/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200206.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, February 6, 2020, Vol. 24, No. 36 Headlines 203 WYCKOFF: Case Summary & 3 Unsecured Creditors 41-23 HAIGHT STREET: Trustee Taps Troutman as Special Counsel ACPRODUCTS INC: S&P Affirms 'B' ICR; Outlook Positive ADAMIS PHARMACEUTICALS: First Manhattan Reports 0% Equity Stake ALLEGIANT TRAVEL: Moody's Gives Ba3 Rating to Term Loan B Due 2024 ALTA MESA: KFM Debtors Set Bidding Procedures for All Assets AMERICAN COMMERCIAL: Enters Into RSA with Term Loan Lenders AMERICORE HOLDINGS: Seeks OK on $75K Cash Use for St. Alexius AMERICORE HOLDINGS: St. Alexius Hospital Has Access to $75,000 Cash AMN HEALTHCARE: S&P Alters Outlook to Negative, Affirms 'BB' ICR ARCHBISHOP OF AGANA: Plan Has $21M for Tort Claims ARR INVESTMENTS: Bautista Objection to Disclosures Sustained ASBURY AUTOMOTIVE: Moody's Assigns B1 Rating to New Unsec. Notes BAHIA DEL SOL: Triangle Asks Extension to Reply to Property Sale BASIC ENERGY: S&P Lowers ICR to 'CCC+' on Unsustainable Leverage BATTERS BOX: Seeks Court Approval to Hire Accountant BERNARD B. LENNON: Proposes Auction of Personal Property BIOCLINICA HOLDING I: Moody's Alters Outlook on Caa1 CFR to Pos. BLACKSTONE CQP: S&P Affirms 'B' ICR; Outlook Stable BODY TRANSIT: Seeks to Hire Center City Law as Counsel BRIGHT MOUNTAIN: Closes $1.5 Million Initial Unit Offering BUHLER-FREEMAN: March 3 Disclosure Statement Hearing Set BURLINGTON PAVERS: Voluntary Chapter 11 Case Summary CABRERA INVESTMENTS: BofA Objects to Disclosure Statement CADIZ INC: Inks First Amendment to EPNG Purchase Agreement CATALINA SEA: Sets Bidding Procedures for All Assets CATSKILL DISTILLING: Asks Court to Permit Use of Cash Collateral CELADON GROUP: 3400 Market Buying York Property for $9.25M CELADON GROUP: Selling Hyndman's Ayr Property for CAD$12 Million CENTURY TOWNHOMES: Has Until March 24 to File Plan & Disclosures CHILLER SERVICES: Proposes Feb. 25 Auction of Personal Property COALINGA REGIONAL: March 31 Plan Confirmation Hearing Set COMMUNITY HEALTH: BlackRock Has 14.5% Stake as of Dec. 31 CORNERSTONE PAVERS: Voluntary Chapter 11 Case Summary CTOS LLC: Moody's Affirms B2 CFR & Alters Outlook to Stable DEBT RESOLVE: Case Summary & 20 Largest Unsecured Creditors DELPHI COMMUNITY SCHOOL: S&P Affirms 'BB+' Bond Rating DESERT LAND: April 30 Bid Deadline Set for Las Vegas Strip DUNCAN MORGAN: Trustee Wants Until April 6 to File Plan DURR MECHANICAL: Steamfitters Buying Equipment for $40K DYNASTY ACQUISITION: S&P Affirms 'B' ICR; Outlook Stable EARTH FARE: To Commence Store Inventory Liquidation Sales EASTERN NIAGARA: Seeks Court Approval to Hire Special Counsel EASTERN NIAGARA: Seeks to Hire Hunt Commercial as Broker ENLINK MIDSTREAM: S&P Affirms 'BB+' ICR; Outlook Stable EUROPEAN FOREIGN: Exclusivity Period Extended to April 23 F & T SPIRITS: Selling Liquor Licenses to Coppola & Palaka FIRST AMERICAN: Moody's Affirms 'B2' CFR, Outlook Stable FLEXENTIAL INTERMEDIATE: S&P Alters Outlook to Neg., Affirms B- ICR FORTRESS TRNSP: Moody's Hikes CFR to Ba3, Outlook Stable FRANK INVESTMENTS: Has Until Feb. 10 to File Chapter 11 Plan GEA SEASIDE: Unsecured Creditors to Recover 2% in 5 Years in Plan GERALDINE R. ROSINE: Trustee Selling El Sobrante Property for $250K GIGA TRONICS: Extends Maturity Date of $825K Loan to March 1, 2021 GL BRANDS: Sept. 30 Quarter Results Cast Going Concern Doubt GOLDEN-GLO CARPET: Seeks Court Approval to Hire Special Counsel GRAMERCY GROUP: Court Confirms Second Amended Plan GRIFFON CORP: Fitch Rates $800MM Sr. Unsecured Notes 'B+' GRIFFON CORP: Moody's Alters Outlook on B1 CFR to Stable HARGRAY COMMUNICATIONS: Moody's Affirms B2 CFR, Outlook Stable HARLAND CLARKE: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable HARMONIA WELLNESS: Case Summary & 20 Largest Unsecured Creditors HARRAH WHITES: Feb. 25 Disclosure Statement Hearing Set HIGH TIDE TRANSPORT: Feb. 24 Plan & Disclosure Hearing Set HOLLYWOOD ONE: Asks to Continue Sale Motion Hearing to March 5 HORIZON THERAPEUTICS: Moody's Alters Outlook to Ba3 CFR to Positive IBIS NETWORKS: Feb. 24 Plan & Disclosure Hearing Set ILLINOIS STAR: Marion Center Buying Mario Property for $3.2M INDEPENDENCE PROPERTIES: Voluntary Chapter 11 Case Summary INTERRA INNOVATION: Proposes Feb. 28 Auction of Property JAMES SKEFOS: Apple Buying Memphis Apartment Complex for $565K KING FARMS: Feb. 27 Pretrial Conference on Plan Confirmation Set KLDISCOVERY INC: S&P Assigns 'B-' ICR on Merger; Outlook Stable LONESTAR II GENERATION: Moody's Affirms Ba3 Amid Loans Increase LUMASTREAM INC: Voluntary Chapter 11 Case Summary MID-CITIES HOME: Feb. 25 Plan Confirmation Hearing Set MOUNTAIN INVESTMENTS: Court Confirms Plan of Reorganization MR. TORTILLA: Diana's Mexican Says $20K From Insiders Inadequate NATURAL MOLECULAR: Trustee Selling Claims to SM Financial for $5K NAVISTAR INTERNATIONAL: S&P Puts 'B' ICR on Watch Positive NEW SCHOOL OF COOKING: Seeks Approval to Hire Maverick Consulting NEXGEL INC: Needs Additional Capital to Remain as Going Concern NULIFE MULHOLLAND: PCO Seeks to Hire Resnik Hayes as Legal Counsel OCTAVE MUSIC: Moody's Affirms 'B2' CFR, Outlook Stable OPP LIQUIDATING: Plan & Disclosure Hearing Reset to Feb. 20 ORANGE COUNTY BAIL: U.S. Trustee Objects to Disclosure Statement PANDA STONEWALL: S&P Affirms 'BB-' Sr. Secured Term Loan B Rating PANIOLO CABLE: Trustee Sets Bidding Procedures for Assets PANTHER 22: Seeks to Hire Baumeister Denz as Legal Counsel PG&E CORP: Gets More Than Two-Thirds Support for Noteholder RSA PG&E CORP: Submits Ch.11 Plan Testimony to State Regulators PIERLESS FISH CORP: Seeks to Hire Tarter Krinsky as Legal Counsel PORTO RESOURCES: Harlem Buying New York Property for $1.55M PRINCETON AVENUE: Cash Flow Projections Filed PROSPERITY PARK: Seeks to Hire Tucker Law Group as Legal Counsel PVM ELECTRIC: Judge Extends Exclusivity Period to March 2 REFCO INC: SDNY Authorizes Closing of Remaining Chapter 11 Cases RENAISSANCE HEALTH: Golden Buying All Assets for $250K RENFRO CORP: S&P Lowers ICR to 'CCC' on Liquidity Pressure REVA MEDICAL: Feb. 18 Plan & Disclosure Hearing Set RIOT BLOCKCHAIN: SEC Terminates Investigation RL BROOKS TRUCKING: Seeks to Hire Smith Nale as Accountant RUBY'S DINER: San Diego Objects to Plan & Disclosures SANAM CONYERS: Covington Has Cash Collateral Access Thru Feb. 27 SANAM CONYERS: Janam Madison May Use Cash Collateral Thru Feb. 27 SAND CASTLE: U.S. Trustee Objects to Disclosure Statement SAVAGE ENTERPRISES: Moody's Affirms B1 CFR & Alters Outlook to Pos. SCHOMBURG ASSET: Voluntary Chapter 11 Case Summary SG ACQUISITION: S&P Withdraws 'B' ICR After Stone Point Buyout SHOPPINGTOWN MALL: Unsecureds Get 100% Without Interest in 5 Years SOUTH PADRE: Feb. 8 Island, Port Isabel Land Liquidation Set STAR PETROLEUM: Case Summary & 6 Unsecured Creditors STRATUS TECHNOLOGIES: Moody's Affirms 'B2' CFR, Outlook Stable SUMMIT ACADEMY: S&P Alters Outlook to Neg., Affirms B+ Bond Rating SUNESIS PHARMACEUTICALS: Eventide Asset Owns Zero Common Shares SUNPOWER CORP: Total Gaz Increases Equity Stake to 51.02% SWINGING TAIL: Proposes Auction of Personal Property T&U INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors TALLAPOOSA RENEWABLE: Court Okays Pineyro as Chapter 11 Trustee TEPA PROPERTIES: Court Permits Foreclosure, Won't Oust Management THOC, PA: Court Won't Appoint Ombudsman for Now TIMOTHY SCHMIDT: Selling 2016 Mercedes-Benz G63 AMG for $85K TRANSCENDIA HOLDINGS: S&P Alters Outlook to Neg., Affirms 'B-' ICR TWIN CARE HOME: Terzian Appointed as Patient Care Ombudsman VERTIV GROUP: S&P Upgrades ICR to 'B+'; Outlook Stable VFH PARENT: Moody's Assigns Ba2 CFR, Outlook Stable VIDEOMINING CORPORATION: Case Summary & 20 Top Unsecured Creditors VIRTUS INVESTMENT: Moody's Affirms Ba2 CFR; Alters Outlook to Pos WALL TO WALL: Exclusivity Period Extended to Feb. 28 WANSDOWN PROPERTIES: 29 Beekman Buying New York Property for $10.3M [*] Brown Rudnick Promotes Six Lawyers to Partner [*] Detroit Police and Fire Pension Board Files Complaint [*] Ken Logsdon Joins Dorsey & Whitney's Restructuring Group [*] Michael Jerbich Joins B. Riley Real Estate as President [*] Timothy McAnally Joins Brattle Group as Principal [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 203 WYCKOFF: Case Summary & 3 Unsecured Creditors ------------------------------------------------- Debtor: 203 Wyckoff Holdings LLC 670 Myrtle Avenue, Suite 455 Brooklyn, NY 11205-3923 Business Description: 203 Wyckoff Holdings LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: February 5, 2020 Court: United States Bankruptcy Court Eastern District of New York Case No.: 20-40766 Debtor's Counsel: Ronald M. Terenzi, Esq. TERENZI & CONFUSIONE, P.C. 401 Franklin Avenue, Suite 300 Garden City, NY 11530 Tel: 516-812-4502 E-mail: rterenzi@tcpclaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Israel Sigelman, authorized representative. A copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/PMyAlJ 41-23 HAIGHT STREET: Trustee Taps Troutman as Special Counsel ------------------------------------------------------------- Gregory Messer, the Chapter 11 trustee for 41-23 Haight Street Realty, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Troutman Sanders LLP as special counsel. Troutman Sanders will represent the trustee in connection with the sale of the Debtor's real properties, which consist of 10 townhouses and a 21-unit residential building in Flushing, N.Y. The firm will be paid at these rates: Partners $735 - $1,315 per hour Of Counsel/Associates $335 - $955 per hour Paraprofessionals $185 - $340 per hour Jeramiah Candreva, Esq., the primary attorney who will be providing the services, charges an hourly fee of $990. Mr. Candreva disclosed in court filings that the firm and its attorneys do not represent any interest adverse to the trustee, the Debtor or the bankruptcy estate. Troutman Sanders can be reached through: Jeramiah H. Candreva, Esq. Troutman Sanders, LLP 875 Third Avenue New York, NY 10022 Phone: 212.704.6292 Email: jed.candreva@troutman.com About 41-23 Haight Street Realty 41-23 Haight Street Realty, Inc. is a single asset real estate (as defined in 11 U.S.C. Section 101(51B). On June 4, 2019, an involuntary Chapter 11 petition (Bankr. E.D. N.Y. Case No. 19-43441) was filed against 41-23 Haight Street Realty, Inc. by petitioning creditors, Wen Mei Wang, Xian Kang Zhang, and Yu Qing Wang. Judge Nancy Hershey Lord oversees the case. Victor Tsai, Esq., is the Debtor's legal counsel. On Aug. 12, 2019, the court appointed Gregory Messer as Chapter 11 trustee for the Debtor's estate. The trustee is represented by LaMonica Herbst & Maniscalco, LLP. ACPRODUCTS INC: S&P Affirms 'B' ICR; Outlook Positive ----------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on U.S.-based kitchen and bath cabinet manufacturer ACProducts Inc. and removed all of its ratings on the company from CreditWatch, where it placed them with developing implications on Nov. 21, 2019. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the proposed term loan B. The affirmation and outlook revision follow ACProducts' announcement of its acquisition of Masco Cabinetry for $1 billion. The combination will make the company the No. 2 player in the fragmented U.S. cabinet industry with about 13% market share. The acquisition will also further improve the company's overall scale, enhance its end-market demand and multi-channel distribution exposure, and add well-known brands to its portfolio. These positive attributes are somewhat offset by ACProducts' limited product diversity, given that it focuses solely on kitchen and bath cabinets, and its average EBITDA margin profile. The positive outlook on ACProducts reflects S&P's belief that the company will generate improved earnings through the realization of acquisition synergies such that its leverage improves toward 5.0x over the next 12 months. The company's earnings will be supported by relatively steady demand for new home construction and modest growth in the repair and remodeling markets. "We will likely raise our rating on ACProducts over the next 12 months if it improves its earnings by realizing synergies such that its leverage declines toward 5.0x over the next 12 months while it maintains EBITDA margins of about 13%. We expect that the company's financial sponsors will use its cash flow to invest in its internal operations and reduce its leverage by the end of fiscal year 2020," S&P said. "We could revise our outlook on ACProducts to stable if the company fails to demonstrate a clear path toward reducing its leverage and its debt to EBITDA remains above 6x. This could occur if it does not realize the planned synergies from the acquisition or if there are further integration issues and expenses. We could also potentially downgrade ACProducts if there is an unexpected pullback in consumer discretionary spending or if the level of U.S. housing starts declines such that its EBITDA generation contracts by 20% relative to our forecast," the rating agency said. ADAMIS PHARMACEUTICALS: First Manhattan Reports 0% Equity Stake --------------------------------------------------------------- First Manhattan Co disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission on Feb. 4, 2020 that it beneficially owns 0 shares of common stock of Adamis Pharmaceuticals Corp. A full-text copy of the regulatory filing is available for free at: https://is.gd/4SkRgO About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTCQB:ADMP) -- http://www.adamispharmaceuticals.com/-- is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including respiratory disease and allergy. The Company's Symjepi (epinephrine) Injections 0.3mg and 0.15mg were approved for use in the emergency treatment of acute allergic reactions, including anaphylaxis. Adamis recently announced a distribution and commercialization agreement with Sandoz, a division of Novartis Group, to market Symjepi in the U.S. Adamis is developing additional products, including the company's ZIMHI naloxone injection product candidate for the treatment of opioid overdose, and a metered dose inhaler and dry powder inhaler product candidates for the treatment of asthma and COPD. The company's subsidiary, U.S. Compounding, Inc., compounds sterile prescription drugs and certain nonsterile drugs for human and veterinary use, to patients, physician clinics, hospitals, surgery centers and other clients throughout most of the United States. Adamis incurred a net loss of $39 million in 2018, following a net loss of $25.53 million in 2017. As of Sept. 30, 2019, the Company had $52.84 million in total assets, $12.54 million in total liabilities, and total stockholders' equity of $40.30 million. Mayer Hoffman McCann P.C., in San Diego, California, the Company's auditor since 2007, issued a "going concern" qualification in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018. The auditors noted that the Company has incurred recurring losses from operations, and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ALLEGIANT TRAVEL: Moody's Gives Ba3 Rating to Term Loan B Due 2024 ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Allegiant Travel Company's amended senior secured term loan B due 2024. The company expects to reprice the loan, saving up to 150 basis points in annual interest. The outstanding principal will increase by $100 million, to $546.6 million, with no change to the February 5, 2024 maturity date. The incremental proceeds will be used to repay the $81 million outstanding on the company's revolving credit facility with the same committed amount, the rest for general corporate purposes. The amendments to the term loan B do not affect Moody's Ba3 Corporate Family rating or the stable outlook it assigns to Allegiant. RATINGS RATIONALE The ratings reflect the financial benefits of Allegiant's differentiated airline model that provides limited competition across about 70% of its route system. Moody's expects Allegiant to continue to achieve one of the strongest operating margins of the 22 airlines it rates, supported by the relative fuel efficiency and reliability of its all Airbus A320ceo family fleet. Moody's expects Allegiant to continue to flex capacity up and down with trends in oil prices and US economic activity to maximize its profitability and operating cash flow. The re-making of the fleet required an $800+ million debt-funded investment for mostly used Airbus aircraft. There will be additional cap ex for more fleet growth from 2021; nonetheless, Moody's expects the airline operations to continue to generate positive free cash flow in excess of $200 million per year, allowing the company to readily fund annual amortization of its aircraft-backed loans of about $100 million. Credit metrics are likely to modestly strengthen relative to 2019 levels. Moody's also expects stability in the company's strategy of operating a differentiated airline model that limits exposure to direct competition, provides strong market share on its routes and competitive profit margins. The operating model supports suspending fleet growth as needed, to sustain, if not grow, free cash flow, to de-lever the balance sheet should the need arise. Cash on hand, incremental financing secured by certain aircraft and the $175 million, last-in debt facility will fund the company's speculative hotel development, Sunseeker Resorts, located on the west coast of Florida near the Punta Gorda airport, which Allegiant serves. The company's current estimate of the construction cost stands at $470 million. Expectations for solid results following steady performance for years somewhat balances the risk in the Sunseeker resort project, what will be a non-traditional business for a commercial airline. The hotel business significantly increases execution risk in the near term, operating risk beyond the construction phase through 2020 and financial risk as the project will be mostly debt-funded. The stable outlook reflects its belief that the resiliency of the company's airline business model will allow it to maintain its credit profile as it grows the airline and funds the development of the Sunseeker resort. The ratings could be upgraded if Allegiant sustains its operating performance, strong credit metrics and liquidity following the construction of the Sunseeker project. For example, Funds from operations + Interest to Interest above 6x, Debt to EBITDA below 3x, an EBIT margin above 15% and at least $400 million of cash + s.t. investments. The ratings could be downgraded if profitability and credit metrics weaken, such as the EBIT margin approaches 12%, Funds from Operations + Interest to Interest falls below 4x or Debt to EBITDA is sustained above 3.75x. Weaker liquidity, such as unrestricted cash and short-term investments sustained below $250 million for more than one quarter or less than $50 million of annual free cash flow from the airline operations could also lead to a downgrade as could cost overruns on the construction budget for the Sunseeker resort or weak cash generation at the hotel following its opening. The principal methodology used in these ratings was Passenger Airline Industry published in April 2018. Allegiant Travel Company, headquartered in Las Vegas, Nevada, operates a low-cost passenger airline marketed to leisure travelers in small cities, selling air travel, hotel rooms, rental cars and other travel related services on a stand-alone or bundled basis. In addition, the company offers fixed-fee flying arrangements, and generates a small portion of revenues through third-party aircraft and engine leasing. Allegiant operates more than 450 routes across the US serving almost 15 million scheduled passengers annually, facing no competition on about 70% of its routes. The company generated revenues of approximately $1.84 billion in 2019. Assignments: Issuer: Allegiant Travel Company Senior Secured Bank Credit Facility, Assigned Ba3 (LGD4) ALTA MESA: KFM Debtors Set Bidding Procedures for All Assets ------------------------------------------------------------ Kingfisher Midstream, LLC, and its subsidiaries, affiliates of Alta Mesa Resources, Inc., ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize the bidding procedures in connection with the auction sale of substantially all their assets to BCE-Mach III, LLC for $85.25 million, cash, subject to certain purchase price adjustments, subject to overbid. Following a robust, thorough, and extensive prepetition marketing and sale process conducted in conjunction with the marketing process for Alta Mesa and certain of its subsidiaries ("Initial Debtors"), the KFM Debtors commenced these chapter 11 cases to swiftly implement a comprehensive restructuring through a joint sale of substantially all of their assets, along with the assets of the Initial Debtors. The Joint Sale with the Initial Debtors will keep the KFM Debtors' midstream business intact and operating as a going concern, with minimal interruption, thus maximizing the value of the KFM Assets. Shortly after commencing their chapter 11 cases, the Initial Debtors filed a motion asking to, among other things, sell all or substantially all, or any portion or combination, of the AMH Assets and, subject to the consent of the KFM Debtors, the KFM Assets. On Oct. 11, 2019, the Court entered the AMH Bidding Procedures Order which, among other things, established the AMH Bidding Procedures pursuant to which the Initial Debtors would solicit and select the higher or otherwise best offer for the sale of the AMH Assets. The AMH Bidding Procedures contemplated that participating bidders could submit bids that included all or any portion of the KFM Assets. The KFM Debtors applied such procedures and deadlines to the marketing and sale of the KFM Assets, which were not in chapter 11 at that time. Amended versions of the AMH Bidding Procedures Order were entered on Dec. 10, 2019 and Dec. 19, 2019. The KFM Debtors received four initial qualifying letters of intent ("LOIs") for the KFM Assets and three LOIs for both the KFM Assets and the AMH Assets as part of the first round of the Marketing Process. At the same time, the KFM Debtors, including the Disinterested Manager, and the KFM advisors assessed KFM's financial condition and strategic options. With this refocused path, the Debtors and their respective advisors continued the Marketing Process, culminating in the selection of BCE-Mach as the stalking horse bidder for the Assets. On Dec. 31, 2019, the KFM Debtors entered into their Purchase and Sale Agreement to sell substantially all of the KFM Assets to the Stalking Horse Bidder, and the Initial Debtors entered into a separate Purchase and Sale Agreement to sell substantially all of the AMH Assets to the Stalking Horse Bidder. The Stalking Horse PSAs include cross-consummation conditions and, as a result, are dependent on the KFM Debtors being able to consummate the sale of the KFM Assets under the KFM Stalking Horse PSA on substantially the same timeline set forth in the AMH Bidding Procedures. Although the Court denied the Initial Debtors' request to designate the Stalking Horse Bidder as such and provide it with the bid protections contemplated by the AMH Stalking Horse PSA, the KFM Debtors see tremendous value in having a stalking horse bidder for the KFM Assets. As such, the KFM Stalking Horse PSA remains not only a viable path forward, but the path that the KFM Debtors believe will maximize the value of the KFM Assets by ensuring that the KFM Debtors will have a valuable "floor" price for the KFM Assets heading into the Auction, without burdening the estate with a significant expense if the releases are not approved. The consideration for the transfer of the KFM Assets and the transactions contemplated by the KFM Stalking Horse PSA is (i) $85.25 million, subject to certain purchase price adjustments, to be paid in cash, plus (ii) assumption of the Assumed Obligations. The KFM Assets proposed to be purchased by the Stalking Horse Bidder are comprised of substantially all of the KFM Debtors' assets associated with their midstream business. If the sale to the Stalking Horse Bidder is consummated, the KFM Debtors intend to assume and/or assign the Assigned Contracts to the Stalking Horse Bidder, who will be responsible for paying any cure cost related to the assumption and assignment of any 365 Contracts that are Assigned Contracts. The KFM Stalking Horse PSA includes various customary representations, warranties, and covenants by and from the KFM Debtors and the Stalking Horse Bidder, as well as certain conditions to closing and rights of termination. In addition, the KFM Stalking Horse PSA provides for the payment of the Bid Protections in certain limited circumstances, which are comprised of a break-up fee and expense reimbursement payment in an amount equal to 3% of the Purchase Price. Accordingly, the KFM Debtors, by the Motion, ask entry of the proposed Supplemental Bidding Procedures Order to ratify the application of and approve the AMH Bidding Procedures with respect to the KFM Debtors for actions taken prior to the KFM Petition Date, and to approve modifications thereto as to the KFM Debtors for the process thereafter, including with respect to the auction currently scheduled under the AMH Bidding Procedures to be held on Jan. 15, 2020. The KFM Bidding Procedures were designed to maximize the value of the KFM Assets for the benefit of the KFM Debtors' creditors through a sale to the bidder that submits the highest or otherwise best offer. The salient terms of the Bidding Procedures are: a. Bid Deadline: Jan. 8, 2020 at 5:00 p.m. (CT) b. Initial Bid: Must exceed (i) the KFM Stalking Horse Bid by the Joint Sale Minimum Overbid Increment ($2.5 million) or the KFM Minimum Overbid Increment ($1 million), as applicable, plus (ii) the aggregate Bid Protections payable under the KFM Stalking Horse PSA (which must be payable in cash) c. Deposit: 10% of the purchase price d. Auction: The Auction will take place on Jan. 15, 2020 at 9:00 a.m. (CT) at the offices of counsel for the AMH Debtors, Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, TX 77002 or at such other place and time as the KFM Debtors, after consultation with the Administrative Agent, will notify all Qualified Bidders and all other parties entitled to attend the Auction. e. Bid Increments: $1 million f. Sale Hearing: Jan. 21, 2020 at 2:00 p.m. (CT) g. Sale Objection Deadline: Jan. 17, 2020 at 12:00 p.m. (CT) Notwithstanding anything else contained in the KFM Bidding Procedures, the Administrative Agent will have the right to credit bid all or any portion of the Prepetition Lenders' allowed secured claims in any bulk or piecemeal sale of the KFM Assets constituting the collateral of the Administrative Agent under the KFM Debtors' Credit Agreement. Any such credit bid must be submitted by Jan. 13, 2020 at 5:00 p.m. (CT). By the Motion, the KFM Debtors request entry of two orders. By the first Order, which they are asking to have entered on an emergency basis, the KFM Debtors ask: (i) ratification and approval of the KFM Bidding Procedures by which the KFM Debtors will solicit and select the highest or otherwise best offer for the sale of substantially all or any portion of the KFM assets through a combined sale of both the KFM Assets and the AMH Assets and/or one or more sales of the KFM Assets; (ii) approval of the KFM Debtors' entry into the KFM Stalking Horse PSA with the Stalking Horse Bidder; (iii) approval of the break-up fee and expense reimbursement equal to 3% of the unadjusted purchase price payable under the KFM Stalking Horse PSA, subject to the terms and conditions of the KFM Stalking Horse PSA; (iv) ratification and approval of the procedures for the assumption and assignment of executory contracts and unexpired leases, including notice of proposed cure amounts; (v) ratification and approval of the Assignment Objection Procedures for objecting to the assignment of Assigned Contracts and transfer of any of the Assets to the Buyer free and clear of any Preferential Purchase Rights; (vi) designation that the Auction be held on Jan. 15, 2020 at 9:00 a.m. (CT) if the KFM Debtors receive one or more additional timely and acceptable Qualified Bids and the Sale Hearing be held on shortened notice to consider approval of the Sale Transaction on Jan. 21, 2020 at 2:00 p.m. (CT); (vii) ratification and approval of the form and manner of notice of the KFM Bidding Procedures, the KFM Stalking Horse PSA, the Bid Protections, the Auction, the Sale Transaction, the Assumption and Assignment Procedures, the Assignment Objection Procedures, and the Rights Objection Procedures, including the form of the Prepetition Notice, Supplemental Notice, and Post-Auction Notice; and (viii) related relief. By the second Order, the KFM Debtors ask: (i) authorization of the sale of the KFM Assets free and clear of all liens, claims, interests, and encumbrances (other than assumed obligations and certain permitted encumbrances to the extent set forth in the definitive agreement for the Successful Bid); (ii) authorization of the assumption and/or assignment of certain Assigned Contracts; and (iii) related relief. A hearing on the Motion is set for Jan. 14, 2020 at 2:30 a.m. A copy of the APA and the Bidding Procedures is available at https://tinyurl.com/rsn9l3v from PacerMonitor.com free of charge. About Alta Mesa Resources Alta Mesa Resources, Inc., is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma, and through Kingfisher Midstream, LLC, provides best-in-class midstream energy services, including crude oil and gas gathering, processing and marketing and produced water disposal to producers in the STACK play. Alta Mesa reported $1.4 billion in assets and $864 million in liabilities as of Dec. 31, 2018. Alta Mesa and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019. The Hon. Marvin Isgur is the case judge. The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as attorneys; and Perella Weinberg Partners LP and its affiliate Tudor Pickering Holt & Co Advisors LP as investment banker. Prime Clerk LLC is the claims agent. AMERICAN COMMERCIAL: Enters Into RSA with Term Loan Lenders ----------------------------------------------------------- American Commercial Lines Inc. on Feb. 4, 2020, disclosed that it has entered into a Restructuring Support Agreement (the "RSA") with holders of a substantial majority of its term loan lenders on a "pre-packaged" plan to recapitalize the business and significantly reduce the Company's debt. Under the terms of the RSA, ACL will receive $200 million in new capital to support liquidity and investments in the business. In addition, the RSA provides for a reduction of funded debt by approximately $1 billion. To implement the RSA, the Company and certain related entities are currently in the process of soliciting approval of the "pre-packaged" plan and expect to file voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division (the "Court") in the coming days. The Company expects its operations to continue as normal throughout the contemplated court-supervised process. Upon emergence, ACL will continue to provide customers with competitive and reliable barge transportation services. Mark Knoy, President and Chief Executive Officer of American Commercial Lines, said, "ACL has built a decades-long industry leadership position through key investments in our fleet and a relentless focus on safe and reliable operations. Like many others in our industry, over the last four years ACL has been affected by challenging market conditions, the weather and the closure of key areas of the river system for extended periods of time. We have responded to these challenges by reducing costs and maintaining a high degree of financial discipline. The actions we are now taking will significantly reduce our outstanding debt and the associated costs to service that debt, freeing up our available resources to be fully devoted to competing in today's market." Mr. Knoy continued, "With this plan, we will have more liquidity to support our operations through economic cycles and weather patterns and additional financial flexibility for fleet management. In addition, we will be able to focus more of our resources on investing in the business to support future growth. We appreciate the support of our financial stakeholders, which we believe represents a statement of confidence in our business and enables us to move through this process on an expedited basis." Mr. Knoy concluded, "We thank our customers for their continued support as we continue providing them the safest, most cost-effective and environmentally friendly barge transportation solutions. I would also like to thank our teammates for their continued hard work and focus on building on our industry leading safety performance." In connection with the RSA and the expected Chapter 11 filing, ACL has received a commitment for debtor-in-possession ("DIP") financing consisting of a $640 million asset based loan ("ABL") and a $50 million term loan from certain of its existing lenders. Upon Court approval, the new financing and cash generated from the Company's ongoing operations will be used to pay off its existing ABL and to support the business during the court-supervised process. The Company intends to seek to pay suppliers in full under normal terms for goods and services provided on or after the filing date. Under terms of the pre-packaged plan, which is subject to Court approval, general unsecured pre-petition claims will also be paid in full in the ordinary course. Additional information is available at aclrecapitalization.com. Milbank LLP is serving as the Company's legal counsel, Greenhill & Co. is serving as its financial advisom, and Alvarez & Marsal North America, LLC, is serving as restructuring advisor. AMERICORE HOLDINGS: Seeks OK on $75K Cash Use for St. Alexius ------------------------------------------------------------- Americore Holdings, LLC and affiliated debtors ask the Bankruptcy Court to authorize use of $75,000 of the cash collateral of St. Alexius Hospital Corporation #1, a debtor affiliate, to purchase medical supplies, medication, and other critical patient care items necessary for the continued operation of its healthcare facility. Entities asserting claims against the cash and accounts of St. Alexius include: * The Third Friday Total Return Fund, L.P., asserting security interests in all assets, including inventory, A/R and equipment, and bank accounts with US Bank, * HMFCH Inc., asserting a security interest in inventory, A/R/, and equipment; * Smart Business, asserting a security interest in assets, including A/R, inventory, equipment, and intangibles; * Corporation Services Company, and CT Corporation Systems, each as representatives of unknown entities, asserting a security interest in all assets. As adequate protection, St. Alexius will provide any secured creditor, having interest in the cash collateral, with a replacement lien on and in all property, to the same extent and priority and of the same kind and nature said secured creditor had prior to the Petition Date to the extent of the diminution in the value of their interests in the St. Alexius cash collateral, subject to any carve-out or subordination provisions applicable to adequate protection granted in any interim or final order granting the DIP financing motion or any other motion for use of cash collateral. A copy of the cash collateral motion is available free of charge at https://is.gd/cf9QaD from PacerMonitor.com. About Americore Holdings Americore Holdings, LLC and its affiliates, including Americore Health LLC, own and operate the Ellwood City Medical Center in Pennsylvania, Southeastern Kentucky Medical Center (formerly Pineville Community Hospital), Izard County Medical Center in Arkansas; and St. Alexius Hospital in St. Louis. Americore Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 19-61608) on Dec. 31, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Gregory R. Schaaf oversees the case. Bingham Greenebaum Doll, LLP is the Debtor's legal counsel. AMERICORE HOLDINGS: St. Alexius Hospital Has Access to $75,000 Cash ------------------------------------------------------------------- Judge Gregory R. Schaaf authorized St. Alexius Hospital Corporation #1 to use $75,000 of cash collateral to purchase medical supplies, medication, and other critical patient care items necessary for the continued operation of its healthcare facility. As adequate protection, any secured creditor with an interest in the St. Alexius cash collateral is granted a replacement lien on and in all property, owned, acquired, or generated post-petition by St. Alexius and its continued operations to the extent of the diminution in the value of their interests in the St. Alexius cash collateral subject to any carve-out or subordination provisions pursuant to the DIP financing motion or any cash collateral motion. A copy of the order is available at https://is.gd/hgVznn from PacerMonitor.com at no charge. About Americore Holdings Americore Holdings, LLC and its affiliates, including Americore Health LLC, own and operate the Ellwood City Medical Center in Pennsylvania, Southeastern Kentucky Medical Center (formerly Pineville Community Hospital), Izard County Medical Center in Arkansas; and St. Alexius Hospital in St. Louis. Americore Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 19-61608) on Dec. 31, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Gregory R. Schaaf oversees the case. Bingham Greenebaum Doll, LLP is the Debtor's legal counsel. AMN HEALTHCARE: S&P Alters Outlook to Negative, Affirms 'BB' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on AMN Healthcare Services Inc. to negative from stable and affirmed its 'BB' issuer credit rating. S&P's 'BBB-' issue-level rating and '1' recovery rating on the company's senior secured debt and 'BB-' issue-level rating and '5' recovery rating on its unsecured debt remain unchanged. U.S. health care staffing and workforce solutions provider AMN Healthcare Services Inc. announced that it has entered into a definitive agreement to acquire video remote language interpretation services provider Stratus Video for $475 million. The company plans to finance the acquisition with cash on hand, a $175 million draw on its revolver, and a new $250 million term loan A. S&P revised its outlook on AMN to negative to reflect that the acquisition will materially increase its debt leverage to more than 3x in 2020 and 2021. The rating agency believes this could indicate that the company will potentially follow a more aggressive financial policy going forward unless it prioritizes deleveraging over the next 12-18 months. This acquisition is materially larger than AMN's other recent purchases and comes shortly after it spent $200 million to acquire Advanced Medical Personnel Services Inc. in 2019. S&P's outlook also reflects the risk that the company's EBITDA will underperform the rating agency's base-case expectations as its locum tenens business stabilizes following the disruptions arising from the process and technology changes management implemented in 2018. The negative outlook reflects S&P's concern that AMN will become more aggressive in its pursuit of debt-financed acquisitions, causing its debt leverage to remain above 3x after 2021, which is a level that the rating agency considers inconsistent with its current rating. "We could lower our rating on AMN if its leverage remains above 3x for an extended period due to a deterioration in its business prospects--such as a decline in its margins due to increased payments to nurses or an adverse pricing environment--or if management adopts a more aggressive financial policy including an elevated level of debt-financed acquisitions. We also could lower our rating if AMN experiences an unforeseen operating issue that leads to material customer losses and a sharp contraction in its EBITDA such that it generates less than $100 million of free cash flow," S&P said. "We could revise our outlook on AMN to stable if we believe it will prioritize debt repayment over acquisitions and share buybacks," the rating agency said. ARCHBISHOP OF AGANA: Plan Has $21M for Tort Claims -------------------------------------------------- Debtor Archbishop of Agana filed with the U.S. Bankruptcy Court for the District of Guam, a Chapter 11 Plan of Reorganization and a Disclosure Statement. On Sept. 23, 2016, Governor Eddie Calvo signed Bill 326-33 into law, removing the statute of limitations on civil suits for childhood sexual abuse occurring on Guam. Soon thereafter, the Archbishop was served with numerous lawsuits asserting that claimants were sexually abused by various priests, brothers and lay people serving parishes or institutions within the Archbishop. At the Petition Date, there were approximately 190 lawsuits pending against the Archibshop. As of the bar date, 255 claimants filed tort claims against the Debtor. The Plan is based on three methods of funding: 1. Sale of Archbishop real property. The Archbishop has previously sold the Accion Hotel, for which proceeds of approximately $5.2 million remain in a separate account. The Archbishop further proposes to sell additional real property. It is believed these properties will bring in roughly $3 million. 2. Cash contribution from parishes. The parishes may propose to assist the Archbishop by contributing cash or selling certain properties to provide additional funds to fund the Plan, and in consideration for a channeling injunction. The process is ongoing. 3. Settlements With Insurer Entities. The Plan will be funded by the proceeds of two settlements with Continental Insurance Company ("CNA") and the National Union Fire Insurance Company of Pittsburg, PA. These settlements, which will be approved through confirmation of the Plan, provide $1 million and $12 million, respectively. Between the three forms of funding the Plan, it is expected that the tort claimants will receive the grant total of $21 million, which will be payable to the trust set up through the Plan and Disclosure Statement process. The cash required to fund the Trust what will pay holders of Class 3 Tort Claims and Class 4 Unknown Tort Claims will come from: -- $7 million or more of cash from the Debtor; -- $13 million from the Settling Insurer Entities; and -- $1 million from the parishes. To fund the requirement to pay $7 million, the Debtor will liquidate the bulk of its nonessential real property and cash savings. In addition, a substantial portion of the funding is expected from the Catholic faithful, via contributions from the various parishes and programs. The Class 11 Unsecured Claim of Bank of Guam is in the approximate amount of $7,087,093, less payments made since the case was filed. To the extent the loans relate to Parishes, or schools, the real property of those Parishes and schools shall be appraised by the Bank at the Bank of Guam's expense. The Parishes and schools, as the case may be, will then secure such loans via mortgage on the underlying real property, and shall pay each respective loan off, meaning separated by Parish or school, using 25-year amortization at 4% interest fixed with a 10-year balloon. The holders of Class 12 Allowed General Unsecured Claims will receive payment from the Reorganized Debtor of their pro rata share of the sum of $0, to be paid as soon as reasonably practicable after all General Unsecured Claims have either been Allowed or Disallowed, but subject to the filing and allowance of Claims under Section 502(h) of the Bankruptcy Code. On the Confirmation Date, the Trust will be established in accordance with the Trust Documents. The Trust shall qualify as a Qualified Settlement Fund pursuant to Section 468B of the Internal Revenue Code and the Treasury Regulations. Omni Management Acquisition Corp. will be recommended by Debtor to be the Trustee. A full-text copy of the Disclosure Statement dated Jan. 16, 2020, is available at https://tinyurl.com/sbyk8fr from PacerMonitor.com at no charge. The Debtor is represented by: Ford Elsaesser Bruce A. Anderson ELSAESSER ANDERSON, CHTD. 320 East Neider Avenue, Suite 102 Coeur d'Alene, ID 83815 Tel: (208) 667-2900 Fax: (208) 667-2150 E-mail: ford@eaidaho.com brucea@eaidaho.com - and - John C. Terlaje LAW OFFICE OF JOHN C. TERLAJE Terlaje Professional Bldg., Suite 216 194 Hernan Cortez Ave. Hagana, Guam 96910 Telephone: (671) 477-8894/5 E-mail: john@terlaje.net About Archbishop of Agana Roman Catholic Archdiocese of Agana --https://www.aganaarch.org/-- is an ecclesiastical territory or diocese of the Catholic Church in the United States. It comprises the United States dependency of Guam. The Diocese of Agana was established on Oct. 14, 1965, as a suffragan of the Archdiocese of San Francisco, California. It is a tax-exempt entity (as described in 26 U.S.C. Section 501). The Archbishop of Agana, also known as the Roman Catholic Archdiocese of Agana, sought Chapter 11 protection (D. Guam Case No. 19-00010) on Jan. 16, 2019. Rev. Archbishop Michael Jude Byrnes, S.T.D., Archbishop of Agana, signed the petition. The Archdiocese scheduled $22,962,686 in assets and $45,662,941 in liabilities as of the bankruptcy filing. The Hon. Frances M. Tydingco-Gatewood is the case judge. The Archdiocese tapped Elsaesser Anderson, Chtd., as bankruptcy counsel, and John C. Terlaje, Esq., as special counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 6, 2019. The Committee retained Stinson Leonard Street LLP as bankruptcy counsel, and The Law Offices of William Gavras as local counsel. ARR INVESTMENTS: Bautista Objection to Disclosures Sustained ------------------------------------------------------------ On Jan. 9, 2020, the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, convened a hearing to consider the amended objection by Bautista Reo U.S., LLC. to Amended Disclosure Statement and Amended Plan of Reorganization filed by ARR Investments, Inc. and its Debtor Affiliates. On January 16, 2020, Judge Karen S. Jennemann ordered: * The Objection is sustained. * The parties are directed to meet and confer whether modifications to the existing Amended Plan of Reorganization (Doc. No. 154) would protect the interests of objecting party, Bautista, and permit other creditors to receive payments under a confirmed plan of reorganization. * Feb. 13, 2020, at 1:00 p.m., in Courtroom A, Sixth Floor, 400 West Washington Street, Orlando, Florida 32801 is the hearing on the Amended Disclosure Statement (Doc. No. 153), Amended Plan of Reorganization (Doc. No. 154) and all other pending contested matters. A full-text copy of the order dated Jan. 16, 2020, is available at https://tinyurl.com/wcj4dge from PacerMonitor.com at no charge. About ARR Investments ARR Investments, Inc., and its subsidiaries -- http://www.arr-learningcenters.com/-- offer learning centers for infants, toddlers, preschoolers and Voluntary Pre-Kindergarten in Orlando, Florida. The Learning Centers provide computer labs; dance, yoga, music classes; aerobics; foreign language instruction; before/after school transportation; certified lifeguard and safety instructor for swim lessons and play; and mini-camp breaks and summer camp. ARR Investments and three of its subsidiaries filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-01494) on March 8, 2019. The petitions were signed by Alejandrino Rodriguez, president. At the time of filing, the Debtors were estimated to have under $10 million in both assets and liabilities. Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, serves as the Debtors' counsel. ASBURY AUTOMOTIVE: Moody's Assigns B1 Rating to New Unsec. Notes ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Asbury Automotive Group, Inc.'s proposed new senior unsecured notes. Other ratings are unaffected including the company's Ba2 corporate family rating, Ba2-PD probability of default rating, B1 rating on the existing senior subordinated notes. The speculative grade liquidity rating remains unchanged at SGL-2. The outlook is stable. Proceeds from the proposed issuance of $1.125 billion of senior unsecured notes along with cash on hand and other borrowings under the company's existing floorplan facilities will be used to fund its planned roughly $1 billion acquisition of Park Place Motorcars as well as to repay the existing $600 million senior subordinate notes and pay related fees. "Though pro forma leverage will exceed 4.5x, Moody's views the proposed acquisition favorably even considering the very high multiple and integration risks as it improves Asbury's position in the lucrative Texas market with premium brands to augment the David McDavid stores, as well as providing it with a key Land Rover/Jaguar open point," stated Moody's Vice President Charlie O'Shea. Assignments: Issuer: Asbury Automotive Group, Inc. Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5) RATINGS RATIONALE Asbury's Ba2 corporate family rating recognizes that despite its relatively small size as compared to its rated U.S. peer group, it is highly-competitive in the markets in which it chooses to operate. Ratings also considers Asbury's historically-favorable brand mix, with around 80% of new vehicle sales coming from luxury and import brands, and its reduced reliance on earnings from the sale of new vehicles. Asbury's business model, with solid parts and service and finance and insurance segments, reduces reliance on new car sales, and it is successfully enhancing the efficiency of its used car business. Also considered is Asbury's good liquidity which benefits from its favorable debt maturity profile, further improved by the Park Place acquisition financing. Over the near term, the rating is constrained by Asbury's initially high pro forma leverage of over 4.5 times. However, Moody's expects the company to be committed to reducing leverage over the next twelve to eighteen months. The stable outlook reflects Moody's expectation that Asbury will remain committed to reducing leverage, will continue to manage itself with sufficient discipline around operating costs such that its present credit profile is largely continued regardless of the competitive and macro environment, and that the proposed Park Place transaction is smoothly integrated. Ratings could be upgraded if credit metrics improve such that debt/EBITDA was maintained under 3.5 times for an extended period, and EBIT/interest was sustained above 5 times. Ratings could be downgraded if either deteriorating operating performance or a more aggressive financial policy resulted in credit metrics weakening such that debt/EBITDA approached 4.5 times, or EBIT/interest fell below 3 times. Asbury's environmental and social risk is low, but the company is subject to extensive governmental laws and regulations and could be impacted if they are found to be in purported violation of or subject to liabilities under any of these laws or regulations, or if new laws or regulations are enacted that adversely affect the operations, business, reputation, financial condition, or results of operations. Asbury's overall corporate governance risk is low given its consistent track record of maintaining a balanced financial policy, board structure, consistent track record, and that it is a publicly traded company. The principal methodology used in these ratings was Retail Industry published in May 2018. Asbury Automotive Group, Inc., headquartered in Duluth, GA, is a leading auto retailer with 107 franchises and 25 collision repair centers. Revenues are over $7.1 billion as of LTM period ending September 30, 2019. On December 12, 2019, it announced that it was acquiring Texas-based Park Place Motorcars for around $1 billion. BAHIA DEL SOL: Triangle Asks Extension to Reply to Property Sale ---------------------------------------------------------------- Triangle Cayman Asset Co. 2, secured creditor of Bahia del Sol Hotel Corp., asks the U.S. Bankruptcy Court for the District of Puerto Rico to grant an additional extension of time of 14 days to state its position as to the Debtor's proposed sale of the real property currently known as "Plaza Parguera Hotel" located at La Parguera Ward, Road 304, Km. 3.2, Lajas, Puerto Rico, to Puerto Rico Asset Management, LLC for $1.3 million, subject to overbid. On Aug. 16, 2019, Triangle filed Proof of Claim 9 in the amount of $1,141,306, which repayment is secured with, among other things, property 15,629, located at Road 305, La Parguera, Lajas, where the Debtor operates its hotel business ("Real Estate Property"). During the status conference held on Aug. 21, 2019, the Debtor stated it would be filing a motion to sell the Real Estate Property by Sept. 30, 2019. On Sept. 27, 2019, the Debtor requested an extension to file the motion to sell, which the Court granted, until Oct. 21, 2019. On Oct. 21, 2019, the Debtor and Triangle jointly requested another extension to file the motion to sell because good faith negotiations for the consensual repayment of the Triangle Claim were ongoing. As a result, the Court granted such request until Nov. 22, 2019. On Nov. 22, 2019, the Debtor filed the Motion. On Dec. 27, 2019, after having sought an initial extension of time to respond to the Motion, Triangle sought an additional 10 days due to the fact that, on Dec. 24, 2019, Triangle circulated a draft of a proposed agreement to the Debtor's counsel; the current timeframe to file responses to the Motion expires today. In consideration of the above, Triangle needs additional time to allow the Parties to discuss the proposed agreement, in order to finalize and execute the same. Thus, Triangle respectfully asks that the Court grants it an additional extension of time of 14 days to allow the Parties to finalize and execute a stipulation as to the repayment of Triangle's claim, or in the alternative, for Triangle to otherwise plead in connection with the Motion. About Bahia Del Sol Corporation Bahia Del Sol Hotel Corporation filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 19-03234) on June 5, 2019, estimating under $1 million in both assets and liabilities. The Debtor tapped Noemi Landrau Rivera, Esq., at Landrau Rivera & Assoc., as counsel. BASIC ENERGY: S&P Lowers ICR to 'CCC+' on Unsustainable Leverage ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based oil and gas oilfield services company Basic Energy Services Inc. (Basic) to 'CCC+' from 'B-'. At the same time, S&P lowered its issue-level rating on the company's senior secured notes to 'CCC+' from 'B-'. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. The downgrade reflects S&P's view that Basic's leverage will become unsustainable in 2020 due to its declining revenue and margins. The U.S. onshore oilfield services industry, in particular the pressure pumping services subsector, is suffering from weak demand as exploration and production (E&P) customers reduce their capital spending in response to weaker commodity prices and elevated scrutiny of their cash flow returns by their investors. Last month, Basic announced it had decided to exit the pressure pumping business and planned to increase investment in its growing water midstream infrastructure business. Although the company anticipates that the sale of this asset will have a minimal impact on its 2020 EBITDA, given the division's poor profitability, S&P expects the market conditions in the other oilfield services segments to remain challenging. Therefore, S&P now forecasts that Basic's debt to EBITDA will increase to about 6x while its average funds from operations (FFO)-to-debt ratio declines below 10% over the next two years. The negative outlook on Basic reflects the elevated likelihood that S&P will downgrade the company in the next 12 months. "We could lower our rating on Basic if we foresee a default occurring in the next 12 months, most likely due to a decline in its liquidity or an increased probability of a distressed debt exchange," S&P said. "We could raise our rating on Basic if we expect its debt to EBITDA to improve to about 5x or its FFO to debt to remain closer to 12%, most likely because the company increases its product pricing and margins. This would likely occur in conjunction with a recovery in the U.S. onshore oilfield services industry," the rating agency said. BATTERS BOX: Seeks Court Approval to Hire Accountant ---------------------------------------------------- Batters Box Miami, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire an accountant. In an application filed in court, the Debtor proposes to employ Lillian Urbandt, an accountant based in Miami, to review its books and records, prepare monthly reports and income tax returns, and assist in all accounting aspects of its business and plan confirmation process. Ms. Urbandt disclosed in court filings that she does not hold any interest adverse to the Debtor and its bankruptcy estate. Ms. Urbandt maintains an office at: Lilian Urbandt 9025 SW 150 Avenue Miami, FL 33196 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. Judge Laurel M. Isicoff oversees the case. The Debtor is represented by Richard Siegmeister, Esq., at Richard Siegmeister, PA. BERNARD B. LENNON: Proposes Auction of Personal Property -------------------------------------------------------- Swinging Tail Cattle Co., Inc., and Bernard B. Lennon and Jacqueline W. Lennon, ask the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the public sale of personal property described more specifically on Exhibit A. Upon information and belief, the Property is encumbered as security for loans for PNC Bank, Harvey Fertilizer and Gas Co. and Deere & Co. Additionally, the items of personal property may be subject to personal property taxes due and owing to the Columbus County Tax Collector. The Corporate and Individual Debtors ask that they be authorized to sell the Property free and clear of any claims and liens of record, including any liens, security interests and claims asserted against the Property by the following: (i) any and all liens and/or security interests in favor of PNC Bank, Harvey Fertilizer and Gas Co., Deere & Co.; (ii) any and all real property taxes due and owing to any City, County or municipal corporation, and more particularly, to the Columbus County Tax Collector; and (iii) any and all remaining interests, liens, encumbrances, rights and claims asserted against the Property, which relate to or arise as a result of a sale of the Property, or which may be asserted against the Buyer of the Property, including, but not limited to, those liens and claims, whether fixed and liquidated or contingent and unliquidated, that have or may be asserted against the Property by the North Carolina Department of Revenue, the IRS, and any and all other taxing and government authorities. If any creditor claiming a lien or interest in the property does not object within the time allowed, then that creditor will be deemed to have consented to the sale of the property free and clear of that creditor's interest. The Corporate and Individual Debtors have employed Country Boys Auction & Realty, Inc. as the auctioneer for the Property. Country Boys has previously inspected the Property. They will hold a public sale to sell the Property on Feb. 12, 2020 at 10:00 a.m. across the road from 9327 Old Lumberton Road, Evergreen, Columbus County, North Carolina, as more particularly set forth in the Notice of Sale and Auctioneer Compensation filed with the Motion. The Property will be sold in an "as is" condition, and no warranties. The holders of valid liens against any of the personal property will be entitled to participate, bid and purchase to the same extent as other attendees, with the exception that lienholders may credit bid and need not pay cash at closing unless the lienholder is the winning bidder in an amount greater than the indebtedness secured by the deed oftrust. The buyer of the Property will bear all costs associated with the transfer of the Property, including registration fees, local transfer fees and taxes, and North Carolina sales taxes, as applicable. The Corporate and Individual Debtors represent that the proposed public sale is the best method to liquidate the Property, as it will preserve the rights of lien and interest holders in the Property and maximize value for the same. The proceeds from the sale will be distributed first to costs and fees, including auctioneer fees and costs, then to the holders of valid, perfected liens or interests in the Property, if any, as determined by the Court in their respective cases. A copy of the Exhibit A is available at https://tinyurl.com/uj6nv4t from PacerMonitor.com free of charge. Bernard B. Lennon and Jacqueline W. Lennon sought Chapter 11 protection (Bankr. E.D. N.C. Case No. 19-05698) on Dec. 12, 2019. The Debtors tapped Jason L. Hendren, Esq., Rebecca F. Redwine, Esq., and Benjamin E.F.B Waller, Esq., at Hendren, Redwine & Malone, PLLC as counsel. BIOCLINICA HOLDING I: Moody's Alters Outlook on Caa1 CFR to Pos. ---------------------------------------------------------------- Moody's Investors Service changed BioClinica Holding I, LP's outlook to positive from negative. At the same time Moody's affirmed the Caa1 Corporate Family Rating and Caa1-PD Probability of Default Rating, the B3 rating on the company's senior secured first lien credit facilities and the Caa3 rating on the second lien term loan. "The positive outlook reflects BioClinica's improved operating performance, meaningful deleveraging, and strengthened liquidity profile, partly as a result of a recent asset sale," said Vladimir Ronin, the lead analyst for the company. "That said, leverage remains high and earnings improvement has yet to translate into sustained operating cash flow improvement," continued Ronin. Ratings affirmed: BioClinica Holding I, LP: Corporate Family Rating at Caa1 Probability of Default Rating at Caa1-PD Senior secured first lien revolving credit facility at B3 (LGD3) Senior secured first lien term loan at B3 (LGD3) Senior secured second lien term loan at Caa3 (LGD5) Outlook action: BioClinica Holding I, LP: The outlook changed to positive from negative RATINGS RATIONALE BioClinica's Caa1 CFR reflects its modest absolute size and very high financial leverage, with debt-to-EBITDA of approximately 7.8 times (on a Moody's adjusted basis) for the twelve months ended September 30, 2019. The rating also reflects BioClinica's narrow product focus on specialized services for the pharmaceutical industry, exposure to cancellations and delays of clinical trials. Further, while overall liquidity is good, the company's revolving credit facility expires in October 2021. BioClinica benefits from its good market position as one of the leaders within the specialized niche of outsourced imaging services for clinical trials. This defensible business lends itself well to the outsourced model. The company's liquidity is good, supported largely by around $70 million of cash, much of which was generated through a recent asset sale. The positive outlook reflects Moody's expectations for ongoing improvement in operating performance which will result in further deleveraging. BioClinica has limited exposure to environmental and social risks. With respect to governance, private equity ownership increases the risk of shareholder friendly actions that come at the expense of creditors. That said, Moody's does not expect BioClinica to return cash to shareholders until it has successfully completed its turn-around, resulting in further improvement of operating performance and credit metrics. Further, governance risk is heightened given the recent sudden departures of both the CEO and CFO. This adds uncertainty about the management of the company, as well as the strategic direction and capital allocation plans. The ratings could be downgraded if BioClinica's revenue and earnings weaken, if leverage increases, or if Moody's expects sustained negative free cash flow. Debt financed acquisitions, or shareholder dividends could also prompt a downgrade. The ratings could also be downgraded if liquidity weakens. The ratings could be upgraded if the company continues to improve its credit metrics within the context of a stable operating and competitive environment. An upgrade would also be dependent upon the maintenance of good liquidity, including sustained positive free cash flow, and successful extension or refinancing of the revolving credit facility. Increased visibility around the company's strategy once a permanent CEO and CFO are in place could also support upward rating pressure. Further, if adjusted total debt to EBITDA is expected to be sustained below 7.0 times, Moody's could upgrade the ratings. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. BioClinica Holding I, LP is a leading provider of specialized services to the pharmaceutical industry, with a focus on clinical imaging. The company's end markets include pharmaceutical and biotechnology companies and contract research organizations. The company is owned by private equity firm Cinven. Reported net service revenue was approximately $334 million for the twelve months ended September 30, 2019. BLACKSTONE CQP: S&P Affirms 'B' ICR; Outlook Stable --------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Blackstone CQP Holdco L.P. (BXCQP) based on Cheniere Energy Partners L.P. 's (CQP) strong track record and continued cash flow stability. S&P also affirmed its 'B+' issue-level rating and its '2' recovery rating remains unchanged on BXCQP's senior secured term loan. The '2' recovery rating indicates that S&P expects substantial recovery (70%-90%; rounded estimate: 75%) in the event of a payment default. Previously, S&P evaluated CQP and its wholly owned subsidiary Sabine Pass Liquefaction LLC (SPL) on an unconsolidated basis. However, the rating agency reassessed how it views the CQP-SPL relationship. In particular, S&P believes funding between them is more fungible, which demonstrates a more holistic view of the relationship. Accordingly, S&P now assesses both CQP and SPL using a consolidated approach, lowering the SACP for CQP to 'bb-' from 'bb'. That SACP is the starting point for the rating on BXCQP. S&P continues to rate BXCQP under its noncontrolling equity interest criteria, which the rating agency uses to rate debt instruments issued by entities that own a noncontrolling interest in one or more other entities (the investee company). CQP's assets include SPL, a project financing of a liquefied natural gas (LNG) facility on the U.S. Gulf Coast, Sabine Pass LNG L.P. (SPLNG), a related regasification facility, and Cheniere Creole Trail Pipeline L.P. (CTPL), a dedicated bidirectional natural gas pipeline that serves SPL and SPLNG. The majority of CQP's cash flows are attributable to SPL, where CQP is building six liquefaction trains. Trains 1-5 are fully operational. Train 6 is being commercialized with substantial completion forecast in 2023. Cheniere has announced the signing of three long-term, sales and purchase agreement that represents over 70% of Train 6 nameplate capacity. S&P continues to view BXCQP's outlook as stable, given the rating agency's expectation of a steady distribution stream from CQP and modest dividend growth. S&P expects stand-alone leverage in the low-5x area in 2020 and 2021, marginally improving to the high-4x area in 2022. "We could lower the rating if BXCQP's leverage increases above 6x or interest coverage ratio falls below 1.5x during a protracted period, or if it faces significant liquidity constraints. Such outcomes could follow significant operational encumbrances at SPL that stifle cash flow distributions. Such likelihood is remote given that cash flows are heavily contracted and face primarily investment-grade counterparties. We could also lower the rating if CQP's adjusted weighted-average debt to EBITDA is greater than 6.5x, which would prompt us to lower the SACP on the investee company," S&P said. "A higher rating is unlikely in the absence of an improvement in the SACP for CQP, which we could consider if its debt to EBITDA approaches 5x," the rating agency said. BODY TRANSIT: Seeks to Hire Center City Law as Counsel ------------------------------------------------------ Body Transit, Inc., dba Rascal Fitness, seeks permission from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Center City Law Office, LLC, as its counsel. CCLO will provide the Debtor with these services: (a) Preparing all papers required to be filed in connection with this bankruptcy proceeding including all schedules, statement of financial affairs, lists of creditors, operating reports and other papers; (b) Giving the Debtor legal advice with respect to the powers and duties as debtors-in-possession; (c) Representing the Debtor at its initial Debtor interview, its first meeting of creditors, all status hearings; confirmation hearings and any Rule 2004 examinations; (d) Preparing on behalf of the Debtor all necessary applications, answers, complaints, motions, orders, reports an all legal papers; and (e) Performing all other legal services for the Debtor as debtor-in-possession as may be required and necessary concerning the continued administration of the Debtor's case, including the preparation of the disclosure statement and plan of reorganization. The firm will charge the Debtor with these rates: Principal : $275 per hour for 2019 and $280 as of January 1, 2020 Associates: 165 per hour Prior to the Petition Date, the Debtor paid CCLO $7,000 as a retainer for the Chapter 11 filing. CCLO claims that it is a "disinterested person" under Section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtor's estate. About Body Transit, Inc. Body Transit, Inc., dba Rascals Fitness, is a locally owned and operated fitness center offering gym memberships. Rascals Fitness offers sports-specific training for youth and specializes in goal-oriented fitness, such as weight loss and toning. Marc Polignano founded the company in 2007. The company filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 20-10014) on January 2, 2020. In the petition signed by Marc Polignano, president, the Debtor estimated between $50,000 and $100,000 in assets, and between $10 million and $50 million in liabilities. Center City Law Offices, LLC, serves as the Debtor's counsel. Judge Eric L. Frank is assigned to the case. BRIGHT MOUNTAIN: Closes $1.5 Million Initial Unit Offering ---------------------------------------------------------- Bright Mountain Media, Inc., closed the initial $1,517,500 in a private offering on Jan. 10, 2020. The Offering was for a $500,000 minimum and a maximum of $5 million. The Offering consists of units each unit contains one share of Common Stock and one warrant exercisable for one share of Common Stock at an offering price of $0.50 per Unit. The Warrants are five-year Warrants to purchase one share of Common Stock at an exercise price of $0.75 cents per share. The initial Offering was for a total of $1,517,750 to twenty-six accredited investors purchasing aggregate of 3,035,500 units. The Company received proceeds of $1,265,087 and $252,663 was paid to the placement agent a registered broker dealer as their Placement Agent fees. Spartan also received Warrants to purchase 335,500 shares of Common Stock included in the Offering. All securities issued in the Offering, were sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- http://www.brightmountainmedia.com/-- is a digital media holding company whose primary focus is connecting brands with consumers as a full advertising services platform. Bright Mountain Media's assets include an ad network, an ad exchange platform and 24 websites which are customized to provide its niche users, including active, reserve and retired military, law enforcement, first responders and other public safety employees with products, information and news that the Company believes may be of interest to them. Bright Mountain reported a net loss attributable to common shareholders of $5.33 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $3.01 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, Bright Mountain had $28.36 million in total assets, $7.23 million in total liabilities, and $21.13 million in total shareholders' equity. EisnerAmper LLP, in Iselin, New Jersey, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has experienced recurring net losses, cash outflows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BUHLER-FREEMAN: March 3 Disclosure Statement Hearing Set -------------------------------------------------------- On Jan. 15, 2020, debtor Buhler-Freeman Management, LLC filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Disclosure Statement and Plan. On Jan. 21, 2020, Judge Charles M. Walker ordered that: * March 3, 2020, at 9:00 a.m., in Courtroom 2, Second Floor, Customs House, 701 Broadway, Nashville, Tennessee 37203 is the hearing to consider approval of the Disclosure Statement. * Feb. 21, 2020, is fixed as the last day for filing and serving in accordance with Rule 3017(a) of the Federal Rules of Bankruptcy Procedure written Objections to the Disclosure Statement. * The Debtor shall transmit the Disclosure Statement and Plan to the Debtor, Trustee, United States Trustee, each committee appointed pursuant to Section 1102 of the Bankruptcy Code, and any creditor and party-in-interest who has requested or requests in writing a copy of the Disclosure Statement and Plan. A full-text copy of the order dated Jan. 21, 2020, is available at https://tinyurl.com/yx5bpk88 from PacerMonitor.com at no charge. The Debtor is represented by: LEFKOVITZ & LEFKOVITZ Steven L. Lefkovitz 618 Church Street, Suite 410 Nashville, Tennessee 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 E-mail: slefkovitz@lefkovitz.com About Buhler-Freeman Management Buhler-Freeman Management, LLC, owns in fee simple a real property located at 2739 Old Elm Hill Pike, Nashville, Tenn., valued at $1.30 million. It first sought bankruptcy protection (Bankr. M.D. Tenn. Case No.13-09260) on Oct. 24, 2013. Buhler-Freeman Management again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 19-07025) on Oct. 29, 2019. At the time of the filing, the Debtor disclosed $1.3 million in assets and $775,000 in liabilities. The case is assigned to Judge Charles M. Walker. The Debtor tapped Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC, as its legal counsel. BURLINGTON PAVERS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Burlington Pavers Leasing, LLC 6422 WI-31 Racine, WI 53402 Business Description: Burlington Pavers Leasing, LLC -- https://www.cornerstonepaversusa.com -- is a division of Cornerstone USA and has a wide variety of trucks, trailers and equipment that are available for rent. Chapter 11 Petition Date: February 4, 2020 Court: United States Bankruptcy Court Eastern District of Wisconsin Case No.: 20-20884 Judge: Hon. Katherine M. Perhach Debtor's Counsel: Jerome R. Kerkman, Esq. KERKMAN & DUNN 839 N. Jefferson St., Ste. 400 Milwaukee, WI 53202-3744 Tel: 414-277-8200 Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christopher C. Cape, manager. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/FPYxx0 CABRERA INVESTMENTS: BofA Objects to Disclosure Statement --------------------------------------------------------- Creditor Bank of America N.A. objects to approval of the Disclosure Statement in support of debtor Cabrera Investments, LLC's Chapter 11 Plan of Reorganization. On Feb. 10, 2005, Ladys Cabrera, D.M.D. executed and delivered to Sky Bank (predecessor-in-interest to MBNA America (Delaware), N.A.) a Project Finance Agreement in which Ladys Cabrera, D.M.D. was granted a loan or line of credit in the maximum total principal amount of $300,000. On April 27, 2006, Dr. Ladys Cabrera, P.A. (DLCPA) executed and delivered to MBNA America (Delaware), N.A. (predecessor-by-merger to Bank of America) that certain Project Finance Agreement, dated February 10, 2005, which was subsequently affirmed and amended by that certain Change Notification and Acknowledgement dated May 31, 2006, and renewed and in the original principal amount of $352,784. The Loan renewed and increased the obligations under the Line of Credit. Pursuant to the Disclosure Statement, Through the years, DLCPA has paid for all of the operating expenses of the Debtor relating to the Real Property. However, in recent years, DLCPA has been unable to sustain the debt service relating to the Real Property. Specifically, two foreclosure actions were commenced against the Debtor, by ReadyCap, which according to the Debtor has a first mortgage against the Real Property, and by Bank of America. In the Disclosure Statement and Plan, the Debtor identifies Bank of America under Class 4- Impaired with a claim in the total amount of $323,102 of which zero is secured and $323,102 is unsecured. Bank of Americas wholly unsecured claim, in the amount of $323,102, will be paid in accordance with Class 6 unsecured creditors. ReadyCap and Bank of America are the only 2 unsecured creditors identified in the Plan and Disclosure Statement with total unsecured claim amounts in the amount of $559,105. According to BofA, the Disclosure Statement does not adequately inform creditors, and other potentially interested parties, as to the Debtor's actual income and payment of the claims as provided in the Plan. A full-text copy of Bank of America's objection dated January 16, 2020, is available at https://tinyurl.com/screojz from PacerMonitor.com at no charge. Bank of America is represented by: Laudy Luna Bankruptcy and Litigation Counsel Liebler, Gonzalez & Portuondo Courthouse Tower - 25th Floor 44 West Flagler Street Miami, FL 33130 Tel: (305) 379-0400 Fax: (305) 379-9626 E-mail: ll@lgplaw.com About Cabrera Investments Based in Hialeah, Florida, Cabrera Investments, LLC, filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-19175) on June 30, 2018, estimating $100,001 to $500,000 in total assets and $500,001 to $1 million in total liabilities. Ricardo A. Rodriguez, Esq. of the law firm of Rodriguez Law, P.L. is the Debtor's counsel. Zach B. Shelomith, Esq. of the law firm of Leiderman Shelomith Alexander + Somodevilla, PLLC, is the Debtor's co-counsel. CADIZ INC: Inks First Amendment to EPNG Purchase Agreement ---------------------------------------------------------- Cadiz Inc. entered into a First Amendment to its existing Purchase and Sale Agreement dated Dec. 31, 2018 with El Paso Natural Gas Company, effective Feb. 3, 2020. As amended, the Agreement (i) extends the time period within which Cadiz must complete the purchase of the pipeline segment contemplated by the Agreement from 30 to up to 180 days following the satisfaction by EPNG of certain conditions precedent, with the actual time period depending upon the date upon which such conditions are satisfied, and (ii) increases the balance of the purchase price payable at closing from $18 million to $19 million. About Cadiz Founded in 1983 and headquartered in Los Angeles, California, Cadiz Inc. -- http://www.cadizinc.com/-- is a publicly held natural resources company that owns 70 square miles of property with significant water resources in Southern California. The Company is the largest agricultural operation in San Bernardino, California, where it has sustainably farmed since the 1980s, and is partnering with public water agencies to implement the Cadiz Water Project, which over two phases will create a new water supply for approximately 400,000 people and make available up to 1 million acre-feet of new groundwater storage capacity for the region. Cadiz abides by a holistic land management plan focused on environmental conservation and sustainable practices to manage its land, water and agricultural resources. Cadiz Inc. reported a net loss and comprehensive loss of $26.27 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $33.86 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $73.52 million in total assets, $160.16 million in total liabilities, and a total stockholders' deficit of $86.64 million. CATALINA SEA: Sets Bidding Procedures for All Assets ---------------------------------------------------- Catalina Sea Ranch, LLC, filed with the U.S. Bankruptcy Court for the Central District of California a notice of their proposed form of Asset Purchase Agreement, and proposed bidding procedures in connection with the auction sale of substantially all assets. The Debtor developed an offshore mussel farm to grow blue Mediterranean mussels on its 100-acre site located approximately six miles offshore on the San Pedro shelf between Long Beach and Huntington Beach. It secured the first permit with the United States Army Corps of Engineers ("USACE") for an Offshore Aquaculture Facility in U.S. Federal Waters, with unanimous and unprecedented approval from the California Coastal Commission ("CCC"). The Debtor's primary assets include marine vessels; various specialized equipment related and used to establish and monitor the mussel farm for the Debtor’s operations; and a permit with the USACE, subject to conditions related thereto from the National Oceanic and Atmospheric Administration ("NOAA") and the CCC. The Debtor ran out of cash in June 2019. It has no employees, no cash collateral, no accounts receivable, and has ceased harvesting and sales operations. That said, the mussels are living animals that continue to grow on rope lines below the sea surface, within an area permitted by USACE and subject to strict conditions imposed by the United States Coast Guard, USACE, NOAA and CCC. The mussels are perishable and need to be actively managed in their growing cycle weekly as part of normal aquaculture operations. Therefore, it became necessary for the Debtor to borrow funds and utilize the funds to pay for essential goods and services provided to the Debtor in the ordinary course of its business pursuant to two service agreements, for tasks such as: managing the Debtor's operations; financial management and accounting services; provision of a licensed skipper and crew labor skipper for vessels; and, human resources management. The foregoing necessary services have been provided to restore, protect, preserve and maintain the Debtor's marine farm operations, and to return the Debtor’s mussel farm to compliance with its USACE permit, for the benefit of its estate. The Debtor cannot sustain operating in chapter 11 for any extended period of time. The USACE could rescind the Debtor's permit at any time for ongoing noncompliance. The loss of the USACE permit would diminish if not destroy the value of the Debtor's assets. It therefore believes that proceeding with the Bidding Procedures and Auction to a purchaser prepared to assume responsibility for proper mussel farm operations, will minimize additional economic loss to the bankruptcy estate as it is the best way for this estate to realize the maximum value of the Debtor's business. Because of the highly specialized and capital-intensive nature of its business, the Debtor believes that it is critically important for a sale of its assets to be consummated as soon as possible in order to maximize the value of the assets of its estate. It further believes that failure to proceed with the Bidding Procedures and Auction will ultimately result in a complete shutdown and liquidation of its assets and a net recovery that is substantially less than the Debtor's secured debt in the approximate amount of $1.25 million asserted by Pacific Mariculture, LLC ("PM"). In connection with the Auction, Valcor, the Debtor's Financial Advisor, will prepare a data room to include financial and operational information pertaining to the Debtor's business, and Valcor will embark on a comprehensive sale process, including contacting the broad data base of prospective buyers that Valcor created pre-petition. In addition to providing notice of the Auction to all of the prospective buyers that Valcor has identified, the Debtor will provide notice of the Auction to all of its creditors and equity interest holders in the hope that some of them may be interested or may know of others who would be in purchasing its assets. In order to maximize the value of the estate, the Debtor is requesting the Court to approve this Bid Procedures Motion in order to provide prospective bidders with sufficient amount of time possible under the circumstances to (i) understand the Auction sale process, (ii) conduct due diligence, and (iii) formulate a purchase offer to be presented in connection with the Auction. The salient terms of the Bidding Procedures are: a. Initial Bid: In addition to any debt that any prospective bidder desires to assume and any other form of consideration any prospective bidder desires to provide, each prospective bidder must agree to pay cash to the Debtor's estate of not less than$1,250,000 and to assume and/or to pay all of its outstanding post-bankruptcy debt (other than any professional fees/expenses) that would be owing by the Debtor at the time of the sale closing. b. Deposit: $250,000 c. Auction: The proposed Auction will occur (subject to the availability of the Court) in the Court in early-to-mid March 2020. d. Bid Increments: $25,000 A copy of the APA form and the Bidding Procedures is available at https://tinyurl.com/wu2uyon from PacerMonitor.com free of charge. A hearing on the Motion is set for Jan. 28, 2020 at 2:00 p.m. About Catalina Sea Ranch Catalina Sea Ranch, LLC, a Delaware limited liability company, was formed in November 2012 to develop the first offshore aquaculture facility in federally regulated waters of the United States. Its initial strategic plan began with its founder Phil Cruver's vision to develop a commercially sustainable offshore mussel farm to grow blue Mediterranean mussels on its 100-acre site located approximately six miles offshore on the San Pedro shelf between Long Beach and Huntington Beach. It established an operations center at the Port of Los Angeles located on a deep-water channel where it berths its vessels. The company then began development of a 38 longline mussel farm and installed anchors, ropes and floats, and seeded mussels on grow lines attached to the longlines. On Sept. 15, 2019, and prior to activating the Assignment, an involuntary petition under chapter 7 of the Bankruptcy Code was filed against Catalina Sea Ranch, LLC. On Dec. 18, 2019, the case was converted to chapter 11 (Bankr. C.D. Cal. Case No. 2:19-bk-24467). CATSKILL DISTILLING: Asks Court to Permit Use of Cash Collateral ---------------------------------------------------------------- Catskill Distilling Co., Ltd., seeks permission from the Bankruptcy Court to use cash collateral to continue operations in the normal course of its business. Before the Petition Date, the Debtor executed a note and security agreement with Jeff Bank in the approximate amount of $2,748,156.14, collateralized by a substantial amount of the Debtor's assets, including its equipment, machinery and inventory. Jeff Bank obtained a money judgment against the Debtor on said amount. The budget accompanying the motion provides for $29,545.91 in total expenses, including $9,500 of biweekly payroll, $3,650 in insurance and $3,727 in utilities. A copy of the budget at Exhibit B is available at https://is.gd/NWvMmS from PacerMonitor.com free of charge. According to the Debtor, Jeff Bank is an over-secured creditor and that the Debtor's use of cash collateralis not decreasing the value of Jeff Bank's lien. The Debtor asserts that the fair market value of the assets, upon which Jeff Bank has a lien, far exceeds the amount owed to Jeff Bank. To the extent that Court determines that the value of the property is depreciating, the Debtor is willing to provide Jeff Bank adequate protection payments during the period before its Chapter 11 Plan is confirmed. The Debtor proposes a monthly adequate protection payment to Jeff Bank of $1,000. A copy of the motion is available for free at https://is.gd/K4JphV from PacerMonitor.com. About Catskill Distilling Company Catskill Distilling Company, Ltd. is a distillery in Bethel, N.Y., owned and run by Stacy Cohen. Catskill Distilling Company filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-36861) on Nov. 19, 2019. In the petition signed by Stacy Cohen, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Michelle L. Trier, Esq., at Genova & Malin, is the Debtor's legal counsel. CELADON GROUP: 3400 Market Buying York Property for $9.25M ---------------------------------------------------------- Celadon Group, Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize the private sale of nonresidential real property located at 3400 West Market Street, York, Pennsylvania, which property includes (a) all apparatus, equipment and appliances affixed to and used in connection with the operation and occupancy of such property (with certain exclusions related to improvements owned by the Tenant) and (b) an industrial building with approximately 339,876 square feet of rentable warehouse and office space, 3400 Market Industrial, LLC for $9.25 million, as contemplated by the Purchase and Sale Agreement. Prior to the Petition Date, and in the ordinary course of the Debtors' management of its real estate holdings, the Seller, along with its real estate broker Jones Lang LaSalle began marketing the York Property for sale. In the summer of 2019, the Debtors engaged in negotiations and a diligence process with the Purchaser for the purchase of the York Property. As a result of their negotiations, on Aug. 22, 2019, the Purchaser and the Seller entered into a purchase agreement for the York Property, which was subsequently amended three times on Sept. 20, 2019, Oct. 10, 2019 and Oct. 23, 2019. However, prior to the transaction closing, on Nov. 7, 2019, the Previous Purchase Agreement was terminated by the Purchaser. After the Petition Date, the Debtors, along with the Broker, continued to market the York Property for sale. The York Property is considered part of the Debtors' Remaining Assets, subject to the Remaining Assets Bidding Procedures Motion, which was approved in part by the bidding procedures order entered. During this time, the Purchaser advised that it had completed its diligence process on the York Property and that it once again desired to purchase the York Property. Despite the Debtors’ efforts in the marketing process, the Debtors only received an indication of interest and offer from the Purchaser. As there were no other offers, upon receiving such renewed interest from Purchaser, the Debtors and the Purchaser began negotiations for the sale of the York Property. As a result of substantial arms'-length negotiations between the Purchaser and the Debtors, the Purchaser agreed to purchase the York Property for $9.25 million subject to the Purchase Agreement. The negotiations also resulted in a transaction structure that could close promptly on terms favorable to the Debtors. The Seller will not be liable for damages or specific performance; provided that upon approval by the Bankruptcy Court of such sale to a third party purchaser the Purchaser will additionally be entitled to receive, out of the proceeds of the sale to such third party, (i) a break-up fee of $277,500, and (ii) reimbursement of its reasonable and documented expenses not to exceed $138,750. The closing date of the private sale will take place on the earlier of (i) Feb. 14, 2020, or (ii) the third business day after the Purchaser receives a fully executed Tenant Estoppel, or (iii) entry of an order by the Court approving the Sale and Purchase Agreement. The Purchase Agreement requires the Purchaser to fund in good faith, a deposit of $200,000. It does not contemplate a right to credit bid. While the York Property could be put up for auction subject to the auction contemplated by the Remaining Bidding Procedures Motion, which is currently scheduled to be held Jan. 22, 2020, the terms offered by the Purchaser are materially superior to the terms that the Debtors could hope to achieve at the Auction. Given that (a) the Purchaser can consummate the private sale transaction sooner than if the Debtors subjected the York Property to the Auction with the other Remaining Assets, (b) thus far, there have been no other offers for the York Property, and (c) nothing in the Purchase Agreement prohibits the Debtors from consummating any alternative transaction that, in the Debtors' business judgement will maximize the value of their estates (subject to the Break-Up Fee), the Debtors believe in their business judgment and in consultation with the Consultation Parties that it is unlikely the Auction will lead to a higher or otherwise better bid for the York Property. Accordingly, they ask to sell the York Property to the Purchaser, pursuant to a private sale, free and clear of all liens, claims, encumbrances and other interests. Finally, the Debtors are asking relief from the fourteen-day stay imposed by Bankruptcy Rule 6004(h) for the private sale. A copy of the APA is available at https://tinyurl.com/wkjvzd9 from PacerMonitor.com free of charge. About Celadon Group Celadon Group, Inc. -- https://celadontrucking.com/ -- is a North American truckload freight transportation company, primarily providing point-to-point shipping, warehousing, supply chain logistics, tractor leasing and other transportation and logistics services for major customers throughout North America. Celadon Group and 25 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12606) on Dec. 8, 2019. As of Dec. 2, 2019, the Debtors disclosed $427 million in assets and $391 million in liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel; Scudder Law Firm, P.C., L.L.O. as special counsel; Alixpartners, LLP as financial advisor; and Kurtzman Carson Consultants, LLC as notice, claims and balloting agent and administrative advisor. CELADON GROUP: Selling Hyndman's Ayr Property for CAD$12 Million ---------------------------------------------------------------- Celadon Group, Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize the private sale of Hyndman Transport Limited's non-residential real property located at 2616 Cedar Creek Road, Ayr, Ontario, Canada to Wyndham Street Investments, Inc. for CAD$12 million, as contemplated by the Agreement of Purchase and Sale. The proposed sale of the Premises has been marketed throughout the Debtors' chapter 11 cases as part of their Remaining Assets, subject to the Remaining Assets Bidding Procedures Motion, which was approved in part by the bidding procedures order entered. As a result of these marketing efforts, the Debtors received several indications of interest or offers to purchase the Premises, including the indication of interest and offer that the Debtors received from the Purchaser. The Purchaser's offer was superior to the other expressions of interest that the Debtors received and was at or above the Debtors' expectations of value should the Debtors subject the Premises to the Auction. Thus, they proceeded with negotiating the Purchase Agreement. As a result of substantial arms'-length negotiations between the Purchaser and the Debtors, the Purchaser agreed to purchase the Premises for CAD$12 million, subject to the Purchase Agreement. The negotiations also resulted in a transaction structure that could close promptly on terms favorable to the Debtors. The Purchase Agreement requires the Purchaser to fund in good faith, a deposit of CAD$500,000. The Debtors are not seeking to sell the Premises free and clear of any unexpired leasehold interests or other rights. The Purchase Agreement does not contemplate a right to credit bid. The broker acting on behalf of the Purchaser is CBRE Limited, Inc., and upon closing of the private sale transaction, the Seller will pay 1% of the Purchase Price to the Broker. While the Purchase Agreement provides for and allows the consummation of an alternative transaction, if the Seller terminates the Purchase Agreement in favor of a sale to a third party, the Purchaser is entitled to receive CAN$360,000 from the proceeds of the alternate transaction. The closing date of the private sale will take place no later than 6:00 p.m. on the date that is 30 days after the execution of the Purchase Agreement, and is conditioned upon the entry of an order by the Bankruptcy Court approving the sale and Purchase Agreement. While the Premises could be put up for sale subject to the auction contemplated by the Remaining Bidding Procedures Motion, which is currently scheduled to be held Jan. 22, 2020, the terms offered by the Purchaser are materially superior to the terms that the Debtors could hope to achieve at the Auction. Given that (a) the Purchaser can consummate the private sale transaction sooner than if the Debtors subjected the Premises to the Auction with the other Remaining Assets, (b) thus far, other potential bids and indications of interest in connection with the marketing of the Premises have not exhibited value or interest comparable to the proposed sale, and (c) nothing in the Purchase Agreement prohibits the Debtors from pursuing or consummating any alternative transaction that, in their business judgement will maximize the value of their estates (subject to the Break-Up Fee), the Debtors believe, in their business judgment, and in consultation with the Consultation Parties, that it is unlikely the Auction will lead to a higher or otherwise better bid for the Premises. Accordingly, the Debtors ask to sell the Premises to the Purchaser, pursuant to a private sale, free and clear of all liens, claims, encumbrances, and other interests. Finally, the Debtors are asking relief from the 14-day stay imposed by Bankruptcy Rule 6004(h) for the private sale. About Celadon Celadon Group, Inc. -- https://celadontrucking.com/ -- is a North American truckload freight transportation company, primarily providing point-to-point shipping, warehousing, supply chain logistics, tractor leasing and other transportation and logistics services for major customers throughout North America. Celadon Group and 25 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12606) on Dec. 8, 2019. As of Dec. 2, 2019, the Debtors disclosed $427 million in assets and $391 million in liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel; Scudder Law Firm, P.C., L.L.O. as special counsel; Alixpartners, LLP as financial advisor; and Kurtzman Carson Consultants, LLC as notice, claims and balloting agent and administrative advisor. CENTURY TOWNHOMES: Has Until March 24 to File Plan & Disclosures ---------------------------------------------------------------- On Jan. 21, 2020, Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania ordered that Debtor-in-Possession Century Townhomes Association shall file its proposed Chapter 11 plan and disclosure statement by no later than March 24, 2020. A copy of the order dated Jan. 21, 2020, is available at https://tinyurl.com/u92zon4 from PacerMonitor.com at no charge. About Century Townhomes Association Century Townhomes Association is a Pennsylvania non-profit corporation that operates a homeowners association for residential townhomes located in Clairton, Pennsylvania, known as Century Townhomes. Century Townhomes was a project of Action Housing, Inc., designed to provide affordable housing in the City of Clairton. The development consists of over 425 residential townhomes, owned by individual homeowners, landlords who rent units to leaseholders, and a non-profit organization that provides housing to individuals with disabilities in its units. Century Townhomes Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-21925) on May 10, 2018. In the petition signed by Eric Hatchett, president, the Debtor was estimated to have assets of less than $100,000 and liabilities of less than $500,000. Judge Jeffery A. Deller is the presiding judge. The Debtor hired Campbell & Levine, LLC, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. CHILLER SERVICES: Proposes Feb. 25 Auction of Personal Property --------------------------------------------------------------- Chiller Services Rigging & Demo, Inc., asks the U.S. Bankruptcy Court for the Central District of California to authorize the auction sale of personal property and equipment used in its business, to be conducted by Van Horn Auctions & Appraisal Group, LLC on Feb. 25, 2020 at 10:00 a.m. The Debtor is the owner of certain personal property that it has used in its business. It is in the business of delivering and conducting on site placement (but not installation) of chiller units throughout Southern California. The personal property in question consists of all of the Debtor's personal property used in its business, including but not limited to its demolition and rigging equipment, 2011 Freightliner tractor, 2002 Freightliner utility truck, Trail King low-boy trailer, three forklifts, compressors, rigging equipment, heavy material moving dollies, shackles, hand, pneumatic and electrical tools, hoists, fall protection gear, winches, motors, welders, job boxes, cables, lifting straps, jacks, pallet racking, casters and wheels, ladders, strapping unit, printers, phone system, office furniture fixtures and equipment. A schedule of the Property which is to be sold is set forth in Exhibit 1. The Property consists of all or substantially all of the Debtor's physical assets. Due to the realities faced by the Debtor, including the necessity of replacing its trucks to meet the environmental compliance requirements of the State of California, the expiration of its Lease, and the pending lawsuits against it, the Debtor has determined that it is not feasible or in the best interests of the estate to continue its operations. Accordingly, it has determined that liquidation is its only reasonable option to pay its creditors and that a competitive auction conducted by Van Horn, an experienced and sophisticated company specializing in auctioneering services in the relevant industry, is by far the most likely way to generate the highest possible return for the estate. Further, the prompt sale of the Property by a public auction to be conducted both online and on-site will maximize value for the estate. Consequently, Debtor is confident that the sale of the Property, is in the best interests of creditors and its estate. The Debtor proposes to sell the Property free and clear of all liens, claims, and encumbrances, outside its ordinary course of business. It has determined that the best means for it, through the services of an auctioneer, to obtain the most favorable recovery from the sale of the Property is for Debtor to conduct an auction of the Property, subject to open bidding with such auction scheduled to be conducted on Feb. 25, 2020 at 10:00 a.m. at its principal place of business, located at 9620 Santa Fe 20 Springs Road, Santa Fe Springs, California. The bidding will also take place concurrently online by the use of BidSpotter.com. It allows for real-time bidding both in person at the Real Property and online so that the most value can be obtained for the Property. The Debtor and Van Horn have executed their agreed-upon auction procedures. Van Horn requires at least three weeks to market the auction to ensure the highest possible return. Further, the Debtor's lease of the Real Property expires on Feb. 29, 2020. Therefore, the Debtor must vacate the Real Property on Feb. 29, 2020. Accordingly, Van Horn proposes to set the auction for Feb. 25, 2020. As compensation for conducting the auction, Van Horn would receive a commission that will be derived from a 15% buyers' premium charged to each purchaser. It would also receive reimbursement for expenses related to the sale, including for the marketing of the sale, preparation of the Property for the sale, labor on the day of the sale, and set-up and removal of all of the Property. Pursuant to the Auction Agreement, these expenses will not exceed $11,200. The proceeds of the auction, after payment of Van Horn's fee and expenses, will go 100% to the estate. Van Horn estimates the auction will generate between $60,000 and $65,000. After taking into account Van Horn's actual expenses, it is anticipated that the sale will result in funds of approximately $49,000 to $54,000 to the estate. Finally, the Debtor asks that the Court waives the 14-day stay of orders provided by Federal Rules of Bankruptcy Procedure 6004(h) to allow it to immediately begin efforts to complete the sale once the order authorizing the Sale is entered. A copy of the Auction Agreement and Exhibit 1 is available at https://tinyurl.com/vzan3cd from PacerMonitor.com free of charge. A hearing on the Motion is set for Jan. 29, 2020 at 9:00 a.m. About Chiller Services Rigging & Demo Chiller Services Rigging & Demo, Inc., a privately held company in Santa Fe Springs, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-22677) on Oct. 28, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Sandra R. Klein. The Debtor is represented by Lane K. Bogard, Esq., at Haberbush & Associates, LLP. COALINGA REGIONAL: March 31 Plan Confirmation Hearing Set --------------------------------------------------------- On Jan. 14, 2020, the U.S. Bankruptcy Court for the Eastern District of California, Fresno Division, convened a hearing for the Second Amended Disclosure Statement referring to the Second Amended Plan of Adjustment filed by Debtor Coalinga Regional Medical Center. On January 16, 2020, Judge Rene Lastreto II ordered that: * The objections of Beckman Coulter, Inc. are overruled. * The Disclosure Statement is approved. * March 17, 2020, is fixed as the last day for receipt by Wanger Jones Helsley, Counsel for the District as Ballot Agent, for signed acceptances or rejections of the Plan. * March 17, 2020, is fixed as the last day for filing, serving and receipt of written objections to confirmation of the Plan. * A ballot tabulation showing the percentages of acceptances and rejections for impaired classes, in number and dollar amount shall be filed by Wanger Jones Helsley on no later than March 24, 2020. The ballot tally shall also identify ballots that are disputed or challenged by the District, if any. * March 31, 2020, at 9:30 a.m. is fixed as the date and time for commencement of the hearing on confirmation of the Plan of Adjustment in Courtroom 13 in Fresno, California. A full-text copy of the Disclosure Statement Order dated Jan. 16, 2020, is available at https://tinyurl.com/vp8zxhb from PacerMonitor.com at no charge. The Debtor is represented by: Wanger Jones Helsley Riley C. Walter 265 E. River Park Circle, Ste. 310 Fresno, CA 93720 E-mail: rwalter@wjhattorneys.com About Coalinga Regional Medical Center Established in 1938, Coalinga Regional Medical Center -- http://coalingamedicalcenter.com/-- provides these health care services to the community: acute care, emergency department, licensed laboratory, physical therapy, radiology department, respiratory therapy, skilled nursing facility, D.O.T. exams and industrial medicine. Coalinga Regional Medical Center sought protection under Chapter 9 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-13677) on Sept. 7, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The Debtor tapped Riley C. Walter, Esq., at Walter Wilhelm Law Group, as its legal counsel. COMMUNITY HEALTH: BlackRock Has 14.5% Stake as of Dec. 31 --------------------------------------------------------- BlackRock, Inc. disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2019, it beneficially owns 17,056,310 shares of common stock of Community Health Systems Inc., which represents 14.5 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://is.gd/TqTGRi About Community Health Community Health -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 99 affiliated hospitals in 17 states with an aggregate of approximately 16,000 licensed beds. The Company's headquarters are located in Franklin, Tennessee. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." Community Health reported a net loss attributable to the Company's stockholders of $788 million for the year ended Dec. 31, 2018, compared to a net loss attributable to the Company's stockholders of $2.45 billion for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $15.89 billion in total assets, $17.16 billion in total liabilities, $498 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.76 billion. * * * As reported by the TCR on Nov. 29, 2019, S&P Global Ratings raised its issuer credit rating on U.S.-based hospital operator Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). The upgrade to 'CCC+' reflects the company's longer-dated debt maturity schedule, and S&P's view that Community's efforts to rationalize its hospital portfolio as well as improve financial performance and cash flow should strengthen credit measures over the next couple of years. Also in November 2019, Fitch Ratings downgraded Community Health Systems, Inc.'s Issuer Default Rating to 'C' from 'CCC' following the company's announcement of an offer to exchange a series of senior unsecured notes due 2022. The downgrade results from Fitch viewing the transaction as a distressed debt exchange. CORNERSTONE PAVERS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Cornerstone Pavers, LLC 6422 Hwy 31 Racine, WI 53402 Business Description: Cornerstone Pavers, LLC -- https://www.cornerstonepaversusa.com/ -- is a heavy and highway concrete paving Company that has performed a wide variety of concrete paving, patching, grading, sidewalk and curb & gutter work as a prime contractor and as a subcontractor since its incorporation in 2005. Chapter 11 Petition Date: February 4, 2020 Court: United States Bankruptcy Court Eastern District of Wisconsin Case No.: 20-20882 Judge: Hon. Katherine M. Perhach Debtor's Counsel: Jerome R. Kerkman, Esq. KERKMAN & DUNN 839 N. Jefferson St., Ste 400 Milwaukee, WI 53202-3744 Tel: 414-277-8200 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christopher C. Cape, manager. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/LL6qZM CTOS LLC: Moody's Affirms B2 CFR & Alters Outlook to Stable ----------------------------------------------------------- Moody's Investors Service affirmed the ratings of CTOS, LLC, including the B2 corporate family rating and a B2-PD probability of default rating. In addition, Moody's assigned CTOS's $683 million senior secured credit facility a B2, consisting of a $125 million revolver with a 1-year extension to 2023 and a $558 million 2-year extension to the term loan to 2025. Moody's will withdraw the ratings on the company's existing debt that is being refinanced at the close of the transaction. The rating outlook has been changed to positive. "Custom Truck's scale is increasing and its credit metrics are improving, driven by strong end-market demand for its products, primarily from the utility and telecom industries, supported by an aging electrical grid and the ongoing buildout of 5G networks", said Brian Silver, a Moody's Vice-President and lead analyst for CTOS. RATINGS RATIONALE The affirmation of the B2 CFR and change to positive outlook reflects Moody's expectation the company will continue to perform well over the near term, building on the company's good operating performance and associated deleveraging for the last two years. Scale is increasing at a healthy clip on a higher asset base, with annual sales just surpassing the $1 billion mark while EBITDA margin continues to expand. Moody's expects free cash flow to be positive in FY20, in large part because capital expenditures are expected to slow relative to FY19. Nonetheless, CTOS will still grow its fleet, which will limit free cash flow generation (inclusive of proceeds from the sale of used equipment). Also, the company is exposed to cyclical end-markets as it has expanded beyond the traditional business of serving the utilities sector, but the markets are likely to follow differing cycles. The positive outlook reflects Moody's expectation that funds from operations-to-debt will be sustained above 20% on healthy end market demand. CTOS will continue to invest in its fleet, but also will pull back aggressively if demand slows. The risk is that CTOS will miss the timing of that pull back, when demand slows yet fleet continues to grow, so needs strong liquidity to offset that risk. The positive outlook also does not anticipate the payment of any dividends to the company's sponsor. The ratings could be upgraded if EBITDA-to-interest is sustained above 3.5 times, debt-to-EBITDA is sustained below 4 times, funds flow from operations-to-debt is sustained above 25%, demonstrates sound returns on the incremental investment in its fleet and the company maintains at least good liquidity owing to the cyclical nature of its end markets. The ratings could be downgraded if leverage increases and is sustained above 4.75 times, funds flow from operations-to-debt falls below 15%, or EBITDA-to-interest is sustained below 3 times. In addition, if there is a material weakening of liquidity or the company makes a large debt-financed acquisition or dividend payment to its sponsor, the ratings could be downgraded. Moody's believes CTOS has low environmental risk or social risk associated with its operations. The company has a governance risk, as the company is owned by private equity sponsor Blackstone, which could lead to an increasingly aggressive financial policy over time. Assignments: Issuer: CTOS, LLC Senior Secured Bank Credit Facility, Assigned B2 (LGD3) Affirmations: Issuer: CTOS, LLC Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Outlook Actions: Issuer: CTOS, LLC Outlook, Changed To Positive From Stable The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. CTOS, LLC was created in 2015 by merging various companies to build scale and gain market share in the vocational truck market. The company offers many types of vocational trucks, including but not limited to bucket trucks, digger derricks, boom trucks, dump trucks, roofing conveyors and heavy haul trailers serving multiple end markets. The company also emphasizes sales, parts, and service of its equipment and is a leader in upfitting/modifications of vocational trucks. The company was renamed to CTOS from UOS, LLC in 2018 and is majority owned by private equity firm Blackstone. The company is also private and does not publicly disclose its financials. Revenues for the twelve months ended September 30, 2019, were approximately $1 billion. DEBT RESOLVE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Debt Resolve, Inc. 22 Saw Mill River Road - 2nd Floor Hawthorne, NY 10532 Business Description: Debt Resolve, Inc. -- https://www.debtresolve.com -- provides software solutions to consumer lenders or those collecting on consumer loans using a Software-as-a-Service (SaaS) model. The Company has marketed its services primarily to consumer banks, collection agencies, and the buyers of defaulted debt in the United States. Debt Resolve, Inc. is a Delaware corporation formed in April 1997. Chapter 11 Petition Date: February 4, 2020 Court: United States Bankruptcy Court Southern District of New York Case No.: 20-22191 Judge: Hon. Robert D. Drain Debtor's Counsel: Anne Penachio, Esq. PENACHIO MALARA, LLP 245 Main Street, Suite 450 White Plains, NY 10601 Tel: 914-946-2889 E-mail: frank@pmlawllp.com Total Assets as of December 31, 2019: $1,900,000 Total Debt as of December 31, 2019: $12,066,656 The petition was signed by Ray Conta, director. 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/8tT4z9 DELPHI COMMUNITY SCHOOL: S&P Affirms 'BB+' Bond Rating ------------------------------------------------------ S&P Global Ratings affirmed its 'BB+' underlying rating on Delphi Community Multi School Building Corp., Ind.'s series 2019 ad valorem property tax first-mortgage bonds, issued for Delphi Community School Corp. At the same time, S&P removed the bonds from CreditWatch, where they were placed with negative implication on Nov. 20, 2019. The outlook is negative. "The 'BB+' underlying rating reflects our view of the district's recent lack of effective internal controls and decision-making that contributed to a structural imbalance, significant management turnover in a short period, a rapidly declining liquidity position (culminating in the issuance of an emergency cash-flow loan), and an extended inability to track ongoing cash levels," said S&P Global Ratings credit analyst John Sauter. The CreditWatch designation reflected heightened uncertainty on the district's current and projected year-end cash position and its ability to timely repay both the emergency loan and regularly scheduled long-term debt. "The removal of the CreditWatch follows the district's full and timely repayment of the loan (and all other debt) and our receipt of more recent cash levels, which, while still low, remained positive at year-end," said Mr. Sauter. Liquidity pressure is now somewhat relieved as the district just closed on a $2 million bond issuance, the proceeds of which were deposited into its operations fund and are available for operating purposes. While proceeds will be used to reimburse the district for capital expenditures funded from the operations fund over the last two years, S&P considers the issuance akin to deficit financing and as a means to infuse the district with cash, but also recognize the cash-flow stability it will provide. "The negative outlook is based on our view of a structural imbalance that the district has yet to fully close. In our view, management and the school board have recognized the district's challenges and what led to them, and it has identified steps it can take to regain balance, some of which are already in place," added Mr. Sauter. "However, the district still has to implement some of these actions to reduce expenditures. Therefore, if it is not able to implement and achieve savings measures that return the budget to balance, and then maintain it, we would likely lower the rating." The series 2019 bonds are secured by lease payments payable from ad valorem property taxes, subject to state circuit-breaker tax caps, but not subject to annual appropriation. Bond proceeds are being used for various renovation and improvement projects, so the leased premises will remain in use and there are no construction risks. S&P rates the bonds at the same level as its view of the district's general creditworthiness, reflecting its view that lease risks are mitigated and that all resources will be used to service the debt. DESERT LAND: April 30 Bid Deadline Set for Las Vegas Strip ---------------------------------------------------------- Attorney Kavita Gupta has been appointed to serve as the Chapter 11 Trustee overseeing the bankruptcy sale of 38.56 acres of privately-owned real property on the world-famous Las Vegas Strip. The Bankruptcy Court has approved bid procedures setting a bid deadline of April 30, 2020 and May 19, 2020 auction for qualified bidders. The 38.56-acre development site includes 750 feet of frontage on Las Vegas Boulevard directly across from Mandalay Bay and is within walking distance from the new Las Vegas Raiders stadium. This once in a lifetime development opportunity is in a Qualified Opportunity Zone and zoned for gaming, hotels, retail, restaurants, entertainment, resort uses and parking among other uses. "The auction process is intended to bring about an efficient, transparent and final sale of this property. The 12 parcels can be purchased individually or in the aggregate with offers reviewed and considered in advance of the bid deadline," said Kavita Gupta, the Chapter 11 Trustee. "There is nothing like this available for development on the Strip. The heart of the Strip between the Wynn property and Mandalay Bay is fully developed. This opportunity is the last true development opportunity in the heart of the Strip," says Matthew Bordwin, Principal at Keen-Summit Capital Partners LLC, one of the exclusive real estate advisors for this offering. "With a trustee appointed and bid procedures approved by the Bankruptcy Court, there will be a sale transaction." Michael Stuart, Broker at Colliers International, one of the exclusive real estate advisors for this offering, commented further that "The southern part of the Strip is becoming a strong growth area due to the opening of the new Raiders Stadium later this year. There is limited opportunity for developers to take advantage of a site of this size and capitalize on the more than 42 million annual visitors." On April 30, 2018, Desert Land, LLC (Case No. 18-12454), Desert Oasis Apartments, LLC (Case No. 18-12456) and Desert Oasis Investments, LLC (Case No. 18-12457) filed Chapter 11 bankruptcy petitions in the District of Nevada. As the court appointed Chapter 11 Trustee, Kavita Gupta is vested with the exclusive right to oversee the sale process and to manage the debtors' property and business activities. In December 2019, Keen-Summit Capital Partners LLC and Colliers International were engaged by the Trustee as exclusive real estate agents for this offering. The approved bid procedures and full offering details are available at www.DevelopTheStrip.com About Keen-Summit Capital Partners LLC Keen-Summit Capital Partners LLC -- http://www.keen-summit.com-- is a real estate brokerage, workout and investment banking firm specializing in special situations, restructurings, bankruptcies and receiverships. With a particular expertise in workouts and restructurings, Keen-Summit Capital Partners LLC represents property owners, retail and commercial tenants, commercial and industrial businesses, investors, developers, and creditors across various industries. Clients benefit from their reputation for excellence and integrity, extraordinary industry experience, in-depth market knowledge, time-tested business approach, deep industry relationships, workout and bankruptcy expertise, and exceptional execution capabilities. About Colliers International Colliers International (NASDAQ, TSX: CIGI) -- http://www.colliers.com/ -- is a global real estate services and investment management company. With operations in 68 countries, its 14,000 enterprising people work collaboratively to provide expert advice and services to maximize the value of property for real estate occupiers, owners and investors. For more than 20 years, its experienced leadership team, owning more than 40% of our equity, have delivered industry-leading investment returns for shareholders. In 2018, corporate revenues were $2.8 billion ($3.3 billion including affiliates), with more than $26 billion of assets under management. DUNCAN MORGAN: Trustee Wants Until April 6 to File Plan ------------------------------------------------------- Kevin L. Sink, Chapter 11 Trustee, moves the Bankruptcy Court for the entry of an Order authorizing and allowing an additional extension of time within which the Trustee may file its Plan of Reorganization and Disclosure Statement for debtor Duncan Morgan, LLC, for 60 days, to and including April 6, 2020. Since his appointment, the Trustee has actively been working to administer this Chapter 11 estate and to determine the amount and nature of claims against this Debtor. A substantial number of proofs of claims were filed against the Debtor, primarily by insiders of the Debtor. The Trustee has discussed these claims with the Bankruptcy Administrator's Office and both parties believe that discovery is necessary to determine the validity, if any, and amount of such claims. The determination of these claim issues will help determine issues relating to any plan of reorganization/liquidation. On Dec. 23, 2019, the Trustee served Bannor Michael MacGregor with a Subpoena to Testify at a Deposition as well as produce additional documents. The Subpoena required MacGregor to produce documents to the Trustee by 5:00 p.m. on Jan. 3, 2020, with a deposition of MacGregor to follow on January 16, 2020. Despite the requirements of the Subpoena and Rule 45, MacGregor failed to either timely produce the documents or timely file an appropriate objection with this Court. Following this failure, the Trustee filed a Motion to Compel Compliance with Subpoena on Jan. 7, 2020. The Motion to Compel remains pending. The Trustee is actively working on plan formulation however needs the additional documents requested in the Subpoena before being able to fully assess the validity of the Claims filed against the Debtor and the proper administration of the Debtor’s assets. The Trustee requests an additional sixty days to file a Plan and Disclosure Statement for the Debtor. Upon information and belief, MacGregor may intend to file his own plan and disclosure statement with respect to the Debtor. Particularly in light of MacGregor's failure to cooperate with the Trustee and produce necessary documents, the Trustee does not believe that any plan proposed by MacGregor would be in the best interest of the Debtor or its creditors. A full-text copy of the Motion dated Jan. 21, 2020, is available at https://tinyurl.com/sloevcc from PacerMonitor.com at no charge. The Trustee can be reached at: Kevin L. Sink NICHOLLS & CRAMPTON, PA. P.O. Box 18237 Raleigh, NC 27619 Telephone: 919-781-1311 Facsimile: 919-782-0465 E-mail: ksink@nichollscrampton.com About Duncan Morgan Duncan Morgan LLC is primarily engaged in renting and leasing real estate properties. Duncan Morgan sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-03113) on Oct. 10, 2019. It was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. The Hon. David M. Warren is the case judge. J.M. Cook, Esq., is the Debtor's counsel. Kevin L. Sink was appointed as Chapter 11 trustee on Aug. 21, 2019. The Chapter 11 Trustee can be reached at: Kevin L. Sink NICHOLLS & CRAMPTON, PA. P.O. Box 18237 Raleigh, NC 27619 Telephone: 919-781-1311 Facsimile: 919-782-0465 E-mail: ksink@nichollscrampton.com DURR MECHANICAL: Steamfitters Buying Equipment for $40K ------------------------------------------------------- Durr Mechanical Construction, Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York a notice of its private sale of its right, title and interest in The Trimble Total Station System to Steamfitters Industry Fund Local 638 for $40,000. A hearing on the Motion is set for Feb. 4, 2020 at 10:00 a.m.. The objection deadline is Jan. 28, 2020 at 4:00 p.m. On Dec. 9, 2016, the Debtor entered into an agreement to purchase (i) the Trimble Total Station System, (ii) a single network license agreement and (iii) a two-day training program (for how to operate the Trimble Total Station System) for $52,615. The Trimble Agreement contemplated the sale of equipment which consisted of: (i) Trimble Field Link with 3D Feature Pack, TRS873 Robotic Total Station #RTS873-KEN-3D-MEP; (ii) Trimble TRS873 3”/2” Robotic Total Station, Trimble Vision, DR HP, green laser; (iii) Trimble Kenai Tablet; (iv) Rod - Trimble standard telescopic rod 2.6m; (v) Charger Kit – Dual Slot; (vi) Accessory – Metal Punch for inverted layout Rod; (vii) Instr./Adv/ holder to PC Con. Cable; (viii) Tripod – Dual Clamp Tri-Max with Trimble Logos; (ix) BAT Lithium-ion 10.8V 6500mAH 70Wh Size-Custom, Smart Rigel (Trimble) (x2); (x) Bag, TRK Pole, Snap-Loc Series; (xi) Bipod, GPS, TRS w/cleat; (xii) Column Clamp with Strap and Ratchet Assembly #61586-90; and (xiii) MT1000 Prism – Trimble MultiTrack Target, Inc 7.4V Li-Ion battery, SKU 20151 replaced with #MT1000-BC ("Trimble Total Station System"). The Trimble Agreement's stated price for the equipment, otherwise known as the Trimble Total Station System, was $44,290. In short, the Trimble Total System is a computer-generated tool which assists contractors in establishing the correct distance and measurements for piping installation through the use of a precise laser projection. The Trimble Total Station System is presently not being used by the Debtor and is further decreasing in value as more time passes. The Debtor is receiving a very favorable price for the equipment. Local 638 has advised that they would like to purchase the Trimble Total Station System for the Purchase Price as soon as possible. Accordingly, approval of the Sale is warranted based upon the facts of the matter. The Debtor proposes to sell Trimble Total Station System free and clear of all liens, claims, encumbrances and interests. Any Liens against the property will attach to the net proceeds of sale. The private sale will enable the Debtor to realize maximum value for Trimble Total Station System and is in the best interests of the Debtor's estate and its creditors. No other parties have expressed an interest in purchasing Trimble Total Station System and the sale of Trimble Total Station System results in a $40,000 cash infusion into the Debtor's estate. The Debtor desires to liquidate and monetize the Trimble Total Station System (it no longer has a legitimate business purpose for) and a private sale will result in funds received by the Debtor while it continues its orderly liquidation. The Debtor, in the exercise of its reasonable business judgment, has concluded that the sale of Trimble Total Station System by this private sale to Local 638 is likely to produce the highest or best offer that could reasonably be obtained for Trimble Total Station System. Therefore, the sale of Trimble Total Station System is in the best interests of the Debtor, its estate and creditors. Finally, the Debtor asks a waiver of the 14-day stay requirement of Rule 6004 as being in the best interests of the Debtor and its estate by virtue of the fact that Local 638 wants to purchase Trimble Total Station System as soon as possible, and if it is not achieved in a timely manner, Local 638 will ask to purchase alternative equipment (not from the Debtor) on the open market. About Durr Mechanical Durr Mechanical Construction, Inc. -- http://www.durrmech.com/-- is a mechanical contracting company headquartered in New York. It offers commercial HVAC, scheduling and cost control, BIM drafting, erecting and setting equipment, process piping, power piping, and emergency services. Durr Mechanical Construction filed a voluntary petition for reorganization under Chapter 11 of Title 11 of the United States Code (Bankr. S.D.N.Y. Case No. 18-13968) on Dec. 7, 2018. In the petition signed by Kenneth A. Durr, president, the Debtor was estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities. LaMonica Herbst & Maniscalco, LLP, led by Michael Thomas Rozea, and Adam P. Wofse, serves as counsel to the Debtor. DYNASTY ACQUISITION: S&P Affirms 'B' ICR; Outlook Stable -------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Dynasty Acquisition Co. Inc. following the company's announcement of its plan to upsize its first-lien term loan B-1 by $200 million to repay drawings on the company's asset based lending (ABL) revolver. The outlook is stable. S&P also affirmed its 'B' issue-level rating to the first-lien credit facility following the upsize. The recovery rating on this debt remains '3'. S&P expects cash flow to improve in 2020 after a correction of inventory issues that significantly affected free cash flow in 2019. Dynasty had to draw on its ABL in 2019 to fund working capital needs because of a shortage of parts on high-volume engine platforms. As a result, the company is upsizing its first-lien term loan B-1 by $200 million to pay down the borrowings on the ABL, which was also recently increased to by $100 million, improving liquidity. While S&P expects inventory issues to continue into the first half of 2020, the rating agency expects original equipment manufacturers (OEMs) to be able to reduce the parts shortage later in the year. Due to reduced reliance on the ABL going forward, S&P expects debt to EBITDA to improve from the 2019 level of above 10x, that was affected by transaction-related expenses, to about 6.1x-6.5x in 2020. The stable outlook on Dynasty reflects S&P's expectations that despite the increase in debt to fund cash outflows caused by parts shortages, debt to EBITDA will improve, but remain in line with the current rating over the next year. S&P now expects debt to EBITDA of 6.1x-6.5x in 2020. "We could lower our ratings on Dynasty if the company's debt to EBITDA increases above 7x over the next 12 months and we don't expect it to improve. This could happen if the company continues to have inventory issues that result in lower earnings and free cash flow, demand is lower on the company's key platforms, operational issues result in earnings below our expectations, or investment needs are higher than previously expected. Alternatively, this could also occur if Dynasty undertakes debt-financed acquisitions or dividends that further increase its leverage," S&P said. "We could raise our ratings on Dynasty in the next 12 months if its debt to EBITDA falls below 6x on a consistent basis even with any additional acquisitions or investments in new platforms. This could also occur if cash flow is higher than we expect resulting in additional debt repayment, and in the absence of any debt-financed acquisitions or dividends," the rating agency said. EARTH FARE: To Commence Store Inventory Liquidation Sales --------------------------------------------------------- Earth Fare, the authentic specialty natural and organic grocery store and full-service supermarket, on Feb. 3 disclosed that it will begin inventory liquidation sales at all of its stores. Pursuant to the Worker Adjustment and Retraining Notification Act (WARN), all employees have been notified of the impending closure of the company's stores and corporate office. During this time, the Company will continue to pursue a sale of assets, in whole or in parts. "Earth Fare has been proud to serve the natural and organic grocery market, and the decision to begin the process of closing our stores was not entered into lightly. We'd like to thank our Team Members for their commitment and dedication to serving our customers, and our vendors and suppliers for their partnership," said Earth Fare. Over the course of the past few years, the Company has implemented numerous strategic initiatives aimed at growth and expansion and enhancing the customer experience. "While many of these initiatives improved the business, continued challenges in the retail industry impeded the company's progress as well as its ability to refinance its debt. As a result, Earth Fare is not in a financial position to continue to operate on a go-forward basis. As such, we have made the difficult, but necessary decision to commence inventory liquidation sales while we continue to engage in a process to find potential suitors for our stores," added Earth Fare. "The inventory liquidation sales will feature a truly outstanding assortment of merchandise at very significant price reductions. We encourage shoppers to visit their nearby location now and take advantage of these savings before it's too late. Store fixtures are also available for sale as part of this process." About Earth Fare Founded in 1975 in Asheville, North Carolina, Earth Fare -- http://www.earthfare.com/-- is a natural and organic food retailer with locations across 10 states. It offers groceries and wellness and beauty products. EASTERN NIAGARA: Seeks Court Approval to Hire Special Counsel ------------------------------------------------------------- Eastern Niagara Hospital, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire a special counsel. The Debtor proposes to employ Francis Weimer, Esq., an attorney based in Buffalo, N.Y., to handle matters concerning real estate transactions, corporate compliance, physician and professional contracting, vendor contract negotiations, hospital representation in connection with ambulatory surgery center, patient and guardianship issues. The Debtor will pay the attorney an hourly fee of $240 and a retainer of $1,500. Mr. Weimer disclosed in court filings that he is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Weimer maintains an office at: Francis P. Weimer, Esq. 43 Court Street, Suite 730 Buffalo, NY 14202 Phone: (716) 854-3015 Fax: (716) 854-1716 Email: weimer@aarondautch.com About Eastern Niagara Hospital Eastern Niagara Hospital, Inc. -- http://www.enhs.org-- is a not-for-profit organization, focused on providing general medical and surgical services. It offers radiology, surgical services, rehabilitation services, cardiac services, respiratory therapy, obstetrics and women's health, emergency services, acute and intensive care, chemical dependency treatment, occupational medicine services, DOT medical exams, dialysis, laboratory services, child and adolescent psychiatry, and express care. Eastern Niagara Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-12342) on Nov. 7, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtor tapped Jeffrey Austin Dove, Esq., at Barclay Damon LLP, as its legal counsel. The U.S. Trustee for Region 2 appointed creditors to serve on the official committee of unsecured creditors on Nov. 22, 2019. The committee is represented by Bond, Schoeneck & King, PLLC. Michele McKay was appointed as health care ombudsman in the Debtor's bankruptcy case. EASTERN NIAGARA: Seeks to Hire Hunt Commercial as Broker -------------------------------------------------------- Eastern Niagara Hospital, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire Hunt Commercial Real Estate Corp. as its real estate broker. The firm will assist in the sale of the Debtor's real property located at 2600 William St., Newfane, N.Y. Hunt Commercial will receive a 5 percent commission. Should any buyer also employ a broker, such broker will share in the commission and will receive 2.5 percent of the sale price of the property. If a sale results from a pre-contract interested purchaser, Hunt Commercial will be entitled to a commission in the following formula: Within the first 14 days of Zero commission executing the listing Between 15 and 45 days after executing the listing 1% Commission After 45 days through the 2.5% commission duration of the listing Hunt Commercial is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Ronald Tronolone Hunt Commercial Real Estate Corp. 403 Main St., Suite 400 Buffalo, NY 14203 Phone: (716) 854-5943 Fax: (716) 204-7559 Email: gunner@huntcommercial.com About Eastern Niagara Hospital Eastern Niagara Hospital, Inc. -- http://www.enhs.org/-- is a not-for-profit organization, focused on providing general medical and surgical services. It offers radiology, surgical services, rehabilitation services, cardiac services, respiratory therapy, obstetrics and women's health, emergency services, acute and intensive care, chemical dependency treatment, occupational medicine services, DOT medical exams, dialysis, laboratory services, child and adolescent psychiatry, and express care. Eastern Niagara Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-12342) on Nov. 7, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtor tapped Jeffrey Austin Dove, Esq., at Barclay Damon LLP, as its legal counsel. The U.S. Trustee for Region 2 appointed creditors to serve on the official committee of unsecured creditors on Nov. 22, 2019. The committee is represented by Bond, Schoeneck & King, PLLC. Michele McKay was appointed as health care ombudsman in the Debtor's bankruptcy case. ENLINK MIDSTREAM: S&P Affirms 'BB+' ICR; Outlook Stable ------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issuer credit and issue-level ratings on EnLink Midstream LLC. S&P also affirmed its 'B+' issue-level rating on the company's preferred stock. EnLink Midstream LLC has faced declining volumes in Oklahoma, driven by the decisions of exploration and production companies to cut capital allocation in the state and focus on the Permian. Consequently, on Jan. 15, 2020, Enlink announced it would reduce cash distributions to equity to $0.75 per unit, a nearly 35% decrease from S&P's prior expectation of about $1.13 per unit on an annual basis. S&P views this action by management as credit positive, as the rating agency believes this distribution cut will partially offset the declining volumes and strengthen EnLink's capital flexibility by allowing the company to self-fund capital expenditures (capex) with no need to access equity and debt markets at least over the next two years. S&P now expects the distribution coverage ratio to be around 2x in 2020. The stable rating outlook reflects S&P's expectation that Enlink will maintain adjusted debt leverage around 5x and EBITDA/interest coverage around 3.6x over the next 12 months, with leverage improving to below 5x in the medium term as the company applies excess cash to self-fund capex and pay down debt in the next 24 months. "We could consider a negative rating action if we expect adjusted debt leverage to stay above 5x and EBITDA/interest coverage to decline below 3x or if underperformance leads to borrowing to fund capex or distributions. This could occur if commodity prices deteriorated to a level that resulted in further declining volumes. A downgrade could also occur if we consolidated EnLink with its holding company, GIP Stetson, which could occur if GIP considered taking EnLink private," S&P said. "While unlikely at this time, we could consider raising the rating on EnLink if it is able to maintain adjusted leverage of 4.5x or better while continuing to grow its scale and footprint in the Permian basin and Oklahoma," the rating agency said. EUROPEAN FOREIGN: Exclusivity Period Extended to April 23 --------------------------------------------------------- Judge Erik Kimball of the U.S. Bankruptcy Court for the Southern District of Florida extended the period during which European Foreign Domestic Auto Repair Centre, Inc. Boca East and Ask Ventures, Inc. have the exclusive right to file a plan and to solicit acceptances for the plan to April 23 and June 22, respectively The deadline for the Debtor to file a Plan and Disclosure Statement is also extended through April 23. About European Foreign Domestic Auto Repair Centre and ASK Ventures European Foreign Domestic Auto Repair Centre, Inc. is a company that provides automotive repair and maintenance services. ASK Ventures Inc. is a company primarily engaged in renting and leasing real estate properties. European Foreign Domestic and ASK Ventures sought Chapter 11 protection (Bankr. S.D. Fla. Case Nos. 19-22870 and 19-22872) on Sept. 26, 2019. At the time of the filing, European Foreign Domestic was estimated to have assets of at least $50,000 and liabilities of between $1 million and $10 million. ASK Ventures was estimated to have assets of between $1 million and $10 million and liabilities of the same range. Judge Erik P. Kimball oversees the cases. FurrCohen P.A. is the Debtors' legal counsel. F & T SPIRITS: Selling Liquor Licenses to Coppola & Palaka ---------------------------------------------------------- F & T Spirits Enterprises, Inc., and Wine Utopia, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of plenary retail distribution liquors licenses and plenary retail consumption liquor license to Carl Coppola and Justin Palaka. The sale will be free and clear of all Liens, with Liens, if any, to attach to the proceeds. A hearing on the Motion is set for Feb. 4, 2020 at 10:00 a.m. The objection deadline is at least seven days prior to the hearing date. About F & T Spirits Enterprises Frank Helmka and Teresa Helmka sought Chapter 11 protection (Bankr. D.N.J. Case No. 18-32272) on Nov. 9, 2018. Privately held wholesalers of wines and liquors F & T Spirits Enterprises Inc. and Wine Utopia, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-32364 and 19-32365) on Nov. 27, 2019. The entities are owned by the Helmkas. The cases are jointly administered under Case No. 18-32272. Judge Christine M. Gravelle is the presiding judge. The Debtors tapped Melinda D. Middlebrooks, Esq., at Middlebrooks Shapiro, P.C., as counsel. FIRST AMERICAN: Moody's Affirms 'B2' CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service affirmed First American Payment Systems L.P.'s Corporate Family Rating of B2 in connection with the pending refinancing of the company's debt capital structure. The proposed new $315 million senior secured credit facilities ($40 million first lien revolver and $275 million first lien term loan) were assigned a rating of B2. The Probability of Default Rating was downgraded to B3-PD. The rating outlook remains stable. Proceeds from the proposed new senior secured credit facilities will be used to refinance the company's existing first lien and second lien credit facilities and to pay transaction costs. Moody's will withdraw the ratings on the company's existing first and second lien credit facilities upon completion of the planned financing. RATINGS RATIONALE FAPS' credit profile is constrained by limited business scale and relatively high debt leverage of about 5.1x pro forma for the pending refinancing transaction. FAPS is a long-standing operator in the small and medium sized enterprise (SME) merchant segment of the merchant acquiring industry, which has good economics but is becoming increasingly competitive with growing penetration of integrated payments and payment facilitators (PayFacs) such as Square. The company is actively growing its integrated software vendor (ISV) and regional bank distribution base, but the majority of revenues remain derived from independent sales organization (ISO) and direct sales channels. FAPS' organic revenue growth profile will be muted over the next 12-18 months, with growth in the ISV and bank channels offset by declines in the direct channel and large specialty retailer revenues. FAPS' credit profile is supported by the recurring nature of its transaction-based business model, diverse low-risk merchant base, stable profitability supported by cost actions, and steady free cash flow generation. Merchant acquiring has good defensive characteristics in economic downturns, though it may see some adverse impact from lower consumer spending. Processing volumes will continue to be supported by the ongoing secular shift from cash to electronic payments. The pending refinancing will extend maturities and reduce interest expense, and the financial sponsor owners are not taking a distribution as part of the transaction. FAPS' capital allocation strategy will continue to focus on debt repayment following the refinancing. The stable outlook is predicated upon continued stability of EBITDA generation and a modest decline in leverage over the next 12-18 months. The ratings could be upgraded if FAPS demonstrates consistent organic growth of revenue and EBITDA and leverage is reduced below 4.5x. The ratings could be downgraded if there is a sustained decline in EBITDA, or if leverage exceeds 6.5x or free cash flow to debt declines to low single digits. FAPS' good liquidity position will be supported by $6 million in cash balances pro forma for the refinancing and expected free cash flow of about $20 million in 2020. Liquidity will also be supported by a $40 million revolving credit facility. The new credit facilities will be governed by a maximum senior secured net leverage covenant set at 6.75x with no step-downs. The B2 ratings for FAPS' senior secured credit facilities reflect a B3-PD Probability of Default Rating and a Loss Given Default assessment of LGD3. Moody's assumes above average recovery in a default scenario due to all-first-lien capital structure with a financial covenant. The facility ratings are consistent with the CFR reflecting the single class of secured debt comprising the preponderance of FAPS' capital structure. The first lien credit facility is expected to contain covenant flexibility for transactions that could adversely affect creditors, including incremental facility capacity, the ability to release a guarantee when a subsidiary is not wholly owned, and lack of "blocker" restrictions on collateral leakage through transfer to unrestricted subsidiaries. FAPS is owned by Ontario Teachers' Pension Plan and Stella Point Capital, and its governance structure and financial policy are representative of a financial sponsor portfolio company. Operating strategy is relatively less aggressive within the spectrum of private-equity owned companies as it does not contemplate substantial cost reductions or numerous acquisitions. The company capital allocation strategy over the next 12-18 months will be focused on debt repayment. Rating Actions: Assignments: Issuer: First American Payment Systems, L.P. Senior Secured Bank Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: First American Payment Systems, L.P. Outlook, Remains Stable Affirmations: Issuer: First American Payment Systems, L.P. Corporate Family Rating, Affirmed B2 Downgrades: Issuer: First American Payment Systems, L.P. Probability of Default Rating, Downgraded to B3-PD from B2-PD The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. FLEXENTIAL INTERMEDIATE: S&P Alters Outlook to Neg., Affirms B- ICR ------------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed the 'B-' issuer credit rating on U.S.-based data center operator Flexential Intermediate Corp. S&P assigned its '3' recovery rating and 'B-' issue level rating to the notes. S&P expects Flexential to report weaker-than-anticipated 2019 results, with weak interest coverage near the rating agency's 1.5x downgrade threshold and significant negative free operating cash flow, compelling the company to raise additional liquidity. Over the first nine months of 2019, Flexential has underperformed expectations for both colocation and cloud and managed services (CMS) revenues. Overall revenue declines primarily reflected results from the CMS business, where the company experienced a weakening level of bookings and churn. Additionally, growth in the company's colocation business has lagged the industry, which has seen mid-single-digit growth. S&P believes the colocation underperformance reflected the lack of a carrier neutral ecosystem at the company's data centers. Such a system typically drives demand at some of the more successful data center operators. The aforementioned weak operating performance led to adjusted EBITDA margin in the low-40% area and significant negative free operating cash flow (FOCF), which caused Flexential to seek additional liquidity to continue with its expansion plans. The negative outlook incorporates leverage that is currently elevated for the rating at around 9x, elevated capital spending resulting in negative FOCF, and execution risk associated with growth initiatives. "We could lower ratings if the company is unable to reverse current operating trends and demonstrate profitable revenue growth in the coming months. This could result from excessive churn, an inability to gain traction with its new cloud product, increasing pricing pressures as competition intensifies, or a macroeconomic slowdown," S&P said. "We could revise the outlook to stable if the company is able to grow revenue and EBITDA, resulting in interest coverage sustained comfortably above 1.5x and a more credible path toward reducing leverage from earnings growth," the rating agency said. FORTRESS TRNSP: Moody's Hikes CFR to Ba3, Outlook Stable -------------------------------------------------------- Moody's Investors Service upgraded Fortress Trnsp & Infrastructure Investors LLC's corporate family rating and long-term senior unsecured rating to Ba3 from B1. FTAI's outlook is stable. The ratings upgrade reflects substantial improvement in FTAI's financial performance as a result of profitable growth in the aviation leasing business segment and higher certainty that the Jefferson Terminal infrastructure project will become profitable this year. Moody's projects that FTAI's high debt-to-EBITDA leverage (6.1x as of last twelve months ended 30 September 2019 incorporating Moody's standard adjustments) will substantially reduce primarily through business growth. The stable outlook reflects Moody's expectations that FTAI will continue to experience growth within its aviation leasing business segment while maintaining EBITDA margin broadly in line with 2018. It also reflects Moody's expectations of sustained positive earnings and free cash flow within the infrastructure business, including its Jefferson Terminal facility. Upgrades: Issuer: Fortress Trnsp & Infrastructure Investors LLC Corporate Family Rating, Upgraded to Ba3 from B1 Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 from B1 Outlook Actions: Issuer: Fortress Trnsp & Infrastructure Investors LLC Outlook, Changed To Stable From Positive RATINGS RATIONALE FTAI's Ba3 CFR and long-term senior unsecured rating reflect its highly profitable business model anchored on stability of cash flows, primarily from its aircraft leasing business. The ratings also benefit from favorable industry prospects, supported by growing demand for current generation aircraft, such as the Boeing 737 and Airbus A320 family of aircraft, which is a focus of FTAI's investment strategy in the sector. The company's strong capital position continues to be a credit strength. However, this is partly offset by high execution risks associated with FTAI's investments in infrastructure projects at its Jefferson Terminal, Repauno, and Long Ridge port facilities. FTAI is more exposed than other rated aircraft lessors to lease renewals that have leases up to 7 years. On average, FTAI's engines are leased for 10 months and its aircraft for 36 months. Moody's anticipates that the company's profitable growth in the aviation leasing business segment will result in the reduction of Debt / EBITDA leverage to less than 4.5x (6.1x last 12 months ending 30 September 2019, with Moody's standard adjustments) in the next 12 to 18 months. Substantial cash balance and significant undrawn capacity on FTAI's $250 million revolver expiring in January 2021 with limited debt maturities provide FTAI some flexibility to manage through unforeseen adverse occurrences on its projects. Moody's anticipates that FTAI's development of Jefferson Terminal in Beaumont, Texas, including multi-modal crude oil and refined products handling capacity, will generate positive EBITDA in 2020. However, volumetric risk is an ongoing concern, given the high cyclicality of energy markets. Cash flows from FTAI's other projects have been slower to develop and rely on the firm's ability to contract capacity and access incremental project financing, which is uncertain. FTAI's exposure to environmental risks is moderate, consistent with Moody's general assessment for airlines, aircraft leasing companies, aircraft asset backed securities and midstream energy providers. Pressure on airlines to limit emissions will likely grow over time, which will cause older, less fuel-efficient aircraft to decline in demand. Moody's expects that FTAI will pursue aircraft investments that reflect the shifting operating priorities of airlines with respect to environmental concerns. Moody's assesses governance risks of FTAI as moderate. The company's mostly debt-financed growth strategy for its aviation leasing business segment is in line with its peers and the majority of debt is unsecured. Additionally, Moody's expects that FTAI's infrastructure investments to advance its project developments will be financed with non-recourse to FTAI debt. WHAT COULD CHANGE THE RATINGS UP/DOWN Moody's could upgrade FTAI's ratings if the company reaches greater scale while maintaining good margins and reducing its debt to EBITDA leverage to less than 4.5x. Additionally, in an upgrade Moody's will consider the ability of Jefferson Terminal to sustain positive EBITDA adequate to service project financing, thereby reducing the contingent reliance on FTAI's leasing businesses. Moody's could downgrade FTAI's ratings if the company's operating results deteriorate, its capital or liquidity profiles weaken as a result of debt-financed acquisitions or shareholder dividends, or if the company loses a material customer or suffers a business disruption that weakens its financial prospects. Moody's could downgrade FTAI if its debt to EBITDA leverage is sustained above 5.5x as a result of any of the aforementioned events. Fortress Trnsp & Infrastructure Investors LLC (FTAI) is an investor in infrastructure and equipment in the transportation sector with total assets of $3.1 billion as of 30 September 2019. FTAI was formed in 2011 and launched an IPO in 2015, resulting in approximately 99% public ownership with remaining ownership interests held by affiliates of Fortress Investment Group LLC (Fortress). FTAI is externally managed by FIG, LLC, also a Fortress affiliate. The methodologies used in these ratings were Finance Companies Methodology published in November 2019, and Midstream Energy published in December 2018. FRANK INVESTMENTS: Has Until Feb. 10 to File Chapter 11 Plan ------------------------------------------------------------ Judge Erik Kimball of the U.S. Bankruptcy Court for the Southern District of Florida extended to Feb. 10 the exclusive period for Frank Investments, Inc., a New Jersey corporation, and Frank Investments, Inc., a Florida corporation, to file a Chapter 11 plan. The deadline for the companies to file a plan and disclosure statement has also been extended to Feb. 10. The companies have until March 30 to solicit acceptances for the plan. About Frank Investments Frank Investments Inc., Frank Theatres Management LLC and Frank Entertainment Companies, LLC are affiliates of Rio Mall, LLC, which sought bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17840) on June 28, 2018. Rio Mall, LLC, owns and operates commercial real property that comprises the shopping center known as Rio Mall located at 3801 Route 9 South, Rio Grande, N.J. Frank Investments and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-20019) on Aug. 17, 2018. At the time of the filing, Frank Investments and Frank Entertainment had estimated assets of between $10 million and $50 million and liabilities of the same range. Frank Theaters had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A., is the Debtors' bankruptcy counsel. No official committee of unsecured creditors has been appointed. GEA SEASIDE: Unsecured Creditors to Recover 2% in 5 Years in Plan ----------------------------------------------------------------- Debtor GEA Seaside Investment Inc. filed a Second Amended Plan of Reorganization which proposes to pay creditors of the Debtors from future income of the Debtor derived from rental income and/or capital contributions. This Plan provides for 82 classes of secured claims and 1 class of unsecured claims. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 2 cents on the dollar. All General Unsecured Claims, including any wholly unsecured second mortgage claims, will receive $25 per month for 60 months. Pro rata distribution to general unsecured creditors, including unsecured claims resulting from valuation of secured claims. Class 85 - City of Daytona Beach City Hall 301 S. Ridgewood Ave. Room 127 Daytona Beach, FL 32114 will receive a lump sum payment of $10,000 on or before March 16, 2020. Upon completion of the Class 85 lump sum payment, the lien of City of Daytona Beach recorded at Volusia County OR Book 7266 Page 2530 shall be null and void and no longer of any further force or effect. A full-text copy of the Second Amended Plan dated Jan. 16, 2020, is available at https://tinyurl.com/vj7sx5k from PacerMonitor.com at no charge. The Debtor is represented by: Taylor J. King Law Offices of Mickler & Mickler 5452 Arlington Expressway Jacksonville, FL 32211 Tel: (904) 725-0822 E-mail: tjking@planlaw.com About GEA Seaside Investment GEA Seaside Investment Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00800) on March 12, 2018. Judge Jerry A. Funk oversees the case. The Debtor is represented by Adam Law Group, P.A., as its legal counsel and Miller & Wainer, P.A., as special counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. GERALDINE R. ROSINE: Trustee Selling El Sobrante Property for $250K ------------------------------------------------------------------- Kari Bowyer, the Chapter 11 Trustee of the estate of Geraldine Rose Rosine, asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the real property located at 4155 Miflin Ct., El Sobrante, California to Setrc, LLC for $250,000. Among the assets of the Bankruptcy Estate is the Property. The Property is co-owned with The Exemption Trust of the R&G 1993 Family Trust UDT Dated Feb. 1, 2003, which holds a 30% interest in the Property. The estate holds a 70% interest in the Property through the Geraldine R. Rosine 2009 Revocable Living Trust UDT dated Jan. 28, 2009. There is a judgment lien recorded against the Property by the Mark Thorson Revocable Trust. The Exemption Trust and the Thorson Trust have entered into an agreement with the Trustee that allows for the sale of the Property free and clear of their interests. An order was entered on Jan. 8, 2020 approving the compromise. The terms of the sale and the overbid procedure are set forth in further detail in the Notice, which was provided to the Debtor, all creditors, and other parties in interest pursuant to Bankruptcy Local Rule 9014-1. As set forth in the Notice, the Trustee believes that the sale of the Property upon the terms set forth in the Notice is in the best interest of the Bankruptcy Estate and its creditors. The Property was actively marketed by the broker and the offer from the Buyer is the highest and best offer received. Based on the Trustee's real estate agent's assessment of value and the marketing of the Property, the Trustee believes that the proposed sale is in the best interest of the Bankruptcy Estate. The Buyer has agreed to purchase the Property for the total sum of $250,000, subject to Court approval and overbid. The parties have executed their purchase contract. The Trustee anticipates paying from the proceeds of sale a real estate commission of 6% of the commission on the Purchase Price to her real estate broker, Andy Buchanan of Intero Real Estate Services - Los Altos (to be split with the Buyer’s agent). The employment application initially filed by the Trustee for the Broker indicated a proposed commission of 5%. However, since the value of the Property and the other properties in the estate are in the lower range, the Trustee has filed an amended application for the Broker’s employment to request a 6% commission as would be standard for these types of properties. The Trustee also proposes to pay associated costs of sale, including but not limited to, pro-rated real property taxes, county transfer taxes, natural hazard zone disclosure report and smoke alarm and carbon monoxide device installation and water heating bracing, if required. The Thorson Trust recorded an abstract of judgment in the amount of $1,652,582 on Feb. 14, 2018 with the Contra Costa County recorder's office as document no. 2018-0023584-00. The current amount of the Thorson Trust lien is approximately $2,051,605. As noted above, the Trustee and the Thorson Trust reached an agreement that authorizes the sale of the Property free and clear of the lien of the Thorson Trust. As provided in the agreement, the lien is to reattach to the net proceeds attributable to the Bankruptcy Estate's interest in the Property until it is paid and the Trustee is to pay 90% of the net proceeds, i.e. proceeds remaining after payment of costs of sale, pro rata property taxes, income tax incurred by the estate in connection with the sale, broker commission, and other related charges, attributable to the Bankruptcy Estate's interest in the Property to the Thorson Trust. The Trustee asks authority to pay this amount to the Thorson Trustee as a partial payment of the lien. The Exemption Trust holds a 30% interest in the Property. Under the terms of the compromise noted above, the Exemption Trust has agreed that the Trustee may sell the Property free and clear of their co-owner interest and that the Trustee will hold the sale proceeds attributable to this 30% interest until the closing of the case or further Court order. The Trustee's accountant in the case estimates that there may be taxes incurred by the Exemption Trust in connection with the sale of the Property in an amount up to $11,000. The Trustee requests authority to pay up to the amount from the proceeds attributable to the Exemption Trust's interest in the Property. The Trustee's accountant in the case, estimates that there may be taxes incurred by the Bankruptcy Estate in connection with the sale of the Property in an amount up to $25,000. The Trustee requests authority to pay this amount from the proceeds attributable to the Bankruptcy Estate's interest in the Property. The Trustee will ask that the Court's order will allow the Trustee to make minor modifications to the purchase agreement including how title is to be vested to the Buyer as the Buyer may instruct. She will also ask that the Court's order provides that in the event the Buyer does not close the sale transaction, the Trustee will be authorized to sell the Property on the same terms and at the same price to an alternate purchaser without a further order of the Court. The Trustee will also retain the right to negotiate minor changes to the sale agreement, without further Court order. The Trustee asks that the Court enters an order providing that the order on th motion is effective upon entry, and the 14-day stay otherwise imposed by Bankruptcy Rule 6004(h), and/or any other applicable rule, will not apply, in order that the transactions described can be closed prior to the expiration of such 14-day period. Based on the foregoing, the Trustee asks the Court to enter and order granting the relief sought. Geraldine Rose Rosine sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 18-42185) on Sept. 20, 2018. The Debtor tapped Craig V. Winslow, Esq., at Law Office of Craig V. Winslow as counsel. Kari Bowyer was appointed as Chapter 11 Trustee on Aug. 29, 2019. GIGA TRONICS: Extends Maturity Date of $825K Loan to March 1, 2021 ------------------------------------------------------------------ Giga-tronics Incorporated and its wholly-owned subsidiary, Microsource, Inc. and Partners for Growth V., L.P. (the "Lender") entered into an amendment to the Loan and Security Agreement dated as of April 27, 2017, as amended. As of Jan. 31, 2020, the Company owed the Lender $825,000 under the Loan Agreement. The Amendment, among other things, extends the maturity date of the loan from March 1, 2020 to March 1, 2021; requires that the Company make principal payments of $75,000 on Feb. 1, 2020 and $57,700 on the first day of each month thereafter until maturity; provides for an annual interest rate of 16%, of which 9.5% is payable monthly and 6.5% is deferred until maturity or payoff; and adjusts and extends a modified minimum revenue financial covenant through the maturity date. In the Amendment, the Lender waived the Company's default arising from its failure to comply with the Loan Agreement's minimum revenue financial covenant for the calendar quarter ended Dec. 31, 2019, which entitled the Lender to declare all outstanding amounts immediately due and payable. About Giga-Tronics Headquartered in Dublin, California, Giga-Tronics Incorporated produces sophisticated test and measurement equipment primarily used in electronic warfare test and emulation applications as well as YIG (Yttrium, Iron, Garnet) tuned oscillators, RADAR filters, and microwave synthesizers for use in military defense applications. Giga-Tronics reported a net loss of $1.04 million for the year ended March 30, 2019, a net loss of $3.10 million for the year ended March 31, 2018, and a net loss of $1.54 million for the year ended March 25, 2017. As of Sept. 28, 2019, the Company had $8.75 million in total assets, $6.34 million in total liabilities, and $2.41 million in total shareholders' equity. GL BRANDS: Sept. 30 Quarter Results Cast Going Concern Doubt ------------------------------------------------------------ GL Brands, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss attributable to common stockholders of $14,512,256 on $2,121,508 of net revenue for the three months ended Sept. 30, 2019, compared to a net loss attributable to common stockholders of $1,111,766 on $608,658 of net sales for the same period in 2018. At Sept. 30, 2019, the Company had total assets of $19,458,295, total liabilities of $13,435,012, and $6,023,283 in total stockholders' equity. Chief Executive Officer Carlos Frias and Chief Financial Officer Brian D. Moon said, "The Company had revenue of $2,121,508 and net losses attributable to common stockholders of $14,512,256 for the 3 months ended September 30, 2019, compared to revenue of $608,658 and net losses attributable to common stockholders of $1,111,766 for the 3 months ended September 30, 2018. The Company had a working capital deficit, stockholders' equity, and accumulated deficit of $9,696,055, $6,023,283 and $36,835,479, respectively, at September 30, 2019. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The Company is highly dependent on its ability to continue to obtain investment capital from future funding opportunities to fund the current and planned operating levels. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to successfully engage in income generating activities and its ability to continue receiving investment capital from future funding opportunities. No assurance can be given that the Company will be successful in these efforts." A copy of the Form 10-Q is available at: https://is.gd/qXQgLE GL Brands, Inc. is a global hemp consumer packaged goods house of brands that creates authentic, enduring and culturally relevant brands engaged in the development and sale of hemp derived products. The Company was formerly known as Freedom Leaf Inc. It is headquartered in Addison, Texas. GOLDEN-GLO CARPET: Seeks Court Approval to Hire Special Counsel --------------------------------------------------------------- Golden-Glo Carpet Cleaners, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire a special counsel. Golden-Glo proposes to employ Joseph Grad, Esq., an attorney based in South Abington Township, Pa., to represent the company in its appeal to the Pennsylvania Gaming Control Board's Office of Hearings and Appeals of the Bureau of Investigations and Enforcement's recommendation to deny the company a certification to operate as a gaming service provider. The attorney will be paid an hourly fee of $425. Mr. Grad disclosed in court filings that the firm does not have interest adverse to the Debtor and its bankruptcy estate. Mr. Grad maintains an office at: Joseph W. Grad, Esq. 200 Abington Executive Park, Suite 105 South Abington Township, PA 18411 Office: (570) 319-5035 Cell: (570) 877-2986 Email: jwg@josephgradlaw.com About Golden-Glo Carpet Cleaners Golden-Glo Carpet Cleaners, Inc., a commercial and residential floor cleaning and maintenance business serving the Philadelphia metropolitan area, was founded by Scott Goldenin 1981 and has operated continuously in the area ever since that time. Scott Golden has always been president and sole owner of the business. Although the business names suggests that its focus is on carpet cleaning, in reality Golden-Glo offers the broadest possible range of janitorial services to commercial and institutional customers. In its heyday, Golden-Glo dominated the Philadelphia area movie theater cleaning market, cleaning as many as 35 theaters per night, primarily members of the Regal United Artists chain but also some AMC venues. Golden-Glo filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 18-17002) on Oct. 22, 2018, disclosing under $1 million in both assets and liabilities. Judge Magdeline D. Coleman oversees the case. The Debtor is represented by Joseph R. Viola, Esq., at Joseph R. Viola, P.C. GRAMERCY GROUP: Court Confirms Second Amended Plan -------------------------------------------------- Debtor Gramercy Group, Inc. on Jan. 13, 2020, filed a Memorandum of Law in Support of confirmation of its Second Amended Chapter 11 Plan of Reorganization. On Jan. 16, 2020, Judge Louis A. Scarcella ordered that: * The Plan including the Plan Supplement is approved and confirmed. Gramercy is authorized to take all steps necessary to effectuate consummation of the Plan and the payments and Distributions set forth therein, all in conformity with the terms of the Plan, as modified by this Confirmation Order. * All Objections that have not been withdrawn are denied and overruled in their entirety. * Entry of this Confirmation Order constitutes approval of (i) the financing agreement, (ii) the revised Bylaws and Shareholder Agreement for Reorganized (iii) any other documents contained in the Plan Supplement. * The entry of this Confirmation Order shall constitute the Bankruptcy Court's finding and determination that the provisions of the Plan constitute a good faith compromise and settlement of all Claims or controversies relating to the rights that a Holder of Claim or Equity Interest may have with respect to such Claim or Equity Interest. * Except as otherwise provided in the Plan or any agreement, instrument, or other document incorporated therein, on the Effective Date or as soon as practicable thereafter, all property of the estate of Gramercy and all Causes of Action of Gramercy shall be revested in Reorganized Gramercy free and clear of all Liens, Claims, security interests, recording taxes, encumbrances, and other interests, choate or inchoate, resulting from all Claims and Equity Interests. As reported in the Troubled Company Reporter, under the Plan, current general unsecured claims total $42,134,025 but the Debtor expects allowed unsecured claims to total only $20,000,000. Each holder of an allowed general unsecured claim shall receive its pro rata share of $1,000,000. Mr. Vincent Parziale and Mrs. Joanna Parziale will make a New Value Contribution of $4,250,000, which consists of: (i) $750,000 in Cash to be contributed by the Parziales and (ii) $3,500,000 in Cash from the refinance of the Wantagh Property, of which Mr. Parziale and Mrs. Parziale will each control a 50% interest on or before the Effective Date. The New Value Contribution will be in exchange for receipt of equity in Reorganized Gramercy. The New Value Contribution will be utilized by Reorganized Gramercy to fund obligations under the Plan. A full-text copy of the Third Amended Disclosure Statement is available at https://tinyurl.com/vystcd4 from PacerMonitor.com at no charge. A full-text copy of the order dated Jan. 16, 2020, is available at https://tinyurl.com/r3vgyfh from PacerMonitor.com at no charge. About Gramercy Group Gramercy Group, Inc. -- http://gramercyusa.com/-- began operations in 1989, offering turnkey solutions in environmental remediation and demolition. It has expanded to provide more services, including heavy civil and general contracting services. The company is headquartered in Wantagh, N.Y. Gramercy Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-73622) on May 17, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of between $10 million and $50 million. The case is assigned to Judge Louis A. Scarcella. Debtor is represented by Cullen & Dykman LLP and Otterbourg P.C. GRIFFON CORP: Fitch Rates $800MM Sr. Unsecured Notes 'B+' --------------------------------------------------------- Fitch Ratings assigned a rating of 'B+'/'RR4' to Griffon Corporation's planned issuance of up to $800 million of senior unsecured notes, the proceeds of which will be used to repay a like amount of the company's existing senior unsecured notes. Fitch rates Griffon's Long-Term Issuer Default Rating 'B+'. The Rating Outlook is Stable. KEY RATING DRIVERS Consumer and Building Products Focus: The ratings reflect Griffon's solid position within consumer and professional products (45% of fiscal 2019 sales) and home and building products (40% of sales), and niche position in advanced radar and communication systems (15% of sales). The company benefits from the diversity associated with selling into the residential and commercial construction and defense markets, though its results are most closely tied to the residential repair and remodeling market. Continued Deleveraging: Financial leverage improved in fiscal 2019 (ended September), with debt/EBITDA ending the fiscal year at 5.3x compared with 6.7x at the end of fiscal 2018. This improvement was driven by higher earnings from healthy organic revenue growth and the impact of recent acquisitions. Fitch expects debt/EBITDA to gradually improve over the next several years to the mid-4x by the end of fiscal 2022 driven by EBITDA margin growth and modest debt repayment from FCF. Acquisition activity is expected to be limited over the near term as the company integrates its recent acquisitions, with cash flow focused primarily on debt reduction. Below Average Margins: Griffon generates below-average margins relative to other diversified industrials and building products companies, reflecting competitive conditions within its markets and its significant exposure to the big box retail channel. EBITDA margins improved in fiscal 2019 to 9.5% from 8.6% in fiscal 2018, and Fitch believes there is some additional upside to the company's margins over the next few years from savings related to the integration of recent acquisitions. Weak FCF: Below average margins have resulted in weak FCF after dividends in recent years. Fitch estimates that elevated capex and growth in working capital will result in FCF of 1%-2% of revenues over the next two years. The bulk of this cash flow is expected to be used for debt repayment and occasional bolt-on acquisitions. Moderate Growth Potential: Griffon's home and building products businesses are tied to the repair and replacement market, with less exposure to new construction. Growth in this segment has been offset by recent weakness in the defense electronics business. Fitch believes the consolidated business can generate low single-digit organic growth over time, supplemented by acquisitions. Strengths and Concerns: Rating strengths include end-market diversity, strong positions in niche building products and defense markets, and moderate long-term growth potential. Rating concerns include limited pricing power, customer concentrations, weak free cash flow, elevated leverage and potential integration challenges related to the ClosetMaid and CornellCookson acquisitions. DERIVATION SUMMARY With $2.2 billion in revenue, Griffon is smaller than other diversified building products companies such as Fortune Brands Home and Security (Long-Term IDR: BBB/Stable), Masco Corporation (BBB-/Positive) and USG Corporation (NR). However, Griffon has a solid market presence in its end markets of tools, outdoor décor, garage doors and defense electronics. The company's EBITDA margin of 9.5% in fiscal 2019 is well below its larger industry peers, reflecting competitive market conditions and its significant customer concentrations with big box retailers. The company also has higher financial leverage than these peers. Relative to other diversified industrials in the 'B' category, Griffon is larger than Zinc-Polymer Parent Holdings, LLC (B/Stable) and The Hillman Companies (B-/Stable), and has lower leverage than both entities. Griffon has EBITDA margins that are in-line with Zinc-Polymer and lower than Hillman. No country-ceiling, parent/subsidiary or operating environment aspects impact the rating. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Sales are forecast to grow at a 2.5% annual rate over the forecast horizon. -- EBITDA margins are expected to improve gradually, approaching 10% longer term. -- Capital expenditures as a percent of revenues are assumed to range from 2%-3% annually. -- FCF tracks at 1%-2% of revenues, and is directed to debt repayment over the medium term. -- Debt/EBITDA improves from 5.3x at the end of fiscal 2019 to around 4.5x in fiscal 2022. Recovery Assumptions The recovery analysis assumes that Griffon would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. Griffon's going concern EBITDA estimate of $173 reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the valuation of the company. The going-concern EBITDA reflects a potential weakening of housing market as well as the potential for the loss of a significant customer, given Griffon's large customer concentrations. An EV multiple of 6x is used to calculate a post-reorganization valuation and reflects a mid-cycle multiple. Transactions involving building products companies include a 10.3 multiple on the 2015 buyout of Lafarge and an 8.0x multiple on the 2015 buyout of Woodcraft Industries. In addition, Griffon is estimated to have paid around 7.4x EBITDA for ClosetMaid and 10x EBITDA for CornellCookson. The secured revolving credit facility is assumed to be fully drawn upon default. The credit facility and other secured loans are senior to the senior unsecured notes in the waterfall. The analysis results in 'RR1' for the secured revolver (fully drawn at $400 million), representing outstanding recovery prospects (91%-100%). The waterfall also indicates a 'RR4' for the senior unsecured notes, corresponding to average recovery prospects (31%-50%). RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Maintenance of a more conservative financial posture leading to a reduction in debt/EBITDA to below the mid-4x range and FFO-adjusted leverage to below the mid-5x range on a sustained basis; -- An improvement in FCF margins to above 4%; Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A continued aggressive financial posture, with share repurchases in excess of FCF; -- Debt/EBITDA is sustained above the mid-5x range and FFO- adjusted leverage above the mid-6x range on a sustained basis; -- A FCF margin consistently below 2%. LIQUIDITY AND DEBT STRUCTURE Liquidity: As of Dec. 31, 2019, Griffon had total liquidity of $294 million, consisting of $65 million of cash and $229 million in available funds under its senior secured revolver, net of outstanding borrowings and letters of credit. As of Jan. 30, 2020, Griffon upsized its revolver to $400 million from $350 million and extended its maturity to March 22, 2025. Griffon's maturity schedule consists of $1 billion of senior unsecured notes that mature in March 2022 and the revolver maturing in March 2025. The maturity of the revolver moves to Dec. 1, 2021 if the senior notes have not been fully repaid prior to that date with new debt maturing on or after June 23, 2025. Capital Structure: As of Dec. 31, 2019, the company total debt was $1.2 billion, and was composed of $1 billion of senior unsecured notes, $100 million drawn under the company's senior secured revolver, and approximately $55 million of other secured debt (foreign term loans and capital leases). SUMMARY OF FINANCIAL ADJUSTMENTS Fitch has made no material adjustments that are not disclosed in the company's public filings. 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. GRIFFON CORP: Moody's Alters Outlook on B1 CFR to Stable -------------------------------------------------------- Moody's Investors Service changed Griffon Corporation's outlook to stable from negative. At the same time Moody's affirmed Griffon's ratings, including the company's B1 Corporate Family Rating, B1-PD Probability of Default Rating, and the B2 rating on the company's senior unsecured notes. Also, Moody's assigned a B2 rating to the company's proposed new senior unsecured notes. The company's Speculative Grade Liquidity was unchanged at SGL-2. Proceeds from the proposed new senior unsecured notes will be used to refinance a portion of the company's existing $1.0 billion senior unsecured notes due 2022. "Today's ratings affirmation and outlook change to stable reflects the company's deleveraging and improved free cash flow generation following the portfolio reshaping undertaken over the last few years, and our expectation that continued organic revenue growth and gradual margin expansion will maintain leverage on a Moody's adjusted debt/EBITDA basis under 5.5x" said Moody's lead analyst Oliver Alcantara. "As the company prioritizes deleveraging, today's actions also reflect our expectation that Griffon will limit acquisitions and distributions to shareholders until leverage is reduced to the company's 3.5x target" added Alcantara. Assignments: Issuer: Griffon Corporation Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD4) Affirmations: Issuer: Griffon Corporation Probability of Default Rating, Affirmed B1-PD Corporate Family Rating, Affirmed B1 Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4) Outlook Actions: Issuer: Griffon Corporation Outlook, Changed To Stable From Negative RATINGS RATIONALE Griffon's B1 CFR reflects its elevated, although improving, financial leverage with debt/EBITDA of about 5.5x for the twelve months ended December 31, 2019 (on a Moody's adjusted basis). The credit profile also reflects the company's relatively low mid-single-digit operating margins, Consumer and Professional Products' business unit exposure to weather variability, Home & Building Products' Clopay unit exposure to the cyclical US housing market, and Telephonics' dependence on government defense spending subject to variable appropriations. Griffon is also relatively shareholder-friendly as evidenced by the payment of a $38 million special dividend and $45.6 million in share repurchases in FY18. The company also has foreign currency exposure and high customer concentration in its business segments. However, Griffon benefits from its good product diversification and well established market positions in each of the segments where it competes. In addition, Moody's expects that Griffon's free cash flow generation, financial leverage, and operating margins will materially improve over the next few years as the company reaps the benefits from its transformational portfolio reshaping and recently announced strategic initiatives to consolidate its AMES and ClosetMaid business and also invest in plant automation. Moody's projects debt/EBITDA leverage will decline below 5.0x in FY 2022 because the company will focus on reducing leverage to its 3.5x target (based on the company's calculation) from 4.8x for the LTM period ended December 2019. Griffon is also expected to have good liquidity, highlighted by access to a $400 million revolving credit facility that provides financial flexibility to execute on its strategic plans. The refinancing will increase interest expense by approximately $5 million, but in conjunction with the revolver amendment will result in an extended maturity structure. The stable outlook reflects Moody's expectation for organic revenue growth in the low single digits and continued gradual operating profit margin expansion, resulting in EBITDA growth and improving credits metrics. The stable outlook also reflects Moody's expectation that the company will maintain financial policies that prioritize deleveraging and support leverage declining below 5.0x over the next two years. Griffon's ratings could be downgraded if leverage on a debt/EBITDA basis is sustained above 5.5x, adjusted operating margins weaken below 4%, or EBIT/interest coverage falls below 1.5x. Additional factors that could lead to a downgrade include a deterioration of liquidity, significant share buybacks, or if the company engages in a large debt-funded acquisition. The ratings could be upgraded if credit metrics improve such that debt/EBITDA leverage is sustained below 4.0x, EBIT/interest coverage approaches 2.5x, and the operating margin improves toward the high single-digit range. Moody's would also need to expect improved cash flows that drive the company's free cash flow/debt ratio above 8.0% for the company to be upgraded. Headquartered in New York, New York, Griffon Corporation (NYSE: GFF) is a diversified management and holding company that conducts business through its wholly-owned subsidiaries. The company operates through three reportable segments: Consumer and Professional Product (CPP), Home and Building Products (HBP) and Defense Electronics (Telephonics). Griffon generated total revenue of over $2.2 billion for the twelve-month period ended December 31, 2019. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. HARGRAY COMMUNICATIONS: Moody's Affirms B2 CFR, Outlook Stable -------------------------------------------------------------- Moody's Investors Service affirmed Hargray Communications Group, Inc. B2 Corporate Family Rating and B3-PD Probability of Default Rating. Concurrently, Moody's affirmed the B2 rating on the company's senior secured first lien bank credit facility, including the planned $50 million add-on term loan and the upsized $75 million revolver. The outlook is stable. Proceeds from the proposed $50 million first lien term loan add-on will be used to support previous and ongoing investments, including funding strategic initiatives ($24 million), acquisitions ($25 million in total) and to pay transaction fees and expenses. Pro forma for the transactions, Hargray's leverage will increase modestly, to an estimated 6.2x debt-to-EBITDA from 6.0x as of LTM period ended 31 December 2019 (as adjusted by Moody's). Moody's expects that Hargray's leverage will return to 6x by the end of fiscal 2020, helped by mid-single digit EBITDA growth and will decline to under 6x only when capital investments moderate. This level of leverage is still high, and leaves limited cushion to pursue future debt-funded growth while still investing in its existing fiber and communication businesses or should the company experience execution challenges. The affirmation of the ratings reflects Moody's view that this level of leverage driven by record high growth capex investments (over 40% of FY2020 revenue) is temporary. The affirmation is also supported by Moody's expectation that Hargray will continue to maintain a strong liquidity position. The Electronet Broadband Communications and other recent acquisitions (Kingsland Cable acquired in September 2019) and Infinity Network Solutions (acquired in October 2019) expand Hargray's footprint and service offering and are consistent with its strategy of pursuing bolt-on acquisitions. Affirmations: Issuer: Hargray Communications Group, Inc. Corporate Family Rating, affirmed at B2 Probability of Default Rating, affirmed at B3-PD Senior Secured Bank Credit Facility, affirmed at B2 (LGD3) Outlook Actions: Issuer: Hargray Communications Group, Inc. Outlook, remains Stable RATINGS RATIONALE Hargray's credit profile is constrained by its small scale, high leverage and capital intensity and limited free cash flow. Hargray's network footprint is relatively small and geographically concentrated. Additionally, the company pursues an aggressive financial policy that tolerates high leverage driven by an appetite for debt-financed M&A. Leverage stood at 6.0x as of LTM 12/2019, including Moody's adjustments. Given negative free cash flow due to high capital investments, Moody's expects that debt to EBITDA will be close to its current level at the end of fiscal 2020. The company is also constrained by high capital spending that Moody's projects will be above 40% of revenue in 2020 as management invests in the business, with upgrades to its network, edge-outs, over-builds, metro-fiber builds, and other projects. This result is very weak free cash flow, that will be negative with success and strategic capital spending. The rating is supported by good growth in its high speed data segment, strong competitive positioning across a service territory with favorable growth demographics, and commercial market expansion opportunities. This strength helps offset weakness in its voice business and allows it compete effectively with other players in its market. The stable outlook reflects Moody's expectation that Hargray will maintain good liquidity and operate with long-term leverage of under 6x (calculated using Moody's standard adjustments) while investing in continued growth. While unlikely in the near term, ratings could be upgraded if the company enacted financial policies that sustain debt to EBITDA under 4.5x (including Moody's standard adjustments) while maintaining strong liquidity. The ratings could be downgraded if adjusted debt to EBITDA is sustained over 6x or free cash flow before growth capex/ debt (Moody's adjusted) is sustained below 5%. The ratings would also be downgraded if financial policies become more aggressive, if the company's equity cushion declines, or if operating performance weakens, as evidenced by deteriorating earnings. The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Hargray Communications Group, Inc., headquartered in Hilton Head Island, South Carolina, is a southeastern regional telecommunications provider of commercial services and triple-play residential high-speed data, video, and voice services. Hargray is majority owned and controlled by the Pritzker Organization, LLC, with Redwood Capital Investments, Stephens Hargray Cable LLC, and certain members of management holding minority interests. Hargray reported revenues of $232 million for the twelve months ending December 31, 2019. HARLAND CLARKE: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service downgraded Harland Clarke Holdings Corp.'s Senior Secured Term Loan and Senior Secured Notes ratings to Caa1 from B3 based on the company's announcement that it has entered into a commitment letter, with lenders accounting for 85% of its 2021 Senior Unsecured Notes ($658 million outstanding as of December 2019) and MacAndrews and Forbes Incorporated, to exchange its 2021 Senior Unsecured Notes into new senior secured and senior unsecured obligations due 2024 and 2025, respectively. Harland Clarke may also use up to $100 million in equity committed by the equity sponsor to fully repay any 2021 Senior Unsecured Notes that are not otherwise exchanged. The ratings downgrade reflects reduced credit support from lower levels of unsecured debt in the company's debt capital structure. Moody's affirmed Corporate Family Rating at Caa1 and Probability of Default Rating at Caa1-PD. The ratings on the 2021 Senior Unsecured Notes are affirmed and will be withdrawn upon repayment. Moody's anticipates that the newly exchanged debt will not be rated. The ratings on 2020 maturing notes are withdrawn due to debt repayment. The outlook is revised to Stable from Negative. Moody's views an entry into this commitment as a positive development for Harland Clarke's capital structure because it addresses the springing maturity tied to the 2021 notes. However, refinancing risk remains elevated because the company's ABL facility matures in February 2022, with a subsequent May 2022 maturity on its Senior Secured Term Loan if the 2022 Senior Secured Notes remain outstanding. Summary of the actions is as follows: Issuer: Harland Clarke Holdings Corp. Probability of Default Rating, Affirmed Caa1-PD Corporate Family Rating, Affirmed Caa1 Senior Secured Term Loan due 2023, Downgraded to Caa1 (LGD3) from B3 (LGD3) Senior Secured Notes due 2022, Downgraded to Caa1 (LGD3) from B3 (LGD3) Senior Secured Notes due 2020, withdrawn B3 (LGD3) Senior Unsecured Notes due 2021, Affirmed, Caa3 (LGD6) Outlook: revised to Stable from Negative RATINGS RATIONALE Harland Clarke's revision to Stable rating outlook reflects the company's reduced refinancing risk as a result of its agreement to exchange maturing 2021 notes over the course of 2020, thereby extending the next-near term maturity to February 2022. The company's Caa1 CFR reflects its weak liquidity and sustained weakness in the underlying business profile, partially mitigated by recent evidence of operating improvement. Harland Clarke operates with high leverage with Moody's adjusted debt to EBITDA of 6.3x as of the LTM Q3 2019. Moody's believes that the business model is in secular decline in both its check printing and Valassis' print based advertising model. Check order volumes face secular pressures due to new and evolving electronic payment alternatives. The Valassis Communications, Inc. ("Valassis") division faces pressure from the secular demand shift of advertisers' marketing spend to internet-based / digital media channels, as well as the ensuing pricing pressure on traditional print-based media. The acquisition of RetailMeNot, Inc. ("RetailMeNot") continues to struggle, but management has successfully undertaken cost management initiatives to improve EBITDA. Harland Clarke social risks are consistent with the sector and are low to medium. The company's products are secularly exposed to digital substitution, with some revenue attrition. From a financial strategy perspective, corporate governance risk is high. Harland Clarke has a history of sponsor-friendly and related-party transactions that have continued even as the company has underperformed expectations. Under proposed debt exchange, the sponsor has committed up to $100 million in incremental equity to support the maturity extending transaction. In prior periods, Harland Clarke achieved significant cost savings to support EBITDA. Going forward, it will be important for the company to achieve additional cost savings to try to offset negative top line pressure on its business lines. Harland Clarke's liquidity position is weak, though slightly improved following the commitment to address 2021 maturing Senior Unsecured Notes. The company's liquidity has the potential to deteriorate further if its 2022 maturing ABL and Senior Secured Notes remain unaddressed. The company has repaid its 2020 notes in January 2020 through Scantron asset sale proceeds, cash from operations and incremental draw on the revolver. Harland Clarke's free cash flow was negative in 2018 due to above average tax payments as part of its tax sharing agreement with MacAndrews and Forbes, and remained negative through LTM 3Q 2019 after incorporating required debt amortization. Moody's anticipates positive free cash flow in 2020 from improved operations which began to turn in the 2nd half of 2019 and working capital improvements. Capex is expected to be in the $70 to $80 million range in 2020. The term loan balance is projected to decline quarterly due to large amortization payments of $100 million per year on the Senior Secured Term Loan. The required amortization amount declines to $75 million per year if the secured leverage ratio is less than 3x which is not expected in the near term. The company's stable rating outlook reflects moderation of near-term liquidity risk due to recently entered commitment letter addressing 2021 maturing debt, and its expectation that Harland Clarke will achieve low single digit revenue growth and effectively manage expenses in a secularly challenged business environment. Moody's remains focused on the nearing 2022 maturities and the company's ability to fund ongoing operations while preserving adequate liquidity. Moody's anticipates that Harland Clarke will return to positive free cash flow during 2020 but liquidity is anticipated to remain tight. While Moody's views the backstop debt refinancing commitment with longer maturities and anticipated sponsor equity contribution as credit positive, Moody's notes that Harland Clarke needs to be proactive in addressing its soon-to-become-current 2022 maturities which, if unaddressed, could result in downward rating pressure. A downward rating action could occur if the company is unable to address its 2022 debt maturities in the near term on economically feasible terms. A decline in its liquidity position due to continued negative free cash flow, interest coverage (defined as (EBITDA-CAPEX)/interest expense)) below one time, or the inability to access its ABL facility could result in a negative rating action. Sustained declines in the check business, or further deterioration in demand for Valassis' print-based marketing products, could also result in a downgrade. Ratings could be upgraded if the company demonstrates stable organic revenue and EBITDA trends, and debt-to-EBITDA leverage below 6x on a sustained basis with no near term debt maturities. A positive free cash flow to debt ratio in the low digit percentage range as well as interest coverage above 1.0 time would also be required. The principal methodology used in these ratings was Media Industry published in June 2017. Harland Clarke Holdings Corp., headquartered in San Antonio, TX, is a provider of check and check related products, direct marketing services and customized business and home office products to financial services, retail and software providers as well as consumers and small businesses. Its Valassis division offers clients mass delivered and targeted programs to reach consumers primarily consisting of shared mail, newspaper and digital delivery in addition to coupon clearing and other marketing and analytical services. The RetailMeNot division is an online and in-store consumer savings destination that connects consumers with retailers, restaurants, and brands as well as its operation of a discounted gift card marketplace. The company is owned by MacAndrews & Forbes Holdings, Inc., a wholly owned entity controlled by Ronald O. Perelman. Annual revenue was $3.4 billion as of the twelve months ended September 30, 2019. HARMONIA WELLNESS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Harmonia Wellness, LLC DBA Harmonia 2200 Bridgeway Sausalito, CA 94965 Business Description: Founded in 2013, Harmonia Wellness, LLC -- https://www.harmoniamarin.com -- is a membership-based wellness retreat & social club. It offers a variety of daily movement classes, juice cleanses, massage, acupuncture, and many other sustainable products and services. Chapter 11 Petition Date: February 4, 2020 Court: United States Bankruptcy Court Northern District of California Case No.: 20-30124 Debtor's Counsel: Stephen D. Finestone, Esq. FINESTONE HAYES LLP 456 Montgomery St., 20th Floor San Francisco, CA 94104 Tel: 415-421-2624 E-mail: sfinestone@fhlawllp.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jennifer Adler, manager. 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/RYJCkC HARRAH WHITES: Feb. 25 Disclosure Statement Hearing Set ------------------------------------------------------- Debtor Harrah Whites Meadows Nursing, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, a disclosure statement and a plan. On Jan. 16, 2020, Judge Barbara Ellis-Monro ordered that: * Feb. 25, 2020, at 11:00 a.m. in the United States Bankruptcy Court, Courtroom 1402, Richard Russell Federal Building, 75 Ted Turner Drive, NW, Atlanta Georgia 30303 is the hearing to consider the approval of the disclosure statement. * Feb. 18, 2020, is fixed as the last day for filing and serving in accordance with Fed. R. Bankr. P. 3017(a) written objections to the disclosure statement. A full-text copy of the order dated January 16, 2020, is available at https://tinyurl.com/rhjon4s from PacerMonitor.com at no charge. The Debtor is represented by: THEODORE N. STAPLETON, PC Theodore N. Stapleton 2802 Paces Ferry Road, Suite 100-B Atlanta, Georgia 30339 Tel: (770) 436-3334 E-mail: tstaple@tstaple.com About Harrah Whites Meadows Nursing Harrah Whites Meadows Nursing LLC owns and operates a skilled nursing facility in Harrah, Okla. Harrah Whites Meadows Nursing LLC filed its voluntary petition initiating this Chapter 11 case (Bankr. N.D. Ga. Case No. 19-65376) on Sept. 27, 2019. In the petition signed by Christopher F. Brogdon, manager, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Debtor hired Theodore N. Stapleton P.C. as its legal counsel. The case has been assigned to Judge Barbara Ellis-Monro. Nancy J. Gargula, U.S. trustee for Region 21, appointed Tony Fullbright to serve as patient care ombudsman in the Debtor's case. HIGH TIDE TRANSPORT: Feb. 24 Plan & Disclosure Hearing Set ---------------------------------------------------------- On Jan. 14, 2020, Debtor High Tide Transport LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, a disclosure statement with respect to a plan under chapter 11 of the Code. On Jan. 16, 2020, Judge Jerry A. Funk conditionally approved the disclosure statement and established the following dates and deadlines: * The plan of reorganization, the disclosure statement and a ballot for accepting or rejecting the plan, and this Order conditionally approving the disclosure statement shall be mailed by the attorney for the proponent of the plan sought to be confirmed to creditors, equity security holders, and other parties in interest. * Feb. 24, 2020, at 3:30 p.m., in 4th Floor Courtroom D, 300 North Hogan Street, Jacksonville, Florida is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. * Any objections to Disclosure or Confirmation shall be filed and served seven days before the confirmation hearing. * Applications of attorneys, accountants, auctioneers, appraisers, and other professionals for compensation from the estate of the debtor pursuant to 11 U.S.C. Sec. 330 and 331 must be filed with the Court fourteen (14) days prior to the confirmation hearing. A full-text copy of the Order dated Jan. 16, 2020, is available at https://tinyurl.com/yx6ww5fj from PacerMonitor.com at no charge. About High Tide Transport High Tide Transport LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03196) on Aug. 20, 2019. At the time of the filing, the Debtor was estimated to have assets of between $100,001 and $500,000 and liabilities of the same range. The case has been assigned to Judge Jerry A. Funk. The Debtor is represented by The Law Offices of Jason A. Burgess, LLC. HOLLYWOOD ONE: Asks to Continue Sale Motion Hearing to March 5 -------------------------------------------------------------- Hollywood One, LLC, asks the U.S. Bankruptcy Court for the Southern District of Florida to continue the hearing on its proposed bidding procedures in connection with the auction sale of assets, to March 5, 2020. On Oct. 22, 2019, the Debtor filed its Motion For Entry of an Order (1) Approving Competitive Bidding and Sale Procedures For the Sale of Certain of the Debtor's Assets, (2) Approving the Purchase Agreement and Stalking Horse Protections Therein, (3) Scheduling Dates to Conduct Auction and Hearing to Consider Final Approval of Sale, (4) Approving the Sale of Certain of the Debtor's Assets Free and Clear of Liens, Claims, Encumbrances and Interests, and (5) Granting Related Relief (Certain Parcels of Vacant Land) pursuant to 11 USC 363( f). On Nov. 25, 2019, the Court entered the Bid Procedure Order. On Jan. 8, 2020, Brenda Diane Nestor, the Debtor's representative filed an Emergency Motion to Extend Bid Deadline and Continue Auction and Sale Hearing for 30 Days due to Ms. Nestor's request to become a Qualified Bidder and attend and participate in the Auction. The Nestor Motion was denied, but provided language that stated "unless the Debtor agrees with the relief sought by Ms. Nestor." Thereafter, the Debtor, along with Trustee Tabas, consulted counsel for Miles River, the Stalking Horse Bidder, as well as the other interested parties, including potential bidders. No party has objected to the continuance of the Sale Hearing and related deadlines. Further, pursuant to paragraph 12 of the Bid Procedure Order, the Sale Hearing may be continued, from time to time, without further notice to creditors, equity holders or other parties in interest other than by announcement of said continuance before the Court on the sate scheduled for such hearing. As a result, on Jan. 10, 2020, the Debtor filed a Notice of Cancellation of Auction scheduled for Jan. 14, 2020. The Debtor and Trustee Joel Tabas ask the Court set the Sale Hearing for March 5, 2010 at 1:30 p.m. The Court has already scheduled an evidentiary hearing that day in the case and most, if not all, interested parties will be already in attendance. In addition, the Debtor and Trustee Tabas ask that the deadlines set forth in the Bid Procedure Order be adjusted accordingly; (1) Bid Deadline of Feb. 27, 2020 at 5:00 p.m. (ET); (2) Auction date of March 4, 2020 at 2:30 p.m. (ET) and (3) Sale Hearing of March 5, 2020 at 1:30 p.m. (ET). The Motion is being filed in good faith and not for purposes of delay. All interested parties consent to the relief requested. Therefore, the Debtor respectfully asks that the Court enters an order: (i) granting the Debtor's Motion (ii) continuing the Sale Hearing to March 5, 2020 and related deadlines, and (iii) granting such other relief the Court deems just and proper. About Hollywood One Hollywood One LLC is the owner of multiple parcels of undeveloped land and two residential condominium units in Harford County, Maryland. Hollywood One filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-13739) on March 28, 2017, estimating less than $1 million in both assets and liabilities. The Debtor hired Genovese Joblove & Battista. P.A. as legal counsel, replacing Hoffman Larin & Agnetti, P.A.; Brown Brown and Young, P.A, as special counsel; Newpoint Advisors Corporation as accountant; and The Regional Team of Keller Williams American Premier Realty as its real estate broker. Joel Tabas was appointed as the Chapter 11 trustee over Brenda Diane Nestor's bankruptcy estate. HORIZON THERAPEUTICS: Moody's Alters Outlook to Ba3 CFR to Positive ------------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Horizon Therapeutics USA, Inc., a subsidiary of Horizon Therapeutics plc. The affirmed ratings include the Ba3 Corporate Family Rating, the Ba3-PD Probability of Default Rating, the Ba1 senior secured rating and the B1 senior unsecured rating. At the same time, Moody's revised Horizon's outlook to positive from stable. There is no change to Horizon's SGL-1 Speculative Grade Liquidity Rating. The outlook change to positive follows the recent US Food and Drug Administration approval of Tepezza for thyroid eye disease. Moody's anticipates annual sales approaching $500 million over the next five years, providing solid earnings growth, improved diversification and expanding cash flow. Ratings affirmed: Issuer: Horizon Therapeutics USA, Inc. Corporate Family Rating, at Ba3 Probability of Default Rating, at Ba3-PD Senior secured bank credit facilities, at Ba1 (LGD2) Senior unsecured notes, at B1 (LGD4) Outlook actions: Issuer: Horizon Therapeutics USA, Inc. Revised to Positive from Stable RATINGS RATIONALE Horizon's Ba3 Corporate Family Rating reflects its niche position in the global pharmaceutical industry with annual revenue of about $1.3 billion. Horizon's efficient operating structure and high profit margins will drive solid cash flow. Horizon's drugs for rare diseases have high price points, good growth opportunities, and generally high barriers to entry. Thyroid eye disease treatment Tepezza has high sales potential, but its sales trajectory will be gradual until payers establish reimbursement procedures for the drug. Horizon will continue its transition toward rare diseases and away from its inflammation products, which face rising pricing pressure. Financial leverage is modestly high with debt/EBITDA of 3.7x at September 30, 2019, but growth in earnings will drive deleveraging absent large debt-financed acquisitions. Risk factors include declining trends in the inflammation segment, commercial execution risk for Tepezza, and unresolved legal exposures. Product concentration is somewhat high, with the top three drugs generating over half of sales. Social and governance considerations are material to Horizon's credit profile. Like other pharmaceutical companies, Horizon faces rising exposure to regulatory and legislative efforts aimed at reducing drug prices. These are fueled in part by demographic and societal trends that are pressuring government budgets because of rising healthcare spending. Due to a niche focus in rare diseases, Horizon's products tend to carry very high gross prices. That being said, orphan drugs are somewhat less likely to be affected by drug pricing reform than traditional and specialty oral products that have very high spending within the Medicare Part D population. Among governance considerations, Horizon underwent a substantial deleveraging transaction in 2019, repaying a material amount of debt with public offering proceeds and balance sheet cash, in order to align its financial leverage with companies in its defined biopharmaceutical peer group. Moody's viewed this favorably, but note that the company's M&A strategy will still result in moderate financial leverage over time. The Ba1 ratings on the senior secured term loan and revolver and the B1 rating on the senior unsecured notes have a one-notch negative override factor as compared to the rating from its Loss Given Default Methodology. This reflects Moody's view that Horizon's capital structure is subject to change due to the upcoming maturity of Horizon's exchangeable notes in March 2022. The rating outlook is positive, reflecting Moody's expectation for solid growth in Horizon's orphan disease and rheumatology products and expanding diversity as Tepezza is launched. Factors that could lead to an upgrade include: successful commercial uptake of Tepezza, solid organic revenue growth, improving product diversity, and resolution of the outstanding Department of Justice subpoena into marketing and commercialization practices. Specifically, debt/EBITDA sustained below 4.0 times using Moody's definitions could support an upgrade. Factors that could lead to a downgrade include erosion in cash flow that may arise from declining volumes, significant pricing pressure, or generic competition for key products. Significant pipeline setbacks, debt-financed acquisitions, or an escalation of legal risks could also pressure the ratings. Specifically, debt/EBITDA sustained above 5.0 times using Moody's definitions could lead to a downgrade. Headquartered in Lake Forest, Illinois, Horizon Therapeutics USA, Inc., is an indirect wholly-owned subsidiary of Dublin, Ireland-based Horizon Therapeutics plc (collectively "Horizon"). Horizon is a publicly-traded pharmaceutical company focused on developing and commercializing innovative medicines that address unmet treatment needs for rare and rheumatic diseases. Net annual revenues total approximately $1.3 billion. The principal methodology used in these ratings was Pharmaceutical Industry published in June 2017. IBIS NETWORKS: Feb. 24 Plan & Disclosure Hearing Set ---------------------------------------------------- Debtor IBIS Networks Inc. has filed a Combined Plan of Reorganization and Disclosure Statement dated Jan. 13, 2020, and an Ex Parte Motion for entry of an order conditionally approving Combined Plan of Reorganization and Disclosure Statement. On Jan. 16, 2020, the Court grants the Ex Parte Motion and ordered that: * The preliminary approval of the Combined Plan and Disclosure Statement has been granted and directs the Debtor to serve on or before January 17, 2020, the Combined Disclosure Statement and Plan. * Feb. 24, 2020, at 2:00 p.m. is the combined hearing to consider final approval of the Disclosure Statement and confirmation of the Plan. * Feb. 10, 2020, will be the deadline for the filing and service of any objections to the Combined Disclosure Statement and Plan. * Feb. 17, 2020, will be the deadline for the Debtor to file a ballot summary and any replies (including any declarations) to any objections to the Combined Disclosure Statement and Plan. A full-text copy of the order dated Jan. 16, 2020, is available at https://tinyurl.com/tox429a from PacerMonitor.com at no charge. The Debtor is represented by: CHUCK C. CHOI ALLISON A. ITO 700 Bishop Street, Suite 1107 Honolulu, Hawaii 96813 Tel: (808) 533-1877 Fax: (808) 566-6900 E-mail: cchoi@hibklaw.com aito@hibklaw.com About IBIS Networks IBIS Networks, Inc. -- http://ibisnetworks.com/-- is a full-stack cleantech company that provides plug-level energy monitoring and control to solve energy and asset management problems for corporations and businesses. Its cloud-based IoT solution enables customers to reduce their plug-load consumption by up to 20 percent as well as track the condition and utilization of the assets consuming that electricity. IBIS Networks sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 19-01083) on Aug. 27, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Robert J. Faris. The Debtor is represented by Choi & Ito, Attorneys At Law. ILLINOIS STAR: Marion Center Buying Mario Property for $3.2M ------------------------------------------------------------ Illinois Star Centre, LLC, asks the U.S. Bankruptcy Court for the Southern District of Illinois to authorize its Asset Purchase Agreement with Marion Center Project, LLC in connection with the sale for $3.2 million of (i) the real property located at 300 DeYoung, Marion, Illinois, including all improvements, personal property used in any improvements, and other rights set forth in Agreement, and (i) Illinois Star 800, LLC's adjacent real property located at Parcel Number 06-10-301-031, Williamson County, City of Marion, Illinois, subject to overbid. The Debtor believes that the sale of the Acquired Assets to the Buyer or its assigns is in the best interests of the Debtor, its creditors, and other parties-in-interest. It has entered into the Purchase Agreement with the Buyer for the purchase of the Acquired Assets. The Purchase Agreement excludes tenant fixtures and other property belonging to tenants, and other related items throughout the real property. For the sake of full disclosure, the ownership group of the Debtor, who constitute the entity, Illinois Star 800, LLC, is also asking to sell the adjacent real property located at Parcel Number 06-10-301-031, Williamson County, City of Marion, Illinois to the Buyer and the Purchase Agreement is contingent on the simultaneously closings of the Acquired Assets and the 800 Building. By the Motion, the Debtor asks entry of the Sale Order, following the Sale Hearing to be scheduled by the Court, (a) approving the Purchase Agreement, (b) authorizing it to sell the Acquired Assets to the free and clear of all liens, claims and encumbrances, or, alternatively, in the event that the Court approves a higher and better offer from a party not affiliated with the Buyer, approving the sale of the Acquired Assets to such other party, and (c) establishing the value of the Acquired Assets and Adjacent Real Property for the purpose of the allocation of the proceeds of the Proposed Sale. The Buyer proposes to purchase the Acquired Assets and Adjacent Real Property for a total purchase price in the amount of $3.2 million. The Purchase Price does not provide an allocation of the proceeds between the Acquired Assets and the Adjacent Real Property. The Debtor asks approval of the following procedures governing the Sale Hearing and the submission of any bid by parties interested in purchasing the Acquired Assets: a) The Sale Hearing: At the Sale Hearing, the Debtor will seek entry of an order, inter alia, authorizing and approving the sale of the Acquired Assets (i) if no other Qualifying Bid is received for the Acquired Assets, to the Buyer pursuant to the terms and conditions set forth in the Agreement or (ii) if a Qualifying Bid is received by the Debtor for the Acquired Assets, to the Buyer or such other Person submitting a Qualifying Bid whom the Debtor determines submitted the Highest or Best Bid, subject to a final determination by the Bankruptcy Court at the Sale Hearing. The Debtor's determination of the Highest or Best Bid is without prejudice to the Buyer's right and the right of any other Person who submitted a Qualifying Bid to challenge such determination at the Sale Hearing. The Debtor will not contest any argument by the Buyer that it has standing to contest the Highest or Best Bid selected by the Debtor. All objections to the Proposed Transaction will be filed no later than five business days prior to the Sale Hearing. b) Due Diligence Materials: Within seven days following submission of the Motion, the Debtor or its broker will make available to potential bidders the Due Diligence Materials. Contact information for the representative of the Debtor who will possess and grant access to the Due Diligence Materials by potential bidders is as follows: Dennis Ballinger, P.O. Box 62525, Decatur, IL 62525, Telephone 217-330-552 Ex, 1, Fax 217-330-552, Email Dennis@BallingerCorp.com. Upon 48-hour advance notice, a potential bidder will have the right to interview the principals of the Debtor concerning the Acquired Assets. As a condition to access to the Due Diligence Materials, the Debtor may require that each potential bidder requesting such access execute an appropriate confidentiality agreement. c) Bid Requirements for Qualified Bidders: Prior to receipt by a prospective Bidder of any non-public information from the Seller, each Bidder will be required to execute an appropriate confidentiality agreement. Each Bid that satisfies the criteria set forth in paragraph A, and also is not excluded pursuant to paragraph B below: A. A competing Bid will not be considered by the Seller or the Court unless such competing Bid (i) is submitted to Seller in writing, (ii) expressly provides that it will remain open and be irrevocable in accordance with its terms through the entry of the Sale Order, and (iii) includes a good faith cash deposit of $10,000. B. A Bid will not be considered by Seller or the Court if: (i) such Bid contains financing or due diligence contingencies of any kind; (ii) such Bid consists of any form of consideration other than cash consideration, payable by wire transfer of immediately available funds to the account or accounts designated in writing by the Seller; (iii) such Bid is not received by the Seller and the Buyer by four business days before the Sale Hearing; (iv) such Bid does not contain evidence that the Person submitting it has received debt and/or equity funding commitments or available cash sufficient in the aggregate to finance the purchase contemplated thereby; or (v) such Bid is otherwise determined by the Seller to be made in bad faith and such determination is not reversed by a Final Order of the Court. d) Auction: If one or more Qualifying Bids are submitted in accordance with the Bidding Procedures Order, the Seller will conduct the Auction as set forth in the Agreement. On the business day before the Sale Hearing at 10:00 a.m. (St. Louis time), the Seller will conduct the Auction at the offices of Carmody MacDonald, P.C. 120 South Central Ave., Suite 1800, Clayton, Missouri 63105, at which time and place the Buyer and all the Persons who submitted Qualifying Bids will have the right to submit further Bids in writing. Any Bid submitted at the Auction must be higher than the immediately preceding Bid in increments of not less than $10,000. The Debtor asks that the Court authorizes the sale of the Acquired Assets free and clear of all liens, claims, and encumbrances, with such liens, claims, and encumbrances to attach to the sale proceeds. It submits that the purported liens or interests of the City of Marion are subject to a bona fide dispute. Specifically, the Debtor filed an adversary proceeding styled Illinois Star Centre LLC v, City of Marion, Case No. 17-03039 in Court. The Motion to Dismiss filed by the City of Marion was not successful and Adversary Proceeding remains open with a Motion for Summary Judgment pending. As such, the Acquired Assets may be sold free and clear of such other liens and interests, because the purported liens and interests of The City of Marion are subject to a bona fide dispute. Additionally, as more recently announced before the Court, The City of Marion consents to the sale of the Acquired Assets subject to the Court's determination of the proper allocation of the proceeds of the sale of the Acquired Assets and 800 Building. The Debtor also asks that the Court approves payment of all of the proceeds received from the sale of the Acquired Assets and Adjacent Real Property into an account to be escrowed pending a determination of the extent and priority of all liens on the Acquired Assets, including those subject to a bona fide dispute with The City of Marion. It further asks that the Court approves an allocation of the proceeds from the sale of the Acquired Assets and the Adjacent Real Property based upon the evidence that the Debtor and The City of Marion will provide to the Court at an evidentiary hearing regarding the values of the Acquired Assets and the Adjacent Real Property. A copy of the Agreement is available at https://tinyurl.com/vubhkr6 from PacerMonitor.com free of charge. About Illinois Star Centre Illinois Star Centre LLC owns the Illinois Star Centre Mall located at 3000 W. Deyoung Street, Marion. The mall, which is valued at $5.5 million, offers more than 50 stores and restaurants and serves the Southern Illinois Community with events that showcase local talent. Illinois Star Centre sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4, 2017. In the petition signed by Dennis D. Ballinger, Jr., its managing member, the Debtor disclosed $5.6 million in assets and zero liabilities. The case is assigned to Judge Laura K. Grandy. Carmody MacDonald, P.C., is the Debtor's bankruptcy counsel, and Hoffman Slocomb LLC, is its special counsel. The Debtor tapped Vista Properties and Investments to assist in the marketing and sale of its real estate located at 3000 DeYoung, Marion, Illinois. No official committee of unsecured creditors has been appointed in the case. INDEPENDENCE PROPERTIES: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: Independence Properties, Inc. 1304 Kings Highway Haddon Heights, NJ 08035 Business Description: Independence Properties, Inc. is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51)). Chapter 11 Petition Date: February 5, 2020 Court: United States Bankruptcy Court District of New Jersey Case No.: 20-11949 Debtor's Counsel: Mark. W. Ford, Esq. LAW OFFICES OF MARK W. FORD, LLC 4 1/2 North Broadway PO Box 110 Gloucester City, NJ 08030 Tel: 856-456-8811 E-mail: terryannlaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gina M. Palo, authorized representative. 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/gZEgXl INTERRA INNOVATION: Proposes Feb. 28 Auction of Property -------------------------------------------------------- inTerra Innovation, Inc., asks the U.S. Bankruptcy Court for the District of Massachusetts to authorize it to sell, assign and transfer by public auction its right, title and interest in certain motor vehicles, accessions, and other equipment (Exhibit A) that will take place simultaneously both at the Debtor's place of business at 30 Lowell Junction Road, Andover, Massachusetts, and online through the Internet Auction Mechanism (www.bidspotter.com) on Feb. 28, 2020 at 10:30 a.m. (ET). As identified more fully in Exhibit A, the Property to be sold at the Public Auction is as follows: a. 2015 Freightliner PA850 Vehicle (VIN# 1FVHG5CY1FHGH9898) with Mobile Mixer (SN# HN3VA118L11110) attachment; b. 2020 Western Star 4700SB Truck (VIN# 5KKMAXDV9LPKV3535) with Mobile Mixer (SN# K3N3VA120L11791) attachment; c. 2020 Western Star 4700SB Truck (VIN# 5KKMAXDV0LPKV3536) with Mobile Mixer (SN# K3N3VA120L11792) attachment; d. 2020 Western Star 4700SB Truck (VIN# 5KKMAXDV5LLLM7418); e. Reimer Pro All P8500B Mixer Unit (SN# K3N3VA120L11804); f. 2020 Western Star 4700SB Truck (VIN# 5KKMAXDV7LLLM7419); g. Reimer Pro All P8500B Mixer Unit (SN# K3N3VA120L11805); and h. 2014 Caterpillar 938K Loader (VIN# SWL02636). The Property is not exempt under any state or federal law. Bank of America, N.A. and Banc of America Leasing & Capital, LLC, either directly or as agent of Navitas Credit Corp. assert a first priority security interest in all of the Property. To the best of the Debtor's knowledge, no other entity claims an interest in the Property. The Debtor and the Lenders agree that one or more of the Lenders has a first priority, perfected lien in the Reimer Pro All P8500B Mixer Unit (SN# K3N3VA120L11804), Reimer Pro All P8500B Mixer Unit (SN# K3N3VA120L11805), and the 2015 Freightliner PA850 Vehicle (VIN# 1FVHG5CY1FHGH9898) with Mobile Mixer (SN# HN3VA118L11110) attachment ("Agreed Collateral"). They also agree that the remaining items included in the Property (items identified as (b), (c), (d), (f), and (h) ("Disputed Collateral") are the subject of a bona fide dispute. Moreover, the Debtor contests any cross-collateralization of the Property asserted by BALC acting as agent for Navitas. In addition to the bona fide dispute mentioned in the preceding paragraph, the Lenders have consented to the sale of the Property on the terms set forth in the Motion. To the extent any valid, perfected liens, claims, interests or encumbrances existed as to the Disputed Collateral on the Petition Date, those liens, claims, interests and encumbrances will attach to the sale proceed. The proceeds from the sale of the Disputed Collateral will be held in escrow in a segregated interest bearing account until further order of the Bankruptcy Court. To be clear, these proceeds will not be used by the Debtor in its operations or otherwise until a further order of the Court. The proceeds from the sale of the Agreed Collateral will be paid by the Debtor to the Lenders within three business days following its receipt of the full purchase price, and will be applied against the principal amount of the Lenders' claims against it, subject to any adjustment of that application that may be required by the Bankruptcy Court. Within three business days after the Lenders' receipt of the sale proceeds of the Agreed Collateral, the Lenders will provide the Debtor and the Committee with a detailed accounting of the application of such proceeds. The Debtor asks approval of the following procedures in connection with the Public Auction of the Property: 1) The Property will be transferred on an "as is, where is" basis, without any representation or warranty of any kind by the Debtor or the Auctioneer. 2) Pursuant to section 363(f) of the Bankruptcy Code, the Property will be sold free and clear of any liens, claims, encumbrances and interests, with such liens, claims, encumbrances and interests, if any, attaching to the proceeds of such sale. The proceeds from the sale of the Agreed Collateral will be paid to the Lenders within three business days following the Debtor's receipt of the full purchase price. The proceeds from the sale of the Disputed Collateral will be held in escrow by the Debtor in a segregated interest bearing account until further order of the Court. 3) The successful bidder for the any Property (including any Lender for the purchase of Disputed Collateral) will tender to the Debtor a deposit on the day of the auction equal to 25% of its bid for the purchased Property. 4) A successful bidder, other than a Lender purchasing Agreed Collateral by way of a credit bid, will pay the balance of the purchase price to the Debtor's DIP account in accordance with the terms announced at the Public Auction, and in all events prior to the removal of any purchased Property. 5) Terms for the removal of the Property by the successful bidder will be announced at the auction. 6) To the extent that the Debtor does not consummate a sale to highest bidder for any Property for any reason, the Debtor, in its discretion, may sell such Property to the next highest bidder for the Property that will successfully tender the required deposit to the Debtor within three business days of written notice of default of the previous highest bidder without further Court order. 7) Any high bidder for any Property who purchases such Property through the Internet Auction Mechanism will also pay a buyer's premium of 4% of the purchase price to Bidspotter, the Internet Auction Mechanism provider. 8) The Debtor may, at or before the sale, impose such other and additional terms and conditions as they determine to be in the best interests of the Debtor and its estate, creditors and other parties in interest. 9) Additional terms may be announced by the Auctioneer at the time of the sale. 10) The Court may modify the method of sale set forth herein at or prior to the hearing on the sale. Filed contemporaneously with the Motion, the Debtor's Motion to retain Paul E. Saperstein Co., Inc. as the auctioneer. The Debtor proposes to serve the Notice of Sale on all creditors, potential purchasers, and parties-in-interest. In addition, the Auctioneer will advertise the Public Auction. About inTerra Innovation InTerra Innovation, Inc. -- http://www.interra-innovation.com/-- is a specialty construction materials company focused on providing innovative solutions for the design, manufacture, delivery and installation of products for the construction industry throughout the United States. It offers mobile mixing, specialty grouting, thermal grouting, lightweight cellular concrete, and concrete and specialty pumping. InTerra sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-13469) on Oct. 11, 2019. In the petition signed by Frederick P. Hooper, president, the Debtor was estimated to have assets ranging between $1 million to $10 million and debts of the same range. The Hon. Frank J. Bailey is the case judge. InTerra tapped Ruberto, Israel & Weiner, P.C., serves as the Debtor's counsel. CRS Capstone Partners, LLC, is the investment banker. JAMES SKEFOS: Apple Buying Memphis Apartment Complex for $565K -------------------------------------------------------------- James Skefos asks the U.S. Bankruptcy Court for the Western District of Tennessee to authorize the sale of the property located at 235 S. Somerville, Memphis, Tennessee, a 12-unit residential apartment complex, to Apple Partners, LLC for $565,000. The Debtor owns the property. There is no mortgage on said proposed property but it is encumbered by outstanding city and county taxes in the approximate amount of $12,5220 which will be paid at closing. The Debtor anticipates netting approximately $525,000 after payment of all taxes and closing expenses and all of said proceeds will be deposited into the bankruptcy estate. The Debtor has obtained a sales contract on said property in the amount of $565,000 subject to the conditions stated in the said contract. He has not obtained a formal appraisal on 235 S. Somerville, but the purchase price is far in excess of the Shelby County Assessor's appraisal of $140,400 and in excess of the BPO (Brokers Purchase Opinion) of $450,000. The Debtor believes the sales price obtained is more than reasonable and is in the best interest of Debtor and ultimately his creditors to sell said property. Said sale is in his regular course of business but he is seeking authorization for purposes of transparency and title insurance requirements. The Debtor ask the Court to (i) set the matter for an expedited hearing; (ii) approved the sale of 235 S. Somerville; and (iii) authorize him to sign all necessary closing documents to transfer title. A copy of the Contract is available at https://tinyurl.com/vrbed2c from PacerMonitor.com free of charge. James Skefos sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 17-28243) on Sept. 18, 2017. The Debtor tapped Daniel Lofton, Esq., at Craig & Lofton, P.C. as counsel. KING FARMS: Feb. 27 Pretrial Conference on Plan Confirmation Set ---------------------------------------------------------------- An amended disclosure statement under Chapter 11 of the Bankruptcy Code was filed by Thomas Strawn on behalf of debtor King Farms on January 7, 2020, referring to an amended plan under Chapter 11 of the Bankruptcy Code. On January 16, 2020, Judge Jimmy L. Croom ordered that: * The Amended Disclosure Statement filed by Thomas Strawn on behalf of King Farms on Jan. 7, 2020, is approved. * Feb. 17, 2020, is fixed as the last day for filing written objections to the amended plan, and for filing written acceptances or rejections of the amended plan. * Feb. 27, 2020, at 9:30 a.m. in Courtroom Number 342 at 111 South Highland Avenue, Jackson, TN is the Pretrial Conference on confirmation of the amended plan. * Within seven days after the entry of this order, the amended plan, and the amended disclosure statement, and a ballot conforming to Official Form B314 shall be transmitted by the plan proponent to creditors, equity security holders, and other parties in interest, and shall be transmitted to the United States trustee, as provided in FED. R. BANKR. P. 3017(d). A full-text copy of the order dated Jan. 16, 2020, is available at https://tinyurl.com/vzjpzeh from PacerMonitor.com at no charge. About King Farms King Farms provides a wide range of farming services on leased and owned land in Gibson County Tennessee. The business is managed by Charles King, who has been in the family farming business for multiple decades. King Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-10139) on Jan 22, 2019. The case has been assigned to Judge Jimmy L. Croom. Strawn Law Firm is the Debtor's legal counsel. KLDISCOVERY INC: S&P Assigns 'B-' ICR on Merger; Outlook Stable --------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to KLDiscovery Inc. (KLDI) after the company merged with U.S. legal process outsourcing service provider LD Intermediate Holdings Inc. The transaction resulted in the repayment of $145 million of existing debt ($20 million of revolving credit borrowings and $125 million of second-lien debt), about $34.2 million of pro forma cash, and the issuance of $200 million of 8% convertible debentures due 2024. Meanwhile, S&P raised its rating on the company's existing first-lien credit facilities to 'B' from 'B-'. Its recovery rating on the credit facility remains unchanged at '2'. The merger has improved the company's liquidity and financial flexibility. As of year-end 2019, S&P expects KLDiscovery Inc. (KLDI) will have the full borrowing capacity on its $30 million revolving credit facility maturing in December 2021 and a healthy cash balance of more than $30 million. The company used proceeds from the issuance of $200 million of 8% convertible debentures to repay $125 million of high-interest second-lien term loan and $20 million of revolver borrowings, as well as to fund cash on the balance sheet. The convertible debentures pay interest at an annual rate of 4% in cash and 4% payment-in-kind (PIK) interest payable quarterly, with an additional 3% PIK added to the original principal amount every year. This results in an annual cash interest savings of $8 million. The stable outlook on KLDI reflects S&P's expectation for low–single-digit-percent organic revenue growth, moderate margin expansion through improving sales expense, and the reduction of transaction costs over the next 12 months. The rating agency expects adjusted debt to EBITDA to decline to the mid-7x range by year-end 2020, with FOCF to debt in the low-single-digit-percent area. "We could lower our rating on KLDI if weaker-than-expected operating performance leads to FOCF deficits, we expect total available liquidity to be sustained below $20 million, or we view the capital structure as being unsustainable. We could also lower our rating if the company has unanticipated costs related to strategic initiatives, integration issues from recent or future acquisitions, or a deterioration in EBITDA margins because of underperformance from the e-discovery business," S&P said. "We could raise our rating on KLDI if we expect it to sustain adjusted debt to EBITDA of less than 6.5x and FOCF to debt in the mid- to high-single-digit-percent area. This could occur due to good organic revenue growth in the e-discovery business, realization of targeted synergies, and improved operating leverage that elevates the company's EBITDA margins," the rating agency said. LONESTAR II GENERATION: Moody's Affirms Ba3 Amid Loans Increase --------------------------------------------------------------- Moody's Investors Service affirmed the Ba3 ratings assigned to Lonestar II Generation Holdings LLC's $250 million senior secured term loan B due 2026, the $30 million senior secured term loan C due 2026 and the $20 million revolving credit facility due 2024 following an increase in the Term loan B of $50 million and in the Term loan C of $6 million. The rating outlook is stable. Proceeds from the term loan B increase together with $18 million of cash on balance will be used to fund an extraordinary dividend to Lonestar's owner Blackstone. RATINGS RATIONALE The rating affirmation balances the recent term loan increase and distribution of cash on balance sheet shortly after rating assignment in 2019 against demonstrated improved fundamentals in Electric Reliability Council of Texas (ERCOT), continued tight reserve margins expected for the near future, and additional hedges for 2021 for around 200 MW. Moody's expects that Lonestar will enter into additional hedges for 2021 following the summer of 2020. The portfolio's operating revenue, and thus its ability to service its debt over the long-term, remains highly reliant on on-peak and scarcity pricing during summer months when it generates the majority of its energy margin. Year-to-date September 2019 non-GAP operating performance has been consistent with management's previous expectations and has benefited from increased scarcity pricing events and market tightness in August 2019 in ERCOT. For the last twelve months period ending September 30, 2019, Lonestar estimates a non-GAAP EBITDA of close to $92 million. Moody's notes that GAAP EBITDA is materially lower at $55 million and was impacted by major maintenance charges and a prolonged scheduled outage at Bastrop in Q1 2019. As of September 30, 2019, the project was able to accumulate around $63.4 million of restricted and unrestricted cash on balance sheet, which is positive. But with the term loan upsizing, around $18 million of cash on the balance sheet will be distributed to the sponsor. Moody's expects that Lonestar II Generation Holdings will achieve strong debt service coverage ratios (DSCRs) of at least above 2.0x and project solid cash flow from operations to debt over the next three years 2019-2021. Other factors considered are (1) the 100% cash flow sweep without step downs that will support deleveraging going forward; (2) the good quality of the three assets with a solid operating track record; (3) the track record of Blackstone, Kindle Energy LLC and NAES in managing and operating the portfolio; (4) environmental risks associated with the Twin Oaks coal plant and an adjacent coal mine, albeit Lonestar is in compliance with all environmental regulations; and (5) typical project finance features of the transaction but no financial covenant applicable to the term loan; (6) and a solid liquidity profile. Liquidity Profile The liquidity profile is adequate. Lonestar II Generation Holdings benefits from access to a $20 million 5-year revolving credit facility and a 7-year $36 million term loan C. Lenders benefit from a 6-month debt service reserve fund, backed by a letter of credit under the term loan C. The existing hedges do not include any collateral requirements, which is positive. Rating Outlook The stable rating outlook reflects its expectation that the hedges in place will generate cash flow sufficient to cover Lonestar's fixed costs including debt service and will allow for solid credit metrics with DSCR at least above 2.0x and solid generation of project cash flow from operations with CFO to debt of at least around 15%. Factors that could lead to an upgrade - DSCR of around 3.0x on a sustained basis even after the current hedges expire in 2020 - Cash from operations to debt above 20% on a sustained basis after the current hedges expire in 2020 Factors that could lead to a downgrade - DSCR below 2.0x - Cash from operations to debt below 10% - Major operational issues at either one of the three assets PROFILE Lonestar II Generation Holdings LLC owns a portfolio of three generating assets in Electric Reliability Council of Texas (ERCOT) with a combined capacity of 1,108 megawatts (MW). The principal methodology used in these ratings was Power Generation Projects published in June 2018. LUMASTREAM INC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: LumaStream, Inc. 2201 1st Avenue South Saint Petersburg, FL 33712 Business Description: LumaStream, Inc. is a St. Petersburg, Florida-based manufacturer of low-voltage LED lighting systems for commercial and residential applications. Chapter 11 Petition Date: February 5, 2020 Court: United States Bankruptcy Court Middle District of Florida Case No.: 20-00999 Debtor's Counsel: Scott A. Stichter, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 E. Madison St., Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 E-mail: sstichter@srbp.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $1 million to $10 million The petition was signed by George Gordon, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/2qurL3 MID-CITIES HOME: Feb. 25 Plan Confirmation Hearing Set ------------------------------------------------------ On Dec. 11, 2019, Mid-Cities Home Medical Equipment Co., Inc. filed a Disclosure Statement Pursuant to Section 1125 of the United States Bankruptcy Code with respect to the Chapter 11 Plan. On Jan. 15, 2020, the Bankruptcy Court entered an order granting the motion. Pursuant to the Solicitation Procedures Order, the Court approved the Disclosure Statement as well as certain procedures and materials for the solicitation of votes to accept the Plan. Pursuant to the Solicitation Procedures Order, a hearing to consider confirmation of the Plan will be held on Feb. 25, 2020, at 1:30 p.m. before the Honorable Edward Lee Morris, United States Bankruptcy Judge at the United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division, Courtroom 204, U.S. Courthouse 501 W. Tenth Street, Fort Worth Texas 76102. Paragraph 14.03 of the Plan further provides for a Plan Injunction which, among other things, enjoins and prohibits all holders of Claims against, and Interests in, the Debtor, its Estate and any of the Assets that arose prior to the Effective Date of the Plan from taking any action in relation to the Debtor, its Estate, the Reorganized Debtor or the Reorganized Debtor's Assets, unless otherwise permitted under the Plan. The deadline for filing and serving objections to the confirmation of the Plan is February 14, 2020. The deadline for filing and serving a reply to any objection to the Plan is February 21, 2020. A full-text copy of the notice dated January 16, 2020, is available at https://tinyurl.com/va5fbrb from PacerMonitor.com at no charge. Counsel for the Debtor: Jeff P. Prostok J. Robert Forshey Suzanne K. Rosen FORSHEY & PROSTOK LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Telephone: (817) 877-8855 Facsimile: (817) 877-4151 E-mail: jprostok@forsheyprostok.com bforshey@forsheyprostok.com srosen@forsheyprostok.com About Mid-Cities Home Medical Equipment Based in Grand Prairie, Texas, Mid-Cities Home Medical Equipment Co., Inc., d/b/a Homepoint Dme, a retailer of medical supplies and equipment, filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-41232) on March 27, 2019. In the petition signed by Scott Bays, president, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Debtor tapped Forshey & Prostok, LLP as its legal counsel. It also hired CR3 Partners, LLC and designated William Roberts, a member of the firm, as its chief restructuring officer. MOUNTAIN INVESTMENTS: Court Confirms Plan of Reorganization ----------------------------------------------------------- A hearing was held on Jan. 9, 2020, at 1:30 p.m. in Courtroom 9, at the United States Bankruptcy Court, 280 S. First Street, San Jose, California, to consider confirmation of the Plan of Reorganization of debtor Mountain Investments, LLC. On Jan. 19, 2020, Judge Stephen L. Johnson ordered that: * The treatment for Class 6 secured claim of U.S. Bank Trust N.A. is modified to be paid in monthly installments of $240.00 for 36 months and then 324 equal monthly installments of $282.98. * The Plan filed as Docket No. 263, as modified herein, is confirmed. * The anticipated date for a final decree will be on or before May 7, 2020. As reported in the Troubled Company Reporter, the Debtor filed a plan that provides that Class 8 General unsecured claims will receive one payment $38,640.00 on the 60th month after Effective Date. The estimated percent of claim paid is 3.9%. Payments and distributions under the Plan will be funded by rental income derived from real properties. A full-text copy of the Fourth Disclosure Statement dated Dec. 6, 2019, is available at https://tinyurl.com/t965df9 from PacerMonitor.com at no charge. A full-text copy of the Order Confirming the Plan dated January 19, 2020, is available at https://tinyurl.com/s9cosy8 from PacerMonitor.com at no charge. Attorney for Debtor: Ralph P. Guenther, Esq. DOUGHERTY & GUENTHER APC 601 South Main Street Salinas, California 93901 Tel: (831) 783-3440 E-mail: rguenther@guentherlawgroup.com About Mountain Investments Mountain Investments, LLC, is a limited liability company formed in 2008 by Michael and Brenda Noble. The Nobles purchased seven rental properties in the Gulfport area of Mississippi after Hurricane Katrina devastated Mississippi and Louisiana in 2005. The Nobles intended to rehabilitate the properties to provide affordable housing for local residents. Property values in and around Gulfport declined precipitously beginning in 2008 and have yet to recover. The rents generated by the properties were insufficient to pay the amounts due for each note secured by the properties. The divorce settlement required Mr. Noble to transfer the properties to Mountain Investments, LLC, and to indemnify and hold harmless Brenda Noble for any liability on the notes secured by the properties. In order to enjoin the pending foreclosures and reorganize, Mr. Noble authorized Mountain Investments to seek bankruptcy protection. Mountain Investments, LLC, f/d/b/a WIS Holdings, LLC, f/d/b/a Wealth Investment Solutions, LLC, sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 16-50906) on March 28, 2016. In the petition signed by Michael T. Noble, managing member, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Stephen L. Johnson. The Debtor is represented by Ralph P. Guenther, Esq., at Dougherty & Guenther, APC. MR. TORTILLA: Diana's Mexican Says $20K From Insiders Inadequate ---------------------------------------------------------------- Diana's Mexican Food Products, Inc. (DMFP) objects to the Second Amended Chapter 11 Plan of Reorganization filed by debtor Mr. Tortilla, Inc., on these grounds: * The Plan remains unconfirmable because it violates the absolute priority rule of 11 U.S.C. Sec. 1129(b)(2)(B)(ii) in that it provides that Debtor's owner will retain their ownership interest in the Debtor. * The contribution of $20,000 by the insiders is nowhere near a substantial contribution. It is, by the Debtor's admission, a fraction of the $400,000 liquidation value that the Debtor identified in its Confirmation Brief. * Where there has been no market testing to determine what the actual value is of this Debtor's enterprise, and in light of the paltry amount that insiders are contributing in order to retain their equity interest, there is simply not enough evidence to satisfy the requirements of Section 1129. A full-text copy of Diana's objection dated Jan. 16, 2020, is available at https://tinyurl.com/uwx6onr from PacerMonitor.com at no charge. Diana's Mexican is represented by: Marsha A. Houston Christopher O. Rivas REED SMITH LLP 355 South Grand Avenue, Suite 2900 Los Angeles, CA 90071-1514 Tel: (213) 457-8000 Fax: (213) 457-8080 - and - Bernard P. Simons REED SMITH LLP 1901 Avenue of the Stars, Suite 700 Los Angeles, CA 90067-6009 Tel: (310) 734-200 Fax: (310) 734-5299 About Mr. Tortilla Mr. Tortilla, Inc., is a manufacturer of traditional flour tortilla (fresh or refrigerated) in San Fernando, California. Mr. Tortilla filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-12051) on Aug. 14, 2018. In the petition signed by Anthony Alcazar, president, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Victoria S. Kaufman. Jonathan M. Hayes, Esq., at Resnik Hayes Moradi LLP, is the Debtor's counsel. NATURAL MOLECULAR: Trustee Selling Claims to SM Financial for $5K ----------------------------------------------------------------- Mark Calvert, the Trustee of Natural Molecular Testing Corp., asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of the Fessenden Claims and the YourCode Claims to SM Financial Services Corp. for $5,000, subject to overbid. The Estate continues to own claims (1) against Beau Fessenden in Adversary Proceeding No. 14-01087-MLB and Adversary Proceeding No. 15-01342-MLB, as further modified in the Settlement Agreement dated as of June 7, 2019 approved by the Court by order entered on July 12, 2019 ("Fessenden Claims")' and (2) against YourCode, Inc. pursuant to that certain Promissory Note dated Feb. 6, 2015 in the principal amount of $240,000 and Security Agreement dated Feb. 6, 2015 ("YourCode Claims"). The Trustee and SM Financial have negotiated an agreement for the sale of the Fessenden Claims and YourCode Claims. The Fessenden Agreement generally provides for a purchase price of $5,000 for the Fessenden Claims and the YourCode Claims to be paid by SM Financial to the Trustee for the benefit of the Debtor's Estate. The Trustee has already received such payment. The Trustee proposes to sell the Assets free and clear of all liens, claims, interests, and encumbrances. The Trustee does not believe it is worth the expense to the Estate to keep the bankruptcy case open to continue to pursue these assets, and he believes that the sale to Financial Commerce is in the best interests of the Estate. Contemporaneously with the Motion, the Trustee has filed a notice of the Motion, which establishes a deadline by which objections or responses to the Motion must be filed with the Court. While the Trustee is prepared to consummate the sales of the Assets to the Proposed Purchaser pursuant to the terms set forth and in the Agreements, in the event a party other than SM Financial wishes to purchase any of the Assets, he asks that the Court approves the following overbid procedures: a. Each Competing Bidder who wants to participate in the overbid process must notify the Trustee of their intention to do so in accordance with the Notice on or before the Response Deadline; b. the first overbid by a Competing Bidder for the Fessenden Claims and YourCode Claims must be at least $1,000 more than the Fessenden Purchase Price, or a total of $6,000; c. each Competing Bidder must submit a Cashier’s Check to the Trustee in the amount of such Competing Bidder's first overbid at the time such overbid is made; d. each subsequent overbid for any of the Assets must be in additional increments of at least $1,000, unless otherwise agreed by the parties or directed by the Court; e. the bidder must purchase the Assets under the same terms and conditions set forth in the Fessenden Agreement, other than the purchase price; and f. in the event of an overbid that meets the foregoing conditions, the Trustee will schedule an auction for such Assets in advance of the hearing date and will request that the Court approve the winning bidder at the auction as the purchaser at the hearing on the Motion. To successfully implement the Purchase Agreement, the Trustee also asks a waiver of the 14-day stay under Bankruptcy Rule 6004(h). A hearing on the Motion is set for Jan. 30, 2020 at 9:30 a.m. The objection deadline is Jan. 23, 2020. A copy of the Agreement is available at https://tinyurl.com/yx56h8pg from PacerMonitor.com free of charge. About Natural Molecular Natural Molecular Testing Corp., which provides molecular diagnostic-testing services, including testing for sexually transmitted diseases and screening and counseling about cystic fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle. Hacker & Willig, Inc., P.S., serves as its bankruptcy counsel. The closely held company said assets are worth more than $100 million while debt is less than $50 million. Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a five-member committee of unsecured creditors. Foster Pepper's Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance Keenan, Esq., serve as the committee's attorneys. On Sept. 29, 2014, the court approved the appointment of Mark Calvert as Chapter 11 trustee. The Trustee tapped Favret, Demarest, Russo & Lutkewitte as special counsel. NAVISTAR INTERNATIONAL: S&P Puts 'B' ICR on Watch Positive ---------------------------------------------------------- S&P Global Ratings placed its 'B' issuer credit rating on Navistar International Corp. and issue-level credit ratings on CreditWatch with positive implications because it believes the combined entity, if any transaction is consummated, would be of higher credit quality than stand-alone Navistar. The CreditWatch placement follows Traton SE's offer to acquire the rest of Navistar International Corp. that it does not already own for $2.9 billion in cash. Navistar and Traton have been in a strategic alliance since 2017. If any transaction occurs, S&P believes the combined entity would have higher credit quality than stand-alone Navistar. Traton is currently 89.7% owned by Volkswagen AG, which has an issuer credit rating of 'BBB+'. Credit Watch S&P expects to resolve the CreditWatch if any transaction closes or if Navistar and Traton fail to reach an agreement. NEW SCHOOL OF COOKING: Seeks Approval to Hire Maverick Consulting ----------------------------------------------------------------- The New School of Cooking, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Maverick Consulting to provide financial and turnaround consulting services. Maverick will provide these services in connection with the Debtor's Chapter 11 case: (1) Oversight and management of all financial operations, including inventory control, accounts receivable management and budgeting; (2) Oversight of the preparation of all financial reports for the Debtor, including inventory reports and cash flow projections; (3) Evaluation and control of cash conservation measures and assistance with implementation of cash forecasting and reporting tools as requested; (4) Participation in development of strategy to negotiate with key stakeholders in order to effectuate restructuring; (5) Assistance to the Debtor with the formulation of a Chapter 11 plan of reorganization or liquidation and the preparation of the corresponding disclosure statement; (6) Preparation of financial projections for purposes of development of a Chapter 11 plan of reorganization; (7) Preparation of a liquidation analysis for a reorganization plan or negotiation purposes; (8) Assistance to the Debtor in managing and executing the reconciliation process involving claims filed by all creditors; (9) Leading the compilation and preparation of financial information, statements, schedules and monthly operating reports necessary due to requirements of the bankruptcy court and the Office of the U.S. Trustee; and (10) If necessary, and at the Debtor's request, provide testimony. The firm will charge an hourly fee of $150. It received a retainer in the sum of $500. Jeffrey Arnold of Maverick Consulting disclosed in court filings that he is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Maverick Consulting can be reached through: Jeffrey C. Arnold Maverick Consulting P.O. Box 24200 Los Angeles, CA 90024 About New School of Cooking The New School of Cooking, Inc. -- https://www.newschoolofcookingla.com/ -- is a culinary school that teaches contemporary cooking and baking techniques. It offers recreational cooking and baking classes, one-day workshops, four-week and 20-week cooking classes, kids and young adult classes, camps, corporate team building events, location rentals for filming and kitchen use, catering and private events. The New School of Cooking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-10484) on Jan. 15, 2020. At the time of the filing, the Debtor had estimated assets of between $100,000 and $500,000 and liabilities of between $1 million and $10 million. Judge Neil W. Bason oversees the case. Weintraub & Selth, APC is the Debtor's legal counsel. NEXGEL INC: Needs Additional Capital to Remain as Going Concern --------------------------------------------------------------- NexGel, Inc. filed its quarterly report on Form 10-Q, disclosing a net income of $74,000 on $287,000 of net revenues for the three months ended Sept. 30, 2019, compared to a net loss of $754,000 on $348,000 of net revenues for the same period in 2018. At Sept. 30, 2019, the Company had total assets of $1,629,000, total liabilities of $1,441,000, and $188,000 in total stockholders' equity. The Company said, "We expect to continue incurring losses for the foreseeable future and will need to raise additional capital to support ongoing operations. Our ability to continue to operate as a going concern is dependent upon our ability to raise additional capital and to ultimately achieve profitable operations. Management is evaluating various options to raise capital to fund the Company's working capital requirements through equity offerings. There can be no assurances, however, that management will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtained on terms satisfactory to us. These factors raise substantial doubt as to our ability to continue as a going concern. The condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should we be unable to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/UBNkgl NULIFE MULHOLLAND: PCO Seeks to Hire Resnik Hayes as Legal Counsel ------------------------------------------------------------------ Timothy Stacy, the patient care ombudsman appointed in NuLife Mulholland LLC's Chapter 11 case, seeks approval from the U.S. Bankruptcy Court for the Central District of Cslifornia to hire Resnik Hayes Moradi LLP as his legal counsel. Resnik Hayes will provide services in connection with the Debtor's Chapter 11 case, which include advising the PCO concerning the scope of his duties; preparing reports and other documents in the bankruptcy case; and representing the PCO in negotiations, meetings and court hearings related to his duties. The firm will bill its time for its representation of the PCO on an hourly basis in accordance with its standard hourly billing rates. Roksana Moradi-Brovia, Esq., a partner at Resnik Hayes, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Resnik Hayes can be reached through: Roksana D. Moradi-Brovia, Esq. Matthew D. Resnik, Esq. Resnik Hayes Moradi LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Telephone: (818) 285-0100 Facsimile: (818) 855-7013 Email: roksana@RHMFirm.com matt@RHMFirm.com About Nulife Mulholland NuLife Mulholland LLC owns and operates a substance abuse treatment facility located at 24969 Mulholland Highway, Calabasas, Calif., since 2014. It is licensed for six inpatients and is also equipped to provide outpatient services. NuLife Mulholland sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12407) on Sept. 24, 2019. In the petition signed by its managing member, John D. Meints Jr., the Debtor disclosed $8,028,177 in assets and $5,180,697 in debt. Judge Martin R. Barash oversees the case. The Law Offices of Robert M. Yaspan is the Debtor's legal counsel. Timothy Stacy was appointed as patient care ombudsman in the Debtor's case. He is represented by Resnik Hayes Moradi LLP. OCTAVE MUSIC: Moody's Affirms 'B2' CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service affirmed The Octave Music Group, Inc.'s Corporate Family Rating of B2 and downgraded the Probability of Default Rating to B3-PD from B2-PD. Moody's also assigned B2 ratings to the company's proposed first-lien credit facilities (consisting of a $25 million amended senior secured revolving credit facility and $290 million amended senior secured term loan). The rating outlook remains stable. Net proceeds from the debt raise combined with cash balances will be used to refinance Octave Music's existing credit facilities. The company has launched an amendment to its first-lien credit agreement to: (i) upsize the first-lien term loan and use the excess proceeds to fully repay the $67.5 million outstanding second-lien facility; (ii) extend debt maturities; (iii) reset the soft call protection to 101 for six months; (iv) and reset financial covenants. Specifically, the amendment seeks to modify the financial maintenance covenant from a Maximum First Lien Net Leverage test, currently set at 4.25x (as defined in the credit agreement), to a Maximum Total Secured Net Leverage test set at a 30% cushion to closing date leverage, with future step downs (to be determined). Moody's estimates the new covenant will be set at approximately 5.5x. Terms of the excess cash flow sweep will be relaxed for the 25% and 0% sweep step downs, which are currently linked to First Lien Net Leverage levels less than or equal to 3.25x and 2.75x, respectively. The new leverage levels will be reset to 4x and 3.5x, respectively. Moody's expects other terms and provisions within the credit agreement will remain unchanged. Affirmations: Issuer: The Octave Music Group, Inc. Corporate Family Rating, Affirmed B2 Assignments: Issuer: The Octave Music Group, Inc. $25 Million Amended Senior Secured First-Lien Revolving Credit Facility due 2024, Assigned B2 (LGD3) $290 Million Amended Senior Secured First-Lien Term Loan due 2025, Assigned B2 (LGD3) Rating Downgraded: Issuer: The Octave Music Group, Inc. Probability of Default Rating, Downgraded to B3-PD from B2-PD Outlook Actions: Issuer: The Octave Music Group, Inc. Outlook, Remains Stable The assigned ratings are subject to review of final documentation and no material change in the size, terms and conditions of the transaction as advised to Moody's. Ratings and LGD assessments on the old first-lien and second-lien credit facilities remain unchanged and will be withdrawn upon transaction close (i.e., $25 Million Revolver due 2021, $231 Million outstanding First-Lien Term Loan due 2021 and $67.5 Million outstanding Second-Lien Term Loan due 2022). RATINGS RATIONALE The affirmation of the CFR reflects the credit neutral transaction given that pro forma leverage remains within Moody's projected range of 5x-6x and declines modestly by only 0.2x to 5.5x total debt to EBITDA (as calculated by Moody's at 31 September 2019). Moody's views the transaction favorably due to extension of the debt maturity structure and reduction in annual interest expense following repayment of the second-lien term loan and reallocation of debt to the first-lien term loan. Octave Music's B2 CFR is constrained by its small revenue base, high financial leverage, and exposure to small-to-medium sized (SMB) clients and consumer discretionary spend, which could lead to cyclical revenue, particularly in an economic slowdown. The company derives roughly two-thirds of its revenue from the higher margin jukebox segment and one-third from the background music segment. While growth in the jukebox installed base was flat-to-slightly down last year, it was offset by rising average weekly coinage per jukebox driven by product upgrades, new features and growing mobile coinage. In the January-September 2019 period, total shipments declined 2.3% year-over-year (yoy) while average weekly coinage per jukebox increased 2.3%, which led to 2% yoy growth in total gross coinage. Octave Music's background music business exposes the company to repricing risk at contract renewals, a soft retail environment and increasing churn in North America, partially offset by growth in Asia-Pacific. The background music segment's margins are lower than the jukebox segment's margins, but has the potential for higher expected growth and margin improvement as the business scales via the recently launched collaboration with Apple Music to extend into new client verticals such as fitness, healthcare, banking and telecommunications. The rating is supported by Octave Music's market leadership position with the largest network of digitally connected jukeboxes in North America. It also reflects barriers to entry that stem from its cumulative R&D spend, patented technology and highly fragmented network of 2,500+ independent operators. Jukebox-related capital expenditures are low given that Octave Music's operator network is responsible for all installation, repair and maintenance of the installed fleet. Additionally, the rating takes into account the recurring music and media services revenue supported by multi-year contracts, enhanced diversification from the PlayNetwork combination, which adds exposure to enterprise and international customers, and long-standing relationships with major labels, publishers and performance rights organizations (PROs) that provide music content via multi-year licensing agreements. Moody's projects Octave Music will convert sufficient EBITDA to positive free cash flow to comfortably fund the mandatory term loan amortization and other cash needs. Moody's expects the company will maintain good liquidity supported by manageable working capital flows, positive free cash flow generation and availability under its revolver. A social risk that Moody's considers in Octave Music's credit profile is the increasing proliferation of on-demand interactive music streaming services that could potentially compete for Octave Music's business customers, if they are able to maneuver around the challenges of licensing music in public spaces. Somewhat offsetting this risk is PlayNetwork's recently launched partnership with Apple Music that establishes a new background music service for enterprises. Apple Music for Business allows enterprises to play a curated mix of Apple Music and custom playlists that express their brand and connect with their customers. PlayNetwork is the provider of Apple Music for Business and responsible for technology development, music curation, licensing, marketing and sales, and owns the direct relationship with brands. As a portfolio company of private equity sponsor Searchlight Capital Partners, Moody's expects the company's financial strategy to be relatively aggressive and governance risk to be elevated given that equity sponsors have a tendency to tolerate high leverage and favor high capital return strategies. The rating actions reflect Octave Music's planned refinancing of its debt capital structure which will increase the first-lien term loan facility by $59 million to $290 million and use the proceeds plus cash to extinguish the second-lien term loan. The new first-lien term loan is rated B2, one notch lower than the existing first-lien term loan (rated B1) due to the planned elimination of the second-lien facility, which provides support and is structurally subordinate to the existing first-lien debt under Moody's Loss Given Default (LGD) framework. With the second-lien facility's removal, the new first-lien credit facilities will represent a single class of debt, resulting in a lower rating that matches the CFR. The downgrade of the PDR to B3-PD is driven by Moody's use of a 65% mean family recovery rate for issuers with an all first-lien bank debt capital structure. The stable rating outlook reflects Moody's view that the global economy will maintain structurally low growth and US economic growth will be around 1.7% in 2020. Moody's expects this will support Octave Music's organic revenue growth in the low-single digit percentage range with 20%-25% adjusted EBITDA margins resulting in financial leverage in the 5x-6x area (Moody's adjusted), commensurate with the median for B2 rated global cross-industry peers. Ratings could be upgraded if revenue growth and EBITDA margin expansion produced a sustained reduction in total debt to EBITDA leverage below 4.5x (Moody's adjusted) and free cash flow to adjusted debt improved to at least 7%. The company would also need to maintain a good liquidity position and continue to exhibit prudent financial policies. Ratings could experience downward pressure if financial leverage, as measured by total debt to EBITDA, were sustained above 6.5x (Moody's adjusted) or if EBITDA growth was insufficient to maintain positive free cash flow generation. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. The Octave Music Group, Inc., headquartered in New York, N.Y. and privately majority-owned by Searchlight Capital Partners, L.P., is a leading provider of out-of-home digital-based interactive music and entertainment jukeboxes, with a total installed base of roughly 70,500 units featured in bars, restaurants, retail stores, hospitality establishments and other locations across North America (approximately 62,500 units) and Europe (approximately 8,000 units). Octave Music maintains a network of over 2,500 jukebox operators in North America who install the equipment in local venues and take responsibility for maintenance, promotion, service and support. In May 2017, Octave Music acquired PlayNetwork, Inc., a leading global provider of in-store audio, visual and branded multimedia entertainment and marketing solutions to department stores, specialty retailers, restaurants, supermarkets and corporations with 99,600 locations. OPP LIQUIDATING: Plan & Disclosure Hearing Reset to Feb. 20 ----------------------------------------------------------- The hearing on confirmation of the Combined Plan and Disclosure Statement of debtors OPP Liquidating Company, Inc., formerly known as Orchids Paper Products Company, et al., scheduled for January 21, 2020, at 10:30 a.m. has been adjourned to February 20, 2020, at 10:30 a.m. (ET). The Confirmation Hearing will be held before the Honorable Mary F. Walrath, at the United States Bankruptcy Court for the District of Delaware, 5th Floor, Courtroom No. 4, 824 Market Street, Wilmington, Delaware 19801. A copy of the notice dated Jan. 21, 2020, is available at https://tinyurl.com/wbpo4qk from PacerMonitor.com at no charge. The Debtors are represented by: POLSINELLI PC Christopher A. Ward Shanti M. Katona Brenna A. Dolphin 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 E-mail: cward@polsinelli.com skatona@polsinelli.com bdolphin@polsinelli.com - and - Jerry L. Switzer, Jr. 150 N. Riverside Plaza, Suite 3000 Chicago, Illinois 60606 Telephone: (312) 819-1900 Facsimile: (312) 819-1910 E-mail: jswitzer@polsinelli.com About Orchids Paper Company Headquartered in Pryor, Oklahoma, Orchids Paper Products Company -- http://www.orchidspaper.com/-- is a national supplier of consumer tissue products primarily serving the at home private label consumer market. The Company produces a full line of tissue products, including paper towels, bathroom tissue and paper napkins, to serve the value through ultra-premium quality market segments from its operations in northeast Oklahoma, Barnwell, South Carolina and Mexicali, Mexico. The Company provides these products primarily to retail chains throughout the United States. As of Feb. 28, 2019, the Debtors posted total assets $322,061,000 and total debt of $260,864,000. Orchids Paper Products Company and two of its subsidiaries filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 19-10729) on April 1, 2019. The petitions were signed by Richard S. Infantino, interim chief strategy officer. Hon. Mary F. Walrath oversees the cases. The Debtors tapped Polsinelli PC as counsel; Deloitte Transactions And Business Analytics LLP as chief strategy officer; Houlihan Lokey Capital, Inc., as investment banker; and Prime Clerk LLC as claims and notice agent. Andrew Vara, acting U.S. trustee for Region 3, on April 15, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Lowenstein Sandler LLP, as counsel; and CKR Law LLP as its Delaware counsel. ORANGE COUNTY BAIL: U.S. Trustee Objects to Disclosure Statement ---------------------------------------------------------------- The United States Trustee objects to the Disclosure Statement describing Chapter 11 Plan of Reorganization of debtor Orange County Bail Bonds, Inc. dated Dec. 20, 2019. * At page 17 of 174 of the Disclosure Statement at lines 15-19, the Disclosure Statement describes a principal asset of the Debtor being a Deed of Trust on the "Saddozai Residence". The Disclosure Statement does lay out quite well the history regarding the Saddozai Residence, however, it fails to provide any information on how quickly the Saddozai Residence could be sold to fund a plan. * At page 27 of 174 of the Disclosure Statement, the Debtor discusses the Class 41 Claim of American Contractors Indemnity Company in the amount of $7,831,800. The Proof of Claim of American was filed on their behalf by the Debtor. Under 11 U.S.C. Sec. 501(c) the debtor is permitted to do so, if the creditor fails to file a timely Proof of Claim. It remains unclear why the Debtor would file such a large claim on behalf of a creditor whose claim is listed as contingent and unliquidated. * The failure of the Debtor to resolve outstanding claims, prior to plan confirmation, creates uncertainty for the creditors of this estate, particularly with regard to the Claim of American, which is one of the largest claims in the estate. Any explanation by the Debtor as to why such a reservation of rights provisions would be in the Disclosure Statement would again be very helpful and would aid creditors in gaining a better understanding of potential Plan consequences. * The Disclosure Statement fails to address any potential tax consequences of the Plan. Understandably, the Tax Code embodies many complicated rules that make it difficult to state completely and accurately all the tax implications of any action, nevertheless some indication in the Disclosure Statement whether there may be tax consequences of some type would be helpful. A full-text copy of U.S. Trustee's objection to Disclosure Statement dated Jan. 16, 2020, is available at https://tinyurl.com/rg27arl from PacerMonitor.com at no charge. About Orange County Bail Bonds Orange County Bail Bonds Inc. -- http://www.bailall.com/-- is a bail bond service headquartered in Santa Ana, Calif. The company is family owned and operated, and specializes in bail bonds for drug-related and drunk driving DUI offenses, spousal abuse and domestic violence charges, prostitution solicitation charges, felonies, and misdemeanors. Starting in 1963, the company has been servicing Orange County, Los Angeles, Riverside, San Bernardino, and San Diego. Orange County Bail Bonds sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12411) on June 21, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $1 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Erithe A. Smith. Marc Forsythe, Esq., at Goe & Forsythe, LLP is the Debtor's counsel; and Griffiths Diehl & Company, Inc., as accountant to the Debtor. PANDA STONEWALL: S&P Affirms 'BB-' Sr. Secured Term Loan B Rating ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' project finance rating on Panda Stonewall LLC's, a 778-megawatt (MW) combined-cycle natural gas-fired power plant in Loudoun County, Va., senior secured term loan B. The '2' recovery rating is unchanged, indicating its expectation of substantial (70%-90%; rounded estimate: 70%) recovery in the event of default. The construction of the 778 MW power plant began in early 2015 and was completed in the second quarter of 2017. The plant has now been operational for nearly three years. Stonewall sells its power into Pennsylvania-New Jersey-Maryland Interconnection's (PJM) Dominion zone. "Stonewall's insignificant zone-to-node basis, and its proximity to a large load zone such as the Washington, D.C., area underpin our opinion of the project's credit quality," S&P said. The stable outlook reflects S&P's expectation that performance will likely remain at projected levels, with a DSCR between 1.4x and 1.5x over the next 12 months. Achieving this relies on maintaining high availability, dispatching with capacity factors above 75%, and capturing weighted-average spark spreads in the low- to mid-teens range. "We could consider a downgrade if Stonewall cannot maintain a minimum DSCR of 1.4x on a consistent basis. This could stem from weak spark spreads due to unfavorable wholesale power and gas feedstock prices, reduced capacity factor and higher operating and maintenance expenditures due to unforeseen operational issues that require an extended shutdown, or increased basis risk from the HRCO due to wider zone-to-node price differentials," S&P said. "We could consider an upgrade if Stonewall maintains a minimum base-case DSCR of 1.85x on a consistent basis, including refinancing periods. This could stem from favorable market conditions that have a positive influence on power and capacity prices in PJM for extensive periods, steady operational performance, and continued access to relatively inexpensive natural gas feedstock," the rating agency said. PANIOLO CABLE: Trustee Sets Bidding Procedures for Assets --------------------------------------------------------- Michael Katzenstein, the Chapter 11 Trustee of Paniolo Cable Co., LLC, asks the U.S. Bankruptcy Court for the District of Hawaii to authorize the bidding procedures in connection with the auction sale of assets in one or more transactions through one or more sales to one or more Successful Bidder(s). The Trustee also asks the Court approved of his procedures for the assumption and assignment of executory contracts and unexpired leases, including approval of a notice of proposed cure amounts. The salient terms of the Bidding Procedures are: a. Bid Deadline: March 31, 2020 at 5:00 p.m. (Hawaii Standard Time) b. Initial Bid: In the event that the Trustee designates a Stalking Horse Bidder, each Bidder must submit a Bid with a purchase price that amounts to the Stalking Horse Bidder's purchase price plus the Break-Up Fee plus the Minimum Overbid Increment c. Deposit: 10% of the proposed purchase price d. Auction: The Auction, if needed, will take place on April (TBD), 2020 at 10:00 a.m. (Hawaii Standard Time) at the offices of Goodsill Anderson Quinn & Stifel, 999 Bishop Street, Suite 1600, Honolulu, Hawaii 96813, or such other place and time as determined by the Trustee. e. Bid Increments: $500,000 f. Sale Hearing: April (TBD), 2020 at (TBD) (Hawaii Standard Time) g. Sale Objection Deadline: 85 days after entry of the Order h. Closing: 110 days after entry of the Order Any of the Assets sold pursuant to the Bidding Procedures will be sold free and clear of all liens, claims, interests and encumbrances other than any liabilities expressly assumed by the Successful Bidder, and conveyed at closing in their then-present condition, "as is, where is," with all faults and without any warranties whatsoever, express or implied. Within three days after the entry of the Order, or as soon as reasonably practicable thereafter, the Trustee will serve the Sale Notice, the Bidding Procedures Order, and the Bidding Procedures upon all parties-in-interest. In addition, within three days after the entry of the Bidding Procedures Order or as soon as reasonably practicable thereafter, the Trustee will serve the Sale Notice upon all Sale Notice Parties. Within 20 days after the entry of the Bidding Procedures Order, or as soon as reasonably practicable thereafter, the Trustee will file with the Court the Contracts List. The Cure Cost Objection is April (TBD), 2020 at 5:00 p.m. (Hawaii Standard Time). The Objection Deadline is April (TBD), 2020 at 5:00 p.m. (Hawaii Standard Time). The Reply Deadline is April (TBD), 2020 at 5:00 p.m. (Hawaii Standard Time). The Trustee asks the Court to approved the form and manner of notice with respect to certain procedures, protections, schedules, and agreements described. A copy of the Bidding Procedures is available at https://tinyurl.com/u2d93yk from PacerMonitor.com free of charge. About Paniolo Cable Company Paniolo Cable Company, LLC, owns a fiber optic network connecting five major Hawaiian Islands. Paniolo Cable Company filed a Chapter 11 petition (Bankr. D. Hawaii Case No. 18-01319) on Nov. 13, 2018, and was represented by Andrew V. Beaman, Esq., in Honolulu, Hawaii. Michael Katzenstein was appointed as the Chapter 11 Trustee of Paniolo Cable Company. Ducera Partners LLC is the Trustee's investment banker. PANTHER 22: Seeks to Hire Baumeister Denz as Legal Counsel ---------------------------------------------------------- Panther 22, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire Baumeister Denz LLP as its legal counsel. Baumeister Denz will provide general legal services in bankruptcy, corporate, litigation, tax and other areas of law throughout the course of the Debtor's Chapter 11 case. Arthur Baumeister Jr., Esq., the firm's attorney who will be handling the case, charges an hourly fee of $300. The firm received the sum of $3,000 from Rodney Hutchings, the principal of the Debtor, prior to the filing of its bankruptcy case. Mr. Baumeister disclosed in court filings that the firm neither holds nor represents any interest adverse to the Debtor, creditors and other "parties in interest." Baumeister Denz can be reached through: Arthur G. Baumeister, Jr., Esq. Baumeister Denz LLP 172 Franklin Street, Suite 2 Buffalo, NY 14202 Phone: (716) 852-1300 Email: abaumeister@bdlegal.net About Panther 22 LLC Panther 22, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-12573) on Dec. 17, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Carl L. Bucki oversees the case. Baumeister Denz LLP is the Debtor's legal counsel. PG&E CORP: Gets More Than Two-Thirds Support for Noteholder RSA --------------------------------------------------------------- PG&E Corporation on Jan. 29, 2020, disclosed that it has entered into joinder agreements with additional holders of Utility senior notes for the Restructuring Support Agreement with Utility noteholders (the "Noteholder RSA"). With these joinders, the Noteholder RSA has the support of more than two-thirds in principal amount of holders of two key classes of Utility debt: the Utility's short-term senior notes and the Utility's longer-term, high coupon senior notes. The company is pleased to have these additional consenting noteholders join the Noteholder RSA. 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, is special regulatory counsel. Munger Tolles & Olson LLP, is 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. PG&E CORP: Submits Ch.11 Plan Testimony to State Regulators ----------------------------------------------------------- PG&E Corporation and Pacific Gas and Electric Company on Feb. 1, 2020, submitted regulatory and court filings outlining the key elements of the company's updated Chapter 11 Plan of Reorganization. PG&E submitted testimony in the California Public Utilities Commission (CPUC) Plan of Reorganization proceeding and filed its updated Plan with the Bankruptcy Court. Based on these filings, PG&E remains on track to have its Chapter 11 Plan confirmed by June 30, 2020, the deadline for participating in the state's new go-forward wildfire fund. Upon emergence from Chapter 11, PG&E will be a financially stable company positioned to continue prioritizing safe operations and customer focus while meeting California's energy needs and clean energy goals in a changed climate. "Under our Plan, the company will emerge from Chapter 11 as a reimagined utility with an enhanced safety structure, improved operations, and a board and management team focused on providing the safe, reliable, and clean energy our customers expect and deserve. Our 23,000 PG&E employees are striving every day to deliver that service and to build the utility of the future. We are committed to emerge from Chapter 11 by June 30, 2020, in a manner that allows us to help lead California toward the future, meeting the highest safety, governance, and operational standards," said CEO and President of PG&E Corporation Bill Johnson. As explained in its testimony, PG&E believes its Plan meets both the letter and spirit of Assembly Bill (AB) 1054, including being rate neutral on average to customers. The Plan also addresses concerns the Governor raised in his December 13, 2019, public letter to the company. PG&E appreciates the Governor's input and is open to further discussions with the Governor's Office and other stakeholders should they have additional input as the process unfolds. PG&E looks forward to participating fully in the CPUC's proceeding to review its updated Plan. Key updated safety, governance, and operational elements of the Plan include: * Refreshing the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company so that the Boards will have the necessary expertise and skills to oversee the company post-emergence; * Implementing a plan to regionalize the company's operations and its infrastructure to enhance the company's focus on local communities and customers; * Further strengthening PG&E's corporate governance by appointing an independent safety advisor after the term of the court-appointed Federal Monitor expires; * Establishing a newly expanded role of Chief Risk Officer who will report directly to the PG&E Corporation CEO and have oversight of risks associated with PG&E's operations; * Establishing a newly expanded role of Chief Safety Officer who will report directly to the PG&E Corporation CEO and have oversight of PG&E's strategy to further improve public and workforce safety; * Forming an Independent Safety Oversight Committee (ISOC) with non-PG&E employees to provide independent review of the company's operations, including safety and regulatory compliance, safety leadership, and operational performance; * Committing to enhanced safety metrics and stricter regulatory oversight with escalating enforcement mechanisms; * Reforming executive compensation to further tie it to safety performance; and * Assuming all pension obligations, other employee obligations, and collective bargaining agreements with labor unions, and all power purchase agreements and community choice aggregation servicing agreements. Key updated financial elements of the Plan include: * Paying value in excess of $25 billion to wildfire victims through the settlements reached with individual victims, subrogation claimants, and public entities; and * Emerging with a financing structure that protects customer rates and positions the company for long term success. This includes saving PG&E's customers nearly $1 billion through the previously announced settlement with noteholders and contributing shareholder credits of approximately $8 billion so that the plan is neutral on average to customers. 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. PIERLESS FISH CORP: Seeks to Hire Tarter Krinsky as Legal Counsel ----------------------------------------------------------------- Pierless Fish Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Tarter Krinsky & Drogin LLP as its legal counsel. Tarter Krinsky will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code and negotiation with its creditors in the preparation of a reorganization plan. The firm will be paid at these rates: Partners $530 - $725 per hour Counsel $445 - $665 per hour Associates $338 - $530 per hour Paralegals $260 - $325 per hour The firm received an initial retainer of $45,000. Scott Markowitz, Esq., a partner at Tarter Krinsky, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Tarter Krinsky can be reached through: Scott S. Markowitz, Esq. Rocco A. Cavaliere, Esq. Tarter Krinsky & Drogin LLP 1350 Broadway, 11th Floor New York, New York 10018 Phone: (212)216-8000 Email: smarkowitz@tarterkrinsky.com rcavaliere@tarterkrinsky.com About Pierless Fish Corp. Pierless Fish Corp. is a fresh seafood purveyor in Brooklyn, N.Y., supplying chefs and restaurants with fish and shellfish. Pierless Fish filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-47655) on Dec. 23, 2019. In the petition signed by Robert DeMasco, president and chief executive officer, the Debtor was estimated to have between $1 million and $10 million in both assets and liabilities. Judge Carla E. Craig oversees the case. The Debtor tapped Tarter Krinsky & Drogin LLP as its legal counsel, and Imspiegel, LLC as its accountant and financial advisor. The U.S. Trustee for Region 2 appointed a committee of unsecured creditors on Jan. 24, 2020. The committee is represented by Cohen Tauber Spievack & Wagner P.C. PORTO RESOURCES: Harlem Buying New York Property for $1.55M ----------------------------------------------------------- Porto Resources, LLC, asks the U.S. Bankruptcy Court for the Eastern District of New York to authorize the private sale of the real property commonly known as 518 West 158th Street, New York, New York, to Harlem Heights Holdings, LLC for $1.55 million, pursuant to the terms and conditions of their proposed Contract of Sale. A hearing on the Motion is set for Feb. 2020, at 10:00 a.m. The Debtor's counsel believes that if the sale is approved and thereafter consummated, the Debtor will be able to pay-off the secured Debtor and perhaps emerge from the Bankruptcy. The property is uninhabited and has no tenants. It is a burned-out shell, which has been scaled and solidified. The Debtor is proposing to sell the property "privately," as a partial liquidation to hopefully pay off all creditors. The Debtor, pursuant to 11 U.S.C. Section 363, does not foresee the necessity to have a hearing on any privacy policy or concerns and as such, does not request the need for a privacy ombudsman under Section 322 of the Code. From a market analysis of the property, it appears the Debtor will be able to clear up the debt from both secured creditors. Furthermore, the offer will be to sell the property completely "as is." The Debtor has a signed contract for $1.255 million. The Debtor's real estate broker believes purchase price is realistic considering the market is accepting and closing on renovated properties in the area for approximately $2.1 million. If one factors in the cost of renovation, the proposed purchaser would be bringing in a discount value of $300,000, plus of course, the rents and fees associated therewith, upon completion of the renovation. The salient terms of the Contract are: (a) The purchase price is $1.55 million and is all cash. (b) The down payment will be a minimum of $125,000, which is now held in escrow in my Citibank IOLA account, under account number 4987245 847. (c) The sale is subject to good title being passed. (d) The Contract of Sale will include that the property will be sold "as is" and the Seller will assume all ECB's and building code violations. At present, the pre-petition violations totaled approximately $21,000 (although some of these are on the other property) and there are another couple of violations post-petition. (f) Cash, certified check or bank check for the balance at closing, subject to tax and municipal adjustments, if any. It is hoped that this Court will so order a waiver of the transfer tax, as it is a liquidation sale. (g) The sale will be an all cash transaction. The Debtor asks the right to allow the estate to pay off these violations and ECB's at Closing. The approved Real Estate Broker has estimated the following costs to the sale: (a) A maximum broker fee of 2.6%. There is no co-broker or purchasing broker. (b) New York State and City transfer tax, approximately 4.65% of the property, unless the Court approves the proposed liquidation plan, being submitted with the Motion. (c) Capital gains tax after the appropriate adjustment of the Debtor's cost basis, if any. (d) If necessary, the payment of all violation fines and ECB violations of approximately $30,000, which may include those violations on the Debtor's other property. (e) Any real estate tax arrears, plus interest and penalties, if any, although it is believed these taxes are now current, including prepetition taxes. (f) Payment of the outstanding mortgages held by Sunkyung Inc., which we beg differed until said issues are litigated, settled or adjusted, with a maximum amount, in all likelihood, to be $1.115 million. (g) The attorney fee to be approved by the Court at some date after the transaction is completed. The Debtor has no executory contracts concerning the premises, save the mortgage with the secured creditor, which will be satisfied. A copy of the Contract is available at https://tinyurl.com/qm62uf9 from PacerMonitor.com free of charge. The Purchaser: HARLEM HEIGHTS HOLDINGS, LLC co Alan Swiedler, Esq., Swiedler Law, p.c. 60 East Eighth Street New York, NY 10003 About Porto Resources Porto Resources LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 14-14130) on March 26, 2014, and is represented by Michael L. Previto, Esq., an attorney in S. Setauket, N.Y. At the time of filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. PRINCETON AVENUE: Cash Flow Projections Filed --------------------------------------------- Princeton Avenue Group, Inc., filed cash flow statement in support of its Disclosure Statement. The Cash Flow Statement provides for cash flow projections and sources/uses, including rental income for six years. The document projects $10,000 in monthly rental revenue throughout the life of the Plan. Unsecured creditors will receive $750 per month. A full-text copy of the Cash Flow Statement dated Jan. 21, 2020, is available at https://tinyurl.com/rmu69pn from PacerMonitor.com. About Princeton Avenue Group Princeton Avenue Group, Inc., is the fee simple owner of a property located at 1301 Kings Highway, Swedesboro having an appraised value of $710,000. Princeton Avenue Group sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-19841) on May 14, 2019. The Debtor disclosed $722,600 in assets and $2,020,505 in liabilities as of the bankruptcy filing. The Hon. Jerrold N. Poslusny Jr. is the case judge. MCDOWELL LAW, PC, led by Ellen M. McDowell, is the Debtor's counsel. PROSPERITY PARK: Seeks to Hire Tucker Law Group as Legal Counsel ---------------------------------------------------------------- Prosperity Park Properties, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Tucker Law Group LLP as its legal counsel. The Debtor needs the firm's legal services to properly administer its assets. Charles Tucker Jr., Esq., the firm's attorney who will be handling the case, will charge $375 per hour. He received a retainer in the sum of $23,750. Mr. Tucker disclosed in court filings that he does not hold any interest adverse to the Debtor's bankruptcy estate and creditors. Tucker Law Group can be reached through: Charles T. Tucker Jr., Esq. Tucker Law Group LLP 8181 Professional Pl, Suite 207 Hyattsville MD 20785 Phone: (301) 577-1575 Email: charles@tuckerlawgroupllp.com About Prosperity Park Properties Prosperity Park Properties, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-26386) on Dec. 10, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Lori S. Simpson oversees the case. Tucker Law Group LLP is the Debtor's legal counsel. PVM ELECTRIC: Judge Extends Exclusivity Period to March 2 --------------------------------------------------------- Judge Erik Kimball of the U.S. Bankruptcy Court for the Southern District of Florida extended PVM Electric, LLC's exclusivity period to propose a Chapter 11 plan to March 2 and the period to solicit acceptances for the plan to April 27. The bankruptcy judge set a March 2 deadline for PVM Electric to file a plan and disclosure statement. PVM Electric said it needed additional time to establish a clearer track record of income and expenses, and resolve claims of creditors in order to formulate a feasible plan. About PVM Electric LLC PVM Electric LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-15977) on May 3, 2019. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of less than $1 million. The case has been assigned to Judge Erik P. Kimball. The Debtor is represented by Aaron A. Wernick, Esq., at Furrcohen P.A. No official committee of unsecured creditors has been appointed in the Debtor's bankruptcy case. REFCO INC: SDNY Authorizes Closing of Remaining Chapter 11 Cases ---------------------------------------------------------------- The Plan Administrator for Refco, Inc. ("Refco"), the Plan Administrator for Refco Capital Markets, Ltd ("RCM") and the Litigation Trustee, appointed pursuant to the Modified Joint Chapter 11 Plan of Refco, Inc. and Certain of Its Direct and Indirect Subsidiaries [Doc. No. 3948], confirmed on December 15, 2006, (the "Plan"), on Jan. 30, 2020, disclosed that the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") has approved an Order authorizing the closing of the remaining Chapter 11 cases of the Refco Debtors. Final distributions will be made by the Refco Plan Administrator to former RCM creditors and the final wind-down of the Refco Debtors will be completed in the next few months. The closing of these cases will end one of the largest international financial company bankruptcies in history -- involving 26 affiliated debtors, with insolvency proceedings in New York, Bermuda, Singapore and the United Kingdom. It was also one of the largest cases where a Chapter 11 trustee was appointed— a necessity for administering Refco's unregulated securities broker, RCM. The Refco Debtors, and some of their non-debtor affiliates, provided execution and clearing services for exchange-traded derivatives and operated as a major provider of prime brokerage services in the fixed income and foreign exchange markets. In 2004, Refco was responsible for the most volume of customer transactions in the Chicago Mercantile Exchange, the largest derivatives exchange in the United States. The sale of Refco's regulated commodities futures merchant business, Refco LLC, was subject to a separate Chapter 7 proceeding. The Chapter 11 cases were filed after Refco's former president was arrested upon discovery of Refco's engagement in a multi-billion-dollar fraud. Federal prosecutors indicted and convicted four former officers and directors, in addition to outside legal counsel. Other former officers pled guilty to crimes involving securities fraud, mail fraud, bank fraud and related charges. The cases generated a massive litigation war among private equity funds, hedge funds, investment banks, commercial banks, broker-dealers, foreign exchange traders, big four accounting firms, prominent law firms and former officers and directors of Refco. There were multiple civil litigation matters, a securities class action and disputes in numerous foreign countries. At the time of its filing, RCM held over $2.1 billion in liquid and illiquid debt and equity securities of over 1,200 issuers located throughout the world. In addition, there was a complex web of intercompany claims among the Refco Debtors and certain non-Debtor foreign and domestic subsidiaries. The Refco Debtors were unable to schedule claims due to the unreliability of their books and records, but a total of $9.69 billion in asserted claims were filed against the Debtors. $4.32 billion of the claims were expunged and $5.37 billion were allowed. An aggregate of $4.8 billion was recovered, including from the sale of illiquid securities. Below are the total distributions from recoveries made by the Debtors and the two litigation trusts, (including approximately $2.2 million to be distributed as part of the final wind-down, as a percentage of Allowed Claims) compared to the estimated recoveries outlined in the Disclosure Statement: Recovery as % of Estimated Recoveries Creditor Class Allowed Claim per Disc. Statement -------------- ------------------- Class 1 - Non Tax Priority Claims 100.0% 100.0% Class 3 - Secured Lender Claims 100.0% 100.0% Class 4 - Senior Subordinated Note Claims 84.5% 83.4% Class 5(a) - Contributing Debtors General 53.6% 23.0% Unsecured Claims Class 5(a) - FXA General Unsecured Claims 50.1% 35.0% Class 6 - FXA Convenience Claims 40.0% 40.0% Class 3 - RCM FX/Unsecured Claims 71.2% 37.6% Class 4 - RCM Securities Customer Claims 99.7% 85.4% Class 5 - RCM Leuthold Metals Claims 100.0% 100.0% Over 99% of distributions were made on or before December 2015. The last few remaining open matters have been recently resolved, permitting the conclusion of these cases. Any funds that remain unclaimed and unreserved after the final distribution -- up to $150,000 -- will be donated to The Honorable Tina Brozman Foundation ("Tina's Wish"). Harrison (Jay) Goldin, the Founder of Goldin Associates LLC ("Goldin Associates"), a New York based financial and advisory consulting firm, was appointed by the independent directors as Chief Executive Officer of the Refco Debtors after the former president was arrested. Goldin served in that capacity through confirmation of the Plan, and Goldin Associates served as financial advisor to the Debtors through Plan Confirmation. Marc S. Kirschner, currently a Senior Managing Director of Goldin Associates, was appointed Chapter 11 Trustee of RCM in April 2006 and, upon Plan Confirmation, as RCM Plan Administrator and Trustee of the Litigation Trust and Private Action Trust. Professionals from Berkeley Research Group ("BRG"), a global consulting firm, and their predecessor firm, Capstone Advisory Group, served as the Refco Plan Administrator and managed Refco Debtors as well as advised the RCM Chapter 11 Trustee, the RCM Plan Administrator and the Trustee to the Litigation and Private Action Trusts. An advisory board for the Plan Administrator and Trustee acted throughout these cases. Its Members included: Salvatore Barbatano, a bankruptcy lawyer based in Michigan; Paul Bran, a bankruptcy lawyer based in Washington, D.C., George Boggs, a corporate lawyer based in Washington, D.C.; Ira Greene and Jeffrey Friedman, both bankruptcy lawyers based in New York City; Richard Dietz, founder of VR Capital based in London; and Carlos Abadi, founder of DecisionBoundaries Inc. based in New York City. "Since their inception, the Refco bankruptcy cases have been unusual," said Mr. Kirschner. "The combination of large assets and debts, numerous issues of first impression, complex fraud, worldwide impact and high-stakes legal battles among various parties in interest presented significant challenges, but excellent work by the advisory board and all professionals resulted in a successful conclusion. The cases are an excellent illustration of the human and monetary costs of a meltdown caused by massive fraud -- numerous civil and criminal investigations (including against prominent lawyers and professional firms), lost jobs, enormous legal and professional fees and third parties potentially responsible for catastrophic losses." "This was an intense effort by so many professionals in piecing together a tremendously fractured company that required an enormous forensic exercise to unravel," said Galfus, Managing Director of BRG. "However, just unraveling the story wasn't enough, as the estates then needed to go and recover the estates' pilfered assets. This was likely the most challenging professional experience of my and other BRG professionals' career. I'm incredibly proud to have played a role over the last 12 years in bringing about this outstanding outcome for all the constituents." About Goldin Associates For almost 30 years, Goldin Associates, LLC has been recognized as a leading financial advisory firm focused on distressed situations, valuation analyses and fiduciary roles. Goldin works with companies, creditors and equity holders to find solutions that maximize value amidst balance sheet and operational changes. Goldin provides expert analyses and testimony on various financial matters, including relating to solvency, causation and damages. Goldin also regularly serves as a trusted independent, appointed by private parties, courts or regulatory bodies, to conduct forensic financial reviews, pursue claims, and ensure compliance with applicable government standards. About Refco Inc. Headquartered in New York, Refco Inc. -- http://www.refco.com/-- is a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries are members of principal U.S. and international exchanges, and are among the most active members of futures exchanges in Chicago, New York, London and Singapore. In addition to its futures brokerage activities, Refco is a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco is one of the largest global clearing firms for derivatives. The company has operations in Bermuda. The company and 23 of its affiliates filed for Chapter 11 protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the Official Committee of Unsecured Creditors. Refco reported US$16.5 billion in assets and US$16.8 billion in debts to the Bankruptcy Court on the first day of its Chapter 11 cases. The Court confirmed the Modified Joint Chapter 11 Plan of Refco Inc. and certain of its Direct and Indirect Subsidiaries, including Refco Capital Markets, Ltd., and Refco F/X Associates, LLC, on December 15, 2006. That Plan became effective on Dec. 26, 2006. Pursuant to the plan, RJM, LLC, was named plan administrator to reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner as plan administrator to Refco Capital Markets, Ltd. RENAISSANCE HEALTH: Golden Buying All Assets for $250K ------------------------------------------------------ Debtor Renaissance Health Publishing, LLC, doing business as Renown Health Products, asks the U.S. Bankruptcy Court for the Southern District of Florida, to authorize the sale of substantially all assets to Golden Developing Solutions, Inc., for $250,000, subject to higher and better offers. The Debtor has listed its assets in Schedule B of the Schedules, including its intellectual property and goodwill. Though EIN Cap, Inc. has a secured lien on the Assets in the amount of $575,016, the Debtor is in discussions with EIN whereby EIN would accept a reduced, lump-sum payout. In addition, after administrative expenses are paid in full, the Debtor anticipates that there will be a resulting carve-out for unsecured creditors. The Debtor proposes to sell the Assets to the Purchaser for the agreed purchase price. It asks authority to sell its Assets free and clear” of any liens, claims, interests, encumbrances, with any such liens, claims and encumbrances to attach to the proceeds of said sale. Due to recent marketing efforts and funding for a new supplement product line, the Debtor requires an immediate influx of cash in order to operate. Though it believes that its long-term prospects are favorable, in the short- to medium-term, the Debtor cannot continue to operate without new funding. Furthermore, it has been unable to secured DIP lending. For these reasons, the Debtor believes that a sale of the Assets is the most favorable outcome for its creditors. The Purchaser: GOLDEN DEVELOPING SOLUTIONS, INC. 2303 RR 620 So, #160-143 Lakeway, TX 78734 About Renaissance Health Publishing Renaissance Health Publishing, LLC, doing business as Renown Health Products, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-13729) on March 22, 2019, disclosing under $1 million in both assets and liabilities. The Debtor tapped Aaron A. Wernick, Esq., at Furr Cohen, P.A., as bankruptcy counsel, and Schneider Rothman IP Law Group, as special counsel. RENFRO CORP: S&P Lowers ICR to 'CCC' on Liquidity Pressure ---------------------------------------------------------- S&P Global Ratings lowers all of its ratings, including the issuer credit rating on U.S.-based sock manufacturer Renfro Corp. to 'CCC' from 'CCC+' The downgrade reflects refinancing risk and weak liquidity as a result of near-term debt maturities and continued operating underperformance. Renfro's asset-based lending (ABL) revolving credit facility matures in February 2021, approximately 12 months from now, and its $220 million term loan ($143 million currently outstanding) matures shortly afterward on March 31, 2021. Given Renfro's operating underperformance over the past several years (EBITDA is almost 40% lower than it was five years ago), its very high leverage, and minimal cash flow generation, S&P believes it will be challenging for the company to successfully refinance its debt before it matures. As a result, S&P can envision specific default scenarios occurring over the next 12 months, including a distressed debt exchange, covenant breach, bankruptcy filing, or payment default. "The negative outlook reflects that we could lower the rating if we believe a default is inevitable within the subsequent six months," S&P said. "We could lower the rating if operating performance remains weak over the next two quarters and the company has not made significant progress on refinancing its debt, which would likely cause us to believe that a default is inevitable," the rating agency said. S&P said it could raise the rating if the company successfully refinances its debt on satisfactory terms. REVA MEDICAL: Feb. 18 Plan & Disclosure Hearing Set --------------------------------------------------- Debtor REVA Medical, Inc., filed a motion for entry of an order scheduling, and shortening notice of, a combined hearing on the adequacy of the Disclosure Statement and confirmation of the Plan. On Jan. 16, 2020, Judge John T. Dorsey ordered that: * The Motion is granted. * The Debtor is authorized and empowered to take all actions necessary to implement and effectuate the relief granted in this Scheduling Order. * Feb. 18, 2020, at 1:00 p.m. is the Combined Hearing to consider the adequacy of the Disclosure Statement, final approval of the Solicitation Procedures, and confirmation of the Plan is hereby scheduled to be held before the Honorable John T. Dorsey, the United States Bankruptcy Judge, in courtroom 5 of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 5th Floor, Wilmington, Delaware. * Feb. 13, 2020, is the deadline for any objections by any creditor or party in interest which resides or is domiciled in the United States to the Disclosure Statement or confirmation of the Plan the approval of the Disclosure Statement, adequacy of the Disclosure Statement, or confirmation of the Plan. * Feb. 17, 2020, is the deadline for the Debtor to file their brief in support of confirmation of the Plan and their reply to any objections. A full-text copy of the order dated Jan. 16, 2020, is available at https://tinyurl.com/rmsw4l8 from PacerMonitor.com at no charge. About REVA Medical REVA Medical, Inc. -- https://www.revamedical.com/ -- is a medical device company focused on the development and commercialization of bioresorbable polymer technologies for vascular applications. The Company's products include the Fantom Encore and MOTIV bioresorbable vascular scaffolds for the treatment of coronary artery disease and below-the-knee peripheral artery disease, respectively. REVA is currently selling Fantom Encore in Germany, Switzerland, Austria, the Netherlands, Belgium, Luxembourg, Italy and Turkey and is in the process of commercializing Fantom Encore in seven additional countries. REVA was founded in 2010 and is based in San Diego, California. REVA Medical filed a Chapter 11 petition (Bankr. D. Del. Case No. 20-10072) on Jan. 14, 2020. The Debtor disclosed total assets of $5.9 million and total debt of $104.5 million as of Jan. 13, 2020. The case is assigned to Hon. John T. Dorsey. The Debtor's counsel is Stuart M. Brown, Esq., of DLA PIPER LLP (US). RIOT BLOCKCHAIN: SEC Terminates Investigation --------------------------------------------- Riot Blockchain, Inc., received a written notification from the Division of Enforcement of the Securities and Exchange Commission on Jan. 29, 2020. According to the letter, the SEC has concluded its investigation of Riot, which was originally announced on April 9, 2018, and based on the information the SEC has as of the date of the letter, it does not intend to recommend an enforcement action against Riot, with respect to the matters investigated by the SEC. The SEC has concluded its investigation without recommending any enforcement action. Riot remains focused on the cryptocurrency sector with the goal of creating added shareholder value. About Riot Blockchain Headquartered in Castle Rock, Colorado, Riot Blockchain -- http://www.RiotBlockchain.com/-- is focused on building, operating, and supporting blockchain technologies. Its primary operations consist of cryptocurrency mining, targeted development of a cryptocurrency exchange, and the identification and support of innovations within the sector. Riot Blockchain reported a net loss of $60.21 million in 2018 following a net loss of $19.97 million in 2017. As of Sept. 30, 2019, the Company had $32.98 million in total assets, $4.79 million in total liabilities, and $28.19 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 2, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. RL BROOKS TRUCKING: Seeks to Hire Smith Nale as Accountant ---------------------------------------------------------- RL Brooks Trucking, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Smith, Nale and Company, Inc. as its accountant. Smith Nale will assist in the preparation and filing of the Debtor's tax returns. The firm will also provide accounting, bookkeeping and payroll services on request of the Debtor. Smith Nale and its employees and agents are "disinterested persons" under the Bankruptcy Code, according to court filings. The firm can be reached through: Nancy J. Nale Smith, Nale and Company, Inc. 327 North Main Street Punxsutawney, PA 15767 Phone: 814-938-3555 Fax: 814-938-3553 Email: info@smithnaleandco-cpas.com About RL Brooks Trucking RL Brooks Trucking, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-70617) on Oct. 2, 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. Judge Jeffery A. Deller oversees the case. Kevin J. Petak, Esq., at Spence, Custer, Saylor, Wolfe & Rose, LLC, is the Debtor's legal counsel. RUBY'S DINER: San Diego Objects to Plan & Disclosures ----------------------------------------------------- The San Diego County Treasurer-Tax Collector (TTC), a creditor, submitted an objection to the Third Amended Chapter 11 Plan and Third Amended Joint Disclosure Statement of Ruby's Diner, Inc. and its Debtor Affiliates. TTC objects to the debtors' Disclosure Statement as follows: * The Debtors' Plan, section V(B)(8), and Disclosure Statement, section V(C)(2)(h), fail to provide for the payment of the statutory rate of interest on delinquent taxes of 18% per annum as required by 11 U.S.C. Sections 506(b) and 511, and California Revenue and Taxation Code sections 2922 & 4103. * The Debtors should not be permitted to retain the right to object to the amount validity and/or priority of TTC's claim as set forth at footnote 10, pg. 21, of the Plan, and footnote 39, pg. 61, of the Disclosure Statement. TTC's claim is deemed valid, and Debtors have not objected to TTC’s claim. * The Debtors fail to provide that TTC will retain liens until its allowed secured claim is paid in full. A full-text copy of TTC's objection to Amended Plan and Disclosure Statement dated Jan. 16, 2020, is available at https://tinyurl.com/w7mz8sr from PacerMonitor.com at no charge. About Ruby's Diner Ruby's Diner, Inc. -- https://www.rubys.com/ -- is a restaurant chain headquartered in Irvine, California. Founded by Doug Cavanaugh and Ralph Kosmides in 1982, it also has locations in California, Nevada, Arizona, Texas, Pennsylvania and New Jersey. Ruby's Diner, Inc., along with its affiliates, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-13311) on Sept. 5, 2018. In the petition signed by CEO Douglas S. Cavanaugh, RDI was estimated to have assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Catherine E. Bauer oversees the case. Ruby's Franchise Systems, Inc., the creator of Ruby's Diner, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-13324) on Sept. 6, 2018, estimating less than $50,000 in assets and $1 million to $10 million in liabilities. The RDI Debtors tapped Pachulski Stang Ziehl & Jones LLP as legal counsel, and GlassRatner Advisory & Capital Group LLC as financial advisor. The RDI Debtors retained Donlin Recano & Company, Inc., as their claims, noticing and balloting agent. RFS tapped Theodora Oringher PC as general insolvency counsel and Armory Consulting Co. as its financial advisor. On Sept. 19, 2018, the U.S. Trustee appointed an Official Committee of Unsecured Creditors in the RDI Chapter 11 Case. The Committee is represented by Winthrop Golubow Hollander, LLP as its insolvency counsel and Force 10 Partners as its financial advisor. No official committee was appointed in the RFS Chapter 11 case. SANAM CONYERS: Covington Has Cash Collateral Access Thru Feb. 27 ---------------------------------------------------------------- Judge Wendy L. Hagenau authorized Covington Lodging, LLC, an affiliate of Sanam Conyers Lodging, LLC in their jointly administered Chapter 11 cases, to continue using cash collateral until the final hearing on Feb. 27, 2020 at 1:30 p.m. A copy of the order is available free of charge at https://is.gd/MGc4di from PacerMonitor.com. About Covington Lodging Covington Lodging, LLC filed a Chapter 11 petition on March 26, 2019 in the United States Bankruptcy Court for the Northern District of Georgia, Atlanta Division. The case is jointly administered with the Chapter 11 cases filed by the Debtor's related entities (Bankr. N.D. Ga. Lead Case No. 19-54798) In Re: Sanam Conyers Lodging, LLC, on April 29, 2019. Judge Wendy L. Hagenau is assigned to the case. Danowitz Legal, P.C., is the Debtor's legal counsel. SANAM CONYERS: Janam Madison May Use Cash Collateral Thru Feb. 27 ----------------------------------------------------------------- Judge Wendy Hagenau authorized Janam Madison Lodging to use cash collateral on an interim basis through February 27, 2020. The Court directed the Debtor to cure any and all adequate protection payments owed to The Patel Group, which the parties agree is for $5,432 per month, by overnight delivery payable to GRP Capital LLC at 13421 Parker Commons Blvd, Ste 102, Fort Myers, FL 33912. In the event Debtor fails to correct the deficiencies as required, counsel for The Patel Group will file a notice and affidavit with the Court, terminating consent to use the cash collateral. A copy of the consent order is available for free at https://is.gd/hKNpCh from PacerMonitor.com. Hearing on the Debtor's continued cash collateral use is scheduled on Feb. 27, 2020 at 1:30 p.m. 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. SAND CASTLE: U.S. Trustee Objects to Disclosure Statement --------------------------------------------------------- The United States Trustee objects to the Disclosure Statement of Debtor Sand Castle South Timeshare Owners Association, Inc. to Chapter 11 Plan of Liquidation filed on December 18, 2019. The UST objects on the following grounds: * The Disclosure Statement does not disclose the connection that some of the creditors in Class 2 have with the Debtor and his principal, some of which rise to the level of "insiders." Accordingly, the Disclosure Statement should include some information regarding the connection that the Debtor and his officers have with some of the entities in Class 2, such as La Tour, CRM of the Carolinas, LLC, Resort Travel and Xchange, Inc., and Zealandia Capital, Inc. given that may determine whether their vote toward confirmation of the Plan should count. * The Disclosure Statement acknowledges that certain timeshare owners filed proofs of claim and that the Association will object to them because the claims "are not properly liabilities of the Association." The Disclosure Statement and Plan should be amended to provide a deadline by which any objection to claims should be filed. * Clarification is needed regarding two issues: (a) it is not clear whether administrative claims and UST quarterly fees will be subtracted from the proceeds of the sale prior to the division of the funds into Association Funds and Active Owner’s Funds, and (b) to the extent that the funds in the Association Funds do not cover the claims in Class 2, clarification is necessary that those claims will not be paid in full and that they will not seek distribution from the Active Owner’s Funds. * The Disclosure Statement and Plan need to be amended to clarify the entity responsible post-confirmation to file monthly operating reports and pay ongoing UST quarterly fees. * Many of the terms in Article I of the Plan are defined but not used elsewhere in the Plan, making the documents a bit confusing. Moreover, Article III seems to be completely or almost identical to Sections 2.3 through 2.10 of the Plan; accordingly, it should be deleted or revised to avoid any confusion. A full-text copy of U.S. Trustee's objection dated Jan. 16, 2020, is available at https://tinyurl.com/txg7obn from PacerMonitor.com at no charge. About Sand Castle South Timeshare Owners Association Sand Castle South Timeshare Owners Association, Inc., is a not-for-profit corporation created to manage, operate and maintain a 40-unit timeshare condominium resort in the Sand Castle South condominium building located at 2207 South Ocean Boulevard, Myrtle Beach, South Carolina. The Association filed a Chapter 11 bankruptcy petition (Bankr. D.S.C. Case No. 19-02764) on May 22, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Julio E. Mendoza Jr., Esq., at Nexsen Pruet LLC. SAVAGE ENTERPRISES: Moody's Affirms B1 CFR & Alters Outlook to Pos. ------------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Savage Enterprises, LLC, the principal operating subsidiary of Savage Companies, including the B1 Corporate Family Rating, B1-PD Probability of Default Rating and the B1 rating on Savage's senior secured bank credit facility (term loan B) due 2025. Moody's also changed the outlook to positive from stable. The positive outlook recognizes the significant debt reduction of roughly $280 million expected from the proceeds of the sale of Savage's marine shipping business, and Moody's expectation of further moderation in the leverage profile. Leverage will improve by almost one turn, with debt/EBITDA approximating 4x pro forma (including Moody's adjustments) and follows on a track record of reducing amounts outstanding under the term loan B over the past year. The term loan will approximate $605 million pro forma compared to $1.1 billion at inception in 2018. The positive outlook anticipates Savage will balance maintaining a prudent capital structure against achieving profitable growth and a stronger credit profile in the face of end-market headwinds and lost revenue and EBITDA from divested business. RATINGS RATIONALE The ratings, including the B1 CFR, consider the lower financial leverage that improves flexibility to contend with the cyclical and competitive nature of the company's markets, and better positions Savage at the B1 rating level. However, the sale of the marine business follows other business divestitures undertaken over the past year and will reduce revenue scale and EBITDA, diminishing near term free cash flow prospects. The ratings also reflect Moody's expectation of continuing end market headwinds, including the energy and agriculture markets, amidst trade pressures and slowing industrial and macroeconomic growth, likely through 2020. The agribusiness, at roughly 67% of revenue and a third of EBITDA, and only part of the company's operations for about 18 months, is outside its legacy business of material handling and logistics. It also exposes the company to volume risk from fluctuations in the demand for grain and to cross-border risk given the bulk of shipments go to Mexico. Tempering factors include the company's sizeable scale and established track record as an important link in the supply and distribution chains of its longstanding blue chip customer base. Moody's believes that commodity pricing risk is minimized through the company's hedging actions. Despite the anticipated top line pressures, Moody's expects leverage to improve towards the mid 3x range over the next year, supported by a commitment to debt reduction. This should be aided by free cash flow generation of at least $70-$80 million. From a corporate governance perspective, the company's corporate and financial strategy is ultimately controlled by family members. Moody's views the company's strategy as evolving, considering the relatively new agribusiness integrated following the transformational acquisition of the grain and milling businesses Bartlett and Company LP in August 2018. As well, there is the potential of further business divestitures, likely to reduce exposure to the volatile oilfield markets. Savage is expected to have adequate liquidity, including positive free cash flow generation and availability under its $400 million ABL revolver, of which about $140 million was available as of December 2019 given suppressed borrowing base availability of approximately $230 million. The ratings could be downgraded with weakening operating margins such that Moody's expects debt-to-EBITDA to approach 5x, or a sustained deterioration in the cash flow profile with free cash flow-to-debt falling below 6.5%. A more aggressive financial policy, including debt funded acquisitions or shareholder distributions that increase leverage, would also drive downward ratings pressure. Upward ratings could develop with diversification that reduces cyclicality and sustainably stronger credit metrics, including operating margins consistent with higher rated peers, debt-to-EBITDA below 3.5x and free cash flow-to-debt in excess of 10%. This would need to be accompanied by higher cash balances or greater external funding availability. Savage would also need to profitably grow revenue with positive end market conditions, and successfully manage the transition to primarily agribusiness while reducing debt leverage to be considered for an upgrade. Moody's took the following actions on Savage Enterprises, LLC: Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Senior Secured Bank Credit Facility, Affirmed B1 (LGD3 from LGD4) Outlook changed to Positive from Stable The principal methodology used in these ratings was Surface Transportation and Logistics published in May 2019. Savage Companies is a transport and logistics company providing a range of services, including materials handling, waste disposal, and transportation, to industrial and rail customers. Savage is acquiring the grain and milling businesses of Bartlett and Company, LP, an agribusiness focused on the acquisition, storage, transportation, processing and merchandising of grain, and a leading exporter of grain to Mexico from the United States. Revenues approximated $2.53 billion for the last twelve months ended September 30, 2019. SCHOMBURG ASSET: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Schomburg Asset Fund, LLC 1128 Geranium St. NW Washington DC 20012 Chapter 11 Petition Date: February 4, 2020 Court: United States Bankruptcy Court District of Columbia Case No.: 20-00063 Judge: Hon. Martin S. Teel, Jr. Debtor's Counsel: George M. Gates IV, Esq. GEORGE M. GATES IV 601 13th St. NW Washington DC 2005 Tel: 225-366-9213 E-mail: gmgatesIV@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Patsy Johnson, managing member. 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/lqrnon SG ACQUISITION: S&P Withdraws 'B' ICR After Stone Point Buyout -------------------------------------------------------------- S&P Global Ratings withdrew its 'B' issuer credit rating on SG Acquisition Inc. following Stone Point Capital's buyout of the company on Jan. 27, 2020. As a result of the transaction, existing debt was repaid in full. Stone Point Capital is a private equity firm that focuses on investing in the global financial services industry. Previous owner the Goldman Sachs Merchant Banking Division will co-invest in the transaction with a significant minority stake, and SG Acquisition Inc.'s management team will also retain a minority stake in the business. SHOPPINGTOWN MALL: Unsecureds Get 100% Without Interest in 5 Years ------------------------------------------------------------------ Debtor ShoppingTown Mall NY LLC filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Plan of Reorganization and a Disclosure Statement on Jan. 19, 2020. Class 7 shall consist of general Unsecured Creditors. Each Holder of a Class 7 Claim will be paid 100% of its Claim in quarterly distributions over a period of five years without interest. If, however, the Holder of a Class 7 Claim selects alternative treatment, then the Holder of such a Class 7 Claim shall be paid 50% of its Allowed Claim in a single distribution in full satisfaction of its Claim on the Effective Date of its Claim. Class 8 shall consist of any Allowed deficiency Claims of the County, Town, and/or School District's Class 2, 3, and/or 4 Claims. Holders of Class 8 Claims shall be paid in full over a period of 10 years from the Effective Date in quarterly Distributions without interest. Class 9 will consist of the Claims of Insider unsecured creditors. Each Holder of a Class 9 Claim shall be paid 100% of its Claim in quarterly Distributions over a period of five years beginning ninety days from the final Distributions to Holders of Class 7 Claims. Class 10 consists of the equity owners of the Debtor. Each Holder of a Class 10 interest will retain its equity security interests held in the Debtor and shall receive no Distributions. The Debtor's real estate taxes that it owes and is required to pay each year is expected to decrease substantially as a result of the Tax Assessment Appeal, which will increase available funds. Further, the Debtor will continue to operate as ShoppingTown mall and its expansion into various different types of tenants will increase the revenue generated by ShoppingTown Mall. As a result of the decreasing real estate tax obligations, the Debtor will have the necessary funds to make the full payment of administrative expenses on the Effective Date of the Plan. To the extent that the Debtor does not have the necessary funds to pay the administrative expenses on the Effective Date, it may draw on the DIP Facility, which shall be converted to the Exit Facility on the Effective Date. A full-text copy of the Disclosure Statement dated Jan. 19, 2020, is available at https://tinyurl.com/t279wn8 from PacerMonitor.com at no charge. The Debtor is represented by: Kirk B. Burkley, Esquire Sarah E. Wenrich, Esquire BERNSTEIN-BURKLEY, P.C. 707 Grant Street, Gulf Tower, Suite 2200 Pittsburgh, PA 15219 Telephone: (412) 456-8108 Facsimile: (412) 456-8135 About Shoppingtown Mall NY Shoppingtown Mall NY LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Shoppingtown Mall NY sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23178) on Aug. 13, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million, and liabilities of between $10 million and $50 million. Judge Carlota M. Bohm oversees the case. Bernstein-Burkley, P.C. is the Debtor's legal counsel. SOUTH PADRE: Feb. 8 Island, Port Isabel Land Liquidation Set ------------------------------------------------------------ Patten Companies, a leader in premium residential property development, announced the immediate release of Pirates Cove, South Padre Island and Port Isabel's only deep water community minutes by boat to the Gulf of Mexico and Laguna Madre. This private, gated intracoastal community has a limited number of direct waterfront and slip homesites accommodating boats up to 55 feet. Infrastructure is 100% complete and lots are priced to sell on Saturday, February 8, 2020. "This is a rare opportunity to acquire high quality waterfront property below the cost of development, in the most desirable coastal destination in Texas," explains Jon Riley, Project Manager. "The original developer spared no expense. This is your chance to create your own custom waterfront retreat for up to 70% off the original prices." On February 8th, waterside homesites with dedicated marina slips that were originally priced at $131,000, are now available from $39,900. Direct dockable waterfront homesites that were $228,500 now start at just $99,900. There is no time limit to build, choose your own builder, and excellent financing is available with low down payment. For more information and directions to Pirates Cove, visit www.piratescovetexas.com or call (877) 550-3735. About South Padre Investment South Padre Investment, LP, is engaged in real estate investment. The Company filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 11-20056) on Jan. 29, 2011, in Corpus Christi, Texas. Judge Richard S. Schmidt presides over the case. James S. Wilkins, Esq., at Willis & Wilkins, in San Antonio, Texas, serves as bankruptcy counsel to the Debtor. The Debtor disclosed $17,266,680 in assets and $4,722,882 in liabilities as of the Petition Date. Michael Flume, at Flume Law Firm, LLP, in San Antonio, Texas, represents PlainsCapital Bank as counsel. STAR PETROLEUM: Case Summary & 6 Unsecured Creditors ---------------------------------------------------- Debtor: Star Petroleum, Corp. 165 Road Street Km 10.1 Contorno Ward Toa Alta, PR 00953 Business Description: Star Petroleum, Corp. is a privately held company based in Puerto Rico. Chapter 11 Petition Date: February 5, 2020 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 20-00558 Debtor's Counsel: Charles A. Cuprill Hernandez, Esq. CHARLES A. CUPRILL, PSC LAW OFFICES 356 Fortaleza Street Second Floor San Juan, PR 00901 Tel: 787-977-0515 Email: ccuprill@cuprill.com Total Assets: $0 Total Liabilities: $6,782,500 The petition was signed by Sami Abraham, president. A copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/kFCTMB STRATUS TECHNOLOGIES: Moody's Affirms 'B2' CFR, Outlook Stable -------------------------------------------------------------- Moody's Investors Service affirmed Stratus Technologies Bermuda Ltd.'s B2 Corporate Family Rating , B3-PD Probability of Default Rating and B2 seniorsecured bank credit facility rating. The rating outlook is stable. "The anticipated increase in investments for the edge computing business will raise Stratus' leverage to around 3.8x debt-to-EBITDA in fiscal 2021 from 3.3x currently. However, we expect the positive momentum in edge computing driven by increasing industrial automation will support Stratus' organic revenue growth of at least low single digit. During this investment phase, the stable margins of Stratus' traditional platform business will support free cash flow generation," said Mariya Moore, Moody's Analyst. Outlook Actions: Issuer: Stratus Technologies Bermuda Ltd. Outlook, Remains Stable Affirmations: Issuer: Stratus Technologies Bermuda Ltd. Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B2 Senior Secured Revolving Credit Facility, Affirmed B2 (LGD3) Senior Secured Term Loan, Affirmed B2 (LGD3) RATINGS RATIONALE Stratus' B2 CFR reflects its very small scale and the challenges associated with transitioning from a declining legacy server business to one focused on the edge of the network as industrial firms increasingly adapt to digital transformation and automate their production facilities. Moody's expects Stratus to accelerate its investments in portfolio of offerings, sales force and marketing initiatives focused on edge computing over the next several years. These investments will result in lower profitability and higher leverage over the next year, but will also help to drive revenue growth. Moody's anticipates low single digit organic revenue growth as edge (ftServer and ztC Edge servers) revenue growth more than offsets the decline in legacy servers. Additionally, the fault tolerant server market is extremely competitive with principal competitors having far greater resources to adapt to a rapidly-evolving IT landscape. These risks are balanced by a recurring services revenue stream driven by the critical nature of Stratus' products and services, strong customer retention from a blue chip customer base, and moderate projected leverage of below 3.5x debt-to-EBITDA in fiscal 2022. Stratus' adequate liquidity is supported by available cash balance of $29 million as of December 1, 2019 and Moody's expectation of positive free cash flow of around $8-10 million over the next 12 months after planned additional investments of about $13 million. Stratus also has an undrawn $20 million senior secured revolving credit facility due in April 2021 (with only a $1 million standby letter of credit for the headquarter lease). The bank facilities contain a maintenance financial covenant whereby Stratus is subject to a maximum First Lien Net Leverage Ratio of 3.50x (2.57x actual as of December 1, 2019). Moody's expects Stratus will stay in compliance with this financial covenant over the next 12 months, however that could require an additional term loan prepayment as there is a $15 million cash netting cap. In addition, Stratus' heavy investments over the next year will lower its profitability and increase leverage. Moody's expects the company to extend the facility in the near term. The stable outlook reflects Moody's view that Stratus' anticipated increase in leverage due to incremental investments will be temporary and the company's stronger organic growth will support deleveraging to below 3.5x in fiscal 2022. The stable outlook also incorporates Moody's expectation that the revolver will be extended during the first half of fiscal 2021. The ratings could be upgraded if Stratus were to achieve at least mid-single digit organic revenue growth with operating margins maintained at over 20%, and maintain leverage below 4x Moody's debt-to-EBITDA on a sustained basis. Good liquidity and commitment to a more conservative financial policy will also be expected. The ratings could be downgraded if Stratus were to experience significant declines in revenue due to losses in market share, pricing erosion, customer losses, or new technological advances. Negative free cash flow, leverage in excess of low 5x on Moody's adjusted basis or the inability to extend the revolver within the next several months could also lead to a downgrade. The principal methodology used in these ratings was Diversified Technology published in August 2018. SUMMIT ACADEMY: S&P Alters Outlook to Neg., Affirms B+ Bond Rating ------------------------------------------------------------------ S&P Global Ratings revised its outlook to negative from stable and affirmed its 'B+' rating on Summit Academy (SA), Mich.'s series 2005 public school academy refunding revenue bonds. "The negative outlook reflects our view of SA's pressured credit characteristics, with a 5.7% drop in enrollment for fall 2019, which marks the fourth year of enrollment declines over the past five years," said S&P Global Ratings credit analyst Robert Tu. S&P understands the declines are driven by the economically challenged area, with many families relocating. While S&P views management's cost-cutting efforts as fiscally prudent and ensuring payment of debt service in the short term, the rating agency feels the cuts create challenges in retaining students, and threaten the longer-term viability of the school. While maximum annual debt service (MADS) coverage and liquidity for the academy are still good for the rating, this is attributable to the school's willingness to make cost-cutting measures toward maintaining operations. "The negative outlook reflects our view of increased credit risk associated with multiple years of enrollment declines at SA, which has led the school to breach the 20% threshold of per-pupil state revenue as stipulated in the Michigan State School Aid Act. In our view, if not addressed, this will place pressure on operations, MADS coverage, and liquidity. We view SA's small enrollment and limited demand flexibility as unable to withstand any further deterioration," S&P said. "We could consider a lower rating within our outlook period if enrollment declines further, resulting in operating deficits, weakened MADS coverage, or reduced liquidity. We could also lower the rating if SA materially increases its use of short-term borrowing or if the school violates its bond covenant," the rating agency said. A positive rating action, including a revision to a stable outlook, would be predicated on the school successfully stabilizing enrollment and improving academics. S&P would view a successful four- or five-year charter renewal favorably. SUNESIS PHARMACEUTICALS: Eventide Asset Owns Zero Common Shares --------------------------------------------------------------- Eventide Asset Management, LLC reported in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2019, it beneficially owns 0 shares of common stock of Sunesis Pharmaceuticals, Inc. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/8su9JP About Sunesis Pharmaceuticals Headquartered in San Francisco, California, Sunesis -- http://www.sunesis.com/-- is a biopharmaceutical company developing novel targeted inhibitors for the treatment of hematologic and solid cancers. Sunesis has built an experienced drug development organization committed to improving the lives of people with cancer. The Company is focused on advancing its novel kinase inhibitor pipeline, with an emphasis on its oral non-covalent BTK inhibitor vecabrutinib. Vecabrutinib is currently being evaluated in a Phase 1b/2 study in adults with chronic lymphocytic leukemia and other B-cell malignancies that have progressed after prior therapies. Sunesis incurred a net loss of $26.61 million in 2018 following a net loss of $35.45 million in 2017. As of Sept. 30, 2019, the Company had $41.61 million in total assets, $9.31 million in total liabilities, and $32.29 million in total stockholders' equity. Ernst & Young LLP, in San Jose, California, the Company's auditor since 1998, issued a "going concern" qualification in its report dated March 7, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SUNPOWER CORP: Total Gaz Increases Equity Stake to 51.02% --------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Total S.A., Total Gaz Electricite Holdings France SAS, and Total Solar Intl SAS disclosed that as of Jan. 31, 2020, they beneficially own 89,931,228 shares of common stock of SunPower Corporation, which represents 51.02 percent of the shares outstanding (calculated based on 167,879,488 shares of Common Stock outstanding as of Nov. 25, 2019 as reported by the Issuer in the Prospectus Supplement filed with the SEC on Nov. 22, 2019). From the Jan. 15, 2020 through Feb. 3, 2020, Total Gaz purchased 2,952,091 shares of Common Stock, in a series of transactions at prices ranging from $8.15 to $8.90 per share in open market transactions on the New York Stock Exchange. Total Solar is an indirect wholly owned subsidiary of Total Gaz, which is an indirect wholly owned subsidiary of Total S.A. As a result, each of Total Solar, Total Gaz and Total S.A. may be deemed to beneficially own the foregoing Shares. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/m3CI6D About SunPower Headquartered in San Jose, California, SunPower Corporation -- http://www.sunpower.com/-- provides a diverse group of customers with complete solar solutions and services. The company serves residential customers, businesses, governments, schools, and utilities. SunPower reported a net loss of $917.49 million for the fiscal year ended Dec. 30, 2018, a net loss of $1.17 billion for the fiscal year ended Dec. 31, 2017, and a net loss of $521.41 million for the fiscal year ended Jan. 1, 2017. As of Sept. 29, 2019, SunPower had $1.89 billion in total assets, $2.05 billion in total liabilities, and a total deficit of $160.25 million. SWINGING TAIL: Proposes Auction of Personal Property ---------------------------------------------------- Swinging Tail Cattle Co., Inc. ask the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the public sale of personal property described more specifically on Exhibit A. Upon information and belief, the Property is encumbered as security for loans for PNC Bank, Harvey Fertilizer and Gas Co. and Deere & Co. Additionally, the items of personal property may be subject to personal property taxes due and owing to the Columbus County Tax Collector. The Corporate and Individual Debtors ask that they be authorized to sell the Property free and clear of any claims and liens of record, including any liens, security interests and claims asserted against the Property by the following: (i) any and all liens and/or security interests in favor of PNC Bank, Harvey Fertilizer and Gas Co., Deere & Co.; (ii) any and all real property taxes due and owing to any City, County or municipal corporation, and more particularly, to the Columbus County Tax Collector; and (iii) any and all remaining interests, liens, encumbrances, rights and claims asserted against the Property, which relate to or arise as a result of a sale of the Property, or which may be asserted against the Buyer of the Property, including, but not limited to, those liens and claims, whether fixed and liquidated or contingent and unliquidated, that have or may be asserted against the Property by the North Carolina Department of Revenue, the IRS, and any and all other taxing and government authorities. If any creditor claiming a lien or interest in the property does not object within the time allowed, then that creditor will be deemed to have consented to the sale of the property free and clear of that creditor's interest. The Corporate and Individual Debtors have employed Country Boys Auction & Realty, Inc. as the auctioneer for the Property. Country Boys has previously inspected the Property. They will hold a public sale to sell the Property on Feb. 12, 2020 at 10:00 a.m. across the road from 9327 Old Lumberton Road, Evergreen, Columbus County, North Carolina, as more particularly set forth in the Notice of Sale and Auctioneer Compensation filed with the Motion. The Property will be sold in an "as is" condition, and no warranties. The holders of valid liens against any of the personal property will be entitled to participate, bid and purchase to the same extent as other attendees, with the exception that lienholders may credit bid and need not pay cash at closing unless the lienholder is the winning bidder in an amount greater than the indebtedness secured by the deed of trust. The buyer of the Property will bear all costs associated with the transfer of the Property, including registration fees, local transfer fees and taxes, and North Carolina sales taxes, as applicable. The Corporate and Individual Debtors represent that the proposed public sale is the best method to liquidate the Property, as it will preserve the rights of lien and interest holders in the Property and maximize value for the same. The proceeds from the sale will be distributed first to costs and fees, including auctioneer fees and costs, then to the holders of valid, perfected liens or interests in the Property, if any, as determined by the Court in their respective cases. A copy of the Exhibit A is available at https://tinyurl.com/rpau3c3 from PacerMonitor.com free of charge. About Swinging Tail Cattle Co. Swinging Tail Cattle Co., Inc., a privately held company in the agricultural production, farms and livestock industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 19-05701) on Dec. 12, 2019. In the petition signed by Jacqueline W. Lennon, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Joseph N. Callaway oversees the case. David J. Haidt, Esq., at Ayers & Haidt, PA, is the Debtor's legal counsel. T&U INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: T&U Investments, LLC 9135 E. Stetson Street Yuma, AZ 85365 Business Description: T&U Investments, LLC is a privately held lessor of real estate properties in Yuma, Arizona. Chapter 11 Petition Date: February 5, 2020 Court: United States Bankruptcy Court District of Arizona Case No.: 20-01214 Debtor's Counsel: Phil Hineman, Esq. LAW OFFICE OF PHIL HINEMAN, P.C. 220 S. 2nd Ave Yuma, AZ 85364 Tel: 928-341-9600 E-mail: phineman@hineman.com Total Assets: $4,268,083 Total Liabilities: $2,008,312 The petition was signed by Shirley Tuffly, managing member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/kdgagG TALLAPOOSA RENEWABLE: Court Okays Pineyro as Chapter 11 Trustee --------------------------------------------------------------- At the behest of Nancy J. Gargula, United States Trustee for Region 21, the United States Bankruptcy Court for the Northern District of Georgia approved the appointment of Leslie M. Pineyro as chapter 11 trustee for Tallapoosa Renewable Green Energy, Inc. Counsel for the United States Trustee consulted with these parties-in interest regarding the selection and appointment of the trustee: a. Howard P. Slomka, Esq. Slipakoff & Slomka, PC 3350 Riverwood Parkway, Suite 2100 Atlanta, GA 30339 b. J. Nevin Smith, Esq. Smith Conerly, LLP 402 Newnan Street Carrollton, GA 30116 c. R. Brian Wooldridge Mann & Wooldridge, P.C. P.O. Box 310 Newnan, GA 30264 A full-text copy of the U.S. Trustee's application for approval of appointment of Chapter 11 Trustee is available at https://tinyurl.com/uwb38qx from PacerMonitor.com at no charge. About Tallapoosa Renewable Green Energy Based in Tallapoosa, Ga., Tallapoosa Renewable Green Energy, Inc. sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 19-12150) on Oct. 30, 2019, listing under $1 million in both assets and liabilities. The case is assigned to Judge W. Homer Drake. Howard P. Slomka, Esq., at Busch Slipakoff Mills & Slomka is the Debtor's counsel. On Jan. 7, 2020, Leslie M. Pineyro, Esq., was appointed as the Debtor's Chapter 11 trustee. The trustee is represented by Jones & Walden, LLC. TEPA PROPERTIES: Court Permits Foreclosure, Won't Oust Management ------------------------------------------------------------------ In the Chapter 11 case of Tepa Properties LLC, Bankruptcy Court Judge A. Jay Cristol granted, in part, and denied, in part, La Aurora Management, Inc.'s Expedited Motion for Order Prohibiting the Debtor's Use of Cash Collateral and Motion for Prospective In Rem Relief or, in the alternative, to Convert to Chapter 7 or appoint a Chapter 11 Trustee for the Debtor. The Court ruled that: 1. the portion of the Motion seeking to prohibit the use of cash collateral is granted; 2. the portion of the Motion seeking prospective in rem for relief from stay is granted. La Aurora Management is permitted to reset a judicial sale in its foreclosure action in Miami-Dade County Circuit Court, Case No 18 -29012 CA 01 for the property described located at 8800 SW 56 Street, Miami, Florida." 3. the Court will hold a hearing 10 days prior to any rescheduled foreclosure sale to determine if La Aurora Management is being adequately protected in this case; 4. the portion of the Motion seeking to convert the case to chapter 7 or to appoint a Chapter 11 Trustee is denied without prejudice. A full-text copy of the Court's order is available at https://tinyurl.com/sovrzwe from PacerMonitor.com at no charge. About Tepa Properties Tepa Properties LLC manages commercial real estate. Tepa filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-26228) on Dec. 3, 2019. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Gerardo Arquero Pereda, its member manager. Judge A. Jay Cristol oversees the case. The Debtor is represented by Clara G. Martinez, Esq., at Clara Martinez Law PA. THOC, PA: Court Won't Appoint Ombudsman for Now ----------------------------------------------- In the Chapter 11 case of THOC, P.A., the U.S. Bankruptcy Court for the Northern District of Texas entered an agreed order providing that in lieu of ordering the appointment of a patient care ombudsman pursuant to 11 U.S.C. Sec. 333, the Debtor will provide the Texas Medical Board with a status report, signed under penalty of perjury, containing the following information: 1. Any relocation or closure of any THOC, PA clinic location, with a list of physicians practicing at each location if clinic relocation, or terminating practice, if clinic closure. 2. In the event of any clinic relocation or closure, a list of patients who received notice of that closure, pursuant to Texas Administrative Code, Board Rule Sec. 165.5. 3. In the event of any clinic closure, information as to the custodian of patient records. 4. All complaints received or reported (attach copies of all letters, emails, etc. expressing employee, patient, contractor or vendor complaints). 5. Curtailment in supply by any critical vendors. The Status Reports must be sent to: Sarah Tuthill Assistant General Counsel Texas Medical Board 333 Guadalupe St., Suite 610 Austin, TX 78701 The Debtor will submit each Status Report directly to the Texas Medical Board by February 27, 2020 and every 30 days thereafter until the earlier of (a) the Effective Date of a confirmed plan of reorganization; (b) the cessation of the Debtor's operations; or (c) dismissal of the Debtor's Chapter 11 case. The entry of the Court's Order is without prejudice to the Texas Medical Board or any other party in interest from seeking the appointment of a patient care ombudsman at any time in the future, should the Texas Medical Board or a party in interest believe that the appointment of an ombudsman is necessary to monitor the quality of patient care and to represent the interests of patients as set forth in Section 333 of the Bankruptcy Code. Counsel for the Texas Medical Board and the Texas Health and Human Services Commission: J. Casey Roy, Esq. Assistant Attorney General Bankruptcy & Collections Division P. O. Box 12548 Austin, TX 78711-2548 Tel: (512) 463-2173 Fax: (512) 936-1409 E-mail: Casey.Roy@oag.texas.gov A full-text copy of the Agreed Order is available at https://is.gd/hnxTyU from PacerMonitor.com at no charge. About THOC, PA THOC, PA, which operates a medical practice in Dallas under the name Texas Hemotology Oncology Centers, filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-34237) on Dec. 30, 2019. The case is assigned to Judge Stacey G.C. Jernigan. The Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C. TIMOTHY SCHMIDT: Selling 2016 Mercedes-Benz G63 AMG for $85K ------------------------------------------------------------ Timothy Schmidt and Dina Schmidt ask the U.S. Bankruptcy Court for the Southern District of New York to authorize the sale of their 2016 Mercedes-Benz G63 AMG to Mercedes Benz of White Plains for $85,000. In December 2015, Mr. Schmidt purchased the vehicle. The purchase in the amount of $138,457 was financed through Bank of America, N.A. with terms over a 75-month period at 3.99% interest, with a monthly payment in the amount of $2,092. The current principal due to BOA is approximately $53,166. The value of the vehicle is believed to be $80,000 to $85,000. A Kelly Bluebook comparable vehicle value in the amount of $83,995 is annexed to the Motion as Exhibit B. Mr. Schmidt has been privately seeking a purchaser for the vehicle during the pendency of the chapter 11 case. He received an offer of $80,000 from a private party. Today he received an offer (Exhibit C) of $85,000 from Mercedes Benz of White Plains. Mr. Schmidt has been advised by Mercedes Benz of White Plains that the high-end offer is based on two criteria. First, there are just under 20,000 miles on the vehicle, which is very low mileage. Second, the 2016 model is still desirable, but will soon dip in value as it proceeds into 2020. Mr. Schmidt was advised that unless the sale proceeds quickly the price could drop as much as $10,000, as the vehicle will soon be competing against 2017 models coming off lease. By the Motion, the Debtors ask authority to sell the Mercedes to Mercedes Benz of White Plains for a purchase price in the amount of $85,000 and to concurrently use approximately $53,166 of the purchaser price to pay off the BOA finance lien on the vehicle. In addition to netting approximately $31,834 for the Debtors' estate, the sale will decrease their expenses by $2,092 per month. After paying off the BOA financing, Mr. Schmidt intends to deposit the balance of sale proceeds with his counsel. There is exigency to the sale in that the vehicle will soon be competing with the 2017 models coming off lease in 2020. Without a swift sale, Mr. Schmidt is advised the purchase price could drop as much as $10,000. For the foregoing reasons, the sale of the Mercedes Benz is in the best interest of the estate. A copy of the Exhibit C is available at https://tinyurl.com/sgdh5al from PacerMonitor.com free of charge. Timothy Schmidt and Dina Schmidt sought Chapter 11 protection (Bankr. S.D. N.Y. Case No. 19-23483) on Aug. 16, 2019. The Debtors tapped Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP, as counsel. TRANSCENDIA HOLDINGS: S&P Alters Outlook to Neg., Affirms 'B-' ICR ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating on Transcendia Holdings Inc. and revised the outlook to negative from stable. S&P also affirmed its 'B-' issue-level rating on Transcendia's first-lien credit facilities and its 'CCC' issue-level rating on its second-lien debt. "Our negative outlook on Transcendia reflects our view that financial leverage could remain elevated over the next 12 months. In our view, Transcendia's S&P Global Ratings-adjusted debt to EBITDA of 8.4x at Sept. 30, 2019 is high. We expect the combination of modest organic revenue growth, margin expansion, and free cash flow generation in 2020 to reduce S&P Global Ratings-adjusted debt to EBITDA to the 7.5x area by year-end. However, weaker end-market demand, additional operational challenges, or debt-funded acquisitions over the next 12 months could prevent it," S&P said. The negative outlook on Transcendia reflects the risk that financial leverage could remain elevated at 8x or higher over the next 12 months if margin expansion and organic growth are lower than S&P expects. While S&P forecasts $5 million-$15 million of free operating cash flow (FOCF) annually, this alone is not sufficient to meaningfully reduce leverage. "We could lower our rating on Transcendia over the next 12 months if we expect the company will not reduce S&P Global Rating-adjusted debt to EBITDA comfortably below 8x, or if FOCF turns negative. Either could cause us to view the company's capital structure as unsustainable. This scenario could result from weaker-than-expected operating performance or debt-funded acquisitions. We could also lower our ratings if we expect the company will not maintain covenant headroom of at least 15%," S&P said. "We could revise the outlook to stable if we forecast Transcendia will generate stronger S&P Global Ratings-adjusted EBITDA and moderate FOCF such that leverage improves below 8x, with further improvement expected over the next 12 months, and covenant headroom remains above 15%. We believe such deleveraging could facilitate a successful refinancing of the company's capital structure well ahead of upcoming maturities," the rating agency said. TWIN CARE HOME: Terzian Appointed as Patient Care Ombudsman ----------------------------------------------------------- Tamar Terzian has been named as the patient care ombudsman for debtor Twin Care Home, Inc. The United States Trustee appointed Terzian pursuant to a court order dated December 14, 2019. The Ombudsman shall perform the duties as required in the Bankruptcy code. The PCO may be reached at: Tamar Terzian, Esq. TERZIAN LAW GROUP, A PROFESSIONAL CORPORATION 1122 E. Green Street Pasadena, CA 91106 Telephone: (818) 242-1100 Facsimile: (818) 242-1012 Email: tamar@terzlaw.com On December 13, 2019, the United States Trustee filed a stipulation regarding the appointment of a Patient Care Ombudsman for Twin Care Home, LLC. The Court approved the stipulation and directed the U.S. Trustee to appoint a disinterested PCO. The Court held that the Ombudsman may perform the duties required of the Ombudsman pursuant to Bankruptcy code, and may apply for compensation pursuant to section 330. The Ombudsman may review confidential patient records as necessary and appropriate to discharge the Ombudsman's duties and responsibilities, provided however, that the Ombudsman protects the confidentiality of those records as required under applicable non-bankruptcy law and regulations including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 and the federal HIPAA privacy regulations. U.S. Trustee can be reached at: Peter C. Anderson UNITED STATES TRUSTEE Jill M. Sturtevant, Esq. ASSISTANT UNITED STATES TRUSTEE Ron Maroko, Esq. TRIAL ATTORNEY OFFICE OF THE UNITED STATES TRUSTEE 915 Wilshire Blvd., Suite 1850 Los Angeles, CA 90017-3560 Tel: (213) 894-4520 Fax: (213) 894-2603 Email: ron.maroko@usdoj.gov About Twin Care Home Twin Care Home, Inc., is a privately held corporation operating a residential facility for adults with special need. It is licensed by the State of California and provides round the clock care for its residents. Based in Los Angeles, Twin Care sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-22666) on Oct. 28, 2019. Dana M. Douglas, Esq., is the Debtor's counsel. VERTIV GROUP: S&P Upgrades ICR to 'B+'; Outlook Stable ------------------------------------------------------ S&P Global Ratings raised the issuer credit rating on Vertiv Group Corp. to 'B+' and removed all ratings from CreditWatch positive. The rating agency believes it is highly likely that special purpose acquisition company (SPAC) GS Acquisition Holdings Corp. (GSAH) will acquire Vertiv Group and its parent, Vertiv Holdings LLC, early next month per the previously announced terms and will repay a significant portion of the firm's debt. Meanwhile, S&P assigned its 'B+' issue-level rating and '3' recovery rating to the $2.2 billion term loan that will be issued in order to refinance the remaining debt. The special purpose acquisition company's (SPAC) equity capital raised will result in a significant deleveraging of the capital structure. GS Acquisition Holdings Corp. (GSAH) is deploying a significant amount of cash toward the acquisition, as it raised $690 million via its June 2018 IPO and raised an additional $1.2 billion through a series of private placement in public equity (PIPE) offerings. S&P believes Vertiv will use most of these funds to reduce debt, bringing the first-lien term loan balance down more than $1.3 billion. The rating agency expects this portion of the transaction to close in the first quarter of 2020, likely in early February. The stable outlook reflects S&P's view that demand for Vertiv's products based on customer spending on hyperscale, colocation, edge infrastructure, and 5G buildout, will remain solid and that the company's operational initiatives will allow it to steadily grow profit margins. Profitable bookings from the company's solid backlog, meaningful procurement savings, and gains from channel and digital investments are still opportunities for better performance. Vertiv's financial results will also benefit from the absence or substantial lessening of one-time adjustments that it incurred in previous years to build its business. The outlook also encompasses S&P's view that management will establish and abide by financial policies appropriate for the ratings despite its appetite for growth. "We could raise the rating on Vertiv in the next year if the company refinances its high-interest-bearing debt as anticipated, executes a successful operating strategy highlighted by pricing gains and operational efficiency, establishes a track record of sustained performance at its improved credit measures (with an adjusted debt/EBITDA ratio that is at most in the low- to mid-4x range), and commits to more conservative financial policies to support a healthier credit profile," S&P said. "We could lower the ratings on Vertiv during the next year if competition intensifies and operational improvement stagnates or regresses. This could be the result of a severe macroeconomic downturn, input cost pressures, difficulty in achieving appropriate pricing, or regulatory hurdles affecting customer demand trends and infrastructure build-out. Its credit ratios deteriorate could to unacceptable levels for the rating. An adjusted-debt-to-EBITDA ratio remaining above 5x and an funds from operations (FFO)-to-debt ratio below 12% with unclear prospects for improvement could prompt a downgrade," the rating agency said. VFH PARENT: Moody's Assigns Ba2 CFR, Outlook Stable --------------------------------------------------- Moody's Investors Service affirmed the Ba3 senior secured first lien term loan and issuer ratings of VFH Parent LLC and assigned a Ba2 corporate family rating. The rating outlook is stable. Affirmations: Issuer: VFH Parent LLC Senior Secured 1st Lien Term Loan, Affirmed Ba3 Issuer rating, Affirmed Ba3 Assignment: Issuer: VFH Parent LLC Corporate Family Rating, Assigned Ba2 Outlook Actions: Issuer: VFH Parent LLC Outlook, Remains Stable RATINGS RATIONALE VFH Parent LLC is a subsidiary of Virtu Financial, Inc. and is an intermediate holding company that indirectly controls all of Virtu's major operating subsidiaries. The assignment of the Ba2 CFR reflects its franchise as a technology-driven provider of market making and related execution services, combined with a history of solid financial results and effective risk management, offset by Virtu's inherently high operational risk and aggressive owner distribution policies. The affirmation of the Ba3 term loan and issuer ratings of VFH Parent LLC, the holding company, reflect its structural subordination to the regulated operating subsidiaries of the group, where the preponderance of the group's debt and debt-like obligations reside. While Virtu's financial performance has been strong, its revenues and cash flows are subject to the competitive nature of electronic market making and reliance on a high volume of transactions, with exposure to periods of low volumes during less volatile markets which can also lead to lower profitability. Virtu's business model entails substantial operational risk which it manages primarily through a series of automated, pre-set guardrails governing various trade, order and other risk parameters, including order size and limits on strategy profitability. It has also maintained a policy of substantial capital returns to the members and shareholders of Virtu. Virtu continues to integrate its debt-financed acquisition of Investment Technology Group Inc. (ITG). ITG is enhancing Virtu's business diversification through its execution services and related activities, although acquisition related restructuring costs have weighed on 2019 profitability. Notwithstanding the strategic, financial and operational benefits that could accrue from acquiring ITG, the utilization of debt to solely finance the transaction represents an aggressive use of leverage by Virtu's management. Virtu said it expects to de-lever to a target of 2.0x to 2.25x by yearend 2020. Virtu's history of realizing cost synergies and deleveraging in past acquisitions is a key factor underpinning its stable outlook. Moody's does not have any particular governance concerns for Virtu, and does not apply any corporate behavior adjustment in its standalone assessment of Virtu's creditworthiness. FACTORS THAT COULD LEAD TO AN UPGRADE -- ITG acquisition is successfully executed, de-leveraging occurs according to plan, and Virtu emerges with substantially improved business and customer diversification and a more stable revenue stream -- The effectiveness of Virtu's operational risk management practices and its compliance, regulatory and competitive environment would also be important considerations in considering Virtu for upgrade FACTORS THAT COULD LEAD TO A DOWNGRADE -- Failure to achieve expected ITG merger benefits or to fully integrate and control the operational risks of the combined platform, or reduce debt leverage according to plan Emergence of new ITG-related regulatory compliance issues in the combined firms' execution services activities, leading to significant client losses or franchise erosion -- Another large acquisition before the complete integration of ITG or a sizable further increase in debt obligations -- Regulatory or competitive changes that adversely affect VFI's business practices and weaken profitability The principal methodology used in these ratings was Securities Industry Market Makers Methodology published in November 2019. VIDEOMINING CORPORATION: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: VideoMining Corporation 430 South Allen Street State College, PA 16801 Business Description: VideoMining Corporation -- http://www.videomining.com-- is an in-store behavior analytics for Consumer Packaged Goods (CPG) manufacturers and retailers. VideoMining's analytics platform utilizes a patented suite of sensing technologies to capture in-depth shopper behavior data. These previously unmeasured insights are then integrated with multiple other data sources such as transactions, planograms, product mapping, loyalty and promotions to fuel comprehensive solutions for optimizing shopper experience and sales performance. Chapter 11 Petition Date: February 4, 2020 Court: United States Bankruptcy Court Western District of Pennsylvania Case No.: 20-20425 Debtor's Counsel: Robert O Lampl, Esq. ROBERT O LAMPL LAW OFFICE Benendum Trees Building 223 Fourth Avenue, 4th Floor Pittsburgh, PA 15222 Tel: 412-392-0330 E-mail: rlampl@lampllaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rajeev Sharma, CEO. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/InBgzZ List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Atul Jain $75,000 10421 Lawyers Road Vienna, VA 22181 2. Ben Franklin $288,423 Technology Partner 200 Inovation Blvd., Suite 150 State College, PA 16803 3. Beneficial Equipment Finance $73,801 Accounts Receivable P.O. Box 7350 Philadelphia,PA 19101 4. Broadway Advance Funding $56,500 39 Broadway, Suite 930 New York, NY 10006 5. Clark Hill PLC $61,229 Attn: Accounts Receivable PO Box 3760 Pittsburgh, PA 15230 6. Dell Financial Services $162,724 Payment Processing Center P.O. Box 5292 Caron Stream, IL 60197-5292 7. EnsembleIQ $25,000 29475 Network Place Chicago, IL 60673-1294 8. Georgia-Pacific $53,225 Consumer Products, LP 133 Peachtree Street, N.E. Atlanta, GA 30303-1847 9. Green Note Capital $68,312 c/o Berkowitch & Bouskila, PLLC 80 Broad Street Suite 3303 New York, NY 10004 10. Internal Revenue Service $900,000 Centralized Insolvency Operation Philadelphia, PA 19101-7346 11. Michael Zeller $50,000 3806 Ruette San Raphael San Diego, CA 92130 12. PA Department of Revenue $81,834 Bankruptcy Division PO Box 280946 Harrisburgh, PA 17128-0908 13. Research Now $20,100 c/o Survey Sampling International, LLC 6 Research Drive Shelton, CT 06484 14. Sanjay Mehta $50,000 44649 Parkmeadow Drive Fremont, CA 94539 15. Sanjay Mittal $252,051 2237 Rutherford Lane Fremont, CA 94539 16. Select Finding/ $73,635 Financial Pacific 3455 S. 344th Way Ste 300 Auburn, WA 98001 17. Steven M. Lavalle $100,000 Lipporannantie 9A 37 90500 Oulu Finland 18. Umesh Sharma $25,000 44913 Cougar Circle Fremont, CA 95124 19. US Bank $296,898 Equipment Finance A Division of US Bank National Assoc. PO Box 790448 Saint Loius, MO 63179-0448 20. Wessel & Company $21,941 215 Main Street Johnstown, PA 15901 VIRTUS INVESTMENT: Moody's Affirms Ba2 CFR; Alters Outlook to Pos ----------------------------------------------------------------- Moody's Investors Service affirmed the Ba2 corporate family rating and Ba2-PD probability of default ratings of Virtus Investment Partners, Inc. The rating agency also changed the outlook on the ratings to positive from stable. Virtus Investment Partners, Inc.: -- Corporate Family Rating, affirmed at Ba2 -- Probability of Default Rating, affirmed at Ba2-PD -- $100 million Revolving Credit Facility, affirmed at Ba2 -- $285.7 million Term Loan, affirmed at Ba2 Outlook changed to positive from stable RATINGS RATIONALE The positive outlook on Virtus' ratings reflects its improved operating performance and the balanced use of capital to delever and make investments towards growth initiatives. Recent acquisitions have contributed meaningful flows into the business and expanded revenues; and the company has used the additional cash flows to reduce leverage to 1.5x debt-to-EBITDA, as adjusted by Moody's. Virtus' Ba2 CFR reflects its modest scale among asset managers and diverse suite of product offerings provided by seasoned investment affiliates. Over the next 12-18 months, slowing global economic growth will likely challenge the company's return to organic asset growth. However, Moody's expects margins to persist at current levels given Virtus' efficient multi-boutique structure and history of financial conservatism. Virtus' ratings could be upgraded if: 1) leverage is sustained below 2.0x; 2) average pre-tax income margins remain above 12%; 3) stronger equity coverage of risk-adjusted balance sheet investments; and/or 4) an improvement in net flows such that asset resiliency rates are at or above industry averages. Conversely, factors that could lead to a return to a stable outlook of Virtus' ratings include: 1) upsizing of the company's seeding program and/or leverage is elevated above 2.0x, as computed by Moody's, for a sustained period; 2) net client redemptions are in excess of 2% per year; and/or 3) reputational risk from the failure of boutiques to meet investors' expectations. Virtus is a multi-boutique asset manager headquartered in Hartford, CT. At year-end 2019, the company had assets under management of $109 billion and total revenues of approximately $560 million. The principal methodology used in these ratings was Asset Managers Methodology published in November 2019. WALL TO WALL: Exclusivity Period Extended to Feb. 28 ---------------------------------------------------- Judge David Hercher of the U.S. Bankruptcy Court for the District of Oregon extended to Feb. 28 the period during which only Wall to Wall Tile & Stone, LLC and its affiliates can file a Chapter 11 plan. The companies can solicit acceptances for the plan until April 28. According to court filings, the companies sought exclusivity extension as they continue their negotiations with a prospective purchaser for the acquisition of substantially all of their assets pursuant to either a sale under Section 363 of the Bankruptcy Code or a plan of reorganization. About Wall to Wall Tile & Stone Based in Vancouver, Washington, Wall to Wall Tile & Stone, LLC -- http://walltowallcountertops.com/-- a granite and quartz stones supplier, and two affiliates filed a voluntary Chapter 11 petitions (Bankr. D. Oregon Lead Case No. 19-32600) on July 16, 2019. At the time of the filing, Wall to Wall Tile & Stone had estimated assets of between $10 million and $50 million and liabilities of the same range. David W. Hercher oversees the cases. The Debtors are represented by Timothy J. Conway, Esq., Michael W. Fletcher, Esq., Albert N. Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Ore. The U.S Trustee for Region 18 appointed a committee of unsecured creditors on July 26, 2019. The committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel, and Arch & Beam Global, LLC as its financial advisor. WANSDOWN PROPERTIES: 29 Beekman Buying New York Property for $10.3M ------------------------------------------------------------------- Wansdown Properties Corp., N.V., asks the U.S. Bankruptcy Court for the Southern District of New York to authorize the sale guidelines in connection with the sale of the real property located at 29 Beekman Place, New York, New York to 29 Beekman Corp. in accordance with the terms of their Residential Contract of Sale dated Sept. 25, 2019, for $10.3 million, subject to overbid. The Debtor was incorporated in 1979 under the laws of Curacao, in accordance with Article 38 of the Commercial Code of the Netherlands Antilles and continues to exist under the laws of the Netherland Antilles. It was formed to, among other things, invest and manage assets of Princess Achraf Pahlavi. In 1980, the Debtor acquired the Property, which the Princess used on those occasions she visited New York after she fled Iran due to the Iranian revolution. The Property is encumbered by a mortgage in favor of National Investment Bank (N.A.). The Mortgage Lender has filed a proof of claim in the Chapter 11 Case asserting a fully secured claim in the amount of $5,627,089, inclusive of interest, default interest, and fees. The Property is vacant and does not have any tenants. It does not generate any operating revenue. During the final years of her life, the Princess' advanced age and deteriorating health resulted in the Princess spending limited time in New York. Consequently, the Debtor determined that it would not need to keep the Property, and that it would be prudent to reduce its expenses associated with the Property and staffing to maintain the Property. Thus, beginning in 2014, the Debtor marketed the Property for sale. However, it was unable to sell the Property, and the Debtor terminated the listing and removed the Property from the market. The Princess died in January 2016. Thereafter, the Debtor resumed its marketing of the Property. It worked with Charlie Attias, a licensed real-estate broker at the Corcoran Group, to market and sell the Property. In September 2019, Mr. Attias left Corcoran Group and began working at Compass. After joining Compass, Mr. Attias used Compass' resources to market the Property. As a result of the process, the Property garnered interest from a number of potential buyers, but Mr. Attias was unable to procure any binding offers. Ultimately, the Debtor received one binding offer directly from the Purchaser in the amount of $10.3 million. The offer from the Purchaser was not obtained through Mr. Attias, Corcoran, or Compass. Following the Debtor's receipt of the Purchaser's offer, the Debtor, in consultation with its advisors, negotiated the Purchase Agreement at arms'-length. The Purchase Agreement contains the following material economic terms: (a) the purchase price for the Property is $10.3 million, (b) the closing on the sale of the Property will occur on Jan. 31, 2020, and (c) the Purchaser has agreed to deliver a cash deposit of $1.03 million, which has been provided by the Purchaser. The Purchaser is an unrelated third party. Neither the Debtor nor its president (Mr. Golsorkhi) owns any interest in the Purchaser directly or indirectly. At the time that the Debtor was attempting to market and sell the Property, it also was contending with litigation commenced by Azadeh Nasser Azari, a former employee of the Debtor. On April 21, 2016, the Clerk of the New York Supreme Court for the County of New York entered a judgment in favor of Ms. Azari and against the Debtor in the principal amount of $2.7 million, based on a confession of judgment. On Feb. 13, 2017, the Debtor commenced a plenary action seeking to vacate the judgment by filing a complaint in the State Court. On April 3, 2017, Ms. Azari moved to dismiss the Complaint, which the State Court denied on Oct. 17, 2017. Ms. Azari appealed. On Oct. 23, 2018, the Supreme Court, Appellate Division, reversed the State Court decision and entered a judgment against the Debtor. In its decision, the appellate court found that the Debtor's managing director had the authority to execute the confession of judgment on behalf of the Debtor and, as such, the judgment was proper. On July 8, 2019, Ms. Azari sought to enforce the judgment through a writ of execution. A sheriff's sale with respect to the Property was scheduled for Oct. 9, 2019, at 11:00 a.m. Because a sheriff's sale of the Property would result in a depressed purchase price, and because the Debtor had a binding Purchase Agreement with the Purchaser for a sale of the Property on terms acceptable to the Debtor, the Debtor commenced the Chapter 11 Case on Oct. 8, 2019, to prevent the sheriff sale from proceeding. Ms. Azari has filed a proof of claim in the Chapter 11 Case, asserting a fully secured claim in the amount of $3,605,152, inclusive of interest and expenses. At the Debtor's initial case conference held on Nov. 14, 2019, the counsel for the Debtor advised the Court of the Purchase Agreement, the terms thereof (including the requirement that the closing on the sale of the Property occur on Jan. 31, 2020), and the Debtor's contemplation that proceeds from the sale of the Property would be used to pay all creditors in full under a chapter 11 plan (other than the claim of an insider anticipated to be voluntarily subordinated to facilitate confirmation). The Court stated at the hearing that it would approve a disclosure statement on a preliminary basis and schedule a combined hearing to consider final approval of the disclosure statement and confirmation of a chapter 11 plan. On Dec. 2, 2019, the Debtor filed its Chapter 11 Plan dated December 2, 2019, and a corresponding disclosure statement. Pursuant to the Plan, the Property was to be sold to the Purchaser in accordance with the terms of the Purchase Agreement. The proceeds from the sale of the Property were anticipated to be sufficient to pay in full all allowed administrative and other unclassified claims, as well as the claims of creditors in Class 1 (Other Priority Claims), Class 2 (Real Property Tax Claims), Class 3 (Secured Claims), and Class 4 (General Unsecured Claims). The sale proceeds were also anticipated to be sufficient to reserve the full amount of all disputed claims pending disposition of such disputed claims. For the purposes of the Plan, Mr. Golsorkhi indicated his willingness to subordinate his general unsecured claim in the amount of $7.48 million in Class 5 (Subordinated Unsecured Claims), which would enable payment in full of general unsecured claims in Class 4. Accordingly, no class of creditors was impaired under the Plan, and the Debtor would not be required to solicit votes for acceptance or rejection of the Plan. On Dec. 12, 2019, the Court entered the Disclosure Statement Order preliminarily approving the Disclosure Statement and scheduling a combined hearing on final approval of the Disclosure Statement and confirmation of the Plan for Jan. 14, 2020. On Dec. 12, 2019, the Debtor served the Disclosure Statement Order, notice of the Scheduled Confirmation Hearing, and the Disclosure Statement (including the Plan and the Purchase Agreement attached as exhibits) on all creditors and parties in interest in the Chapter 11 Case. Since that time, the Debtor has been working diligently to prepare for plan confirmation. Without any prior notice or warning, however, the Debtor's sole shareholder, Pelmadulla Stiftung, Vaduz filed a proof of claim on Dec. 31, 2019 asserting a claim in the amount of $3,243,941 based on a purported loan that was never documented. The Debtor does not believe the Pelmadulla claim is a valid claim against the Debtor and the Debtor intends to object to the claim. The Debtor, however, has determined that Pelmadulla's assertion of a general unsecured claim against the Debtor for over $3.2 million (no matter how unsubstantiated) will not permit the Debtor to proceed with confirmation of the Plan, as proposed without modification, in time to close on the Sale of the Property by Jan. 31, 2020. The proceeds from the sale of the Property (after payment of the Mortgage Lender claim and reserving for the full amount of the disputed Azari claim) will no longer be sufficient to pay all allowed general unsecured claims in full and to reserve cash in the full amount of disputed general unsecured claims. Nor does the Debtor believe that litigation to expunge or recharacterize the Pelmadulla claim can be completed prior to the Scheduled Confirmation Hearing. Meanwhile, the deadline to close on the sale of the Property remains at Jan. 31, 2020, pursuant to the Purchase Agreement. Although the counsel for the Debtor has communicated with the counsel to the Purchaser to request an extension of time to close, the Debtor has not received consent at this time. Critically, the Debtor continues to accrue the carrying costs for the Property, including default interest to the Mortgage Lender. As a result of the unanticipated and significant increase in general unsecured claims asserted against the Debtor, the Debtor asks now to proceed with a sale of the Property under section 363 of the Bankruptcy Code, as set forth in the Motion. It further asks to expedite the hearing on the sale of the Property, so that it can be held on the Scheduled Confirmation Hearing. The Purchase Agreement and thes Motion contain the following extraordinary provisions as set forth in Section I.D of the Sale Guidelines: a. The Purchaser has stated that it is unwilling to proceed with the transaction if the sale of the Property is subject to competing bids. b. The Debtor will ask to expedite the hearing on the Motion to the Jan. 14, 2020 hearing date originally scheduled for plan confirmation, so that a closing can occur by the Jan. 31, 2020 deadline under the Purchase Agreement. c. The Debtor asks authorization to pay off the Mortgage Lender at closing without further order of the Court, to avoid diminution of its estate. d. The Property is the Debtor's sole significant asset, and thus the sale will be for substantially all of the assets of the Debtor. The Debtor, however, will retain its books and records to enable it to administer the Chapter 11 Case. e. The proposed Sale Order contains findings of fact and conclusions of law limiting the Purchaser's successor liability. These provisions were requested by the Purchaser as provided in the Purchase Agreement. f. The Debtor asks relief from the 14-day stay imposed by Bankruptcy Rule 6004(b) in order to promptly consummate the sale within the closing deadline set forth in the Purchase Agreement. The Motion discloses in greater detail the basis for such a request. Assumption of the Purchase Agreement is in the best interests of the Debtor, its estate and creditors, because the proceeds generated from the sale of the Property to the Purchaser under the Purchase Agreement represents the highest and best offer for the Property, and will allow the Debtor fund a chapter 11 plan. The Debtor believes that it would be a mistake to abandon the Purchase Agreement, and create a contract rejection damage claim with no alternative transaction in sight. In light of the Jan. 31, 2020 deadline to close the sale of the Property to the Purchaser, the Debtor asks that the Sale Order be effective immediately upon entry and that the 14-day stay under Bankruptcy Rule 6004(h) be waived. A copy of the Agreement is available at https://tinyurl.com/w43l2sk from PacerMonitor.com free of charge. About Wansdown Properties Wansdown Properties Corporation, N.V.'s primary asset is a seven-story townhouse located at 29 Beekman Place, New York, New York. It was incorporated in 1979 under the laws of Curacao, in accordance with Article 38 of the Commercial Code of the Netherlands Antilles and continues to exist under the laws of the Netherland Antilles. Wansdown Properties was formed as a holding company to own and manage the Property for an affluent individual who deceased in January 2016. Wansdown Properties Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 19-13223) on Oct. 8, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Stuart M. Bernstein. Counsel for the Debtor: Paul A. Rubin Hanh V. Huynh RUBIN LLC 345 Seventh Avenue, 21st Floor New York, New York 10001 Tel: 212.390.8054 Fax: 212.390.8064 E-mail: prubin@rubinlawllc.com hhuynh@rubinlawllc.com [*] Brown Rudnick Promotes Six Lawyers to Partner ------------------------------------------------- Brown Rudnick LLP, an international law firm, on Jan. 31, 2020 announced the promotion of six exceptional lawyers to partner. Thomas J. Braiden, Andrew M. Carty, Kyle R. Johnson, Jessica T. Lu, Joseph M. Mercadante, and Arnaud Moussatoff joined the partnership on February 1, 2020. This experienced group of attorneys will join five dominant practice groups, Bankruptcy & Restructuring; Litigation & Arbitration; Energy, Utilities & Environmental; IP Litigation; and Corporate. Brown Rudnick's 2020 partner class joins amid continued expansion of the firm, which has also welcomed 10 new lateral partners from outside its ranks since the start of 2019. "As we continue to expand Brown Rudnick's global reach, we're thrilled to have such a diverse group of attorneys bolster the firm's partnership ranks," said Bill Baldiga, Brown Rudnick's CEO. "We're committed to the strategic growth of the firm through both lateral hiring and development of top legal talent from within, and look forward to continuing to do so this year." The newly promoted partners are based in the firm's Boston, Hartford, London, New York and Paris offices. The firm's new partners include: Thomas J. Braiden: Corporate (London) Tom advises on a wide range of corporate matters in a number of different industries. He has extensive experience advising public and private companies, as well as family offices and other private investors, on IPOs and secondary fundraisings (both AIM and Official List), mergers and acquisitions, joint ventures, venture capital, commercial contracts, corporate governance issues, and other general corporate advice. Andrew M. Carty: Bankruptcy & Corporate Restructuring (New York) Andrew's practice focuses on providing effective and efficient solutions to complex corporate restructuring matters. With substantial experience representing secured and unsecured creditors, official and ad hoc committees, equity holders, strategic investors, and other stakeholders in complex reorganization proceedings, Andrew's practice spans a wide range of industries, and includes restructuring, finance, and bankruptcy litigation. Kyle R. Johnson: Energy, Utilities & Environmental (Hartford) Kyle focuses his practice on environmental issues in real estate and corporate transactions, including environmental due diligence, negotiation of liabilities, and drafting of contractual documents and indemnities, regulatory compliance and enforcement matters, remediation of contaminated properties, and general environmental counseling. Kyle is also experienced in energy and public utility law, including siting, permitting, administrative and appellate litigation, and real estate law. Jessica T. Lu: Litigation & Arbitration (Boston) Jessica represents clients in general commercial and intellectual property litigation, including patent, copyright, and trademark infringement, contract disputes, business torts, and employment issues. Her practice encompasses stages of litigation from initiation through trial and she also has experience with complex financial and restructuring-related disputes and SEC enforcement actions. Joseph M. Mercadante: IP Litigation (New York) Joseph is an experienced patent litigator with a focus on cases in the field of electronics, including computer hardware and software, automotive technologies, telecommunications, and networking and semiconductors. He represents both plaintiffs and defendants in a wide range of patent litigation matters, including pre-suit investigations, validity and infringement analyses, discovery, Markman proceedings, expert reports and depositions, motion practice, and trial. Arnaud Moussatoff: Bankruptcy & Corporate Restructuring (Paris) Arnaud represents clients in restructuring operations and distressed transactions relating to underperforming or insolvent companies. His practice also includes a wide variety of litigation matters, including French Insolvency Law and the issues arising from financial difficulties affecting businesses, such as complex M&A litigation and managers' liability. He offers a wide range of counseling to debtors, investors, purchasers, lenders and managers. About Brown Rudnick LLP Brown Rudnick focuses n practices such as corporate restructuring and distressed situations, M&A, white collar defense, international disputes and intellectual property, where we are recognized leaders. It has more than 250 lawyers and government relations professionals across the United States and Europe, with offices in key financial centers. Beyond the United States and Europe, it serves clients in the Middle East, North Africa, the Caribbean, and Latin America. [*] Detroit Police and Fire Pension Board Files Complaint --------------------------------------------------------- The Police and Fire Retirement System of the City of Detroit Board of Trustees has filed a lawsuit in Federal Bankruptcy Court requesting an injunction against a 75% pay raise the PFRS Investment Committee is trying to give the retirement system's former Deputy Chief Investment Officer, it was announced on Jan. 28, 2020. The lawsuit alleges that the Investment Committee, established as part of the exit from city bankruptcy, has overstepped its authority, breached its fiduciary duty and thwarted PFRS Board and city personnel payment policies by entering into a purported independent contractor agreement with a former employee. On direction of the PFRS Board, a complaint for injunctive and declaratory relief was filed with the United States Bankruptcy Court, Eastern District of Michigan Southern Division and assigned Case No. 13-53846 with Honorable Judge Thomas J. Tucker. "This adversary proceeding is brought to remedy the breaches of fiduciary duty committed by the PFRS Investment Committee and its individual members and Chief Investment Officer, to obtain injunctive relief and declare the parties' rights and responsibilities…pursuant to the terms of the Eighth Amended Plan of Adjustment of Debts of the City of Detroit," the opening paragraph reads. The complaint was filed with the court by on behalf of the Board by outside special counsel Couzens Lansky. The conflict between the PFRS and its Investment Committee -– originally appointed as part of the City's bankruptcy and Chaired by Robert Smith -- arose from pay raises the Investment Committee granted to its Chief Investment Officer and Deputy CIO raising their respective pay levels to $315,000 and $285,000 annually. Chief Investment Officer Ryan Bigelow's compensation increased twice since last winter. The investment committee first adopted a proposal in December 2018 that took his annual $242,000 pay to $264,000. And in March 2019, it voted it up again to $315,000. The Investment Committee also approved a 75% pay raise for the Deputy Chief Investment Officer Kevin Kenneally from $162,781 to $224,000 annually. When the PFRS Board objected, the Investment Committee arranged a deal for Kenneally to resign as an employee and be hired as an "Independent Contractor" with fewer duties, higher pay and a $60,000 signing bonus. Further, the Investment Committee intimated it would seek to delay or prevent payments from the "Grand Bargain" totaling some $18.3 million unless the PFRS Board agreed to fund the pay raises. Mr. Kenneally resigned from the Pension Board staff position on December 27, 2019 and assumed a role as an Independent Contractor on January 6, 2020. The PFRS Board has refused to pay invoices submitted by Mr. Kenneally. The PFRS Board authorized the hiring of special counsel to assist in crafting the complaint to request the Federal Bankruptcy Court, which approved the "Plan of Adjustment" to rule on the validity of the contract and the ability of the Board to set employee wages. The PFRS Board is currently comprised of a 16-member Board of Trustees. The Board includes six elected active duty police and fire personnel (3 each); and two elected retired personnel (one each police and fire); one City Council designee appointed and seven ex-officio appointees of the City of Detroit. The Board oversees the $2.8 billion fund serving some 8,000 retired police and fire and approximately 3,000 active duty first responders. Twice a month public meetings of the PFRS are held on Thursdays at 9 a.m. Minutes and meeting records are posted on the PFRS website at www.PFRSDetroit.org. The Police and Fire Retirement System of the City of Detroit was founded under City Charter and is the fiduciary for the pensions of all police and fire personnel. The PFRS is a separate entity from the city's General Retirement System. For more information please visit www.PFRSDetroit.org. [*] Ken Logsdon Joins Dorsey & Whitney's Restructuring Group ------------------------------------------------------------ International law firm Dorsey & Whitney LLP on Jan. 27, 2020, disclosed that Kenneth (Ken) Logsdon has joined the Firm's Finance & Restructuring Group in Salt Lake City as a Partner. Mr. Logsdon has particular expertise in leveraged lending transactions, including senior debt, mezzanine and borrower side transactions. His practice focuses on all aspects of debt capital markets and corporate finance. He also provides counsel to national and regional banks, non-bank lenders, private equity funds, and both privately owned and publicly traded companies. Dorsey's Banking & Financial Institutions Group consists of more than 250 attorneys actively serving the banking industry. Consumer financial products and services, credit card operations, commercial credit transactions, bankruptcy matters, regulatory advice, real estate services, litigation, mergers and acquisitions, and general corporate services are just a few of the areas in which we serve the industry. Its Finance & Restructuring Group is a subset of our Banking & Financial Institutions Group, and consists of nearly 60 attorneys in 10 locations throughout the U.S. Of those attorneys, approximately 40 focus on commercial lending matters, with others focusing on regulatory and special assets matters. Mr. Logsdon joins Finance & Restructuring Partners Peggy Hunt, Annette Jarvis, Nathan Seim, Michael Thomson, and Steve Waterman in the Salt Lake City office. Dorsey has made a concerted effort to grow strategically in its Salt Lake City office, by adding 32 lawyers over the last three years. With the addition of Mr. Logsdon, Dorsey's ranks will have grown by more than 86 percent in Salt Lake City since May 2017 to a total of 69 lawyers. Mr. Logsdon joins Dorsey from Holland & Hart, where he was a partner in the Salt Lake City office. Prior to joining Holland & Hart in 2014, he was a commercial finance associate with Katten in Chicago. He received a B.S. with honors from Utah Valley University and a J.D. from the University of Illinois College of Law. He has been recognized by Utah Business Magazine Legal Elite for the last three years, 2017-2019, which highlights attorneys for being one of the 'best' in Utah whom peers say they would recommend to others. "Ken will be a great addition to our strong Firm-wide Finance & Restructuring team and to our rapidly growing Dallas office, which we opened in March 2017," noted Bill Stoeri, Managing Partner of Dorsey & Whitney. "His experience and expertise not only complement our existing strengths across the platform in banking and finance, they also mesh well with our Mergers & Acquisitions and Capital Markets practices." "I am very pleased to be joining Dorsey and its great Firm-wide team of banking, finance and restructuring lawyers," added Mr. Logsdon. "I look forward to serving Dorsey's exceptional client base and to introducing my Dorsey colleagues to the clients I have been serving for years." About Dorsey & Whitney LLP Clients have relied on Dorsey since 1912 as a valued business partner. With locations across the United States and in Canada, Europe and the Asia-Pacific region, Dorsey provides an integrated, proactive approach to its clients' legal and business needs. Dorsey represents a number of the world's most successful companies from a wide range of industries, including leaders in banking & financial institutions, development & infrastructure, energy & natural resources, food, beverage & agribusiness, healthcare and technology, as well as major non-profit and government entities. [*] Michael Jerbich Joins B. Riley Real Estate as President ----------------------------------------------------------- B. Riley Financial, Inc. (NASDAQ:RILY), a diversified provider of business advisory and financial services which operates through several wholly-owned subsidiaries, on Feb. 4, 2020, disclosed that Michael Jerbich has joined as President of B. Riley Real Estate, LLC. A veteran real estate turnaround professional, Mr. Jerbich will lead a new business vertical which specializes in providing end-to-end solutions to maximize distressed real estate values. "We had the opportunity to work with Mike on the disposition of Bon-Ton Stores' real estate assets last year and were extremely impressed by his results. Mike is well known for creative deal making and has an impressive track record of helping companies successfully restructure their real estate portfolios as part of their turnaround plans," said Bryant Riley, Chairman and Co-Chief Executive Officer, B. Riley Financial. "This new practice aligns closely with our ongoing activity in the retail sector and we believe Mike's expertise will serve as a valuable attribute for our clients and partners as real estate investment and optimization becomes more critical to success in today's environment. We are excited to welcome Mike to our team and look forward to growing this business as we continue to enhance the B. Riley platform." B. Riley's Great American Group subsidiary participated in over 3,600 store closings in 2019 and continues to work closely with leading retailers to preserve value by optimizing their physical store presence. This new business also complements the expansive suite of existing real estate capabilities offered by B. Riley's investment banking, corporate valuation and consulting affiliates which include restructuring, corporate finance, appraisal and asset disposition services. The Company intends to participate in real estate investment opportunities which leverage its extensive relationships and strategic partnerships across the retail and investment industries. Services offered by B. Riley's new real estate group span lease restructuring, including rent reductions, terminations, and renewals; asset sales, sale-leasebacks and auctions; capital solutions to support acquisitions and dispositions; and due diligence. Mr. Jerbich will lead a team of professionals focused on helping clients execute strategies to maximize value for distressed real estate across a broad range of sectors, including retail, office, education, industrial, manufacturing, distribution centers, restaurants, multi-family housing, health services and supermarkets. With decades of experience, Mr. Jerbich has structured and guided leading retailers and private equity firms in the acquisition and divestiture of thousands of leases to support their growth and restructuring strategies. Over the course of his career, he has achieved significant cost-savings for his clients and has led in and out of court restructuring efforts for lease and fee-owned real estate sales for some of the largest retailers in the country. He recently acted as lead real estate restructuring advisor for Sears Holdings during its bankruptcy and has advised several other well-known retailers including Aldo, BCBG, Dollar Tree, Golfsmith, Gordman's, Linens-n-Things, Loehmann's, Sharper Image, Shopko, Sports Authority and Stage Stores, among others. Prior to joining B. Riley, Mr. Jerbich served as a partner with A&G Real Estate Partners. He previously served as senior managing director at DJM Realty, a Gordon Brothers Group company, and as a Vice President at Hilco Real Estate. Mr. Jerbich is based in Chicago, Illinois. About B. Riley Financial, Inc. B. Riley Financial (NASDAQ:RILY) -- http://www.brileyfin.com/-- provides collaborative financial services tailored to fit the capital raising and business advisory needs of public and private companies and high-net-worth individuals. B. Riley operates through several wholly-owned subsidiaries which offer complementary end-to-end capabilities spanning investment banking and institutional brokerage, private wealth and investment management, corporate advisory, restructuring, due diligence, forensic accounting and litigation support, appraisal and valuation, and auction and liquidation services. Certain registered affiliates of B. Riley originate and underwrite senior secured loans for asset-rich companies. The Company also makes proprietary investments in companies and assets with attractive return profiles. [*] Timothy McAnally Joins Brattle Group as Principal ----------------------------------------------------- The Brattle Group on Jan. 31, 2020, disclosed that Timothy McAnally –-- an expert in the financial analysis of mergers and acquisitions (M&A), firm valuation, and bankruptcy and solvency -- has joined the firm's Chicago office as a principal. Mr. McAnally joins Brattle with over 15 years of experience at economic consultancies. "Tim's valuation experience in matters in the Delaware Court of Chancery, state courts, and the Cayman Islands will be valuable to our clients," said Brattle President Alexis Maniatis. "Tim will be an important part of Brattle's bankruptcy and restructuring, and securities and financial institution teams." As an experienced consultant who has worked in all phases of high-profile legal proceedings, Mr. McAnally has assessed solvency likelihood in "ability-to-pay" claims, conducted valuations of target companies in M&A transactions, and assessed companies' ability to pay federal fines. His case experience covers a wide range of industries including financial services, education, consumer products, health care, and telecommunications. About The Brattle Group The Brattle Group -- http://www.brattle.com/-- analyzes complex economic, finance, and regulatory questions for corporations, law firms, and governments around the world. Brattle has over 350 talented professionals worldwide, with 11 offices across three continents. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re TNTMD, PA Bankr. M.D. Fla. Case No. 20-00291 Chapter 11 Petition filed January 29, 2020 See https://is.gd/qB6Ewy represented by: Jason A. Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC E-mail: jason@jasonAburgess.com In re The Ridgeline at Blowing Rock, Inc. Bankr. W.D.N.C. Case No. 20-50037 Chapter 11 Petition filed January 29, 2020 See https://is.gd/7ngdYL represented by: John C. Woodman, Esq. ESSEX RICHARDS, P.A. E-mail: jwoodman@essexrichards.com In re 7-H Enterprises, LLC Bankr. S.D. Miss. Case No. 20-50162 Chapter 11 Petition filed January 29, 2020 See https://is.gd/ofCks0 represented by: Al Shiyou, esq. SHIYOU LAW FIRM E-mail: shiyoulawfirm@aol.com In re D & S Develpment Bankr. S.D. Miss. Case No. 20-50164 Chapter 11 Petition filed January 29, 2020 See https://is.gd/AXPSMp represented by: Al Shiyou, Esq. SHIYOU LAW FIRM E-mail: shiyoulawfirm@aol.com In re Bryn and Danes Global, Inc. Bankr. E.D. Pa. Case No. 20-10563 Chapter 11 Petition filed January 29, 2020 See https://is.gd/6QR4cq represented by: Mark S. Danek, Esq. THE DANEK LAW FIRM, LLC E-mail: msd@daneklawfirm.com In re Douce France Bankr. N.D. Cal. Case No. 20-30095 Chapter 11 Petition filed January 29, 2020 See https://is.gd/uhPwJO represented by: Steven R. Fox, Esq. THE FOX LAW CORPORATION, INC. E-mail: srfox@foxlaw.com In re Daniel Elliot Anderson Bankr. W.D. La. Case No. 20-50080 Chapter 11 Petition filed January 29, 2020 represented by: William Vidrine, Esq. In re Leldon D. King and Barbara S. King Bankr. W.D. Ark. Case No. 20-70241 Chapter 11 Petition filed January 29, 2020 represented by: Donald Brady, Esq. In re Escondido Holdings, LLC Bankr. D. Ariz. Case No. 20-01019 Chapter 11 Petition filed January 30, 2020 See https://is.gd/T0fD2l represented by: Phil Hineman, Esq. LAW OFFICE OF PHIL HINEMAN, P.C. E-mail: phineman@hineman.com In re Quality First Flooring Inc. Bankr. D.N.J. Case No. 20-11517 Chapter 11 Petition filed January 30, 2020 See https://is.gd/umhsOQ Filed Pro Se In re LK Savage & Associates, Inc. Bankr. N.D. Fla. Case No. 20-30088 Chapter 11 Petition filed January 30, 2020 See https://is.gd/uKwiQ6 represented by: Natasha Z. Revell, Esq. ZALKIN REVELL, PLLC Email: nrevell@zalkinrevell.com In re Jeremiah James Rasmussen Bankr. W.D. Wash. Case No. 20-40256 Chapter 11 Petition filed January 29, 2020 represented by: Metiner Kimel, Esq. In re Judith J. Sullivan Bankr. D.N.J. Case No. 20-11519 Chapter 11 Petition filed January 30, 2020 In re Linda Kay Savage Bankr. N.D. Fla. Case No. 20-30087 Chapter 11 Petition filed January 30, 2020 represented by: Natasha Z. Revell, Esq. In re Mount Moriah African Methodist Episcopal Church Bankr. E.D.N.Y. Case No. 20-40638 Chapter 11 Petition filed January 30, 2020 See https://is.gd/NjoUSu Filed Pro Se In re Paul F. Rost Electric, Inc. Bankr. W.D. Pa. Case No. 20-20344 Chapter 11 Petition filed January 30, 2020 See https://is.gd/GjRGRw represented by: Dennis Spyra, Esq. DENNIS J. SPYRA & ASSOCIATES E-mail: attorneyspyra@dennisspyra.com In re South 18th St Capital, LLC Bankr. E.D. Pa. Case No. 20-10626 Chapter 11 Petition filed January 31, 2020 See https://is.gd/GCWiPL represented by: Dimitri L. Karapelou, Esq. LAW OFFICES OF DIMITRI L. KARAPELOU, LLC E-mail: dkarapelou@karapeloulaw.com In re Engineered Investments LLC Bankr. N.D. Ga. Case No. 20-61777 Chapter 11 Petition filed January 31, 2020 See https://is.gd/8H4KDE represented by: Kenneth Mitchell, Esq. GIDDENS, MITCHELL & ASSOCIATES P.C. E-mail: gmapclaw1@gmail.com In re Family Restaurants of Cambria, Inc. Bankr. W.D. Pa. Case No. 20-70047 Chapter 11 Petition filed January 31, 2020 See https://is.gd/bAFwV2 represented by: Kevin J. Petak, Esq. SPENCE, CUSTER, SAYLOR, WOLFE & ROSE, LLC E-mail: kpetak@spencecuster.com In re Everglades 4803, LLC Bankr. S.D. Fla. Case No. 20-11412 Chapter 11 Petition filed January 31, 2020 See https://is.gd/3AX2pM represented by: James B. Miller, Esq. JAMES B. MILLER, P.A. E-mail: bkcmiami@gmail.com In re Dobrik Hearing Care, Inc dba Rivers Ear Group Bankr. C.D. Cal. Case No. 20-10348 Chapter 11 Petition filed January 31, 2020 See https://is.gd/3iPbpE represented by: Michael R. Totaro, Esq. TOTARO & SHANAHAN E-mail: Ocbkatty@aol.com In re Jarrod Austin Amsden and Angela M. Amsden Bankr. M.D. Fla. Case No. 20-00331 Chapter 11 Petition filed January 30, 2020 represented by: Thomas Adam, Esq. In re Calton V. Chan and Joanna M. Chan Bankr. E.D.N.Y. Case No. 20-70661 Chapter 11 Petition filed January 30, 2020 represented by: Fred Kantrow, Esq. In re Peter Johannesen Bankr. N.D. Tex. Case No. 20-30300 Chapter 11 Petition filed January 31, 2020 represented by: Eric Liepins, Esq. In re Lois Joyce Evans Bankr. W.D. Pa. Case No. 20-20387 Chapter 11 Petition filed January 31, 2020 represented by: Brian Thompson, Esq. In re Care For You Home Health Care Agency, LLC Bankr. N.D. Ohio Case No. 20-50257 Chapter 11 Petition filed January 31, 2020 See https://is.gd/cHJAq3 represented by: Steven J. Heimberger, Esq. RODERICK LINTON BELFANCE LLP E-mail: sheimberger@rlbllp.com In re NYC Metro Management 80 Inc. Bankr. E.D.N.Y. Case No. 20-70682 Chapter 11 Petition filed January 31, 2020 See https://is.gd/XRoFIg Filed Pro See In re Leh Ride, Inc. Bankr. S.D. Tex. Case No. 20-30749 Chapter 11 Petition filed January 30, 2020 See https://is.gd/Sl3TQd represented by: Russell Van Beustring, Esq. THE LANE LAW FIRM, PLLC In re Fish Republic LLC Bankr. E.D.N.Y. Case No. 20-40676 Chapter 11 Petition filed January 31, 2020 See https://is.gd/I5rjhd represented by: Lawrence F. Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: info@m-t-law.com In re Erace, Inc. Bankr. S.D. Fla. Case No. 20-11459 Chapter 11 Petition filed February 1, 2020 See https://is.gd/0pxJd7 represented by: Michael D. Seese, Esq. SEESE, P.A E-mail: mseese@seeselaw.com In re Pierce Contractors, Inc. Bankr. N.D. Cal. Case No. 20-50182 Chapter 11 Petition filed January 31, 2020 represented by: William Winters, Esq. In re Ramon I. Rodriguez Bankr. S.D. Tex. Case No. 20-70051 Chapter 11 Petition filed February 1, 2020 represented by: John Stephen, Esq. In re Davester LLC Bankr. D. Mass. Case No. 20-10296 Chapter 11 Petition filed February 3, 2020 See https://is.gd/BNoDiO represented by: Jeffery Johnson, Esq. JEFFERY JOHNSON, ESQUIRE E-mail: jeff@jefferyjohnsonesq.com In re Another Dan Moon Global Enterprise Palm Coast Limited Liability Company Bankr. M.D. Fla. Case No. 20-00367 Chapter 11 Petition filed February 3, 2020 See https://is.gd/poD2uQ represented by: Jason A. Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC E-mail: jason@jasonAburgess.com In re Home Werks LLC Bankr. E.D.N.Y. Case No. 20-40686 Chapter 11 Petition filed February 3, 2020 See https://is.gd/l7GSA6 Filed Pro Se In re Seed Holdings, LLC Bankr. N.D. Ga. Case No. 20-10244 Chapter 11 Petition filed February 3, 2020 In re The Redeemed Christian Church of God-Throne of Grace, Inc. Bankr. M.D. Fla. Case No. 20-00956 Chapter 11 Petition filed February 3, 2020 See https://is.gd/dKz0pt represented by: Buddy D. Ford, Esq. BUDDY D. FORD, P.A E-mail: All@tampaesq.com In re STM Properties, LTD Bankr. N.D. Ohio Case No. 20-50272 Chapter 11 Petition filed February 3, 2020 See https://is.gd/Zyaagj represented by: Thomas Delventhal, Esq. NIEKAMP, WEISENSELL, MUTERSBAUGH & MASTRANTONIO, LLP In re Stillwater 8665, LLC Bankr. N.D. Ga. Case No. 20-20224 Chapter 11 Petition filed February 3, 2020 See https://is.gd/USWKuK represented by: A. J. Mitchel, Esq. LAW OFFICES OF A.J. MITCHELL, LLC E-mail: aj@ajmitchell-law.com In re Cottonwood Heights 3, LLC Bankr. D. Ariz. Case No. 20-01144 Chapter 11 Petition filed February 3, 2020 See https://is.gd/zwKRlU represented by: Jim Gaudiosi, Esq. JIM GAUDIOSI, ATTORNEY AT LAW PLLC E-mail: jim@gaudiosilaw.com In re Ben Dailey & Son, LLC Bankr. N.D. Ga. Case No. 20-61931 Chapter 11 Petition filed February 2, 2020 See https://is.gd/Vq8OGD represented by: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. E-mail: paul.marr@marrlegal.com In re Student Loan Care, LLC Bankr. S.D.N.Y. Case No. 20-22186 Chapter 11 Petition filed February 3, 2020 See https://is.gd/JcY2g3 represented by: Anne Penachio, Esq. PENACHIO MALARA, LLP E-mail: frank@pmlawllp.com In re Progress Advocates LLC Bankr. S.D.N.Y. Case No. 20-22187 Chapter 11 Petition filed February 3, 2020 See https://is.gd/FIE92Z represented by: Anne Penachio, Esq. PENACHIO MALARA, LLP E-mail: frank@pmlawllp.com In re Maheer Taxi Inc. Bankr. E.D.N.Y. Case No. 20-40697 Chapter 11 Petition filed February 3, 2020 See https://is.gd/zBvBRJ Filed Pro Se In re Loryk Cab Corp. Bankr. E.D.N.Y. Case No. 20-40698 Chapter 11 Petition filed February 3, 2020 See https://is.gd/DznB5r In re Victor Saravia Bankr. N.D. Cal. Case No. 20-50187 Chapter 11 Petition filed February 1, 2020 represented by: Marc Voisenat, Esq. In re Anthony Villano Bankr. D. Conn. Case No. 20-30167 Chapter 11 Petition filed February 1, 2020 represented by: Theresa Steady, Esq. In re Setara Begum Shetu Bankr. N.D. Ga. Case No. 20-61930 Chapter 11 Petition filed February 2, 2020 represented by: Paul Marr, Esq. In re Paul F. Rhoads Bankr. S.D. Tex. Case No. 20-30815 Chapter 11 Petition filed February 2, 2020 represented by: Thomas Greene, Esq. In re Suleyman Shamuilov Bankr. E.D.N.Y. Case No. 20-40690 Chapter 11 Petition filed February 3, 2020 represented by: Alla Kachan, Esq. In re Kanwaldeep Singh Kalsi Bankr. S.D.N.Y. Case No. 20-10330 Chapter 11 Petition filed February 3, 2020 represented by: Alla Kachan, Esq. In re Kristi M. Alfaro Bankr. W.D. Tex. Case No. 20-50271 Chapter 11 Petition filed February 3, 2020 represented by: Morris White, Esq. In re Kenneth Wayne McCellon, III Bankr. S.D. Tex. Case No. 20-30879 Chapter 11 Petition filed February 3, 2020 In re Gibson Tividad Canites Bankr. N.D. Cal. Case No. 20-30117 Chapter 11 Petition filed February 3, 2020 represented by: Charles Naegele, Esq. In re Trail Management LLC Bankr. M.D. Fla. Case No. 20-00963 Chapter 11 Petition filed February 4, 2020 See https://is.gd/7TFPiK represented by: Amber Robinson, Esq. ROBINSON LAW OFFICE PLLC E-mail: robinsonlawfirm@gmail.com In re Virtual Valor Group, LLC Bankr. S.D. Tex. Case No. 20-30916 Chapter 11 Petition filed February 3, 2020 See https://is.gd/fdBSMM represented by: Jessica Hoff, Esq. HOFF LAW OFFICES, P.C. E-mail: jhoff@hofflawoffices.com In re D & H Healthcare Professionals, LLC Bankr. S.D. Tex. Case No. 20-30929 Chapter 11 Petition filed February 4, 2020 See https://is.gd/RZPBD1 Filed Pro Se In re Mark Booker III Real Estate Corporation Bankr. D.N.J. Case No. 20-11876 Chapter 11 Petition filed February 4, 2020 In re K-9 Splash and Dash Bankr. E.D. Ark. Case No. 20-10610 Chapter 11 Petition filed February 4, 2020 See https://is.gd/zF5Wy9 represented by: Jennifer M. Lancaster, Esq. THE LANCASTER LAW FIRM E-mail: jennifer@thelancasterlawfirm.com In re Standard Bakery, LLC Bankr. W.D. Wash. Case No. 20-10361 Chapter 11 Petition filed February 4, 2020 See https://is.gd/vGI8ZM represented by: Larry B Feinstein, Esq. LARRY B FEINSTEIN, PS E-mail: feinstein1947@gmail.com In re JB Montgomery Township II, LLC Bankr. D.N.J. Case No. 20-11926 Chapter 11 Petition filed February 4, 2020 See https://is.gd/vUiIya represented by: E. Richard Dressel, Esq. LEX NOVA LAW, LLC E-mail: rdressel@lexnovalaw.com In re Madame Paulette LIC, LLC Bankr. E.D.N.Y. Case No. 20-40714 Chapter 11 Petition filed February 4, 2020 See https://is.gd/ZIwySs represented by: Lawrence F. Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: info@m-t-law.com In re Leawood Properties, LLC Bankr. D. Kan. Case No. 20-20182 Chapter 11 Petition filed February 4, 2020 See https://is.gd/D3sS7N represented by: Erlene W. Krigel, Esq. KRIGEL & KRIGEL, PC In re Christopher Alexander Todero Bankr. C.D. Cal. Case No. 20-10390 Chapter 11 Petition filed February 4, 2020 represented by: Anerio Altman, Esq. In re Paul Edward Callicoat and Wendy Lynn Callicoat Bankr. W.D. Mo. Case No. 20-30048 Chapter 11 Petition filed February 4, 2020 represented by: Robert Eggmann, Esq. In re 60 91st Street Corp. Bankr. S.D.N.Y. Case No. 20-10338 Chapter 11 Petition filed February 4, 2020 represented by: Tenille Lewis, Esq. In re David R. Woodford and Diane M. Woodford Bankr. D.N.J. Case No. 20-11924 Chapter 11 Petition filed February 4, 2020 In re 8920 El Diablo Street, LLC Bankr. D. Nev. Case No. 20-10642 Chapter 11 Petition filed February 4, 2020 See https://is.gd/q5vRiR represented by: Roger P. Croteau, Esq. ROGER P. CROTEAU & ASSOCIATES LTD E-mail: croteaulaw@croteaulaw.com In re William J. Stirkens Bankr. D. Md. Case No. 20-11472 Chapter 11 Petition filed February 5, 2020 represented by: Craig Butler, Esq. ********* 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. 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