remains above 6.0 times or liquidity weakens reflected by reduced availability under its revolver facilities or adjusted free cash flow to debt in the low single digit percentage range. A deteriorating relationship with key suppliers, including Cisco and Dell EMC, could also place downward pressure on ratings. The following is a summary of rating actions: Issuer: Presidio Holdings Inc. (New) Corporate Family Rating -- Affirmed B2 Probability of Default Rating -- Affirmed B2-PD Senior Secured Bank Credit Facility -- Affirmed B1 (LGD3) Senior Secured 1st Lien Term Loan B -- Affirmed B1 (LGD3) Proposed 1st Lien Gtd Senior Secured Notes -- Assigned B1 (LGD3) Proposed Senior Unsecured Notes -- Assigned Caa1 (LGD5) Outlook Action: Issuer: Presidio Holdings Inc. (New) Outlook is stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Presidio Holdings Inc. (New), headquartered in New York, NY, is a provider of information technology infrastructure and services focused on digital infrastructure, cloud, and security for commercial and government clients primarily within the U.S. On December 19, 2019, BC Partners acquired Presidio in a $2.2 billion take-private transaction. Moody's expects revenues to exceed $3.1 billion over the next twelve months. PRESIDIO HOLDINGS: S&P Rates New $400MM Senior Secured Notes 'B' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to New York City-based value-added reseller (VAR) Presidio Holdings Inc.'s proposed $400 million senior secured notes. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a default. At the same time, S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $400 million senior unsecured notes. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of a default. Presidio Holdings Inc. will be the issuer of both issues. The company expects to use the proceeds from this transaction combined with $625 million of its previously announced senior secured term loan issuance to repay the $1.425 billion bridge loan financing that was put in place to fund its leveraged buyout (LBO) by BC Partners. S&P's 'B' issuer credit rating on Presidio is unaffected by the issuance. The stable outlook reflects the rating agency's forecast that the company will likely increase its revenue by the low- to mid-single-digit percent area over the next two years supported by its positioning in cloud and cyber security solutions. S&P's base-case scenario forecasts that Presidio's adjusted debt to EBITDA will increase to about 6x over the next 12 months as it takes on additional debt to fund its LBO by BC Partners. PRINCETON ALTERNATIVE: MicroBilt, Investors Fine-Tune Plan ---------------------------------------------------------- MicroBilt Corporation and the Ad-Hoc Committee of Investors filed a Second Amended Chapter 11 Plan of Reorganization to further fine-tune terms of its proposed Chapter 11 plan for Princeton Alternative Income Fund, LP. MicroBilt is a creditor of the Debtor, an indirect Holder of Equity Interests in the Debtor, and a service provider to the Debtor. The Ad-Hoc Committee is comprised of a group of Investors in PAIF, i.e. Holders of Limited Partnership Interests in the Debtor. Under the Plan, holders of unsecured claims totaling $7,985,367 (Class 1) will be paid in full on the effective date of the Plan. Unsecured claims of parties related to the Plan Proponents totaling $7,950,573 (Class 2) will be subordinated to the prior repayment in full of the Investor Interest attributable to each Investor. Class 4 Investors that have filed Claims totaling $9,404,758, and Class 5 - Investors that did not file claims with total amount of all interests at $7,760,036 (all investors who did not file claims/excluding PAF), $20,184,051.92 (all investors (including PAF) except Ranger) and $53,603,623 (all investors (including PAF)) will be treated through the pro rata payment to each Investor of the Net Estate Assets Value. Pro rata determinations will be made in accordance with the Partner Interest attributable to each Investor as set forth on Exhibit A to the Plan and includes all claims in Classes 3 and 4. The proposed Plan Administrator under the Plan is the Honorable Donald H. Steckroth, who is a retired Judge of the Bankruptcy Court and presently Of Counsel at the law firm of Cole Schotz P.C. A black-lined copy of the Second Amended Disclosure Statement (as modified)dated December 16, 2019, is available at https://tinyurl.com/vq5bgc9 from PacerMonitor.com at no charge. Counsel for MicroBilt Corporation: DEREK J. BAKER REED SMITH LLP 506 Carnegie Center, Suite 300 Princeton, New Jersey 08540 Tel: 609-987-0050 Fax: 609-951-0824 E-mail: dbaker@reedsmith.com Counsel for the Ad-Hoc Committee: RICHARD D. TRENK MCMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue, Suite 201 Roseland, NJ 07068 Tel: 973-622-1800 Fax: 973-681-7233 E-mail: rtrenk@msbnj.com About Princeton Alternative Princeton Alternative Income Fund, LP, provides capital for businesses that make consumer loans in the non-prime market. Princeton Alternative Income Fund, LP and Princeton Alternative Funding LLC, a fund management company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 18-14603) on March 9, 2018. In the petitions signed by John Cook, authorized representative, PAIF was estimated to have assets of $50 million to $100 million and liabilities of $1 million to $10 million. PAF was estimated to have assets of less than $100,000 and liabilities of $1 million to $10 million. Judge Michael B. Kaplan oversees the cases. Sills Cummis & Gross, P.C., is the Debtors' counsel. Liggett & Webb, P.A., has been tapped to serve as accountant. The Debtors tapped JAMS/Hon. Steven Rhodes to provide mediation services. Matthew Cantor was appointed as Chapter 11 trustee for the Debtors. The Trustee tapped Wollmuth Maher & Deutsch LLP as his legal counsel. Attorneys for MicroBilt Corporation are Derek J. Baker, Esq., at Reed Smith LLP, in Princeton, New Jersey. Counsel for the Ad-Hoc Committee of Minority Shareholders is Ronald S. Gellert, Esq., at Gellert Scali Busenkell & Brown, LLC, in Wilmington, Delaware. PROFESSIONAL RESOURCES: Transitioning Services, PCO Unnecessary --------------------------------------------------------------- Professional Resources Management of Crenshaw, LLC, operates Crenshaw Community Hospital in Luverne, Alabama. On Nov. 20, 2019, the Bankruptcy Court entered an order authorizing the Debtor to enter an Interim Transition Agreement with the Crenshaw County Health Care Authority in which the Debtor will begin transferring operations of the Hospital to the Authority. The Debtor subsequently requested a determination pursuant to 11 U.S.C. 333(a)(1) that appointment of a patient care ombudsmen is not necessary considering the planned transition of the Hospital's operations to the Authority. The Court held an expedited hearing December 4, 2019, at which the Court considered arguments made by counsel for the Debtor. Based on the arguments made in the Debtor's motion and at the hearing, the Court ordered that at this time there is no need for the appointment of a patient care ombudsman pursuant to 11 U.S.C. Sec. 333(a)(1). Attorney for the Debtor: Wesley Causby MEMORY MEMORY & CAUSBY, LLP P.O. Box 4054 Montgomery, Alabama 36103 E-mail: wcausby@memorylegal.com A full-text copy of PCO Appointment is not Necessary is available at https://tinyurl.com/u5brm78 from PacerMonitor.com at no charge. About Professional Resources Management Founded in 2005, Professional Resources Management of Crenshaw, LLC, provides general medical and surgical hospital services. Crenshaw Community Hospital has 65 beds and offers a range of diagnostic, therapeutic, emergency and surgical services. Professional Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 19-33272) on Nov. 7, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case has been assigned to Judge William R. Sawyer. Memory Memory & Causby, LLP, is the Debtor's legal counsel. PUBLIC FINANCE AUTHORITY: S&P Suspends 'BB' 2016A Rev. Bond Rating ------------------------------------------------------------------ S&P Global Ratings has suspended its 'BB (sf)' and 'BB- (sf)' long-term ratings on Public Finance Authority, Wis.' series 2016A and 2016B multifamily housing revenue bonds, respectively, issued for PF Holdings LLC, N.J.'s Estates at Crystal Bay Apartments and Woodhaven Park Apartments projects. The suspension follows the lack of information from the borrower regarding contingencies described in the fiscal 2018 audit. The ratings were placed on CreditWatch with negative implications on July 25, 2019, following S&P's inability to obtain timely information of satisfactory quality, despite repeated attempts, to maintain the rating on the bonds in accordance with S&P's applicable criteria and policies, in the form of audited financials for the fiscal year ended Dec. 31, 2018. After receiving the fiscal 2018 audit on Sept. 24, 2019, S&P extended its CreditWatch an additional 90 days to follow up on contingencies described in the audit notes, pertaining to a security deposit liability and an irregularity in the flow of funds, which may pose credit risks. S&P was unable to obtain answers regarding the current status of these contingencies from the borrower. "Our continued inability to obtain the requested information within 30 days will likely result in our withdrawal of the affected rating, preceded, in accordance with our policies, by any change to the rating that we consider appropriate given available information," S&P said. PUG LLC: Moody's Assigns B1 Corp. Family Rating, Outlook Stable --------------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating and a B1-PD Probability of Default Rating to PUG LLC. As part of the rating actions, Moody's assigned a Ba3 rating to Viagogo's proposed $100 million 1st lien senior secured revolver and $1,475 million 1st lien senior secured term loan. Moody's also assigned a B3 rating to the company's proposed $325 million senior secured 2nd lien notes. The outlook is stable. Proceeds from new borrowings, $600 million of new preferred equity, and $1.8 billion of new common equity will be used to fund the $4.05 billion acquisition of StubHub by Viagogo and pay related expenses. The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as advised to Moody's. The acquisition is expected to close in the first calendar quarter of 2020, subject to customary regulatory approvals. RATINGS RATIONALE Viagogo's B1 CFR is forward looking given the company's initial high leverage, revenue concentration in a single business segment, and potential risks related to the integration of the much larger StubHub operations. "Rebounding from Viagogo's stand-alone underperformance in 2019, due to a temporary suspension from Google Inc., and achieving cost synergies for combined operations are critical to maintain ratings, particularly given targeted expense reductions represent a substantial portion of pro forma EBITDA," stated Carl Salas, Moody's Senior Credit Officer. Ratings recognize that Viagogo will benefit from expected good growth in the secondary ticket marketplace, increased scale, enhanced diversification with a leading market position in most major global regions including the U.S., and the ability to leverage its lower cost operating platform across StubHub's larger revenue base. Financial metrics are supported by attractive adjusted EBITDA margins, positive working capital cash flows, and minimal capex leading to good conversion of EBITDA to free cash flow. Moody's estimates adjusted debt to EBITDA will be in the mid 4x range at closing (reflects credit for the majority of targeted cost synergies) with at least high single digit percentage adjusted free cash flow to debt. After the first year post-closing, Moody's expects credit metrics will be more in line with the assigned B1 CFR with adjusted EBITDA margins greater than 25%, adjusted leverage improving to the high 3x range, and free cash flow to debt in excess of 15%. Moody's expects Viagogo will achieve the majority of synergies as planned given most cost cuts are driven by elimination of redundant positions and expenses. In addition, Viagogo's senior management team including CEO and founder, Eric Baker, has significant experience within the industry and demonstrated the ability to profitably grow Viagogo's revenue base over several years. Management also executed its own organizational restructuring in 2015 to transition to performance marketing from traditional approaches. Eric Baker is familiar with StubHub's operations as he was a founder of StubHub in 2000 before founding Viagogo in 2006. Revenue performance for Viagogo stand-alone operations since the end of the Google Inc's. suspension in November 2019 is on track with management's plan for full recovery. The ticketing industry faces regulatory scrutiny and the potential for legislation that could adversely impact Viagogo's business model. "Over the next two years, however, Moody's expects revenues in the secondary ticket marketplace will continue to grow at least in the mid single digit percentage range providing Viagogo the time needed to achieve most of its targeted cost synergies while reducing adjusted leverage to the mid-3x range," added Salas. Social risks include concerns regarding ticket prices in the secondary market both in the U.S. and abroad. There is also the potential for changes in consumer practices or regulations that could reduce profitability or require greater disclosures for the sector evidenced by prior regulatory actions taken against secondary ticket providers, including StubHub, Ticketron, and Viagogo. Notwithstanding the relatively high equity contribution to the $4 billion purchase price (i.e. more than 50% will be funded with new common and preferred equity), Moody's views Viagogo's financial policies to be aggressive given high financial leverage at closing. The company indicates it is focused on rapid improvement in leverage, but debt agreements include proposed terms that allow total leverage to increase to 5.50 times (as defined). Concentrated voting control, lack of public financial disclosure, and the absence of board independence are also incorporated in Viagogo's B1 CFR. Moody's treats the preferred shares as equity; however, initial investors in the preferred shares have the right to request that Viagogo conduct a sale process if an IPO or public listing of common stock has not occurred within 8 years of closing. The stable outlook reflects Moody's expectation that Viagogo will maintain its market position in major global regions, generate mid-single digit percentage revenue growth, and balance its allocation of free cash flow among growth investments, tuck-in acquisitions, and debt reduction until adjusted leverage improves to the mid to high 3x range. The outlook does not include debt financed transactions over the next 18 months, redemption of preferred shares in advance of adjusted leverage improving to the mid 3x range, or changes to regulations or consumer practices in major regions that could have a negative impact on secondary ticket sales. Ratings could be upgraded if the integration of the StubHub acquisition is largely completed and Viagogo is able to execute its operating strategy including realized cost synergies and consistent top line growth that lead to adjusted debt to EBITDA approaching 3 times. Viagogo would also need to improve adjusted EBITDA margins to 35% while maintaining disciplined financial policies. Ratings could be downgraded if Viagogo is unable to consistently grow revenues for combined operations or if a delay in achieving expected cost synergies results in Moody's expecting adjusted debt to EBITDA will be sustained above 4.5 times. In addition, there would downward rating pressure if adjusted EBITDA margins fall below 25% after year one or if regulatory actions or competitive pressures adversely affect Viagogo's profitability or market share. Viagogo's liquidity is very good supported by working capital inflows from upfront cash receipts in advance of reimbursements to ticket sellers, minimal capital expenditures, growing cash balances (net of cash due to ticket sellers), and full availability under the proposed $100 million, 5-year revolving credit facility. Moody's expects Viagogo to generate at least high single digit percentage adjusted free cash flow to debt over the 12 months post-closing, after which Moody's expects free cash flow to debt to exceed 15%. Ratings for Viagogo's debt instruments reflect both the overall probability of default of the company, reflected in the PDR of B1-PD, and an average recovery expectation at default. The senior secured 1st lien credit facilities are rated Ba3, one notch above the CFR reflecting their position in the capital structure, ahead of the proposed senior secured 2nd lien notes. The 2nd lien notes are rated B3, two notches below the CFR, reflecting their junior position in the capital structure. As proposed, the new term loan is expected to provide covenant flexibility for transactions that could adversely affect creditors including incremental facility capacity with an initial limit equal to the greater of $300 million or 55% of Consolidated EBITDA (as defined). Incremental facilities can increase further and will be limited primarily by (i) a 4.25x secured net leverage cap for secured debt issuances, and (ii) a 5.50x total net leverage cap or minimum 2.0x interest coverage test for unsecured debt issuances. Unrestricted subsidiaries are permitted, but proposed terms related to the release of subsidiary guarantees and collateral leakage through transfers to unrestricted subsidiaries have not been disclosed. Summary term sheet indicates a 100% net asset sale prepayment requirement stepping down to 50% when senior secured net leverage improves by 1.0x turns or more compared to the closing date ratio, and then 0% when the senior secured net leverage improves by 1.50x turns or more compared to closing. The following ratings were assigned: Issuer: PUG LLC (Viagogo) Corporate Family Rating -- Assigned B1 Probability of Default Rating -- Assigned B1-PD 1st Lien Senior Secured Revolving Credit Facility-- Assigned Ba3 (LGD3) 1st Lien Senior Secured Term Loan-- Assigned Ba3 (LGD3) 2nd Lien Senior Secured Notes -- Assigned B3 (LGD6) Outlook Action: Outlook is stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Viagogo provides an online marketplace for secondary tickets along with payment support, logistics, and customer service. Post-acquisition of StubHub, the combined company will be a leading ticket marketplace globally. Viagogo is majority owned by Madrone Capital Partners, Bessemer Venture Partners, and Eric Baker, CEO and founder, with Mr. Baker holding majority voting control. Pro forma revenues for combined operations are expected to total $1.3 billion for 2019. REVA MEDICAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: REVA Medical, Inc. 5751 Copley Drive, Suite B San Diego, CA 92111 Business Description: REVA Medical, Inc. -- https://www.revamedical.com -- is a medical device company focused on the development and commercialization of bioresorbable polymer technologies for vascular applications. The Company's products include the Fantom Encore and MOTIV bioresorbable vascular scaffolds for the treatment of coronary artery disease and below-the-knee peripheral artery disease, respectively. REVA is currently selling Fantom Encore in Germany, Switzerland, Austria, the Netherlands, Belgium, Luxembourg, Italy and Turkey and is in the process of commercializing Fantom Encore in seven additional countries. REVA was founded in 2010 and is based in San Diego, California. Chapter 11 Petition Date: January 14, 2020 Court: United States Bankruptcy Court District of Delaware Case No.: 20-10072 Judge: Hon. John T. Dorsey Debtor's General Bankruptcy Counsel: Stuart M. Brown, Esq. DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, DE 19801 Tel: 302-468-5700 Email: stuart.brown@us.dlapiper.com Debtors' Restructuring Advisor: ERNST & YOUNG LLP Debtors' Notice, Claims, Balloting Agent, & Administrative Advisor: BANKRUPTCY MANAGEMENT SOLUTIONS INC. D/B/A STRETTO https://case.stretto.com/reva/docket Total Assets as of Jan. 13, 2020: $5.9 million Total Debt as of Jan. 13, 2020: $104.5 million The petition was signed by Jeffrey Anderson, president. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/yzRMe9 List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Elliott Associates, L.P. Convertible $44,882,025 c/o Elliott Management Corporation Notes 40 West 57th Street New York, New York Attn: Rick Cohen Email: rcohen@elliottmgmt.com 2. Goldman Sachs Convertible $18,029,866 International Notes 25 Shoe Lane, Holborn, London, United Kingdom EC4A4AU Attn: REVA Medical, Inc., Account Manager Email: Jeremy.Evans@gs.com, Sarah.Castle@gs.com 3. Senrigan Master Fund Convertible $18,029,866 Senrigan Capital Group Limited Notes Level 11, LHT Tower 31 Queens Road Central Central Hong Kong Attn: Nick Taylor Email: nick.taylor@senrigancapital.com 4. Goldman Sachs Convertible $9,171,330 International Notes 25 Shoe Lane, Holborn, London, United Kingdom EC4A4AU Attn: REVA Medical, Inc. Account Manager Email: Jeremy.Evans@gs.com, Sarah.Castle@gs.com 5. Senrigan Master Fund Convertible $3,651,823 Senrigan Capital Group Limited Notes Level 11, LHT Tower 31 Queens Road Central Central Hong Kong Attn: Nick Taylor Email: nick.taylor@senrigancapital.com 6. Gildred Building Company Trade Payable $190,684 d/b/a Campus at Copley 550 W. C Street #1820 San Diego, CA 92101 Stephanie Kelner Email: stephanie@gildred.com 7. Rutgers University Professional $72,723 c/o Fox Rothschild, LLP Services Accounts Receivable-12 P.O. Box 5231 Princeton, NJ 08543-5231 Peter Butch Email: PButch@foxrothschild.com 8. Maxis, LLC Trade $53,188 c/o Kathleen Marshall Payable 7052 Hollow Lake Way San Jose, CA 95120 Kathleen Marshall Email: kmarshalll@maxismedical.com 9. Knobbe Martens Professional $50,000 Olson Bear LLP Services 2040 Main St. 14th Floor Irvine, CA 92614 Jane Dai Email: Jane.Dai@knobbe.com 10. American Preclinical Services Trade $42,415 8945 Evergreen Blvd. Payable Minneapolis, MN 55433 Michael Conforti Tel: 763-717-7990 Email: mconforti@apsemail.com 11. Donnelley Financial, LLC Professional $32,513 P.O. Box 842282 Services Boston, MA 02284-2282 Mike Metz Email: Mike.j.metz@dfinsolutions.com 12. BMK Scientific Consulting, Inc. Professional $22,500 25 Riverview Ave. Services Piscataway, NJ 08854 Joachim Kohn Email: kohn@dls.rutgers.edu 13. Pricewaterhousecoopers LLP Professional $22,500 P.O. Box 514038 Services Los Angeles, CA 90051-4038 Ellen Kilpatrick Email: Ellen.kilpatrick@pwc.com 14. CERC Cardiovascular European Trade $21,941 Research Center Payable 7 Rue De Theatre Massy, 91300 France Asmah Amrani M.Sc. Tel: +33 (0) 1 76 73 9219 Email: aamrani@cerc-europe.org 15. Intrado Digital Media LLC Trade $20,940 Formerly West LLC Payable c/o Nasdaq P.O. Box 780700 Philadelphia, PA 19178-0700 John Carlo Recto Email: Johncarlo.recto@west.com 16. CPA Global Limited Trade $20,003 2318 Mill Road Payable 12th Floor Alexandria, VA 22314 Malin Walker Email: mwalker@cpaglobal.com 17. Grant Thornton, LLP Professional $20,000 P.O. Box 51552 Services Los Angeles, CA 90051-5852 Brett Beightol Email: Brett.beightol@us.gt.com 18. Warszawski Uniwerytet Trade $18,568 Medyczny Payable Ul. Banancha 1A Warsaw, 02-097 Poland Dr. Lukasz Koltowski Investigator Email: lukasz@koltowski.com 19. Rutgers, University of New Trade $18,527 Jersey Finance & Admin Payable Office Of Technology Commercial 33 Knightsbridge Rd 2nd Fl. E Piscataway, NJ 08854 Yair Harel Email: Yharel@Ored.Rutgers.Edu 20. Advancedcath Trade $16,100 Technologies Inc. Payable 176 Component Drive San Jose, CA 95131 Customer Service ADC SJ Email: csr.sanjose@te.com RIOT BLOCKCHAIN: Gets Initial Order of Bitmain S17 Pro Antminers ---------------------------------------------------------------- Riot Blockchain, Inc. receives approximately 3,000 S17 Pro Antminers from BitmainTech PTE. LTD., arriving at Riot's Oklahoma City mining facility in late December 2019. The Riot team has commenced deploying the new S17 Pro generation miners. This initial purchase was previously announced on Dec. 4, 2019. The deployment of the new miners is advancing rapidly, and Riot has secured additional temporary labor to accelerate the upgrade process. Riot anticipates receipt of the second order of 1,000 S17 Pro Antminers from Bitmain during January 2020, as previously announced by the Company on Dec. 12, 2019. Assuming a late January 2020 receipt of the second Bitmain order of 1,000 S17 Pro Antminers, as scheduled, the full upgrade of its Oklahoma City mining facility to the new S17 Pro generation of miners could be completed over approximately the next four weeks. Riot estimates the aggregate operating hashrate at the Oklahoma City mining facility, assuming full utilization of the facility's current total 12 megawatt available electric supply and full deployment of the total 4,000 next generation miners, to be approximately 248 petahash per second. This would represent an estimated 240% increase over Riot's present average mining hashrate. Riot anticipates that total deployment of the 4,000 S17 Pro new miners will represent approximately 90% of the Oklahoma City's mining facility's total current capacity. Riot Blockchain, one of the few Nasdaq listed public cryptocurrency mining companies in the United States, announced in December 2019 the purchase of 4,000 next generation Bitmain S17 Pro Antminers for approximately US$6.35 million from Bitmain. Over the coming weeks Riot will be evaluating possible next steps for its approximate 7,500 S9 miners, a majority of which are being taken off-line to make room for the new generation miners. The Company plans to provide further updates as it progresses. About Riot Blockchain Headquartered in Castle Rock, Colorado, Riot Blockchain -- http://www.RiotBlockchain.com/-- is focused on building, operating, and supporting blockchain technologies. Its primary operations consist of cryptocurrency mining, targeted development of a cryptocurrency exchange, and the identification and support of innovations within the sector. Riot Blockchain reported a net loss of $60.21 million in 2018 following a net loss of $19.97 million in 2017. As of Sept. 30, 2019, the Company had $32.98 million in total assets, $4.79 million in total liabilities, and $28.19 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 2, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ROCKIN R INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Rockin R Industrial, LLC PO Box 2544 Cleburne, TX 76033 Case No.: 20-40191 Business Description: Rockin R Industrial, LLC, based in Cleburne, Texas, is an industrial maintenance and fabrication company. Chapter 11 Petition Date: January 14, 2020 Court: United States Bankruptcy Court Northern District of Texas 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: $1 million to $10 million The petition was signed by Calvin Rogers, 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/4nsso5 ROMANS HOUSE: Files Motion to Waive PCO Appointment --------------------------------------------------- Romans House, LLC, and Healthcore System Management, LLC, are asking the Bankruptcy Court to enter an order waiving the appointment of a patient care ombudsman. The Debtors are currently operating two different assisted living centers. They are both substantially current on their prepetition obligations. Romans owns the real property from which it operates. Healthcore operates under a lease agreement by and between Healthcore and Pender West Credit 1 REIT, LLC, which agreement terminates on Dec. 10, 2019. The Debtors and the Debtors' principals are a party to a settlement agreement with Pender West, Pender Capital Asset Based Lending Fund 1, LP, and Pender Capital Management, LLC. The Lease is a product of the Settlement Agreement. Under the terms of the Loan Agreement, Romans executed a Promissory not in favor of Pender West in the original principal sum of $9,450,000, which note accrues interest at the contract rate of 11% per annum. The Debtors tell the Court that the appointment of an ombudsman will increase the cost of the administration of the estate to the detriment of the Debtors and to the potential detriment of unsecured creditors of his bankruptcy estate and given that the Debtors have procedures in place to ensure continued appropriate care of its residents and of their records, and given the fact that the Debtors have no history of resident problems with respect to the provision of care or the custody of records, it is submitted that appointment of an ombudsman in this case is not necessary. Proposed Counsel for Debtors: Robert T. DeMarco Michael S. Mitchell DeMarco and Mitchell LLC 1255 W. 15th Street, 805 Plano, TX 75075 Tel: 972‐578‐1400 Fax: 972‐346‐6791 E-mail: robert@demarcomitchell.com E-mail: mike@demarcomitchell.com A full-text copy of PCO Appointment Waiver is available at https://tinyurl.com/vr3ufnd from PacerMonitor.com at no charge. About Romans House Based in Forth Worth, Texas, Romans House, LLC, operates Tandy Village Assisted Living, a continuing care retirement community and assisted living facility for the elderly in Fort Worth, Texas. Affiliate Healthcore System Management, LLC, operates Vincent Victoria Village Assisted Living, also an assisted living facility for the elderly. Romans House, LLC, and Healthcore System sought Chapter 11 protection (Bankr. N.D. of Tex. Case No. 19-45023 and 19-45024) on Dec. 9, 2019. Romans House was estimated to have $1 million to $10 million in assets and liabilities while Healthcore was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities The Hon. Edward L. Morris is the case judge. DEMARCO MITCHELL, PLLC, is the Debtors' counsel. RUBY’S DINER: In Talks, Seeks to Delay Outline Hearing to Jan. 23 ------------------------------------------------------------------- Ruby's Diners, Inc. and its Debtor Affiliates renew their request that the hearing on approval of the Debtors' Second Amended Joint Disclosure Statement describing the Second Amended Joint Plan of Reorganization be continued to Jan. 23, 2020. Virtually all parties in interest in these cases support the Debtors’ request for a continuance and further, based upon the Cavanaugh Declaration, the Office of the United States Trustee supports the Debtors' Renewed Request for a continuance. Virtually all of the parties in interest agree that the appointment of chapter 11 trustee in these cases, would be financially disastrous to all parties in interest. While the cases have been exceedingly difficult and expensive, the parties believe that they are on the verge of resolving all remaining issues and, if the Disclosure Statement hearing is continued to on or about Jan. 23, 2020, the cases will proceed to an uncontested confirmation hearing. A full-text copy of the Motion is available at https://tinyurl.com/rowjw8w from PacerMonitor.com at no charge. The Debtors are represented by: William N. Lobel PACHULSKI STANG ZIEHL & JONES LLP 650 Town Center Drive, Suite 1500 Costa Mesa, California 92626 Telephone: (714) 384-4740 Facsimile: (714) 384-4741 E-mail: wlobel@pszjlaw.com About Ruby's Diner Ruby's Diner, Inc. -- https://www.rubys.com/ -- is a restaurant chain headquartered in Irvine, California. Founded by Doug Cavanaugh and Ralph Kosmides in 1982, it also has locations in California, Nevada, Arizona, Texas, Pennsylvania and New Jersey. Ruby's Diner, Inc., along with its affiliates, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-13311) on Sept. 5, 2018. In the petition signed by CEO Douglas S. Cavanaugh, RDI was estimated to have assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Catherine E. Bauer oversees the case. Ruby's Franchise Systems, Inc., the creator of Ruby's Diner, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-13324) on Sept. 6, 2018, estimating less than $50,000 in assets and $1 million to $10 million in liabilities. The RDI Debtors tapped Pachulski Stang Ziehl & Jones LLP as legal counsel, and GlassRatner Advisory & Capital Group LLC as financial advisor. The RDI Debtors retained Donlin Recano & Company, Inc., as their claims, noticing and balloting agent. RFS tapped Theodora Oringher PC as general insolvency counsel and Armory Consulting Co. as its financial advisor. On Sept. 19, 2018, the U.S. Trustee appointed an Official Committee of Unsecured Creditors in the RDI Chapter 11 Case. The Committee is represented by Winthrop Golubow Hollander, LLP as its insolvency counsel and Force 10 Partners as its financial advisor. No official committee was appointed in the RFS Chapter 11 case. SEDGWICK LLP: 12.8% Payout for Unsecureds in Committee-Backed Plan ------------------------------------------------------------------ Sedgwick, LLP, and its Official Committee of Unsecured Creditors have proposed a Joint Plan of Liquidation for the Debtor. The Plan sets forth a proposal for the resolution of all Claims against and Interests in the Debtor. In sum, the Plan provides for the Debtor to continue its wind-down efforts after confirmation with its administration to be handled by the Liquidating Trustee replacing the Dissolution Committee as the responsible party. The Plan also embodies and seeks approval of the Former Partner Settlement, which is a settlement between the Debtor and its Estate and 47 Former Partners of the Debtor pursuant to which: (i) the Settling Former Partners will pay the Estate $1,921,000 on or before 14 days after Effective Date; (ii) Debtor's counsel will reduce its allowed fees on its final fee application by $10,500; (iii) the Debtor and its Estate will release all claims against the Settling Former Partners; (iv) the Settling Former Partners will release all claims against the other Settling Former Partners; and (v) the consideration paid by the Settling Former Partners is conditioned on the implementation of Section 9.4 of the Plan and a good faith finding pursuant to Section 877.6 of the California Code of Civil Procedure. In addition to the forty-seven Settling Former Partners who are parties to the existing Former Partner Settlement, additional Former Partners may reach settlements with the Proponents; however, any new settlement with a Former Partner is conditioned upon an agreement with the Committee and Debtor. Any Former Partner who becomes a Settling Former Partner will be entitled to the benefit of Section 9.4 of the Plan and Section 877.6 of the California Code of Civil Procedure and such partner will be required to release the other Settling Former Parties. The Plan contemplates the liquidation of all of the Debtor's assets -- which shall be transferred to the Liquidating Trust as Liquidating Trust Assets -- for the benefit of the holders of Allowed Claims and Allowed Interests, if any. The resulting funds, after payment of Plan Expenses, will be made available for distribution to holders of Allowed Claims and Allowed Interests, if any, in accordance with the terms of the Plan. The Liquidating Trustee's operation of the Liquidating Trust will be for the purpose of liquidating and monetizing Liquidating Trust Assets, which consist primarily of the Accounts Receivables, Retained Claims, and Defenses. Payments under the Plan (as well as the operating costs of the Liquidating Trust) will be funded through a combination of: (1) cash on hand, (2) the collection of accounts receivable, (3) equity distributions from the U.K. LLP, (4) the Former Partner Settlement, and (5) the proceeds of causes of actions against third parties. Post-Effective Date distributions to Creditors under the Plan will depend to a great extent on the successful prosecution and/or settlement of claims and actions against third parties; therefore, it is impossible to predict, at this moment, the exact timing or amount of distributions to Class 2 General Unsecured Creditors. Assuming the projected recoveries are realized, at present, the Debtor estimates that an initial distribution to Class 2 General Unsecured Creditors should be made within nine months after Confirmation but such date and timing will be within the determination and discretion of the Liquidating Trustee and the Oversight Committee. As distributions to Class 2 General Unsecured Creditors are made on a pro rata basis, the amount of distributions to Unsecured Creditors will also depend on the total dollar amount of Allowed Claims in each Class. The Debtor has not completed its analysis of every Claim. Nor has it completed the process of objecting to Claims. The Debtor's best estimate, however, at this time, is that if all potential objections to Claims were resolved in its favor, the total amount of Allowed Class 2 General Unsecured Claims would be approximately $20,400,000. The amount of Class 2 Claims in excess of $20,400,000 that remain in dispute is approximately $8,000,000 According to the Disclosure Statement, General Unsecured Claims estimated at $20.4 million are projected to recover 12.8%. The estimate does not include all projected litigation recoveries. The actual dividend could be less than 12.8%, or if the litigations are extremely successful, could be higher than 12.8%. Each holder of an Allowed Class 2 Claim shall receive, a Pro Rata Share of Net Available Cash after deductions for the payment (or appropriate reserve for) the Allowed Claims of senior classes of Claims and reserves for Disputed Claims, Professional Fees and/or Plan Expenses. The Liquidating Trust will be capitalized with Available Cash, the Former Partner Settlement Payments ($1,931,500), the proceeds from the U.K. LLP Equity (approximately $700,000), Accounts Receivable (face value of approximately $1.6 million), and the proceeds from any Retained Claims and Avoidance Actions. In addition, Class 1 Insured Malpractice Claims shall be fully satisfied from the proceeds of any applicable Malpractice Policy. The Court has already approved the Disclosure Statement explaining the Chapter 11 Plan. A hearing to consider confirmation of the Plan is slated for Jan. 30, 2020 at 10:00 a.m. (Pacific Time). A full-text copy of the Disclosure Statement dated Dec. 16, 2019, is available at https://tinyurl.com/vnkq57u from PacerMonitor.com at no charge. Attorneys for Sedgwick, LLP: John W. Lucas Pachulski Stang Ziehl & Jones LLP 150 California Street, 15th Floor San Francisco, California 94111-4500 Telephone: 415.263.7000 Facsimile: 415.263.7010 E-mail: jlucas@pszjlaw.com Attorneys for the Official Committee of Unsecured Creditors: Alan M. Feld Michael M. Lauter Shadi Farzan SHEPPARD, MULLIN, RICHTER & HAMPTON LLP A Limited Liability Partnership Including Professional Corporations Four Embarcadero Center, 17th Floor San Francisco, California 94111-4109 Telephone: 415.434.9100 Facsimile: 415.434.3947 E-mail afeld@sheppardmullin.com mlauter@sheppardmullin.com sfarzan@sheppardmullin.com About Sedgwick LLP Sedgwick LLP is a San Francisco, California-based firm that provided legal advisory services. The firm's focus areas include antitrust, bankruptcy, business and commercial litigation, intellectual property, mass tort, reinsurance, surety, and estate planning. Sedgwick LLP was founded in 1933 and has offices in Chicago, Dallas, Kansas City, London, Los Angeles, Miami, New York and Seattle. Sedgwick LLP filed for bankruptcy protection (Bankr. N.D. Cal. Case No. 18-31087) on Oct. 2, 2018. In the petition signed by Curtis D. Parvin, chair of Dissolution Committee, the Debtor estimated assets and liabilities of $1 million to $10 million. The case is assigned to Judge Hannah L. Blumenstiel. The Debtor tapped John W. Lucas, Esq., Richard M. Pachulski, Esq., and John D. Fiero, Esq. of Pachulski Stang Ziehl & Jones LLP, as counsel. The official committee of unsecured creditors initially tapped Pillsbury Winthrop Shaw Pitman LLP as counsel, but the committee later retained Baker & Hostetler LLP as substitute counsel. SELECTA BIOSCIENCES: Mangrove Partners Reports 8.9% Equity Stake ---------------------------------------------------------------- The Mangrove Partners Master Fund, Ltd., Mangrove Partners, and Nathaniel August disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2019, they beneficially own 7,881,774 shares of common stock of Selecta Biosciences, Inc., which represents 8.9 percent of the shares outstanding. This percentage was calculated based on the sum of (i) 86,325,547 Shares outstanding as of Dec. 23, 2019, based on information provided by the Issuer and (ii) 2,627,258 Shares issuable upon exercise of the Common Warrants. This Statement relates to Shares held by the Master Fund, as well as Shares that the Master Fund has the right to acquire within 60 days upon exercise of warrants to purchase Shares. Beneficial ownership of the Shares is also claimed by (i) Mangrove Partners which serves as the investment manager of the Master Fund, and (ii) Nathaniel August who is the principal of Mangrove Partners. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/dDJ287 About Selecta Biosciences Based in Watertown, Massachusetts, Selecta Biosciences, Inc. -- http://www.selectabio.com/-- is a clinical-stage biotechnology company focused on unlocking the full potential of biologic therapies based on its immune tolerance technology (ImmTOR) platform. Selecta plans to combine ImmTOR with a range of biologic therapies for rare and serious diseases that require new treatment options due to high immunogenicity. The Company's current proprietary pipeline includes ImmTOR-powered therapeutic enzyme and gene therapy product candidates. SEL-212, the Company's lead product candidate, is being developed to treat chronic refractory gout patients and resolve their debilitating symptoms, including flares and gouty arthritis. Selecta's proprietary gene therapy product candidates are in preclinical development for certain rare inborn errors of metabolism and incorporate ImmTOR with the goal of addressing barriers to repeat administration. Selecta Biosciences reported net losses of $65.33 million in 2018, $65.32 million in 2017, and $36.21 million in 2016. As of Sept. 30, 2019, the Company had $39.54 million in total assets, $44.46 million in total liabilities, and a total stockholders' deficit of $4.91 million. Ernst & Young LLP, in Boston, Massachusetts, the Company's auditor since 2009, issued a "going concern" opinion in its report dated March 15, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses from operations and insufficient cash resources and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SKEFCO PROPERTIES: Trustee Taps Manier & Herod as Legal Counsel --------------------------------------------------------------- Michael Collins, the Chapter 11 trustee for Skefco Properties Inc., received approval from the U.S. Bankruptcy Court for the Western District of Tennessee to hire his own firm, Manier & Herod, P.C., as his legal counsel in the company's Chapter 11 case. The services to be provided by the firm include legal advice regarding the trustee's rights, powers and duties in Skefco's bankruptcy case; negotiations with creditors; and representation of the trustee in all litigation aspects of the case and any related proceeding involving the bankruptcy estate. The hourly rates for the firm's attorneys and paralegals are: Principals $305 - $450 Associates $175 - $275 Paralegals $80 - $130 Manier & Herod is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Michael E. Collins, Esq. Robert W. Miller, Esq. Manier & Herod, P.C. 1201 Demonbreun Street, Suite 900 Nashville, TN 37203 Tel: 615-244-0030 Fax: 615-242-4203 E-mail: rmiller@manierherod.com About Skefco Properties Skefco Properties, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-26580) on Aug. 20, 2019. At the time of the filing, the Debtor disclosed $4,473,400 in assets and $1,693,357 in liabilities. Judge Jennie D. Latta oversees the case. The Debtor is represented by the Law Office of John E. Dunlap. Michael E. Collins, Esq., was appointed as the Debtor's Chapter 11 trustee. The Trustee is represented by Manier & Herod, P.C. SMARTER TODDLER: Taps Davidoff Hutcher as New Counsel ----------------------------------------------------- Smarter Toddler Group, LLC, received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Davidoff Hutcher & Citron LLP as its new legal counsel. Davidoff will substitute for Rattet PLLC, the firm handling the Debtor's Chapter 11 case. The services to be provided by Davidoff include negotiating with creditors to prepare a bankruptcy plan and advising the Debtor on any potential refinancing of its secured debt and sale of its business. The hourly rates range from $325 to $700 for the firm's attorneys and from $195 to $325 for paraprofessionals. Davidoff is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Robert L. Rattet, Esq. Davidoff Hutcher & Citron LLP 605 Third Avenue New York, NY 10158 Phone: (212) 557-7200 E-mail: rlr@dhclegal.com About Smarter Toddler Group Smarter Toddler Group, LLC -- https://www.smartertoddler.net/ -- is a pre-school in New York. It offers early childhood education, top tier private preschools, pre-k, child day care centers, nursery, infant childcare, baby activities, toddler enrichment classes, art, music, movement classes, science, yoga, dance, languages, sign language, literacy, kindergarten prep, GNT gifted and talented test prep tutoring, and G&T preparation. Smarter Toddler Group sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-13097) on Sept. 27, 2019, in Manhattan. In the petition signed by Kettia Ming, manager, the Debtor was estimated to have assets between $1 million and $10 million, and liabilities of the same range. Judge Shelley C. Chapman oversees the case. Davidoff Hutcher & Citron LLP is the Debtor's legal counsel, substituting for Rattet PLLC. SMOKY MOUNTAIN: Court Confirms Reorganization Plan -------------------------------------------------- On Dec. 18, 2019, the U.S. Bankruptcy Court for the Western District of North Carolina, Asheville Division, convened a hearing to consider the Amended Plan of Reorganization of Smoky Mountain Country Club Property Owners' Association, Inc., and creditor SMCC Clubhouse, LLC. On Dec. 19, 2019, Judge George R. Hodges ordered that: * The Bankruptcy Court entered the Disclosure Statement Order that, among other things, approved the Disclosure Statement as containing adequate information within the meaning of section 1125(a) of the Code. * The Plan, as amended or modified, including all exhibits and attachments to the Plan is approved and the Plan is confirmed under section 1129 of the Code. The Plan, including all terms, all exhibits and attachments of the Plan, as amended or modified, are incorporated by reference into and are an integral part of this Confirmation Order. * The Debtor shall pay $1,500,000, to be credited against the principal sum of the Judgment. * Upon payment in full of the Allowed amount of the Claims of Fairway Oaks and CCLP as set forth in Section 4.3 of the Plan, CCLP and Fairway Oaks shall dismiss the Fairway Litigation with prejudice, including with respect to all of the Debtor's codefendants. * Upon payment of all amounts due to SMCC Clubhouse under Section 4.4.1 of the Plan, as well as the first $500,000 of the amount due to SMCC Clubhouse under Section 4.4.3 of the Plan, SMCC Clubhouse shall execute and record a release of the Judgment Lien on the Condominium Common Element. * The Confirmation Order shall constitute all approvals and consents required by the laws, rules or regulations of any state or any other governmental authority with respect to the implementation or consummation of the Plan and any documents, instruments or agreements, and any amendments or modifications, and any other acts referred to in or contemplated by the Plan, the Disclosure Statement and any documents, instruments or agreements, and any amendments. A full-text copy of the Order Confirming the Plan is available at https://tinyurl.com/wvnnofq from PacerMonitor.com at no charge. About Smoky Mountain Country Club Property Smoky Mountain Country Club Property Owners Association, Inc., a North Carolina nonprofit corporation, is an association of homeowners of the Smoky Mountain Country Club, a residential planned community, in Whittier, North Carolina. Smoky Mountain Country Club Property Owners Association, Inc. filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 19-10286) on July 26, 2019. In the petition signed by Paul DeCarlo, president, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge George R. Hodges. John R. Miller Jr., Esq. at Rayburn Cooper & Durham, P.A., represents the Debtor. SOUTHCROSS ENERGY: Revolver, Term Loan Recoveries Reduced in Plan ----------------------------------------------------------------- Southcross Energy Partners, L.P. and its Affiliated Debtors filed a First Amended Chapter 11 Plan that now say that the holders of Prepetition revolving credit facility claims owed $81.29 million will have a 38.1% recovery instead of 47.7% recovery; and holders of prepetition term loan claims owed $309.4 million in Class 4, are projected to have a 12.4% recovery, lower than the 26.0% previously projected. According to the Disclosure Statement Supplement, the First Amended Chapter 11 Plan is substantially similar to the Original Plan and reflects certain operational issues relating to the Debtors' businesses as well as other facts and circumstances in the Chapter 11 Cases. The Amended Plan is the outcome of extensive negotiations among the Debtors and certain of their key stakeholders -- including an ad hoc group representing more than 70% in aggregate amount of the debt held by the Debtors' prepetition and post-petition lenders (the "Ad Hoc Group") -- that began almost a year ago. The Amended Plan contemplates a restructuring that will deleerage the Debtors' balance sheet, distribute the procceeds of the Debtors' MS/AL Asset and CCPN assets to the Debtors creditors, and enable the Debtor to reorganize around their South Texas assets, and leave the Debtors positioned to succeed in the highly competitive natural gas midstream industry. On Nov. 7, 2019, the Court entered the Disclosure Statement Order, after which, on Nov. 7, 2019, the Debtors filed solicitation versions of the Original Plan and the Disclosure Statement. The Debtors then served solicitation packages and related documents in accordance with the Disclosure Statement Order. The Debtors have determined that the Original Plan and the Disclosure Statement require amendment and/or supplementation to ensure that all parties in interest, particularly the creditors in the classes entitled to vote (the "Voting Classes"), have "adequate information" within the meaning of section 1125 of the Bankruptcy Code in advance of the Voting Deadline and the Confirmation Hearing . Based on the non-renewal of a material customer contract, and certain other factors, the Debtors, in consultation with their advisors, have revised the Liquidation Analysis, Financial Projections, and Valuation Analysis, and, in addition have made certain other changes to the Original Plan. The treatment for each class of creditors under the Amended Plan is substantially the same as the treatment set forth in the Original Plan. However, the Amended Plan provides that if 100% of the holders of Allowed Roll-Up DIP Claims fail to consent to the treatment of Allowed Roll-Up DIP Claims set forth in Section 3.1 of the Amended Plan, such holders will be given substantially the same treatment through the consummation of the Credit Bid Transaction. As set forth in Section 7.3 of the Amended Plan and described in Article IV herein, the Credit Bid Transaction, if implemented, would be consummated by transferring all or substantially all of the Debtors' assets (other than as necessary to satisfy the New Money DIP Claims, the Carve-Out and the Wind Down Budget) to a newly formed acquisition company ("NewCo") in exchange for the Roll-Up DIP Claims, Prepetition Revolving Credit Facility Claims, and Prepetition Term Loan Claims, as credit bid by the DIP Agent and Prepetition Agents at the direction of the Credit Bid Required Lenders. Creditors in the Voting Classes would each receive their Pro Rata Share of the New Common Units and New Preferred Units issued by NewCo (instead of Reorganized Southcross) on the same terms set forth in the Original Plan. This Disclosure Statement Supplement (including by reference to certain provisions of the Disclosure Statement) includes, among other things, (i) information pertaining to the Debtors’ prepetition business operations and financial history and (ii) the events leading up to the Chapter 11 Cases. In addition, this Disclosure Statement Supplement (including by reference to certain provisions of the Disclosure Statement) includes an overview of the Amended Plan (which overview sets forth certain terms and provisions of the Amended Plan), the effects of confirmation of the Amended Plan, certain risk factors associated with the Amended Plan, the manner in which distributions will be made under the Amended Plan, and how the Amended Plan differs from the Original Plan. This Disclosure Statement Supplement also discusses the confirmation process and the procedures for voting, which procedures must be followed by the holders of Claims entitled to vote under the Amended Plan in order for their votes to be counted; provided, as discussed in in subsection E below, parties entitled to vote are authorized to rely upon Ballots submitted in connection with the Origina l Plan; only the latest dated Ballot timely received will be deemed to reflect the voter's intent respecting the Amended Plan and, thus, will supersede any prior Ballots. Parties entitled to vote shall be authorized in their sole discretion to complete an electronic Ballot and electronically sign and submit the Ballot to the Claims Agent. The Amended Plan provides that the holders of Prepetition Revolving Credit Facility Claims owed $81.29 million in Class 3 will have a 38.1% recovery, which is lower than the projected 47.7% recovery in the Original Plan. Holders of prepetition term loan claims owed $309.4 million in Class 4, are projected to have a 12.4% recovery, lower than the 26.0% projected in the Original Plan. The Amended Plan and the Original Plan both projected that general unsecured creditors owed $215,150 are projected to have a 0% recovery. A hearing to consider confirmation of the Plan is slated for Jan. 27, 2020 at 10:30 a.m. (prevailing Eastern Time). A full-text copy of the Disclosure Statement Supplement for First Amended Chapter 11 Plan dated Dec. 16, 2019, is available at https://tinyurl.com/vsrllwe from PacerMonitor.com at no charge. Counsel to the Debtors: Marshall S. Huebner Darren S. Klein Steven Z. Szanzer DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 Local Counsel to the Debtors: Robert J. Dehney Andrew R. Remming Joseph C. Barsalona II Eric W. Moats MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 About Southcross Energy Partners Southcross Energy Partners, L.P. --http://www.southcrossenergy.com/ -- is a publicly traded company that provides midstream services to natural gas producers and customers, including natural gas gathering, processing, treatment and compression, and access to natural gas liquid (NGL) fractionation and transportation services. It also purchases and sells natural gas and NGLs. Its assets are located in South Texas, Mississippi and Alabama, and include two cryogenic gas processing plants, a fractionation facility and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross Energy is headquartered in Dallas, Texas. Southcross Energy Partners and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10702) on April 1, 2019. The Debtors disclosed total assets of $610.4 million and total liabilities of $614.3 million as of April 1, 2019. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Davis Polk & Wardwell LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Alvarez & Marsal as financial advisor; Evercore Group LLC as investment banker; and Kurtzman Carson Consultants LLC as notice and claims agent and administrative advisor. SOUTHFRESH AQUACULTURE: CFO Says Court Should Confirm 100% Plan --------------------------------------------------------------- Justin Funk, chief financial officer and secretary of debtor SouthFresh Aquaculture, LLC, filed a declaration in support of confirmation of the Debtor's First Amended Plan of Reorganization. In his opinion, the Liquidation Analysis reflects a reasonable estimate of liquidation values; and, based on the amount of secured claims and other claims asserted by creditors and the liquidation value of the Debtor's assets, holders of general unsecured, non-priority claims likely would receive 15% or less of the amount of their claims in a chapter 7 liquidation. By contrast, under the Debtor's Plan, such holders are to receive 100% of their Allowed Claims on or before the Effective Date. The source of funds to make payments to creditors under the Plan will be from the Processing Rights Redemption Pool supplied by the Plan Sponsor, AFC, and available Cash on hand or otherwise generated by the Reorganized Debtor’s continued business operations. It is further his opinion that the Debtor will, with the availability of the Exit Financing Facility, have sufficient funds after the Effective Date of the Plan to fund all of its future operations and to pay all obligations set forth in the Plan as and when due. Additionally, the Debtor believes that it will be able to repay or refinance on commercially reasonable terms the Exit Financing Facility and operate the Reorganized Debtor on a profitable basis after it emerges from this Case based on the Financial Projections. The Debtor is current on its payments to the Bankruptcy Administrator, and the Debtor intends to pay any and all additional fees payable to the Bankruptcy Administrator as and when due and payable. A full-text copy of Justin Funk's declaration is available at https://tinyurl.com/rtkvmfu from PacerMonitor.com at no charge. About SouthFresh Aquaculture A subsidiary of Alabama Farmers Cooperative, SouthFresh Aquaculture LLC -- http://www.southfresh.com/-- is a catfish-centered business committed to sustainable aquaculture practices. Founded in 1987, the company's primary business is domestic catfish processing. It processes millions of pounds of catfish per year for food service and retail industries. SouthFresh Aquaculture sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-70152) on Jan. 28, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of between $10 million and $50 million. The case is assigned to Judge Jennifer H. Henderson. The Debtor tapped Maynard, Cooper & Gale, P.C., as its legal counsel. SPIRIT AEROSYSTEMS: Moody's Cuts Sr. Unsec. Debt Rating to Ba2 -------------------------------------------------------------- Moody's Investors Service downgraded the senior unsecured debt rating of Spirit AeroSystems, Inc. to Ba2 from Baa3, and concurrently assigned the company a Ba2 Corporate Family Rating, a Ba2-PD Probability of Default Rating, and an SGL-4 Speculative Grade Liquidity rating. All ratings are on review for downgrade. "The downgrade reflects our expectation that Spirit's liquidity profile will quickly and materially erode in the absence of mitigating developments that remain largely out of the company's control," said Eoin Roche, Moody's lead analyst for Spirit. Recent events have led Moody's to assert that Spirit's earnings and cash generating capability have weakened meaningfully relative to historical trends and prior expectations, and will likely remain as such for at least the next two years. "Pending layoffs of size suggest ongoing event risk and operational disruption related to now much slower anticipated resumption of production on the MAX program, upon which Spirit is heavily dependent for about half of its revenue and the majority of its earnings and cash flow," added Roche. "The combination of Spirit's heavy concentration on the MAX program and meaningfully lower anticipated build rates will result in a significant disconnect between revised sales as forecast and a cost base established for what was supposed to have been a multiple of the now likely materially revised plan for volume throughput," according to Roche. Moody's indicated in an industry report late last week that this is expected to result in substantial operational disruption and significant financial pressure for both Spirit and the broader MAX supply chain. Moody's continues to expect that some negotiated agreement between Spirit and Boeing will likely be achieved, probably relatively near term. But the rating agency noted heightened uncertainty and elevated financial risk for all affected parties, including the many hundreds of suppliers that participate on one of the biggest aircraft programs in the world. RATINGS RATIONALE The Ba2 corporate family rating reflects Spirit's considerable scale as a strategically important supplier in the aero-structures market, as well as the company's strong competitive standing supported by its life-of-program production agreements and long-term requirements contracts on key Boeing and Airbus platforms. Favorable fundamentals in commercial aerospace, with record OEM backlog and good growth prospects in military end-markets, are broadly expected to support sales growth over the longer-term. These considerations are tempered by a high degree of platform and customer concentration and associated financial and operational risk relating to the MAX production halt, which will quickly erode liquidity and prompts heightened uncertainty that will be particularly acute in the first half of 2020 if not resolved in relatively short order. Moody's ratings are on review for possible downgrade. The review will primarily consider: (1) the financial impact of the halt in production of Spirit's most important aerospace platform, including the forward earnings and cash flow profile and the ensuing ability to remain compliant with financial maintenance covenants; (2) the terms, benefits and duration of any negotiated agreement between Spirit and Boeing; (3) the sufficiency of backstop liquidity provisions; (4) the duration of the shutdown and the likely timing of the ungrounding of the 737 MAX by various regulators; and (5) the resilience of Spirit's supply chain and any related backstop provisions that will be needed to maintain the health of the same, during the shut-down period and when production and pending rate increases resume. The following is a summary of the rating actions: Issuer: Spirit Aerosystems, Inc. Downgrades: Senior Unsecured, downgraded to Ba2 (LGD 3), on review for downgrade, previously Baa3, on review for downgrade Assignments: Corporate Family Rating assigned at Ba2, on review for downgrade, Probability of Default Rating assigned at Ba2-PD, on review for downgrade, Speculative Grade Liquidity Rating assigned at SGL-4 Outlook Actions: Outlook, Rating on Review Headquartered in Wichita, Kansas, Spirit AeroSystems, Inc., is a subsidiary of publicly traded (NYSE: SPR) Spirit AeroSystems Holdings, Inc. The company designs and manufacturers aerostructures for commercial aircraft. Components include fuselages, pylons, struts, nacelles, thrust reversers and wing assemblies, principally for Boeing but also for Airbus and others. Revenues for the last twelve months ended September 30, 2019 were approximately $7.7 billion. The principal methodology used in these ratings was Aerospace and Defense Industry published in March 2018. STG-FAIRWAY HOLDINGS: S&P Affirms 'B' ICR; Outlook Negative ----------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Atlanta-based STG-Fairway Holdings LLC (doing business as First Advantage Corp.) and revised its outlook to negative. The rating affirmation follows private equity firm Silver Lake Partners' decision to acquire First Advantage. The transaction will be funded with a $620 million first-lien term loan, $195 million second-lien term loan, and equity (including management rollover). The company will also have access to a $75 million first-lien revolving credit facility, undrawn at close. S&P assigned its 'B' issue-level and '3' recovery rating to the proposed first-lien credit facilities and its 'CCC+' issue-level and '6' recovery rating to the proposed second-lien term loan. The negative outlook reflects First Advantage's high pro forma debt leverage and that an increasingly competitive landscape and slowing economic growth may limit the company's ability to maintain share. Pro forma for the transaction, S&P expects First Advantage's year end 2019 leverage to increase to the low-7x area, from 4.9x for the same period. Though S&P's base case assumes leverage improves to the high-6x area by the end of 2020, the rating agency's outlook captures the risk that rising competition may hinder the company's ability to delever. S&P believes that First Advantage's current leading competitive position may be challenged as players increase the sophistication of their product and service offerings, making it difficult for First Advantage to capture share for background screening services. The negative outlook reflects First Advantage's elevation in pro forma leverage and S&P's view that over the next 12 months, improvement in credit metrics may be challenged by a more intense competitive environment and gradual deceleration of U.S. economy. "We could lower the rating if leverage remains above 7x or free operating cash flow (FOCF) to debt remains below 5% due to competitive pressures or a slowdown in hiring, resulting in lower revenue and a need for increased investment spending. We could also lower the rating if First Advantage pursues large debt-funded acquisitions or dividends," S&P said. "We could revise the outlook to stable over the next 12 months if First Advantage can sustain leverage and FOCF to debt in the mid-6x area and 5% area, respectively. This could occur if the company maintains its margins while growing bookings and maintaining stability in attrition trends," the rating agency said. STGC HOLDINGS: $2.4M Sale of Ice Rink to Fund Plan Payments ----------------------------------------------------------- STGC Holdings, LLC, has proposed a Chapter 11 Plan of Liquidation. STGC owns an ice rink located at 2515 Riverside Parkway, Grand Junction, Colorado. The Rink is currently listed for sale for the sum of $2,400,000. The Rink is not encumbered by any consensual liens. The Plan provides for the orderly liquidation of the Rink under chapter 11 of the Bankruptcy Code, in order to pay the creditors in this case. Pursuant to the Plan, STGC shall, once the Rink been liquidated, distribute the funds to creditors in conformity with the Bankruptcy Code. Under the Plan, the Mesa County Treasurer with a claim of $90,000 will be paid from the net sale proceeds upon the sale of the Rink, with interest at the rate of 7% per annum. The trustee' in J. Koos' Chapter 7 case in Texas, which asserts claims of $1.4 million on account of a default judgment in a fraudulent transfer complaint, will be paid in full from the Net Sale Proceeds upon the sale of the Rink, by not later than June 1, 2021. STGC believes that the Plan, as proposed, is feasible. The overall feasibility of the Plan is premised upon the sale of the Rink. The Rink is in good condition, and holds significantly more value than the liens encumbering it. A full-text copy of the Disclosure Statement dated Dec. 16, 2019, is available at https://tinyurl.com/r29frak from PacerMonitor.com at no charge. Attorneys for the Debtor: Jonathan M. Dickey Buechler Law Office, L.L.C. 999 18th Street, Suite 1230S Denver, CO 80202 Telephone: 720- 381-0045 Fax: 720-381-0382 E-mail: jonathan@kjblawoffice.com About STGC Holdings STGC Holdings LLC, based in Grand Junction, CO, filed a Chapter 11 petition (Bankr. D. Colo. Lead Case No. 19-12310) on March 27, 2019. The Hon. Thomas B. McNamara (19-12310) and Hon. Joseph G. Rosania Jr. (19-12311), oversees the cases. The petition was signed by Kathryn Edwards, trustee for the Jean Zamboni Trust, 100% owner of STGC, LLC. In its petition, the Debtors estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Jonathan Dickey, Esq., at Buechler Law Office, L.L.C., serves as bankruptcy counsel. SVC: Feb. 26, 2020 Confirmation Hearing on Sullivans' Plan Set -------------------------------------------------------------- On Dec. 17, 2019, the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, convened a hearing to consider the Combined Plan and Disclosure Statement of Debtor SVC proposed by Sullivan Family. On Dec. 19, 2019, Judge Roger L. Efremsky approved the disclosure statement and established the following dates and deadlines: * Feb. 12, 2020, is the deadline for all Ballots to be due. * Feb. 12, 2020, is the deadline to file all objections to confirmation of the Plan. * Feb. 19, 2020, is the deadline to file a ballot tabulation and a brief in support of Plan confirmation. * Feb. 26, 2020, at 10:00 a.m., is the hearing to consider approval of the Plan in the courtroom of the Honorable Roger L. Efremsky at 1300 Clay Street, Room 201 Oakland, CA. A full-text copy of the Disclosure Statement Order is available at https://tinyurl.com/sxjg7bt from PacerMonitor.com at no charge. About Sullivan Vineyards SVP (formerly known as Sullivan Vineyards Partnership), owned land at 1090 Galleron Road, Rutherford, California (the "Winery Property"). SVC, formerly known as Sullivan Vineyards corporation, is a California corporation formed in 1987 to own and operate the business located at the Winery Property known as Sullivan Vineyards. As is common in the wine industry, the entities used a parallel partnership and corporation structure, with SVP owning the land and SVC owning the winery business. Together with their five children, parents Joanna Sullivan and James O'Neil Sullivan began Sullivan Vineyards as a family business. Sullivan Vineyards Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-10065), on Feb. 1, 2017, estimating assets at $1 million to $10 million and liabilities at $10 million to $50 million at the time of the filing. Sullivan Vineyards Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-10067) on Feb. 2, 2017, disclosing $18.99 million in assets and $14.27 million in liabilities. The case is assigned to Judge Alan Jaroslovsky. The Debtors are represented by Steven M. Olson, Esq., at the Law Office of Steven M. Olson. At a hearing on Aug. 21, 2017, the Court ordered the appointment of a chapter 11 trustee in both cases. Thereafter, the Office of the United States Trustee selected Timothy Hoffman to be the Trustee of both estates. Later, Mr. Hoffman resigned from his position in the Bankruptcy Case, at which point Andrea Wirum was appointed to serve as the chapter 11 trustee for this Bankruptcy Case On Nov. 10, 2017, Mr. Hoffman filed a Motion to Sell Real and Personal Property Assets, by which the Trustee sold to Vite USA, Inc., substantially all of the Debtor's real and personal property assets related to the Winery Property. The Bankruptcy Court granted the Sale Motion at a hearing on Dec. 11, 2017. On Jan. 10, 2018, the sale closed. In connection with the closing of the sale, Finn and WR (together, the "Finn Creditors") were paid total consideration of $17,798,405, which sum included $2,647,834 of attorneys' fees and other costs, in addition to principal and interest. SVP: Feb. 26, 2020 Confirmation Hearing on Sullivans' Plan Set -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, Oakland Division, convened a hearing on Dec. 17, 2019, to consider the Combined Plan and Disclosure Statement of SVP proposed by the Sullivan Family. On Dec. 19, 2019, Judge Roger L. Efremsky approved the Disclosure Statement as modified by the revisions and established the following dates and deadlines: * Feb. 12, 2020, is the deadline to file all objections to confirmation of the Plan. * Feb. 19, 2020, is the deadline to file a ballot tabulation and a brief in support of Plan confirmation. * Feb. 26, 2020, at 10:00 a.m., in the courtroom of the Honorable Roger L. Efremsky at 1300 Clay Street, Room 201 Oakland, CA is the hearing to consider approval of the Plan. A full-text copy of the Disclosure Statement Order is available at https://tinyurl.com/sstovdl from PacerMonitor.com at no charge. Equity Owners Ross Sullivan and Kelleen Sullivan are represented by: John D. Fiero PACHULSKI STANG ZIEHL & JONES LLP 150 California Street, 15th Floor San Francisco, California 94111-4500 Telephone: 415.263.7000 Facsimile: 415.263.7010 E-mail: jfiero@pszjlaw.com About Sullivan Vineyards SVP, formerly known as Sullivan Vineyards Partnership, owned land at 1090 Galleron Road, Rutherford, California (the "Winery Property"). SVC, formerly known as Sullivan Vineyards Corporation, is a California corporation formed in 1987 to own and operate the business located at the Winery Property known as Sullivan Vineyards. As is common in the wine industry, the entities used a parallel partnership and corporation structure, with SVP owning the land and SVC owning the winery business. Together with their five children, parents Joanna Sullivan and James O'Neil Sullivan began Sullivan Vineyards as a family business. Sullivan Vineyards Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-10065), on Feb. 1, 2017, estimating assets at $1 million to $10 million and liabilities at $10 million to $50 million at the time of the filing. Sullivan Vineyards Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-10067) on Feb. 2, 2017, disclosing $18.99 million in assets and $14.27 million in liabilities. The case is assigned to Judge Alan Jaroslovsky. The Debtors are represented by Steven M. Olson, Esq., at the Law Office of Steven M. Olson. At a hearing on Aug. 21, 2017, the Court ordered the appointment of a chapter 11 trustee in both cases. Thereafter, the Office of the United States Trustee selected Timothy Hoffman to be the Trustee of both estates. Later, Mr. Hoffman resigned from his position in the Bankruptcy Case, at which point Andrea Wirum was appointed to serve as the chapter 11 trustee for this Bankruptcy Case On Nov. 10, 2017, Mr. Hoffman filed a Motion to Sell Real and Personal Property Assets, by which the Trustee sold to Vite USA, Inc., substantially all of the Debtor's real and personal property assets related to the Winery Property. The Bankruptcy Court granted the Sale Motion at a hearing on Dec. 11, 2017. On Jan. 10, 2018, the sale closed. In connection with the closing of the sale, Finn and WR (together, the "Finn Creditors") were paid total consideration of $17,798,405, which sum included $2,647,834 of attorneys' fees and other costs, in addition to principal and interest. TAMARACK AEROSPACE: Feb. 25, 2020 Plan Confirmation Hearing Set --------------------------------------------------------------- On Dec. 17, 2019, the U.S. Bankruptcy Court for the Eastern District of Washington convened a hearing on the motion of a notice of Debtor Tamarack Aerospace Group, Inc. for an order approving the Debtor's Disclosure Statement to accompany Plan of Reorganization. On Dec. 19, 2019, Judge Frederick P. Corbit approved the Disclosure Statement and established the following dates and deadlines: * Feb. 7, 2020, at 5:00 p.m., is the last day for receipt of written acceptances or rejections of the Plan. * Feb. 17, 2020, at 5:00 p.m., is the last day for filing and serving written objections to confirmation of the Plan. * Feb. 12, 2020, is fixed as the date for the Debtor's Report of Ballots. * Feb. 25, 2020, at 10:00 a.m. is fixed for the commencement of the hearing on confirmation of the Amended Plan. A full-text copy of the Disclosure Statement Order is available at https://tinyurl.com/vrdqdxx from PacerMonitor.com at no charge. About Tamarack Aerospace Group Tamarack Aerospace Group, Inc. -- https://tamarackaero.com/ -- is an aerospace engineering and aircraft modification company in Sandpoint, Idaho. It designs and develops innovative technology for business, commercial, and military aircraft, specializing in its revolutionary Active Winglets. Tamarack Aerospace Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 19-01492) on June 1, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Frederick P. Corbit. The Debtor is represented by Munding, P.S., led by founding partner John D. Munding. TEMPLE 2358: Gen. Unsecured Claimants to Get 100% in Refinance Plan ------------------------------------------------------------------- Temple 2358 N. 12th Street, LLC, filed an Amended Disclosure Statement in connection with its Chapter 11 Plan. The Plan provides for payment of administrative expenses, priority claims, secured creditors, and unsecured creditors in full in cash. Funds for implementation of the Plan will be derived from a refinance loan. The Debtor shall seek funding to satisfy all claims by April 15th, 2020. The Debtor shall retain the Assets of the estate and will pay operating expenses for the Property/rental unit. From the proceeds of the business, the Debtor will continue to make good faith payments to the secured creditor (Dominion) until the loan is paid off on the date specific. Consistent with the provisions of this Plan and subject to any releases provided for herein, the Debtor reserves the right to begin or continue any adversary proceeding permitted under the Code and Rules to collect any debts, or to pursue claims in any court of competent jurisdiction. It is estimated that the amounts required for implementation of the Plan upon the Effective Date and until the date specific are as follows: Administrative expense claims: $0.00 Priority tax claims: $0.00 Class A (Priority non-tax claims): $6,700.00 Class B (Secured claims): $91.302.54 Class C-1 (General Unsecured) $5,700.00 Class C-2 (Unsecured) $0.00 ----------- Total $103,702.54 A full-text copy of the Amended Disclosure Statement dated December 16, 2019, is available at https://tinyurl.com/udvrzmy from PacerMonitor.com at no charge. Counsel for Debtor: Marcia Y. Phillips MARCIA Y. PHILLIPS, ESQ., LLM & ASSOCIATES, LLC 430 Exton Square Parkway, #1568 Exton, PA 19341 Tel: (856) 282-1100 E-mail: theladyjustice@outlook.com About Temple 2358 Temple 2358 North 12th Street, LLC, is a New Jersey Limited Liability Corporation organized on January 3, 2014. It owns the improved real property located at 2360 North 12th Street in Philadelphia, Pennsylvania. On August 20, 2019, the Company executed an open-end mortgage for a loan of $67,000 in favor of Dominion Financial Services, LLC to complete renovations on the Property. The Debtor's sole member, Michael Forbes, personally guaranteed the loan. Temple 2358 North 12th Street, LLC, which has been in the business of real estate rental since 2017, sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 18-16462) on Sept. 27, 2018. MARCIA Y PHILLIPS, ESQ. LLM & ASSOCIATES, is the Debtor's counsel. TEREX CORP: S&P Affirms 'BB' ICR; Outlook Stable ------------------------------------------------ S&P Global Ratings affirmed all of its ratings on Terex Corp., including its 'BB' issuer credit rating. The outlook is stable. Although it believes demand for Terex's equipment is slowing, the rating agency forecasts S&P-adjusted debt to EBITDA will only increase to the 2.5x area in 2020 from the 2x area at the end of 2019, net of available cash. S&P believes demand for access and material processing equipment will decrease in 2020 as rental companies, key customers for Terex in the U.S., are reducing investment in aerial work platforms (AWP) and other construction equipment. Furthermore, S&P expects trade tensions will continue to cause economic uncertainty, reducing demand for commodity materials and lowering sales of Terex's materials processing equipment. It expects revenues will decrease roughly 10% in 2020 while S&P-adjusted EBITDA margins contract by about 100-150 basis points (bps). While the rating agency expects lower absolute profitability will increase financial leverage in 2020, Terex repaid about $150 million of revolver borrowings using proceeds from the sale of noncore operations (including Demag mobile cranes) in the third quarter of 2019, rather than returning this cash to shareholders. The rating agency expects the company will maintain a financial policy that includes measured share repurchases, resulting in its expectation for S&P-adjusted leverage in the 2.5x area over the next 12 months. The stable outlook reflects the rating agency's expectation that, despite weaker demand conditions, Terex will maintain S&P-adjusted debt to EBITDA in the 2.5x area in 2020. Although the company could engage in some share repurchase activity, the rating agency expects financial policy will support such financial leverage. "We could lower the ratings over the next 12 months if we expect debt to EBITDA will rise above 3.5x. This could occur if economic growth is weaker, leading to intensified pricing pressure, sharper-than-expected volume declines, and margin compression, or if shareholder returns or acquisitions are larger than we expect," S&P said. "Although unlikely over the next 12 months given our forecast for soft demand conditions, we could raise our rating if we expect the company's S&P Global Ratings-adjusted debt to EBITDA will fall and remain below 2x, which would provide some cushion to withstand a downturn. We would also expect management to commit to a financial policy that maintains such leverage," S&P said. TERRAVISTA PARTNERS: No Guarrantee Unsecureds Will Get Payouts -------------------------------------------------------------- Terravista Partners – Pecan Manor, LTD., Terravista Partners – Roselawn, LTD., Terravista Partners –Spanish Spur, LTD. and Terravista Partners –Westwood, LTD., filed a Second Amended Joint Chapter 11 Plan of Reorganization continues to say that unsecured creditors will only receive payment from what's left of the sale proceeds after higher ranked claims are paid in full. The Plan provides for the payment and/or satisfaction of the Allowed Claims of all Administrative Claims, Allowed Priority Claims, Allowed Secured Claims (including, but not limited to, Allowed Claims of Ad Valorem Taxing Authorities) and Allowed Claims of Unsecured Creditors. Under the Plan, the Administrative Claimants with Allowed Claims, Ad Valorem Taxing Authorities with Allowed Secured Claims, Priority Claimants with Allowed Claims, Secured Creditors with Allowed Claims and Unsecured Creditors with Allowed Claims will receive their respective distributions according to the priority in the form of cash from the proceeds of the sale of the Debtors' assets. At this time, there is no guarantee that Unsecured Creditors with Allowed Claims or the Debtors' members will receive distributions under the Plan. A full-text copy of the Second Amended Joint Chapter 11 Plan of Reorganization dated Dec. 16, 2019, is available at https://tinyurl.com/v74ml4l from PacerMonitor.com at no charge. About Terravista Partners Terravista Partners - Hidden Village, Ltd. conducts business under the names Hidden Village Apartments and Hidden Village Apartment Homes. It is a real estate lessor headquartered in San Antonio, Texas. Terravista Partners filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-52901) on Dec. 4, 2018. The petition was signed by Philip W. Stewart, president of Terravista - Hidden Village Corporation. At the time of the filing, the Debtor was estimated to have assets and liabilities of between $1 million and $10 million. Four affiliates Terravista Partners - Pecan Manor, Ltd., aka The Villas of Pecan Manor (Case No. 19-51100), Terravista Partners - Roselawn, Ltd., aka Roselawn Apartment (Case No. 19-51101), Terravista Partners - Spanish Spur, Ltd., aka Spanish Spur Apartments (Case No. 19-51104), and Terravista Partners - Westwood, Ltd., aka Westwood Plaza Apartments (Case No. 19-51105) each filed a Chapter 11 petition on May 6, 2019. The cases are jointly administered under Case No. 19-51100. Judge Craig A. Gargotta oversees the cases. The Law Offices of William B. Kingman, P.C., is the Debtors' counsel. TIAN RECLAMATION: Court Modifies Order Confirming Plan ------------------------------------------------------ Debtor Tian Reclamation & Contracting, Inc., filed its Second Amended Disclosure Statement dated July 15, 2019, which was subsequently approved by the U.S. Bankruptcy Court for the Southern District of West Virginia and the Second Amended Plan. That there being certain errors primarily clerical and mathematical in nature, the COurt has signed an amended order confirming the Second Amended Plan, subject to these modifications: * That the first payment under the Second Amended Plan of Reorganization shall be paid on Feb. 1, 2020, rather than November 1, 2019, as set forth in the Second Amended Plan. * That the total monthly payment to class 2 -A and 2-B creditors in the Second Amended Plan is raised from $12,147.83 to $13,759.54. * That the Plan of Reorganization being confirmed is the Second Amended Plan of Reorganization and not the Amended Chapter 11 Plan. On December 19, 2019, Judge Patrick M. Flatley ordered that the Second Amended Plan of Reorganization filed by the Debtor dated April 15, 2019, is confirmed. A full-text copy of the Order Confirming the Plan is available at https://tinyurl.com/utqu4da from PacerMonitor.com at no charge. The Debtor is represented by: James M. Pierson PIERSON LEGAL SERVICES PO BOX 2291 Charleston, WV 25328 Tel: (304) 925-2400 Fax: (304) 925-2603 About Tian Reclamation & Contracting Based in Gauley Bridge, West Virginia, Tian Reclamation & Contracting, Inc., is in the business of owning and operating rock crushing equipment ancillary to the mining industry. The business is owned by sole owner Tim Hannigan. Tian Reclamation & Contracting, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. W.V. Case No. 15-20602) on Nov. 23, 2015. In the petition signed by Timothy Hannigan, president, the Debtor listed its total assets at $2.97 million and total liabilities at $3.23 million. Pierson Legal Services is the Debtor's bankruptcy counsel. UTOPIX MEDICAL: Class 3 Impaired; Jan. 16 Plan Hearing Set ----------------------------------------------------------- On Dec. 18, 2019, Utopix Medical, LLC, filed its Amended Chapter 11 Plan and Amended Disclosure Statement. The debtor files a notice of filing Amended Chapter 11 Plan and Amended Disclosure Statement to notify the parties that the Amended Chapter 11 Plan and Amended Disclosure Statement changes the status of Class 3 claims from unimpaired to impaired. The Amended Chapter 11 Plan and Amended Disclosure Statement do not change the treatment of Class 3 claims, but the claims are impaired because no interest will be paid on them. The hearing to confirm the Plan will be held before the Honorable Brenda T. Rhoades, United States Bankruptcy Judge of the Eastern District of Texas, Sherman Division, 660 North Central Expressway, Suite 300B, Plano, Texas 75074, on January 16, 2020, at 9:30 a.m. (CDT). The Debtor is represented by: CROWE & DUNLEVY, P.C. Vickie L. Driver Christina W. Stephenson Christopher M. Staine 2525 McKinnon Avenue, Suite 425 Dallas, TX 75201 Telephone: 214.420.2142 Facsimile: 214.736.1762 About Utopix Medical Utopix Medical, LLC -- https://utopixmedical.com/ -- is an emerging medical device company based in Texas. The Company has developed a novel solution for unmet needs surrounding low mobility patients. Utopix Medical, LLC, based in Frisco, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 19-41010) on April 15, 2019. In the petition signed by CEO Taylor W. Hanes, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Brenda T. Rhoades oversees the case. Christina Walton Stephenson, Esq., at Crowe & Dunlevy, PC, serves as bankruptcy counsel to the Debtor. Sheilds Legal Group, is special counsel. VALERITAS HOLDINGS: Promotes Melanie Hansen to Corporate Controller ------------------------------------------------------------------- Melanie Hansen, the accounting manager of Valeritas Holdings, Inc., was promoted to interim corporate controller, effective Jan. 13, 2020. In connection with her promotion, the Company's board of directors also appointed Ms. Hansen as the Company's Treasurer and principal accounting officer, effective Jan. 13, 2020. Prior to her promotion, Ms. Hansen, age 33, served as the Company's accounting manager since December 2018 and as senior accountant from June 2017 to November 2018. Earlier in her career, Ms. Hansen served as senior accountant for Fortress Biotech, Inc. from November 2016 through June 2017 and as senior accountant for Athena Health Care Systems from July 2015 through September 2016. Prior to that, Ms. Hansen served as staff accountant for Scott A. Goffstein & Associates, LLP, from May 2013 through June 2015. Ms. Hansen holds a Bachelor of Science in Business Administration (accounting concentration) from Fitchburg State University. About Valeritas Holdings Valeritas -- http://www.valeritas.com/-- is a commercial-stage medical technology company focused on improving health and simplifying life for people with diabetes by developing and commercializing innovative technologies. Valeritas' flagship product, V-Go Wearable Insulin Delivery device, is a simple, affordable, all-in-one basal-bolus insulin delivery option for patients with type 2 diabetes that is worn like a patch and can eliminate the need for taking multiple daily shots. V-Go administers a continuous preset basal rate of insulin over 24 hours, and it provides discreet on-demand bolus dosing at mealtimes. It is the only basal-bolus insulin delivery device on the market today specifically designed keeping in mind the needs of type 2 diabetes patients. Headquartered in Bridgewater, New Jersey, Valeritas operates its R&D functions in Marlborough, Massachusetts. Valeritas incurred a net loss of $45.92 million in 2018 following a net loss of $49.30 million in 2017. As of Sept. 30, 2019, the Company had $49.23 million in total assets, $38.21 million in total liabilities, and $11.02 million in total stockholders' equity. Friedman LLP, in East Hanover, New Jersey, the Company's auditor since 2016, issued a "going concern" opinion in its report dated March 5, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses and negative cash flows from operations. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. VECTOR LAUNCH: Sets Bid Procedures for GalacticSky Assets --------------------------------------------------------- Vector Launch Inc., and its affiliates, ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with the sale of assets consisting of their software-defined satellite products and services (i.e., GalacticSky), together with all related products and service offerings that have been marketed, sold, distributed or otherwise provided, or that the Sellers intend to market, sell, distribute, or otherwise provided, to Lockheed Martin Corp. in accordance with the terms of their Asset Purchase Agreement, dated Dec. 13, 2019, for $4.25 million, subject to overbid. As part of their efforts to address their financial situation prior to commencing these Chapter 11 Cases, the Debtors engaged Winter Harbor, LLC, a restructuring and turnaround consulting firm with expertise in distressed asset sales, as CRO r to advise them on a potential sale or other strategic transaction. They determined that entering into these Chapter 11 Cases was necessary to maximize the value of their assets by being able to sell the Debtors' GalacticSky Assets (as well as, their’ launch-vehicle related assets) to one or more buyers free and clear of all Encumbrances, other than Encumbrances expressly permitted or assumed by the buyer(s). A total of four serious offers were received, two for the GalacticSky Assets from entities related to former employees or investors of the Debtors, one for all of the Debtors assets from an investment entity, and an offer from Lockheed for the GalacticSky Assets. Lockheed's offer was substantially higher than the others. As such, Winter Harbor and the Debtors then negotiated with those entities in an effort to obtain the best possible offer to serve as stalking horse purchaser in an in-court auction sale process. The marketing process resulted in the Stalking Horse Bid as described and set forth in the Stalking Horse Bidder Purchase Agreement. To maximize the value of the GalacticSky Assets for the benefit of their estates and stakeholders, the Debtors propose to implement a competitive bidding process. The salient terms of the Bidding Procedures are: a. Bid Deadline: Jan. 29, 2020 b. Initial Bid: To the extent a bid is for all or substantially all of the GalacticSky Assets subject to the Stalking Horse Bid, the purchase price included in such bid must include cash consideration in an amount not less than $5,060,000 ("GSA Minimum Cash Purchase Price"), which amount will consist of cash in the following amounts: (i) $4.25 million, the purchase price set forth in such Stalking Horse Bid; plus (ii) $210,000 Break-Up Fee; plus (iii) $350,000 Expeng Reimbursemmt and (iv) $250,000, as a cash premium over the Stalking Horse Bid. If a bid is for the non-GalacticSky Assets, it must include cash consideration in excess of $3 million ("Non-GSA Minimum Cash Purchase Price"), and the Debtors, in consultation with the Committee (if any), may designate such bid a Qualified Bid at the Auction, modified, that the bid includes (i) a Qualified Bidder Purchase Agreement and (ii) a Good Faith Deposit ("Non-GSA Qualified Bid"). c. Deposit: $750,000 d. Auction: Jan. 31, 2020. If applicable, at the Auction the non-GalacticSky Assets will be auctioned off in separate lots from the GalacticSky Assets, but may be conducted simultaneously with the auction of the GalacticSky Assets and in accordance with the procedures outlined in Article VI of the Bidding Procedures. If the Debtors do not receive at least one ( 1) bid that is a Qualified Bid (other than the Stalking Horse Bid), then the Debtors will (i) file a notice with the Bankruptcy Court (and serve all Potential Bidders with the same) indicating that (a) the Auction is canceled and (b) the Stalking Horse Bid is the Successful Bid, and (ii) seek authority at the Sale Hearing to consummate the Sale transactions with the Stalking Horse Bidder contemplated by the Stalking Horse Bidder Purchase Agreement. e. Bid Increments: $250,000 f. Sale Hearing: Feb. 4, 2020 g. Sale Objection Deadline: Jan. 29, 2020 h. Closing: Feb. 19, 2020 To enhance the value of the Debtors' estates, they ask authority to assume and assign the executory contracts and/or unexpired leases associated with the GalacticSky Assets to the Successful Bidder. The Debtors are asking approval of the Assumption and Assignment Procedures for notifying counterparties to executory contracts and unexpired leases of proposed Cure Amounts with respect to those executory contracts and unexpired leases that the Debtors propose to assume and assign to the Successful Bidder. As soon as reasonably practicable after entry of the Bidding Procedures Order, the Debtors will file the Trasferred Contract and Cure Schedule upon all the Contract Counterparties. The Assignment Objection Deadline is Jan. 27, 2020 at 5:00 pm. (E.T.). Within three days of the entry of the Bidding Procedures Order, or as soon thereafter as practicable, the Debtors will cause to be served the Sale Notice. The sale will be free and clear of any and all liens, claims, encumbrances, and other interests, with any such liens, claims, encumbrances, and other interests attaching to the proceeds of the sale of the Assets and distributed as provided for in a further order of the Court. To preserve the value of the Debtors' estates and limit the costs of administering and preserving the GalacticSky Assets and comply with the DIP Facility's milestones, it is critical that they close the sale of their assets as soon as possible after all closing conditions have been met or waived. Accordingly, the Debtors ask that the Court waives the 14-day stay periods under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Bidding Procedures and the Stalking Horse APA is available at https://tinyurl.com/w6p4js4 from PacerMonitor.com free of charge. About Vector Launch Inc. Vector Launch Inc., -- https://www.vector-launch.com/ -- is a space technology that develops rockets and satellite computing technology. Vector maintains engineering and software development facilities in California and fabrication and research facilities in Arizona. Vector is the parent of Garvey and owns 100% of Garvey's equity interests. Vector, which was formed as a Delaware corporation in 2016, is the primary operating entity and since 2016 has been the only Debtor entity with significant operations or assets. Vector sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12670) concurrently with Garvey Spacecraft Corporation (Bankr. D. Del. Case No. 19-12671) on December 13, 2019. In the petitions signed by Shaun Martin, chief restructuring officer, Vector Launch estimated between $10 million and $50 million in assets and between $1 million and $10 million in liabilities. Garvey Spacecraft estimated assets of up to $50,000 and between $1 million and $10 million in liabilities. Judge John T. Dorsey oversees the case. Sullivan Hazeltine Allinson LLC and Pillsbury Winthrop Shaw Pittman LLP are the Debtors' counsel. Epiq Corporate Restructuring, LLC, serves as the Debtors' claims, notice agent and administrative advisor. VINSICK FOODS: Seeks to Hire McClure & Wolf as Accountant --------------------------------------------------------- Vinsick Foods Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire McClure & Wolf LLP to provide accounting services as needed and to prepare its corporate income tax returns. The Debtor proposes to pay the firm $175 per hour or $240 per hour based on the type of services it provides. Eli Elias Jr., a partner at McClure & Wolf, disclosed in court filings that the firm neither holds nor represents any interest adverse to the Debtor's bankruptcy estate. McClure & Wolf can be reached through: Eli T. Elias Jr. McClure & Wolf LLP 538 Morgantown Street, Uniontown, PA 15401-5412 Tel: 724.437.2000 Fax: 724.438.8566 About Vinsick Foods Vinsick Foods, Inc., which conducts business under the name Fox's Pizza, is a business organized and existing within the Commonwealth of Pennsylvania. Vinsick Foods filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-23938) on Oct. 7, 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 Gregory L. Taddonio oversees the case. Thompson Law Group, P.C. is the Debtor's legal counsel. WALKER COUNTY: Debtor Consents to Appointment of Ombudsman ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas finds that Walker County Hospital Corporation constitutes a health care business as defined by 11 U.S.C. Sec. 101(27A). The Debtor has consented and no party has objected, to the appointment of a patient care ombudsman. Based upon consideration of the record, the Court has ordered the United States Trustee to appoint a patient care ombudsman in order to monitor the quality of patient care and to represent the interests of the patients of the health care business of the Debtor. Without special notice to patients, the patient care ombudsman shall have access to and be able to review confidential patient records as necessary and appropriate to discharge her duties and responsibilities, provided, however, that she protect the confidentiality of such records as required under non-bankruptcy law and regulations, including but not limited to the Health Insurance Portability and Accountability Act of 1996. The patient care ombudsman will not be required to personally serve individual patients pursuant to instead, the patient care ombudsman may meet the requirements by posting one or more notices in a manner she determines is conspicuous and will provide adequate notice to the patients of the ombudsman appointment, the duties of the ombudsman, and all the information set forth in the Bankruptcy Code. A full-text copy of the Order is available at https://tinyurl.com/urbyn5d from PacerMonitor.com at no charge. About Walker County Hospital Corp. Walker County Hospital Corporation -- https://www.huntsvillememorial.com/ -- operates a community hospital in Huntsville, Texas. It is the sole member of its non-debtor affiliate, HMH Physician Organization. Founded in 1927, the facility provides health care services to the residents of Walker County and its surrounding communities. Walker County Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-36300) on Nov. 11, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge David R. Jones. The Debtor tapped Waller Lansden Dortch & Davis, LLP and Morgan, Lewis & Bockius LLP as bankruptcy counsel; Healthcare Management Partners, LLC as financial and restructuring advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. WESCO AIRCRAFT: S&P Lowers ICR to 'B-' on Pattonair Merger ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating (ICR) on Wesco Aircraft Holdings to 'B-' from 'B' and removed it from CreditWatch, where it was placed with negative implications on Oct. 18, 2019. At the same time, S&P lowered its issue-level ratings on the company's $650 million secured notes due 2024 and $900 million secured notes due 2026 to 'B-' from 'B' and also removed them from CreditWatch with negative implications. The recovery rating remains '3'. In addition, S&P lowered its issue-level rating on the company's $525 million unsecured notes due 2027 to 'CCC' from 'CCC+' and removing it from CreditWatch with negative implications. The recovery rating remains '6'. Lastly, S&P lowered the issue-level rating on the $100 million payment-in-kind (PIK) unsecured notes due 2028, issued by holding company parent Wolverine Intermediate Holding Corp., to 'CCC' from 'CCC+' and removing it from CreditWatch with negative implications. The recovery rating remains '6'. The lowering of the ICR reflects S&P's expectation that credit metrics will weaken because of the acquisition of Wesco by Platinum Equity and merger with Platinum's existing portfolio company, Pattonair (Pioneer Holding LLC). Platinum Equity is using a combination of debt and equity to purchase all shares of Wesco from public shareholders and repay the debt at Wesco and Pattonair. This will result in a material increase in leverage for the combined company, with S&P's expectation of debt to EBITDA above 10x in 2020 as a result of the transaction and related costs, but improving to a still high 6.8x-7.2x in 2021. The rating agency also believes the company's financial policy will likely be more aggressive under Platinum Equity, limiting any material improvement in leverage. The addition of Pattonair's earnings and margin improvement from synergies and other cost cuts from Wesco's 2020 initiative should somewhat offset the proposed increase in debt, but S&P expects credit metrics will likely remain weaker than in previous years (Wesco's stand-alone debt to EBITDA was 6.6x in 2019). S&P's stable outlook on Wesco Aircraft Holdings Inc. reflects its expectation that while debt to EBITDA will be above 10x in 2020, due to transaction-related costs, it will improve in 2021 to a level more consistent with the rating--to about 6.8x-7.2x. This will be driven by the absence of transaction-related costs; synergies driving earnings improvement; and higher volumes, including continued growth with Rolls Royce, somewhat offset by the company's more aggressive financial policy as a result of ownership by private equity firm, Platinum Equity. "Although unlikely over the next 12 months, we could raise the rating on Wesco if the company's debt to EBITDA declined to below 7x and we expected it to remain there. This would likely be driven by the company's margins improving faster than we expected due to successful synergy implementation, better free cash flow, and the company committing to a less aggressive financial policy. We could also raise the rating if the company succeeded in improving operations, resulting in better margins and increased inventory turns," S&P said. "Although unlikely over the next 12 months, we could lower the rating on Wesco if it were unable to improve earnings and free cash flow were negative, resulting in weaker liquidity. We could also lower the ratings if sustained high leverage led us to believe that the company's capital structure were no longer sustainable over the long term," the rating agency said. XTL INC: Volvo Financial Says Plan Outline Needs Amendments ----------------------------------------------------------- Volvo Financial Services and Mack Financial Services, divisions of VFS US LLC (VFS), creditors and parties-in-interest of XTL-PA, Inc., filed an objection to the motion of Debtors XTL, Inc. and XTL-PA, Inc. for entry of an order approving Disclosure Statement. In its objection VFS pointed out that: * The Debtors have failed to provide VFS with adequate information with respect to the treatment of its claims. * The Debtors have failed to provide VFS with adequate information with respect to the treatment of its claims. the Debtors identify three (3) secured creditors in the Plan and Disclosure Statement; however, the Debtors do not identify VFS as a secured creditor with its own treatment with respect to its collateral. * The Debtors fail to provide any form of adequate protection or adequate protection analysis in the Plan and/or Disclosure Statement with respect to VFS's collateral or list VFS as a secured creditor and such failure to do so constitutes inadequate and insufficient information in the Disclosure Statement. VFS submits the Debtors' Disclosure Statement must be amended to properly disclose adequate information with respect to the VFS Claims and related collateral with treatment that is permissible under the Bankruptcy Code as a secured creditor. A full-text copy of VFS' objection is available at https://tinyurl.com/swrt57e from PacerMonitor.com at no charge. VFS US LLC is represented by: CLARK HILL PLC William C. Price, Esquire Two Commerce Square 2001 Market Street, Suite 2620 Philadelphia, PA 19103 Phone: (215) 640-8421 E-mail: wprice@clarkhill.com About XTL Inc. XTL, Inc., is a transportation & logistics company that provides customized logistics solutions for warehousing and inventory control of commodities and finished goods. Ootzie Properties classifies itself as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at South 24th and Highway, 275 Industrial Council Bluffs, Iowa. XTL, Inc., and its subsidiaries sought Chapter 11 protection (Bankr. E.D. Penn. Lead Case No. 19-14844) on Aug. 1, 2019. In the petition signed by Louis J. Cerone, president, XTL was estimated to have $10 million to $50 million in assets and $10 million to $50 million in liabilities. The Hon. Eric L. Frank oversees the cases. XTL tapped Allen B. Dubroff, Esq., at Allen B. Dubroff, Esq., & Associates, LLC, as its counsel. ZEKELMAN INDUSTRIES: Moody's Raises CFR to B3, Outlook Stable ------------------------------------------------------------- Moody's Investors Service upgraded Zekelman Industries, Inc.'s corporate family rating to Ba3 from B1, its probability of default rating to Ba3-PD from B1-PD, its senior secured notes rating to B2 from B3, and assigned a Ba3 rating to the proposed $900 million senior secured term loan. Zekelman plans to use the proceeds from the new term loan to pay off its existing term loan which matures in June 2021. The B1 rating on the existing senior secured term loan will be withdrawn when it is redeemed. The outlook is stable. "The upgrade reflects the significant improvement in the company's operating performance and credit metrics over the past two fiscal years and the expectation they will improve further in the near term. It also reflects the sustainability of its operating performance at a higher level than the past due to its strengthened competitive position after the consolidation of the tubular products sector," said Michael Corelli, Moody's Vice President -- Senior Credit Officer and lead analyst for Zekelman Industries. Upgrades: Issuer: Zekelman Industries, Inc. Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Corporate Family Rating, Upgraded to Ba3 from B1 Senior Secured Regular Bond/Debenture, Upgraded to B2 (LGD5) from B3 (LGD5) Assignments: Issuer: Zekelman Industries, Inc. Senior Secured Bank Credit Facility, Assigned Ba3 (LGD4) Outlook Actions: Issuer: Zekelman Industries, Inc. Outlook, Remains Stable RATINGS RATIONALE Zekelman Industries Ba3 corporate family rating benefits from its moderate leverage, ample interest coverage, good liquidity and its leading market position for a number of structural tubing, standard pipe and electrical conduit products. It also reflects its expectation that its operating performance will moderately improve in the near term and remain at a historically strong level mostly due to rational competitive dynamics resulting from sector consolidation and gradually improving nonresidential construction activity. The rating also reflects its moderate size and somewhat limited diversity versus higher rated companies in the steel products sector, as well as its sensitivity to fluctuating steel prices and reliance on nonresidential construction activity, which drives demand for most of its tubular products. It also considers the competitive market in which the company operates and its limited product differentiation. Zekelman Industries operating performance weakened in fiscal 2019 (ended September 2019), but it remained well above historical levels due to wider spreads between steel purchases for inventory and final product prices. Zekelman has been able to widen its material spreads due to consolidation in the industrial pipe and tube sector combined with moderately improved demand and its focus on cost cutting and productivity improvement initiatives. The steel tubular products sector has experienced significant consolidation with Nucor acquiring Independence Tube, Southland Tube and Republic Conduit and Zekelman acquiring Western Tube & Conduit and American Tube Manufacturing. As a result, Zekelman's operating results have improved dramatically with adjusted EBITDA of $453 million in fiscal 2019 and $524 million in fiscal 2018 versus a range of $155 million - $196 million in fiscal years 2013-2015. The substantially improved operating performance along with reduced working capital investments enabled Zekelman to generate $235 million of free cash flow in fiscal 2019. The company used the free cash along with a portion of its cash balance to retire about $240 million in debt including $225 million of its 9.875% senior notes. As a result, its credit metrics remained strong for its rating with an adjusted leverage ratio (Debt/EBITDA) of 2.6x and interest coverage (EBIT/Interest Expense) of 3.7x as of September 2019. These metrics should improve further in fiscal 2020 as the company benefits from moderately improved demand, lower steel price volatility, reduced losses in its Z-Modular business and lower interest costs. However, Zekelman's upside ratings potential is constrained by its moderate scale and limited end market diversity. Zekelman Industries has a good liquidity profile with a cash balance of $30.6 million and borrowing availability of $391.4 million as of September 30, 2019. The company had no borrowings on its $400 million revolver and $8.6 million of letters of credit issued. The senior secured revolving credit facility matures in June 2023. The stable outlook incorporates its expectation that Zekelman's operating performance and credit metrics will strengthen in fiscal 2020. Zekelman's rating is unlikely to be upgraded in the near term, but an upgrade could occur if it increases its scale and diversity, sustains a leverage ratio below 3.0x, an interest coverage ratio above 4.0x, (CFO-dividends)/debt above 30% and a good liquidity profile. A downgrade could be considered should Zekelman's operating results and credit metrics weaken or its liquidity position deteriorate. Downside triggers would include the leverage ratio above 4.0x, interest coverage ratio below 2.5x and (CFO-dividends)/debt sustained below 15%. Headquartered in Chicago, Illinois, Zekelman Industries, Inc. manufactures steel pipe, hollow structural steel (HSS), electrical conduit and tubular products at thirteen manufacturing facilities in the US and Canada. The company includes the operating divisions of Atlas Tube, Wheatland Tube, Western Tube & Conduit, Sharon Tube and Picoma and has leading market positions in key product areas including hollow structural steel, standard pipe, electrical conduit and galvanized mechanical tubing. Its products are sold principally to steel service centers and plumbing and electrical distributors. The company is also developing a relatively new business, called Z Modular, which provides products and services to the modular construction industry. The Z Modular business currently has four assembly facilities in the United States and Canada. Zekelman's revenues for the twelve months ended September 30, 2019 were approximately $2.8 billion. The principal methodology used in these ratings was Steel Industry published in September 2017. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. 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