/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200302.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 2, 2020, Vol. 24, No. 61 Headlines 2300 PISANI: Hajbi Offers $3 Million for Venice Property 27 PUTNAM AVE: May Obtain DIP Funds from Clinton Senior Note Buyer 27 PUTNAM AVE: Seeks to Use Cash Collateral Thru August 2020 344 SOUTH STREET: April 1 Plan Confirmation Hearing Set 900 CESAR CHAVEZ: Rastegar Buying All 7400 South's Assets for $9.8M 900 CESAR CHAVEZ: Sets Sales Procedures for All Assets 929485 FLORIDA: March 13 Plan & Disclosure Extension Hearing Set AERO-MARINE: Exclusivity Period Extended Until March 5 AIRCRAFT SOLUTIONS: Chapter 15 Case Summary AKORN INC: Incurs $226.8 Million Net Loss in 2019 ALTA MESA: May Continue Using Cash Collateral Through April 30 AMERICANN INC: JV Partner Starts Operations at MCC Building 1 APG SUBS: March 11 Hearing on Disclosure Statement APG SUBS: Still In Talks With Wyatt-Burrows and Bank APPLETON EXCHANGE: Bosco Buying Holyoke Property for $800K ASP NAPA: S&P Downgrades ICR to 'B-'; Outlook Negative ASPEN LANDSCAPING: Unsecureds Get 90% Dividend in Plan ATLAS INTERMEDIATE: S&P Assigns 'B' ICR; Outlook Stable BL RESTAURANTS: Russell R. Johnson III Represents Utility Companies BRINK'S CO: S&P Alters Outlook to Negative, Affirms 'BB+' ICR BRINK'S COMPANY: Moody's Affirms Ba1 CFR & Alters Outlook to Neg. BROWNIE'S MARINE: Receives $125K From Partial Exercise of Warrant C&S WHOLESALE: S&P Affirms 'B+' ICR, Ratings Off Watch Negative CALFRAC WELL: S&P Raises ICR to 'CCC-' After Debt Exchange CALIFORNIA RESOURCES: Reports $28 Million Net Loss for 2019 CALIFORNIA RESOURCES: S&P Affirms 'B' First-Lien Loan Rating CANCER GENETICS: Court Dismisses Class Action Suit Pending in N.J. CAPSTONE LOGISTICS: S&P Affirms 'B-' ICR on Refinancing CARMEL MEDICAL: CIBM Objects to Debtor's Disclosure Statement CARMEL MEDICAL: Debtor Objects to CIBM Plan Disclosures CARMEL MEDICAL: Vasey Heating Objects to CIMB Disclosure Statement CELLA III: Girod LoanCo Says Plan Not Confirmable CELLA III: US Trustee Seeks Details of Equity Contribution in Plan CHHATRALA GRAND: Unsecureds to Get $25K from $11M Sale CLEVELAND-CLIFFS INC: Moody's Confirms B1 CFR, Outlook Negative COASTAL HOME: Unsecured Creditors to Recover 16% Under Plan CONTURA ENERGY: Moody's Lowers CFR to B3 & Alters Outlook to Neg. COOK & BOARDMAN: Moody's Assigns B3 Rating on New $25MM Term Loan CREATIVE GLOBAL: Seeks to Borrow from CEO on Unsecured Basis CTI INDUSTRIES: Amends Purchase Agreement with LF International CUMBERLAND BEHAVIOR: Addresses Objections to Plan Docs DAK RESOURCES: Case Summary & 19 Unsecured Creditors DANCOR TRANSIT: Case Summary & 20 Largest Unsecured Creditors DIAMOND PERFECTION: April 14 Filing of Plan and Disclosures DIOCESE OF BUFFALO: 2nd in NY to Fall Due to Child Victims Act DIOCESE OF BUFFALO: Case Summary & 20 Largest Unsecured Creditors DIOCESE OF BUFFALO: Facing Abuse Claims From 400+ Individuals DONALD B. BURNHAM: Tosi Trust Buying North Port Property for $154K DPW HOLDINGS: Agrees to Settle Derivative Action Pending in Calif. DUFF & PHELPS: S&P Downgrades ICR to 'B-' on Leveraged Buyout DUNCAN MORGAN: Trustee Objects to MacGregor's Plan Disclosures DURR MECHANICAL: Plan Solicitation Period Extended to May 11 EARTH FARE: Russell R. Johnson III Represents Utility Companies ECOARK HOLDINGS: Michael Green Quits as Director EDGEWELL PERSONAL: S&P Ups ICR to BB on Termination of Merger Deal EKSO BIONICS: Incurs $12.1 Million Net Loss in 2019 ELEFTHERIA LLC: Kirama Offers Trustee $760K for Memphis Property ELITE PHARMACEUTICALS: Closes $600K Sale Agreement with Nostrum EMPRESA LOCAL: Disclosure Statement Hearing Reset to May 13 EPIC COMPANIES: To Seek Plan Confirmation on April 1 EQM MIDSTREAM: Moody's Lowers CFR to Ba2, Outlook Remains Negative ERNEST VICKNAIR: Disbursing Agent Selling Houma Property for $20K EVERGREEN PALLET: March 26 Hearing on Disclosure Statement FAIRWAY GROUP: Sets Store Closing Procedures FEMUR BUYER: Moody's Affirms B3 CFR & Alters Outlook to Negative FERRO CORP: S&P Affirms 'BB-' Issuer Credit Rating; Outlook Stable FIRST QUANTUM: S&P Affirms 'B-' ICR, Alters Outlook to Negative FLOYD SQUIRES: Liquidating Agent Selling Samoa Property for $77.5K FORTVILLE APARTMENTS: Seeks Cash Access Thru May 2020 FROG POND GRADING: Allowed to Use Cash Collateral on Interim Basis GENCANNA GLOBAL: Farmer & Wright Represents Suppliers GENCANNA GLOBAL: Morgan Pottinger Represents Trade Companies GENCANNA GLOBAL: Neely Brien Represents Jill Coffey, 11 Others GENERAL NUTRITION: Moody's Lowers CFR to Caa1, Outlook Negative GENESIS CARE: S&P Downgrades ICR to 'B'; Outlook Negative GFL ENVIRONMENTAL: S&P Puts 'B' ICR on Watch Positive on IPO Launch GL BRANDS: Accell Audit Replaces Sadler Gibb as Accountants GLENVIEW HEALTH: Monticello Banking Objects to Disclosure Statement GMJ MACHINE: Case Summary & 20 Largest Unsecured Creditors GRANITE LAKES: Voluntary Chapter 11 Case Summary H&F MANAGEMENT: Gets Interim Approval to Use Cash Collateral H.R.P. II: Lake County Treasurer Objects to Disclosures & Plan HESTON HAULING: Case Summary & 5 Unsecured Creditors IDC ENTERPRISES: Voluntary Chapter 11 Case Summary IMAGEWARE SYSTEMS: Signs $2M Securities Purchase Pact with Triton INNOVIVA INC: S&P Withdraws 'B+' Issuer Credit Rating ION GEOPHYSICAL: S&P Alters Outlook to Neg., Affirms 'CCC+' ICR IOWA FERTILIZER: S&P Raises Debt Rating to 'BB-'; Outlook Stable JACK COUNTY HOSPITAL: Chapter 9 Case Summary & 16 Unsec. Creditors JAGUAR HEALTH: Obtains $317,000 From Warrants Exercise JAS EXPEDITED: Judge Denies Bid to Extend Time to Confirm Plan JAY D. SEXTON: Selling Four Tucson Condo Units JOSEPH'S TRANSPORTATION: May Continue Access to Cash Until April 30 JUST ONE MORE: May Borrow More Than $5.5M from SF V CLE Lending LANDSTREET PROJECT: Voluntary Chapter 11 Case Summary LD INTERMEDIATE: Moody's Confirms Caa1 CFR, Outlook Stable LIZZA EQUIPMENT: Has Until May 1 to File Plan & Disclosure LUCID ENERGY: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable M & H PINE STRAW: Allowed to Use Cash Collateral on Interim Basis M M & D HARVESTING: Case Summary & 20 Largest Unsecured Creditors MAGNOLIA PROPERTIES: Has $325K Offer for Mobile Property MAJUANNA WALKER: Selling Plant City Property MEDNAX INC: S&P Alters Outlook to Negative, Affirms 'BB' ICR MELINTA THERAPEUTICS: Unsecureds to Get Recovery in Revised Plan MESA MARKETPLACE: Seeks to Use Cash Collateral MODERN RADIOLOGY: Case Summary & 20 Largest Unsecured Creditors MOTHERS TOUCH: Court Confirms Reorganization Plan MTE HOLDINGS: Potter Anderson 3rd Update on Service Providers MURRAY ENERGY: Bailey, Steptoe, and Mooney Represent Benefit Fund NANOMECH INC: Delays Filing of Plan to Pursue Avoidance Actions NEPHROS INC: Incurs $3.18 Million Net Loss in 2019 NEW ENERGY: Needs More Time to Complete Plan Negotiations NEW WAY INVESTMENTS: March 26 Plan & Disclosure Hearing Set NEWBRIDGE ON CHARLES: Fitch Affirm BB+ Rating on $236MM 2017 Bonds NOVAN INC: Sabby Volatility, et al. Have 7.5% Stake as of Feb. 28 OBALON THERAPEUTICS: Incurs $23.7 Million Net Loss in 2019 OFFSHORE MARINE: May Borrow Up to $25K from AMEX on Revolving Basis PANKEY'S TRANSPORTATION: Obtains Interim OK to Use Cash Collateral PENNRIVER COMMUNITY: Files Second Motion to Use Cash Collateral PG&E CORP: Subrogation Claimants Update Holdings for 6th Time PIER 1 IMPORTS: Brown, Whiteford Represent Term Lender Group PITBULL REALTY: May Continue Using Cash Collateral Thru April 30 PLATINUM GROUP: Reports Waterberg Project Funding by Implats PONCE REAL ESTATE: Triangle REO Objects to Disclosure Statement PRINCETON AVENUE: 5% Shareholders Object to Disclosure Statement PROTEC INSTRUMENT: Unsecureds to Get Up to 100% in 6 Years QMAXX PRODUCTS: Involuntary Chapter 11 Case Summary RANCHO CIELO: Case Summary & 20 Largest Unsecured Creditors RENNOVA HEALTH: Christopher Diamantis Quits as Director REVA MEDICAL: Seeks Plan & Disclosures Approval RHETT RANCE: Perkins Coie Represents Alpine Investors, 2 Others RODRIGUEZ CANO: Disclosure Statement Conditionally Approved RUBY PIPELINE: S&P Cuts ICR to BB on Increased Recontracting Risk SABRE CORP: S&P Puts 'BB' Issuer Credit Rating on Watch Negative SANAM CONYERS: To Seek Approval of Amended Plan March 26 SARAH AIR: Trustee Selling Aircraft to Wright for $345K SARAH ZONE: Seeks Access to Cash Collateral Thru July 12 SAUK PRAIRIE: Moody's Alters Outlook on $38MM 2013A Bonds to Pos. SCIENCE APPLICATIONS: S&P Rates New $600MM Term Loan 'BB+' SHAPPHIRE RESOURCES: Disclosure Statement Hearing Reset to April 29 SOUTHERN ILLINOIS FAMILY: March 31 Disclosure Hearing Set SPIRIT AEROSYSTEMS: S&P Affirms 'BB' ICR, Outlook Negative STAK DESIGN: Has Final Approval to Use Cash Collateral TENNECO INC: S&P Downgrades ICR to 'B+'; Outlook Stable TRANSMONTAIGNE PARTNERS: S&P Affirms 'BB-' ICR; Outlook Stable TUPPERWARE BRANDS: Moody's Lowers Sr. Unsec. Rating to B1 TUPPERWARE BRANDS: S&P Cuts ICR to 'B'; Ratings on Watch Negative VALADOR INC: May Continue Using Cash Collateral Through April 30 VARTEK LLC: Gets Approval to Use Cash Collateral on Final Basis VCHP NEPTUNE: Case Summary & 10 Unsecured Creditors VCHP SPRINGFIELD: Case Summary & 20 Largest Unsecured Creditors VESTCOM PARENT: Moody's Affirms B3 CFR, Outlook Stable VETERANS FELLOWSHIP: Given Until Aug. 16 to Confirm Chapter 11 Plan VIP CINEMA: S&P Lowers ICR to 'D' on Chapter 11 Bankruptcy Filing WATERS RETAIL: Voluntary Chapter 11 Case Summary WELBILT INC: S&P Alters Outlook to Negative, Affirms 'BB-' ICR WW INTERNATIONAL: S&P Alters Outlook to Stable, Affirms 'B+' ICR ZDN INC: Files Amended Cash Collateral Motion [^] BOND PRICING: For the Week from February 24 to 28, 2020 ********* 2300 PISANI: Hajbi Offers $3 Million for Venice Property -------------------------------------------------------- 2300 Pisani, A Nevada Domestic Limited Liability Company, filed with the U.S. Bankruptcy Court for the Central District of California a notice of its proposed private sale of the real property located at 2300 Pisani Pl., Venice, California to Kfir Hajbi for $3 million, pursuant to their fully executed California Residential Property Purchase Agreement and Joint Escrow Instructions, dated Jan. 13, 2020. The Property is a double that includes a main house and guest house, with a total of 1,805 sq feet, four bedrooms and three baths. It is located just off Venice Blvd between Abbott Kinney and Lincoln Blvd., which is a very popular area less than a mile from the Venice Boardwalk. The Debtor purchased the Property in 2016 with the intention of demolishing the existing structures and building three, three-story condominium units with three roof decks and a subterranean garage totaling 8,575 sq. ft. After the purchase, the Debtor maintained the Property while working with architects and engineers on the design and seeking approval from the City of Los Angeles, Department of City Planning and the Coastal Commission which resulted in incurring considerable additional expenses. The Property was listed for sale for a couple months last summer with a purchase price of $3,795,000. It was very overpriced. The Property went into foreclosure and was scheduled for sale two weeks after this case was filed. In filing the case, the Debtor decided it would be in its best interest and that of creditors to sell the Property through the Bankruptcy Court. It retained a local real estate agent familiar with properties in the same area who apparently considered the value of the comparable properties pined the value was approximately $2.5 million. However, given the amount of liens on the Property it could not sell for less than $3 million. It was selected as the listing price as it was not likely there would be any interest in the Property at any higher than this amount. The sale that is the subject of the Motion is for the full amount of the list price of $3 million, which is over the market price. This offer, accepted by the Debtor, was made by Buyer, an investor/creditor of the Debtor, who was involved in the development project and made the offer to assure he can recoup at least some of his investment. The Debtor proposes to sell the Property to the Buyer free and clear of all liens, claims, rights, interests, and encumbrances. The RPPA was presented to the Debtor and accepted on Jan. 11, 2020. The Purchase Price is $3 million with the Buyer and the parties to pay their own escrow fees. The terms of the sale include, without limitation, the following: (1) The purchase price of $3 milion is inclusive of commissions and administrative fees and payable by and a loan in the amount of $2.45 million due before the closing date of escrow and a credit by the Buyer who is also the third lienholder in an amount as necessary up to the amount of his lien in the amount of $850,000; (2) The escrow for the sale of the Property will close within 14 days after entry of a bankruptcy court order approving the sale; (3) The Property is being sold on an "as is, where is" basis, without any representations, warranties, recourse or contingencies of any kind whatsoever; (4) The Buyer agrees to inspect the Property and make himself aware of any and all defects during the Buyer’s contingency period; (5) The Buyer warrants his financial resources are as represented; (6) In the event the sale is not consummated, the sole remedy of the Buyer will be the full refund of any money deposited or credited towards the purchase of the Property. (7) The sale is subject to Bankruptcy Court approval after providing notice to the Debtor and its' counsel, the United States Trustee, all creditors, and other parties in interests as required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, and the Local Bankruptcy Rules. (8) There are no remaining contingencies, except Bankruptcy Court approval. No liabilities will be assumed by the Buyer. All liabilities against the Property will be paid in full by the $3 million sale proceeds and/or Buyer's credit. The Buyer has not paid a deposit as his $850,000 third lien is being used as his down payment/credit. The RRPA and Addendum No. 1 acknowledge that approval of the Court is required and provides that escrow will close 14 days after entry of the Court order of approval. There are no Buyer contingencies in the RRPA. There is, therefore, no impediment to closing. The proposed sale is free and clear of liens and encumbrances. The liens affecting the Property are: a. 1st Deed of Trust - Center Street Lending Corp -- $2,050,000 b. 2nd Deed of Trust - Jacqueline Stein - $200,000 c. 3rd Deed of Trust - Kfir Hajbi -- $850,000 d. 4th Deed of Trust – Eli Cohens -- $70,000 e. Tax Lien - LA Property Taxes -- $104,541 However, each creditor should make a demand into escrow for the current amount owed. The current value of the Property is closer to $2.5 million which considerably less than the purchase price. The sale is in the best interests of the estate and will pay off all creditors and costs of sale, and allowing Debtor to dismiss the case as there are no unsecured creditors. The Debtor does not believe an overbid is needed as the Property is not likely to receive any offers sufficient to recover all the liens and costs. The real estate commission in the listing agreement provides for 5% commission of the sale split between seller's and buyer's agents/brokers. However, the sale involves a single agent and broker and they have agreed to take only one share of the commission which is 2.5%. The proposed sale to the Buyer pursuant to the terms of the RRPA is for a private sale. The purchase price is already substantially over the market price and of substantial benefit as the Buyer has a credit for the amount of his lien but will have to reduce the credit significantly in order to assure all creditors are paid. It is not likely there are any potential purchasers willing to this much over the already above market price. The Motion is filed pursuant to LBR 6004(c). The Debtor does not anticipate any objections as all creditors will be paid from the sale. In order to complete the sale in the case, and to not miss the opportunity presented by the sale to Debtor, the estate and its creditors, the Debtor respectfully asks that the order on the Motion be effective immediately, notwithstanding the 14-day stay imposed by FRBP 6004(h). A hearing on the Motion is set for Feb. 20, 2020 at 2:00 p.m. A copy of the Agreement is available at https://tinyurl.com/qsm4gth from PacerMonitor.com free of charge. About 2300 Pisani, A Nevada Domestic Limited Liability Company 2300 Pisani, A Nevada Domestic LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 20-10057) on Jan. 10, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Michael Totaro, Esq., at Totaro & Shanahan. 27 PUTNAM AVE: May Obtain DIP Funds from Clinton Senior Note Buyer ------------------------------------------------------------------ 27 Putnan Ave LP and debtor affiliates seek permission from the Bankruptcy Court to obtain DIP financing from DS-CREF3 Clinton Senior Note Buyer LLC of up to $180,045 on an interim basis and $614,475 on a final basis, in accordance with the budgets. The interest rate on the DIP loan will be a per annum rate equal to LIBOR plus a spread of 9.6833%. Default interest will be the non-default interest rate plus 5%. The loan will mature on December 31, 2020. To secure the DIP Obligations, the DIP lender will be granted valid and fully perfected liens upon and senior security interests in all the Debtors' assets, subject only to the carve-out. The liens will be given super administrative priority, ahead of all liens other than the liens of the existing mortgage loans. The carve-out includes amounts for (a) Chapter 7 trustee in the amount of $2,500 on an interim basis and $10,000 on a final basis, (b) fees due to the Clerk of the Court and the Office of the United States Trustee, plus interest pursuant to Section 3717 of title 31 of the U.S. Code, and (c) for allowed unpaid fees and expenses of professionals retained by Debtors. The DIP lender holds a first mortgage on certain of the Debtors' property amounting to $29,312,995 against each of the four Debtors: (i) 27 Putnam Ave LP , (ii) 423 Grand Ave LP, (iii) 429 Grand Ave LP, and (iv) 90 Downing St LP. A copy of the DIP motion is available free of charge at https://is.gd/LSsKeO from PacerMonitor.com. Hearing on the motion is scheduled on March 3, 2020 at 10 a.m. About 27 Putnam Ave LP 27 Putnam Ave LP and three affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-13412) on Oct. 25, 2019. The petitions were signed by David Schieble, Clinton Hill GP LLC, authorized signatory. At the time of the filing, each Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Mary Kay Vyskocil. Mark A. Frankel, Esq. at Backenroth Frankel & Krinsky, LLP, is the Debtor's legal counsel. 27 PUTNAM AVE: Seeks to Use Cash Collateral Thru August 2020 ------------------------------------------------------------ 27 Putnam Ave LP and debtor affiliates seek approval from the Bankruptcy Court for the Southern District of California to use cash collateral through August 2020, pursuant to the budget. DS-CREF3 Clinton Senior Note Buyer LLC, as mortgagee, has interest in the cash collateral. The Debtor proposes to grant mortgagee an automatically perfected lien and security interest in certain signature accounts and any other account not previously subject to the mortgagee's liens, if any, and all cash maintained in said signature account or other accounts. As adequate protection, the Debtor also proposes to grant mortgagee replacement liens and security interests on all assets of the Debtors and their estates, subordinate to the carve-out, to secure any diminution of value in the mortgagee’s collateral from and after the Petition Date. Pursuant to the loan documents, DS-CREF3 Clinton Senior Note Buyer LLC holds a first mortgage against Debtors (i) 27 Putnam Ave LP , (ii) 423 Grand Ave LP, (iii) 429 Grand Ave LP, and (iv) 90 Downing St LP each for $29,312,995 with respect to their interest in the apartment building located in Clinton Hill, Brooklyn. Hearing on the motion is scheduled on March 3, 2020 at 10 a.m. About 27 Putnam Ave LP 27 Putnam Ave LP and three affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-13412) on Oct. 25, 2019. The petitions were signed by David Schieble, Clinton Hill GP LLC, authorized signatory. At the time of the filing, each Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Mary Kay Vyskocil. Mark A. Frankel, Esq. at Backenroth Frankel & Krinsky, LLP, is the Debtor's legal counsel. 344 SOUTH STREET: April 1 Plan Confirmation Hearing Set ------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania convened a hearing to consider the motion of Debtor 344 South Street Corporation for approval of disclosure statement, plan voting materials and plan voting procedures. On Feb. 13, 2020, Judge Eric L. Frank granted the motion and ordered that: * The Debtor's Disclosure Statement is approved. * March 20, 2020, at 5:00 p.m. is fixed as the deadline by which ballots must be received in order to be considered as acceptances or rejections of the Plan. * March 24, 2020, is fixed as the date by which the Debtor shall file the Report of Plan Voting. * March 27, 2020, is fixed as the deadline for filing and serving written objections to the confirmation of the Plan. * April 1, 2020, at 11:00 a.m., is fixed as the date and time for the hearing on confirmation of the Plan, to be held at the United States Bankruptcy Court, Courtroom No. 1, 900 Market Street, Philadelphia, PA 19107. A copy of the order dated Feb. 13, 2020, is available at https://tinyurl.com/wfqpf7m from PacerMonitor at no charge. About 344 South Street 344 South Street Corp. has operated as a restaurant, serving Spanish and Mexican cuisine in Philadelphia's South Street District. 344 South Street Corp. sought protection under Chapter 11 of the Bankruptcy Court (Bankr. E.D. Penn. Case No. 15-18278) on Nov. 17, 2015, and is represented by Raheem S. Watson, Esq., at Watson LLC, in Philadelphia, Pennsylvania. At the time of the filing, the Debtor was estimated assets and liabilities below $500,000. 900 CESAR CHAVEZ: Rastegar Buying All 7400 South's Assets for $9.8M ------------------------------------------------------------------- 7400 South Congress, LLC, an affiliate of 900 Cesar Chavez, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the bidding procedures in connection with the sale of substantially all assets to Rastegar Property Co., LLC for $9.75 million, subject to overbid. The Debtor's assets primarily consist of the following parcel of real property: 7400 South Congress, LLC owns a three-parcel property combining to form a 7.5 acre (327,775 SF) development site located on South Congress Avenue. A recent appraisal of 7400 S. Congress concluded that the appraisal value is $5.18 million. By separate motion, the Debtor has sought Court approval for the retention of McAllister & Associates to act as the exclusive broker for the sale of the Property. The Debtor believes that a competitive sales process should realize the highest and best value for the Property. It asks that it be permitted to remit the net sales proceeds to ATX Lender 5, LLC at closing to be credited against the claim of the Lender as determined by the Court. A listing agreement has been entered into for the marketing of the Property. Additionally, since the time of filing of these chapter 11 cases, the Debtors have received numerous expressions of interest in the Property, though no expressions of interest to date have exceeded the value of the Modified Rastegar Contract. Prior to the Petition Date, the Debtor had entered into a sales contract with Rastegar for the sale of the Property for a purchase price of $10 million. The Debtor, has entered into a modified agreement with Rastegar pursuant to which it would serve as stalking horse purchaser for the Property; the Modified Rastegar Contract is non-contingent and provides for the sale of the Property 45 days from the Court’s approval of the Bidding Procedures. The Modified Rastegar Contract provides as follows: a) Purchase Price: $9,750,000 b) $500,000 non-refundable deposit c) Buyer Protections: 2.5% Break Up Fee; $100,000 expense reimbursement d) Conditions: None. e) Closing: On the 45th day after entry of the Bidding Procedures Order The Debtor proposes the approval of the Modified Rastegar Contract as the Stalking Horse Purchaser for 7400 S. Congress and that it be authorized to establish a procedure for the sale of the Property as an all cash sale, on an AS-IS basis, with the successful bidder to assume all closing costs, including the costs associated with any title policy, and that the closing occur within 45 days or less of the date when the Purchaser is approved by the Court. The Debtor proposes that the proceeds of the sale be disbursed at the time of closing for the payment of taxes in respect of the Property, and against the liens asserted in the order of priority, but with all monies that might be payable to parties asserting disputed liens (if any) to be retained or escrowed pending resolution of the lien disputes or claims. No entities affiliated with or individuals related to the Debtor will participate as potential bidders. In the event that Debtor obtains Qualified Bids in addition to the Stalking Horse Purchaser, it proposes an Auction of the Property five business days before the 45th ay from the Court's approval of the Bid Procedures, such Auction to be conducted in open Court. The Debtor proposes to conduct the Sale Hearing with any Qualified Bidders allowed to participate with the highest bidder being determined by the Debtor in consultation with the Broker. The Debtor may adjourn the Sale Hearing at any time in its discretion without further notice. If no other Qualified Bids are received, the Debtor, it its sole discretion, may request that the Court set a Sale Hearing at any time following the expiration of the Bid Deadline. In the event that the Lender's credit bid is selected as the highest and best offer and Lender is deemed the Purchaser at the Auction, the Debtor requests that the Court require the Lender to include a sufficient cash bid with its credit bid to satisfy the Bid Protections afforded to the Stalking Horse Purchaser. Any amount of Bid Protections paid by Lender pursuant to the Bid Procedures Order will then been added to the balance of the loan balance of the Debtor. By the Motion, the Debtor asks entry of the Bid Procedures Order, which will, among other things, establish the following timeline: a. Granting of Bid Procedures Motion - Feb. 7, 2020 b. Prepare/Finalize Marketing Materials/Populate Data Room - The later of Feb. 14, 2020 or within one week of entry of order granting bidding procedures c. Marketing Period - January 31, 2020 through date of Auction d. Deadline to Serve Sale Notice and Form Sales Contract - The later of Feb. 10, 2020 or three calendar days following entry of order granting bidding procedures e. Competing Bid Deadline - 30 days following the approval of the Stalking Horse Purchaser f. Sale Objection Deadline - Two business days prior to Sale Hearing g. Auction (if required)/Selection of Final Bid - either with Stalking Horse or proceeding with No Floor Bid and Sale Hearing - Five business days following the Competing Bid Deadline h. Notice of Assumption and Assignment - Five business days following Auction i. Deadline to File Auction Results Within five business days following Auction j. Entry of Sale Order Within five business days following Auction k. Consummation of Sale - Within 10 days of the Auction with an additional 10 days if to a Back-Up Bidder l. Assumption and Assignment Objection Deadline - Five business days following filing and service of the Notice of Assumption and Assignment m. Hearing to Determine Objections to Assumption and Assignment of Executory Contracts - Five business days following the Assumption and Assignment Objection Deadline Other key terms of the Bidding Procedures are: a. Initial Bid - Qualified Bidders may then submit successive bids higher than previous bid, based on and increased from the Initial Highest Bid, in increments of $50,000 b. Good Faith Deposit - $500,000 c. Bid Increments - $50,000 To facilitate the Sale Transaction, the Debtor proposes procedures for notifying counterparties to executory contracts and unexpired leases of potential cure amounts in the event the Debtor decides to assume and assign such contracts or leases. Three business days after the Auction, the Debtor will file with the Court and serve on all Contract Notice Parties a notice of assumption, assignment and sale. Within two business days after entry of the Bid Procedures Order, the Debtor (or their agents) will provide notice of the Bid Procedures Order, the Motion, the Auction, the Objection Deadlines, and the Sale Hearing upon all the Sale Notice Parties. The Debtor also asks that the Court authorizes the Sale of the Property free and clear of any and all Interests, which may be asserted or otherwise exist, with any such Interests to attach to the proceeds of the Sale of the Property. To preserve the value of the Debtor's estate and limit the costs of administering and preserving the Property, it is critical that the Debtor close the sale of the Property as soon as possible af ter all closing conditions have been met or waived. Accordingly, the Debtor asks that the Court waives the 14-day stay periods under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Agreement and the Bidding Procedures is available at https://tinyurl.com/u2h5xpv from PacerMonitor.com free of charge. About 900 Cesar Chavez 900 Cesar Chavez, LLC is engaged in renting and leasing real estate properties. The Debtors are Single Asset Real Estate entities (as defined in 11 U.S.C. Section 101(51B)). 900 Cesar Chavez, LLC (Bankr. W.D. Tex. Case No. 19-11527), the Lead Case, and its affiliates, 905 Cesar Chavez, LLC (Bankr. W.D. Tex. Case No. 19-11528), 5th and Red River, LLC (Bankr. W.D. Tex. Case No. 19-11529), and 7400 South Congress, LLC (Bankr. W.D. Tex. Case No. 19-11530), sought Chapter 11 protection on Nov. 4, 2019. The cases are assigned to Judge Tony M. Davis. In the petition signed by Brian Elliott, corporate counsel, 900 Cesar Chavez, LLC, was estimated to have assets in the range of $1 million to $10 million, and $10 million to $50 million in debt. The Debtors tapped Evan J. Atkinson, Esq., and Morris D. Weiss, Esq., at Waller Lansden Dortch & Davis LLP as counsel. 900 CESAR CHAVEZ: Sets Sales Procedures for All Assets ------------------------------------------------------ 900 Cesar Chavez, LLC, 905 Cesar Chavez, LLC and 5th and Red River, LLC, ask the U.S. Bankruptcy Court for the Western District of Texas to authorize the bidding procedures in connection with the auction sale of substantially all assets. The Debtors' assets primarily consist of the following parcels of real property: a) 5th and Red River, LLC owns a 0.60 acre (26,508 SF) development site located at the intersection of 5th Street & Red River Street in the Central Business District of Austin, Texas; b) 900 Cesar Chavez, LLC owns 900 & 904 East Cesar Chavez Street, a 0.56 acre (24,293 SF) parcel of undeveloped land located in the rapidly-developing East Submarket of Austin, Texas; and c) 905 Cesar Chavez, LLC owns 905 & 907 East Cesar Chavez Street, a 0.30 acre (13,016 SF) parcel of undeveloped land located in the rapidly-developing East Submarket of Austin, Texas. The estimated value of each Property owned by the Debtors, along with the amount of the stalking horse bid for 7400 S. Congress: Owner Net Book Value Fair Market Value Appraised as Scheduled as Scheduled Value 900 Cesar $3,672,023 $5,000,000 $3,900,000 905 Cesar $1,474,421 $2,600,000 $1,680,000 7400 S. Cong $3,686,852 $10,000,000 $5,180,000 5th and Red $16,320,124 $25,000,000 $20,890,000 ----------- ----------- ----------- Total $25,153,420 $42,350,000 $31,650,000 Under all scenarios, the Lender is significantly oversecured. The Debtors reserve the right to only sell sufficient Properties needed to effectuate payment in full of the debt of the Lender. The Court has authorized the retention of McAllister & Associates to act as the exclusive broker for the sale of each Property. By the Motion, the Debtors ask to sell one or more of the Properties. They're not able to provide an estimate of the gross proceeds anticipated from any such potential sale at this time. Numerous parties have expressed an interest in one or more Properties. The Debtors believe that a competitive sales process should realize the highest and best value for each Property. The Debtors believe that it is possible that the sale of fewer than all of the Properties (along with the sale of the 7400 S. Congress Property) could provide sufficient proceeds to satisfy the entire first lien held by ATX Lender 5, LLC. The Debtors ask that they be permitted to remit the net sales proceeds to the Lender at closing to be credited against the claim of the Lender, as determined by the Court. Because the sale of all of the Properties will likely not be necessary to satisfy the first lien held by the Lender, the Debtors reserve the right to withdraw any of the Properties from the sale process at their discretion and without prior Court approval. The Debtors propose that they be authorized to establish a procedure for the sale of each Property as an all cash sale (or series of sales), on an "as is" basis, with the successful bidder(s) to assume all closing costs, including the costs associated with any title policy, and that the closing occur within 45 days or less of the date when such Purchaser is approved by the Court. They propose that the proceeds of the sale be disbursed at the time of closing for the payment of taxes in respect of such Property, and against the liens asserted in the order of priority, but with all monies that might be payable to parties asserting disputed liens (if any) to be retained or escrowed pending resolution of the lien disputes or claims. No entities affiliated with or individuals related to the Debtors will participate as potential bidders. The Debtors, in consultation with the Broker, will prepare a form sales contract, which will be filed in the case and provided to all prospective bidders in connection with a marketing process for the Properties. The Debtors will entertain entering into an agreement with one or more stalking horse purchaser(s), as may be determined by the Debtors (in consultation with the Broker) in their business judgment, for some or all of the Properties. Any such proposed Stalking Horse Agr eement would be with an entity that is unaffiliated with the Debtors. Any and all Potential Bidders interested in becoming a Stalking Horse Purchaser must submit a Qualified Bid6 (other than the requirement to submit a Modified Sales Contract), by the later of March 27, 2020 at 5:00 p.m. or the date that is 50 calendar days from entry of the order approving this Motion. Upon the selection of a Stalking Horse Purchaser, the Debtors will file and serve a notice. The Debtors ask that the Court sets a hearing following the selection of a stalking horse bidder, to approve any such Stalking Horse Purchaser, Stalking Horse Agreement, and accompanying Bid Protections on an expedited basis. They ask that the Court sets a deadline for the filing of any objections to the approval of any Stalking Horse Purchaser, Stalking Horse Agreement, and Bid Protections no later three calendar days before the Stalking Horse Hearing. In the event that the Debtors have not designated a Stalking Horse Purchaser on or before the Stalking Horse Bid Deadline, the Debtors reserve the right to designate a Stalking Horse Purchaser at a later date. Should the Debtors designate a Stalking Horse Purchaser following the expiration of the Stalking Horse Bid Deadline, Debtors will file a notice with the Court and request that a Stalking Horse Hearing be set on an expedited basis. In the event that the Lender's credit bid is selected as the highest and best offer at an auction for a Property in which the Debtors have secured a Stalking Horse Purchaser that has been granted Bid Protections, the Debtors ask that the Court requires the Lender to include a sufficient cash bid with its credit bid to satisfy any Bid Protections afforded to any Stalking Horse Purchaser. Any amount of Bid Protections paid by Lender pursuant to the Bid Procedures Order will then be added to the balance of the Debtors' loan balance. By the Motion, the Debtor asks entry of the Bid Procedures Order, which will, among other things, establish the following timeline: a. Granting of Bid Procedures Motion - Feb. 7, 2020 b. Prepare/Finalize Marketing Materials/Populate Data Room - The later of Feb. 14, 2020 or within one week of entry of order granting bidding procedures c. Marketing Period - January 31, 2020 through date of Auction d. Deadline to Serve Sale Notice and Form Sales Contract - The later of Feb. 10, 2020 or three calendar days following entry of order granting bidding procedures e. Stalking Horse Bid Deadline - The later of March 27, 2020 or 50 days following entry of order approving bidding procedures f. Stalking Horse Designation Deadline - The later of March 30, 2020 or three calendar days following the Stalking Horse Bid Deadline g. Stalking Horse Objection Deadline - The later of April 2, 2020, 2020 or three calendar days following the Stalking Horse Designation Deadline h. Stalking Horse Hearing (if required) - Three business day following the Stalking Horse Objection Deadline i. Competing Bid Deadline - The earlier of 21 days following the approval of the Stalking Horse Purchaser or April 17, 2020, or in the event no Stalking Horse j. Notification of Qualified Bids - No later than five business days after Competing Bid Deadline k. Sale Objection Deadline - Two business days prior to Sale Hearing l. Auction (if required)/Selection of Final Bid - either with Stalking Horse or proceeding with No Floor Bid and Sale Hearing - Five business days following the notification of Qualified Bids m. Notice of Assumption and Assignment - One week following the Auction n. Deadline to File Auction Results - One week following the Auction o. Entry of Sale Order - One week following the Auction p. Consummation of Sale - On or before 10 calendar days following the Auction q. Assumption and Assignment Objection Deadline - One week following the filing and service of the Notice of Assumption and Assignment r. Hearing to Determine Objections to Assumption and Assignment of Executory Contracts - One week following the Assumption and Assignment Objection Deadline Other key terms of the Bidding Procedures are: a. Initial Bid - Qualified Bidders may then submit successive bids higher than previous bid, based on and increased from the Initial Highest Bid, in increments of $50,000 b. Good Faith Deposit - No less than 2.5% of the purchase price offered to purchase the Property (or Properties) c. Bid Increments - $50,000 To facilitate the Sale Transaction, the Debtor proposes procedures for notifying counterparties to executory contracts and unexpired leases of potential cure amounts in the event the Debtor decides to assume and assign such contracts or leases. Within one week following the Auction, the Debtors will file with the Court and serve the Contract Notice upon all Contract Notice Parties. Within three calendar days after entry of the Bid Procedures Order, the Debtors (or their agents) will provide the Sale Notice upon all the Sale Notice Parties. The Debtor also asks that the Court authorizes the Sale of the Property free and clear of any and all Interests, which may be asserted or otherwise exist, with any such Interests to attach to the proceeds of the Sale of the Property. To preserve the value of the Debtor's estate and limit the costs of administering and preserving the Property, it is critical that the Debtor close the sale of the Property as soon as possible after all closing conditions have been met or waived. Accordingly, the Debtor asks that the Court waives the 14-day stay periods under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Bidding Procedures is available at https://tinyurl.com/rpnm373 from PacerMonitor.com free of charge. About 900 Cesar Chavez 900 Cesar Chavez, LLC, is engaged in renting and leasing real estate properties. The Debtors are Single Asset Real Estate entities (as defined in 11 U.S.C. Section 101(51B)). 900 Cesar Chavez, LLC (Bankr. W.D. Tex. Case No. 19-11527), the Lead Case, and its affiliates, 905 Cesar Chavez, LLC (Bankr. W.D. Tex. Case No. 19-11528), 5th and Red River, LLC (Bankr. W.D. Tex. Case No. 19-11529), and 7400 South Congress, LLC (Bankr. W.D. Tex. Case No. 19-11530) sought Chapter 11 protection on Nov. 4, 2019. The cases are assigned to Judge Tony M. Davis. In the petition signed by Brian Elliott, corporate counsel, 900 Cesar Chavez was estimated to have assets in the range of $1 million to $10 million, and $10 million to $50 million in debt. The Debtors tapped Evan J. Atkinson, Esq., and Morris D. Weiss, Esq., at Waller Lansden Dortch & Davis LLP as counsel. 929485 FLORIDA: March 13 Plan & Disclosure Extension Hearing Set ---------------------------------------------------------------- A preliminary hearing will be held on March 13, 2020, at 9:30 a.m., before the Honorable Caryl E. Delano at the Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue, Courtroom 9A, Tampa, Florida, 33602, to consider the motion of Debtor for extension of time to file Plan and Disclosure Statement. A copy of the notice dated February 13, 2020, is available at https://tinyurl.com/w443p64 from PacerMonitor at no charge. The Debtor is represented by: Edmund S. Whitson, III, Esq. Adams and Reese LLP 101 E. Kennedy Blvd., Suite 4000 Tampa, FL 33602 Telephone: 813-402-2880 Facsimile: 813-402-2887 E-mail: edmund.whitson@arlaw.com About 929485 Florida 929485 Florida, Inc., classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). 929485 Florida sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-09424) on Oct. 3, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Caryl E. Delano. The Debtor is represented by Edmund S. Whitson, III, Esq., at Adams and Reese, LLP. AERO-MARINE: Exclusivity Period Extended Until March 5 ------------------------------------------------------ Judge Caryl Delano of the U.S. Bankruptcy Court for the Middle District of Florida extended to March 5 the deadline for Aero-Marine Technologies, Inc. to file its Chapter 11 plan and disclosure statement. The bankruptcy judge also extended to March 5 the period during which only Aero-Marine can file a plan. The company has the exclusive right to solicit votes until the conclusion of the hearing on confirmation of the plan. About Aero-Marine Technologies Aero-Marine Technologies, Inc. -- https://www.aero-marinetechnologies.com/ -- provides total support for waste and water system components found on Boeing, Airbus and Embraer aircraft. Aero-Marine Technologies is a full-service Maintenance, repair and overhaul (MRO) with a worldwide customer base. Aero-Marine Technologies sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07547) on Aug. 9, 2019. The Debtor's case is jointly administered with that of Joseph N. Vaughn and Theresa L. Vaughn. In the petition signed by Joseph N. Vaughn, president, Aero-Marine's assets are estimated at $500,000 to $1 million, and its liabilities at $1 million to $10 million. Judge Caryl E. Delano oversees the case. The Debtor tapped Stitchler, Riedel, Blain & Postler, P.A. as its legal counsel, and Skoda Minotti & Co. as its accountant. AIRCRAFT SOLUTIONS: Chapter 15 Case Summary ------------------------------------------- Chapter 15 Debtor: Aircraft Solutions Lux V-B SARL 534, rue Neudorf L-2220 Luxembourg Description of the Business: One of the Debtor's business activities included leasing aircrafts to third parties. One of the aircrafts suffered an engine failure while leased to a tenant airline. The tenant airline successfully sued the Debtor. The amount of damages to the tenant exceeded the Debtor's ability to pay. Location of Foreign Main Proceeding: Bankruptcy proceedings pending before 15th Chamber of District Court of Luxembourg, Case No. TAL-2019-04004 Chapter 15 Petition Date: February 27, 2020 Court: United States Bankruptcy Court Southern District of Florida Case No.: 20-12589 Foreign Representative: E2M SARL's Max Maillet, as bankruptcy administrator Chapter 15 Petitioner's Counsel: Arnoldo Lacayo, Esq. SEQUOR LAW Tel: (305) 372-8282 E-mail: alacayo@sequorlaw.com Estimated Assets: Unknown Estimated Debt: Unknown AKORN INC: Incurs $226.8 Million Net Loss in 2019 ------------------------------------------------- Akorn, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $226.8 million on $682.4 million of revenues for the year ended Dec. 31, 2019, compared to a net loss of $401.91 million on $694.02 million of revenues for the year ended Dec. 31, 2018. The decrease in net revenue in the period was primarily due to $19.4 million and $4.2 million decline in discontinued products revenue and organic revenue, respectively, partially offset by $12.0 million increase in net revenue from new products. The $19.4 million decline in discontinued products was primarily due to the product Methylene Blue. The $4.2 million decline in organic revenue was due to approximately $81.1 million, or 12.2%, in volume declines mostly offset by $76.9 million, or 11.6% of favorable price variance primarily due to price increases on certain exclusive products. The volume decline was principally due to the effect of competition on a number of products, including Amicar Tablets, Fluticasone Rx, Nembutal and Clobetasol Cream as well as supply shortfalls from the continued production ramp-up at the Company's Somerset manufacturing facility. Consolidated gross profit for the year ended Dec. 31, 2019 was $252.7 million, or 37.0% of revenue, compared to $246.0 million, or 35.4% of revenue, for the year ended Dec. 31, 2018. The increase in the gross profit percentage was principally due to favorable price partially offset by unfavorable product mix and increased costs associated with FDA compliance related improvement activities. GAAP net loss for 2019 was $(226.8) million, or $(1.80) per diluted share, compared to net loss of $(401.9) million, or $(3.21) per diluted share, for 2018. After a net adjustment of $205.2 million to net income for non-GAAP items, adjusted diluted earnings per share for 2019 were $(0.17), compared to $(0.19) for 2018, after a net adjustment of $378.2 million to net income for non-GAAP items. EBITDA was $(148.1) million for 2019, compared to $(309.5) million for 2018. Adjusted EBITDA, which is a non-GAAP measure used by management to evaluate the performance of the Akorn business, was $78.2 million for 2019, compared to $49.3 million for 2018. As of Dec. 31, 2019, the Company had $1.28 billion in total assets, $1.05 billion in total liabilities, and $234.29 million in total shareholders' equity. BDO USA, LLP, in Chicago, Illinois, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Feb. 26, 2020, citing that the Company has suffered recurring losses from operations and has a net working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Fourth Quarter 2019 Results Akorn reported net revenue of $162.3 million for the three month period ended Dec. 31, 2019, representing an increase of $8.9 million, or 5.8%, as compared to net revenue of $153.4 million for the three month period ended Dec. 31, 2018. The increase in net revenue in the period was primarily due to increases of $8.7 million and $4.4 million in organic revenue and new products, respectively, partially offset by a decline in discontinued products revenue of $4.2 million. The $8.7 million increase in organic revenue was due to approximately $14.5 million, or 9.8% of favorable price variance primarily due to price increases on certain exclusive products partially offset by $5.8 million, or 3.9% in volume decline. The volume decline was principally due to the effect of competition on a number of products, including Myorisan and Amicar Tablets. Consolidated gross profit for the quarter ended Dec. 31, 2019 was $59.8 million, or 36.9% of net revenue, compared to $25.2 million, or 16.5% of net revenue, in the corresponding prior year quarter. The increase in the gross profit percentage was principally due to favorable price and decreased costs associated with FDA compliance related improvement activities, partially offset by unfavorable product mix. GAAP net loss for the fourth quarter 2019 was $(80.7) million, or $(0.64) per diluted share, compared to GAAP net loss of $(215.0) million, or $(1.71) per diluted share, in the same quarter of 2018. Including a net adjustment of $71.9 million to net income for non-GAAP items, adjusted diluted earnings per share for the fourth quarter 2019 were $(0.07), compared to $(0.29) in the same quarter 2018, after a net adjustment of $179.2 million to net income for non-GAAP items. Earnings before interest, taxes, depreciation and amortization (EBITDA) was $(42.5) million for the fourth quarter 2019, compared to $(174.1) million for the fourth quarter 2018. Adjusted EBITDA, which is a non-GAAP measure used by management to evaluate the operations of the Akorn business, was $17.6 million for the fourth quarter 2019, compared to $(19.9) million for the fourth quarter 2018. A full-text copy of the Form 10-K is available for free at: https://is.gd/o0UHaY About Akorn Headquartered in Lake Forest, Illinois, Akorn, Inc. -- http://www.akorn.com/-- is a specialty pharmaceutical company engaged in the development, manufacture and marketing of multisource and branded pharmaceuticals. Akorn has manufacturing facilities located in Decatur, Illinois; Somerset, New Jersey; Amityville, New York; Hettlingen, Switzerland and Paonta Sahib, India that manufacture ophthalmic, injectable and specialty sterile and non-sterile pharmaceuticals. * * * As reported by the TCR on Feb. 24, 2020, Moody's Investors Service downgraded the ratings of Akorn, Inc. including the Corporate Family Rating to Caa3 from Caa1. The downgrade reflects the high risk of a near-term bankruptcy filing by Akorn, given its ongoing litigation and $845 million term loan maturity in April 2021. Also in February 2020, S&P Global Ratings lowered its issuer credit rating on Akorn Inc. to 'CCC-' from 'B-' with negative outlook. The negative outlook reflects the increasing possibility that Akorn will file for Chapter 11 protection under the U.S. Bankruptcy Code in the next six months to facilitate repayment of its outstanding debt. ALTA MESA: May Continue Using Cash Collateral Through April 30 -------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized Alta Mesa Resources, Inc. and its affiliates to use cash collateral in accordance with the terms of the Second Amended Final Order. The AMH Debtors' right to use the Cash Collateral pursuant to the Order will automatically terminate on the earliest to occur of any of these events: (a) The passing of 5:00 p.m. (prevailing Central Time) on April 30, 2020; (b) The entry of any order modifying, reversing, revoking, staying, rescinding, vacating, or amending the Second Amended Final Order without the express written consent of the Administrative Agent, acting at the direction of the Required Lenders; (c) Any Prepetition Loan Party's case is dismissed or converted to a case under chapter 7 of the Bankruptcy Code, or a trustee under chapter 11 of the Bankruptcy Code or an examiner with expanded powers is appointed in any Prepetition Loan Party's case, or any Prepetition Loan Party seeks entry of an order accomplishing any of the foregoing; (d) An order is entered granting another claim or lien pari passu with or senior to the Prepetition Liens, Administrative Adequate Protection Liens or Administrative Adequate Protection Claims granted to the Prepetition Secured Parties under the Second Amended Final Order or an order of the Court is entered reversing, staying for a period in excess of five business days, vacating or otherwise amending, supplementing, or modifying the Second Amended Final Order in a manner materially adverse to the Prepetition Secured Parties; (e) Any proceeding is commenced by any AMH Debtor seeking, or otherwise consenting to (i) the invalidation, subordination, or other challenge to the Prepetition Secured Indebtedness, Prepetition Liens, Prepetition Secured Claims, Administrative Adequate Protection Liens or Administrative Adequate Protection Claims or (ii) any relief under section 506(c) of the Bankruptcy Code with respect to any Prepetition Collateral or any Collateral, including the Cash Collateral, or (iii) any AMH Debtor files a motion, pleading, or proceeding which could reasonably be expected to result in a material impairment of the rights or interests of the Prepetition Secured Parties, except any motion or other pleading otherwise permitted by the Second Amended Final Order; (f) The entry by the Court of an order granting relief from the automatic stay imposed by section 362 of the Bankruptcy Code to any entity other than the Administrative Agent or the Prepetition Secured Parties; (g) The effective date of any confirmed chapter 11 plan for the Prepetition Loan Parties; (h) The entry of a subsequent order of the Court (i) terminating the Prepetition Loan Parties' use of Cash Collateral or (ii) authorizing the use of Cash Collateral by any AMH Debtor that is not a Prepetition Loan Party; (i) The failure by the Prepetition Loan Parties to make any payment required pursuant to the Second Amended Final Order when due; (j) The failure by the AMH Debtors to deliver to the Administrative Agent any of the documents or other information required to be delivered pursuant to the Order when due or any such documents or other information will contain a material misrepresentation; (k) AMH Debtors' failure to adhere to the Budget or a Subsequent Budget except with respect to Permitted Deviations or Non-Conforming Uses; (l) The failure of the AMH Debtors to observe or perform any of the material terms or material provisions contained in the Order; (m) The entry of an order of the Court approving the terms of any debtor in possession financing for any of the Prepetition Loan Parties; (n) The AMH Debtors' actual receipts during any period from the commencement of the Budget period through the last day of the same Budget period fall more than 10% below the AMH Debtors' projected receipts for that same period; (o) The Prepetition Loan Parties or the Independent Manager modify or reduce (i) the scope of the authority granted by the board of managers of Debtor Alta Mesa Holdings GP, LLC to the Independent Manager as set forth in the resolutions attached to the chapter 11 petition filed by Debtor Alta Mesa Holdings GP, LLC, (ii) the terms of the letter from the Independent Manager dated Sept. 11, 2019, without the prior written consent of the Administrative Agent, or (iii) the scope of authority granted to Robert Albergotti as Chief Restructuring Officer; (p) The Motion of the Official Committee of Unsecured Creditors for (I) Leave, Standing, and Authority to Commence and Prosecute Certain Claims and Causes of Action on Behalf of the Debtors' Estates and (II) Exclusive Settlement Authority will not have been denied in full or withdrawn with prejudice on or before 11:59 p.m. on March 24, 2020; or (q) The AMH Debtors will fail to meet any of the following milestones: -- the Closing will have occurred by Feb. 28, 2020; -- the Prepetition Loan Parties have filed with the Bankruptcy Court a chapter 11 plan and related disclosure statement (with terms and substance reasonably acceptable to the Administrative Agent at the direction of the Required Lenders) by March 6, 2020; -- the Prepetition Loan Parties will have obtained entry of an order of the Court conditionally approving an Acceptable Disclosure Statement by March 13, 2020; -- the Prepetition Loan Parties will have obtained entry of an order of the Court (a) approving an Acceptable Disclosure Statement and (b) confirming an Acceptable Plan, by April 14, 2020; and -- an Acceptable Plan will have become effective by April 30, 2020. The Prepetition Secured Parties are granted the following adequate protection to the extent of any collateral diminution: (a) a valid, binding, continuing, enforceable, fully-perfected first priority senior security interest in and lien on the Prepetition Collateral and all other of the Prepetition Loan Parties' now owned and hereafter-acquired real and personal property, assets and rights of any kind or nature; (b) an allowed administrative expense claim in the amount of any collateral diminution arising pursuant to section 507(b) of the Bankruptcy Code against each of the Prepetition Loan Parties on a joint and several basis with priority over all other administrative claims in the Cases; and (c) The Prepetition Loan Parties are authorized and directed to pay to the Administrative Agent for the ratable benefit of the Prepetition Secured Parties adequate protection payments in an amount equal to all accrued and unpaid (i) prepetition and postpetition interest, and (ii) without duplication of the the professional fees and expenses, prepetition or postpetition fees and costs due and payable under the Credit Agreement (including, without limitation, interest on loans, breakage costs and accrued fees owing to the Administrative Agent). 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. AMERICANN INC: JV Partner Starts Operations at MCC Building 1 ------------------------------------------------------------- AmeriCann's Joint Venture partner commenced cannabis operations on Feb. 26, 2020, at AmeriCann's Massachusetts Cannabis Center in Freetown, MA. The initial phase of the development, Building 1, is a 30,000 square foot state-of-the-art cultivation and processing facility, 100 percent of which is occupied by Bask, Inc., an existing Massachusetts licensed vertically integrated cannabis operator. AmeriCann has a 15-year Joint-Venture partnership with Bask that provides AmeriCann with a 15 percent Revenue Participation Fee on all Bask revenue. The commencement of cannabis operations by Bask at Building 1 coincides with AmeriCann's Revenue Participation Fee. The MCC is a planned one million square foot sustainable greenhouse, processing and product manufacturing project in Freetown, Massachusetts which is being developed by AmeriCann. The Massachusetts cannabis market has some of the highest prices in the United States, with wholesale prices exceeding $4,000 per pound and retail prices greater than $8,000 per pound. Building 1 is projected to produce 7,500 pounds annually of dry flower cannabis and over 400,000 units of infused products. AmeriCann projects a 1.5-year payback on its investment in Building 1. About Americann Headquartered in Denver, Colorado, AmeriCann is a specialized cannabis company that is developing cultivation, processing and manufacturing facilities. AmeriCann uses greenhouse technology which is superior to the current industry standard of growing cannabis in warehouse facilities under artificial lights. AmeriCann is designing GMP Certified cannabis extraction and product manufacturing infrastructure. Through a wholly-owned subsidiary, AmeriCann Brands, Inc., the Company intends to secure licenses to produce cannabis infused products including beverages, edibles, topicals, vape cartridges and concentrates. AmeriCann Brands, Inc. plans to operate a Marijuana Product Manufacturing business at MMCC with over 40,000 square feet of state-of-the art extraction and product manufacturing infrastructure. Americann reported a net loss of $4.90 million for the year ended Sept. 30, 2019, compared to a net loss of $4.43 million for the year ended Sept. 30, 2018. As of Dec. 31, 2019, Americann had $17.06 million in total assets, $9.82 million in total liabilities, and $7.24 million in total stockholders' equity. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Jan. 14, 2020, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. APG SUBS: March 11 Hearing on Disclosure Statement -------------------------------------------------- Judge David E. Rice has ordered that the motion of APG SUBS, INC., et al., debtors, to reschedule the March 3, 2020, hearing on the debtors’ Disclosure Statement to March 11, 2020 at 11:00 a.m. is granted. The hearing on the debtors’ Disclosure Statement is rescheduled to March 11, 2020 at 11:00 a.m. About APG Subs Inc. APG Subs, Inc., based in Edgewood, MD, and its affiliates sought Chapter 11 protection (Bankr. M.D. Lead Case No. 19-18315) on June 19, 2019. In the petition signed by Raymond Burrows, III, president, the Debtor APG Subs. disclosed total assets of $28,177, and total liabilities of $1,268,112 in both assets and liabilities. The Hon. David E. Rice oversees the case. Marc R. Kivitz, Esq., at the Law Office of Marc R. Kivitz, serves as bankruptcy counsel to the Debtors. APG SUBS: Still In Talks With Wyatt-Burrows and Bank ---------------------------------------------------- Katherine Wyatt-Burrows, Xenith Bank, a division of Atlantic Union Bank, and APG Subs, Inc., CRW Foods, Inc., HRK Group, Inc., Ray's Subway, Inc. and Shore Foods, Inc., stipulate on an extension for Wyatt-Burrows and Atlantic Union Bank to send objections to the Disclosure Statement. Since the filing of the Amended Disclosure Statement, counsel for both Wyatt-Burrows and the Bank have been involved in discussion with Counsel for the Debtors regarding changes to the Amended Disclosure Statement. While these discussions have not yet resulted in an agreement on revisions to the Amended Disclosure Statement, the parties are cautiously optimistic that an agreement can be reached in the future. In order to facilitate further discussions, the Debtors have agreed to provide both Wyatt-Burrows and the Bank with an extension through and including March 9, 2020 in which to file an objection to either the Amended Disclosure Statement or the Second Amended Disclosure Statement that the Debtors anticipate filing. Consistent with this extension, the Debtors are seeking to move the hearing on approval of the Disclosure Statement from March 3 to March 11, 2020 at 11 a.m. when they are already two matters on the docket. Attorneys for Katherine Wyatt-Burrows: Alan M. Grochal, Bar No.: 01447 Tydings & Rosenberg LLP 1 East Pratt Street, Suite 901 Baltimore, MD 21202 Tel: (410) 752-9715 E-mail: agrochal@tydingslaw.com Attorneys for Xenith Bank: Scott W. Foley, Esquire Daniel J. Zeller, Esquire Shapiro Sher Guinot & Sandler 250 West Pratt Street, Suite 2000 Baltimore, Maryland 21201 Tel: (410) 385-4234 E-mail: swf@shapirosher.com Attorneys for Debtors: Marc R. Kivitz, Esquire 201 North Charles Street, Suite 1330 Baltimore, Maryland 21201 Tel: (410) 625-2300 E-mail: mkivitz@aol.com About APG Subs Inc. APG Subs, Inc., based in Edgewood, MD, and its affiliates sought Chapter 11 protection (Bankr. M.D. Lead Case No. 19-18315) on June 19, 2019. In the petition signed by Raymond Burrows, III, president, the Debtor APG Subs. disclosed total assets of $28,177, and total liabilities of $1,268,112 in both assets and liabilities. The Hon. David E. Rice oversees the case. Marc R. Kivitz, Esq., at the Law Office of Marc R. Kivitz, serves as bankruptcy counsel to the Debtors. APPLETON EXCHANGE: Bosco Buying Holyoke Property for $800K ---------------------------------------------------------- Appleton Exchange, LLC, asks the U.S. Bankruptcy Court for the District of Massachusetts to authorize the sale of its rights, title and interests the real property located at 461-463 Appleton Street, Holyoke, Massachusetts to Stephen Bosco for $800,000. The Debtor is a limited liability company who owns two rental apartment buildings, namely the Appleton Street and the 62 Commercial Street, Holyoke, Massachusetts, and also conducts related estate business. Both are residential rental buildings, with Appleton Street having 30 rental units, and Commercial Street having 16 units. The Debtor has received an offer from the Buyer, 430 Appleton Street, Holyoke, Massachusetts, for the purchase of the Property, for the total purchase price of $800,000. The Buyer has no relationship with the Debtor whatsoever, including the Debtor's equity holders. The terms of the proposed sale are more particularly described in their Purchase and Sale Agreement. The Debtor anticipates that the sale will take place by mid-March, 2020. The Purchase and Sales Agreement provides that the sale will take place within 21 days of the entry of an Order by the Bankruptcy Court approving the sale. The Debtor believed that the purchase price, as contained in the Purchase and Sale Agreement, represents a fair and reasonable price for Appleton Street. Further commenting on the proposed purchase price, the Debtor notes that Appleton Street has been the subject of substantial repairs, requiring significant contributions of capital by the Debtor's principals and equity holders. Prepetition, the Debtor was cited for various housing violations, with many tenants refusing to pay rent, although the Debtor's operations have stabilized during the Chapter 11 case. For these reasons, the Debtor believes that the price in the Purchase and Sales Agreement is fairest. For the reasons set forth above, the Debtor believes that the interests of the estate of the Chapter 11 Debtor is served by the entry of an Order authorizing the Debtor to sell the aforesaid free and clear of liens and encumbrances. The Debtor believes that there are liens on Appleton Street in the following order, as follows: a. Real Estate Taxes, Water and Sewer charges, and Utility charges owed to the Holyoke Gas and Electric (a public utility which is a department of the City of Holyoke), Company, in the estimated amount of $40,000; b. Audrie Brooks Family Fund (successor in interest to Federal National Mortgage Association), holder of a first (and only) mortgage in the principal amount of $2.6 million, as filed in the Hampden County Registry of Deeds at Book 22040 Page 311. The Debtor asks the entry of Order(s) authorizing the Debtor to pay the proceeds from the sale in the order and priority as listed: (a) To the City of Holyoke, any amount of Real Estate Taxes, Water and Sewer charges, and Utility charges owed to the Holyoke Gas and Electric as it regards 461-463 Appleton Street Holyoke, Massachusetts; (b) Other necessary fees required by the Registry of Deeds or other routinely necessary charges for a real estate closing; (c) A real estate broker’s fee of $40,000 (5% of the sales price) to Robert Kushner/Kushner Realty, Inc; (d) If the property is sold to another party, in addition to the return of the deposit(s) of $40,000, a payment of no more than 5% of the sales price to Steven Bosco as a breakup fee for expenses incurred subject to the approval of the Bankruptcy Court; and (e) The balance of the sales proceeds will be paid to the Audrie Brooks Family Fund on account of its mortgage as described. The sale is free and clear of all liens and encumbrances. In the event that a dispute arises between the Debtor and any party affected by the Order(s) requested herein with respect to that creditor's right to payment on account of its claim, the Debtor will ask that the Court establishes an amount to be held in escrow pending the resolution of such dispute and authorizing the Debtors to pay all other claimants in whole or in part as the Court in its discretion may determine. A copy of the Agreement is available at https://tinyurl.com/wf6qxp6 from PacerMonitor.com free of charge. About Appleton Exchange Appleton Exchange LLC is the fee simple owner of two properties in Holyoke, MA having a total current value of $1.2 million. Appleton Exchange LLC filed a voluntary petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-30694) on August 30, 2019. In the petition signed by Moshe Wolcowitz, manager, the Debtor estimated $1,200,701 in assets and $1,900,816 in liabilities. Louis S. Robin, Esq., at the Law Offices of Louis S. Robin, represents the Debtor as counsel. ASP NAPA: S&P Downgrades ICR to 'B-'; Outlook Negative ------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on ASP NAPA Holdings LLC to 'B-' from 'B'. The outlook is negative. At the same time, S&P lowered its issue-level ratings on the company's senior secured revolving facility and first-lien term loan to 'B-' from 'B'. The recovery rating on this debt remains '3', indicating expectations for meaningful (50%-70%, rounded estimate: 60%) recovery in a default. The combination of wages pressure, unfavorable payor mix shift, and continued acquisition activity will result in persistent margin pressure and minimal cash flow generation over the next few years. ASP NAPA Holdings posted cash flow deficits in each of the past two years. For 2019, the deficit was $4 million. S&P expects cash flow to improve a little for 2020, but to remain weak at about breakeven. Although the company has taken steps to improve its receivable days as well as manage its overall revenue cycle management (RCM) issues, S&P believes free cash flow will remain weak. NAPA has been facing wage pressure from a tight labor market that contributes to significant wage increases for existing staff and nurses as higher locum expenses at new sites. As a result, S&P expects EBITDA margins to remain pressured (S&P's adjusted EBITDA margin declined by 80 basis points in full-year 2019 from 12.6% in 2018), resulting in leverage above 6.5x in 2020-2021 and minimal cash flow generation. In addition, the rating agency believes NAPA will continue to integrate acquisitions to supplement its flat same-store patient volumes, resulting in elevated working capital needs and constraining cash flow generation. The negative outlook reflects S&P's view that wages pressure and elevated working capital needs to support the company's growth investments could constrain earnings and cash flow possibly leading to further underperformance. The outlook also reflects the approaching maturity on the company's revolver due April 2021 and the increased risk of a violation of its first-lien leverage covenant after the stepdown in March 2020. "We could downgrade the company if it continues to struggle to convert growing revenue and EBITDA into better cash flow. We could also lower the rating if we believe the company does not have ability to remain in compliance with its financial covenants. We could consider lowering our rating on NAPA if the step down of its financial covenants in March 2020 significantly impairs liquidity or the company does not appear to have a plan to replace or extend the maturity of the revolver well ahead of its maturity date of April 2021," S&P said. "We could raise the rating if the company improves its margins and working capital such that it consistently generates annual free cash flow of more than $10 million," the rating agency said. ASPEN LANDSCAPING: Unsecureds Get 90% Dividend in Plan ------------------------------------------------------ Aspen Landscaping Contracting, Inc., filed a First Amended Chapter 11 Plan and a corresponding Disclosure Statement. Aspen's main asset is the accounts receivable from the current projects that it is completing. Aspen estimates that the accounts receivable as of the Petition Date are approximately $3 million. Aspen also asserts it is owed approximately $1 million in retainage. Holders of Class 11 General unsecured claims are IMPAIRED. Total amount of general unsecured claims is still being determined in light of the fact that certain claims are subject to objection and reclassification, but are anticipated between $1 million and $2 million. General unsecured creditors are projected to recover 90 percent. Allowed Class 11 Claims will be paid a dividend of 90 percent as follows: 10% percent in year 1; 15% in year 2; 20% in years 3, and 4; and 25% in year 5. Payments may be made quarterly. The funds necessary for funding the Plan will be derived from funds on hand on the Effective Date and from future earnings of the Debtor. In addition, Maria A. Fuentes will pay certain "new value" in the amount of $500,000 to obtain the Interests in the Reorganized Debtor subject to the sale process set forth. The hearing at which the Court will determine whether to confirm the Plan will take place on April 17, 2020, at 10:00 a.m., in Courtroom 3B, United States Bankruptcy Court, Martin Luther King Jr. Federal Building & Courthouse, 50 Walnut Street, Third Floor, Newark, New Jersey 07102. Objections to the confirmation of the Plan must be filed and served by April 9, 2020. Your ballot must be received by April 9, 2020, or it will not be counted. A full-text copy of the First Amended Disclosure Statement dated Feb. 17, 2020, is available at https://tinyurl.com/wfg77mb from PacerMonitor.com at no charge. Counsel to the Debtor: Richard D. Trenk, Esq. Robert S. Roglieri, Esq. McMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue, Second Floor Roseland, New Jersey 07068 Tel: (973) 622-1800 E-mail: rtrenk@msbnj.com rroglieri@msbnj.com About Aspen Landscaping Contracting Aspen Landscaping Contracting, Inc. -- https://www.aspennj.net/ -- is a landscaping contractor located in Union, New Jersey serving commercial and residential clients. The company offers wetland mitigation, planting, hydroseeding, irrigation, railroad spraying, tree removal/pruning/clearing, erosion control/soil stabilization, soil procurement and grading, and landfill work. Aspen Landscaping Contracting sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-31885) on Nov. 20, 2019, in Newark, New Jersey. In the petition was signed by Maria A. Fuentes, president, the Debtor was listed with total assets at $2,429,468 and total liabilities at $2,510,983. Judge Vincent F. Papalia oversees the case. MCMANIMON, SCOTLAND & BAUMANN, LLC, is the Debtor's counsel. SAX, LLP, serves as accountant to the Debtor. ATLAS INTERMEDIATE: S&P Assigns 'B' ICR; Outlook Stable ------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to U.S.-based infrastructure professional and technical services company Atlas Intermediate Holdings LLC with stable outlook. At the same time, S&P assigned its 'B' issue-level rating to the $281 million first-lien senior secured term loan due 2027 issued by Atlas to partly fund the acquisition of the company by Boxwood Merger Corp. for $628 million. S&P's '3' recovery rating indicates its expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a payment default. The rating on Atlas reflects S&P's view of the company's modest size and narrow geographic scope in the broader global engineering and construction (E&C) services industry. Atlas has reached national scale, following recent acquisitions, in the highly fragmented infrastructure and construction testing, inspection, and certification market in the U.S. However, S&P believes overall demand depends on the economic strength of the transportation, commercial, and industrial markets, which comprise the majority of the company's revenue base. Further, S&P's view of the company's financial risk reflects increased leverage pro forma for the transaction and majority ownership by a financial sponsor as a publicly listed company. The stable outlook on Atlas reflects S&P's view that the company will experience an increase in margins over the next 12 months as expenses related to the business combination will not recur and revenues should grow modestly driven by demand for maintenance of an aging installed base of infrastructure assets. S&P assumes this will result in FOCF of about 5% of adjusted debt and adjusted debt to EBITDA in the mid-6x area over the next 12 months. "We could lower our rating on Atlas during the next 12 months if it appears EBITDA margins will deteriorate substantially beyond our expectations on a sustained basis, such that we anticipate adjusted debt to EBITDA will increase above 6.5x on a sustained basis or FOCF to adjusted debt will approach zero. This could be caused by an unexpected decline in market conditions resulting in reduced demand for its testing and inspection services. Alternatively, we could lower the rating if the company continues its acquisition strategy by pursuing large debt-financed transactions, increasing adjusted debt to EBITDA above 6.5x," S&P said. "Although unlikely, we could raise the rating if we believe that the company's financial sponsor owners would support adjusted debt levels approaching 4x EBITDA on a sustained basis, along with FOCF to adjusted debt consistently around at least 10%, and if we believed the chances of the company re-leveraging beyond 5x were minimal," the rating agency said. BL RESTAURANTS: Russell R. Johnson III Represents Utility Companies ------------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Russell R. Johnson III, PLC submitted a verified statement to disclose that it is representing the utility companies that provided prepetition utility goods/services to the Debtors, and continue to provide post-petition utility goods/services to the Debtors in the Chapter 11 cases of BL Restaurants Holdings, LLC, et al. The names and addresses of the Utilities represented by the Firm are: a. Salt River Project Attn: Diana Greer/ISB 232 2727 E. Washington St. Phoenix, AZ 85034-1403 b. Baltimore Gas and Electric Company PECO Energy Company Attn: Lynn R. Zack, Esq. Assistant General Counsel Exelon Corporation 2301 Market Street, S23-1 Philadelphia, PA 19103 c. Commonwealth Edison Company Attn: Erin Buechler Claims & Collection Counsel 3 Lincoln Centre Oakbrook Terrace, IL 60181 d. Connecticut Light and Power Company NStar Electric Company, Eastern Massachusetts Attn: Honor S. Heath, Esq. Eversource Energy 107 Selden Street Berlin, CT 06037 e. The Cleveland Electric Illuminating Company Toledo Edison Company Attn: Kathy M. Hofacre FirstEnergy Corp. 76 S. Main St., A-GO-15 Akron, OH 44308 f. Constellation NewEnergy, Inc. Constellation NewEnergy – Gas Division, LLC Attn: C. Bradely Burton Credit Analyst Constellation Energy 1310 Point Street, 12th Floor Baltimore, MD 21231 g. NextEra Energy Services Ohio, LLC Attn: John Gray, Esq. Senior Attorney NextEra Energy Resources 20455 SH 249, Suite 200 Houston, TX 77070 The nature and the amount of claims (interests) of the Utilities, and the times of acquisition thereof are as follows: a. The following Utilities have unsecured claims against the above-referenced Debtors arising from prepetition utility usage: Baltimore Gas and Electric Company, Commonwealth Edison Company, Constellation NewEnergy, Inc., Constellation NewEnergy – Gas Division, LLC, Connecticut Light & Power Company, NStar Electric Company, Eastern Massachusetts, The Cleveland Electric Illuminating Company, Toledo Edison Company, NextEera Energy Services Ohio, LLC and PECO Energy Company. b. For more information regarding the claims and interests of the Utilities in these jointly-administered cases, refer to the Objection of Certain Utility Companies To the Debtors' Motion For Entry of Interim and Final Orders (I) Prohibiting Utility Providers From Altering, Refusing, or Discontinuing Utility Services, (II) Determining Adequate Assurance of Payment For Future Utility Services, (III) Establishing Procedures For Determining Adequate Assurance of Payment, and (IV) Granting Related Relief (Docket No. 140) filed in the above-captioned, jointly-administered, bankruptcy cases. c. Salt River Project holds a surety bond that secured prepetition debt. The Law Firm of Russell R. Johnson III, PLC was retained to represent the foregoing Utilities in January and February 2020. The circumstances and terms and conditions of employment of the Firm by the Companies is protected by the attorney-client privilege and attorney work product doctrine. The Firm can be reached at: LAW FIRM OF RUSSELL R. JOHNSON III, PLC Russell R. Johnson III, Esq. 2258 Wheatlands Drive Manakin-Sabot, VA 23103 Telephone: (804) 749-8861 Facsimile: (804) 749-8862 E-mail: russell@russelljohnsonlawfirm.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/7MkMyh About BL Restaurants Founded in 1991, BL Restaurants Holding, LLC operates gastrobars at various locations including lifestyle centers, traditional shopping malls, event locations, central business districts and other stand-alone specialty sites. BL Restaurants and three affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-10156) on Jan. 27, 2020. At the time of the filing, the Debtors were estimated to have assets of between $50 million and $100 million and liabilities of between $100 million and $500 million. The petitions were signed by Howard Meitiner, chief restructuring officer. The Debtors tapped Klehr Harrison Harvey Branzurg LLP as legal counsel; Configure Partners LLC as investment banker; Carl Marks Advisory Group LLC as restructuring advisor; and Epiq Bankruptcy Solutions Inc as notice and claims agent. BRINK'S CO: S&P Alters Outlook to Negative, Affirms 'BB+' ICR ------------------------------------------------------------- S&P Global Ratings revised to negative from stable its outlook on Richmond, Va.-based The Brink's Co., which plans to purchase the majority of G4S PLC's cash operations business for $860 million in a mostly debt-financed acquisition, with initial funding sourced from borrowings under the credit facility. At the same time, S&P affirmed its 'BB+' issuer credit rating on Brink's and its 'BB' issue-level rating on the company's unsecured notes due 2027. S&P's '5' recovery rating remains unchanged. The affirmation reflects S&P's generally favorable view of the acquisition and Brink's improved global footprint. The acquisition will further entrench Brink's leading market position by increasing its revenue scale to over $4.5 billion, broadening its geographic reach beyond 135 countries, and expanding its market share to 30%. In global cash-in-transit (CIT) market, Brink's is currently trailed by Loomis (unrated, $2.2 billion of revenue in 20 countries), Prosegur Cash ($2 billion in 22 countries), and Garda ($0.8 billion in two countries). The acquisition, which the company expects to contribute $115 million to its adjusted EBITDA, will introduce Brink's to several new markets in countries across Europe and Asia, among others. S&P views global CIT opportunities favorably due to the stronger fundamentals for cash usage overseas relative to North America. That said, while the increased global penetration is important for the company's competitive advantage, it offers limited cost benefits due to the dispersed nature of the territories (contrary to North America which offers substantial route-density benefits). In addition, geographic expansion further exposes Brink's to foreign exchange-related challenges. The negative outlook on Brink's reflects the integration risk and incremental debt burden associated with its acquisition of the majority of G4S' cash solutions business, which will increase its adjusted leverage to more than 4x and reduce its FFO to debt to about 17%. The outlook also incorporates the possibility that the company's credit metrics will remain elevated over the next 12 months if it experiences any operational hurdles. "We could revise our outlook on Brink's to stable over the next 12 months if it demonstrates solid execution on its integration of G4S', implements planned cost improvement initiatives, and increases its revenue, thereby improving FFO to debt beyond 20%," S&P said. "We could lower our ratings on Brink's over the next 12 months if it experiences difficulty in integrating its acquisitions or incurs unforeseen customer losses or other operational missteps that lead to a prolonged contraction in its profitability which prevents the improvement of FFO-to-debt above 20%. We could also lower our ratings if the company engages in substantial debt-funded acquisitions, causing it to maintain a higher-than-expected level of debt leverage, or if it transitions to a more aggressive financial policy that includes debt-funded share repurchases," the rating agency said. BRINK'S COMPANY: Moody's Affirms Ba1 CFR & Alters Outlook to Neg. ----------------------------------------------------------------- Moody's Investors Service affirmed The Brink's Company's Ba1 Corporate Family rating, Ba1-PD Probability of Default rating and Ba2 senior unsecured ratings. The Speculative Grade Liquidity rating was downgraded to SGL-3 from SGL-2. The ratings outlook was revised to negative from stable. Brink's announced it has agreed to purchase from G4S plc ("G4S") certain cash solutions businesses for GBP660 million in cash. Brink's will acquire the G4Si global logistics division and cash-in-transit operations mostly in Europe and Asia, but will not acquire G4S's cash solutions businesses in the US, UK and certain other countries. Brink's expects to close and fund the acquisition in several stages over the course of 2020. Brink's estimates the acquired businesses will have 2020 revenue and adjusted EBITDA (as defined by Brink's, before anticipated cost reduction targets) of over GBP650 million and around GBP100 million, respectively. RATINGS RATIONALE "Brink's acquisition of certain G4S businesses will expand its already leading cash-in-transit and secured logistics capabilities to more countries and for additional customers, but leverage will be elevated while it integrates the wide array of geographically diverse assets," said Edmond DeForest, Moody's Vice President and Senior Credit Officer. The Ba1 CFR reflects Brink's market leadership across a number of security related services, its geographic diversification and Moody's expectations for mid-single-digit percent organic revenue growth (before currency translation impacts). Moody's anticipates Brink's may add around $1 billion of incremental debt to purchase the G4S cash solutions businesses, driving debt to EBITDA of about 3.3 times as of December 31, 2019 to around 4.2 times pro forma for $1 billion of additional debt and $100 million of acquired EBITDA. However, Moody's anticipates financial leverage will return to below 3.5 times in 2021, driven by mid-single-digit percent organic revenue growth (before currency translation impacts), EBITA margin expansion to approaching 13% from about 11% at December 31, 2019, the achievement of approximately $20 million of planned G4S merger-related cost reductions and debt repayment. All financial metrics cited reflect Moody's standard analytical adjustments, unless otherwise noted. Growth and profit rate expansion should be driven by higher-profit new products, ongoing expense management initiatives and lower operating costs enabled by efficiency-oriented investments, including single-driver vehicles. However, expenses associated with the debt-financed G4S acquisition, including transaction fees and integration costs, and elevated capital expenditures in growth and efficiency investments will pressure and limit free cash flow. Revenue growth could be limited by volume and pricing pressure and currency translation impacts. Additional factors pressuring volumes and profitability include the growth of non-cash payment methods, volatile retail expenditures and diamond and jewelry shipments, structural cost issues (pensions) and pricing pressure given a challenging banking industry environment. International operations account for the majority of revenues and preponderance of profits, notably in volatile markets including Mexico, Argentina and Brazil, but the company's debt is denominated in US dollars. Moody's considers Brink's environmental and social risks as limited. There are reputational risks attendant to possible use of firearms by its employees during occasional criminal incidents. Moody's considers Brink's financial strategies transparent, consistent with other publicly-traded companies, but aggressive and opportunistic. Brink's is an active acquirer of related businesses, generally using debt proceeds to fund its purchases. The company has also boosted cash returns to shareholders over the past few years. Moody's anticipates additional debt financed acquisitions in the future, although not of the scale of G4S and not within the next 12 months, as well as growth capital investments. However, Brink's has indicated it will seek to maintain net debt to EBITDA (as defined by the company) below 3 times. The downgrade of the SGL rating to SGL-3 from SGL-2 is driven by the burden of the large cash-funded acquisition on Brink's existing committed liquidity sources. The SGL-3 liquidity rating reflects Moody's assessment of Brink's overall liquidity as adequate. Although Brink's has not yet announced the sources of financing for the G4S asset purchases, Moody's assumes the company will seek additional permanent financing sources. In the meanwhile, Brink's could use some combination of its $311 million of unrestricted cash and around $800 million available under its $1 billion senior secured revolving credit facility (unrated) due 2024 as of December 31, 2019, as well as around $150 million of anticipated free cash flow in 2020, to fund the acquisition. There is also $40 million of annual required term debt amortization. If Moody's anticipates Brink's cannot or will not seek additional permanent financing sources to improve its liquidity profile by, for instance, regaining access to a large portion of its $1 billion senior secured revolving credit facility, the liquidity and credit ratings could be downgraded. The company must comply with financial covenants applicable to its secured indebtedness, including maximum net leverage and minimum interest coverage tests (as defined in the secured facility agreement); Moody's expects Brink's will comfortably comply with the tests over the next year. The Ba2 senior unsecured rating reflects the Ba1-PD PDR and a loss given default assessment of LGD5, reflecting effective subordination to all the secured debt, including the $1 billion revolver and $770 million of term loans (unrated) due 2024 outstanding as of December 31, 2019. The senior notes are guaranteed by substantially all of the domestic subsidiaries of the company. The negative ratings outlook reflects Moody's concerns that weaker than expected financial results, greater cost or time to achieve cost reduction targets or additional debt-funded acquisitions could cause Brink's financial leverage to remain elevated in 2021 and beyond. The ratings outlook could be revised to stable if Moody's anticipates profit rate expansion, free cash flow growth, an improved liquidity profile and debt to EBITDA below 3.5 times. Higher ratings are possible if an extended improvement in financial performance through consistent revenue and earnings growth and material free cash flow generation becomes adequate to fund Brink's acquisition and growth investments. Moody's could upgrade the ratings if it anticipates Brink's will sustain: 1) debt to EBITDA below 2.5 times; 2) EBITA to interest expense above 4 times; 3) free cash flow to debt exceeding 10%; 4) balanced financial policies; and 5) a low proportion of secured to total debt. A downgrade of the ratings is possible if Moody's anticipates: 1) debt to EBITDA sustained above 3.5 times; 2) declines in EBITA margins; 3) weak or no free cash flow growth; 4) diminished liquidity; or 5) more aggressive financial policies, including the use of debt proceeds to increase shareholder returns. Issuer: Brink's Company (The) Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD5) Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Outlook, Changed To Negative From Stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. The Brink's Company (NYSE:BCO), headquartered in Richmond, VA, provides security-related services on a global basis. Services include cash-in-transit, secure transportation of valuables, ATM servicing, payment services, guarding and related logistics. Moody's expects revenue of over $3.5 billion (without the businesses acquired from G4S) in 2020. BROWNIE'S MARINE: Receives $125K From Partial Exercise of Warrant ----------------------------------------------------------------- As previously reported on March 7, 2019 Brownie's Marine Group, Inc. issued and sold to Mr. Charles Hyatt, an accredited investor, a unit of the securities of the Company, with the unit consisting of 50,000,000 shares of the Company's common stock, par value $0.0001 per share and 50,000,000 eighteen month common stock purchase warrants exercisable at $0.01 per share. On Feb. 23, 2020, Mr. Hyatt exercised a portion of the Warrant representing 12,500,000 shares of the Company's common stock. The Company received proceeds of $125,000 from this partial Warrant exercise and the Company did not pay any fees or commissions in connection with the exercise of a portion of the Warrant. The Company is using the proceeds for general working capital. The issuance of the shares of the Company's common stock to Mr. Hyatt upon the partial exercise of the Warrant was exempt from registration under the Securities Act of 1933, as amended, in reliance on an exemption provided by Section 3(a)(9) of such act. About Brownie's Marine Headquartered in Pompano Beach, Florida, Brownie's Marine Group, Inc. -- http://www.browniesmarinegroup.com/-- designs, tests, manufactures and distributes recreational hookah diving, yacht based scuba air compressor and nitrox generation systems, scuba and water safety products through its wholly owned subsidiary Trebor Industries, Inc. and manufactures and sells high pressure air and industrial gas compressor packages through its wholly owned subsidiary Brownie's High Pressure Compressor Services, Inc. The Company sells its products both on a wholesale and retail basis, and does so from its headquarters and manufacturing facility in Pompano Beach, Florida. The Company does business as (dba) Brownie's Third Lung, the d/b/a name of Trebor Industries, Inc. and Brownie's High Pressure Compressor Services, Inc. Brownies Marine reported a net loss of $1.30 million for the year ended Dec. 31, 2018, compared to a net loss of $248,744 for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $1.78 million in total assets, $1.68 million in total liabilities, and $103,938 in total stockholders' equity. Liggett & Webb, P.A., in Boynton Beach, Florida, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 7, 2019, citing that the Company has experienced net losses for consecutive periods and has a large accumulated deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. C&S WHOLESALE: S&P Affirms 'B+' ICR, Ratings Off Watch Negative --------------------------------------------------------------- S&P Global Ratings removed the ratings on Keene, N.H.-based distributor C&S Wholesale Grocers Inc. (C&S) from CreditWatch with negative implications, where S&P placed them on Dec. 13, 2019 following the announcement of its key customer loss, and affirmed the 'B+' issuer credit rating. At the same time, S&P affirmed its 'BB' issue-level rating on the company's revolver and 'BB-' issue-level rating on its senior notes. The recovery ratings are unchanged including its '1' recovery rating on the asset-based lending (ABL) facility. Once the secured notes are redeemed (expected to occur on March 23), S&P will discontinue its ratings on the company. The affirmation reflects C&S' significant debt pay down and S&P's expectation that the company will have sufficient cushion to absorb the gradual loss of contracts with Ahold Delhaize USA (Ahold) and other industry headwinds. S&P downgraded C&S in 2019 as the loss of its top customers weakened the company's competitive position. Pro forma for the repayment of its upcoming senior notes maturities, S&P expects leverage to remain below 5x. Additionally, despite the loss of contracts with Ahold, the rating agency expects further deleveraging in 2020 as a result of better margins. The decline in Ahold's purchase volumes will be gradual until 2024 and S&P estimates that about 20% of the company's current sales will be lost by the end of fiscal 2022 (ending September 2022). S&P expects management to implement measures to implement cost-savings and efficiency measures to improve profitability and offset pressure from the topline declines. S&P's base case assumes limited acquisition activity in the next one to two years as the company focuses on improving margins and credit metrics, although the rating agency notes the industry's consolidating dynamic could result in future M&A. The stable outlook on C&S reflects S&P's expectation that the company will be able to sustain EBITDA margins, adequate liquidity, and a narrow range of credit metrics including adjusted debt to EBITDA between 4x and 4.5x and funds from operations (FFO) to debt of 15% to 20% over the next 12 months. The rating agency also expects C&S' acquisition activity will be limited in the next one to two years as the company focuses on improving its thin margins as it faces the gradual loss of contracts with Ahold Delhaize USA and a challenged grocery environment. "We could lower the rating during the next 12 months if we expect adjusted debt to EBITDA to remain above 5x or if FFO to total debt approaches 12%. This could occur if the company underperforms our expectations whether due to continued industry challenges, failure to achieve planned cost savings or if the company losses another major customer. We could also lower the rating if we expect a more aggressive financial policy possibly driven by debt-financed acquisitions," S&P said. "We could raise our ratings if we expect C&S to maintain leverage of less than 4x and FFO to total debt of about 20% or higher and we forsee positive operating performance trends for sales (excluding Ahold) and in profitability," the rating agency said. CALFRAC WELL: S&P Raises ICR to 'CCC-' After Debt Exchange ----------------------------------------------------------- S&P Global Ratings raised its long-term issuer credit rating on Calgary, Alta.-based Calfrac Well Services Ltd. to 'CCC-' from 'SD' after the company completed distressed debt exchange, which reduced its debt by US$98 million. The rating agency also raised its issue-level rating on the company's senior unsecured notes involved in the distressed debt exchange to 'CC' from 'D'. At the same time, S&P revised its recovery rating on the unsecured debt to '5' from '4'. S&P's 'CCC-' issuer credit rating on Calfrac reflects the likelihood of additional distressed exchanges in the near term, given the company's still-high debt load and current bond trading levels. The company recently completed a debt exchange for a portion of its unsecured notes due 2026 (US$218 million of total US$650 million) for new US$120 million second-lien secured notes due 2026--45% below par value. The transaction reduced the company's debt by US$98 million (about C$130 million) and cash interest by US$5.5 million (about C$7.3 million). Still, S&P believes the debt and interest burden remains high and unsustainable in the long term. With the company's longer-dated unsecured debt still trading below 30% to par, S&P believes Calfrac could consider additional debt exchanges the rating agency would view as distressed in the near term. The negative outlook reflects S&P's view that Calfrac's operating challenges will continue in 2020, which would pressure the company's already negative FOCF and liquidity position such that distressed debt restructuring becomes likely in the near term. "We would lower the rating if continued free cash flow deficits or credit facility borrowing base limitations result in accelerated deterioration in Calfrac's liquidity position. In such a scenario, the company would face an increased risk to meet its financial commitments and maintenance capital spending requirements, such that there is a heightened possibility of further debt restructurings that we view as distressed," S&P said. "We could raise the rating if we believe the company would no longer consider a debt exchange we would view as distressed. For this to happen, we would expect improving market conditions for pressure pumping will enable the company to generate neutral-to-positive free cash flows and strengthen its liquidity position, such that it would be able to fully fund its financing and capital spending requirements from operating cash flows," the rating agency said. CALIFORNIA RESOURCES: Reports $28 Million Net Loss for 2019 ----------------------------------------------------------- California Resources Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to common stock of $28 million on $2.63 billion of total revenues for the year ended Dec. 31, 2019, compared to net income attributable to common stock of $328 million on $3.06 billion of total revenues for the year ended Dec. 31, 2018. Including hedge settlements, the 2019 results reflected higher year-over-year oil and natural gas sales despite a lower oil price environment. Adjusted net income for 2019 was $70 million, or $1.40 per diluted share, compared with an adjusted net income of $61 million, or $1.27 per diluted share, for 2018. The 2019 adjusted net income excluded $166 million of non-cash derivative losses, a net gain of $126 million from debt repurchases, $47 million in severance and termination benefits and a net $11 million charge related to other unusual and infrequent items. Adjusted net income for 2018 excluded $224 million on non-cash derivative gains, a net gain of $57 million from debt repurchases, $4 million in severance and termination benefits and a net $10 million charge related to other unusual and infrequent items. Total daily net production volumes averaged 128,000 BOE per day for full year 2019, compared with 132,000 BOE per day for 2018, a decrease of 3 percent. The 2018 volumes reflect three quarters of production from the April 2018 Elk Hills acquisition. The 2019 volumes reflect the effect of the strategic Lost Hills divestiture that occurred in May 2019. In 2019, realized crude oil prices, including the effect of settled hedges, increased $6.05 per barrel to $68.65 per barrel from $62.60 per barrel in 2018. Settled hedges increased 2019 realized crude oil prices by $3.82 per barrel, compared with a reduction of $7.51 per barrel for the same period in 2018. Realized NGL prices decreased 27 percent, or $11.96 per barrel to $31.71 per barrel in 2019 from $43.67 per barrel in 2018. Realized natural gas prices decreased $0.13 per Mcf to $2.87 per Mcf, compared with $3.00 per Mcf in 2018, largely due to increased national supply and milder weather in 2019. Production costs for full year 2019 were $895 million, or $19.16 per BOE, compared to $912 million, or $18.88 per BOE, in 2018. The decrease in total production costs was primarily attributable to the Lost Hills divestiture along with the effect of the workforce reduction and lower downhole maintenance activity, while per unit costs increased with the decline in total production. Per unit production costs, excluding the effect of PSCs, were $17.70 and $17.47 per BOE for 2019 and 2018, respectively. G&A expenses for the full year of 2019 were $290 million, compared to $299 million in the same prior-year period, with the decrease largely due to lower equity compensation expense in 2019 as a result of a lower stock price and a reduction in headcount in the fourth quarter of 2019. Taxes other than on income were $157 million for 2019 compared to $149 million in 2018. Exploration expense of $29 million for 2019 was 15 percent lower than the $34 million in 2018. CRC's internally funded capital investment in 2019 totaled $407 million, of which $302 million was directed to drilling and capital workovers. CRC's JV partners invested $205 million in 2019, all of which was directed to drilling. Of the Company's JV partners' investment, BSP invested $48 million which is included in CRC's consolidated results. Cash provided by operating activities for the full year of 2019 was $676 million and free cash flow was $269 million after taking into account CRC's internally funded capital. As of Dec. 31, 2019, the Company had $6.96 billion in total assets, $709 million in total current liabilities, $4.87 billion in long-term debt, $146 million in deferred gain and issuance costs, $720 million in other long-term liabilities, $802 million in redeemable noncontrolling interests, and total deficit of $296 million. California Resources reported a net loss attributable to common stock of $67 million, or $1.36 per diluted share, compared to net income attributable to common stock of $346 million, or $7.00 per diluted share, for the same period of 2018. Adjusted net income for the fourth quarter of 2019 was $36 million, or $0.73 per diluted share. For the full year of 2019, CRC reported a net loss attributable to common stock of $28 million, or $0.57 per diluted share. Todd A. Stevens, CRC's president and chief executive officer, commented, "We are extremely proud that we reduced our outstanding net debt at year end below $5 billion. We believe our announced exchange transaction could reduce our debt by almost $1 billion and is one of several steps moving towards our target leverage ratio below 3x. In 2019, we received strong confirmation of our ESG and operational efforts, including earning a Leadership Level ranking of A- on our climate disclosure from CDP and achieving a noteworthy safety record of no recordable injuries among our employees during the year." Stevens continued, "Our VCI metric instills capital discipline and provides for consistent and effective capital allocation. In 2019, we advanced CRC's capital investment plans by entering into our third major development joint venture, with Alpine Energy Capital committing up to $500 million of investments in our flagship Elk Hills field. We also increased our adjusted EBITDAX margins in 2019 for the third year in a row by optimizing our operations and consolidating our organization." "Further, our decision to utilize more JV capital in the fourth quarter instead of internally funded capital, plus impacts from power outages and fires, led CRC's net production to the low end of our production guidance. We are entering 2020 with an internally funded capital program of $100 to $300 million, which we will adjust as warranted based on market conditions. We expect our JV capital program in Elk Hills will increase our total capital program by $160 to $200 million to support a total 2020 capital program of approximately $260 to $500 million." A full-text copy of the Form 10-K is available for free at: https://is.gd/gyLhyT About California Resources California Resources Corporation -- http://www.crc.com/-- is an oil and natural gas exploration and production company headquartered in Los Angeles, California. CRC operates its resource base exclusively within the State of California, applying complementary and integrated infrastructure to gather, process and market its production. * * * In March 2019, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on California Resources Corp. The affirmation reflects S&P's expectation that CRC will continue to support its liquidity by balancing its spending with its cash flow, selling non-core assets, and potential for joint ventures in 2019 as mentioned in the Company's fourth quarter conference call. In November 2017, Moody's Investors Service upgraded California Resources' Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD' from 'Caa2-PD'. Moody's said the upgrade of CRC's CFR to 'Caa1' reflects CRC's improved liquidity and the likelihood that it will have sufficient liquidity to support its operations for at least the next two years at current commodity prices. CALIFORNIA RESOURCES: S&P Affirms 'B' First-Lien Loan Rating ------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issue-level rating on California Resources Corp.'s first-lien loans. The recovery rating remains '1', indicating S&P's expectation of very high (90% to 100%; rounded estimate: 95%) recovery. S&P lowered the issuer credit rating on the company to 'CC' from 'CCC+' and its issue-level rating on the company's 2021, 2022, and 2024 notes to 'CC' (and will lower these to 'D' upon completion of the transaction). The recovery rating on the 2022 second-lien notes remains '2', indicating S&P's expectation of substantial (70%-90%; rounded estimate: 80%) recovery in the event of a payment default. Similarly, the recovery rating on the 2021 and 2024 unsecured notes remains '6', indicating S&P's expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. The downgrade follows the company's announcement of a potential exchange transaction that aims to swap CRC's 8% second-lien notes due 2022, 5.5% unsecured notes due 2021, and its 6% unsecured notes due 2024 into two packages of new securities including a) "RoyaltyCo" notes and RoyaltyCo Class B shares or b) 1.75 lien term loan and CRC warrants. The company is prioritizing the second-lien notes, followed by the 2021 and 2024 unsecured notes, respectively. Additionally, CRC is soliciting consents from holders of each issue to permit the incurrence of more secured debt (requiring at least majority of principal amount of each issue). The proposed transactions are not contingent on a minimal amount of notes tendered nor receipt of the aforementioned consents. The offers expire on March 18, with an early participation deadline of March 4. The transaction is currently supported by approximately 25% of the second lien notes, 27% of the 2021's and 5% of the 2024's. The negative outlook reflects the possibility of holders of existing notes exchanging into new securities at what S&P considers to be lower value than originally promised. Should this occur, S&P will lower the issuer credit rating to 'SD'. "We would lower the issuer credit rating upon completion of the debt exchange or conventional default," S&P said. "We could raise our ratings on CRC if we no longer expect default to be a virtual certainty. This could occur if the company comprehensively addresses its over-levered capital structure and upcoming debt maturities without utilizing an exchange we view as distressed," the rating agency said. CANCER GENETICS: Court Dismisses Class Action Suit Pending in N.J. ------------------------------------------------------------------ The United States District Court for the District of New Jersey granted Cancer Genetics, Inc.'s motion to dismiss with prejudice a purported class action complaint filed on April 5, 2018 against the Company and members of its management, captioned In re Cancer Genetics, Inc. Securities Litigation. As previously reported, the complaint alleged that the Company and members of its management violated federal securities laws by making allegedly false and misleading statements. The Court's written order dismissed the case in its entirety with prejudice, resulting in a termination of all claims. The plaintiffs have not indicated whether they will appeal the dismissal. About Cancer Genetics Headquartered in Rutherford, New Jersey, Cancer Genetics, Inc. -- http://www.cancergenetics.com/-- develops, commercializes and provides molecular- and biomarker-based tests and services, including proprietary preclinical oncology and immuno-oncology services, that enable biotech and pharmaceutical companies engaged in oncology and immuno-oncology trials to better select candidate populations and reduce adverse drug reactions by providing information regarding genomic and molecular factors influencing subject responses to therapeutics. CGI operates across a global footprint with locations in the United States, Australia, and China. Cancer Genetics reported a net loss of $20.37 million in 2018 following a net loss of $20.88 million in 2017. At Sept. 30, 2019, the Company had total assets of $20.83 million, total liabilities of $13.37 million, and $7.46 million in total stockholders' equity. RSM US LLP, in New York, the Company's auditor since 2010, issued a "going concern" opinion in its report on the Company's consolidated statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses, and has an accumulated deficit and negative cash flows from operations. The Company is also in violation of certain debt covenants. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CAPSTONE LOGISTICS: S&P Affirms 'B-' ICR on Refinancing ------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Capstone Logistics Acquisition Inc., which plans to issue a $395 million first-lien term loan, $105 million second-lien term, and $75 million revolving credit facility to refinance its entire existing debt structure. S&P also assigned its 'B-' issue-level rating and '3' recovery rating (55% rounded estimate) to the proposed $75 million revolver and $395 million first-lien term loan. Although the transaction increases Capstone's debt levels modestly, it alleviates any short-term liquidity concerns by extending maturities. Capstone will add around $50 million of secured debt to its balance sheet (compared with a current total of around $525 million, including first- and second-lien term loan, and full availability under revolver) through the larger revolver and issuing new first- and second-lien debt that exceed the value of its currently outstanding debt. The company plans to use some of the additional debt to repay an outstanding bridge loan issued in late 2019 to finance its acquisition of Priority Express, a last mile delivery services provider for the e-commerce and healthcare industries. However, with maturities being extended to 2025 and beyond (proposed revolver due 2025, first-lien term loan due 2027, and second-lien term loan due 2028), the transaction relieves Capstone of all of its near-term maturities, since its existing first-lien facilities matured in 2021 and second-lien term loan matured in 2022. The stable outlook on Capstone reflects S&P's belief that the company's credit metrics will improve modestly over the next 12 months as the company benefits from organic growth in its core freight-unloading business, and expands its presence in the newer business segments. S&P expects debt to EBITDA to improve to around 7x in 2020 from the mid-7x area in 2019, while FFO to debt remains in the mid-single-digit percent area over the same period. "We could lower our ratings on Capstone over the next year if the company pursues additional debt-financed acquisitions or if the company experienced any unforeseen operational issues that could weaken its operating results and lead us to believe that its leverage or liquidity position is no longer sustainable," S&P said. "Although unlikely, we could raise our ratings on Capstone over the next year if it generates better-than-expected operating results. Specifically, debt to EBITDA below 6.5x and FFO to debt in the high-single-digit percent area on a sustained basis. We would also need to believe the company and its sponsors are committed to maintaining its credit metrics within this range," the rating agency said. CARMEL MEDICAL: CIBM Objects to Debtor's Disclosure Statement ------------------------------------------------------------- CIBM Bank, as a secured creditor, objects to the disclosure statement explaining Carmel Medical Office Building, LLC's Chapter 11 Plan. CIBM points out that the Debtor failed to disclose that the Debtor, the Debtor's sole member, Carmel Investment Group, LLC ("CIG"), and CIG's sole member and president of the Debtor, Zakir Khan ("Khan," together with CIG and the Debtor, the "Debtor Parties") were named as defendants in the CIBM foreclosure. CIBM further points out that the Debtor omitted references to the condition of the Real Property, including any estimate of the deferred maintenance costs, from its Disclosure Statement. CIBM complains that the balance due and owing under the DIP Loan is also unknown and was not disclosed in the Disclosure Statement. CIBM asserts that the Disclosure Statement provides no clear procedures for the sale or auction, including an adequate process for secured lenders to credit bid under 11 U.S.C. Sec. 363(k). According to CIBM, the Disclosure Statement provides no financials or other information regarding Capitol, just boastful, third party references to Capitol's supposed strong financial statements. CIBM points out that the Disclosure Statement provides no information regarding the new Kahn loan and includes no financial information on Kahn. CIBM Bank's Counsel: James A. Knauer Amanda D. Stafford KROGER, GARDIS & REGAS, LLP 111 Monument Circle, Suite 900 Indianapolis, IN 46204-5125 Tel: (317) 692-9000 Fax: (317) 264-6832 E-mail: jknauer@kgrlaw.com astafford@kgrlaw.com About Carmel Medical Office Building Carmel Medical Office Building, LLC, is a Single Asset Real Estate Debtor. The Company owns in fee simple a real property located at 10601 North Meridian Street Indianapolis, having a current value of $5.3 million (based on offer received in 2019). Carmel Medical Office Building, based in Carmel, IN, filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 19-03536) on May 15, 2019. In the petition signed by Zakir H. Khan, president, the Debtor disclosed $6,125,000 in assets and $6,667,625 in liabilities. The Hon. James M. Carr oversees the case. Jeffrey M. Hester, Esq., a partner at Hester Baker Krebs LLC, is the Debtor's bankruptcy counsel. CARMEL MEDICAL: Debtor Objects to CIBM Plan Disclosures ------------------------------------------------------- Debtor Carmel Medical Office Building, LLC, filed an objection to the Disclosure Statement Regarding the Chapter 11 Plan of Liquidation filed by CIBM Bank for the Debtor. The Debtor submits the CIBM Disclosure Statement does not contain enough information about the auction proposed in the CIBM Plan. The Debtor does not disagree with CIBM's analysis concerning why CCI is paying $4,300,000 for the Real Estate, rather than the $3,100,000 appraisal value: because CCI either has -- or thinks it's going to get -- a valuable, long-term deal with Beltway to lease the Real Property. The Debtor points out that the CIBM Disclosure Statement is inadequate because creditors should be advised that the auction is unlikely to yield any overbids. The Debtor further points out that the CIBM Disclosure Statement is not adequate because it fails to classify Vasey Commercial Heating & Air Conditioning ("Vasey") as a secured creditor. Counsel for the Debtor: Jeffrey M. Hester Hester Baker Krebs LLC One Indiana Square, Suite 1330 Indianapolis, IN 46204 Tel: 317.608.1129 Fax: 317.833.3031 E-mail: jhester@hbkfirm.com As reported in the Troubled Company Reporter, CIBM Bank filed a Chapter 11 plan that provides for an auction sale of the Debtor's Real Estate within 30 days of the Confirmation Date. The Auction will be conducted by a Plan Agent appointed by the Court. There is already an offer to purchase the Real Estate from CCI 106th St., LLC ("CCI"). In exchange for making the opening bid and allowing other bidders to know the minimum amount that must be bid to exceed the current offer, CCI is known as a "Stalking Horse" and, should it be outbid, may be paid a fee approved by the Court. CCI's current offer for the Real Estate, subject to terms and conditions stated therein, is $4,300,000. A full-text copy of the CIBM Disclosure Statement dated Jan. 16, 2020, is available at https://tinyurl.com/u9hqlgn from PacerMonitor.com at no charge. About Carmel Medical Office Building Carmel Medical Office Building, LLC is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple a real property located at 10601 North Meridian Street Indianapolis, having a current value of $5.3 million (based on offer received in 2019). Carmel Medical Office Building, based in Carmel, IN, filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 19-03536) on May 15, 2019. In the petition signed by Zakir H. Khan, president, the Debtor disclosed $6,125,000 in assets and $6,667,625 in liabilities. The Hon. James M. Carr oversees the case. Jeffrey M. Hester, Esq., a partner at Hester Baker Krebs LLC, is the Debtor's bankruptcy counsel. CARMEL MEDICAL: Vasey Heating Objects to CIMB Disclosure Statement ------------------------------------------------------------------ Vasey Heating & Air Conditioning, Inc., submitted its objection to the Disclosure Statement Regarding the Chapter 11 Plan of Liquidation filed by CIBM Bank for debtor Carmel Medical Office Building, LLC. The Disclosure Statement should not be approved because it fails to provide "adequate information" to creditors as required under 11 U.S.C. Sec. 1125. Specifically, the Disclosure Statement: (i) fails to account for the interests of Vasey as a secured creditor; (ii) fails to provide sufficient bid procedures for a sale that is at the heart of CIBM's plan of liquidation; (iii) fails to explain how the Plan Agent will be selected; and (iv) fails to specify why the proposed stalking horse bidder should be entitled to significant bid protections. Attorneys for Vasey Commercial Heating & Air Conditioning: Jonathan D. Sundheimer BARNES & THORNBURG LLP 1 South Meridian Street Indianapolis, Indiana 46204 Telephone: (317) 236-1313 Facsimile: (317) 231-7433 E-mail: jsundheimer@btlaw.com About Carmel Medical Office Building Carmel Medical Office Building, LLC, is a Single Asset Real Estate Debtor, as defined in 11 U.S.C. Section 101(51B). The Company owns in fee simple a real property located at 10601 North Meridian Street Indianapolis, having a current value of $5.3 million (based on offer received in 2019). Carmel Medical Office Building, based in Carmel, IN, filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 19-03536) on May 15, 2019. In the petition signed by Zakir H. Khan, president, the Debtor disclosed $6,125,000 in assets and $6,667,625 in liabilities. The Hon. James M. Carr oversees the case. Jeffrey M. Hester, Esq., a partner at Hester Baker Krebs LLC, is the Debtor's bankruptcy counsel. CELLA III: Girod LoanCo Says Plan Not Confirmable ------------------------------------------------- Girod LoanCo, LLC, by far the largest creditor of this estate, submitted an objection to approval of the Disclosure Statement for Cella III LLC's Amended Chapter 11 Plan of Reorganization dated Dec. 31, 2019. Girod points out that the Disclosure Statement lacks adequate information to allow creditors to make an informed judgment about the plan in that it provides little to no information regarding the values of the Debtors' assets, especially the Debtor's rationale for valuing Girod's secured claim at $5.5 million, or roughly $2.5 million below its filed claim amount. Girod further points out that the Debtor is involved in contested litigation with its primary tenant which materially impacts this bankruptcy. A few sentences describing the litigation is hardly sufficient. Importantly, there is no mention made of the substantial risk that a judgment could not be collected against EJGH because it is a municipality. According to Girod that the court should not approve the disclosure statement because it relates to a plan that cannot be confirmed as a matter of law. Girod complains that it goes without saying that creating a separate class and treatment for a secured creditor like Girod is routine and appropriate to account for any deficiency claim. But placing that deficiency claim in a separate class but treated identically as other unsecured creditors is an improper gerrymandering of the vote. Girod points out that the Debtor will not be able to establish a business justification for the separate classification of Girod. Girod further points out that the Plan is unrealistically optimistic about the litigation with EJGH, in large part in order to justify awarding existing equity 100% of the reorganized interests at confirmation. Attorneys for Girod LoanCo, LLC: Brett P. Furr Michael A. Crawford John A. Milazzo, Jr. TAYLOR, PORTER, BROOKS &PHILLIPS L.L.P. Post Office Box 2471 450 Laurel Street, 8th Floor Baton Rouge, Louisiana 70821-2471 Tel: (225) 387-3221 Fax: (225) 346-8049 About Cella III LLC Cella III, LLC, a company based in Metairie, La., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 19-11528) on June 5, 2019. In the petition signed by George A. Cella, III, member and manager, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Jerry A. Brown oversees the case. The Debtor tapped Congeni Law Firm, LLC as bankruptcy counsel; Sternberg, Naccari & White, LLC as special counsel; and Patrick J. Gros, CPA, APAC as accountant. CELLA III: US Trustee Seeks Details of Equity Contribution in Plan ------------------------------------------------------------------ David W. Asbach, Acting United States Trustee for Region 5, objects to the Disclosure Statement. UST points out while the means of implementation refer to an "equity contribution" to be made (see Disclosure, Sec. IV (C), pg 15), nowhere in the Disclosure is there a description of the equity contribution. UST further points out that the description of causes of action to be retained is nonspecific, and insufficient information exists of the dollar amount of any judgment or when sums from litigation may be paid for creditors to determine the distribution they can expect to receive. UST asserts that the Disclosure fails to give an estimate of professional and administrative claims of the Debtor. UST complains that Debtor has failed to attach a pro forma describing its projected income and expenses to the Disclosure. According to UST, the Disclosure describes a plan which violates the absolute priority rule and cannot be confirmed. About Cella III LLC Cella III, LLC, a company based in Metairie, La., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 19-11528) on June 5, 2019. In the petition signed by George A. Cella, III, member and manager, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Jerry A. Brown oversees the case. The Debtor tapped Congeni Law Firm, LLC as bankruptcy counsel; Sternberg, Naccari & White, LLC as special counsel; and Patrick J. Gros, CPA, APAC as accountant. CHHATRALA GRAND: Unsecureds to Get $25K from $11M Sale ------------------------------------------------------ Chhatrala Grand Rapids, LLC, et al., filed a Third Amended Disclosure Statement explaining their Chapter 11 Plan of Liquidation. It is proposed that all assets of the Debtors other than excluded assets such as avoidance actions will be sold to Access Point or a designee pursuant to a credit bid in the amount of $11,000,000 which will preserve the going concern value of the hotel and preserve jobs for the hotel workers. Access will also pay $25,000 to be distributed to general unsecured creditors, $153,000 which will be set forth in the APA for a professional fee escrow, and $50,000 which will be set forth in the APA to Bhavneet Bhogal for her work in preserving the going concern value for the hotel while her husband, Surinder Bhogal, has had significant medical issues. Secured Claims with total claim of $15,983,540. Priority Claims with total claim of $147,875. The Debtors believe that there are general unsecured claims in the amount of approximately $6,600,000 which includes deficiency claims. Attorney for Debtors: Mark H. Shapiro STEINBERG SHAPIRO & CLARK 25925 Telegraph Road, Suite 203 Southfield, MI 48033 Tel: 248-352-4700 E-mail: shapiro@steinbergshapiro.com Co-counsel for Debtors: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 E-mail: bbassel@gmail.com About Chhatrala Grand Rapids and Bhogal Enterprises Chhatrala Grand Rapids, LLC, and its affiliate Bhogal Enterprises, LLC, operate hotels and motels. Chhatrala Grand and Bhogal Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Lead Case No. 19-03908) on Sept. 16, 2019. At the time of the filing, Chhatrala Grand had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million while Bhogal Enterprises had estimated assets of less than $50,000 and liabilities of between $100,000 and $500,000. The case is assigned to Judge John T. Gregg. The Debtor is represented by Mark H. Shapiro, Esq., at Steinberg Shapiro & Clark. CLEVELAND-CLIFFS INC: Moody's Confirms B1 CFR, Outlook Negative --------------------------------------------------------------- Moody's Investors Service confirmed Cleveland-Cliffs Inc. B1 Corporate Family Rating, B1-PD Probability of Default rating and its B3 senior unsecured notes rating. Moody's downgraded Cliffs guaranteed senior secured notes to Ba3 from Ba2, and its guaranteed senior unsecured notes to B2 from B1. At the same time, Moody's assigned a Ba3 rating to Cliffs new $550 million guaranteed senior secured notes due 2028, and a B2 rating to the company's new $400 million senior unsecured guaranteed notes due 2028. The Speculative Grade Liquidity Rating was lowered to SGL-2 from SGL-1. The outlook is negative. This concludes the review for downgrade initiated on December 3, 2019. Proceeds from the new debt issuance will be used to refinance AK Steel Corporation's outstanding senior secured notes due 2023 and senior unsecured notes due 2021 upon closing of the merger between Cliffs and AK Steel. The merger has received early termination of the waiting period under the Hart Scott Rodino Act (HSR Act) in addition to clearance from the Mexican Competition Commission and pursuant to the Competition Act (Canada). The registration statement with the SEC has also been deemed effective. The transaction remains subject to shareholder votes by shareholders of both Cliffs and AK Steel. The confirmation of the B1 CFR reflects the fact that the final terms of the transaction are unchanged from the original announcement, the transaction remains debt neutral for the combined companies and market conditions remain acceptable, particularly with the improvement in recent months in steel prices. The downgrade in Cliffs' guaranteed senior secured notes and guaranteed senior unsecured notes reflects the changes in the capital structure following the refinancing of AK Steel's debt. Following completion of the merger, the rating methodology for Cliffs will be changed to the Steel Industry methodology (September 13, 2017) as the majority of revenues will be generated from the steel segment of the business. This does not result in a rating change. Confirmations: Issuer: Cleveland-Cliffs Inc. Corporate Family Rating, Confirmed B1 Probability of Default Rating, Confirmed at B1-PD Senior Unsecured Regular Bond/Debenture, Confirmed at B3 (LGD6) from (LGD5) Downgrades: Issuer: Cleveland-Cliffs Inc. Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Gtd Senior Secured Regular Bond/Debenture, Downgraded to Ba3 (LGD3) from Ba2 (LGD2) Gtd Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD4) from B1 (LGD4) Assignments: Issuer: Cleveland-Cliffs Inc. Gtd Senior Secured Regular Bond/Debenture, Assigned Ba3 (LGD3) Gtd Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD4) Outlook Actions: Issuer: Cleveland-Cliffs Inc. Outlook, Changed To Negative From Rating Under Review RATINGS RATIONALE Cliffs B1 CFR reflects the company's cushion within the B1 rating category to absorb the increase in debt from the assumption of AK Steel's obligations. Improved operating performance, liability management and debt reduction and the strengthened debt protection metrics are factors contributing to the cushion in the rating. The transaction provides Cliffs with a captive source of sales for its iron ore pellets as AK Steel is one of its largest customers. Cliffs will also continue to have third party sales. Additionally, the ability to supply HBI to the electric arc furnace (EAF) steel producers (account for roughly 70% of steel produced in the US and will continue to increase) in replacement of imported pig iron, upon completion of the HBI plant, will contribute to increased market share. The HBI plant remains on schedule for start-up in June 2020 with full capacity being reached in 2021. Cliffs now has major EAF customers on a commercial basis for its HBI production. The rating also considers the diversification of Cliffs business foot print from a single commodity with high customer concentration to a more integrated producer of iron ore and steel. Additionally, the combination of the companies will allow for a more balanced performance on a quarterly basis than the extreme seasonality seen in Cliffs' business on a stand-alone basis. The rating anticipates that AK Steel's cost profile will benefit from more competitively priced iron ore pellets helping to improve its EBITDA/ton performance. AK Steel's strong position supplying the automotive end market on a contract basis (roughly 66% of revenues) and continued focus on value added products through Precision Partners and AK Tube, as well as the continued development and roll out of next gen and high strength steels also support the expected improvement in performance. While light vehicle sales in the automotive sector have softened, Moody's expects US light vehicle sales in the US of 16.9MM units in 2020. A roughly 5.8% decline in sales volume in 2019, which drove a lower sales margin, driven primarily by the roughly 5.8% decline in realized prices and lower pellet premiums contributed to lower operating income. This was most impactful in the fourth quarter, which also considers the need to true-up volumes under a contract that also contains a component of hot-rolled coil (HRC) steel pricing. Given the decline in HRC prices over the course of 2019, this true-up was negative. HRC prices bottomed in October 2019 (at around $463/ton) and are currently around $578 ton, which will be a favorable benefit to 2020. The earnings compression contributed to a more highly leveraged position reflected by the increase in debt/EBITDA to roughly 4.3x in 2019 from 2.7x in 2018. While Cliffs free cash flow was negative in 2019 due to the ongoing strategic investment in its HBI plant, and share repurchases, this is expected to turn positive in 2020 as the expenditures associated with the HBI project are completed and the project comes on line and provides increasing profitability over time. The cash flow gap was covered from existing cash balances. Initially, leverage of the combined companies, as measured by Moody's pro forma adjusted debt/EBITDA ratio for the year ended December 31, 2019 of about 5.2x is somewhat high for the rating, reflecting the increase in unfunded pension liabilities associated with AK Steel. This is expected to moderate within a reasonable time frame on earnings improvement, although on an adjusted basis will remain somewhat elevated in 2020. Additionally, Cliffs expects $120 million in annual cost synergies, which have not been fully considered in the pro forma leverage ratio. With respect to the iron ore markets, the rating continues to incorporate volatility in iron ore prices, hot-rolled prices (to which certain contracts have a component in their pricing) and the Atlantic seaborne pellet premium. With respect to the steel business being acquired, the rating incorporates volatility in steel prices, end market demand, and the challenge from competing materials such as aluminum. The SGL-2 Speculative Grade Liquidity rating reflects the company's good liquidity position as evidenced by Cliffs cash position of roughly $353 million at December 31, 2019. Liquidity is also supported by a $450 million ABL, which expires the earlier of February 28, 2023 or a date that is 60 days prior to the maturity of existing debt as defined in the ABL. The facility contains a 1:1 fixed charge coverage requirement should availability be less than the greater of 10% of the aggregate facility and $35 million. The company intends at closing of the merger to have a $2 billion asset based lending (ABL) facility replacing its current $450 million ABL and AK Steel's $1.5 billion ABL. The SGL-2 considers the expected negative initial free cash flow and the likelihood of borrowings to support the refinancing of AK Steel's debt. The negative outlook reflects the challenging steel environment and low although improved steel prices as well as the need to achieve the expected improvement in AK Steel's EBITDA/ton. The challenging environment for the steel industry can have repercussions on iron ore suppliers should demand requirements be reduced. The outlook also considers the start-up risks associated with the HBI facility although it remains on time and on budget for commercial production in the first half of 2020. The negative outlook also incorporates the operating and integration risks associated with the acquisition of AK Steel. An upgrade to the CFR would require the combined company to demonstrate the ability to sustain leverage, as measured by the debt/EBITDA ratio of no more than 3.5x through various price points, (CFO-dividends)/Debt of at least 25% and maintain good liquidity. The CFR could be downgrade should leverage remain elevated at or above 4x, (CFO-dividends)/debt be less than 15% and liquidity tighten. As an integrated steel producer, Cliffs will face a number of environmental risks related to both the mining industry and the steel industry. By the nature of its business, Cliffs mining business faces a number of environmental risks typical for a company in the mining industry, including but not limited to wastewater discharges, site remediation and mine closures, tailings management, air emissions and social responsibility. The company is subject to many and varied environmental laws and regulations in areas where it operates. On its environmental heat map, the mining sector overall is viewed as a very high-risk sector for soil pollution and use restrictions and a high-risk sector for water shortages and natural and man-made hazards. AK Steel, like all producers in the global steel sector, particularly blast furnace producers, faces pressure to reduce greenhouse gas and air pollution emissions, among a number of other sustainability issues and will likely incur costs to meet increasingly stringent regulations. From a governance perspective, Cliffs in recent years has demonstrated a good focus on liability management and this is expected to continue given the volatility in pricing in both the iron ore and steel markets. In this regard, the company is expected to remain focused on liability management and the level of debt in the capital structure. Succession planning remains a consideration given the role of the Chairman, President and CEO in guiding the company through its transformation since 2014. Headquartered in Cleveland, Ohio, Cleveland-Cliffs is the largest iron ore producer in North America with approximately 21.2 million equity tons of annual capacity. Commercial production at the Toledo, Ohio HBI facility is expected to begin mid-2020. For the twelve months ended December 31, 2019 Cliffs had revenues of $2 billion. Headquartered in West Chester, Ohio, AK Steel Corporation (AK Steel) ranks as a middle tier integrated steel producer, operating steelmaking and finishing plants in Ontario in Canada, Indiana, Kentucky, Ohio, Michigan and Pennsylvania in United States. The company also has tube manufacturing facilities in Indiana, Ohio, and Mexico. Additionally, through its Precision Partners, AK Steel is involved in engineering, tooling, die design and hot and cold stamped steel parts. AK Steel produces flat-rolled carbon steels, including coated, cold-rolled and hot-rolled products, as well as specialty stainless and electrical steels. Principal end markets include automotive, steel service centers, appliance, industrial machinery, infrastructure, construction, and distributors and converters. Through its AK Coal Resources Inc. subsidiary, the company has interests in metallurgical coal production. Revenues for the twelve months ended December 31, 2019 were approximately $6.4 billion. The principal methodology used in these ratings was Mining published in September 2018. COASTAL HOME: Unsecured Creditors to Recover 16% Under Plan ----------------------------------------------------------- Coastal Home Care, Inc., filed a Chapter 11 plan that provides for the Debtor to fund plan payments through the continued business operations of the Debtor. The average monthly gross revenue of $189,519 is sufficient to support payments to secured, priority, unsecured, disputed and insider claimants. The Class 1 claim of Micheal J. Jones II is IMPAIRED. The balance owed to Mr. Moses is $200,000. The Debtor will pay the secured creditor of class 1 in full over 5 years by making 15 quarterly payments at 3% annual interest. The payments will be $13,602 beginning with the first calendar quarter after the order confirming the plan. Class 2 General Unsecured Creditors are IMPAIRED. Allowed general unsecured claims will be paid a total of $52,000 over 5 years, pro rata distribution. The Payment to unsecured creditors will be $867 per month. Undisputed unsecured creditors will receive distributions valued at 16 cents on the dollar. Class 3 Shareholders of the Debtor are IMPAIRED. They will receive payment after all other classes are paid. A full-text copy of the Disclosure Statement dated Feb. 19, 2020, is available at https://tinyurl.com/wwfheo8 from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Jake C. Blanchard BLANCHARD LAW, P.A. 1501 S. Belcher., 2B Largo, FL 33771 Tel: 727-531-7068 Fax: 727-535-2086 E-mail: jake@jakeblanchardlaw.com About Coastal Home Care Coastal Home Care, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-07259) on July 31, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Jake C. Blanchard, Esq., at Blanchard Law, P.A. CONTURA ENERGY: Moody's Lowers CFR to B3 & Alters Outlook to Neg. ----------------------------------------------------------------- Moody's Investors Service downgraded Contura Energy, Inc.'s Corporate Family Rating to B3 from B2, senior secured term loan to Caa1 from B3, and Speculative Grade Liquidity Rating to SGL-3 from SGL-2. The rating outlook has been revised to negative from stable. "Contura Energy is expected to experience significant margin compression due to lower metallurgical coal prices and burn cash in 2020," said Ben Nelson, Moody's Vice President -- Senior Credit Officer and lead analyst for Contura Energy, Inc. Downgrades: Issuer: Contura Energy, Inc. Probability of Default Rating, Downgraded to B3-PD from B2-PD Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Corporate Family Rating, Downgraded to B3 from B2 Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD4) from B3 (LGD4) Outlook Actions: Issuer: Contura Energy, Inc. Outlook, Changed To Negative From Stable RATING RATIONALE Moody's expects a very challenging year for the coal industry in 2020. Domestic demand for thermal coal is challenged by a mild winter season, historically low natural gas prices, and ongoing reduction of the fleet of coal-fired power plants. A substantive reduction in export prices has redirected coal back into the weakened domestic market, further reducing prices in early 2020 following a weak 2019. Likewise, metallurgical coal fell sharply in the second half of 2019 and, while the met coal market has evidenced some stability in early 2020, there is no near-term catalyst for substantive and sustained price improvement. Business conditions for the global steel industry remain weak, particularly in Europe where Contura exports a majority of its metallurgical coal. Management has been taking action to reduce cash costs from about $82/short ton in 4Q19 to the $76-81/short ton in 2020. However, based on export metallurgical coal pricing anticipated near the midpoint of its range of $110-170 per metric ton (CFR Jingtang) and incorporating adjustments for the quality and location of the company's coal, Moody's expects that Contura Energy will generate $125-175 million of management-defined EBITDA in 2020, down meaningfully from $335 million in 2018 and $264 million for the nine months ended 30 September 2019, and will consume cash in the current environment of low prices for the company's grades of metallurgical coal at ports on the East Coast. Moody's also expects that the company's thermal coal platform will generate modest losses. Credit metrics will weaken considerably for the rating, including adjusted financial leverage above 3.5x (Debt/EBITDA). Moody's also believes that investor concerns about the coal industry's ESG profile are intensifying and coal producers will be increasingly challenged by intensifying access to capital issues in the early 2020s. An increasing portion of the global investment community is reducing or eliminating exposure to the coal industry with greater emphasis on moving away from thermal coal. The aggregate impact on the credit quality of the coal industry is that debt capital will become more expensive over this horizon, particularly in the public bond markets, and other business requirements, such as surety bonds, which together will lead to much more focus on individual coal producers' ability to fund their operations and articulate clearly their approach to addressing environmental, social, and governance considerations -- including reducing net debt in the near-to-medium term. Contura reported about $600 million of debt and $227 million of surety bonds to support reclamation-related items at 30 September 2019. The B3 CFR is principally constrained by the inherent volatility in the metallurgical coal industry and ongoing secular decline in the thermal coal industry that make it challenging to operate with a leveraged balance sheet over the rating horizon. The rating also reflects ongoing regulatory pressures on the coal mining industry despite improved political support since late 2016, inherent geologic and operational risks associated with mining, and environmental and social risks specific to the coal industry. The rating benefits from moderate operating diversity, meaningful coal reserves, access to multiple transportation options, and adequate liquidity. Contura's rating also considers meaningful legacy liabilities, including some mining-specific items, such asset retirement obligations related to the impact of coal mining on the environment, and coal-specific items, such as black lung liabilities related to negative health impacts on mining employees. The negative outlook reflects the expectation for cash consumption in 2020. Moody's could downgrade the rating with expectations for available liquidity to fall below $225 million or cash to fall below $100 million. Further deterioration in metallurgical coal prices or expected realized prices could also have negative rating implications. Moody's could upgrade the rating with expectations for adjusted financial leverage to remain below 3.5x (Debt/EBITDA), free cash flow in excess of $25 million, and good liquidity to support operations. The SGL-3 balances more than $300 million of available liquidity with expectations for cash consumption in 2020 and meaningful sensitivity to changes in metallurgical coal prices. Moody's expects that the company will generate negative free cash flow in 2019 -- based on expectations for about $50 million of cash interest and capital spending in the guided range of $175-$195 million that includes some spending on multiple development projects. Contura Energy disclosed in an earnings preannouncement that the company has $213 million of cash and $115 million of availability under a $225 million asset-based revolving credit facility at 31 December 2019. The asset-based revolving credit facility is used for letters of credit ($49 million at 30 September 2019) and some collateral limitations due to the asset-based nature of the facility. The revolver has a springing fixed charge coverage ratio test, which Moody's does not expect will be triggered in 2020, and the term loan does not have financial maintenance covenants. Environmental, social, and governance factors are important factors influencing Contura's credit quality. The company is exposed to ESG issues typical for a company in the coal mining industry, including increasing global demand for renewable energy that is detrimental to demand for thermal coal, especially in the United States and Western Europe. From an environmental perspective the coal mining sector is also viewed as: (i) very high risk for air pollution and carbon regulations; (ii) high risk for soil and water pollution, land use restrictions, and natural and man-made hazards; and (iii) moderate risk for water shortages. Social issues include factors such as community relations, operational track record, and health and safety issues associated with coal mining, such as black lung disease. Contura Energy is exposed to both thermal coal and metallurgical coal, though the company's thermal coal business does not generate meaningful earnings and cash flows. Moody's believes that thermal coal carries greater ESG-related risks than metallurgical coal. Governance-related risks are higher than average for publicly-traded mining companies, incorporating an aggressive approach to shareholder returns, including more than $30 million of share repurchases in the third quarter of 2019, and recent change in the company's chief executive officer in 2019. Following a merger with ANR, Inc. and Alpha Natural Resources Holdings, Inc. in November 2018, Contura now operates 23 underground mines, 9 surface mines and 12 preparation plants in the Northern Appalachia and Central Appalachia regions. Contura produced about 25 million tons of coal in 2018 in Central Appalachia and Northern Appalachia regions, split about evenly between thermal coal and metallurgical coal. The company also has 65% stake in the Dominion Terminal Associates coal export terminal in eastern Virginia. Contura generated $2.4 billion of revenue for the twelve months ended September 30, 2019. The principal methodology used in these ratings was Mining published in September 2018. COOK & BOARDMAN: Moody's Assigns B3 Rating on New $25MM Term Loan ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to The Cook & Boardman Group, LLC's proposed $25 million delayed-draw term loan, which will be used for future acquisitions. Terms and conditions are identical to the company's existing term loan. The B3 rating on the company's existing senior secured term loan due 2025, which is being increased to $295 million from $245 million is not impacted. Proceeds from the incremental $50 million term loan will be used to repay revolver borrowings, which were used mainly for previous acquisitions. The increased term loan along with equity contributed by affiliates of Littlejohn & Co. (Littlejohn), primary owner of C&B, will also be used to fund an acquisition. C&B's B3 Corporate Family Rating and B3-PD Probability of Default Rating are not affected by the proposed transactions. The outlook remains stable. Moody's views the proposed upsizing of the term loan as credit positive, since C&B is adding to its liquidity by terming out revolver borrowings. Additionally, the proposed acquisition expands C&B's geographic reach into Southeast Pennsylvania, furthering the company's growth strategy in the mid-Atlantic region, and provides new product. The following ratings/assessments are affected by the actions: Assignments: Issuer: Cook & Boardman Group, LLC (The) Senior Secured Bank Credit Facility, Assigned B3 (LGD4) RATINGS RATIONALE C&B's B3 CFR reflects its high leverage. Moody's projects adjusted debt-to-LTM EBITDA in the 6.25x -- 6.5x range by year-end 2020, and interest coverage, measured as EBITA-to-interest expense, at about 1.5x -- 1.75x (ratios include Moody's standard adjustments). Additional interest payments and term loan amortization aggregating to about $6 million per year remain manageable for C&B, but the company will generate very little free cash flow relative to debt. Providing an offset to C&B's leveraged debt capital structure are sound fundamentals in non-residential construction, a primary driver of C&B's revenues, that support growth. Revolver availability and no near-term maturities are key liquidity enhancers. Governance characteristics Moody's considers in C&B's credit profile is an aggressive financial policy evidenced by its high leverage. Moody's believes that Littlejohn's investment in C&B is still early, having acquired the company in October 2018. Hence, Moody's expects ongoing acquisitions to build scale rather than Littlejohn monetizing its investment in C&B. The stable outlook reflects Moody's expectations that C&B will perform well and maintain leverage below 6.5x. Moody's also expects that acquisitions will be integrated without material problems and industry fundamentals will support growth over the next twelve months. The rating could be upgraded if (all ratios include Moody's standard adjustments): -- Debt-to-LTM EBITDA is sustained near 5.0x -- EBITA-to-interest expense remains above 2.5x -- Liquidity profile is improved -- Ongoing positive trends in end markets support organic growth The rating could be downgraded if: -- Debt-to-EBITDA is maintained above 6.5x -- EBITA-to-interest is sustained below 1.0x -- The company's liquidity profile deteriorates The principal methodology used in this rating was Distribution & Supply Chain Services Industry was published in June 2018. The Cook & Boardman Group, LLC, headquartered in Winston-Salem, North Carolina, is a national distributor of commercial doors and related products primarily used in commercial applications. Littlejohn & Co., through its affiliates, is the primary owner of C&B. Revenue for the year ended December 31, 2019 was about $485 million. C&B is privately owned and does not disclose financial information publicly. CREATIVE GLOBAL: Seeks to Borrow from CEO on Unsecured Basis ------------------------------------------------------------ Creative Global Investment Inc. seeks permission from the Bankruptcy Court for the Central District of California to obtain $20,000 of post-petition financing from Dong Yeoun Lee, the Debtor's chairman, chief executive and sole shareholder, on an as-needed basis to cover shortfalls in the Debtor's 13-week operating budget covering the period from March 16, 2020 through and including June 14, 2020. Mr. Lee offers this fifth DIP loan free of interest. A copy of the motion is available free of charge at https://is.gd/WOXtSH from PacerMonitor.com. Hearing on the motion is scheduled for March 4, 2020 at 9 a.m. About Creative Global Investment Creative Global Investment Inc. is a privately held company engaged in financial investment activities. Creative Global Investment sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-13044) on March 20, 2019. At the time of the filing, the Debtor disclosed $36,691 in assets and $5,388,873 in liabilities. The case has been assigned to Judge Sandra R. Klein. Levene, Neale, Bender, Yoo & Brill LLP is the Debtor's legal counsel. CTI INDUSTRIES: Amends Purchase Agreement with LF International --------------------------------------------------------------- As previously disclosed on a Current Report on Form 8-K of CTI Industries Corporation, on Jan. 3, 2020, the Company entered into a stock purchase agreement pursuant to which the Company agreed to issue and sell, and LF International Pte. Ltd., a Singapore private limited company, agreed to purchase, up to 500,000 shares of the Company's newly created Series A Convertible Preferred Stock, with each share of Series A Preferred initially convertible into ten shares of the Company's common stock, at a purchase price of $10.00 per share, for aggregate gross proceeds of $5,000,000. On Jan. 13, 2020, the Company conducted its first closing of the Offering, resulting in aggregate gross proceeds of $2,500,000. The Purchase Agreement contemplates a second closing for the purchase and sale of an additional 250,000 shares of Series A Preferred, which is subject to certain closing conditions. However, on Feb. 24, 2020, to permit an interim closing prior to the satisfaction of the relevant closing conditions to, and the consummation of, the Second Closing, the Company and the Investor entered into an amendment to the Purchase Agreement, pursuant to which the Company agreed to issue and sell, and the Investor agreed to purchase, 70,000 shares of Series A Preferred at a purchase price of $10.00 per share, for aggregate gross proceeds of $700,000. As an inducement to enter into the Purchase Agreement Amendment, the Company i) granted to the Investor the right to appoint and elect a second member to the Companys Board of Directors and ii) agreed to issue to the Investor 140,'000 shares of the Company's common stock. As permitted by the Purchase Agreement, the Company may, in its discretion, issue up to an additional 200,000 shares of Series A Preferred for a purchase price of $10.00 per share. On Feb. 21, 2020, the Company sold 22,060 shares of Series A Preferred for an aggregate purchase price of $220,600. About CTI Headquartered in Lake Barrington, Illinois, CTI Industries Corporation -- http://www.ctiindustries.com/-- designs, manufactures and distributes metalized and latex balloon products throughout the world and operates systems for the production, lamination, coating and printing of films used for food packaging and other commercial uses and for conversion of films to flexible packaging containers and other products. CTI reported a net loss of $3.74 million for the year ended Dec. 31, 2018, following a net loss of $1.78 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $32.90 million in total assets, $28.16 million in total current liabilities, $2.79 million in total long-term liabilities, and $1.95 million in total equity. Plante & Moran, PLLC, in Chicago, Illinois, the Company's auditor since 2007, issued a "going concern" qualification in its report dated April 15, 2019, citing that the Company has suffered net losses from operations and liquidity limitations that raise substantial doubt about its ability to continue as a going concern. CUMBERLAND BEHAVIOR: Addresses Objections to Plan Docs ------------------------------------------------------ In response to the objections filed by the United States Trustee and the Commonwealth of Kentucky, Cabinet for Health and Family Services, Department of Medicaid Services, debtor Cumberland Behavior Group LLC filed an amendment to its Small Business Chapter 11 Plan with Disclosures. A. 2019 Business Income According to the Debtor's Medicaid RA report for 2019, it had total claim receipts of $5,776,158.36. B. Distributions/Payments to Insiders In addition to previously disclosed insider payments, Debtor discloses that it paid $51,875 to Prestige Worldwide Properties in the year prior to bankruptcy for leased home units. In addition to salary and FHP payments, Debtor paid distributions to members: Ace Jones, II totaling $60,488 and $37,691 for 2018 and 2017 and to Mark Fannin in the amount of $ 4,909 and $2,429 respectively for 2018 and 2017. C. Monthly Operating Income/Expenses Since filing its Plan, Debtor has filed operating reports for the months of November and December (ECF Nos 124 and 125). According to its monthly operating reports, Debtor had income of $449,148.24 in November and $446,271.57 in expenses that month. The Debtor reported income of $415,380.16 for December and expenses of $401,241.67 for the month. D. Medicaid Claim The Cabinet for Health and Family Services, Department of Medicaid Services (the "Cabinet") filed an unsecured proof of claim (POC #6) in the amount of $705,772.16 for recoupment of alleged Medicaid claims improperly paid to the Debtor. The Debtor disputes this claim and reserves all rights, claims, defenses, appeals etc. with respect to the claim. There was a previous action in Franklin Circuit Court dealing with the claim and other actions by the Cabinet. E. Treatment of Amanda Fannin Insider Claim Amanda Fannin, spouse of Mark Fannin, will receive no distributions under the Plan on account of her insider loan to the Debtor. In exchange for waiver of right to receive distributions, the Debtor will waive any claims against Mrs. Fannin. A full-text copy of the Amendment to the Debtor's Small Business Chapter 11 Plan with Disclosures dated Feb. 17, 2020, is available at https://tinyurl.com/s396y6p from PacerMonitor.com at no charge. Counsel for the Debtor: Jamie L. Harris 200 North Upper Street Lexington, KY 40507 Telephone: (859) 231-5800 Facsimile: (859) 281-1179 E-mail: jharris@dlgfirm.com About Cumberland Behavior Cumberland Behavior Group LLC is a provider of community living based services to persons with intellectual disabilities. Cumberland Behavior Group sought Chapter 11 protection (Bankr. E.D.Kay. Case No. 19-61027) on Aug. 12, 2019. In the petition signed by Ace R. Jones, II, member, the Debtor was estimated to have assets of no more than $50,000, and liabilities at $1 million to $10 million. The Hon. Gregory R. Schaaf is the case judge. Delcotto Law Group PLLC is the Debtor's counsel. DAK RESOURCES: Case Summary & 19 Unsecured Creditors ---------------------------------------------------- Debtor: DAK Resources, Inc. 50 North Laura Street 25th Floor Jacksonville, FL 3220 Business Description: DAK Resources is a provider of staffing services. Chapter 11 Petition Date: February 28, 2020 Court: United States Bankruptcy Court Middle District of Florida Case No.: 20-00728 Debtor's Counsel: Edward P. Jackson, esq. EDWARD P. JACKSON, P.A. Fla Bar No. 286648 255 N. Liberty Street, 1st Floor Jacksonville, FL 32202-2820 Tel: 904-358-1952 E-mail: edward@edwardpjackson.com, traci@edwardpjackson.com, linda@edwardpjackson.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by David Moorefield, president. A copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/CksCpo DANCOR TRANSIT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Dancor Transit, Inc. d/b/a DTI Management Corp 625 Kerr Road Van Buren, AR 72956 Business Description: Dancor Transit Inc. is a trucking company headquartered in Van Buren, Arkansas. Chapter 11 Petition Date: February 27, 2020 Court: United States Bankruptcy Court Western District of Arkansas Case No.: 20-70536 Debtor's Counsel: Kevin P. Keech, Esq. KEECH LAW FIRM, PA 2011 South Broadway Little Rock, AR 72206 Tel: 501-221-3200 E-mail: kkeech@keechlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dan Bearden, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/3sIt9v DIAMOND PERFECTION: April 14 Filing of Plan and Disclosures ----------------------------------------------------------- Judge Stephani W. Humrickhouse has granted Diamond Perfection, Inc., an extension of the deadline for filing plan and disclosure statement is extended through and including April 14, 2020. Diamond Perfection, Inc., filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 19-03270) on July 18, 2019, estimating less than $500,000 in both assets and liabilities. James B. Angell, Esq., at HOWARD, STALLINGS, FROM, ATKINS, ANGELL & DAVIS, P.A., is the Debtor's counsel. DIOCESE OF BUFFALO: 2nd in NY to Fall Due to Child Victims Act -------------------------------------------------------------- The Diocese of Buffalo filed for Chapter 11 bankruptcy to deal with sexual abuse claims, becoming the latest entity to seek financial protection after a 2019 state law allowed victims of historical childhood sexual assault to sue. The State of New York in January 2019 passed the Child Victims Act, a law that modified the statute of limitations and created a one-year "window" during which victims of child abuse claims may have been time-barred may commence a timely civil action. Hundreds of lawsuits have been filed against churches and other institutions since the law took effect August 2019. The Diocese of Rochester New York sought bankruptcy protection in September 2019, the first of eight catholic dioceses in New York to declare bankruptcy due to the Child Victims Act. The Diocese of Buffalo, the largest in upstate New York, said in a statement that its filing was necessary to continue uninterrupted its mission throughout Western New York, while working to settle claims with existing Diocesan assets and insurance coverages. "We have no more urgent work than to bring about justice and healing for those harmed by the scourge of sexual abuse. The intense emotional, mental and spiritual pain inflicted on these innocent victim-survivors is a heavy burden they are forced to carry throughout their lives," said Bishop Edward B. Scharfenberger, Apostolic Administrator of the Diocese of Buffalo. "Our decision to pursue Chapter 11 reorganization -- arrived at after much prayer, discernment and consultation with the College of Consultors and our Diocesan Finance Council -- is based on our belief that this approach will enable the most number of victim-survivors of past sexual abuse in achieving fairness and a sense of restorative justice for the harm they have experienced. It will also allow the vital, mission-driven work of faith that is so essential to the residents of Western New York to continue uninterrupted." Parishes of the Diocese are separately incorporated under New York State's Religious Corporation Law and not included in the Feb. 28 bankruptcy filing. Similarly, Catholic elementary and secondary schools are also not part of the Chapter 11 case, given that they are owned by parishes or are separately incorporated entities. The Catholic Charities of Buffalo and the Diocese's capital and endowment Campaign-Upon This Rock are not part of the filing. The Diocese of Buffalo became the 21st diocese to seek bankruptcy protection in the U.S. Most recently, the Roman Catholic Diocese of Harrisburg, Pennsylvania, filed Feb. 19. About The Diocese of Buffalo The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics over eight counties in Western New York. The territory of the Diocese is co-extensive with the counties of Erie, Niagara, Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus and Allegany in New York State, comprising 161 parishes. There are 144 diocesan priests and 84 religious priests who reside in the Diocese. The Diocese through its central administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese "OCE"; (b) conducts school operations through which it provides parish schools with financial and educational support; (c) provides comprehensive risk management services to the OCEs; (d) administers a lay pension trust and a priest pension trust for the benefit of certain employees and priests of the OCEs; and (e) provides administrative support for St. Joseph Investment Fund, Inc. Dealing with sexual abuse claims, the Diocese of Buffalo, New York, sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb. 28, 2020. The Diocese was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Carl L. Bucki is the case judge. Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is the Debtor's counsel. Stretto is the claims agent, maintaining the page https://case.stretto.com/dioceseofbuffalo/docket DIOCESE OF BUFFALO: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: The Diocese of Buffalo, N.Y. 795 Main Street Buffalo, NY 14203 Business Description: The Diocese of Buffalo, N.Y., through its central administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese "OCE"; (b) conducts school operations through which it provides parish schools with financial and educational support; (c) provides comprehensive risk management services to the OCEs; (d) administers a lay pension trust and a priest pension trust for the benefit of certain employees and priests of the OCEs; and (e) provides administrative support for St. Joseph Investment Fund, Inc. The Diocese is a not-for-profit Religious Corporation under New York State law. Chapter 11 Petition Date: February 28, 2020 Court: United States Bankruptcy Court Western District of New York Case No.: 20-10322 Judge: Hon. Carl L. Bucki Debtor's Counsel: Stephen A. Donato, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202 Tel: (315) 218-8000 E-mail: sdonato@bsk.com Debtor's Claims & Noticing Agent: STRETTO https://case.stretto.com/dioceseofbuffalo/docket Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petition was signed by Charles Mendolera, executive director of financial administration. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/aGuiZd List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. M&T Bank $1,600,000 One M&T Plaza Buffalo, NY 14203 Hodgson Russ LLP Attn: Garry M. Graber, Esq. 140 Pearl Street, Suite 100 Buffalo, NY 14202 Tel: (716) 848-1273 2. AB 55 Doe CVA Lawsuit $100,000 Jeff Anderson & Associates, P.A. Attn: Jeffrey R. Anderson, Esq. 52 Duane Street, 7th Floor New York, NY 10007 Tel: (888) 920-9258 Law Offices of Steve Boyd & John Elmore Attn: Stephen Boyd, Esq. 40 North Forest Road Buffalo, NY 14221 Tel: (716) 400-0000 3. AB 131 Doe CVA Lawsuit $100,000 Jeff Anderson & Associates, P.A. Attn: Jeffrey R. Anderson, Esq. 52 Duane Street, 7th Floor New York, NY 10007 Tel: (888) 920-9258 Law Offices of Steve Boyd & John Elmore Attn: Stephen Boyd, Esq. 40 North Forest Road Buffalo, NY 14221 Tel: (716) 400-0000 4. AB 97 Doe CVA Lawsuit $100,000 Jeff Anderson & Associates, P.A. Attn: Jeffrey R. Anderson, Esq. 52 Duane Street, 7th Floor New York, NY 10007 Tel: (888) 920-9258 Law Offices of Steve Boyd & John Elmore Attn: Stephen Boyd, Esq. 40 North Forest Road Buffalo, NY 14221 Tel: (716) 400-0000 5. AB 49 Doe CVA Lawsuit $100,000 Jeff Anderson & Associates, P.A. Attn: Jeffrey R. Anderson, Esq. 52 Duane Street, 7th Floor New York, NY 10007 Tel: (888) 920-9258 Law Offices of Steve Boyd & John Elmore Attn: Stephen Boyd, Esq. 40 North Forest Road Buffalo, NY 14221 Tel: (716) 400-0000 6. Redacted CVA Lawsuit $100,000 Law Offices of Mitchell Garabedian, Esq. Attn: Mitchell Garabedian, Esq. 100 State Street, 6th Floor Boston, MA 02109 Tel: (617) 523-6250 7. Redacted CVA Lawsuit $100,000 Law Offices of Mitchell Garabedian, Esq. Attn: Mitchell Garabedian, Esq. 100 State Street, 6th Floor Boston, MA 02109 Tel: (617) 523-6250 8. Redacted CVA Lawsuit $100,000 Pfau Cochran Vertetis Amala PLLC Attn: Michael T. Pfau, Esq. 403 Columbia Street, Suite 500 Seatle, WA 98104 Tel: (206) 462-4334 9. Redacted CVA Lawsuit $100,000 Pfau Cochran Vertetis Amala PLLC Attn: Michael T. Pfau, Esq. 403 Columbia Street, Suite 500 Seatle, WA 98104 Tel: (206) 462-4334 10. Redacted CVA Lawsuit $100,000 HoganWillig, PLLC Attn: William A. Lorenz, Esq. 2410 North Forest Road, Suite 301 Amherst, NY 14068 Tel: (716) 636-7600 11. Redacted CVA Lawsuit $100,000 Meyers Buth Law Group PLLC Attn: Patrick J. Maloney, Esq. 21 Princeton Place, Suite 105 Orchard Park, NY 14127 Tel: (716) 508-8598 12. Redacted CVA Lawsuit $100,000 Parker Waichman LLP Attn: Brett A. Zekowski, Esq. 6 Harbor Park Drive Port Washington, NY 11050 Tel: (516) 466-6500 13. LG 26 Doe CVA Lawsuit $100,000 Lipsitz Green Scime Cambria, LLP Attn: Richard P. Weisbeck, Jr., Esq. 42 Delaware Avenue, Suite 120 Buffalo, NY 14202 Tel: (716) 849-1333 Laura A. Ahearn, Esq., PLLC Attn: Laura A. Ahearn, Esq. 3075 Veterans Memorial Highway, Suite 200 Ronkonkoma, NY 11779 Tel: (844) 524-3276 14. LG 29 Doe CVA Lawsuit $100,000 Lipsitz Green Scime Cambria, LLP Attn: Richard P. Weisbeck, Jr., Esq. 42 Delaware Avenue, Suite 120 Buffalo, NY 14202 Tel: (716) 849-1333 Laura A. Ahearn, Esq., PLLC Attn: Laura A. Ahearn, Esq. 3075 Veterans Memorial Highway, Suite 200 Ronkonkoma, NY 11779 Tel: (844) 524-3276 15. PB-3 Doe CVA Lawsuit $100,000 Fanizzi & Barr, P.C. Attn: Paul K. Barr, Esq. 2303 Pine Avenue Niagara Falls, NY 14301 Tel: (716) 284-8888 Phillips & Paolicelli, LLP Attn: Diane M. Paolicelli, Esq. 747 3rd Avenue, 6th Floor New York, NY 10017 Tel: (212) 388-5100 16. PB-4 Doe CVA Lawsuit $100,000 Fanizzi & Barr, P.C. Attn: Paul K. Barr, Esq. 2303 Pine Avenue Niagara Falls, NY 14301 Tel: (716) 284-8888 Phillips & Paolicelli, LLP Attn: Diane M. Paolicelli, Esq. 747 3rd Avenue, 6th Floor New York, NY 10017 Tel: (212) 388-5100 17. PSAS-03 Doe CVA Lawsuit $100,000 Pusatier, Sherman, Abbott & Sugarman, LLP Attn: Stephen F. Pusatier, Esq. 2464 Elmwood Avenue Buffalo, NY 14212 Tel: (716) 873-6765 18. CF-6 Doe CVA Lawsuit $100,000 Chiacchia and Fleming LLP Attn: Daniel J. Chiacchia, Esq. 5113 South Park Avenue Hamburg, NY 14075 Tel: (716) 608-5595 19. W.D. CVA Lawsuit $100,000 Herman Law Firm, P.A. Attn: Stewart S. Mermelstein, Esq. 5200 Town Center, Suite 540 Boca Raton, FL 33431 Tel: (800) 686-9921 20. G.D. CVA Lawsuit $100,000 Merson Law, PLLC Attn: Jordan K. Merson, Esq. 150 Esat 58th Street, Floor 34 New York, NY 10155 Tel: (212) 603-9100 DIOCESE OF BUFFALO: Facing Abuse Claims From 400+ Individuals ------------------------------------------------------------- The Diocese of Buffalo in New York sought Chapter 11 bankruptcy protection, acknowledging that it anticipates sexual abuse claims to be filed by at least 400 individuals. In January 28, 2019, the New York State Legislature passed the Child Victims Act (A.2683/5.2440). New York's Governor signed the legislation on Feb. 14, 2019. This legislation modified the statute of limitations and created a one-year "window" during which victims of child sex abuse whose claim may have been time-barred may commence a timely civil action. In addition, the CVA extends the statute of limitations for claims that were not time-barred on its date of passage, permitting such child victims to commence timely civil actions until they reach 55 years of age. Charles Mendolera, executive director of financial administration for the Diocese, said in court filings that from the opening of the CVA window on Aug. 14, 2019 through the Petition Date, approximately 250 lawsuits have been filed against the Diocese by plaintiffs who are seeking damages as a result of alleged abuse. In addition, demand letters and or notices have been received from other claimants who have not yet commenced lawsuits against the Diocese. The Diocese anticipates that in excess of 400 individuals may assert abuse claims for which they may seek to hold the Diocese responsible. The Diocese may have insurance coverage for some of the CVA claims it will face. The Debtor is filing a motion to seek portions of its schedules and creditor matrices under seal to keep the identities of abuse claimants confidential. In light of the sensitive nature of the claims of the CVA Plaintiffs and other Abuse Claimants, to avoid causing unnecessary additional anguish or embarrassment, and to encourage such individuals to feel safe and secure in advancing their claims without fear of retribution or reprisal, the Diocese submits that it would be inappropriate and potentially harmful to require the public disclosure of identifying information relating to individuals who have, either informally, formally, or through filing a lawsuit, notified the Diocese of allegations of abuse by clergy members or other persons employed by Catholic entities or otherwise subject to Diocesan supervision. 8 Counties in New York The Diocese serves an 8-county region in Western New York. There are currently 161 parishes and 594,315 Catholic individuals in the territory of the Diocese. These individuals are served by 144 active Diocesan priests, 84 Religious priests that reside in the Diocese, 25 extern priests and 129 permanent deacons. The Diocese employs more than 240 people, which includes both clergy and laity. The Diocese is a not-for-profit Religious Corporation under New York State law. For the past several years, the Diocese's expenses have exceeded its revenue. Gross revenue for the fiscal year ending on Aug. 31, 2019 was $13.1 million while expenses before taking into account certain non-recurring activity were $18.1 million. Gross revenue for the fiscal year ending on Aug. 31, 2018 was $18.1 million and expenses before taking into account certain non-recurring activity were $19.9 million. The Diocese has expended nearly $20 million over the past two fiscal years in connection with voluntary settlement payments to abuse victims as part of its Independent Reconciliation and Compensation Program. The primary source of revenue used by the Diocese to support its operations comes from parish assessments. The Diocese assesses parishes an annual amount based primarily on historical parish offeratory. Assessments are due on a monthly basis. Assessments are collected for general Diocesan purposes and also for the purposes of supporting elementary education and priest retirement obligations. Additional sources of operating funds include (i) revenue from the annual Fund for the Faith appeal which is run in conjunction with Catholic Charities, (ii) contributions and bequests from the faithful, and (iii) realized investment gains. Chapter 11 Filing Reverend Peter J. Karalus, the Vicar General and Moderator of the Curia, said in bankruptcy court filings that the Diocese does not seek Chapter 11 relief to shirk or avoid responsibility for any past misconduct by clergy or for any decisions made by Diocesan authorities when addressing that misconduct. The Diocese does not seek bankruptcy relief to hide the truth or deny any person a day in court. In fact, the Diocese is committed to pursuing the truth and has never prohibited any person from telling his/her story or speaking his/her truth in public. The Diocese has publicly disclosed perpetrators. The Diocese has made and requires criminal referrals to be made for all credible allegations of sexual abuse. The Diocesan Apostolic Administrator, The Most Reverend Edward B. Scharfenberger has acknowledged past shortcomings by the Diocese and haveattempted to offer aid and comfort to victims of abuse. The Diocese has established standards for the training and background assessment of all employees, clerics and volunteers who will likely interact with children and young people." The Diocese has commenced this Chapter 11 Case in order to (a) provide an orderly claims administration process that will ensure a more equitable distribution of funds to creditors, including victims of abuse; and (b) bring about a reorganization of the Diocese that will ensure that the mission of the Diocese may continue to be fulfilled in service of the Catholic faith. About The Diocese of Buffalo The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics over eight counties in Western New York. The territory of the Diocese is co-extensive with the counties of Erie, Niagara, Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus and Allegany in New York State, comprising 161 parishes. There are 144 diocesan priests and 84 religious priests who reside in the Diocese. The Diocese through its central administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese "OCE"; (b) conducts school operations through which it provides parish schools with financial and educational support; (c) provides comprehensive risk management services to the OCEs; (d) administers a lay pension trust and a priest pension trust for the benefit of certain employees and priests of the OCEs; and (e) provides administrative support for St. Joseph Investment Fund, Inc. Dealing with sexual abuse claims, the Diocese of Buffalo, New York, sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb. 28, 2020. The Diocese was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Carl L. Bucki is the case judge. Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is the Debtor's counsel. Stretto is the claims agent, maintaining the page https://case.stretto.com/dioceseofbuffalo/docket DONALD B. BURNHAM: Tosi Trust Buying North Port Property for $154K ------------------------------------------------------------------ Donald Raymond Burnham and Alice Ann Burnham ask the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the real property located at 3481 Nekoosa St., North Port, Sarasota County, Florida to Matthew and Lyn Tosi Revocable Trust for $153,842, pursuant to their "As Is" Residential Contract for Sale and Purchase. On Jan. 20, 2020, the Salvation Trust through its trustee, Deborah Bakaletz, executed a quit-claim deed transferring ownership of the Real Property, more particularly described as follows Lot 20, Block 2629, Fifty-Second Addition to Port Charlotte Subdivision, according to the plat thereof recorded in Plat Book 21, Page 13, of the Public Records of Sarasota County, Florida, Sarasota County Tax Collector Account No. 0993262920, to the Wife-Debtor, Alice Burnham. On Jan. 27, 2020, the Wife-Debtor executed the Sale Contract through which she intends to sell the Real Property to the Purchasers for the sum of $153,842. The sale of the property is presently set to occur on Feb. 15, 2020. However, the Purchasers have agreed to extend the closing to Feb. 28, 2020, if necessary. Upon information and belief, the only parties who may claim a lien against the Real Property are the Sarasota County Tax Collector and the Internal Revenue Service. The claim of the Tax Collector will be paid in full at closing. According to the claim (Claim #2-2) filed by the IRS, the IRS recorded a tax lien in the amount of $1,732,896 against the Trust with the Sarasota Clerk of the Circuit Court. However, Old Republic National Title Insurance Company did not find the lien when it performed a title search. Through the instant motion, the Debtors are asking authority from the Court to sell the Real Property "as is" and "where is," free and clear of any potential liens, with valid and enforceable liens attaching to the proceeds of the sale. The lien of the IRS, to the extent it exists, will attach to the proceeds. Taxes and ordinary closing costs, including broker's fees, will be paid at closing. The net proceeds, after payment of closing costs, will be held in trust by the Debtors' counsel until the Court determines whether the IRS holds a lien against the funds. The proposed sale is on fair and equitable terms and is in the best interest of the bankruptcy estate and its creditors. The Debtors ask that the 14-day stay required under Bankruptcy Rule Section 6004(h) be waived, and that any order granting the Motion is effective immediately upon entry. Donald Raymond Burnham and Alice Ann Burnham sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 15-11110) on Nov. 2, 2015. DPW HOLDINGS: Agrees to Settle Derivative Action Pending in Calif. ------------------------------------------------------------------ DPW Holdings, Inc., entered into a definitive settlement agreement between Plaintiffs Ethan Young and Greg Young, derivatively on behalf of Nominal Defendant DPW against the Company's then directors and DPW itself, Case No. 2:18-cv-06578, filed in the United States District Court in the Central District of California on July 31, 2018. Under the terms of the settlement agreement, the Company's Board of Directors will implement certain changes to the Company's bylaws, committee charters, corporate governance policies, and the composition of the Board, including the resignation of a current director and the appointment of two new independent directors. In addition, the parties have agreed upon a payment of attorneys' fees in the amount of $600,000 payable by the Company's Director & Officer liability insurance. The settlement agreement contains no admission of wrongdoing. The Company has always maintained and continues to believe that it did not engage in any wrongdoing or otherwise commit any violation of federal or state securities laws or other laws. There can be no assurance that the settlement will be finalized and approved by the Court and, even if approved, whether the conditions to closing will be satisfied, and the actual outcome of this matter may differ materially from the terms of the settlement. The Company recommends that stockholders, investors and any other interested parties read the Company's public filings and press releases available on its website at www.DPWHoldings.com under the Investor Relations section or available at www.sec.gov. About DPW Holdings Headquartered in Newport Beach, California, DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies that hold global potential. Through its wholly owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, crypto-mining, and textiles. In addition, the company owns a select portfolio of commercial hospitality properties and extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW Holdings incurred a net loss of $32.98 million in 2018, following a net loss of $10.89 million in 2017. As of Sept. 30, 2019, the Company had $47.42 million in total assets, $29.50 million in total iabilities, and $17.92 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating 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. DUFF & PHELPS: S&P Downgrades ICR to 'B-' on Leveraged Buyout ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based business consulting firm Duff & Phelps Holdings Corp. to 'B-' from 'B' and removed all of its ratings on the company from CreditWatch where it placed them with negative implications on Feb. 6, 2020. The downgrade follows the company's announcement of financing plans for its proposed $4.2 billion buyout by a group of investors led by its financial sponsors Stone Point Capital, Further Global, and Permira. The transaction financing includes a $1.55 billion dual-currency senior secured term loan, an undrawn $200 million revolving credit facility, and $450 million of senior unsecured notes. Meanwhile, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the company's proposed senior secured credit facility and its 'CCC' issue-level rating and '6' recovery rating to its proposed senior unsecured notes. The downgrade reflects Duff & Phelps' substantial debt burden under the proposed capital structure for its leveraged buyout (LBO) and the acquisition of Lucid. Despite its expectation for positive organic revenue growth and expanding EBITDA margins, S&P believes the company's increased debt and interest expense will cause its leverage to remain above 6.5x while it sustains a free operating cash flow (FOCF)-to-debt ratio in the 5% area over the next two years, which is inconsistent with the rating agency's expectations for a 'B' issuer credit rating. The stable outlook reflects S&P's expectation that Duff & Phelps will continue to expand its organic revenue by the low- to mid-single-digit percent area while benefitting from operational initiatives, the roll-off of one-time costs, and successful acquisition integrations that improve its EBITDA margins over the next 12 months despite its substantial debt burden. Pro forma for the acquisition, S&P expects the company's leverage to decline to the high-6x area in 2021, from the low-7x area in 2020, and anticipates that the company's FOCF-to-debt ratio will remain in the 5% area over the next two years. "We could lower our rating on Duff & Phelps if we believe its capital structure is unsustainable, which could occur if it faces operational challenges such as acquisition-integration missteps, client volume declines due to increased competition, or reputational challenges that cause its revenue or EBITDA to fall and lead its FOCF-to-debt ratio to become negligible. We could also lower our rating if the company pursues substantial debt-financed acquisitions or shareholder rewarding activitiess such that we believe it will be unable to comfortably service its fixed charges with its organic cash flow generation," S&P said. "We view the probability of an upgrade for Duff & Phelps as low over the next 12 months primarily because of its sponsors' aggressive growth strategy and our expectation that its debt leverage will remain above 6.5x. To upgrade the company, we would require it to implement a more conservative financial policy, decrease its adjusted debt leverage below 6.5x, and increase its FOCF-to-debt ratio well above 5% on a sustained basis through a combination of EBITDA growth and debt repayment," the rating agency said. DUNCAN MORGAN: Trustee Objects to MacGregor's Plan Disclosures -------------------------------------------------------------- Kevin L. Sink, Chapter 11 Trustee, objects to the Disclosure Statement filed by Bannor Michael MacGregor. The Trustee points out that based on the records of the Debtor that the Trustee has reviewed to date, as well as the MacGregor Claims, the Disclosure Statement is false, misleading and inaccurate. The Trustee asserts that the Disclosure Statement does not contain adequate information sufficient for the creditors to make an informed decision on the Plan. According to the Trustee, the Disclosure Statement fails to satisfy the requirements of 11 U.S.C. Sec. 1125. As reported in the Troubled Company Reporter, Bannor Michael MacGregor filed a Plan of Reorganization for Duncan Morgan LLC. The Plan contemplates a reorganization of the Debtor's obligations. In accordance with the Plan, the Debtor intends to satisfy creditor claims from: (i) converting certain claims to equity; (ii) selling excess property; (iii) leveraging real property; (iv) rental income from certain excess property; and/or (v) loans to the Debtor or cash calls from owners. Under the Plan, all debts will be paid in full. A full-text copy of the Disclosure Statement dated Feb. 10, 2020, is available at https://tinyurl.com/sn34nuv from PacerMonitor.com at no charge. 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. The Debtor 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 On Dec. 31, 2019, the Court appointed Jeff Horton of Allen Tate Realty as the realtor for the Trustee. DURR MECHANICAL: Plan Solicitation Period Extended to May 11 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York extended to May 11 the period for Durr Mechanical Construction, Inc. to solicit acceptances for its Chapter 11 plan of reorganization. The extension will give the company additional time to make revisions to and finalize its proposed plan, and get court approval of its disclosure statement. Durr Mechanical previously filed a motion to approve its disclosure statement but it was denied by the court as the document required certain revisions. The company is currently revising the disclosure statement and is negotiating with secured and priority creditors concerning the plan. 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, is the Debtor's legal counsel. The Debtor filed its Chapter 11 plan of reorganization and disclosure statement on Sept. 13, 2019. EARTH FARE: Russell R. Johnson III Represents Utility Companies --------------------------------------------------------------- In the Chapter 11 cases of Earth Fare, Inc., et al., the law firm of Russell R. Johnson III, PLC submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the following utility companies that provided prepetition utility goods/services to the Debtors. The names and addresses of the Utilities represented by the Firm are: a. Florida Power & Light Company Attn: Joseph Ianno, Esq. Law Department 700 Universe Blvd. Juno Beach, FL 33408 b. Georgia Power Company Attn: Daundra Fletcher 2500 Patrick Henry Parkway McDonough, GA 30253 c. American Electric Power Attn: Dwight C. Snowden 1 Riverside Plaza, 13th Floor Columbus, OH 43215 d. The Cleveland Electric Illuminating Company Ohio Edison Company Attn: Kathy M. Hofacre FirstEnergy Corp. 76 S. Main St., A-GO-15 Akron, OH 44308 e. Virginia Electric and Power Company d/b/a Dominion Energy Virginia Attn: Sherry Ward 600 East Canal Street, 10th floor Richmond, VA 23219 f. The East Ohio Gas Company d/b/a Dominion East Ohio Attn: Marrissa J. Hinton 2100 Eastwood Avenue Akron, OH 44305 g. Orlando Utilities Commission Attn: Zoila P. Easterling, Esq. Deputy General Counsel P.O. Box 3193 Orlando, FL 32802 The nature and the amount of claims (interests) of the Utilities, and the times of acquisition thereof are as follows: a. The following Utilities have unsecured claims against the above-referenced Debtors arising from prepetition utility usage: American Electric Power, The Cleveland Electric Illuminating Company, Ohio Edison Company, Georgia Power Company, Orlando Utilities Commission, The Dominion East Ohio Gas Company, d/b/a Dominion East Ohio and Virginia Electric and Power Company d/b/a Dominion Energy Virginia. b. Florida Power & Light Company held prepetition deposits that secured all prepetition debt. c. For more information regarding the claims and interests of the Utilities in these jointly-administered cases, refer to the Objection of Certain Utility Companies To the Debtors' Motion For Entry of Interim and Final Orders (I) Prohibiting Utility Companies From Altering, Refusing, or Discontinuing Utility Services, (II) Deeming Utility Companies Adequately Assured of Future Payment, (III) Establishing Procedures For Determining Additional Assurance of Payment, and (IV) Setting a Final Hearing Related Thereto (Docket No. 157) filed in the above-captioned, jointly-administered, bankruptcy cases. The Law Firm of Russell R. Johnson III, PLC was retained to represent the foregoing Utilities in February 2020. The circumstances and terms and conditions of employment of the Firm by the Companies is protected by the attorney-client privilege and attorney work product doctrine. The Firm can be reached at: LAW FIRM OF RUSSELL R. JOHNSON III, PLC Russell R. Johnson III 2258 Wheatlands Drive Manakin-Sabot, VA 23103 Telephone: (804) 749-8861 Facsimile: (804) 749-8862 E-mail: russell@russelljohnsonlawfirm.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/SrqOnH About Earth Fare Inc. and EF Investment Holdings Inc. Founded in 1975 in Asheville, N.C., Earth Fare, Inc. -- http://www.earthfare.com/-- is a natural and organic food retailer with locations across 10 states. It offers groceries and wellness and beauty products. Earth Fare and its affiliate, EF Investment Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10256) on Feb. 4, 2020. At the time of the filing, the Debtors each disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; FTI Consulting, Inc. as financial and restructuring advisor; and Epiq Corporate Restructuring, LLC, as claims, solicitation and balloting agent. Malfitano Advisors, LLC, provides disposition advisory services to the Debtors. ECOARK HOLDINGS: Michael Green Quits as Director ------------------------------------------------ Michael J. Green has resigned as a member of the Board of Directors of the Ecoark Holdings, Inc. to pursue other opportunities. Mr. Green's resignation was not in connection with any disagreement with the Company on any matter relating to its operations, policies or practices, according to a Form 8-K filed with the Securities and Exchange Commission. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, Ecoark is an AgTech company modernizing the post-harvest fresh food supply chain for a wide range of organizations including growers, suppliers, distributors and retailers. The Company's wholly-owned subsidiary, Zest Labs, offers the Zest FreshTM solution, a breakthrough approach to quality management of fresh food, is specifically designed to help substantially reduce the amount of food loss the U.S. experiences each year. Through item-level monitoring and real-time predictive analytics, Zest Fresh enables customers to improve the freshness and quality of produce and proteins, realize substantial cost savings and reduce food waste. RBSM LLP, in Larkspur, CA, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Aug. 19, 2019, citing that the Company has sustained significant operating losses and needs to obtain additional financing to continue its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Ecoark reported a net loss of $13.65 million for the fiscal year ended March 31, 2019, following a net loss of $32.84 million for the year ended March 31, 2017. As of Dec. 31, 2019, EcoArk had $4.48 million in total assets, $7.74 million in total liabilities, and a total stockholders' deficit of $3.26 million. EDGEWELL PERSONAL: S&P Ups ICR to BB on Termination of Merger Deal ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on U.S.-based Edgewell Personal Care Co. (Edgewell) to 'BB' from 'BB-' and its issue-level rating on the company's senior unsecured notes to 'BB' from 'B+'. The upgrade follows the company's termination of its merger agreement with Harry's Inc. after the U.S. Federal Trade Commission's filing of a lawsuit seeking to block the proposed transaction. S&P also revised the recovery rating on the notes to '3' from '5'. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a payment default. The termination of the merger removes the immediate risk for substantial balance sheet leveraging and any Harry's-specific execution risk. The proposed Harry's acquisition would have at least temporarily resulted in significant credit ratio deterioration –- including pro forma adjusted leverage increasing to the low-6x area –- and presented execution risk, including combining two potentially dissimilar cultures. Moreover, it was possible Edgewell may not have been able to leverage the two organizations' combined competitive advantages—including Edgewell's technology and Harry's disruptive marketing savvy—into meaningful EBITDA growth, especially considering Harry's history of operating losses. Edgewell's decision to terminate the transaction and announce 3x-3.5x leverage target reduces near term credit risk. The stable outlook reflects S&P's expectation over the next year for modestly higher pro forma adjusted EBITDA excluding the infant and pet care disposal, adjusted leverage increasing to the mid-3x area (compared with about 3x for the 12 months ended Dec. 31, 2019) due to higher shareholder returns, and FOCF strengthening to about $180 million annually. It also assumes that Edgewell will refinance by early summer 2020 its $600 million notes maturing in May of 2021. "We could lower the rating if we project adjusted debt to EBITDA will increase and remain above 4x, which could result from substantially more aggressive financial policies than we expect including materially higher share repurchases, multiple bolt-on acquisitions, or an unexpected transformational acquisition. Adjusted leverage could also exceed 4x due to escalating competition from larger rivals and online shave clubs, a re-emergence of wet shave category declines, volatile input costs, including steel, or unexpected supply chain disruptions related to adverse coronavirus developments, which we presently believe is a low risk to Edgewell. We estimate that a 20% drop in EBITDA, or a sustained $225 million increase in funded debt compared with our base case forecast could result in adjusted leverage sustained above 4x," S&P said. "Although unlikely over the next year, we could raise our rating on Edgewell if it strengthens its business position and demonstrates sustained adjusted EBITDA growth following the prior two years of overall profit deterioration, which--coupled with a moderating level of shareholder payments--allows it to sustain adjusted debt to EBITDA of less than 3x. This could occur due to successful project fuel initiatives, lower input costs (namely for steel), and a continuation of more rational industry conditions," the rating agency said. EKSO BIONICS: Incurs $12.1 Million Net Loss in 2019 --------------------------------------------------- Ekso Bionics Holdings, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $12.13 million on $13.92 million of revenue for the year ended Dec. 31, 2019, compared to a net loss of $26.99 million on $11.33 million of revenue for the year ended Dec. 31, 2018. The increase in revenue for the 2019 period is primarily due to a higher volume of EksoGT and EksoNR sales. As of Dec. 31, 2019, the Company had $21.92 million in total assets, $15.12 million in total liabilities, and $6.80 million in total stockholders' equity. Gross profit for the full year ended Dec. 31, 2019 increased by 57% to approximately $6.8 million, representing a gross margin of approximately 49%. This compares to gross profit of $4.3 million for the same period in 2018, representing a gross margin of 38%. The increase was primarily due to higher average selling prices and lower production costs of EksoGT and EksoNR devices. Sales and marketing expenses were $11.4 million for the full year ended Dec. 31, 2019, compared to $13.8 million for the same period in 2018, a decrease of $2.4 million. The decrease was primarily due to the absence of one-time severance and related costs, the absence of amortization expense related to intangible assets, lower general marketing and trade show expenses and a decrease in clinical trial activities. Research and development expenses were $4.6 million for the full year ended Dec. 31, 2019, compared to $5.8 million in the same period in 2018, a decrease of $1.2 million primarily due to lower employment costs. General and administrative expenses were $7.4 million for the full year ended Dec. 31, 2019, compared to $11.7 million in the same period in 2018, a decrease of $4.3 million. The decrease was primarily due to an absence of a one-time severance and related costs associated with certain former executive officers in the comparable period of 2018, lower external consulting costs and lower legal expenses. Gain on warrant liabilities for the full year ended Dec. 31, 2019 was $6.4 million due to the revaluation of warrants issued in 2015 and 2019, compared to $1.1 million associated with the revaluation of warrants issued in 2015 for the same period in 2018. Cash on hand at Dec. 31, 2019 was $10.9 million, compared to $7.7 million at Dec. 31, 2018. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" qualification dated Feb. 27, 2020, citing that Company has incurred significant recurring losses and negative cash flows from operations since inception and an accumulated deficit. This raises substantial doubt about the Company's ability to continue as a going concern. Fourth Quarter 2019 Financial Results Revenue was $3.7 million for the quarter ended Dec. 31, 2019, compared to $3.3 million for the same period in 2018. Revenue in the fourth quarter of 2019 included approximately $3.3 million in EksoHealth revenue, an increase of 28% compared to $2.6 million in the same period in 2018, and approximately $0.4 million in EksoWorks sales, compared to $0.7 million in the same period in 2018. The Company booked a total of 26 EksoNR units in the fourth quarter of 2019, including 4 rental units. Gross profit for the quarter ended Dec. 31, 2019 increased by about 24% to $1.9 million, compared to $1.5 million in the same period in 2018, representing a record gross margin of approximately 50% in the fourth quarter of 2019, compared to a gross margin for the same period in 2018 of 45%. The overall increase in gross margin is primarily due to higher average selling prices and lower production costs of the Company's EksoNR devices. Sales and marketing expenses for the quarter ended Dec. 31, 2019 were $2.7 million, a decrease of $0.2 million, or approximately 7%, compared to the same period in 2018. The decrease was primarily due to lower general marketing and trade show expenses, a decrease in clinical trial activities and the absence of amortization expense related to intangible assets. Research and development expenses for the quarter ended Dec. 31, 2019 were $0.6 million, compared to $1.4 million for the same period in 2018, a decrease of $0.8 million, or approximately 59%. The decrease was primarily due to lower patent and licensing costs. General and administrative expenses for the quarter ended Dec. 31, 2019 were $1.4 million, compared to $2.3 million for the same period in 2018, a decrease of $0.9 million, or approximately 40%. The decrease was primarily due to lower external consulting and legal expenses and lower compensation costs from reduced headcount. Gain on warrant liabilities for the quarter ended Dec. 31, 2019 was $0.3 million due to the revaluation of warrants issued in 2015 and 2019, compared to a $1.2 million gain associated with the revaluation of warrants issued in 2015 for the same period in 2018. Net loss applicable to common stockholders for the quarter ended Dec. 31, 2019 was $2.7 million, or $0.04 per basic and diluted share, compared to net loss of $4.1 million, or $0.07 per basic and diluted share, for the same period in 2018. "By generating record revenues in the fourth quarter of 2019, we are pleased with the traction of our commercial strategy and the value that we believe our customers see in adopting our solutions," said Jack Peurach, president and chief executive officer of Ekso Bionics. "Our actions to expand customer awareness of the clinical and economic benefits of our innovative products are having a positive impact as we are building sales momentum in the U.S. inpatient rehabilitation and direct European markets. Our focus on partnering with integrated delivery networks and network operators, a key component of our growth strategy, is resulting in greater opportunities for multi-unit sales and facilitating a shorter sales cycle. With regards to our operations, we maintained fiscal discipline as evidenced by reducing our use of cash to its lowest levels in our history. Looking ahead, we believe that we are well-positioned to deliver continued top-line growth through increased sales to our existing customers and expanding our customer pipeline in both the medical and industrial segments." A full-text copy of the Form 10-K is available for free at: https://is.gd/TlyABL About Ekso Bionics Headquartered in Richmond, California, Ekso Bionics Holdings, Inc. -- http://www.eksobionics.com/-- designs, develops, and sells exoskeleton technology that has applications in healthcare and industrial markets. The Company's wearable exoskeletons are worn over clothing and are mechanically controlled by a trained operator to augment human strength, endurance, and mobility. ELEFTHERIA LLC: Kirama Offers Trustee $760K for Memphis Property ---------------------------------------------------------------- Michael E. Collins, the Chapter 11 Trustee of Eleftheria, LLC, asks the U.S. Bankruptcy Court for the Western District of Tennessee to authorize the sale of the real property located 405 North Cleveland Street, Memphis, Tennessee to Kirama Investment Group, LLC for $760,000. Even prior to the appointment of the Trustee, the Debtor had attempted to sell the Real Property. Indeed, on Sept. 11, 2019, the Debtor filed the Sale Motion, which sought approval of the sale of Real Property to Kirama pursuant their Commercial Purchase and Sale Agreement. The Debtor's Sale Motion was withdrawn on Nov. 19, 2019. The Trustee has managed to resuscitate the sale to Kirama pursuant to the same Sale Contract, following an extension and pursuant to the settlement agreement discussed herein. However, Kirama has indicated that the sale of the Real Property must close by Feb. 29, 2020. The Trustee believes that there is significant risk that the Sale Contract will fall through if the sale of the Real Property does not close prior to the end of February. Accordingly, the Trustee respectfully asks that the Court schedules a hearing on the Motion at its earliest available setting. The Debtor owns the Real Property. The Real Property is subject to a first priority deed of trust granted by the Debtor in favor of Pacific Western Bank, the assignee of CL45 MW Loan 1, LLC, which, in turn was the assignee of Kirkland Financial LLC, the original holder of such deed of trust. The Pacific Deed of Trust also encumbers certain real property owned by the Debtor that is located at 2884 Walnut Grove Road, Memphis, Tennessee. The current amount owing on the promissory note secured by the Pacific Deed of Trust is not less than $834,448. The Real Property is also subject to statutory tax liens in favor of Shelby County, Tennessee. Crosstown Arts is the lessee of the Real Property under a lease agreement dated Oct. 24, 2017. The Lease Agreement has a term of 10 years. Crosstown paid $350,000 for certain tenant improvements to the Real Property. In consideration for the TI Work, the Debtor agreed to certain rent abatements over the course of the term of the Lease Agreement. Crosstown has subleased the real property to Spectacularoptical, LLC, doing business as Black Lodge Video. The Sublease's term is substantially the same as the term specified in the Lease Agreement. The Trustee asks that the Court to approve the sale of the Real Property free and clear of Interests, with any Interests attaching to the proceeds of the sale of the Real Property. The sale of the Real Property should be approved as an exercise of the Trustee's business judgment. Both prior to and subsequent to the Petition Date, the Real Property was marketed by GrandPoint Realty, LLC. The offer reflected in the Sale Contract is the highest and best offer received by either the Debtor (pre or post-petition) or the Trustee. Additionally, GrandPoint, who has been retained in this case as realtor for the Trustee pursuant to approval by the Court has agreed to accept only a 3% seller commission, while the buyer is unrepresented. The Trustee asks the Court to approve the settlement among Pacific, Crosstown, and the Trustee. As a condition precedent to the Sale Contract, Kirama has required that the Lease Agreement be terminated/rejected and that the Sublease be assigned to Kirama. The Trustee has negotiated with Crosstown for a mutual agreed termination of the Lease Agreement, with full releases, in exchange for a payment from the proceeds of the Sale Contract in the amount of $229,000. As part of the Crosstown Settlement, Crosstown agrees to assign the Sublease to Kirama, or its designee, as required to consummate the sale. In conjunction with the Crosstown Settlement, Pacific has agreed to accept $500,000 in full satisfaction and release of the Pacific Deed of Trust, without waiving any claims for further sums up to the remaining value of its claim against the Debtor and without releasing any liens with respect to any other properties encumbered by the Pacific Deed of Trust. Pursuant to the Sale Contract and the Settlement, the proceeds from sale of the Real Property will be distributed as follows: Payee Amount Description GrandPoint $22,800 3% Sale Commission Pacific $500,000 Payment on Account of Pacific Deed of Trust Crosstown $229,000 Crosstown Settlement Shelby County $7,806 2018 and 2019 Real Property Taxes (estimated) Debtor $394 Remainder Total: $760,000 To implement the foregoing successfully, the Trustee asks waivers of the 14-day stay of an order granting a motion for relief from the automatic stay under Bankruptcy Rule 4001(a)(3), the notice requirements under Bankruptcy Rule 6004(a), and the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreement is available at https://tinyurl.com/w6smo9l from PacerMonitor.com free of charge. About Eleftheria LLC Eleftheria, LLC, is the fee simple owner of two real estate properties in Memphis, Tenn., having a total current value of $1.153 million. Eleftheria filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 19-26603) on Aug. 20, 2019. In the petition signed by James Skefos, chief manager, the Debtor disclosed $1,153,000 in assets and $2,292,812 in liabilities. Judge Jennie D. Latta oversees the case. Eugene G. Douglass, Esq., at Douglass & Runger, is the Debtor's bankruptcy counsel. Michael E. Collins, Esq., was appointed as the Debtor's Chapter 11 trustee. The trustee is represented by Manier & Herod, P.C. ELITE PHARMACEUTICALS: Closes $600K Sale Agreement with Nostrum --------------------------------------------------------------- Elite Pharmaceuticals, Inc., executed an agreement with Nostrum Laboratories Inc. pursuant to which the Company will sell to Nostrum all of its rights in and to the Company's approved abbreviated new drug applications (ANDAs) for its generic Dolophine (methadone hydrochloride tablets, 5 mg and 10 mg) and generic Bontril PDM (phendimetrazine tartrate tablet, 35 mg) for $600,000 in cash. The sale has been consummated. About Elite Pharmaceuticals Elite Pharmaceuticals, Inc. -- http://www.elitepharma.com/-- is a specialty pharmaceutical company which is developing a pipeline of niche generic products. Elite specializes in oral sustained and controlled release drug products which have high barriers to entry. Elite owns generic products which have been licensed to TAGI Pharma, Glenmark Pharmaceuticals, Inc., USA., and Lannett Company, Inc. Elite currently has eleven approved generic products, three generic products filed with the FDA, one approved generic products pending manufacturing site transfer, and an NDA filed for SequestOx. Elite reported a net loss attributable to common shareholders of $9.28 million for the year ended March 31, 2019, compared to a net loss attributable to common shareholders of $3.67 million for the year ended March 31, 2018. As of Dec. 31, 2019, the Company had $24.08 million in total assets, $15 million in total liabilities, and $9.08 million in total shareholders' equity. Buchbinder Tunick & Company LLP, in Little Falls, New Jersey, the Company's auditor since 2010, issued a "going concern" qualification in its report dated June 21, 2019, citing that the Company has incurred recurring losses from operations, negative cash flows from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. EMPRESA LOCAL: Disclosure Statement Hearing Reset to May 13 ----------------------------------------------------------- On Feb. 13, 2020, Judge Brian K. Tester of the U.S. Bankruptcy Court for the District of Puerto Rico granted the motion of debtor Empresa Local Global Inc. requesting continuance of the hearing on approval of the disclosure statement. The hearing on approval of the Disclosure Statement scheduled for April 29, 2020, at 9:30 a.m. will now be held on May 13, 2020, at 9:30 a.m., at the United States Bankruptcy Court, Jose V. Toledo Federal Building and U.S. Courthouse, 300 Recinto Sur, Courtroom No. 1, Second Floor, San Juan, Puerto Rico. Objections to the form and content of the Disclosure Statement should be in writing and filed with the court and served upon parties in interest at their address of record not less than 14 days prior to the hearing. Objections not timely filed and served will be deemed waived. A full-text copy of the order dated Feb. 13, 2020, is available at https://tinyurl.com/qtfrh7l from PacerMonitor at no charge. About Empresa Local Global Empresa Local Global, Inc., formerly known as Casas Mi Estillo, was created in 1987 and was in the business of selling wooden prefabricated houses in Puerto Rico. Empresa Local Global filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 14-06675) on August 14, 2014. The case is assigned to Judge Brian K. Tester. At the time of the filing, the Debtor was estimated to have assets and liabilities of less than $1 million. The Debtor is represented by Charles A. Cuprill-Hernandez, Esq., in San Juan, Puerto Rico. EPIC COMPANIES: To Seek Plan Confirmation on April 1 ---------------------------------------------------- Judge David R. Jones has ordered that the Court conditionally approves the Disclosure Statement filed by Epic Companies, LLC, et al., as having adequate information as required by Section 1125 of the Bankruptcy Code without prejudice to any party in interest objecting to the Disclosure Statement at the Combined Hearing. The Court has set a hearing for April 1, 2020 at 2:00 p.m. (Prevailing Central Time) to consider final approval of the Disclosure Statement and confirmation of the Plan. The Court has approved this schedule: * Voting Record Date: Feb. 14, 2020 * Commencement of Plan Solicitation and Mailing of Combined Notice: Feb. 24, 2020 * Plan Supplement Filing Deadline: March 17, 2020 * Plan Voting Deadline and Deadline to Object to Disclosure Statement and Confirmation: March 24, 2020 at 5 p.m. (Prevailing Central Time) * Deadline to File Voting Affidavit: March 26, 2020 * Deadline to file Consolidated Brief and Reply in Support of Confirmation: March 30, 2020 * Combined Hearing on Final Approval of Disclosure Statement and Confirmation of Plan: April 1, 2020 at 2:00 p.m. (Prevailing Central Time About Epic Companies Headquartered in Houston, Epic Companies, LLC, is a full-service provider to the global decommissioning, installation and maintenance markets. Its services include heavy lift, diving and marine, specialty cutting and well plugging and abandonment services. It has limited ongoing operations and is owned 50 percent by Orinoco and 50 percent by Oakridge Natural Resources, LLC, and Oakridge Energy Partners LLC. Epic Companies and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-34752) on Aug. 26, 2019. At the time of the filing, Epic Companies had estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. The Debtors tapped Porter Hedges LLP as bankruptcy counsel; S3 Advisors, LLC as restructuring advisor; Epiq Corporate Restructuring, LLC as claims agent; and Lugenbuhl Wheaton Peck Rankin & Hubbard as special counsel. Henry Hobbs Jr., acting U.S. trustee for Region 7, appointed a committee of unsecured creditors on Sept. 6, 2019. The committee is represented by Munsch Hardt Kopf & Harr, P.C. EQM MIDSTREAM: Moody's Lowers CFR to Ba2, Outlook Remains Negative ------------------------------------------------------------------ Moody's Investors Service downgraded EQM Midstream Partners, LP's Corporate Family Rating to Ba2 from Ba1, its Probability of Default Rating to Ba2-PD from Ba1-PD and its unsecured notes rating to Ba2 from Ba1. The Speculative Grade Liquidity rating remains SGL-3. The rating outlook remains negative. Concurrently, Moody's downgraded Equitrans Midstream Corporation's CFR to B1 from Ba3, PDR to B1-PD from Ba3-PD and its term loan rating to B1 from Ba3. ETRN's SGL-3 rating remains unchanged. ETRN's rating outlook is negative. All of ETRN's ratings will be withdrawn upon the proposed termination of its term loan, as there will be no rated debt at ETRN. This action follows EQM's February 27, 2020 announced actions that included a renegotiated gathering contract with its upstream partner EQT Corporation (Ba1 negative) in combination with the buyback of EQT's shares in ETRN, ETRN's acquisition of EQM's publicly held units and a new dividend policy. "EQM's announcements including the ETRN/EQM rollup and the termination of the ETRN term loan simplify the company's capital structure, and the revised dividend policy will substantially improve EQM's free cash flow outlook. Yet, these actions result in a significant increase in EQM's financial leverage, the easing of which is fully reliant on the completion of and the cash flow from the Mountain Valley Pipeline project," commented Sreedhar Kona, Moody's senior analyst. "Compounding the risk to EQM's credit profile is EQT's weakening credit profile in light of the anemic natural gas price environment and EQM's reliance on EQT as its anchor shipper. EQM's negative outlook reflects that risk." Debt List: Downgrades: Issuer: EQM Midstream Partners, LP Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD Corporate Family Rating, Downgraded to Ba2 from Ba1 Senior Unsecured Notes, Downgraded to Ba2 (LGD4) from Ba1 (LGD4) Downgraded and To be Withdrawn upon the termination of ETRN term loan: Issuer: Equitrans Midstream Corporation Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Corporate Family Rating, Downgraded to B1 from Ba3 Senior Secured Term Loan, Downgraded to B1 (LGD4) from Ba3 (LGD4) Outlook Actions: Issuer: EQM Midstream Partners, LP Outlook, remains Negative Issuer: Equitrans Midstream Corporation Outlook, remains Negative, to be withdrawn upon the termination of ETRN term loan RATINGS RATIONALE The downgrade of EQM's CFR to Ba2 was precipitated by a combination of factors including EQM's elevated debt leverage from the proposed transactions and the execution risk in improving its debt leverage, and EQT's weakening credit profile. EQM's reliance on MVP's cash flow to ease its worsening financial leverage, and execution uncertainty around MVP due to regulatory road blocks pose a substantial risk to EQM's credit profile. EQM's revised dividend policy will help the company retain a meaningful amount of cash; however, without MVP's cash flow the company's financial leverage will remain elevated. Additionally, with about 70% of EQM's revenues derived from EQT, EQM's credit profile is closely tied to that of EQT and its weakening cash flow outlook in light of low natural gas prices. The downgrade of ETRN's CFR to B1 follows EQM's downgrade. EQM's Ba2 CFR is supported by its close proximity to high production volumes in the Marcellus Shale and the critical nature of its pipelines for moving natural gas within the region to long haul pipelines. Contract renegotiations with EQT have provided EQM with a new 15-year gas gathering agreement with immediately effective longer-term, higher minimum volume commitments that will enhance EQM's long-term cash flow profile. EQM is restrained by its basin concentration and the multiple delays in completing the MVP project, which is owned by the joint venture in which EQM is the largest equity owner and serves as the operator of the pipeline. EQM's credit profile is also constrained by EQT's credit weakness. ETRN's B1 CFR, two notches below EQM, reflects the company's status as a pure-play holding company without any hard assets and debt that is structurally subordinated to the debt at EQM. ETRN's $600 million term loan's ($594 million outstanding as of December 31, 2019) serviceability is solely reliant on distributions from EQM, a distribution stream which is junior to EQM's substantial financing and operating requirements and its debt. EQM has a $3 billion revolving credit facility due 2023, $1.4 billion of term loan due 2022 and $3.5 billion of senior unsecured notes with staggered maturities, as of December 31, 2019. EQM's revolver, term loan and senior notes are unsecured and are pari passu. Accordingly, the senior notes are rated Ba1, the same as the CFR. EQM should have adequate liquidity, as reflected in its SGL-3 rating. As of December 31, 2019, the company had approximately $600 million in borrowings under its $3 billion unsecured revolving credit facility due October 2023. EQM's capital spending through 2020 will include capital contributions dedicated to its MVP project and other growth projects. Moody's expects EQM to fund its liquidity needs through its operating cash flow and revolver draws. There is one financial covenant governing the credit facility -- a maximum consolidated Debt/EBITDA ratio of 5.0x, stepping up to 5.5x during an acquisition period. Additional borrowings through 2020 will strain EQM's ability to remain in compliance with its covenant, but the company should maintain compliance with its covenant requirements. However, the company risks breaching its covenant if MVP is not online in 2021. There are no debt maturities until August 2022 when the term loan matures. EQM's negative outlook reflects the continued uncertainty in the completion of MVP and the weakness in EQT's credit profile. ETRN's negative outlook follows EQM's negative outlook. EQM's ratings could be downgraded if its debt to EBITDA sustains above 6x or if EQT's credit quality deteriorates significantly. ETRN's ratings could be downgraded if EQM's ratings are downgraded. An upgrade of EQM is unlikely given EQT's negative outlook. EQM's ratings could be considered for an upgrade if EQM reduces its debt to EBITDA to below 5x and there is significant improvement in EQT's credit quality. ETRN's ratings could be upgraded if EQM's ratings are upgraded. The principal methodology used in these ratings was Midstream Energy published in December 2018. EQM Midstream Partners, LP is a master limited partnership that owns and operates interstate pipelines and gathering lines primarily serving Marcellus Shale production. ERNEST VICKNAIR: Disbursing Agent Selling Houma Property for $20K ----------------------------------------------------------------- Patrick J. Gros, the Disbursing Agent of Ernest A. Vicknair, Jr., asks the U.S. Bankruptcy Court for the Eastern District of Louisiana to authorize the sale of the real property located at 5555 Bayou Black Drive, Houma, Louisiana to Brett Vicknair, or his designee(s) for $20,000. The Debtor's Plan provides, in relevant part, that the Disbursing Agent is to market and sell the non-exempt assets of the Debtor's estate, including 5555 Bayou Black Drive, and is authorized to retain appropriate professionals to carry out his duties under the Plan. Exhibit 2 to the Plan alleges that the estimated net proceeds from the sales of 5555 Bayou Black Drive would be approximately $42,500. The Disbursing Agent has received and accepted, subject to the Court's approval, the offer from the Purchaser for 5555 Bayou Black Drive in the amount of $20,000. The Purchase Agreement includes the following additional terms and conditions: (i) the proposed sale is subject to the approval by the Court; and (ii) the proposed sale is an all cash sale and is not contingent upon financing or the sale of any other property. The Disbursing Agent asks the entry of an order (a) authorizing the sale of 5555 Bayou Black Drive under Section 363(b); (b) free and clear of liens, claims, and interests, with liens, claims, and interests attaching to the proceeds; and (c) granting such other related and appropriate relief. In the matter, the Disbursing Agent did not make a decision to sell 5555 Bayou Black Drive since the sale of that property is required by the terms of the Plan. Therefore, the Disbursing Agent submits that the requirement of a showing of a sound business justification was either met previously or is inapplicable under the present circumstances. The Disbursing Agent proposes and requests authority to hold in trust the net proceeds of the sale of 5555 Bayou Black Drive for distribution pursuant to the other applicable provisions of the Plan. The net proceeds of the Sale will be calculated by taking the gross amount of each Sale indicated and deducting all usual and customary closing costs, the realtor's commission due and payable, and the pro rata share of the Sale's portion of the Quarterly Fee due to the Office of the United States Trustee based upon the total gross amount of the Sale. A copy of the Agreement is available at https://tinyurl.com/uo7rhen from PacerMonitor.com free of charge. About the Debtor Ernest A. Vicknair, Jr., sought Chapter 11 protection (Bankr. E.D. La. Case No. 17-11059) on April 27, 2017. The Debtor tapped Eric J. Derbes, Esq., at The Derbes Law Firm, LLC, as counsel. On April 9, 2018, the Court confirmed the Debtor's Plan of Reorganization as of Dec. 4, 2017 with Immaterial Modifications as of Feb. 28, 2018, recognizing and appointing Patrick J. Gros as the Disbursing Agent. On June 21, 2018, the Court appointed Tiffany Mohre and Kathy Neugent as realtors. EVERGREEN PALLET: March 26 Hearing on Disclosure Statement ---------------------------------------------------------- Judge Robert D. Berger has ordered that the hearing to consider the approval of the disclosure statement filed by Evergreen Pallet LLC will be held at Robert J Dole US Courthouse, 500 State Avenue Room 151, Kansas City, KS 66101 on March 26, 2020, at 1:30 p.m. Objections to the Disclosure Statement will be filed and served if any, on or before March 18, 2020. About Evergreen Pallet Evergreen Pallet LLC is a pallet supplier in Wichita, Kansas. Evergreen Pallet filed a petition seeking relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 19-21983) on Sept. 17, 2019. In the petition signed by Jeffrey Ralls, member, the Debtor listed assets at $1,316,600 and liabilities at $6,624,679. The Hon. Robert D. Berger is the case judge. KRIGEL & KRIGEL, PC, is the Debtor's counsel. FAIRWAY GROUP: Sets Store Closing Procedures -------------------------------------------- Fairway Group Holdings Corp., and debtor affiliates, filed with the U.S. Bankruptcy Court for the Southern District of New York a notice of their proposed store closing procedures in connection with the sale of store closing assets. The Debtors are engaged in a sale strategy with the goal of consummating as many going concern sales as possible. In connection with the Sale Strategy, they've reviewed each of their stores and analyzed their profitability, and will continue to do so during these chapter 11 cases. In analyzing their stores, the Debtors considered, and continue to consider, among other factors, current occupancy costs, historical and projected store profitability, recent and projected sales trends, the geographic market in which each store is located, the potential to realize negotiated rent reductions with the landlords of the applicable store, specific factors related to a store’s performance, and whether any firm offer for such store was obtained or is likely available from third-parties. If a buyer is not found for a particular store, the Debtors must be able to quickly and efficiently wind down and liquidate such stores. By the Motion, the Debtors ask approval of the Store Closing Procedures to be applied to such stores immediately upon designating a Closing Store in order to preserve liquidity and maximize the value of the Debtors' estates. The Debtors ask approval of (i) the Store Closing Procedures to sell, transfer, or abandon the furniture, fixtures, and equipment ("F&E"), inventory and other assets, including surplus, obsolete, non-core, or burdensome assets ("De Minimis Assets") ("Store Closing Assets") at any Closing Store, in each case free and clear of liens, claims, or encumbrances, with any such liens attaching to the proceeds of the Store Closing Sales; and (ii) related relief. The Debtors will provide notice of their intent to apply the Store Closing Procedures to stores identified as Closing Stores in accordance with the proposed procedures set forth in the Motion. In addition, the Debtors will, either directly or through the retention of a liquidation consultant, subject to any restrictions set forth in the Debtors DIP financing facility, including the interim and final orders with respect thereto, conduct the sales of the inventory and Store Closing Assets for any Closing Stores. The Debtors propose implementing the Store Closing Procedures to facilitate seamless Store Closing Sales and closure of the Closing Stores. The Debtors have determined that, in the exercise of their business judgment, implementing the Store Closing Procedures will provide the most timely and efficient means of maximizing the value of the Store Closing Assets in the event that they are not sold. The Debtors will market the leases, and, therefore, they've not yet made a determination whether to reject the leases for the Closing Stores. Therefore, the Debtors are asking authority, but not direction, to cease operations at any particular Closing Store. Nothing in the Motion or the Proposed Order should be construed as requiring the Debtors to identify any Closing Stores or conduct Store Closing Sales at any particular Closing Store. The Debtors will notify landlords, unions, and employees, among other parties affected by the closure of the Closing Stores. A complete list of the Debtors' stores that the Debtors may, in the exercise of their business judgment, be required to wind down and liquidate ("Potential Closing Stores") is reflected in Exhibit 2. The Debtors believe that in most cases, the Store Closing Procedures are consistent with Liquidation Sale Laws and with the leases affected by the Store Closing Sales. Certain requirements, however, may hamper their efforts to maximize the value of their Store Closing Assets, as approximately 30% of which consist of perishable inventory. Thus, they ask authority to conduct the Store Closing Sales in accordance with the Store Closing Procedures without complying with the Liquidation Sale Laws, when the two are inconsistent. Similarly, the Debtors request a finding that any contractual restrictions that could otherwise inhibit or prevent their ability to maximize recovery through the Store Closing Sales are unenforceable. In certain cases, the Store Closing Sales may be inconsistent with certain provisions of leases, subleases, vendor contracts, or other documents associated with the Closing Stores, including reciprocal easement agreements, agreements containing covenants, conditions, and restrictions, including "go dark" provisions and landlord recapture rights, or other similar documents or provisions. Further, they ask that the Court orders that no person or entity, including utilities, landlords, contract counterparties, suppliers, creditors, and all persons acting for or on their behalf, will interfere with or otherwise impede the conduct of the Store Closing Sales, or institute any action against the Debtors or landlords at the Closing Stores in any court (other than in the Court) or before any administrative body in any way that directly or indirectly interferes with, obstructs, or otherwise frustrates the conduct of the Store Closing Sales. The Debtors also ask that they be presumed to be in compliance with any applicable "fast pay" laws to the extent such payroll payments are made by the later of (i) the Debtors' next regularly scheduled payroll and (ii) seven calendar days following the termination date of the relevant employee, and in all such cases consistent with, and subject to, any previous orders of the Court regarding payment of same. The relief requested represents a sound exercise of the Debtors' business judgment. The Store Closing Procedures represent the most efficient and appropriate means of maximizing the value of the Store Closing Assets, while balancing the potentially competing concerns of affected proprietors and other parties in interest. Any interruption or delay in the Debtors' ability to efficiently close the Closing Stores during these chapter 11 cases could have serious negative consequences for the Debtors' estates. Any Store Closing Assets that are not sold during the Store Closing Sales will be transferred to surrounding locations or abandoned. A copy of the Store Closing Procedures is available at from PacerMonitor.com free of charge. A hearing on the Motion is set for Feb. 20, 2020 at 2:00 p.m. (ET). The objection deadline is Feb. 13, 2020 at 4:00 p.m. (ET). About Fairway Group Fairway Group -- https://www.fairwaymarket.com/ -- is a food retailer operating 14 supermarkets across the New York, New Jersey and Connecticut tri-state area, including two with freestanding wine and liquor stores (the Stamford and Pelham locations) and two with in-store wine and liquor stores (the Woodland Park and Paramus locations). The company's flagship store is located at Broadway and West 74th Street, on the Upper West Side of Manhattan, featuring a cafe, Sur la Route, and state of the art cooking school. Fairway's stores emphasize an extensive selection of fresh, natural, and organic products, prepared foods, and hard-to-find specialty and gourmet offerings, along with a full assortment of conventional groceries. Fairway Group Holdings Corp. and 25 affiliated companies sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10161) on Jan. 23, 2020. In the petitions signed by CEO Abel Porter, the Debtors were estimated to have $100 million to $500 million in assets and liabilities. Judge James L. Garrity, Jr., is assigned to the cases. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; Peter J. Solomon and Mackinac Partners, LLC as financial advisor; and Omni Agent Solutions as claims, noticing and solicitation agent. FEMUR BUYER: Moody's Affirms B3 CFR & Alters Outlook to Negative ---------------------------------------------------------------- Moody's Investors Service affirmed Femur Buyer, Inc.'s B3 Corporate Family Rating, B3-PD Probability of Default Rating and the B2 rating of its senior secured first lien credit facilities. At the same time, Moody's changed the outlook to negative from stable. The affirmation reflects the company's solid business fundamentals and Moody's expectations that revenue will grow. Further, the affirmation reflects the company's adequate liquidity, supported largely by a sizeable revolving credit facility. The change of outlook to negative reflects the erosion in earnings over the past year due to operating issues at its Santa Ana and Oregon production facilities and increased labor and compliance costs. While Moody's believes that the company has largely addressed these issues, the pace of earnings improvement will depend on how quickly new business ramps up and productivity improvement initiatives take hold. Further, the negative outlook reflects the FDA warning letter received by the company's Detroit facility in the first quarter of 2019. Resolution of the warning letter and companywide compliance enhancement will require incremental costs. Further, any escalation of FDA findings could delay the ramp up of new business from customers. Lastly, the negative outlook reflects Moody's view that free cash flow will remain negative for at least another 2-3 quarters. This reflects significant investments the company is making in automation and growth capex. Moody's believes that these investments are good for the longer-term health of the business. However, failure to significantly improve earnings over the next 12-18 months will lead to continued negative free cash flow and a weakening of liquidity, particularly in light of the fact that the company loses the ability to partially PIK the interest on its second lien term loan in 2021. Ratings Affirmed: Issuer: Femur Buyer, Inc. Corporate Family Rating at B3 Probability of Default Rating at B3-PD $100 million Senior Secured 1st lien Revolving Credit Facility expiring 2024 at B2 (LGD3) $485 million (original face amount excluding PIK) Senior Secured 1st lien Term Loan due 2026 at B2 (LGD3) Outlook Actions: Issuer: Femur Buyer, Inc. Outlook changed to negative from stable RATINGS RATIONALE The B3 CFR reflects Femur's very high financial leverage, moderate scale, sole focus on the orthopedic market and customer concentration. Moody's estimates that Femur will end 2019 with adjusted debt/EBITDA exceeding 9.0x. Including pro forma benefits from select productivity improvement initiatives and capex capacity increases that Moody's believes are achievable over the next year, adjusted debt/EBITDA would be closer to 8.0x. As a result of the high leverage, Moody's expects minimal free cash flow and modest interest coverage. That said, Femur's medical products contract manufacturing business is characterized by high barriers to entry and switching costs. This is because of the significant amount of time and investment required for its customers to obtain product regulatory approvals, of which Femur is an integrated part. Consequently, the company tends to have long-term relationships with its customers, lending stability to revenue and cash flow. Medical device companies face moderate social risk primarily related to responsible production and satisfactorily responding to social and demographic trends. For Femur Buyer, the social risks are primarily associated with responsible production include compliance with regulatory requirements for the safety of medical devices as well as adverse reputational risks arising from recalls associated with manufacturing defects. Ratings could be downgraded if the company's liquidity and/or operating performance deteriorates. The ratings could also be downgraded if the company pursues an aggressive debt-funded acquisition strategy or if free cash flow remains negative on a sustained basis. Ratings could be upgraded if Femur materially increases its size and scale, diversifies its product portfolio and demonstrates stable organic growth. Adjusted debt/EBITDA sustained below 6.0 times and sustained positive free cash flow could support an upgrade. Femur Buyer Inc. is the parent company of several companies doing business under the "Orchid Orthopedics" brand name. Femur is a provider of medical device outsourcing services. The company specializes in casting, coating, forging and finishing of implants and instruments used primarily in joint reconstruction, spine, trauma, and sports medicine procedures. The company's pro forma revenues are approximately $342 million. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. FERRO CORP: S&P Affirms 'BB-' Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its ratings on Ferro Corp., including the 'BB-' issuer credit rating and the 'BB-' issue-level and the '3' recovery ratings remains unchanged on Ferro's first-lien term loan facility. The '3' recovery rating reflects S&P's expectations of meaningful (50%-70%; rounded estimate: 50%) recovery prospects in the event of a payment default. The affirmation of the 'BB-' issuer credit rating on Ferro Corp. reflects S&P's belief that the company's leverage will remain within its expectations, such that weighted-average funds from operations (FFO) to debt will remain between 12% and 20%, despite weakened operating performance last year. The stable outlook reflects S&P's expectation that Ferro's FFO to debt will remain above 12% and the company will continue to focus on innovation. The rating agency's base case assumes Ferro continues to maintain status quo operations, including its tile coatings business. S&P will review the company's business and capital structure near the close of the divestiture. "We could lower the rating within the next 12 months if a weaker operating environment leads to a 200 basis point (bps) decline in both EBITDA margins and revenue from our base case. If this occurred, we could consider a lower rating if FFO to debt dropped below 12%. In addition, we could lower the rating if, against our expectations, the company undertook more aggressive financial policies, such as a large debt-funded acquisition or shareholder rewards, resulting in weaker credit measures," S&P said. "We could raise the rating within the next 12 months if FFO to debt rose above 20% on a sustained pro forma basis. In such a scenario, we would expect both EBITDA margins and revenue growth to improve 300 bps from our expectations. This would likely occur if there is a greater-than-expected shift to new products, with higher EBITDA margins. Before considering an upgrade, we would need to gain clarity that the company's financial policies and growth initiatives would support maintaining these credit measures and profitability," the rating agency said. FIRST QUANTUM: S&P Affirms 'B-' ICR, Alters Outlook to Negative --------------------------------------------------------------- S&P Global Ratings revised its outlook on First Quantum Minerals' (FQM's) long-term issuer credit rating to negative from stable, and at the same time affirming the 'B-' rating. The rating actions came after S&P lowered its sovereign credit rating on Zambia, source of about two-thirds of FQM's cash flows in 2019, to 'CCC/Negative/C' from 'CCC+/Stable/C', indicating a higher probability of a default later this year. Zambia's liquidity challenges may pose some short-term risks for Canada-headquartered copper miner FQM. The negative rating action on Zambia highlights the risk of a potential default in the coming six to 12 months. This could translate into potential restrictions to foreign exchange access for corporates, and other business disruptions, such as new regulations or availability of infrastructure. In 2018, about 70% of FQM's EBITDA and cash flows came from Zambia. As a result, S&P considered one notch above Zambia's transfer and convertibility (T&C) assessment (then 'CCC+', now 'CCC') to be a cap on FQM's rating. With the ramp-up of its flagship greenfield copper mine, Cobre Panama, the exposure to Zambia has decreased to below 70% in 2019 and is projected to decrease to about 50% of EBITDA by the end of the year. Consequently, S&P now considers a gap of up to two notches between FQM's rating and Zambia's T&C as appropriate, before having an effect on the rating. S&P's assessment of FQM's stand-alone credit profile (SACP) is unchanged at 'b'. Full-year EBITDA for 2019 came in at the lower end of S&P's September forecast, at $1.6 billion compared with its previous projection of $1.6 billion-$1.8 billion. This reflected lower average market copper prices (partly offset by the company's hedging program), production at the lower end of guidance, and a slight increase in the group's costs. In 2019, the company started to see the first contribution from the ramp-up of Cobre Panama--it contributed 133,000 tonnes of copper sales, and $203 million EBITDA from commercial production from Sept. 1, 2019 to Dec. 31, 2019. "Looking into 2020, we expect the company's S&P Global Ratings-adjusted EBITDA to step up to $2.2 billion-$2.5 billion, mainly thanks to Cobre Panama," the rating agency said. S&P's projection takes into account some recovery from the current low copper prices (average price of $6,000/t in 2020). Its base case assumes a deleveraging to adjusted debt to EBITDA of 4.0x-4.5x by end-2020, compared with about 6.6x at end-2019, and a positive free operating cash flow (FOCF) generation of $0.6 billion-$0.7 billion. This is equivalent on a net debt basis (taking into account the company's cash balance) to 3.5x-4.0x at end-2020 versus 5.9x at end-2019. "We continue to regard favorably the company's objective to reduce its gross debt. We understand that the company continues to aim for reported net debt to EBITDA of not more than 2.0x over the long term (versus about 5.0x at end-2019) before embarking on new projects. As of Dec. 31, 2019, the company's reported net debt was $7.7 billion. Under the assumption of an annual EBITDA of about $2.5 billion, FQM would be able to meet its objective as early as 2022," S&P said. "Current ownership has no effect on the rating. We understand that the China-based copper producer Jiangxi Copper has recently increased its stake in FQM, reaching 18.02%, becoming the largest shareholder (the rest of the shares are free float). We also understand that there is an agreement between FQM and Jiangxi that restricts the latter from increasing its stake in FQM to over 20%. In our view, it is still too early to assess Jiangxi's long-term strategy, which could include a collaboration between the two companies," the rating agency said. The negative outlook reflects over the short term the potential default of Zambia, and the potential operational disruptions as Zambia's liquidity position remains constrained. Under its base-case scenario, S&P projects adjusted EBITDA of $2.2 billion-$2.5 billion in 2020, translating into an adjusted debt to EBITDA in the range of 4.0x-4.5x, with FOCF of $0.6 billion-$0.7 billion. It continues to view adjusted debt to EBITDA of 4.0x-5.0x as commensurate with the current 'b' SACP. S&P does not factor in any negative impact from the pending issues around the enactment of the law that issued the Cobre Panama license. "Over the short term, we could take a negative rating action on FQM if there is a further deterioration in the sovereign credit quality of Zambia, leading to an increased risk of foreign-exchange controls affecting FQM's ability to repatriate cash," S&P said. "That said, with a higher earnings contribution coming from Cobre Panama at least about a third of EBITDA by the end of 2020, FQM's exposure to Zambia will decrease somewhat, and the linkage between our ratings on the sovereign and FQM will further weaken," the rating agency said. On a stand-alone basis, pressure on the 'b' SACP could increase if liquidity deteriorates or if the company's adjusted debt to EBITDA was above 5.0x without a clear path to improvement. This could occur if S&P observes one or more of the following: -- A production shortfall in Zambia. For example, a production drop of more than a third in 2020 (all else being equal); -- A material drop in copper prices in the second half of the year or in 2021 (the company's price exposure is partly mitigated by hedges in place); -- Slower ramp-up of Cobre Panama or much higher production costs; or -- The launch of a new sizable greenfield project or a material acquisition. "We could stabilize the outlook on FQM's 'B-' rating later this year, if we believed that Zambia's weak liquidity position was contained and FQM continued to de-risk its exposure to the country in line with its plans, and with increasing free cash flows coming from Cobre Panama," S&P said. "The likelihood of an upgrade of our rating on FQM to 'B' in the next six to 12 months has now become more remote. Such a rating action would require a stabilization of the Zambia situation. In addition, we would also expect the pending legal issues around the enactment of the law that issued Cobre Panama's license to continue to have no negative effect on operations," the rating agency said. FLOYD SQUIRES: Liquidating Agent Selling Samoa Property for $77.5K ------------------------------------------------------------------ Janina M. Hoskins, the Liquidating Agent of the estate of the Floyd E. Squires III and Betty J. Squires, asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the real property located at 2409 Lindstrom Avenue, Samoa, California to Jonathan Koechlin or his designee for $77,500, subject to higher and better bids. A hearing on the Motion is set for March 4, 2020 at 10:30 a.m. The Property generates no revenue. An earlier sale of the Property approved by order of the Court fell through. The Liquidating Agent moves to sell the Property to the Buyer. The Property will be sold free and clear of liens. Subject to Court approval and higher and better bids, the Liquidating Agent has accepted an offer of $77,500 from the Buyer for the Property, with an initial deposit of $2,713 and the balance to be paid at the close of escrow, with escrow to close within 30 days after entry of an order approving the sale. Any and all terms of the Sale Agreement, including, but not limited to the payment of any commissions, are subject to the approval of the United States Bankruptcy Court for the Northern District of California and overbid. The Buyer is purchasing the Property on an "as is, where is" basis, with no warranties or representation. Any dispute over the terms of the Sale Agreement will be resolved by the Bankruptcy Court. The sale is subject to overbids on the same terms and conditions as the Sale Agreement, with the overbid deadline being set three days prior to the Court hearing on the Motion. If a qualified overbid is received, an auction will be held before the Court, unless directed otherwise by the Court. Annexed to the Hoskins Declaration as Exhibit B are the relevant pages of a title report issued by Humboldt Land Title concerning the Property. A title report for the Property notes that on Sept. 21, 2001, a deed of trust in the amount of $50,000 was recorded as Document No. 2001-24327-15 in the Official Records of Humboldt County in favor of Option One Mortgage Corporation, a California corporation, concerning loan number 011048669. An assignment of the beneficial interest under said deed of trust naming Wells Fargo Bank Minnesota, N.A., as Trustee for registered Holders of Option One Mortgage Loan Trust 2001-D Asset-Backed Certificates, Series 2001-D, without recourse, was recorded Aug. 28, 2002 as Document No. 2002-27552-2 in the Official Records of Humboldt County. The Assignor is listed as Sand Canyon Corp.; the Assignee is listed as New Residential Mortgage Loan Trust 2017-6. New Residential Mortgage Loan Trust 2017-6 filed a request for notice in the case on Nov. 17, 2017, requesting service on its authorized agent: Theron S. Covey, Esq., Robertson, Anschutz & Schneid, P.L., 6409 Congress Ave., Suite 100, Boca Raton, FL 33487, (tcovey@rasflaw.com). Mr. Covey has provided an alternate mailing address for his firm of 7676 Hazard Center Drive, Suite 500, San Diego, CA 92108. Mr. Covey is a registered electronic filer and receives Notices of Electronic Filing in the case. The Property is subject to various interests in favor of the City of Eureka, a municipal corporation, including four abstracts of judgment for various sums. The Liquidating Agent believes she can sell free and clear of these liens or encumbrances, and that, the City of Eureka will consent to the sale and execute those documents as may be necessary to satisfy the title company prior to closing. At the City of Eureka's request, it is possible the Liquidating Agent will request paragraphs in an order authorizing the sale of the Property that removes the City of Eureka's liens only as to the Property and not to other properties encumbered by the liens in favor of the City of Eureka. The Liquidating Agent believes that the Property can be sold free and clear of this lien, with valid amounts being paid from escrow or shortly thereafter or if any amounts are disputed. The Liquidating Agent asks an order authorizing her to direct payment from escrow of the following standard expenses: (i) A real estate broker's commission not to exceed 6% of the total sales price, which will be split with the Buyer's broker, if any; and (ii) Standard closing costs, including but not limited to unpaid real property taxes, escrow fees, if any, recording costs and the like. The Liquidating Agent asks that the order approving the proposed sale of the Property provide that the Order approving the sale is effective upon entry, and the stay otherwise imposed by Rule 62(a) of the Federal Rules of Civil Procedure and/or Bankruptcy Rule 6004(h) will not apply. About the Squires Floyd E. Squires, III, and Betty J. Squires filed for chapter 11 protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017, and are represented by David N. Chandler, Esq. of the Law Offices of David N. Chandler. Janina M. Hoskins was appointed as examiner of the Debtors on April 23, 2018. DENTONS US LLP, led by Michael A. Isaacs, is the examiner's counsel. FORTVILLE APARTMENTS: Seeks Cash Access Thru May 2020 ----------------------------------------------------- Pursuant to a second motion filed Feb. 17, 2020, Fortville Apartments LLC is asking the Bankruptcy Court to authorize use of cash collateral to pay its operating expenses, pursuant to a budget covering the period from February 2020 through May 2020. As of the Petition Date, the Debtor along with affiliated debtors, owe iBorrow REIT LP approximately $10,190,000 in principal amount, plus interest and fees. Lender claims that the Debtors owe an aggregate of $13,778,786.77 under the prepetition loan. According to the Debtor, the lender is adequately protected due to a significant equity cushion of over $4 million. Moreover, the lender is holding $1,595,000 of the Debtor's assets in interest reserve, capital expenditure reserve and tax lien reserve. A copy of the second cash collateral motion, with the budget, is available free of charge at https://is.gd/ESPcrg from PacerMonitor.com. About Fortville Apartments Fortville Apartments, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Fortville Apartments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-41081) on Jan. 26, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Thomas J. Tucker oversees the case. Zousmer Law Group, PLC is the Debtor's legal counsel. FROG POND GRADING: Allowed to Use Cash Collateral on Interim Basis ------------------------------------------------------------------ Judge J. Craig Whitley of the U.S. Bankruptcy Court for the Western District of North Carolina issued an interim order authorizing Frog Pond Grading & Paving, Inc. to use cash collateral only for ordinary, actual, and necessary business expenses during the period through the earliest of (i) the entry of a final order authorizing the use of cash collateral, or (ii) the entry of a further interim order authorizing the use of cash collateral, or (iii) entry of an Order by the Court terminating the Interim Order for cause, including but not limited to breach of the terms and conditions; or (iv) upon filing of a notice of default as provided in the Interim Order. Pinnacle Bank is granted a valid, attached, choate, enforceable, perfected and continuing security interests in, and liens upon post-petition assets of the Debtor of the same character and type actually used, to the same extent and validity as the liens and encumbrances of Pinnacle Bank is attached to the Debtor's assets pre-petition. The Bank's security interests in, and liens upon, the post-petition collateral will have the same validity and priority as existed between the Debtor, and all other creditors or claimants against the Debtor's estate on the Petition Date. The security interests and liens granted to the Bank: (i) are and will be in addition to all security interests, liens and rights of set-off existing in favor of Pinnacle Bank on the Petition Date, if any; and (ii) will secure the payment of the indebtedness owing to Pinnacle in an amount equal to the aggregate cash collateral used or consumed by the Debtor. In addition, the Debtor will make monthly adequate protection payments to Pinnacle Bank in the amount of $836.66. About Frog Pond Grading Frog Pond Grading & Paving, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No. 19-31725) on Dec. 20, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Brian P. Hayes, Esq., at Ferguson, Hayes, Hawkins & Demay, PLLC. GENCANNA GLOBAL: Farmer & Wright Represents Suppliers ----------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Farmer & Wright, PLLC provided notice that it is representing JE Services LLC, and Justin Clark, Patrick Conyea, and BDH LLC in the Chapter 11 cases of GenCanna Global USA, Inc., et al. Todd A. Farmer, of Farmer & Wright PLLC, has been retained as legal counsel by JE Services LLC, and Justin Edwards as its legal representative, 5165 Gilbertsville Highway, Calvert City KY 42029-0388, to represent its interests in all proceedings in this bankruptcy matter. The Debtor, GenCanna Global USA, Inc., owes JE Services LLC for farming and planting services pursuant to a Hemp Production Agreement with the Debtor. Todd A. Farmer of Farmer & Wright PLLC will represent JE Services LLC in these proceedings under Farmer & Wright PLLC's normal terms of engagement and hourly rates. Todd A. Farmer, of Farmer & Wright PLLC, has been retained by Justin Clark, 5470 Old US Highway 45 S, Paducah, KY 42003, to represent its interests in all proceedings in this bankruptcy matter for farming and planting services pursuant to a Hemp Production Agreement with the Debtor. Todd A. Farmer, of Farmer & Wright PLLC will represent Just D. Clark in these proceedings under Farmer & Wright's normal terms of engagement and hourly rates. Todd A. Farmer, of Farmer & Wright PLLC, has been retained by Patrick Conyea, 90 Abigale Way, Hickory, KY 42051, to represent its interests in all proceedings in this bankruptcy matter. Patrick Conyea, for farming and planting services pursuant to a Hemp Production Agreement with the Debtor. Todd A. Farmer, of Farmer & Wright PLLC will represent Patrick Conyea in these proceedings under Farmer & Wright's normal terms of engagement and hourly rates. Todd A. Farmer, of Farmer & Wright PLLC, has been retained by BDH LLC, and Brad Wiggins as its legal representative, 417 State Route 83, Mayfield KY 42066, to represent its interests in all proceedings in this bankruptcy matter. The Debtor, GenCanna Global USA, Inc., owes BDH LLC for farming and planting services pursuant to a Hemp Production Agreement with the Debtor. Todd A. Farmer, of Farmer & Wright PLLC will represent BDH LLC in these proceedings under Farmer & Wright's normal terms of engagement and hourly rates JE Services LLC, Justin Clark, Patrick Conyea, and BDH LLC, are not publicly traded companies, and neither Todd Farmer or Farmer & Wright, LLC own any business interest with any of them or any interest in the Debtor or its affiliates in this Chapter 11 proceeding. Counsel for JE Services LLC, Justin Clark, Patrick Conyea, and BDH LLC can be reached at: Farmer & Wright, PLLC Todd A. Farmer, Esq. 4975 Alben Barkley Drive, Suite 1 P.O. Box 7766 Paducah, KY 42002-7766 Tel: 270-201-7771 Fax: 270-443-4631 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/AxR1zK About GenCanna Global USA GenCanna Global USA, Inc. -- https://gencanna.com/ -- is a vertically-integrated producer of hemp and hemp-derived CBD products with a focus on delivering social, economic, and environmental impact through seed-to-scale agricultural production. GenCanna Global USA was the subject of an involuntary Chapter 11 proceeding (Bankr. E.D. Ky. Case No. 20-50133-GRS) filed on Jan. 24, 2020. The involuntary petition was signed by alleged creditors Pinnacle, Inc., Crawford Sales, Inc., and Integrity/Architecture, PLLC. On Feb., 6, 2020, GenCanna Global USA, Inc., consented to the involuntary petition and on Feb. 5, 2020 two debtor affiliates, GenCanna Global, Inc. and Hemp Kentucky, LLC filed their own voluntary chapter 11 petitions under the Bankruptcy Code Laura Day DelCotto, Esq., at DELCOTTO LAW GROUP PLLC, is representing the petitioners. The Debtors tapped Huron Consulting Services LLC is as operational advisor, Jefferies LLC as financial advisor, and Benesch Friedlander Coplan & Aronoff LLP along with Dentons Bingham Greenebaum LLP as the Company's legal counsel in connection with the Chapter 11 case. Epig is the claims agent, maintaining the page https://dm.epiq11.com/GenCanna GENCANNA GLOBAL: Morgan Pottinger Represents Trade Companies ------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Morgan Pottinger Mcgarvey provided notice that it is representing Community Financial Services Bank, Inc. and New Millennium Building Systems, LLC in the Chapter 11 cases of GenCanna Global USA Inc. Melinda T. Sunderland, of Morgan Pottinger McGarvey, has been retained as legal counsel by Community Financial Services Bank, Inc., as its legal representative, 221 West 5th Street, Benton, Kentucky 42025, to represent its interests in all proceedings in this bankruptcy matter. The debtor, GenCanna Global USA, Inc. owes Community Financial Services Bank, Inc. an obligation secured by a mortgage on real property located in Paducah, Kentucky. Melinda T. Sunderland, of Morgan Pottinger McGarvey, will represent Community Financial Services Bank, Inc. in these proceedings under Morgan Pottinger McGarvey's normal terms of engagement and hourly rates. Melinda T. Sunderland, of Morgan Pottinger McGarvey, has been retained by New Millennium Building Systems, LLC, as its legal representative, 6115 County Road 42, Butler, Indiana 46721, to represent its interests in all proceedings in this bankruptcy matter. The debtor, GenCanna Global USA, Inc. owes New Millennium Building Systems, LLC, for labor and materials provided for the hemp production facility located in Mayfield, Kentucky. Melinda T. Sunderland, of Morgan Pottinger McGarvey, will represent Community Financial Services Bank, Inc. in these proceedings under Morgan Pottinger McGarvey's normal terms of engagement and hourly rates. Community Financial Services Bank, Inc. and New Millennium Building Systems, LLC are not publicly traded companies, and neither Melinda T. Sunderland or Morgan Pottinger McGarvey own any business interest with either of them or any interest in the debtor or its affiliates in this Chapter 11 proceeding. Counsel for Community Financial Services Bank, Inc. and New Millennium Building Systems, LLC can be reached at: MORGAN POTTINGER MCGARVEY Melinda T. Sunderland, Esq. 401 South 4th Street, Suite 1200 Louisville, KY 40202 Telephone: 502-560-6775 Facsimile: 502-585-3498 Email: msunderland@mpmfirm.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/Ot5eKS About GenCanna Global USA GenCanna Global USA, Inc. -- https://gencanna.com/ -- is a vertically-integrated producer of hemp and hemp-derived CBD products with a focus on delivering social, economic, and environmental impact through seed-to-scale agricultural production. GenCanna Global USA was the subject of an involuntary Chapter 11 proceeding (Bankr. E.D. Ky. Case No. 20-50133-GRS) filed on Jan. 24, 2020. The involuntary petition was signed by alleged creditors Pinnacle, Inc., Crawford Sales, Inc., and Integrity/Architecture, PLLC. On Feb., 6, 2020, GenCanna Global USA, Inc., consented to the involuntary petition and on Feb. 5, 2020 two debtor affiliates, GenCanna Global, Inc. and Hemp Kentucky, LLC filed their own voluntary chapter 11 petitions under the Bankruptcy Code Laura Day DelCotto, Esq., at DELCOTTO LAW GROUP PLLC, is representing the petitioners. The Debtors tapped Huron Consulting Services LLC is as operational advisor, Jefferies LLC as financial advisor, and Benesch Friedlander Coplan & Aronoff LLP along with Dentons Bingham Greenebaum LLP as the Company's legal counsel in connection with the Chapter 11 case. Epig is the claims agent, maintaining the page https://dm.epiq11.com/GenCanna GENCANNA GLOBAL: Neely Brien Represents Jill Coffey, 11 Others -------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Neely Brien Wilson & Toombs, PLLC provided notice that it is representing Jill Coffey, David Joshua Cherry, Jared Donaldson, Spookhouse Farms, LLC, Robert Ellison, Bobby Toon, Conyea Farms, LLC, Jerry Holloway, Brad Mathis, Gary Riley, Brent Shultz and Ray Keith Mathis in the Chapter 11 cases of GenCanna Global USA, Inc. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, has been retained as legal counsel by Jill Coffey, as its legal representative, 3105 State Route 125, Hickman, KY 42050, to represent its interests in all proceedings in this bankruptcy matter. The Debtor, GenCanna Global USA, Inc., owes Jill Coffey for planting, cultivation, and farming services performed under an Industrial Hemp Production Agreement entered with the Debtor. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, will represent Jill Coffey in these proceedings under Neely Brien Wilson & Toombs's normal terms of engagement and hourly rates. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, has retained as legal counsel by David Joshua Cherry, as its legal representative, 14605 ST RT 303, Fulton, KY 42041, to represent its interests in all proceedings in this bankruptcy matter. The Debtor, GenCanna Global USA Inc., owes David Joshua Cherry for planting, cultivation, and farming services performed under an Industrial Hemp Production Agreement entered with the Debtor. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, will represent David Joshua Cherry in these proceedings under Neely Brien Wilson & Toombs's normal terms of engagement and hourly rates. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, has retained as legal counsel by Jared Donaldson, as its legal representative, 1343 Nance Road, Hickory, KY 42051, to represent its interests in all proceedings in this bankruptcy matter. The Debtor, GenCanna Global USA Inc., owes Jared Donaldson for planting, cultivation, and farming services performed under an Industrial Hemp Production Agreement entered with the Debtor. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, will represent Jared Donaldson in these proceedings under Neely Brien Wilson & Toombs's normal terms of engagement and hourly rates. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, has retained as legal counsel by Spookhouse Farms, LLC, as its legal representative, 2114 CR 1015, Bardwell, KY 42035, to represent its interests in all proceedings in this bankruptcy matter. The Debtor, GenCanna Global USA Inc., owes Spookhouse Farms, LLC, for planting, cultivation, and farming services performed under an Industrial Hemp Production Agreement entered with the Debtor. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, will represent Spookhouse Farms, LLC in these proceedings under Neely Brien Wilson & Toombs's normal terms of engagement and hourly rates. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, has retained as legal counsel by Robert Ellison, as its legal representative, 2048 ST RT 97, Mayfield, KY 42066, to represent its interests in all proceedings in this bankruptcy matter. The Debtor, GenCanna Global USA Inc., owes Robert Ellison for planting, cultivation, and farming services performed under an Industrial Hemp Production Agreement entered with the Debtor. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, will represent Robert Ellison in these proceedings under Neely Brien Wilson & Toombs's normal terms of engagement and hourly rates. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, has retained as legal counsel by Bobby Toon, as its legal representative, 9620 ST RT 408, Fancy Farm, KY 42039, to represent its interests in all proceedings in this bankruptcy matter. The Debtor, GenCanna Global USA Inc., owes Bobby Toon for planting, cultivation, and farming services performed under an Industrial Hemp Production Agreement entered with the Debtor. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, will represent Bobby Toon in these proceedings under Neely Brien Wilson & Toombs's normal terms of engagement and hourly rates. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, has retained as legal counsel by Conyea Farms, LLC as its legal representative, 3030 ST RT 1241, Hickory, KY 42051, to represent its interests in all proceedings in this bankruptcy matter. The Debtor, GenCanna Global USA Inc., owes Conyea Farms, LLC for planting, cultivation, and farming services performed under an Industrial Hemp Production Agreement entered with the Debtor. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, will represent Conyea Farms, LLC in these proceedings under Neely Brien Wilson & Toombs's normal terms of engagement and hourly rates. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, has retained as legal counsel by Jerry Holloway as its legal representative, 274 ST RT 339E, Mayfield, KY 42066, to represent its interests in all proceedings in this bankruptcy matter. The Debtor, GenCanna Global USA Inc., owes Jerry Holloway for planting, cultivation, and farming services performed under an Industrial Hemp Production Agreement entered with the Debtor. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, will represent Jerry Holloway in these proceedings under Neely Brien Wilson & Toombs's normal terms of engagement and hourly rates. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, has retained as legal counsel by Brad Mathis, as its legal representative, 330 Creston Road, Melber, KY 42069, to represent its interests in all proceedings in this bankruptcy matter. The Debtor, GenCanna Global USA Inc., owes Brad Mathis for planting, cultivation, and farming services performed under an Industrial Hemp Production Agreement entered with the Debtor. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, will represent Brad Mathis in these proceedings under Neely Brien Wilson & Toombs's normal terms of engagement and hourly rates. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, has retained as legal counsel by Gary Riley, as its legal representative, 1363 ST RT 1710, Mayfield KY 42066, to represent its interests in all proceedings in this bankruptcy matter. The Debtor, GenCanna Global USA Inc., owes Gary Riley for planting, cultivation, and farming services performed under an Industrial Hemp Production Agreement entered with the Debtor. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, will represent Gary Riley in these proceedings under Neely Brien Wilson & Toombs's normal terms of engagement and hourly rates. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, has retained as legal counsel by Brent Shultz, as its legal representative, 1265 ST RT 1890, Mayfield, KY 42066, to represent its interests in all proceedings in this bankruptcy matter. The Debtor, GenCanna Global USA Inc., owes Brent Shultz for planting, cultivation, and farming services performed under an Industrial Hemp Production Agreement entered with the Debtor. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, will represent Brent Shultz in these proceedings under Neely Brien Wilson & Toombs's normal terms of engagement and hourly rates. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, has retained as legal counsel by Ray Keith Mathis, as its legal representative, 780 Doyle Road, Hickory, KY 42051, to represent its interests in all proceedings in this bankruptcy matter. The Debtor, GenCanna Global USA Inc., owes Ray Keith Mathis for planting, cultivation, and farming services performed under an Industrial Hemp Production Agreement entered with the Debtor. Andrew D. Leonard and Sam Boyd Neely, III, of Neely Brien Wilson & Toombs, will represent Ray Keith Mathis in these proceedings under Neely Brien Wilson & Toombs's normal terms of engagement and hourly rates. This list will be supplemented as necessary as more parties in interest employ the services of Neely Brien Wilson & Toombs. The Firm can be reached at: Neely Brien Wilson & Toombs, PLLC Andrew D. Leonard, Esq. S. Boyd "Bo" Neely, III, Esq. 238 North 7th Street Mayfield, KY 42066 E-mail: andrew@nbwtlaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/xnG4E7 About GenCanna Global USA GenCanna Global USA, Inc. -- https://gencanna.com/ -- is a vertically-integrated producer of hemp and hemp-derived CBD products with a focus on delivering social, economic, and environmental impact through seed-to-scale agricultural production. GenCanna Global USA was the subject of an involuntary Chapter 11 proceeding (Bankr. E.D. Ky. Case No. 20-50133-GRS) filed on Jan. 24, 2020. The involuntary petition was signed by alleged creditors Pinnacle, Inc., Crawford Sales, Inc., and Integrity/Architecture, PLLC. On Feb., 6, 2020, GenCanna Global USA, Inc., consented to the involuntary petition and on Feb. 5, 2020 two debtor affiliates, GenCanna Global, Inc. and Hemp Kentucky, LLC filed their own voluntary chapter 11 petitions under the Bankruptcy Code. Laura Day DelCotto, Esq., at DELCOTTO LAW GROUP PLLC, is representing the petitioners. The Debtors tapped Huron Consulting Services LLC is as operational advisor, Jefferies LLC as financial advisor, and Benesch Friedlander Coplan & Aronoff LLP along with Dentons Bingham Greenebaum LLP as the Company's legal counsel in connection with the Chapter 11 case. Epig is the claims agent, maintaining the page https://dm.epiq11.com/GenCanna GENERAL NUTRITION: Moody's Lowers CFR to Caa1, Outlook Negative --------------------------------------------------------------- Moody's Investors Service downgraded General Nutrition Centers, Inc.'s corporate family rating to Caa1 from B3, its probability of default rating to Caa1-PD from B3-PD, its senior secured term loan B2 to Caa2 from B3, senior secured FILO term loan to B1 from Ba3, and its speculative grade liquidity rating to SGL-4 from SGL-3. The outlook remains negative. "GNC's downgrade reflects its over $600 million of debt coming due before March 2021 as it continues to work to stabilize its operating income and executes its business realignment", said Moody's Vice President, Christina Boni. Moody's anticipates that GNC can continue to generate over $75 million in free cash flow and fund its upcoming $159 million convertible debt maturity with excess cash and its revolver availability. Downgrades: Issuer: General Nutrition Centers, Inc. Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 Corporate Family Rating, Downgraded to Caa1 from B3 Senior Secured Term Loan B2, Downgraded to Caa2 (LGD4) from B3 (LGD4) Senior Secured FILO Term Loan, Downgraded to B1 (LGD2) from Ba3 (LGD2) Outlook Actions: Issuer: General Nutrition Centers, Inc. Outlook, Remains Negative RATINGS RATIONALE GNC's Caa1 rating is constrained by its weak credit metrics as domestic comparable store sales remain tepid and operating earnings remain under pressure despite its continued store rationalization and expense reductions. GNC's Moody's adjusted debt/EBITDA of about 4.0x is high when compared to the company's overall current public valuation. The ratings also recognize that its capital structure still must be refinanced as its $159 million convert is due August 2020 and its $449 million term loan is due in March 2021. GNC's EBITA/interest expense at 1.3x limits its ability to absorb a significantly higher cost of capital with the needed refinancing of its debt maturities. Nevertheless, GNC's credit profile is supported by the company's well-known brand name in its target markets in the vitamin, mineral, and nutritional supplement category due to favorable demographic trends in the United States. Also considered is the potential risk arising from adverse publicity and product liability claims with regard to certain products sold by GNC, particularly diet products and herbs, two faddish product categories that are more exposed to such risks and earnings volatility. The company is highly dependent upon consumer perception of product safety and quality as well as those of its competitors. Perception can be significantly influenced by scientific research or findings, national media coverage, and other publicity related to its use. Harbin Pharmaceuticals $300 million convertible preferred stock investment in the company represents approximately 40.1% of the voting rights of the common stock, on an as-converted basis. Harbin will have the ability to significantly influence the outcome of any matter submitted to a stockholder vote of all shareholders. The negative outlook incorporates its concerns that operating performance has yet to stabilize at a lower profitability level despite its initiatives to improve its market positioning. The outlook also reflects the risk that its capital structure may not be refinanced at par and on economic terms well in advance of its upcoming term loan maturity. GNC's ratings could be upgraded over time if the company demonstrates consistent stable to improving same store sales while maintaining RCF to net debt at or above the mid-teens. An upgrade would require GNC to address all existing maturities on reasonably economic terms and to sustain debt/EBITDA below 4.0x. Ratings could be downgraded if the company were to see a material decline in sales trends or operating margins, either through a weakening competitive profile or material product-related risks. Ratings could also be downgraded if upcoming maturities are not addressed well in advance. General Nutrition Centers, Inc., headquartered in Pittsburgh, PA, is a diversified, multi-channel business model which generates revenue from product sales through company-owned retail stores, domestic and international franchise activities, third-party contract manufacturing, e-commerce and corporate partnerships. As of September 30, 2019, GNC had approximately 7,800 locations, of which approximately 5,700 retail locations are in the United States (including approximately 1,900 Rite Aid licensed store-within-a-store locations) and franchise operations in approximately 50 countries. The principal methodology used in these ratings was Retail Industry published in May 2018. GENESIS CARE: S&P Downgrades ICR to 'B'; Outlook Negative --------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating and issue ratings on Genesis Care to 'B' from 'B+'. The recovery rating on the company's senior secured debt remains unchanged at '3' (50%). At the same time, S&P has removed the ratings from CreditWatch, where it placed them with negative implications on Dec. 17, 2019. S&P also assigned its 'B' issue credit ratings to the company's proposed incremental term loan B, with a recovery rating of '3' (50%). "We lowered the ratings to reflect our view that Genesis Care is less likely to receive extraordinary support from its majority shareholder China Resources (Holdings) Co. Ltd. (CRH) than we previously anticipated. The negative outlook reflects our view that the group's highly leveraged balance sheet limits the group's ability to accommodate earnings underperformance associated with the integration of the largely debt-funded acquisition of 21st Century Oncology (21C)," S&P said. "In our view, the 21C acquisition is a sizable business that increases Genesis Care's exposure to the U.S. market and signifies the company's evolving international growth strategy away from China's market. The combination of a smaller, potential earnings contribution from China, the dilution of CRH's shareholding, and KKR Core Fund's increased share ownership of Genesis Care has led us to believe that CRH is less likely to provide timely extraordinary support to Genesis Care if the company were to face unexpected stress," the rating agency said. The rating on Genesis Care reflects the company's solid and growing market position in the Australian oncology market. The group's highly leveraged balance sheet and integration risks associated with the group's acquisition-led strategy into the U.S. market temper the strengths. S&P believes that Genesis Care has limited headroom for underperformance at the 'B' rating level while it integrates 21C and executes on existing growth initiatives. "Genesis Care has grown rapidly over the past five years, and we expect the company to remain growth focused through tuck-in acquisitions and building out new sites. That said, we expect some deleveraging over the next two years as Genesis Care implements its operating model across the 21C locations and achieves material cost savings," S&P said. In S&P's view, the acquisition of 21C is transformational to Genesis Care's business. The acquisition expands Genesis Care's scale of operations and provides further growth opportunities into a new and developed healthcare market. Post the acquisition, earnings will be approximately equally represented from its home country Australia (42% proforma EBITDA as of September 2019, company's measure) and from the U.S. (44%). The remaining earnings will be derived from its growing European operations (14%). The U.S. is a large and ageing population that will drive increased patient demand for cancer care and treatment. S&P believes that corporate and legal risks associated with 21C's business can be accommodated since the previous chapter 11 restructuring has addressed legacy control and governance issues. "We note that in the U.S., the reimbursement environment is not as favorable as Genesis Care's other markets. We believe the company is subject to reimbursement risk with about 45% of 21C's revenues derived from commercial payors, while Medicare (U.S.) provides 55%. 21C's larger scale offers some negotiating power with its commercial payors, resulting in a large proportion of 21C's payor contracts containing locked-in price set-ups for the next two to three years, providing some pricing certainty," S&P said. Genesis Care's enlarged scale of operations and improved geographic diversity will lessen the risk from unfavorable economic, reimbursement, or regulatory developments in a specific country. Although, Medicare (U.S.)-sourced revenues are a meaningful proportion of Genesis Care's proforma revenues, it is balanced out by a similar-size pool of globally diversified private payors and other global government payors. In particular, S&P views the Australian healthcare services market as supportive of Genesis Care's operations given that the country has a long, stable history of a favorable legislative and reimbursement regime. While S&P views Genesis Care as a scale player within the radiation oncology and cancer care segments, the company is also a somewhat narrowly focused healthcare provider. Genesis Care's earnings are largely derived from radiation therapy methods across a wide range of cancer treatments, cardiology treatments, and physician consultations. In S&P's view, 21C's integrated cancer care and radiotherapy services' strategically located clinics, together with 21C's focus on local market leadership and quality patient care, are essential to maintaining 21C's market position and referral relationships in a fragmented and competitive market. "In our view, the predominantly debt-funded US$1.1 billion 21C transaction, in combination with its large operating lease commitments, burdens Genesis Care's leverage. Under our base case, we expect adjusted leverage (debt-to-EBITDA ratio) to reduce to about 7x by June 30, 2021, with a deleveraging profile to about 6x in subsequent years. Revenue realized from growth initiatives that the company implemented in prior fiscal periods, combined with operational efficiencies and synergies at 21C, should drive this deleveraging trend. As Genesis Care pursues its growth opportunities, there may be a lag in earnings recognition between initial setup costs of sites and the subsequent revenue recognition," S&P said. "Although we forecast a deleveraging trend, the company's elevated leverage from the outset provides limited rating buffer while it seeks to integrate 21C. In addition, we expect Genesis Care to continue its growth trajectory, which may limit its ability to deleverage from current high levels. Accordingly, integration challenges at 21C that constrain anticipated revenue growth and cost savings could undermine the group's rate of deleveraging. Nonetheless, we view the strength of its major shareholders, track record of offshore expansion into Europe, and realization of operating efficiency gains as credit positives in this process," the rating agency said. The negative outlook reflects Genesis Care's highly leveraged balance sheet, leaving it with limited headroom for underperformance at the 'B' rating while it integrates 21C over the next 12 months. Rating pressure could emerge if debt to EBITDA sustainably exceeds 7.5x or EBITDA interest coverage is sustained materially below 2x. S&P could also lower the rating if the company is unable to sustain positive free operating cash flow and healthy revenue growth. These weaker credit metrics could be the result of an inability to realize anticipated revenue growth from the integration of 21C, failure to realize synergy targets, or the company continuing to pursue an overly aggressive growth program, including further debt-funded mergers and acquisitions. S&P could revise the outlook to stable if the company makes solid progress in integrating 21C that facilitates steady deleveraging over the next six to 12 months consistent with its base case of healthy revenue growth and free cash flow generation. GFL ENVIRONMENTAL: S&P Puts 'B' ICR on Watch Positive on IPO Launch ------------------------------------------------------------------- S&P Global Ratings placed all of its ratings on waste services company GFL Environmental Inc., including its 'B' issuer credit rating on the company, on CreditWatch with positive implications. GFL intends to raise about C$2.9 billion, including about C$2 billion of equity from an IPO and about C$900 million from issuing tangible equity units. S&P believes the company intends to use the proceeds to repay debt outstanding and pay related fees and expenses. The CreditWatch placement reflects S&P's view that the planned IPO is likely to close within the coming weeks and contribute to a material reduction in GFL's high debt load with adjusted debt-to-EBITDA approaching S&P's 6x upgrade trigger in 2020. The rating agency anticipates that the lower debt levels following the IPO should also contribute to positive free operating cash flow (FOCF) and interest coverage ratios considerably above 2x. "The CreditWatch placement reflects the high likelihood that we could raise our issuer credit rating on GFL by one notch at the close of its recently launched IPO. We intend to resolve the CreditWatch well within the next 90 days," S&P said. "We could raise our ratings if the IPO closes and we expect adjusted debt-to-pro forma EBITDA to approach 6x while the company maintains adjusted EBITDA interest coverage significantly above 2x. In this scenario, we would expect GFL to generate positive annual FOCF and see a lower likelihood that the company could make material acquisitions that return leverage substantially above 6x for more than 12 months," the rating agency said. GFL, headquartered in Vaughan, Ont., is an environmental services company providing solid waste, infrastructure, and soil remediation, as well as liquid waste management services through its platform of facilities across Canada and the U.S. S&P expects GFL to generate annual revenue of more than C$3 billion (split about equally between Canada and the U.S.). GL BRANDS: Accell Audit Replaces Sadler Gibb as Accountants ----------------------------------------------------------- GL Brands, Inc., dismissed Sadler, Gibb & Associates, L.L.C., as the Company's independent registered public accounting firm on Feb. 24, 2020. The Company's Board of Directors approved the dismissal of the Former Accounting Firm. The reports of Sadler Gibb on the Company's financial statements as of and for the fiscal years ending June 30, 2019 and 2018, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports of the Former Accounting Firm on the Company's financial statements as of and for the years ended June 30, 2019 and 2018, contained an explanatory paragraph which noted that there was substantial doubt as to the Company's ability to continue as a going concern because of the Company's financial condition. During the fiscal years ending June 30, 2019 and 2018, and during the interim period through Feb. 24, 2020, there (i) have been no disagreements with the Former Accounting Firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Accounting Firm, would have caused the Former Accounting Firm to make reference to the subject matter of those disagreements in its reports on the financial statements for such years, and (ii) were no reportable events of the kind referenced in Item 304(a)(1)(v) of Regulation SK. On or about Feb. 24, 2020, the Company engaged Accell Audit & Compliance as the Company's independent registered public accounting firm. The Board approved the decision to engage the New Accounting Firm. The Company said it has not consulted with the New Accounting Firm during its two most recent fiscal years or during any subsequent interim period prior to Feb. 24, 2020 (the date of the New Accounting Firm's appointment), regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company nor oral advice was provided that the New Accounting Firm concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation SK and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation SK). About GL Brands Headquartered in Las Vegas, NV, GL Brands (formerly Freedom Leaf) -- https://www.glbrands.com/ -- is a multinational hemp consumer packaged goods company that creates authentic, enduring and culturally relevant brands engaged in the development and sale of cannabis-derived wellness products. Through its premier brands Green Lotus and Irie CBD, GL Brands delivers a full portfolio of hemp-derived CBD products, including tinctures, soft gels, gummies, sparkling beverages, vapes, flower and topical segments to promote greater wellness and balance, in the U.S. and throughout the world. Freedom Leaf reported a net loss attributable to common stockholders of $12.73 million for the year ended June 30, 2019, compared to a net loss attributable to common stockholders of $4.63 million for the year ended June 30, 2018. As of Sept. 30, 2019, the Company had $19.46 million in total assets, $13.43 million in total liabilities, and $6.02 million in total stockholders' equity. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Nov. 14, 2019, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. GLENVIEW HEALTH: Monticello Banking Objects to Disclosure Statement ------------------------------------------------------------------- Monticello Banking Company objects to the Disclosure Statement filed by Debtor Glenview Health Care Facility, Inc. In support of this Objection, Monticello points out that: * The Monticello Claim consists of post-petition interest fees and other expenses, for which the Debtor is obligated pursuant to the terms of the documents evidencing Monticello's claims and these obligations are also secured by the Collateral. The Disclosure Statement does not disclose the Debtor’s continuing obligations for the Other Charges. * The Disclosure Statement does not include liquidation values for Debtor's assets, or any attempt to explain how the assets might be valued. * The Debtor has disclosed $600,000 in its accounts receivable, but with no explanation for why that amount is outstanding, whether such amount is collectible, how Debtor plans to collect on it, or how the collection of this large outstanding sum might affect Debtor's operations and/or cash flow. * Monticello cannot make an informed judgment about its treatment under the Plan when it does not have information about the liquidation value of Debtor's assets or detailed information about how Debtor arrived at its financial projections when those same projections describe margins that leave very little room for error. * Monticello cannot make an informed judgment when the Disclosure Statement includes scant information about the Debtor's ongoing operational strategy, including a plan to collect on its significant accounts receivable, and disclosure of its executive compensation. A full-text copy of Monticello Banking's objection to disclosure dated February 13, 2020, is available at https://tinyurl.com/w5qw7kk from PacerMonitor at no charge. Counsel for Monticello Banking Company: Edward M. King Bryan J. Sisto FROST BROWN TODD LLC 400 W. Market Street, 32nd Fl. Louisville, KY 40202 Telephone: (502) 589-5400 Facsimile: (502) 581-1087 E-mail: tking@fbtlaw.com About Glenview Health Care Facility Glenview Health Care Facility, Inc., owns and operates a small health care facility with 60 beds that provides nursing home services. Glenview Health Care Facility sought relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-10795) in Bowling Green, Kentucky on Aug. 1, 2019. As of the Petition Date, the Debtor's assets are between $1 million and $10 million; and its liabilities are estimated within the same range. Judge Joan A. Lloyd oversees the Debtor's case. Mark H. Flener, Esq., is the Debtor's counsel. The U.S. Trustee for Region 8 on Aug. 30, 2019, appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Bingham Greenebaum Doll LLP, as counsel. GMJ MACHINE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: GMJ Machine Company, Inc. 251 State Line Road South Wilmer, AL 36587 Business Description: GMJ Machine Company, Inc. manufactures specialized components for the aerospace, defense, general aviation, and energy industries. Chapter 11 Petition Date: February 27, 2020 Court: United States Bankruptcy Court Southern District of Alabama Case No.: 20-10632 Judge: Hon. Jerry C. Oldshue Debtor's Counsel: Robert M. Galloway, Esq. GALLOWAY, WETTERMARK & RUTENS, LLP 3263 Cottage Hill Road Post Office Box 16629 Mobile, AL 36616-0629 Tel: 251-476-4493 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joel K. Parden, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/rf0RvE GRANITE LAKES: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Granite Lakes LLC 31830 NE Cherry Valley Rd Duvall, WA 98019 Chapter 11 Petition Date: February 27, 2020 Court: United States Bankruptcy Court Western District of Washington Case No.: 20-10635 Judge: Hon. Christopher M. Alston Debtor's Counsel: James E. Dickmeyer, Esq. LAW OFFICE OF JAMES E DICKMEYER PC 520 Kirkland Way Ste 400 PO Box 2623 Kirkland, WA 98083-2623 Tel: (425) 889-2324 E-mail: jim@jdlaw.net Estimated Assets: $10 million to $50 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Robert Russell, manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://is.gd/v4BKcD H&F MANAGEMENT: Gets Interim Approval to Use Cash Collateral ------------------------------------------------------------ Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized H&F Management Company Inc. to use the cash collateral of the Texas Comptroller of Public Accounts to pay the post-petition operating expenses. The Comptroller has a blanket security interest in all of Debtor's assets including but not limited to equipment and account receivables. The Comptroller claimed a debt in the approximate amount of $584,132. The Debtor will provide adequate protection to the Comptroller, in the form of the following: (A) Replacement liens on all postpetition accounts receivable, equipment, furniture and fixtures and proceeds. The Debtor ratifies and confirms the pre-petition liens of the Comptroller in its inventory and accounts receivable and equipment as being perfected pre-petition; (B) The Debtor will timely file returns and pay all post-petition tax liabilities (including mixed beverage gross receipts, mixed beverage sales, franchise, and sales & use taxes). (C) The Debtor will make monthly adequate protection payments to the Comptroller in the amount of $3,000 beginning on Feb. 15 and continuing monthly thereafter until the earlier of: confirmation of the Debtor's Chapter 11 Plan of Reorganization or June 1, 2020. Should a plan of reorganization not be confirmed by June 1, 2020, then Debtor will make monthly adequate protection payments to the Comptroller in the amount of $5,000 beginning on June 15 until Dec. 31, 2020 at which time Debtor's authorization to use cash collateral will cease unless otherwise authorized by further Order of the Court. A copy of the Order is available at PacerMonitor.com at https://is.gd/FrCKxW at no charge. About H&F Management Company H&F Management Company Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-52918) on Dec. 12, 2019. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Judge Craig A. Gargotta oversees the case. Villa & White LLP is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. H.R.P. II: Lake County Treasurer Objects to Disclosures & Plan -------------------------------------------------------------- Creditor Lake County Treasurer objects to the disclosure statement filed by Debtor H.R.P. II LLC on Dec. 12, 2019. Lake County Treasurer asserts that the Debtor's disclosure statement does not contain adequate information: * The Debtor's disclosure statement and plan wholly fail to mention the sale of the property located at 1717 Summer Street in Hammond, the status of the proceeds which were to be held in trust by the title company, and no report of sale has been filed with the court with this information. * The Disclosure Statement does not disclose any information regarding the Debtor's financial condition, the amount of funds on hand, rents owed/paid/delinquent, and the like. It appears from the Debtor's monthly operating reports that it is operating at a loss every month, but there are no other details about its true financial condition that can be ascertained from its reports. * The Debtor's Plan does not provide for payment of post-petition taxes and post-effective date taxes. * The Debtor has not proposed in its plan to surrender the properties if the sale fails, re-list the property, or otherwise. The Debtor has not paid any postpetition property taxes and will be unable to do so based on the limited income information available to the Creditor through the Debtors operating reports. Creditor Lake County Treasurer objects to Paragraph 6.3 of the Debtor's Plan which bars amendments to all claims after the effective date of the plan. This paragraph prevents the Treasurer from amending its claim to include any post-petition property tax debts, which must be paid pursuant to state and federal bankruptcy law. A full-text copy of Lake County's objection to disclosure and plan dated February 13, 2020, is available at https://tinyurl.com/r42htp6 from PacerMonitor at no charge. Attorney for Creditor: Kimberly A. Mouratides (30778-45) 120 W. Clark Street Crown Point, Indiana 46307 Tel: (219) 865-8376 Fax: (219) 865-4054 E=mail:Kimberly.Mouratides@gmail.com About H.R.P. II LLC H.R.P. II LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 17-21695) on June 15, 2017. At the time of the filing, the Debtor was estimated assets of less than $1 million and liabilities of less than $500,000. Judge James R. Ahler oversees the case. Fox Rothschild LLP is the Debtor's bankruptcy counsel. HESTON HAULING: Case Summary & 5 Unsecured Creditors ---------------------------------------------------- Debtor: Heston Hauling, LLC 6397 B Portal Way Ferndale, WA 98248 Business Description: Heston Hauling, LLC offers automotive towing services. Chapter 11 Petition Date: February 28, 2020 Court: United States Bankruptcy Court Western District of Washington Case No.: 20-10655 Debtor's Counsel: Steven C. Hathaway, Esq. LAW OFFICE OF STEVEN C. HATHAWAY 3811 Consolidation Ave. P.O. Box 2147 Bellingham, WA 98227 Tel: 360-676-0529 E-mail: shathaway@expresslaw.com Total Assets: $1,550,694 Total Liabilities: $477,257 The petition was signed by Christopher Heston, managing member. A copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/6fdNSz IDC ENTERPRISES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: IDC Enterprises, Inc. 450 White Bird Street Grangeville, ID 83530 Business Description: IDC Enterprises, Inc. is a privately held company that owns some equipment in Thorne Bay, AK. Chapter 11 Petition Date: February 27, 2020 Court: United States Bankruptcy Court District of Idaho Case No.: 20-20081 Judge: Hon. Terry L. Myers Debtor's Counsel: D. Blair Clark, Esq. LAW OFFICE OF D. BLAIR CLARK, PC 1509 Tyrell Lane, Suite 180 Boise, ID 83706 Tel: (208) 475-2050 E-mail: dbc@dbclarklaw.com; jeffrey@dbclarklaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Jason Lunders, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors at the time of the filing. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/A8VFYq IMAGEWARE SYSTEMS: Signs $2M Securities Purchase Pact with Triton ----------------------------------------------------------------- ImageWare Systems, Inc., entered into a securities purchase agreement with Triton Funds LP, which Purchase Agreement provides the Company the right to sell to Triton, and Triton is obligated to purchase, up to $2.0 million worth of shares of the Company's common stock, par value $0.01 per share, under the Purchase Agreement. Pursuant to the terms and conditions set forth in the Purchase Agreement, the purchase price of the Common Stock will be based on the number of shares of Common Stock equal to the amount in U.S. Dollars that the Company intends to sell to the Investor to be set forth in each written notice sent to the Investor by the Company and delivered to the Investor, divided by the lowest daily volume weighted average price of the Company's Common stock listed on the OTC Markets during the five business days prior to closing. The Closing of the purchase of the Purchased Shares as set forth in the Purchase Notice will occur no later than three business days following receipt of the Purchased Shares by the Investor. The Offering was made pursuant to an effective registration statement on Form S-3 (Registration Statement Number 333-225935), as previously filed with the Securities and Exchange Commission on July 10, 2018, and a related prospectus supplement filed on Feb. 21, 2020. The Offering will terminate upon the earlier date of either (i) that date which the Investor has purchased an aggregate of $2.0 million in Purchased Shares pursuant to the Purchase Agreement; or (i) March 31, 2020. The Company intends to use the proceeds from the Offering for general working capital purposes. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and Triton. About ImageWare Systems Headquartered in San Diego, CA, ImageWare Systems, Inc. -- http://www.iwsinc.com/-- is a developer of mobile and cloud-based identity management solutions, providing two-factor, biometric and multi-factor cloud-based authentication solutions for the enterprise. The company delivers next-generation biometrics as an interactive and scalable cloud-based solution. ImageWare brings together cloud and mobile technology to offer two-factor, biometric, and multi-factor authentication for smartphone users, for the enterprise, and across industries. ImageWare reported a net loss available to common shareholders of $16.46 million for the year ended Dec. 31, 2019, compared to a net loss available to common shareholders of $13.71 million. As of Sept. 30, 2019, the Company had $11.76 million in total assets, $8.66 million in total liabilities, $8.71 million in series C convertible redeemable preferred stock, and a total shareholders' deficit of $5.61 million. Mayer Hoffman McCann P.C., in San Diego, California, the Company's auditor since 2011, issued a "going concern" qualification in its report dated March 27, 2019, citing that the Company has incurred recurring operating losses 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. INNOVIVA INC: S&P Withdraws 'B+' Issuer Credit Rating ----------------------------------------------------- S&P Global Ratings withdrew the 'B+' issuer credit rating on Innoviva Inc. at the company's request following the full repayment of its senior secured term loan. At the same time, S&P withdrew all of its issue-level ratings on the company. At the time of the withdrawal, the rating agency's outlook on Innoviva was stable. ION GEOPHYSICAL: S&P Alters Outlook to Neg., Affirms 'CCC+' ICR --------------------------------------------------------------- S&P Global Ratings affirmed the 'CCC+' issuer credit rating on U.S.-based seismic data company ION Geophysical Corp. and affirmed its 'B-' issue-level rating on the company's second-lien notes with a '2' recovery rating. The rating agency revised the outlook to negative from stable. "Our outlook revision to negative reflects the company's need to refinance its second-lien notes due in December 2021 as capital markets for oil and gas service companies remain challenging. Additionally, we do not expect the company to generate sufficient discretionary cash flow or have enough availability on its credit facility to address the entire maturity. Therefore, in our opinion, there is greater risk of the company executing a transaction we could view as distressed," S&P said. The negative outlook reflects S&P's view that the company could have difficulty addressing the maturity of its approximately $121 million notes in December 2021 given challenging capital markets and weakened offshore market conditions. In addition, S&P believes these conditions elevate the risk ION could pursue a refinancing it would view as distressed and of a selective default. "We could lower ratings if liquidity weakens such that we expect ION could have difficulty supporting its interest expenses and other obligations, or if the company announces a transaction we could view as distressed. This would most likely occur if E&P companies fail to increase spending in seismic activity or capital markets remain challenged for oil and gas service companies. "We could revise the outlook to stable if ION improves liquidity sufficiently enough to address upcoming debt refinancing requirements without compromising liquidity. Such an event would likely be in conjunction with market conditions strengthening following improved capital spending by the E&P industry and improvements in capital markets," the rating agency said. IOWA FERTILIZER: S&P Raises Debt Rating to 'BB-'; Outlook Stable ---------------------------------------------------------------- S&P Global Ratings raised its issue-level rating on Iowa Fertilizer Company LLC's (IFCo) senior secured tax-exempt bonds to 'BB-' from 'B+'. The '1' recovery rating is unchanged, indicating a very high recovery (90%-100%) under a hypothetical payment default scenario. The Wever nitrogen fertilizer facility began commercial operations in mid-2017. The plant has an ammonia production capacity of 2,425 short tons per day (STPD), but is capable of achieving up to 2,820 STPD because the equipment installed has a higher design margin. The upstream part of the plant produces ammonia and urea solution (urea in liquid form produced from ammonia and carbon dioxide), and the downstream part converts either ammonia or urea solution into other products like granular urea, urea ammonium nitrate (UAN), or diesel exhaust fluid (DEF). "We based our upgrade of IFCo partly on its demonstrated ability to maintain steady production and deliver financial results in line with our expectations. IFCo now has two full years of operational track record and executed a number of improvements and upgrades that should allow it to sustain reliability by reducing downtime and consistently run its production well above of its nameplate capacity. We understand that unplanned outages cannot be fully eliminated for a nitrogen fertilizer facility of this size and scale because machinery is subject to wears and tears, but we think all the work that IFCo has done over the past 12 months should make operations more predictable. In our base case, we incorporated planned downtime days and some cushion for unplanned downtime," S&P said. IFCo's cash flow generation and debt service coverages in 2019 were in line with S&P's expectations, supported by a continued recovery of U.S. nitrogen fertilizer prices after a collapse in 2016 and 2017. S&P does not expect any supply shocks such as large capacity additions or a sustained decline in the application of nitrogen fertilizers that could disrupt the supply-and-demand balance and reverse the price recovery seen over the past two years. S&P's base case and downside case nitrogen fertilizer price assumptions are rather conservative. It determines them using historical price distribution and then adjust for inflation. In addition, S&P's downside case price assumptions consider changes through various economic cycles with recoveries over time. This is because it is highly unlikely that depressed prices will sustain indefinitely as illustrated by historical data. IFCo sells its ammonia, urea, and UAN at a Midwest premium given its location in the heart of the U.S. Corn Belt, and S&P expects this premium to remain intact. The Midwest premium is usually determined by the freight moving nitrogen fertilizers from New Orleans to inland distribution points. Unlike IFCo, which sells its products within a 200-mile radius, traders and intermediaries that buy nitrogen fertilizers from the U.S. Gulf Coast will have to pay for barge or rail, storage, and trucking to ship the products directly to end users or cooperatives for sale to local farmers in the Midwest. Logical bottlenecks along the Mississippi River can occur between the Midwest and the U.S. Gulf Coast that will cause the premium to spike, and S&P thinks IFCo is well positioned to capture this kind of upside. Nevertheless, this upside is not embedded in S&P's base case because logical bottlenecks are caused by events that are oftentimes unpredictable, such as the Mississippi River flooding in the second quarter of 2019. The flexibility of IFCo facility enables it to adjust its downstream production (i.e., granular urea, UAN, and DEF) quickly in response to sudden changes in market demand. Delayed fertilizer application in the Midwest occurs occasionally usually due to excessive soil moisture attributed to weather events. Even though this can temporary affect the demand and prices of nitrogen fertilizers, farmers must apply nitrogen into the ground later, oftentimes during the planting season in spring, to replenish the depleted nutrients. Therefore, while nitrogen fertilizer prices could fall for one quarter, perhaps during the second half of a year, S&P has seen prices recover in the following quarters as the application season gets closer. S&P notes that users cannot apply all nitrogen fertilizers year-round like UAN. Because the nitrogen content in UAN as well as granular urea is much less, farmers will likely have to purchase twice as much of UAN or granular urea in order to get the same amount of nitrogen in ammonia. Depending on the market condition, IFCo can sell the ammonia produced in the upstream part of the facility to customers as is or convert it into UAN or other products in the downstream part of the facility. S&P thinks that IFCo may launch an opportunistic debt exchange transaction on the 5.25% $428 million series 2013 tax-exempt tranche due 2025 sometime in the future when it is cost effective to do so. This bond tranche is currently trading at above par at around $110. IFCo does not have any principal payments due between 2028 and 2030, thus resulting in very high DSCRs at above 10x under S&P's base case. This is because the company had initially contemplated to move some of the 2023-2025 principals from the series 2013 tranche due 2025 out to those periods. The higher debt service requirements between 2023 and 2025 cause the DSCRs to be the lowest in S&P's base case, and its rating for project finance transactions partly hinges on the minimum DSCR. The low DSCRs between 2023 and 2025 should improve materially once IFCo launches and successfully executes an opportunistic debt exchange transaction. However, this transaction on its own may not lead to an upgrade of S&P's debt rating because at that time, the rating agency will need to reassess the market fundamentals of nitrogen fertilizers due to, for example, its volatile nature, IFCo's downside resilience to withstand various types of stress, or the overall debt structure post the transaction. S&P forecasts liquidity coverage--that is the ratio of sources of cash to uses--of about 3.5x over the next 12-month period. Even though its projected liquidity coverage for IFCo is quite strong, S&P does not assess the company's liquidity as higher than neutral for a project finance transaction. However, the rating agency tested IFCo's liquidity in its downside scenario that measures the company's resilience when market and operational stresses are applied simultaneously. Sources of cash over the next 12-month period include net operating cash flows, $50 million working capital facility, $93.7 million letter of credit (LOC) for the debt service reserve, and cash or cash equivalent in other reserves, such as the major maintenance and operating reserves. Both the working capital facility and LOC are provided by highly S&P Global Ratings-rated bank institutions. The total use of cash consists of principal and interest payments of the tax-exempt bonds and other debt-related fees. The company fully paid off its bank debt from First Abu Dhabi Bank by December 2019. The stable outlook reflects S&P's view that IFCo could maintain operational performance similar to that in 2019. S&P does not expect any supply shocks in the form of large capacity additions or sustained decline in the application of nitrogen fertilizers that could disrupt the supply-and-demand balance and reverse the price recovery seen over the past two years. S&P forecasts IFCo's debt service coverage of about 1.9x in 2020 and expect a minimum DSCR of 1.4x in 2024 when the rating agency expects senior debt to be higher. "We could lower our debt rating if IFCo's operating performance deteriorates such that DSCRs fall below 1.3x on a sustained basis. This could stem from unforeseen operational issues that require a full plant shutdown for an extensive period or adverse market conditions, such as weakened nitrogen fertilizer pricing in the U.S. Mid-west region, similar to the 2017 level," S&P said. "We could consider an upgrade if we believed that, given the volatile nature of nitrogen fertilizers, IFCo could consistently achieve debt service coverage exceeding 2x in all years of our base-case projection. This could stem from systemic changes in nitrogen fertilizer production economics that lead to sustained improvement of U.S. nitrogen fertilizer prices but without an increase in natural gas feedstock cost," the rating agency said. JACK COUNTY HOSPITAL: Chapter 9 Case Summary & 16 Unsec. Creditors ------------------------------------------------------------------ Debtor: Jack County Hospital District dba Faith Community Health System dba Faith Community Hospital 215 Chisholm Trail Jacksboro, TX 76458 Bankruptcy Case No.: 20-40858 Business Description: Faith Community Hospital -- https://fchtexas.com/ -- is a community hospital serving the residents of Jack County, Texas. It offers a wealth of medical services including inpatient care, minor surgeries, obstetrics, and other health care services. Chapter 9 Petition Date: February 29, 2020 Court: United States Bankruptcy Court Northern District of Texas Debtor's Counsel: J. Robert Forshey, Esq. FORSHEY & PROSTOK, LLP 777 Main St., Suite 1290 Fort Worth, TX 76102 Tel: (817) 877-8855 E-mail: bforshey@forsheyprostok.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Frank L. Beaman, chief executive officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://is.gd/8NxsKt List of Debtor's 16 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Blue Cross Blue Shield of Texas Arbitration $29,329,440 c/o Reed Smith, LLP Award 10 S Wacker Dr., 40 Flr Chicago, IL 60606 Martin J. Bishop Tel: 312-207-1000 Email: mbishop@reedsmith.com 2. Regions Capital Advantage, Inc. Bank Note $23,885,553 c/o George H. Barber Johnston Pratt 1717 Main St., Suite 3000 Dallas, TX 75201 Tel: 214-974-8000 Email: gbarber@johnstonpratt.com 3. Spirit of Texas Bank Bank Note $3,051,826 Attn: Eric Anderson, Market President 3100 Monticello, Suite 980 Dallas, TX 75205 Tel: 972-616-2010 Email: eanderson@spiritoftexasbank.com 4. Prosperity Bank Bank Note $1,277,872 Attn: Eddie Lick Regional President 101 North Prairieville St. Athens, TX 75751 Tel: 903-675-8511 Email: eddie.lick@prosperitybanktx.com 5. G.M. "Max" Poynor Loan $1,000,000 PO Box 187 Jacksboro, TX 76458 Email: gmpoynor@gmail.com 6. LaSalle Systems Leasing, Inc. Lease $445,814 A Division of Fifth Third Bank 6111 N. River Road Rosemont, IL 60018 Cale Stubbe Email: cstubbe@clasalle.com 7. GE HFS, LLC Lease $235,101 PO Box 414, W-490 Milwaukee, WI 53201 8. Flex Financial Lease $227,872 A Div. of Stryker Sales Corp. 1901 Romence Road Parkway Portage, MI 49002 Tel: 269-323-7700 9. Beckman Coulter Lease $141,616 250 South Kraemer Blvd. PO Box 8000 Brea, CA 92821-8000 Tel: 714-993-5321 10. American Arbitration Arbitration Fees $100,400 Association 13727 Noel Rd., Suite 700 Dallas, TX 75240 Iman Hyder-Eliz Tel: 800-277-7641 Email: imanhydereliz@adr.org 11. Beneficial Equipment Lease $53,673 Finance Corp. 165 Pottstown Pike Chester Springs, PA 19425 12. De Lage Landen Lease $12,600 Financial Servs, Inc. Rental Processing Center 1111 Old Eagle School Rd. Wayne, PA 19087 Tel: 610-386-5000 13. United Health Care Ins. Breach of Contract Unknown c/o Jamie R. Kurtz Robins Kaplan LLP 800 LaSalle Ave. Minneapolis, MN 55402-2015 Tel: 800-615-3503 Email: jkurtz@robonskaplan.com 14. Humana Breach of Contract Unknown c/o Thomas Mahlum Robins Kaplan, LLP 800 LaSalle Ave. Minneapolis, MN 55402 Email: tmahlum@robinskaplan.com 15. Cigna Health Care Breach of Contract Unknown c/o Eliot "Eli" Burriss Holland & Knight LLP 200 Crescent Court, Suite 1600 Dallas, TX 75201 Tel: 214-964-9500 Email: eliot.burriss@hklaw.com 16. Aetna Health, Inc. Breach of Contract Unknown c/o Robet Fogarty Hahn Loeser & Parks 200 Public Square, Suite 2800 Cleveland, OH 44114 Sean Medina Email: rjf@hahnlaw.com emedina@hahnlaw.com JAGUAR HEALTH: Obtains $317,000 From Warrants Exercise ------------------------------------------------------ Jaguar Health, Inc., entered into warrant exercise agreements with a holder of its Series 1 warrants previously issued in the Company's registered public offering on July 23, 2019 and its warrants previously issued in private placements by the Company in March through June of 2019, pursuant to which the Holder agreed to exercise in cash its Warrants to purchase an aggregate of 458,022 shares of the Company's common stock, par value $0.0001 per share, at a reduced exercise price of $0.692 per share, which is the Minimum Price (as defined under Nasdaq Listing Rule 5635(d)) as of the date of such Exercise Agreements, for gross proceeds to the Company of approximately $317,000. The issuance of the Public Warrants and the offer and sale of shares of Common Stock underlying the Public Warrants have been registered on the Company's registration statement on Form S-1 (File No. 333-231399) and an additional registration statement (File No. 333-232715) filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, each of which were previously filed with and declared effective by the Securities and Exchange Commission. A prospectus supplement relating to this reduction of the exercise price for the Public Warrants will be filed with the SEC. The offer and sale of shares of Common Stock underlying the Bridge Warrants has been registered on the Company's registration statement on Form S-1 (File No. 333-233989), which was previously filed and declared effective by the SEC. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Jaguar Health's principal executive offices are located in San Francisco, California. Jaguar Health reported a net loss of $32.14 million for the year ended Dec. 31, 2018, compared to a net loss of $21.96 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $35.63 million in total assets, $15.25 million in total liabilities, $9 million in series A convertible preferred stock, and total stockholders' equity of $11.38 million. BDO USA, LLP, in San Francisco, California, the Company's auditor since 2013, issued a "going concern" opinion in its report dated April 10, 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 an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. JAS EXPEDITED: Judge Denies Bid to Extend Time to Confirm Plan -------------------------------------------------------------- Judge Joel Applebaum of the U.S. Bankruptcy Court for the Eastern District of Michigan denied the motion of JAS Expedited Trucking, LLC to extend to April 20 the period to confirm its Chapter 11 plan. "The existing deadline in this case was February 21, 2020. No order extending deadline was entered before this existing deadline as the time for objections had not yet run and [JAS] did not seek to shorten the objection deadline, an expedited hearing on the motion, or other appropriate relief," Judge Applebaum wrote in his order. JAS filed its plan of reorganization and disclosure statement on Jan. Subsequent to the filing of the plan, the company received instruction from the court as to a variety of issues that could impede confirmation of the plan. Areas of concern included valuations for split claims between secured and unsecured claims on motor vehicles and trailers. About JAS Expedited Trucking JAS Expedited Trucking, LLC, a privately held company that provides transportation services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No.19-31434) on June 13, 2019. In the petition signed by Anthony Freeland, II, member and general manager, the Debtor disclosed $1,620,025 in assets and $2,097,159 in liabilities. Judge Joel D. Applebaum oversees the case. The Debtor is represented by David W. Brown, Esq., at the Law Office of David W. Brown PLLC. JAY D. SEXTON: Selling Four Tucson Condo Units ---------------------------------------------- Jay D. Sexton and Ruby L. Sexton ask the U.S. Bankruptcy Court for the District of Arizona to authorize the sale of the following four condominium properties in Tucson, Arizona: (i) 832 S. Langley Avenue, Unit 201; (ii) 828 S. Langley Avenue, Unit 105; (iii) 826 S. Langley Avenue, Unit 102; and (iv) 826 S. Langley Avenue, Unit 106, The Debtors own the four condominium properties. In addition, they own property located at 211 N. Green Street, Algonquin, Illinois and 621 N. Third Avenue, Tucson, Arizona. The Debtors propose to sell the four condominium properties to fund their Estate and maximize the distribution to their creditors. Any Purchase Agreement for the sale of the properties is subject to Court approval. On Aug. 29, 2019, the Debtors filed an application to employ Bridget Barry of Pima Valley Realty to sell the property located at 832 S. Langley Avenue, Suite 201. The Court approved Ms. Barry's employment. The Debtors intend to have Ms. Barry sell the other three properties as well. The liens, claims and interests against the condominium properties are: a. 832 S. Langley Avenue, Unit 201: The property is subject to a deed of trust in favor of Louis A. Banks and Eddice M. Cornelius. The deed of trust secures a promissory note executed on March 16, 2017. On Aug. 19, 2019, the Court entered an Order [DE 198] which approved the terms and conditions of a Stipulation for Treatment of Class 8C Louis A. Banks and Eddice Cornelius between the Debtors and Banks and Cornelius for their secured claim in the amount of $62,000 plus 6.5% interest per annum. b. 828 S. Langley Avenue, Unit 105: The property is subject to a deed of trust in favor of Nova Financial and Investment Corp. The deed of trust secures a promissory note executed on Aug. 9, 2004. The interest in the deed of trust was subsequently assigned to Ocwen Loan Servicing on June 17, 2014. On Aug. 19, 2019, the Court entered an Order which approved the terms and conditions of a Stipulation Regarding Treatment for Class 8b - Newrez, LLC, doing business as Shellpoint Mortgage Servicing, between the Debtors and Newrez, LLC for its secured claim in the amount of $44,939 plus 6.5% interest per annum. c. 826 S. Langley Avenue, Unit 102: The property is subject to a deed of trust in favor of First Magnus Financial Corporation. The deed of trust secures a promissory note executed on April 28, 2006. The interest in the deed of trust was subsequently assigned to Nationstar Mortgage, LLC on Jan. 26, 2018. On Aug. 26, 2019, the Court entered an Order which approved the terms and conditions of a Stipulation Regarding Claim Treatment between the Debtors and Creditor Nationstar Mortgage dba Mr. Cooper for its secured claim in the amount of $75,000 plus 5% interest per annum. d. 826 S. Langley Avenue, Unit 106: The property is subject to a deed of trust in favor of GN Mortgage, LLC. The deed of trust secures a promissory note executed on May 2006. The interest in the deed of trust was subsequently assigned to Deutsch Bank Trust Company Americas, as Trustee for Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QS7 and its loan servicer, Ocwen Loan Servicing, LLC. On June 4, 2019, the Court entered an Order which approved the terms and conditions of a Stipulation Re: Treatment of Claim Under Debtors’ Proposed Chapter 11 Plan between the Debtors and Deutsch Bank Trust Company Americas for its secured claim in the amount of $73,179 plus 6.5% per annum. By the Motion, the Debtors ask Court issuance of an order, pursuant to Section 363(b), Bankruptcy Rules 2002(a)(2), 6004 and 9014, Local Rules 6004-1 and 9014-1 approving: (1) the sale of the properties free and clear of liens, claims, encumbrances, and interests; and (2) payment of closing costs related thereto, including brokerage commissions. The sales are in the best interest of the estate. All valid secured claims with a properly perfected lien on the Real Property will be fully paid fThe sales are in the best interest of the estate. All valid secured claims with a properly perfected lien on the Real Property will be fully paid. Any prospective buyer needs the assurance that all sales are final and non-appealable. Accordingly, the Debtors ask that the Court eliminates the 14-day stay period under Bankruptcy Rule 6004(h). Jay D. Sexton and Ruby L. Sexton sought Chapter 11 protection (Bankr. D. Ariz. Case No. 18-03317) on March 30, 2018. The Debtors tapped Eric Slocum Sparks, Esq. at Eric Slocum Sparks, PC as counsel. JOSEPH'S TRANSPORTATION: May Continue Access to Cash Until April 30 ------------------------------------------------------------------- Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts authorized Joseph's Transportation, Inc. to use cash collateral through April 30, 2020 pursuant to the terms and conditions as identified on the record at the hearing and as previously allowed. The Debtor is required to file a further Motion for Use of Cash Collateral on or before April 15 and the Court will hold a hearing on April 30, 2020 at 9:30 a.m. Objections must be filed by 4:30 p.m. on April 22. About Joseph's Transportation Joseph's Transportation is a family-owned and operated full transportation company that has been serving the New England area for more than 40 years. Joseph's Transportation filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14282) on Nov. 11, 2018. In the petition signed by Joseph Albano III, president, the Debtor was estimated to have assets of $500,001 to $1 million and liabilities of the same range. The Law Office of Gary W. Cruickshank serves as counsel to the Debtor. JUST ONE MORE: May Borrow More Than $5.5M from SF V CLE Lending --------------------------------------------------------------- Judge Caryl E. Delano authorized Just One More Restaurant Corp., and Just One More Holding Corp., (through their chief restructuring officer, Gerard A. McHale, Jr.), and Robert E. Tardif, Jr., as Chapter 7 Trustee for the estate of debtors Bruce E. Bozzi, Sr. and Walter J. Ganzi, Jr., to obtain up to $5,534,918.18 of aggregate post-petition senior secured super priority DIP financing (consisting of delayed draw term loan facility) from SF V CLE Lending, LLC. The DIP borrowers may borrow up to $2,000,000 on an interim basis at any time prior to the earlier of February 26, 2020 and the entry of the final order, and up to an additional $3,534,918.18, on a final basis. The Court authorized the DIP borrowers to grant SF V CLE Lending, as successor-in-interest to Bank of America, N.A., as pre-petition lender, adequate protection with respect to the use of the cash collateral and any diminution in the value of the pre-petition collateral. A copy of the interim DIP order is available for free at https://is.gd/xurgOY from PacerMonitor.com. About Just One More Just One More Restaurant Corp. holds the Palm Restaurant steakhouse's intellectual property -- a series of trademarks and service marks, design elements of the Palm. JOMR licenses the Palm IP to the Palm Restaurants through individual licensing agreements. There are 24 Palm Restaurants currently operating in the United States and Mexico. The Debtors do not own any of the Palm Restaurants. Just One More Restaurant Corp. and Just One More Holding Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-01947) on March 7, 2019. At the time of the filing, Just One More Restaurant estimated assets of between $100 million and $500 million and liabilities of between $10 million to $50 million. Just One More Holding estimated assets and liabilities of between $1 million and $10 million. The Debtors tapped Berger Singerman LLP as their legal counsel, and McHale, P.A. as their restructuring advisor. LANDSTREET PROJECT: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Landstreet Project LLC 1303 53rd Street Suite 302 Brooklyn, NY 11219 Business Description: Landstreet Project LLC is primarily engaged in renting and leasing real estate properties (except buildings). Chapter 11 Petition Date: February 27, 2020 Court: United States Bankruptcy Court Eastern District of New York Case No.: 20-41245 Debtor's Counsel: Isaac Nutovic, Esq. NUTOVIC & ASSOCIATES 261 Madison Avenue, 26th Madison New York, NY 10016 Tel: 212-421-9100 Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Abraham P. Wieder, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors at the time of the filing. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/1yvdX4 LD INTERMEDIATE: Moody's Confirms Caa1 CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service confirmed LD Intermediate Holdings, Inc.'s Caa1 Corporate Family Rating and Caa1-PD Probability of Default Rating. At the same time, Moody's upgraded the company's first lien senior secured credit facility, consisting of a $30 million revolver and a $340 million term loan to B2 from B3. The outlook is stable. Moody's also assigned a Speculative Grade Liquidity Rating of SGL-3. This concludes the review for upgrade that was initiated on May 22, 2019. Moody's confirmed KLD's Caa1 CFR following its announcement that on December 19, 2019, the company completed a reverse IPO merger with Pivotal Acquisition Corp, a publicly traded special purpose acquisition company. In connection with the SPAC transaction, the company issued a new $200 million 8% convertible debentures due 2024 (unrated by Moody's), which bear an annual interest rate of 4% in cash and 4% in kind, payable quarterly, an additional 3% in kind interest will be added to the principal amount annually in December. Proceeds from debentures were used to retire $125 million of senior secured second lien term loan, term-out revolver borrowings and pay transaction fees and expenses. "The decision to change the outlook to stable reflects Moody's view that the SPAC transaction along with expectation for continued growth in eDiscovery segment affords the company greater financial flexibility while addressing key liquidity concerns," said Oleg Markin, Moody's AVP-Analyst. "However, KLD's current capital structure remains unsustainable and will need to be addressed in 2020," added Markin. Moody's upgraded the ratings on the existing first lien senior secured credit facility to B2 from B3 to reflect the greater support and loss absorption provided by the subordinated debt under Moody's Loss Given Default (LGD) methodology. With $200 million of new convertible debt raised, which replaced $125 million of senior secured second lien debt, KLD has meaningfully increased the proportion of unsecured debt to secured debt in the capital structure. Confirmations: Issuer: LD Intermediate Holdings, Inc. Corporate Family Rating, at Caa1 Probability of Default Rating, at Caa1-PD Upgrade: Issuer: LD Intermediate Holdings, Inc. Senior Secured First Lien Bank Credit Facility, upgraded to B2 (LGD2) from B3 (LGD3) Assignments: Issuer: LD Intermediate Holdings, Inc. Speculate Grade Liquidity Rating at SGL-3 Outlook Action: Issuer: LD Intermediate Holdings, Inc. Outlook, Change to stable from Rating Under Review RATINGS RATIONALE The Caa1 CFR reflects KLD's high debt-to-EBITDA leverage, estimated at around 7.8x as of December 31, 2019 (Moody's adjusted and expensing all capitalized software development costs), modest size with operations in a mature eDiscovery market that is intensely competitive. The largely transactional nature of the company's business model creates short-term earnings and working capital volatility that limits visibility. The SPAC transaction moderately increased KLD's debt levels but substantially improved its liquidity position by freeing up revolver capacity and shoring up balance sheet cash. The new capital structure, though still considered unsustainable, will provide the company with incremental cash flow and liquidity to continue to reinvest in the business and execute its turnaround plan, a critically important initiative as KLD faces debt maturities in December 2021-2022. Moody's expects that with an improved balance sheet and expectation for moderate EBITDA growth and debt repayment, KLD will deleverage to below 7.0x over the next 12-18 months. The rating also favorably considers KLD's credible market position with global scale and breadth of service offerings, as well as its proprietary technology stack. Moody's expects the company will maintain adequate liquidity over the next 12-18 months and will actively pursue refinancing plans well in advance of debt maturities. As consequence of the company's access to sensitive client data and the damage from potential cyberattacks and data breaches, social risks are noteworthy. Though the company continues to be majority sponsor-controlled, financial policy is expected to become more conservative and transparent under public company ownership. The stable outlook reflects Moody's expectation that KLD will generate modestly positive free cash flow, grow its topline and maintain stable margin over the next 12-18 months. The outlook also assumes the company will make progress in addressing its capital structure in advance of the 2021-2022 debt maturities. KLD's SGL-3 Speculative Grade Liquidity Rating reflects Moody's expectation that KLD will have adequate liquidity over the next 12-18 months. Sources of liquidity include balance sheet cash of $43 million at December 31, 2019, Moody's expectation for annual free cash flow of approximately $15-20 million, along with full availability under a $30 million revolver expiring in December 2021. Cash on hand and expected free cash flow provide adequate coverage for required annual term loan amortization of approximately $17 million, paid quarterly. The revolver has a springing first lien net leverage covenant when the revolver is drawn greater than 30% ($9 million), while the term loan does not have a financial covenant. Moody's does not expect a covenant test to apply over the next 12-18 months. Moody's would consider an upgrade if the company puts in place a more tenable capital structure, demonstrates sustained growth in revenue and earnings, sustains debt-to-EBITDA (Moody's adjusted and expensing all capitalized software costs) below 7.5x and maintains at least adequate liquidity. Moody's would consider a downgrade if revenue or earnings decline, leading to a deterioration in the company's liquidity, including sustained negative free cash flow. Ratings could also be pressured if the company is unable to address its 2021-2022 debt maturities. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. McLean, VA-based KLD provides electronic-discovery services to corporations and law firms. The company generated more than $300 million in annual revenue in 2019. Following the reverse IPO merger with Pivotal in December 2019, KLD is a publicly traded company on OTC market under the symbol "KLDI." The Carlyle Group LP and Revolution Growth are the majority shareholders of the combined company. LIZZA EQUIPMENT: Has Until May 1 to File Plan & Disclosure ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey held a hearing on the application of Debtors Lizza Equipment Leasing, Inc., Azzil Granite Materials, LLC and Magnolia Associates, LLC seeking an extension of the deadline for the Debtor to file a Plan and Disclosure Statement. On Feb. 13, 2020, Judge Michael B. Kaplan ordered that: * The deadline for the jointly administered Debtors to file a Plan and Disclosure Statement be and is hereby extended from March 12, 2020, to May 1, 2020. * If the Debtors fail to file a Plan and Disclosure Statement by May 1, 2020, the cases will automatically convert to cases under Chapter 7. A full-text copy of the order dated February 13, 2020, is available at https://tinyurl.com/rhcr6vm from PacerMonitor at no charge. The Debtors are represented by: WASSERMAN, JURISTA & STOLZ, P.C. 110 Allen Road, Suite 304 Basking Ridge, NJ 07920 Tel: (973) 467-2700 Fax: (973) 467-8126 Daniel M. Stolz, Esq. About Lizza Equipment Leasing Based in Hackettstown, N.J., Lizza Equipment Leasing, LLC and its affiliates, Azzil Granite Materials LLC and Magnolia Associates LLC, sought Chapter 11 protection (Bankr. D.N.J. Lead Case No.19-21763) on June 12, 2019. In the petitions signed by Carl J. Lizza, co-managing member, Lizza Equipment Leasing disclosed $90 in assets and liabilities of $987,830; Azzil Granite Materials disclosed total assets of $813,825 and total liabilities of $23,859,263; and Magnolia Associates disclosed total assets of $15,317,480, and total liabilities of $13,137,533. Judge Michael B. Kaplan oversees the cases. Daniel M. Stolz, Esq., at Wasserman Jurista & Stolz, P.C., is the Debtors' bankruptcy counsel. Azzil Granite Materials is a supplier of high friction granite aggregates for the New York City and Long Island market. Magnolia Associates owns a 134-acre property with quarry located in White Hall, N.Y., which is valued by the company at $15 million. LUCID ENERGY: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' long-term issuer credit rating to Lucid Energy Group II Borrower LLC. The issue-level rating on the first-lien term loan remains 'B', with a '3' recovery rating, indicating its expectation of meaningful (50% to 70%; rounded estimate: 60%) recovery in the event of a default. Lucid continues to build out the Red Hill Complex, adding volume and processing capacity. Red Hills IV began operations in November 2019, adding 230 million cubic feet per day (mmcf/d) of capacity. S&P expects Red Hills V to come online in the third quarter of 2020 adding an additional 230 mmcf/d of processing capacity. Given the large expansion projects, S&P expects Lucid's average capital expenditures in 2019 and 2020 to be between $250 and $300 million. Lucid's sponsors have contributed equity to fund capital spending, and the rating agency expects them to continue to do so. The stable outlook reflects S&P's view that Lucid will execute the expansion of its gas-gathering and processing infrastructure in the cost-competitive Northern Delaware Basin. Under its base-case scenario, S&P is expecting debt to EBITDA of 5.5x-6.0x in 2020 mainly driven by the improving cash flows from increased throughput volumes from the recently commissioned Red Hills IV and the rating agency's expectation that Red Hills V will come online in the third quarter of 2020. "We could consider lowering the rating if we expect debt to EBITDA to be above 6x at year-end 2020, which would likely be due to lower-than-expected volumes on the system. In addition, if the company issues incremental debt to finance the expansion projects or if liquidity deteriorates we could take negative rating action," S&P said. "We could raise the rating if we see an increase in the scale and scope of the operations via increased throughput volumes on the system that could come from new contracts or expansion projects. Improved diversity by commodity-type and geography would also help improve scale and scope. In addition, we could consider raising the rating if the company consistently sustains debt to EBITDA below 5x," the rating agency said. M & H PINE STRAW: Allowed to Use Cash Collateral on Interim Basis ----------------------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia authorized M & H Pine Straw, Inc. to use cash collateral on an interim basis. Newtek Small Business Finance, Inc. asserts a security interest in certain of the Debtor's personal property. The Debtor asserts that the amount owed to Newtek is approximately $1.9 million as of the Petition Date. Newtek and any other secured creditor, to the extent they hold valid liens, security interests, or rights of setoff as of the Petition Date under applicable law, are hereby granted valid and properly-perfected liens on all property acquired by the Debtor after the Petition Date that is the same or similar nature, kind, or character as each party's respective pre-petition collateral, to the extent of any diminution in the value of the Cash Collateral. However, no such replacement liens will attach to the proceeds of any avoidance actions under Chapter 5 of the Bankruptcy Code. The Adequate Protection Liens will be deemed automatically valid and perfected upon entry of this Order. About M & H Pine Straw M & H Pine Straw, Inc., a wholesaler of pine straw, filed a voluntary Chapter 11 petition (BAnkr. N.D. Ga. Case no. 20-20099) on Jan. 17, 2020. The petition was signed by Harris Maloy, owner. At the time of the filing, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. William A. Rountree, Esq., at Rountree Leitman & Klein, LLC, is the Debtor's legal counsel. M M & D HARVESTING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: M M & D Harvesting, Inc. 385 Roxie Reese Road Plymouth, NC 27962 Chapter 11 Petition Date: February 28, 2020 Court: United States Bankruptcy Court Eastern District of North Carolina Case No.: 20-00841 Judge: Hon. Joseph N. Callaway Debtor's Counsel: Trawick H. Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. PO Box 1654 New Bern, NC 28563 Tel: 252-633-2700 E-mail: tstubbs@stubbsperdue.com Total Assets: $1,473,377 Total Liabilities: $1,458,217 The petition was signed by Robert M. Holcomb, Sr., president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/bTGMUM MAGNOLIA PROPERTIES: Has $325K Offer for Mobile Property -------------------------------------------------------- Magnolia Properties, LLC, asks the U.S. Bankruptcy Court for the Southern District of Alabama to authorize the real property located at 6973 and 6397 Dauphin Island Parkway, Mobile, Alabama for $325,000. The Debtor owns the property. The property is encumbered by a first mortgage in the amount of $114,535. A third party unrelated to the Debtor has come forth with an offer to purchase said property for $325,000, which is greater than all liens now existing on the property. Completing the sale would benefit the Debtor by allowing it to surrender the property without undergoing a foreclosure and by generating money for the Estate. The Debtor asks the Court to enter an order permitting it to sell the property free and clear of all liens, and for such other further relief as the Court deems proper. About Magnolia Properties Magnolia Properties filed a voluntary Chapter 11 petition (Bankr. S.D. Ala. Case No. 19-14180) on November 27, 2019, and is represented by Judson E Crump, Esq., at Judson E Crump, P.C. The Debtor estimated under $1 million in both assets and liabilities. MAJUANNA WALKER: Selling Plant City Property -------------------------------------------- Majuanna Walker asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of her property located at 1301 W. Bates St., Plant City, Florida. On January 2020, the Debtor contracted a title company to facilitate the sale of her property. Notwithstanding the provisions set forth under 11 U.S.C. Section 1141(b), the title company has requested an order of the Court authorizing the sale of the property. A copy of the title company's email containing the request letter is available at https://tinyurl.com/tsobwe4 from PacerMonitor.com free of charge. The Debtor respectfully asks that the Court enters an Order granting her Motion, authorizing the sale of her real property, and granting such other and further relief as the Court deems appropriate. Counsel for Debtor: Stanley J. Galewski, Esq. GALEWSKI LAW GROUP, P.A. 412 E Madison St. #1106 Tampa, FL 33602 Telephone: (813) 222—8210 Facsimile: (813) 222-8211 E-mail: Stan@galewski.com Majuanna Walker sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-01238) on Jan. 26, 2011. The Debtor's Chapter 11 plan of reorganization was confirmed on Oct. 18, 2013. MEDNAX INC: S&P Alters Outlook to Negative, Affirms 'BB' ICR ------------------------------------------------------------ S&P Global Ratings revised its outlook on neonatal, anesthesia and radiology services provider MEDNAX Inc. to negative from stable and affirmed its 'BB' issuer credit rating. The outlook revision follows UnitedHealthcare Inc.'s termination of all of the contracts of affiliated practices across four states covering all of the services MEDNAX physicians provide in those states, including anesthesia, neonatology, and maternal fetal medicine. Per MEDNAX, UnitedHealthcare is seeking a 50% reduction in the rates the practices are paid for their services. The outlook revision reflects the risk that MEDNAX could experience greater-than-expected EBITDA pressure from other adverse contract outcomes if United terminates more contracts than it has announced. The risk includes the possibility of similar actions by other insurers. As of Feb. 20, MEDNAX announced that United will pursue a 50% rate reduction for all services MEDNAX physicians provide in the four states in which UnitedHealthcare has terminated its contracts. While S&P expects the dispute to end with contract negotiations and at least some margin contraction, it sees risk to this base case and the possibility that United could expand the terminations nationally. The negative outlook reflects the elevated uncertainly regarding the severity of EBITDA loss if United expands the terminations nationally and pursues aggressive reductions in the rates of all services, including neonatology and maternal fetal medicine. While S&P views this as unlikely, such actions on the part of United could cause leverage to increase above 4x for an extended period. "We could consider a lower rating if we expect leverage to be sustained above 4x, most likely due to United pursuing aggressive rate reductions in all MEDNAX services nationwide or due to restructuring costs being materially greater and lasting longer than expected. If we believe these cuts will be extended nationwide or if we see other payors following suit with this level of aggression, we could lower the rating by more than one notch, given that this would likely cause us to reassess the strength of the company's business positioning," S&P said. "We could revise the outlook back to stable if we expect that the company will sustain debt to EBITDA below 4x. Under this scenario, we would need to believe the company could absorb EBITDA pressure from the downside risk of the UnitedHealthcare contract renegotiations," the rating agency said. MELINTA THERAPEUTICS: Unsecureds to Get Recovery in Revised Plan ---------------------------------------------------------------- Melinta Therapeutics, Inc., and certain of its affiliates filed an Amended Disclosure Statement explaining its Chapter 11 plan, disclosing that holders of general unsecured claims will receive distributions form a general unsecured claims trust. The prior iteration of the disclosure statement said that general unsecured claimants will have no recovery. The Plan provides for payment in full or other treatment that would result in the unimpairment of Allowed Administrative, Priority Tax, Other Priority Claims, and Other Secured Claims. The treatment of the remaining Claims against and Interests in the Debtors depends on the outcome Debtors' sales and marketing process. In the event that the Supporting Lenders are the Successful Bidder, then the Supporting Lenders shall receive 100% of the equity interests in reorganized Melinta Therapeutics in full satisfaction of the Secured Prepetition Credit Agreement Claims, Holders of Allowed General Unsecured Claims will receive their Pro Rata Share of any cash distributions from a general unsecured claims trust to be established under the Plan (the "GUC Trust"), and all Interests in Melinta Therapeutics shall be cancelled, extinguished, and discharged. In the event that a third party is the Successful Bidder, Holders of Allowed Secured Prepetition Credit Agreement Claims will receive their pro rata share Pro Rata Share of the Distributable Cash, until such claims are paid in full in cash, Holders of Allowed General Unsecured Claims shall receive their Pro Rata Share of Distributable Cash, if any, remaining after all Secured Prepetition Credit Agreement Claims have been paid in full in cash, and all Interests in Melinta Therapeutics shall be cancelled, extinguished, and discharged. Secured Prepetition Credit Agreement Claims totaling $142,426,658 have a projected recovery for 98 percent. On Feb. 7, 2020, the Debtors, the Committee, Vatera, the Supporting Lenders, and MedCo (collectively, the "Settlement Parties") accepted and agreed to a settlement (the "Settlement"), memorialized in that certain Global Settlement Term Sheet dated as of the same date (the "Global Settlement Term Sheet"). Pursuant to the Plan and the Global Settlement Term Sheet, in the event that the Supporting Lenders are the Successful Bidder at the Auction, on the effective date of the Supporting Lender Transaction (the "Supporting Lender Transaction Effective Date"), if applicable, the Debtors will establish the GUC Trust, which will be funded with $3.5 million (the "Initial GUC Trust Funding Amount") and will receive certain Avoidance Actions and commercial tort claims. The GUC Trust will be administered by a trustee (the "GUC Trustee") and overseen by a committee comprised of three members of the Committee (the "GUC Trust Oversight Committee"). In the event that the Supporting Lenders are the Successful Bidder at the Auction, Holders of Allowed Class 4 General Unsecured Claims will receive their Pro Rata Share of any distributions or recoveries from the GUC Trust, except that Vatera and MedCo have agreed to subordinate their Claims to those of other Holders of General Unsecured Claims with respect to the first $3.5 million distributed by the GUC Trust. The Global Settlement Term Sheet requires that the Investigator identify any colorable claim that will be transferred to the GUC Trust by no later than 5:00 p.m. (Eastern) on March 12, 2020. In the event that the Investigator determines that a colorable claim against any of the D&Os, the Vatera Persons, or the MedCo Persons exists and will be transferred to the GUC Trust, such persons will not be released under the Plan, and the Debtors will amend the Plan accordingly. A full-text copy of the Amended Disclosure Statement dated February 19, 2020, is available at https://tinyurl.com/rknoswk from PacerMonitor.com at no charge. Counsel for the Debtors: Joseph O. Larkin (I.D. No. 4883) Jason M. Liberi (I.D. No. 4425) SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-3000 Fax: (302) 651-3001 – and – Ron E. Meisler Albert L. Hogan III Christopher M. Dressel 155 North Wacker Drive Chicago, Illinois 60606-1720 Telephone: (312) 407-0700 Fax: (312) 407-0411 David R. Hurst MCDERMOTT WILL & EMERY The Nemours Building 1007 North Orange Street, 4th Floor Wilmington, Delaware 19801 Telephone: (302) 485-3900 Fax: (302) 351-8711 About Melinta Therapeutics Melinta Therapeutics, Inc. (NASDAQ: MLNT) -- http://www.melinta.com/-- is the largest pure-play antibiotics company, dedicated to saving lives threatened by the global public health crisis of bacterial infections through the development and commercialization of novel antibiotics that provide new therapeutic solutions. Its four marketed products include Baxdela (delafloxacin), Vabomere (meropenem and vaborbactam), Orbactiv (oritavancin), and Minocin (minocycline) for Injection. This portfolio provides Melinta with the unique ability to provide providers and patients with a range of solutions that can meet the tremendous need for novel antibiotics treating serious infections. Melinta Therapeutics, Inc., and its subsidiaries sought Chapter 11 protection (D. Del. Lead Case No. 19-12748) on Dec. 27, 2019, after reaching a deal with lenders on a Chapter 11 plan that would convert debt to equity. Melinta Therapeutics disclosed $228,491,000 in assets and $289,022,000 in liabilities as of Sept. 30, 2019. The Hon. Laurie Selber Silverstein is the presiding judge. Melinta tapped Skadden, Arps, Slate, Meagher & Flom LLP as bankruptcy counsel. Cole Scholtz LLP is co-counsel. Jefferies, LLC, is the investment banker; and Portage Point Partners, LLC, is the financial advisor. Kurtzman Carson Consultants LLC is the claims agent, maintaining the page http://www.kccllc.net/melinta The Supporting Lenders are advised by Sullivan & Cromwell LLP, Houlihan Lokey and Landis Rath & Cobb LLP. MESA MARKETPLACE: Seeks to Use Cash Collateral ---------------------------------------------- Mesa Marketplace Center, LLC asked the Bankruptcy Court for the District of Arizona to use cash collateral until final hearing on the motion. The Debtor will use the cash collateral to pay ordinary and necessary expenses of operating and maintaining its business. The budget provided for $20,658 in total expenses, including $4,600 in property tax and $7,000 of management compensation, among others. The Debtor listed approximately $3,865,000 in debts, as follows: (i) $3,530,000 to SMS Financial Strategic Investments, LLC (first lien), (ii) $85,000 to Pacific Global Bank (second, third and fourth lien), and (iii) $250,000 to Maricopa County for property taxes. The Debtor proposes to provide adequate protection to creditors by way of stipulation. Debtor will also make monthly accountings to the creditors and grant creditors the right to inspect the Debtors' records upon reasonable notice and conditions. A copy of the motion is available for free at https://is.gd/5riH1j from PacerMonitor.com. In a separate document previously filed in Court, SMS Financial expressed its non-consent to the Debtor's use of cash collateral, demanding segregation of its cash collateral and seeking adequate protection for its interest to the extent the Debtor desires to use SMS cash collateral. A copy of the notice of non-consent is available at https://is.gd/uVrTnt from PacerMonitor.com free of charge. About Mesa Marketplace Center Mesa Marketplace Center is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor previously sought bankruptcy protection on Aug. 31, 2016 (Bankr. D. Ariz. Case No. 16-10094). The Debtor again filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 20-01335) on Feb. 10, 2020. On the Petition Date, the Debtor estimated between $1 million and $10 million in both assets and liabilities. The petition was signed by Kenny Eng, member. James Portman Webster Law Office, PLC is the Debtor's counsel. MODERN RADIOLOGY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Modern Radiology PSC dba Bermudez Imaging, PSC dba Bermudez Ruiz Imaging, PSC dba G Bermudez Diagnostic, PSC dba Gamshar Images Services 9176 C Marina Ponce, PR 00717 Business Description: Modern Radiology PSC owns and operates a medical and diagnostic laboratory in Puerto Rico. The company previously sought bankruptcy protection on May 18, 2015 (Bankr. D.P.R. Case No. 15-03629). Chapter 11 Petition Date: February 28, 2020 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 20-01107 Debtor's Counsel: Nilda Gonzalez Cordero, Esq. NILDA GONZALEZ CORDERO P.O. Box 3389 Guaynabo, PR 00970 Tel: 787-721-3437 E-mail: ngonzalezc@ngclawpr.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gamalier Bermudez Ruiz, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/EaYhTB MOTHERS TOUCH: Court Confirms Reorganization Plan ------------------------------------------------- On Feb. 12, 2020, the U.S. Bankruptcy Court for the Western District of Missouri convened a hearing to consider confirmation of the Combined Plan and Disclosure Statement, dated December 16, 2019, proposed by Debtor Mothers Touch Learning Center Scenic LLC. On Feb. 13, 2020, Judge Cynthia A. Norton confirmed the Combined Plan and Disclosure Statement with the incorporation of the following changes: * The last sentence in Section IX, Paragraph K (on page 13 of the plan) will be changed to read "The final Plan payment is expected to be paid on April 2023". * Section III, Paragraph D 2 (on page 6 of the plan) shall be changed. The Court finds the corrections should not adversely affect the holders of any Class of claims or interest or the feasibility of the Plan and additional notice of or disclosure relating to such modifications or clerical corrections are unnecessary. A full-text copy of the order dated Feb. 13, 2020, is available at https://tinyurl.com/svelfbm from PacerMonitor at no charge. About Mother's Touch Learning Center Scenic Mother's Touch Learning Center Scenic, LLC, is a limited liability company in good standing with the State of Missouri. It has been in the business of child daycare since its inception in 2001. At that point the Debtor had incurred considerable tax debt, so the Debtor hired an attorney in November 2017 for the purposes of working out a payment plan with the Internal Revenue Service. However, the attorney has not been of any assistance in the matter and therefore the tax debt has not been resolved and has only gotten larger, thus leading the Debtor to file this Chapter 11 bankruptcy. Mothers Touch Learning Center Scenic LLC sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 19-60709) on June 19, 2019. The Debtor is represented by Douglas, Haun & Heidemann, P.C. MTE HOLDINGS: Potter Anderson 3rd Update on Service Providers ------------------------------------------------------------- In the Chapter 11 cases of MTE Holdings LLC, et al., the law firm of Potter Anderson & Corroon LLP submitted a third amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to provide an updated list of the Ad Hoc Committee of Service Providers that it is representing. On Oct. 22, 2019, Oct. 23, 2019, and Nov. 8, 2019, each of the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code. On Nov. 20, 2019, the Office of the United States Trustee held a meeting to form an official committee of unsecured creditors. The U.S. Trustee did not appoint an official committee of unsecured creditors at the meeting, and on Dec. 3, 2019, the U.S. Trustee filed the Statement that a Committee of Unsecured Creditors Has Not Been Appointed [Docket No. 164]. Many of the creditors comprising the Ad Hoc Committee submitted questionnaires to the U.S. Trustee and appeared at the Formation Meeting; however, many, if not all, of these creditors have statutory liens pursuant to Chapter 56 of Title 5 of the Texas Property Code. See generally Tex. Prop. Code Ann. Section 56 et seq. Following the Formation Meeting, the creditors that make up the Ad Hoc Committee organized as a group to protect and preserve their rights and the rights of similarly situated creditors in these cases [Docket No. 160]. The Ad Hoc Committee consists of parties who performed labor or provided services to, or furnished or hauled material, machinery, or supplies used in, the Debtors' mineral activities. As of Feb. 27, 2020, members of the Ad Hoc Group and their disclosable economic interests are: Materialmen's Lien ------------------ Alamo Pressure Pumping, LLC 1101 N. Little School Road Arlington, TX 76017 $19,517,624.27 Anchor Drilling Fluids USA 11700 Katy Freeway, Suite 200 Houston, TX 77079 $1,422,536.24 Apergy ESP Systems, LLC 2445 Technology Forest Blvd. Building 4, 12th Floor The Woodlands, TX 77381 $4,851,753.78 Baseline Energy Services, LP 201 Foch Street Fort Worth, TX 76107 $1,226,077.16 Basic Energy Services, LP 801 Cherry Street, Suite 2100 Fort Worth, TX 76102 $3,217,315.85 Covenant Testing Technologies, LLC 1600 Highway 6, Suite 360 Sugar Land, TX 77478 $809,630.8 DuraChem Services 2719 W County Road 114 Midland, TX 79706 $4,474,085.56 Eastham Drilling, Inc. d/b/a Big E Drilling 4710 Bellaire Blvd., Suite 350 Bellaire, TX 77401 $8,861,682.00 FESCO, Ltd. 1000 FESCO Ave. Alice, TX 78332 $1,586,814.77 Flowco Production Solutions, LLC 18511 Imperial Valley Dr. Houston, TX 77073 $601,186.06 Gravity Oilfield Services, LLC 3300 North A Street Building 4, Suite 100 Midland, TX 79705 $11,037,156.80 JW Powerline, LLC 2401 E. Interstate 20 Midland, TX 79701 $5,820,435.78 Knight Energy Services, LLC 19500 State Highway 249, Suite 600 Houston, TX 77070 $156,395.04 Legacy Directional Drilling, LLC 103 Abigayles Row Scott, LA 70583 $5,200,891.18 NCS Multistage, LLC 19450 State Highway 249, Suite 200 Houston, TX 77070 $174,494.52 Patterson-UTI Drilling Company, LLC 10713 W. Sam Houston Pkwy. North Suite 800 Houston, TX 77064 $3,958,564.33 Peak Oilfield Services, LLC P.O. Box 548 Birdgeport, TX 76426 $928,797.42 ProPetro Services, Inc. 1706 S. Midkiff Building B Midland, TX 79701 $850,377.42 RWLS d/b/a Renegade Services 1937 West Avenue (PO Box 862) Levelland, TX 79336 $3,330,708.55 Select Energy Services, LLC 1233 West Loop South Suite 1400 Houston, TX 77027 $1,674,758.47 Sidewinder Drilling LLC 20475 Highway 249, Suite 300 Houston, TX 77070 $501,662.25 STEP Energy Services Holdings Ltd. 480 Wildwood Forest Drive Suite 300 Spring, TX 77380 $3,784,145.08 Superior Energy/ Pumpco Energy Services 1001 Louisiana Street, Suite 2900 Houston, TX 77002 $2,105,252.11 Trio Equipment Co. 3683 E Highway 44 Alice, TX 78332 $812,540.30 WaterBridge Texas Midstream LLC Attn: General Counsel 840 Gessner Road, Suite 100 Houston, TX 77024 $7,449,987.00 Nothing contained in this Verified Statement should be construed as a limitation upon, or waiver of any Ad Hoc Committee member's rights to assert, file and/or amend its claim(s) in accordance with applicable law and any orders entered in these cases establishing procedures for filing proofs of claim. The Ad Hoc Committee reserves the right to amend or supplement this Verified Statement in accordance with the requirements set forth in Bankruptcy Rule 2019. Counsel to the Ad Hoc Committee of Service Providers can be reached at: POTTER ANDERSON & CORROON LLP Christopher M. Samis, Esq. L. Katherine Good, Esq. R. Stephen McNeill, Esq. Aaron H. Stulman, Esq. 1313 North Market Street, Sixth Floor P.O. Box 951 Wilmington, DE 19899 Telephone: (302) 984-6000 Facsimile: (302) 658-1192 E-mail: csamis@potteranderson.com kgood@potteranderson.com rmcneill@potteranderson.com astulman@potteranderson.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/XYf7vR and https://is.gd/k4K1yQ About MTE Holdings LLC MTE Holdings LLC is a privately held company in the oil and gas extraction business. MTE sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-12269) on Oct. 22, 2019. In the petition signed by its authorized representative, Mark A. Siffin, the Debtor disclosed debts of less than $500 million. Judge Karen B. Owens has been assigned to the case. The Debtor tapped Kasowitz Benson Torres LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell, LLP as its local counsel; and Stretto as its claims and noticing agent. MURRAY ENERGY: Bailey, Steptoe, and Mooney Represent Benefit Fund ----------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Bailey Cavalieri LLC, Steptoe & Johnson LLP, and Mooney, Green, Saindon, Murphy & Welch, P.C. submitted a verified statement to disclose that they are representing UMWA 1974 Pension Plan, UMWA 1992 Benefit Plan, UMWA 1993 Benefit Plan, and UMWA Cash Deferred Savings Plan in the Chapter 11 cases of Murray Energy Holdings Co. The Firms represent only the Creditors in the Chapter 11 Case. As of Feb. 27, 2020, each Creditor's and their disclosable economic interests are: UMWA 1974 Pension Plan United Mine Workers of America Health & Retirement Funds 2121 K Street NW, 5th Floor Washington, DC 20037 * All obligations of any or all of the Debtors arising under or in connection with the UMWA 1974 Pension Plan, including any withdrawal liability, or the National Bituminous Coal Wage Agreements. * Amount of Claim or Interest: $5.7 billion UMWA 1992 Benefit Plan United Mine Workers of America Health & Retirement Funds 2121 K Street NW, 5th Floor Washington, DC 20037 * All obligations of any or all of the Debtors arising under or in connection with the UMWA 1992 Benefit Plan. * Amount of Claim or Interest: undetermined UMWA 1993 Benefit Plan United Mine Workers of America Health & Retirement Funds 2121 K Street NW, 5th Floor Washington, DC 20037 * All obligations of any or all of the Debtors arising under or in connection with the UMWA 1993 Benefit Plan, Participation Agreement, or National Bituminous Coal Wage Agreements * Amount of Claim or Interest: undetermined UMWA Cash Deferred Savings Plan United Mine Workers of America Health & Retirement Funds 2121 K Street NW, 5th Floor Washington, DC 20037 * All obligations of any or all of the Debtors arising under or in connection with the UMWA Cash Deferred Savings Plan. * Amount of Claim or Interest: undetermined Nothing contained in this Verified Statement is intended or shall be construed to constitute (i) a waiver or release of the rights of any of the Creditors to have any final order entered by, or other exercise of the judicial power of the United States performed by, an Article III court; (ii) a waiver or release of the rights of any of the Creditors to have any and all final orders in any and all non-core matters entered only after de novo review by a United States District Judge; (iii) consent to the jurisdiction of the Court over any matter; (iv) an election of remedy; (v) a waiver or release of any rights any of the Creditors may have to a jury trial; (vi) a waiver or release of the right to move to withdraw the reference with respect to any matter or proceeding that may be commenced in the Chapter 11 Case against or otherwise involving any of the Creditors; or (vii) a waiver or release of any other rights, claims, actions, defenses, setoffs or recoupments to which any of the Creditors may be entitled, in law or in equity, under any agreement or otherwise, with all of which rights, claims, actions, defenses, setoffs or recoupments being expressly reserved. Counsel for the Creditors can be reached at: Bailey Cavalieri LLC Nick V. Cavalieri, Esq. Matthew T. Schaeffer, Esq. 10 W. Broad Street, Suite 2100 Columbus, OH 43215-3422 Tel: (614) 229-3252 Fax: (614) 221-0479 E-mail: nick.cavalieri@baileycavalieri.com matthew.schaeffer@baileycavalieri.com Steptoe & Johnson LLP Filiberto Agusti, Esq. 1330 Connecticut Avenue, NW Washington, DC 20036 Tel: (202) 429-6428 Fax: (202) 429-3902 E-Mail: fagusti@steptoe.com - and - MOONEY, GREEN, SAINDON, MURPHY & WELCH, P.C. Paul A. Green, Esq. John R. Mooney, Esq. Diana M. Bardes, Esq. 1920 L Street, N.W., Suite 400 Washington, D.C. 20036 Telephone: (202) 783-0010 E-mail: pgreen@mooneygreen.com jmooney@mooneygreen.com dbardes@mooneygreen.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/DTEMes About Murray Energy Headquartered in St. Clairsville, Ohio, Murray Energy -- http://murrayenergycorp.com/-- is the largest privately owned coal company in the United States, producing approximately 76 million tons of high quality bituminous coal each year, and employing nearly 7,000 people in the United States, Colombia and South America. Murray Energy now operates 15 active mines in five regions in the United States, plus two mines in Colombia, South America. It operates 12 underground longwall mining systems, 42 continuous mining units, 10 transloading facilities, and five mining equipment factory and fabrication facilities. Murray Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 19-56885) on Oct. 29, 2019. At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. The cases have been assigned to Judge John E. Hoffman Jr. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Dinsmore & Shohl LLP as local counsel; Evercore Group L.L.C. as investment banker; Alvarez and Marsal L.L.C. as financial advisor; and Prime Clerk LLC as notice and claims agent. The U.S. Trustee for Region 9 appointed creditors to serve on the official committee of unsecured creditors on Nov. 7, 2019. NANOMECH INC: Delays Filing of Plan to Pursue Avoidance Actions --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended the exclusive period for Nanomech, Inc. to file a Chapter 11 plan and solicit acceptances for the plan to May 11 and July 8, respectively. The extension will allow Nanomech to pursue preferential and avoidance actions, which are the only assets remaining following the sale of most of the company's assets. The company is still investigating such claims. About Nanomech Inc. NanoMech, Inc. is a privately held company focused on patented platform nanomanufacturing technologies. It was formed in 2002. NanoMech filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 19-10851) on April 15, 2019. In the petition signed by Benjamin Waisbren, chief restructuring officer, the Debtor estimated $10 million to $50 million in both assets and liabilities. Judge Christopher S. Sontchi oversees the case. The Debtor tapped Winston & Strawn LLP as general bankruptcy counsel; Gellert Scali Busenkell & Brown, LLC as bankruptcy co-counsel; and Virtually There LLC as restructuring advisor. NEPHROS INC: Incurs $3.18 Million Net Loss in 2019 -------------------------------------------------- Nephros, Inc., filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $3.18 million on $10.33 million of total net revenues for the year ended Dec. 31, 2019, compared to a net loss of $3.33 million on $5.69 million of total net revenues for the year ended Dec. 31, 2018. "We are pleased the 2019's results continued the Company's consistent multi-year growth trajectory and steady improvement of the bottom line," said Daron Evans, president and chief executive officer of Nephros. "As we look forward into 2020, we are well capitalized and believe we are well positioned to maintain the momentum we have generated. We expect to grow revenues between 40% and 50%, with additional revenue growth possible depending on the timing and growth trajectory of our pathogen detection system products. We look forward to building on our foundation of engineering and customer service excellence into an exciting 2020." As of Dec. 31, 2019, the Company had $11.63 million in total assets, $3.94 million in total liabilities, and $7.69 million in total stockholders' equity. Cost of goods sold for the year ended Dec. 31, 2019 was $4.3 million, compared with $2.5 million in 2018, an increase of 71%. Gross margins for the year ended Dec. 31, 2019 were 59%, compared with 56% in 2018. Research and development expenses for the year ended Dec. 31, 2019 were $3.1 million, compared with $1.5 million in 2018, an increase of 101%. Depreciation and amortization expenses for the year ended Dec. 31, 2019 were approximately $186,000, compared with approximately $163,000 in 2018, an increase of 14%. Selling, general and administrative expenses for the year ended Dec. 31, 2019 were $6.1 million, compared with $4.5 million in 2018, an increase of 35%. Adjusted EBITDA for the year ended December 31, 2019 was ($1.2 million), compared with ($1.8 million) in 2018, a 30% reduction. The Company has sustained operating losses and expects such losses to continue over the next several quarters. In addition, net cash from operations has been negative since inception, generating an accumulated deficit of approximately $127,332,000 as of Dec. 31, 2019. On Feb. 4, 2020, the Company completed a confidentially marketed underwritten public offering whereby the Company sold 937,500 shares of its common stock for aggregate net proceeds of approximately $6,765,000. The Company also has a loan agreement with a lender, which provides a secured asset-based revolving credit facility. This loan agreement was amended on Dec. 20, 2019 to increase the borrowing capacity from $1,000,000 to $2,500,000. In July 2018, the Company formed a new subsidiary, Specialty Renal Products, Inc. ("SRP"), to drive the development of its second-generation HDF system and other products focused on improving therapies for patients with renal disease. On Sept. 5, 2018, SRP completed a private placement transaction whereby SRP sold preferred shares equivalent to 37.5% of its outstanding equity interests for aggregate proceeds of $3,000,000. As of the date of issuance of the accompanying consolidated financial statements, SRP has approximately $539,000 in cash. The proceeds of this private placement are restricted to SRP expenses and may not be used for the benefit of the Company or other affiliated entities, except to reimburse for expenses directly attributable to SRP. Nephros said, "Based on cash that is available for Company operations and projections of future Company operations, the Company believes that its cash will be sufficient to fund the Company's current operating plan through at least the next 12 months from the date of issuance of the accompanying consolidated financial statements. Additionally, management's operating plans are designed to help control operating costs, to increase revenue and to raise additional capital until such time as the Company generates sufficient cash flows from operations. If there were a decrease in the demand for the Company's products due to either economic or competitive conditions, or management were unable to achieve its plan, there could be a significant reduction in liquidity due to the possible inability of the Company to cut costs sufficiently." Financial Performance for the Fourth Quarter Net revenues for the fourth quarter of 2019 were $3.2 million, compared with $1.6 million in the fourth quarter of 2018, an increase of 96%. Cost of goods sold for the fourth quarter of 2019 was $1.3 million, compared with $0.7 million in the fourth quarter of 2018, an increase of 92%. Gross margins for the fourth quarter of 2019 were 60%, compared with 59% in the fourth quarter of 2018. Research and development expenses for the fourth quarter of 2019 were $0.8 million, compared with $0.5 million in the fourth quarter of 2018, an increase of 40%. Depreciation and amortization expenses for the fourth quarter of 2019 were approximately $44,000, compared with approximately $40,000 in the fourth quarter of 2018, an increase of 10%. Selling, general and administrative expenses for the fourth quarter of 2019 were $1.4 million, compared with $1.1 million in 2018, an increase of 30%. Net (loss) for the fourth quarter of 2019 was approximately ($143,000), compared with a net (loss) of approximately ($664,000) in the fourth quarter of 2018, a 78% reduction. Adjusted EBITDA for the fourth quarter 2019 was approximately $377,000, compared with approximately ($256,000) in the fourth quarter of 2018. As of December 31, 2019, Nephros had cash and cash equivalents of approximately $4.2 million. In January 2020, Nephros completed a Common Stock offering which generated approximately $6.7 million of net cash proceeds. A full-text copy of the Form 10-K is available for free at: https://is.gd/uAqKzR About Nephros Inc. River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which are generally classified as ultrafilters, are primarily used in hospitals for the prevention of infection from water-borne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. NEW ENERGY: Needs More Time to Complete Plan Negotiations --------------------------------------------------------- New Energy Consultants & Contractors LLC has until March 31 to file its Chapter 11 plan of reorganization and disclosure statement. NECC sought exclusivity extension to allow conclusion of its ongoing negotiations with Parliament High Yield Fund, LLC, Sunrun, AEE Solar, ALC Warehouses, LLC and members of the company for a substantial capital investment. The result of such negotiations will be instrumental to the plan to be filed. NECC is confident that it can conclude the negotiations and be able to file a disclosure statement and plan by March 31. About New Energy Consultants New Energy Consultants & Contractors LLC is a Puerto Rican company with a mission to serve residential and commercial renewable energy markets. New Energy Consultants filed a Chapter 11 petition (Bankr. D.P.R. Case No. 19-05891) on Oct. 10, 2019. In the petition signed by Yolanda Gonzalez Gomez, chief financial officer and chief restructuring officer, the Debtor estimated $50,000 in assets and $10 million to $50 million in liabilities. Judge Enrique S. Lamoutte Inclan oversees the case. Jose F. Cardona Jimenez, Esq., at Cardona Jimenez Law Offices, PSC, is the Debtor's legal counsel. NEW WAY INVESTMENTS: March 26 Plan & Disclosure Hearing Set ----------------------------------------------------------- On Feb. 11, 2020, debtor New Way Investments, L.L.C. filed with the U.S. Bankruptcy Court for the Western District of Louisiana, Alexandria Division, a Disclosure Statement with respect to a Plan under Chapter 11. On Feb. 13, 2020, Judge John S. Hodge conditionally approved the Disclosure Statement and established the following dates and deadlines: * March 19, 2020, is fixed as the last day for filing written acceptances or rejections of the plan. * March 26, 2020, at 1:30 p.m. is fixed for the hearing on final approval of the disclosure and for the hearing on confirmation of the plan. The hearing will be held at 300 Jackson Street, Suite 116, Alexandria, Louisiana, 71301. * March 19, 2020, is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. * March 24, 2020, is fixed as the deadline for Debtor to file a tabulation of ballots accepting or rejecting the plan; and a declaration or affidavit of compliance. A full-text copy of the order dated Feb. 13, 2020, is available at https://tinyurl.com/rztgt9e from PacerMonitor at no charge. About New Way Investments New Way Investments LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 19-80785) on Aug. 20, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $50,000. The case is assigned to Judge Stephen D. Wheelis. Thomas R. Willson, Esq., is the Debtor's legal counsel. NEWBRIDGE ON CHARLES: Fitch Affirm BB+ Rating on $236MM 2017 Bonds ------------------------------------------------------------------ Fitch Ratings affirmed the 'BB+' rating on the $236.29 million revenue refunding bonds series 2017 issued by the Massachusetts Development Finance Agency on behalf of NewBridge on the Charles Inc. The Rating Outlook is Stable. SECURITY The bonds are secured by a mortgage on the retirement community facility, a security interest in NewBridge's "collateral" as defined in the Master Trust Indenture, including gross revenues, and a debt service reserve account that is partially funded by an equity contribution from NewBridge's sole corporate member, Hebrew SeniorLife (HSL). KEY RATING DRIVERS STRONG OPERATING PROFILE: NewBridge's parent company and manager is HSL, a large and reputable senior services enterprise affiliated with Harvard Medical School, and has a significant presence in the Boston, MA region. HSL has provided financial support in addition to its leadership and administrative expertise. Driven by NewBridge's attractive facilities, favorable location and quality reputation, demand at all levels of care has been high. Occupancy also has historically been strong, as evidenced by NewBridge's 97.8% occupancy in independent living units (ILUs), 97.1% in its assisted living units (ALUs), and 94.8% in its health care center (HCC), which is comprised of a skilled nursing facility (SNF) and long-term chronic care. ELEVATED LONG TERM LIABILITY PROFILE: In fiscal 2019, NewBridge's debt position remains very high as evidenced by MADS equating to 25.3% revenues and debt to net available measuring 13.0x, which are weaker than Fitch's non-investment-grade medians. IMPROVED FINANCIAL PROFILE: Operating profitability and balance sheet strength have improved. The operating ratio strengthened to 91.8% during fiscal 2019, from 96.6% in fiscal 2015. Furthermore, fiscal 2019 performance resulted in days cash on hand (DCOH) of 428 days, an improvement from 303 in fiscal 2015. These metrics include HCC's lease payments, but not its operating expenses. HCC is operated by NewBridge's affiliate, Hebrew Rehabilitation Center (HRC), where monthly rental payments are equal to 100% of net revenues after payment of direct expenses. ASYMMETRIC ADDITIVE RISK FACTORS: No asymmetric risk considerations are relevant to the rating. RATING SENSITIVITIES The Stable Rating Outlook reflects NewBridge's relatively high debt burden, which will, in Fitch's opinion, make meaningful reductions in leverage unlikely over the agency's two-year Outlook. DEVELOPMENTS THAT MAY, INDIVIDUALLY OR COLLECTIVELY, LEAD TO A POSITIVE RATING ACTION: -- Significant balance sheet improvement could elevate the rating if debt moderates and the liquidity position continues to improve, positioning NewBridge's credit metrics in line with Fitch's 'BBB' category medians of 63.6% cash-to-debt and 8.3x cushion ratio. DEVELOPMENTS THAT MAY, INDIVIDUALLY OR COLLECTIVELY, LEAD TO A NEGATIVE RATING ACTION: -- Operating profitability or cash flow weakness that meaningfully deteriorates liquidity or reduces debt service coverage. -- Any unexpected notable reduction in census in NewBridge's ILU, ALU, SNF or HCC. CREDIT PROFILE NewBridge is a life plan community with 256 ILUs, 51 ALUs and 40 memory support units. NewBridge also includes a health care center with 48 skilled nursing facility (SNF) beds dedicated to short-term rehabilitative care and 220 long-term chronic care beds. The health care center is leased by an affiliated entity of HSL, Hebrew Rehabilitation Center. The lease agreement provides NewBridge monthly rental payments from HRC that are equal to 100% of net revenues of the leased space after payment of direct expenses related to those operations. All facilities are located on an expansive 162-acre campus in Dedham, MA about 10 miles southwest of downtown Boston and just north and east of Route 128/I-95. In fiscal 2019, HSL and its affiliates generated $239.4 million of operating revenues and held $618 million of total assets. NewBridge represented 51% of consolidated system assets but only 22% of consolidated system revenues, equating to $52.9 million. Only NewBridge is obligated on the series 2017 bonds, and Fitch's analysis is based solely on the obligated group's financial statements. OPERATING PROFILE NewBridge's sole corporate member and manager is HSL, a prominent senior services enterprise that is affiliated with Harvard Medical School and has significant long-term care operations in the Boston region. Founded in 1903, HSL provides communities and healthcare for seniors, research into aging, and education for geriatric care providers. It is one of the largest not-for-profit employers in Massachusetts and cares for approximately 3,000 seniors at six Boston-area campuses and communities. Due to its contributions to the clinical and research missions of Harvard Medical School and one of its major teaching hospitals, Beth Israel Deaconess Medical Center, HSL is Harvard's only geriatric affiliate. Since NewBridge's inception, it's benefitted from significant capital contributions from HSL. HSL has deferred all incentive and affiliate management fees (worth $17 million as of Sept. 30, 2017) since NewBridge opened, but regular management fees based on 4% of revenues were transferred to HSL. HSL also supplied $6 million of equity to partially fund the debt service reserve for the Series 2017 bonds. Repayment of HSL's financial commitments are subordinate to debt service and capital expenditures, where NewBridge will ensure DCOH exceeds 275 days (assuming HCC's operating expenses are included) before paying back HSL. Fitch believes this arrangement will allow operating profitability and debt service coverage to improve over time. STRONG OCCUPANCY AND DEMAND NewBridge's primary market area (PMA) encompasses 26 ZIP codes and draws from a broad base of residents. Residents come from not only within Massachusetts, but also from outside the state, indicating that NewBridge has a favorable reputation for quality care, attractive facilities and unique service offerings. Another driver of NewBridge's demand is its HSL affiliation and historical ties to Jewish-related religious and support organizations. In addition, the community's waitlist continues to be robust. As of February 2020, NewBridge maintains 165 and 108 prospective residents for the ILUs and ALUs, respectively. NewBridge enjoys strong demand at all levels of service. ILU, ALU and total HCC occupancies averaged 98.0%, 96.2% and 95.8%, respectively, from fiscal years 2015 through 2019. Occupancy in the 48-bed short-stay rehabilitation center averaged 90.8% from fiscal years 2015-2017 and 95.9% at the 220-bed long-term chronic care facility. For the three-month period ended Dec. 31, 2019, ILU (97%), ALU (94%) and total HCC (95%) occupancy remained very solid. Average year-to-date occupancy (through January) of 91.7% for the rehabilitation center and 96.2% for the chronic care facility remains strong. OPERATING PERFORMANCE The financial analysis and figures cited in this release are for NewBridge only, and do not include HCC's revenues and expenses. Fitch also notes that NewBridge's financial ratios are not fully comparable with similar communities given its relationship and lease arrangement with HRC. The revenues and expenses of HRC's operations in the leased space are not reflected in NewBridge's financial statements, only the earnings related to the operations. As such, certain operating, capital and liquidity ratios are somewhat overstated. Given the assumptions, the NewBridge's financial performance has steadily improved over time. As a result of NewBridge's strong occupancy, increased operating efficiency and consistent net entrance fee receipts, profitability is very solid, with net operating margin and net operating margin-adjusted averaging 21.3% and 32.4%, respectively, from fiscal years 2015 to 2019. Both metrics are well above the Fitch below-investment-grade medians of 3.8% and 19.4%. In fiscal 2019, NewBridge's maximum annual debt service (MADS) coverage including turnover entrance fee receipts was 1.4x, and 0.8x on a revenue-only basis, which are on par with Fitch's non-investment grade category medians of 1.3x and 0.7x, respectively. NewBridge's operating cash flow is supported by HCC's lease payments, averaging approximately $9 million for fiscal years 2016-2019. HCC's operations are supported by a relatively large private pay business (about 35% of net patient service revenues) and strong history of contracts with MassHealth for residents with Medicaid. In fact, HRC's most recent MassHealth contract resulted in a per diem rate increase of about 1.75%, which is very solid relative to the broader market. Furthermore, HCC's overall reputation and relationship with MassHealth continue to thrive as it maintains strong quality of care measures. SUFFICIENT LIQUIDITY NewBridge's balance sheet is characterized by a very heavy debt position but strengthening liquidity balance. In fiscal 2019, unrestricted liquidity grew by 6.4% to a total of $53.8 million, which translates to 428 DCOH and 22.3% cash-to-debt. Because of NewBridge's debt load, these results were mixed compared to Fitch's non-investment grade medians of 312 DCOH and 33.0%, respectively. Fitch believes NewBridge's liquidity balance will continue to grow given strong operations, consistent net entrance fee receipts and moderate capital spending. Fitch notes that the DCOH ratio is overstated given the structure of the lease agreement with HRC, whereby HCC's operating revenues and expenses are not incorporated into NewBridge's financial statements. While Fitch expects liquidity to grow due to operating performance, its upward trend may be somewhat limited by repayment of deferred fees to HSL in the future. 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. NOVAN INC: Sabby Volatility, et al. Have 7.5% Stake as of Feb. 28 ----------------------------------------------------------------- Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Feb. 28, 2020 they beneficially own 3,333,333 shares of common stock of Novan, Inc., which represents 7.54 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://is.gd/SvbW0b About Novan Inc. Based in Morrisville, North Carolina, Novan Inc. -- http://www.novan.com-- is a clinical development-stage biotechnology company focused on leveraging nitric oxide's naturally occurring anti-viral, anti-bacterial, anti-fungal and immunomodulatory mechanisms of action to treat a range of diseases with significant unmet needs. Nitric oxide plays a vital role in the natural immune system response against microbial pathogens and is a critical regulator of inflammation. Novan reportedg a net loss and comprehensive loss of $30.64 million for the year ended Dec. 31, 2019, compared to a net loss and comprehensive loss of $12.67 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $29.09 million in total assets, $52.88 million in total liabilities, and a total stockholders' deficit of $23.79 million. BDO USA, LLP, in Raleigh, North Carolina, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Feb. 24, 2020, citing that the Company has suffered recurring losses from operations and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. OBALON THERAPEUTICS: Incurs $23.7 Million Net Loss in 2019 ---------------------------------------------------------- Obalon Therapeutics, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $23.68 million on $3.28 million of total revenue for the year ended Dec. 31, 2019, compared to a net loss of $37.38 million on $9.10 million of total revenue for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $20.39 million in total assets, $4.54 million in total liabilities, and $15.85 million in total stockholders' equity. U.S. revenue of $2.4 million represented 73% of full year 2019 revenue, decreasing from $4.7 million or 52% of full year 2018 revenue. International revenue of $0.9 million in 2019 equated to 27% of full year 2019 revenue as compared to $4.4 million of international revenue in 2018 which equated to 48% of full year 2018 revenue. Gross profit for the full year 2019 was $0.3 million, resulting in a gross margin of 10%, as compared to $3.7 million for the full year 2018 and a gross margin of 40%. Research and development expense totaled $6.9 million for the full year 2019, as compared to $10.7 million for the full year 2018. Selling, general and administrative expense decreased to $16.7 million for the full year 2019, as compared to $29.9 million for the full year 2018. Operating loss for the full year 2019 was $23.2 million, compared to an operating loss of $37.0 million for the full year 2018. KPMG LLP, in San Diego, California, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Feb. 27, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Fourth Quarter 2019 Results The Company reported revenue of $0.8 million for the fourth quarter of 2019, compared to $2.0 million for the fourth quarter of 2018. U.S. revenue of $0.5 million represented 62% of revenue as compared to $0.8 million and 41% of revenue in the fourth quarter of 2018. International revenue of $0.3 million represented 38% of revenue in the fourth quarter of 2019, compared to $1.2 million and 59% of revenue in the fourth quarter of 2018. Cost of revenue was $0.6 million during the three months ended Dec. 31, 2019, down from $1.5 million for the prior-year comparable period. Gross profit for the fourth quarter of 2019 was $0.2 million, resulting in a gross margin of 20%, compared to a gross profit of $0.5 million and gross margin of 26% for the fourth quarter of 2018. Research and development expense for the fourth quarter of 2019 totaled $1.5 million, down from $2.3 million in the fourth quarter of 2018. Selling, general and administrative expense decreased to $3.6 million for the fourth quarter of 2019, compared to $6.9 million in the fourth quarter of 2018. Operating loss for the fourth quarter of 2019 was $5.0 million, compared to an operating loss of $8.7 million for the fourth quarter of 2018. Net loss in the fourth quarter of 2019 was $4.9 million, compared to a net loss of $8.8 million in the fourth quarter of 2018. The net loss per share was $0.64 for the fourth quarter of 2019 as compared to the net loss per share of $3.87 for the fourth quarter of 2018. As of Dec. 31, 2019, Obalon had cash and cash equivalents of $14.1 million and no outstanding debt. "2019 was an eventful year for Obalon as we recapitalized and repositioned the business to efficiently leverage our FDA-approved weight loss system through our new retail treatment center business model," said Bill Plovanic, president and chief executive officer. "We are very pleased with the opening and initial operations of our first treatment center in San Diego California, in addition to the recent opening of our second treatment center in Orange County, California. Our priorities in 2020 are focused on expanding our retail treatment center footprint, raising awareness of the Obalon Centers for Weight Loss brand, and working to create shareholder value by building a standardized, repeatable business using the Company-owned or managed retail treatment center model." A full-text copy of the Form 10-K is available for free at: https://is.gd/Jqr9TX About Obalon Obalon Therapeutics, Inc. (NASDAQ:OBLN) -- http://www.obalon.com/ -- is a San Diego-based company focused on developing and commercializing novel technologies for weight loss. OFFSHORE MARINE: May Borrow Up to $25K from AMEX on Revolving Basis ------------------------------------------------------------------- Judge Jerry A. Brown authorized Offshore Marine Contractors to obtain up to $25,000 of post-petition unsecured debt on a revolving basis in monthly charges with American Express Corporation and its affiliated entities and subsidiaries, and to pay obligations arising therefrom in the ordinary course of business. The Court also authorized the Debtor to pay $2,733.38 of pre-petition balance owed to Amex. A copy of the order is available free of charge at https://is.gd/RuyFLy from PacerMonitor.com. About Offshore Marine Contractors Offshore Marine Contractors -- http://offshoremarine.net/-- is a family-owned and operated company that provides offshore, self-propelled and self-elevating liftboats for the petroleum exploration and transportation industries. Offshore Marine Contractors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 19-13253) on Dec. 4, 2019. In the petition signed by its president, Raimy Eymard, the Debtor disclosed $32,345,576 in assets and $69,280,946 in debt. Judge Meredith S. Grabill oversees the case. The Debtor tapped Stewart Robbins & Brown, LLC as legal counsel; Bohman Morse, LLC as special maritime counsel; Baldwin Haspel Burke & Mayer, LLC as special tax counsel; Pepperman, Emboulas, Schwartz, & Todaro, LLC as accountant; and Stout Risius Ross, LLC as financial advisor. PANKEY'S TRANSPORTATION: Obtains Interim OK to Use Cash Collateral ------------------------------------------------------------------ Pankey's Transportation, Inc., asked the Bankruptcy Court to authorize use of cash collateral to fund its business operations. The Debtor currently owes secured creditor Univest National Bank and Trust Co., approximately $800,000. Univest holds a validly perfected lien against all personal property of Debtor, including deposit accounts, accounts, and account receivables. A copy of the motion is available at https://is.gd/npVZFu from PacerMonitor.com free of charge. Judge Jerrold N. Poslusny, Jr., granted the Debtor's motion on an interim basis, ruling that: * Univest is granted a replacement perfected security interest to the extent of cash collateral used, and to the extent and with the same priority in the Debtor's post-petition collateral, and proceeds thereof, that Univest Bank held in the Debtor's pre-petition collateral, * Univest Bank will have a super priority administrative expense claim, pursuant to Section 507(b) of the Bankruptcy Code, to the extent the adequate protection provided for proves insufficient. A copy of the interim order is available for free at https://is.gd/AFc3KZ from PacerMonitor.com. About Pankey's Transportation Pankey's Transportation, Inc., a specialty transportation company founded in 2016 by Georgette Miller, owns and operates tractors which it uses to transport goods between various Federal Ground Package System Inc. (FXG) terminals, as a sub-contractor for FXG. The company filed a Chapter 11 petition (Bankr. D. N.J. Case No. 20-12184) on February 10, 2020. The Law Offices of Dimitri L. Karapelou, LLC represents the Debtor. Judge Jerrold N. Poslusny, Jr., is assigned to the case. PENNRIVER COMMUNITY: Files Second Motion to Use Cash Collateral --------------------------------------------------------------- Pennriver Community, LLC, filed a second motion seeking authority to use cash collateral pursuant to a budget covering the period from February 2020 through May 2020. Pursuant to a separate filing, the Court enjoined parties-in-interest to file any responses and objections to the cash collateral motion no later than February 28, 2020. Hearing on the motion will be held on March 2, 2020 at 12:30 p.m. About Pennriver Community Pennriver Community, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Pennriver Community sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-41082) on Jan. 26, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Mark A. Randon oversees the case. Zousmer Law Group, PLC is the Debtor's legal counsel. PG&E CORP: Subrogation Claimants Update Holdings for 6th Time ------------------------------------------------------------- In the Chapter 11 cases of PG&E Corporation and Pacific Gas Electric Company, the law firms of Willkie Farr & Gallagher LLP and Diemer & Wei, LLP, filed a sixth amended verified statement pursuant to Federal Rules of Bankruptcy Procedure Rule 2019 to provide an updated list of the ad hoc group of subrogation claim holders. The ad hoc group of subrogation claim holders are comprised of 120 entities that hold liquidated and unliquidated insurance subrogation claims1 against PG&E Corporation and Pacific Gas and Electric Company, relating to certain California Wildfires and other claims. As of Feb. 26, 2020, members of the Ad Hoc Subrogation Group with the largest subrogation claims are: Allstate Insurance Company 2775 Sanders Road, Suite A2E Northbrook, IL 60062 * Wildfire Related Subrogation Claims: $864,721,862.55 * Senior Notes: $6,000,000.00 Certain affiliates of American International Group, Inc. 175 Water Street New York, NY 10038 * Wildfire Related Subrogation Claims: $333,299,328.37 Attestor Capital LLP 7 Seymour Street, Fourth Floor London, XO W1H 7JW * Wildfire Related Subrogation Claims: $834,742,084.00 * 7,488,514 shares of PG&E Corporation Common Stock * Senior Notes: $20,500,000.00 The Baupost Group, L.L.C. 10 St. James Avenue Suite 1700 Boston, Massachusetts 02116 * Wildfire Related Subrogation Claims: $6,779,029,346.01 * 16,062,643 shares of PG&E Corporation Common Stock * $850,000.00 in other unsecured wildfire-related claims * $33,691,700.00 in other rights California Casualty Indemnity Exchange 1875 S. Grant Street, Ste. 800 P.O. Box M San Mateo, CA 94402 * Wildfire Related Subrogation Claims: $44,534,274.67 California Insurance Guarantee Association 101 North Brand Boulevard, 6th Floor Glendale, CA 91203 P.O. Box 29066 Glendale, CA 91209 * Wildfire Related Subrogation Claims: $69,984,665.00 CNA Insurance Company 801 West Warrenville Road, Ste 700 Lisle, IL 60532 * Wildfire Related Subrogation Claims: $56,468,447.83 Certain affiliates of Farmers Insurance Exchange 6301 Owensmouth Woodland Hills, CA 91367 * Wildfire Related Subrogation Claims: $53,014,504.14 Grange Insurance Association 200 Cedar St. Seattle, WA 98121 * Wildfire Related Subrogation Claims: $42,263,476.67 Great American Insurance Company and certain affiliates Great American Insurance Group P.O. Box 5425 Cincinnati OH 45201-5425 * Wildfire Related Subrogation Claims: $104,145,756.96 Hartford Accident & Indemnity Company and certain affiliates 1 Hartford Plaza Hartford, CT 06155 * Wildfire Related Subrogation Claims: $368,179,659.27 Certain Affiliates of Liberty Mutual Insurance Company 175 Berkeley Street Boston, MA 02117 * Wildfire Related Subrogation Claims: $764,108,588.56 * $122,860,717.00 in surety bonds, unliquidated and contingent Insurance policies: unliquidated and contingent Mercury Insurance and certain affiliates 555 W. Imperial Highway Brea, CA 92821 * Wildfire Related Subrogation Claims: $63,489,833.00 QBE Americas, Inc. One QBE Way Sun Prairie, WI 53596 * Wildfire Related Subrogation Claims: $80,403,727.00 State Farm Mutual Automobile Insurance Company and certain affiliates One State Farm Plaza Bloomington, IL 61710 * Wildfire Related Subrogation Claims: $2,514,705,805.00 * Senior Notes: $86,000,000.00 * $5,000,000.00 in Non-Wildfire Subrogation Claims * $530,000.00 in Contractual Obligations under Prepetition Settlement Agreement Strategic Value Partners, LLC 100 West Putnam Ave Greenwich, CT 06830 * Wildfire Related Subrogation Claims: $132,030,617.58 * Senior Notes: $118,250,000.00 * $15,000,000.00 in Revolving Credit Facility principal Sixth Street Partners, LLC 2100 McKinney Ave., Suite 1500 Dallas, TX 75201 * Wildfire Related Subrogation Claims: $851,789,253.59 * 1,000,000 shares of PG&E Corporation Common Stock * Senior Notes: $152,124,000.00 * $9,884,083.91 in Revolving Credit Facility principal The Travelers Indemnity Company 1 Tower Square, 0000-08MS Hartford, CT 06183 * Wildfire Related Subrogation Claims: $831,269,291.00 * Senior Notes: $41,859,070.47 * $3,820,435.66 in non-Wildfire Subrogation Claims Certain affiliates of United Services Automobile Association 9800 Fredericksburg San Antonio, TX 78288 * Wildfire Related Subrogation Claims: $532,829,646.00 * Senior Notes: $20,000,000.00 * $38,000 in other claims Zurich American Insurance Company 1299 Zurich Way Schaumburg, IL 60196 * Wildfire Related Subrogation Claims: $66,012,437.33 Willkie represents only the Ad Hoc Subrogation Group. Willkie does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Each member of the Ad Hoc Subrogation Group is aware of, and has consented to, Willkie's "group representation" of the Ad Hoc Subrogation Group. No member of the Ad Hoc Subrogation Group represents or purports to represent any other entities in connection with these chapter 11 cases. Counsel to Ad Hoc Group of Subrogation Claim Holders can be reached at: WILLKIE FARR & GALLAGHER LLP Matthew A. Feldman, Esq. Joseph G. Minias, Esq. Benjamin P. McCallen, Esq. Daniel I. Forman, Esq. 787 Seventh Avenue New York, NY 10019-6099 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 E-mail: mfeldman@willkie.com jminias@willkie.com bmccallen@willkie.com dforman@willkie.com - and - DIEMER & WEI, LLP Kathryn S. Diemer, Esq. Alexander J. Lewicki, Esq. 100 West San Fernando Street, Suite 555 San Jose, CA 95113 Telephone: (408) 971-6270 Facsimile: (408) 971-6271 E-mail: kdiemer@diemerwei.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/2UNbSQ and https://is.gd/ylraGt 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. PIER 1 IMPORTS: Brown, Whiteford Represent Term Lender Group ------------------------------------------------------------ In the Chapter 11 cases of Pier 1 Imports, Inc., et al., the law firm of Brown Rudnick LLP and Whiteford, Taylor & Preston L.L.P. submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the Ad Hoc Term Lender Group formed by certain lenders under that certain Term Loan Credit Agreement dated April 30, 2014. In or around February 2019, the Ad Hoc Term Lender Group engaged Brown Rudnick to represent it in connection with the Members holdings of the Term Loan. On or around February 14, 2020, the Ad Hoc Term Lender Group retained Whiteford to act as co-counsel in these Chapter 11 Cases. Counsel represents the Ad Hoc Term Lender Group. Counsel, along with Seward & Kissel LLP, also represents Wilmington Savings Fund Society, FSB, in its capacity as the Term Loan administrative and collateral agent. In the event of any conflict between the Ad Hoc Term Lender Group and the Term Loan Agent, Counsel will represent the interests of the Ad Hoc Term Lender Group only and S&K will represent the interests of the Term Loan Agent. Other than the Ad Hoc Term Lender Group and the Term Loan Agent, Counsel does not represent or purport to represent any other entity or entities in connection with the Chapter 11 Cases. In addition, the Ad Hoc Term Lender Group does not claim or purport to represent any other entity and undertakes no duties or obligations to any entity. As of Feb. 26, 2020, members of the Ad Hoc Term Lender Group and their disclosable economic interests are: Aggregate Principal Amount of Term Loan Obligations -------------------------- EATON VANCE Two International Place, 9th Floor Boston, MA 02110 $28,360,483.15 INSIGHT NORTH 200 Park Ave, 7th Floor New York, NY 10166 $11,230,192.57 MARATHON ASSET One Bryant Park, 38th Floor New York, NY 10036 $19,458,922.55 MJX ASSET 12 East 49th Street, 38th Floor New York, NY 10017 $13,478,837.33 WHITEBOX ADVISORS 3033 Excelsior Boulevard, Suite 500 Minneapolis, MN 55416 $34,601,066.78 ZAIS GROUP LLP 101 Crawfords Corner Road, Suite 1206 Holmdel, NJ 07733 $13,386,333.24 Upon information and belief formed after due inquiry, Counsel does not hold any claim against, or interests in, the Debtors or their estates, other than claims for fees and expenses incurred in representing the Ad Hoc Term Lender Group and the Term Loan Agent. Brown Rudnick's address is 7 Times Square, New York, New York 10036, and One Financial Center, Boston, Massachusetts, 02111. Whiteford's address is Two James Center 1021 E. Cary Street, Suite 1700, Richmond, Virginia 23219. Counsel submits this Statement out of an abundance of caution, and nothing herein should be construed as an admission that the requirements of Bankruptcy Rule 2019 apply to Counsel's representation of the Ad Hoc Term Lender Group. Counsel to the Ad Hoc Term Lender Group can be reached at: WHITEFORD, TAYLOR & PRESTON L.L.P. Christopher A. Jones, Esq. Vernon E. Inge, Esq. Corey S. Booker, Esq. Two James Center 1021 E. Cary Street, Suite 1700 Richmond, VA 23219 Telephone: (804) 977-3300 Email: cajones@wtplaw.com vinge@wtplaw.com cbooker@wtplaw.com - and - BROWN RUDNICK LLP Robert J. Stark, Esq. Uchechi Egeonuigwe, Esq. Seven Times Square New York, NY 10036 Telephone: (212) 209-4800 Email: rstark@brownrudnick.com uegeonuigwe@brownrudnick.com Steven D. Pohl, Esq. Sharon I. Dwoskin, Esq. BROWN RUDNICK LLP One Financial Center Boston, MA 02111 Telephone: (617) 856-8200 Email: spohl@brownrudnick.com sdwoskin@brownrudnick.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/atS9wW About Pier 1 Imports Founded with a single store in 1962, Pier 1 Imports, Inc. -- http://www.pier1.com/-- is a leading omni-channel retailer of unique home dÃ©cor and accessories. The Company's products are available through approximately 930 Pier 1 stores in the U.S. and online at pier1.com. Pier 1 Imports, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 20-30805) on Feb. 17, 2020, to pursue a sale of the assets. Pier 1 disclosed $426,585,000 in assets and $258,254,000 in debt as of Jan. 2, 2020. The Hon. Kevin R. Huennekens is the case judge. A&G Realty Partners is assisting the Company with its previously announced store closures and lease modifications. Pier 1 landlords are encouraged to contact A&G Realty Partners through its website, http://www.agrep.com/ Kirkland & Ellis LLP and Osler, Hoskin & Harcourt LLP are serving as legal advisors to Pier 1 in the U.S. and Canada, respectively. AlixPartners LLP is serving as the Company's restructuring advisor and Guggenheim Securities, LLC is serving as the Company's investment banker. Epiq Bankruptcy Solutions is the claims agent. PITBULL REALTY: May Continue Using Cash Collateral Thru April 30 ---------------------------------------------------------------- Judge Michael Fagone of the U.S. Bankruptcy Court for the District of New Hampshire authorized Pitbull Realty Group, Inc., to use cash collateral to pay the costs and expenses incurred in the ordinary course of business through April 30, 2020, pursuant to the budget. As adequate protection for the use of the cash collateral: (a) the Debtor will make adequate protection payments to Primary Bank in the amount required by the Stipulation, beginning on August 1, 2019 and on the same date of each month thereafter during the use term; (b) the Debtor will make adequate protection payments to: * CNH Industrial Capital America LLC for $1,100; * Corporation Service Company, as Representative, which Debtor believes to be Amur, for $64; * JCB Finance, a Program of Bank of the West, for $131.50; and * Corporation Service Company, which Debtor believes to be General Motors Corporation, for $408. (c) the Debtor will pay, for the benefit of all Record Lienholders, property damage, liability and other insurance premiums, pursuant to the Budget. The Debtor will file a further application for on-going use of cash collateral by March 24. Objections must be filed by April 2 in time for the hearing on April 7, 2020 at 10:00 a.m. A copy of the Order is available at PacerMonitor.com at https://is.gd/x0FBv2 at no charge. About Pitbull Realty Group Pitbull Realty Group, Inc. is a limited liability company engaged in single asset real estate, with principal place of business at 373 South Willow Street, Manchester, New Hampshire. Pitbull Realty Group Inc. sought Chapter 11 protection (Bankr. D.N.H. Case No. 19-10923) on June 28, 2019. The Debtor was estimated to have less than $1 million in assets and/or liabilities. WILLIAM S. GANNON PLLC is the Debtor's counsel. The Debtor hired Victor W. Dahar, P.A., as attorney. PLATINUM GROUP: Reports Waterberg Project Funding by Implats ------------------------------------------------------------ Platinum Group Metals Ltd. and Impala Platinum Holdings Ltd. (JSE-IMP) ("Implats") announce that the shareholders of Waterberg JV Resources Proprietary Limited have agreed to amend the terms of the Implats Purchase and Development Option, which was due to be exercised on April 17, 2020 following the Waterberg JV Co.'s approval of the 2019 Definitive Feasibility Study on Dec. 5, 2019. In consideration for this amendment, Implats has agreed to fund 100% of a new implementation budget and work programme effective Feb. 1, 2020. The programme, which has been approved by Waterberg JV Co., will be aimed at increasing confidence in specific areas of the DFS while awaiting the expected grant of a Mining Right and Environmental Authorization and is estimated to cost approximately US$4 million. This amount will be offset against Implats' future development funding commitment should it elect to exercise the Purchase and Development Option. The end date of Implats' Purchase and Development Option will be amended from the original date of April 17, 2020 to 90 calendar days following receipt of an executed Mining Right for the project. All other terms of the Purchase and Development Option remain unchanged. The work program will include geotechnical drilling along the planned decline positions as set out in the DFS, as well as detailed review of critical areas that could affect the implementation schedule and budget to mitigate execution risks. The sustainability of water supply and a suitable housing strategy will also be progressed further. The Waterberg JV Co. technical committee and Board have approved the work program that includes the initial work for early 2020 outlined in the DFS. Platinum Group will continue to be the Manager of the project, as directed by the technical committee of Waterberg JV Co., and Implats will direct the new work program. The Mining Right application for the Waterberg project is well advanced. On Nov. 6, 2017, Implats purchased 15% of the Waterberg Project for US$30 million. Implats was also granted an option to increase its stake to 50.01% through additional share purchases from Japan Oil, Gas and Metals National Corporation for an amount of US$34.8 million and earn-in arrangements for US$130 million paid to Waterberg JV Co. to fund development work on the Waterberg Project, as well as a right of first refusal to smelt and refine Waterberg concentrate. A DFS Technical Report, effective Sept. 4, 2019, was approved by Waterberg JV Co. shareholders on Dec. 5, 2019. Before the amendment announced today, Implats had until April 17, 2020 to elect whether or not to exercise the Purchase and Development Option. The amendment allows for the additional project de-risk work to be funded by Impala at 100% with Implats' decision whether to exercise the full Purchase and Development Option to be made within 90 calendar days from the date on which the full Mining Right is executed by the Department of Mineral Resources and Energy. The work program to be funded by Impala will be a credit to Implats' required US$130 million funding commitment should Implats elect to exercise its Purchase and Development Option. If Impala does not elect to exercise the Purchase and Development Option, funding provided by Implats will not be a credit to Implats, and instead will be an out of pocket expense to Implats. Impala will provide a 90-day notice to Waterberg JV Co. if it elects to not continue with 100% project funding. The proposed program and agreement outlined above will be subject to final documentation and amendments of the formal Purchase and Development Option, the Call Option and other agreements which are expected to be completed promptly. About Platinum Group Metals Ltd. Headquartered in British Columbia, Canada, Platinum Group Metals Ltd. -- www.platinumgroupmetals.net -- is a platinum and palladium focused exploration, development and operating company conducting work primarily on mineral properties it has staked or acquired by way of option agreements or applications in the Republic of South Africa and in Canada. The Company's sole material mineral property is the Waterberg Project. The Company continues to evaluate exploration opportunities both on currently owned properties and on new prospects. PricewaterhouseCoopers LLP, in Vancouver, Canada, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Nov. 25, 2019, citing that the Company has suffered recurring losses from operations and has significant amounts of debt payable without any current source of operating income. The Company also has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Platinum Group reported a net loss of $16.77 million for the year ended Aug. 31, 2019, compared to a net loss of $41.02 million for the year ended Aug. 31, 2018. As of Aug. 31, 2019, Platinum Group had $43.66 million in total assets, $44.82 million in total liabilities, and a total shareholders' deficit of $1.16 million. PONCE REAL ESTATE: Triangle REO Objects to Disclosure Statement --------------------------------------------------------------- Creditor Triangle REO PR Corp. submitted a objections to Ponce Real Estate Corp.'s Disclosure Statement. The Amended Disclosure Statement fails to comply with the requirements of Section 1125 of the Code. The Disclosure Statement does not provide for Triangle's retention of liens, rights and remedies as a secured creditor. Counsel for Creditor: Eyck O. Lugo EDGE Legal Strategies, PSC 252 Ponce de Leon Ave., Suite 2100 San Juan, Puerto Rico 00918 Tel: (787) 522-2000 Fax: (787) 522-2010 E-mail: elugo@edgelegalpr.com About Ponce Real Estate Corp. Ponce Real Estate Corp. as registered in the Department of State of Puerto Rico on February 11, 1955, under registry number 4514, as a domestic for-profit-corporation, operating the business of owning to lease real estate properties for commercial and/or residential purposes. Its principal place of business is located at 49 Mendez Vigo Street, Ponce, Puerto Rico 00730, which is property of PRE. Mr. Francisco I. Vilarino Rodriguez a/k/a Frank Vilarino is the sole owner and president. Ponce Real Estate Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-06805) on Nov. 24, 2018. At the time of the filing, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of the same range. The Debtor tapped EMG Despacho Legal, CRL as its legal counsel, and Tamarez CPA, LLC as its accountant. PRINCETON AVENUE: 5% Shareholders Object to Disclosure Statement ---------------------------------------------------------------- Creditors Arlene Pero and Jill Swersky, are minority shareholders of Princeton Avenue Group., each owning a 5 percent stake, object to the adequacy of the Disclosure Statement describing the Chapter 11 Plan proposed by the Debtor. In their objection, Pero and Swersky assert that: * The Disclosure Statement fails to provide adequate information for creditors, and in particular, Pero and Swersky, to evaluate and vote on the Plan. Significant modifications will be necessary to comply with Section 1125 of the Bankruptcy Code. Until such modifications are made, the Court should decline to permit solicitation of the Plan. * The Disclosure Statement, in fact, completely omits Swersky, and the secured Swersky Claim simply does not fit into any of the classes of claims as described in the Disclosure Statement and Plan. * The Disclosure Statement and Plan must be amended to include the Swersky Claim and provide sufficient information regarding the treatment of the Swersky to permit both Swersky and Pero to make an informed judgment regarding the Disclosure Statement and Plan. * The Plan does not appropriately classify all of the claims against the Debtor, which violates section 1123(a)(1) of the Bankruptcy Code requiring a plan to designate classes of claims and interests. A full-text copy of Pero and Swersky's objections dated Feb. 13, 2020, is available at https://tinyurl.com/rael4hh from PacerMonitor at no charge. Counsel to Pero and Swersky: Edmond M. George, Esquire Alicia M. Sandoval, Esquire Obermayer Rebmann Maxwell & Hippel LLP 1120 Route 73, Suite 420 Mt. Laurel, NJ 08054 Tel: (856) 795-3300 E-mail: edmond.george@obermayer.com alicia.sandoval@obermayer.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. PROTEC INSTRUMENT: Unsecureds to Get Up to 100% in 6 Years ---------------------------------------------------------- Protec Instrument Corporation and related and jointly administered debtor, Protec RE Holdings Inc. filed a Plan of Reorganization and a corresponding Disclosure Statement. PIC will continue to operate, to service its customers and at the same time, to provide for a repayment of its creditors sums in excess as would be realized in a chapter 7 proceeding. In sum, the Plan provides that the Debtor will pay in full the claims of the taxing authorities, the Bank; and provide for a 100% repayment to the holders of allowed unsecured claims. Payments will be made from funds contributed as the new value contribution by the 100% shareholder of the Debtor together with sums generated from the reorganized Debtor's operations. Class 1 consists of the claims of Berkshire Bank which is the holder of a first priority secured claim in the principal amount of $1,525,736, plus interest. The payment of the Class 1 Claim will be bifurcated as the Debtor will pay the principal together with interest from the confirmation date and at the same time, will pay the accrued Interest and Costs of Collection in full, but said sums will not bear interest. This class is impaired. The Class 2 Claimant is the City of Waltham for sums due consisting of all outstanding real estate taxes, water & sewer claims and excise taxes which as of the Petition Date was outstanding in the sum of $55,667. The Class 2 Claimant will be paid in full with statutory interest of 14% commencing on the Effective date over 11 monthly installments of $5,710 if not previously satisfied, there being no prepayment penalty. This class is impaired. Class 4 consists of all Unsecured Claims with claims of $368,841. Each Holder of an Allowed Class 4 Claim will receive payment in an amount equal to up to 100% which sums will be paid over a period of six years six annual installments. This class is impaired. Class 5: Claims of Insiders with an asserted claims in the sum of $4,021,266. The Class 5 claimants will receive nothing under the Plan and the claims shall be cancelled upon Confirmation. This class is impaired. The Debtor will pay the claims from its operations post-confirmation. The Debtor expects to have sufficient cash on hand to make the payments required on the Confirmation Date. A full-text copy of the Combined Disclosure Statement and Plan dated Feb. 17, 2020, is available at https://tinyurl.com/vzfshdk from PacerMonitor.com at no charge. Counsel for Debtor: Nina M. Parker, Esq. Parker & Lipton Parker & Associates LLC 10 Converse Place, Suite 201 Winchester, MA 01890 Fax: 781-729-0187 E-mail: nparker@parkerlipton.com About Protec Instrument Corp. Protec Instrument Corporation manufactures analytical instruments. Protec RE Holdings owns a property located at 38-40 Edge Hill Road, Waltham, Massachusetts having an appraised value of $2.17 million. Protec Instrument Corp. and Protec RE Holdings sought Chapter 11 protection (Bankr. D. Mass. Lead Case No. 19-12164) on June 25, 2019. As of the Petition Date, Protec Instrument disclosed assets of $3,472,694 and liabilities of $2,725,521; and Protec RE disclosed assets of $2,170,000 and liabilities of $2,458,971. The Hon. Christopher J. Panos is the case judge. Parker & Associates is the Debtors' counsel. QMAXX PRODUCTS: Involuntary Chapter 11 Case Summary --------------------------------------------------- Alleged Debtor: QMAXX Products Group, LLC 1781 Larkin Williams Rd. Fenton, MO 63062 Business Description: QMAXX Products Group -- https://www.qmaxxproducts.com -- offers lubricantss for long-term protection against rust and corrosion. Involuntary Chapter 11 Petition Date: February 27, 2020 Court: United States Bankruptcy Court Eastern District of Missouri Case Number: 20-41063 Petitioners' Counsel: Daniel D. Doyle, Esq. LASHLY & BAER, P.C. 714 Locust St. St. Louis, MO 63101 Tel: (314) 436-8373 E-mail: ddoyle@lashlybaer.com Alleged creditors who signed the involuntary petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ James L. Bannes Salary & Expenses $6,527 1009 Mallow Drive Ellisville, MO 63011 Stacey L. Brown Salary & Expenses $78,000 1515 Redwood Drive St. Clair, MO 63077 Max McCreery Expenses $3,256 13009 Dieterle Ln St. Louis, MO 63127 A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://is.gd/KDjbpk RANCHO CIELO: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Rancho Cielo Estates, LTD 15721 S. Western Avenue Suite 200 Gardena, CA 90247 Business Description: Rancho Cielo Estates, a real estate developer, owns various parcels in San Diego, California, having an aggregate current value of $1.89 million. Chapter 11 Petition Date: February 29, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-12306 Judge: Hon. Sheri Bluebond Debtor's Counsel: Jeffrey S Shinbrot, Esq. JEFFREY S. SHINBROT, APLC 15260 Ventura Blvd., Suite 1200 Sherman Oaks, CA 91403 Tel: 310-659-5444 E-mail: jeffrey@shinbrotfirm.com Total Assets: $3,207,977 Total Liabilities: $142,576,987 The petition was signed by Peter Fagrell, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/YovpQO RENNOVA HEALTH: Christopher Diamantis Quits as Director ------------------------------------------------------- Christopher E. Diamantis has resigned as a director of Rennova Health, Inc. In submitting his resignation, Mr. Diamantis did not express any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Diamantis had served as a director since Nov. 2, 2015 and previously served as a director of Medytox Solutions, Inc., a predecessor of the Company, from April 24, 2013 to Nov. 5, 2015. As a result of previously-announced payments Mr. Diamantis had made on behalf of the Company as well as additional advances, the Company owed Mr. Diamantis approximately $20.8 million as of Dec. 31, 2019. The Company and Mr. Diamantis are currently negotiating the cancellation of such indebtedness in exchange for shares of a to be authorized class of preferred stock that would provide Mr. Diamantis with more than 50% of the voting power of the Company's capital stock. Although no assurance can be given that such an agreement will be entered into, the Board of Directors of the Company believes it would be in the best interests of the Company and its stockholders and has authorized the exchange, subject to final documentation. Since Dec. 31, 2019, Mr. Diamantis has made further advances to the Company aggregating approximately $1.5 million. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates three rural hospitals in Tennessee and provides diagnostics and supportive software solutions to healthcare providers. Rennova Health reported a net loss to common shareholders of $245.9 million for the year ended Dec. 31, 2018, compared to a net loss to common shareholders of $108.53 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $16.57 million in total assets, $76.46 million in total liabilities, $5.83 million in redeemable preferred stock - Series I-1, $1.94 million in redeemable preferred stock - Series I-2, and a total stockholders' deficit of $67.66 million. Haynie & Company, in Salt Lake City, Utah, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Oct. 18, 2019, on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has significant net losses, cash flow deficiencies, negative working capital and an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. REVA MEDICAL: Seeks Plan & Disclosures Approval ----------------------------------------------- REVA Medical, Inc., submitted a memorandum of law in support of approval of Disclosure Statement for the Prepackaged Chapter 11 Plan of REVA Medical, Inc., approval of solicitation procedures on a final basis and confirmation of the Prepackaged Chapter 11 Plan of REVA Medical, Inc. pursuant to section 1129 of the Bankruptcy Code. The Debtor's reorganization has been a consensual process every step of the way. Following months of good faith, arm's-length negotiations with key stakeholders, the Debtor entered into a restructuring support agreement with Goldman Sachs International and certain of its affiliates, Senrigan Master Fund, and certain affiliates of Elliott Management Corporation, pursuant to which the Debtor would implement the transactions set forth in the Plan. The agreement embodied in the RSA allowed the Debtor to propose the Plan and commence solicitation prior to the Petition Date. Through the Plan, the Debtor will emerge significantly delivered, recapitalized through two exit financing facilities, and positioned for long-term growth that will allow the Debtor to provide leading bioresorbable polymer technologies. Significantly, the Plan received overwhelming support from holders of Claims entitled to vote to accept or reject the Plan solicited before this case was filed, with all creditors entitled to vote voting to accept the Plan. The Plan satisfies the requirements for confirmation set forth in Section 1129 of the Bankruptcy Code. Accordingly, the Disclosure Statement and the Solicitation Procedures should be approved and the Plan should be confirmed. The Disclosure Statement contains the necessary information for holders of Claims entitled to vote to make an informed decision about whether to vote to accept or reject the Plan, including, among other things, information on the Debtor's business operations and capital structure, an overview of certain events proceeding and leading to the commencement of the Debtor's bankruptcy case, an overview of the RSA and negotiations leading to the entry of the RSA, a summary of the classification and treatment of all classes of creditors and equity interests, financial information and projections, a valuation analysis, a liquidation analysis, a provision governing distributions under the Plan, the means for implementation of the Plan, the risk factors affecting the Plan, and a summary of the Bankruptcy Code and other requirements for confirmation of the Plan. Accordingly, based on the foregoing and the lack of any objection to the Disclosure Statement, the Debtor submits that the Disclosure Statement satisfies the requirements of Section 1125 of the Bankruptcy Code. A full-text copy of the Memorandum of Law dated Feb. 17, 2020, is available at https://tinyurl.com/svfd9rj from PacerMonitor.com at no charge. Proposed Counsel to the Debtor: Stuart M. Brown (DE 4050) 1201 North Market Street, Suite 2100 Wilmington, Delaware 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 Email: stuart.brown@us.dlapiper.com -and- Thomas A. Califano (admitted pro hac vice) Jamila Justine Willis (admitted pro hac vice) 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 335-4500 Facsimile: (212) 335-4501 Email: thomas.califano@us.dlapiper.com jamila.willis@us.dlapiper.com 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). RHETT RANCE: Perkins Coie Represents Alpine Investors, 2 Others --------------------------------------------------------------- In the Chapter 11 cases of Rhett Rance Smith, the law firm of Perkins Coie LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the following creditors: Alpine Investors IV SBIC, L.P. 3 Embarcadero Center, Suite 2330 San Francisco, CA 94111 Alpine Investors IV L.P. 3 Embarcadero Center, Suite 2330 San Francisco, CA 94111 Beneco Systems, LLC 9089 East Bahia Drive, Suite 100 Scottsdale, AZ 85260 Benarb, LLC 3800 North Central Avenue, Suite 460 Phoenix, AZ 85012 The Alpine/Beneco Creditors are co-plaintiffs in prepetition litigation against the Debtor and currently hold an unsecured prepetition claim based on an arbitration award. The arbitration award is for $23,148,388, plus post-judgment interest. The Alpine/Beneco Creditors have retained Perkins Coie to represent them with respect to their interests in connection with the above-captioned case. Perkins Coie has advised the Alpine/Beneco Creditors about the implications of joint representation and the advantages and risks involved, and Perkins Coie has obtained the informed consent of the Alpine/Beneco Creditors to Perkins Coie's joint representation. Counsel to Alpine/Beneco Creditors can be reached at: PERKINS COIE LLP Bradley A. Cosman, Esq. Hal Michael Clyde, Esq. Rebecca K. Setlow, Esq. 2901 N. Central Ave., Ste. 2000 Phoenix, AZ 85012-2788 Tel: 602-351-8000 E-mail: BCosman@perkinscoie.com MClyde@perkinscoie.com RSetlow@perkinscoie.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/0Jyfsf About Rhett Rance Smith The Chapter 11 case is In re Rhett Rance Smith (Banks. D. Ariz. Case No. 2:20-bk-01307-MCW). RODRIGUEZ CANO: Disclosure Statement Conditionally Approved ----------------------------------------------------------- Judge S. Karen Jennemann has ordered that the Disclosure Statement filed by Rodriguez Cano, Inc., d/b/a Aloma Kids Academy, is conditionally approved. An evidentiary hearing will be held on March 23, 2020 , at 1:00 p.m. in Courtroom 6A, 6th Floor, George C. Young Courthouse, 400 West Washington Street, Orlando, FL 32801 to consider and rule on the disclosure statement and any objections or modifications and, if the Court determines that the disclosure statement contains adequate information within the meaning of 11 U.S.C. Sec. 1125, to conduct a Plan confirmation hearing. Creditors and other parties in interest shall file with the clerk their written acceptances or rejections of the plan (ballots) no later than seven days before the date of the Confirmation Hearing. Any party desiring to object to the Disclosure Statement or to confirmation of the Plan will file its objection no later than seven days before the date of the Confirmation Hearing. In accordance with Local Bankruptcy Rule 3018−1, the debtor shall file a ballot tabulation no later than four days before the date of the Confirmation Hearing. About Rodriguez Cano Rodriguez Cano, Inc., d/b/a Aloma Kids Academy, is a provider of child day care services. It filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-05890) on Sept. 9, 2019, in Orlando, Fla. In the petition signed by Margarita Rodriguez, president, the Debtor was estimated to have assets of $500,000 to $1 million and liabilities at $1 million to $10 million. BartoloneE Law, PLLC, represents the Debtor. RUBY PIPELINE: S&P Cuts ICR to BB on Increased Recontracting Risk ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating and senior unsecured debt rating on Ruby Pipeline LLC to 'BB' from 'BBB-'. At the same time, S&P placed the ratings on CreditWatch with negative implications. S&P assigned a '3' recovery rating to Ruby's senior unsecured notes, which suggests meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. "The downgrade follows our revised assessment of Ruby's contract profile given our view of the recontracting process and its impact on both the business and financial risk profiles. About 65% of Ruby's firm take-or-pay contracts are set to expire by mid-2021, and we expect significantly lower renewal rates and shorter contracts based on current market conditions. Therefore, we believe that business risk has increased. Furthermore, many of the contracts pay above-market rates and are unlikely to be renewed at the same rates. This will likely result in additional cash flow deterioration and put pressure on credit metrics, increasing financial leverage," S&P said. "The CreditWatch negative placement reflects our view that liquidity will come under pressure due to refinancing risk over the next two years and a weighted-average maturity of less than two years would lead us to lower the rating by one notch. We expect to resolve the CreditWatch over the next 90 days," the rating agency said. SABRE CORP: S&P Puts 'BB' Issuer Credit Rating on Watch Negative ---------------------------------------------------------------- S&P Global Ratings placed its ratings on U.S.-based travel technology solutions company Sabre Corp., including its 'BB' issuer credit rating, on CreditWatch with negative implications. The CreditWatch placement follows Sabre's announcement that it intends to spend an incremental $150 million on technology initiatives in 2020 and that the global health crisis related to the coronavirus will hurt EBITDA by $50 million to $80 million in the first quarter of 2020. The CreditWatch placement reflects S&P's view that these factors will cause net leverage to rise well above its leverage threshold for a downgrade of 4x in 2020. At this time, S&P is in the process of evaluating its forecast for Sabre's leverage beyond 2020, which includes its view of the base business' operating performance, the affect on bookings and profitability from the coronavirus beyond the first quarter of 2020, and the company's level of technology spending beyond 2020." S&P intends to resolve the CreditWatch placement once it evaluates its leverage forecast for Sabre in 2020 and 2021 by incorporating the planned increase in technology spending and updating the rating agency's operating performance expectations to include the negative impact of the coronavirus. S&P also plans to meet with the company's management to discuss their financial policy before coming to a resolution, which the rating agency expects will occur over the next two weeks. "We could lower the rating by one notch to 'BB-' if we believe that net leverage will remain above our 4x leverage threshold through 2021. This would likely occur if we expect Sabre to maintain elevated technology spending with no incremental near-term EBITDA generation. Additionally, we could lower the rating if we expect fears of a pandemic would significantly reduce travel bookings for a prolonged period. Though unlikely, we could lower the rating by two notches to 'B+' if we expect leverage will sustainably remain above 4.5x," S&P said. "We could affirm the 'BB' rating if we believe there is a clear path for leverage to return to 4x or lower in 2021," the rating agency said. SANAM CONYERS: To Seek Approval of Amended Plan March 26 -------------------------------------------------------- Judge Wendy L. Hagenau the Disclosure Statement filed by Sanam Conyers Lodging, LLC, et. al., the debtor in this case, is conditionally approved. March 20, 2020 is fixed as the last day for filing written acceptances or rejections of the Amended Plan. The attorney for the Debtor will transmit a copy of the Conditional Order, the Amended Plan, the Amended Disclosure Statement, and a ballot by mail to creditors. March 26, 2020 is fixed for the hearing on final approval of the conditionally approved Amended Disclosure Statement and for confirmation of the Amended Plan. The hearing will be held at 1:30 p.m. in Courtroom 1403, United States Courthouse, 75 Ted Turner Dr., SW, Atlanta, Georgia, before the undersigned . The Court, having scheduled the Final Hearing on Approval of Debtor's Disclosure Statement and Confirmation of Debtor's Plan for March 26, 2020, extends the 45-day time-frame to confirm the Debtor's proposed Plan under 11 U.S.C. Sec. 1129(e) through and including the date now fixed for confirmation or any subsequent date to which the hearing is continued. March 20, 2020 is fixed as the last day for filing and serving written objections to the conditionally approved Amended Disclosure Statement and confirmation of the Amended Plan. This First Amended Plan of Reorganization under Chapter 11 of the Bankruptcy Code is filed pursuant to Sections 1121 through 1124 of the Bankruptcy Code. It supersedes and replaces the Plan of Reorganization previously filed in the case. The Plan proposes to pay creditors of Aum Shri Ganeshay Namaha, LLC, d/b/a Baymont Inn Covington, in the manner and amounts set forth. The Debtor has entered into an agreement with Dukk, LLC whereby Dukk, LLC is to purchase Debtor's hotel located at 10111 Alcovy Rd. in Covington, GA 30014 and conducting business as Baymont Inn Covington. Dukk, LLC has offered to pay $2,400,000 for the Hotel, and then lease the Hotel back to the reorganized Debtor for a period of five years and grant the reorganized Debtor an option to repurchase the Hotel during the five-year lease term. Dukk, LLC is owned by Dhansukh Patel, who is the brother of Sunita Patel's husband. Dukk, LLC is an insider as defined under Section 101(31). The agreement with Dukk, LLC is proposed as a Stalking Horse Bid. The Plan provides for the payment of administrative claims incurred in the Case, priority tax claims, and general unsecured claims. Allowed administrative claims will be paid on the later of the Effective Date1 or within 30 days from the date that an administrative claim is allowed. Priority Tax Claims will be paid in full on the Effective Date. Allowed general unsecured claims will be paid the full amount of their allowed claim within ninety days after the Effective Date. Allowed general unsecured claims less than $1,000 in Class D (Convenience Class will be paid in full on the effective date. Claimants having claims in excess of $1,000 may opt in to this class and be paid $1,000 in full satisfaction of their allowed claims. Class D Claimants are impaired and may vote on the Plan. Allowed claims of general unsecured claimants in Class E will be paid 25% of their allowed claims over a period not to exceed 60 months after the Effective Date. Distributions will be made quarterly from a distribution pool of not less than $6,000. Distributions to Class E claimants will commence 90 days after the Effective Date and will continue every calendar quarter until such time as each claimant has received payment of 25% of their allowed claims. Class E claimants are impaired and may vote on the Plan. The balance remaining from the proceeds from the sale of the Hotel of approximately $200,000 will be applied for the initial funding of the Plan and is an amount adequate to pay all priority tax claims and all administrative claims in the case. The Plan will pay unsecured creditors from profits generated by the operation of the Hotel by the Reorganized Debtor. The Reorganized Debtor will pay unsecured creditors from a fund of $2,000 per month, to be distributed quarterly. A full-text copy of the Disclosure Statement dated Feb. 19, 2020, is available at https://tinyurl.com/qnnlnbf from PacerMonitor.com at no charge. Attorneys for Debtor: Danowitz Legal, PC 300 Galleria Parkway, Suite 960 Atlanta, GA 30339 770-933-0960 About Sanam Conyers Lodging Sanam Conyers Lodging owns the hotel located at 10111 Alcovy Rd. in Covington, GA 30014 and conducting business as Baymont Inn Covington. Sanam Conyers Lodging, LLC, and affiliates sought Chapter 11 protection (Bankr. N.D. Ga. Lead Case No. 19-54798) on March 26, 2019. Danowitz Legal, PC, is the Debtors' counsel. Judge Wendy L. Hagenau oversees the case. SARAH AIR: Trustee Selling Aircraft to Wright for $345K ------------------------------------------------------- Kelly Hagan, Chapter 11 trustee for Sarah Air, LLC, asks the U.S. Bankruptcy Court for the Western District of Michigan to authorize the sale of a Cessna model T206H, bearing manufacturer's serial number T20608 144, and FAA Registration Number N488BJ, with Lycoming model T10540—AJ1A engine with serial number L-10383-61A and with Hartzell propeller model HC-F3YR-1RFserial number DB-233B, amphibious floats with serial numbers 34157 and 34158, landing wheelgear, amphibious tow bar, bumpers, ropes, rear seat and all other parts, logbooks and manuals related to the airframe and the engine and which are owned by the Debtor and in the Debtor's possession or control, to Brian Wright for $345,000. Among the assets of the estate is the Aircraft. The Trustee asks approval to sell it free and clear of all liens, interests and encumbrances with liens and encumbrances attaching to the proceeds of the sale. The Aircraft is encumbered by a security interest granted to KeyBank National Association dated July 19, 2019 securing obligations in excess of $100 million. The Security Agreement is in dispute and is subject to an adversary proceeding being prosecuted by the Trustee, being Adversary Proceeding 19-80119-swd. The Adversary Proceeding asserts that the Security Agreement should be voided on various grounds. The Granting of the Security Agreement was done within the 90 days of the Petition Date to secure obligations of separate entities referred to as the Interlogic Borrowers. The Trustee does not believe that the Aircraft is encumbered by any other obligation except the obligation, if any, owed to KeyBank. KeyBank consents to the sale set forth in the Motion. In addition, the Security Agreement is in a bona fide dispute as set forth in the Adversary. Any transfer taxes or other taxes or fees imposed upon the sale of the Aircraft will be paid from the sale proceeds. The Trustee has hired Goshen Air Center to assist in the sale of the Aircraft. The Broker has been very active in obtaining offers for the Trustee on the Aircraft and was instrumental in bringing the accepted offer to the Trustee. The Trustee has accepted an offer for the Aircraft in the amount of $345,000 pursuant to the Aircraft Purchase Agreement. If necessary to effectuate a sale, the Trustee, with the consent of the Buyer, reserves the right to extend the acceptance date and Closing Date beyond the contract terms or to substitute a different Buyer on substantially the same terms but at a price no less than the Purchase Price. The Trustee has reviewed sales comparisons for similar Aircraft as well as appraisals of the aircraft and believes that the purchase price for the Aircraft is fair and reasonable. The Trustee asks approval for the payment of ordinary closing costs including fees and taxes imposed upon the sale of the Aircraft, and customary fees charged by Insured Aircraft Title Service, LLC who acts as escrow agent in the transfer of the Aircraft to the Buyer. All valid liens, interests and encumbrances attaching to the Aircraft will attach to the net proceeds from the sale of the Aircraft. The transfer of the Aircraft will be "as is, where is" and free and clear of all liens, interests and encumbrances. The sale is subject to bankruptcy court approval and any better offers submitted to the Trustee up until the deadline to object to the sale. Better offers may be submitted to Kevin M. Smith, attorney for the bankruptcy estate by mail or email at ksmith@bbssplc.com. In the event that there are competing bidders, the Trustee will establish bidding procedures to obtain the highest purchase price. The Trustee also asks the approval of the Broker's commission at 2.5% of the gross sales price, to be paid at closing. After the payment of all undisputed liens, closing costs, fees and taxes, Broker's Commission and the like, the sale proceeds will be held by the Trustee subject to a determination of the validity and extent of the attachment of the Security Agreement to the Aircraft and its proceeds. A copy of the Contract is available at https://tinyurl.com/qp3fwnz from PacerMonitor.com free of charge. About Sarah Air Sarah Air, LLC, an air conditioning contractor in Pinellas Park, Fla., sought Chapter 11 protection (Bankr. W.D. Mich. Case No. 19-04268) on Oct. 8, 2019, listing under $1 million in both assets and liabilities. The case is jointly administered with six other affiliates under Najeeb Ahmed Khan (Bankr. W.D. Mich. Lead Case No. 19-04258.) The Debtor tapped Robert F. Wardrop, II, Esq., at Wardrop & Wardrop. P.C., as counsel. Kelly M. Hagan was appointed as Chapter 11 trustee for the Debtor. The Trustee is represented by Kevin M. Smith, Esq., at Beadle Smith, PLC. SARAH ZONE: Seeks Access to Cash Collateral Thru July 12 -------------------------------------------------------- Sarah Zone, Inc., asks the Bankruptcy Court to authorize use of cash collateral through and including July 12, 2020 to pay all expenses as set forth in the budget, as well as all quarterly fees owing to the Office of the U.S. Trustee and all expenses payable to the Clerk of the Bankruptcy Court. As of the Petition Date, the Debtor owes Open Bank approximately $1,600,000 under a first loan, secured by assets owned by the Debtor's affiliates who were named as borrowers under the first Loan. The Debtor also owes the bank approximately $1,500,000 under a second loan, secured by the building owned by S&Y who was a guarantor of the second loan. In addition, the Debtor also obtained prepetition loans from: * its founder and president, Tae Hyun Yoo and his wife, Susan Yoo, for $350,000, and * an individual named Chong Taek Lee, for $10,000, which loan is secured by substantially all of the Debtor's assets. The Debtor believes that Chong Taek Lee, Tae Hyun Yoo and Susan Yoo are currently the only parties that have a perfected security interest in the Debtor's cash. As adequate protection, the Debtor proposes to grant Lee and the Yoos a valid, enforceable, non-avoidable and fully perfected replacement liens on, and security interests in, the Debtor's post-petition assets to the extent of any diminution in value of said secured parties' interests in the Debtor's pre-petition collateral to the same extent, validity, scope and priority of their respective pre-petition liens. A copy of the motion is available at https://is.gd/MWiIBF from PacerMonitor.com free of charge. Hearing on the motion is scheduled on March 4, 2020 at 9 a.m. About Sarah Zone Sarah Zone, Inc., is a merchant wholesaler of apparel, piece goods, and notions. The company filed its Articles of Incorporation in California on Oct. 5, 2004, according to public records filed with California Secretary of State. Sarah Zone sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-20836) on Sept. 17, 2018. In the petition signed by Tae Hyun Yoo, president, the Debtor disclosed $3,833,130 in assets and $7,301,855 in liabilities. Judge Sandra R. Klein oversees the case. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP, as its legal counsel. SAUK PRAIRIE: Moody's Alters Outlook on $38MM 2013A Bonds to Pos. ----------------------------------------------------------------- Moody's Investors Service affirmed Sauk Prairie Healthcare, Inc., WI's B1 rating. This action affects $38 million of Series 2013A fixed rate bonds issued by the Wisconsin Health and Educational Facilities Authority. The outlook has been revised to positive from stable. RATINGS RATIONALE Affirmation of the B1 reflects challenges associated with relatively high leverage and restrictive financial covenants, although Moody's expects adequate headroom to financial covenants will be maintained. Margins will be upheld at current levels and will benefit from the conversion of several clinics to rural health designation, low Medicaid and a largely commercial payer environment, a social consideration. Volume trends and revenue growth will be aided by the ongoing development of key service lines and clinical affiliations with tertiary providers in the surrounding area. However, competitive risks are elevated given the hospital's small size and close proximity to the competitive Madison market. Capital expenditures will remain modest and should aid in support of good liquidity metrics. Favorably, pension and operating lease liabilities are limited. RATING OUTLOOK The positive outlook incorporates its view that SPH will sustain current levels of operating performance and liquidity metrics. This will support improved leverage metrics and provide greater assurance that SPH will maintain improved covenant headroom. FACTORS THAT COULD LEAD TO AN UPGRADE - Sustained improvement in headroom to bond covenants and maintenance of current levels of operating performance - Further deleveraging of balance sheet - Continued growth of cash reserves FACTORS THAT COULD LEAD TO A DOWNGRADE - Reduced covenant headroom or covenant breach - Weakened operating performance, liquidity or debt metrics - Change in market dynamics that challenges volumes and revenue growth LEGAL SECURITY The Series 2013A bonds are secured by a joint and several security interest in Pledged Revenues of the Obligated Group and a mortgage on SPH. Sauk Prairie Memorial Hospital, Inc. is the only member of the Obligated Group. A debt service reserve fund (DSRF) is in place. PROFILE SPH is a 36 staffed bed, 1,988 admission hospital located in the Village of Prairie du Sac, WI. Prairie du Sac is located approximately 27 miles northwest of downtown Madison. While SPH competes with the three health systems based in Madison, the hospital also maintains referral partnerships with all three Madison providers and contracts with each of their respective provider-owned health plans. SCIENCE APPLICATIONS: S&P Rates New $600MM Term Loan 'BB+' ---------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '4' recovery rating to Science Applications International Corp.'s (SAIC) proposed $600 million incremental term loan B due 2027. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 45%) recovery. At the same time, S&P revised its recovery rating on the company's secured credit facility, which comprises a $400 million revolver due 2023, a $1.068 billion term loan A ($918 million outstanding as of Nov. 1, 2019) due 2023, a $1.05 billion term loan B ($1.039 billion outstanding) due 2025, and the new $600 million incremental term loan B, to '4' from '3'. The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 45%) recovery. In addition, S&P assigned its 'BB-' issue-level rating and '6' recovery rating to SAIC's proposed $400 million unsecured notes due 2028. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery. The company plans to use the proceeds from the new debt, along with cash on hand, to fund its recently announced $1.2 billion acquisition of Unisys Federal. S&P's issuer credit rating on SAIC is unchanged and reflects the company's increased leverage for the acquisition combined with its increased capabilities in high-growth areas, such as cloud migration and information technology (IT) modernization. The rating agency expects the company to reduce its debt to EBITDA to the 2.8x-3.2x range over the next 12-24 months while maintaining funds from operations (FFO) to debt of between 24% and 26% after using its strong free cash flow for debt repayment. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Pro forma for the acquisition, the company's proposed capital structure comprises a $400 million revolver due 2023, a $1.068 billion term loan A ($918 million outstanding as of Nov. 1, 2019) due 2023, a $1.05 billion term loan B ($1.039 billion outstanding) due 2025, a new $600 million incremental term loan B due 2027, and $400 million of new unsecured debt. -- The company also set up a $200 million accounts receivable (AR) facility. S&P assumes the facility is fully drawn and treat it as a priority claim. -- S&P has valued the company on a going-concern basis using a 5.0x multiple of the rating agency's projected emergence EBITDA. Other key assumptions at default include LIBOR of 2.5% and the revolver is 85% drawn. Simulated default assumptions -- Default year: 2025 -- EBITDA at emergence: $301 million -- Multiple: 5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $1.43 billion -- Valuation split (obligors/nonobligors): 100%/0% -- Value available for secured claims: $1.23 billion -- Secured debt claims: $2.62 billion -- Recovery expectations: 30%-50% (rounded estimate: 45%) -- Value available for unsecured claims: $0 -- Unsecured debt claims: $1.8 billion -- Recovery expectations: 0%-10% (rounded estimate: 0%) Ratings List Science Applications International Corporation Issuer Credit Rating BB+/Negative/-- BB+/Negative/-- New Rating Science Applications International Corporation Senior Secured US$600 mil term B bank ln due 2027 BB+ Recovery Rating 4(45%) Senior Unsecured US$400 mil nts due 2028 BB- Recovery Rating 6(0%) Issue-Level Rating Unchanged; Recovery Rating Revised To From Science Applications International Corporation Senior Secured BB+ Recovery Rating 4(45%) 3(50%) SHAPPHIRE RESOURCES: Disclosure Statement Hearing Reset to April 29 ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, held a hearing to consider the Stipulation to Continue Chapter 11 Status Conference, continue hearing to consider adequacy Of Disclosure Statement, extend deadline for Debtor Shapphire Resources, LLC to file Amended Disclosure Statement and Amended Plan of Reorganization. On February 13, 2020, Judge Robert Kwan ordered that: * The Stipulation is approved. * The chapter 11 Status Conference and the hearing to consider the adequacy of the disclosure statement is continued from March 25, 2020, at 11:00 a.m., to April 29, 2020, at 11:00 a.m., in courtroom 1675 of the United States Bankruptcy Court for the Central District of California [Los Angeles Division], located at 255 East Temple Street, Los Angeles, California 90012. * The deadline for Shapphire Resources, LLC, to file and serve its amended disclosure statement and amended chapter 11 plan is extended from Feb. 12, 2020, to March 11, 2020. A full-text copy of the order dated Feb. 13, 2020, is available at https://tinyurl.com/yx85n45w from PacerMonitor at no charge. The Debtor is represented by: Raymond H. Aver LAW OFFICES OF RAYMOND H. AVER A Professional Corporation 10801 National Boulevard, Suite 100 Los Angeles, California 90064 Telephone: (310) 571-3511 E-mail: ray@averlaw.com About Shapphire Resources Shapphire Resources, LLC's principal assets are located at 2770 Cold Plains Drive Hacienda Heights, CA 91745. Shapphire Resources previously filed for bankruptcy protection (Bankr. C.D. Cal. Case No. 10-57493) on Nov. 4, 2010. Shapphire Resources filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 17-15033) on April 24, 2017. In the petition signed by Susan Tubianosa, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Neil W. Bason oversees the case. The Law Offices of Raymond H. Aver, a professional corporation, represents the Debtor. SOUTHERN ILLINOIS FAMILY: March 31 Disclosure Hearing Set --------------------------------------------------------- On Feb. 12, 2020, debtor Southern Illinois Family Fun Center, Inc., a/k/a SI Bowl, filed with the U.S. Bankruptcy Court for the Southern District of Illinois an Amended Disclosure Statement and Plan. March 31, 2020, at 9:00 a.m. in the U.S. Bankruptcy Court, Melvin Price US Courthouse, 750 Missouri Ave, East St Louis, IL 62201, is the hearing to consider approval of the Disclosure Statement. March 19, 2020, is s fixed for filing and serving written objections to the disclosure statement. A full-text copy of the notice dated February 13, 2020, is available at https://tinyurl.com/wx5aemr from PacerMonitor at no charge. About Southern Illinois Family Fun Center Southern Illinois Family Fun Center, Inc., owns and operates a bowling alley in Carterville, Illinois with regular bowling, duckpin bowling, arcade, snack bar, and a lounge. Southern Illinois Family Fun Center, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No.19-40241) on March 28, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $100,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Laura K. Grandy. Steven M. Wallace, Esq., at Heplerbroom, LLC, is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. SPIRIT AEROSYSTEMS: S&P Affirms 'BB' ICR, Outlook Negative ---------------------------------------------------------- S&P Global Ratings affirmed its 'BB' issuer rating on aerostructures manufacturer Spirit AeroSystems Inc. and removed all ratings from CreditWatch, where they were placed with negative implications on Dec. 23, 2019. S&P raised its issue rating on the company's notes due 2026 to 'BBB-' from 'BB' and revised the recovery rating to '1' from '3' as the notes are now secured. It also affirmed its 'BB' issue rating on the company's other unsecured notes. The '3' recovery rating is unchanged. The agreement with Boeing provides for advance payments that will reduce cash outflows in the first half of 2020, but result in lower cash flows over the next two years. Boeing has agreed to pay Spirit AeroSystems $225 million in first-quarter 2020, comprising $70 million to support suppliers, only $10 million of which has to be repaid, and $155 million of prepayments for deliveries over the next two years. The prepayment will be recovered through lower cash receipts as Spirit AeroSystems delivers 737 MAX components over the next two years, reducing future cash flow. The agreement also extends the repayment date of $123 million in advances it received last year to 2022 from 2020. S&P now expects free cash flow to be a use of $300 million-$400 million in 2020, with almost all of the outflow in the first quarter of the year. S&P believes free cash flow will improve to a positive $150 million-$200 million in 2021 as MAX production increases. Covenant relief and a short-term, delayed-draw term loan will bolster liquidity. Spirit AeroSystems has amended its credit facility to loosen covenants through first-quarter 2021, although the facility is now secured and pricing is higher. However, covenant headroom may tighten if production does not increase as S&P expects or the company cannot reduce costs to match a lower production rate. The company has also entered into a $375 million delayed-draw term loan that it can access through Aug. 15, 2020, but it matures at the earlier of Sept. 15, 2020, or 45 days after the MAX receives certification by the Federal Aviation Administration (FAA). Spirit AeroSystems also recently announced that it is cutting its dividend to $0.01 a share from $0.12, which should save about $48 million a year. The negative outlook reflects that although the Boeing advances and covenant relief from lenders will reduce near-term cash outflows and improve liquidity, when the MAX resumes production and at what rate is still uncertain. "We could lower the rating in the next six to 12 months if we believe FFO to debt will not increase above 20% in 2021 or liquidity becomes constrained. This could occur if certification of the MAX is delayed further, production is at a lower rate than we currently expect, the company cannot reduce costs sufficiently during the period of lower production or encounters problems restarting production, or cash outflows are significantly higher than we forecast in 2020," S&P said. "We could revise the outlook back to stable if we believe FFO to debt will increase above 20% in 2021 and will likely improve further. This could occur if MAX production resumes successfully in the timeframe and at the rate that we expect and the costs and cash outflow during the period of lower production are not significantly higher than we have forecast," the rating agency said. STAK DESIGN: Has Final Approval to Use Cash Collateral ------------------------------------------------------ Judge Stacey G.C. Jernigan authorized STAK Design, Inc., to use cash collateral from the period beginning with the Petition Date and ending on the termination date, which is the earliest to occur of: (a) the date of consummation of a sale or other disposition of all or substantially all of STAK’s assets pursuant to section 363 of the Bankruptcy Code, whether done by one or a series of transactions; or (b) the entry of an order: * dismissing the Chapter 11 case; * converting the Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code; * invalidating, subordinating, or otherwise sustaining any challenge to the adequate protection lien granted to Valliance Bank. The Court ruled that Valliance Bank is granted a valid, perfected, dollar-for-dollar replacement lien in all property of the Debtor's estate, except for causes of action, including claims or causes of action arising under Chapter 5 of the Bankruptcy Code. The adequate protection lien will be subject and subordinate only to (a) unpaid fees and expenses of the United States Trustee pursuant to Section 1930(a)(6) of title 28 of the U.S. Code, or the Clerk of the Court, and (b) unpaid professional fees and expenses payable to any legal or financial advisors retained by the Debtor pursuant to Sections 327, 328, 363 or 1103 of the Bankruptcy Code, as applicable. The Court further ruled that the prepetition tax liens currently being held by Dallas County and Tarrant County or which will arise during the course of the Debtor's Chapter 11 case pursuant to applicable non-bankruptcy law will neither be primed by nor subordinated to any liens granted thereby pursuant to this final order, notwithstanding any provisions of the interim order or any order pertaining to post-petition financing, use of cash collateral, the sale of the Debtor's assets, or any agreements validated by any of the said orders. A copy of the final order is available for free at https://is.gd/zPk04d from PacerMonitor.com. About STAK Design STAK Design, Inc. -- http://www.stakdesign.com/-- is a custom design, engineering, and manufacturing firm. The Company works directly with architects, designers, developers, and general contractors for custom millwork, retail displays, kiosks, RMUs, specialty environments, and custom tradeshow exhibits. The Debtor filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 20-30424) on Feb. 4, 2020. In the petition signed by Stanley Zalenski, president, the Debtor was estimated to have between $500,000 and $1 million in assets and $1 million and $10 million in liabilities. Judge Harlin Dewayne Hale is assigned to the case. Mcguire, Craddock & Strother, P.C., represents the Debtor. TENNECO INC: S&P Downgrades ICR to 'B+'; Outlook Stable ------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Tenneco Inc. to 'B+' from 'BB'. The outlook is stable. In addition, S&P lowered the issue-level rating on the company's secured debt to 'B+' from 'BB' and lowering the issue-level rating on its senior unsecured notes to 'B' from 'BB-'. "The downgrade reflects our belief that Tenneco Inc. is facing a number of headwinds. These challenges include falling vehicle production, uncertainty regarding the potential global impact from the coronavirus outbreak, unfavorable product mix, and need to bring down debt leverage. Consequently, S&P is projecting significantly lower-than-anticipated credit metrics, when compared to our prior expectations, over the next couple of years, particularly free operating cash flow to debt. The stable outlook reflects our view that the company's debt to EBITDA, as measured by S&P, will remain below 5.0x and free operating cash flow will stay positive over the next 12 months," S&P said. The stable outlook reflects S&P's view that the company's debt to EBITDA, as measured by the company, will remain below 5.0x and free operating cash flow will stay positive over the next 12 months. "We could lower our rating on Tenneco if, for example, global vehicle demand began to drop faster than expected or the company failed to expand EBITDA margins, thereby causing the company's free operating cash flow (FOCF) to debt to fall close to zero or below or debt to EBITDA, as measured by S&P, to exceed 5.0x on a sustained basis," S&P said. "We could revise the outlook to positive if the company can realize steady operational improvement, show resilience to adverse economic conditions, and increase its EBITDA margins, reflecting a stronger competitive position and consistent program launch execution. At the same time, we would expect the company's FOCF to debt to stay above 5%," the rating agency said. TRANSMONTAIGNE PARTNERS: S&P Affirms 'BB-' ICR; Outlook Stable -------------------------------------------------------------- S&P Global Ratings affirmed the 'BB-' issuer credit rating on TransMontaigne Partners L.P. with stable outlook. It also affirmed the 'B+' issue-level rating on Transmontaigne's senior unsecured notes. The '5' recovery rating is unchanged. "Although actual consolidated leverage remains elevated for the rating, at around 7.5x, we believe the strategy to apply excess cash flows to prepay debt and reach consolidated debt to EBITDA below 6x by 2023 is credit positive. The company should achieve consolidated leverage around 6x for us to maintain the rating. The inability to distribute dividends to financial sponsor ArcLight Partners makes us confident excess cash flows would be applied to prepay debt in the next few years," S&P said. The stable outlook reflects S&P's expectations that EBITDA generation will be around $150 million-$170 million in 2020, and that by 2021 consolidated leverage will decrease because of debt prepayments. "We would downgrade Transmontaigne if consolidated leverage remains elevated and its strategy changes such that we don't envision debt repayment with excess cash flows," S&P said. "While unlikely at this time, we could raise the ratings if the company significantly outperforms our expectations or makes an acquisition that expands its size and scope without increasing leverage. To upgrade Transmontaigne, we would also look for the partnership to demonstrate less aggressive financial policy decision-making and for consolidated leverage to remain below 5.5x," the rating agency said. TUPPERWARE BRANDS: Moody's Lowers Sr. Unsec. Rating to B1 --------------------------------------------------------- Moody's Investors Service downgraded Tupperware Brands Corporation's senior unsecured rating to B1 from Baa3. Concurrently, Moody's assigned a Corporate Family Rating of Ba3, a Probability of Default rating of Ba3-PD and a speculative grade liquidity rating of SGL-4 for Tupperware. All ratings remain on review for downgrade. The downgrade reflects Tupperware's continued underperformance with sales declining about 12%-13% in 2019 following a decline of 8.25 % in 2018. The company's independent sales force is a significant driver of growth across the company's direct selling business model, and the ongoing declines in active representatives continues to negatively impact business performance. At the same time the company continues to make significant investment in systems, tools and capabilities which will continue to pressure profit margins. In addition, increased competition, near-term risk to global economic growth associated with the coronavirus, and senior management turnover will create challenges for Tupperware to stem revenue declines and quickly execute its turnaround strategy. Moody's recognizes how certain social elements -- including changes to consumer shopping patterns and the attractiveness of individuals serving as Tupperware sales representatives -- may be negatively impacting the company's "direct selling" business model. Moody's is concerned that these challenges will continue to pressure cash flow, notwithstanding the company's ongoing efforts to improve operating effectiveness and streamline its cost structure. The downgrade also reflects Tupperware's announcement that it will delay the filing of its 2019 audited financials in order to finalize an investigation related to certain financial reporting errors at its Fuller Mexico beauty business and to finalize its 2019 tax rate. Tupperware estimates that it will record an impairment charge for Fuller of about $31 million in 2019. The company also announced its need for financial covenant relief related to its existing maximum debt to EBITDA leverage ratio in its $650 million secured revolving credit facility. Moody's understands that the company has received the approvals it requires from its bank group to amend the leverage covenant. In connection with the amendment Tupperware will provide additional collateral and subsidiary guarantees to the secured revolving credit facility. Both the revolving credit facility and the company's unsecured notes benefit from a secured guaranty from Dart Industries, Tupperware's wholly owned subsidiary which owns Tupperware's trademarks and intellectual properties. However, the company's unsecured notes will be structurally subordinated to borrowings under the amended revolving credit facility, as the notes will not benefit from the additional collateral and subsidiary guarantees that are being added to support the bank facilities Moody's review for downgrade will consider the company's ability to meet its annual filing requirement specified in its credit agreement and bond indenture and will take into account the full year 2019 results once filed. The review will focus on Tupperware's ability to stabilize its recently negative operating trends and improve its weak liquidity profile, including maintaining adequate availability under its $650 million revolving credit facility. The review will also consider the company's plans to address the June 2021 maturity of its unsecured notes, which will become current in just over a quarter. Ratings downgraded and placed on review for downgrade: Tupperware Brands Corporation Senior unsecured rating to B1 (LGD5) from Baa3 Ratings Assigned and placed on review for downgrade: Corporate Family Rating at Ba3 Probability of Default Rating at Ba3-PD Ratings Assigned: Speculative Grade Liquidity Rating at SGL-4 Outlook Actions: The ratings remain on review for downgrade. RATINGS RATIONALE Tupperware's Ba3 CFR (on review for downgrade) reflects the company's unique direct selling business model, which is highly reliant upon its ability to recruit and retain sales representatives around the world. There is long term risk to direct sellers in developing markets as increasing retail penetration, e-commerce activity, and competition gradually diminish the current distribution advantages. Developing markets also tend to include more volatile economies and foreign exchange rate exposure. In addition, the company's modest scale relative to other consumer product peers and sensitivity to discretionary consumer spending heighten credit risks. The ratings are supported by Tupperware's well-recognized brand name, global presence and moderate financial leverage. The SGL-4 Speculative Grade Liquidity rating reflects Tupperware's weak liquidity profile. Although Moody's expects the company to remain free cash flow positive, this is largely the result of the dividend suspension in 2019, which will result in cash savings of $75 million in 2020 compared to 2019 and $135 million compared with 2018. Tupperware's operating cash flow generation continues to decline due to its declining revenues and profitability. Furthermore, Tupperware's $600 million unsecured bonds due June 2021, will become current in just over a quarter and this refinancing risk adds pressure to the company's liquidity profile. Social risks are a meaningful consideration given the company's direct sales business model. Changing demographics, economic and employment conditions can affect the company's ability to recruit and retain its sales force and can also influence how consumers shop. The business model can also come under scrutiny by regulators Tupperware faces important corporate governance challenges. There has been meaningful turnover at the senior management ranks. Environmental considerations are not considered material to Tupperware's credit profile, but the company must monitor its land, water, energy and raw material usage. Tupperware Brands Corporation is a global manufacturer and direct seller of consumer products across multiple categories including food storage, preparation and serving items, and beauty and personal care products. Products are sold through a worldwide sales force that includes approximately 3 million independent dealers. Tupperware generated approximately $1.8 billion in annual revenue The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. TUPPERWARE BRANDS: S&P Cuts ICR to 'B'; Ratings on Watch Negative ----------------------------------------------------------------- S&P Global Ratings lowered all of its ratings on U.S.-based Tupperware Brands Corp. to 'B' from 'BB+' and placed all of its ratings on CreditWatch with negative implications. The rating actions follow the company's announcement of its preliminary fiscal 2019 results. The company also announced it will delay the filing of its 10K and that it has sought and received approvals for covenant relief on its revolving credit facility, and provided weaker-than-expected 2020 guidance. S&P is uncertain about the company's 2020 operating performance, ability to file its annual financial statements in a timely basis, and ability to refinance its upcoming bond maturity with satisfactory terms. "The downgrade reflects our belief that fiscal 2020 debt leverage will exceed 4x due to the company's weak guidance and amendment to its $650 million revolving credit facility due March 2024. It also reflects our revision downward of the business risk on the company given the deterioration of the business and our view that management's execution of the business has been poor. We believe that a complete review of the business strategy is necessary for a complete turnaround," S&P said. The CreditWatch placement reflects further downside risk to the ratings if the company does not finalize the amendment on its revolving credit agreement, does not file its 10K within its extension period, or does not refinance its notes before June 2020, or if additional guidance for 2020 is much weaker than recently provided. "We plan to resolve the CreditWatch after the company files its 10K and reports fiscal 2019 results, provides further details on its financial outlook for 2020, or discloses its refinancing plans. Upon the resolution of the CreditWatch listing, we may lower or affirm our ratings on the company. Specifically, we could downgrade the company into the 'CCC' category if the company's notes become current and there is no clear refinancing plans or if we believe the operating outlook for 2020 is substantially weaker than we forecast. On the other hand, we could affirm our ratings on Tupperware if the company launches a refinancing that we believe will be completed in a timely manner and at reasonable terms," S&P said. "We will also review the issue-level and recovery ratings on the senior unsecured notes. Given the likely conversion of the unsecured revolver to secured status, it is likely that we will revise the recovery ratings downward and lower the issue-level ratings by at least one-notch," the rating agency said. VALADOR INC: May Continue Using Cash Collateral Through April 30 ---------------------------------------------------------------- Judge Klinette Kindred of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized Valador Inc.'s use of cash collateral through April 30, 2020 pursuant to the terms, conditions and limitations set forth in the Fifth Interim Consent Order. Valador is indebted to Essex Bank under and in connection with a $3,500,000 line of credit that Essex Bank previously provided to Valador. Valador's indebtedness to Essex Bank under the Loan is secured by a first-priority security interest against all of the Valador's inventory, equipment, accounts, accounts receivable, chattel paper, instruments, letter of credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights of payment and performance, general intangibles, payment intangibles, software, and all records relating to any of the foregoing and all products and proceeds of any of the foregoing. Valador grants in favor of Essex Bank a first-priority post-petition security interest and lien in, to and against all assets which are or have been acquired, generated or received by Valador subsequent to the Petition Date, as collateral and security for the repayment of all indebtedness and amounts that are owed by Valador to Essex Bank under the Loan and the Loan Documents. In addition, Valador grants Essex Bank a first-priority post-petition security interest and line in the Valador's DIP Accounts and all funds now or hereafter on deposit therein. To the extent that the other protections granted in the Fifth Interim Consent Order are insufficient to provide adequate protection of Essex Bank's interests in the Collateral, Essex Bank is granted a priority administrative claim against the Debtor and the Debtor-in-Possession having priority over all administrative expenses other than quarterly fees that are due to the U.S. Trustee's Office, including, but not limited to, the administrative expenses described in Sections 503(b) and 507(b) of the Bankruptcy Code and any expenses or fees incurred by Valador or its estate in connection with the prosecution of avoidance actions under Sections 544 through 550 of the Bankruptcy Code. As additional adequate protection to Essex Bank, Valador will deliver to Essex Bank an adequate protection payment in the amount of $8,500 per month. A copy of the Fifth Interim Consent Order is available at PacerMonitor.com at https://is.gd/mezdoZ at no charge. About Valador Inc. Headquartered in Herndon, Virginia, Valador, Inc., is a business that delivers solutions for collecting, maintaining, visualizing, and protecting its clients' information. It focuses on four key business areas: modeling and simulation, information assurance, management consulting, and software engineering. It employs innovative solutions such as the use of 3D immersive visualization to address its clients' complex challenges including decision support, strategic planning, risk management, safety and reliability, assessment of alternatives, and information security. Valador sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-14168) on Dec. 13, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Klinette H. Kindred. Richard Hall, Esq., is the Debtor's legal counsel. VARTEK LLC: Gets Approval to Use Cash Collateral on Final Basis --------------------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida issued a final order authorizing Vartek L.L.C. to use cash collateral in accordance with the budget. Seacoast Business Funding will maintain its replacement liens and security interest in all of Vartek's assets acquired post-petition as those assets are defined as collateral in its pre-petition Agreement, including, but not limited to, all accounts, inventory and deposit accounts and all proceeds thereof including the proceeds from the sale of the Debtor's assets, with the following delineated exceptions: (a) goods that constitute raw materials under the Bailment Agreement with Watkins Manufacturing Corporation dated June 27, 2019, and (b) the identified cash collateral in the aggregate amount of $165,518.88, previously defined as Released A/R in the Original Order. In addition, the Debtor is directed to maintain insurance coverage on all assets that serve as collateral to secure any party-in-interest's rights in accordance with any of its obligations under any loan and security documents. About Vartek L.L.C. Vartek, L.L.C. -- https://vartekllc.com/ -- is a privately owned manufacturer of flexible PVC hose and tubing. It manufactures reinforced hose and non-reinforced tubing products, and serves the construction, industrial, irrigation, landscape, marine, medical, pool, spa and waterscape markets. Vartek maintains a warehouse in Tampa, Fla., and a warehouse in San Diego, Calif. Vartek sought Chapter 11 protection (Bankr. M.D. Fla. Case No.19-08083) on Aug. 26, 2019. In the petition signed by CRO William A. Long Jr., the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Catherine Peek McEwen oversees the Debtor's case. Stichter, Riedel, Blain & Postler, P.A., is the Debtor's legal counsel. VCHP NEPTUNE: Case Summary & 10 Unsecured Creditors --------------------------------------------------- Debtor: VCHP Neptune Beach, LLC d/b/a Red Roof Inn Neptune Beach 1401 Atlantic Boulevard Neptune Beach, FL 32266 Chapter 11 Petition Date: February 28, 2020 Court: United States Bankruptcy Court Middle District of Florida Case No.: 20-00740 Debtor's Counsel: Jacqueline Calderin, Esq. AGENTIS PLLC 55 Alhambra Plaza, Suite 800 Coral Gables, FL 33134 Tel: 305-722-2002 E-mail: jc@agentislaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dmitry Tomkin, Vendian Capital Management Limited as manager of Vendian-Covenant Hospitality Partners, LLC, the sole and managing member. A copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/kiY3JL VCHP SPRINGFIELD: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: VCHP Springfield, LLC d/b/a Red Roof Inn Springfield d/b/a State House Inn Springfield 101 East Adams Street Springfield, IL 62701 Business Description: VCHP Springfield, LLC operates hotels and motels. Chapter 11 Petition Date: February 28, 2020 Court: United States Bankruptcy Court Middle District of Florida Case No.: 20-00741 Debtor's Counsel: Jacqueline Calderin, Esq. AGENTIS PLLC 55 Alhambra Plaza Suite 800 Coral Gables, FL 33134 Tel: 305-722-2002 E-mail: jc@agentislaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dmitry Tomkin, Vendian Capital Management Limited as manager of Vendian-Covenant Hospitality Partners, LLC, the 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/gDbtDV VESTCOM PARENT: Moody's Affirms B3 CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service affirmed the B3 corporate family rating for Vestcom Parent Holdings, Inc.'s and its probability of default rating at B3-PD. The company's first lien credit facilities were affirmed at B2, reflecting support provided by second lien debt. The outlook is stable. Issuer: Vestcom Parent Holdings, Inc. Corporate Family Rating, affirmed at B3 Probability of Default Rating, affirmed at B3-PD Senior Secured Revolving Credit Facility due 2022, affirmed B2 (LGD3) Senior Secured 1st Lien Term Loan due December 2023, affirmed B2 (LGD3) Outlook is Stable RATINGS RATIONALE Vestcom's B3 CFR reflects company's high but declining debt-to-EBITDA leverage of approximately 5.9x (including Moody's standard adjustments) for FY 2019, its leading position in mission critical shelf-edge price communication and technology enabled services, its small scale relative to other Services companies, customer concentration offset by contractual revenue base, and sustained track record of expansion within it niche. Vestcom has several key customers that are up for contractual renewals in 2020, which Moody's anticipates to be successfully renewed, but nevertheless present some risk in the near term. The company expanded its 2019 revenue by 7% year over year through a combination of price increases and increased volumes, as it maintained tight cost controls and continued to improve its sold product mix towards higher value add services, resulting in 12% year over year EBITDA growth. Vestcom generated positive free cash flow, which it has largely used towards reinvesting in the company's business. Moody's anticipates that Vestcom will generate approximately $10-$15 million in free cash flow in 2020, as it implements its recent wins and executes several key client renewals. Aggressive financial strategy executed by the company's sponsors constrains the current financial flexibility of Vestcom, limiting its ability to withstand potential revenue misses if they were to occur. The stable rating outlook incorporates its expectations that Vestcom will meet its growth targets over the course of 2020, which will contribute to lower leverage over the next 12-18 months. Moody's also assumes in the stable outlook that Vestcom sustains its EBITDA margin, generates positive free cash flow, and maintains adequate liquidity. The stable outlook does not incorporate sponsor distributions or other leveraging events. Ratings could be upgraded if the company's performance results in debt-to-EBITDA leverage below 5.5x through a combination of organic growth and debt repayment. Good liquidity along with good cash flow generation near high single digits as a percentage of total debt would also be factors necessary for an upgrade. Declining revenue due to a loss of a significant client would likely result in a downgrade. Increased pricing pressure on the company's products leading to sustained revenue and EBITDA declines, additional debt funded distributions, liquidity erosion, or negative free cash flow could also result in a downgrade. Moody's considers Vestcom's liquidity adequate, with expectations of modest free cash flow of approximately $10-15 million in 2020 and undrawn $60 million revolving credit facility. Moody's forecasts that 2020 EBITDA will be sufficient to fund annual cash interest of about $48 million, as well as cash taxes, capital expenditures, modest working capital needs, and annual required term loan amortization of about $4.3 million during 2020. Moody's expects ongoing capital expenditures to be approximately $12 million. About half of ongoing capital investments could be curtailed if necessary, though Moody's does not envision such a scenario. The company does sometimes spend on equipment (tooling, software development, servers and other specialized production equipment) in advance of revenue generation from new contracts, but there is not a significant time lag. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Vestcom Parent Holdings, Inc. (Vestcom) provides mission critical shelf-edge communications and technology enabled services to the retail industry. It maintains headquarters in Little Rock, Arkansas. Charlesbank Capital Partners acquired the company from Court Square Capital Partners in December 2016. Total revenue for FYE 2019 was $318 million. VETERANS FELLOWSHIP: Given Until Aug. 16 to Confirm Chapter 11 Plan ------------------------------------------------------------------- Judge Brendan Shannon of the U.S. Bankruptcy Court for the District of Delaware extended to Aug. 16 the period during which Veterans Fellowship Ministries, Inc. must confirm its Chapter 11 plan of reorganization. About Veterans Fellowship Ministries Veterans Fellowship Ministries filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-10857) on April 16, 2019, disclosing under $1 million in both assets and liabilities. Judge Brendan Linehan Shannon oversees the case. The Debtor hired Montgomery McCracken Walker & Rhoads, LLP as its legal counsel. VIP CINEMA: S&P Lowers ICR to 'D' on Chapter 11 Bankruptcy Filing ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on VIP Cinema Holdings Inc. to 'D' from 'CCC-'. At the same time, S&P lowered its issue-level rating on the company's senior secured first-lien debt to 'D' from 'CCC' and its issue-level rating on the company's second-lien debt to 'D' from 'C'. S&P's recovery ratings on VIP's debt are unchanged. The downgrade follows VIP's announcement that it filed for a voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. WATERS RETAIL: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Waters Retail TPA, LLC 4622 Maple Ave., Ste 200 Donald L. Silverman Dallas, TX 75219-1073 Case No.: 20-30644 Business Description: Waters Retail TPA, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: February 27, 2020 Court: United States Bankruptcy Court Northern District of Texas Debtor's Counsel: Vickie L. Driver, Esq. CROWE & DUNLEVY, P.C. 2525 McKinnon St., Suite 425 Dallas, TX 75201 Tel: (214) 420-2142 E-mail: vickie.driver@crowedunlevy.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Donald L. Silverman, manager. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/bhWyAA WELBILT INC: S&P Alters Outlook to Negative, Affirms 'BB-' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on Welbilt Inc. to negative from stable. At the same time, S&P affirmed its 'BB-' issuer credit rating on the company and its 'BB-' issue-level rating on the company's senior secured credit facilities ($400 million revolving credit facility due in 2023 and $900 million term loan due in 2025). The recovery rating remains '3'. At the same time, S&P raised its issue-level rating on the company's $425 million senior unsecured notes due in 2024 to 'B+' from 'B' and revised the recovery rating on the senior unsecured notes to '5' from '6'. The upgrade of the senior unsecured notes is a result of the termination of the accounts receivable securitization program that reduced priority claims on debt. Welbilt faces short-term margin compression through 2020, which S&P expects to improve in 2021. S&P believes some near-term margin pressure might come from unfavorable manufacturing variances (increase in labor and overhead costs) due to softer-than-expected sales, along with plant inefficiencies that the rating agency expects to transition to new production layouts as part of the transformational program. S&P expects this, coupled with a slowdown of projects from large chain customers in the Americas and Europe, Middle East, and Africa (EMEA), will result in leverage remaining elevated above 5x over the next few quarters. The negative outlook reflects S&P's expectation that it could lower the rating on Welbilt over the next 12 months if operating performance is weaker than it forecasts. S&P believes leverage will improve to about 5x by the end of 2020 from the low-5x area as of Sept. 30, 2019, through synergies realized from the transformation program and the voluntary pay down of the revolver, partially offset by flat revenue growth and near-term margin pressure related to manufacturing inefficiencies within plants, but there is some execution risk to this forecast. "We could lower our rating on Welbilt if debt leverage remained above 5x with no clear prospects for improvement. We believe this would most likely be the result of end-market headwinds intensifying or a delay in synergy realization, hurting revenue growth and deteriorating EBITDA margins in the next 12-18 months. Furthermore, we could lower our rating if headroom under its leverage or coverage covenants declined below 15%," S&P said. "We could revise our outlook to stable over the next 12-18 months if the company reduced leverage comfortably below 5x and we believed the company were committed to maintaining financial policies that would support this level of leverage. We believe this scenario would incorporate the full execution and realization of the synergies layout in the company's transformation program, which drives leverage improving and sustaining under 5x through the economic cycle," the rating agency said. WW INTERNATIONAL: S&P Alters Outlook to Stable, Affirms 'B+' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on WW International Inc. (WW) to stable from negative and affirmed its 'B+' issuer credit rating. WW kicked off a successful 2020 winter recruitment campaign with double-digit-subscription growth. Additionally, the company managed to preserve credit metrics during a difficult 2019 by improving retention rates and prepaying debt. As a result, the company ended 2019 with leverage in the low-4x area, which S&P expects it to improve into the mid- to high-3x area by the end of 2020. S&P raised its issue-level rating on the company's first-lien credit facility to 'BB' from 'BB-', and revised the recovery rating to '1'(rounded estimate: 95%). S&P also raised its issue-level rating on the company's unsecured notes to 'B+' from 'B', and revised the recovery rating to '4' (rounded estimate: 30%). The actions reflect lower debt balances at the time of S&P's simulated default scenario following debt prepayments in 2019. The outlook revision to stable reflects WW's successful winter recruitment and better-than-expected performance in 2019. WW's performance is highly dependent on its winter-recruitment efforts, and with most of the season under its belt and more than 5 million subscribers, S&P now expects 2020 to be a good year with double-digits revenue and earnings growth, and leverage improving to the mid- to high-3x area by the end of the year. Although 2019 was a challenging year for the company, where its revenue declined by approximately 7% and adjusted EBITDA declined by about 18% from 2018; its credit metric's deterioration was much milder than S&P expected because the company prepaid its debt with free operating cash flow (FOCF). As a result, the company ended 2019 with leverage in the low-4x area, compared to S&P's previous expectation in the high-4x area. The stable outlook reflects S&P's expectation that the company will continue its growth momentum and improve its debt-to-EBITDA leverage to the high-3x by the end of 2020 from the current low-4x area. The rating agency expects leverage to improve due to a combination of EBITDA expansion and debt reduction. "We could lower our ratings if the company's operational performance deteriorates because of a tougher competitive environment, a worse than expected corona virus outbreak, or an unexpected economic downturn resulting in membership declines or higher cancellations, resulting in leverage exceeding 5x and significantly weakening the company's cash flow generation. We estimate this could occur if EBITDA declines 15% from current levels, while debt remains constant. In addition, we could lower our ratings if the company's financial policy becomes more aggressive either in the form of debt-funded shareholder payments or acquisitions. We estimate that about $300 million of incremental debt at current EBITDA levels would likely result in leverage exceeding this threshold," S&P said. "While unlikely over the next year, we could raise our ratings if the company is able to demonstrate a stable membership base and margins such that its leverage improves to the low-3x area and sustains it at that level. We estimate EBITDA would need to improve by 35% from current levels for this to occur. We would need to be confident in the company's ability and commitment to maintaining leverage at these levels through prudent financial policy and consistent operating performance," the rating agency said. ZDN INC: Files Amended Cash Collateral Motion --------------------------------------------- ZDN Inc. DBA Blackjack Pizza files an amended motion seeking permission from the Bankruptcy Court to use cash collateral to pay the necessary operating expenses of its business, on an interim basis until final hearing on the use of cash collateral, and over six months from the date of the final hearing. As adequate protection for the use of cash collateral, the Debtor proposes to provide Independence Bank, and Rapid Finance a replacement lien on all post-petition accounts and cash equivalents to the extent that the use of the cash collateral results in a decrease in the value of the collateral pursuant to Section 361(2) of the Bankruptcy Code. Independence Bank, and Rapid Finance may have a secured lien position on the Debtor's funds and revenues that constitute cash collateral. The Debtor owes Independence Bank approximately $132,129 and Rapid Finance approximately $117,025. Both loans are secured by a lien in substantially all of the Debtor's assets. A copy of the amended motion is available at https://is.gd/SIeg4g from PacerMonitor.com at no charge. About ZDN Inc. ZDN Inc., DBA BlackJack Pizza, owns and operates a pizza store in Firestone Colorado. The company filed a Chapter 11 petition (Bankr. D. Col. Case No. 20-10887) on February 10, 2020. Holland Law Office P.C. represents the Debtor as counsel. [^] BOND PRICING: For the Week from February 24 to 28, 2020 ----------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 24 Hour Fitness Worldwide Inc HRFITW 8.000 49.741 6/1/2022 24 Hour Fitness Worldwide Inc HRFITW 8.000 49.922 6/1/2022 Amgen Inc AMGN 1.850 100.620 8/19/2021 Approach Resources Inc AREX 7.000 1.863 6/15/2021 AvalonBay Communities Inc AVB 3.950 101.218 1/15/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 10.000 6/15/2021 Bristow Group Inc BRS 6.250 5.741 10/15/2022 Bristow Group Inc BRS 4.500 5.750 6/1/2023 Buffalo Thunder Development Authority BUFLO 11.000 50.285 12/9/2022 CIT Group Inc CIT 4.125 9.503 11/13/2029 Calfrac Holdings LP CFWCN 8.500 26.552 6/15/2026 Calfrac Holdings LP CFWCN 8.500 27.703 6/15/2026 California Resources Corp CRC 8.000 22.424 12/15/2022 California Resources Corp CRC 5.500 36.292 9/15/2021 California Resources Corp CRC 6.000 20.045 11/15/2024 California Resources Corp CRC 8.000 22.620 12/15/2022 California Resources Corp CRC 6.000 19.589 11/15/2024 Chaparral Energy Inc CHAP 8.750 26.328 7/15/2023 Chaparral Energy Inc CHAP 8.750 26.285 7/15/2023 Chesapeake Energy Corp CHK 6.625 87.559 8/15/2020 Chesapeake Energy Corp CHK 4.875 50.873 4/15/2022 Chesapeake Energy Corp CHK 6.125 68.000 2/15/2021 Chesapeake Energy Corp CHK 8.000 30.340 1/15/2025 Chesapeake Energy Corp CHK 5.750 42.716 3/15/2023 Chesapeake Energy Corp CHK 8.000 26.114 3/15/2026 Chesapeake Energy Corp CHK 8.000 17.555 3/15/2026 Chesapeake Energy Corp CHK 8.000 31.993 1/15/2025 Chesapeake Energy Corp CHK 8.000 26.227 3/15/2026 Chesapeake Energy Corp CHK 8.000 31.993 1/15/2025 Chukchansi Economic Development Authority CHUKCH 9.750 49.595 5/30/2020 Continental Airlines 1999-2 Class A-1 Pass Through Trust UAL 7.256 98.388 3/15/2020 Continental Airlines 1999-2 Class A-1 Pass Through Trust UAL 6.236 98.637 3/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 Dean Foods Co DF 6.500 12.500 3/15/2023 Dean Foods Co DF 6.500 19.750 3/15/2023 Denbury Resources Inc DNR 6.375 65.586 8/15/2021 Dow Chemical Co/The DOW 3.000 103.187 11/15/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 2.750 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 2.000 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 0.165 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 2.281 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 0.165 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 1.808 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 0.165 9/1/2022 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 32.748 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 33.237 7/15/2023 Extraction Oil & Gas Inc XOG 7.375 34.945 5/15/2024 Extraction Oil & Gas Inc XOG 7.375 36.498 5/15/2024 Federal Farm Credit Banks Funding Corp FFCB 2.300 99.460 11/16/2026 Federal Farm Credit Banks Funding Corp FFCB 2.340 99.478 10/13/2027 Federal Farm Credit Banks Funding Corp FFCB 1.940 99.883 6/3/2024 Federal Farm Credit Banks Funding Corp FFCB 2.320 99.425 9/22/2027 Federal Home Loan Banks FHLB 2.650 99.724 8/20/2029 Federal Home Loan Banks FHLB 3.250 99.864 8/15/2044 Federal Home Loan Banks FHLB 2.200 99.865 3/3/2025 Federal Home Loan Mortgage Corp FHLMC 1.800 99.876 6/3/2022 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 38.781 6/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 47.436 6/15/2020 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 2.563 4/1/2023 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 2.875 4/1/2023 Fresh Market Inc/The TFM 9.750 46.243 5/1/2023 Fresh Market Inc/The TFM 9.750 47.304 5/1/2023 Frontier Communications Corp FTR 10.500 45.756 9/15/2022 Frontier Communications Corp FTR 8.500 50.788 4/15/2020 Frontier Communications Corp FTR 7.125 46.467 1/15/2023 Frontier Communications Corp FTR 6.250 45.542 9/15/2021 Frontier Communications Corp FTR 8.750 46.066 4/15/2022 Frontier Communications Corp FTR 9.250 45.598 7/1/2021 Frontier Communications Corp FTR 8.875 46.584 9/15/2020 Frontier Communications Corp FTR 10.500 45.508 9/15/2022 Frontier Communications Corp FTR 10.500 45.508 9/15/2022 Global Eagle Entertainment Inc ENT 2.750 40.016 2/15/2035 Gogo Inc GOGO 3.750 99.000 3/1/2020 Goodman Networks Inc GOODNT 8.000 48.500 5/11/2022 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 Hi-Crush Inc HCR 9.500 33.000 8/1/2026 Hi-Crush Inc HCR 9.500 32.650 8/1/2026 High Ridge Brands Co HIRIDG 8.875 2.250 3/15/2025 High Ridge Brands Co HIRIDG 8.875 1.750 3/15/2025 Hornbeck Offshore Services Inc HOSS 5.000 37.362 3/1/2021 International Business Machines Corp IBM 2.800 101.449 5/13/2021 International Business Machines Corp IBM 2.250 100.486 2/19/2021 International Business Machines Corp IBM 2.900 102.134 11/1/2021 International Wire Group Inc ITWG 10.750 95.887 8/1/2021 Johnson Controls Inc JCI 5.000 96.452 3/30/2020 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.250 28.000 10/15/2025 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.250 20.019 10/15/2025 Kimberly-Clark Corp KMB 1.850 99.690 3/1/2020 Liberty Media Corp LMCA 2.250 57.875 9/30/2046 Liberty Property LP LPT 4.400 109.950 2/15/2024 Liberty Property LP LPT 4.125 104.773 6/15/2022 MAI Holdings Inc MAIHLD 9.500 20.202 6/1/2023 MAI Holdings Inc MAIHLD 9.500 20.202 6/1/2023 MAI Holdings Inc MAIHLD 9.500 20.202 6/1/2023 MF Global Holdings Ltd MF 9.000 15.607 6/20/2038 MF Global Holdings Ltd MF 6.750 15.625 8/8/2016 Mashantucket Western Pequot Tribe MASHTU 7.350 16.000 7/1/2026 McDermott Technology Americas Inc / McDermott Technology US Inc MDR 10.625 13.875 5/1/2024 McDermott Technology Americas Inc / McDermott Technology US Inc MDR 10.625 13.130 5/1/2024 Morgan Stanley MS 4.101 99.511 3/1/2020 Murray Energy Corp MURREN 12.000 0.698 4/15/2024 Murray Energy Corp MURREN 12.000 0.698 4/15/2024 NWH Escrow Corp HARDWD 7.500 53.043 8/1/2021 NWH Escrow Corp HARDWD 7.500 53.043 8/1/2021 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 29.448 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 32.225 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 30.714 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 32.775 10/25/2024 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 3.914 5/15/2019 Northwest Hardwoods Inc HARDWD 7.500 45.000 8/1/2021 Northwest Hardwoods Inc HARDWD 7.500 49.832 8/1/2021 OMX Timber Finance Investments II LLC OMX 5.540 0.573 1/29/2020 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 59.994 6/1/2021 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 59.994 6/1/2021 PDC Energy Inc PDCE 6.250 96.177 12/1/2025 Pioneer Energy Services Corp PESX 6.125 24.969 3/15/2022 Powerwave Technologies Inc PWAV 1.875 0.019 11/15/2024 Pyxus International Inc PYX 9.875 37.242 7/15/2021 Pyxus International Inc PYX 9.875 54.000 7/15/2021 Pyxus International Inc PYX 9.875 37.565 7/15/2021 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rolta LLC RLTAIN 10.750 9.000 5/16/2018 SCANA Corp D 4.750 102.520 5/15/2021 SCANA Corp D 4.125 103.521 2/1/2022 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 14.250 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 14.000 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 14.000 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 14.250 11/1/2021 Sanchez Energy Corp SNEC 6.125 3.750 1/15/2023 Sanchez Energy Corp SNEC 7.750 3.750 6/15/2021 SandRidge Energy Inc SD 7.500 0.500 2/15/2023 Sears Holdings Corp SHLD 8.000 1.990 12/15/2019 Sears Holdings Corp SHLD 6.625 5.967 10/15/2018 Sears Holdings Corp SHLD 6.625 6.347 10/15/2018 Sears Roebuck Acceptance Corp SHLD 6.500 0.965 12/1/2028 Sears Roebuck Acceptance Corp SHLD 7.500 1.069 10/15/2027 Sears Roebuck Acceptance Corp SHLD 7.000 1.007 6/1/2032 Sears Roebuck Acceptance Corp SHLD 6.750 0.761 1/15/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Stearns Holdings LLC STELND 9.375 45.411 8/15/2020 Stearns Holdings LLC STELND 9.375 45.411 8/15/2020 Summit Midstream Partners LP SMLP 9.500 51.563 N/A Tapstone Energy LLC / Tapstone Energy Finance Corp TAPENE 9.750 0.812 6/1/2022 Tapstone Energy LLC / Tapstone Energy Finance Corp TAPENE 9.750 0.812 6/1/2022 Techniplas LLC TECPLS 10.000 70.125 5/1/2020 Techniplas LLC TECPLS 10.000 69.896 5/1/2020 Teligent Inc/NJ TLGT 4.750 35.623 5/1/2023 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Tesla Energy Operations Inc/DE TSLAEN 3.600 98.435 3/19/2020 Tesla Energy Operations Inc/DE TSLAEN 3.600 93.297 3/26/2020 Tesla Energy Operations Inc/DE TSLAEN 3.600 92.013 4/23/2020 Transworld Systems Inc TSIACQ 9.500 25.455 8/15/2021 Transworld Systems Inc TSIACQ 9.500 25.455 8/15/2021 UCI International LLC UCII 8.625 4.780 2/15/2019 Ultra Resources Inc/US UPL 6.875 10.750 4/15/2022 Ultra Resources Inc/US UPL 7.125 6.732 4/15/2025 Ultra Resources Inc/US UPL 6.875 10.180 4/15/2022 Ultra Resources Inc/US UPL 7.125 6.975 4/15/2025 Unit Corp UNTUS 6.625 39.307 5/15/2021 United Technologies Corp UTX 2.342 100.005 8/16/2021 United Technologies Corp UTX 1.150 103.949 5/18/2024 United Technologies Corp UTX 1.875 109.182 2/22/2026 VF Corp VFC 3.500 102.298 9/1/2021 VIVUS Inc VVUS 4.500 90.670 5/1/2020 Vine Oil & Gas LP / Vine Oil & Gas Finance Corp VRI 9.750 48.990 4/15/2023 Vine Oil & Gas LP / Vine Oil & Gas Finance Corp VRI 9.750 46.890 4/15/2023 Whiting Petroleum Corp WLL 5.750 55.443 3/15/2021 Whiting Petroleum Corp WLL 1.250 90.077 4/1/2020 Whiting Petroleum Corp WLL 6.250 44.260 4/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 9.000 12.438 6/30/2025 Windstream Services LLC / Windstream Finance Corp WIN 10.500 12.750 6/30/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.500 26.000 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 9.000 12.117 6/30/2025 Windstream Services LLC / Windstream Finance Corp WIN 8.750 6.250 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 6.375 6.000 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 10.500 6.918 6/30/2024 Windstream Services LLC / Windstream Finance Corp WIN 6.375 4.929 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.750 5.968 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.750 6.014 10/1/2021 rue21 inc RUE 9.000 1.305 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2020. All rights reserved. ISSN: 1520-9474. 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