/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200203.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, February 3, 2020, Vol. 24, No. 33 Headlines 2737 W. FULTON: Unsecureds Will be Paid in Full AKOUSTIS TECHNOLOGIES: Incurs $9.3-Mil. Net Loss in 2nd Quarter ALCHEMY INTERNATIONAL: S&P Affirms 'B' ICR on Reading Alloys Deal ALTA MESA: Crady Jewett Represents Utility Companies ALTADENA LINCOLN: Unsecureds to Recover From Lender Liability Suits AMN HEALTHCARE: Moody's Affirms Ba1 CFR & Alters Outlook to Neg. APPLE MOVING: April 21 Filing Deadline of Plan and Disclosures ARMATA PHARMACEUTICALS: Innoviva Agrees to Buy $25M Securities AUGSBURG UNIVERSITY: Moody's Lowers Rating on $48MM Debt to Ba1 AVINGER INC: Closes $4.5 Million Equity Offering AVINGER INC: Hudson Bay Capital Has 2.3% Stake as of Dec. 31 BARRE N9NE: To Keep 3 Sites Open; Unsecureds Get 20% in Plan BARTLETT TRAYNOR: March 3 Plan Confirmation Hearing Set BATTERS BOX: Seeks to Hire Richard Siegmeister as Attorney BCH ENTERPRISES: Case Summary & 2 Unsecured Creditors BIONIK LABORATORIES: Gets Regulatory OK for InMotion in Korea BIOPHARMX CORP: Signs Merger Agreement with Timber Pharmaceuticals BLUE DOG: Amends Plan to Delete Language on Payments BLUE RIDGE SITE: Has Until Feb. 28 to File Plan & Disclosures BUCKEYE PARTNERS: S&P Keeps Issuer Credit Rating Unchanged CBAK ENERGY: Atlas Sciences Agrees to Swap $100K Note for Equity CFO MGMT: Trustee's $3.65M Sale of FWC Building 3 to Lotus Approved CHENIERE ENERGY INC: S&P Affirms BB ICR on Improved Business Risk CHENIERE ENERGY: S&P Affirms 'BB' ICR on Improved Business Risk CITYWIDE COMMUNITY: Court Approves Disclosure Statement CLINTON NURSERIES: Court Confirms Second Amended Plan COASTAL LIVING: April 15 Filing Deadline of Plan and Disclosures COCRYSTAL PHARMA: Amends Alliance Equity Distribution Agreement CORSI CAB: Proposes Auction Sale of Medallions & Vehicles CP#1109 LLC: Continental Motors Objects to Amended Plan DEMO REALTY: Case Summary & 7 Unsecured Creditors DOMINION GROUP: Henderson Auction Sale of Property Approved DONNA J. BARNES: Feb. 29 Auction of Westerly Property Set DRS SERVICES: Seeks to Hire Caddell Reynolds as Attorney DYNASTY ACQUISITION: Moody's Affirms B3 CFR, Outlook Stable ECOARK HOLDINGS: Investors to Exercise Warrants for $2M in Cash EL CANO DEVELOPMENT: March 5 Disclosure Statement Hearing Set ELEVATE TEXTILE: S&P Downgrades ICR to 'B-'; Outlook Negative EP ENERGY: Feb. 26 Plan Confirmation Hearing Set EQM MIDSTREAM: Moody's Alters Outlook on Ba1 CFR to Negative FAIRWAY GROUP: K&S Represents Brigade Capital, 3 Others FENTON CHARTER: S&P Assigns 'BB+' Rating to 2020 Bonds FLORENCE F. SMITH: Trustee's Auction Sale of New York Property Set FRICTIONLESS WORLD: Panel Hires JW Infinity as Financial Advisor GAMESTOP CORP: Moody's Lowers CFR to B2, Outlook Stable GET HOOKED: Hickman Buying 2 Charter Fishing Permits for $27K GRANITE CITY: Sets Bidding Procedures for All Assets HAMPSTEAD GLOBAL: Unsec. Creditors to be Paid in Full in 9 Months HAMTRAMCK MEDICAL: Has Until Feb. 14 to File Plan & Disclosures HEATING & PLUMBING: March 18 Hearing on Amended Plan Outline HOTEL CUPIDO: Has Until April 30 to File Plan & Disclosure IDEANOMICS INC: Qingdao Agrees to Invest RMB200 Million JAGGED PEAK: Moody's Upgrades Sr. Unsec. Notes to Ba3 JANE STREET: Moody's Withdraws 'Ba3' Issuer Rating JCV TRUCKING: Court Confirms Chapter 11 Plan JEFFERY L. JOHNSON: Jan. 23 Hearing on Bonifay Property Rescheduled JHS VENTURES: Court Approves Disclosure Statement JOSEPH’S TRANSPORTATION: Wants Confirmation Hearing Set to March 2 KC CULINARTE: S&P Downgrades ICR to 'B-' on Elevated Leverage LADDER CAPITAL: Fitch Raises LongTerm IDR to BB+, Outlook Stable LINDRAN PROPERTIES: Case Summary & 20 Largest Unsecured Creditors LIQUIDMETAL TECHNOLOGIES: Valencia Signs 5-Year Office Lease LMBE-MC HOLDCO II: S&P Affirms 'BB-' Debt Rating; Outlook Stable MDM HOLDINGS: Unsecureds Get $500 Per Month Until Paid in Full MEADE INSTRUMENTS: Committee Hires SulmeyerKupetz as Counsel MELBOURNE BEACH: Trustee Sets Bid Procedures for Melbourne Assets MELKINNEY LLC: Court Approves Disclosure Statement MENDOTA LUTHERAN: Case Summary & 20 Largest Unsecured Creditors MERCYHURST UNIVERSITY: S&P Lowers Bond Rating to 'BB' MJW FILMS: Hires Keegan Linscott as Financial Advisor, Accountant MOTIF DIAMOND: Seeks to Hire Osipov Bigelman as Counsel MRI INTERVENTIONS: Closes $17.5M Investment from PTC & Petrichor MUST CURE: Voluntary Chapter 11 Case Summary MYOMO INC: Launches 1-for-30 Reverse Stock Split of Common Stock NAI CAPITAL: Case Summary & 20 Largest Unsecured Creditors NAJEEB AHMED KHAN: Trustee Selling 2 Vessels to Hosford for $905K NEPHROS INC: Prices $7.5 Million Underwritten Stock Offering NINE ENERGY: Moody's Affirms B2 CFR & Alters Outlook to Negative NSPIRE HEALTH: Court Approves Disclosure Statement OMNICHOICE HEALTH: Working on Issues Raised by UST OUTLOOK THERAPEUTICS: Signs Deals to Streamline Capital Structure OZARKS RIDGERUNNER: Bank Says Disclosures Insufficient OZARKS RIDGERUNNER: To Seek OK of Plan & Disclosures March 11 PADDOCK ENTERPRISES: FCR Hires Young Conaway as Counsel PADDOCK ENTERPRISES: Hires Alvarez & Marsal as Financial Advisor PADDOCK ENTERPRISES: Hires Latham & Watkins as Co-Counsel PANDA LIBERTY: S&P Puts CCC' Debt Rating on Watch Developing PANDA PATRIOT: S&P Lowers Senior Secured Debt Rating to 'CCC' PARALLAX HEALTH: Amends Securities Purchase Agreement with Ionic PATRIOTS ENVIRONMENTAL: Case Summary & 20 Top Unsecured Creditors PERFECT BROW: Unsecureds' Recovery Revised to 15.0% to 31.4% PERIMETER LAWN: Court Confirms Plan of Reorganization PG&E CORPORATION: Taps Willis Towers as Human Resource Consultant PITNEY BOWES: Fitch Withdraws BB+ IDR for Commercial Reasons PRAIRIE ECI: Fitch Assigns BB- IDR; Still on Rating Watch Negative PRAIRIE ECI: S&P Affirms 'B+' Issuer Credit Rating PRIME GLOBAL: Delays Filing of Annual Report for FY Ended Oct. 31 PRINCETON ALTERNATIVE: Slated to Seek Plan Approval March 2 PRINT GROUP: To Seek Approval of Plan & Disclosures March 11 PROMENADE ON FIFTH: April 16 Filing Deadline of Plan and Disclosure PTC INC: S&P Affirms 'BB' ICR on Planned Refinancing PUG LLC: Moody's Lowers CFR to B2, Outlook Stable PULMATRIX INC: Receives Fast Track Designation for Pulmazole QUANTUM CORP: Posts $4.7 Million Net Income in Third Quarter QUOTIENT LIMITED: Provides Update on Recent MosaiQ Milestone RAYNOR SHINE: Case Summary & 20 Largest Unsecured Creditors SANAM CONYERS: Affiliate Janam to File Plan & Disclosure by May 19 SAVE MONEY: Florida Farm Bureau Opposes Plan Confirmation SBL HOLDINGS: S&P Rates Noncumulative Preferred Shares 'BB' SCHRAD LTD: Unsecured Creditors to Have 45% Dividend in Plan SILGAN HOLDINGS: Moody's Reviews Ba2 CFR for Downgrade SINTX TECHNOLOGIES: Signs Research Collaboration Deal with Nissin SOUTHERN INYO: Vi Healthcare to Get $900K Total Payment in 4 Years SPRINT CORP: S&P Rates New $1BB Junior Guaranteed Notes 'B+' STATION CASINOS: Moody's Assigns Ba3 Rating on New Term Loan A STATION CASINOS: S&P Rates Sr. Secured Revolver, Term Loans 'BB-' STEINWAY MUSICAL: Moody's Raises CFR to B2, Outlook Stable STL RENAISSANCE: Voluntary Chapter 11 Case Summary SVENHARD'S SWEDISH: Hires Gary Garrigues as Special Counsel SVENHARD'S SWEDISH: Hires Zolkin Talerico as Counsel TALLGRASS ENERGY: Fitch Lowers LT Issuer Default Rating to BB+ TNT UNDERGROUND: Has Until Feb. 3 to File Plan & Disclosure UNIT CORP: Victory Capital No Longer Owns Common Shares UNITED PF: Moody's Assigns B2 Corp. Family Rating, Outlook Stable VAC FUND HOUSTON: Proposes Sale of Homes VENUS CONCEPT: Registers 16.4M Shares for Possible Resale VIA AIRLINES: Feb. 28 Combined Plan & Disclosure Hearing Set WD-I ASSOCIATES: Drayton-Parker Buying Parcel E for $1.9 Million WELBILT INC: Moody's Affirms B2 CFR, Outlook Stable WOODSTOCK REALTY: Plan & Disclosures Due Feb. 3 ZOTEC PARTNERS: S&P Alters Outlook to Positive, Affirms 'B-' ICR [^] BOND PRICING: For the Week from January 27 to 31, 2020 ********* 2737 W. FULTON: Unsecureds Will be Paid in Full ----------------------------------------------- 2737 W. Fulton, LLC, has filed a reorganization plan that proposes to pay its creditors in full on all allowed claims, plus interest on their respective Allowed Claims from a number of sources: (a) Proceeds of a refinance of the indebtedness due to First Midwest procured from a third party that will advance funds to the Debtor at fair market interest rates to "take-out" the indebtedness due to First Midwest ("Take Out Lender"). The Take-Out Lender will be given a first mortgage to secure the payment of the funds advanced to pay First Midwest on this refinance; (b) if the refinance of First Midwest’s indebtedness is not consummated by January 1, 2023, the Debtor will market and sell the 2737 Property to pay off First Midwest, Shusterman and the unsecured creditors of this estate; (c) Shusterman will be paid from proceeds of sale of the 2738 Property; (d) if necessary, Shusterman will be paid from proceeds of sale of Unit 57 A/B and Unit 55 A/B. If the 2738 Property is not sold by April 1, 2020, the titleholder of Unit 55 A/B and Unit 57 A/B will retain a real estate broker to procure buyer(s) for these properties with a target to sell Unit 55 A/B and Unit 57 A/B by December 31, 2020; and (e) the Debtor will be leasing the 2737 Property by April 1, 2020. The rent proceeds paid by the tenant or tenants of the 2737 Property will be available to pay monthly payments of $11,000 to First Midwest. If there are rent proceeds available after paying First Midwest $11,000 per month, and after the payment of ordinary and necessary expenses of the 2737 Property that are not paid by the tenant(s), the balance of the rent proceeds will be paid to Shusterman. The term of the Plan shall not exceed a period of five years. Through this Plan of Reorganization, the Debtor is seeking to pay its unsecured creditors 100% of their allowed claims, and interest at a rate equal to 2% per annum for each claimant with an allowed claim, accruing from the Effective Date for the respective Claimant, or such higher rate of interest as the Bankruptcy Court shall determine is appropriate. The unsecured creditors will be paid on or before three years from the Effective Date in three equal annual installments of principal plus interest. A full-text copy of the Disclosure Statement dated Jan. 20, 2020, is available at https://tinyurl.com/uo32g5u from PacerMonitor.com at no charge. Counsel for the Debtor: Ariel Weissberg, Esq. Weissberg and Associates, Ltd. 401 S. LaSalle St., Suite 403 Chicago, IL 60605 Tel: (312) 663-0004 Fax: (312) 663-1514 About 2737 W. Fulton (Bankr. N.D. Ill. Case No. 19-28605) on Oct. 8, 2019. In the petition signed by Yasya Shtayner, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Carol A. Doyle oversees the case. Ariel Weissberg, Esq., at Weissberg and Associates, Ltd., serves as bankruptcy counsel to the Debtor. AKOUSTIS TECHNOLOGIES: Incurs $9.3-Mil. Net Loss in 2nd Quarter --------------------------------------------------------------- Akoustis Technologies, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $9.31 million on $518,000 of total revenue for the three months ended Dec. 31, 2019, compared to a net loss of $6.74 million on $323,000 of total revenue for the three months ended Dec. 31, 2018. For the six months ended Dec. 31, 2019, the Company reported a net loss of $18.29 million on $1.06 million of total revenue compared to a net loss of $14.05 million on $636,000 of total revenue for the same period during the prior year. As of Dec. 31, 2019, the Company had $69.31 million in total assets, $25.11 million in total liabilities, and $44.19 million in total stockholders' equity. At Dec. 31, 2019, the Company had cash and cash equivalents of $46.3 million and working capital of $44.7 million. The Company has historically incurred recurring operating losses and has experienced net cash used in operating activities of $11.9 million for the six months ended Dec. 31, 2019 which, according to the Company, raises substantial doubt about its ability to continue as a going concern within one year after the issuance date. As of Jan. 24, 2020, the Company had $44.4 million of cash and cash equivalents. These funds will be used to fund the Company's operations, including capital expenditures, R&D, commercialization of its technology, development of its patent strategy and expansion of its patent portfolio, as well as to provide working capital and funds for other general corporate purposes. The Company expects that these funds will be sufficient to fund its operations beyond the next twelve months from Jan. 31, 2020 (the date of filing of this Form 10-Q). A full-text copy of the Form 10-Q is available for free at the SEC's website at: https://is.gd/nuPA92 About Akoustis Technologies Headquartered in Huntersville, NC, Akoustis is focused on developing, designing, and manufacturing innovative RF filter products for the mobile wireless device industry, including for products such as smartphones and tablets, cellular infrastructure equipment, and WiFi premise equipment. Akoustis reported a net loss of $29.25 million for the year ended June 30, 2019, compared to a net loss of $21.74 million for the year ended June 30, 2018. ALCHEMY INTERNATIONAL: S&P Affirms 'B' ICR on Reading Alloys Deal ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on U.S.-based metals powders producer Alchemy International Holdings LLC (Kymera) following the company's announcement that it is acquiring titanium alloys producer Reading Alloys Inc. (not rated) from AMETEK Inc. for $250 million. Financing for the acquisition includes a $165 million add on to Kymera's $240 million term loan and an $80 million equity contribution from Palladium Equity -- Kymera's private equity sponsor. Meanwhile, S&P affirmed its 'B' issue-level rating on the company's first-lien term loan, along with a '3' recovery rating, indicating its expectation of meaningful recovery in a payment default. S&P expects the acquisition of Reading to expand Kymera's margins. The acquisition of Reading will accelerate the contribution of high value-add products, which along with more normalized demand conditions, should result in adjusted EBITDA margins rising about 350 basis points for 2020. This includes opportunities for synergies associated with consolidating resources, and expanding the role Kymera has as one of Reading's key suppliers. Furthermore, Reading's end markets provide additional customer diversification and more inroads into the aerospace industry, which has growth expectations exceeding those for the broad economy in general, and should provide a stronger and more stable margin profile. The stable outlook reflects S&P's view that while the acquisition will boost margins by increasing the portfolio of higher value-add offerings, adjusted leverage will remain in the 4.5x-5.5x range in 2020. This is partially due to starting 2020 on the heels of negative growth in 2019 with company-specific factors exacerbating flagging demand. Nevertheless, the expansion of customers in aerospace end-markets resulting from the acquisition should decrease the volatility of profitability, while also providing additional growth opportunities. "We could lower our ratings on Kymera over the next 12 months if adjusted debt to EBITDA rises and we expect it to remain above 6x, or if interest coverage drops below 2x. This could occur if demand weakens further reducing volumes sold. We could also lower the rating if EBITDA margins fell to less than 10%, indicating weakening business fundamentals. This could occur if persistently low levels of demand eventually led to reduced markups in an effort to curb falling volumes," S&P said. "We view an upgrade as unlikely within a year given the limited size of the company, and our belief that the company will not achieve the scale of expansion required for a higher rating within a year. Although we expect the sponsor to continue to pursue opportunities for additional acquisition-based growth, this would take some time as well and could hurt credit measures," the rating agency said. ALTA MESA: Crady Jewett Represents Utility Companies ---------------------------------------------------- In the Chapter 11 cases of Alta Mesa Resources, Inc., et al., the law firm of Crady Jewett McCulley & Houren LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the following: a. Titanium Exploration Partners, LLC b. TEP Anadarko Basin South III, LLC c. TEP Anadarko South IV, LLC d. Baker Hughes Oilfield Operations LLC e. Baker Petrolite LLC f. Headington Energy Partners LLC, and g. Headington Royalties Inc. Each of these entities and/or individuals has an interest in these proceedings by virtue of either a lease or contract with one or more of the Debtors. Crady Jewett McCulley & Houren LLP does not own a claim or interest in the Debtor or the Debtor's estate. Crady Jewett McCulley & Houren LLP does not believe that its representation of the interest of the entities listed above will create a conflict between, or be adverse to the interests of any of these parties. Crady Jewett McCulley & Houren LLP is not representing a committee. Counsel for Parties-In-Interest, Titanium Exploration Partners, LLC, TEP Anadarko Basin South III, LLC, TEP Anadarko South IV, LLC, Baker Hughes Oilfield Operations LLC, Baker Petrolite LLC, Headington Energy Partners LLC, and Headington Royalties Inc. can be reached at: CRADY JEWETT MCCULLEY & HOUREN LLP Shelley Bush Marmon, Esq. William R. Sudela, Esq. 2727 Allen Parkway, Suite 1700 Houston, TX 77019-2125 Telephone: (713) 739-7007 Facsimile: (713) 739-8403 Email: smarmon@cjmhlaw.com wsudela@cjmhlaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/GN1Vji About Alta Mesa Resources Alta Mesa Resources, Inc., is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma, and through Kingfisher Midstream, LLC, provides best-in-class midstream energy services, including crude oil and gas gathering, processing and marketing and produced water disposal to producers in the STACK play. Alta Mesa reported $1.4 billion in assets and $864 million in liabilities as of Dec. 31, 2018. Alta Mesa and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019. The Hon. Marvin Isgur is the case judge. The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as attorneys; and Perella Weinberg Partners LP and its affiliate Tudor Pickering Holt & Co Advisors LP as investment banker. Prime Clerk LLC is the claims agent. ALTADENA LINCOLN: Unsecureds to Recover From Lender Liability Suits ------------------------------------------------------------------- Debtor Altadena Lincoln Crossing LLC filed an Amended Disclosure Statement describing the Debtor's Eighth Amended Plan of Reorganization dated Jan. 24, 2020. The Plan treats claims as follows: * Class 4b Allowed Claim of BGM Pasadena, LLC. IMPAIRED. Total claim $2,850,000. The claim held by BGM in Class 4b is deemed unsecured by reason of the fact that EWB's first priority lien in Class 3 exceeds the estimated value of the collateral. As an insider, BGM will share in the net recovery obtained by the Debtor in the prosecution of its lender liability claims against EWB or from the prosecution of the Ninth Circuit Appeal, but will subordinate its payment to all non-insider creditors until those creditors have been paid in full, plus interest at the federal rate. * Class 5 Allowed Claim of George Garikian, Trustee of The George Garikian Living Trust. IMPAIRED. Total claim $100,000. The Debtor proposes to allow the sum of $100,000 in full satisfaction of the Proofs of Claim asserted by Garikian and reserves its rights to object to any amount in excess of the proposed allowed claim of $100,000. In full satisfaction of its Allowed Claim, Garikian shall share in the net recovery obtained by the Debtor in the prosecution of its lender liability claims against EWB in the amount of $100,000 as a non-insider unsecured creditor. * Class 6 Allowed Claim of Dorn Platz Management, Inc. IMPAIRED. Total claim $1,940,762. The claim held by Dorn Platz in Class 6 is deemed unsecured by reason of the fact that EWB's first priority lien in Class 3 exceeds the estimated value of the Property. As an insider, Dorn Platz will share in the net recovery obtained by the Debtor in the prosecution of its lender liability claims against EWB, but will subordinate its payment to all non-insider creditors until those creditors have been paid in full, plus interest at the federal rate. * Class 7 Allowed Claim of RJJ Properties; JFP-Altadena; Donald G. Barlow Trustee of the D&S Barlow Living Trust ("RJJ/JFP/Barlow"). IMPAIRED. Total Claim $5,500,000. The claim held by RJB Properties, JFP-Altadena, Donald Barlow in Class 7 is deemed unsecured by reason of the fact that EWB's first priority lien in Class 3 exceeds the estimated value of the collateral. As an insider, RJJ/JFP/Barlow will share in the net recovery obtained by the Debtor in the prosecution of its lender liability claims against EWB, but will subordinate its payment to all non-insider creditors until those creditors have been paid in full, plus interest at the federal rate. * Class 8 Allowed Claim (jointly held) by OPICS Real Estate Investments & Brokerage, LLC ("OPICS") and Bromley, LLC ("Bromley"). IMPAIRED. Total claim $575,000 plus interest and attorney's fees. The Bromley Claim and the OPICS Claim will be classified and treated together in a single class—Class 8 in the amount of their Allowed Claims—and will be paid from the net recovery obtained by the Debtor from the prosecution of its lender liability claims against EWB or from the Ninth Circuit Appeal. The Class 8 Claim shall be paid on a pro-rata basis with all other non-insider claims, plus interest at the federal rate, with all insider claims subordinated to payment. * Class 9 Allowed Claims of BGM Pasadena, LLC. IMPAIRED. Total claim: To be included in Class 4b above. The Class 9 Claim shall be treated together with and in accordance with the treatment of the Class 4b Claim described above as a single allowed claim. * Class 11 General Unsecured Class. IMPAIRED. Total claim $11,422,982. Class 11 Allowed Claims will share in in the net recovery obtained by the Debtor in the prosecution of its lender liability claims against EWB, plus interest at the federal rate, unless such holder of a claim in Class 11 is an insider, in which case its payment will be subordinated to the payment of non-insider creditors and then will share pro rata in the remaining proceeds. As of the Effective Date, the Debtor's remote equity holder, SF Red, shall deposit the greater of: (a) $150,000, or (b) an amount equal to 110% of the administrative claims due on the Effective Date, as a capital contribution to the Debtor to support the Plan Payments due to administrative creditors, proof of which availability of such funds having been supplied prior to the confirmation hearing by a certified bank statement. A hearing on the Disclosure Statement is slated for: Date: March 4, 2020 Time: 2:00 p.m. Place: Courtroom 1539 255 E. Temple Street Los Angeles, CA 90012 A full-text copy of the Disclosure Statement dated Jan. 24, 2020, is available at https://tinyurl.com/tuflcjg from PacerMonitor.com at no charge. Attorneys for Debtor: ALTADENA LINCOLN CROSSING LLC, GREGORY M. SALVATO JOSEPH BOUFADEL SALVATO LAW OFFICES 777 South Figueroa Street, Suite 2800 Los Angeles, California 90017-5826 Telephone: (213) 484-8400 Facsimile: (213) 401-2411 E-mail: GSalvato@Salvatolawoffices.com JBoufadel@Salvatolawoffices.com About Altadena Lincoln Crossing Headquartered in Pasadena, California, Altadena Lincoln Crossing LLC, a Delaware limited liability company, filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-14276) on April 7, 2017. In the petition signed by Greg Galletly, manager, the Debtor was estimated to have both assets and liabilities at between $10 million and $50 million. The Debtor is an affiliate of BGM Pasadena, LLC, which sought bankruptcy protection (Bankr. C.D. Cal. Case No. 15-27833) on Nov. 20, 2015. Judge Julia W. Brand oversees Altadena's case. James A Tiemstra, Esq., at Tiemstra Law Group PC, serves as the Debtor's bankruptcy counsel. Gregory M. Salvatao Esq., at Salvato Law Offices, serves as the Debtor's general bankruptcy and litigation counsel. Coldwell Banker Commercial North Country serves as the Debtor's real estate broker. AMN HEALTHCARE: Moody's Affirms Ba1 CFR & Alters Outlook to Neg. ---------------------------------------------------------------- Moody's Investors Service affirmed AMN Healthcare, Inc.'s Ba1 Corporate Family Rating following its announcement to acquire Stratus Video Holding Company. Moody's also affirmed the company's Ba1-PD Probability of Default Rating and Ba2 ratings on senior unsecured notes. At the same time, Moody's changed the outlook to negative from stable. The company's Speculative Grade Liquidity Rating of SGL-1 is unchanged. The rating actions follow from the company's announcement that it will acquire Stratus for approximately $475 million with a substantial portion of the purchase price funded by additional debt. While the transaction is strategically sensible for AMN, the company's debt/EBITDA will increase significantly from approximately 2.7x to 3.7x on a pro-forma basis. The affirmation of the company's ratings reflects Moody's expectations that the company will delever in the next 12 to 18 months as it pays down revolver borrowings using free cash flow. "The negative outlook reflects the company's increasingly rapid pace of acquisitions and AMN's rising tolerance for debt leverage as the Stratus acquisition follows approximately $450 million of acquisitions undertaken in the past two years," said Kailash Chhaya, Moody's Vice President and Senior Analyst. Ratings affirmed: AMN Healthcare, Inc. Corporate Family Rating at Ba1 Probability of Default Rating at Ba1-PD $300 million Senior Unsecured Notes due 2027, Ba2 (LGD5) from (LGD4) $325 million Senior Unsecured Notes due 2024 at Ba2 (LGD5) from (LGD4) Outlook action: outlook changed to negative from stable RATINGS RATIONALE The Ba1 Corporate Family Rating reflects Moody's expectations that the company will maintain moderate leverage with debt/EBITDA approaching 3 times in the next year, leading market position in the temporary healthcare staffing industry and very good liquidity profile. The company's recent acquisitions, while raising leverage, have improved AMN's diversification while improving profitability and reducing its vulnerability to the cyclicality of other businesses. The rating also reflects the company's track record of successful acquisition integration and the ability to rapidly delever following past acquisitions. Moody's expects that over the long term AMN will benefit from favorable industry trends, including growing demand for health services due to an aging population. While AMN's diversification is improving, its rating is constrained by the highly cyclical Nurse and Allied Solutions segment, which accounted for 64% of revenue in the first nine months of 2019. While the company has taken steps to reduce volatility, Moody's believes that revenue and earnings remain exposed to an economic downturn. Furthermore, Moody's expects that the company will continue its expansion through acquisitions. The negative outlook reflects Moody's expectation that the company's debt to EBITDA will remain above 3.0 times over the next 12 to 18 months. While the company generates healthy free cash flow, there is very limited flexibility for the company to undertake additional acquisitions while leverage remains elevated. An upgrade in the near term is unlikely. However, if the company materially increases its size and diversity of services such that there is reduced exposure to economic cycles, the ratings could be upgraded. For example, by expanding its Managed Service Programs and growing revenues outside of the volatile Nursing and Allied Solutions segment, the ratings could be upgraded. Further, debt to EBITDA below 2.0 times could support upward rating pressure. The ratings could be downgraded if AMN's debt to EBITDA is sustained above 3.0 times. The ratings could also be downgraded if earnings and cash flow decline materially due to an economic slowdown. Furthermore, a weakening of liquidity or a material increase in leverage due to debt-funded acquisitions or share repurchases could also result in a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. AMN is the largest provider of workforce solutions and staffing services to healthcare facilities in the United States. The company's services include managed services programs, vendor management systems, recruitment process outsourcing and consulting services. The company's Nurse and Allied Solutions segment accounted for 64% of revenue in the first nine months of 2019, the Locum Tenens Solutions segment accounted for 15% of revenue and the Other Workforce Solutions (physician permanent placement, executive search, etc.) segment accounted for 21% of revenue. The company is publicly traded, and its revenues exceed $2.1 billion. APPLE MOVING: April 21 Filing Deadline of Plan and Disclosures -------------------------------------------------------------- Judge Judge Caryl E. Delano in Middle District of Florida, has entered an order setting a April 21, 2020 deadline for Apple Moving, Inc., d/b/a Mov2Day.com, to file a plan and disclosure statement. If the Debtor fails to file a Plan and Disclosure Statement by the Filing Deadline, the Court will issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7 case pursuant to section 1112(b)(1) of the Bankruptcy Code. A full-text copy of the Order dated Jan. 24, 2020, is available at https://tinyurl.com/rz2mh3l from PacerMonitor.com at no charge About Apple Moving Apple Moving, Inc. is a Florida profit corporation that primarily provides commercial and residential moving services within Southwest Florida but occasionally provides long distance moving services where the pickup or delivery site is within its primary service area. It was founded on Dec. 22, 2005. Apple Moving sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-12003) on Dec. 23, 2019. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. The Debtor tapped Dal Lago Law as its legal counsel. ARMATA PHARMACEUTICALS: Innoviva Agrees to Buy $25M Securities -------------------------------------------------------------- Armata Pharmaceuticals, Inc., and Innoviva, Inc., have entered into a securities purchase agreement pursuant to which Innoviva will purchase, upon satisfaction of certain closing conditions, approximately $25 million in Armata common stock and warrant securities (excluding any consideration payable upon exercise of warrants). Armata expects to use the proceeds from the offering to support the ongoing advancement of its bacteriophage development programs, including the expected first in human studies related to Armata's lead phage candidate, AP-PA02, targeting Pseudomonas aeruginosa, as well as AP-SA02, its phage candidate targeting Staphylococcus Aureus. "We are excited by this opportunity and are eager to work with the Armata team in the development of this novel treatment for multi drug resistant bacterial infections which represent a serious and growing public health crisis," said Odysseas Kostas, M.D., chairman of Innoviva's Board of Directors. Pursuant to and subject to the terms and conditions of the securities purchase agreement and related agreements, Innoviva will purchase approximately 8.7 million newly issued shares of Armata's common stock, at a price of $2.87 per share, and warrants to purchase up to approximately 8.7 million additional shares of Armata's common stock, with an exercise price of $2.87 per share. The stock purchases are expected to occur in two tranches. At the closing of the first tranche, Innoviva will purchase approximately 1.0 million shares of common stock and warrants to purchase approximately 1.0 million shares of common stock for an aggregate purchase price of $2.8 million. At the closing of the second tranche, upon Armata stockholders voting in favor of the transaction, Innoviva will purchase approximately 7.7 million shares of common stock and warrants to purchase approximately 7.7 million shares of common stock for an aggregate purchase price of $22.2 million. Assuming the completion of the first closing, Innoviva will be entitled to appoint two directors to Armata's Board of Directors. It currently is expected that Innoviva will appoint Sarah Schlesinger. M.D. and Odysseas Kostas, M.D. to serve on Armata's Board of Directors. Subject to the satisfaction of certain closing conditions, including, with respect to the second closing, the approval of Armata's stockholders, the transactions contemplated by the securities purchase agreement are expected to close during the first quarter of 2020. "Over the course of the last several months, we have made significant progress advancing our bacteriophage development programs," stated Todd R. Patrick, chief executive officer of Armata. "As we now prepare to enter human clinical trials, we are excited to enter into this agreement with Innoviva given its team's experience with drug development and clinical medicine. We are particularly looking forward to welcoming Drs. Kostas and Schlesinger to our Board. Their commitment to provide novel solutions for patients suffering from antibiotic resistance will be invaluable as we develop our bacteriophage platform. As we look forward, the funding from this transaction will allow us to pursue meaningful milestones in 2020 and 2021." Armata hopes to achieve the following milestones in 2020: * Initiate a clinical trial evaluating safety and tolerability of AP-PA02 in cystic fibrosis patients chronically infected with P. aeruginosa * Obtain topline data from the clinical trial of AP-PA02 * Obtain third party, non-dilutive funding to advance Armata's Staphylococcus aureus phage candidate, AP-SA02, into clinical trials * File an IND to initiate clinical studies of AP-SA02 The transaction was approved by the Boards of Directors of both companies and the shareholders of Armata will receive a proxy statement seeking their approval of the second closing in the coming weeks. Immediately after the second closing of the transaction, Armata will have approximately 18.6 million shares of common stock and warrants exercisable for approximately 10.6 million shares of common stock outstanding. The Company expects the proceeds from the offering to provide sufficient cash resources to achieve meaningful clinical milestones in 2020 and 2021. Armata received legal advice in the transaction from Thompson Hine LLP and Ladenburg Thalmann provided financial advice. Willkie Farr & Gallagher LLP provided legal advice to Innoviva. About Armata Pharmaceuticals Headquartered in San Diego, California, Armata, f/k/a Ampliphi Biosciences Corporation, is a clinical-stage biotechnology company focused on the development of precisely targeted bacteriophage therapeutics for the treatment of antibiotic-resistant infections using its proprietary bacteriophage-based technology. Armata is developing and advancing a broad pipeline of natural and synthetic phage candidates, including clinical candidates for Pseudomonas aeruginosa, Staphylococcus aureus, and other pathogens. In addition, in collaboration with Merck, known as MSD outside of the United States and Canada, Armata is developing proprietary synthetic phage candidates to target an undisclosed infectious disease agent. Armata is committed to advancing phage with drug development expertise that spans bench to clinic including in-house phage specific GMP manufacturing. AmpliPhi reported a net loss of $12.11 million for the year ended Dec. 31, 2018, following a net loss of $12.84 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $29.30 million in total assets, $11.17 million in total liabilities, and $18.13 million in total stockholders' equity. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification in its report dated March 25, 2019, citing that the Company has suffered recurring losses and negative cash flows from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. AUGSBURG UNIVERSITY: Moody's Lowers Rating on $48MM Debt to Ba1 --------------------------------------------------------------- Moody's Investors Service downgraded Augsburg University's rating to Ba1 from Baa3. The rating applies to approximately $48 million of debt issued through the Minnesota Higher Education Facilities Authority. The outlook has been revised to negative from stable. RATINGS RATIONALE The downgrade to Ba1 reflects Augsburg University's weaker financial performance combined with declining liquidity constraining its flexibility to respond to future challenges in a highly competitive environment. In fiscal 2019, pressures on operations, in part due to the opening of new facilities and rising debt service, absent offsetting stronger revenue growth resulted in a 6% operating deficit and a narrow operating cash flow margin of 5%. As a result, debt service coverage fell to below 1x, and below the covenant required by privately held debt. While the covenant requirement was waived for fiscal 2019, coverage is expected to remain thin in fiscal 2020, resulting in ongoing exposure to potential acceleration of debt repayment. Risk is further heightened by very low monthly liquidity, which declined to $13.6 million or 66 days in fiscal 2019 due to financing of capital projects, and is insufficient to cover demand debt should payments be accelerated. The Ba1 rating is supported by Augsburg's niche as an established Lutheran university in urban Minneapolis with notable and expanding programs. Though Augsburg operates in a highly competitive student market, favorably, enrollment grew in fall 2019 after two years of modest declines, with a large incoming class offsetting weak graduate enrollment; a trend which is expected to be maintained in fall 2020. Given its heavy dependence on student charges, at 83% of total revenue, Augsburg's financial performance is highly exposed to potential volatility in enrollment. While Augsburg has demonstrated effective budgeting and has the flexibility and ability to adjust expense growth against constrained revenues, it faces competing goals of funding programs and facilities to remain competitive. Moderately high leverage and expectations of somewhat improved but still thin operating performance in fiscal 2020 are also incorporated in the rating. RATING OUTLOOK The negative outlook reflects its view that while the operating cash flow margin is expected to improve in fiscal 2020 as net tuition revenue rises, achieving significant improvement in liquidity and sustainable higher operating cash flow margins and debt service coverage will remain challenging. FACTORS THAT COULD LEAD TO AN UPGRADE - Sustained stronger operating cash flow margins to better cushion debt service - Significant, sustained increase in unrestricted liquidity and overall wealth to provide substantially stronger buffer to operations and debt - Consistent annual growth of net tuition revenue FACTORS THAT COULD LEAD TO A DOWNGRADE - Inability to build up unrestricted liquidity - Continued weak operating performance and cash flow generation from stagnant to declining net tuition revenue - Sustained declines in enrollment LEGAL SECURITY The bonds are a general obligation of Augsburg payable from university revenue including tuition, fees, rental charges and other general funds. The fixed rate bonds are also secured by a debt service reserve fund. PROFILE Augsburg University, founded as a Lutheran seminary in 1869, is in Minneapolis, Minnesota. The university's diverse programs serve traditional students and adult learners. Augsburg enrolled just over 3,000 students in fall 2019, mostly from Minnesota, with revenue of $77 million in fiscal 2019. AVINGER INC: Closes $4.5 Million Equity Offering ------------------------------------------------ Avinger, Inc. has closed an underwritten public offering of 6,428,572 shares of its common stock at a price of $0.70 per share, for total gross proceeds of approximately $4.5 million, before deducting underwriting discounts, commissions and other offering expenses payable by the Company. Additionally, the Company has granted the underwriters a 45-day option to purchase up to 15% additional shares of common stock to cover over-allotments, if any. The shares were offered pursuant to a registration statement on Form S-1 previously filed with and declared effective by the Securities and Exchange Commission. A final prospectus relating to the offering was filed with the SEC and is available on the SEC's website at www.sec.gov. Aegis Capital Corp. is acting as sole bookrunner for the offering. A copy of the final prospectus relating to the offering may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 810 7th Avenue, 18th floor, New York, NY 10019, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010. About Avinger, Inc. Headquartered in Redwood City, California, Avinger -- http://www.avinger.com/-- designs, manufactures and sells image-guided, catheter-based systems that are used by physicians to treat patients with peripheral artery disease ("PAD"). Avinger reported a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018, compared to a net loss applicable to common stockholders of $48.73 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $28 million in total assets, $19.25 million in total liabilities, and $8.75 million in total stockholders' equity. Moss Adams LLP, in San Francisco, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 6, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. AVINGER INC: Hudson Bay Capital Has 2.3% Stake as of Dec. 31 ------------------------------------------------------------ Hudson Bay Capital Management LP and Sander Gerber disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2018, they beneficially own 247,700 shares of common stock issuable upon exercise of warrants of Avinger, Inc., which represents 2.33 percent of the shares outstanding. The Company's Registration Statement on Form S-1 filed with the SEC on Jan. 13, 2020, reports that the total number of outstanding shares of Common Stock as of Dec. 31, 2019 was 10,364,663. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/8chc7R About Avinger, Inc. Headquartered in Redwood City, California, Avinger -- http://www.avinger.com/-- designs, manufactures and sells image-guided, catheter-based systems that are used by physicians to treat patients with peripheral artery disease ("PAD"). Avinger reported a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018, compared to a net loss applicable to common stockholders of $48.73 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $28 million in total assets, $19.25 million in total liabilities, and $8.75 million in total stockholders' equity. Moss Adams LLP, in San Francisco, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 6, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. BARRE N9NE: To Keep 3 Sites Open; Unsecureds Get 20% in Plan ------------------------------------------------------------ Barre N9NE Studio LLC filed a Combined Disclosure Statement and Plan of Reorganization that say that unsecured creditors will have a recovery of 20 cents on the dollar. The Debtor, an operator of 4 barre and fitness studios in Danvers, Woburn, Somerville and Andover, Massachusetts, has continued to operate its fitness studios while seeking to sell the Somerville location. It has since been determined that the location cannot be sold and as a result, the Debtor is rejecting the lease for the Somerville location and shall focus on the continued operations at its remaining studios as a restructured enterprise. The Plan is premised on the Debtor's belief that creditors will receive a greater percentage of their claims under this Plan than they would receive upon a forced liquidation. Under the Plan the Debtor will (i) assume leases at the three locations; (ii) shall provide for payment of its postpetition claims due to the landlord at the Somerville location; (iii) will provide for payment in full of its secured equipment creditor, and (iv) provide for a distribution to the holders of allowed unsecured claims. The Plan provides: * Class 1 Claims of Geneva Capital LLC. Geneva Capital is the holder of two (2) Lease agreements with the Debtor which leases have matured. The Class 1 Claimant shall have an Allowed Secured Claim in the respective sums of $6,039 and $5,919. The Class 1 claimant will be paid over 60 installments of $101 and $100 until paid in full commencing on the Effective Date. There is no prepayment penalty. The Class 1 claimant, holder of the Allowed Secured Class 1 Claim will retain its lien on the Property until satisfaction of the Claim. The Class 1 claimant is impaired. * Class Claims of Street Retail, Inc. At the time of the filing, the Debtor was in arrears to Federal Realty in the sum of $52,709 representing past due rent and common area maintenance charges and related charges. After the filing the Petition, the Debtor fell into arrears on the postpetition rent and owes the sum of $31,094 through Dec. 31, 2019. The balance of the prepetition claim after application of the security deposit which shall be the sum of $43,700 will be paid in accordance with the payment of the Class 7 claimants. The Class 2 Claimant is impaired. * Class 7 Claims of General Unsecured Claims (all unsecured claims and undersecured claims). The Debtor will pay the Class 7 claimants the sum of $15,000 to be distributed pro rata in three annual installments with the first distribution of $5,000 payable upon the Effective Date of confirmation. There will be 2 additional annual dividends of $5,000 for a total of $15,000 to be distributed pro rata upon the anniversary dates of the Effective Date. There is no prepayment penalty. The payments will be in full satisfaction of all claims of the Class 7 obligations. The Debtor estimates payments will result in a dividend distribution of approximately 20%. Class 7 is impaired. * Class 9 Claims of Musgrove LLC. At the time of the filing, the Debtor was in arrears to Musgrove for certain common area maintenance charges and related charges in the amount of $1,945.21. The Debtor will assume the lease for the Musgrove Premises shall cure the prepetition obligations by payment over 36 monthly installments, the payment of which will commence on the Effective Date. The Class 9 Claimant is impaired. A full-text copy of the Disclosure Statement dated Dec. 27, 2019, is available at https://tinyurl.com/urjdr6k from PacerMonitor.com at no charge. Counsel for the Debtor: Nina M. Parker, Esq. Parker & Associates 10 Converse Place, Suite 201 Winchester, MA 01890 About Barre N9ne Studio Barre N9ne Studio LLC operates 4 barre and fitness studios, teaching fitness classes in a group setting as well as offers one on one personal training. As of the bankruptcy filing, it had locations in Danvers, Woburn, Somerville and Andover, Massachusetts. The company's office is located at 9 Page Street, Danvers, Massachusetts. Barre N9ne Studio filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 19-13241) on Sept. 24, 2019, estimating less than $1 million in both assets and liabilities. Nina M. Parker, at Parker & Lipton, is the Debtor's counsel. BARTLETT TRAYNOR: March 3 Plan Confirmation Hearing Set ------------------------------------------------------- On Nov. 20, 2019, debtor Bartlett Traynor & London, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a disclosure statement and a plan of reorganization. On Jan. 14, 2020, Judge Henry W. Van Eck approved the disclosure statement and established the following dates and deadlines: * Feb. 20, 2020, is fixed as the last day for filing written acceptances or rejections of the Plan. * Feb. 20, 2020, is fixed as the last day for filing and serving pursuant to Bankruptcy Rule 3020(b)(1) written Objections to the confirmation of the Plan and for any parties to bid on the equity of the Debtor if such proves necessary. * Feb. 20, 2020, is fixed as the last day for the Debtor to file with the Court a tabulation of ballots accepting or rejecting the Plan. * March 3, 2020, at 10:00 a.m., is fixed as the date for the hearing on the confirmation of the Plan, such hearing to be in the United States Bankruptcy Courtroom, Third Floor, Federal Building, Third and Walnut Streets, Harrisburg, Pennsylvania. A full-text copy of the order dated January 14, 2020, is available at https://tinyurl.com/stq49jr from PacerMonitor.com at no charge. About Bartlett Traynor & London Bartlett Traynor & London, LLC, which conducts business under the name Harrisburg Midtown Arts Center, is a music and arts center at 1110 N. Third St., Harrisburg, Pennsylvania. Bartlett Traynor & London sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-03520) on Aug. 23, 2018. In the petition signed by John Traynor, member, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Henry W. Van Eck is the presiding judge. The Debtor tapped Cunningham Chernicoff & Warshawsky, P.C., as counsel. BATTERS BOX: Seeks to Hire Richard Siegmeister as Attorney ---------------------------------------------------------- Batters Box Miami LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Richard Siegmeister, PA, as attorney to the Debtor. Batters Box requires Richard Siegmeister to: a. give advice to the Debtor with respect to its powers and duties as a debtor-in-possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the debtor in all matters pending before the court; and e. represent the debtor in negotiation with its creditors in the preparation of a plan. Richard Siegmeister will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard Siegmeister, a partner at Richard Siegmeister, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Richard Siegmeister can be reached at: Richard Siegmeister RICHARD SIEGMEISTER, PA 3850 Bird Rd Floor 10 Miami, FL 33146-1501 Tel: (305) 859-7376 About Batters Box Miami Batters Box Miami, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 20-10638) on Jan.17, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Richard Siegmeister, Esq., at Richard Siegmeister, PA. BCH ENTERPRISES: Case Summary & 2 Unsecured Creditors ----------------------------------------------------- Debtor: BCH Enterprises LLC 5655 Lindero Canyon Road, Suite 102 Westlake Village, CA 91361 Business Description: BCH Enterprises LLC is engaged in activities related to real estate. Chapter 11 Petition Date: January 31, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-10157 Debtor's Counsel: Randall V. Sutter, Esq. ROUNDS & SUTTER LLP 674 County Square Drive, Suite 108 Ventura, CA 93003 Tel: 805-650-7100 E-mail: rsutter@rslawllp.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Brett Harrison, LLC member/manager. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/A5LRCG List of Debtor's Two Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. American Express Credit Card $27,000 PO Box 981540 El Paso, TX 79998 2. Farzin Maly & Bahareh Pending $0 Mohammadzadeh Lawsuit- c/o Law Offices of Daniel Spitzer Breach of 16311 Ventura Blvd., Suite 1200 Contract Encino, CA 91436-2152 BIONIK LABORATORIES: Gets Regulatory OK for InMotion in Korea ------------------------------------------------------------- BIONIK Laboratories Corp. received notice of regulatory approval for its InMotion ARM from the South Korean Ministry of Food and Drug Safety on Jan. 8, 2020, representing a significant step toward the penetration of Asian markets for the company. Just days later, Curexo, BIONIK's exclusive distribution partner in South Korea, received its first purchase order for an InMotion ARM system from SeoSong Rehabilitation Hospital, a new university rehabilitation nursing hospital expected to open on March 1, 2020. Both the regulatory approval and purchase order were led by Curexo. "We are excited to implement BIONIK's InMotion ARM robots into our patient treatment programs upon the hospital's grand opening, as we believe it will enhance our patient outcomes and quality of care," said Dr. Hong Yong Kim, head medical doctor, SeoSong Rehabilitation Hospital. "BIONIK's InMotion ARM robotics was the optimal choice for us as we seek to offer the most innovative stroke recovery care available to the market. We look forward to a long and successful relationship." In South Korea, nearly 105,000 people experience a stroke event each year, and more than 7% of the population aged 75 and above are patients with stroke. Direct costs of stroke in South Korea are estimated to be approximately 1.68 trillion KRW. "We are thrilled to receive approval from the Ministry of Food and Drug Safety for our InMotion ARM robotic systems. This entry into the South Korean market is significant for our Company as we continue to seek penetration throughout Asia, where we believe robotic technologies are more readily adopted," said Dr. Eric Dusseux, CEO, BIONIK. "To have our distributor Curexo receiving a first purchase order so quickly is equally exciting and showcases the appetite South Korean healthcare facilities have for innovative technologies that can enhance patient outcomes. We look forward to working with SeoSong Hospital to enhance patient care for those recovering from stroke." Curexo is a manufacturer and importer of surgical and medical robots in South Korea, whose largest shareholders are Korea Yakult Corp. and Hyundai Heavy Industries. Its exclusive distribution agreement with BIONIK, first signed in 2018, gives it exclusive rights to sell and market InMotion robotic systems in South Korea. About BIONIK Laboratories Corp. Headquartered in Toronto, Ontario Canada, BIONIK Laboratories -- www.BIONIKlabs.com -- is a robotics company focused on providing rehabilitation and mobility solutions to individuals with neurological and mobility challenges from hospital to home. The Company has a portfolio of products focused on upper and lower extremity rehabilitation for stroke and other mobility-impaired patients, including three products on the market and three products in varying stages of development. BIONIK reported a net loss and comprehensive loss of US$10.55 million for the year ended March 31, 2019, compared to a net loss and comprehensive loss of US$14.62 million for the year ended March 31, 2018. As of Sept. 30, 2019, the Company had US$35.23 million in total assets, US$3.26 million in total current liabilities, and US$31.97 million in total shareholders' equity. MNP LLP, in Toronto, Ontario, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 25, 2019, citing that the Company's accumulated deficit, recurring losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. BIOPHARMX CORP: Signs Merger Agreement with Timber Pharmaceuticals ------------------------------------------------------------------ BioPharmX Corporation, on Jan. 28, 2020, entered into an Agreement and Plan of Merger and Reorganization with Timber Pharmaceuticals LLC, and BITI Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of BioPharmX. Subject to the terms and conditions contained in the Merger Agreement, including approval of the transactions contemplated therein by the Issuer's stockholders and by Timber's members, Merger Sub will be merged with and into Timber, with Timber surviving the Merger as a wholly-owned subsidiary of the Issuer. As a condition to the closing of the Merger, Timber has agreed to secure $20 million of financing for the combined company. The Merger is currently expected to be completed in the second calendar quarter of 2020. Under the Merger Agreement, following the Merger, (i) the Timber members, including the investors funding the $20 million investment, will own approximately 88.5% of the outstanding Common Stock of the Issuer, and (ii) the Issuer's stockholders will own approximately 11.5% of the outstanding Common Stock to the Issuer, subject to certain adjustments as more particularly set forth in the Merger Agreement. Upon completion of the Merger, the Issuer will change its name to Timber Pharmaceuticals, Inc. and the officers and directors of Timber will become the officers and directors of the Issuer. In addition to securing the $20 million financing, the completion of the Merger is also subject to the satisfaction or waiver of a number of other closing conditions, including the effectiveness of the registration statement to be filed regarding the Merger on Form S-4, that no order preventing the consummation of the Merger and related transactions shall have been issued, that the Merger and related transactions shall have been approved by the Issuer's stockholders and Timber's members, and the continued listing of the Common Stock on the NYSE American market. In connection with the Merger, the Issuer intends to file a Form S-4 registration statement with the U.S. Securities and Exchange Commission that will contain a prospectus to register the Issuer's shares to be issued to Timber's members in the Merger and a proxy statement for use in connection with the special meeting of the Issuer's stockholders that will be called to consider and vote upon the Merger and related matters. Further, the Form S-4 registration statement will describe a proposed reverse stock split of the post-Merger outstanding Common Stock (in a ratio to be determined), which shall also be subject to approval by the Issuer's stockholders at the special stockholders' meeting. As of Jan. 28, 2020, Timber Pharmaceuticals and TardiMed Sciences LLC beneficially own 2,255,336 shares of common stock of BioPharmX, which represents 12.9 percent based upon 15,227,891 shares of Common Stock outstanding of the Issuer as of Jan. 28, 2020, based on information received from the Issuer. On Jan. 28, 2020, BioPharmX issued to Timber a warrant to purchase 2,255,336 shares of Common Stock at an exercise price of $0.01 per share. The Bridge Warrant is exercisable upon issuance and expires on July 28, 2022. A full-text copy of the Schedule 13D is available for free at the SEC's website at: https://is.gd/l9VA6v About BioPharmX Headquartered in San Jose, California, BioPharmX is a specialty pharmaceutical company focused on the dermatology market. Its focus is to develop products that treat dermatologic conditions that are not being adequately addressed or those where current therapies and approaches are suboptimal. BioPharmX reported a net loss and comprehensive loss of $17.26 million for the year ended Jan. 31, 2019, following a net loss and comprehensive loss of $16.64 million for the year ended Jan. 31, 2018. As of Oct. 31, 2019, the Company had $3.13 million in total assets, $2.41 million in total liabilities, and $717,000 in total stockholders' equity. BPM LLP, in San Jose, California, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 14, 2019, citing that the Company's recurring losses from operations, available cash and accumulated deficit raise substantial doubt about its ability to continue as a going concern. BLUE DOG: Amends Plan to Delete Language on Payments ---------------------------------------------------- On Jan. 9, 2020, debtor Blue Dog at 399 Inc. filed its Second Amended Plan of Liquidation pursuant to Chapter 11 of The United States Bankruptcy Code. The Second Amended Plan was filed in accordance with the record of the Dec. 11, 2019 hearing on the Debtor's motion for an Order (A) Scheduling Combined Hearing on Approval and Adequacy of Disclosure Statement and Confirmation of Plan of Liquidation and conditionally Approving the Disclosure Statement. The Second Amended Plan has been amended to delete references to language that payments are to be made in "full" or "complete" satisfaction, "release" and "settlement" of the underlying obligations. The Second Amended Plan also includes various other non-substantive and conforming revisions. In accordance with section VI.I. of the Amended Disclosure Statement with Respect to Chapter 11 Plan of Liquidation of Blue Dog at 399 Inc. Under Chapter 11 of the Bankruptcy Code, the Debtor may alter, amend or modify the Plan under section 1127 of the Bankruptcy Code or as otherwise permitted by applicable law at any time prior to the Confirmation Date, and accordingly, the Second Amended Plan does not need to be resolicited. A full-text copy of the notice of filing and the Second Amended Plan dated Jan. 9, 2020, is available at https://tinyurl.com/sjzz7g4 from PacerMonitor.com at no charge. The Debtor is represented by: Melanie L. Cyganowski, Esq. Jennifer S. Feeney, Esq. Robert C. Yan, Esq. OTTERBOURG P.C. 230 Park Avenue New York, NY 10169 Telephone: (212) 661-9100 Facsimile: (212) 682-6104 About Blue Dog at 399 Blue Dog at 399 Inc. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 15-10694) on March 24, 2015. In the petition signed by Elizabeth Slavutsky, sole director and shareholder, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. BLUE RIDGE SITE: Has Until Feb. 28 to File Plan & Disclosures ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, convened a hearing on the motion of debtor Blue Ridge Site Development Corporation of NC for an order extending the time within which the Debtor may file its Plan and Disclosure Statement. On Jan. 9, 2020, Judge Stephani W. Humrickhouse ordered that the deadline for filing a Plan and Disclosure Statement will be extended through and including Feb. 28, 2020. A full-text copy of the order dated Jan. 9, 2020, is available at https://tinyurl.com/s326322 from PacerMonitor.com at no charge. About Blue Ridge Site Blue Ridge Site Development Corporation of NC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.19-04528) on Oct. 1, 2019. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Judge Stephani W. Humrickhouse oversees the case. The Debtor is represented by Danny Bradford, Esq., at Paul D. Bradford, PLLC. BUCKEYE PARTNERS: S&P Keeps Issuer Credit Rating Unchanged ---------------------------------------------------------- S&P Global Ratings revised its recovery rating on Houston-based Buckeye Partners L.P.'s senior unsecured notes to '3' from '4' following IFM Global Infrastructure Fund's contribution of its 57.6% equity interest in Freeport LNG Train 2 into Buckeye Partners L.P. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery of principal for creditors in the event of payment default. The 'BB' issue level rating on the senior unsecured notes remain unchanged. The 'BB' issuer credit rating also remains unchanged. CBAK ENERGY: Atlas Sciences Agrees to Swap $100K Note for Equity ---------------------------------------------------------------- CBAK Energy Technology, Inc. entered into an exchange agreement on Jan. 27, 2020, with Atlas Sciences, LLC, pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $100,000 from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 160,256 shares of the Company's common stock, par value $0.001 per share to the Lender. According to the Exchange Agreement, the Shares are required to be delivered to the Lender on or before Jan. 29, 2020 and the exchange will occur upon the Lender's surrender of the Partitioned Promissory Note to the Company on the date when the Shares are eligible for free trading. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc. -- http://www.cbak.com.cn/-- is engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the following applications: electric vehicles; light electric vehicles; and electric tools, energy storage, uninterruptible power supply, and other high power applications. CBAK Energy reported a net loss of $1.95 million for the year ended Dec. 31, 2018, compared with a net loss of $21.46 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, CBAK Energy had $110.40 million in total assets, $98.90 million in total liabilities, and $11.50 million in total equity. Centurion ZD CPA & Co., in Hong Kong, China, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2018. All these factors raise substantial doubt about its ability to continue as a going concern. CFO MGMT: Trustee's $3.65M Sale of FWC Building 3 to Lotus Approved ------------------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized David Wallace, the Chapter 11 trustee for CFO Management Holdings, LLC, to sell the FWC Building 3 located at 5855 Preston Rd, Frisco, Texas to Montagna Ventures, LLC for $3.65 million, free and clear of all liens, claims, and encumbrances in accordance with the terms of their Contract, subject to higher and better offers. In the event that closing does not take place with the Buyer, the Trustee is authorized to proceed with a sale of FWC Building 3 to one or more Back-Up Buyers under substantially similar terms to those provided in the Contract; provided that the Trustee will consult with CPIF Lending prior to selecting an alternative transaction with a Back-Up Buyer and cooperate with reasonable requests from CPIF Lending for information regarding the proposed alternative transaction. Any secured ad valorem property taxes owed by the Debtor with respect to FWC Building 3, including ad valorem taxes attributable to the 2019 tax year, will be paid at closing on the sale. In the event that the sale closes after Dec. 31, 2019, any liens securing year 2020 ad valorem property taxes will remain attached to the real estate. Upon closing on the sale, the Trustee will place all sale proceeds (after payment of closing costs, including taxes and commissions, as reflected in the Contracts) in an escrow account, pending determination of the validity and priority of any liens held by CPIF Lending, the M&M Lien Claimants, and PC Legacy Two Trust with respect to FWC Building 3. Such liens will attach to the escrowed funds (up to the amount of such valid liens and in the same priority as existed prior to the sale) at closing, and such funds will remain in escrow pending further Court determination and/or Court order. The Court has previously entered two prior orders with respect to the FWC Development, which provided for, among other things, a Jan. 3, 2020 deadline for any party in interest to assert a CPIF Challenge Claim. The Trustee, the Committee, and CPIF agreed to extend the Challenge Deadline to Jan. 31, 2020 for the Trustee and the Committee only, and the Court entered an order approving that extension. Nothing in the order modifies or otherwise affects in any way the Challenge Deadline or any provisions of the Prior FWC Sale Orders relating to the assertion of any CPIF Challenge Claims. All such provisions in the Prior FWC Sale Orders, with the extended Challenge Deadline, remain in full force and effect. CPIF Lending, each M&M Lien Claimants, and PC Legacy Two Trust, respectively, will cooperate with the Trustee in providing and/or executing any releases or other documents necessary to effectuate the sale of FWC Building 3 free-and-clear of its lien(s). The terms and conditions of the Order will be immediately effective and enforceable upon its entry regardless of the applicability of Bankruptcy Rule 6004(h). A copy of the Contract is available at https://tinyurl.com/v8flogr from PacerMonitor.com free of charge. About CFO Management CFO Management Holdings, LLC, through its subsidiaries, engages in developing and selling residential and commercial real estate in Collin County, Texas, and owns and manages a wild game ranch in Southern Oklahoma. The subsidiaries are Carter Family Office, LLC, Christian Custom Homes, LLC, Double Droptine Ranch, LLC, Frisco Wade Crossing Partners, LLC, Kingswood Development Partners, LLC, McKinney Executive Suites at Crescent Parc Development Partners, LLC, North-Forty Development LLC, and West Main Station Development, LLC. CFO Management Holdings and its subsidiaries sought Chapter 11 protection (Bankr. E.D. Tex. Case No. Lead Case No. 19-40426) on Feb. 17, 2019. In the petition signed by CRO Lawrence Perkins, CFO Management estimated $50 million to $100 million in both assets and liabilities. Annmarie Chiarello, Esq. and Joseph J. Wielebinski Jr., Esq., at Winstead PC, serve as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 4, 2019. The committee is represented by Singer & Levick PC as its legal counsel. David Wallace was appointed as Chapter 11 trustee for the Debtors' estates on April 10, 2019. CHENIERE ENERGY INC: S&P Affirms BB ICR on Improved Business Risk ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' long-term issuer credit rating and its 'BBB-' issue-level rating on liquefied natural gas (LNG) developer Cheniere Energy Inc. (CEI). S&P believes that CEI's business risk continues to improve. The company has strong predictability of volume deliveries through its long-term sales and purchase agreements. These contracts span approximately 20 counterparties, which are almost all investment-grade entities. The contracts have a weighted-average remaining life of approximately 19 years. In addition, CEI is the largest developer of North American LNG export terminals and is forecast to be the second-largest LNG operator globally. Finally, the company's operating efficiency has improved as maintenance capital spending per unit is relatively low, and will continue to improve as more trains come on line. "The stable outlook reflects our expectation that the additional trains at SPL and CCH will be completed on time and within budget. We believe that successful completion of the additional trains reduces construction risk and will further strengthen the company's ability to service debt. We expect that debt-to-EBITDA will average about 6.5xfrom 2020-2022, which is the basis of our forecast," S&P said. "We could lower the rating in the unlikely event that the projects under construction do not finish on time and within budget, or if the company experiences an unanticipated interruption at its facilities that results in a material reduction in cash flow. We could also take a negative rating action if CEI were to undertake additional leverage that resulted in debt-to-EBITDA remaining above 6.5x during our forecast period," the rating agency said. CHENIERE ENERGY: S&P Affirms 'BB' ICR on Improved Business Risk --------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' long-term issuer credit rating and its issue-level ratings on liquefied natural gas (LNG) developer Cheniere Energy Partners L.P. (CQP). "In our opinion, the advancement of train 6 further strengthens CQP's business risk as the company moves to the completion of the construction phase, reducing overall completion risk. CQP, through its wholly owned subsidiary Sabine Pass Liquefaction LLC (SPL), benefits from a solid contractual structure with minimal volume risk and investment-grade counterparties using known technology with limited operating risk. Train 6 at Sabine is expected to reach substantial completion in the first half of 2023," S&P said, adding that as of the third quarter of 2019, CQP has shipped approximately 800 cargos from SPL, which ranks it as the largest LNG export facility in North America. The stable outlook reflects the outlook on Cheniere Energy Inc. (CEI) as S&P considers CQP to be core to CEI. However, the rating agency expects that CQP's debt-to-EBITDA will average about 6.1x from 2019-2021, which is the focus of our forecast. "Given that we consider CQP to be core to CEI and therefore equalize the ratings, a negative rating action on CEI would result in a negative rating action on CQP. We could lower the stand-alone credit profile (SACP) if debt-to-EBITDA were to go above 6.5x on a consistent basis. Although not anticipated, this happen as a result of lower cash flow due to a sustained interruption at the facility or if the company were to increase leverage at Sabine Pass or CQP," S&P said. "Similarly, a positive rating action on CEI would result in a positive rating action on CQP. We could raise the SACP if debt-to-EBITDA were to approach 5x. This would likely be as a result of reduced consolidated leverage at Sabine Pass or CQP," the rating agency said. CITYWIDE COMMUNITY: Court Approves Disclosure Statement ------------------------------------------------------- Chief Judge Magdelene D. Coleman has ordered that the Disclosure Statement filed by Citywide Community Counseling Services, Inc, is approved. The proposed voting procedures and the proposed voting materials, consisting of a ballot are approved. March 2, 2020, is set as the last date by which ballots must be received in order to be considered as acceptances or rejections of the Plan of Reorganization. Ballots should be returned so as to be received on or before 5:00 p.m. on March 2, 2020. March 2, 2020 is the fixed as the date on or before which written objection to confirmation of the plan of reorganization is required to have been filed and served. The hearing on confirmation of the Plan will be held on March 11, 2020 at 11:30 a.m. in the United States Bankruptcy Court, 900 Market Street, Courtroom #2, Philadelphia, Pennsylvania. About Citywide Community Counseling Citywide Community Counseling Services, Inc., is a 501 c(3) non-profit corporation that offers psychiatric, psychological, and behavioral services. It has a multicultural and multilingual behavioral health program designed to provide outpatient services within a full range of modalities. Citywide Community Counseling Services sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 19-15164) in Philadelphia on Aug. 16, 2019. In the petition signed by Dr. Modesta Molina, COO, the Debtor was estimated to have assets between $100,000 and $500,000, and liabilities between $1 million and $10 million. Judge Magdeline D. Coleman oversees the case. Ciardi Ciardi & Astin, P.C., is the Debtor's legal counsel. CLINTON NURSERIES: Court Confirms Second Amended Plan ----------------------------------------------------- On Jan. 3, 2020, the U.S. Bankruptcy Court for the District of Connecticut, Hartford Division, conducted a continued hearing to consider confirmation under Chapter 11 of the Bankruptcy Code of the Second Amended Plan of Reorganization and its related Plan Supplement propounded by Debtors Clinton Nurseries, Inc., Clinton Nurseries of Maryland, Inc., Clinton Nurseries of Florida, Inc., and Triem LLC. On Jan. 9, 2020, Judge James J. Tancredi ordered that: * The objections of the United States Trustee are overruled as the US Trustee Quarterly Fee claim will either be paid or escrowed by the Debtors on or before the effective date and that such is neither procedurally nor substantively inconsistent with applicable laws. * The Second Amended Plan of Reorganization and its related Plan Supplement is confirmed. * On or before Feb. 15, 2020, after appropriate notice from the Debtors to parties it would bind, any requests for payment of Chapter 11 administrative expenses and/or final applications for payment of professional fees or compensation will be filed with this Court. * On or before Feb. 28, 2020, unless extended by the Court for cause, the Debtors will file its Application for a Final Decree in accordance with Fed. R. Bankr. P. 3022 and D. Conn. Bankr. L.R. 3022-1. A full-text copy of the Order Confirming the Plan dated Jan. 9, 2020, is available at https://tinyurl.com/w3lf5t5 from PacerMonitor.com at no charge. A full-text copy of the Second Modified First Amended Joint Plan of Reorganization dated Dec. 18, 2019, is available at https://tinyurl.com/t6pxr6p from PacerMonitor.com at no charge. About Clinton Nurseries Founded in 1921, Clinton Nurseries, Inc., operates nurseries that produce ornamental plants and other nursery products. The company grows trees, flowering shrubs, roses, ornamental grasses & ground covers, perennials, annuals, herbs and vegetables. Clinton Nurseries is based in Westbrook, Connecticut. Clinton Nurseries and its affiliates sought Chapter 11 protection (Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. David Richards, president, signed the petition. The cases are jointly administered under Case No. 17-31897. At the time of filing, Clinton Nurseries has estimated assets and liabilities at $10 million to $50 million. Judge James J. Tancredi oversees the cases. Zeisler & Zeisler, P.C., is the Debtors' legal counsel. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The committee tapped Green & Sklarz LLC as its legal counsel. COASTAL LIVING: April 15 Filing Deadline of Plan and Disclosures ---------------------------------------------------------------- Judge Judge Caryl E. Delano in Middle District of Florida, has entered an order setting a April 21, 2020 deadline for Apple Moving, Inc. d/b/a Mov2Day.com, to file a plan and disclosure statement. If the Debtor fails to file a Plan and Disclosure Statement by the Filing Deadline, the Court will issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7 case pursuant to section 1112(b)(1) of the Bankruptcy Code. A full-text copy of the Order dated Jan. 24, 2020, is available at https://tinyurl.com/rz2mh3l from PacerMonitor.com at no charge. Coastal Living Villas, Inc., sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-11854) on Dec. 17, 2019. PAUL DECAILLY, led by Paul DeCailly, Esq., is the Debtor's counsel. The Debtor disclosed $3,328,133 in assets and $5,504,958 in total liabilities. COCRYSTAL PHARMA: Amends Alliance Equity Distribution Agreement --------------------------------------------------------------- Cocrystal Pharma, Inc., and A.G.P./Alliance Global Partners amended its Equity Distribution Agreement, dated as of July 19, 2018 to reduce the amount to be raised under the Agreement from $6,000,000 to $551,576 (inclusive of the $351,576 which has been raised to date). The Company's shares of common stock are being offered and sold pursuant to a base prospectus, dated Oct. 10, 2017, as supplemented by an amended and restated prospectus supplement dated Oct. 30, 2019, in each case filed with the Securities and Exchange Commission as part of the Company's effective Registration Statement on Form S-3 (File No. 333-220632), which was initially filed with the Commission on Sept. 26, 2017 and declared effective on Oct. 10, 2017. About Cocrystal Pharma Headquartered in Creek Parkway Bothell, WA, Cocrystal Pharma, Inc. -- http://www.cocrystalpharma.com/-- is a biotechnology company seeking to discover and develop novel antiviral therapeutics as treatments for serious and/or chronic viral diseases. The Company employs unique structure-based technologies and Nobel Prize winning expertise to create first- and best-in-class antiviral drugs. These technologies are designed to efficiently deliver small molecule therapeutics that are safe, effective and convenient to administer. The Company has identified promising preclinical and early clinical stage antiviral compounds for unmet medical needs including influenza, Hepatitis C virus, and norovirus infections. Cocrystal Pharma reported a net loss of $49.05 million in 2018 following a net loss of $613,000 in 2017. As of Sept. 30, 2019, the Company had $73.44 million in total assets, $2.69 million in total liabilities, and $70.74 million in total stockholders' equity. BDO USA, LLP, in Miami, Florida, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 1, 2019, citing that the Company has suffered recurring losses from operations, negative cash flows from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. CORSI CAB: Proposes Auction Sale of Medallions & Vehicles --------------------------------------------------------- Corsi Cab Corp. and affiliates filed ask the U.S. Bankruptcy Court for the Eastern District of New York a notice of their proposed auction sale of the three medallions and three vehicles belonging to Sincere Cab Corp. The Debtors operate three related businesses at 544 Howard Avenue, 1A, Staten Island, NY 10301 that together own seven taxi medallions. Taxi Medallion Loan Trust III holds the security interest in the medallions. On Dec. 10, 2019, the Debtors filed a motion by notice of presentment for an order approving the sale of two medallions and two vehicles owned by Corsi Cab by an auction sale to be conducted by Maltz on Jan. 29, 2020. Subsequently, the Debtors, using their business judgment, decided that a sale of the three medallions owned by Sincere Cab would be in the best interests of the Debtors and their estates. The Debtors intend to withdraw the order for the sale of the two medallions and two vehicles owned by Corsi. By the Motion, the Debtors ask entry of an order authorizing them to sell the three medallions owned by Sincere Cab, and the vehicles associated with those medallions pursuant to the Notice of Sale (Exhibit A). The assets that the Debtors propose to sell are identified as: (i) Medallion # 1P30, being sold with a 2013 Ford C-Max Hybrid vehicle, (ii) Medallion # 1P34, being sold with a 2013 Ford C-Max Hybrid vehicle, and (iii) Medallion # 1P35, being sold with a 2013 Ford C-Max Hybrid vehicle ("Assets"). Maltz has scheduled an auction of the Assets for Jan. 29, 2020 at the New York LaGuardia Airport Marriott Hotel located at 102-05 Ditmars Boulevard, East Elmhurst, New York 11369 on Jan. 29, 2020 at 2:00 p.m. and has begun to advertise the sale. Although Maltz advertised the sale of the two medallions belonging to Corsi Cab, Maltz advises that for purposes of an auction and sale, all medallions are the same and therefore the prior advertising alerted prospective buyers to the sale of medallions on Jan. 29, 2020. Maltz will begin now to advertise the three medallions and vehicles. The Assets will be sold free and clear of liens, claims and encumbrances, if any, with such liens, claims, and encumbrances to attach to the net proceeds of sale after deduction of all sale expenses such as Auctioneer's expenses and attorney fees. In order to register to bid, all prospective bidders must present at or prior to the auction a certified check or bank check in the amount of $75,000 payable to Rosenberg, Musso & Weiner LLP, as Attorneys. All successful bids will be subject to a 6% buyer's premium. The sale of the medallions will generate enough money to pay down the amount owed to Medallion to a small amount and may even pay Medallion in full. If Medallion is still owed money after the sale, Medallion will continue to have a lien on the remaining four medallions owned by the Debtors. Those medallions have a value of at least $500,000, which is far in excess of the amount that will be owed to Medallion after the sale. Medallion does not have a lien on the vehicles being sold. The Debtors are negotiating an agreement with Medallion and anticipate using the proceeds from the sale of the medallions to pay down the amounts owed to Medallion. The proposed order provides that Medallion’s liens will attach to the proceeds of the sale. The proposed order further provides that Debtors' counsel will hold the proceeds from the sale in escrow pending further order of the Court. The Debtors anticipate asking the Court to approve an agreement with Medallion that will provide for Medallion to receive the proceeds from the sale of the medallions. Paying down Medallion and entering into an agreement with Medallion will allow the Debtors to propose a plan to pay all of their creditors. The Debtors submit that the sale of the Assets is a valid exercise of the Debtors' business judgment and is in the best interests of their estates. A hearing on the Motion is set for Jan. 28, 2020 at 11:30 a.m. The objection deadline is Jan. 21, 2020. A copy of the Notice is available at https://tinyurl.com/u5jm5q3 from PacerMonitor.com free of charge. About Corsi Cab Corp. Corsi Cab Corp. and its affiliates operate 3 related businesses at 544 Howard Avenue, 1A Staten Island, NY 10301 that together own 7 taxi medallions. Corsi Cab Corp., Anba Taxi, Inc., and Sincere Cab Corp. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 18-47204) on Dec. 18, 2018. The Debtors are represented by Bruce Weiner, Esq. of Rosenberg Musso & Weiner LLP. In the petitions signed by Morsi A. Abdou, president and shareholder, Corsi Cab estimated both assets and liabilities of less than $500,000; and both Anba Taxi and Sincere Cab were estimated to have less than $1 million in assets and less than $500,000 in liabilities. CP#1109 LLC: Continental Motors Objects to Amended Plan ------------------------------------------------------- Continental Motors, Inc., an unsecured creditor in the bankruptcy proceeding, filed an objection to debtor CP #1109, LLC's Amended Plan of Reorganization dated Nov. 26, 2019. As grounds, Continental states as follows: * CP #1109's failure to comply with the Dec. 9 Order and applicable bankruptcy law has, upon information and belief, deprived creditors and other interested parties of the notice and information necessary to properly consider the Nov. 26 Plan and its implications. The Nov. 26 Plan should not be confirmed in these circumstances because it will be subject to reconsideration by any creditors who did not receive proper, or any, notice of the plan and its referenced "Disclosure Statement." * The Court should deny confirmation of the Nov. 26 Plan and require CP #1109 to comply with applicable bankruptcy law including Sec. 1125(b) and the Court's Orders, by, among other things, (a) filing the operative disclosure statement, (b) serving copies of the operative disclosure statement and plan of reorganization on all interested parties, and (c) certifying that service of the relevant materials has been made. * CP #1109's adversary proceeding, which CP #1109 itself contends is completely unrelated to the New Jersey state court action, has no bearing on the recoverability of the 2016 judgment entered in favor of Continental for the costs Continental incurred during the course of that prior New Jersey lawsuit. The pendency of the adversary proceeding, therefore, cannot serve to delay, prevent, or otherwise affect payment of Continental's claim. * The Court should not confirm a plan like the one proposed in this case, which relies on unsubstantiated promises of payment from third parties. * CP #1109, by pledging to create a reserve fund through affiliates for the Class 2 claims, recognizes that such procedures are necessary to ensure payment. It cannot be argued otherwise in this case, when no operational revenue can or will be used to fund any plan payments. * CP #1109's plan of reorganization should not be confirmed without requiring pre-confirmation funding of at least an additional $42,791.57 into the plan’s claim reserve to cover the attorneys' fees and costs already incurred by Continental in its defense of the frivolous West Virginia action as of the date it filed its motion for sanctions. A full-text copy of Continental Motors' objection to the Amended Plan dated Jan. 9, 2020, is available at https://tinyurl.com/t8bre8d from PacerMonitor.com at no charge. Continental Motors is represented by: Juan R. Serrano, Esq. Andres Millon, Esq. GRIFFIN & SERRANO, P.A. 707 Southeast 3rd Avenue, Sixth Floor Fort Lauderdale, Florida 33316 Tel: (954) 462-4002 Fax: (954) 462-4009 About CP#1109 LLC CP#1109, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-25821) on Dec. 20, 2018. At the time of the filing, the Debtor was estimated to have assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge Mindy A. Mora. AM Law, LLC, is the Debtor's counsel. DEMO REALTY: Case Summary & 7 Unsecured Creditors ------------------------------------------------- Debtor: Demo Realty Co., Inc. 235 Old Webster Road PO Box 412 Oxford, MA 01540 Business Description: Demo Realty Co., Inc. is an affiliate of Patriots Environmental Corp., a company engaged in site development and remediation, asbestos abatement, and general demolition. Chapter 11 Petition Date: January 31, 2020 Court: United States Bankruptcy Court District of Massachusetts Case No.: 20-40159 Debtor's Counsel: Vladimir von Timroth, Esq. LAW OFFICE OF VLADIMIR VON TIMROTH 405 Grove Street, Suite 204 Worcester, MA 01605 Tel: 508-753-2006 E-mail: vontimroth@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ronald H. Bussiere, president. A copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/a4WPwr DOMINION GROUP: Henderson Auction Sale of Property Approved ----------------------------------------------------------- Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorized Dominion Group, LLC, to conduct a public auction of the items of property described in the Auction Agreement (Exhibit A) at a time and place prior to March 1, 2020. The sale will be free and clear of liens to the winning bidder with the following liens to be released and erased as listed on the UCC Financing Statement filed by Celtic Capital Corp. UCC Number 17-1448753 filed and recorded, East Baton Rouge Parish on April 9, 2018 and on the UCC Financing Statement filed by Celtic Capital Corp. UCC Number 17-1454917 filed and recorded, East Baton Rouge Parish on Nov. 2, 2018. The Debtor is granted the authority to employ Henderson Auctions pursuant to the terms of the Auction Agreement as the auctioneer for the Sale Property with payment to Henderson Auctions by the Debtor of an 8% commission of the gross receipts from the auction of the Sales Property. The Debtor is directed to pay to Celtic Capital Corp. the net proceeds of the auction (gross proceeds received less fee due to Henderson Auctions). The Debtor is granted relief from the 14-day stay of the Order under Federal Rule of Bankruptcy Procedure 6004(h). The counsel for the movers will immediately serve the Order on the required parties who will not receive notice through the ECF system pursuant to the FRBP and the LBRs and file a certificate of service to that effect within three days. A copy of the Exhibit A is available at https://tinyurl.com/unysfwd from PacerMonitor.com free of charge. About Dominion Group Dominion Group -- https://www.dominiongp.com/ -- is a turn-key bulk materials producer and provider, which operates marine terminals and provides transportation and logistics support serving businesses on the Mississippi River and Gulf Coast. Cape Quarry, a wholly-owned subsidiary of Dominion, owns and operates a limestone quarry in Cape Girardeau County, Missouri. Dominion Group, LLC, based in Baton Rouge, LA, and its debtor-affiliates sought Chapter 11 protection (Bankr. E.D. La. Lead Case No. 19-12366) on Sept. 3, 2019. In the petition signed by Joe William Cline, III, manager, Dominion Group was estimated to have assets and liabilities of $1 million to $10 million; and Cape Quarry LLC was estimated assets of $10 million to $50 million and estimated liabilities of $1 million to $10 million. The Hon. Jerry A. Brown oversees the case. The Debtors hireds ADAMS & REESE LLP as counsel; CHIRON ADVISORY SERVICES LLC as financial advisor; and CHIRON FINANCIAL LLC as investment banker. DONNA J. BARNES: Feb. 29 Auction of Westerly Property Set --------------------------------------------------------- Judge James J. Tancredi of the U.S. Bankruptcy Court for the District of Connecticut authorized Donna J. Barnes's bidding procedures in connection with the auction sale of her real estate located at 33 Bay Street, Westerly, Rhode Island on Feb. 29, 2020 at the Property itself. The hearings on the Motion were held on Dec. 18, 2019, Jan. 9, 2020 and Jan. 15, 2020. In connection with the auction, the Debtor will ask the authority of the Court to retain JJ Manning Auctioneers, by means of an application, pursuant to which the compensation of JJ Manning will be established, subject to the paragraph below with respect to credit bidding, with a commission of 1.75% of the gross sales proceeds of a Court approved and consummated sale plus reimbursement of expenses, and with a buyer's premium of 1% for a broker associated with the buyer of the Property, and the Debtor will file such application to retain JJ Manning on Jan. 16, 2020, with a hearing to take place on such application in the Court on Jan. 22, 2020 at 10:30 a.m. In the event the Debtor obtains Court authority to retain JJ Manning, the auction will be advertised by JJ Manning over a period of no less than approximately six weeks, with the advertising to proceed in accordance with the Proposed Marketing Campaign (Exhibit B). With respect to the advertising expenses projected in Exhibit B, JJ Manning will front such expenses and, in consideration thereof, (i) be granted an allowed administrative claim in the amount of the advertising expenses paid by JJ Manning up to a maximum amount of $10,000; (ii) the JJ Manning Administrative Claim will be paid prior to the payment of any allowed administrative claim of Reid and Riege, PC, which has agreed to subordinate the payment of any of its remaining unpaid allowed administrative claims in the case to the JJ Manning Administrative Claim; and (iii) in the event Shem Creek Haystack, LLC is the successful bidder for the Property by means of a credit bid, Shem Creek will pay the JJ Manning Administrative Claim. Unless otherwise agreed to by the parties with respect to location, the closing of the sale contemplated by the Auction will take place at the offices of Reid and Riege, P.C., One Financial Plaza, 21st Floor, Hartford, CT 06103 on March 31, 2020. Eexcept as otherwise set forth below with respect to taxes, customary closing costs in Rhode Island (including, but not limited to, courier fees, deed transfer taxes, utilities, and smoke detector certificate), and the claims of the Joint Lienholders, the deposit(s) paid by a bidder or bidders in connection with the procedures established, together with the Closing proceeds, will be deposited into a separate interest bearing escrow account held by Reid and Riege, P.C. until such time as the Court orders the distribution of any deposit or Closing proceeds. Any party holding a right, lien, claim or interest on the Property to be sold will be granted a replacement right, lien, claim or interest on the deposit and Closing proceeds with the extent, priority and validity to be determined by a subsequent order of the Court, with all parties reserving their rights. Seven days prior to the Closing, UBS Bank USA and Shem Creek will file updated proofs of claim calculating their claimed debts as of the Closing date. Any objections to the Joint Lienholders' updated proofs of claim must be filed by the Closing, that is, within seven days after any Joint Lienholders file such updated proofs of claim. Reid and Riege, P.C. will pay at Closing, from the gross sales proceeds, the claims ofthe Joint Lienholders, together with any applicable taxes and the Costs, if there are no timely objections or as soon as an objection is resolved by the Court provided, owever, in the event of an objection, Reid and Riege, P.C. will pay at Closing, from the gross sales proceeds, the non-objectionable amounts of the Joint Lienholders' claims. Reid and Riege, P.C. will continue to hold any remaining funds in escrow until such time as the Court orders disbursement of the funds. Each of UBS and Shem Creek may exercise its right to credit bid. No other party holding a lien on the Property may credit bid. In the event of a successful credit bid by either of UBS or Shem Creek, such party must pay, at Closing, any and all liens senior to its lien priority, but will take title free and clear of any and all junior liens. The requirements for a successful bidder or Back-Up Bidder relating to the Minimum Bi and the deposits are waived for either UBS or Shem Creek as successful credit bidders. In the event of a credit bid being the highest and best bid for the Property, such credit bidder will execute, immediately following the auction, a modified version of the Sales Contract including a liquidated damages clause providing for a damages claim of $250,000 if such credit bidder defaults under the terms of the Sales Contract. In the event of a successful credit bid, the commission of JJ Manning will not apply and such credit bidder will pay a flat fee of $1,500 to JJ Manning. Notwithstanding anything in the Order to the contrary, the approval of the sale of the Property, including a credit bid, remains subject to the further order of the Court. A copy of the Bidding Procedures (Exhibit A) is available at https://tinyurl.com/wwc5pco from PacerMonitor.com free of charge. Donna J. Barnes sought Chapter 11 protection (Bankr. D. Conn. Case No. 19-20400) on March 14, 2019. The Debtor tapped Jon P. Newton, Esq., at Reid and Riege PC as counsel. DRS SERVICES: Seeks to Hire Caddell Reynolds as Attorney -------------------------------------------------------- DRS Services, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Arkansas to employ Caddell Reynolds Law Firm, as attorney to the Debtor. DRS Services requires Caddell Reynolds to: a) give the Debtor legal advice with respect to their powers and duties as Debtor in Possession of their business and management of their property; b) prepare on behalf of Debtor, as Debtor in Possession, a Petition, Schedules, Statement of Financial Affairs, any necessary deficient schedules and other documents, applications, answers, orders, reports, complaints, motions, etc., file such required documents, and to appear before this Court and any other court in reference thereto; and c) perform all other legal services for the Debtor in Possession that may be necessary to effectuate a reorganization of the Debtor's financial affairs. Caddell Reynolds will be paid at these hourly rates: Partners $300 Associates $175 Paralegals $100 Legal Assistants $75 Caddell Reynolds will be paid a retainer in the amount of $7,500. Caddell Reynolds will also be reimbursed for reasonable out-of-pocket expenses incurred. O.C. "Rusty" Sparks, partner of Caddell Reynolds Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Caddell Reynolds can be reached at: O.C. "Rusty" Sparks, Esq. CADDELL REYNOLDS LAW FIRM PO Box 184 Fort Smith, AR 72902-0184 Tel: 501-214-0856 E-mail: rsparks@justicetoday.com About DRS Services DRS Sertvices, Inc., based in Pine Bluff, AR, filed a Chapter 11 petition (Bankr. E.D. Ark. Case No. 20-10268) on Jan. 17, 2020. In the petition signed by Donnie R. Savage, president/secretary, the Debtor was estimated to have $1 million to $10 million in assets and $500,000 to $1 million in liabilities. O.C. "Rusty" Sparks, Esq., at Caddell Reynolds Law Firm, serves as bankruptcy counsel to the Debtor. DYNASTY ACQUISITION: Moody's Affirms B3 CFR, Outlook Stable ----------------------------------------------------------- Moody's Investors Service affirmed its ratings for Dynasty Acquisition Co., Inc. and its subsidiary, 1199169 B.C. Unlimited Liability Company, including the company's B3 corporate family rating and B3-PD probability of default rating, and the B2 senior secured first lien credit facility rating. The rating actions contemplate and assume successful completion of the company's planned $200 million term loan add-on under the existing rated first lien facility, the proceeds from which will be used repay borrowings under the company's asset-based revolver, thereby bolstering backstop liquidity provisions. The rating outlook remains stable. RATINGS RATIONALE According the Moody's lead analyst Bruce Herskovics, "while StandardAero's free cash deficit will continue into the first half of 2020, we expect free cash flow to exceed $125 million for the full year, with the aircraft engine maintenance/repair/overhaul business growing a projected 10% from existing contracts alone." "We envision leverage declining to the high-6x range by the end of the year," added Herskovics. Even so, Moody's cautioned that the manufacturing supply chain slowdown on engine parts that has slowed StandardAero's service cycle times of late and raised working capital could last longer than expected, and that until operating cash flow improves the rating agency would view further debt-funded acquisition spending as an even more elevated financial risk appetite by the company's financial sponsor owners that would likely be too aggressive to maintain the current B3 rating. The B3 CFR reflects leading scale, service and platform diversity of StandardAero's engine MRO network, balanced against very high leverage, historically weak free cash flow generation, and an acquisitive growth appetite that since 2017 has seemed out of balance with actual cash-based performance of the business. The fundamental outlook for business is sound and StandardAero's customer base spans commercial, business aviation and military end markets, which helps the prospect of revenue resilience. The long-term, contractual nature of the aircraft engine MRO services also provides some beneficial visibility. The trend by aircraft engine OEMs to outsource MRO services should continue in coming years, as newly introduced engine models have been heavily utilizing MRO capacity of OEMs. Moody's expects that StandardAero should, unlike in recent years, soon be able to cover investment requirements of new programs through free cash flow, rather than financing them with incremental debt borrowings. On a Moody's-adjusted basis, run-rate leverage was about mid-7x at Q3-2019 (annualized run-rate). With the $400 million asset based revolving line currently drawn $244 million, the planned term loan won't fully repay the line borrowing, but free cash flow over 2020 should be more than sufficient to repay what remains drawn on the line and still allow the company to build some cash for discretionary purposes, like term loan prepayment or investing needs. The stable rating outlook contemplates successful completion of the pending incremental term loan issuance, which importantly will expand available liquidity. The outlook also recognizes that StandardAero's impressive revenue growth (20% during 2019, with 10% likely in 2020) and achievement of Moody's-adjusted EBITDA margins in the 11% range during the second and third quarters of 2019 suggest progress achieved following several years of M&A, program related investments and operational restructuring. The higher revenue base and earnings quality should enable ongoing free cash flow to begin this year. Should free cash deficits continue near-term due to working capital growth, the adequacy of the company's liquidity profile is likely to be more assured following successful completion of the pending transaction. The rating on the first lien term loan is one notch above the CFR, reflecting the presence of loss absorbing unsecured debt that would benefit the recovery of the first lien claims in a stress scenario. Upward rating momentum would depend on leverage below 6x, a good liquidity profile, and annual free cash flow in excess of $175 million. Downward rating momentum would follow expectations of leverage being maintained above 8x, liquidity below $300 million, or a weak liquidity profile otherwise, including an expectation of free cash flow below $100 million in 2020. Continued use of revolver borrowings for M&A will be viewed unfavorably, especially before achieving a steadier rate of free cash flow generation. The following is a summary of Moody's rating actions and ratings: Affirmations: Issuer: 1199169 B.C. Unlimited Liability Company Senior Secured Bank Credit Facility, Affirmed B2 (LGD3) Issuer: Dynasty Acquisition Co., Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured Bank Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: Dynasty Acquisition Co., Inc. Outlook, Remains Stable The principal methodology used in these ratings was Aerospace and Defense Industry published in March 2018. Dynasty Acquisition Co., Inc. is the acquisition vehicle through which entities of The Carlyle Group acquired StandardAero Aviation Holdings, Inc. in 2019. StandardAero, headquartered in Scottsdale, Arizona, is a leading provider of aircraft engine MRO and aircraft completion and modification services to the commercial, business, military and general aviation industries. Revenues are estimated to have been in excess of $3.7 billion in 2019. ECOARK HOLDINGS: Investors to Exercise Warrants for $2M in Cash --------------------------------------------------------------- Two accredited institutional investors of Ecoark Holdings, Inc. holding the warrants issued with the Series B Convertible Preferred Stock on Aug. 21, 2019 have agreed to a cash exercise. Ecoark will receive approximately $2 million in cash from the exercise of the Warrants. The Investors will also receive Replacement Warrants. The Replacement Warrants will be issued to the Investors with an exercise price of $0.90 per share and will carry a term of five years. The Replacement Warrants will be structured to reduce the amount of derivative liability on Ecoark's balance sheet. Ecoark has agreed to file a registration statement with the SEC covering the resale of the shares of common stock underlying the Replacement Warrants. "We thank our Investors for their continued support," said Randy May, CEO of Ecoark. "The additional $2 million in working capital from the cash exercise of the Warrants will not only support Ecoark past its June 1, 2020 trial date for its suit against Walmart, but also eliminates a large derivative liability related to the Warrants. Over the coming weeks, Ecoark will continue to take steps to position the Company for an up-listing to a national securities exchange," said Mr. May. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, Ecoark is an AgTech company modernizing the post-harvest fresh food supply chain for a wide range of organizations including growers, suppliers, distributors and retailers. The Company's wholly-owned subsidiary, Zest Labs, offers the Zest FreshTM solution, a breakthrough approach to quality management of fresh food, is specifically designed to help substantially reduce the amount of food loss the U.S. experiences each year. Through item-level monitoring and real-time predictive analytics, Zest Fresh enables customers to improve the freshness and quality of produce and proteins, realize substantial cost savings and reduce food waste. RBSM LLP, in Larkspur, CA, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Aug. 19, 2019, citing that the Company has sustained significant operating losses and needs to obtain additional financing to continue its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Ecoark reported a net loss of $13.65 million for the fiscal year ended March 31, 2019, following a net loss of $32.84 million for the year ended March 31, 2017. As of Sept. 30, 2019, the Company had $4.64 million in total assets, $6.51 million in total liabilities, and a total stockholders' deficit of $1.87 million. EL CANO DEVELOPMENT: March 5 Disclosure Statement Hearing Set ------------------------------------------------------------- A hearing on approval of disclosure statement filed by debtor El Cano Development, Inc., is scheduled for March 5, 2020, at 9:30 a.m. at the United States Bankruptcy Court, Southwestern Divisional Office, MCS Building, Second Floor, 880 Tito Castro Avenue, Ponce, Puerto Rico, to consider and rule upon the adequacy of the disclosure statement, to consider objections to the disclosure statement, and such other matters as may properly come before the court. Objections to the form and content of the disclosure statement should be in writing and filed with the court and served upon parties in interest at their address of record not less than 14 days prior to the hearing. Objections not timely filed and served will be deemed waived. A full-text copy of the notice dated Jan. 14, 2020, is available at https://tinyurl.com/wp5sffm from PacerMonitor.com at no charge. About El Cano Development El Cano Development Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-08122) on Oct. 11, 2016. In the petition signed by Adrian J. Hilera Vidal, president, the Debtor was estimated to have assets of less than $1 million and liabilities of less than $500,000. Modesto Bigas Law Office is the Debtor's bankruptcy counsel. ELEVATE TEXTILE: S&P Downgrades ICR to 'B-'; Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on North Carolina-based Elevate Textile Inc. to 'B-' from 'B'. At the same time, S&P lowered its issue-level rating on the company's first-lien facility to 'B-' from 'B'. The recovery rating remains '3', indicating S&P's expectation for meaningful (50% - 70%, rounded estimate 50%) recovery in the event of a payment default. S&P also lowered its issue-level rating on the company's second-lien term loan to 'CCC+' from 'B-'. The recovery rating remains '5', indicating S&P's expectation for modest (10% - 30%, rounded estimate 15%) recovery in the event of a payment default." The downgrade reflects the company's weak cash flow generation from capital investments and elevated leverage because of increasing volatility in its China and Mexico operations. More of Elevate's customers are looking to diversify their manufacturing footprints, which negatively affected its Fabric division's China and Mexico operations. Because of weaker profitability, S&P now expects the company will end 2019 with leverage above 7x, which is higher than the rating agency's previous expectation in the mid-6x area. In order for Elevate to remain competitive and stay close to its customers' cut and sew operations, S&P expects the company to increase its capital spending to diversify its supply chain footprints. This will result in weaker cash flow generation. The rating agency no longer expects the company will generate positive cash flow in the next 12 months. It previously expected the company would generate $25 million of free cash flow in 2020." The negative outlook reflects the potential S&P could lower its ratings in the next 12 months if it believes Elevate's operating performance and cash flows will not improve, and the company increasingly relies on its short term liquidity to fund operations and debt service. "We could lower our ratings if EBITDA interest coverage ratio remains in the mid-1x area. Additionally, we could also lower our ratings if we believe the company's cash flow generation will remain weak and not improve sufficiency to cover debt service in 2021. This could occur if the company's turnaround initiatives are not successful, an unexpected spike in input costs such as cotton and oil, or if renewed global trade tension pressures the company's operations," S&P said. "We could revise our outlook to stable if we believe the company's efforts to streamline its operations gain traction and its cash flow generation sufficiently covers operating and financing needs, including the required debt amortization," the rating agency said. EP ENERGY: Feb. 26 Plan Confirmation Hearing Set ------------------------------------------------ On Nov. 18, 2019, EP Energy Corporation and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a motion for entry of an order approving the Disclosure Statement for the Fourth Amended Joint Chapter 11 Plan. On Jan. 14, 2020, Judge Marvin Isgur ordered that: * The Motion is granted as set forth herein. * The Disclosure Statement contains adequate information in accordance with Section 1125 of the Bankruptcy Code and is approved. * The Disclosure Statement provides sufficient notice of the proposed injunction, exculpation, and release provisions contained in Sections 10.5, 10.6, 10.7, 10.8, and 10.9 of the Plan, in accordance with Bankruptcy Rule 3016(c). * The amount of each RBL Claim for voting purposes only is established by reference to the list of participant lenders to the RBL Facility and those participant lenders' corresponding RBL amounts as of the Voting Record Date as reflected on the loan register maintained by the RBL Agent, which shall be provided by the RBL Agent to the Solicitation Agent no later than one (1) Business Day following the Voting Record Date. * Feb. 26, 2020, at 8:30 a.m. is the Confirmation Hearing. * Feb. 18, 2020, at 4:00 p.m. (Prevailing Central Time) is the deadline to object or respond to confirmation of the Plan. * Feb. 24, 2020, is the deadline for the Debtors and any parties in interest to file and serve replies or an omnibus reply to any such objections along with a brief in support of confirmation of the Plan. A full-text copy of the order dated Jan. 14, 2020, is available at https://tinyurl.com/rcza8x3 from PacerMonitor.com at no charge. The Debtors are represented by: WEIL, GOTSHAL & MANGES LLP Alfredo R. Perez Clifford W. Carlson 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 E-mail: Alfredo.Perez@weil.com Clifford.Carlson@weil.com - and - WEIL, GOTSHAL & MANGES LLP Matthew S. Barr Ronit Berkovich Scott R. Bowling David J. Cohen 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 E-mail: Matt.Barr@weil.com Ronit.Berkovich@weil.com Scott.Bowling@weil.com DavidJ.Cohen@weil.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. EQM MIDSTREAM: Moody's Alters Outlook on Ba1 CFR to Negative ------------------------------------------------------------ Moody's Investors Service changed EQM Midstream Partners, LP's and Equitrans Midstream Corporation's rating outlook to negative from stable. Concurrently, Moody's affirmed EQM's Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and its Ba1 senior unsecured notes rating. Additionally, Moody's affirmed ETRN's Ba3 CFR, Ba3-PD PDR and its Ba3 term loan rating. The Speculative Grade Liquidity Rating remains SGL-3 for EQM and ETRN. These rating actions were precipitated by Moody's recent ratings downgrade of EQT Corporation to Ba1 CFR with a negative rating outlook, pending contract renegotiations between EQM and EQT Corporation (Ba1 negative) and, multiple delays and budget overruns in Mountain Valley Pipeline (MVP) project. "EQM's reliance on EQT as an anchor shipper and EQT's weakening credit profile poses a risk to EQM's cash flow and its ability to improve its financial leverage. Additionally, the uncertainty around Mountain Valley Pipeline (MVP) project's completion and its multiple budget overruns also factor into the outlook change" commented Sreedhar Kona, Moody's senior analyst. "ETRN's negative rating outlook reflects its structural subordination to the debt at EQM and its standing as a holding company reliant on distributions from EQM." Outlook Actions: Issuer: EQM Midstream Partners, LP Outlook, Changed To Negative From Stable Issuer: Equitrans Midstream Corporation Outlook, Changed To Negative From Stable Affirmations: Issuer: EQM Midstream Partners, LP Probability of Default Rating, Affirmed Ba1-PD Corporate Family Rating, Affirmed Ba1 Senior Unsecured Notes, Affirmed Ba1 (LGD4) Issuer: Equitrans Midstream Corporation Probability of Default Rating, Affirmed Ba3-PD Corporate Family Rating, Affirmed Ba3 Senior Secured Term Loan, Affirmed Ba3 (LGD4) RATINGS RATIONALE With about 70% of EQM's revenues derived from EQT, EQM's credit profile is closely tied to that of EQT. Weakening cash flow outlook for EQT in light of low natural gas prices has prompted EQT to seek discounts on its midstream contracts with EQM. Such discounts could potentially weaken EQM's cash flow in the near term. Additionally, EQM's reliance on MVP's cash flow to ease its worsening financial leverage, and execution uncertainty around MVP due to regulatory road blocks pose a substantial risk to EQM's much needed cash flow from MVP. EQM's ratings could be downgraded if EQT's rating is downgraded or if EQM's debt to EBITDA will remain above 5x or distribution coverage will be less than 1x through 2021. Any further delays in MVP and budget overruns could also exert downward pressure on EQM and ETRN. ETRN's ratings could be downgraded if EQM's ratings are downgraded, distributions from EQM decline or ETRN's debt increases resulting in a material increase in ETRN's standalone debt leverage. EQM's and ETRN's ratings outlook could be changed to stable if EQM improves its fundamental credit strength by enhancing its cash flows or reduces its debt burden. EQT's rating outlook must be stable for EQM and ETRN's rating outlook to be changed to stable. An upgrade of EQM is unlikely given EQT's negative outlook. If EQT were upgraded, EQM's and ETRN's ratings could be considered for an upgrade if EQM can maintain its debt to EBITDA below 4x and distribution coverage above 1.2x. EQM must also increase basin and customer diversification. ETRN's ratings could be upgraded if EQM's ratings are upgraded. EQM's Ba1 CFR is supported by its close proximity to high production volumes in the Marcellus Shale and the critical nature of its pipelines for moving natural gas within the region to long haul pipelines. EQM's financial leverage could improve in 2021 if MVP and EQM's other growth projects come online as projected improving the company's cash flow. EQM is supported by the fee-based nature of its revenue and long-term contracts that mitigate volume risk. EQM is restrained by its basin concentration and the multiple delays in completing the MVP project, which is owned by the joint venture in which EQM is the largest equity owner and serves as the operator of the pipeline. ETRN's Ba3 CFR reflects the company's status as a pure-play holding company without any hard assets and debt that is structurally subordinated to the debt at EQM. ETRN's $600 million term loan's serviceability is solely reliant on distributions from EQM, a distribution stream which is junior to EQM's substantial financing and operating requirements and its debt. While ETRN should have relatively low financial leverage on a stand-alone basis, mandatory payments from the term loan's excess cash flow sweep feature kick-in when leverage increases to 1.5x or higher. ETRN could also sell EQM units subject to certain conditions. EQM has a $3 billion revolving credit facility due 2023, $1.4 billion of term loan due 2022 and $3.5 billion of senior unsecured notes with staggered maturities, as of September 30, 2019. EQM's revolver, term loan and senior notes are unsecured and are pari passu. Accordingly, the senior notes are rated Ba1, the same as the CFR. EQM should have adequate liquidity, as reflected in its SGL-3 rating. As of September 30, 2019, the company had $82 million of cash and $2.7 billion availability under its $3 billion unsecured revolving credit facility due October 2023. EQM's capital spending through 2020 will include capital contributions dedicated to its MVP project and other growth projects. Moody's expects EQM to fund its liquidity needs through its operating cash flow and revolver draws. There is one financial covenant governing the credit facility -- a maximum consolidated Debt/EBITDA ratio of 5.0x, stepping up to 5.5x during an acquisition period. EQM will remain in compliance with its covenant requirements, however the company risks breaching its covenant if MVP is not online in 2021. There are no debt maturities until August 2022 when the term loan matures. The principal methodology used in these ratings was Midstream Energy published in December 2018. EQM Midstream Partners, LP is a master limited partnership that owns and operates interstate pipelines and gathering lines primarily serving Marcellus Shale production. Equitrans Midstream Corporation owns about 60% of EQM and EQT Corporation owns 19.9% of ETRN. FAIRWAY GROUP: K&S Represents Brigade Capital, 3 Others ------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of King & Spalding LLP submitted a verified statement that it is representing Brigade Capital Management LLC, FS Investment Corporation, KKR Credit Advisors (US) LLC and Goldman Sachs & Co in the Chapter 11 cases of Fairway Group Holdings Corp., et al. In January 2020, certain beneficial holders, or investment advisors, sub-advisers or managers of the account of beneficial holders of Loans, as defined in and pursuant to that certain Super Senior Credit Agreement, dated as of August 28, 2018, by and among Fairway Group Acquisition Company, as borrower, Fairway Group Holdings Corp. and the other Debtors, as credit parties, the lenders from time to time party thereto, and Ankura Trust Company, LLC, as administrative agent for the Prepetition Lenders, engaged King & Spalding LLP to represent them in connection with the potential restructuring of the Debtors. K&S represents only the Ad Hoc Group and does not represent or purport to represent any entities other than the Ad Hoc Group in connection with the Debtors' chapter 11 cases. In addition, the Ad Hoc Group, both collectively and through its individual members, does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. As of Jan. 27, 2020, members of the Ad Hoc Group and their disclosable economic interests are: (1) Brigade Capital Management LLC 399 Park Avenue, 16th Floor New York, NY 10022 Attn: Jeff Frusciante Brigade Leveraged Capital Structures Fund Ltd. * Total Common Shares Owned: 135,129 * L/C Loans: $8,302,838.18 * New Term Loans: $4,965,921.71 * Senior First Out Term Loans: $11,237,117.45 * Senior Last Out Term Loans: $2,543,951.59 * Holdco Loans: $2,283,021.27 Panther BCM LLC * Total Common Shares Owned: 26,991 * L/C Loans: $1,634,015.39 * New Term Loans: $984,290.15 * Senior First Out Term Loans: $2,218,131.71 * Senior Last Out Term Loans: $503,579.36 * Holdco Loans: $451,035.22 Brigade Credit Fund II Ltd. * Total Common Shares Owned: 10,900 * Senior First Out Term Loans: $11,333,046.75 Blue Falcon Limited * Total Common Shares Owned: 7,407 * Senior Last Out Term Loans: $584,094.20 * Holdco Loans: $524,013.24 Battalion CLO IV Ltd * Total Common Shares Owned: 11,579 * Senior Last Out Term Loans: $913,027.19 * Holdco Loans: $819,111.56 Battalion CLO V Ltd. * Total Common Shares Owned: 11,615 * Senior Last Out Term Loans: $915,841.77 * Holdco Loans: $821,636.67 Battalion CLO VI Ltd. * Total Common Shares Owned: 12,998 * Senior Last Out Term Loans: $1,024,892.63 * Holdco Loans: $919.470.35 Battalion CLO VII Ltd. * Total Common Shares Owned: 11,659 * Senior Last Out Term Loans: $919,290.57 * Holdco Loans: $824,730.71 Battalion CLO VIII Ltd. * Total Common Shares Owned: 14,573 * Senior Last Out Term Loans: $1,149,113.22 * Holdco Loans: $1,030,913.36 Battalion CLO IX Ltd. * Total Common Shares Owned: 14,573 * Senior Last Out Term Loans: $1,149,113.22 * Holdco Loans: $1,030,913.36 Brigade Distressed Value Master Fund Ltd. * Total Common Shares Owned: 7,379 * Senior Last Out Term Loans: $581,870.90 * Holdco Loans: $522,018.62 JPMorgan Chase Retirement Plan Brigade Bank Loan * Total Common Shares Owned: 7,913 * Senior Last Out Term Loans: $623,968.60 * Holdco Loans: $559,786.02 (2) FS Investment Corporation 201 Rouse Boulevard Philadelphia, PA 19112 Attn: FS Investment Operations FS Global Credit Opportunities Fund * L/C Loans: $2,950,078.62 * New Term Loans: $1,766,514.17 * Senior First Out Term Loans: $8,387,343.67 * Senior Last Out Term Loans: $5,255,507.36 * Holdco Loans: $4,714,916.43 (3) KKR Credit Advisors (US) LLC 555 California Street, 50th Floor San Francisco, CA 94104 Attn: Rony Ma & General Counsel FS KKR Capital Corp. II * Total Common Shares Owned: 179,608 * L/C Loans: $3,974,632.71 * New Term Loans: $2,380,019.64 * Senior First Out Term Loans: $11,300,244.80 * Senior Last Out Term Loans: $7,080,730.45 * Holdco Loans: $6,352,393.80 (4) Goldman Sachs & Co 200 West Street New York, NY 10282 Attn: Vincent Harrison Special Situations Investing Group Inc. * Total Common Shares Owned: 242,859 * L/C Loans: $9,936,853.57 * New Term Loans: $5,950,211.86 * Senior First Out Term Loans: $12,312,820.43 * Senior Last Out Term Loans: $9,294,056.21 * Holdco Loans: $8,338,052.87 Special Situations Investing Group II, LLC * Senior First Out Term Loans: $19,413,549.75 * Senior Last Out Term Loans: $15,209,275.74 * Holdco Loans: $13,644,822.24 K&S does not own, nor has it ever owned, any claims against the Debtors except for claims for services rendered to the Ad Hoc Group or for services rendered to the Debtors in connection with K&S' prior representation of the Debtors. However, K&S may at some future time seek to have its fees and disbursements incurred on behalf of the Ad Hoc Group paid by the Debtors' estates pursuant to title 11 of the United States Code or as otherwise permitted in the Debtors' chapter 11 cases. Counsel for the Ad Hoc Group of Lenders can be reached at: King & Spalding LLP W. Austin Jowers 1180 Peachtree Street Atlanta, GA 30309 Telephone: (404) 572-4600 Facsimile: (404) 572-5100 Email: ajowers@kslaw.com - and - King & Spalding LLP Michael C. Rupe, Esq. Michael R. Handler, Esq. 1185 Avenue of the Americas New York, NY 10036 Telephone: (212) 556-2100 Facsimile: (212) 556-2222 Email: mrupe@kslaw.com mhandler@kslaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/eTHwst About Fairway Headquartered in New York, Fairway Group Holdings Corp. is a food retailer offering customers a differentiated one-stop shopping experience "Like No Other Market". Fairway claims to have established itself as a leading food retailing destination in the Greater New York City metropolitan area, with stores that emphasize an extensive selection of fresh, natural and organic products, prepared foods and hard-to-find specialty and gourmet offerings, along with a full assortment of conventional groceries. Fairway operates 15 locations in the Greater New York City metropolitan area, including four Fairway Wines & Spirits locations. Seven Fairway stores are located in New York City and the remainder of Fairway's stores are located in New York (outside of New York City), New Jersey and Connecticut. Fairway Group, et al., filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No. 16-11241) on May 2, 2016. The petitions were signed by Edward C. Arditte as co-president and chief financial officer. The Debtors have engaged Weil, Gotshal & Manges LLP as counsel, Norton Rose Fulbright US LLP as special corporate counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Alvarez & Marsal as financial advisor and Prime Clerk LLC as claims and noticing agent. FENTON CHARTER: S&P Assigns 'BB+' Rating to 2020 Bonds ------------------------------------------------------ S&P Global Ratings has assigned its 'BB+' rating to the California School Finance Authority's series 2020 bonds, issued for Fenton Charter Public Schools (FCPS). The outlook is stable. "The 'BB+' rating reflects our view of FCPS's experienced management and governance teams, which have engaged in careful strategic planning," said S&P Global Ratings credit analyst Beatriz Peguero. The rating also reflects S&P's view of FCPS's: -- Moderate growth and expansion plans; -- Good cash on hand, with fiscal 2019 ending with 158 days' cash on hand; and -- Longstanding charter history as one of the first charters in Los Angeles. The stable outlook reflects S&P's view that, during its one-year outlook period, FCPS will continue to generate operating surpluses, albeit slimmer in fiscal 2020. S&P expects positive operations to help support their liquidity ratios. It further expects FCPS to manage through construction and meet enrollment targets as they fill out their new campuses. "We could consider a negative rating action if construction is not completed on time or on budget, or if enrollment expectations are not met, thereby constraining operations, leading to a decrease in MADS coverage beyond current expectations or considerably weakened liquidity levels," S&P said. "We could consider raising the rating if management is able to execute its expansion plans such that lease-adjusted MADS coverage and income margins were to improve to levels commensurate with a higher rating," the rating agency said. FLORENCE F. SMITH: Trustee's Auction Sale of New York Property Set ------------------------------------------------------------------ Alan Nisselson, the Trustee for estate of Florence F. Smith, filed with the U.S. Bankruptcy Court for the Eastern District of New York a notice of his public auction sale of the improved real property located at 168-170 Patchen Avenue, Brooklyn, New York, New York, pursuant to the Terms and Conditions of Sale for the Patchen Property. On Nov. 1, 2019, the Trustee filed the Motion with the Court for the entry of an Order authorizing him to sell at Auction of the Patchen Property, approving proposed Terms and Conditions of Sale for the Patchen Property, (c) authorizing the payment of a Break-Up Fee and overbid protection for potential qualified 'stalking horse' bidders, (d) setting dates for the Auction and sale approval hearing, and approving the form and manner of notice, and (e) granting other related relief. On Dec. 27, 2019, the Court entered the Sale Procedures Order authorizing the Trustee in his sole discretion to select a qualified Bidder in advance of the Auction who has made a bid for the Patchen Property to receive a Break-Up Fee. If a transaction with a different bidder who has made a higher or better bid at the Auction that is approved by the Court is consummated, the disappointed Stalking Horse Bidder will receive a Break-Up Fee in an amount up to a maximum of 2% of its initial offer. In addition, any initial minimum overbid must be in an amount up to 105% of the initial stalking horse bid plus the Buyer's Premium (equal to 6% of the successful bid). The Break-Up Fee, once earned in accordance with the terms of the Sale Procedures Order, will be (a) an administrative expense in the Debtor's chapter 7 case until paid to the Stalking Horse Bidder, and (b) payable solely from the proceeds of the sale of the Patchen Property and not from any other assets of the estate. The sale of the Patchen Property, whether to a qualified Stalking Horse Bidder, or to another higher or better offer made at the Auction, is subject to the entry of the Sale Approval Order. All interested parties are invited to make competing offers for the Patchen Property pursuant to the Terms and Conditions of Sale. The Trustee, by his duly retained auctioneers, Maltz Auctions, Inc., will conduct the Auction sale of the Patchen Property at the New York LaGuardia Airport Marriott, 102-05 Ditmars Boulevard, East Elmhurst, New York 11369 on Jan. 29, 2020, commencing at 11:00 a.m. (ET). Any prospective bidder qualifying under the Terms and Conditions of Sale may appear and participate in the Auction. The Auction may be adjourned without further notice by announcement at the Auction. The Auction will continue until the Trustee determines that he has received the highest or otherwise best offer for the Patchen Property. The Sale Procedures Order further provides that a Sale Approval Hearing will be held on Feb. 4, 2020, commencing at 2:30 p.m. (ET), or as may be adjourned, before Judge Nancy Hershey Lord, in Courtroom 3577 of the Bankruptcy Court, 271-C Cadman Plaza East, Brooklyn, New York 11201. At the Sale Approval Hearing, the Trustee will ask that the Court to allow him to sell the Patchen Property free and clear of all liens, claims, interests and encumbrances, but subject to existing valid leases and tenancies at time of closing. The Sale Objection Deadline is Jan. 31, 2020 (ET) at 5:00 p.m. Florence F. Smith sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 19-40962) on Feb. 19, 2019. The Debtor filed pro se. FRICTIONLESS WORLD: Panel Hires JW Infinity as Financial Advisor ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Frictionless World, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of Colorado to retain JW Infinity Consulting LLC, as financial advisor to the Committee. The Committee requires JW Infinity to: a. provide financial advisory services to the Committee on the contemplated sale process and any potential plan of reorganization; b. review key valuation, financial and other information and documents provided by the Debtor to the Committee; c. advise the Committee on such issues as the Debtor's operations, wind-down process, sale process and reorganization efforts, if any, and as may be necessary and appropriate; d. assist the Committee and its professionals in its capacity as experienced financial advisors; e. advise the Committee, if requested by the Committee, on pending and potential litigation matters including the adversary proceeding captioned Frictionless World, LLC v. Frictionless, LLC et al., Case Number 19-01282-MER; and f. perform valuation analyses in relation to avoidance actions such as preferences and fraudulent conveyances. JW Infinity will be paid at these hourly rates: Directors $425 to $500 Consultants $125 to $395 Paralegals $90 to $100 JW Infinity will also be reimbursed for reasonable out-of-pocket expenses incurred. Jolene Wee, managing director of JW Infinity Consulting LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. JW Infinity can be reached at: Jolene Wee JW INFINITY CONSULTING LLC 244 5th Ave., Suite 2131 New York, NY 10001 Tel: (212) 726-2545 About Frictionless World Frictionless World, LLC -- https://www.frictionlessworld.com/ -- provides professional grade outdoor power equipment, replacement parts for tractors, hitches and agricultural implements, gate and fence equipment, lithium ion powered tools, and ice fishing equipment. It offers brands such as Dirty Hand Tools, RanchEx, Redback, Trophy Strike and Vinsetta Tools. Frictionless World sought Chapter 11 protection (Banks. D. Col. Case No. 19-18459) on Sept. 30, 2019. The Hon. Michael E. Romero is the case judge. In the petition signed by CEO Daniel Banjo, the Debtor disclosed total assets of $14,600,503 and total liabilities of $17,364,542. The Debtor tapped Wadsworth Garber Warner Conrardy P.C. as bankruptcy counsel; Thomas P. Howard, LLC as special counsel; r2 Advisors, LLC as financial advisor; and Three Twenty-One Capital Partners, LLC as investment banker. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 20, 2019. JW Infinity Consulting LLC, is the financial advisor to the Committee. GAMESTOP CORP: Moody's Lowers CFR to B2, Outlook Stable ------------------------------------------------------- Moody's Investors Service downgraded GameStop Corp.'s Corporate Family Rating to B2 from Ba2, Probability of Default Rating to B2-PD from Ba2-PD, and 6.75% senior unsecured notes to B3 from Ba2. The company's Speculative Grade Liquidity rating was downgraded to SGL-2 from SGL-1. The outlook is stable. The downgrade of the company's CFR to B2 reflects the weaker than anticipated sales and operating performance, driven largely by declines in new hardware and software sales. The company will continue to face performance pressure through most of calendar year 2020 as customers continue to delay purchases ahead of the anticipated late 2020 new console launches. "Sustained competitive threats from downloadable, streaming, and subscription gaming services, as well as the company's ongoing transformation to improve profitability and evolve its vendor and partner relationships, elevate the company's business and operational risk during a period of industry weakness", stated Moody's Vice President, Adam McLaren. The downgrade of the company's Speculative Grade Liquidity to SGL-2 reflects reduced earnings and the approaching March 2021 maturity of its 6.75% senior unsecured notes. Downgrades: Issuer: GameStop Corp. Probability of Default Rating, Downgraded to B2-PD from Ba2-PD Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Corporate Family Rating, Downgraded to B2 from Ba2 Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD4) from Ba2 (LGD4) Outlook Actions: Issuer: GameStop Corp. Outlook, Changed To Stable From Negative RATINGS RATIONALE GameStop's B2 Corporate Family Rating is constrained by its vulnerability to product renewal cycles and new technology trends that pressure the traditional sales and business model, including new gaming console launches as well as downloadable, streaming, and subscription gaming services. The rating is constrained by ongoing pressure on revenue and margins, as the company's new video game software sales, hardware sales, and pre-owned business continue to be pressured, which will continue until the holiday 2020 season. As a retailer, GameStop is exposed to social risks such as changing demographics and societal trends, including the shift of consumers purchasing goods and accessories online. GameStop benefits from its low leverage level supported by debt reduction and its good liquidity profile supported by working capital management. The company's credit profile is further supported by its moderate scale and international reach, leading market position, and the flexible footprint of its store base. The stable outlook considers the company's good liquidity profile, with the expectation for positive free cash flow generation and the ability to address its 2021 maturity. While unlikely in the near term, ratings could be upgraded if GameStop is able to return to growth in the company's core segments, including new and pre-owned games, with expanding margins and top-line revenue growth. The company's ability to offset the cyclicality of its core video-game segments, while maintaining a conservative financial policy as it relates to shareholder returns, acquisitions, and other forms of expansion, if undertaken, would also be required for an upgrade. Quantitatively, an upgrade could occur if debt/EBITDA were maintained below 3 times, with EBIT/interest comfortably over 3 times. The continued decline in revenue and profitability, or a deterioration in liquidity, including lack of timely refinancing or take out of unsecured notes due March 2021, could result in a downgrade. Lack of free cash flow generation or the need to rely on the company's revolving credit facility could also result in a downgrade. Ratings could be downgraded if any factors caused debt/EBITDA to rise above 3.5 times or EBIT/interest maintained below 2 times. GameStop Corp., headquartered in Grapevine, Texas, is the world's largest dedicated retailer of video game products. GameStop operates over 5,600 stores in 14 countries with revenue of around $7.3 billion for the last twelve-month period ended November 2, 2019. GET HOOKED: Hickman Buying 2 Charter Fishing Permits for $27K ------------------------------------------------------------- Get Hooked Charters, LLC, asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of its two federally issued charter fishing permits to Scott Hickman for $27,000. A hearing on the Motion is set for Feb. 7, 2020 at 9:30 a.m. Objections, if any, must be filed within 21 days from the date of Motion service. The Debtor owns and operates a business known as Get Hooked Charters, Inc., providing charter boat and fishing services in the Galveston Bay area of Texas. Included in its assets are the Permits and its customers to engage in deep sea fishing. The Permits are currently available through authorized brokers on the open market with a purchase price range of $20 to 30,000. The Debtor asks authority to sell the Permits to the Buyer for the agreed Purchase Price. The Debtor is unaware of any lien, claim, or encumbrance upon the Permits and believes the entire Purchaser Price will be available for the benefit of the estate. The sale of the Permits will not prohibit the Debtor from engaging in ongoing operations. While the Debtor will be reduced in the number of deep sea fishing charters it can engage in after the sale of the Permits, it will still be permitted to engage in charter fishing services in the Galveston, Texas bay region. The Debtor intends to use the funds derived from the sale of the Permits to fund its ongoing operations during an uncharacteristically slow season. It believes that the proposed sale of the Permits is in the best interest of its estate and its creditors as it allows the Debtor to realize the maximum value for the Permits. About Get Hooked Charters Get Hooked Charters, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-80079) on March 21, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The case is assigned to Judge Jeffrey P. Norman. Waldron & Schneider, PLLC, is the Debtor's counsel. GRANITE CITY: Sets Bidding Procedures for All Assets ---------------------------------------------------- Granite City Food & Brewery, and its affiliates ask the U.S. Bankruptcy Court for the District of Minnesota to authorize their bidding procedures in connection with the sale of substantially all of their assets to KRG Granite, LLC for $7.5 million, pursuant to their Asset Purchase Agreement dated Dec. 16, 2019, subject to higher and better offers. On the Petition Date, the Debtors employed over 2,200 restaurant and front office workers. They currently operate 25 Granite City restaurants in 13 states and four Cadillac Ranch restaurants in four state. A confluence of factors, including increased and evolving competition in the casual dining and craft beer sectors, changes in consumer preferences and spending patterns, and declining mall foot traffic, all negatively impacted the profitability of the Debtors' business, and eventually led to an inability to meet financial obligations as they arose in the ordinary course of business. This led to a series of financial covenant and payment defaults under secured credit facilities. Each of the Debtors is a borrower or guarantor under a Credit Agreement with Citizens Bank N.A. dated as of May 15, 2014, as amended by a First Amendment to Credit Agreement dated as of Sept. 1, 2016. Each of the Debtors granted to Citizens first priority liens and security interests in and to all or substantially all of the assets of the Debtors, including all of their personal property, fixtures, and in real estate owned or to be acquired (with the exception of the Great Western Collateral). In addition to the Citizens' Loans, pursuant to a Second Amendment to Credit Agreement dated as of Oct. 23, 2019, JMB Capital Partners Lending, LLC, as a participant under the Credit Agreement, agreed to provide the Debtors with bridge financing in the form of a priming $1.5 million LIFO term loan secured by all of the Debtors’ assets (with the exception of the Great Western Collateral). Granite City Restaurant Operations, CRO is indebted to Great Western Bank, a South Dakota banking corporation, pursuant to a Business Loan Agreement and Promissory Note dated as of Sept. 30, 2015 in the original principal amount of $1.08 million. Granite City Food & Brewery Ltd. has unconditionally guaranteed repayment of the Great Western Loan. The Great Western Loan is secured by liens on the real property, improvements and fixtures that comprise the Debtors' Omaha Granite City operation, which is located at 1001 102nd Street, Omaha, Nebraska 68114 ("Great Western Collateral"). Pursuant to a subordination and Intercreditor Agreement dated Sept. 30, 2015, Citizens, as agent for the lenders under the Credit Agreement, agreed to subordinate to Great Western any lien Citizens might possess with respect to any real and/or personal property comprising the Great Western Collateral. The Debtors' inability to restructure their secured indebtedness ultimately led to the decision to file these bankruptcy cases. By the date of the Petitions, the Debtors had no reasonable alternative but to seek bankruptcy protection in order to stave off eviction proceedings and avoid deterioration in the value of the assets comprising their restaurant operations. Shortly after the filing of the Petition, on Dec. 20, 2018, the Court entered the Interim Financing Order. Pursuant to the Interim Financing Order, the Court authorized the Debtors, inter alia, to obtain from JMB up to $4 million in interim postpetition financing secured by first priority priming liens on substantially all of the Debtors' assets, with the exception of the Great Western Collateral. To that end, on Dec. 23, 2019, JMB and the Debtors, along with certain of the Debtors’ non-bankrupt affiliates, entered into a Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement, among the Debtors as Borrowers and Guarantors and JMB, as Lender ("DIP Loan Agreement"). Pursuant to the DIP Loan Agreement and the Interim Financing Order, upon consummation of the contemplated sale, 100% of any net cash proceeds -- after funding of a Carve-Out detailed in Paragraph 14 of the Interim Financing Order and subject to the lien priorities outlined in Paragraph 11 thereof -- are to be used to immediately satisfy the DIP Obligations through repayment of principal, interest and other amounts due as may become due and owing under the terms of the DIP Loan Agreement. To that end, in mid-September 2019, the Debtors established a due diligence data room populated with information related to the Debtors assets, liabilities, financial condition and business operations. Duff & Phelps then began outreach to potential financing parties, investors and buyers, initiating communications with 299 parties Duff believed might have an interest in pursuing a transaction with the Debtors. The Debtors' and their professionals' efforts culminated in the APA with the Proposed Purchaser. The Proposed Purchaser is an affiliate of Kelly Restaurant Group ("KRG"). The Debtors believe that a sale of their restaurant business assets is the best way to maximize the value of those assets for the benefit of creditors and parties in interest. They will propose, by a subsequent motion, to reject any leases not assumed and assigned to the Proposed Purchaser in accordance with certain "Designation Rights" afforded the Proposed Purchaser under the APA, or alternatively, the Debtors will propose to reject any leases not assumed and assigned to another, higher and better bidder or bidders. The APA entered into with the Proposed Purchaser, which will serve as the Stalking Horse bid, is an important step toward achieving the ultimate goal of the chapter 11 process -- maximizing value available to stakeholders -- by selling the Debtors' assets for their going concern value. To that end, the Debtors ask the Court's approval of the sale transaction reflected in the APA and related Bid Procedures to enable the Debtors, with the assistance of a qualified investment banker and financial advisory, Duff & Phelps Securities, LLC, to solicit competing offers for substantially all of its assets and, if appropriate, to conduct an auction. To secure the benefits of the Stalking Horse bid and to maximize the Debtor's chances of success in a competitive bidding process, it is imperative that the Sale Motion be approved and implemented expeditiously. The assets to be sold include 25 Granite City and 4 Cadillac Ranch restaurant locations, including associated leasehold interests and related designation rights, and furniture, fixtures, equipment, inventory, vehicles, other personal property, cash and accounts receivable. The Proposed Purchaser has also agreed to assume select liabilities and cure obligations with respect to unexpired real property leases that designated for assumption and assignment, as well as to cover interim rental obligations for all of the sites during a 60-day post-closing designation period. The salient terms of the APA are: a. Purchase Price - The aggregate consideration for the Acquired Assets will be: (a) an aggregate amount in cash equal to $7.5 million, subject to adjustment for the Price Adjustment Costs; plus (b) the assumption by Buyer of the Assumed Liabilities b. Deposit - A cash deposit in the amount of $225,000 has been deposited into an escrow account with the Escrow Agent, Wilmington Trust, N.A., to be applied at the Closing as a credit against the Purchase Price or to be returned to the Buyer if the Agreement is terminated. c. Acquired Assets - All Assets d. Assumed Liabilities - At the Closing, the Buyer will assume, and thereafter pay, perform and discharge when due, the liabilities of the Sellers. e. Assumption/Assignment of Contracts - Schedule 1.5(a) to the APA ("Acquired Contract List") sets forth a list of all Contracts to which a Seller is a party and which Buyer has designated to be included as an Acquired Contract, together with estimated Cure amounts for each Acquired Contract. f. Representations - The parties have each made representations and warranties that are customary in connection with a transaction of this size and nature. Except for representations and warranties contained in the APA, the Acquired Assets are conveyed "as is, where is," "with all faults" and that all warranties of merchantability or fitness for a particular purpose are disclaimed. g. Closing - As may be mutually agreed to by the parties and will be effective as of 12:01 a.m. on the Closing Date h. Break-Up Fee - $225,000 i. Expenses - $100,000 Expense Reimbursement. The Breakup Fee and Expense Reimbursement are to be treated as administrative expense claims in the Bankruptcy Cases, will be paid to Buyer within three Business Days following the closing of such sale to the third party, and will be paid to the Buyer after the payment in full to the DIP Lender but prior to the payment of the proceeds of such sale to any other third party asserting a Lien on the Acquired Assets. To maximize the value of the Debtors' assets, the Debtors ask authority to conduct the Auction for the Debtors' restaurant operations and related personal property and assets, including the Debtors' unexpired real property leases, executory contracts. The salient terms of the Bidding Procedures are: a. Bid Deadline: Feb. 6, 2020 at 5:00 p.m. (CDT) b. Initial Bid: i. All Asset Bids - With respect to a bid to acquire all of the Assets, a proposed purchase price, in cash, which is determined by the Consultation Committee (after consultation with their professionals and advisors) to be equal to or greater than the sum of (a) the purchase price set forth in the Stalking Horse APA, (b) the Expense Reimbursement, (c) the Break-Up Fee; and (d) $100,000. ii. Cadillac Ranch Bids - With respect to a bid to acquire only the Cadillac Ranch Assets, a proposed purchase price, in cash. iii. Granite City Bids - With respect to a bid to acquire only the Granite City Assets, a proposed purchase price, in cash. iv. In the event the Consultation Committee determines that separate bids for the Cadillac Ranch Assets and Granite City Assets together represent the highest and best value, the Consultation Committee may select such bids over a competing all-Assets bid, in which event the Expense Reimbursement and Break-Up Fee are to be ratably assessed based on the purchase prices associated with the bids. c. Deposit: Equal to: (a) 10% of the Initial Bid Increment Amount with respect to bids for all of the Assets; and (b) 10% of the proposed cash purchase price plus 50% of the Break-Up Fee and the Expense Reimbursement with respect to bids for only part of the Assets. d. Auction: If Qualified Bids (other than the bid of the Proposed Purchaser) are received by the Bid Deadline, the Consultation Committee will conduct an auction commencing on Feb. 13, 2020 at 9:00 a.m. (CT). If no Qualified Bids are received, no Auction will take place and the Debtors will request that the Court approves the sale to the Proposed Purchaser at the Sale Hearing. e. Bid Increments: $50,000 f. Sale Hearing: Feb. 18, 2020 at 1:30 p.m. (CT) g. Sale Objection Deadline: The Debtors respectfully ask that the order approving the sale of the Assets provides that such sale is free and clear of all liens, claims and encumbrances. In connection with the sale of their restaurant businesses, the Debtors propose to sell, assume and assign the Acquired Contracts and certain Real Property Leases, subject to certain Designation Rights afforded the Proposed Purchaser in Section 1.6 of the APA. During the Designation Rights Period, the Buyer can request that the Debtors assume, assign and sell any Designation Rights Asset to the Buyer or to a third party, subject to payment of all Cure Amounts and provision of adequate assurance of future performance. The Debtors ask approval of the Sale Notice. The Debtors askt that the Court holds the Sale Hearing to consider the relief requested in the Sale Motion as it pertains to entry of the proposed Sale Order for Feb. 18, 2020, with objections to the sale of the Acquired Assets to the Proposed Purchaser or the Successful Bidder, or the Back-Up Bidder at the Auction due to be filed with the Court no later than 9:30 a.m. on Feb. 18, 2020 and served in accordance with the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules. The Debtors ask expedited hearing on the request for approval of the Bid Procedures on notice that is less than the 21 days' notice provided for pursuant to Federal Rule of Bankruptcy Procedure 2002(a)(2) for a proposed use, sale, or lease of property of the estate. Furthermore, the hearing on the final sale cannot be pushed out further because (1) the APA allows the Proposed Purchaser to terminate the transaction if it does not close by the Outside Date, defined as 120 days following the Execution Date of the APA and (2) the Debtors will need the sale proceeds to pay off the DIP Loan before it matures on March 31, 2020. Expediting approval of the Bid Procedures by just a week will significantly increase the amount of time during which the Debtors are permitted to market the sale and solicit higher and better offers. Additionally, they ask that any order approving the relief requested be effective immediately, by providing that the 14-day stay is inapplicable. The failure to consummate the transactions expeditiously will have a significant adverse impact on the value to be realized upon disposition of the assets. A copy of the APA and the Bidding Procedures is available at https://tinyurl.com/trjl8eo from PacerMonitor.com free of charge. The Purchaser: KRG GRANITE ACQUISITION, LLC c/o Kelly Investment Group, LLC 12730 High Bluff Drive, Suite 250 San Diego, CA 92130 Attn: Michael Kelly Facsimile: 619-687-5010 E-mail: michael@kellycompanies.com The Purchaser is represented by: c/o Kelly Investment Group, LLC 12730 High Bluff Drive, Suite 250 San Diego, CA 92130 Att: Legal Department E-mail: luke@kellyinvestmentgroup.com About Granite City Food Granite City Food & Brewery Ltd. (OTCPink: GCFB) -- http://www.gcfb.com/-- operates two casual dining concepts: Granite City Food & Brewery and Cadillac Ranch All American Bar & Grill. The Granite City concept features its award-winning signature line of hand-crafted beers finished on-site as well as local and regional craft beers from brewers in various markets. In addition, these casual dining restaurants offer a wide variety of menu items that are prepared fresh daily. The extensive menu features contemporary American fare made in its scratch kitchens. Granite City opened its first restaurant in 1999; there are currently 25 Granite City restaurants in 13 states. Cadillac Ranch restaurants feature freshly prepared, authentic, All-American cuisine in a fun, dynamic environment. Its patrons enjoy a warm, Rock N' Roll inspired atmosphere. The Cadillac Ranch menu is diverse with offerings ranging from homemade meatloaf to pasta dishes, all freshly prepared using quality ingredients. The company currently operates 4 Cadillac Ranch restaurants in four states. Granite City Food & Brewery and four affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Lead Case No. 19-43756) on Dec. 16, 2019. At the time of the filing, Granite City Food & Brewery disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge William J. Fisher oversees the cases. James M. Jorissen, Esq., at Briggs & Morgan, PA, is the Debtors' legal counsel. HAMPSTEAD GLOBAL: Unsec. Creditors to be Paid in Full in 9 Months ----------------------------------------------------------------- Hampstead Global, LLC, filed a Plan of Reorganization and a Disclosure Statement. The Debtor proposes to fund the Plan from a capital infusion from the Adam Perzow, individually, in the amount necessary to fund interest payments to all creditors through the Outside Payment Date, which will be deposited with the Disbursing Agent prior to the Confirmation Hearing. The balance of the funds necessary for the distributions under the Plan will either come from capital raised by the Debtor in connection with the launch of its business or from the sale of the Debtor's assets in accordance with this Plan. The Plan treats claims as follows: * Class 1 Allowed Secured Claim of Laurie Munn. IMPAIRED. The term of the underlying escrow agreement shall be extended such that Greenberg Firm shall continue to hold the coins.com domain name in escrow until such time as the Allowed Class 4 Claims are paid in full in accordance with this Plan. The Debtor estimates that the Class 1 Allowed Secured Claim of the Greenberg Firm totals $5,000. * Class 2 Allowed Claim of Latin Lending Group. IMPAIRED. Class 2 consists of the Holder of the Allowed Claim of Latin Lending Group. The Holder of the Class 2 Allowed Secured Claim will be paid in full on or before the Closing Date. The Debtor estimates that Class 2 Allowed Claim of Latin Lending Group total $15,000. * Class 4 General Unsecured Claims. IMPAIRED. The Holders of the Class 4 Claims will be paid in full on or before nine months after the Effective Date. In the event the Debtor is unable to timely remit balance due on the Class 4, the Sale Process shall be commenced, as set forth in Section 4.2 of the Plan, with the proceeds of the Sale Process used to pay the balance due on the Allowed Class 4 Claims in full, with interest. The Debtor estimates that Class 4 Allowed General Unsecured Claims total $448,007.75. A full-text copy of the Disclosure Statement dated Jan. 24, 2020, is available at https://tinyurl.com/thkrua9 from PacerMonitor.com at no charge. Attorneys for the Debtor: Dawn Kirby, Esq. Erica R. Aisner, Esq. KIRBY AISNER & CURLEY, LLP 700 Post Road, Suite 237 Scarsdale, New York 10583 Tel: (914) 401-9500 About Hampstead Global Hampstead Global LLC, a privately held company in Tarrytown, N.Y., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-22721) on March 30, 2019. At the time of the filing, the Debtor estimated assets and liabilities of between $1 million and $10 million. The case is assigned to Judge Robert D. Drain. Kirby Aisner & Curley LLP is the Debtor's counsel. HAMTRAMCK MEDICAL: Has Until Feb. 14 to File Plan & Disclosures --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division - Detroit, convened a hearing upon the second motion of debtor Hamtramck Medical Pharmacy, LLC, to extend deadline to file a Plan and Disclosure Statement. On Jan. 12, 2020, Judge Phillip J. Shefferly granted the Debtor's motion. The Order Establishing Deadline and Procedures entered on April 23, 2019, is amended as follows: * Deadline for the debtor to file combined plan and disclosure statement from Dec. 16, 2019, to Feb. 14, 2020. * March 13, 2020, is the deadline to return ballots on plan, file objection to final approval of disclosure statement and objection to confirmation of plan. * March 20, 2020, at 10:00 a.m. in Room 1975, 211 W. Fort Street, Detroit, Michigan is the hearing on objection to disclosure statement and confirmation of plan. * Deadline for all professionals to file final fee applications is extended from Feb. 21, 2020, to April 3, 2020. A full-text copy of the order dated Jan. 12, 2020, is available at https://tinyurl.com/r5gvh95 from PacerMonitor.com at no charge. About Hamtramck Medical Pharmacy Organized in 2008, Hamtramck Medical Pharmacy, LLC, is an independent, community-based pharmacy located in Hamtramck, Michigan. Hamtramck Medical Pharmacy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-44033) on March 19, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The case is assigned to Judge Marci B. Mcivor. Stevenson & Bullock, PLC, is the Debtor's counsel. HEATING & PLUMBING: March 18 Hearing on Amended Plan Outline ------------------------------------------------------------ Judge Thomas B. McNamara has ordered that the hearing to consider the adequacy of and to approve the Amended Disclosure Statement filed by Heating & Plumbing Engineers, Inc., will be held at Wednesday, March 18, 2020, at 1:30 p.m. in Courtroom E, United States Bankruptcy Court for the District of Colorado, United States Custom House, 721 19th Street, Denver, Colorado. Objections to the Amended Disclosure Statement will be filed and served not less than 14 days prior to the Hearing. About Heating & Plumbing Engineers Founded in 1947, Heating & Plumbing Engineers, Inc., a mechanical contractor, provides HVAC sheet metal, plumbing, and piping systems services in Colorado. Heating & Plumbing Engineers filed a voluntary petition pursuant to Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.19-16183) on July 19, 2019. In the petition signed by CEO William T. Eustace, the Debtor disclosed $13,845,361 in assets and $14,934,602 in liabilities. Lee M. Kutner, Esq., at Kutner Brinen, P.C., is the Debtor's counsel. HOTEL CUPIDO: Has Until April 30 to File Plan & Disclosure ---------------------------------------------------------- On Jan. 14, 2020, Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico granted the request of debtor Hotel Cupido Inc. and the deadline to file the disclosure statement and plan is extended until April 30, 2020. A full-text copy of the order dated Jan. 14, 2020, is available at https://tinyurl.com/vzo4bsq from PacerMonitor.com at no charge. About Hotel Cupido Hotel Cupido Inc. is a privately held company that owns and operates hotels and motels. Hotel Cupido sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-03799) on June 30, 2019. At the time of the filing, the Debtor disclosed $488,176 in assets and $3,213,031 in liabilities. The case is assigned to Judge Edward A. Godoy. The Debtor is represented by Bufete Quinones Vargas & Asoc. IDEANOMICS INC: Qingdao Agrees to Invest RMB200 Million ------------------------------------------------------- Ideanomics, Inc., entered into an agreement with Qingdao Xingyang City Investment in which Qingdao agreed to invest, pursuant to an installment plan, in the Company's subsidiary, Qingdao Mobile New Energy Vehicle Sales Co. Ltd., an aggregate of potentially RMB200 million as registered capital with an initial investment of RMB50 million (approximately $7.2 million). The Company and Qingdao also agreed to jointly establish Mobile to engage in electric commercial vehicle sales. Pursuant to the Agreement Qingdao agreed that within 10 days after the completion of the establishment of Mobile, Qingdao would invest RMB50 million as the first installment and, once Mobile starts operation, an additional RMB50 million as registered capital for each RMB10 billion sales revenue realized by Mobile or for each RMB10 billion increase in the market value of Mobile. Once Mobile achieves RMB30 billion or its market value reaches RMB30 billion Qingdao will pay the RMB200 million in full as registered capital. Qingdao will receive a 10% equity interest in Mobile for the full investment of RMB200 million. 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. Ideanomics 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. JAGGED PEAK: Moody's Upgrades Sr. Unsec. Notes to Ba3 ----------------------------------------------------- Moody's Investors Service upgraded Jagged Peak Energy LLC's senior unsecured notes to Ba3 from B3. The outlook was changed to stable from rating under review. This follows Parsley Energy LLC's (Parsley, Ba2 stable) acquisition of Jagged Peak on January 10, 2020 and the subsequent guarantee of Jagged Peak's senior unsecured notes by Parsley. This concludes the Moody's ratings review for upgrade that began on October 15, 2019 when Jagged Peak announced that it has entered into a definitive merger agreement with Parsley. Jagged Peak's B2 corporate family rating, B2-PD probability of default rating and SGL-3 speculative grade liquidity rating have been withdrawn. Upgrades: Issuer: Jagged Peak Energy LLC Gtd Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 (LGD4) from B3 (LGD5) Withdrawals: Issuer: Jagged Peak Energy LLC Corporate Family Rating, Withdrawn , previously rated B2 Probability of Default Rating, Withdrawn , previously rated B2-PD Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-3 Outlook Actions: Issuer: Jagged Peak Energy LLC Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The Ba3 rating assigned to Jagged Peak's guaranteed senior unsecured notes reflects the credit profile of parent Parsley, which has provided an unconditional guarantee of the notes. Parsley's Ba2 CFR reflects the company's strong execution on its growth-oriented capital program, material sustained production expansion through the commodity price cycle, and progressively improved credit metrics. The company's margins and cash flow benefit from the liquids-rich orientation of its production in the Permian Basin. Parsley's large inventory of drilling locations, particularly in the Midland Basin, and competitive full-cycle economics provide strong growth opportunities over the next several years, and the company's high degree of operational control over its leasehold acreage allows for flexible capital allocation and development in light of crude price volatility. Additionally, Parsley has firm transportation contracts in place that should support its realized prices and cash flow as production. The CFR is limited by the company's concentrated geographic presence and high base-production decline rates typical of recent vintage, high-growth, shale-oriented producers. Parsley faces long-term demand pressure for oil and natural gas-related to carbon transition. Although the company's liquids-heavy production profile leaves it in a disadvantaged position for transition, its lean cost structure provides a measure of competitive advantage, once oil demand has peaked. Governance risks Moody's considers in Parsley's credit profile include a financial policy that has an increasing focus on returning capital to shareholders. Parsley pays out a dividend quarterly which, although currently about $70 million annually pro forma the Jagged Peak acquisition and recent increase, Moody's expects to grow. The stable outlook reflects its expectation that Parsley will execute its growth plan and fund capital spending and dividends through cash from operations. An upgrade could be considered if Parsley continues to generate free cash flow while growing production to 175,000 boe/d while maintaining a leveraged full-cycle ratio above 2.0x and achieves debt/proved developed reserves below $6/boe. A downgrade is possible if Parsley's RCF/debt ratio falls below 30%, if the company returns to materially outspending its operating cash flow, or if its leveraged full-cycle ratio falls below 1.3x. Austin, TX-based Parsley Energy, LLC is an oil and gas exploration and production company with operations in the Midland and Delaware Basins in west Texas. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. JANE STREET: Moody's Withdraws 'Ba3' Issuer Rating -------------------------------------------------- Moody's Investors Service withdrawn Jane Street Group, LLC's Ba3 issuer rating. The action does not impact Jane Street's Ba2 corporate family rating, Ba3 senior secured term loan rating or its stable outlook. Withdrawal: Issuer: Jane Street Group, LLC Issuer Rating, withdrawn, previously Ba3 RATINGS RATIONALE Moody's has decided to withdraw the rating for its own business reasons. JCV TRUCKING: Court Confirms Chapter 11 Plan -------------------------------------------- On Oct. 16, 2019, the U.S. Bankruptcy Court for the District of New Jersey held a hearing on confirmation of the Small Business Combined Plan of Reorganization and Disclosure Statement of Debtor JCV Trucking Corp. having filed on May 2, 2019. On Jan. 10, 2020, Judge Stacey L. Meisel ordered that: * The Plan, as amended by the Mack Financial Services Consent Order and the Class 3 Consent Order, is approved and confirmed. The terms of each of the documents in the Plan and all exhibits and addenda thereto are approved, incorporated by reference into, and an integral part of the Plan. As set forth in Section 9.26 of the Plan, the Effective Date of the Plan is the Confirmation Date, which in Section 9.19 of the Plan is defined as the date upon which this Order is entered. * The provisions of the Plan, as amended by the Mack Financial Services Consent Order and the Class 3 Consent Order, and the provisions of this Order, including the findings of fact and conclusions of law set forth herein, are nonseverable and mutually dependent. * Except as otherwise provided in this Order or in the Plan, as amended by the Mack Financial Services Consent Order and the Class 3 Consent Order, on the Effective Date all property of the Debtor shall vest in the Reorganized Debtor, free and clear of all Claims, Interests, liens, encumbrances, and interests. * All distributions under the Plan, as amended by the Mack Financial Services Consent Order and the Class 3 Consent Order, shall be made in accordance with the Plan, as amended by the Mack Financial Services Consent Order and the Class 3 Consent Order. * The date of initial Distributions under the Plan, as amended by the Mack Financial Services Consent Order and the Class 3 Consent Order, shall be the date occurring on or as soon as reasonably practicable after the Effective Date on which the Reorganized Debtor, as the disbursing agent under the Plan, first makes a distribution to holders of Allowed Claims under the Plan, as amended by the Mack Financial Services Consent Order and the Class 3 Consent Order. A full-text copy of the Order Confirming the Plan dated January 10, 2020, is available at https://tinyurl.com/ssjr3bq from PacerMonitor.com at no charge. The Debtor is represented by: PYFER LAW GROUP, LLC Scott C. Pyfer, Esq. 20 Commerce Drive, Suite 135 Cranford, New Jersey 07016 Telephone: (908) 543-4025 Facsimile: (908) 264-0721 E-mail: scott@pyferlawgroup.com JCV Trucking Corp. filed a Chapter 11 Petition (Bankr. D.N.J. Case No. 18-23621) on July 6, 2018, and represented by Scott C. Pyfer, Esq., at Pyfer Law Group, LLC. JEFFERY L. JOHNSON: Jan. 23 Hearing on Bonifay Property Rescheduled ------------------------------------------------------------------- Judge Karen K Specie of the U.S. Bankruptcy Court for the Northern District of Florida cancelled the hearing on the sale by Jeffery Lamar Johnson and Melinda Anita Johnson of the real property located at 812 Caryville Road, Bonifay, Florida to April Joy Carpenter for $54,900, set for Jan. 23, 2020 at 3:30 p.m. (EST), and rescheduled in approximately 30 days. A copy of the Contract is available at https://tinyurl.com/vdfv6g6 from PacerMonitor.com free of charge. 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. JHS VENTURES: Court Approves Disclosure Statement ------------------------------------------------- Judge Madeleine C. Wanslee has ordered that the Disclosure Statement in support of the Chapter 11 Plan filed by JHS Ventures LLC is approved. The Court will consider whether to confirm the Plan at a hearing on Feb. 19, 2020, at 10:00 a.m. The confirmation hearing will be held in Courtroom 702 at 230 North First Avenue, 7th Floor, Phoenix, Arizona. Any party desiring to object to confirmation of the Plan be filed and served by Feb. 12, 2020. The Debtor must provide creditors with a copy of a ballot conforming to Official Form No. 14. Any creditor desiring to vote for or against confirmation of the Plan must complete and sign a ballot. To be timely, a completed ballot must be delivered to the Debtor at the address listed in paragraph 3 above by Feb. 12, 2020. About JHS Ventures JHS Ventures LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-06528) on May 28, 2019. At the time of the filing, the Debtor was estimated assets of between $500,001 and $1 million and liabilities of the same range. The case is assigned to Judge Madeleine C. Wanslee. Carmichael & Powell, P.C., is the Debtor's legal counsel. JOSEPH’S TRANSPORTATION: Wants Confirmation Hearing Set to March 2 -------------------------------------------------------------------- Debtor Joseph's Transportation, Inc., moves for a continuance of the hearing scheduled for Feb. 26, 2020, at 11:00 a.m. on confirmation of the First Amended Plan of Reorganization. The Debtor requests that the Court continue the Confirmation Hearing and reschedule the hearing, if possible, for a date during the week of March 2, 2020. A full-text copy of the Motion dated Jan. 9, 2020, is available at https://tinyurl.com/snjosqq from PacerMonitor.com at no charge. The Debtor is represented by: Gary W. Cruickshank, Esq. 21 Custom House Street, Suite 920 Boston, MA 02110 Tel: (617) 330-1960 E-mail: gwc@cruickshank-law.com About Joseph's Transportation Joseph's Transportation is a family-owned and operated full transportation company that has been serving the New England area for more than 40 years. Joseph's Transportation filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14282) on Nov. 11, 2018. In the petition signed by Joseph Albano III, president, the Debtor was estimated to have assets of $500,001 to $1 million and liabilities of the same range. The Law Office of Gary W. Cruickshank serves as counsel to the Debtor. KC CULINARTE: S&P Downgrades ICR to 'B-' on Elevated Leverage ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based KC Culinarte Holding L.P.'s (KC) to 'B-' from 'B' to reflect its view that the company's leverage will remain elevated as challenges remain in transitioning production into the Everett facility. Concurrent with the downgrade of the issuer credit rating, S&P lowered its issue-level rating on the company's first-lien term loan and revolving credit facility to 'B-' from 'B'. The recovery rating remains '3'. S&P's downgrade reflects the company's elevated leverage, minimal free cash flow generation, and potential liquidity risk if operational missteps persist. The downgrade reflects the company's EBITDA deterioration and higher-than-expected borrowings on its revolver due to integration challenges with its Everett, Wash. plant. S&P estimates that leverage increased above 8x for the fiscal year ended Sept. 30, 2019, compared with the rating agency's prior expectation of below 7x. S&P forecasts that leverage will remain high during the next 12 months as it anticipates for a longer-than-budgeted Everett facility turnaround. The rating agency also forecasts no free cash flow generation for fiscal 2020. S&P's negative outlook reflects the risk the company is unable to sufficiently ramp up production on its Everett facility through the oncoming peak working capital season, or the company experiences loss of organic revenue growth, such that operating performance continues to deteriorate. "We could downgrade the company over the next few quarters if the company is unable to execute on its Everett facility turnaround and generate sequential improvement, especially through its peak working capital season, such that operating performance deteriorates resulting in an unsustainable capital structure, or liquidity becoming constrained," S&P said. "We could return the outlook to stable if the company demonstrates steady performance through its peak working capital season and we expect it to generate positive free cash flow. We could raise the ratings if we forecast the company is capable of sustaining leverage at, or below, 6x while generating positive free operating cash flow. This could happen if the company is able to improve its Everett facility execution ahead of our expectations," the rating agency said. LADDER CAPITAL: Fitch Raises LongTerm IDR to BB+, Outlook Stable ---------------------------------------------------------------- Fitch Ratings upgraded the Long-Term Issuer Default Ratings and senior unsecured debt ratings of Ladder Capital Finance Holdings LLLP and Ladder Capital Finance Corporation, subsidiaries of Ladder Capital Corp, to 'BB+' from 'BB' following the closing of its $750 million unsecured notes issuance. The Rating Outlook is Stable. Fitch has also assigned a final rating of 'BB+' to Ladder's $750 million, 4.25% senior secured notes due 2027. The final ratings are the same as the expected ratings assigned on Jan. 15, 2020. Following the assignment of the expected rating, Ladder announced that it priced $750 million of senior unsecured notes; which was $250 million more than the previously announced offering size of $500 million. Fitch does not expect the upsize of the offering to have an impact on Ladder's leverage as proceeds from the issuance will be used to repay existing secured debt. KEY RATING DRIVERS IDRs AND SENIOR DEBT The ratings upgrade reflects an improvement in Ladder's funding flexibility as a result of the unsecured debt issuance, as unsecured debt is expected to increase to about 39.4% of total debt on a pro forma basis as of Sept. 30, 2019 (up from 24% at Sept. 30, 2019), as Ladder's stated intention is to use debt proceeds to repay a portion of secured borrowings outstanding. This unsecured funding percentage compares favorably to historical levels and is within Fitch's 'bbb' category funding, liquidity and coverage quantitative benchmark range of 35%-50% for balance sheet intensive finance and leasing companies. Ladder's ratings remain supported by its established platform as a commercial real estate (CRE) lender and investor and strong credit track record and consistent investment strategy throughout periods of market volatility as a result of its ability to shift between the securities, lending and real estate businesses, which tend to be countercyclical. The ratings also reflect Ladder's conservative underwriting culture, granular portfolio, continued adherence to leverage targets commensurate with the risk profile of its assets, internal management structure and expanding access to capital. Additionally, Fitch believes that there is a strong alignment of interests between management and shareholders, as evidenced by management and directors owning approximately $250 million of equity in the company (11.3%) at the current LADR stock price. Rating constraints include Ladder's focus on the CRE market, which exhibits volatility through the credit cycle; meaningful, albeit declining, proportion of secured debt funding and reliance on wholesale funding; and the absence of a track record as a standalone entity through a full credit cycle. The Stable Rating Outlook reflects Fitch's expectation that Ladder will continue to opportunistically issue unsecured debt, such that unsecured debt-to-total debt remains at or above 35% over time. The Rating Outlook also reflects Fitch's expectations for the continued management of leverage in a manner consistent with the risk profile of the portfolio, solid asset quality metrics, and the maintenance of sufficient liquidity. The 'BB+' rating assigned to the new senior unsecured debt is equalized with the ratings assigned to Ladder's existing senior unsecured debt, as the new notes rank equally in the capital structure, and with Ladder's Long-Term IDR. The equalization of the senior unsecured debt ratings with Ladder's IDR reflects the availability of unencumbered assets, suggesting average recovery prospects for debtholders under a stressed scenario. RATING SENSITIVITIES IDRs and Senior Debt Negative rating pressure on the IDR could result from a sustained reduction in the proportion of unsecured debt funding, which could result from the refinancing of unsecured debt maturities with secured debt, material weakening of asset quality, sustained increase in adjusted leverage beyond the company's articulated target of 2.0x-3.0x and/or a material reduction in liquidity. Fitch views rating upside as limited in the near term. Longer term, rating upside could be driven by a significant increase in the proportion of unsecured debt, resulting in unsecured debt approaching 50% of total debt, accompanied by a reduced reliance on shorter term secured repurchase facilities. Positive momentum would also be contingent upon the continued management of leverage in a manner consistent with the risk profile of its portfolio, maintenance of sufficient liquidity, a sustained low reliance on gain on sale income and strong asset quality performance in the face of CRE sub-sector pressures. The unsecured debt ratings are sensitive to changes to Ladder's IDR and the level of unencumbered balance sheet assets relative to outstanding debt. The unsecured debt ratings could be notched down from the IDR should secured debt increase and/or the level of unencumbered assets decrease to such an extent that expected recoveries on the senior unsecured debt were adversely affected. Criteria Variation In Fitch's Non-Bank Financial Institutions Rating Criteria, the core earnings and profitability benchmark ratio for balance sheet intensive finance and leasing companies is pre-tax income/average assets. Fitch believes that core earnings, as defined by Ladder, is a more useful measure of earnings performance than reported pre-tax income because core earnings excludes certain non-cash expenses and unrecognized results and eliminates timing differences related to securitization gains and changes in the values of assets and derivatives. Therefore, the primary earnings and profitability benchmark used in this analysis is core earnings/average assets. LINDRAN PROPERTIES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Lindran Properties, LLC (Shoreline) 4 Dunbar Road Palm Beach Gardens, FL 33418 Business Description: Lindran Properties, LLC owns 13 real properties in Chicago, Illinois. Chapter 11 Petition Date: January 31, 2020 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 20-02834 Debtor's Counsel: Scott N. Schreiber, Esq. CLARK HILL PLC 130 E. Randolph Street Suite 3900 Chicago, IL 60601 Tel: 312-985-5595 E-mail: sschreiber@clarkhill.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Andrew Belew, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/v6mND5 LIQUIDMETAL TECHNOLOGIES: Valencia Signs 5-Year Office Lease ------------------------------------------------------------ 20321 Valencia, LLC, a wholly owned subsidiary of Liquidmetal Technologies, Inc., entered into a lease agreement pursuant to which Valencia leased to MatterHackers, Inc. an approximately 32,534 square foot portion of a light industrial and office building owned by Valencia. The lease term is for five years and two months commencing on March 1, 2020. The base rent payable under the Lease Agreement is $32,534 per month initially and is subject to periodic increases up to a maximum of approximately $54,000 per month. The Tenant will pay approximately 79% of common operating expresses. The Lease Agreement has other customary provisions, including provisions relating to default and usage restrictions. The Lease Agreement grants to the Tenant a right to extend the lease for one additional 60-month period at market rental value. About Liquidmetal Technologies Lake Forest, California-based Liquidmetal Technologies, Inc. -- http://www.liquidmetal.com/-- is a developer of parts made with amorphous alloys, also known scientifically as Bulk Metallic Glasses or BMGs. The non-crystalline atomic structure of these materials allows for unique performance properties, including the ability to injection-mold with micron-level precision, lustrous finishes, high strength, hardness and corrosion resistance, and remarkable elasticity. Liquidmetal reported a net loss and comprehensive loss of $7.43 million in 2018, a net loss and comprehensive loss of $8.69 million in 2017, and a net loss and comprehensive loss of $18.75 million in 2016. As of Sept. 30, 2019, the Company had $41.97 million in total assets, $1.49 million in total liabilities, and $40.48 million in total shareholders' equity. Liquidmetal has approved a restructuring plan under which the Company seeks to significantly reduce its operating costs, rely on its manufacturing partnerships, and focus its current resources on sales, marketing, and industry development. The Restructuring Plan is the culmination of the Company's recent reevaluation of its current and forecasted business outlook and resulting decision to shift the Company's focus from manufacturing operations at its Lake Forest, California facility to the outsourced manufacture of the Company's products. Under the Restructuring Plan, the Company will continue to develop domestic and international manufacturing partnerships. By leveraging the operations of established manufacturers, the Company intends to create a more efficient and cost-effective operational structure, with a more streamlined focus on sales, marketing, project development, and customer support, while benefiting from significant reductions in its operating costs. The Restructuring Plan preserves the Company's core intellectual property and financial resources. LMBE-MC HOLDCO II: S&P Affirms 'BB-' Debt Rating; Outlook Stable ---------------------------------------------------------------- S&P Global Ratings affirmed the 'BB-' rating on LMBE-MC HoldCo II LLC's (LMBE) debt. The '1' recovery rating is unchanged, reflecting its expectation of about 95% recovery under a hypothetical default event. The affirmation reflects S&P's view that despite weaker-than-expected energy margins and capacity factors, the project performed well in 2019 and swept about $35 million on the term loan B, exceeding the target debt balance. Weaker operating cash flows were offset by a $30 million gain in energy hedges. The stable outlook reflects S&P's expectation that LMBE's financial performance should remain adequate in 2020, because of the energy hedges the project has in place and the business interruption proceeds that should offset cash flow losses at Lower Mount Bethel power plant while it remains out of service. S&P expects a minimum DSCR of about 1.35x in 2026, in which the rating agency models a fully amortizing debt structure once the term loan B is refinanced in 2025. "We would likely lower the rating if the minimum DSCR for the project falls below 1.3x during the project life, in which we forecast the minimum DSCR after 2025 when we model a fully amortizing refinancing structure. This could stem from increased refinancing risk because of lower cash flow sweeps, or operational challenges that resulted in higher-than-anticipated capital spending. Additionally, if the Lower Mount Bethel plant remains out of service for longer than expected and the business interruption insurance does not compensate accordingly, that would affect our view of the portfolio's operating quality when compared to peers, and we could also lower our rating," S&P said. "We would raise the rating if the project's minimum DSCR exceeds approximately 1.8x during the asset life. A secular improvement in the power market could result in this outcome, assuming that operating performance remains strong," the rating agency said. MDM HOLDINGS: Unsecureds Get $500 Per Month Until Paid in Full -------------------------------------------------------------- MDM Holdings, Inc., filed a First Amended Disclosure Statement with respect to its Plan of Reorganization. Despite the adversity experienced over the past several years, the Debtor is currently experiencing steady cash flow. The relief from collections provided by bankruptcy protection and the focus on core business activities have resulted in a better overall operating and increased profitability. The Debtor expects growing profitability in the years to come to allow it to meet its Plan obligations. The Plan treats claims and interests as follows: * Class 1 Secured Claim of Strategic Funding Sources, Inc. IMPAIRED. $32,824. The creditor in the class will be paid in full its approved claim amount over the course of a 60-month term with a standard amortization schedule. Interest on this claim will accrue at the rate of 1.00% over Prime, as published in the Wall Street Journal. * Class 2 Secured Claim of Synovus. IMPAIRED. $35,057. The creditor in this class will be paid in full its approved claim amount over the course of a 60-month term with a standard amortization schedule. Interest on this claim will accrue at the rate of 1.00% over Prime, as published in the Wall Street Journal. * Class 3 Secured Claim of Sterns Bank. IMPAIRED. $67,190. The creditor in this class will be paid in full its approved claim amount over the course of a 120-month term with a standard amortization schedule. Interest on this claim will accrue at the rate of 1.00% over Prime, as published in the Wall Street Journal. * Class 4 Administrative Claims of Professionals Employed by the Debtor. IMPAIRED. The Debtor will begin making monthly payments of $500, split on a pro rata basis between all claimants on their approved claim amounts until the total allowed claims in this class are paid in full. * Class 5 Unsecured Priority Tax Claims of the IRS. IMPAIRED. $7,972. The creditor in this class will be paid in full is approved claim amount over the course of a 60-month term with interest accruing at the rate of 5.00%, with a standard amortization schedule for the term. * Class 6 General Unsecured Claims. IMPAIRED. $100,955. Beginning on the Effective Date, the Debtor will commence equal monthly payments of $500, split and apportioned to the creditors in this Class. The allowed claims will each receive a pro rata split of every $500 payment amount based on their claim's proportionate share of the total allowed claims in this Class on the date that each individual monthly payment's issuance. Monthly payments of $500 will continue until all allowed claims in this Class are paid in full. * Class 7 Disputed Unsecured Claims of Michael Rogers. IMPAIRED. $184,000. The claims of the creditor in this Class are disputed as not owed and are subject to set-off in a lawsuit pending in Alabama state court. The Debtor expects this Class to be extinguished and its claims disallowed in full. * Class 8 Equity Interest Holders in Debtor. IMPAIRED. Equity security holders will retain their shares in Debtor. The equity interest holders' rights to receive any property from the Debtor will be predicated on all higher-priority claimants. A full-text copy of the First Amended Disclosure Statement dated January 13, 2020, is available at https://tinyurl.com/ukhc63m from PacerMonitor.com at no charge. Attorneys for the Debtor: Tazewell T. Shepard III Tazewell T. Shepard IV SPARKMAN, SHEPARD & MORRIS, P.C. P. O. Box 19045 Huntsville, AL 35804 Tel: (256) 512-9924 Fax: (256) 512-9837 About MDM Holdings MDM Holdings Inc. is a full-service sign company located in Decatur, Alabama. Sole shareholder, Michael McKeon, formed the company in November 2016. The company designs, fabricates and installs most forms of signage including outdoor, indoor and wide format print signs. Its business is currently located at 1950 Central Parkway, in Decatur, Alabama 35601. MDM Holdings, Inc., sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 19-82531) on Aug. 22, 2019, estimating less than $1 million in both assets and liabilities. SPARKMAN, SHEPARD & MORRIS, P.C., is the Debtor's counsel. MEADE INSTRUMENTS: Committee Hires SulmeyerKupetz as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Meade Instruments Corp., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Central District of California to retain SulmeyerKupetz, A Professional Corporation, as counsel to the Committee. The Committee requires SulmeyerKupetz to: a. advise the Committee with respect to its powers and duties in the Debtor's case; b. assist in the Committee's investigation of the Debtor's acts, conduct, assets, liabilities, financial condition, the operation of the Debtor's business, and to assist with other matters relevant to the Debtor's case, including the Debtor's proposed retention of professionals and formulation of a plan of reorganization/liquidation; c. advise the Committee so that it may properly comply with all provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and the requirements of the UST; and d. perform such other legal services as may be required and is in the interest of unsecured creditors. SulmeyerKupetz will be paid at these hourly rates: Attorneys $475 to $725 Paraprofessionals $250 SulmeyerKupetz will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark S. Horoupian, partner of SulmeyerKupetz, A Professional Corporation, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. SulmeyerKupetz can be reached at: Mark S. Horoupian, Esq. Claire K. Wu, Esq. SULMEYERKUPETZ A PROFESSIONAL CORPORATION 333 South Grand Avenue, Suite 3400 Los Angeles, CA 90071 Tel: (213) 626-2311 Fax: (213) 629-4520 E-mail: mhoroupian@sulmeyerlaw.com ckwu@sulmeyerlaw.com About Meade Instruments Corp. Meade Instruments Corp. designs and manufactures optical products, including telescopes, cameras, binoculars and sports optics products. Meade Instruments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-14714) on Dec. 4, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Erithe A. Smith oversees the case. 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. The Committee retained SulmeyerKupetz, A Professional Corporation, as counsel. MELBOURNE BEACH: Trustee Sets Bid Procedures for Melbourne Assets ----------------------------------------------------------------- Jules S. Cohen, the Chapter 11 trustee for Melbourne Beach, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the fully developed commercial shopping center described generally as Ocean Springs Shopping Village, 951-991 E. Eau Gallie Blvd., Melbourne, Florida, to Terra Equity Group, LLC, for $15.5 million, subject to higher and better offers. The Debtor's most substantial asset is the Subject Property. The Subject Property consists of a fully developed commercial shopping center located near the beach at the end of Eau Gallie Boulevard in Melbourne, Florida. A map identifying the location of the Subject Property is described on Exhibit A. The Subject Property consists of buildings with over 120,000 square feet of retail space and are leased to tenants including Winn-Dixie, Texas Roadhouse, Friendly's, Ashwini Pharmacy, Mainwald Jewelers, T-Mobile, and several others. It is more particularly described on Exhibit B and a diagram of the Subject Property on Exhibit C. The Subject Property is not subject to any mortgages or liens. Immediately upon his appointment, among other activities, Trustee and his professionals took steps to effectuate a sale of the Subject Property and the Debtor's other tangible and intangible property used to maintain and operate the Subject Property. Prior to the Trustee's appointment, the Debtor obtained an order of the Court authorizing it to employ Marcus & Millichap as broker to sell the Debtor's shopping center (i.e., the Subject Property). The individual broker at that company who worked on the efforts to sell the Subject Property was Brian Capo. Mr. Capo is now with FL Retail Advisors, LLC. Since entering the representation agreement identified in the Motion to Retain Broker, the Trustee and Mr. Capo have been diligently marketing the Assets in an effort to line up a buyer. On Dec. 20, 2019, the Trustee received a Stalking Horse Agreement (Exhibit D) from the Stalking Horse Bidder to purchase the Assets for the total price of $15.5 million. The salient terms of the Bidding Procedures are: a. Bid Deadline: Feb. 21, 2020 at 5:00 p.m. (ET) b. Initial Bid: $15.8 million c. Deposit: 2.5% of the Initial Bid d. Auction: If at least one Qualified Bid by a Qualified Bidder other than the Stalking Horse Bidder is received by the Bid Deadline, Trustee will file a notice with the Court within 24 hours after expiration of the Bid Deadline. The Trustee and his Broker will then communicate with all Qualified Bidders during the course of the next seven calendar days after expiration of the Bid Deadline in an effort to maximize the bids made until Trustee and his Broker have determined that no further higher bid(s) will be made by any Qualified Bidder(s). e. Bid Increments: $100,000 f. The Sale will be on an "as is, where is" basis and without representations or warranties of any kind by Debtors, Trustee. or Trustee's professionals. g. No person(s) will be permitted to "credit bid" on the Assets in any manner or form. No person will be permitted to offset any sale price of the Assets by any claim asserted or filed in the Case. The Trustee has determined in his business judgment that the sale of the Assets as proposed is the most effective disposition method available for the estates' creditors. Accordingly, through the Motion, he asks the entry of two orders. First, entry of the Bid Procedures Order that will, among other things (i) authorize and approve the proposed procedures for the submission and consideration of competing bids for the Assets, ans (ii) scheduling the Sale Hearing on an expedited basis on the second week of March 2020 (or as soon as the Court is available to consider approval of the sale of the Assets to the Successful Bidder. Second, upon the conclusion of the Sale Hearing, entry of an order authorizing the sale of the Assets free and clear of all free and clear of all liens, claims, encumbrances, and interests and granting such further and additional relief as is appropriate to effectuate the sale. The Trustee asks that the Court enters a Bid and Sale Procedures Order authorizing him to implement the Bid and Sale Procedures and proceed with a sale process as more fully set forth in the Bid and Sale Procedures. Within one business day after entry of the bidding procedures Order, the Trustee will cause the Broker to send Notice of the Sale, to all entities known to have expressed an interest in a transaction with respect to the Real Property. There are no liens on the Assets. Nevertheless, for the sake of clarity, the Trustee is selling the Assets free and clear of any potential liens that may be claimed prior to the sale. Should anyone claim a lien, the Court has the authority to authorize Trustee to sell property free of liens with any valid and legitimate liens attaching to the proceeds, with or without the consent of the lienholder if such interest is in bona fide dispute. The Trustee asks authority, in the exercise of its business judgment, to pay the Stalking Horse a break-up fee in an amount of $200,000, in accordance with the amounts of typical break-up fees approved for the sale of similar assets under section 363 of the Bankruptcy Code and/or through a confirmed plan of liquidation or reorganization. The Trustee proposes that the successful bidder of the assets notify the Seller of which leases and executory contracts that the successful bidder desires to assume by giving written notice of its intention to assume such leases and contracts within seven calendar days after the Sale Approval Order. If the Buyer does not identify such leases and executory contracts for assumption within that timeframe, then such successful bidder will be deemed to have elected to not assume such lease or executory contracts. The Trustee, through his counsel, will file an appropriate notice and motion regarding assumption and assignment of leases and executorycontracts. The Sale Procedures Order and Sale Approval Order will provide that the Assets will be transferred free and clear of all leases and executory contracts that successful bidder does not elect to assume as aforesaid, with any and all termination expenses and costs therefor to be the responsibility of the Bankruptcy estate. The Trustee respectfully asks entry of an order: (i) approving the Bid and Sale Procedures; (ii) approving the form of Sale Notice; (iii) approving the Agreement, including the proposed break-up fee; (iv) scheduling the deadline of Feb. 21, 2020 at 5:00 p.m. (ET) for the submission of Qualified Bids; (v) scheduling a hearing for approval of the sale of the Assets as soon as the Court's schedule permits after the Bidding Process is concluded at the Court and entering an order approving the sale; (vi) approving the Sale free and clear of all liens, claims and encumbrances; (vii) finding Trustee's decisions regarding the Bid and Sale Procedures was in his best business judgment, and (viii) authorizing reimbursement of expenses for the Broker/Auctioneer. Finally, the Trustee asks the Court to waive the 14-day stay requirement of Bankruptcy Rules 6004(h) and 6006(d). A copy of the Agreement and the Bidding Procedures is available at https://tinyurl.com/waxm8rb from PacerMonitor.com free of charge. About Melbourne Beach Established in 1998, Melbourne Beach, LLC is a privately held company that leases real properties. It is the owner of Ocean Spring Plaza located at 981 E. Eau, Gallie Boulevard, Melbourne, Fla., valued by the company at $15.30 million. Melbourne Beach's gross revenue amounted to $997,732 in 2016 and $924,000 in 2015. Melbourne Beach filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-07975) on Dec. 26, 2017. In the petition signed by Brian West, its managing member, the Debtor disclosed $15.35 million in assets and $2.82 million in liabilities. The Debtor tapped Latham, Luna, Eden & Beaudine, LLP as bankruptcy counsel; Wald & Cohen, P.A. as accountant; and Marcus & Millichap as real estate broker. Jules Cohen was appointed as the Debtor's Chapter 11 trustee. The Trustee is represented by Akerman LLP. No official committee of unsecured creditors has been appointed in the Debtor's case. On Oct. 23, 2019, the Court appointed FL Retail Advisors, LLC as real estate broker. MELKINNEY LLC: Court Approves Disclosure Statement -------------------------------------------------- Judge Stacy Jernigan has ordered that the Disclosure Statement of Melkinney LLC is approved. A hearing on confirmation of the Plan will be held on March 3, 2020, at 9:30 a.m., in United States Bankruptcy Court, before Honorable Stacy Jernigan, 1100 Commerce Street, 14th Floor, Dallas, Texas 75242‐1496. Feb. 27, 2020, is fixed as the last day for filing and serving written objections to confirmation of the Plan. Feb. 27, 2020, at 5:00 p.m., is fixed as the deadline for tendering written acceptances or rejections of the Plan. Counsel for the Debtor: Robert T. DeMarco Michael S. Mitchell DeMarco Mitchell, PLLC 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 About Melkinney LLC Dallas, Texas-based Greenville Dough, LLC, and its affiliates own and operate Mellow Mushroom franchise restaurants. On May 5, 2017, Chapter 11 petitions were filed by Greenville Dough, LLC (Bankr. N.D. Tex. Case No. 17-31858) and affiliates McKinney, Texas-based Melkinney, LLC (Bankr. N.D. Tex. Case No. 17-31859) and Frisco, Texas-based Quality Franchise Restaurants (Bankr. N.D. Tex. Case No. 17-31860). The petitions were signed by Monte Jensen, managing member of Greenville Dough. The cases are jointly administered under Case No. 17-31858. Greenville Dough and Quality Franchise was each estimated to have assets at between $100,000, and $500,000 and liabilities at between $1 million and $10 million. Melkinney, LLC, was estimated to have assets at between $500,000 and $1 million and liabilities at between $1 million and $10 million. Judge Barbara J. Houser oversees the cases. Robert Thomas DeMarco, Esq., at DeMarco-Mitchell, PLLC, serves as the Debtors' bankruptcy counsel. MENDOTA LUTHERAN: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Mendota Lutheran Home DBA American Lutheran Church of Mendota 500 6th St. Mendota, IL 61342 Business Description: Mendota Lutheran Home is a non-profit organization that offers a variety of services and living arrangements, including: sheltered care, rehab to home private unit with rehab suites, skilled nursing and intermediate care, respite care, hospice and palliative care, and in-patient and out- patient therapy. Chapter 11 Petition Date: January 31, 2020 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 20-02769 Judge: Hon. Timothy A. Barnes Debtor's Counsel: David P. Lloyd, Esq. DAVID P. LLOYD, LTD. 615B S. LaGrange Rd. La Grange, IL 60525 Tel: 708-937-1264 Email: info@davidlloydlaw.com Total Assets: $2,004,794 Total Liabilities: $1,528,925 The petition was signed by Erica Falk, administrator. 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/eAw4PX MERCYHURST UNIVERSITY: S&P Lowers Bond Rating to 'BB' ----------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'BB' from 'BB+' on the Erie Higher Education Building Authority, Pa.'s outstanding bonds, issued on behalf of Mercyhurst University. The outlook is stable. "The rating downgrade reflects our view of the material increase in debt (considering the additional debt incurred in July 2019 and expected to be issued in February 2020), resulting in weak available resources relative to pro forma debt for the rating category," said S&P Global Ratings credit analyst Ying Huang. As of May 31, 2019, Mercyhurst had $63.6 million of pro forma debt, consisting of the series 2016 fixed-rate debt, $31.4 million in series 2017 bonds, $2.2 million of bank loans (engaged in July 2019), $8.5 million of debt planned to be issued in February 2020, and $352,000 in capital leases. MJW FILMS: Hires Keegan Linscott as Financial Advisor, Accountant ----------------------------------------------------------------- MJW Films, LLC, and J Wick Productions, LLC, seek authority from the U.S. Bankruptcy Court for the District of Arizona to employ Keegan Linscott & Associates, as accountant and financial advisor to J Wick Productions. J Wick Productions requires Keegan Linscott to: a. prepare and assist J Wick Productions in filing all necessary bankruptcy statements and reports; and b. assist in the bankruptcy case as may be necessary and appropriate. Keegan Linscott will be paid at these hourly rates: Accounting Services $200 to $350 Accounting Administrative Support $50 to $105 Keegan Linscott will be paid a retainer in the amount of $5,000. Keegan Linscott will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher G. Linscott, partner of Keegan Linscott & Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Keegan Linscott can be reached at: Christopher G. Linscott, Esq. KEEGAN LINSCOTT & ASSOCIATES 3443 N. Campbell Ave., Suite 115 Tucson, AZ 85719 Tel: (520) 884-0176 About MJW Films MJW Films, LLC, and J Wick Productions, LLC, are movie production companies based in Gilbert, Arizona. MJW Films and J Wick filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-12874) on Oct. 22, 2018. In the petitions signed by John Glassgow, designated representative, the Debtors estimated $1 million to $10 million in both assets and liabilities. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 16, 2018. The committee is represented by May, Potenza, Baran & Gillespie PC. On July 3, 2019, the Debtor's prior bankruptcy counsel -- Patrick A. Clisham, Esq., at Engelman Berger, P.C., -- was disqualified. Accordingly, the Debtor hired Sacks Tierney P.A., as its new bankruptcy counsel. MOTIF DIAMOND: Seeks to Hire Osipov Bigelman as Counsel ------------------------------------------------------- Motif Diamond Designs, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Osipov Bigelman, P.C., as counsel to the Debtor. Motif Diamond requires Osipov Bigelman to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Osipov Bigelman will be paid at these hourly rates: Jeffrey H. Bigelman, Esq. $375 Yuliy Osipov, Esq. $375 Anthony Miller, Esq. $340 Gary Hansz, Esq. $340 Paralegal $125 Osipov Bigelman will be paid a retainer in the amount of $15,000. Osipov Bigelman will also be reimbursed for reasonable out-of-pocket expenses incurred. Yuliy Osipov, partner of Osipov Bigelman, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Osipov Bigelman can be reached at: Yuliy Osipov, Esq. Jeffrey H. Bigelman, Esq. OSIPOV BIGELMAN, P.C. 20700 Civic Center Dr., Ste. 420 Southfield, MI 48076 Tel: (248) 663-1800 Fax: (248) 663-1801 About Motif Diamond Designs Motif Diamond Designs, Inc., based in Taylor, MI, filed a Chapter 11 petition (Bankr. Ed. Mich. Case No. 20-40285) on Jan. 8, 2020. In the petition signed by Toros Chopjian, vice president, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. Yuliy Osipov, Esq. at Osipov Bigelman, P.C., serves as bankruptcy counsel to the Debtor. MRI INTERVENTIONS: Closes $17.5M Investment from PTC & Petrichor ---------------------------------------------------------------- MRI Interventions, Inc. closed its previously announced $17.5 million strategic investment from PTC Therapeutics, Inc. and Petrichor Healthcare Capital Management, with $10.0 million of notes funded by PTC and $7.5 million of notes funded by Petrichor. Under the terms of the investment, the Company also has the right to issue up to $15.0 million of additional secured convertible notes to Petrichor at any time on or prior to Jan. 11, 2022. With the net proceeds from the sale of the notes to PTC and Petrichor, the Company intends to repay in full its existing secured indebtedness, and to fund product commercialization, internal research and development, and general corporate requirements. Bass, Berry & Sims PLC acted as legal counsel to the Company. The offer and sale of the notes and the shares of common stock issuable upon conversion of the notes, if any, have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction, and the notes and such shares may not be offered or sold absent registration with the U.S. Securities and Exchange Commission or an applicable exemption from registration requirements, or in a transaction not subject to such registration requirements. Board Observer Agreement In connection with the Closing of the Financing Transaction, on Jan. 29, 2020, the Company entered into that certain Board Observer Agreement with Petrichor. The Board Observer Agreement provides that Petrichor will have the right to appoint one individual to attend and observe meetings of the board of directors of the Company, subject to certain exceptions. Petrichor's right to appoint an Observer will terminate upon the earlier of the date that (x) Petrichor no longer beneficially owns at least 100,000 shares of Common Stock (assuming, for such purpose, that any Notes held by Petrichor shall have been converted into shares of Common Stock), and (y) the date that Petrichor shall deliver written notice to the Company that Petrichor has elected to terminate its rights to designate an Observer thereunder. Amendments to Promissory Notes and Junior Security Agreement On Jan. 27, 2020, the Company entered into that certain Fourth Omnibus Amendment to the Junior Secured Promissory Notes due 2020. Pursuant to the terms of the Fourth Omnibus Amendment, each Junior Note was amended to provide that the obligations of the Company under the Junior Notes (other than payment therefore) and the lien arising under that certain Junior Security Agreement, dated as of Nov. 5, 2010, by and between the Company and Landmark Community Bank, in its capacity as collateral agent for the ratable benefit of the registered holders of the Junior Notes, be subordinated to the obligations of the Company under the Notes and the security interest created pursuant to that certain Security Agreement, dated as of Jan. 29, 2020, by and among the Company and Petrichor, as collateral agent. Also on Jan. 27, 2020, the Company entered into that certain Fourth Amendment to the Junior Security Agreement to subordinate the security interests of the holders of Junior Notes as a result of the Financing Transaction. About MRI Interventions Headquartered in Irvine, California, MRI Interventions -- www.mriinterventions.com -- is a medical device company that develops and commercializes innovative platforms for performing minimally invasive surgical procedures in the brain under direct, intra-procedural magnetic resonance imaging, or MRI, guidance. From its inception in 1998 to 2002, the Company deployed significant resources to fund its efforts to develop the foundational capabilities for enabling MRI-guided interventions and to build an intellectual property portfolio. In 2003, the Company's focus shifted to identifying and building out commercial applications for the technologies it developed in prior years. As of Sept. 30, 2019, the Company had $13.39 million in total assets, $7.38 million in total liabilities, and $6 million in total stockholders' equity. Cherry Bekaert LLP, in Tampa, Florida, the Company's auditor since 2008, issued a "going concern" qualification in its report dated April 1, 2019, citing that the Company incurred net losses during the years ended Dec. 31, 2018 and 2017 of approximately $6.2 million and $7.2 million, respectively. Additionally, cash used by operating activities for the years ended Dec. 31, 2018 and 2017 was approximately $4.6 million and $6.0 million, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MUST CURE: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Must Cure Obesity, Co. 5039 Central Avenue St. Petersburg, FL 33710 Business Description: Must Cure Obesity, Co. is engaged in the marketing and sale of weight-loss products. Chapter 11 Petition Date: January 31, 2020 Court: United States Bankruptcy Court Middle District of Florida Case No.: 20-00924 Debtor's Counsel: Amber Robinson, Esq. ROBINSON LAW OFFICE PLLC 695 Central Ave Ste 264 Saint Petersburg, FL 33701 Tel: 813-613-2400 E-mail: arobinson@arobinsonlawfirm.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Don K. Juravin, president. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/agtuRh MYOMO INC: Launches 1-for-30 Reverse Stock Split of Common Stock ---------------------------------------------------------------- Following approval of a reverse stock split range and authorized share reduction by stockholders at a special meeting of stockholders, Myomo, Inc.'s Board of Directors determined to effect a reverse stock split of Myomo's common stock at a ratio of one-for-thirty. The applicable Certificate of Amendment to the Company's Eighth Amended and Restated Certificate of Incorporation, as amended, was filed with the Delaware Secretary of State on Jan. 30, 2020 and became effective at 5:00 p.m. Eastern Time on Jan. 30, 2020. Myomo's common stock began trading on a split-adjusted basis on Jan. 31, 2020. Myomo's common stock will continue to trade on the NYSE American under the symbol "MYO," although a new CUSIP number (62857J 201) has been assigned to it as a result of the reverse stock split. No fractional shares are issued in connection with the reverse stock split. Myomo will round down any fractional shares resulting from the reverse stock split to the nearest whole share. About Myomo Headquartered in Cambridge, Massachusetts, Myomo, Inc. -- http://www.myomo.com/-- is a wearable medical robotics company that offers expanded mobility for those suffering from neurological disorders and upper limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. Myomo reported a net loss of $10.32 million for the year ended Dec. 31, 2018, compared to a net loss of $12.10 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $6.08 million in total assets, $1.66 million in total liabilities, and $4.42 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 12, 2019, citing that the Company has incurred significant losses, used cash from operations, has an accumulated deficit 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. NAI CAPITAL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: NAI Capital, Inc. DBA NAI Capital Commercial DBA NAI Capital Commercial Real Estate 15821 Ventura Boulevard, Suite 320 Encino, CA 91436 Business Description: NAI Capital, Inc. is a commercial real estate and property management company based in Encino, California. It specializes in the leasing and sale of office, the sale of investments, land and residential income, tenant representation, and corporate services. The Company was founded in 1979. Chapter 11 Petition Date: January 31, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-10256 Judge: Hon. Deborah J. Saltzman Debtor's Counsel: Ron Bender, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 E-mail: rb@lnbyb.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Chris Jackson, executive managing director and authorized agent. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/oZXAtu NAJEEB AHMED KHAN: Trustee Selling 2 Vessels to Hosford for $905K ----------------------------------------------------------------- Mark T. Iammartino, as the Chapter 11 Trustee for the estate of Najeeb Ahmed Khan, asks the U.S. Bankruptcy Court for the Western District of Michigan to authorize the sale of the following vessels to Michael E. Hosford: (i) a 2010 Sunseeker Manhattan 60 (with Hull No. ending in 6K910) ("Yacht") for $865,000, and (ii) a 2018 Williams Jet Tenders 385s Turbojet ("Tender") for $40,000. As of the Petition Date, the Debtor owned an extensive collection of cars and boats, including the Vessels, which were moored at Catawba Island Club, 4235 E. Beach Club Rd., Port Clinton, Ohio 43452. The Yacht is 60 feet long, and the Tender is a 12-foot, fiberglass motorized dinghy that the Debtor generally carried onboard the larger Yacht. Since the Petition Date, the Chapter 11 Trustee has pulled the Vessels from the water and placed them in dry storage for safety and security for the winter. The Debtor's wife, Nancy Khan, has asserted a 50% interest in the Vessels, both of which are encumbered by a lien granted in favor of KeyBank National Association dated July 19, 2019. Jefferson Beach Yacht Sales has marketed the Vessels and secured a buyer willing to purchase them on the terms set forth in the agreements (Exhibit B for the Yacht) and (Exhibit C for the Tender). Those terms include the following: a. Buyer (for both Vessels) - Michael E. Hosford b. Yacht Purchase Price: $865,000 c. Yacht Deposit: $86,500 d. Tender Purchase Price: $40,000 e. Tender Deposit: $4,000 f. Cost of Moving the Vessels: paid by the Buyer g. Closing Date: Feb. 21, 2020 The Sale Contracts also contain two provisions to protect the Buyer in light of the fact that the Buyer cannot fully test and inspect the Vessels until Spring, when weather permits the Chapter 11 Trustee to get the Vessels out of dry dock and back in the water. First, upon entry of an order approving the Sale Contracts, the Buyer will have two weeks to retain a surveyor and conduct structural surveys of both Vessels. The Buyer will pay for the surveys and will have until Feb. 7, 2020 by which to terminate the Sale Contracts based on the results of the surveys and receive a refund of the Deposits. If the Buyer does not terminate the Sale Contracts on or before the Termination Deadline, then the Buyer will be bound to close on the sale and remit the remainder of the Purchase Price (for both Vessels) to the Chapter 11 Trustee. The closing for both Sale Contracts will be on Feb. 21, 2020. Second, upon receipt of the Yacht Purchase Price, the Chapter 11 Trustee will hold $25,000 of such amount in escrow. The Buyer has requested the Escrow because he will not have an opportunity to conduct a final sea trial for the Yacht until the Spring. The Sea Trial will enable the Buyer to identify specific types of potentially needed repairs that could not have been identified in the out-of-water survey. The Buyer must identify any required repairs in the Post-Closing Repair Categories as soon as the Sea Trial has been concluded, which in no event may occur after May 1, 2020 without the consent of the Chapter 11 Trustee. The Escrow will be the Buyer's sole remedy for any such needed repairs identified during the Sea Trial. If the Buyer does not notify the Chapter 11 Trustee of any needed repairs in the Post-Closing Repair Categories before the Escrow Claim Deadline, then the Buyer will be deemed to have waived any right to the Escrow funds, and the Chapter 11 Trustee may keep such funds in their entirety. If the Buyer notifies the Chapter 11 Trustee of such needed repairs, the Chapter 11 Trustee may elect to either (a) make the repairs or (b) release sufficient funds from the Escrow for the Buyer to make the necessary repairs. If the Buyer notifies the Chapter 11 Trustee of such needed repairs that cost more than the amount of the Escrow fund, then the Chapter 11 Trustee may surrender the Escrow funds in full satisfaction of any further obligations under the Sale Contract. The Trustee asks that the Vessels be transferred to the Buyer free and clear of all Interests, with such Interests to attach to the proceeds of the sale, subject to a reservation of rights of all parties who may claim an interest in the Vessels. Pursuant to Bankruptcy Rule 6004(h), an order authorizing the sale of property is stayed for 14-days after the entry of an order unless the Court orders otherwise, the Chapter 11 Trustee asks that the Court enters an order authorizing the sale to take immediate effect notwithstanding Fed. R. Bankr. P. 6004(h). A copy of the Contracts is available at https://tinyurl.com/r58h669 from PacerMonitor.com free of charge. About Najeeb Ahmed Khan Najeeb Ahmed Khan sought Chapter 11 protection (Bankr. W.D. Mich. Case No. 19-04258) on Oct. 8, 2019. The Debtor tapped Denise D. Twinney, Esq., and Robert F. Wardrop, II, Esq., at Wardrop & Wardrop. P.C., as counsel. On Oct. 29, 2019, the Court appointed Mark. T. Iammartino, as the Chapter 11 trustee. The Chapter 11 Trustee's attorneys: Nicholas M. Miller Thomas C. Wolford NEAL, GERBER& EISENBERG LLP Two N. LaSalle Street, Suite 1700 Chicago, IL 60602 Telephone: (312) 269-8000 Facsimile: (312) 269-1747 E-mail: nmiller@nge.com twolford@nge.com - and - Rachel L. Hillegonds MILLER, JOHNSON, SNELL & CUMMISKEY, P.L.C. 45 Ottawa Ave. SW, Suite 1100 Grand Rapids, MI 49503 Telephone: (616) 831-1711 Facsimile: (616) 831-1701 E-mail: hillegondsr@millerjohnson.com On Nov. 1, 2019, the U.S. Trustee appointed an official committee of unsecured creditors. NEPHROS INC: Prices $7.5 Million Underwritten Stock Offering ------------------------------------------------------------ Nephros, Inc. has priced a firm commitment underwritten offering of 937,500 shares of common stock at a price to the public of $8.00 per share for aggregate gross proceeds of approximately $7,500,000, before underwriting discounts and offering expenses. The offering is expected to close on or about Feb. 4, 2020, subject to the satisfaction of customary closing conditions. Craig-Hallum Capital Group is acting as sole managing underwriter for the offering. Maxim Group LLC and The Benchmark Company, Inc. are each acting as financial advisors to Nephros. Net proceeds of the offering, after underwriting discounts but before offering expenses, are expected to be approximately $7,050,000. Nephros intends to use the net proceeds of the offering for working capital and general corporate purposes. The shares are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-234528) that was previously filed with the Securities and Exchange Commission, and was declared effective on Dec. 6, 2019. The shares may be offered only by means of a prospectus. Copies of the prospectus supplement and accompanying prospectus related to the offering, when available, may be obtained from Craig-Hallum Capital Group LLC at 222 South Ninth Street, Suite 350, Minneapolis, Minnesota 55402, Attention: Equity Capital Markets, by telephone at 612-334-6300, or by email at prospectus@chlm.com or on the SEC’s website at www.sec.gov. About Nephros, Inc. River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which are generally classified as ultrafilters, are primarily used in hospitals for the prevention of infection from water-borne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. Nephros reported a net loss of $3.32 million for the year ended Dec. 31, 2018, compared to a net loss of $809,000 for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $11.55 million in total assets, $4.83 million in total liabilities, and $6.72 million in total stockholders' equity. The Company has sustained operating losses and expects such losses to continue over the next several quarters. In addition, net cash from operations has been negative since inception, generating an accumulated deficit of approximately $127,188,000 as of Sept. 30, 2019. Also, the Company has a loan agreement with a lender, which provides a secured asset-based revolving credit facility of up to $1,000,000. This loan agreement automatically renewed on Aug. 17, 2019. "Based on cash that is available for Company operations and projections of future Company operations, the Company believes that its cash will be sufficient to fund the Company's current operating plan through at least the next 12 months from the date of issuance of the accompanying condensed consolidated financial statements. In the event that operations do not meet expectations, the Company will reduce discretionary expenditures such as additional headcount, new R&D projects, and other variable costs to alleviate the substantial doubt as to the Company's ability to continue as a going concern. The Company may also seek to raise additional capital, however, there can be no assurance that any such actions could be affected on a timely basis or on satisfactory terms or at all, or that these actions would enable the Company to continue to satisfy its capital requirements," said Nephros in its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2019. NINE ENERGY: Moody's Affirms B2 CFR & Alters Outlook to Negative ---------------------------------------------------------------- Moody's Investors Service affirmed Nine Energy Service, Inc.'s Corporate Family Rating at B2, Probability of Default Rating at B2-PD, and senior unsecured notes rating at B3. Nine's Speculative Grade Liquidity rating of SGL-2 is unchanged. The outlook was changed to negative from stable. "Moody's changed Nine's outlook to negative reflecting its concern that the company will experience continued pressure on its earnings and credit metrics amid lower upstream capital spending in 2020," said Jonathan Teitel, Moody's AVP-Analyst. "The B2 rating is supported by good liquidity and steps the company is taking to reduce its cost structure." Affirmations: Issuer: Nine Energy Service, Inc. Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD4) Outlook Actions: Issuer: Nine Energy Service, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE Nine's B2 CFR reflects its relatively small scale in a highly cyclical industry and a challenging operating environment. These challenges are offset by diversification and good liquidity. The company is diversified across service lines and basins, albeit with a strategic concentration in the Permian Basin as well as some customer revenue concentration. Nine operates in a highly competitive and fragmented industry. Governance considerations include large equity ownership stakes in the company by three shareholders comprised of SCF, Warren Lynn Frazier, and Capital World Investors. Financial policies have included the use of debt for acquisition purposes. Moody's expects that Nine will experience ongoing pressures to operating performance as exploration and production customers remain restrained in their capital spending. Nine's exposure to gassy basins in the Marcellus/Utica and the Haynesville Shales will weigh on performance due to a weak natural gas price environment. Moody's expects Nine's leverage will rise above 4x in 2020, offset by a sizable cash balance which Moody's expects will grow during the year. Nine's ability to increase market penetration of dissolvable frack plugs and to grow profit margins from lower cost replacements to its frack plugs will be key to offset broader industry challenges and to bring leverage back down. Nine's SGL-2 rating reflects Moody's expectation that the company will maintain good liquidity supported by a sizable cash balance, positive free cash flow, modest maintenance capital spending needs, revolver availability, and no near-term debt maturities. As of September 30, 2019, the company had $93 million of cash and $118 million available under its undrawn revolver. The ABL revolver has $200 million of lender commitments and a borrowing base of $118 million at September 30, 2019. Nine's revolver expires in 2023. The revolver has a springing minimum fixed charge coverage ratio of 1x based on availability. Moody's does not expect this covenant to become operational into 2021. Nine's $400 million of senior unsecured notes are rated B3, one notch below the CFR, reflecting their effective subordination to the ABL revolver. The negative outlook reflects Moody's expectation that Nine's credit metrics will deteriorate in 2020 amid lower upstream capital spending. Factors that could lead to a downgrade include debt/EBITDA above 4.5x or deterioration of liquidity. Factors that could lead to an upgrade include debt/EBITDA below 3x; meaningful growth of EBITDA in an improving industry environment; consistent positive free cash flow generation and sustained good liquidity; and a conservative financial profile. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. Nine, headquartered in Houston, Texas, is a publicly-traded provider of oilfield services to exploration and production companies and primarily focused on onshore well completions. Revenue for the twelve months ended September 30, 2019 was roughly $900 million. NSPIRE HEALTH: Court Approves Disclosure Statement -------------------------------------------------- Judge Michael E. Romero ordered that the Disclosure Statement in support of the Chapter 11 Plan of nSpire Health, Inc. and nSpire Health, LLC, is approved. A hearing to consider confirmation of the Plan and such objections is set for Tuesday, March 3, 2020, at 1:30 p.m., before the undersigned Judge in the United States Bankruptcy Court for the District of Colorado, Courtroom C, U.S. Custom House, 721 19th Street, Denver, Colorado. On or before Feb. 14, 2020, any objection to confirmation of the Plan must be filed and served on the Plan Proponents' counsel. Ballots accepting or rejecting the Plan must be submitted by the holders of all claims or interests on or before 5:00 p.m. on Feb. 14, 2020. About nSpire Health NSpire Health -- http://www.nspirehealth.com/-- is a global respiratory information systems software developer and medical device manufacturing company. It is the exclusive provider and developer of Iris (an Integrated Respiratory Information System), KoKo pulmonary function testing, diagnostic spirometry, and respiratory home monitoring devices. NSpire Health, Inc. and its affiliate nSpire Health, LLC filed voluntary Chapter 11 petitions (Bankr. D. Colo. Case No. 19-13271 and 19-13273) on April 22, 2019. In the petitions signed by Joseph Fryberger, vice president of finance, the Debtors estimated $1 million to $10 million in both assets and liabilities. Steven E. Abelman, Esq., at Brownstein Hyatt Farber Schreck, LLP, represents the Debtors. OMNICHOICE HEALTH: Working on Issues Raised by UST -------------------------------------------------- Debtor OmniChoice Health Services LLC filed a motion for an extension of the deadline for confirmation of its Plan. On Nov.13, 2019, the Debtor filed its Disclosure Statement and Plan of Reorganization. On Nov. 21, 2019, the Court entered its Order Conditionally Approving Disclosure Statement, Fixing Time to File Objections to the Disclosure Statement, Fixing Time to File Applications for Administrative Expenses, Setting Hearing on Confirmation of the Plan, and Setting Deadlines with Respect to Confirmation Hearing setting the Confirmation Hearing for Jan. 9, 2019. The Debtor has the necessary votes to confirm the Plan. The Class 5 general unsecured claimants voted to accept the Plan. However, the U.S. Trustee has raised issues concerning feasibility and the Debtor would rather attempt to work through the issues directly with the U.S. Trustee as opposed to through a contested confirmation hearing. Thus, the Debtorrequests this Honorable Court enter an order extending the deadline for confirmation, and for such other and further relief as this court deems just and proper. A full-text copy of the Motion dated January 9, 2020, is available at https://tinyurl.com/ufswpko from PacerMonitor.com at no charge. The Debtor is represented by: BUDDY D. FORD, P.A. Buddy D. Ford, Esquire Jonathan A. Semach, Esquire Heather M. Reel, Esquire E-mail: Buddy@tampaesq.com E-mail: Jonathan@tampaesq.com E-mail: Heather@tampaesq.com 9301 West Hillsborough Avenue Tampa, Florida 33615-3008 Telephone #: (813) 877-4669 Office Email: All@tampaesq.com About OmniChoice Health Services OmniChoice Health Services LLC --https://www.paramounturgentcare.com/ -- provides urgent care medical services throughout Central Florida, with seven locations. The medical centers treat a variety of injuries including cuts, simple fractures, eye injuries, sprains and strains. The company's medical centers also treat many types of symptoms including rashes, sore throats, flu, fever, upper respiratory infections, urinary tract infections and digestive ailments. OmniChoice Health Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04225) on June 27, 2019. At the time of the filing, the Debtor disclosed $177,815 in assets and $1,148,946 in liabilities. The case is assigned to Judge Cynthia C. Jackson. Buddy D. Ford, P.A., is the Debtor's bankruptcy counsel. OUTLOOK THERAPEUTICS: Signs Deals to Streamline Capital Structure ----------------------------------------------------------------- Outlook Therapeutics, Inc. has entered into agreements with BioLexis Pte. Ltd., its largest stockholder, and MTTR, LLC, its development partner for ONS-5010, to better align the interests of all parties with the Company's common stockholders and support the continued development of ONS-5010. "I want to thank the BioLexis and MTTR teams for working with the Company to restructure their arrangements with Outlook Therapeutics in order to fully align with the interests of all stockholders. All investors in the Company and in our ONS-5010 program will now benefit from the same milestones. We believe that simplifying the Company's capital structure and removing MTTR's rights to potential future royalties for ONS-5010 make an investment in our company more attractive," said Lawrence A. Kenyon, president, chief executive officer and chief financial officer. "Our Phase 3 development program for ONS-5010 continues to advance in 2020 with NORSE 2 actively enrolling patients. Looking towards our next milestone, we plan to announce a readout of the topline results from our first study, NORSE 1, in the third quarter of calendar year 2020. We believe that the ONS-5010 program remains on track with our goal of a commercial launch in 2022." MTTR Strategic Partnership Agreement On Jan. 27, 2020, the Company and MTTR executed a termination agreement and mutual release providing for termination of the existing current strategic partnership agreement between the Company and MTTR, thereby eliminating any rights that MTTR had to potential future royalty payments based on net proceeds from licensing arrangements and future net sales of ONS-5010. In exchange, the Company agreed to issue an aggregate of approximately 7.2 million shares of common stock to the four principals at MTTR, subject to approval by the Company's stockholders, and the Company entered into consulting agreements directly with each of the four MTTR principals setting out the terms of their respective compensation arrangements and transfer restrictions and repurchase rights that will apply to the shares when issued. The termination agreement and mutual release and the consulting agreements will be effective upon stockholder approval of the share issuance. Terry Dagnon and Jeff Evanson will continue to operate in their roles as chief operating officer and chief commercial officer, respectively, and Dr. Mark Humayun will continue in his role as medical advisor. The Company intends to seek the requisite stockholder approval to issue the shares of common stock at its 2020 Annual Meeting of Stockholders to be held on March 19, 2020. With the termination of the existing MTTR strategic partnership agreement, the Company will own 100% of any potential licensing proceeds or net sales that may be generated from ONS-5010. Series A-1 Convertible Preferred Stock Amendment On Jan. 27, 2020, the Company entered into an agreement with BioLexis whereby the Company agreed to seek stockholder approval to amend the terms of its outstanding Series A-1 convertible preferred stock in exchange for BioLexis' agreement to convert all of its 68,112 shares of Series A-1 Preferred outstanding promptly after such terms are amended. The proposed amendment of the Series A-1 Preferred will, if approved, increase the conversion rate to approximately $431.03 per share and would result in 29,358,621 shares issuable upon conversion of the 68,112 shares of Series A-1 Preferred outstanding. The proposed terms also clarify that while the Series A-1 Preferred vote on an as-converted basis, for voting purposes the Series A-1 Preferred will use a modified conversion rate tied to the "Minimum Price" on Jan. 27, 2020 in order to comply with applicable Nasdaq rules. The Company intends to seek the requisite stockholder approval to amend the terms of the Series A-1 Preferred and issue the shares of common stock upon conversion thereof pursuant to the amended terms at its 2020 Annual Meeting of Stockholders to be held on March 19, 2020. In connection with this Agreement, BioLexis has agreed to promptly convert the Series A-1 Preferred to common stock following the effectiveness of the amendment of the Series A-1 Preferred. The amendment of the Series A-1 Preferred and subsequent conversion thereof continues the Company's efforts to eliminate outstanding securities with preferential redemption features, dividend payments and other rights not available to common stockholders. BioLexis Warrant Amendment and Cash Exercise On Jan. 27, 2020, the Company and BioLexis agreed to reduce the exercise price to $0.232 per share on warrants to acquire 4,657,852 shares of common stock held by BioLexis in exchange for BioLexis' agreement to promptly exercise such warrants for cash. The warrant exercise will result in cash proceeds to the Company of $1,080,682. This warrant amendment and cash exercise completes the Company's efforts begun in December 2019 to significantly reduce its outstanding warrants. Upon completion of the exercise of these warrants, the Company will have remaining warrants outstanding exercisable for approximately 0.9 million shares of common stock. Other material terms related to the MTTR termination agreement and mutual release and consulting agreements, the proposed amendment of the terms of the Series A-1 Preferred, and the amendment of the BioLexis warrants can be found in the Company's current report on Form 8-K, which will be filed with the Securities and Exchange Commission. Additionally, the Company intends to file a proxy statement with the Securities and Exchange Commission for its 2020 Annual Meeting of Stockholders, pursuant to which it will seek stockholder approval of the issuance of shares of common stock to the MTTR principals, the amendment of the terms of the Series A-1 Preferred and the issuance of the shares of common stock upon conversion thereof pursuant to the amended terms, along with election of directors and other items. About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a late clinical-stage biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Outlook Therapeutics reported a net loss attributable to common stockholders of $36.04 million for the year ended Sept. 30, 2019, compared to a net loss attributable to common stockholders of $48.02 million for the year ended Sept. 30, 2018. As of Sept. 30, 2019, the Company had $17.13 million in total assets, $27.90 million in total liabilities, $5.36 million in total convertible preferred stock, and a total stockholders' deficit of $16.13 million. KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 19, 2019, on the consolidated financial statements for the year ended Sept. 30, 2019, citing that the Company has incurred recurring losses and negative cash flows from operations and has a stockholders' deficit of $16.1 million, $6.7 million of convertible senior secured notes that become due on Dec. 22, 2019, $3.6 million of unsecured indebtedness due on demand and $1.0 million of unsecured indebtedness also due on demand, but subject to a forbearance agreement through March 2020, that raise substantial doubt about its ability to continue as a going concern. OZARKS RIDGERUNNER: Bank Says Disclosures Insufficient ------------------------------------------------------ Mid-Missouri Bank filed an objection to the sufficiency of the Disclosure Statement by Ozarks Ridgerunner IV, LLC, Ozarks Ridgerunner II, LLC and Ozarks Ridgerunner I, LLC ("Debtors"). The Bank points out that the proposed Disclosure Statement by the Debtor is insufficient to provide the creditors with adequate information to enable them to make an informed decision on the sufficiency of the Plan and the Plan Statement as required by 11 U.S.C. Sec. 1125. The Bank asserts that the proposed Disclosure Statement does not contain a summary of the Debtors' and their performance while in the Chapter 11 proceedings. According to the Bank, the Disclosure Statement fails to contain a disclosure of where the information came from for the valuations proposed. The Bank complains that the Disclosure Statement fails to disclose information regarding the administrative expenses of the bankruptcy actions and how those administrative expenses will be paid pending outcome of the marketing and sales of the real estate. The Bank points out that the Disclosure Statement does not provide for the accounting and valuation methods used to produce the financial information which is contained in the Disclosure Statement. The Bank asserts that the Disclosure Statement does not contain financial information, valuations or pro forma projections that would be relevant to the creditors' determination of whether to accept or reject the Plan. According to the Bank, the Disclosure Statement fails to include information relevant to the risks being taken by the Creditors and parties-in-interest. The Bank complains that the Disclosure Statement fails to contain sufficiently detailed information for the Creditors to make a determination based upon the above factors and Bank requests that the Court require additional information before any disclosure statement is approved. Attorneys for Mid-Missouri Bank: Lee J. Viorel LOWTHER JOHNSON, LLC 901 St. Louis Street, 20th Floor Springfield, MO 65806 Office: (417) 866-7777 Fax No: (417) 866-1752 E-mail: lviorel@lowtherjohnson.com About Ozarks Ridgerunner Ozarks Ridgerunner IV, LLC, originally formed in April of 2009, was formed for investment purposes and had previously acquired approximately 41 acres in Polk County, Missouri, outside the city limits of Bolivar. Bidgerunner I, LLC originally was capitalized with farm acreage in Dallas County, Missouri, which Chris Thompson inherited. Ridgerunner II, LLC, owns a commercial building within the city limits of Buffalo, Missouri. Chris R. Thompson is the sole managing member of each entity. Ozarks Ridgerunner IV, et al., the Debtors sought Chapter 11 protection (Bankr. W.D. Mo. Case Nos. 19-60794 and 19-60795) on July 9, 2019. Ozarks Ridgerunner IV was estimated to have assets and liabilities of $1 million to $10 million. Ozarks Ridgerunner II was estimated to have assets of $100,000 to $500,000 and liabilities of $1 million to $10 million. The cases are assigned to Hon. Cynthia A. Norton. The Debtors are represented by: DAVID SCHROEDER LAW OFFICES, P.C. 1524 East Primrose, Suite A Springfield, Missouri, 65804 Tel: (417) 890-1000 Fax: (417) 886-8563 E-mail: bk1@dschroederlaw.com OZARKS RIDGERUNNER: To Seek OK of Plan & Disclosures March 11 ------------------------------------------------------------- Judge Cynthia A. Norton has ordered that the disclosure statement in support of the Chapter 11 plan of Ozarks Ridgerunner IV, LLC, has been conditionally approved, and the disclosure and confirmation hearings will be combined. March 11, 2020 at 11:00 a.m. is fixed for the hearing on final approval of the disclosure statement, (if a written objection has been timely filed), and for the hearing on confirmation of the plan and related matters at Bankruptcy Courtroom, 2nd Floor, 222 N. John Q Hammons Pkwy, Springfield, MO. Feb. 20, 2020 is the deadline for filing with the Court objections to the disclosure statement or plan confirmation. Feb. 20, 2020 is the deadline for submitting to counsel for the plan proponent ballots accepting or rejecting the plan referenced above. March 3, 2020 at 11:00 a.m. by telephone is the date for status hearing to discuss any confirmation issues that should arise. About Ozarks Ridgerunner Ozarks Ridgerunner IV, LLC, originally formed in April of 2009, was formed for investment purposes and had previously acquired approximately 41 acres in Polk County, Missouri, outside the city limits of Bolivar. Bidgerunner I, LLC originally was capitalized with farm acreage in Dallas County, Missouri, which Chris Thompson inherited. Ridgerunner II, LLC, owns a commercial building within the city limits of Buffalo, Missouri. Chris R. Thompson is the sole managing member of each entity. Ozarks Ridgerunner IV, et al., the Debtors sought Chapter 11 protection (Bankr. W.D. Mo. Case Nos. 19-60794 and 19-60795) on July 9, 2019. Ozarks Ridgerunner IV was estimated to have assets and liabilities of $1 million to $10 million. Ozarks Ridgerunner II was estimated to have assets of $100,000 to $500,000 and liabilities of $1 million to $10 million. The cases are assigned to Hon. Cynthia A. Norton. The Debtors are represented by: DAVID SCHROEDER LAW OFFICES, P.C. 1524 East Primrose, Suite A Springfield, Missouri, 65804 Tel: (417) 890-1000 Fax: (417) 886-8563 E-mail: bk1@dschroederlaw.com PADDOCK ENTERPRISES: FCR Hires Young Conaway as Counsel ------------------------------------------------------- James L. Patton Jr., the Future Claimants' Representative of Paddock Enterprises, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP, as attorney to the Future Claimants' Representative. The Future Claimants' Representative requires Young Conaway to: (a) provide legal advice with respect to the Future Claimants' Representative's powers and duties as Future Claimants' Representative for the Future Claimants; (b) take any and all actions necessary to protect and maximize the value of the Debtor's estate for the purpose of making distributions to Future Claimants and to represent the Future Claimants' Representative in connection with negotiating, formulating, drafting, confirming and implementing a plan(s) of reorganization, and performing such other functions as are set forth in section 1103(c) of the Bankruptcy Code or as are reasonably necessary to effectively represent the interests of the Future Claimants; (c) appear on behalf of the Future Claimants' Representative at hearings, proceedings before the Court, and meetings and other proceedings in this Chapter 11 Case, as appropriate; (d) prepare and file, on behalf of the Future Claimants' Representative, all applications, motions, objections, answers, orders, reports, and other legal papers as may be necessary and as may be authorized by the Future Claimants' Representative in connection with these cases; (e) represent and advise the Future Claimants' Representative with respect to any contested matter, adversary proceeding, lawsuit or other proceeding in which the Future Claimants' Representative may become a party or otherwise appear in connection with this Chapter 11 Case; and (f) perform any other legal services and other support requested by the Future Claimants' Representative in connection with these cases. Young Conaway will be paid at these hourly rates: Robert S. Brady, Partner $1,025 Edwin J. Harron, Partner $970 Sharon M. Zieg, Partner $835 Sara Beth A.R. Kohut, Counsel $700 Casey S. Cathcart, Paralegal $295 Lisa M. Eden, Paralegal $295 The Debtor provided to Young Conaway a refundable retainer of $200,000 to pay the pre-petition fees and expenses of the Future Claimants' Representative and Young Conaway incurred while conducting due diligence of the Debtor. After reconciling, the balance of the retainer remaining is $211,009 as of the Petition Date. Young Conaway will also be reimbursed for reasonable out-of-pocket expenses incurred. Edwin J. Harron, partner of Young Conaway Stargatt & Taylor, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Young Conaway can be reached at: Robert S. Brady, Esq. Edwin J. Harron, Esq. Sharon M. Zieg, Esq. Sara Beth A.R. Kohut, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: rbrady@ycst.com eharron@ycst.com szieg@ycst.com skohut@ycst.com About Paddock Enterprises Paddock Enterprises, LLC's business operations are exclusively focused on (i) owning and managing certain real property and (ii) owning interests in, and managing the operations of, its non-debtor subsidiary, Meigs, which is developing an active real estate business. It is the successor-by-merger to Owens-Illinois, Inc., which previously served as the ultimate parent of the company. Paddock Enterprises is a direct, wholly owned subsidiary of O-I Glass. Paddock Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-10028) on Jan. 6, 2020. At the time of the filing, the Debtor disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Laurie Selber Silverstein oversees the case. The Debtor tapped Richards, Layton & Finger, P.A. and Latham & Watkins LLP as legal counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk, LLC as claims, noticing and solicitation agent and administrative advisor. PADDOCK ENTERPRISES: Hires Alvarez & Marsal as Financial Advisor ---------------------------------------------------------------- Paddock Enterprises, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC, as financial advisor to the Debtor. Paddock Enterprises requires Alvarez & Marsal to: a. assist the Debtor and its advisors in potential restructuring planning and implementation efforts; b. assist in evaluation and preparation of an operating plan and cash flow forecast and presentation of such plan and forecast to the Debtor's board of managers and the Debtor's creditors; c. assist with the identification and implementation of short- term cash management procedures; d. assist in the development and management of a 13-week cash flow forecast; e. assist in preparation of reports and communications with creditors; f. report to the Debtor's board of managers as desired or directed by the Debtor's officers and counsel; and g. provide other activities as are approved by Debtor's counsel, the Debtor's officers or the Debtor's board of directors and agreed to by Alvarez & Marsal. Alvarez & Marsal will be paid at these hourly rates: Restructuring Advisory Managing Directors $900 to 1,150 Directors $700 to 875 Analysts/Associates $400 to 675 Case Management Managing Directors $850 to 1,000 Directors $675 to 825 Analysts/Associates $400 to 625 Alvarez & Marsal received from the Debtor the amount of $250,000 as a retainer. In the 90 days before the Petition Date, Alvarez & Marsal received retainers and payments totaling $282,321.63 in the aggregate for services performed for the Debtor. The unapplied residual retainer of $269,629.46, will be held in the Firm's trust account. Alvarez & Marsal will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian Whittman, partner of Alvarez & Marsal North America, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Alvarez & Marsal can be reached at: Brian Whittman ALVAREZ & MARSAL NORTH AMERICA, LLC 540 West Madison Street, Suite 1800 Chicago, IL 60661 Tel: (312) 601-4220 Fax: (312) 332-4599 About Paddock Enterprises Paddock Enterprises, LLC's business operations are exclusively focused on (i) owning and managing certain real property and (ii) owning interests in, and managing the operations of, its non-debtor subsidiary, Meigs, which is developing an active real estate business. It is the successor-by-merger to Owens-Illinois, Inc., which previously served as the ultimate parent of the company. Paddock Enterprises is a direct, wholly owned subsidiary of O-I Glass. Paddock Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-10028) on Jan. 6, 2020. At the time of the filing, the Debtor disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Laurie Selber Silverstein oversees the case. The Debtor tapped Richards, Layton & Finger, P.A. and Latham & Watkins LLP as legal counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk, LLC as claims, noticing and solicitation agent and administrative advisor. PADDOCK ENTERPRISES: Hires Latham & Watkins as Co-Counsel --------------------------------------------------------- Paddock Enterprises, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Latham & Watkins LLP, as co-counsel to the Debtor. Paddock Enterprises requires Latham & Watkins to: a. advise the Debtor with respect to its powers and duties as a debtor-in-possession in the continued management and operation of its business and property; b. advise and consult on the conduct of the Chapter 11 Case, including all of the legal and administrative requirements of operating in chapter 11; c. advise the Debtor and taking all necessary action to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defend any action commenced against the Debtor, and represent the Debtor's interests in negotiations concerning litigation in which the Debtor is involved; d. analyze proofs of claim filed against the Debtor and objecting to such claims as necessary; e. attend meetings and negotiating with representatives of creditors, interest holders, and other parties in interest; f. analyze executory contracts and unexpired leases and potential assumptions, assignments, or rejections of such contracts and leases; g. prepare pleadings in connection with the Chapter 11 Case, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate; h. take necessary action on behalf of the Debtor to obtain approval of a disclosure statement and confirmation of a chapter 11 plan; i. appear before the Court or any appellate courts to protect the interests of the Debtor's estate before those courts and with the U.S. Trustee; j. advise on corporate, real estate, environmental, finance, litigation and tax matters; and k. perform all other necessary legal services for the Debtor in connection with the Chapter 11 Case. Latham & Watkins will be paid at these hourly rates: Partners $1,120 to $1,680 Counsel $1,085 to $1,560 Associates $590 to $1,105 Paralegals $250 to $540 Professional Staff $250 to $850 As of the Petition Date, Latham & Watkins had a remaining credit balance in favor of the Debtor in the amount of $216,864.56. Latham & Watkins will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: During the 2019 calendar year, Latham & Watkins used the following rates for services rendered on behalf of the Debtor: $1,070–$1,565 for partners; $1,040–$1,455 for counsel; $565–$1,085 for associates; $220–$520 for paralegals; and $220–$790 for professional staff. Such rates were adjusted effective as of January 1, 2020, consistent with Latham & Watkins's usual practices, as described above. The billing rates, effective as of January 1, 2020, and material financial terms of Latham & Watkins's prepetition engagement by the Debtor are as set forth herein and in the Application. Such billing rates and material financial terms have not changed postpetition. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Latham & Watkins has provided the Debtor with a prospective budget and staffing plan setting forth the types of timekeepers, numbers thereof, and applicable hourly rates it expects during the Chapter 11 Case, which has been approved by the Debtor. The budget and staffing plan cover the period from January 6, 2020 to March 31, 2020. Jeffrey E. Bjork, partner of Paddock Enterprises, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Latham & Watkins can be reached at: Jeffrey E. Bjork, Esq. Christina M. Craige, Esq. Helena G. Tseregounis, Esq. Lisa K. Lansio, Esq. LATHAM & WATKINS LLP 355 South Grand Avenue, Suite 100 Los Angeles, CA 90071 Tel: (213) 485-1234 Fax: (213) 891-8763 E-mail: Jeff.Bjork@lw.com Chris.Craige@lw.com Helena.Tseregounis@lw.com Lisa.Lansio@lw.com About Paddock Enterprises Paddock Enterprises, LLC's business operations are exclusively focused on (i) owning and managing certain real property and (ii) owning interests in, and managing the operations of, its non-debtor subsidiary, Meigs, which is developing an active real estate business. It is the successor-by-merger to Owens-Illinois, Inc., which previously served as the ultimate parent of the company. Paddock Enterprises is a direct, wholly owned subsidiary of O-I Glass. Paddock Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-10028) on Jan. 6, 2020. At the time of the filing, the Debtor disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Laurie Selber Silverstein oversees the case. The Debtor tapped Richards, Layton & Finger, P.A. and Latham & Watkins LLP as legal counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk, LLC as claims, noticing and solicitation agent and administrative advisor. PANDA LIBERTY: S&P Puts CCC' Debt Rating on Watch Developing ------------------------------------------------------------ S&P Global Ratings placed the debt rating on Panda Liberty LLC on CreditWatch with developing implications to reflect the possibility for a higher or lower rating depending on the outcome of its refinancing efforts. Panda Liberty, an 829-megawatt (MW) combined-cycle natural-gas-fired power plant in northeastern Pennsylvania, faces refinancing risk with an estimated outstanding debt of $561 million maturing within 7 months. S&P does not know any details about Panda Liberty's refinancing plan and timing; nevertheless, the rating agency still thinks Liberty is a valuable asset like its sister plant, Panda Patriot. A recent public FERC filing highlights the potential sale of the equity interests in Liberty and Patriot to a consortium of well-known energy investment firms. It is reasonable to assume that the refinancing of Liberty's upcoming maturity will be contingent to this transaction. However, further delays in addressing the near term debt maturity will certainly increase the risk of a payment default. S&P will likely take another rating action in the second quarter if the refinancing plan continues to remain uncertain. Liberty has been underperforming below S&P's expectations over the past 18 months with multiple financial covenant breach, including the recent one in Q4 2019 that was addressed with an equity cure. S&P plans to reevaluate Liberty's credit quality once new information about the refinancing and its new capital structure emerge. CreditWatch S&P said the CreditWatch developing placement reflects that it may raise or lower its debt rating on Liberty depending on the outcome of its refinancing efforts in the near term, which may be contingent on the successful execution of the sale of equity interests in the asset. "We could raise our debt rating if Liberty successfully refinances the upcoming maturity. This would be predicated on the level of debt under the new capital structure and the amount of cushion in its debt service coverage," S&P said. "We could lower our debt rating further over the next several months if believe Liberty cannot refinance the upcoming maturity, thus increasing the risk of payment default. We could also lower our rating if other default events occur. This could include Liberty again breaching the financial covenant in the first half of 2020 and not exercising the remaining equity cure rights permitted under the existing credit agreement," the rating agency said. PANDA PATRIOT: S&P Lowers Senior Secured Debt Rating to 'CCC' ------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Panda Patriot LLC's senior secured debt to 'CCC' from 'B-'. The '1' recovery rating indicates a very high recovery (90%-100%) under a hypothetical payment default scenario. Because of recent underperformance and continued unfavorable market conditions in Pennsylvania of PJM, Panda Patriot is susceptible to another financial covenant breach in the near term, and S&P views the company's refinancing risk as heightened, with the rating agency's estimate of $535 million due by year-end. Patriot breached its financial covenant in Q4 2019, and it subsequently exercised an equity cure to rectify the breach. S&P had anticipated this event and lowered the debt rating in Q3 2019 to indicate the possibility of violating the quarterly financial covenant test. S&P expects Patriot's cash flow generation will remain challenged over the next 12 months; day-ahead prices have been weak in several PJM regions: on-peak prices in the low-to-mid-$20s per megawatt-hour (MWh); cleared PJM capacity prices for the 2019-2020 and 2020-2021 delivery years are relatively low in the Mid-Atlantic Area Council region; and PJM will remain in an oversupply state for the foreseeable future. On the operational front, S&P knows there is planned transmission work in Patriot's vicinity, and that may occasionally affect its ability to dispatch. Despite the weak market fundamentals, S&P does not believe a majority of PJM natural-gas-fired power assets will underperform this year; other factors need to be considered, including downside protection through properly structured financial hedges, the power plant's proximity to load zones, debt on balance sheet, and operational performance. S&P said the CreditWatch developing placement reflects that it may raise or lower its debt rating on Patriot depending on the outcome of the company's refinancing efforts in the near term. The outcome may be contingent on if the company sells equity interests in the asset, according to the rating agency. "We could raise our debt rating if Patriot successfully refinances the upcoming maturity. This would be predicated on the level of debt under the new capital structure and the amount of cushion in its debt service coverage," S&P said. "We could lower our debt rating further over the next several months if believe Patriot cannot refinance the upcoming maturity, thus increasing the risk of payment default. We could also lower our rating if other default events occur. This could include Patriot again breaching the financial covenant in the first half of 2020 and not exercising the remaining equity cure rights permitted under the existing credit agreement," the rating agency said. PARALLAX HEALTH: Amends Securities Purchase Agreement with Ionic ---------------------------------------------------------------- Parallax Health Sciences, Inc., amended that certain Securities Purchase Agreement, dated May 3, 2019 with Ionic Ventures LLC, pursuant to which the Purchaser purchased units consisting of Common Stock and Common Stock Purchase Warrants. The Company and the Purchaser agreed to the following changes to the Purchase Agreement: 1. The "Termination Date" of each Warrant issued pursuant to the Purchase Agreement at both Closings was amended such that the Termination Date is four years from the Initial Exercise Date. As such, the Warrant issued on May 3, 2019 shall have a Termination Date of May 3, 2023 and the Warrant issued on Oct. 29, 2019 (including the Warrants issue pursuant to the waiver for the Second Closing) shall have a Termination Date of Oct. 29, 2023. 2. Section 2(c)(ii), variable (B) of the First Closing Warrants was amended and restated as follows: "(B) = 62.5% of the Market Price at the time of exercise" and variable (B) of the Second Closing Warrants was amended and restated as follows: "(B) = 70% of the Market Price at the time of exercise." 3. The definition of "Market Price" in the Warrants was amended and restated as follows: "Market Price" means the lowest Trading Price during the 20 Trading Days immediately prior to and ending on and including the date the applicable Notice of Exercise less $0.005, subject to adjustment for reverse and forward stock splits and the like. "Trading Price" means, for any date, the closing price of the Common Stock for the time in question on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time))." 4. The parties agree that the Leak-Out Agreement, dated May 3, 2019, by and between the Company and the Purchaser be terminated retroactively to July 5, 2019 and shall have no further force or effect after such date. 5. Section 4.9 of the Purchase Agreement (Reservation of Common Stock) was amended and restated as follows: "Reservation of Common Stock. As of Jan. 30, 2020, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, the greater of (a) 30 million, subject to adjustment for reverse and forward stock splits and the like, and (b) 100% of the number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants assuming the then Market Price (as defined in the Warrants)." About Parallax Headquartered in Santa Monica, CA, Parallax Health Sciences -- www.parallaxhealthsciences.com/ -- is an advanced technology, outcome-driven telehealth company that allows for cost-effective remote diagnosis, treatment and monitoring of patients through proprietary platforms of integrated products and services. The Company's interoperable novel applications provide patients point-of-care testing and monitoring with information communicated via internet-based mobile phone applications that are agnostic as to operating system and are built on highly sophisticated data analytics. Information is retrieved real-time by physicians who are monitoring patients with chronic diseases or through biometric feedback for health-related behavior modification, and is automated for integration into electronic health records. Freedman & Goldberg, C.P.A.s, P.C., in Farmington Hills, Michigan, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Oct. 21, 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. As of Sept. 30, 2019, Parallax had $2.37 million in total assets, $7.21 million in total liabilities, and a total stockholders' deficit of $4.83 million. PATRIOTS ENVIRONMENTAL: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Patriots Environmental Corp. 235 Old Webster Road Oxford, MA 01540 Business Description: Patriots Environmental Corp. -- http://www.patriotsenvironmental.com-- specializes in site development and remediation, asbestos abatement, hazardous material removal, and general demolition. The Company was founded in 1996 and is located in Oxford and Worcester, Massachusetts. Chapter 11 Petition Date: January 31, 2020 Court: United States Bankruptcy Court District of Massachusetts Case No.: 20-40158 Judge: Hon. Elizabeth D. Katz Debtor's Counsel: Vladimir von Timroth, Esq. LAW OFFICE OF VLADIMIR VON TIMROTH 405 Grove Street, Suite 204 Worcester, MA 01605 Tel: 508-753-2006 E-mail: vontimroth@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ronald H. Bussiere, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/8CPCNk PERFECT BROW: Unsecureds' Recovery Revised to 15.0% to 31.4% ------------------------------------------------------------ Perfect Brow Art, Inc. and its debtor affiliates filed a First Amended Disclosure Statement to their Joint Chapter 11 Liquidating Plan to, among other things, revise the projected recoveries for holders of unsecured claims. The Amended Disclosure Statement shows that the projected recovery is 15.0% to 31.4%, compared to 19.5% to 33.0% in the previous iteration. Based on current levels of cash and financial projections, the Debtors anticipate having approximately $1,726,000 of cash as of the Effective Date (which is anticipated to be at or near March 31, 2020. The Disclosure Statement was also revised to include recent developments in the cases. Certain of Debtors' franchisees have failed to pay rent or other amounts pursuant to their franchise agreements with Debtors, and Debtors have filed suit as follows: * On Dec. 10, 2019, Debtors filed an adversary against one such franchisee, Brow Art 23, LLC and Shima Abdollahi, seeking $197,262.51, plus interest, attorneys’ fees and costs. Debtors intend to file several other adversary actions to collect rent and franchisee fees owed to them (Case No. 19-01036). * On Jan. 8, 2020, Debtors filed an adversary against franchisee AMPF 207 Inc.; APSR 2017 Inc.; Ankitkumar Patel; and Pradhyum Patel seeking $49,576.48, plus interest, attorneys’ fees and costs (Case No. 20-00016). * On Jan. 8, 2020, Debtors filed an adversary against franchisee Shree Dev, Inc.; Sanjaykumar Chaudhari; and Gita Chaudhari seeking $14,037.48, plus interest, attorneys’ fees and costs (Case No. 20-00017). * On Jan. 10, 2020, Debtors filed an adversary against franchisee Soni Sanjaykumar Manubhai LLC seeking $16,328.10, plus interest, attorneys’ fees and costs (Case No. 20-00019). The Debtors may file other adversaries to collect rent or other amounts pursuant to their franchise agreements. The Creditor Trustee, with guidance from the Oversight Committee, will administer the Creditor Trust Assets pursuant to the Plan and the Creditor Trust Agreement from and after the Effective Date. The Creditor Trustee will bill the Creditor Trust for services rendered on an hourly basis, subject to a blended rate cap of $450 per hour for services rendered. The rates charged by the Creditor Trustee, subject to the $450 blended rate cap, are as follows: Title Standard Hourly Rate Range ------ -------------------------- Senior Managing Director $545 to $720 Managing Director $445 to $535 Associates $295 to $360 A black-lined copy of the First Amended Disclosure Statement dated Jan. 24, 2020, is available at https://tinyurl.com/ufv48k2 from PacerMonitor.com at no charge. Attorneys for Debtors: Harold D. Israel Jamie L. Burns LEVENFELD PEARLSTEIN, LLC 2 North LaSalle Street, Suite 1300 Chicago, Illinois 60602 Telephone: 312.346.8380 Facsimile: 312.346.8434 E-mail: hisrael@lplegal.com jburns@lplegal.com About Perfect Brow Art Perfect Brow Art, Inc., a company based in Highland Park, Ill., and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 19-01811) on Jan. 22, 2019. In the petitions signed by Elizabeth Porikos-Gorgees, president and sole shareholder, Perfect Brow Art estimated $1 million to $10 million in both assets and liabilities while its affiliate P.B. Art Franchise estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Carol A. Doyle oversees the cases. The Debtors tapped Goldstein & McClintock LLLP as their bankruptcy counsel, and Stretto as their claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 13, 2019. The committee tapped Sugar Felsenthal Grais & Helsinger LLP as its legal counsel. PERIMETER LAWN: Court Confirms Plan of Reorganization ----------------------------------------------------- On Jan. 8, 2020, at 9:30 a.m., the U.S. Bankruptcy Court for the Western District of Oklahoma convened a hearing before United States Bankruptcy Judge Sarah A. Hall on the final approval of the Amended Disclosure Statement and confirmation of the Amended Plan of Debtor Perimeter Lawn and Landscape Service, Inc. dated Nov. 25, 2019. The Debtor was directed to file an amendment to the Plan to correct said deficiency, and then to submit the instant order. The Plan was amended and filed as directed, with the Debtor and UST announcing a resolution of the response filed by UST pursuant to 11 U.S.C. Sec. 1129(a)(9) for administrative claims accepting different treatment: * In the event the administrative class is insolvent, and Debtor has insufficient funds to fully pay all approved professional fees, counsel for Debtor consents and agrees to accept his approved fees in installments, after the approved accounting professional fees have been fully satisfied. * In the event the administrative class is insolvent at the time of confirmation, cash in the Debtor in Possession account shall be reserved for full payment of outstanding professional accounting fees, as approved upon motion. * Should money be insufficient to fully pay approved professional accounting fees, the professional, Julia Hart, CPA, consents and agrees to receive the remaining balance of approved fees in monthly installments, after confirmation. On January 9, 2020, Judge Hall ordered that the Amended Disclosure Statement is finally approved and the Amended Plan of Reorganization as amended on Jan. 8, 2020, by the Debtor, is confirmed. A full-text copy of the Order Confirming the Plan dated Jan. 9, 2020, is available at https://tinyurl.com/slonv2d from PacerMonitor.com at no charge. The Debtor is represented by: B DAVID SISSON Law Offices of B David Sisson 305 E Comanche St. / P O Box 534 Norman OK 73070-0534 Tel: 405.447.2521 Fax: 405.447.2552 E-mail: sisson@sissonlawoffice.com About Perimeter Lawn & Landscape Based in Oklahoma City, Oklahoma, Perimeter Lawn & Landscape Services, Inc., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 19-12066) on May 20, 2019, listing under $1 million in both assets and liabilities. David B. Sisson, Esq., at the Law Offices of B. David Sisson, represents the Debtor. PG&E CORPORATION: Taps Willis Towers as Human Resource Consultant ----------------------------------------------------------------- PG&E Corporation, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of California to employ Willis Towers Watson US LLC f/k/a Towers Watson Delaware Inc., as human resource and compensation consultants. PG&E Corporation requires Willis Towers to: a) provide compensation consulting for the Debtors and their advisors; b) work with the Board of Directors' Compensation Committee, management, and advisors on competitive benchmarking, incentive design, and other related requests and analyses; c) provide services related to these Chapter 11 Cases, including the preparation of declarations, participation in depositions, provision of expert testimony, and meetings with the Debtors' management and advisors. Willis Towers will be paid at these hourly rates: Managing Directors $1,000 to $1,200 Senior Director $800 to $1,000 Directors $600 to $800 Analyst/Other Associates $175 to $615 Willis Towers has agreed to cap its fees at $741,063. Willis Towers will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark J. Kazmierowski, a senior director of Willis Towers Watson US LLC f/k/a Towers Watson Delaware Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Willis Towers can be reached at: Mark J. Kazmierowski WILLIS TOWERS WATSON US LLC F/K/A TOWERS WATSON DELAWARE INC. 18101 Von Karman Avenue, Floor 6, Suite 600 Irvine, CA 92612 Tel: (949) 885-1200 About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. Munger Tolles & Olson LLP, as special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PITNEY BOWES: Fitch Withdraws BB+ IDR for Commercial Reasons ------------------------------------------------------------ Fitch Ratings affirmed and withdrawn the ratings for Pitney Bowes Inc. The Rating Outlook is Stable. Fitch has withdrawn PBI's ratings for commercial reasons. Fitch reserves the right in its sole discretion to withdraw or maintain any rating at any time for any reason it deems sufficient. Fitch continues to view PBI's ongoing efforts to repay debt as a positive. Since 2011, the company has repaid approximately $1.9 billion of debt (pro forma for proceeds from the software solutions asset sale discussed), including debt issued to fund the September 2017 acquisition of Newgistics, Inc., using FCF, non-core asset sale proceeds and international and domestic cash balances. Fitch's ongoing assumption that PBI will continue to repay debt over the rating horizon has been affirmed by the increase in pre-payable bank debt balances. On Dec. 2, 2019, PBI closed the sale of the majority of its software solutions business to Synscort for $700 million cash, with its Australian software and data business expected to close in 1Q2020. Net sale proceeds were used to repay approximately $600 million of debt. Pro forma for the expected debt repayment and refinancing, Fitch-calculated unadjusted gross total leverage was 5.6x at Sept. 30, 2019. The ratings were withdrawn for the following reason: commercial purposes. KEY RATING DRIVERS Financial Policy: PBI continues to demonstrate its commitment to debt repayment. Since 2011, the company has reduced total debt from $4.5 billion to $2.7 billion as of Sept. 30, 2019 (pro forma for debt repayment from the software solutions sale), despite financing the $471 million Newgistics' acquisition with debt and paying approximately $140 million of dividends annually. In addition, Fitch views the company's move to increase the percentage of pre-payable bank debt in its capital structure as a positive. Fitch notes PBI reduced its annual dividend by more than $100 million early in 2019 and has not reauthorized incremental share repurchases despite using almost all of its existing $100 million authorization. Fitch does not expect any material increase in shareholder activities over the rating horizon. Business Repositioning Efforts: Over the past five years, PBI has completed several purchases and dispositions to refocus the company on global commerce services (specifically ecommerce), which have significantly higher growth prospects, and which Fitch views positively. On Dec. 2, 2019, PBI sold its Software Solutions business with net sale proceeds used for debt repayment. The business had uneven operating performance over the past few years, which required a heightened investment by management. Its disposition will allow the company to sharpen its focus on higher growth businesses. Operating Performance Improvements: Fitch remains concerned with PBI's ability to slow continued top line weakness in its Sending Technologies Solutions segment (SendTech) while simultaneously growing Commerce Services and improve margins. Although the ratings are supported by PBI's leading position in both segments, the company's ability to meet its growth expectations are key components to maintaining its current rating. Fitch will continue to monitor the company's efforts and may take further negative action if PBI is unsuccessful in improving near-term operating performance. PBI's efforts to increase exposure to the fast growing commerce segment have borne fruit. Commerce services grew 47% (13% organically) in fiscal 2018, driven by the Newgistics acquisition and higher volumes and in 4Q18, and has surpassed SendTech as PBI's largest revenue generator. However, Fitch expects PBI's overall EBITDA margins to decline in 2019 given the commerce segment's significantly lower margins than SendTech, but to grow thereafter due to improved operating leverage in the commerce segment. PBI's ability to grow commerce services is critical given that SendTech's LTM ended Sept. 30, 2019 revenues declined 7% over LTM ended Sept. 30, 2018 Transition Continues: Fitch views PBI's initiatives to focus on digital and commerce services positively. Its global ecommerce efforts continue to gain traction, representing 33% of LTM ended Sept. 30, 2019 total revenues, up significantly from 4.5% in fiscal 2013. Its SendPro portfolio of shipping and mailing platforms continues to be well received given their cloud-based functionality. However, in the near term, it will be a challenge to have these initiatives offset declines in the high-margin SendTech segment. While these initiatives could cannibalize existing physical business, Fitch believes such a strategy is unavoidable given ongoing digital substitution. Cyclical Pressures Compounding Secular: Fitch believes secular pressures accelerate PBI's challenges, as customers continue to look to digital mailing as a cost-reduction mechanism and choose to keep existing equipment longer. The acceleration of digital substitution for physical transaction mail results in reduced need for PBI's mailing equipment; although the company's SendPro platforms are slowing the decline somewhat. While the majority of PBI's revenue is not directly tied to mail volume, Fitch believes continued mail volume declines will drive reduced equipment needs, whether in terms of size, number or functionality. Market Leadership: The ratings are supported by SendTech's significant and entrenched market position in the core U.S. SMB mailing business, the necessity of mail equipment and services to conduct business across all industries, and the diversity of the company's customer base, from both an industry and size perspective. In addition, the company has a leading position in the global ecommerce and presort services sub-segments, with strong long-term relationships with primary U.S. shipping providers. DERIVATION SUMMARY PBI is weakly positioned within the Business Services segment given its exposure to markets experiencing ongoing slow decline; however, Fitch views PBI's significant leading position in those markets as a positive. Fitch also views positively the company's ongoing efforts to reposition itself as a leader in the growing commerce services segment and repay debt. The 2017 acquisition of Newgistics, Inc., which focuses on order fulfilment, nationwide parcel delivery and return, and managing digital commerce ecosystems, provided a bridge between, and bolstered, PBI's two fastest growing segments, Presort and Global ecommerce solutions. KEY ASSUMPTIONS - Software solutions sale completed December 2, 2019, with net proceeds used for debt repayment; - Global ecommerce grows in the low teens due to continued revenue synergies with Newgistics and overall market growth expectations; - Presort Services continue to grow low to mid-single digits; - SendTech continues to see low to mid-single digit annual revenue declines, but margins remain flat; - Fitch-calculated EBITDA Margins declines from 17.2% in 2018 to 14.7% in 2019 due to the business mix shift from the higher margin SendTech segment to the lower margin commerce services segment. However, margins improve thereafter driven by commerce services margin improvement; - Capital intensity returns to the low 4% as a percentage of revenues; - Annual dividends decline to $38 million; - Annual FCF peaks at approximately $150 million; - Maturities are met with a mix of FCF and debt issuance resulting in more than $500 million of additional debt reduction over the rating horizon; - Maintenance of approximately $700 million in cash balances. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Given the secular challenges facing the company, Fitch does not expect positive rating momentum in the near term. - Returning Fitch calculated total leverage (total debt with equity credit / EBITDA) to below 4.0x or Lease Adjusted FFO Gross Leverage to below 3.8x. - Sustainable revenue growth driven by the company's various product initiatives coupled with a commitment to continue reducing absolute levels of debt. - PBI exhibits a commitment to continue reducing absolute levels of debt. Developments That May, Individually or Collectively, Lead to Negative Rating Action - If Fitch calculated total leverage exceeds 5.5x or Lease Adjusted FFO Gross Leverage exceeds 6.0x. - Further rating pressure may come from a lack of traction in the company's digital initiatives and other growth businesses amid ongoing declines in the traditional physical business, or a change in the company's strategy indicating a willingness to operate above 5.5x. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: PBI's liquidity position at Sept. 30, 2019 was solid, consisting of $515 million of cash and marketable securities. PBI also has an undrawn $500 million secured revolving credit facility maturing November 2024. Fitch notes that on Nov. 1, 2019, the company replaced its prior unsecured $1 billion revolving credit facility maturing January 2021 with the current secured facility. Liquidity is further supported by the company's annual FCF generation. ESG CONSIDERATIONS 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. PRAIRIE ECI: Fitch Assigns BB- IDR; Still on Rating Watch Negative ------------------------------------------------------------------ Fitch Ratings maintained the Negative Rating Watch on Prairie ECI Acquiror. The ratings were placed on Rating Watch Negative in September 2019. Fitch rates Prairie's Long-Term Issuer Default Rating 'BB-', and senior secured rating at 'BB-'/'RR2'. The ratings remain on Negative Watch given the uncertainty about how Prairie will fund the acquisition of the remaining 56% of Tallgrass Energy, LP (TEP is the operating subsidiary of TGE). Prairie is a special purpose vehicle owned by Blackstone Infrastructure Partners and its partners and affiliates to hold the general partner and 44% equity interest in Tallgrass Energy, LP . TGE wholly owns Tallgrass Energy Partners, LP. Fitch expects to resolve the Rating Watch Negative once there is clarity about how the sponsor will fund the remaining $575 million of financing for the remaining 56% stake in TGE. KEY RATING DRIVERS Rating Watch Negative Maintained: Prairie's ratings remained unchanged, but the Negative Rating Watch has been maintained due to the uncertainty about financing a portion of the 56% stake in Tallgrass. It is somewhat unclear how the credit profile will evolve. Significant Subordination: Distributions from TGE are Prairie's sole source of earnings and cash flow to support its term loan. Fitch believes Prairies cash flow stream lacks diversity and its obligations are significantly structurally subordinate to the operating needs at Tallgrass, any borrowings on TEP $2.25 billion revolving credit facility, TEP's existing $2.0 billion in senior unsecured notes, and any future operating subsidiary level borrowings. Fitch is concerned that if cash flow or profitability at Tallgrass is impaired for any reason, such as increased costs, counterparty performance, volume underperformance, etc., TGEs distributions could decline and pressure Prairie's credit profile. Stable Distribution from Tallgrass: This structural concern is somewhat alleviated by Fitch's expectations for stable cash flow distributions up to Prairie and increased financial and operating flexibility from Prairie's 100% ownership of Tallgrass. Fitch expects TGE to provide stable distributions to Prairie and its ownership over the next several years. This distribution is supported by Fitch's expectation that Tallgrass will exhibit cash flow and earnings stability as the vast majority of its revenue remains contractually supported. TEP, and subsequently TGE, is subject to a fair amount of re-contracting risk at its two main operating assets, Rockies Express Pipeline, LLC (REX) and Pony Express Pipeline (Pony) specifically, in 2019 and 2020. Favorable oil production fundamentals in the Bakken, Powder River (PRB), and Denver Julesburg (DJ) Basins suggest that TEP should be able to re-contract capacity at Pony at rates that help support stable cash flow and modest distribution growth at TGE. REX west-to-east re-contracting is expected to be more challenging, but Fitch expects REX to be able to re-contract open capacity at rates that help support revenue, cash flow, and distribution stability at REX to TGE and ultimately Prairie. Refinancing Risk: Refinancing is a longer-term concern for Prairie. While the term loan has some mandatory amortization and a cash flow sweep provision, Fitch does not expect full amortization by the maturity of the term loan. A refinancing or equity contribution is necessary to repay the maturing debt. Prairie could face unfavorable refinancing markets at loan maturity, and/or an unwillingness by its sponsors to inject further equity into Prairie, or an inability to monetize its equity interests in TGE should there be operating issues or the dividend stream comes under pressure and negatively impacts Prairie's ability to service its debt. Parent-Subsidiary Relationship: Prairie's ratings reflect its stand-alone credit profile with no express linkage to its subsidiary, Tallgrass. Upon the closing of the transaction to go private, TEP will be fully owned by affiliates of Blackstone Infrastructure Partners and certain other investors. Prairie is a parent company with a weaker credit profile than its subsidiary. Importantly, Fitch views the legal ties as weak given that debt at Prairie is non-recourse to TEP and vice versa. There are no cross default provisions between the two entities. Operational ties are moderate. Combining the legal and operational factors, the tie is weak. Accordingly, TEP and Prairie have different IDRs. DERIVATION SUMMARY Prairie's ratings largely reflect the structural subordination the loan is expected to have to Tallgrass obligations, which is the sole provider of cash flow, in the form of equity distributions to Prairie. Fitch currently rates Tallgrass' operating subsidiary Tallgrass Energy Partners, LP's (TEP) Long-Term IDR 'BBB-'/Outlook Negative. Fitch believes that any Prairie default risk could stem from operating performance missteps or funding needs at Tallgrass, which could potentially lead Tallgrass to decrease its distribution. As such, Fitch believes that the credit profiles of Prairie, Tallgrass, and ultimately TEP are linked, but that the structural subordination limits Prairies default risk from being greater than that of TEP's. Relative to similarly rated midstream holding company peers, Fitch expects Prairie to have leverage that is better than or in line with GIP III Stetson (Stetson; BB-/Negative) and Equitrans Corp. (ETRN; BB/Negative). Fitch expects Prairie's stand-alone leverage for 2020 of 3.4x (Scenario 1); 2.3x (Scenarios 2 & 3) to be better than Stetson's stand-alone leverage in 2019 of approximately 3.5x. As mentioned, ETRN's expected leverage is significantly lower at 1.3x for 2019. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Distributions consistent with Fitch's base case forecast for TEP; -- Amortization and cash flow sweep consistent with loan terms. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- While favorable rating action is not viewed as likely in the near term, positive rating action at TEP may prompt positive rating action at Prairie. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Outside of any negative rating action that could occur at TEP as a direct result of financing the $575 million, a one notch downgrade of TEP's ratings could result in a one notch downgrade, or potentially a multi-notch downgrade. -- A decrease in distributions to Prairie from TGE. -- Fitch expects to resolve the Rating Watch Negative once there is clarity about how the sponsor will fund the remaining $575 million of financing for the remaining 56% stake in TGE. -- If the remaining $575 million of financing all occurs at Prairie, the ratings are not expected to change. -- If the $575 million of financing all occurs at TEP, the IDR is likely to be downgraded two notches to 'B'. -- If the $575 million of financing is equally split between TEP and Prairie, a one notch downgrade of the IDR to 'B+' may be warranted. LIQUIDITY AND DEBT STRUCTURE Liquidity Adequate: Liquidity needs at Prairie are expected to be limited to interest payments, debt amortization, and distributions to owners. Fitch expects distributions from Tallgrass to be supportive of Prairie's ability to meet its debt service obligations and its minimum debt service coverage ratio covenant of 1.1x. The term loan will require a six-month rolling debt service reserve account in support of debt service needs, which will fall away at consolidated net leverage of 3.25x. As of Sept. 30, 2019, the borrowing amount under the term loan was $1,149 million. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch's forecast of Prairie's EBITDA is based on the distributions Prairie received from Tallgrass relative to Prairie's standalone debt. 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. Prairie ECI Acquiror, LP has a relevance Score of 4 for Group Structure and Financial Transparency as it possesses complex group structure, with significant related party transactions and ownership concentration. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. PRAIRIE ECI: S&P Affirms 'B+' Issuer Credit Rating -------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit on Prairie ECI Acquiror L.P. (Prairie) and its 'B+' issue-level rating on its debt and revised its recovery rating on the debt to '4' from '3'. S&P also revised the implications of the CreditWatch placement for its issue-level ratings on Prairie to negative from developing because it may issue additional debt at Tallgrass Energy Partners L.P. (Tallgrass), which could reduce the collateral available to Prairie's lenders in a simulated default scenario. The rating affirmation came after Prairie announced an amendment to its $1.149 billion (outstanding) term loan, which among other amendments, would allow for the upsize of the incremental facility to potentially finance its acquisition of the outstanding Tallgrass Energy L.P. (TGE) Class A shares that it does not already own. Prairie controls the general partner of Tallgrass Energy Partners L.P. (Tallgrass) and announced it could issue the entire $575 million at either Prairie, Tallgrass, or some combination of the two. S&P considers Prairie's debt to be structurally subordinated to Tallgrass's debt but assume the financing will be done at Prairie in its entirety. Meanwhile, S&P lowered its issuer credit rating on Tallgrass Energy Partners L.P. to 'B+' from 'BB+' and its issue-level rating on the company's debt to 'BB-' from 'BB+' and revised its recovery rating on the debt to '2' from '3'. In addition, S&P removed all of its ratings on the company from CreditWatch, where it placed them with negative implications on Aug. 28, 2019. This reflects S&P's view that, pro forma for the take-private transaction, the rating agency does not consider Tallgrass to be an insulated subsidiary of Prairie. Therefore, S&P caps its rating on the company at the same level as its rating on Prairie. Following the take-private transaction, S&P now consolidates Tallgrass with Prairie, which immediately increases the company's forecast leverage to between 6.5x and 7.0x over the next two years. The rating actions follow Prairie's announcement that it will use incremental leverage at either entity to partially finance the take-private offer. The owners of Tallgrass are ultimately owners of the general partner (GP) with the same board members which Blackstone and its affiliates control. Despite not having the ability to directly influence the GP's decision making, S&P considers having material public unit holders as supportive of insulation because it can indirectly affect the GP's behavior and limits the potential for an aggressive financial strategy. Though certain separateness provisions exist at the Tallgrass level, including debt incurrence covenants and dividend blockers, the lack of public ownership at Tallgrass leads S&P to not consider Tallgrass as separate and the rating agency now consolidates it with Prairie. Therefore, despite Tallgrass' stronger 'bb+' stand-alone credit profile (SACP), S&P's issuer credit rating on the company is now constrained by the rating agency's view of Prairie on a consolidated basis. For Prairie, S&P forecasts adjusted consolidated leverage in the 6.5x-7.0x range for the next two years. Whereas for Tallgrass, S&P forecasts adjusted leverage (proportionally consolidating its ownership in Rockies Express Pipeline LLC [REX]) in the 5.0x-5.5x range over that same time frame. The stable outlook on both entities reflects S&P's expectation that Prairie will maintain consolidated adjusted leverage in the 6.75x-7.00x range over the next two years. S&P believes the company will use its excess cash flow to partially finance Tallgrass' capital spending needs and pay distributions to its sponsors. At the same time, the rating agency expects Tallgrass to maintain adjusted leverage of approximately 5.5x. "We could raise our ratings on both entities if the partnership maintains consolidated adjusted leverage of less than 6x going forward. This could occur if it uses its distributable cash flow to reduce its outstanding leverage. Additionally, we could raise our SACP on Tallgrass if the partnership maintains adjusted leverage of less than 4.5x. However, raising our SACP would not lead us to raise our issuer credit rating on Tallgrass because our rating on the company is capped by our rating on Prairie unless we come to consider Tallgrass as an insulated subsidiary of Prairie," S&P said. "We could consider lowering our ratings if the partnership's consolidated adjusted leverage remains consistently above 7.5x. This could occur if it pursues a more aggressive financial policy. We could also lower our SACP on Tallgrass if it maintains adjusted leverage of more than 5.5x, though this would not cause use to lower our issuer credit rating on the company because we consider it to be a core subsidiary of Prairie," the rating agency said. PRIME GLOBAL: Delays Filing of Annual Report for FY Ended Oct. 31 ----------------------------------------------------------------- In a Form Form 12b-25 filed with the Securities and Exchange Commission, Prime Global Capital Group Incorporated stated that it was unable to file its Annual Report on Form 10-K for the period ended Oct. 31, 2019 within the prescribed time period without unreasonable effort or expense. The Company will file the 10-K on or before the fifteenth calendar day following the prescribed due date. For the twelve months ended Oct. 31, 2019, the Company generated net revenues of approximately $1,918,139 as compared to $1,529,586 for the same period ended Oct. 31, 2018. The cost of revenue was approximately $649,496 and $695,040 for the twelve months ended Oct. 31, 2019 and 2018, respectively. The Company also incurred operating expenses of approximately $667,932 for the twelve months ended Oct. 31, 2019, as compared to $352,006 for the same period ended Oct. 31, 2018. This resulted in a net loss of approximately $267,321 and $553,906 for the twelve months ended Oct. 31, 2019, and 2018, respectively. About Prime Global Prime Global Capital Group Incorporated, through its subsidiaries, is principally engaged in the operation of oil palm and durian plantation, leasing of commercial properties and development of residential real estate properties in Malaysia. The Company was incorporated in the State of Nevada on Jan. 26, 2009. As of July 31, 2019, the Company had US$44.99 million in total assets, US$17.71 million in total liabilities, and US$27.28 million in total equity. ShineWing Australia, in Melbourne, Australia, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Jan. 29, 2019, citing that the Company reported a net loss of $553,962, net current assets deficiency with its current liabilities exceeded its current assets by $1,291,599, accumulated deficit of $4,277,137 as of Oct. 31, 2018 from recurring net losses and significant short term debt maturing in less than one year. All these factors raise substantial doubt about its ability to continue as a going concern. PRINCETON ALTERNATIVE: Slated to Seek Plan Approval March 2 ----------------------------------------------------------- Princeton Alternative Income Fund, LP and Princeton Alternative Funding, LLC, filed a Fourth Amended Disclosure Statement describing their Chapter 11 Plan. Matthew Cantor, as the Trustee, is the proponent of the Fourth Amended Joint Chapter 11 Plan of Reorganization. The Plan provides for the liquidation of the Debtors and the distribution of the proceeds of that liquidation to Creditors and Limited Partners in PAF and PAIF. The assets of PAF do not have sufficient value to provide for a distribution to Holders of Equity Interests in PAF, and so the Equity Interests in PAF will not receive or retain any value under this Plan, and are presumed reject it. The Trustee will make payments under the Plan by liquidating (that is, turning into money) as much of the Debtors’ assets as possible, for the maximum value available. The hearing at which the Court will determine whether to confirm the Plan will take place on March 2, 2020, at 10a.m., prevailing New York City time, before the Honorable Michael B. Kaplan, U.S. Bankruptcy Judge, at the United States Bankruptcy Court for the District of New Jersey, Clarkson S. Fisher Federal Building & U.S. Courthouse, 402 East State Street, Trenton, New Jersey 08608. Claims and Interests Against PAIF: * PAIF Class 2 Allowed General Unsecured Claims. UNIMPAIRED. Holders of PAIF Class 2 Claims are deemed to have accepted the Plan and are not entitled to vote to accept or reject the Plan. Claims filed, or scheduled and deemed Allowed, and held by Entities other than the MicroBilt Group, Redeeming Limited Partners, the Feeder Fund, total approximately $100,000. Estimated Recovery: 100%. * PAIF Class 3 Ranger Claims. IMPAIRED. Amount of claim $33,419, 571. The Ranger Claims shall be treated in accordance with the Ranger Settlement, which generally provides for payment of $2.5 million in Cash on the Effective Date. * PAIF Class 4 – Covenant Claims. In full settlement and satisfaction of its Claims against and Interests in the Debtors, Covenant shall be paid $750,000 in Cash, shall receive Class A Certificates equal to its Percentage Interests in PAIF as of the Determination Date, and shall receive the Ranger Covenant Contribution. * PAIF Class 5 – Intercompany Claims. IMPAIRED. The Feeder Fund’s estimated Intercompany Claim is approximately $200,000. The net amount of PAF's and the Feeder Fund’s Intercompany Claims against PAIF shall receive Cash on the Effective Date equal to the Allowed amounts of such Claims. The maximum amount of PAF’s Intercompany Claim against PAIF, based on Schedules filed in the Cases, is $1,829,256, and those claims are not entitled to priority. * PAIF Class 6 – General Partner Interests. Allowed General Partner Interests in PAIF shall receive Class A Certificates with a value as of the Effective Date equal to the amount which the Holder of Interests in this Class would be entitled to receive on liquidation of PAIF under Article IX of the LPA. * PAIF Class 7 Limited Partner Interests (exclusive of the Ranger Entities and Covenant). Holders of Allowed Limited Partner Interests in PAIF Class 7 shall receive the following in full settlement and satisfaction of their Claims against and Interests in PAIF such Limited Partner’s Pro Rata share of: (i) Class A Certificates, and (ii) the Ranger PAIF Class 7 Contribution. Claims and Interests Against PAF: * PAF Class 2 – Allowed General Unsecured Claims. Allowed General Unsecured Claims against PAF shall receive their Pro Rata share (calculated including Allowed Claims in PAF Class 3) of Class A Certificates issued to Holders of Allowed Claims in PAF Class 2 and PAF Class 3. The Trustee will use the date as close to Confirmation for hearing on that ratio analysis, as reasonably possible. Estimated recovery not to exceed 7.5%. * PAF Class 3 – Ranger Claims. Claims of the Ranger Entities against PAF shall be Allowed in the amount of $33,419,571 and shall receive their Pro Rata share (calculated including Allowed Claims in PAF Class 2) of Class A Certificates issued to Holders of Allowed unsecured Claims in PAF Classes 2 and 3. * PAF Class 4 – Equity Interests. Equity Interests in PAF shall not receive or retain anything of value under the Plan and are deemed to have rejected. A full-text copy of the Fourth Amended Disclosure Statement dated Jan. 13, 2020, is available at https://tinyurl.com/sbowv97 from PacerMonitor.com at no charge. Counsel for Chapter 11 Trustee Matthew Cantor: WOLLMUTH MAHER & DEUTSCH LLP 51 JFK Parkway First Floor West Short Hills, New Jersey 07078 - and - 500 Fifth Avenue New York, New York 10110 Tel: (212) 382-3300 E-mail: pdefilippo@wmd-law.com E-mail: jlawlor@wmd-law.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. PRINT GROUP: To Seek Approval of Plan & Disclosures March 11 ------------------------------------------------------------ Judge Cynthia A. Norton has ordered that the Disclosure Statement in support of the Chapter 11 Plan filed by Print Group, Inc., has been conditionally approved, and the disclosure and confirmation hearings will be combined. March 11, 2020, at 11:00 a.m., is fixed for the hearing on final approval of the Disclosure Statement (if a written objection has been timely filed), and for the hearing on confirmation of the Plan and related matters at Bankruptcy Courtroom 2nd Floor, 222 N. John Q Hammons Pkwy, Springfield, MO. Feb. 20, 2020, is the deadline for filing with the Court objections to the disclosure statement or plan confirmation. Feb. 20, 2020, is the deadline for submitting to counsel for the plan proponent ballots accepting or rejecting the plan. About The Print Group The Print Group, LLC, is a Missouri corporation formed on Dec. 13, 2002 by individual Jay Wacha, with the stock interest held by the Jay Wacha. The company engages in general commercial printing. At the beginning of 2017, the company implemented an aggressive expansion business model and secured additional debt relating to same. Unfortunately, sales volume did not materialize as projected and, in addition, the company lost one of its largest accounts. Funds for expansion were provided through loans with Simmons Bank (formerly Liberty Bank) and the company became delinquent in debt servicing various loans. Print Group, Inc., sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 19-60207) on Feb. 27, 2019. In the petition signed by Jay Wacha, president, the Debtor disclosed total assets of $1,249,760 and total liabilities of $3,583,693. The Hon. Cynthia A. Norton is the case judge. DAVID SCHROEDER LAW OFFICES, PC, is serving as counsel to the Debtor. PROMENADE ON FIFTH: April 16 Filing Deadline of Plan and Disclosure ------------------------------------------------------------------- Judge Caryl E. Delano has entered an order setting a April 16, 2020 deadline for Promenade on Fifth LLC, to file a plan and disclosure statement. If the Debtor fails to file a Plan and Disclosure Statement by the Filing Deadline, the Court will issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7 case pursuant to section 1112(b)(1) of the Bankruptcy Code. A full-text copy of the Order dated Jan. 24, 2020, is available at https://tinyurl.com/seszn8n from PacerMonitor.com at no charge. About Promenade on Fifth Founded on May 8, 2017, Promenade on Fifth, LLC is a holding company focused on developing a lot located at 599 River Point Drive, Naples, Fla., which is the company's principal asset. Promenade on Fifth sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-11894) on Dec. 18, 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 Dal Lago Law as its legal counsel. PTC INC: S&P Affirms 'BB' ICR on Planned Refinancing ---------------------------------------------------- S&P Global Ratings affirmed its 'BB' issuer credit rating on U.S.-based provider of industrial design and manufacturing software and services PTC Inc. PTC is planning to issue $750 million of senior unsecured notes due 2025 and 2028 in order to fully refinance its existing $500 million notes due 2024 and use the remaining proceeds to repay a portion of the $628 million outstanding under its $1 billion revolving credit facility (RCF)(unrated). S&P continues to expect PTC to delever to below 3x in fiscal 2020, following the acquisition of OnShape in November 2019, and to maintain free operating cash flow (FOCF) to debt of above 20%. The portion of the RCF that is termed-out essentially increases debt capacity and absorbs the unsecured issue-level rating headroom at the 'BB' level. Meanwhile, S&P assigned its 'BB-' issue-level rating to the proposed senior unsecured notes. The rating agency is not taking any rating action on the existing $500 million unsecured notes as it intends to withdraw the rating when the notes are redeemed, which is expected to occur around May 15, 2020. "Deleveraging expectations continue to support the rating. The rating affirmation largely reflects S&P's expectation that the refinancing will not significantly impact PTC's outstanding debt balance and, thus, its credit metrics. However, the refinancing would result in a delay in the company's rate of gross debt reduction. This is because about $250 million of the current RCF utilization will be converted to notes that are considered permanent debt and cannot be readily prepaid. The stable outlook reflects S&P's expectation that PTC will maintain reported FOCF of about $200 million in FY2020 helped by ARR growth of above 10% and lower capital expenditures but offset by higher cash taxes, restructuring cash costs, and net working capital outflows. S&P also expects EBITDA growth from new multiyear subscriptions and a successful integration of OnShape to support a reduction in leverage to below 3x. "We could lower the rating if leverage remains above 3x on a sustained basis, or FOCF to debt falls to below 15%. This could be due to a slowdown in ARR growth from competitive pressures or prolonged sales execution issues, as well as EBITDA margins of below 20%. This could also be the result of further significant debt-funded acquisitions or aggressive shareholder returns," S&P said. "We could raise the rating if leverage stays below 2x on a sustained basis, and FOCF to debt stays above 25%. We would also expect PTC to maintain a financial policy in line with these metrics, even when accounting for shareholder returns and strategic acquisitions," the rating agency said. PUG LLC: Moody's Lowers CFR to B2, Outlook Stable ------------------------------------------------- Moody's Investors Service downgraded PUG LLC's corporate family rating to B2 from B1 as a result of the incremental debt issuance of $400 million, $200 million of which reduces the preferred equity portion of the financing for the purchase of StubHub with the remainder contributing to balance sheet cash at closing. Moody's also downgraded Viagogo's probability of default to B2-PD from B1-PD and the senior secured first lien credit facility to B2 from Ba3. The B3 senior secured second lien instrument rating was withdrawn and the outlook remains stable. Downgrades: Issuer: PUG LLC (Viagogo) Probability of Default Rating, Downgraded to B2-PD from B1-PD Corporate Family Rating, Downgraded to B2 from B1 Senior Secured 1st lien Bank Credit Facility, Downgraded to B2 (LGD4) from Ba3 (LGD3) Assignments: Issuer: PUG LLC (Viagogo) Senior Secured 1st lien Bank Credit Facility, Assigned B2 (LGD4) Outlook Actions: Issuer: PUG LLC (Viagogo) Outlook, Remains Stable Withdrawals: Issuer: PUG LLC (Viagogo) Senior Secured 2nd lien Regular Bond/Debenture, Withdrawn , previously rated B3 (LGD6) RATINGS RATIONALE Viagogo intends to increase the amount of the new term loan to $2,200 million from the originally planned $1,475 million, split between two tranches of US Dollar and Euro denominations. The $725 million increase in first lien debt is partially offset by the elimination of the originally proposed $325 million of second-lien notes. The resulting net $400 million increase in funded debt balances will contribute $200 million to balance sheet cash at closing with the remaining $200 million going towards reducing the preferred equity portion of the financing of the StubHub acquisition. Furthermore, $86 million of additional common equity will be raised in the new capital structure also contributing to balance sheet cash at closing. Although the equity portion of the $4,050 purchase price remains above 50%, Viagogo's decision to reduce the equity contribution reflects aggressive financial policies which are incorporated in the B2 CFR. The downgrade of Viagogo's CFR to B2 reflects the increase in adjusted debt to EBITDA to the mid 5x range at closing (includes credit for the majority of targeted cost synergies, roughly 9x without synergies) from the originally proposed mid 4x range. The downgrade also reflects Viagogo's increasing gross debt balances while simultaneously taking on integration risk 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. Although the increase in funded debt adds to balance sheet cash and reduced pricing on new debt instruments should keep cash interest expense and free cash flow at roughly the same levels as Moody's originally projected, gross debt balances are $400 million higher which increases refinancing risk at potentially higher interest rates compared to original projections. Furthermore, to the extent revenue growth tracks below Moody's base case projections or there is a delay in achieving Moody's expectation for cost synergies, there could be additional downward pressure on ratings. 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. After the first year post-closing, Moody's expects credit metrics to improve with adjusted EBITDA margins greater than 25%, adjusted leverage improving to the high 4x 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. 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 reflected by its decision to increase financial leverage at closing by one turn to the mid 5 times range. The company indicates it is focused on rapid improvement in leverage, but debt agreements include proposed terms that allow total leverage to increase above closing levels. Concentrated voting control, lack of public financial disclosure, and the absence of board independence are also incorporated in Viagogo's B2 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 4x range. The outlook does not include debt financed transactions over the next 18 months, redemption of preferred shares or other distributions in advance of adjusted leverage improving to the mid 4x 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 Viagogo largely completes the integration of StubHub, executes its operating strategy including realizing cost synergies, and produces consistent top line growth such that adjusted debt to EBITDA approaches 4 times without addbacks. Viagogo would also need to maintain very good liquidity and improve adjusted EBITDA margins to 30% while adhering to 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 5.5 times after year one. In addition, there would downward rating pressure if liquidity weakens or adjusted EBITDA margins deteriorate 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, more than $300 million of cash balances (net of cash due to ticket sellers), and full availability under the proposed 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%. The two-notch downgrade of Viagogo's senior secured first lien instrument rating reflects the removal of junior debt in the capital structure and the one notch downgrade of the CFR. The B2 rating on secured first lien debt instruments matches the CFR as there will only be one class of funded debt under the revised debt 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 $330 million or 55% of Consolidated EBITDA (as defined). Incremental facilities can increase further and will be limited primarily by a secured net leverage cap for secured debt issuances and a total net leverage cap or minimum 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 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. PULMATRIX INC: Receives Fast Track Designation for Pulmazole ------------------------------------------------------------ Pulmatrix, Inc. has granted Fast Track designation to PUR1900, the Company's inhaled itraconazole antifungal candidate being developed to treat allergic bronchopulmonary aspergillosis (ABPA) in patients with asthma. Pulmatrix is currently enrolling patients in its ongoing randomized, double-blind, placebo-controlled Phase 2 study evaluating the safety, tolerability, pulmonary function and biomarker response of Pulmazole in subjects with asthma-ABPA. Fast Track is a process designed to facilitate the development and expedite the review of drugs to treat serious conditions and fill an unmet medical need. The purpose is to get important new drugs to the patient earlier. "Patients with asthma-ABPA have an urgent need for new therapeutic options that reduce the severe side effects associated with current standard of care treatments," said Ted Raad, chief executive officer of Pulmatrix. "We view this FDA Fast Track designation as continued support that Pulmazole, enabled by Pulmatrix's iSPERSE delivery technology, has the potential to advance towards a first line treatment option for ABPA patients. With our Phase 1/1b trial successfully meeting all endpoints, we are now focused on advancing our ongoing Phase 2 study, leveraging the important advantages of Fast Track designation, and look forward to reporting study results by year end." A drug that receives Fast Track designation may be eligible for more frequent interaction and communication with the FDA on matters pertaining to the drug's development plan as well as eligibility for accelerated approval and priority review. However, Fast Track designation does not guarantee that a drug candidate will receive FDA approval in a timely manner, or at all. William J Calhoun, M.D., Professor of Internal Medicine, Pulmonary, Allergy and Clinical Immunology, and Vice Chair for Research, Department of Internal Medicine, University of Texas Medical Branch and co-lead investigator of the Phase 2 study said, "Approximately half of ABPA patients do not respond to first line treatment with oral steroids which carry risks of dependence and complications from long-term use. While effective, second-line oral antifungals are limited in their use due to safety and tolerability concerns. Pulmazole, which is being tested as an inhaled antifungal, has shown promising Phase 1/1b study results enabling approximately 50-fold higher lung delivery at 1/10th the dosing of oral itraconazole. I believe Pulmazole has the potential to shift the standard care for ABPA by addressing the underlying cause of inflammatory responses while avoiding the significant limitations in efficacy and safety associated with oral steroid and antifungal standard of care treatment." The Phase 2 study is a global, multicenter, 4 arm trial. Enrolled subjects will be randomly assigned (1:1:1:1) into 4 arms of 16 subjects each (n=64 total) and will receive 10 mg, 20 mg, or 35 mg of Pulmazole or placebo, administered via dry powder inhalation once daily for 28 days. The primary objective of the study is to evaluate the safety and tolerability of multiple-dose administration of Pulmazole given to adult subjects with asthma and ABPA. Secondary objectives include characterizing the pharmacokinetics of multiple dose administration of inhaled Pulmazole in plasma and sputum, as well as evaluating the effect of Pulmazole on relevant biomarkers of inflammation, pulmonary function (FEV1), asthma symptoms, and aspergillus burden in sputum. About Pulmatrix Pulmatrix, Inc. -- http://www.pulmatrix.com/-- is a clinical stage biotechnology company focused on the discovery and development of novel inhaled therapeutic products intended to prevent and treat respiratory diseases and infections with significant unmet medical needs. The Company's proprietary product pipeline is focused on advancing treatments for serious lung diseases, including Pulmazole, inhaled anti-fungal itraconazole for patients with ABPA, and PUR1800, a narrow spectrum kinase inhibitor for patients with obstructive lung diseases including asthma and chronic obstructive pulmonary disease. Pulmatrix's product candidates are based on iSPERSE, its proprietary engineered dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations and reducing systemic side effects to improve patient outcomes. Pulmatrix incurred a net loss of $20.56 million in 2018 following a net loss of $18.05 million in 2017. As of Sept. 30, 2019, the Company had $32.92 million in total assets, $18.19 million in total liabilities, and $14.72 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Feb. 19, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company continues to have negative cash flow from its operations, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. QUANTUM CORP: Posts $4.7 Million Net Income in Third Quarter ------------------------------------------------------------ Quantum Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $4.75 million on $103.31 million of total revenue for the three months ended Dec. 31, 2019, compared to a net loss of $4.28 million on $101.98 million of total revenue for the three months ended Dec. 31, 2018. For the nine months ended Dec. 31, 2019, the Company reported a net loss of $1.37 million on $314.73 million of total revenue compared to a net loss of $33.38 million on $299.40 million of total revenue for the same period in 2018. As of Dec. 31, 2019, the Company had $165.30 million in total assets, $360.77 million in total liabilities, and a total stockholders' deficit of $195.47 million. Quantum said, "We require significant cash resources to meet obligations to pay principal and interest on our outstanding debt, provide for our research and development activities, fund our working capital needs, and make capital expenditures. Our future liquidity requirements will depend on multiple factors, including our research and development plans and capital asset needs. We may need or decide to seek additional funding through equity or debt financings but cannot guarantee that additional funds would be available on terms acceptable to us, if at all." The Company had cash and cash equivalents of $7.5 million as of Dec. 31, 2019, compared to $10.8 million as of March 31, 2019. These amounts exclude, as of both dates, $5.0 million in restricted cash that the Company is required to maintain under the Credit Agreements and $0.9 million and $1.1 million of short-term restricted cash, respectively. The Company's outstanding long-term debt amounted to $152.4 million as of Dec. 31, 2019, net of $14.6 million in unamortized debt issuance costs and $1.7 million in current portion of long-term debt, and $145.6 million as of March 31, 2019, net of $17.3 million in unamortized debt issuance costs and $1.7 million in current portion of long-term debt. Included in long-term debt as of Dec. 31, 2019 was $5.3 million of borrowings under the Company's Amended PNC Credit Facility. After drawing down $5.3 million under the Company's Amended PNC Credit Facility, there was an additional $16.7 million of borrowing availability as of Dec. 31, 2019. The Company is subject to various debt covenants under its Credit Agreements, including financial maintenance covenants that require progressive improvements in metrics related to its financial condition and results of operations. The Company said its failure to comply with its debt covenants could materially and adversely affect its financial condition and ability to service its obligations. CEO's Comments Jamie Lerner, chairman and CEO commented, "We continued to advance our strategic transformation, focusing on margin expansion and profitability as we reposition Quantum as an innovator, poised to solve the biggest challenges around video and video-like data." The strong third fiscal quarter gross margin of 45.6% reflected a favorable sales mix and Quantum's focus on a value-selling approach. Excluding the contribution from royalty revenue, the Company's gross margin reached 43.4%, compared to 39.3% in the year-ago quarter, demonstrating the increased value it is providing to customers. This translated to a significant improvement in operating margin and a return to GAAP profitability, with $4.7 million in net income, compared to a net loss of $4.3 million in the third fiscal quarter last year. Year-to-date, Quantum's gross margin was 43.3% compared to 41.7%, an improvement of 160 basis points. "This return to profitability validates the success of our transformation and provides us momentum as we uplist to the Nasdaq," Lerner continued. Quantum achieved its profitability guidance for the quarter, despite generating revenues that were lower than expectations, primarily as a result of the volatility inherent to its hyperscaler business, where timing of large orders can fluctuate based on a variety of external factors. "Our third quarter results demonstrate that with an improved sales mix, continued operational efficiency and sales discipline, we can drive incremental profitability even across slightly lower revenue," Mr. Lerner added. The long- term business opportunity in the archive tape storage market remains significant, so while we expect our hyperscaler business in the short term to continue to be volatile, longer term we anticipate adding new hyperscaler customers, which will help address non-linear purchasing patterns from a concentrated customer base. As a result, we have made the prudent decision to adjust our full year guidance. This decision underscores the short-term volatility related to larger customers who are looking to leverage the reliability and value tape offers, giving us increased optimism in the opportunity as we work to accelerate top-line growth in fiscal 2021 and beyond. "Our offerings in the video and video-like data portion of our business remained strong, and we continue to see growing demand for our differentiated solutions," Mr. Lerner concluded. "Our focus is to increase the contribution from these products, which maintain a better margin profile, which should mitigate the timing of hyperscaler revenue over time. Our new F-Series solutions had their strongest quarter yet and I am encouraged with the momentum for these products, and this reinforces my confidence in sustainable, profitable growth." Nasdaq Listing Quantum has received approval to list the Company's common stock on the Nasdaq Global Market. Management expects shares of the Company's common stock will begin trading on The Nasdaq Stock Market on Monday, Feb. 3, 2020 under the ticker "QMCO." Outlook The Company noted that the fourth fiscal quarter, excluding the impact of hyperscaler business, has historically been the lowest product revenue period of the year. For the fourth fiscal quarter of 2020, the Company expects revenues of $95 million plus or minus $5 million. The Company expects Adjusted Net Income to be $2 million plus or minus $2 million and related Adjusted Net Income per share of $0.04 plus or minus $0.04. Adjusted EBITDA is expected to be $10 million plus or minus $2 million. Quantum is adjusting its full-year outlook. Management now expects total revenues for fiscal 2020 to be $410 million plus or minus $5 million and Adjusted EBITDA guidance to be $50 million plus or minus $2 million. Settlement of SEC Investigation The Company and the Securities and Exchange Commission have settled a cease-and-desist proceeding arising out of the SEC's investigation of the matters disclosed in the Company's Current Reports on Form 8-K filed on Feb. 8, 2018, Sept. 14, 2018 and Aug. 6, 2019. The matters concern the Company's historic accounting practices, internal controls and a restatement related to revenue recognition for transactions between the fourth quarter of fiscal 2015 and the second quarter of fiscal 2018. The settlement includes a cease and desist order and payment of $1.0 million as a civil penalty; the order may be viewed on the SEC's website at https://www.sec.gov/litigation/admin/2019/34-87812.pdf. A full-text copy of the Form 10-Q is available for free at the SEC's website at: https://is.gd/7H3W91 About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a scale-out tiered storage, archive and data protection company, providing solutions for capturing, sharing, managing and preserving digital assets over the entire data lifecycle. The Company delivers streaming for video and media applications, along with data protection and archive systems. Quantum reported a net loss of $42.80 million for the year ended March 31, 2019, a net loss of $43.35 million for the year ended March 31, 2018, and a net loss of $2.41 million for the year ended March 31, 2017. QUOTIENT LIMITED: Provides Update on Recent MosaiQ Milestone ------------------------------------------------------------ Quotient Limited re-capped recently disclosed milestone achievements which included the completion of a third party feasibility study of its innovative Molecular Disease Screening (MDS) microarray, the US Food and Drug Administration's (FDA) acceptance of its 510(k) submission for both the initial Serological Disease Screening (SDS) microarray and the MosaiQ system and the commencement of European Union (EU) field trial activities for the expanded Immunohematology (IH) microarray. In addition, the Company announced strong top line growth for both its third quarter ended Dec. 31, 2019 and for the year to date. "We are very pleased to start the year off with EU field trial activities underway for our expanded IH microarray. This marks an important milestone towards having available the first powerful commercial menu combination of the initial SDS and expanded IH microarrays later this year," said Franz Walt, chief executive officer of Quotient. Mr. Walt added, "the acceptance of the 510(k) application is also a key step toward both regulatory clearance in the world's largest market and the subsequent initiation of U.S. hyper-care sites once approved. The ongoing strong growth in product sales from our conventional liquid reagents business underscores the relevance of our reagent development to the transfusion diagnostics market." MosaiQ Platform MosaiQ, Quotient's next-generation platform is designed to deliver fast, comprehensive antigen typing, antibody detection and disease screening results, using a single low volume sample in a high throughput automated format. MosaiQ represents a transformative and highly disruptive unified testing platform for transfusion diagnostics. Feasibility has also been demonstrated with respect to the detection of DNA using the MosaiQ platform. Through MosaiQ, Quotient expects to deliver substantial value to donor testing laboratories worldwide by providing affordable, routine comprehensive characterization and screening of blood products, on a single automated instrument platform. MosaiQ is designed to radically reduce labor costs and complexity associated with existing practice. Regulatory and Commercial Milestones * Initial European Regulatory Approval - Quotient filed for European regulatory approval for its initial MosaiQ IH microarray in late September 2018 and was notified of its approval on April 30, 2019. * European Hyper-Care Launch - Following the receipt of the CE mark for the initial IH microarray, Quotient commenced a hyper-care launch with four of ten selected customers. * Ongoing Microarray Menu Development - Quotient's activities for the expansion of the IH and SDS testing menus included the completion of the verification and validation (V&V) concordance study for the expanded IH microarray menu which was announced in October 2019. The V&V study for the expanded SDS microarray menu is planned for the second quarter of calendar 2020. * Field Trials - Quotient commenced European field trial activities with the expanded IH microarray menu in the first quarter of calendar 2020 with U.S. field trial activity expected to follow thereafter. Quotient has completed U.S. field trial activity for the initial SDS microarray and expects to commence European and U.S. field trial activities for the expanded SDS microarray in the second half of calendar 2020. * Ongoing Regulatory Approval Process - Quotient completed a CE mark submission for the initial SDS microarray on June 30, 2019. Quotient filed for U.S. regulatory approval for the initial SDS microarray on Dec. 23, 2019. Initial European regulatory submissions for the expanded IH microarray are expected during the first half of calendar year 2020 with U.S. regulatory submissions following later in the year. The European regulatory submission for the expanded SDS microarray is expected in the second half of calendar year 2020. Franz Walt commented, "I am pleased with the continued progress we have made recently towards the goals which we set for ourselves back in 2018." Mr. Walt added, "with each milestone achieved we demonstrate further the transformative capabilities of the MosaiQ technology platform and further reduce the technology risk associated with it." Fiscal Third Quarter 2020 Financial Results "The conventional reagent business recognized strong product sales of $7.6 million in the third quarter of fiscal 2020, up 14% year over year. Top line growth of 10% for the first nine months of this fiscal year was driven by 4% growth in sales to original equipment manufacturer (OEM) customers, while direct product sales grew 24%," said Franz Walt. Mr. Walt added, "In the third quarter, gross margin on product sales was 40.6% reflecting a less optimal product mix than in the first two quarters of fiscal 2020, but up from the fiscal 2019 third quarter gross margin of 37.7%, which was adversely impacted by incremental manufacturing costs related to bringing our Allan Robb Campus (ARC) on-line while continuing to operate our previous conventional reagent production facility. Milestone payments earned from the development and approval for sale in the U.S. of certain rare antisera reagents developed for a key OEM customer contributed $1.1 million of other revenues in the first nine months of this fiscal year." The operating loss for the quarter ended Dec. 31, 2019 included termination and transition benefit costs of approximately $1.3 million; legal and advisory fees related to the Company's termination of its distribution and supply agreement with Ortho Clinical Diagnostics Inc. (OCD) and the related dispute; increased payments to a research and development collaboration partner totaling $0.8 million and $0.4 million of costs related to the recently completed initial SDS U.S. clinical trial. Capital expenditures totaled $1.4 million in the quarter ended Dec. 31, 2019, compared with $1.4 million in the quarter ended Dec. 31, 2018. During the quarter ended Dec. 31, 2019, Quotient announced the closing of an underwritten public offering of 13,800,000 ordinary shares at a price to the public of $7.00 per share, which included the exercise in full by the underwriters of their option to purchase up to 1,800,000 additional ordinary shares. The net proceeds to the Company from this offering was approximately $90.4 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. As at Dec. 31, 2019 Quotient had $138.0 million in available cash and other short-term investments and $153.7 million of debt and $8.7 million in an offsetting long-term cash reserve account. Outlook for the Fiscal Year Ending March 31, 2020 * Product revenue is expected to be in the range of $30.7 million to $31.1 million for the full fiscal year. * Operating loss, reflecting incremental investments in the Company's development priorities, is expected to be in the range of $78 to $80 million including approximately $18.5 million of non-cash expenses such as depreciation, amortization and stock compensation and approximately $2.0 million in one-time termination and transition benefit costs. * Capital expenditures are still expected to be in the range of $5 million to $7 million. Product sales in the fourth quarter of fiscal 2020 are expected to be in the range of $7.8 million to $8.2 million, compared with $7.8 million for the fourth quarter of fiscal 2019. Quarterly product sales can fluctuate depending upon the shipment cycles for red blood cell based products, which account for approximately two-thirds of current product sales. These products typically experience 13 shipment cycles per year, equating to three shipments of each product per quarter, except for one quarter per year when four shipments occur. The timing of shipment of bulk antisera products to OEM customers may also move revenues from quarter to quarter. Some seasonality in demand is also experienced around holiday periods in both Europe and the United States. As a result of these factors, Quotient expects to continue to see seasonality and quarter-to-quarter variations in product sales. The timing of product development fees included in other revenues is mostly dependent upon the achievement of pre-negotiated project milestones. About Quotient Limited Penicuik, United Kingdom-based Quotient Limited is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQTM technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company's operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania. Quotient Limited reported a net loss of $105.4 million for the year ended March 31, 2019, a net loss of $82.33 million for the year ended March 31, 2018, and a net loss of $85.06 million for the year ended March 31, 2017. As of Sept. 30, 2019, the Company had $176.97 million in total assets, $223.91 million in total liabilities, and a total shareholders' deficit of $46.94 million. RAYNOR SHINE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Raynor Shine Services, LLC 20-00577 100 Hermit Smith Rd. Apopka, FL 32703 Raynor Apopka Land Management, LLC 20-00578 100 Hermit Smith Rd Apopka, FL 32703 Business Description: Raynor Shine Services is an environmental recycling company based in Apopka, Florida. It offers mulch installation, grapple truck services, recycle yard disposal, land clearing, grinding services, storm recovery services. Chapter 11 Petition Date: January 30, 2020 Court: United States Bankruptcy Court Middle District of Florida Debtors' Counsel: Frank M. Wolff, Esq. LATHAM LUNA EDEN & BEAUDINE LLP P.O. Box 3353 Orlando, FL 32802-3353 Tel: 407-481-5800 E-mail: fwolff@lathamluna.com Raynor Apopka's Estimated Assets: $1 million to $10 million Raynor Apopka's Estimated Liabilities: $1 million to $10 million Raynor Shine's Estimated Assets: $10 million to $50 million Raynor Shine's Estimated Liabilities: $10 million to $50 million The petitions were signed by Henry E. Moorhead, chief restructuring officer. Raynor Apopka lists Lee Crest as its sole unsecured creditor holding a claim of $32,414. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://is.gd/adtoTH https://is.gd/clvb5Y List of Raynor Shine's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. A Sun State Trees, Inc. Trade Debt $77,435 1580 S. US Hwy 17/92 Longwood, FL 32750 2. Active Staffing Services $44,509 8040 NW 95th Street Hialeah Gardens, FL 33016 3. Amerisure Mutual Insurance C Insurance $314,852 Dept #78226 PO Box 78000 Detroit, MI 48278-0226 4. Branch Banking & Trust Co All Property $1,658,484 PO Box 1290 of the Debtor Whiteville, NC 28472 5. Branch Banking & Trust Co Credit Card $118,612 PO Box 580340 Purchases Charlotte, NC 28258-0340 6. C&N Mobile Tires Inc. Trade Debt $19,164 PO Box 292701 Temple Terrace, FL 33687 7. DiCillo Services LLC $21,259 7412 Goodwalt Ave. Cleveland, OH 44102 8. Eilite Diesel & Equip Repair $22,128 6717 Nova Rd Saint Cloud, FL 34771 9. Express Blower $32,678 PO Box 706339 Cincinnati, OH45270 10. Florida Blue Group $44,564 Ancillary Dept. 1158 PO Box 121158 Dallas, TX75312-1158 11. Florida Industrial Scale Co $60,535 728 Industry Rd Longwood, FL 32750 12. Glenn Joiner & Son Inc. $31,182 PO Box 770038 Winter Garden, FL 34777 13. David Locker $64,355 8700 Bell Grove Way Raleigh, NC 27615 14. Nationwide Insurance Insurance $51,646 PO Box 10479 Des Moines, IA 50306-0479 15. Port Consolidated $234,539 PO Box 350430 Ft. Lauderdale, FL 33335-0430 16. Ring Power Corp. $87,061 PO Box 935004 Atlanta, GA 31193-5004 17. Synergy Rents $39,706 8151 N Orange Blossom Tr Orlando, FL 32810 18. Tidewater Equipment Company $35,948 2254 Massaro Blvd. Tampa, FL 33619 19. United Rentals $40,792 PO Box 100711 Atlanta, GA30384-0711 20. Verizon Wireless $20,181 PO Box 660108 Dallas, TX 75266 SANAM CONYERS: Affiliate Janam to File Plan & Disclosure by May 19 ------------------------------------------------------------------ On Jan. 9, 2020, the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, convened a hearing on the motion of Janam Taccoa Lodging, LLC, a debtor affiliate of Sanam Conyers Lodging, LLC, to extend time for filing a Plan of Reorganization. On January 14, 2020, Judge Wendy L. Hagenau ordered that: * The Motion is granted. * Janam Taccoa Lodging, LLC, will file a Plan of Reorganization and Disclosure Statement in this Chapter 11 case on or before May 19, 2020. A full-text copy of the order dated January 14, 2020, is available at https://tinyurl.com/u3xokyx from PacerMonitor.com at no charge. The Debtors are represented by: Edward F. Danowitz Danowitz Legal, PC 300 Galleria Parkway, Suite 960 Atlanta, GA 30339 Tel: 770-933-0960 E-mail: Edanowitz@Danowitzlegal.com About Janam Madison Lodging Janam Madison Lodging, Inc., along with related debtor entities, filed a Chapter 11 petition on March 26, 2019 in the U.S. Bankruptcy Court for the Northern District of Georgia. Their cases are jointly administered In re Sanam Conyers Lodging, LLC (Bankr. Lead Case No. 19-54798). Danowitz Legal, PC, is the Debtors' counsel. Judge Wendy L. Hagenau oversees the case. SAVE MONEY: Florida Farm Bureau Opposes Plan Confirmation --------------------------------------------------------- Florida Farm Bureau General Insurance Company (FFB) filed an amended objection to confirmation of the Chapter 11 Plan Of Reorganization and Disclosure Statement of debtor Save Money and Retain Temperature d/b/a SMART Efficient Solutions d/b/a Smart Storm Solutions (SMART). FFB states as follows: * The Debtor and non-debtors Smart Storm Solutions, LLC (SSS LLC) and Super Heat and Air, LLC (Super Heat & Air) are neither separate and distinct entities nor are they separate and distinct from the people who formed, manage, and own them: Robert F. MacKinnon, and Denis Nuhic (SMART, SSS LLC, and Super Heat & Air are collectively, the SMART Parties). The SMART Parties are alter egos of the Debtor. SSS LLC is the successor corporation of SMART and merely a continuation and reincarnation of SMART under a different name. SMART's business simply passed baton relay-style to SSS LLC. * The Debtor has referred to itself as "SMART", "SMART Efficient Solutions", "Smart Efficient Solutions, LLC", and "Smart Storm Solutions." MacKinnon and Nuhic have used 'Smart Efficient Solutions' since at least July 15, 2015. On Oct. 18, 2018, MacKinnon filed an Application for Registration of Fictitious Name for "Smart Storm Solutions" with the Florida Secretary of State. On Jan. 16, 2019, Nuhic filed his Application for Registration of the fictitious name "smartstormsolutions". * The Plan proposes to pay all creditors. However, neither the Plan nor the Disclosure Statement provided any information for the means for execution of the plan other than to state that it has undergone some dramatic changes in its processes and procedures and revitalize its business mode, claims that it will have a significant increase in revenue by expediting the collection of outstanding files. Although the Debtor provides no real information or insight, FFB believes that the SSS Parties are referring to settlements in Assignment of Benefits (AOB) Lawsuits. FFB requests that the Court deny confirmation of the Debtor's Chapter 11 Plan of Reorganization and reject the Debtor's Disclosure Statement for failing to provide adequate information about its financial affairs to allow creditors to make an informed decision about whether to accept or reject the Plan. A full-text copy of Florida Farm's objection dated Jan. 12, 2020, is available at https://tinyurl.com/w9vatwv from PacerMonitor.com at no charge. FFB is represented by: Keith T. Appleby Banker Lopez Gassler, P.A. 501 E. Kennedy Blvd., Suite 1700 Tampa, Florida 33602 Telephone: (813) 221-1500 Facsimile: (813) 222-3066 E-mail: kappleby@bankerlopez.com service-kappleby@bankerlopez.com About Save Money and Retain Temperature Save Money and Retain Temperature, LLC, is an insulation contractor in Tampa, Fla., which specializes in roofing, siding and sheet metal work. Save Money and Retain Temperature sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04090) on April 30, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. Santana, Byrd & Jaap, P.A., is the Debtor's counsel. SBL HOLDINGS: S&P Rates Noncumulative Preferred Shares 'BB' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB' debt rating to SBL Holdings, Inc.'s (SBL) proposed issuance of fixed-rate reset noncumulative perpetual preferred shares series A. The rating reflects the subordination of the issue to SBL's existing and future indebtedness, including its senior notes and the optional dividend deferability of the preferred shares. SBL is the nonoperating holding company in the Security Benefit group. The insurance operating companies in the group are Security Benefit Life Insurance Co. and First Security Benefit Life Insurance and Annuity Co. of New York. Both operating companies have a financial strength rating of 'A-' with an outlook of stable. S&P does not expect this issuance to affect its ratings on the Security Benefit group entities. These series A preferred shares will rank junior to all of SBL's senior indebtedness. The dividends on these preferred shares are noncumulative and not mandatory. Other than a rating agency event (as defined in the offering circular), SBL has the option of redeeming these preferred shares on or about May 13, 2025. The company intends to use the proceeds to repay a portion of the indebtedness outstanding under SBL's revolving loans and subsequently draw on the revolver and contribute the corresponding proceeds to its insurance operating company, Security Benefit Life Insurance Co. S&P views these series A preferred shares as having intermediate equity content for the purpose of its leverage and capital-adequacy calculations. "We expect SBL's management to remain committed to having hybrids in its capital structure. After taking into account this series A proposed issuance, we expect SBL's pro forma financial leverage to be about 25% in 2019--within our expected range of 20%-25%--with EBITDA fixed-charge coverage above 8x in 2019--also within expectations. We anticipate financial leverage of 20%-25% in 2020-2021 with EBITDA fixed-charge coverage above 8x," S&P said. SCHRAD LTD: Unsecured Creditors to Have 45% Dividend in Plan ------------------------------------------------------------ Schrad, Ltd., Honey Bee Bakers, LLC, and Red Apple Resources of South Texas, LLC, filed a Joint Chapter 11 Plan that provides for the liquidation of substantially all of the assets of the Joint Debtors. It is anticipated that the proceeds from liquidation of the Joint Debtors' assets will be sufficient to pay all allowed secured and priority claims together with a dividend of 45% to holders of allowed unsecured claims. The Joint Debtors' operations will cease. The Debtors' real property and improvements consist of a 15-acre tract of land in Wilson County, located at 1371 FM 1346 in La Vernia, Texas, with improvements consisting of a 25,710 square foot manufacturing facility equipped with triple phase power access and refrigeration. It is valued for ad valorem tax purposes at $1,480,000. The court has approved a motion authorizing the sale of the property for at least $1,250,000. The Debtors' equipment is industry specific. The Debtors' schedules show that the Debtors believed that the equipment has a liquidation value of $250,000 based upon a quote they received from a prepetition liquidator. The Debtors own tractors and trailers. Their aggregate historical cost is $109,000, the estimated gross fair market value is $48,000. Their aggregate net fair market value (after offset for a purchase money lien held by Daimler Chrysler in the amount of approximately $8000) is $40,000. Class 4: Schertz Bank & Trust has a current claim of $1,116,723. The Debtors' assets will be liquidated and the proceeds will be used to pay the allowed secured claim of Schertz Bank & Trust in full after payment of related closing costs, commissions, fees, and ad valorem taxes. As to the Class 5: Claim of Daimler Chrysler, the Debtors own a 2004 Freightliner which is solely encumbered by a purchase money lien held by Daimler Chrysler. The Freightliner will be sold and the first proceeds from its sale will be paid to Daimler to release the title to the buyer. Class 6: Allowed Unsecured Claims totaling $200,000 will be paid from the remaining proceeds of the sale of the Debtors' assets after the claims in Classes 1, 2, 3, 4, and 5 are paid. The remaining unencumbered sale proceeds, after payment of administrative expenses which is estimated to be $90,000 will be paid pro rata to creditors with allowed unsecured claims. The estimated projected dividend to unsecured creditors is 45%. Class 7: Shareholders will not receive any distributions on shareholder claims and their equity interests will be cancelled. A full-text copy of the Third Amended Joint Disclosure Statement dated Jan. 17, 2020, is available at https://tinyurl.com/sxl9hu5 from PacerMonitor.com at no charge. Attorneys for the Debtors: Michael J. O'Connor LAW OFFICES OF MICHAEL J. O'CONNOR 921 Proton Road San Antonio, Texas 78258 Tel: (210) 729-6009 Fax: (210) 729-6003 E-mail: oconnorlaw@gmail.com About Schrad Ltd Schrad Ltd. and its affiliates, Honey Bee Bakers, LLC and Red Apple Resources of South Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No. 19-51331) on June 3, 2019. In the petitions signed by James E. Schrad, president, Schrad was estimated to have assets and liabilities of less than $50,000. The Debtors are represented by the Law Office of Michael J. O'Connor. SILGAN HOLDINGS: Moody's Reviews Ba2 CFR for Downgrade ------------------------------------------------------ Moody's Investors Service placed the ratings of Silgan Holdings Inc. under review for downgrade including the Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, Ba1 senior secured bank credit facility, and Ba3 senior unsecured. The Speculative Grade Liquidity rating remains unchanged at SGL-2. The rating action follows the announcement that Silgan Holdings Inc. has entered into an agreement to acquire Albeas's dispensing business for $900 million (Albea Beauty Holdings S.a r.l., B2 stable). Moody's also changed the rating outlook to under review from stable. The Albea business is a global supplier of highly engineered pumps, sprayers and foam dispensing solutions to major branded consumer goods product companies in the beauty and personal care markets. Silgan reported that the target has $394 million of revenue and adjusted EBITDA of $77 million for the twelve months ended Septemebr 30, 2019. Silgan expects synergies to reach $20 million annually. Silgan expects to fund the purchase price for the acquisition with a combination of cash on hand and borrowings under the Company's senior secured credit facility, including a fully committed $900 million incremental delayed draw term loan. The proposed acquisition is expected to close in the first half of 2020 and is subject to the receipt of applicable regulatory approvals and the satisfaction of certain customary conditions. Upon completion of the required works councils consultations, Silgan expects that Albea and certain of its subsidiaries will enter into a definitive purchase agreement with Silgan and certain of its subsidiaries for the purchase and sale of the business. The review for downgrade reflects pro forma leverage will exceed the previously cpmmunicated downgrade trigger of 4.2 times and the integration and operating risk inherent in the acquisition. Moody's adjusted pro forma leverage is approximately 4.7 times (LTM September 30, 2019 for Albea and December 31, 2019 for Silgan per the company's press release) assuming the transaction is 100%debt-financed. The acquisition also meaningfully increases Silgan's exposure to plastic resin and revenue from international markets including the slower growing European market. Moody's review will focus on the financing for the deal, projected proforma operating results, and synergies. The review will also focus on the integration plan (given the company's plan to rationalize capacity in its exisitng business), projected debt reduction over the next 12 to 18 months and the change in operating profile stemming from acquisitions. Ratings placed under review for downgrade: Issuer: Silgan Holdings Inc. Corporate Family Rating, Ba2 Probability of Default Rating, Ba2-PD Senior Secured Bank Credit Facility, Ba1 (LGD2) Senior Unsecured, Ba3 (LGD5) Outlook actions: Outlook, changed to Rating Under Review from stable. RATINGS RATIONALE Silgan Holdings Inc. credit profile (Ba2 Corporate Family Rating under review for downgrade) benefits from the consolidated industry structure in the company's metals segment (food can and metal closures) and strong market shares and contract structures in food cans. Silgan's rating also benefits from the significant onsite presence with customers in the food can segment and the significant percentage of custom products in the plastics segment. The company remains focused on cost cutting and productivity. Silgan also maintains good liquidity. The credit profile is constrained by the company's acquisitiveness, primarily commoditized product line and concentration of sales. Furthermore, the low growth in the food can market and the company's acquisition strategy will increase the overall business and credit risk over time. Contracts in the closures and plastics segments have relatively weaker terms than the food can segment. Moreover, the industry structure for the plastic segment is fragmented with significant competition Silgan's environmental risk is moderate given the use of metal and plastic resin offset by the production of containers to customer specifications. The company is subject to a broad range of federal, state, provincial and local environmental, health and safety laws, including those governing discharges to air, soil and water, the handling and disposal of hazardous substances and the investigation and remediation of contamination resulting from the release of hazardous substances. Various proposed and instituted mandates around the globe demonstrate the increased focus on environmental issues in the industry including improving recyclability and reducing waste. While packaging manufacturers mostly produce products to customer specifications and primarily operate a tolling model (passing through most costs to customers and just getting paid to convert raw materials into containers), increasing regulation will require continued attention and vigilance (BPA and recyclability). Silgan manufactures many products which are generally disposed of after use which could result in some environmental damage. Additionally, there will be an increasing emphasis on recyclability and, potentially, manufacturing plastic products from more biodegradable substrates. The company will need to continue to focus on building quality products and adapting to an evolving regulatory environment. Silgan, and the packaging sector in general, has overall moderate social risk. The primary risks driving this are employee health and safety risks and demographic and societal trends offset by many low risks in customer relations and human capital. Customer relations risks are low reflecting the industry business model to primarily manufacture to given specifications. While the design may disclose customer marketing and other strategic information, the disclosure is limited and the information is not accessible online. Human capital risks are moderate despite the level of unionization given the generally good relations with the unions that are active. Health and safety risks are moderate reflecting the usual risks found in a manufacturing environment offset by the lack of exposure to toxic substances or dangerous processes found in many other manufacturing plants. This also reflects OSHA regulations to which all manufacturers are subject. Responsible production risk is moderate given the current focus on sustainability and recyclability of plastics. Demographic and societal trends risk is low given the company's focus on sustainability and recyclability of metal and plastic packaging. Given the predominance of food and beverage packaging, the impact of demographic trends is considered moderate. Governance risks are less than most other companies in the sector due to the lack of PE ownership (Silgan is a public company). Silgan's SGL-2 Speculative Grade Liquidity Rating reflects the company's good liquidity characterized by good availability on the company's revolver and adequate cash balances. The company usually draws extensively on its revolver during the second and third quarters to finance working capital due to the seasonality of its production. Draws on the revolver can remain high into the fourth quarter, as Silgan carries accounts receivable for some customers beyond the end of the packing season. Seasonal working capital requirements have been approximately $250-$500 million and were funded through a combination of revolver draws and cash on hand. The cash is expected to be held domestically in high-quality instruments and easily accessed. The multi-currency revolver including $1.19 billion USD revolver and $15 million CAD revolver, expires in May 2023. Annual amortization for the term loans starts December 2019 and is 5%, 10%, 10%, 10%, and 10% with a bullet at maturity on May 30, 2024. The financial covenants for the proposed credit facilities include a minimum interest coverage ratio and maximum total net leverage ratio The cushion under the covenants is adequate. Moody's expects Silgan to continue to maintain sufficient cushion under its financial covenants. Headquartered in Stamford, Connecticut, Silgan Holdings Inc. (Silgan) is a manufacturer of metal and plastic consumer goods packaging products including food cans, closures for food and beverage products (both metal and plastic), and plastic containers for the personal care, health care, shelf-stable food, pharmaceutical, household, and industrial chemicals industries. Consolidated net revenue for the 12 months ended December 31, 2019 was approximately $4.5 billion. Approximately 77% of sales are generated in the United States with the remainder generated from foreign operations. Approximately 30% of the outstanding stock is owned by the two founders of the company. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in May 2018. SINTX TECHNOLOGIES: Signs Research Collaboration Deal with Nissin ----------------------------------------------------------------- SINTX Technologies, Inc., announced an agreement toward establishing a collaboration framework with Nissin Manufacturing Company, Japan. The companies have agreed to terms whereby Nissin and SINTX will fund research and product development activities collaboratively at a newly developed joint research center, located in Kyoto, Japan. The purpose of this collaboration is to develop new products for worldwide markets, using SINTX's unique technology and knowledge in silicon nitride ceramics, and Nissin's superior manufacturing technology platforms and retail channels. Established in 1946, Nissin is a worldwide provider of many products, including precision automotive components, vertical automatic honing machines, and special purpose grinding machines, and others. The collaboration with SINTX is intended to expand Nissin's footprint in consumer products based on aseptic polymer technologies already in production. "We were attracted to the considerable scientific evidence that SINTX has produced, attesting to the antibacterial properties of silicon nitride. Our initial focus will target products that leverage the ability of silicon nitride to resist bacterial adhesion, and to inactivate viruses, with more to follow," said Takashi Nishikohri, CEO of Nissin. "The collaboration is structured as an open model to facilitate continued growth and strategic opportunities, and we look forward to developing a lasting and productive relationship with SINTX," added Nishikohri-san. "We are pleased at this external validation of our technology by a large, seasoned company such as Nissin, with its worldwide footprint. The relationship will further boost our already very productive R&D output that generated 25 published scientific reports in 2019 alone and more than 100 since 2015. The collaboration with Nissin is intended to directly apply our material science expertise toward new product development, and revenues. This is a significant move for SINTX," said Dr. Sonny Bal, CEO and president of SINTX Technologies. Nissin is a privately-held company with its headquarters located in Kyotango-city, Kyoto Prefecture, Japan. The company has locations elsewhere around the world, and is a global supplier of automotive components, and precision machines to facilitate grinding and honing operations. Other Nissin group's products include specialty polymers with bacterial resistance, ceramic components, and related product lines. About SINTX Technologies Headquartered in Salt Lake City, Utah, SINTX Technologies -- https://ir.sintx.com -- is an OEM ceramics company that develops and commercializes silicon nitride for medical and non-medical applications. The core strength of SINTX Technologies is the manufacturing, research, and development of silicon nitride ceramics for external partners. The Company presently manufactures silicon nitride spinal implants in its ISO 13485 certified manufacturing facility for CTL-Amedica, the exclusive retail channel for silicon nitride spinal implants. The Company reported a net loss attributable to common stockholders of $22.55 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $9.32 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $10.60 million in total assets, $4.57 million in total liabilities, and $6.03 million in total stockholders' equity. Tanner LLC, in Salt Lake City, Utah, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 8, 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 negative operating cash flows and needs to obtain additional financing to finance its operations. These issues raise substantial doubt about the Company's ability to continue as a going concern. SOUTHERN INYO: Vi Healthcare to Get $900K Total Payment in 4 Years ------------------------------------------------------------------ Debtor Southern Inyo Healthcare District filed the Fourth Amended Disclosure Statement with respect to the Plan for the Adjustment of Debts. Changes added to the Disclosure Statement include: * Class 1E comprises of the claim of Healthcare Resource Group which shall have an allowed secured claim in the amount of $151,562.73 pursuant to its proof of claim filed in this case. HRG will receive monthly payments in the approximate amount of $1,777.77 per month over ninety-six (96) months, which equates to the full amount of the Claim plus interest at a rate of 3% per annum. * Class 1F comprises of the claim of US Foods, Inc. shall have an allowed secured claim in the amount of $35,540.41 pursuant to its amended proof of claim filed in this case. US Foods will receive monthly payments in the approximate amount of $763.00 per month over forty-eight (48) months, which equates to the full amount of the Claim plus interest at a rate of 1.5% per annum. * The treatment of Class 1H is as follows: Vi Healthcare Finance Inc. (ViHF) shall receive total payments in the amount of $900,000.00 by wire transfer as follows: $600,000 on the Closing Date and $300,000 payable over four (4) years, which are payable at a rate of $75,000 per annum. All other terms of the treatment of ViHF are according to the settlement agreement reached between ViHF and the District. Holders of Class 4 General Unsecured Claims will receive 12% of their Allowed Class 4 Claims to be paid in equal monthly installments from the Effective Date through April 2027, according to each claimant's claim amount. The prior iteration of the Disclosure Statement provides that in addition to the foregoing distributions, holders of Class 4 Claims will receive a pro rata portion of 25% of any recovery, net of fees, costs, and other administrative expenses associated therewith, from the proposed litigation against HCCA, which shall be paid no later than 120 calendar days following recovery thereof. The present iteration of the Disclosure Statement no longer contains this provision. Holders of Class 5 Claims will receive Cash on the Effective Date, or as soon thereafter as practicable, in an amount equal to the lesser of (a) the amount of their Allowed Class 5 Claims or (b) $100. A full-text copy of the Fourth Amended Disclosure Statement dated January 14, 2020, is available at https://tinyurl.com/yxxfqqes from PacerMonitor.com at no charge. The Debtor is represented by: WEILAND GOLDEN GOODRICH LLP Jeffrey I. Golden Ryan W. Beall 650 Town Center Drive, Suite 600 Costa Mesa, California 92626 Telephone 714-966-1000 Facsimile 714-966-1002 E-mail: jgolden@wgllp.com rbeall@wgllp.com About Southern Inyo Healthcare District Southern Inyo Healthcare District is a special district formed under the California Local Healthcare District Law, Cal. Health and Safety Code Sec. 32000, et seq., located in Lone Pine, California. As of the commencement of its Chapter 9 Case, the District owned and operated three facilities -- namely, an emergency and acute care facility with four beds, a skilled nursing facility with 33 beds, and an out-patient medical clinic. Southern Inyo Healthcare District sought protection under Chapter 9 of the Bankruptcy Code (Bankr. E.D. Cal. Case No.16-10015) on Jan. 4, 2016. The petition was signed by Alan Germany, the CRO. At the time of the filing, Southern Inyo Healthcare District was estimated to have assets and debt of $1 million to $10 million. SPRINT CORP: S&P Rates New $1BB Junior Guaranteed Notes 'B+' ------------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue-level rating to Overland Park, Kan.-based wireless carrier Sprint Corp.'s proposed $1 billion of junior guaranteed notes due 2028 and placed the rating on CreditWatch with negative implications. S&P also assigned a '2' recovery rating, which indicates its expectation for substantial (70%-90%; rounded estimate: 85%) recovery in the event of payment default. Proceeds from the transaction will be used to refinance near-term debt maturities. In the event that Sprint closes on its merger with T-Mobile US Inc., the proposed notes will be redeemed at par per the mandatory redemption clause in the indenture. As a result, there would be no upside to the rating on this debt issue assuming a merger approval. "We base the CreditWatch placement on this debt issue on the likelihood that we would lower the ratings in lock-step with the issuer credit rating on Sprint if the deal is not approved. Under a no-deal scenario, we could lower our ratings on Sprint at least one notch if we come to the determination that the capital structure is unsustainable longer-term and depending on our view of potential financial support by its parent company, SoftBank Corp.," S&P said. STATION CASINOS: Moody's Assigns Ba3 Rating on New Term Loan A -------------------------------------------------------------- Moody's Investors Service assigned Ba3 ratings to Station Casinos LLC's proposed amended and extended revolver due 2025, term loan A due 2025, and term loan B due 2027. Station's B1 Corporate Family Rating, B1-PD Probability of Default rating, and B3 ratings on the company's recently announced $750 million senior unsecured notes and $550 million 5% senior unsecured notes remain unchanged. The SGL-1 Speculative Grade Liquidity and stable outlook remain unchanged. Proceeds from Station's new proposed revolver, term loan A and term loan B, along with proceeds from the previously announced $750 million (upsized from $500 million) senior unsecured notes, will be used to refinance and reduce revolver outstandings by to $0, refinance all or the majority of the company's existing term loan A, refinance and reduce term loan B outstandings, and pay related fees and expenses. The ratings on Station's existing revolver and term loans are unchanged and will be withdrawn once the transaction closes and if these facilities/tranches are repaid in full. Although the transaction is neutral from a leverage and interest perspective, coupled with the previously announced $750 (upsized from $500 million) notes issuance, the amend and extend of the revolver and term loans is a credit positive as it extends Station's debt maturity profile and increases the size of and availability under the company's revolving credit facility, supporting its very good liquidity profile. Assignments: Issuer: Station Casinos LLC Senior Secured Revolving Credit Facility, Assigned Ba3 (LGD3) Senior Secured Term Loan A, Assigned Ba3 (LGD3) Senior Secured Term Loan B, Assigned Ba3 (LGD3) RATINGS RATIONALE Station's B1 CFR is supported by stable operating results, limited supply growth, solid margins, positive free cash flow before growth capex and very good liquidity. Additionally, the solid economic environment in the Las Vegas region bodes well for continued demand in the locals market. Station is constrained by the slower than expected ramp-up of the redeveloped Palms and Palace Station during 2019, its limited geographic diversification and earnings vulnerability to changes in the general economic environment given the highly discretionary nature of consumer spending on casino gaming. As a casino operator, social risk is elevated, as evolving consumer preferences related to entertainment choices and population demographics may drive a change in demand away from traditional casino-style gaming. The company's financial policy targets to maintain lease-adjusted debt/EBITDA between 4.5x-5.0x over the long term. Over the past two years, significant investment spending on Palace Station and Palms required revolver borrowings while construction disruption and a slow ramp-up has been a drag on EBITDA. As a result, adjusted gross debt/EBITDA will peak in FY19 at around 6.2x (low 6 times range). Moody's estimates that adjusted gross debt-to-EBITDA leverage will decline to between 5.3x - 5.5x in 2020 due to same store EBITDA growth, contributions from Palace Station and Palms and repayment of debt from free cash flow. The ratings take into account the renewal risk related to the company's profitable Native American management agreement with Graton Casino that expires in November 2020. This management agreement represents about 15% of EBITDAM (EBITDA before management fees) and is not expected to be renewed. Moody's expects the loss of this EBITDAM will be largely offset by EBITDA growth given the solid operating environment and contributions from Palms and Palace Station. The stable rating outlook reflects favorable market and economic conditions in the Las Vegas area that will support modest EBITDA growth over the next year. Due to significant investment spending and the ramp-up at both Palace Station and Palms, adjusted debt/EBITDA will peak at in the low 6x range before declining toward 5.3x in 2020 as free cash flow is applied to debt reduction and EBITDA increase from completed projects. Ratings could be upgraded if adjusted debt/EBITDA could be sustained below 4.5x taking into account the potential loss of EBITDA from existing management agreements with Native American tribes. An upgrade would also require the company to have solid liquidity and EBIT/interest coverage of at least 3.0x. Ratings could be downgraded if monthly gaming revenue trends or economic conditions in the Las Vegas metropolitan area were to show signs of sustained deterioration. Additionally, ratings could be lowered if adjusted debt/EBITDA is sustained above its peak estimate of 6.2x or liquidity deteriorates. Station Casinos LLC owns and operates ten major hotel/casino properties and ten smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. Station manages the Graton Resort & Casino located in Sonoma County, CA on behalf of The Federated Indians of Graton Rancheria. The Graton contract has a seven-year term and expires in November 2020. Station's net revenue for the LTM period ended September 30, 2019 was $1.8 billion. Station is owned by Red Rock Resorts, Inc., a publicly traded holding company whose principal asset is Station. Red Rock Resorts owns Station Casinos LLC; The Fertitta family controls approximately 86% of the voting rights and 40% of the economic interest in Red Rock Resorts. The principal methodology used in these ratings was Gaming Industry published in December 2017. STATION CASINOS: S&P Rates Sr. Secured Revolver, Term Loans 'BB-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to Station Casinos LLC's proposed senior secured revolver, term loan A-5, and term loan B-1. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 80%) recovery for lenders in the event of a payment default. The company intends to use the proceeds from the term loans, along with the proceeds from its recently issued $750 million senior unsecured notes, to fully repay its existing revolver borrowings ($457 million outstanding as of Sept. 30, 2019) and term loan B ($1.8 billion outstanding as of Sept. 30, 2019) and fully or partially repay its existing term loan A balance ($245 million outstanding as of Sept. 30, 2019). S&P plans to withdraw its ratings on the company's existing revolver and term loan B once they are repaid. Because this is essentially a debt-for-debt transaction, it does not affect S&P's forecast credit measures or 'B+' issuer credit rating. S&P continues to expect the company's adjusted leverage to improve to the high-4x area in 2020, from the high-5x area as of the end of 2019, due to the investments it made in its Palms and Palace Station properties in 2019. Although S&P forecasts that Station Casinos' adjusted leverage will be modestly below its 5x upgrade threshold, the rating agency would need to believe that any future investment spending would not cause the company to materially breach this threshold before raising its rating. S&P would also need to be confident that company has a sufficient cushion to weather any operating volatility and the loss of its Native American management contract while maintaining adjusted leverage of below 5x. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'BB-' issue-level rating and '2' recovery rating to Station Casinos' proposed senior secured credit facilities. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 80%) recovery for lenders in the event of a default. -- S&P's 'B-' issue-level rating and '6' recovery rating on the company's existing $750 million senior unsecured notes due 2028 and $550 million senior unsecured notes due 2025 remain unchanged. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery for noteholders in the event of a default. -- Although Station intends to use proceeds from the recently issued senior unsecured notes to partially reduce term loan balances, recovery prospects for senior secured lenders do not improve significantly in S&P's simulated default scenario because the impact of lower term loans is partly offset by higher revolver balances assumed at default. The company plans to increase its revolver commitments by around $134 million, and under S&P's default scenario, the rating agency assumes the revolver is 85% drawn at default. Simulated default assumptions -- S&P's simulated default scenario assumes a payment default occurring in 2024 due to a substantial decline in cash flow stemming from prolonged economic weakness and increased competition in the Las Vegas locals market. -- S&P assumes a reorganization following default and used an emergence EBITDA multiple of 7x to value the company given its high-quality owned real estate and leading position in the Las Vegas locals market. Simplified waterfall -- Emergence EBITDA: $336 million -- EBITDA multiple: 7x -- Gross recovery value: $2.35 billion -- Net recovery value (after 5% administrative expenses): $2.23 billion -- Obligor/nonobligor valuation split: 100%/0% -- Estimated first-lien claims (senior secured credit facilities): $2.7 billion -- Recovery expectations: 70%-90% (rounded estimate: 80%) -- Remaining recovery value: $0 -- Estimated unsecured claims and pari passu secured claims: $1.76 billion -- Total value available to unsecured claims: $0 -- Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. STEINWAY MUSICAL: Moody's Raises CFR to B2, Outlook Stable ---------------------------------------------------------- Moody's Investors Service upgraded Steinway Musical Instruments, Inc.'s Corporate Family Rating to B2 from B3 and Probability of Default rating to B2-PD from B3-PD. Moody's also upgraded the company's first lien term loan to B2 from B3. The rating outlook is stable. The upgrade of the CFR reflects Moody's expectation that significant debt reduction over the next year from free cash flow and asset sales will lower leverage and provide greater flexibility to manage Steinway's discretionary and highly cyclical business. A growing presence in Asia as well as greater demand for the company's Spirio player pianos will also lead to improved operating performance and credit metrics Moody's estimates that Debt to EBITDA will improve by about a turn to 2.8x in 2020 from about 3.5x in 2019. Moody's also expects the company to maintain good liquidity and generate approximately $22 million of free cash flow in 2020. Ratings Upgraded: Steinway Musical Instruments, Inc. Corporate Family Rating to B2 from B3; Probability of Default Rating to B2-PD from B3-PD; $235 million first lien senior secured term loan due 2025 to B2 (LGD 4) from B3 (LGD 4) The rating outlook is stable. RATINGS RATIONALE Steinway's B2 CFR reflects the company's moderate scale, narrow product focus, and moderate projected debt to EBITDA financial leverage of about 2.8x in 2020. The rating also reflects the highly discretionary nature and high price points of its products including the flagship Steinway grand piano that leads to meaningful declines in revenue and earnings during cyclical downturns. Steinway is exposed to event risk under hedge fund ownership, but the current management team has more favorably focused on reducing debt to improve financial flexibility. The rating is supported by Steinway's strong brand recognition, high product quality, improving profitability, strong geographic diversification, and breadth of product offerings in musical instruments. The stable outlook reflects Moody's expectation that continued global economic growth and Steinway's ongoing efforts to expand in Asia will lead to revenue and earnings growth over the next 12-to-18 months. Moody's projects the company will also generate comfortably positive free cash flow and debt and leverage to a moderate level in 2020. Financial policy risk under hedge fund ownership is the most meaningful Environmental, Social and Governance (ESG) consideration. The company's small board is comprised of Steinway's chief executive, the chief financial officer, and John Paulson, Steinway's majority shareholder, which concentration creates event risk. Environmental and social considerations are not significant credit considerations but factors such as responsible sourcing and good labor relationship help protect the Steinway's strong and valuable brand image. Moody's could downgrade the ratings if liquidity deteriorates, operating performance weakens, the company pursues a material debt-funded acquisition or shareholder distribution, or sustains debt to EBITDA above 3.5x. Moody's could upgrade the ratings if Steinway maintains stable revenue and earnings growth, sustains strong reinvestment, and generates significantly positive free cash flow. Steinway would also need to sustain a lower debt and reduce debt to EBITDA to a level approaching 2.0x to be considered for an upgrade. The ratings could also be upgraded if expanded scale and product diversity reduces cyclicality. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Steinway Musical Instruments, Inc., headquartered in New York, New York, is one of the world's leading manufacturers of musical instruments. The company's products include Steinway & Sons, Boston and Essex pianos, Selmer Paris saxophones, Bach Stradivarius trumpets, C.G. Conn French horns, King trombones, and Ludwig snare drums. The company is owned by Paulson & Co. Inc. and generates annual revenues of approximately $460 million. STL RENAISSANCE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: STL Renaissance Properties, LLC 27A Poehnert Road Boerne, TX 78006 Business Description: STL Renaissance Properties, LLC is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: January 30, 2020 Court: United States Bankruptcy Court Western District of Texas Case No.: 20-10144 Debtor's Counsel: Jerome A. Brown, Esq. THE BROWN LAW FIRM 13900 Sawyer Ranch Rd. Dripping Springs, TX 78620 Tel: (512) 306-0092 E-mail: jerome@brownbankruptcy.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Cantrell, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/1S4IMv SVENHARD'S SWEDISH: Hires Gary Garrigues as Special Counsel ----------------------------------------------------------- Svenhard's Swedish Bakery, seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Gary Garrigues Law Firm, as special litigation counsel to the Debtor. Svenhard's Swedish requires Gary Garrigues to provide litigation services to the Debtor in the Chapter 11 bankruptcy proceedings. Gary Garrigues will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Gary Garrigues, the firm's founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Gary Garrigues can be reached at: Gary Garrigues, Esq. GARY GARRIGUES LAW FIRM 965 Magnolia Ave Apt 77 Larkspur, CA 94939 Tel: (415) 233-0429 Fax: (415) 945-9530 About Svenhard's Swedish Bakery Svenhard's Swedish Bakery is a privately held company that primarily engaged in manufacturing fresh and frozen bread and other bakery products. Svenhard's Swedish Bakery, based in Fresno, CA, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 19-15277) on Dec. 19, 2019. In the petition signed by David Kunkel, chief operating officer, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Rene Lastreto II is the presiding judge. Derrick Talerico, Esq., at Zolkin Talerico LLP, serves as bankruptcy counsel; and Gary Garrigues Law Firm, is the special litigation counsel. SVENHARD'S SWEDISH: Hires Zolkin Talerico as Counsel ---------------------------------------------------- Svenhard's Swedish Bakery, seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Zolkin Talerico LLP, as counsel to the Debtor. Svenhard's Swedish requires Zolkin Talerico to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Zolkin Talerico will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Derrick Talerico, partner of Zolkin Talerico LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Zolkin Talerico can be reached at: Derrick Talerico, Esq. David B. Zolkin, Esq. ZOLKIN TALERICO LLP 12121 Wilshire Blvd., Suite 1120 Los Angeles, CA 90025 Telephone: (424) 500-8551 Facsimile: (424) 500-8951 E-mail: dtalerico@ztlegal.com dzolkin@ztlegal.com About Svenhard's Swedish Bakery Svenhard's Swedish Bakery is a privately held company that primarily engaged in manufacturing fresh and frozen bread and other bakery products. Svenhard's Swedish Bakery, based in Fresno, CA, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 19-15277) on Dec. 19, 2019. In the petition signed by David Kunkel, chief operating officer, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Rene Lastreto II is the presiding judge. Derrick Talerico, Esq., at Zolkin Talerico LLP, serves as bankruptcy counsel; and Gary Garrigues Law Firm, is the special litigation counsel. TALLGRASS ENERGY: Fitch Lowers LT Issuer Default Rating to BB+ -------------------------------------------------------------- Fitch Ratings downgraded Tallgrass Energy Partners, LP's Long-Term Issuer Default Rating to 'BB+' from 'BBB-'. The senior unsecured rating has been downgraded to 'BB+'/'RR4' from 'BBB-'. The ratings for the IDR and senior unsecured rating remain on Rating Watch Negative. The senior secured rating is 'BBB-' and is Rating Watch Maintained. The RWN is in place given the uncertainty about how Prairie ECI Acquiror, LP will fund the acquisition of the remaining 56% of Tallgrass Energy, LP (TGE; TEP is the operating subsidiary of TGE). Tallgrass Energy Finance Corp.'s senior unsecured rating has been downgraded to 'BB+'/'RR4' from 'BBB-'. TEFC is the co-issuer of TEP senior unsecured notes. The rating also remains on RWN. Fitch expects to resolve the RWN once there is clarity about how the Sponsor will fund the remaining $575 million of financing for the remaining 56% stake in TGE. KEY RATING DRIVERS Leverage Increasing: The downgrade reflects Fitch's concern for increased operational uncertainty with respect to re-contracting at both Rockies Express Pipeline (REX; BBB-/Stable) and Pony Express (Pony). Fitch believes this may weigh on profitability in the near term. Fitch expects TEP's proportionally consolidated leverage (inclusive of REX, but excluding Prairie debt) to be approximately 5.5x and above in 2020 through 2023, and TEP's standalone leverage (TEP debt/TEP adjusted EBITDA - exclusive of REX debt but inclusive of expected cash distributions from REX) of between 4.5x and 4.9x. Previously, Fitch's negative sensitivity for unfavorable rating action included proportionally consolidated leverage (inclusive of REX) on a sustained basis expected above 5.2x in 2020 and beyond would likely lead to a downgrade to 'BB+'. Fitch now expects TEP's operating performance to be slightly worse than previously anticipated. Fitch is now forecasting a decline in both the rate and volume assumptions associated with recontracting at REX and Pony capacity. Furthermore, the RWN remains in place due to the uncertainty about financing a portion of the 56% stake in Tallgrass. There is no assumption made for additional debt at Tallgrass in this scenario. Pending Transaction: In December 2019, Tallgrass Energy, LP (TGE; TEP is the operating subsidiary of TGE) entered an agreement to be acquired by Prairie ECI Acquiror LP (Prairie; B+/Stable) for approximately $3.6 billion. Prairie is a special purpose vehicle created by Blackstone Infrastructure Partners (BIP) and certain other investors. Together, BIP and the other investors already own 44% of the Class A and Class B shares of TGE. The transaction is expected to close in the second quarter of 2020, subject to the satisfaction of customary conditions, including approval of the merger by holders of a majority of the outstanding Class A and Class B Shares of TGE, voting together as a single class. Debt financing at TEP and Prairie will partially fund the acquisition. Recontracting Risk: TEP's ratings reflect significant near-term recontracting risk at REX and Pony. Fitch recognizes that TEP has taken significant steps towards mitigating this risk with recent projects and contractual extensions on both REX and Pony; however, there remains a significant amount of contracted capacity expected to roll off. Favorable oil production fundamentals in the Bakken, Powder River (PRB), and Denver Julesburg (DJ) Basins suggest that TEP should be able to re-contract capacity at Pony at favorable rates. REX recontracting near term is progressing. REX Considerations: REX is a joint venture and accordingly there is no linkage to its sponsors per Fitch's parent-subsidiary linkage. However, REX provides roughly 50% of expected cash flows at TEP. TEP's ratings reflect that a significant portion of its earnings and cash flow are from a 'BBB-' entity with structurally superior debt, while TEP does not have unilateral control of cash distributions, which suggests a deconsolidated approach with TEP's EBITDA adjusted for cash distributions up from its unconsolidated affiliate. Sponsor Relationship: TEP's ratings reflect its stand-alone credit profile with no express linkage to its parent company, Prairie. Tallgrass has a stronger credit profile than its parent. Upon the closing of the transaction to be taken private, TEP will be fully owned by affiliates of Blackstone Infrastructure Partners and certain other investors. Fitch acknowledges that TEP will lose having independent directors on a Board. Importantly, Fitch views the legal ties as weak given that debt at Prairie is non-recourse to TEP and vice versa. There are no cross default provisions between the two entities. Operational ties are moderate. Combining the legal and operational factors, the tie is weak. Accordingly, TEP and Prairie have different IDRs. DERIVATION SUMMARY TEP's ratings reflect its size, scale, simplified structure, and expected earnings and cash flow stability. The ratings consider significant re-contracting risk at REX and Pony Express, both of which have a significant amount of capacity that has had or is expected to have contracts expire in 2019 and 2020. However, given the supply demand dynamics in the region, Fitch believes that REX and Pony should both be able to re-contract some, if not all, of its expiring capacity at lower rates and continue to retain reasonable credit metrics throughout Fitch's current base case forecast (2020-2023). Fitch expects TEP leverage in 2019 on a proportionally consolidated basis inclusive of REX of approximately 4.5x and also expects that leverage to rise in 2020 and 2021 given Fitch's assumptions around recontracting at the pipelines of REX and Pony. Fitch expects TEP's leverage to worsen in 2020 and 2021 on a non-consolidated basis to just below between 4.8x and 5.1x and proportionally consolidated leverage of just over 5.9x for both years based on Fitch assumptions around recontracting. Fitch typically looks for leverage for midstream service providers at the 'BBB-' rating with significant size, scale (typically EBITDA greater than or equal to $500 million), asset diversity, low direct exposure to commodity price volatility, and leverage of between 4.5x and 5.0x. For midstream issuers in the 'BB' rating Fitch typically see issuers with limited geographic or operational diversity and scale (with EBITDA below $500 million) and leverage in the 5.0x to 5.5x range. Tallgrass in each scenario is expected to continue to maintain decent asset diversity and EBITDA, but higher leverage. A comparable for TEP is Boardwalk Pipelines, which is rated 'BBB-' with a Stable Outlook. Boardwalk's operations are largely limited to natural gas pipeline, which possess similar recontracting risks though serve different regions of the country. Boardwalk's run-rate for EBITDA is approximately $800 million per annum, which is in line with TEP inclusive of REX. Boardwalk's 2018 leverage was 4.9x, a rise from 2017 as driven by contract extensions and by 2018 construction spending for projects with shipper contracts where payments start in 2019. BWP's negative sensitivity contemplates downgrade potential at Boardwalk if leverage were at or above 5.5x on a sustained basis, which is better than TEP's suggested sensitivity and reflective of Boardwalk's supportive sponsor in Loews Corp. (Long-Term IDR A/Stable), which recently took BWP private. Another similar comparable peer is Buckeye Partners, LP, which was recently taken private by IFM. Fitch rates Buckeye which has similar size, scale and diversity to Tallgrass and faces similar recontracting risks, though more on crude and refined product storage and transport. Buckeye was downgraded to 'BB' from 'BBB-' associated with its take private transaction with Fitch forecast BPL's YE 2020 leverage closer to 6.0x, but some expectation that IFM may be committed to improving leverage beyond that in 2021. Fitch set Buckeye's negative rating sensitivity for leverage at 6.0x or above at the end of 2021. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Pony expiring capacity in 2019 and 2020 recontracted at lower volumes and rates; -- REX distributions and EBITDA consistent with Fitch's forecast for REX; -- Capital spending of $1.5 billion for the forecast period inclusive of maintenance capex. This capital spending excludes the potential joint venture (JV) with Kinder Morgan given the negotiations around constituting a JV are ongoing, and therefore the possible outcomes for this JV are numerous. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- While favorable rating action is not viewed as likely in the near term, proportionally consolidated leverage (as defined as total debt/adjusted EBITDA inclusive of 75% REX EBITDA and REX debt, but exclusive of holdco debt) at or below 5.6x on a sustained basis. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Inability to re-contract expiring REX or Pony capacity at rates which are supportive of maintaining proportionally consolidated leverage in the range of 5.6x-6.0x. - Negative rating action at REX could potentially lead to negative rating action at TGE. - Significant credit event or credit profile deterioration of any major contracted shipper/customer that significantly impairs cash flow. - A significant customer filing for, or appears to be approaching bankruptcy. - Fitch expects to resolve the Rating Watch Negative once there is clarity about how the Sponsor will fund the remaining $575 million of financing for the remaining 56% stake in TGE. - Should the remaining $575 million of financing all occur at Prairie, the ratings are expected to be affirmed. - Should the $575 million of financing all occur at TEP, the IDR is likely to be downgraded two notches to 'BB-'. - Should the $575 million of financing be equally split between TEP and Prairie, a one notch downgrade 'BB'. LIQUIDITY AND DEBT STRUCTURE Liquidity Adequate: On July 26, 2018, TEP and certain of its subsidiaries entered into an amendment to its existing revolving credit facility. The amendment modified certain provisions of the credit agreement to, among other things, increase the available amount of the TEP revolving credit facility to $2.25 billion, reduce certain applicable margins in the pricing grids used to determine the interest rate and revolving credit commitment fees, modify the use of proceeds to allow TEP to pay off the Tallgrass Equity revolving credit facility, and increase the maximum total leverage ratio to 5.5x. In addition to the 5.5x leverage covenant, the revolver requires TEP maintain a consolidated senior secured leverage ratio of not more than 3.75x and a consolidated interest coverage ratio of not less than 2.5x. As of Sept. 30, 2019, TEP had $1,467 million in borrowings outstanding under its credit facility and was in compliance with its covenants, leaving roughly $783 million in availability. TEP currently has three series of senior unsecured notes outstanding with maturity dates in 2023, 2024 and 2028, so near-term maturities are limited to the revolver, which matures in June 2022. Fitch believes TEP's near-term maturity obligations to be manageable. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch typically adjusts midstream energy companies' EBITDA to exclude equity in earnings of unconsolidated affiliates but includes cash distributions from unconsolidated affiliates. For additional perspective, Fitch evaluates TEP relative to its proportional consolidation-based leverage, which includes pro-rata EBITDA and pro-rata debt of levered JVs. For TEP, in addition to calculating its leverage metrics inclusive of REX distributions as described. Fitch has also proportionally consolidated REX in TEP's leverage calculations to include 75% of REX EBITDA and debt in TEP's metrics amounts proportional to TEP's ownership interest in the pipeline. 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. TEP has a relevance Score of 4 for Group Structure and Financial Transparency as it possesses a complex group structure, with significantly related party transactions and ownership concentration. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. TNT UNDERGROUND: Has Until Feb. 3 to File Plan & Disclosure ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Mississippi convened a hearing to consider the Motion for extension of time to file Disclosure Statement and Plan filed on behalf of debtor TNT Underground Utilities, Inc. On Jan. 14, 2020, Judge Neil P. Olack ordered that TNT UNderground Utilities is granted until and including Feb. 3, 2020, in which to file its Disclosure Statement and Plan. A full-text copy of the order dated Jan. 14, 2020, is available at https://tinyurl.com/vfu63ts from PacerMonitor.com at no charge. The Debtor is represented by: EILEEN N. SHAFFER Post Office Box 1177 Jackson, Mississippi 39201 Tel: (601)969-3006 E-mail: eshaffer@eshaffer-law.com About TNT Underground Utilities TNT Underground Utilities, Inc., a power line and telecommunications infrastructure construction contractor, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 19-02966) on Aug. 19, 2019. At the time of the filing, the Debtor estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Neil P. Olack. Eileen Shaffer, Esq., an attorney based in Jackson, Miss., is serving as counsel to the Debtor. UNIT CORP: Victory Capital No Longer Owns Common Shares ------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Victory Capital Management Inc. disclosed that as of Dec. 31, 2019, it beneficially owns 0 shares of common stock of Unit Corp. A copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/OzH9Tl About Unit Corporation Unit Corporation -- http://www.unitcorp.com/-- is a Tulsa-based, publicly held energy company engaged through its subsidiaries in oil and gas exploration, production, contract drilling, and gas gathering and processing. Unit's Common Stock is listed on the New York Stock Exchange under the symbol UNT. Unit Corporation reported a net loss attributable to the company of $45.29 million for the year ended Dec. 31, 2018. For the nine months ended Sept. 30, 2019, Unit Corp reported a net loss attributable to the company of $218.90 million. * * * As reported by the TCR on Nov. 15, 2019, Moody's Investors Service downgraded Unit Corporation's Probability of Default Rating to Ca-PD from B3-PD, Corporate Family Rating to Caa1 from B3, and senior subordinated notes to Caa2 from Caa1. The downgrade of the PDR reflects Unit's proposed debt exchange offer, which Moody's views to be a distressed exchange. The Caa1 CFR and Caa2 rating on the 2021 notes reflect Moody's view on expected recovery, which is likely to be in the 80%-90% range. Prior to the exchange offer, Unit was contending with depressed commodity prices, looming maturities in a challenged refinancing environment and declining cash flow, Moody's said. As reported by the TCR on Jan. 21, 2020, Fitch Ratings downgraded the Long-Term Issuer Default Rating of Unit Corporation to 'CC' from 'CCC+'. Fitch's downgrade and watch reflect the company's heightened refinancing and liquidity risks associated with pro-longed operational deterioration since its bond exchange announcement. UNITED PF: Moody's Assigns B2 Corp. Family Rating, Outlook Stable ----------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and a B2-PD Probability of Default Rating to United PF Holdings, LLC (New). Moody's also assigned B1 ratings to the company's proposed senior secured first lien credit facilities, consisting of a $40 million revolving credit facility expiring 2025, a $525 million first lien term loan due 2027, and a $65 million delayed draw first lien term loan due 2027. In addition, Moody's assigned a Caa1 rating to the company's proposed $116 million second lien term loan due 2028. The outlook is stable. Proceeds from the new term loans, along with common equity from private equity firm American Securities LLC and management, will be used to finance the acquisition of United PF in a $1.2 billion leveraged buyout transaction including fees and expenses. The following ratings were assigned: Issuer: United PF Holdings, LLC (New) Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured First Lien Revolving Credit Facility, Assigned B1 (LGD3) Senior Secured First Lien Term Loan, Assigned B1 (LGD3) Senior Secured First Lien Delayed Draw Term Loan, Assigned B1 (LGD3) Senior Secured Second Lien Term Loan, Assigned Caa1 (LGD6) Outlook Actions: Outlook, Assigned Stable Ratings assigned are subject to receipt and review of final documentation. Moody's took no action on and will withdraw all ratings under United PF Holdings, LLC (including the B2 CFR) relating to the current capital structure. RATINGS RATIONALE United PF's B2 CFR reflects its initial high Moody's lease adjusted debt-to-EBITDA of 7.0x pro forma for the proposed new debt structure in conjunction with the LBO transaction for the trailing twelve months ended September 30, 2019, as well as the company's small scale with pro forma revenues of about $260 million. United PF's revenue scale and credit metrics are weak for the B2 rating category broadly and compared to other similarly rated fitness industry peers. However, Moody's believes that United PF's history of solid operating performance including the earnings growth trajectory associated with the maturation of newly opened clubs support its ability to reduce leverage to below 6.0x over the next 12 to 18 months and generate breakeven to slightly positive free cash flow after funding new club openings. Moody's views the highly fragmented and competitive fitness club industry as having high business risk given its low barriers to entry, exposure to cyclical shifts in discretionary consumer spending, and high attrition rates. In addition, the rating is constrained by the event and financial policy risk due to private equity ownership. However, United PF's rating is supported by its franchise relationship with Planet Fitness, the US's largest and fastest growing fitness club chain that has a well-recognized national brand name. United PF is the largest franchise operator within the Planet Fitness system. The rating also recognizes United PF's consistently solid performance in key operating metrics such as positive comparable-club revenue growth driven mainly by solid growth in membership count, steadily growing club count and an ability to maintain profitability at mature clubs. The rating is also supported by Moody's expectation for a moderate level of industry growth over the next 12- 18 months, supported by continued favorable US economy and market growth, largely driven by the Planet Fitness franchise system. Additional support is provided by the longer term positive fundamentals for the fitness club industry such as its apparent under penetration and an increased awareness of the importance of fitness. The stable outlook reflects Moody's expectation that debt-to-EBITDA leverage will decline to below 6.0x over the next 12 to 18 months driven by earnings growth. The stable outlook also reflects Moody's expectation that United PF will maintain good liquidity with the $65 million proposed delayed draw term loan being more than sufficient to fund the required growth capital expenditures and any potential acquisitions over the next 12 to 18 months. Given the high initial leverage, an upgrade over the next 12 months is unlikely. However, ratings could be upgraded if United PF maintains mid single-digit comparable club revenue growth while executing on its acquisition and expansion strategy. An upgrade would also require operating performance and financial policies that support debt-to-EBITDA sustained below 4.5x, EBITA/interest expense above 2.0x, and comfortably positive free cash flow after funding new club openings. Ratings could be downgraded if United PF experiences a slowdown in comparable club revenue growth to less than 1% or a weakening in its competitive position. Lower ratings could also be considered if United PF is required to close any clubs due to underperformance or experiences a deterioration in liquidity. Quantitatively, ratings could be downgraded should debt/EBITDA be sustained above 6.0x, EBITA/interest is sustained below 1.25x, or free cash flow (after growth capex) remains negative. The first lien credit agreement contains provisions for incremental debt capacity up to the greater of $58 million and 50% of consolidated pro forma trailing twelve months consolidated EBITDA plus additional amounts subject to a 4.25x pro forma net first lien leverage requirement (if pari passu secured). For junior lien debt, the incremental debt capacity is subject to a 5.5x net total secure leverage test. Moody's estimates the incremental leverage the company can incur adds about 0.5x of first lien leverage and 0.6x total leverage at the close of the transaction. Only wholly owned subsidiaries must provide guarantees; partial dividend of ownership interest could jeopardize guarantees subject to limitation by credit agreement. There are no anticipated "blocker" provisions providing additional restrictions on top of the covenant carve-outs to limit collateral leakage through transfers of assets to unrestricted subsidiaries. There are no leverage-based step-downs to the asset sales proceeds prepayment requirement. The proposed terms and the final terms of the credit agreement can be materially different. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Austin, TX, United PF is the US's largest Planet Fitness franchisee. As of November 30, 2019, pro forma for the acquisitions, United PF owns and operates 168 Planet Fitness clubs serving 1.1 million members in 14 different states. Pro forma revenues are about $260 million. Post the leveraged buyout transaction, the company will be owned by American Securities LLC. VAC FUND HOUSTON: Proposes Sale of Homes ---------------------------------------- VAC Fund Houston, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of (i) three parcels of real property on which are located separate single family homes, and (ii) all other homes owned by the Debtor, in the ordinary course of business. VAC Fund Houston is in the business of buying "fixer-upper" homes, rehabilitating them, and selling them. The Debtor spent almost $18 million buying and renovating 83 homes in the Houston metropolitan, which had been damaged in Hurricane Harvey, from January of 2018 through November of 2019. It has sold 27 of those houses which generated more than $7.2 million in revenues. It currently owns 55 homes and plans to sell them over the next 12 to 18 months. VAC Fund Houston hired The Horizon Team (specifically Rick Shelton) as a real estate agent to list and sell all of the Debtor's homes including the Subject Properties. One property, located at 2402 Encreek Road, Houston, Texas, is currently under a contract for sale. It was listed for sale on Oct. 3, 2019 by VAC Fund Houston. On Oct. 24, 2019, VAC Fund Houston, as seller, agreed to sell the 2402 Encreek Road property to Jose Gonzalez for $265,000. Jose Gonzalez, as the Buyer has hired Veronica Mendoza of Veronica Mendoza Realty, LLC as the real estate agent to help with the purchase of the Property. The Property is subject to financing through an FHA Loan in the amount of $252,500 over 30 years, with interest not to exceed 3.7%. A second property, located at 2319 Encreek Road, Houston, Texas is also currently under contract for sale. This home is being purchased by Harris County Flood Control District pursuant to a buyback program. This property went under contract on Dec. 26, 2019 in which Harris County Flood Control District agreed to pay $210,000 for the home. A third property, located at 14919 Bramblewood Drive, Houston, Texas is the third home currently under contract for sale. This home was listed for sale on Oct. 3, 2019 by VAC Fund Houston. On Dec. 17, 2019, VAC Fund Houston, as the Deller, agreed to sell the 14919 Bramblewood Drive home to Clinton Emshoff and Cristin Emshoff for $480,000. The Emshoff's have hired Chase Fabling of RE/Max Westside as the real estate agent to help with the purchase of the property. The Property is subject to financing through a conventional 30-year loan in the amount of $384,000, with interest not to exceed 3.8%. For the same reasons as defined, VAC Fund Houston should be permitted to sell the other homes without notice or a hearing. Currently, VAC Fund Houston owns a total of 55 homes. The three houses identified above are currently under contract. And, an additional 52 homes are currently listed for sale, but are not under contract. If permitted, VAC Fund Houston will only sell or lease the remaining homes so long as the price of each house is equal to the amount owed to the lender secured by that property, plus all closing costs, plus an additional amount which will be not be less than 5% which will be paid to the Debtor. This approach will pay in full Lending Home and Genesis and ensure a substantial return to unsecured creditors. It also will save substantial administrative costs and avoid substantial delay that would result from another 52 sale motions and hearings for each and every home. About VAC Fund Houston VAC Fund Houston, LLC, a Nevada-based company engaged in activities related to real estate, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 19-17670) on Dec 2, 2019, disclosing $15,948,556 in total assets and $17,369,695 in liabilities. The petition was signed by Christopher Shelton, trustee of VAC Fund Houston Trust, manager of Debtor. Judge Mike K. Nakagawa oversees the case. Christopher R. Kaup, Esq., at Tiffany & Bosco, P.A., is the Debtor's legal counsel. VENUS CONCEPT: Registers 16.4M Shares for Possible Resale --------------------------------------------------------- Venus Concept Inc. filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the resale, from time to time, by certain selling stockholders of up to 16,387,026 shares of the Company's common stock, par value $0.0001 per share, which includes (i) 12,465,110 issued and outstanding shares of Common Stock and (ii) 3,921,916 shares of Common Stock issuable upon exercise of certain outstanding warrants to purchase Common Stock issued and sold by the Company. The Company is not selling any shares of Common Stock under this prospectus and will not receive any proceeds from the sale of shares of Common Stock by the selling stockholders. To the extent the Warrants are exercised for cash, if at all, the Company will receive the exercise price of those Warrants; however, the Company cannot predict when or if the Warrants will be exercised and it is possible that the Warrants may expire and never be exercised, in which case the Company would not receive any cash proceeds. The selling stockholders will bear all commissions and discounts, if any, attributable to the sale of the shares. The Company will bear all costs, expenses and fees in connection with the registration of the shares of Common Stock and the shares of Common Stock issuable to the selling stockholders upon the exercise of the Warrants. The Company's Common Stock is listed on the Nasdaq Global Market under the symbol "VERO." On Jan. 30, 2020, the closing price of the Company's Common Stock was $7.31 per share. A full-text copy of the registration statement is available for free at the SEC's website at: https://is.gd/Q75z3l About Venus Concept Venus Concept fka Restoration Robotics, Inc. is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic technologies and related practice enhancement services. Grant Thornton LLP, in Denver, CO, the Company's auditor since 2008, issued a "going concern" qualification in its report dated March 20, 2019, citing that the Company has incurred net operating losses, negative cash flows from operations since inception, and has an accumulated deficit as of Dec. 31, 2018. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. Restoration Robotics incurred a net loss of $28.73 million in 2018, a net loss of $17.84 million in 2017, and a net loss of $21.85 million in 2016. As of Sept. 30, 2019, the Company had $20.75 million in total assets, $42.55 million in total liabilities, and a total stockholders' deficit of $21.80 million. VIA AIRLINES: Feb. 28 Combined Plan & Disclosure Hearing Set ------------------------------------------------------------ Debtor Via Airlines, Inc., d/b/a Charter Air Transport, filed with the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, a Disclosure Statement and a Plan of Reorganization. On Jan. 14, 2020, Judge Karen S. Jennemann conditionally approved the Disclosure Statement and established the following dates and deadlines: * Feb. 28, 2020, at 9:00 a.m. in Courtroom 6A, 6th Floor, George C. Young Courthouse, 400 West Washington Street, Orlando, FL 32801 is the evidentiary hearing to consider and rule on the disclosure statement and any objections or modifications and, if the Court determines that the disclosure statement contains adequate information within the meaning of 11 U.S.C. Sec. 1125, to conduct a confirmation hearing, including hearing objections to confirmation, 11 U.S.C. Sec. 1129(b) motions, applications of professionals for compensation, and applications for allowance of administrative claims. * Creditors and other parties in interest shall file with the clerk their written acceptances or rejections of the plan (ballots) no later than seven days before the date of the Confirmation Hearing. * Any party desiring to object to the disclosure statement or to confirmation will file its objection no later than seven days before the date of the Confirmation Hearing. * In accordance with Local Bankruptcy Rule 3018−1, the debtor shall file a ballot tabulation no later than four days before the date of the Confirmation Hearing. A full-text copy of the order dated January 14, 2020, is available at https://tinyurl.com/vcxq47u from PacerMonitor.com at no charge. About Via Airlines Via Airlines, Inc., is a United States domestic regional airline offering scheduled service across the United States. Via Airlines sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-06589) on Oct. 8, 2019. The Debtor was estimated to have $10 million to $50 million in assets and liabilities as of the bankruptcy filing. Latham, Luna, Eden & Beaudine, LLP, is the Debtor's counsel. WD-I ASSOCIATES: Drayton-Parker Buying Parcel E for $1.9 Million ---------------------------------------------------------------- WD-I Associates, LLC, filed with the U.S. Bankruptcy Court for the District of South Carolina a notice of its proposed sale of a parcel of real property in Hilton Head, South Carolina ("Parcel E"), together with the leases and the business operated thereon ("Shopping Center"), to Drayton-Parker Companies, LLC for $1,875,000, subject to higher and better offers. WD-I is a single asset real estate entity that owns seven parcels of real property in Hilton Head, South Carolina. The Shopping Center includes: a. Parcel A - This is a .64-acre parcel which is subject to a lease for a Starbucks coffeehouse. b. Parcel B is a parcel with a building subject to a lease with SteinMart for a 29,530 square foot space. c. Parcel C is a parcel with a building currently divided into four suites. i) Suite 103 is a 13,233 square foot space occupied by West Marine; ii) Suite 105 is a 3,200 square foot space that is currently vacant; iii) Suite 109 is an 18,200 square foot space that is currently vacant; d. Suite 120 is an 18,000 square foot space occupied by Petsmart. e. Parcel D is a 2.79-acre parcel of undeveloped land. f. Parcel E. The description for Parcel E is included as part of Exhibit A to the Contract of Sale (Exhibit 1). g. Parcel F is a .26-acre parcel with a building containing approximately 10,000 square feet of space divided into five suites. i) Suite 301 - 3,086 square feet of space subject to a lease with Another Broken Egg Café. ii) Suite 302 - 1,400 square feet of space that is subject to a lease with Dream Boutique. Dream Boutique is default under the lease and the Debtor is taking appropriate steps to evict the tenant; iii) Suite 303 - 1,470 square feet of space that is subject to a lease with Island Nails and Spas; iv) Suite 304 - 1,400 square feet of space that is currently vacant; v) Suite 305 - 2,595 square feet of space which is currently vacant; h. Parcel G is a parcel with a building containing approximately 4,900 square feet of space divided into two suites. i) Suite 201 - 1,200 square feet of space subject to a lease with Jersey Mike's; ii) Suite 202-204 - 3,645 square of space subject to a lease with Orange Theory Fitness. By a Construction Loan Agreement dated Sept. 28, 2016, BOKF, provided a loan to the Debtor as evidenced by a promissory note dated September 28, 2016 from Borrower in favor of Bank of Arkansas in the face amount of $16 million ("Senior Note"). The Senior Note is secured by, among other things, a lien against the seven parcels of real property owned by the Debtor in the County of Beaufort in the State of South Carolina pursuant to a Mortgage of Real Estate and Security Agreement dated Sept. 28, 2016. The Mortgage was recorded in the Beaufort County Office of the Register of Deeds on Sept. 29, 2016. The Mortgage constitutes a first lien against Parcel E. The Senior Note is also secured by (a) an Assignment of Rents and Leases from the Debtor to Bank of Arkansas, which Assignment of Rents was recorded in the Real Estate Records on Sept. 29, 2016; (b) a financing statement filed in the Real Estate Records; and (c) a financing statement filed with the Virginia State Corp. Commission. The Senior Note, in November of 2017, was increased from $16 million to $20 million. The Mortgage and Assignment of Rents were modified to account for the increase in the amount of the Senior Note. On Sept. 28, 2016, the Debtor executed and delivered certain promissory notes in favor of Pineland Associates II, LLC and Wheeler REIT, L.P. which total $12. The Note payable to Wheeler REIT, L.P. is in the amount of $11 million and the note payable to Pineland Associates II, LLC is in the amount of $1 million. Wheeler REIT, L.P. is the sole member of Pineland Associates II, LLC. The Subordinated Notes are secured by a subordinated lien against the Real Property by virtue of a Second Mortgage of Real Estate and Security Agreement dated Sept. 28, 2016, for the benefit of the Subordinated Lenders. The Second Mortgage was recorded in the Real Estate Records on Sept. 29, 2016. There is no assignment of rents in favor of the Subordinated Lenders. The Subordinated Notes and Second Mortgage are subject to subordination agreements in favor of Bank of Arkansas. The Second Mortgage constitutes a second lien against Parcel E. Prior to the Petition Date, the Debtor employed Lee & Associates Charleston, LLC to market and sell or lease its real property. The Debtor has negotiated a Contract of Sale with Parker for Parcel E. The Parcel E Sale Agreement generally provides, among other things, that the Debtor will sell Parcel E to Parker upon the following terms: a. Purchase price of $1,875,000; b. Deposit of $25,000; c. A 120-Day inspection period, which commences when the Debtor obtains Court approval of the Parcel E Sale Agreement and waiver by another tenant of a fuel restriction against Parcel E. During Parker’s inspection period, Parker will obtain (i) approval of a site plan, (ii) zoning changes, and (iii) appropriate permits and authorizations for Parker's intended use of Parcel E as a convenience store retailer. d. Ability of the Debtor to assign the Parcel E Sale Agreement to the purchaser of the entire Shopping Center. The Parcel E Sale Agreement is conditioned upon entry of a sale order by the Bankruptcy Court and endorsement of the sale order by the Debtor’s secured lenders. After signing the Parcel E Sale Agreement, the Debtor solicited stalking horse offers for the Shopping Center, including Parcel E. The stalking horse offer of MidAtlantic Commercial Properties, LLC, which contained the highest and best offer for the Shopping Center (including Parcel E), was expressly contingent upon the sale of Parcel E lot free and clear of the Parcel E Sale Agreement. Other stalking horse offers received by the Debtor were expressly contingent upon receiving an assignment of the Parcel E Sale Agreement. The Debtor entered into a Real Estate/Purchase Agreement with the Morgan Group and requested that the Court approves certain bidding procedures. The Debtor filed the Bidding Procedures Motion. After receiving the stalking horse offer of the Morgan Group, the Bank of Arkansas did not support the filing of a motion to approve the sale of Parcel E to the Purchaser and indicated that it would not endorse a sale order approving the Parcel E Sale Agreement. Parker filed an objection to the Sale Motion and the Bidding Procedures Motion. A hearing on the Sale Motion and Bidding Procedures Motion was scheduled for and conducted on Dec. 11, 2019. The Court overruled the objection of Parker to the Sale Motion and Bidding Procedures Motion. At the conclusions of the hearing on the Sale Motion and Bidding Procedures Motion, the parties agreed that the Debtor would file the instant motion which will be considered by the Court in the event that the person tendering the highest and best offer for the Shopping Center desires to receive as assignment of the Parker Contract. In the event that the person tendering the highest and best offer for the Shopping Center desires to receive an assignment of the Parcel E Sale Agreement, then the Debtor asks that the Court approves it so that the Parcel E Sale Agreement can be assigned to the purchaser of the Shopping Center. The price offered by Parker is in excess of the amounts offered by other interested purchasers for Parcel E. Lee & Associates has marketed Parcel E widely and believes that the offer set forth in the Parcel E Sale Agreement constitutes the highest and best price for Parcel E as stand-alone parcel. The Debtor asks that if the person tendering the highest and best price for the Shopping Center desires to receive an assignment of the Parcel E Sale Agreement, the Court enters an order approving the sale of Parcel E to Parker upon the terms. A hearing on the Motion is set for Jan. 28, 2020 at 9:30 a.m. Objections, if any, must be filed within 21 days of service of the Notice. A copy of the Contract is available at https://tinyurl.com/u4wzc95 from PacerMonitor.com free of charge. About WD-I Associates, LLC WD-I Associates, LLC is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). The company is the fee simple owner of land and improvements known as Sea Turtle Marketplace, which has an appraised value of $20.5 million. The property is located at 430 William Hilton Parkway, Hilton Head Island, S.C. WD-I Associates sought protection for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 19-02517) on May 7, 2019. In the petition signed by Jon Wheeler, manager of WD-I Management, LLC, the Debtor disclosed $22,809,092 in assets and $33,582,202 in total liabilities. Judge John E. Waites presides over the case. Kevin Campbell, Esq. at Campbell Law Firm, P.A., is the Debtor's counsel. WELBILT INC: Moody's Affirms B2 CFR, Outlook Stable --------------------------------------------------- Moody's Investors Service affirmed the ratings of Welbilt, Inc., including the B2 Corporate Family Rating, B2-PD Probability of Default, and the B1 senior secured and Caa1 senior unsecured debt ratings. The Speculative Grade Liquidity rating is SGL-2. The rating outlook is stable. RATINGS RATIONALE The ratings reflect Welbilt's well-established position in its commercial food equipment markets, benefiting from its global footprint, product diversity and leading brands. The company also has longstanding relationships with large chain customers and dealers. These factors support a large installed base that should provide recurring revenue from aftermarket demand and continue to drive relatively healthy margins. However, Welbilt will continue to face near term earnings pressure from softness in its general market and delays in large chain projects amidst a slowing macroeconomic environment, likely through 2020. These top line headwinds, along with cost pressures from labor, overhead absorption and commodity price volatility, could slow the timing for the company to achieve targeted savings from its business transformation. As well, Welbilt operates in a highly competitive landscape that will continue to challenge its focus on pricing discipline. Even with long term organic growth for commercial food equipment likely to be modest, there is potential for profit to increase but it will likely come from a focus on cost efficiency and further rationalization of overhead and fixed costs. Moody's anticipates that demand fundamentals, pricing actions and cost savings from restructuring initiatives will nonetheless support EBITDA margins in the high teens and debt/EBITDA that falls towards the mid 4x range through 2021 (all metrics including Moody's adjustments). The SGL-2 speculative grade liquidity rating denotes good liquidity based on Moody's expectation of free cash flow to exceed $75 million in 2020, ample availability under the $400 million revolving credit facility and no near term debt maturities. From a corporate governance perspective, Welbilt's relatively new executive management team implemented a number of measures to optimize results, and there is some indication of progress to a lower level of financial leverage, consistent with the relatively low growth, cyclical and competitive nature of the industry. Moody's does not anticipate meaningful share repurchases or a dividend. The B1 senior secured debt rating, one notch above the CFR, reflects the priority of claim among the liabilities because of the security interest in substantially all of Welbilt's assets as well as the loss absorption provided by the senior unsecured debt. The Caa1 senior unsecured rating reflects the junior position and lower expected recovery of this debt class compared to the secured claims. The stable outlook reflects prospects for Welbilt to sustain healthy margins despite near term top line pressures, with credit metrics to improve aided by pricing actions and as the business transformation initiatives reduce cash restructuring costs and drive earnings growth over the next 12-18 months. Moody's also anticipates the company will maintain good liquidity, although near term free cash flow will be constrained as the company invests for longer term efficiency. The following rating actions were taken: Affirmations: Issuer: Welbilt, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5) Outlook Actions: Issuer: Welbilt, Inc. Outlook, Remains Stable The ratings could be upgraded with sustained organic revenue growth at least at market levels and evidence of solid pricing, along with meaningful margin expansion from the business restructuring underway. The expectation that debt/EBITDA would be sustained below 4.5x and free cash flow to debt sustained at least in the high single digits would also be important considerations. The ratings could be downgraded with weakening liquidity, expectations of declining revenues or a deterioration in margins. A lack of progress with achieving targeted cost savings from the business transformation initiatives could also weigh on the ratings. Downward ratings pressure could also occur with debt/EBITDA expected to remain above 6x or interest coverage metrics that deteriorate. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Welbilt, Inc., based in New Port Richey, Florida, is a global manufacturer and designer of commercial foodservice equipment, including refrigeration, ice-making, cooking, and beverage dispensing products for use in commercial food preparation applications. Revenues for the last twelve months ended September 30, 2019 were approximately $1.62 billion. WOODSTOCK REALTY: Plan & Disclosures Due Feb. 3 ----------------------------------------------- Debtor Woodstock Realty, LLC, filed with the U.S. Bankruptcy Court for the District of Connecticut a Motion to modify the timetable order and to reschedule the hearing on motion for relief from stay. On Jan. 14, 2020, Judge James J. Tancredi ordered that: * the Motion is granted; * the order setting forth timetable for the filing and confirmation of a Plan of Reorganization dated Nov. 25, 2019, will be modified for the Debtor to have until Feb. 3, 2020, in which to file a Plan and Disclosure Statement and April 10, 2020, to obtain confirmation of a Plan of Reorganization; and * the hearing to consider the amended motion for relief from the automatic stay on behalf of TD Bank, N.A. or in the alternative, dismissal of the Debtor's Chapter 11 case dated October 11, 2019, is continued to Feb. 27, 2020, at 2:00 p.m. A full-text copy of the order dated Jan. 14, 2020, is available at https://tinyurl.com/wgd37of from PacerMonitor.com at no charge. About Woodstock Realty Woodstock Realty, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 19-20916) on May 29, 2019. The Petition was signed by Jon W. Baker, member. The Debtor is estimated to have under $1 million in both assets and liabilities. Gregory F. Arcaro, Esq., Grafstein & Arcaro, is counsel to the Debtor. ZOTEC PARTNERS: S&P Alters Outlook to Positive, Affirms 'B-' ICR ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' rating on Carmel, Ind.-based revenue cycle management provider Zotec Partners LLC and revised the outlook on Zotec to positive from stable. Issue-level ratings remain unchanged. The positive outlook reflects S&P's belief that the company will continue to expand its EBITDA margins and improve financial performance, maintaining leverage below 5x and generating free operating cash flow (after capital expenditure, including capitalized software development costs) above $15 million. S&P expects continued operating performance will result in increased free cash flow generation and reduction of debt in 2020. Zotec has outperformed the rating agency's prior expectations. S&P expects organic growth, expansion in relationships with its largest customers, and new contract volume will drive high-single-digit revenue growth in 2020, moderating to the low-double-digits in 2021. S&P expects adjusted EBITDA margins will improve to about 30%, and the rating agency continues to expect minimal working capital usage of about $5 million annually. It expects elevated capital expenditures of about $35 million in 2020 to decrease to about $20 million in 2021 (including spending on capitalized development costs). While S&P believes Zotec will likely pursue growth through acquisitions and return cash to owners, the rating agency expects leverage to remain below 5x. The positive outlook reflects S&P's expectations that EBITDA expansion from continued organic growth and new contracts will keep Zotec's leverage below 5x on a sustained basis. "We could revise the outlook to stable if Zotec experiences stronger-than-expected competition, leading to margin pressure or customer losses. We could also revise the outlook to stable if we believe owners will adopt a more aggressive dividend policy that might lead to deterioration of credit metrics," S&P said. "We could raise the rating if the company demonstrates a commitment to maintaining leverage below 5x on a sustained basis and its operating performance and cash flows remain solid. We could also raise the rating if management adopts a more independent board and we develop confidence that owners will not take any significant debt-financed dividends that might lead to deterioration of credit metrics," the rating agency said. [^] BOND PRICING: For the Week from January 27 to 31, 2020 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 24 Hour Fitness Worldwide Inc HRFITW 8.000 46.339 6/1/2022 24 Hour Fitness Worldwide Inc HRFITW 8.000 46.798 6/1/2022 Alta Mesa Holdings LP / Alta Mesa Finance Services Corp ALTMES 7.875 1.500 12/15/2024 Approach Resources Inc AREX 7.000 1.863 6/15/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 10.000 6/15/2021 Bristow Group Inc BRS 6.250 5.815 10/15/2022 Bristow Group Inc BRS 4.500 5.875 6/1/2023 California Resources Corp CRC 8.000 33.699 12/15/2022 California Resources Corp CRC 5.500 43.420 9/15/2021 California Resources Corp CRC 6.000 27.179 11/15/2024 California Resources Corp CRC 8.000 34.327 12/15/2022 California Resources Corp CRC 6.000 30.479 11/15/2024 Chaparral Energy Inc CHAP 8.750 40.004 7/15/2023 Chaparral Energy Inc CHAP 8.750 39.857 7/15/2023 Chukchansi Economic Development Authority CHUKCH 9.750 49.759 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 49.750 5/30/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 Dean Foods Co DF 6.500 19.000 3/15/2023 Dean Foods Co DF 6.500 19.750 3/15/2023 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 2.750 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 6.375 0.500 6/15/2023 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 2.000 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 2.561 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 2.184 2/15/2025 EQT Corp EQT 2.500 99.988 10/1/2020 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 39.581 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 41.666 7/15/2023 Federal Farm Credit Banks Funding Corp FFCB 2.600 99.789 1/28/2028 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 49.849 6/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 50.956 6/15/2020 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 2.362 4/1/2023 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 2.960 4/1/2023 Frontier Communications Corp FTR 8.500 46.971 4/15/2020 Frontier Communications Corp FTR 10.500 45.682 9/15/2022 Frontier Communications Corp FTR 7.125 46.831 1/15/2023 Frontier Communications Corp FTR 6.250 44.999 9/15/2021 Frontier Communications Corp FTR 8.750 45.341 4/15/2022 Frontier Communications Corp FTR 9.250 45.243 7/1/2021 Frontier Communications Corp FTR 8.875 44.180 9/15/2020 Frontier Communications Corp FTR 10.500 45.441 9/15/2022 Frontier Communications Corp FTR 10.500 45.441 9/15/2022 Global Eagle Entertainment Inc ENT 2.750 43.302 2/15/2035 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 High Ridge Brands Co HIRIDG 8.875 0.353 3/15/2025 Hornbeck Offshore Services Inc HOSS 5.000 28.754 3/1/2021 JPMorgan Chase Bank NA JPM 2.199 99.691 2/1/2021 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.250 28.000 10/15/2025 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.250 26.645 10/15/2025 Liberty Media Corp LMCA 2.250 57.060 9/30/2046 MAI Holdings Inc MAIHLD 9.500 21.000 6/1/2023 MAI Holdings Inc MAIHLD 9.500 20.210 6/1/2023 MAI Holdings Inc MAIHLD 9.500 20.300 6/1/2023 MF Global Holdings Ltd MF 9.000 15.596 6/20/2038 MF Global Holdings Ltd MF 6.750 15.625 8/8/2016 Mashantucket Western Pequot Tribe MASHTU 7.350 16.000 7/1/2026 McDermott Technology Americas Inc / McDermott Technology US Inc MDR 10.625 12.661 5/1/2024 McDermott Technology Americas Inc / McDermott Technology US Inc MDR 10.625 14.063 5/1/2024 Murray Energy Corp MURREN 12.000 0.001 4/15/2024 Murray Energy Corp MURREN 12.000 0.815 4/15/2024 NWH Escrow Corp HARDWD 7.500 49.502 8/1/2021 NWH Escrow Corp HARDWD 7.500 49.502 8/1/2021 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 33.017 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 33.041 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 32.767 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 32.633 10/25/2024 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 3.817 5/15/2019 Northwest Hardwoods Inc HARDWD 7.500 45.000 8/1/2021 Northwest Hardwoods Inc HARDWD 7.500 48.744 8/1/2021 OMX Timber Finance Investments II LLC OMX 5.540 0.573 1/29/2020 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 59.980 6/1/2021 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 59.980 6/1/2021 Pioneer Energy Services Corp PESX 6.125 23.729 3/15/2022 Powerwave Technologies Inc PWAV 3.875 0.020 10/1/2027 Powerwave Technologies Inc PWAV 3.875 0.020 10/1/2027 Pyxus International Inc PYX 9.875 63.254 7/15/2021 Pyxus International Inc PYX 9.875 54.000 7/15/2021 Pyxus International Inc PYX 9.875 62.785 7/15/2021 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rolta LLC RLTAIN 10.750 10.381 5/16/2018 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 16.410 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 16.617 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 16.410 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 16.617 11/1/2021 Sanchez Energy Corp SNEC 7.750 5.450 6/15/2021 Sanchez Energy Corp SNEC 6.125 4.950 1/15/2023 Sears Holdings Corp SHLD 8.000 1.030 12/15/2019 Sears Holdings Corp SHLD 6.625 11.875 10/15/2018 Sears Holdings Corp SHLD 6.625 9.288 10/15/2018 Sears Roebuck Acceptance Corp SHLD 7.500 1.087 10/15/2027 Sears Roebuck Acceptance Corp SHLD 7.000 0.849 6/1/2032 Sears Roebuck Acceptance Corp SHLD 6.500 0.800 12/1/2028 Sears Roebuck Acceptance Corp SHLD 6.750 0.651 1/15/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Stearns Holdings LLC STELND 9.375 45.416 8/15/2020 Stearns Holdings LLC STELND 9.375 45.416 8/15/2020 Summit Midstream Partners LP SMLP 9.500 51.563 N/A Tapstone Energy LLC / Tapstone Energy Finance Corp TAPENE 9.750 0.690 6/1/2022 Tapstone Energy LLC / Tapstone Energy Finance Corp TAPENE 9.750 0.575 6/1/2022 Techniplas LLC TECPLS 10.000 84.280 5/1/2020 Techniplas LLC TECPLS 10.000 84.280 5/1/2020 Teligent Inc/NJ TLGT 4.750 34.750 5/1/2023 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Tesla Energy Operations Inc/DE TSLAEN 3.600 89.886 3/26/2020 Tesla Energy Operations Inc/DE TSLAEN 3.600 89.886 5/21/2020 Tesla Energy Operations Inc/DE TSLAEN 3.600 89.886 5/14/2020 Tesla Energy Operations Inc/DE TSLAEN 3.600 89.886 4/23/2020 Transworld Systems Inc TSIACQ 9.500 25.718 8/15/2021 Transworld Systems Inc TSIACQ 9.500 25.718 8/15/2021 UCI International LLC UCII 8.625 4.780 2/15/2019 Ultra Resources Inc/US UPL 7.125 6.686 4/15/2025 Ultra Resources Inc/US UPL 6.875 11.490 4/15/2022 Ultra Resources Inc/US UPL 6.875 11.350 4/15/2022 Ultra Resources Inc/US UPL 7.125 6.947 4/15/2025 Unit Corp UNTUS 6.625 43.536 5/15/2021 VIVUS Inc VVUS 4.500 86.456 5/1/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.500 15.000 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 6.375 13.213 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 6.375 13.625 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.750 12.810 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.750 11.523 10/1/2021 Windstream Services LLC / Windstream Finance Corp WIN 8.750 12.810 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.750 13.136 10/15/2020 rue21 inc RUE 9.000 1.456 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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