/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200421.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, April 21, 2020, Vol. 24, No. 111 Headlines 13 HOPE AVENUE: Proposed Sale of Worcester Property Withdrawn 305 PETROLEUM: Voluntary Chapter 11 Case Summary 9469 BEVERLY CREST: Has Until June 5 to File Plan & Disclosures A.J. MCDONALD: $1.3K Sale of Dump Trailer to Robert Approved AIKIDO PHARMA: Closes $14 Million Registered Direct Offering ALL CARE NOW: Fourth Interim Cash Collateral Order Entered ANASTASIA HOLDINGS: S&P Downgrades ICR to 'CCC'; Outlook Negative APOGEE HEALTHCARE: Case Summary & Unsecured Creditor ASP CHROMAFLO: S&P Alters Outlook to Negative, Affirms 'B-' ICR ATLANTIC HOUSING: S&P Alters Outlook to Negative AUTOMATION PRECISION: Taps Dixon Hughes Goodman as Accountant AYTU BIOSCIENCE: Confirms Export & Delivery of COVID-19 Rapid Tests BAGELS N' CREAM: Seeks to Extend Exclusivity Period to June 6 BASIM ELHABASHY: $1.1M Sale of Boca Raton Property Approved BCP RENAISSANCE: Fitch Cuts Sec. Debt Rating to B+, Outlook Neg. BLINK CHARGING: Inks $20 Million Sales Agreement with Roth Capital BREDA: Unsecureds to Get Annnual Net Operating Revenue BROADVISION INC: ESW to Get 100% Equity Stake in Prepack Plan BROWNIE'S MARINE: Sells 20 Million Shares of Common Stock CAMBER ENERGY: Increases Authorized Common Shares to 25 Million CANNABICS PHARMACEUTICALS: Files Provisional Patent Application CANNABICS PHARMACEUTICALS: Itamar Borochov Nominated as Chairman CARE NEW ENGLAND: S&P Places 'BB-' Bond Rating on Watch Negative CARPENTER'S ROOFING: Exclusivity Period Extended to May 29 CDW LLC: Moody's Rates New Senior Unsecured Notes 'Ba2' CEL-SCI CORP: All Five Proposals Approved at Annual Meeting CES ENERGY: S&P Alters Outlook to Negative, Affirms 'B' ICR COASTAL HOME: June 24 Trial in Contested Matter Arising From Plan CPM HOLDINGS: S&P Downgrades ICR to 'CCC+'; Outlook Negative CRCI LONGHORN: S&P Downgrades ICR to 'B-'; Outlook Stable CTOS LLC: Moody's Alters Outlook on B2 CFR to Stable DATABASEUSA.COM LLC: Lender Has Sale/Contribution Options in Plan DAVESTER LLC: Cash Collateral Hearing Continued to May 12 DAVID A. HEATH: $30K Private Sale of Property to Father Approved DEPENDABLE BUILDING: May 21 Hearing on Plan & Disclosures DIAMOND OFFSHORE: Elects Not to Make Notes Interest Payment DIOCESE OF HARRISBURG: Tort Claimants' Committee Taps Stinson DOUGLAS DYNAMICS: S&P Places 'BB-' ICR on CreditWatch Negative ECLIPSE MIDCO: S&P Alters Outlook to Negative, Affirms 'B-' ICR EL CARO HOMES: Voluntary Chapter 11 Case Summary ENGINE GROUP: Moody's Cuts CFR to Caa2 & Alters Outlook to Negative EVENTIDE CREDIT: Taps Armstrong Teasdale as Special Counsel FENCEPOST PRODUCTIONS: Seeks More Time to File Bankruptcy Plan FERRELLGAS PARTNERS: Issues $700M of 10% Senior Notes due 2025 FLOOR & DECOR: Moody's Alters Outlook on Ba3 CFR to Negative FRONTIER COMMUNICATIONS: Fitch Cuts IDR to D on Restructuring FS ENERGY: S&P Cuts ICR to 'B-' on Portfolio Stress; Outlook Dev. GASPER RICE: May 26 Hearing on Disclosure Statement and Plan GATEWAY CASINOS: S&P Cuts ICR to 'CCC+'; Ratings on Watch Negative GLOBALTRANZ ENTERPRISES: S&P Cuts ICR to 'CCC+'; Outlook Stable GRANITE TACTICAL: To Seek Plan Confirmation on April 28 HEARTS AND HANDS: Court Keeps Patient Care Ombudsman HELIUS MEDICAL: Gets $323K Loan Under Paycheck Protection Program HILLMAN COS: S&P Alters Outlook to Negative HILTON WORLDWIDE: Moody's Confirms Ba1 CFR, Outlook Negative IMPERVA INC: Fitch Lowers LongTerm IDR to 'B-', Outlook Stable JAMES SKEFOS: Private Sale of Memphis Property to Johnsons Approved JAZZ IT UP: Seeks Authorization on Cash Collateral Use JC PENNEY: Fitch Cuts LT IDR to 'C' on Coronavirus JONATHAN S. RESNICK: Taps VerStandig & McNamee Hosea as Attorneys KAUMANA DRIVE: Taps Carl H. Osaki as Special Litigation Counsel KEAST ENTERPRISES: Unsecureds to Get $107K Per Year for 8 Years KELLY GRAINGER: $450K Sale of Panama City Beach Property Approved KEY ENERGY: Completes Out-of-Court Restructuring KEYSTONE FILLER: Unsecureds to Recover 5% Under Plan KRS GLOBAL: Creditors' Committee Taps Brinkman Portillo as Counsel Lampkins Patterson: May 11 Plan & Disclosure Hearing Set LAPLACE VETERINARY: Seeks and Gets Nod to Access Cash Until June 24 LEVI STRAUSS: S&P Alters Outlook to Negative, Affirms 'BB+' ICR LIBBEY INC: S&P Downgrades ICR to 'SD' on Payment Deferral LICK INDUSTRIES: DAC Retail, et al., Say Plan Not Feasible LIVEXLIVE MEDIA: Gets $2M Loan Under Paycheck Protection Program LOG STORM SECURITY: Unsecureds to Have 20% to 25% Recovery in Plan LONGVIEW POWER: S&P Cuts Debt Rating to 'D' After Chapter 11 Filing LSC COMMUNICATIONS: S&P Downgrades ICR to 'D' on Chapter 11 Filing MARX STEEL: Seeks Approval to Hire Hoover Slovacek LLP as Counsel MD AMERICA: S&P Downgrades ICR to 'CCC'; Ratings Withdrawn MEADE INSTRUMENTS: Exclusivity Period Extended to Sept. 1 MOHAJER12 CORP: May 19 Hearing on Disclosure Statement MOUNTAIN STATES ROSEN: Hires Markus Williams as Counsel MURRAY METALLURGICAL: Selling Oak Grove Assets to Fund Plan NCR CORP: Egan-Jones Lowers Sr. Unsecured Debt Ratings to B- NEIMAN MARCUS: Reportedly Eyeing Bankruptcy Filing This Week NEIMAN MARCUS: S&P Downgrades ICR to 'CCC-'; Outlook Negative NICK'S PIZZA: Seeks Approval of 13-Week Cash Collateral Budget NORTH AMERICAN LIFTING: Moody's Cuts CFR to Ca, Outlook Neg. NORTHWEST COMPANY: Case Summary & 20 Largest Unsecured Creditors NXT ENERGY: Swings to C$3.77 Million Net Income in 2019 OUTLOOK THERAPEUTICS: Provides Update on Ongoing Clinical Trials OWENS FUNERAL HOME: Taps Windels Marx Lane & Mittendorf as Counsel OWENS TRANSPORTATION: Seeks Court Approval to Hire Windels Marx PACIFIC PLEASANT: Voluntary Chapter 11 Case Summary PAPER BLAST CO: May Continue Using Cash Collateral Until April 22 PEORIA REGIONAL: $3.2M Sale of Peoria Commercial Property Approved PLEASANT POINT: Voluntary Chapter 11 Case Summary POLYMER ADDITIVES: S&P Downgrades ICR to 'CCC'; Outlook Negative POLYONE CORP: Egan-Jones Lowers Senior Unsecured Ratings to B+ PROJECT BOOST: Fitch Cuts LT IDR to 'B-' on Auto Sector Weakening PULMATRIX INC: Launches $8.0 Million Registered Direct Offering PVH CORP: Egan-Jones Lowers Senior Unsecured Debt Ratings to BB QUANTUM CORP: Secures $10M Loan from PNC Bank Under CARES Act RADIO DESIGN: Taps Brophy Schmor as Counsel in Audix Litigation RANGE PARENT: S&P Lowers ICR to 'CCC+'; Outlook Negative REGIONAL SITE: Cash Collateral Use Continued Through May 13 RICHARD MERCER: $161K Sale of Lexington Property to Gunter Approved ROCHESTER DRUG: Hires Epiq as Claims and Noticing Agent ROMA USA: Exclusivity Period Extended Until Aug. 18 RUBY'S DINER: Taps Raines Feldman as Labor Counsel RUSSELL CLARK: $116K Sale of Heavener Property to Mona Approved RUSSELL CLARK: $450K Sale of Heavener Property to Smiths Approved RYMAN HOSPITALITY: S&P Cuts ICR to 'B'; Outlook Negative SABRE CORP: S&P Downgrades ICR to 'B+; Outlook Negative SALEM MEDIA: S&P Downgrades ICR to 'CCC'; Outlook Negative SALUBRIO LLC: Hires Martin Seidler as Attorney SHARON E. HARRIS: $28K Sale of 2014 Peterbilt to D & K Approved SHEA HOMES: S&P Alters Outlook to Negative, Affirms 'B+' ICR SHEPPARD AND SON: $120K Cordele Property Sale to Massey/Griffin OKd SHIFT4 PAYMENTS: S&P Downgrades ICR to 'B-'; Outlook Negative SIX FLAGS: Egan-Jones Lowers Senior Unsecured Debt Ratings to B SM ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to CCC+ SPARTAN PROPERTIES: May 5 Disclosure Statement Hearing Set SPERLING RADIOLOGY: Seeks to Extend Exclusivity Period to June 8 SPERLING RADIOLOGY: Taps Kerry-Ann Rin as Financial Advisor STABLELIFT OF TEXAS: Case Summary & 20 Largest Unsecured Creditors STARION ENERGY: Unsec. Creditors Get At Least 75% Under Plan STREBOR SPECIALTIES: Hires Silver Lake Group as Counsel STURBRIDGE YANKEE: Creditors' Committee Retains Bernstein Shur SUNOPTA INC: Engaged Capital LLC, et al. Report 9.9% Equity Stake TADA VENTURES: Case Summary & 4 Unsecured Creditors TARONIS TECHNOLOGIES: Expands License Agreement with Taronis Fuels TARONIS TECHNOLOGIES: Investors Swap 1.4M Common Stock for Warrants TCN LIBERTY: Unsecureds to Get 100% Plus Interest in Plan TEAM HEALTH: Fitch Puts 'B-' LongTerm IDR on Watch Negative TOWN SPORTS: Weighing Chapter 11 Bankruptcy Filing TRUE COLOURS: Seeks to Hire Mitchell & Hammond as Counsel UNITED RESOURCE: Seeks Court Approval to Tap CBF Business Advisors UNITED W: Supreme Court Remands Tax Refund Case to Lower Court USS ULTIMATE HOLDINGS: S&P Lowers ICR to 'B-'; Outlook Negative VESTAVIA HILLS: Taps Harbuck Keith & Holmes as Licensing Counsel VINES AT TABOR: Hires Marcus & Millichap as Real Estate Broker WANSDOWN PROPERTIES: Taps Compass and Rosewood Realty as Brokers WATKINS NURSERIES: Allowed to Use Cash Collateral on Interim Basis WIRECO WORLDGROUP: S&P Downgrades ICR to 'B-'; Outlook Negative WYNDHAM HOTELS: S&P Lowers ICR to 'BB' on COVID-19 Travel Downturn XTL INC: Taps Cerone as Director of New Business Development YAK ACCESS: S&P Downgrades ICR to 'CCC+' on Tightening Liquidity [*] Goffman Joins Rothschild & Co as Global Advisory Vice Chair [*] Laura Appleby Joins Drinker Biddle's N.Y. Office as Partner [*] S&P Alters Outlook to Stable on 8 Affordable Housing Issues [] Oleg Mikhailov Joins AlixPartners as Managing Director [^] Large Companies with Insolvent Balance Sheet ********* 13 HOPE AVENUE: Proposed Sale of Worcester Property Withdrawn ------------------------------------------------------------- Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts withdrew 13 Hope Avenue Junction, LLC's proposed sale of the real property located at 13 Hope Avenue, Worcester, Massachusetts. The Debtor withdrew its proposed sale of the Property. The hearing set for April 16 2020 was cancelled. About 13 Hope Avenue Junction 13 Hope Avenue Junction, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-40591) on April 10, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $1 million and liabilities of less than $1 million. The case is assigned to Judge Christopher J. Panos. Kovacs Law, P.C., is the Debtor's counsel. 305 PETROLEUM: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: 305 Petroleum, Inc. 5028 Highway 305 Olive Branch, MS 38654 Business Description: 305 Petroleum, Inc. Chapter 11 Petition Date: April 20, 2020 Court: United States Bankruptcy Court Northern District of Mississippi Case No.: 20-11593 Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 E-mail: cmgeno@cmgenolaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Nrupesh Patel, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://is.gd/9uXSOX 9469 BEVERLY CREST: Has Until June 5 to File Plan & Disclosures --------------------------------------------------------------- Judge Neil W. Bason has entered an order approving the stipulation to continue the deadline for debtor 9469 Beverly Crest, LLC, to file a Disclosure Statement and a Plan from April 6, 2020, to June 5, 2020, between the Debtor and NVSI, Inc. A full-text copy of the order dated April 3, 2020, is available at https://tinyurl.com/sel86yg from PacerMonitor at no charge. The Debtor is represented by: JOHN N. TEDFORD IV DANNING, GILL, ISRAEL & KRASNOFF, LLP 1901 Avenue of the Stars, Suite 450 Los Angeles, California 90067-6006 Telephone: (310) 277-0077 Facsimile: (310) 277-5735 E-mail: jtedford@DanningGill.com About 9469 Beverly Crest LLC 9469 Beverly Crest LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). 9469 Beverly Crest LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-20000) on Aug. 26, 2019, in Los Angeles, California. In the petition signed by Martin Livingston, managing member, the Debtor was estimated with assets at $10 million to $50 million, and liabilities at $1 million to $10 million. Judge Neil W. Bason oversees the case. DANNING, GILL, DIAMOND & KOLLITZ, LLP, is the Debtor's counsel. A.J. MCDONALD: $1.3K Sale of Dump Trailer to Robert Approved ------------------------------------------------------------ Judge Robert A. Gordon of the U.S. Bankruptcy Court for the District of Maryland authorized A.J. McDonald Co., Inc.'s private sale of the 2016 Bri Mar 10k Dump Trailer, VIN 58CB1DA25GC002618, to Robert F Beall & Sons, Inc., for $1,300, free and clear of liens. All debts secured by present liens upon the property will be paid at settlement in full and final satisfaction of all liens. About A.J. McDonald Company A.J. McDonald Company, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-25670) on Nov. 29, 2018. At the time of the filing, the Debtor was estimated to have assets of less than $500,000 and liabilities of less than $500,000. The case is assigned to Judge Robert A. Gordon. The Debtor tapped Jeffrey M. Sirody and Associates, P.A., as its legal counsel. AIKIDO PHARMA: Closes $14 Million Registered Direct Offering ------------------------------------------------------------ AIkido Pharma Inc. has closed its previously announced registered direct offering with several institutional and accredited investors of 14,000,000 shares of its common stock at a purchase price of $1.00 per share, priced at-the-market under Nasdaq rules. The gross proceeds to the Company from the offering totaled $14.0 million, before deducting placement agent fees and other offering expenses. H.C. Wainwright & Co., LLC acted as the exclusive placement agent for the offering. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The shares of common stock were offered by AIkido pursuant to a shelf registration statement on Form S-3 (No. 333-220632), which was previously declared effective by the Securities and Exchange Commission. A final prospectus supplement and the accompanying prospectus relating to the common shares was filed by AIkido with the SEC and can be obtained at the SEC's website at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus relating to the registered direct offering may also be obtained by contacting H.C. Wainwright & Co., LLC, 430 Park Avenue, New York, New York 10022, by email at placements@hcwco.com or by phone at (646) 975-6996. About AIkido AIkido fka Spherix Incorporated was initially formed in 1967 and is a biotechnology company with a diverse portfolio of small-molecule anti-cancer therapeutics. The Company's platform consists of patented technology from leading universities and researchers and it is currently in the process of developing an innovative therapeutic drug platform through strong partnerships with world renowned educational institutions, including The University of Texas at Austin and Wake Forest University. The Company's diverse pipeline of therapeutics includes therapies for pancreatic cancer, acute myeloid leukemia (AML) and acute lymphoblastic leukemia (ALL). In addition, the Company is constantly seeking to grow its pipeline to treat unmet medical needs in oncology. Spherix Incorporated reported a net loss of $4.18 million for the year ended Dec. 31, 2019, compared to net income of $1.73 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $11.28 million in total assets, $750,000 in total liabilities, and $10.53 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 31, 2020 citing that the Company has historically incurred losses from operations 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. ALL CARE NOW: Fourth Interim Cash Collateral Order Entered ---------------------------------------------------------- Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois entered a fourth interim order authorizing All Care Now, LLC and Home Health and Infusion Options, Inc. to use cash collateral to pay post-petition expenses to third parties during the period through May 8, 2020. In return for the Debtors' continued interim use of cash collateral, Bank of America, N.A. is granted adequate protection for its asserted secured interests in Debtors' assets, which includes: (a) The Debtors will permit the Bank to inspect, upon reasonable notice, within reasonable business hours, the Debtors' books and records. (b) The Debtors must maintain and pay premiums for insurance to cover any insurable collateral from fire, theft and water damage. (c) Upon reasonable request, the Debtors must make available to the Bank evidence of that which constitutes its collateral or proceeds thereof. (d) Bank of America is granted replacement liens in assets that the Debtors acquire after the Petition Date, but only to the extent of the diminution in value of the assets in which it had pre-petition liens. A final hearing on the Cash Collateral Motion is scheduled to take place on April 30, 2020 at 9:30 a.m. A copy of the Fourth Interim Order is available for free at https://is.gd/JPUMDP from PacerMonitor.com. About All Care Now LLC and HHIO All Care Now, LLC ("ACN") is a health care provider in Chicago, Illinois. ACN is in the business of coordinating necessary clinical care and healthcare services between providers and patients including administrative functions, insurance authorizations, pharmaceutical services, and nursing and physical therapy management. ACN's primary customers are home-health agencies. It does not contract directly with hospitals or doctors. Home Health and Infusion Options, Inc. also known as HHIO -- https://www.hhio.net/ -- provides management services to ACN, including the services of Christopher Kujawski and Devin Barrett as managers, use of facilities and equipment, marketing support, and the use of numerous software licenses used in the operation of ACN's business. ACN and HHIO sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 19-33490) on Nov. 25, 2019. The petition was signed by Christopher Kujawski, manager/chief financial officer. At the time of the filing, ACN was estimated to have $1 million to $10 million in both assets and liabilities, while HHIO was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in debt. The Hon. Deborah L. Thorne is the case judge. HHIO is represented by FREEBORN & PETERS LLP. ANASTASIA HOLDINGS: S&P Downgrades ICR to 'CCC'; Outlook Negative ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Beverly Hills, Calif.-based color cosmetics company Anastasia Holdings LLC (Anastasia Beverly Hills or ABH) to 'CCC' from 'B-'. At the same time, S&P is lowering its issue-level rating on the company's credit facility to 'CCC' from 'B-'. S&P's '3' recovery rating remains unchanged, indicating its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery for lenders in the event of a default. The downgrade reflects ABH's tightening liquidity position as the negative effects of the coronavirus pandemic place unprecedented stress on the already struggling company. ABH has a high concentration among the retailers that are currently being forced to close their stores as part of the effort to slow the spread of the coronavirus in the U.S. The company's top two customers, Sephora and ULTA, account for approximately 60% of its sales. "We expect that the unprecedented drop in demand will severely affect ABH's credit metrics. The company was already struggling with the deterioration in its credit metrics due to the slowdown in the North American color cosmetics market and its high investment needs over the last year. We now believe ABH's adjusted leverage could spike well above 20x (over 10x excluding preferred stock) and anticipate that it will be unable to generate positive free operating cash flow before required tax distributions for 2020. Furthermore, we believe the company has less than $50 million of liquidity (including cash and revolver availability) to support its operations during this disruption," S&P said. In addition, its liquidity could be further strained if its customers ask for extensions of their payment terms and its inventories remain unsold at the temporarily closed stores. The negative outlook reflects S&P's belief that ABH may face difficulty in servicing its debt and could undertake a distressed exchange over the next few quarters given its deteriorating profitability and eroding liquidity due to the challenging conditions in the North American color cosmetics market and the sudden onset of the coronavirus pandemic. "We could lower our rating on ABH if a default or distressed exchange appears likely over the next six months. This could occur if the company is unable to improve its profitability and liquidity and it is clear that it will not have sufficient liquidity to make timely principal and interest payments or if a distressed exchange becomes imminent," S&P said. "We could raise our rating on ABH if we believe a distressed exchange or liquidity crunch is unlikely over the next 12 months, which would most likely occur because of an unexpected turnaround in its operations or a cash equity infusion by its owners without a restructuring event," the rating agency said. APOGEE HEALTHCARE: Case Summary & Unsecured Creditor ---------------------------------------------------- Debtor: Apogee Healthcare Holdings LLC 12427 Falconbridge Drive North Potomac, MD 29878 Business Description: Apogee Healthcare Holdings LLC is a privately held company with a focus on healthcare staffing businesses. Chapter 11 Petition Date: April 20, 2020 Court: United States Bankruptcy Court District of Delaware Case No.: 20-10973 Debtor's Counsel: Thomas G. Macauley, Esq. MACAULEY LLC 300 Delaware Avenue, Suite 1018 Wilmington, DE 19805 Tel: (302) 656-0100 E-mail: tm@macdelaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gerard E. Pilgrim, sole member. The Debtor listed Assurance Mezzanine Fund III, L.P. as its sole unsecured creditor holding a claim of $3,777,917. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/aLtxT3 ASP CHROMAFLO: S&P Alters Outlook to Negative, Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based ASP Chromaflo Holdings LP to negative from stable, and affirmed its 'B-' issuer credit rating on the company. The 'B' issue-level and '2' recovery ratings on the company's first-lien debt and the 'CCC' issue-level and '6' recovery ratings on the company's second-lien debt remain unchanged. "The negative outlook reflects our expectation that economic recessions in many parts of the world, including in the U.S., will depress Chromaflo's EBITDA and cause credit metrics to weaken in 2020. We expect Chromaflo to face challenging macroeconomic conditions over the next 12 months. In 2020, we believe the coronavirus pandemic will reduce demand because of government-mandated restrictions that lead people to defer activities such as home renovations and car purchases and declining business investments. This follows Chromaflo's slightly weaker-than-expected performance in 2019 due to adverse weather conditions in both the U.S. and Europe," S&P said. The negative outlook reflects S&P's view that Chromaflo could experience significantly weaker demand and growth in 2020 due to the global economic slowdown, causing credit metrics to deteriorate and constrain liquidity. Additionally, if the company were to use proceeds from its revolver to fund an acquisition or a dividend, its covenant would spring with modest cushion. In its base case, S&P expects negative revenue growth in 2020 due to the weak global economic environment, and margins to deteriorate slightly. It expects the company to remain highly leveraged, with weighted average debt to EBITDA between 7x and 8x. "We could consider a negative rating action over the next 12 months if Chromaflo experiences weaker-than-expected end-market demand due to the global recession. In such a scenario, debt to EBITDA approaches double digits, a level we would consider unsustainable, likely driven by EBITDA margins dropping 200 basis points more than expected. We could also consider a downgrade if liquidity sources over uses materially weakens to less than 1.2x or, against our current expectations, if the company completes a large debt-funded acquisition or dividend recapitalization given the financial sponsor ownership. In such a scenario, the company could use proceeds from the revolver for funding, leading to limited cushion or a potential breach in covenants. Lastly, we could consider a downgrade if the company does not take steps to address the maturity of its revolver before it becomes current in November 2020 and liquidity concurrently weakens," S&P said. "We could revise the outlook to stable within the next 12 months if it appears evident that the company will weather the recession without significant deterioration in its credit measures or liquidity position. We could take a positive rating action within the next 12 months if the company's operating performance is stronger than we expect in our base case, such that pro forma debt leverage remains below 7.0x on a sustained basis by improving EBITDA margins 200 basis points beyond our expectations. This could happen if we see a more favorable economic environment and there is higher construction and remodeling activity. We would also need clarity that the company's financial policies would support credit measures at these levels after factoring in its growth initiatives," the rating agency said. ATLANTIC HOUSING: S&P Alters Outlook to Negative ------------------------------------------------ S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB+' rating on Capital Trust Agency, Fla.'s subordinate multifamily housing revenue bonds, series 2017B, issued for Atlantic Housing Foundation (AHF). "The negative outlook reflects our view of the potentially severe and ongoing impacts on the transaction associated with the COVID-19 pandemic," said S&P Global Ratings credit analyst Adam Torres. The transaction consists of five properties: three unaffiliated student housing properties, one independent senior living property, and one unenhanced affordable housing property. While management reports that occupancy rates are stable at all properties, S&P believes that longer-term uncertainty exists, due to the unknown duration and spread of the novel coronavirus throughout the country as a health and safety social risk under the rating agency's environmental, social and governance (ESG) factors. S&P believes the pandemic presents near-term liquidity pressure to operations and debt service payments and could create long-term downward pressure on credit quality. The outlook revision follows S&P's updated overall view of all U.S. public finance sectors. The negative outlook reflects at least a one-in-three likelihood of a negative rating action over the next year," added Mr. Torres. All three university campuses in question have already shuttered in-person classes, and while the associated properties within the portfolio remain in operation--with stable occupancy and collections--S&P believes that extended remote learning into the 2020-2021 academic year will jeopardize ongoing revenues. In addition, S&P believes that the lack of clarity around the duration of the COVID-19 outbreak will result in weaker-than-expected fall 2020 enrollment at U.S. colleges and universities, adding to occupancy risks. S&P also believes that with respect to the independent senior-living property in the transaction, there are social risks that the rating agency views as being above the sector standard, reflected in the project's vulnerability to declines in occupancy and revenues, as well as increased expenses. Furthermore, although AHF's senior lien is subject to a Fannie-Mae guarantee, in the event that this guarantee is required due to the obligor's inability to meet mortgage payments from operating revenues, it is unclear what effect this would have on the subordinate bonds referenced in this report. Note that while S&P Global Ratings rates the senior lien (AA+/Stable), that tranche has not been reviewed at this time, as it falls under Federally Enhanced Housing criteria. S&P Global Ratings will continue to monitor and evaluate the effects of this fluid and fast-moving situation. Therefore, while the outlook period is for one year, further review and rating action could occur at any time. AUTOMATION PRECISION: Taps Dixon Hughes Goodman as Accountant ------------------------------------------------------------- Automation Precision Technology, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Dixon Hughes Goodman LLP as its accounting firm and accountant. The Debtor seeks to employ the firm to prepare and file federal and state tax returns for 2019, and future years while its Chapter 11 case is pending. The Debtor owed the firm $5,865 for accounting services rendered pre-petition. The firm has agreed to waive the entire amount. John F. McDowell, an accountant at Dixon Hughes Goodman LLP, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) and as required under Section 327(a) of the Bankruptcy Code. The firm can be reached through: John F. McDowell DIXON HUGHES GOODMAN LLP 4350 Congress Street # 900 Charlotte, NC 28209 About Automation Precision Technology, LLC Automation Precision Technology -- https://www.apt-llc.com/ -- is a logistics service provider serving U.S., international & commercial markets. The Company offers IT & information assurance services, logistics integration, professional & technical services, and training services. APT filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-74509), on Dec. 7, 2019. The petition was signed by Anthony Reid, its managing member. The case is assigned to Judge Stephen C. St. John. At the time of filing, the Debtor had $262,172 in assets and $8,750,000 in liabilities. The Debtor tapped Kelly M. Barnhart, Esq. at Roussos & Barnhart PLC as its counsel and Dixon Hughes Goodman LLP as its accountant. AYTU BIOSCIENCE: Confirms Export & Delivery of COVID-19 Rapid Tests ------------------------------------------------------------------- Aytu BioScience, Inc., announced that export and delivery of the Company's incoming COVID-19 rapid tests remains on track as previously announced. Additionally, the Company is in late-stage negotiations to secure rights to distribute a second COVID-19 IgG/IgM rapid test, which is approved by China's National Medical Products Administration (NMPA). Josh Disbrow, chief executive officer of Aytu BioScience, commented, "Since the Company began taking the fight to COVID-19, we have continued to aggressively search for and evaluate diagnostic tests and other novel technologies that may complement our current product offering and benefit COVID-19 patients. Also, given the nationwide shortage of tests, we believe we are obligated to secure as many additional tests as we can to help with this shortage. To that end, I am excited to say we're in the final stages of securing yet another IgG/IgM antibody rapid test for U.S. distribution. This test is already approved by China's NMPA, is being regularly exported from China, and has strong clinical performance. By securing this additional antibody test, we expect to have an even greater supply to fulfill the substantial demand we're experiencing. We all need to continue to do the very best we can to help COVID-19 patients and those medical professionals for whom they care." Mr. Disbrow continued, "On March 31, an announcement was made by China's Ministry of Commerce restricting the export of medical materials that have not obtained approval from the NMPA. It is important to note that just yesterday the Associated Press released an article titled, 'China says no plans to limit export of anti-virus supplies.' The article states: 'Commerce Ministry spokesman Gao Feng said Beijing has taken steps to speed up customs clearance while ensuring the quality of exported epidemic-prevention goods. Gao said Thursday, 'China has not and will not restrict the export of epidemic prevention materials.' These statements provide us with confidence and are consistent with the information we continue to receive from our test kit licensor. We remain confident about the timely delivery of the Company's incoming order of COVID-19 IgG/IgM tests," commented Mr. Disbrow. Mr. Disbrow concluded, "We have received further confirmation that the COVID-19 IgG/IgM Rapid Test manufactured by Zhejiang Orient Gene is in the approval process with NMPA. We remain highly confident in the test's clinical performance as recently demonstrated in a published, third-party peer-reviewed study and believe that the Zhejiang Orient Gene COVID-19 IgG/IgM Rapid Test is a reliable test in detecting COVID-19 antibodies. The independent study demonstrates test accuracy of 98.0% and 94.1% for IgG and IgM, respectively, when using PCR-positive cases as true positives, which we believe establishes strong clinical utility of the test." The Company will continue to inform its stakeholders about its continuing developments relating to its COVID-19 fight and the progress of the Aytu BioScience business. About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty pharmaceutical company focused on commercializing novel products that address significant patient needs. The company currently markets a portfolio of prescription products addressing large primary care and pediatric markets. The primary care portfolio includes (i) Natesto, an FDA-approved nasal formulation of testosterone for men with hypogonadism, (ii) ZolpiMist, an FDA-approved oral spray prescription sleep aid, and (iii) Tuzistra XR, an FDA-approved 12-hour codeine-based antitussive syrup. Aytu Bioscience reported a net loss of $27.13 million for the year ended June 30, 2019, compared to a net loss of $10.18 million for the year ended June 30, 2018. As of Dec. 31, 2019, the Company had $74.48 million in total assets, $57.39 million in total liabilities, and $16.76 million in total stockholders' equity. Plante & Moran, PLLC, in Denver, CO, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Sept. 26, 2019, on the Company's consolidated financial statements for the year ended June 30, 2019, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BAGELS N' CREAM: Seeks to Extend Exclusivity Period to June 6 ------------------------------------------------------------- Bagels N' Cream, LLC asked the U.S. Bankruptcy Court for the District of New Jersey to extend to June 6 the period during which only the company can file a Chapter 11 plan. Attorney for Bagels N' Cream, Scott Kaplan, Esq., of the Law Offices of Scott E. Kaplan, LLC, will appear before the bankruptcy court on May 7, at 10:00 a.m. or as soon thereafter as counsel can be heard, to seek for an extension of the exclusivity period. About Bagels N' Cream Bagels N' Cream, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-29019) on Oct. 7, 2019, estimating under $1 million in assets and liabilities. Judge Michael B. Kaplan oversees the case. Debtor hired The Law Offices of Scott E. Kaplan, LLC as bankruptcy counsel; the Law Offices of Sklar Smith-Sklar as special counsel; and Anthony Nini, CPA, as accountant. BASIM ELHABASHY: $1.1M Sale of Boca Raton Property Approved ----------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida denied Basim Elhabashy's proposed sale of the real property located at 1501 SW 4th Avenue, Boca Raton, Florida, legally described as Lot 15 Block 1, in ESTOVILLE, according to the Plat thereof as Recorded in Plat Book 34 page 164 if the Public Records of Palm Beach County, Florida, to Daniel Neuman and Katherine Roule for $1,104,000. The sale is free and clear of all liens, claims, interests, mortgages, and encumbrances. The property bears the following liens: a. Internal Revenue Service Federal Tax Lien recorded on March 27, 2017 at Official Records Book 28974, Page 650, Public Records of Palm Beach County, Florida; b. City National Bank of Florida Mortgage recorded on June 3, 2011 at Official Records Book 24559, Page 0317, Public Records of Palm Beach County, Florida. c. Ibrahim Rahmani recorded mortgage dated August 22, 2019 at Official Records Book 30841, Page 744, Public Records of Palm Beach County, Florida; City National Bank of Florida will be paid in full at closing. The Order, to the extent necessary, will be considered a Certificate of Non-Attachment as to the real property as more fully described by the Internal Revenue Service for Federal Tax Lien recorded on March 27, 2017 at Official Records Book 28974, Page 650, Public Records of Palm Beach County, Florida and as to all proceeds except the 50% being paid. While the IRS will retain a lien on the net proceeds other than the 50% being paid directly to the IRS at closing (except for the expenses and fees listed, such funds are allowed to be used by the Debtor to purchase a new homestead and any such lien will be subrogated to a purchase-money mortgage). After payment of usual and ordinary closing costs including brokers commissions, Independence Title will disburse 50% of the net proceeds to Secured Creditor, Internal Revenue Service. Independence Title is authorized to pay any brokers commissions directly at closing without further order from the Court. The remaining 50% of the net proceeds will be disbursed to Rappaport Osborne & Rappaport, PLLC Trust Account, to be used for payment of U.S. Trustee's fees, Debtors bankruptcy attorney fees and administrative expenses. The remaining balance will be held in an interest bearing escrow account by Rappaport Osborne & Rappaport, PLLC until such time as Debtor purchases a new homestead or as per any additional Orders from the Court. The mortgage of Ibrahim Rahmani listed herein will be released as a lien against the real property and will attach to all remaining proceeds after payments listed with such proceeds only being used to purchase a new homestead by the Debtor. Ibrahim Rahmani will be permitted to record the mortgage against any subsequently purchased home only after the purchase is completed and with the understanding that such mortgage will be inferior to any purchase-money mortgage as well as the IRS lien recorded in the public records. Within 10 days of being provided proof of such costs, the Debtor will pay the actual costs of recording such mortgage in the official records book of Palm Beach County to the extent such costs are incurred. The Debtor will pay an additional $15,000 towards the outstanding mortgage of Ibrahim Rahmani with 120 days of the closing on the property requested. Failure to pay this amount within such time period will create an additional $15,000 penalty which will be in addition to any amounts still owed on the original mortgage. Such penalty will increase the total amount owed on the existing mortgage of Ibrahim Rahmani against the Debtor. The Counsel for the Debtor will file a Notice of Filing of the instant Order within Case No.:50-2013-CA-009905 in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida. The Debtor will use the proceeds herein to purchase a new homestead in Florida and will enter in a contract to purchase within 1 year of the closing on the sale of the existing Homestead. The Court retains jurisdiction should the Debtor not purchase a home within the allotted time to allow either the IRS or Ibrahim Rahmani to seek execution upon such funds. Ibrahim Rahmani is granted a surcharge on the 50% net proceeds due to the Debtor in the amount of $13,000 of which $3,000 is additional attorneys fees and $10,000 which will be applied as a payment towards the outstanding Mortgage held by Ibrahim Rahmani. The Counsel for Debtor will distribute such surcharge amount upon receipt of cleared funds from the closing approved. The liens of the Internal Revenue Service and Ibrahim Rahmani will attach to net proceeds which Debtor intends to use to purchase a new home. Such liens, regardless of when recorded in the future, will have the same priority as exists today with the Internal Revenue Service having priority over Ibrahim Rahmani. Such liens will be subrogated to a future mortgage. Any requirements to pay monies from proceeds and/or to pay Ibrahim Rahmani funds within 120 days of closing are contingent upon closing. A hearing on the Motion was held on March 19, 2020. Basim Elhabashy sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 18-15440) on May 7, 2018. Jordan L. Rappaport, Esq., serves as counsel to the Debtor. BCP RENAISSANCE: Fitch Cuts Sec. Debt Rating to B+, Outlook Neg. ---------------------------------------------------------------- Fitch Ratings has downgraded BCP Renaissance Parent LLC's senior secured debt rating to 'B+' from 'BB-'. The Rating Outlook has been revised to Negative from Stable. In addition, Fitch maintains the 'RR3' Recovery Rating on the senior secured debt. RATING RATIONALE The rating reflects increased exposure to weak or unrated counterparties for most revenue at the Rover Pipeline entity and significant refinance risk at BCP in 2024 when the project's term loan Bs (TLB) mature. Credit deterioration among nearly all of Rover's contracted shipper exploration and production counterparties has occurred since late 2019, driven by weak commodity prices. The sharp decrease in global energy demand due to the impacts of the coronavirus pandemic and recent actions of certain OPEC+ members have further intensified credit pressure on these producers. Counterparty risk is partly mitigated by the project's favorable position of offering firm transportation to export natural gas volumes produced in the Marcellus and Utica regions into higher priced hubs, though there is significant competition for this service. Under revised rating case assumptions, leverage at TLB maturity is 8.6x. The recovery rating reflects a default scenario in which BCP is assumed unable to refinance its debt at maturity and the recovery valuation is based on a significant loss of volumes from low or unrated shippers. The recent outbreak of coronavirus and related government containment measures worldwide creates an uncertain global environment for oil and natural gas in the near term. Material changes in revenues are occurring across the sector and are likely to worsen in the coming weeks and months as economic activity suffers and government restrictions are maintained or expanded. Fitch's ratings are forward-looking in nature, and Fitch will monitor developments in the sector as a result of the virus outbreak as it relates to severity and duration, and incorporate revised base and rating case qualitative and quantitative inputs based on expectations for future performance and assessment of key risks. KEY RATING DRIVERS Fixed-Price Contracts - Revenue Risk: Midrange Revenue risk primarily reflects the fixed-price structure of the take-or-pay shipping contracts at Rover that are intended to provide revenue stability through 2032. However, these revenues are significantly exposed to shippers that have weak creditworthiness or are unrated by Fitch. In the event that a shipper is unable to meet its commitments, Rover would be forced to remarket capacity at prevailing market rates, which may demonstrate high volatility. The potential for a longer-term reduction in demand and the good prospects of competing pipeline development could put downward pressure on the pricing of any remarketed capacity. Abundant Natural Gas - Supply Risk: Midrange Fitch believes Rover should be able to remarket most capacity based on the fundamental economics of the Marcellus and Utica shale production regions in the near to medium term. Rover provides shippers with access to multiple regions of steady industrial demand and gas storage locations such that shipper netbacks would improve considerably versus local markets that are oversupplied due to a lack of takeaway capacity. The competitive position of Rover should support strong utilization of the pipeline system going forward, although pricing could be lower than originally contracted following any potential shipper bankruptcy or increased competition. Established Operating Profile - Operation Risk: Midrange Operation risk is generally low based on the evaluation of the independent technical expert, the asset's low complexity, the use of conventional technology, and the operator's extensive experience. Tempering the otherwise low-risk operating profile is the limited operating history of the pipeline system and the lack of risk transfer from the Rover operating company to third parties. High Leverage and Refinance Risk - Debt Structure: Weaker BCP's debt structure includes initially high leverage, variable interest rate risk, and significant refinancing risk. The term loans employ a partially amortizing structure that triggers a balloon payment at maturity, and BCP's ability to refinance will depend on the efficacy of a cash sweep. Financial metrics are adequate during the seven-year tenor of the term loans, but BCP's project life coverage ratio around the time of debt maturity falls to well below 1x under rating case assumptions. The risk of structural subordination of BCP's indebtedness to Rover is low due to the lack of the distribution covenants at Rover in conjunction with restrictions on additional indebtedness and capital expenditure activity at Rover. Financial Profile Under rating case conditions, through 2024, the annual DSCR averages 1.26x with a minimum of 1.24x. Leverage is 8.6x at TLB maturity in September 2024 and remains above 8x until 2032. Assuming the TLB balance at maturity is refinanced into the same TLB structure, there is about $435 million in debt outstanding by late 2037. PEER GROUP Fitch has assigned investment-grade ratings to comparable pipeline systems Ruby Pipeline LLC (BBB-/Negative), and Rockies Express Pipeline, LLC (BBB-/Negative). BCP's current leverage is about 10x, which is considerably weaker than the leverage (under 4.0x) exhibited by these higher rated peers that also generally have a stronger mix of shipper counterparties. BCP and Rockies have significant revenue coverage under long-term take-or-pay contracts while Ruby's contract support currently falls off in 2021. Additionally, debt at the peer pipelines is directly at the operating level. BCP has the potential to rapidly de-lever under the term loans, suggesting some capacity to improve the capital structure over time if economic conditions are favorable and the shipper contracts remain in force. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Financial performance that allows BCP to consistently meet targeted amortization and reduce leverage below 8.0x; -- Improvement in the credit quality of the shipper counterparties to the 'BB' rating category, along with a proportion of contracted revenue that exceeds 75% of total projected revenue. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Increased exposure to material merchant risk following a shipper bankruptcy, such that Rover is forced to remarket capacity at lower-than-contracted pricing; -- Adverse market conditions that interfere with BCP's ability to meet target amortization levels and/or refinance the balloon maturity in 2024, particularly if leverage exceeds 10x absent mitigating factors; -- Additional indebtedness at Rover that is not offset by an increase in revenue, such that cash distributions to BCP fall materially below base case levels. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Public Finance issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. TRANSACTION SUMMARY BCP is a special purpose company created to finance and acquire a minority equity interest in Rover which consists of a greenfield 713-mile interstate pipeline designed to transport 3.25 bcf/d of natural gas that was completed in Nov 2018. The pipeline is primarily situated in northern Ohio, extending from the Vector Pipeline interconnection in southeastern Michigan to Ohio's eastern border, with laterals reaching into West Virginia and Pennsylvania. In April 2020, the Federal Energy Regulatory Commission approved Rover's request to increase its mainline capacity by 175 bcf/d, bringing total capacity to 3.425 bcf/d. Rover links stranded natural gas production in the Marcellus and Utica shale regions with major markets to take advantage of basis spreads. The project currently has contracted 92% of the pipeline's capacity with seven producers/shippers under long-term take-or-pay agreements with 15- to 20-year terms. Energy Transfer L.P. (ET) managed the development and construction of Rover and currently operates it. CREDIT UPDATE All of the shippers that pay contracted revenue to the Rover pipeline have experienced credit deterioration in past several months. Currently, about 82% of revenue is earned from counterparties that are rated by Fitch at 'B' or below or not rated. The most significant recent event was Fitch's downgrade of shipper Antero Resources Corp. to 'B' from 'BB-'. Antero provides about 19% of revenue in Fitch's cases. All of the shippers on Rover have all or nearly all of their core E&P operations in the Marcellus and Utica regions. So, access to firm transportation to take gas production out of the region to higher priced markets is essential to success for all of them. Most of the companies produce significant volumes of gas, and each continues to plan for significant capex in 2020 to keep E&P operations moving forward. The overall business model is generally good given long-term demand for natural gas and abundant reserves in the region. Rover had very high utilization rates throughout the first quarter of 2020. However, the firms are currently suffering low gas and natural gas liquids pricing in advance, for most, of significant debt refinancing in the next 12 to 18 months or leverage metrics that have eroded with EBITDA declines. While natural gas price differentials remain significant between Dominion South, the basis price for Rover's supply region, and the Midwest Hub in Defiance and Dawn Hub in Canada, the costs of firm transmission on Rover represents a very significant cost that materially erodes the netback to the basin shippers at current prices. Continued low natural gas and natural gas liquids prices could lead some shippers to attempt to reduce their volume commitments on export pipelines out of the basin or to seek reductions to contract pricing. FINANCIAL ANALYSIS In its base case, Fitch assumes current levels of contract and spot volumes through term loan maturity in 2024, reflecting actual performance along with current pipeline utilization rates. After the maturity date, Fitch applies a 10% reduction to spot revenues and all revenues associated with low speculative-grade shippers through the forecast period to late 2037. The reduction recognizes the potential for a shipper bankruptcy or attempts to seek price or volume relief and is approximately equivalent to the loss of all merchant revenues, or the revenues associated with one of the speculative grade shippers other than Ascent Utica. During the term loan tenor, annual DSCRs average about 1.4x. At term loan maturity, leverage is about 7.5x. In 2024, Fitch assumes an effective extension of the term facility and the cash sweep at an all-in average interest rate of about 8%. The debt is fully repaid by last 2037, with annual DSCRs averaging 1.9x over the period. At term loan refinance, the PLCR based on revenue through late 2037 is about 1.0x. Fitch's rating case further sensitizes the base case assumptions through a 10% increase in O&M costs and an additional 10% haircut to low-speculative grade shipper and spot-related revenue. During the term loan tenor, annual DSCRs average about 1.3x. At term loan maturity, leverage is about 8.6x. In 2024, Fitch assumes an effective extension of the term facility and the cash sweep at an all-in average interest rate of about 8%. In the case, there is about $435 million in debt outstanding in late 2037. Over this period, the annual DSCRs average about 1.4x. At term loan refinance, the PLCR based on revenue through late 2037 is about 0.9x. Recovery Rating Given the completion and strong market performance of Rover and continued strong growth in production on natural gas from the Marcellus, the recovery scenario is that Rover experiences a permanent 30% reduction in volumes from shippers rated below the 'BB' category or unrated and from spot sales starting in 1Q 2021. In this scenario, default is assumed to occur at maturity in 2024 when the debt service reserve is exhausted. EBITDA (or rather, distributed cash from Rover to BCP) is about $85 million annually, giving an enterprise value of $760 million (vs BCP's approximate $2 billion share of the Rover $6 billion capital outlay) based on an 8x EBITDA multiple. Total value for lenders is EV less 10% for administrative claims, or $612 million. This value provides 54% return on the $1.17 billion in term loan debt outstanding at maturity in this scenario, which maps to a recovery rating of RR3. ESG Considerations: 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. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS Antero Resources Corp's IDR was downgraded by Fitch on April 2, 2020 to 'B' from 'BB'. BLINK CHARGING: Inks $20 Million Sales Agreement with Roth Capital ------------------------------------------------------------------ Blink Charging Co. entered into a sales agreement with Roth Capital Partners, LLC to conduct an "at-the-market" equity offering program pursuant to which the Company may issue and sell from time to time shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $20,000,000 through the Agent, as the Company's sales agent. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company's instructions. The Company has no obligation to sell any of the Shares, and may at any time suspend sales under the Sales Agreement or terminate the Sales Agreement in accordance with its terms. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to an aggregate fixed commission of 3.0% of the gross proceeds from Shares sold. Sales of the Shares under the Sales Agreement will be made in transactions that are deemed to be "at-the-market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers' transactions, including on the Nasdaq Capital Market, at market prices or as otherwise agreed to with the Agent. A "shelf" registration statement on Form S-3 for the Shares was filed with the Securities and Exchange Commission, which became effective on Sept. 16, 2019, and a prospectus supplement thereto was filed with the SEC on April 17, 2020. About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID), formerly known as Car Charging Group, Inc. -- http://www.CarCharging.com/-- is an owner/operator of electric vehicle ("EV") charging stations in the United States and a growing presence in Europe, Asia, Israel, the Caribbean, and South America. Blink offers both residential and commercial EV charging equipment, enabling EV drivers to easily recharge at various location types. The Company reported a net loss attributable to common shareholders of $9.65 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common shareholders of $26.88 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, Blink Charging had $11.95 million in total assets, $4.51 million in total liabilities, and $7.43 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 2, 2020 citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BREDA: Unsecureds to Get Annnual Net Operating Revenue ------------------------------------------------------ Debtor Breda, a Limited Liability Company, filed on April 3, 2020, an Amended Disclosure Statement with respect to its Second Amended Plan of Reorganization dated March 5, 2020. The Debtor owns and operates a high-end inn facility located in Camden, Maine, known as the Camden Harbour Inn. Under the Plan, the Debtor will primarily use the revenue generated by the Camden Harbour Inn and Natalie's to fund the Debtor's obligations under the Plan. The Debtor's revenue projections include annual increased revenue in 2020 from operations of 7.0% over the revenue in 2019. The Debtor intends to use the monthly revenue to fund the Debtor's operating expenses and the obligations under the Plan, including to satisfy Administrative Claims (including Professional Fees and Expenses). Under the Plan, the Debtor will pay amounts equal to the Debtor's obligations to Red Oak in Class 1 pursuant to the Red Oak Loan Documents. Any Assets which secure the Class One Claim will continue to secure the Class One Claim after the Confirmation Date. Under the Plan, the Debtor will make annual payments on a pro rata basis to the Claimants holding Allowed Unsecured Claims in Class Three equal to Annual Net Operating Revenue. The Class Three Claims will not be paid interest. The first annual payment under the Plan for Allowed Claims in Class Three will be made on or before July 31, 2021, based on the Annual Net Operating Income for the period of July 1, 2020, to June 30, 2021, or on or before July 31 of the year in which any Allowed Unsecured Claim has been finally determined by agreement of the Debtor and each Holder of an Allowed Unsecured Claim or through a Final Order of the Bankruptcy Court. Each successive annual payment of Annual Net Operating Revenue will be made on or before July 31 of each subsequent year. Under the Plan, holders of interests in Class Four will retain their current equity interests in the Debtor, but there will be no distributions with respect to such interests until the unclassified claims and the claims in Classes One through Three are fully satisfied in accordance with the terms of the Plan. A full-text copy of the Amended Disclosure Statement dated April 3, 2020, is available at https://tinyurl.com/txrga93 from PacerMonitor at no charge. The Debtor is represented by: D. Sam Anderson, Esq. Adam Prescott, Esq. BERNSTEIN, SHUR, SAWYER & NELSON, P.A. 100 Middle Street, P.O. Box 9729 Portland, ME 04104-5029 Telephone: (207) 774-1200 E-mail: sanderson@bernsteinshur.com aprescott@bernsteinshur.com About Breda and Tempo Dulu Breda, a Limited Liability Company, and Tempo Dulu, LLC, own the Camden Harbour Inn and the Danforth Inn located in Camden and Portland, Maine, respectively. Breda and Tempo Dulu sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 18-20157) on March 28, 2018. In the petitions signed by Raymond Brunyanszki, member, the Debtors each estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Michael A. Fagone oversees the case. The Debtors tapped Bernstein, Shur, Sawyer & Nelson, P.A., as their legal counsel. BROADVISION INC: ESW to Get 100% Equity Stake in Prepack Plan ------------------------------------------------------------- BroadVision, Inc., filed a Prepackaged Plan of Reorganization and a corresponding Disclosure Statement. The Debtor has proposed a May 14, 2020 combined hearing on the Plan and Disclosure Statement. The proposed sponsor of the Plan is ESW Capital, LLC, an existing shareholder of the Debtor. On March 27, 2020, the Debtor and the Consenting Stakeholders entered into the restructuring support agreement, the assumption of which is subject to a separate motion filed concurrently herewith, that sets forth the principal terms of the Restructuring and requires the parties thereto to support the Plan. As set forth in the Plan, the Restructuring contemplates a comprehensive in-court restructuring of claims against and interests in the Debtor that will preserve the going-concern value of the Debtor's businesses, maximize recoveries available to all constituents, and provide for an equitable distribution to the Debtor's stakeholders. Generally, the Plan provides for (1) the reorganization of the Debtor by retiring, cancelling, extinguishing and/or discharging all Interests; (2) the funding of the Cash Consideration by the Plan Sponsor, (3) the distribution of Available Cash to holders of Allowed Claims and Interests in accordance with the priority scheme established by the Bankruptcy Code or as otherwise agreed; and (4) the issuance of 100% of the New Equity in the Reorganized Debtor to ESW. Class 3 General Unsecured Claims are unimpaired, projected to recover 100 percent. On or about the Effective Date, each holder of an Allowed General Unsecured Claim shall receive, on account of and in full and complete settlement, release and discharge of, and in exchange for its Allowed General Unsecured Claim, payment of its Claim in full in Cash. The Debtor has approximately $400,000 in remaining cash. While these funds are believed to be sufficient to permit the Debtor to fund its chapter 11 plan without the need for debtor-in-possession financing, it is clear that absent a restructuring, the Debtor's already tenuous cash position will continue to worsen, and recoveries to the Debtor’s creditors and shareholders will be at significant risk. A full-text copy of the Disclosure Statement dated March 30, 2020, is available at https://tinyurl.com/t87b9ak from PacerMonitor.com at no charge. Proposed counsel to the Debtor: Joshua D. Morse DLA PIPER LLP (US) 555 Mission Street, Suite 2400 San Francisco, California Telephone: (415) 836-2500 - and - R. Craig Martin DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, Delaware 19801 Telephone: (302) 468-5700 About BroadVision BroadVision, Inc. -- https://broadvision.com/ -- develops, markets, and supports enterprise portal applications that enable companies to unify their e-business infrastructure and conduct interactions and transactions with employees, partners, and customers through a personalized self-service model. BroadVision, Inc., based in Redwood City, CA, filed a Chapter 11 petition (Bankr. D. Del. Case No. 20-10701) on March 30, 2020. In the petition signed by Pehong Chen, president, chief executive officer and interim chief financial officer, the Debtor disclosed $4,447,000 in assets and $2,489,000 in liabilities. The Hon. Christopher S. Sontchi oversees the case. DLA Piper LLP(US) serves as bankruptcy counsel to the Debtor. Epiq Corporate Restructuring, LLC, is claims and noticing agent. BROWNIE'S MARINE: Sells 20 Million Shares of Common Stock --------------------------------------------------------- Brownie's Marine Group, Inc. sold an aggregate of 20,000,000 shares of its common stock at a purchase price of $0.025 per share in private transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on exemptions provided by Section 4(a)(2) of that act. The purchasers who were accredited investors included Mr. Charles F. Hyatt, a member of the Company's Board of Directors, who purchased 10,000,000 shares of common stock. The Company did not pay any commissions or finder's fees and is using the proceeds for working capital. 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. CAMBER ENERGY: Increases Authorized Common Shares to 25 Million --------------------------------------------------------------- Camber Energy, Inc. held a special meeting of stockholders on April 16, 2020, at which the stockholders: (1) approved the filing of an amendment to the Company's Articles of Incorporation to increase the number of its authorized shares of common stock from 5,000,000 to 25,000,000; (2) approved the issuance of such number of shares of common stock exceeding 19.99% of the Company's outstanding common stock, issuable upon conversion of the 525 shares of Series C Preferred Stock, including shares issuable for dividends and conversion premiums thereon sold and agreed to be sold, pursuant to that certain Stock Purchase Agreement entered into with an institutional investor on Feb. 3, 2020, and approved the terms of such February 2020 Stock Purchase Agreement; and (3) authorized the Board, in its discretion, to adjourn the Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the Proposals listed above at the time of the Meeting. On April 16, 2020, pursuant to the authorization and approval provided by the stockholders of Camber Energy at the Meeting, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase its authorized shares of common stock, $0.001 par value per share, from 5 million shares to 25 million shares, which filing became effective on the same date. As of the close of business on April 16, 2020, the Company had 4,999,999 shares of common stock issued and outstanding. As a result of the increase in authorized shares of common stock in connection with the filing of the Amendment, the Company now has a total of 20,000,001 shares of common stock available for future issuances. Those shares are available for issuance from time to time in transactions approved by the Board of Directors, and for issuances of shares of common stock upon conversion of outstanding shares of our Series C Redeemable Convertible Preferred Stock, which are in the sole discretion of the Series C Preferred Stock holder. As of April 16, 2020, the Company had 2,819 shares of Series C Preferred Stock issued and outstanding, which the Company estimates are currently convertible into approximately 82 million shares of common stock (when including shares issuable as conversion premiums on the Series C Preferred Stock, and based on the current trading price of the Company's common stock), which number increases as the trading value of the Company's common stock decreases. The Company stated, "The issuance of common stock upon conversion of the Series C Preferred Stock will result in immediate and substantial dilution to the interests of other stockholders. Although the holder of such Series C Preferred Stock (the "Series C Holder") may not receive shares of common stock exceeding 9.99% of our outstanding shares of common stock immediately after affecting such conversion, this restriction does not prevent the Series C Holders from receiving shares up to the 9.99% limit, selling those shares, and then receiving the rest of the shares it is due, in one or more tranches, while still staying below the 9.99% limit. Additionally, the continued sale of shares issuable upon successive conversions will likely create significant downward pressure on the price of our common stock as the Series C Holder sells material amounts of our common stock over time and/or in a short period of time. This could place further downward pressure on the price of our common stock and in turn result in the Series C Holders receiving an ever increasing number of additional shares of common stock upon conversion of its securities, and adjustments thereof, which in turn will likely lead to further dilution, reductions in the exercise/conversion price of the Series C Holders' securities and even more downward pressure on our common stock, which could lead to our common stock becoming devalued. In addition, the common stock issuable upon conversion of the Series C Preferred Stock will represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company's stock in the market than there is demand for that stock. W hen this happens the price of the company's stock will decrease, and any additional shares which shareholders attempt to sell in the market will only further decrease the share price. As conversions of Series C Preferred Stock and sales of such converted shares take place, the price of our common stock will likely decline in value." About Camber Energy Based in Houston, Texas, Camber Energy -- http://www.camber.energy -- is primarily engaged in the acquisition, development and sale of crude oil, natural gas and natural gas liquids from various known productive geological formations, including from the Hunton formation in Lincoln, Logan, Payne and Okfuskee Counties, in central Oklahoma; the Cline shale and upper Wolfberry shale in Glasscock County, Texas; and Hutchinson County, Texas, in connection with its Panhandle acquisition which closed in March 2018. As of Dec. 31, 2019, Camber Energy had $5.10 million in total assets, $2.02 million in total liabilities, and $3.08 million in total stockholders' equity. For the nine months ended Dec. 31, 2019, the Company reported a net loss of $3.40 million. At Dec. 31, 2019, the Company's total current assets of $2.4 million exceeded its total current liabilities of approximately $2.0 million, resulting in working capital of $0.4 million, while at March 31, 2019, the Company's total current assets of $8.2 million exceeded its total current liabilities of approximately $2.1 million, resulting in working capital of $6.1 million. The reduction from $6.1 million to $0.4 million is due to losses from continuing operations and costs incurred with the merger and ultimate divestiture of Lineal, including funds loaned to Lineal in connection with such divestiture. The Company said the factors above raise substantial doubt about its ability to continue to operate as a going concern for the twelve months following the issuance of these financial statements. The Company believes that it will not have sufficient liquidity to meet its operating costs unless it can raise new funding, which may be through the sale of debt or equity or unless it closes the Viking Merger, which is scheduled to be closed by June 30, 2020, extendable up to Dec. 31, 2020 under certain circumstances, the completion of which is the Company's current plan. There is no guarantee though that the Viking merger will be completed or other sources of funding be available. On Feb. 24, 2020, Camber Energy was notified by the NYSE American that the Company was not in compliance with certain of the Exchange's continued listing standards as set forth in Part 10 of the NYSE American Company Guide. Specifically, Camber is not in compliance with Section 1003(a)(ii) of the Company Guide in that it reported stockholders' equity of $3.1 million as of Dec. 31, 2019 and net losses in three of four of its most recent fiscal years then ended, meaning specifically that Camber is not in compliance with Section 1003(a)(ii) of the Company Guide which requires listed companies have stockholders' equity of $4,000,000 or more and not have sustained losses from continuing operations and/or net losses in three of four of such issuer's most recent fiscal years. CANNABICS PHARMACEUTICALS: Files Provisional Patent Application --------------------------------------------------------------- Cannabics Pharmaceuticals Inc. successfully filed its Provisional Patent Application with the US Patent & Trademark Office (USPTO) entitled "Composition and Method for Treating Colon Cancer with Cannabinoids". This patent application is the result of the Company's preclinical development of a novel formulation containing various cannabinoids which have proven and demonstrated anti-tumor properties in studies focused on gastrointestinal cancers. Cannabics Pharmaceuticals is based in Israel, where it is licensed by the Ministry of Health to conduct scientific and clinical research on cannabinoid formulations and cancer. The Company shall update its shareholders and the public on these and other results as they occur. About Cannabics Headquartered in Bethesda, Maryland, Cannabics Pharmaceuticals Inc. is dedicated to the development and licensing of advanced and sophisticated cannabinoid-based treatments and therapies. The Company's main focus is development and marketing of various new and innovative therapies and biotechnological tools aimed at providing relief from diverse ailments that respond to active ingredients sourced from the cannabis plant. These advanced tools include innovative delivery systems for cannabinoids, personalized medicine therapies and procedures based on cannabis originated compounds and bioinformatics tools. As of Feb. 29, 2020 the Company had $3.57 million in total assets, $419,642 in total current liabilities, and $3.15 million in ttoal stockholders' equity. Weinstein International C.P.A. (Isr), in Jerusalem, Israel, the Company's independent accounting firm, issued a "going concern" qualification in its report dated Nov. 29, 2019, citing that the Company has not established a source of revenue sufficient to cover its operating costs. As of Aug. 31, 2019, the Company has incurred losses since inception. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. CANNABICS PHARMACEUTICALS: Itamar Borochov Nominated as Chairman ---------------------------------------------------------------- The Board of Directors of Cannabics Pharmaceuticals Inc. nominated fellow director and Board member Itamar Borochov as chairman of the Board. At the same time, the Board nominated fellow director and Board member Gabriel Yariv as president of the Corporation. Mr. Itamar Borochov, 62, is an environmentalist with vast experience as an entrepreneur in the medical cannabis field, with broad experience in management, finance and regulated medical cannabis companies. Mr. Borochov was the original founder of Cannabics Pharmaceuticals Inc. Mr. Yariv, 43, brings over 20 years of successful executive experience in the medical industry. Mr. Yariv was part of the founding group of BreathID., an Oridion Medical business unit (now Medtronic) and its subsequent spinoff company, BreathID Inc., (now Exalenz Bioscience) develops and manufactures advanced non-invasive diagnostic medical devices for gastrointestinal and liver conditions. Mr. Yariv also co-founded SimuTec, a medical simulation and training company in Brazil that develops and commercializes advanced personalized Virtual Reality training programs for physicians. Mr. Yariv is actively engaged in non-profit and philanthropic activities including ongoing business mentoring of entrepreneurs, founder of the Yariv Foundation for Leadership, and current member of the Friends of the Israel Museum society. Mr. Yariv holds a BA (Cum Laude) in History, Philosophy & Political science from Boston University, and a Certificate Course in Cyberlaw from Harvard University ES. About Cannabics Headquartered in Bethesda, Maryland, Cannabics Pharmaceuticals Inc. is dedicated to the development and licensing of advanced and sophisticated cannabinoid-based treatments and therapies. The Company's main focus is development and marketing of various new and innovative therapies and biotechnological tools aimed at providing relief from diverse ailments that respond to active ingredients sourced from the cannabis plant. These advanced tools include innovative delivery systems for cannabinoids, personalized medicine therapies and procedures based on cannabis originated compounds and bioinformatics tools. As of Feb. 29, 2020 the Company had $3.57 million in total assets, $419,642 in total current liabilities, and $3.15 million in ttoal stockholders' equity. Weinstein International C.P.A. (Isr), in Jerusalem, Israel, the Company's independent accounting firm, issued a "going concern" qualification in its report dated Nov. 29, 2019, citing that the Company has not established a source of revenue sufficient to cover its operating costs. As of Aug. 31, 2019, the Company has incurred losses since inception. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. CARE NEW ENGLAND: S&P Places 'BB-' Bond Rating on Watch Negative ---------------------------------------------------------------- S&P Global Ratings placed its 'BB-' long-term rating on bonds issued by the Rhode Island Health and Educational Building Corp. for Care New England (CNE) on CreditWatch with negative implications. "The CreditWatch placement reflects our view that there is at least a one-in-two likelihood of a downgrade, and most likely a multi-notch downgrade, within the next 90 days as a result of our view of underlying and unexpected year-to-date credit deterioration at CNE compounded by expected additional operating, revenue, and expense pressure associated with the COVID-19 pandemic," S&P said. "Within the next month or so, we expect to review second-quarter fiscal 2020 results as well as projections being compiled for a variety of COVID-19 related scenarios. We could lower the rating, potentially by multiple notches, or revise the outlook to negative if CNE's current pace of operating losses continues and without long-term ability to preserve unrestricted reserves. We could remove CNE from CreditWatch and revise the outlook to stable if management improves the underlying operating trend to be in line with fiscal 2019 results," the rating agency said. CARPENTER'S ROOFING: Exclusivity Period Extended to May 29 ---------------------------------------------------------- Judge Mindy Mora of the U.S. Bankruptcy Court for the Southern District of Florida extended to May 29 the period during which only Carpenter's Roofing & Sheet Metal, Inc. can file a Chapter 11 plan of reorganization. If the company files a plan on or before May 29, then it will continue to have the exclusive right to obtain acceptances for the plan to July 28. About Carpenter's Roofing & Sheet Metal Carpenter's Roofing & Sheet Metal, Inc. -- https://carpentersroofing.com/ -- is a roofing contractor headquartered in West Palm Beach, Fla. It was founded in 1931 by Howard Carpenter. Carpenter's Roofing & Sheet Metal sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-24798) on Nov. 29, 2018. At the time of the filing, Debtor disclosed $1,040,593 in assets and $1,838,038 in liabilities. The case is assigned to Judge Mindy A. Mora. Debtor hired Kelley & Fulton, PL, as its legal counsel, and Rinehimerbaker LLC as its accountant. CDW LLC: Moody's Rates New Senior Unsecured Notes 'Ba2' ------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the proposed senior unsecured notes to be issued by CDW LLC, a wholly-owned subsidiary of CDW Corporation. CDW's Ba1 Corporate Family Rating, stable outlook, and all other ratings are unchanged. Net proceeds from the new notes will be used for general corporate purposes including enhanced liquidity. Assignments: Issuer: CDW LLC Gtd Senior Unsecured Notes, Assigned Ba2 (LGD5) RATINGS RATIONALE The proposed note issuance preserves CDW's very good liquidity which supports the company's ability to navigate through the challenges of the coronavirus outbreak (COVID-19) including a weakened economy in the company's primary markets in the U.S., Canada, and the UK. Given uncertainty and difficulty forecasting the COVID-19 impact on operating results, CDW has also withdrawn its 2020 targets (e.g. net sales growth, Non-GAAP Operating Income margin) and related financial information. CDW's credit profile is pressured by Moody's expectation that revenues could decline in the mid to high single digit percentage range over the next 12 months. There are further downside risks in the event demand for CDW's offerings is depressed beyond the first half of 2020 in a scenario in which COVID-19 is not contained. The rapid and widening spread of the coronavirus outbreak, deteriorating global economic outlook, falling oil prices, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The technology distribution sector has been one of the sectors affected by the shock given its sensitivity to enterprise demand and sentiment. More specifically, the weaknesses in CDW's credit profile, including its exposure to the global supply chain have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and CDW remains vulnerable to the outbreak continuing to spread Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. CDW's ratings are supported by the company's very good liquidity, including enhanced cash balances and good free cash flow generation, which can absorb mid to high single digit percentage revenue and EBITDA declines over the next several months. As of December 2019, adjusted debt to EBITDA was 2.3x. Assuming CDW issues up to $500 million of new notes and adjusted EBITDA were to decline up to 10%, adjusted leverage would remain just below 3.0x leaving some room under Moody's 3.5x adjusted debt to EBITDA downgrade trigger. The negative impact of higher gross leverage is offset by CDW's track record for adhering to disciplined financial policies, the benefits of securing additional liquidity, and the suspension of share buybacks which averaged $571 million annually over the last three years. Ratings benefit from CDW's consistent track record of revenue growth and expanding free cash flow leading up to the COVID-19 crisis. For the three months ended March 31, 2020, CDW's top line grew 10.9%. As a leading multi-brand provider of IT solutions with a history of good execution, CDW has favorable prospects for maintaining market share due to its scale, extensive product offering, and broad market access relative to smaller value-added resellers of IT products. Nevertheless, Moody's recognizes CDW has reasonably high vendor concentration among its major suppliers, exposure to the more volatile spending patterns of small and medium-sized businesses (SMB) and exposure to budgetary risks of the public sector, which can be exacerbated during an economic recession. Moody's expects CDW will maintain very good liquidity supported by ample cash balances and revolver availability. Upon completion of the note issuance, CDW estimates it will have over $600 million of cash and roughly $0.8 billion of availability under its unrated $1.45 billion senior secured ABL revolver (expires March 2022) after accounting for reserves tied to its floorplan sub-facility. CDW benefits from the absence of significant near-term debt maturities through 2022, and expectations for mid to high single digit percentage adjusted free cash flow to debt over the next 12 months despite the impact of COVID-19 and quarterly dividends. Free cash flow is supported by relatively stable operating margins (though low on an absolute basis, similar to other IT distributors) and low capital intensity with annual capex typically less than 1% of revenues. In addition to suspending share buybacks ($522 million to $657 million in each of the last three years), CDW is implementing cost initiatives. Moody's expects CDW to remain in compliance with its bank financial covenants (primarily incurrence tests) over the next 12 months. CDW issues debt at its wholly-owned subsidiary CDW LLC, which holds all material assets and conducts all business activities and operations. Ratings for the senior secured term loan (Baa3) and senior notes (Ba2) reflect the overall probability of default of the company, incorporated in the PDR of Ba1-PD, and the expectation for an average family recovery in a default scenario. CDW has reduced exposure to environmental risks as one of the largest North American IT distributors and solutions providers with annual revenues of $18 billion. Despite exposure to Cisco and HP Inc. for 25% of revenues, CDW has less reliance on any single program across its very broad offerings. This revenue diversity reduces risk in a scenario in which a given program is impacted by an environmental event. Similar to its peers, CDW has a B2B focus with minimal direct consumer exposure contributing to an overall low level of social risk. CDW has a consistent track record for maintaining financial leverage within its public target range and adjusted free cash flow to debt in the mid teen percentage range or better, despite growing dividends, both of which allow CDW to fund growth investments. CDW adheres to its disciplined financial policies which include maintaining net leverage ratios between 2.5x and 3.0x (as defined). CDW is publicly traded with its two largest shareholder, Vanguard and Blackrock, owning roughly 12% and 9% of common shares, respectively, followed by other investment management companies holding less than 5%. Good governance is supported by a board of directors with ten of the company's eleven board seats being held by independent directors. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable rating outlook reflects Moody's expectation that, despite the potential for mid to high single digit percent revenue and EBITDA declines over the next 12 months, CDW will continue to generate free cash flow in the mid to high single digit percentage range (compared to 17% - 20% in each of the last three years) and be able to maintain adjusted debt to EBITDA below 3.5x. Moody's expects CDW to maintain disciplined financial policies including very good liquidity with ample cash balances and revolver availability to manage through the global pandemic. Ratings could be upgraded if CDW demonstrates consistent revenue and free cash flow growth and sustains adjusted operating margins at current levels (5.9% - 6.3%) with a commitment to conservative financial policies including total adjusted debt to EBITDA being sustained below 2.5x and adjusted free cash flow to debt above 20%. Ratings could be downgraded if CDW experiences loss of customers/market share or pricing pressures due to the impact of COVID-19, increasing competition, or a weak economic environment, resulting in erosion of operating margins, interest coverage, or free cash flow. Adjusted debt to EBITDA being sustained above 3.5x or funding share repurchases prior to Moody's being assured of a long term rebound from COVID-19 could also lead to a downgrade. The principal methodology used in these ratings was Distribution and Supply Chain Services published in June 2018. Based in Vernon Hills, IL, CDW is a leading IT products and solutions provider to business, government, education, and healthcare customers in the U.S. and Canada. Net revenue for the 12 months ending March 2020 totaled $18.4 billion but is expected to decline over the next 12 months due to the impact of the coronavirus outbreak. CEL-SCI CORP: All Five Proposals Approved at Annual Meeting ----------------------------------------------------------- At the annual meeting of CEL-SCI Corporation's shareholders that was held on April 17, 2020, the shareholders: (1) elected Geert Kersten, Peter Young, Bruno Baillavoine, and Robert Watson as directors for the upcoming year; (2) approved the adoption of CEL-SCI's 2020 Non-Qualified Stock Option Plan which provides that up to 3,600,000 shares of common stock may be issued upon the exercise of options granted pursuant to the Plan; (3) approved, on a non-binding advisory basis, the compensation of CEL-SCI's executive officers; (4) approved, on a non-binding advisory basis, a triennial frequency of the advisory vote regarding the compensation of CEL-SCI's executive officers; and (5) approved the appointment of BDO USA, LLP as CEL-SCI's independent registered public accounting firm for the fiscal year ending Sept. 30, 2020. About CEL-SCI Corporation CEL-SCI -- http://www.cel-sci.com/-- is a clinical-stage biotechnology company focused on finding the best way to activate the immune system to fight cancer and infectious diseases. The Company's lead investigational therapy Multikine is currently in a pivotal Phase 3 clinical trial involving head and neck cancer, for which the Company has received Orphan Drug Status from the FDA. The Company has operations in Vienna, Virginia, and near Baltimore, Maryland. CEL-SCI reported a net loss of $22.13 million for the year ended Sept. 30, 2019, compared to a net loss of $31.84 million for the year ended Sept. 30, 2018. As of Dec. 31, 2019, the Company had $29.51 million in total assets, $22.54 million in total liabilities, and $6.97 million in total stockholders' equity. BDO USA, LLP, in Potomac, Maryland, the Company's independent accounting firm, issued a "going concern" qualification in its report dated Dec. 16, 2019, citing that the Company has suffered recurring losses from operations and expects to incur substantial losses for the forseeable future that raise substantial doubt about its ability to continue as a going concern. CES ENERGY: S&P Alters Outlook to Negative, Affirms 'B' ICR ----------------------------------------------------------- S&P Global Ratings revised its outlook on Calgary-based oilfield service (OFS) company CES Energy Solutions Corp. to negative from stable and affirmed its 'B' long-term issuer credit rating on CES and its 'B' issue-level rating on the company's unsecured notes. The '4' recovery rating on the unsecured notes is unchanged. "The outlook revision reflects our expectation that declining North American E&P activity will have a pronounced negative effect on the OFS industry over the next year or two. Based on our revised oil and natural gas price deck assumptions, we now expect North American E&P companies' capital spending to decline about 30%. Accordingly, we expect much lower demand for CES' products and services (drilling fluids account for about 50% of revenues) and believe that CES' EBITDA and funds from operations (FFO) could decline by about half this year from 2019. However, we expect CES will still generate positive free cash flow from working capital released from the liquidation of trade receivables and inventories this year, as it did during previous cyclical troughs, as operating activity declines. We expect the company will use free cash flows to reduce overall debt levels through bank debt repayments and expect debt levels will remain relatively stable thereafter until industry activity significantly rebounds," S&P said. "Therefore, we estimate leverage measures deterioration to be moderate, with a FFO-to-debt ratio of about 20% this year, compared with our previous expectation of the high-20% area. However, we believe CES' ability to absorb an extended period of low commodity prices and restrained E&P activity has become relatively constrained in this environment," S&P said. The negative outlook on CES reflects S&P's expectation of weaker cash flow and credit metrics over the next 12 months, with FFO-to-debt of about 20% in 2020. Under its hydrocarbon price assumptions, S&P expects E&P activity will materially decline due to reduced E&P budgets. "We could lower our ratings if CES' cash flow generation materially underperforms our expectations, leading to adjusted FFO-to-debt falling sustainably below 20% and liquidity weakening over the next 12 months. This could occur if the rebound in industry activity and demand for oilfield services are prolonged, leading to cash flow and margin erosion beyond our projections," S&P said. "We could revise our outlook on CES to stable if the company sustainably improves its FFO-to-debt to the high-20% area while maintaining adequate liquidity and generating positive free cash flows. This could occur if higher commodity prices improve the demand for the company's products and services and lead to higher earnings and cash flows," the rating agency said. COASTAL HOME: June 24 Trial in Contested Matter Arising From Plan ----------------------------------------------------------------- The trial in the contested matter arising from the Disclosure Statement and Chapter 11 Plan of Reorganization filed by debtor Coastal Home Care, Inc, will be held on June 24, 2020, at 1:30 p.m. in Courtroom 8A, Sam M. Gibbons United States Courthouse, 801 N. Florida Ave., Tampa, FL 33602, before the Honorable Michael G. Williamson, , United States Bankruptcy Judge. The judge ordered: * The parties shall exchange names and addresses of witnesses within 14 days of the date of entry of this Order. * Parties shall exchange exhibits no later than seven days before the date set for trial. * Parties shall complete discovery no later than seven days before the trial date. * Counsel for all parties shall confer within seven days prior to the trial and seek in good faith to settle the case. 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. CPM HOLDINGS: S&P Downgrades ICR to 'CCC+'; Outlook Negative ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Waterloo, Iowa-based process systems and equipment producer CPM Holdings Inc. (CPM) to 'CCC+' from 'B-'. At the same time, S&P is lowering its issue-level rating on the company's first-lien debt by one notch to 'CCC+' from 'B-' and its issue-level rating on the company's second-lien debt to 'CCC' from 'CCC+'. S&P's '3' recovery rating on CPM's first-lien debt and '5' recovery rating on the company's second-lien debt remain unchanged. "The downgrade and negative outlook reflect our expectation for slowing demand and delayed large-project revenues in a recessionary environment. We expect debt leverage of about 9x in fiscal 2020 and into 2021. Furthermore, covenant headroom could tighten over the next four quarters and a breach of the company's financial covenant is likely if economic conditions continue to worsen," S&P said. The negative outlook reflects S&P's expectation that it could lower the rating if it anticipates a breach of the company's financial covenant, a near-term liquidity crisis, or significantly negative free cash flows over the next 12 months. "We could lower our rating on CPM if we begin to envision a specific default scenario over the next 12 months. This could occur, for instance, if the company's operating performance deteriorates beyond what we expect, causing sustained negative free cash flow and an inability to fund fixed charges, or if a covenant breach becomes highly likely and the company is unable to amend its covenant. We could also lower the rating if we believe the company will likely pursue a debt restructuring," S&P said. "We could raise the rating over the next 12 months if the economy rebounds and CPM improves its operating profits and leverage, maintains covenant headroom of at least 15%, and we believe it will be able to operate its business with sufficient liquidity," the rating agency said. CRCI LONGHORN: S&P Downgrades ICR to 'B-'; Outlook Stable --------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on CRCI Longhorn Holdings Inc. (d/b/a CLEAResult) to 'B-' from 'B'. S&P also lowered its ratings on the company's first-lien credit facility to 'B-' from 'B' and its second-lien term to 'CCC' from 'CCC+'. S&P's recovery ratings remain unchanged. Weaker than anticipated performance as well as reduced demand due to COVID-19 will result in leverage remaining above 7x in 2020. "Organic revenue declines as well as minimal margin expansion in 2019 have resulted in leverage of around 7.5x for the year, down only slightly from 8x in 2018, and above our prior expectations of the low-7x area. Additionally, we previously expected leverage to decline further in 2020, to below 7x, a scenario that we now view as unlikely due to demand headwinds stemming from the ongoing COVID-19 outbreak, which will likely result in leverage increasing further from the current 7.5x level over the course of the year," S&P said. The stable outlook reflects S&P's expectations that despite weaker revenue and EBITDA in 2020, FOCF deficits should persist only through the duration of the COVID-19 outbreak and be comfortably covered by the company's good liquidity position, with cash on hand and revolver availability in excess of $100 million. "We could lower our ratings if weaker-than-expected operating performance results in sustained FOCF deficits or if we consider the capital structure to be unsustainable. This could be due to losses of key customers, persistently reduced demand, or greater-than-expected competitive pressures. We could also lower the rating should the company's liquidity position deteriorate to the point where we would no longer expect the company to cover cash flow deficits through a prolonged reduction in demand due to the COVID-19 outbreak," S&P said. "Although unlikely over the next year, we could raise our ratings if the company demonstrates strong operating performance and deleverages through EBITDA growth such that it sustains debt to EBITDA below 7.0x and FOCF to debt in the mid-single-digit percent area. This could occur from faster-than-expected organic revenue growth, the realization of additional cost savings, and improved operating leverage," the rating agency said. CTOS LLC: Moody's Alters Outlook on B2 CFR to Stable ---------------------------------------------------- Moody's Investors Service affirmed the ratings of CTOS, LLC (Custom Truck One Source or CTOS), including the B2 corporate family rating, B2 senior secured rating, and B2-PD probability of default rating. The rating outlook has been changed to stable. RATINGS RATIONALE "Custom Truck's outlook change to stable from positive reflects its view of the anticipated headwinds resulting from the coronavirus-driven economic slowdown, which will weaken the company's topline growth, fleet utilization, and credit metrics relative to its earlier expectations", said Brian Silver, a Moody's Vice-President and lead analyst for CTOS. The rapid and widening spread of the coronavirus outbreak, deteriorating global economic outlook, falling oil prices, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The Equipment and Transportation Rental Industry sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, the weaknesses in CTOS's credit profile, including its exposure to cyclical end-markets as it has expanded beyond the traditional business of serving the utilities sector, has left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and CTOS remains vulnerable to the outbreak continuing to spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Its action reflects the impact on CTOS of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. CTOS's ratings, including the B2 CFR, reflect its expectation for somewhat lower equipment utilization rates in the rental fleet and declines in unit sales from the coronavirus-driven economic slowdown, which will weaken the company's topline and profitability. Free cash flow is likely to be about flat for this year (which including proceeds from used equipment sales) as the company slows capital spending on rental fleet expansion. It also incorporates the company's exposure to cyclical end markets, as well as its private equity ownership and the associated potential for an increasingly aggressive financial policy. However, CTOS benefits from good market demand for their rental equipment, in large part from utilities contractors, that will help drive topline growth and increase the company's scale over time. CTOS also has a young fleet with an average age of roughly 2.5 years and achieved 2019 equipment utilization rates in excess of 80%. The company's "one-stop shop" format for equipment and service needs enables them to attract and retain customers through varying economic conditions. CTOS also benefits from significant collateral value from its diversified fleet of rental equipment, and has adequate liquidity, largely supported by cash of about $20 million and revolving credit facility availability of about $116 million. Moody's affirmed the B2 rating on the company's $725 million senior secured bank credit facility, which consists of a $125 million revolver expiring 2023 and a $600 million term loan due 2025, which is the same level as the CFR because the secured debt is the substantial portion of the company's liabilities. The stable outlook reflects Moody's expectation that funds from operations-to-debt will be sustained above 5% in 2020 and improve thereafter, as CTOS pulls back aggressively on its investment in fleet expansion. Moody's believes CTOS has low environmental risk or social risk associated with its operations. The company has a governance risk, as the company is owned by private equity sponsor Blackstone, which could lead to an increasingly aggressive financial policy over time. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if EBITDA-to-interest is sustained above 3.5 times, debt-to-EBITDA is sustained below 4 times, funds flow from operations-to-debt is sustained above 25%, demonstrates sound returns on the incremental investment in its fleet and the company maintains at least good liquidity owing to the cyclical nature of its end markets. The ratings could be downgraded if leverage increases and is sustained above 4.75 times, funds flow from operations-to-debt falls below 15%, or EBITDA-to-interest is sustained below 3 times. In addition, if there is a material weakening of liquidity or the company makes a large debt-financed acquisition or dividend payment to its sponsor, the ratings could be downgraded. The following rating actions were taken: Affirmations: Issuer: CTOS, LLC Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Senior Secured Bank Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: CTOS, LLC Outlook, Changed to Stable from Positive The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. CTOS, LLC (dba Custom Truck One Source) was created in 2015 by merging various companies to build scale and gain market share in the vocational truck market. The company offers many types of vocational trucks, including but not limited to bucket trucks, digger derricks, boom trucks, dump trucks, roofing conveyors and heavy haul trailers serving multiple end markets. The company also emphasizes sales, parts, and service of its equipment and is a leader in upfitting/modifications of vocational trucks. The company was renamed to CTOS from UOS, LLC in 2018 and is majority owned by private equity firm Blackstone. The company is also private and does not publicly disclose its financials. CTOS generated 2019 revenue of approximately $1.03 billion. DATABASEUSA.COM LLC: Lender Has Sale/Contribution Options in Plan ----------------------------------------------------------------- DatabaseUSA.com LLC has a Chapter 11 plan that lets the secured creditor select a sale option or a contribution option. Everest Group, LLC, the holder of the Class 1 secured claim, is owed $34.44 million. Infogroup Inc., holder of the Class 3 Infogroup claim, is owed $11.64 million. General unsecured claims in Class 5 are owed $50,000. The Plan treats claims as follows: * Class 1 Secured Claim. On or before the Election Date, the Secured Lender will provide written notice to Debtor electing either the Sale Option or the Contribution Option. In the event Secured Lender elects the Sale Option, the Allowed Secured Claim and the associated Lien shall attach to the Sale Proceeds to the same extent and in the same priority as Secured Lender's Lien attached to its collateral prior to the sale. On the Effective Date, the Distribution Agent shall pay the Allowed Secured Claim in full from the Sale Proceeds. In the event Secured Lender elects the Contribution Option, the Allowed Secured Claim shall be treated and the Secured Loan Documents shall be amended and restated as follows: 1. The maturity date under the Secured Loan Documents shall be the 10th anniversary of the Effective Date; 2. Reorganized Debtor shall begin making monthly principal and interest payments at the rate of 5.0% per annum, amortized over 30 years, on the outstanding balance due under the Secured Loan Documents on the first anniversary of the Effective Date, which monthly payments will continue until the earlier of: (i) the Secured Lender Claim being repaid in full, plus all interest accrued post-Effective Date thereon, plus all additional fees and/or advances made or accrued post-Effective Date, and (ii) the maturity date set forth in the preceding paragraph; and 3. All events of default occurring under the Secured Loan Documents prior to the Effective Date are waived. * Class 3 Infogroup Claim. Impaired. In the event of the Contribution Option, the Holder of the Allowed Infogroup Claim shall receive Distributions as follows: On the later of: (i) the Effective Date; (ii) such date as may be fixed by the Bankruptcy Court; (iii) the tenth day after the Infogroup Claim is Allowed by entry of a Final Order; and (iv) such other date as the Holder of such Claim and Debtor or Reorganized Debtor, as applicable, shall agree, the Holder of the Allowed Infogroup Claim shall receive a Distribution equal to ten percent of its Allowed Claim. In the event of the Sale Option, the Holder of the Allowed Infogroup Claim shall receive, upon resolution of all Disputed Claims by entry of a Final Order, its Multi-Class Pro Rata portion of the Sale Proceeds remaining after payment of all Allowed Administrative Claims, Allowed Priority Tax Claims, the Allowed Secured Claim, and Allowed Other Priority Claims. * Class 4 Deficiency Claim. Impaired. The Deficiency Claim is the unsecured portion of the Secured Lender Claim. In the event of the Contribution Option, the Holder of the Allowed Deficiency Claim shall receive Distributions as follows: On the later of: (i) the Effective Date; (ii) such date as may be fixed by the Bankruptcy Court; (iii) the tenth day after the Deficiency Claim is Allowed by entry of a Final Order; and (iv) such other date as the Holder of such Claim and Debtor or Reorganized Debtor, as applicable, will agree, the Holder of the Allowed Deficiency Claim shall receive a Distribution equal to ten percent of its Allowed Claim. In the event of the Sale Option, the Holder of the Allowed Deficiency Claim shall receive, upon resolution of all Disputed Claims by entry of a Final Order, its Multi-Class Pro Rata portion of the Sale Proceeds remaining after payment of all Allowed Administrative Claims, Allowed Priority Tax Claims, the Allowed Secured Claim, and Allowed Other Priority Claims. * Class 5 General Unsecured Claims. Impaired. In the event of the Contribution Option, each Holder of an Allowed General Unsecured Claim shall receive Distributions as follows: On the later of: (i) the Effective Date; (ii) such date as may be fixed by the Bankruptcy Court; (iii) the tenth day after the Allowed General Unsecured Claim is Allowed by entry of a Final Order; and (iv) such other date as the Holder of such Claim and Debtor or Reorganized Debtor, as applicable, shall agree, each Holder of an Allowed General Unsecured Claim will receive a Distribution equal to ten percent of its Allowed Claim. In the event of the Sale Option, each Holder of an Allowed General Unsecured Claim shall receive, Pro Rata, upon resolution of all Disputed Claims by entry of a Final Order, its Multi-Class Pro Rata portion of the Sale Proceeds remaining after payment of all Allowed Administrative Claims, Allowed Priority Tax Claims, the Allowed Secured Claim, and Allowed Other Priority Claims. * Class 6 Equity Securities. The Holders of Equity Securities are Debtor's members. The Plan provides that all Class 6 Equity Securities in Debtor shall be cancelled on the Effective Date. Holders of Class 6 Equity Securities shall not receive or retain any property on account of their Equity Securities under the Plan. The Debtor holds contracts with various customers under which Debtor provides services and which provide income to Debtor. A summary of the income from Debtor's top 75 customers and future anticipated income pursuant to ongoing contracts, without identifying customer information, has been provided to Infogroup's counsel for review with an "attorney's eyes only" designation as requested by Infogroup pursuant to the Stipulated Protective Order entered in this case. A hearing to consider confirmation of the Plan is scheduled for Aug. 26 to 28, 2020, at 10:00 a.m. A full-text copy of the First Amended Disclosure Statement dated March 30, 2020, is available at https://tinyurl.com/t2rbbjr from PacerMonitor.com at no charge. Attorneys for DatabaseUSA.com LLC: TALITHA GRAY KOZLOWSKI, ESQ. TERESA M. PILATOWICZ, ESQ. GARMAN TURNER GORDON LLP 7251 Amigo Street, Suite 210 Las Vegas, Nevada 89119 Telephone (725) 777-3000 Facsimile (725) 777-3112 E-mail: tgray@gtg.legal E-mail: tpilatowicz@gtg.legal HEATHER (VOEGELE) ANSON DVORAK LAW GROUP, LLC 9500 W. Dodge Rd., Ste. 100 Omaha, Nebraska 68114 Telephone 402-933-9597 E-mail: hvoegele@ddlawgroup.com About DatabaseUSA.com DatabaseUSA.com LLC -- https://databaseusa.com/ -- provides full-service database and email marketing solutions. It offers customers a database of 15 million businesses. DatabaseUSA.com sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 19-10001) on Jan. 1, 2019. At the time of the filing, the Debtor was estimated to have assets of $10 million to $50 million and liabilities of $10 million to $50 million as of the bankruptcy filing. The case is assigned to Judge Bruce T. Beesley. The Debtor tapped Dvorak Law Group, LLC, as its bankruptcy counsel. DAVESTER LLC: Cash Collateral Hearing Continued to May 12 --------------------------------------------------------- Davester LLC asked the U.S. Bankruptcy Court for the District of Massachusetts to authorize the use of cash collateral to pay certain ongoing expenses necessary for its restaurant to remain open while it prepares for its reorganization. Judge Janet E. Bostwick recently issued an order continuing the hearing on the use of cash collateral to May 12, 2020 at 11:30 a.m. The company is currently obligated to Lucille Noble pursuant to an assignment of the WAID Trust loan and her own loans. Lucille remains owed $328,501. The company admits that this loan is secured by a first priority senior lien on all the business assets of Davester including its cash. The sole assets of the company are the fixed assets being furniture, fixtures and equipment, none of which are diminishing in value in any appreciable way. As such, the company believes there will be no diminution in the value of the collateral. If the Court determines otherwise, the Secured Creditors will be granted replacement liens in the receivables and other cash collateral. Davester LLC operates a restaurant on Main Street in Hyannis. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-10296) on February 3, 2020. The Petition was signed by David S. Noble, manager. The case is assigned to Judge Janet E Bostwick. The Debtor is represented by Jeffery Johnson, Esq. At the time of filing, the Debtor had $100,001 to $500,000 in estimated assets and $500,001 to $1 million in estimated liabilities. DAVID A. HEATH: $30K Private Sale of Property to Father Approved ---------------------------------------------------------------- Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina authorized the private sale by David A. Heath and Ivy O. Heath of (i) his interest in the Pitt County Property, (i) his HFF Interest, and (i) his 10% ERU Interest to his father, Donald A. Heath, or his assigns for $30,000. A hearing on the Motion is set for Feb 25, 2020 at 10:00 a.m. The Objection Deadline is Feb. 18, 2020. As of the Petition Date, and as reflected on the Debtor's Schedule A/B, Mr. Heath owned interests in the following limited liability companies, each of which was scheduled with an unknown value: (i) Heath Family Farms, LLC - 7.6434%, and (ii) Equipment R Us, LLC - 10%. Additionally, and as of the Petition Date, he owned a one-half undivided interest, as tenants-in-common with his sister, Kellie H. Wiggins (nee Kellie Jo Heath), in two parcels of real property located in Pitt County, North Carolina. Those two parcels of real property ("Pitt County Property") which Mr. Heath and Kellie H. Wiggins acquired by deed in 1991, are more particularly described as follows: (i) 0 N.C. 118 Grifton, North Carolina 28530, approximately 13.1 acres, Parcel No. 27226, NC PIN 4598572062; and (ii) 0 N.C. 118 Grifton, North Carolina 28530, approximately 4.34 acres, Parcel No. 27227, NC PIN 4598662278. The parties are authorized to execute new -- or amend, supplement, or otherwise modify existing -- contracts, bills of sale, or any other documentation, as necessary to effectuate the sale of the Property pursuant to the terms set forth. The sale is free and clear of any and all liens, encumbrances, claims, rights and other interests, to the extent any are determined to exist, including, but not limited to, the following: a. Any and all real or personal property taxes due and owing to any City, County, or municipal corporation, including Pitt County and the Town of Grifton; and b. Any and all remaining interest, liens, encumbrances, rights and claims asserted against the Property which relate to or arise as a result of a sale of the Property, or which may be asserted against the buyer of the Property, including, but not limited to those liens, encumbrances, interests, rights and claims, whether fixed and liquidated or contingent and unliquidated, that have or may be asserted against the Property by the North Carolina Department of Revenue, the Internal Revenue Service, the North Carolina Employment Security Commission, North Carolina Department of Commerce, and any and all other taxing and government authorities. To the extent that any enforceable liens, encumbrances, claims, rights and other interests in the Property are determined to exist, any and all such lien(s) will attach to the proceeds of the sale. David A. Heath and Ivy O. Heath sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-05089) on Nov. 1, 2019. The Debtors tapped Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. as counsel. DEPENDABLE BUILDING: May 21 Hearing on Plan & Disclosures --------------------------------------------------------- A First Amended Plan of Reorganization and First Amended Disclosure Statement was filed by Dependable Building Services, Inc., on March 25, 2020. The Court has set a combined hearing on the adequacy of the Disclosure Statement, and confirmation of the Plan, on May 21, 2020, at 10:00 a.m. in Courtroom 613, Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, IL. May 4, 2020, is fixed as the last day for filing and serving written objections to the adequacy of the Disclosure Statement and confirmation of the Plan. May 4, 2020, is fixed as the last day for filing written acceptances or rejections of the Plan. The Debtor's counsel will file the ballot report or before May 7, 2020. May 14, 2020, is fixed as the last day for the Debtor to file written responses to any objections to the adequacy of the Disclosure Statement or confirmation of the Plan. The Debtor's counsel: Joel A. Schechter 53 West Jackson Blvd., Suite 1522 Chicago, IL 60604 Tel: 312-332-0267 About Dependable Building Services Founded in 1992, Dependable Building Services, Inc. -- http://www.dependablebuildingservices.com/-- is a commercial contractor that performs HVAC, electrical, fire suppression, and generator service and construction. It serves commercial, retail, industrial and telecom industries. Dependable Building Services previously filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-24129) on Aug. 11, 2017. Dependable Building Services again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-19772) on July 15, 2019. At the time of the filing, the Debtor was estimated to have assets of between $100,000 and $500,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Deborah L. Thorne. The Law Offices of Joel A. Schechter is the Debtor's counsel. DIAMOND OFFSHORE: Elects Not to Make Notes Interest Payment ----------------------------------------------------------- Diamond Offshore Drilling, Inc., elected not to make the semiannual interest payment due in respect of its 5.70% Senior Notes due 2039. Under the terms of the indenture governing the Notes, the interest payment was due on April 15, 2020, and the Company has a 30-day grace period to make the payment. Non-payment of the interest on the due date is not an event of default under the indenture governing the Notes but would become an event of default if the payment is not made within the 30-day grace period. During the grace period, the Company is not permitted to borrow additional amounts under the Credit Agreement. An event of default under the indenture governing the Notes would result in a cross-default under the Company's senior 5-Year Revolving Credit Agreement, dated as of Oct. 2, 2018, with Wells Fargo Bank, National Association, as administrative agent, an issuing lender and swingline lender, the lenders party thereto and the other parties thereto, whereupon the Notes and the Company's borrowings under the Credit Agreement may then be subject to acceleration. The acceleration of the Notes or the Company's borrowings under the Credit Agreement would result in a cross-default under the indentures governing the Company's 3.45% Senior Notes due 2023, 7.875% Senior Notes due 2025 and 4.875% Senior Notes due 2043, whereupon such notes may then be subject to acceleration, subject to a 10-day cure period. The Company has retained the services of Lazard Freres & Co. LLC as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal advisor to assist the Board of Directors and management team in analyzing and evaluating the various alternatives with respect to its capital structure. About Diamond Offshore Diamond Offshore Drilling, Inc. -- http://www.diamondoffshore.com/ -- provides contract drilling services to the energy industry around the globe with a fleet of 15 offshore drilling rigs, consisting of four drillships and 11 semi-submersible rigs, including two rigs that are currently cold stacked. The Company's current fleet excludes the Ocean Confidence, which it expects to complete the sale of in the first quarter of 2020. Diamond Offshore reported a net loss of $357.21 million for the year ended Dec. 31, 2019, compared to a net loss of $180.27 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $5.83 billion in total assets, $2.60 billion in total liabilities, and $3.23 billion in total stockholders' equity. * * * As reported by the TCR on March 11, 2020, Moody's Investors Service downgraded Diamond Offshore Drilling, Inc.'s Corporate Family Rating to Caa1 from B2. "The downgrade of Diamond's ratings reflects lower earnings and higher negative free cash flow in 2020 than we previously expected, combined with few signs that offshore drilling fundamentals are going to greatly improve anytime soon," commented Pete Speer, Moody's senior vice president. "Without a much more robust improvement in dayrates, Diamond's debt burden will become untenable." In October 2019, S&P Global Ratings lowered its issuer credit rating on U.S.-based offshore drilling contractor Diamond Offshore Drilling Inc. to 'CCC+' from 'B'. The downgrade reflects S&P's view that Diamond's operating margins have meaningfully weakened, and will remain depressed for the next one to two years as utilization and dayrates for offshore drilling rigs remain subdued. DIOCESE OF HARRISBURG: Tort Claimants' Committee Taps Stinson -------------------------------------------------------------- The Official Committee of Tort Claimants appointed in the Chapter 11 case of the Roman Catholic Diocese of Harrisburg seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Stinson LLP as its bankruptcy counsel. The firm will provide these services for the Committee in connection with the Debtor's Chapter 11 case: (a) consult with the Debtor and the Office of the United States Trustee regarding administration of the case; (b) advise the Committee with respect to its rights, powers, and duties as they relate to the case; (c) investigate the acts, conduct, assets, liabilities, and financial condition of the Debtor; (d) assist the Committee in analyzing the Debtor's pre-petition and post-petition relationships with its creditors, equity interest holders, employees, and other parties in interest; (e) assist and negotiate on the Committee's behalf in matters relating to the claims of the Debtor's other creditors; (f) assist the Committee in preparing pleadings and applications as may be necessary to further the Committee's interests and objectives; (g) research, analyze, investigate, file and prosecute litigation on behalf of the Committee in connection with issues including but not limited to avoidance actions or fraudulent conveyances; (h) represent the Committee at hearings and other proceedings; (i) review and analyze applications, orders, statements of operations, and schedules filed with the Court and advising the Committee regarding all such materials; (j) aide and enhance the Committee's participation in formulating a plan; (k) assist the Committee in advising its constituents of the Committee's decisions; (l) negotiate and mediate issues relating to the value and payment of claims held by the Committee's constituency; and (m) perform other legal services as may be required and are deemed to be in the interests of the Committee. The firm will be paid at these hourly rates: Paralegals $140-$300 Associates $275-$410 Partners $320-$710 Billing Professionals $475 The firm has agreed not to bill the Committee for attorney travel time, unless its attorneys are actually performing substantive work during travel. Robert T. Kugler, Esq., attorney at Stinson LLP, disclosed in court filings that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code and required in sections 327(a), 328 and 1103(b) of the Bankruptcy Code and Bankruptcy Rule 2014. The firm can be reached through: Robert T. Kugler, Esq. Edwin H. Caldie, Esq. Stinson LLP 50 South Sixth Street, Suite 2600 Minneapolis, MN 55402 Telephone: (612) 335-1500 Facsimile: (612) 335-1657 E-mail: robert.kugler@stinson.com ed.caldie@stinson.com About Roman Catholic Diocese of Harrisburg Roman Catholic Diocese of Harrisburg sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 20-00599) on Feb. 19, 2020. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $50 million and $100 million. Judge Henry W. Van Eck oversees the case. The Debtor tapped Waller Lansden Dortch & Davis, LLP as legal counsel; Kleinbard, LLC as special counsel; Keegan Linscott & Associates, PC as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. The U.S. Trustee for Regions 3 and 9 appointed a committee to represent tort claimants in the Chapter 11 case of the Roman Catholic Diocese of Harrisburg. The tort claimants' committee is represented by Stinson LLP. DOUGLAS DYNAMICS: S&P Places 'BB-' ICR on CreditWatch Negative -------------------------------------------------------------- S&P Global Ratings placed all ratings on Milwaukee-based Douglas Dynamics Inc., including its 'BB-' issuer-credit rating, on CreditWatch with negative implications. The CreditWatch placement reflects weaker-than-anticipated performance for 2020 due to the spread of COVID-19 and the rapidly deteriorating economic environment. It also reflects the maturity wall that the company faces since both its asset-based (ABL) revolving credit facility and first-lien term come due in 2021. "The CreditWatch placement indicates at least a one-in-two chance that we could lower the rating over the next 90 days. In order to resolve the CreditWatch, we will analyze the impact of the facility closures on the business operations in the near term, the level of cancellations and delays in the company's backlog, and the company's general operating performance. In addition, we will monitor the company's progress in addressing its 2021 maturities," S&P said. ECLIPSE MIDCO: S&P Alters Outlook to Negative, Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on Eclipse Midco Inc. (dba ECi Software Solutions) to negative from stable as the rating agency anticipates that a weaker macroeconomic environment could lead to revenue declines, given the company's significant exposure to small and midsize businesses (SMBs). At the same time, S&P is affirming its 'B-' issuer credit rating on ECi Software Solutions, reflecting the firm's adequate liquidity and lack of near term debt maturities. S&P is affirming its 'B' rating on the company's senior secured first-lien credit facilities and its 'CCC' rating on the company's senior secured second-lien term loan. The respective '2' and '6' recovery ratings are unchanged. "The negative outlook reflects a deteriorating macroeconomic environment that we expect to hinder ECi Software Solutions' operating performance, profitability, and projected cash flow. While ECi has a significant recurring revenue base (about 75%), our primary concerns center on the remaining 25% in transactional revenues and the ability of its customers (largely SMB clientele) to weather a potentially deep and prolonged recession," S&P said. "We base our negative outlook on ECi upon our expectation for a low-single-digit percent organic revenue decline over the next year. We believe the balance of risks remain firmly tilted to the downside with respect to uncertainties surrounding the duration of the COVID-19 pandemic and corresponding impact to the U.S. SMB landscape. While ECi has a significant recurring revenue base, we believe that its transactional business-which represents about a quarter of revenues—could suffer in a prolonged recessionary environment," the rating agency said. S&P's outlook is also supported by its expectation that leverage will rise to the mid-9x area by the end of 2020. Its base-case scenario assumes ECi will not pursue additional major acquisitions over the next 12 months and that the company will be modestly free cash flow negative over the 18-24 months. "We could lower the rating over the next year if ECi's revenue base and/or free cash flow significantly deteriorate or liquidity totals less than one year of total interest expense. Such a scenario could occur if retention rates decline or there is broad based weakness in SMBs due to rapidly rising defaults. We would also consider a downgrade if the business were to deteriorate such that ECi was unlikely to be able to generate positive cash flow into 2021," S&P said. "We could revise the outlook to stable if free cash flow reaches break-even or better over the next 12-18 months and/or we believe the economy and SMB operating environment significantly improves," the rating agency said. EL CARO HOMES: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: El Caro Homes, LLC c/o Corporation Service Company 2338 West Royal Palm Road, Ste J Phoenix, AZ 85021 Business Description: El Caro Homes is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The company is engaged in the residential building construction. Chapter 11 Petition Date: April 20, 2020 Court: United States Bankruptcy Court District of Arizona Case No.: 20-04067 Debtor's Counsel: Grant Cartwright, Esq. MAY POTENZA BARAN & GILLESPIE P.C. 201 North Central Avenue 22nd Floor Phoenix, AZ 85004-0608 Tel: 623-552-7155 E-mail: gcartwright@maypotenza.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Gardner, 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/awxyIs ENGINE GROUP: Moody's Cuts CFR to Caa2 & Alters Outlook to Negative ------------------------------------------------------------------- Moody's Investors Service downgraded Engine Group, Inc.'s Corporate Family Rating to Caa2 from B3 and Probability of Default Rating to Caa2-PD/LD (/LD appended) from B3-PD. Moody's also downgraded Engine's senior secured first-lien credit facilities (comprising the revolver and term loan) three notches to Caa1 from B1 given the numerous uncertainties and challenges facing the company over the short-run. In addition, Moody's downgraded the senior secured second-lien term loan to Caa3 from Caa1. The limited default designation appended to Engine's PDR reflects the missed principal and interest payments on the term loans, which constitute an event of default under Moody's definition. The outlook was changed to negative from stable. SUMMARY OF THE RATING ACTIONS Ratings Downgraded: Issuer: Engine Group, Inc. Corporate Family Rating, Downgraded to Caa2 from B3 Probability of Default Rating, Downgraded to Caa2-PD/LD (LD appended) from B3-PD $35 Million Senior Secured Gtd First-Lien Revolving Credit Facility due 2022, Downgraded to Caa1 (LGD3) from B1 (LGD2) $142 Million Outstanding Senior Secured Gtd First-Lien Term Loan due 2022, Downgraded to Caa1 (LGD3) from B1 (LGD2) $50 Million Senior Secured Gtd Second-Lien Term Loan 2023, Downgraded to Caa3 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: Engine Group, Inc. Outlook, Changed to Negative from Stable RATINGS RATIONALE: The downgrade reflects deteriorating liquidity and Engine's decision not to remit scheduled principal and interest payments to its first-lien term loan lenders and interest payments to its second-lien term loan lenders due on April 3, 2020. Moody's views the non-payment of principal and interest as an event of default since required payments were not made within the contractual terms of the respective credit agreements. The "LD" designation reflects the missed contractual payments and will be removed after resolution of the missed payments. The ratings incorporate governance risks, specifically the likelihood that leverage will remain elevated in the 10x-11x range over the next two years given the company's profitability and liquidity challenges resulting from the novel coronavirus (a.k.a. COVID-19) and secular changes facing its industry. The negative outlook reflects Engine's increased probability of default and high likelihood for a potential debt restructuring in the near term, especially given the numerous uncertainties related to the economic impact of COVID-19 on Engine's cash flows and liquidity. The company has very limited liquidity and a balance sheet restructuring involving losses for some financial creditors looks increasingly likely in the short-run absent a potential sale of certain assets. Given that the revolver is fully drawn, ratings could be downgraded if Moody's expects Engine will be unable to access additional lines of credit, obtain a cash infusion from its private equity sponsor and/or timely sell assets to repay creditors. Engine's Caa2 rating incorporates the company's small size given its lack of scale and balance sheet strength to compete effectively with the much larger and well capitalized multi-national ad agency holding companies amid a rapidly evolving media and advertising landscape. As the COVID-19 pandemic unfolded, Engine's credit profile was already weakly positioned with a highly levered balance sheet and negative free cash flow generation. The economic shock of the global coronavirus outbreak has exacerbated pre-existing pauses and pullbacks in clients' advertising spend, especially in more challenged industries and geographies. Further, demand in its Trailer Park business (movie trailers and marketing promotion to the TV and video-on-demand entertainment industries) has declined materially given that nearly all of the major film studios have halted movie production. Moody's expects Engine's creative business to experience double-digit declines in H1 2020 due to ad spending contraction resulting from the postponement or cancellation of major events such as the Summer Olympics and FIFA Men's World Cup Games. With consumer behavior and buying patterns undergoing significant change as a result of stay-at-home orders from local and national governments, Engine's consulting business is working with clients to redeploy ad spend to online and e-commerce channels as people spend more time indoors. While the company has taken aggressive actions to right size its cost structure to the new revenue environment, Moody's does not expect the cost savings to substantially improve operating performance in the short-run. Moody's is concerned that additional cost actions following last year's business realignment and restructuring initiatives will further weaken Engine's competitiveness as key personnel are potentially furloughed. The company's debt load is currently unsustainable and Engine will likely need to right size its capital structure to a level that can be supported by current operating levels. Moody's believes that Engine will face a liquidity shortfall in the short-run. As such, its rating action reflects the increased likelihood that the company will seek to restructure its balance sheet in a way that leads to losses for some of the company's financial creditors, barring a sale of certain assets. Notably, Engine is in the process of selling two sizable assets. If successful, net proceeds would be used to repay the first-lien and second-lien term loan lenders potentially at full face value, which the company has agreed to do under the pre-existing waiver agreement and existing forbearance agreements. The equity sponsor, Lake Capital [1], previously provided financial support via cash equity contributions totaling $25 million (i.e., $15 million in Q2 2018 and $10 million in Q2 2019). At the time, the lion's share of this amount was used to reduce the first-lien term loan and outstanding revolver balance, which the lenders negotiated under the prior waiver agreements. Cash balances were $5 million at the end of September 2019, however Moody's believes cash balances have risen due to working capital inflows from the seasonally strong fourth calendar quarter as well as from Engine's full draw under its revolver. Revenue and EBITDA have fallen short of expectations primarily due to longer-than-expected cycle times to on-board new Demand Side Platform (DSP) partners, and the longer lead-time for them to reach full spending levels on Engine's EMX programmatic exchange platform. Performance has also been impacted by ongoing disruption in the advertising industry as brand advertisers reevaluate and shift their marketing spend. Moody's expects significant earnings shortfalls this year due to economic fallout from the widespread coronavirus outbreak with leverage rising to the 10x-11x band by year end 2020 and free cash flow generation remaining negative. The rating is supported by Engine's longstanding client relationships, comprehensive offering across the entire marketing spectrum, expanding digital focus, significant cross-selling capabilities and presence on four continents facilitating both regional and cross-border projects. Additional rating support is provided by the company's potential to sell two sizable assets, which if successful, could potentially reduce or extinguish the outstanding first-lien and second-lien term loans. The rating also recognizes the equity sponsor's past financial support for Engine and the possibility the sponsor could provide additional cash equity injections or other type of liquidity at this time. ESG CONSIDERATIONS The rapid and widening spread of the coronavirus outbreak, deteriorating global economic outlook, falling oil prices, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The advertising agency and marketing communications sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, the weaknesses in Engine's credit profile, including its exposure to the US and UK economies have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and Engine remains vulnerable to the outbreak's continuing spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Its action reflects the impact on Engine of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS: A ratings upgrade is unlikely over the near-term, especially if the coronavirus outbreak continues to result in reduced customer demand and pullbacks in client advertising spend. Over time, an upgrade could occur if the company experienced: (i) improved liquidity by accessing additional lines of credit, obtaining a cash infusion from its private equity sponsor and/or timely selling assets to repay creditors; (ii) revenue growth and EBITDA margin expansion as a result of timely cost actions; and (iii) a reduction in total debt to EBITDA leverage below 7.5x (Moody's adjusted). The ratings could be downgraded if: (i) the company's liquidity resources were fully exhausted and there was an inability to access additional sources of liquidity to cover cash outlays; or (ii) Moody's believes there is a high likelihood for a balance sheet restructuring and/or financial creditor losses. A downgrade could also be considered if total debt to EBITDA was sustained above 10.5x (Moody's adjusted) or the company's negative free cash flow generation became more pronounced as a result of significant client losses, meaningfully pauses in client spend and/or sub-par organic revenue growth. Headquartered in New York, NY, Engine Group, Inc. is a privately-held marketing services and communications firm with a focus on digital capabilities providing a full range of data-driven and technology-enabled insights to a variety of leading and boutique brands operating in diverse end markets. The company, which derives most of its revenue from the US and UK [2], is owned by Chicago-based private equity sponsor, Lake Capital [1]. Engine's net revenue totaled $388.6 million for the twelve months ended 30 September 2019 [2]. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. EVENTIDE CREDIT: Taps Armstrong Teasdale as Special Counsel ----------------------------------------------------------- Eventide Credit Acquisitions, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Armstrong Teasdale LLP as its special counsel. Armstrong Teasdale will represent Debtor in putative class actions pending in the Eastern District of Virginia, District of Oregon and District of Massachusetts, including: Smith et al. v. Martorello et al., No. 3:18-cv-01651-AC (D. Oreg.); Duggan et al. v. Martorello et al., No. 1:18-cv-12277-JGD (D. Mass.); and Galloway et al. v. Martorello et al., No. 3:19-cv-00314-REP (E.D. Va.). The firm will also represent Debtor in Galloway et al. v. Williams et al., No. 3:19-cv-470 (E.D. Va.) and in an arbitration before the American Arbitration Association against Lac Vieux Desert Band of Laker Superior Chippewa Indians and some of its affiliates. The firm's hourly fees are: Richard Scheff $850 Michelle Alamo $575 Jonathan Boughrum $450 Michael Witsch $450 Richard Scheff, Esq., a partner at Armstrong Teasdale, attests that the firm neither holds nor represents any interest adverse to Debtor and its bankruptcy estate. The firm can be reached through: Richard L. Scheff, Esq. Armstrong Teasdale LLP 7700 Forsyth Blvd., Suite 1800 St. Louis, MO 63105 Tel: 314-621-5070 Fax: 314-621-5065 About Eventide Credit Eventide Credit Acquisitions, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 20-40349) on Jan. 28, 2020. At the time of the filing, Debtor estimated assets of between $50 million and $100 million and liabilities of between $1 million and $10 million. Judge Edward L. Morris oversees the case. Debtor tapped Loeb & Loeb LLP and Forshey & Prostok, LLP as its legal counsel; and Drew McManigle of MACCO Restructuring Group, LLC as its chief restructuring officer. A committee of unsecured creditors has been appointed in Debtor's bankruptcy case. The committee is represented by Cole Schotz P.C. FENCEPOST PRODUCTIONS: Seeks More Time to File Bankruptcy Plan -------------------------------------------------------------- Fencepost Productions Inc., NPB Company Inc., and Old Dominion Apparel Corporation asked the U.S. Bankruptcy Court for the District of Kansas to extend the exclusivity period for the companies to file a Chapter 11 plan and disclosure statement to Aug. 14 and to solicit plan acceptances to Oct. 13. The companies are commencing the "long-range financial analysis necessary for the formulation of a feasible plan of reorganization and will engage in discussions with the creditors towards that end," according to their attorney, Jonathan Margolies, Esq., at Mcdowell Rice Smith & Buchanan. "[The companies] should be afforded an opportunity to explore the prospects of consensual plan treatment of their lenders and other creditors in order to facilitate the filing of a plan of reorganization based on the outcome of such discussions," Mr. Margolies said. About Fencepost Productions Fencepost Productions, Inc. -- http://www.fencepostproductions.com/ -- is a designer and distributor of men's, women's, and youth outdoor apparel under its brands Staghorn River, Willow Trails, and Northern Outpost. Fencepost Productions and its affiliates, NPB Company Inc. and Old Dominion Apparel Corporation, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Lead Case No. 19-41545) on Dec. 18, 2019. In the petition signed by Matthew Gray, president, Fencepost Productions was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Dale L. Somers oversees the cases. Jonathan A. Margolies, Esq., at Mcdowell Rice Smith & Buchanan, is Debtors' legal counsel. FERRELLGAS PARTNERS: Issues $700M of 10% Senior Notes due 2025 -------------------------------------------------------------- Ferrellgas, L.P. (the "Operating Partnership") and Ferrellgas Finance Corp., as co-issuers, issued on April 16, 2020, $700 million aggregate principal amount of their 10.000% Senior Secured First Lien Notes due 2025 pursuant to an Indenture, dated as of April 16, 2020, among the Issuers, the Guarantors and Delaware Trust Company, as trustee and as collateral agent. The Notes consist of $575 million aggregate principal amount of 10.000% Senior Secured First Lien Notes due 2025 priced on April 8, 2020 and $125 million aggregate principal amount of 10.000% Senior Secured First Lien Notes due 2025 priced on April 13, 2020 in an add-on offering, in each case, issued in an offering exempt from registration under the Securities Act of 1933, as amended, in reliance on Rule 144A and Regulation S thereunder. The Initial Notes and the Additional Notes have the same terms, except for the initial issue price, and were issued as a single class of debt securities under the Indenture and with the same CUSIP numbers. The Initial Notes and Additional Notes were issued at prices of 100.000% and 103.000% of par, respectively. The Issuers received net proceeds from the offerings of the Notes of approximately $684.7 million, after deducting the initial purchaser's discount and estimated offering expenses. Contemporaneously with the closing of the issuance and sale of the Notes on April 16, 2020, the Operating Partnership used a portion of the net proceeds therefrom (i) to repay all outstanding borrowings, together with accrued interest and a prepayment premium under the Operating Partnership's existing senior secured credit facility, (ii) to cash collateralize all of the letters of credit outstanding under the Existing Credit Facility and (iii) to make a cash deposit of $11.5 million with the administrative agent under the Existing Credit Facility, which may be used by the administrative agent to pay contingent obligations arising under the Financing Agreement governing the Existing Credit Facility and which, to the extent not used to pay any such contingent obligations, will be returned to the Operating Partnership in certain circumstances. The Operating Partnership intends to use the remaining net proceeds for general corporate purposes. Interest on the Notes will be payable semi-annually in cash in arrears on April 15 and October 15 of each year, commencing on Oct. 15, 2020, at a rate of 10.000% per annum. The Notes will mature on April 15, 2025. The Notes are jointly and severally guaranteed by the Operating Partnership's sole limited partner, Ferrellgas Partners, L.P., the Operating Partnership's sole general partner, Ferrellgas, Inc., and certain of the Operating Partnership's subsidiaries on a first lien, senior secured basis. The Notes will also be guaranteed on a first lien, senior secured basis by each of the Operating Partnership's future restricted subsidiaries, other than future foreign subsidiaries that do not guarantee any of the Issuers' or the Subsidiary Guarantors' indebtedness. The Notes and the guarantees of the Notes have the benefit of a first priority lien on the Issuers' and the Guarantors' tangible and intangible assets other than certain excluded property, except that the guarantee by Holdings will be secured only by the limited partnership interests in the Operating Partnership held by Holdings. The Notes and the guarantees of the Notes are subject to an intercreditor agreement entered into by the Trustee and Collateral Agent and the securitization agent for the Operating Partnership's accounts receivable securitization facility, pursuant to which the Trustee and Collateral Agent for the Notes will generally be prevented from taking any enforcement or other action with respect to the accounts receivable assets under that facility. At any time prior to April 15, 2022, the Issuers may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes, plus a "make-whole" premium as of, and accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, prior to April 15, 2022, the Issuers may, at their option, on any one or more occasions redeem all or a portion of the Notes in an amount not in excess of the net proceeds of certain equity offerings at a redemption price of 110.000% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On and after April 15, 2022, the Issuers may redeem the Notes, in whole or in part, at the redemption prices (expressed as a percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12 months beginning on April 15 of the years indicated below: Year Percentage ---- ---------- 2022 105.0% 2023 102.5% 2024 and thereafter 100.0% Additionally, if the Notes become due and payable prior to their stated maturity, including upon acceleration, the applicable make-whole or redemption price premium, as the case may be, shall be due and payable as if the Notes had been redeemed on that date. If the Operating Partnership experiences certain changes of control, each holder of Notes may require the Issuers to repurchase all or a portion of its Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. Additionally, if the Operating Partnership or its restricted subsidiaries sell assets, under certain circumstances, the Issuers will be required to use the net proceeds to make an offer to purchase Notes at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding the repurchase date. The Indenture contains customary affirmative and negative covenants restricting, among other things, the ability of the Operating Partnership and its restricted subsidiaries to incur additional indebtedness and guarantee indebtedness, pay dividends or make other distributions (including distributions to Holdings) or repurchase or redeem their capital stock, redeem or repurchase certain debt, make certain other restricted payments or investments, sell assets, incur liens, enter into transactions with affiliates, enter into agreements restricting subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially of such entity's assets. The Indenture also restricts the ability of Holdings and the General Partner to consolidate, merge or sell all or substantially all of its assets and restricts the ability of the General Partner to engage in certain activities. The Indenture also contains customary events of default including, among other things, the failure to pay interest for 30 days, failure to pay principal when due, failure to observe or perform certain other covenants or agreements in the Indenture for 45 days after notice is given by the trustee or the holders of 25% of the outstanding principal amount, cross-acceleration to certain material indebtedness, failure to pay certain judgments and certain events of bankruptcy with respect to the Issuers or certain significant subsidiaries or groups of subsidiaries. On April 16, 2020, upon repayment of the outstanding borrowings under the Existing Credit Facility and the making of related payments, the Existing Credit Facility and the related Financing Agreement, dated as of May 4, 2018, among the Operating Partnership, the General Partner, certain subsidiaries of the Operating Partnership, as guarantors, the lenders party thereto, TPG Specialty Lending, Inc., as administrative agent, collateral agent and lead arranger, and PNC Bank, National Association, as syndication agent, were terminated, except with respect to provisions of the Financing Agreement that, by its terms, survive the termination of the Financing Agreement. About Ferrellgas Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., and subsidiaries, serves propane customers in all 50 states, the District of Columbia, and Puerto Rico. Ferrellgas reported net loss of $64.54 million for the year ended July 31, 2019, a net loss of $256.82 million for the year ended July 31, 2018, and a net loss of $54.50 million for the year ended July 31, 2017. As of Jan. 31, 2020, the Company had $1.47 billion in total assets, $754.88 million in total current liabilities, $1.73 billion in long-term debt, $84.55 million in operating lease liabilities, $45.26 million in other liabilities, and a total partners' deficit of $1.14 billion. * * * As reported by the TCR on Oct. 22, 2019, S&P Global Ratings lowered its issuer credit rating on Ferrellgas Partners L.P. (Ferrellgas) to 'CCC-' from 'CCC'. The downgrade was based on S&P's assessment that Ferrellgas' capital structure is unsustainable given the upcoming maturity of its $357 million notes due June 2020. As reported by the TCR on March 18, 2020, Moody's Investors Service downgraded Ferrellgas Partners L.P.'s Corporate Family Rating to Caa3 from Caa2. "Ferrellgas's downgrade is driven by the company's continued high financial leverage and the very high likelihood that the partnership will complete a full debt recapitalization in the near-term," said Arvinder Saluja, Moody's vice president. FLOOR & DECOR: Moody's Alters Outlook on Ba3 CFR to Negative ------------------------------------------------------------ Moody's Investors Service affirmed Floor and Decor Outlets of America, Inc.'s Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, and Ba2 senior secured bank facility rating. In addition, the Speculative Grade Liquidity rating was downgraded to SGL-3 from SGL-2. The outlook is negative. "The change in outlook to negative reflects the uncertainty with regards to the potential length and severity of restrictions and closures of Floor & Decor's stores and the ultimate impact these will have on revenues, earnings and liquidity," stated Bill Fahy Moody's Senior Credit Officer. The outlook also takes into account the negative impact on consumers' ability and willingness to spend on significant home improvement projects such as flooring given the disruption caused by the crisis and ongoing economic weakness. "The affirmation reflects Floor & Decor's solid competitive position within the hard surface flooring sector, experienced management which has helped it to navigate a challenging tariff environment, direct sourcing model and adequate liquidity," added Fahy Downgrades: Issuer: Floor and Decor Outlets of America, Inc. Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Affirmations: Issuer: Floor and Decor Outlets of America, Inc. Probability of Default Rating, Affirmed Ba3-PD Corporate Family Rating, Affirmed Ba3 Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3) Outlook Actions: Issuer: Floor and Decor Outlets of America, Inc. Outlook, Changed to Negative from Stable RATINGS RATIONALE The rapid and widening spread of the coronavirus outbreak, deteriorating global economic outlook, falling oil prices, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The non-food retail sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, the weaknesses in Floor & Decor's credit profile, including its exposure to widespread location restrictions and closures have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and remains vulnerable to the outbreak continuing to spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Its action reflects the impact of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. Floor & Decor benefits from solid competitive position within the hard surface flooring sector, experienced management which has helped it to navigate a challenging tariff environment, direct sourcing model and adequate liquidity. The breadth and depth of its product offerings and value focused pricing position it well in the current economic environment. However, Floor & Decor faces near term earnings pressures as a result of the system wide closure of its stores as a result of measures to contain the coronavirus pandemic. And while almost all stores are still able to provide curbside pick-up, total sales will still be substantially below normal operating levels. Moody's forecasts that this will result in a weakening in Floor & Decor's credit metrics over the near term. In addition, Floor & Decor is constrained by its modest scale, aggressive growth strategy, limited geographic diversity and cyclical nature of its core target market -- home remodeling. Governance is a key credit factor. Floor & Decor's board of directors is a mix of individuals with large company experience and relatively varied periods of board tenure. Floor and Decor's board has 11 members, 9 of which are designated as independent and separate Chairman and CEO roles. Floor & Decor is a publicly traded company, although around 19% remains held by private equity firms. In addition, the company's financial strategy is balanced with moderate levels of funded debt and no dividend or share repurchase program. This is due in part to the high level of capex needed to support its store growth initiative that results in modest free cash flow and minimal cash balances. Retailers are highly reliant on external suppliers, and this implies social risks related to responsible sourcing. Consumers are increasingly mindful of sustainability issues, the treatment of work-force, data protection and the source of the products. While this may not essentially translate into positive or negative credit pressure, over time these factors can impact brand image, and retailers will have to work towards sourcing transparency and investments in sustainable supply chains. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could result in an upgrade include the continued success of profitably growing its store base which leads to a steady and meaningful increase in Floor & Decor's scale and geographic diversification while maintaining positive operating trends at both existing and new locations. Quantitatively, ratings could be upgraded if debt to EBITDA remained around 3.0 times and EBIT to interest coverage was above 4.0 times on a sustained basis. An upgrade would also require good liquidity driven by sustained and material positive free cash flow. Ratings could be downgraded in the event operating performance fell short of expectations or financial strategy were to become more aggressive in regards to debt financed transactions or shareholder returns resulting in debt to EBITDA sustained above 4.0 times or EBIT to interest below 3.0 times. Ratings could also be downgraded if liquidity were to deteriorate. Floor & Decor is a leading retailer of hard surface flooring in the United States with 115 stores. Annual revenues are about $2.0 billion. The principal methodology used in these ratings was Retail Industry published in May 2018. FRONTIER COMMUNICATIONS: Fitch Cuts IDR to D on Restructuring ------------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Rating of Frontier Communications Corporation and its subsidiaries to 'D' from 'C'. Fitch's rating actions follow the company, along with its direct and indirect subsidiaries, entering into a restructuring support agreement with certain of its bondholders. The agreement includes agreed-upon terms for a pre-arranged financial restructuring that leaves secured debtholders and general unsecured creditors unimpaired. Consenting noteholders have agreed to support a financial restructuring under the plan to be filed under Chapter 11 of the U.S. Bankruptcy Code. Frontier and certain subsidiaries have entered into a commitment letter with a number of financial institutions for the provision of a DIP revolving credit facility in the amount of $460 million to satisfy the company's liquidity requirements during the bankruptcy process. On March 16, 2020, Frontier announced that it planned to defer $322 million of coupon payments due on the 8.875% senior unsecured 2020 notes, 10.5% senior unsecured 2022 notes, 11% senior unsecured 2025 notes and 6.25% senior unsecured 2021 notes. Frontier had entered a 60-day grace period during which it was in negotiations with creditors regarding a potential capital restructuring. The company also deferred payments of interest due on April 1, 2020, pertaining to certain debentures. Fitch may withdraw the ratings 30 days after a default. KEY RATING DRIVERS Recovery Analysis: The recovery analysis assumes Frontier would be considered a going concern in a bankruptcy and the company would be reorganized rather than liquidated. Fitch assumed a 10% administrative claim. Frontier's going concern EBITDA estimate of approximately $2.6 billion reflects Fitch's view of a sustainable, post-reorganization EBITDA level. The GC EBITDA incorporated in the analysis reflects the industry's intense competitive dynamics, resulting in customer losses and pricing pressures stressing profitability. In addition, the analysis excludes EBITDA from the Northwest operations, which are expected to be sold in the first half of 2020. For the GC, Fitch uses an enterprise value multiple of 4.8x to calculate a post-reorganization valuation. There are two bankruptcy cases of similar businesses analyzed in Fitch's telecom, media and technology bankruptcy case study report: FairPoint Communications, Inc. and Hawaiian Telcom Holdco, Inc. Both filed for bankruptcy in 2008 and emerged with multiplies of 4.6x and 3.7x, respectively. In addition, both were sold in recent acquisitions for 5.9x and 5.6x, respectively. The median multiple for the nine telecom companies in Fitch's report was 5.2x. Frontier's announced sale of its Northwest operations was in the low-5.0x range, taking into account the modest decline in EBITDA expected by the time the sale closes. In early-2020, the sale of Cincinnati Bell was announced at a multiple of more than 6.0x. The slightly lower recovery multiple for Frontier takes into account its weaker competitive position in the industry and the company's exposure to legacy assets. Fitch notes the company benefits from a strong fiber-to-the-home network and the potential for broadband customer growth through the CAF II and forthcoming Rural Digital Opportunity Fund programs. Challenging Operating Environment: Frontier's revenues declined 6% in 2019; revenues could remain pressured in 2020 due to economic weakness arising from the slowing economy and disruptions from the coronavirus pandemic. While telecom operators are not expected to be materially affected by the latter at this time, Fitch expects to see some weakness, primarily from small and medium businesses. Pending Asset Sale: Frontier has a definitive agreement to sell its operations in Washington, Oregon, Idaho and Montana (the Northwest operations) to WaveDivision Capital, LLC (WDC) for $1.352 billion in cash, subject to closing adjustments. The transaction is expected close in 1H20. ESG Commentary: Unless otherwise disclosed, 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. Frontier has an ESG Relevance Score of 4 for Management Strategy due operational challenges following the close of the Verizon transaction that resulted in elevated subscriber churn and weaker than expected revenue, which had a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Parent-Subsidiary Relationship: Fitch linked the IDRs of Frontier and its operating subsidiaries based on their strong operational ties. DERIVATION SUMMARY Frontier has a higher exposure to the more volatile residential market compared with CenturyLink, Inc. (BB/Stable), one of its wireline peers, and to some extent, Windstream Services, LLC. Incumbent wireline operators within the residential market face wireless substitution and competition from cable operators with facilities-based triple-play offerings, including Comcast Corp. (A-/Stable) and Charter Communications Inc. (Fitch rates Charter's indirect subsidiary, CCO Holdings, LLC, BB+/Stable.) Cheaper alternative offerings, such as voiceover internet protocol and over-the-top (OTT) video services provide additional challenges. Incumbent wireline operators had modest success with bundling broadband and satellite video service offerings in response to these threats. Frontier has a relatively weak competitive position based on the scale and size of its operations in the higher-margin enterprise market. In this market, Frontier is smaller than AT&T Inc. (A-/Stable), Verizon Communications Inc. (A-/Stable) and CenturyLink. All three companies have an advantage with national or multinational companies given their extensive footprints in the U.S. and abroad. Frontier also has a slightly smaller enterprise business than its wireline peer Windstream. Compared with Frontier, AT&T and Verizon maintain lower financial leverage, generate higher EBITDA margins and FCF, and have wireless offerings that provide more service diversification. KEY ASSUMPTIONS -- Organic revenues declined 6% in 2019, and a mid-single-digit decline in organic revenue is expected in 2020. -- EBITDA is expected to decline due to pressure on revenues, partly offset by cost savings from efficiency initiatives. RATING SENSITIVITIES Rating sensitivities do not apply given the financial restructuring plan to be filed under Chapter 11 of the U.S. Bankruptcy Code. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Frontier and certain subsidiaries have entered into a commitment letter with a number of financial institutions for the provision of a DIP revolving credit facility in the amount of $460 million to satisfy the company's liquidity requirements during the bankruptcy process. There is an option to convert the DIP facility into an exit RCF. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Frontier Communications Corporation: 4.2; Management Strategy: 4 Frontier has an ESG Relevance Score of 4 for Management Strategy due to operational challenges following the close of the Verizon transaction that resulted in elevated subscriber churn and weaker than expected revenue, which had a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. FS ENERGY: S&P Cuts ICR to 'B-' on Portfolio Stress; Outlook Dev. ----------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on FS Energy and Power Fund (FSEP) to 'B-' from 'B+'. The outlook is developing. At the same time, S&P lowered the rating on FSEP's senior secured notes to 'B-' from 'B+'. S&P also removed the ratings from CreditWatch, where S&P had placed them with negative implications on March 24, 2020. The downgrade reflects S&P's increased visibility into the stress FSEP's portfolio has come under in the first quarter. It also reflects the funding and covenant pressures that have come as a result of the sharp decline in asset values. In a recently released 8-K, the company lowered the price at which it issues shares under its distribution reinvestment plan to $3.70 per share, effective March 31. Using Dec. 31 shares outstanding, this implies that shareholder equity as of March 31 was between $1.6 billion and $1.7 billion, versus $2.4 billion as of Dec. 31, 2019. S&P also expects that the company's portfolio will be under increased fundamental pressure, with a potential increase in non-accruals, credit events, and restructurings. The decline in the portfolio has impacted the company's funding arrangements. Specifically, an event of default occurred under the company's JPMorgan credit facility as a result of a breach of its minimum shareholder equity covenant. While this event of default was waived, its borrowing capacity under the facility was permanently lowered to $185 million--from up to $463 million The developing outlook reflects the possibility of a higher or lower rating depending on the company's ability to address its Goldman facility on satisfactory terms over the next few months. It also reflects uncertainty about the direction of energy markets and the resulting impact on the health of the company's portfolio. S&P could lower the ratings if it believes FSEP is at risk of further covenant breaches. This could occur if it is unable to renegotiate or pay down its Goldman facility, or if the portfolio comes under further material stress. On the other hand, S&P could raise the ratings if FSEP renegotiates or pays down its Goldman facility, such that risk of a covenant breach becomes unlikely. It would also be contingent upon the portfolio not showing significant further deterioration beyond what it expects to have occurred in the first quarter. GASPER RICE: May 26 Hearing on Disclosure Statement and Plan ------------------------------------------------------------ On Dec. 12, 2019, Gasper Rice Resources, Ltd., filed its proposed Plan of Reorganization and Disclosure Statement. On March 26, 2020, Woodforest National Bank, a national banking association, filed its Second Emergency Agreed Motion for Continuance of the Combined Disclosure Statement and Confirmation Hearing, and Extension of Related Deadlines, which was approved entry of an agreed order. Pursuant to the Agreed Order, the hearing on the confirmation of the Plan and final approval of the Disclosure Statement is further rescheduled to May 26, 2020 at 2:00 pm (CT), and such hearing will take place at the United States Bankruptcy Court at Courtroom #402, 515 Rusk Avenue, Houston, Texas 77002. Attorneys for Woodforest National Bank: Lloyd A. Lim Rachel I. Thompson REED SMITH LLP 811 Main Street Suite 1700 Houston, TX 77002 Tel: (713) 469-3671 Fax: (713) 469-3899 E-mail: LLim@ReedSmith.com RIThompson@ReedSmith.com About Gasper Rice Resources Gasper Rice Resources, Ltd. -- http://www.gasperrice.com/-- is a Texas limited partnership in the oil and gas extraction industry. It operates wells primarily located in the Gulf Coast of Texas and participates as a non-operator in properties located in Texas, Louisiana, Oklahoma and Mississippi. Gasper Rice Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31371) on March 11, 2019. At the time of the filing, the Debtor disclosed $2,116,190 in assets and $2,484,425 in liabilities. The case is assigned to Judge Eduardo V. Rodriguez. The Debtor is represented by the Law Office of Margaret M. McClure. GATEWAY CASINOS: S&P Cuts ICR to 'CCC+'; Ratings on Watch Negative ------------------------------------------------------------------ S&P Global Ratings lowered all of its long-term ratings on Gateway Casinos & Entertainment Ltd. and Leisure. to 'CCC+' from 'B-'. S&P also revised its liquidity assessment on the company to less than adequate from adequate to reflect the tight cushion under Gateway's net debt covenant. Finally, S&P placed all the ratings on Gateway on CreditWatch with negative implications, reflecting the potential for another downgrade given the macroeconomic uncertainty and the increasing likelihood of a distressed debt restructuring should consumer confidence not improve materially. Forecast lower debt repayment and tight covenant cushion are additional risks during these uncertain times. On March 26, 2020, during a special meeting of Leisure's (a special purpose acquisition company [SPAC]) stockholders to extend the life of the SPAC, the stockholders redeemed about US$176.3 million of their shares in cash, leaving only US$21.3 million in the trust account. That remaining amount, in addition to US$30 million equity support from HG Vora Capital Management LLC, will be used to complete the business combination between GTWY Holdings Ltd. (the holding company that owns a 100% equity interest in Gateway) and Leisure. S&P now expects a debt reduction of about US$20 million (net of transaction costs) compared with the original US$165 million, and with Gateway entering 2020 with a highly leveraged capital structure (about 8.5x leverage), the drop in revenue combined with less debt repayment could potentially result in an unsustainable capital structure. "At the same time, Gateway exited fiscal 2019 with about a 10% cushion under its net leverage covenant. Given the continued shutdown of the company's casinos in Canada, we believe the company could be hard pressed to sustain the covenant cushion and might need to seek an amendment or waiver from its banking syndicate." Even though we acknowledge that Gateway has about C$125 million of cash on the balance sheet that could partially finance the company's ongoing operating costs and interest expense, absent covenant relief there is a risk of default under the company's credit facility. The combination of an unsustainable capital structure and reduced cash flow elevates the risk that Gateway might need to seek refinancing or a debt restructuring in some form, depending on its ability to reduce operating costs and its path to recovery," S&P said. The CreditWatch placement reflects the potential for a downgrade over the next few months on Gateway if liquidity deteriorated, resulting in additional pressure on the company's ability to meet debt service and fixed charges in the coming quarters and increasing the likelihood of a distressed debt restructuring. GLOBALTRANZ ENTERPRISES: S&P Cuts ICR to 'CCC+'; Outlook Stable --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on GlobalTranz Enterprises LLC to 'CCC+' from 'B-' as it now views current leverage levels as unsustainable over the long term. S&P also lowered its issue-level rating on the company's first-lien term loan and revolving credit facility to 'CCC+'. "After a difficult 2019, we expect GlobalTranz's credit metrics to remain weak through 2020. Freight transportation markets experienced substantially lower pricing and volumes in 2019 because of significant oversupply and lower demand. This was due in part to lower industrial production and tariff-related global trade uncertainties. Spot-market pricing for truckload transportation (which accounts for more than half of GlobalTranz's revenues) was particularly affected, following a prolonged period of price increases in 2017 and 2018, a period of driver shortages and strong demand," S&P said. "We expect this weakness in GlobalTranz's revenues and earnings to continue in 2020 due to lower demand, given business disruptions arising from extensive shutdowns and our forecast for a global economic recession, both due to the coronavirus. The company has yet to report its 2019 results. However, we expect revenue grew in the low-teens percent area in 2019 (compared with previous expectations in the low-30% area) and that it will grow in the high-single-digit percent area in 2020 (compared with previously expected 10%). We hence expect credit metrics to be significantly weaker than our earlier estimates, with debt to EBITDA in the 10x to 15x area in 2019 and 2020 (versus earlier expectations of high-8x and high-6x, in 2019 and 2020, respectively). We expect improvement to around 9x in 2021, as the economy begins to recover. We expect FFO to debt to remain in the low-single-digit percent area throughout our forecast period. We view these credit metrics as very weak and unsustainable over the long term," S&P said. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety factors. The stable outlook reflects S&P's expectation that GlobalTranz's credit metrics will remain weak, but the company will have sufficient liquidity availability to absorb unanticipated negative events over the next 12 months, given lack of near-term maturities and minimal capital spending requirements. "We could raise our ratings if GlobalTranz reports better-than-expected operating results such that we expect the company's debt to EBITDA to improve to below 9x and FFO to debt to improve to the mid-single-digit percent area on a sustained basis," S&P said. "We could lower our rating on GlobalTranz if we believe it is increasingly likely it will miss a debt repayment or will undertake a distressed exchange of its debt," the rating agency said. GRANITE TACTICAL: To Seek Plan Confirmation on April 28 ------------------------------------------------------- Judge Benjamin A. Kahn has ordered that the Disclosure Statement filed by Granite Tactical Vehicles, Inc., on March 26, 2020 is conditionally approved. April 27, 2020, is fixed as the last date for filing and serving in accordance with Rule 3017(a), Federal Rules of Bankruptcy Procedure, written objections to the Disclosure Statement. The hearing on confirmation of the Plan and final approval of Disclosure Statement is scheduled on April 28, 2020 at 9:30 a.m. in U.S Bankruptcy Court, 101 South Edgeworth Street, 2nd Floor, Courtroom 1, Greensboro, NC 27401. April 27, 2020, is fixed as the last day for filing written acceptance or rejections of the Plan. A ballot should be completed and filed with the Court on or before the date fixed herein. April 27, 2020 is fixed as the last day for filing and serving written objections to the confirmation of the Plan. About Granite Tactical Vehicles Granite Tactical Vehicles, Inc., filed a voluntary Chapter 11 petition (Bankr. M.D.N.C. Case No. 19-50775) on July 30, 2019. At the time of filing, the Debtor had estimated assets of $1 million to $10 million and estimated liabilities of $100,001 to $500,000. The Debtor is represented by Dirk W. Siegmund, Esq., at Ivey, McClellan, Gatton & Siegmund, in Greensboro, N.C. The case is assigned to Hon. Benjamin A. Kahn. HEARTS AND HANDS: Court Keeps Patient Care Ombudsman ---------------------------------------------------- Gary Spraker, the United States Bankruptcy Judge for the District of Alaska, has denied the motion for an order terminating the appointment of the patient care ombudsman for Hearts and Hands of Care,Inc., pursuant to Section 333 of the Bankruptcy Code, 11 U.S.C. Section 101 et seq. The Court held that the Notice of Appointment of Patient Care Ombudsman is modified to provide that the Patient Care Ombudsman's periodic reports regarding patient care, pursuant to 11 U.S.C.Section 333(b)(2), shall be filed with the Court every 90-days. The Patient Care Ombudsman's third report shall be filed by April 1, 2020. About Hearts and Hands of Care Hearts and Hands of Care, Inc. is a home and community-based waiver services agency which is certified for and provides waiver-funded services. HHOC provides both habilitative and non-habilitative services to support individuals with a variety of disabilities, as well as their families. The agency provides services to approximately 212 recipients. Hearts and Hands of Care sought Chapter 11 protection (Bankr. D. Alaska Case No. 19-00230) on July 22, 2019. In the petition signed by CEO Kisha Smaw, the Debtor was estimated to have assets of at least $50,000 and liabilities at $1 million to $10 million. Judge Gary Spraker oversees the case. Peyrot and Associates P.C. is the Debtor's legal counsel. HELIUS MEDICAL: Gets $323K Loan Under Paycheck Protection Program ----------------------------------------------------------------- Helius Medical Technologies, Inc. received loan proceeds of $323,000 under the Paycheck Protection Program. The Paycheck Protection Program was established under the recent congressionally-approved Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") and is administered by the U.S. Small Business Administration. The PPP Loan to the Company is being made through JPMorgan Chase Bank, N.A., a national banking association. The term of the PPP Loan is two years. The annual interest rate on the PPP Loan is 0.98%, which shall be deferred for the first six months of the term of the loan. The promissory note evidencing the PPP Loan contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, and/or filing suit and obtaining judgment against the Company. Under the terms of the CARES Act, PPP Loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payroll costs and mortgage interest, rent or utility costs and the maintenance of employee and compensation levels. No assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. About Helius Medical Helius Medical Technologies -- http://www.heliusmedical.com-- is a neurotech company focused on neurological wellness. The Company's purpose is to develop, license and acquire unique and non-invasive platform technologies that amplify the brain's ability to heal itself. The Company's first product in development is the Portable Neuromodulation Stimulator (PoNSTM). Helius Medical reported a net loss of $9.78 million for the year ended Dec. 31, 2019, compared to a net loss of $28.62 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $10.35 million in total assets, $4.51 million in total liabilities, and $5.83 million in total stockholders' equity. BDO USA, LLP, in Philadelphia, Pennsylvania, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 12, 2020 citing that the Company has incurred substantial net losses since its inception, has an accumulated deficit of $104.8 million as of Dec. 31, 2019 and the Company expects to incur further net losses in the development of its business. These conditions raise substantial doubt about its ability to continue as a going concern. HILLMAN COS: S&P Alters Outlook to Negative ------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based The Hillman Cos. Inc. (Hillman) to negative from stable. At the same time, S&P affirmed its 'B-' issue-level rating on the company's senior secured debt and its 'CCC' issue-level rating on its senior unsecured debt. S&P's '3' recovery rating on the secured debt and '6' recovery rating on the unsecured debt remain unchanged. The company's products are susceptible to an economic downturn and its operating performance may deteriorate due to its unfavorable business mix. S&P's negative outlook is predicated on its view that Hillman's performance will be disrupted by the coronavirus pandemic and related recession, weakening its profitability and causing its leverage to remain elevated. While hardware has been designated an essential business and the company's key retail customers, such as Home Depot, Lowe's, and ACE Hardware, remain open, S&P believes that its unfavorable product mix and lower store traffic will hurt its operating results. Although Hillman continues to generate sales, its product mix will suffer as its higher-margin key and engraving businesses experience lower demand. The company's sales in its hardware segment have been largely flat as consumers have more time for do-it-yourself (DIY) projects due to the shelter-in-place mandates across most of the U.S. The performance of Hillman's gloves sales in the personal protective equipment segment has exceeded S&P's expectations because consumers are increasingly looking to protect themselves against the spread of the coronavirus, though this business features lower margins than its other segments. S&P's negative outlook on Hillman reflects the elevated risk of a downgrade over the next 12 months. "We could downgrade Hillman if we believe its capital structure will become unsustainable, its liquidity will become constrained, or that its EBITDA interest coverage will decline to near 1x. We could also downgrade the company if we expect it to be unable to generate sufficient cash flow to meet its debt service requirements for a prolonged period. We believe this could occur if the retail environment remains weak and macroeconomic conditions deteriorate such that consumers continue to defer their purchases of higher-margin items or decide against purchasing these products altogether. Additionally, we believe that a substantial disruption at Hillman's distribution centers could materially reduce its profit," S&P said. "We could revise our outlook on Hillman to stable if we expect the operating environment to improve such that retail customers will resume normal buying behavior, the economic recovery is faster than anticipated, risk of an unsustainable capital structure is diminished, and we expect the company to generate free cash flow in excess of its required debt repayment," the rating agency said. HILTON WORLDWIDE: Moody's Confirms Ba1 CFR, Outlook Negative ------------------------------------------------------------ Moody's Investors Service confirmed Hilton Worldwide Finance, LLC's (together with Hilton Domestic Operating Company Inc. and Hilton Escrow Issuer LLC, "Hilton") ratings, including its Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, Baa3 senior secured rating, and Ba2 senior unsecured rating. The company's Speculative Grade Liquidity Rating of SGL-1 is unchanged. At the same time, Moody's assigned a Ba2 rating to the planned $500 million senior unsecured note issuance of Hilton Domestic Operating Company Inc. The outlook on Hilton Worldwide Finance, LLC is negative. This concludes the review for downgrade that was initiated on March 23, 2020. "The confirmation reflects Hilton's improved liquidity position as the company faces material earnings decline and pressure on its free cash flow in 2020 due to global travel restrictions related to the spread of the coronavirus (COVID-19)," stated Pete Trombetta, Moody's lodging and cruise analyst. "The $1.0 billion of proceeds from Hilton's pre-sale of Hilton Honor points to American Express, the approximate $1.5 billion drawdown on its revolving credit facility, and the planned $500 million note issuance provides the company with sufficient liquidity to absorb the material cash burn Moody's forecasts the company will face in 2020," added Trombetta. Assignments: Issuer: Hilton Domestic Operating Company Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4) Confirmations: Issuer: Hilton Domestic Operating Company Inc. Senior Unsecured Regular Bond/Debenture, Confirmed at Ba2 (LGD4 from LGD5) Issuer: Hilton Escrow Issuer LLC Senior Unsecured Regular Bond/Debenture, Confirmed at Ba2 (LGD4 from LGD5) Issuer: Hilton Worldwide Finance, LLC Probability of Default Rating, Confirmed at Ba1-PD Corporate Family Rating, Confirmed at Ba1 Senior Secured Bank Credit Facility, Confirmed at Baa3 (LGD2) Senior Unsecured Regular Bond/Debenture, Confirmed at Ba2 (LGD4 from LGD5) Outlook Actions: Issuer: Hilton Worldwide Finance, LLC Outlook, Changed To Negative From Rating Under Review RATINGS RATIONALE The rapid and widening spread of the coronavirus outbreak, deteriorating global economic outlook, falling oil prices, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The lodging sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, the weaknesses in Hilton's credit profile, including its exposure to increased travel restrictions for US citizens which represents a majority of the company's revenue and earnings have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and the company remains vulnerable to the outbreak continuing to spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Its action reflects Hilton's ability to bolster its liquidity in the face of such unprecedented disruption. Hilton's credit profile derives support from its large scale -- with 971,780 rooms Hilton is the second largest rated hotel company, only behind Marriott -- its well-recognized brands and good diversification by geography and industry segment. Hilton's hotels are located in 119 countries and territories across the world. Hilton's credit profile also benefits from its very good liquidity profile which, under normal circumstances, includes strong free cash flow and a $1.75 billion revolving credit facility. In March 2020 Hilton drew down its revolver in full to have additional cash on hand during this period of unprecedented operating pressure and financial volatility. Following the revolver draw, the proceeds of the aforementioned honor points pre-sale, and the planned note issuance, Moody's estimates that Hilton has about $3.0 billion of cash on hand. In the short run, Hilton's credit profile will be dominated by the length of time that the lodging industry continues to be highly disrupted and the resulting impacts on the company's cash consumption and its liquidity profile. The normal ongoing credit risks include its historically high leverage relative to other Ba1 rated companies and its expectation that its debt/EBITDA will not return to below its 4.5x downgrade factor until at least the end of 2022. The negative outlook reflects its expectation that global travel restrictions related to the spread of the coronavirus will put significant pressure on Hilton's earnings in 2020, with revenue per available room (RevPAR) declines of as much as 90% in the second quarter of 2020. Its base case assumes modest improvement in the second half of 2020 and into 2021, resulting in leverage of about 6.0x to 6.5x at the end of 2021 with additional improvement to less than 5.0x by the end of 2022. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a downgrade include the continuation of depressed occupancy and RevPAR through the second half of 2020 beyond its base case assumption or updated expectations for a weaker recovery, resulting in debt/EBITDA remaining above 6.25x at the end of 2021 or an expectation that debt/EBITDA will remain above 4.5x over the longer term. The outlook could be revised to stable if there are signs of improving travel trends, including business travel, into 2021 leading to an expectation that the company's finances will stabilize in the near term and that debt/EBITDA will improve to below 4.5x over the medium term. An upgrade could come if travel demand returns to near prior levels and debt/EBITDA improved to a level approaching 3.5x. Hilton Worldwide Holdings Inc. is a leading hospitality company with 5,685 managed, franchised, owned and leased hotels, resorts and timeshare properties comprising about 972,000 rooms in 119 countries and territories around the world. 2019 net revenues were $3.7 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. IMPERVA INC: Fitch Lowers LongTerm IDR to 'B-', Outlook Stable -------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Rating for Imperva, Inc. to 'B-' from 'B'. The Rating Outlook is Stable. Fitch has also downgraded the rating for Imperva's $100 million first-lien secured revolver and $760 million first-line secured term loan to 'B'/'RR3' from 'B+'/'RR3', and the $290 million second-lien secured term loan to 'CCC'/'RR6' from 'CCC+'/'RR6'. The ratings reflect Fitch's expectation for revenue headwinds in 2020-2021 as a result of uncertainties arising from the coronavirus impact on macroeconomic outlook despite Imperva's exposure to large enterprises that tend to be more resilient through economic cycles. While Fitch believes Imperva is well positioned in the enterprise cybersecurity industry with high levels of recurring revenue, the expected macroeconomic headwinds could result in a lower net retention rate as customers reduce budget for product upgrades. Imperva's high financial leverage post-acquisition by Thoma Bravo in 1Q 2019 leaves the company's credit protection metrics in uncertain economic environment more consistent with the 'B-' rating category. Fitch estimates Imperva's gross leverage to remain high at approximately 9x in 2022, a year later than previous expectations largely due to weaker revenue growth through 2021. KEY RATING DRIVERS Weaker Economic Outlook Dampens Revenue Growth: In spite of Imperva's exposure to the more resilient enterprise market segment, Fitch believes the economic uncertainties induced by the coronavirus are likely to dampen the net retention rate as customers become cautious and limit incremental spending. This is likely to result in below normal revenue growth for Imperva through 2021. Despite the near-term weakness, Fitch believes Imperva would retain its strong industry position and benefit from the mission-critical nature of its products within its enterprise customers' overall cybersecurity solution, projected to continue growing in the teens in a normal economic environment. Elevated Leverage Profile: Imperva's financial leverage is high for the rating category. Fitch expects Imperva to maintain an elevated leverage profile over the rating horizon given its private equity ownership. Fitch expects the company to continue executing on its cost optimization plan post acquisition by Thoma Bravo in 1Q 2019 with profitability nearing normalized levels by 2H 2020. However, the expected macroeconomic weakness induced by the coronavirus could leave gross leverage elevated through 2022. In the medium-term, Fitch expects excess cash flow to be prioritized towards incremental tuck-in acquisitions rather than voluntary debt reduction. Secular Tailwind Supporting Growth: Imperva is exposed to sub-segments of the IT security industry that are forecasted to have compounded annual growth rate CAGR in the mid-teens in a normal economic environment. These sub-segments include WAF, DDoS, RASP and Data Security. The importance of these sub-segments has been elevated in recent years as user mobility and IT architecture have evolved and blurred the network boundaries between on-premise infrastructure and the cloud, resulting in traditional network firewalls being less effective. New threat detection methods are intended to complement legacy IT security measures. Fitch believes the rising adoption of cloud computing would continue to drive demand growth for these IT security services as IT workloads increasingly reside in a hybrid IT world. Constrained Near-term FCF: Fitch expects the mission critical nature and high switching cost of Imperva's products to lead to relatively higher visibility to revenues and profitability. However, due to Imperva's significant financial leverage and other near-term cash expenses resulting from the LBO, FCF margins are forecasted to remain suppressed in the mid to low-single digits through 2021. In the long term, Fitch expects Imperva's FCF margins to be sustained in the teens. Leader in Niche Sub-segments: According to third-party industry research, Imperva is perceived to be a leader in WAF, DDoS and RASP. Fitch believes Imperva's leadership position in these markets would enable the company to capitalize on the secular industry growth. While larger competitors such as Akamai Technologies, Inc., F5 Networks, Inc. and IBM Corporation exist for different solutions, the competing solutions have generally evolved from adjacent services. Fitch believes Imperva's purpose-built solutions to address these niche sub-segments provide greater product performance. In Fitch's view, this is a competitive advantage for Imperva as demonstrated by its strong presence in various industry verticals. High Revenue Retention Rate and Recurring Revenue: Imperva's net revenue retention rate has consistently been high, implying sticky products with high switching costs. In addition, the company has been shifting its revenue structure to be more recurring by migrating customers to subscriptions from licenses. The high revenue retention and recurring revenue enhances the predictability of Imperva's financial performance and increases the lifetime value of customers. Diversified Customer Base: The company's products are adopted by over 6,400 customers across a wide range of industry verticals, including: financial services, healthcare, technology, retail and telecom. The diversification across customers and industry verticals effectively minimizes customer concentration risks and reduces revenue volatility through economic cycles. Fitch views such characteristics favorably as it reduces risks in the context of secular industry growth. DERIVATION SUMMARY Fitch's ratings are supported by Imperva's leadership in the growing IT and data security industry. Fitch expects the growth for the product category to see CAGR in the mid-teens in a normal economic environment. The financial leverage for the company is high for the rating category and weakens the credit protection metrics. The economic uncertainties induced by the coronavirus would dampen near-term growth potential for Imperva as customers become more cautious on incremental spending for product upgrades limiting Imperva's net retention rate that had historically been at over 100%. In the longer-term, as a leader in this product category, Fitch expects Imperva to capitalize on the category growth. Imperva's purpose-built solutions complement existing network firewalls being used by enterprise customers to protect an increasingly mobile user base and evolving network architecture that incorporates cloud adoptions. Imperva's focus around the emerging niche category enables the company to offer products that are superior to competing products as demonstrated by its over 6,400 customers. The high revenue retention and increasing recurring revenue from subscription provide a high level of predictability for its operations. At the IT security industry level, Fitch believes the heightened awareness of IT security risks arising from high profile security breaches in recent years provide support for the secular growth of the industry. Imperva was acquired by Thoma Bravo in 1Q 2019 for $2.1 billion financed with $1.05 billion in term loans and remainder from equity contribution and cash on balance sheet. Fitch estimates Imperva's gross leverage for fiscal 2019 to be approximately 10x. The forecasted weaker revenue growth through 2021 would leave gross leverage at similar levels until 2022 when Fitch estimates leverage to approach 9x. Given the high financial leverage, Fitch views Imperva's financial flexibility relatively more constrained than peers in the technology sector. Imperva's industry expertise, revenue scale, leverage and liquidity profile are consistent with the 'B-' rating category. KEY ASSUMPTIONS Fitch's Key Assumptions Within its Rating Case for the Issuer -- Revenue decline by low-single-digits in 2020 and 2021 before normalizing to approximately 10% in 2022; -- EBITDA margin reaches near normalized levels by 2021; -- Deferred RSU outflows completed by 2020; -- Capital intensity held near 3% of revenue over the forecast; -- No significant acquisitions through 2022 as the company navigates through economic headwinds; -- No dividend payments through 2022. -- No voluntary debt payments. KEY RECOVERY RATING ASSUMPTIONS -- The recovery analysis assumes that Imperva would be reorganized as a going-concern in bankruptcy rather than liquidated. -- Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach -- In estimating a distressed enterprise value for Imperva, Fitch assumes a going concern EBITDA that is approximately 20% lower relative to LTM Q4 2019 EBITDA resulting from a combination of revenue decline and margin compression on lower revenue scale. -- Fitch applies a 7x multiple to arrive at EV of $591 million. The 7.0x multiple is adjusted from 6.5x used previously as the company has rapidly transitioned to recurring subscription revenue model that provides improved visibility and high revenue to FCF conversion. The multiple is also higher than the median Telecom, Media, and Technology enterprise value multiple, but is in line with other similar software companies that exhibit strong FCF characteristics. In the 21st edition of Fitch's Bankruptcy Enterprise Values and Creditor Recoveries case studies, Fitch notes nine past reorganizations in the Technology sector with recovery multiples ranging from 2.6x to 10.8x. Of these companies, only three were in the Software sector: Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent, Inc., which received recovery multiples of 8.4x, 8.1x and 5.5x, respectively. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. -- The allocation of value in the liability waterfall results in recovery corresponding to 'RR3' recovery for the first-lien revolver and term loan. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch's expectation that gross leverage (Total Debt with Equity Credit/Operating EBITDA) sustaining below 8x or FFO leverage below 7x; --(CFO-Capex)/Total Debt with Equity Credit ratio sustaining above 3%; -- Organic revenue growth sustaining above high-single digits. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch's expectation that (CFO-Capex)/Total Debt with Equity Credit ratio sustaining below 0%; -- FFO Fixed Charge Coverage sustaining below 1.25x; -- Organic revenue growth sustaining near or below 0%. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Imperva's FCF generation post the LBO was suppressed primarily due to transaction related expenses. Fitch expects Imperva's FCF to reach near-normalized levels starting 2H 2020. The company's liquidity is projected to be adequate supported by its FCF generation and an undrawn $100 revolving credit facility, and readily available cash and cash equivalents. Imperva's cash flows will be support by normalized EBTIDA margins and significant recurring cash flows from their services operating segment. Liquidity is largely constrained by a significant interest expense burden and a prefunded deferred RSU pay-out that should taper off in the near-term. Debt Structure: Imperva has $1.05 billion of debt on its books, separated into a secured first lien and a secured second-lien term loan. The $760 million first-lien secured term loan is due January 2026 and the $290 second-lien secured loan is due in January 2027. Given the recurring revenue nature of the business, adequate liquidity, and favorable cost structure, Fitch believes Imperva will be able to make its required debt payments. While the near-term economic headwind dampens Imperva's ability to deliver through EBITDA growth, Fitch believes Imperva's operating profile remains strong. 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. JAMES SKEFOS: Private Sale of Memphis Property to Johnsons Approved ------------------------------------------------------------------- Judge Jennie D. Latta of the U.S. Bankruptcy Court for the Western District of Tennessee authorized the private sale by Michael Collins, Chapter 11 Trustee of the Debtors James Skefos and affiliates, of the real property located at 1180, 1182; 1184, 1186; and 1188, 1190 Brown Avenue, Memphis, Tennessee to Michelle Shole-Johnson and Kojo Shole-Johnson. The sale of the Real Property is free and clear of all Interests of any kind or nature whatsoever, except that the Real Property will remain encumbered by the statutory liens attributable to ad valorem property taxes for tax year 2020. All property taxes, demolition charges, weed charges, interest/penalty, and any other charges secured by the Real Property, which are payable to Shelby County or to City of Memphis at the time of closing of the sale of the Real Property, will be paid at the time of such closing. All property taxes for tax year 2020 will be allocated pro-rata between, on the one hand, the Debtor, and on the other hand, the Buyers, based on the duration of ownership of the Real Property. The 14-day stay established by Bankruptcy Rule 6004(h) and notice requirements established by Bankruptcy Rule 6004(a) are both waived. James Skefos sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 17-28243) on Sept. 18, 2017. The Debtor tapped Daniel Lofton, Esq., at Craig & Lofton, P.C. as counsel. JAZZ IT UP: Seeks Authorization on Cash Collateral Use ------------------------------------------------------ Jazz It Up Barber & Beauty Salon, Inc. seeks authorization from the U.S. Bankruptcy Code for the Middle District of Florida to use cash collateral to fund its operating expenses and costs of administration for the duration of the chapter 11 case. The Debtor believes that GTE Federal Credit Union and Synovus Bank may claim blanket liens against its assets. The Debtor offers the Secured Creditors the following as adequate protection: (i) post-petition replacement liens on the Secured Creditor Assets to the same extent, validity, and priority as existed pre-petition; (ii) the right to inspect the Secured Creditor's Collateral; and (iii) copies of monthly financial documents generated in the ordinary course of business and other information as the Secured Creditors reasonably request with respect to the Debtor’s operations. About Jazz It Up Barber Jazz It Up Barber & Beauty Salon, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01161) on Feb. 11, 2020, listing under $1 million in both assets and liabilities. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., is the Debtor's legal counsel. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in Debtor's case, according to court dockets. JC PENNEY: Fitch Cuts LT IDR to 'C' on Coronavirus -------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Ratings of J.C. Penney Company, Inc. and J.C. Penney Corporation, Inc. to 'C' from 'CCC-'. In an 8-K filing on April 15, 2020, J. C. Penney disclosed that it elected not to make the approximately $12 million interest payment due and payable on April 15, 2020 with respect to its 6.375% senior notes due 2036. Under the indenture governing the 2036 senior notes, the company has a 30-day grace period to make the interest payment before such nonpayment constitutes an "event of default" with respect to the 2036 senior notes. J.C. Penney's credit profile also reflects the significant business interruption from the coronavirus pandemic and the implications of a downturn in discretionary spending that could extend well into 2021, leading to heightened liquidity concerns. Fitch projects that J.C. Penney's 2020 EBITDA could turn materially negative, projected at approximately negative-$400 million from a positive-$580 million in 2019, on a sharp revenue decline of over 25% to around $8 billion. J.C. Penney ended 2019 with liquidity of $1.8 billion, with cash on hand and availability on $2.35 billion asset-backed loan (ABL) facility maturing June 2022. J.C. Penney has about $145 million in debt maturities in 2020, including $42 million in annual term loan amortization and $105 million of unsecured notes due June 2020. Fitch anticipates J.C. Penney's cash burn to be $800 million in 2020. Given the current operating environment which has been adversely affected by the coronavirus pandemic and significant projected cash burn, Fitch believes a restructuring or default is probable. KEY RATING DRIVERS Election of Non-Payment: In an 8-K filing on April 15, 2020, J. C. Penney disclosed that it elected not to make the approximately $12 million interest payment due and payable on April 15, 2020 with respect to its 6.375% senior notes due 2036. Under the indenture governing the 2036 senior notes, the company has a 30-day grace period to make the interest payment before such nonpayment constitutes an "event of default" with respect to the 2036 senior notes. The company has elected to enter into the 30-day grace period with respect to the interest payment in order to evaluate certain strategic alternatives, none of which have been implemented at this time. The company has been evaluating options for its capital structure since mid-2019. Coronavirus Pandemic: Fitch expects the impact on revenues for the consumer discretionary sector from the coronavirus pandemic to be unprecedented, as mandated or proactive temporary closures of retail stores in "non-essential" categories severely depresses sales. Numerous unknowns remain, including the length of the outbreak; the timeframe for a full reopening of retail locations and the cadence at which it is achieved; the economic conditions exiting the pandemic, including unemployment and household income trends, particularly for J.C. Penney's target demographic; the impact of government support of business and consumers; and the impact the crisis will have on consumer behavior. Fitch assumes a scenario where discretionary retailers in the U.S. are essentially closed through mid-May with sales expected to be down 80%-90% despite some sales shifting online, with a slow rate of improvement expected through the summer. Given an increased likelihood of a consumer downturn, discretionary sales could decline in the mid-to-high single digits through the holiday season. Fitch anticipates significant growth in 2021 against a weak 2020, but expects total 2021 sales could remain 8%-10% below 2019 levels. Fitch forecasts that department store sales, which have been on a secular decline, will fare worse with 2021 sales projected to decline in the low to mid-teens. Given the typical timing of a consumer downturn (four to six quarters), revenue trends could accelerate somewhat exiting 2021, with 2022 projected as a modest growth year. Assuming this scenario, Fitch expects J.C. Penney's performance to be worse than the average given recent trends, with revenue declining over 25% in 2020 and EBITDA turning materially negative at approximately negative-$400 million versus a positive-$580 million in 2019. Material Decline in Comps: Comps declined 7.7% in 2019, with quarterly comps declining negative mid-to-high single digits since the second half of 2018. Part of the decline in 2019 comps is due to the exit of appliances and in-store furniture categories. EBITDA, excluding asset sales gains and adding back noncash based compensation, increased to $580 million in 2019, up from $563 million in 2018, and was $886 million in 2017 and over $1 billion in 2016. Prior to the recent dislocation in discretionary retail sales, Fitch expected J.C. Penney's comps to be in the negative low-to-mid single digit range in 2020, given continued weakness in key categories and the ongoing traffic challenges at mid-tier mall-based apparel retailers as volume continues to shift online and to discount channels such as fast fashion and off-price. Women's apparel, which accounted for $2.2 billion or 21% of revenue, declined 3.5% in 2019. Men's apparel and accessories, 22% of revenue, and children's apparel, 9% of revenue, have also declined in the 3%-6% range. Historically, the women's business has been over-assorted in traditional women's clothing and under-assorted in casual, contemporary and active wear. Fitch views the turnaround in this business as challenging, as it plays catch up to both existing and new entrants in a crowded space. Areas such as home and appliances, 11% of sales, which were trending positive from 2013-2017, declined 15% in 2018. Increased investment in home and appliances were initiatives begun by prior management to opportunistically take share away from struggling retailers such as Sears; however, new management eliminated appliances and in-store furniture sales in 2019, and had a 210bps negative impact on total comps, but a positive impact on gross margin. Jill Soltau, who was appointed CEO in October 2018 and previously served as President and CEO of JOANN Stores, has been putting together her senior management team and doing a comprehensive review of the J.C. Penney business. In recent months, the company has replaced or added key management positions including its CFO, Chief Customer Officer, Chief Merchant, EVP of Stores, SVP of Home Product Design and Development, Chief Transformation Officer, SVP of Asset Protection and SVP of Planning and Allocation. The company focused on inventory management to improve inventory productivity, gross margin levels and cash flow. The company reduced its inventory by 16%, 13%, 9% and 11%, respectively, in the first through fourth quarters of 2019. It has eliminated noncore and low-margin categories to focus on high-margin areas such as apparel and soft home. Recent category exits include major appliances, in-store furniture and certain online drop-ship SKUs. The major appliances and furniture businesses represented 2.7% of sales in 2018 but were negative in operating profit. The company is also focused on improving its shrink results and restoring clearance-selling margins to historical levels, which benefited gross margin in 2019. DERIVATION SUMMARY J.C Penney's downgrade to 'C' reflects its decision not to make the approximately $12 million interest payment due and payable on April 15, 2020 with respect to its 6.375% senior notes due 2036. Fitch expects J.C. Penney's EBITDA could turn materially negative in 2020 in the range of negative-$400 million. While the company ended 2019 with $1.8 billion in liquidity, cash and revolver, the significant disruption from coronavirus has led to heightened liquidity concerns given the projected cash burn. The recent rating downgrades and Outlook revisions for the department stores reflect the significant business interruption from the coronavirus pandemic and the implications of a downturn in discretionary spending that Fitch expects could extend well into 2021. Kohl's, Nordstrom, Macy's and Dillard's are expected to have sufficient liquidity to manage operations through this downturn, should Fitch's projections come to fruition. Nordstrom, Inc. (BBB-/Negative): Fitch anticipates a sharp increase in adjusted leverage to 7.0x in 2020 from 3.0x in 2019, based on EBITDA declining to approximately $550 million from $1.6 billion on a revenue decline of over 20% to $12 billion. Adjusted leverage is expected to decline to the mid-3.0x range in 2021, assuming sales declines of around 10% and EBITDA declines of about 20% in 2021 from 2019 levels. Leverage could return to under 3.5x in 2022, assuming a sustained top-line recovery. Nordstrom's ratings reflect its position as a market share consolidator in the apparel, footwear and accessories space, with its differentiated merchandise and high level of customer service enabling the company to enjoy strong customer loyalty. The company has a well-developed product offering across a diverse portfolio of full-line department stores, off-price Nordstrom Rack locations and multiple online channels. Kohl's Corporation (BBB-/Negative): Fitch anticipates Kohl's leverage to increase to over 6x in 2020 from 2.3x in 2019, based on EBITDA declining to approximately $550 million from $2 billion on a sales decline of 20% to under $16 billion. Adjusted leverage is expected to be in the mid-3x in 2021, assuming revenue declines of around 15% and EBITDA declines of around 40% in 2021 from 2019 levels. These ratings reflect its position as the second-largest department store in the U.S. and Fitch's expectation that the company should be able to able to accelerate market share gains post the discretionary downturn. Kohl's has a well-developed omnichannel strategy, with online sales contributing close to 25% of total revenue which should benefit its top-line as retail sales continue to move online. Kohl's off-mall real estate footprint provides some insulation from mall traffic challenges. Macy's Inc. (BB+/Negative): Fitch anticipates leverage increasing to over 11x in 2020 from 2.9x in 2019, based on EBITDA declining to approximately $325 million from $2 billion on a revenue decline of nearly 25% to $19.2 billion. Adjusted leverage is expected to be around 4x in 2021, assuming revenue declines of around 15% and EBITDA declines of around 40% in 2021 from 2019 levels. The ratings continue to reflect its position as the largest department store chain in the U.S. and Fitch's view of a prolonged timeframe for the company's operating trajectory to stabilize on a lower EBITDA base, given weak mall traffic and heightened competition from alternate channels that include online and off-price. Dillard's, Inc. (BB/Negative): Fitch anticipates EBITDA dropping to under $50 million in 2020 from $392 million in 2019 on a revenue decline of over 20% to $5 billion. Adjusted leverage is expected to be over 2x in 2021, assuming sales declines in the low-teens and EBITDA of approximately $300 million or around 30% lower compared to 2019 levels. The ratings reflect the company's below-industry-average sales productivity, as measured by sales psf, operating profitability, and geographical concentration relative to larger department store peers Kohl's, Nordstrom and Macy's. The ratings consider the strong liquidity and minimal debt maturities of Dillard's, with adjusted debt/EBITDAR expected to return to the 2x range in 2021. KEY ASSUMPTIONS Fitch's projections prior to disruption related to coronavirus are as follows: -- Comps down 5% in 2020 and decline in the low single digits thereafter; -- EBITDA trends towards $500 million in 2020 from $580 million in 2019, with continued contractions thereafter toward the low- to mid-$400 million range; -- FCF to be negative $100 million to $200 million; -- Adjusted debt/EBITDAR to remain above 7x with liquidity adequate at over $1 billion at the end of 2020. Fitch's revised projections reflecting the significant business interruption from coronavirus and the ramifications for a likely downturn in discretionary spending extending well into 2021 are as follows: -- J.C. Penney's 2020 EBITDA could turn materially negative, projected at approximately negative-$400 million from a positive-$580 million in 2019, on a sharp revenue decline of over 25% to around $8 billion. Fitch expects cash burn, or negative FCF, of approximately $800 million in 2020. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: -- An upgrade from the 'C' level would occur if J.C. Penney satisfies its interest obligations prior to completion of the grace period. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: -- The IDR will be downgraded to 'D' if a default or restructuring occurs. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Heightened Liquidity Risk: J.C. Penney had cash and cash equivalents of $386 million as of Feb. 1, 2020 and approximately $1.4 billion available under its $2.35 billion credit facility due to mature on June 2022, after accounting for $203 million of letters of credit based on a borrowing-base calculation. J.C. Penney has about $145 million in debt maturities in 2020, including $42 million in annual term loan amortization and $105 million of unsecured notes due June 2020. The next long-term debt maturities are in June 2023, when $1.54 billion of term loan A and $500 million of first-lien secured notes come due. Recovery Considerations: For issuers with IDRs of 'C' and below, Fitch performs a recovery analysis for each class of obligations of the issuer. The issuer ratings are derived from the IDR and the relevant Recovery Rating and notching, based on Fitch's recovery analysis that places a liquidation value under a distressed scenario of approximately $3 billion. Fitch has applied a 70% advance rate against inventory level as a proxy for a net orderly liquidation value of the assets. In determining a real estate value of approximately $1.7 billion, Fitch took a 10% haircut to the dark store valuation of owned stores shared by J.C. Penney in an 8-K filing dated March 9, 2020 in connection to a recent discussion with a creditor to explore capital structure opportunities that has since been discontinued. J.C. Penney appraised its 272 encumbered properties, including six distribution centers, at $1.34 billion and unencumbered 110 owned and ground-leased stores at $545 million on a dark valuation basis. The company also appraised 240 leased locations at $151 million, which Fitch does not factor in its analysis. Total real estate valuation is materially lower than Fitch's prior expectations of $3 billion, which valued owned stores at $7 million per store based on realized average transaction multiples, with significant asset sales at Sears and Macy's since 2015, and six distribution centers at $300 million. This adversely affected the recovery on the secured term loan, first lien and second-lien secured notes. J. C. Penney's $2.35 billion senior secured ABL facility that matures in June 2022 is rated 'CCC'/'RR1', which indicates outstanding recovery prospects, 91%-100%, in a distressed scenario. The facility is secured by a first-lien priority on inventory and receivables, with borrowings subject to a borrowing base. Any proceeds of the collateral will be applied first to the satisfaction of all obligations under the revolving facility. Given the significant reduction in inventory and further reductions anticipated this year based on material sales declines, Fitch does not expect material excess collateral to be available to service other debt. In the event that its fixed-charge coverage ratio is less than 1x, J.C. Penney is required to maintain a minimum excess availability at all times of not less than (a) $200 million in the event that 10% of the line cap, the lesser of total commitments under the credit facility or the borrowing base, is equal to or greater than $200 million or (b) the greater of (i) 10% of line cap and (ii) $150 million in the event that 10% of the line cap is less than $200 million. The calculation for the fixed-charge coverage ratio allows J.C. Penney to deduct up to $250 million in debt repayments made over the prior 12 months. The $1.54 billion term loan and $500 million senior secured notes due June 2023 are expected to have good recovery prospects, from 51% to 70%, leading to a 'CC'/'RR3' rating. Both the term loan facility and senior secured notes are secured by (a) first-lien mortgages on 266 owned and ground-leased stores, subject to certain restrictions primarily related to the principal property owned by J. C. Penney, and six owned distribution centers; (b) a first lien on intellectual property, which are trademarks including J.C. Penney, Liz Claiborne, St. John's Bay and Arizona, as well as machinery and equipment; (c) a stock pledge of J.C. Penney Corporation and all of its material subsidiaries and all intercompany debt; and (d) second lien on inventory and accounts receivable that back the ABL facility. The term loan and senior secured notes rank pari passu in terms of priority of payment. The $400 million senior second-lien secured notes due 2025 are expected to have poor recovery prospects, 0% to 10%, leading to a 'C'/'RR6' rating. The notes are secured by a second lien on the assets, being real estate and IP assets, securing the term loan and senior first-lien secured notes and a third lien on the ABL collateral. The senior unsecured notes are rated 'C'/'RR6', indicating poor recovery based on recovery from excess ABL collateral and unencumbered real estate. SUMMARY OF FINANCIAL ADJUSTMENTS -- EBITDA adjusted to exclude stock-based compensation; -- Operating lease expense capitalized by 8x for historical and projected adjusted debt. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS ESG issues are credit neutral or have only a minimal credit impact on the entity(ies), either due to their nature or the way in which they are being managed by the entity(ies). JONATHAN S. RESNICK: Taps VerStandig & McNamee Hosea as Attorneys ----------------------------------------------------------------- The Law Offices of Jonathan S. Resnick, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Maurice VerStandig and The VerStandig Law Firm, LLC and Craig M. Palik and the law firm of McNamee Hosea Jernigan Kim Greenan & Lynch, P.A. as its attorneys. The professional services that the law firms will provide in connection with the Debtor's Chapter 11 case: (a) prepare and file all necessary bankruptcy pleadings on behalf of the Debtor; (b) negotiate with creditors; (c) represent the Debtor with respect to Adversary and other proceedings in connection with the Bankruptcy; (d) prepare the Debtor's disclosure statement and plan of reorganization; and (e) represent the Debtor on any other matters related to the bankruptcy and the Debtor's reorganization. The Law Firms will not duplicate work or tasks to be performed on behalf of the Debtor, but will apportion work among them to most efficiently represent the Debtor. The attorneys and professionals designated to represent the debtor in possession will be paid at these hourly rates: Maurice VerStandig $400 Craig M. Palik $390 Associates $300-$350 Paralegal $125 The law firms attest that they are a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firms can be reached through: Maurice VerStandig, Esq. THE VERSTANDIG LAW FIRM LLC 9812 Falls Road, #114-160 Potomac, MD 20854 Telephone: (301) 444-4600 E-mail: mac@mbvesq.com - and - Craig M. Palik, Esq. MCNAMEE, HOSEA, JERNIGAN, KIM GREENAN & LYNCH P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Telephone: (301) 441-2420 Facsimile: (301) 982-9450 E-mail: cpalik@mhlawyers.com About The Law Offices of Jonathan S. Resnick, LLC The Law Offices of Jonathan S. Resnick, LLC is a provider of legal services based in Pikesville, Maryland. The Law Offices of Jonathan S. Resnick sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-12822) on March 4, 2020. The Debtor hired Maurice VerStandig of The VerStandig Law Firm and Craig M. Palik of McNamee Hosea Jernigan Kim Greenan & Lynch, P.A as its attorneys. KAUMANA DRIVE: Taps Carl H. Osaki as Special Litigation Counsel --------------------------------------------------------------- Kaumana Drive Partners, LLC seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to hire Carl H. Osaki, AAL as its special litigation counsel. The Debtor seeks to retain Osaki as its special litigation counsel to assist in litigating proofs of claim Nos. 8, 17, 22 and 24, and provide other assistance in litigation matters that may arise in its Chapter 11 case. As of the Petition Date, the Debtor was a party in six actions pending in state and federal court: a. Lu, et al. v. Regency Venture Fund LLLP, et al., Civil No. 17-1-1699-10 (JPC); In the Circuit Court for the First Circuit for the State of Hawaii. b. Kaumana Drive Partners, LLC v. Nosaka, Civil No. 3CC18-1-00184 in the Circuit Court of the Third Circuit State of Hawaii. c. Brighton Rehabilitation LLC v. Kaumana Drive Partners, LLC, Civil No. 1:18-cv-00240-JMS-KJM; In the U.S. District Court for the District of Hawaii. d. Estacion v. Kaumana Drive Partners, LLC, Civil No. 1:19-cv-0255-JMS-KJM; in the U.S. District Court for the District of Hawaii. e. Kaumana Drive Partners, LLC v. Department of Health & Human Services, Centers for Medicare & Medicaid Services, Civil No. 1:19-cv-00398-JAO-RT; In the U.S. District Court for the District of Hawaii. f. Kaumana Drive Partners, LLC v. Department of Health & Human Services, Centers for Medicare & Medicaid Services; Review No. 19-71886; In the U.S. Court of Appeals for the 9th Circuit. In the year preceding the petition date on October 6, 2019, Osaki represented the Debtor (and others) in the Nosaka, Brighton, Estacion and DHS Lawsuits and the DHS Appeal. The Debtor scheduled Osaki as being owed $102,414.73 as of the petition date. The Debtor is informed that the current hourly billing rate of Carl Osaki is $400 per hour. Carl Osaki, attorney at Carl H. Osaki, AAL, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) and as required under Section 327(e) of the Bankruptcy Code. The firm can be reached through: Carl H. Osaki, Esq. CARL H. OSAKI, AAL 255 Queen St. Honolulu, HI 96813 About Kaumana Drive Partners, LLC Kaumana Drive Partners, LLC is an owner of a skilled nursing care facility in Hilo, Hawaii. Kaumana Drive Partners sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 19-01266) on Oct. 6, 2019. At the time of the filing, the Debtor was estimated to have assets between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Robert J. Faris. The Debtor tapped Choi & Ito, Attorneys at Law as its legal counsel and Carl H. Osaki, AAL as its special litigation counsel. KEAST ENTERPRISES: Unsecureds to Get $107K Per Year for 8 Years --------------------------------------------------------------- Debtors Keast Enterprises, Inc., Cyclone Cattle, LLC and Hatswell Farms, Inc. filed the Second Amended Disclosure Statement in connection with the Second Amended Plan of Liquidation. The Class 14 Claims consist of Allowed General Unsecured Claims, including Rejection Damages Claims. Beginning one year after the Effective Date and continuing thereafter for the next eight years, the Debtor will make annual payments of $106,556 to the Holders of Class 14 Claims through pro rata distributions to the holders of individual Class 14 Claims. The Class 15 Interests consist of the interests in all holders of equity interests in debtors Keast, Cyclone, and Hatswell. Pursuant to the Plan, the equity interests in debtors Cyclone and Hatswell will be cancelled as of the Effective Date. Holders of equity interests in debtor Keast will not be affected by the Plan. A full-text copy of the Second Amended Disclosure Statement dated April 3, 2020, is available at https://tinyurl.com/stexjfl from PacerMonitor at no charge. The Debtors are represented by: Jeffrey D. Goetz, Esq. Vincent R. Ledlow, Esq. BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE, P.C. 801 Grand Avenue, Suite 3700 Des Moines, IA 50309-8004 Telephone: (515) 246-5817 Facsimile: (515) 246-5808 E-mail: goetz.jeffrey@bradshawlaw.com ledlow.vincent@bradshawlaw.com About Keast Enterprises Keast Enterprises Inc. and Hatswell Farms, Inc., are engaged in corn and soybeans farming. Cyclone Cattle LLC owns a cattle feed lot. The Debtors filed Chapter 11 petitions (Bankr. S.D. Iowa Lead Case No. 18-00856) on April 17, 2018. At the time of filing, Keast Enterprises disclosed $10.08 million in assets and $15.11 million in liabilities. Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave P.C., is the Debtor's counsel. McGrath North Mullin & Kratz, PC LLO, is the special counsel. JT Korkow, d/b/a Northwest Financial Consulting, is its financial advisor. The U.S. Trustee for Region 12 appointed an official committee of unsecured creditors on May 11, 2018. The committee retained Sugar Felsenthal Grais & Helsinger LLP as its legal counsel. KELLY GRAINGER: $450K Sale of Panama City Beach Property Approved ----------------------------------------------------------------- Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida authorized Kelly Grainger's sale of the real property located at 1027 Barracuda Drive, Panama City Beach, Florida to Zoe Didier Purdie for $450,000. iPayment, the judgment lien holder, will receive a total of $330,625 to release its lien on the property. All remaining proceeds from the sale of the real property will be distributed to Kelly Grainger as exempt funds. Kelly Grainger sought Chapter 11 protection (Bankr. N.D. Fla. Case No. 17-50193) on June 26, 2017. Charles M. Wynn, Esq., at Charles M. Wynn Law Offices, P.A., serves as counsel to the Debtor. KEY ENERGY: Completes Out-of-Court Restructuring ------------------------------------------------ Davis Polk advised an ad hoc group of secured term lenders (the "Ad Hoc Group") in connection with an out-of-court restructuring (the "Restructuring") of Key Energy Services, Inc. and its subsidiaries. Pursuant to the Restructuring, the Ad Hoc Group exchanged their outstanding term loans for (i) approximately 97% of Key Energy's common shares (subject to dilution) and (ii) $20 million of new term loans. The Ad Hoc Group also contributed $30 million in new term loans. The Restructuring also included entry into an amended and restated ABL credit facility and certain changes to the Company's governance, including changes to the board of directors and stockholders agreement. Headquartered in Houston, Texas, Key Energy is the largest onshore, rig-based well servicing contractor based on the number of rigs owned. The company is publicly listed and provides a full range of well services to major oil companies and independent oil and natural gas production companies, include rig-based and coiled tubing-based well maintenance and workover services, well completion and recompletion services, fluid management services, fishing and rental services, and other ancillary oilfield services, and operates in most major oil and natural gas producing regions of the continental United States. The Davis Polk corporate team included partner Derek Dostal and associates John H. Runne and Yushen Liu. The restructuring team included partner Damian S. Schaible and associate Adam L. Shpeen. The finance team included partner Meyer C. Dworkin, counsel Mayer J. Steinman and associate Alexander K.B. Shimamura. Counsel Leslie J. Altus provided tax advice. The executive compensation team included associate Joseph S. Brown. All members of the Davis Polk team are based in the New York office. KEYSTONE FILLER: Unsecureds to Recover 5% Under Plan ---------------------------------------------------- Keystone Filler & Mfg. Co. filed a Plan of Reorganization and a Disclosure Statement. One of the major assets of the Debtor is its real property, which is the Debtor's operating facility at 214 Railroad Street, Muncy, Lycoming County, Pennsylvania. The Debtor scheduled the value of the Real Property at $1,800,000. It is believed that a new appraisal of the Real Property has been conducted by BB&T Bank. A major asset of the Debtor is its accounts receivable. As of the Petition Date, the Debtor scheduled approximately $260,000 in accounts receivable, which were all 90 days old or less. The Debtor scheduled inventory and supplies valued at approximately $275,000. The Debtor scheduled various motor vehicles, including a GMC Sierra, two GMC Yukon XLs, various over-the-road trucks and certain trailers and a sweeper, as well as a Nissan Frontier truck. The value of these vehicles is approximately $940,000. The Debtor has operating equipment for its business having a value of less than $700,000. This is based upon a prior appraisal. The Debtor had approximately $50,000 in cash on hand on the Petition Date. The Plan proposes to treat claims and interests as follows: * BB&T Bank in Class 4. As of the Petition Date, BB&T Bank is the holder of two credit facilities. -- The first is a line of credit on which approximately $1,500,000 is owed, secured on all Personal Property of the Debtor, excluding vehicles owned by the Debtor. The New BB&T Line of Credit will be paid with interest at the rate of 4 percent per annum over a period of 96 months. It is believed that this interest rate is the current interest rate on the BB&T Line of Credit. In the event that any sum is owed at the end of the 96 months, all sums then owed on the New BB&T Line of Credit will be paid by the Debtor. It is believed that 96 months will potentially pay the BB&T Line of Credit in full. Essentially, the BB&T Line of Credit is being changed from a line of credit and is being termed out over 96 months. -- The second loan is a loan with a balance of $1 million, secured by a first mortgage on the Debtor's Real Property located in Muncy, Pennsylvania. The BB&T Bank loan which is secured on the Debtor's Real Property will be paid in equal monthly payments of $15,026, which includes interest at the non-default contract rate set forth in the loan documents between the Debtor and BB&T Bank. Nonetheless, the BB&T Mortgage Loan matures and balloons in 76 months after the Effective Date. * General Unsecured Creditors in Class 12. Beginning six months after the Effective Date, general unsecured creditors will receive five 5 percent of each allowed Class 12 Claim, payable in five (5) equal annual installments of 1 percent each. * Equity Holder in Class 13. The equity holders are David W. Pfleegor and David W. Pfleegor, II. The Equity Holders will retain any equity which each has in the Debtor post-Petition in the same percentages as exist prepetition. The Debtor will operate its coal processing and sales business. The Debtor has instituted cost cutting measures, disposed of certain equipment and has been seeking new customers. It believes that its cash flow is improving. The Debtor believes that because of the cost cutting effort and other efforts with respect to operations, the Debtor can be profitable and fund the Plan. A full-text copy of the Disclosure Statement dated March 30, 2020, is available at https://tinyurl.com/woy7wak from PacerMonitor.com at no charge. The Debtor's counsel: Robert E. Chernicoff Cunningham, Chernicoff & Warshawsky P.C. 2320 North Second Street P.O. Box 60457 Harrisburg, PA 17106-0457 Tel: (717) 238-6570 About Keystone Filler & Mfg. Co. Keystone Filler and Mfg. Co. is a manufacturer of carbon-based products made from finely-ground coal. Keystone Filler and Mfg. Co. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 19-02014) on May 9, 2019. At the time of the filing, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Robert N. Opel II. Cunningham, Chernicoff & Warshawsky, P.C., is the Debtor's counsel. KRS GLOBAL: Creditors' Committee Taps Brinkman Portillo as Counsel ------------------------------------------------------------------ Colin Seybold, an authorized representative of the Committee of Creditors Holding Unsecured Claims appointed in the Chapter 11 case of KRS Global Biotechnology, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to retain Brinkman Portillo Ronk, APC as committee counsel. The Committee was appointed by the United States Trustee on March 2, 2020 in connection to KRS Global Biotechnology, Inc.'s Chapter 11 case. The firm will provide these services for the Committee in connection with the Debtor's Chapter 11 case: (a) give advice to the Committee with respect to its powers and duties as a Committee; (b) advise the Committee with respect to the preparation of motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (c) protect the interest of the Committee and other similarly-situated unsecured creditors in all matters pending before the court; and (d) represent the Committee in connection with the Debtor and other creditors in the preparation of a plan if necessary. The attorneys and professionals designated to represent the Committee will be paid at these hourly rates: Paralegals and Law Clerks $175 Associate Attorneys $295 Jonathan Jordan $330 Kelsi J. Hunt $390 David L. Merrill $450 Daren R. Brinkman $685 David L. Merrill and Daren R. Brinkman, attorneys at Brinkman Portillo Ronk, APC, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) and as required under Section 327(a) of the Bankruptcy Code. The firm can be reached through: Daren R. Brinkman, Esq. BRINKMAN PORTILLO RONK APC 4333 Park Terrace Drive, Suite 205 Westlake Village, CA 91361 - and - David L. Merrill, Esq. BRINKMAN PORTILLO RONK PC 2401 PGA Boulevard, Suite 280M Palm Beach Gardens, FL 33410 About KRS Global Biotechnology, Inc. KRS Global Biotechnology, Inc. -- http://krsbio.com/-- owns and operates a human outsourcing facility that provides sterile and non-sterile compounding services to patients, surgery centers, ophthalmology clinics, hospitals, and universities. It is registered with the U.S. Food and Drug Administration as a DEA manufacturer and holds State Board of Pharmacy licenses both in-state and out-of-state. Based in Boca Raton, Fla., KRS Global Biotechnology filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-10350) on Jan. 10, 2020. At the time of filing, the Debtor was estimated to have up to $50,000 in assets and $10 million to $50 million in liabilities. Judge Mindy A. Mora oversees the case. Malinda L. Hayes, Esq., at Markarian & Hayes, is the Debtor's legal counsel. Lampkins Patterson: May 11 Plan & Disclosure Hearing Set -------------------------------------------------------- On March 31, 2020, debtor Lampkins Patterson, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, a Disclosure Statement with respect to a Chapter 11 Plan. On April 3, 2020, Judge Jerry A. Funk conditionally approved the Disclosure Statement and established the following dates and deadlines: * Creditors and other parties in interest shall file with the court their written ballots accepting or rejecting the Plan no later than 14 days before the date of the Confirmation Hearing. * May 11, 2020, is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. The hearing will be held at 11:30 a.m., in 4th Floor Courtroom D, 300 North Hogan Street, Jacksonville, Florida. * Any objections to Disclosure or Confirmation shall be filed and served seven days before the hearing. A full-text copy of the order dated April 3, 2020, is available at https://tinyurl.com/t25kuau from PacerMonitor at no charge. About Lampkins Patterson Lampkins Patterson Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03776) on Oct. 4, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,001 and $1 million and liabilities of the same range. The case is assigned to Judge Jerry A. Funk. The Debtor tapped Rehan N. Khawaja, Esq., at the Law Offices of Rehan N. Khawaja, as its legal counsel. LAPLACE VETERINARY: Seeks and Gets Nod to Access Cash Until June 24 ------------------------------------------------------------------- LaPlace Veterinary Clinic, LLC, sought and obtained approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to use cash collateral for the payment of its operating expenses as set forth in the Budget. 2921 New Highway 51 SBL LLC ("Lender") asserts prepetition claims arising out of, among other things, that certain SBA Note in the amount of $983,000. The Note is secured by a mortgage on the real estate and building that constitute Debtor's place of business. The Lender also holds security interests against substantially all of Debtor's other assets, which includes equipment, furnishings and supplies used in the veterinary practice and alleged cash collateral in the form of proceeds from accounts related to the business. Bankruptcy Judge Meredith S Grabill issued an interim order: (a) authorizing the Debtor to use cash collateral in accordance with the cash collateral budget; (b) granting Lender a post-petition lien, security interest and mortgage on all of Debtor's pre-petition and post-petition assets to the extent of any diminution in the value of Lender's cash collateral; and (c) setting a final hearing on the Motion to be held April 8, 2020 at 2:00 p.m. During the telephonic hearing held on April 8, the Court extended the use of cash collateral interimly through June 24, 2020 and continued the hearing for June 24 at 02:00 p.m. About LaPlace Veterinary Clinic LaPlace Veterinary Clinic, LLC -- https://www.laplacevet.com -- is a full service animal hospital offering emergency treatments as well as routine medical, surgical, and dental care. The veterinary clinic and animal hospital is run by Dr. Kia Gray Martin, who is a licensed, experienced Laplace veterinarian. LaPlace Veterinary Clinic, LLC, filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 20-10396) on Feb. 20, 2020. In the petition was signed by Kia Martin, manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. LEVI STRAUSS: S&P Alters Outlook to Negative, Affirms 'BB+' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB+' issuer credit rating and 'BB+' issue-credit rating on Levi Strauss & Co.'s two tranches of senior unsecured notes due in 2025 and 2027. The recovery ratings on the notes remain '3' but the recovery prospects decreased to 60% from 65% due to the larger debt balance at default following the proposed $300 million incremental add-on to its existing 5.0% senior notes due in 2025. Store closures and a drop in consumer spending on nonessential items will hurt Levi Strauss' sales and margins. In response to the COVID-19 pandemic, the company temporarily closed all its company-operated and franchise stores in the Americas and Europe as well as most of its retail locations in Asia, with exception of stores in China and South Korea that are now open. In addition, many of the company's wholesale partners such as Macy's, Kohl's, Nordstrom, and JC Penney remain closed in response to government mandates to curb the spread of the virus. While the company's mass segment stores (Target, Walmart) remain open and the company has been expanding its e-commerce capabilities, S&P believes consumer traffic and spending on discretionary items will remain weak as consumers are increasingly limiting their purchases to grocery and hygiene products. In addition, some stores are barred from selling nonessential items to reduce foot traffic and prevent the spread of the coronavirus. These measures to contain the spread of COVID-19 will hurt Levi Strauss' sales in the upcoming quarters. Further, the company's margins will also narrow because of sales deleveraging and S&P's expectation for higher than usual promotional activities. Over the past few years the company has focused on expanding its product categories, particularly in the women's segment, which currently accounts for about one-third of total sales. While this segment has been fueling growth over the past couple of years, it is exposing the company to more fashion risk and promotional activities in order to clear excess seasonal and fashionable inventory. The negative outlook reflects the risk that stores will remain closed for a prolonged period because of the COVID-19 pandemic and the negative impact of a recession in the U.S. and Europe. This could cause a slower recovery of Levi Strauss' sales and profits and hinder the company's ability to restore credit metrics for a prolonged period of time. "We could lower our ratings within the next 12 months if Levi Strauss' operating performance is weakened for a prolonged period by store closures and a recession, and the company sustains adjusted leverage close to or exceeding 3x in fiscal 2021," S&P said. "We could revise the outlook to stable if Levi Strauss can weather the pandemic and we forecast the company will restore profitability, which would enable it to strengthen credit metrics, including leverage well below 3x in fiscal 2021," the rating agency said. LIBBEY INC: S&P Downgrades ICR to 'SD' on Payment Deferral ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.–based Libbey Inc. to 'SD' (selective default) from 'CCC' and its senior secured term loan rating to 'D' from 'CCC'. "We are lowering our issuer credit rating on Libbey to 'SD' and the senior secured rating to 'D', because the company deferred a mandatory excess cash flow sweep payment on its term loan B on April 9, 2020." While the company deferred its mandatory payment to April 30, 2020, ahead of the payment coming due, we are viewing this as a distressed restructuring. As part of this transaction the company accrued an amendment fee," S&P said. LICK INDUSTRIES: DAC Retail, et al., Say Plan Not Feasible ---------------------------------------------------------- Creditors DAC Retail, LLC, Chondrite Asset Trust, and DAC MAG, LLC for its objection to Lick Industries, LLC's Third Amended Combined Plan of Reorganization and Disclosure Statement. The Creditors point out that the Plan treatment is not proposed in good faith and does not meet the indubitable equivalent, feasibility, absolute priority requirements of the Bankruptcy Code. The Creditors further point out that the Debtor has proposed a "dirt for debt" Plan under which the Collateral is surrendered in full satisfaction of the Creditors’ claim of $305,665. However, in addition to the fact that fair market value of the Collateral stated in the Plan of 150,000 is not accurate, the Plan fails to treat the Creditor's unsecured deficiency claim. Moreover, the treatment appears to compromise the Creditors' claim against the Debtor's principal Craig Lick under a separate personal guarantee, while allowing Craig Lick to retain his interest in the Debtor under the Plan in violation of the absolute priority rule. For these reasons and those additional reasons cited by the United States Trustee, and considering the totality of circumstances, the Debtor’s Plan is not proposed in good faith. The Creditors complain that the surrender of the Collateral to Creditors in full satisfaction of their claims does not satisfy the indubitable equivalent requirement of the Bankruptcy Code. The Creditors assert that the proposed Plan treatment, if construed as limiting the Creditors’ ability to seek a deficiency against guarantor Craig Lick, also does not provide Creditors with the indubitable equivalent of their claim as required by the Bankruptcy Code. According to the Creditors, the Plan Projections show that the Debtor will continue to experience large monthly loss even after confirmation. The Creditors point out that the Debtor does not currently have funds to pay unsecured creditors and may never have funds. Therefore the Plan is not feasible, they tell the Court. Attorneys for DAC Retail, LLC, et al.: JAMES J. SARCONI NATHAN D. PETRUSAK O'REILLY RANCILIO P.C. Asset Trust and DAC MAG, LLC 12900 Hall Road, Suite 350 Sterling Heights, MI 48313-1151 Tel: (586) 726-1000 E-mail: jsarconi@orlaw.com About Lick Industries Lick Industries, LLC, is a Michigan Limited Liability Company in the business of purchasing residential real estate in need of repairs, completing such repairs, and subsequently selling the rehabilitated real estate for a profit. Lick Industries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-51017) on July 30, 2019, estimating under $1 million in both assets and liabilities. Yuliy Osipov, Esq., at Osipov Bigelman, P.C., represents the Debtor. LIVEXLIVE MEDIA: Gets $2M Loan Under Paycheck Protection Program ---------------------------------------------------------------- LiveXLive Media, Inc., received the proceeds from a loan in the amount of approximately $2.0 million from MidFirst Bank, as lender, pursuant to the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act. The PPP Loan matures on April 13, 2022 and bears interest at a rate of 1% per annum. Commencing in November 2020, the Company is required to pay the lender equal monthly payments of principal and interest as required to fully amortize by the maturity date the principal amount outstanding on the PPP Loan as of such date. The PPP Loan is evidenced by a promissory note, dated as of April 13, 2020, which contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. The PPP Loan may be prepaid by the Company at any time prior to maturity with no prepayment penalties. All or a portion of the PPP Loan may be forgiven by the U.S. Small Business Administration upon application by the Company beginning 60 days but not later than 120 days after loan approval and upon documentation of expenditures in accordance with the SBA requirements. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered mortgage interest and covered utilities during the eight week period beginning on the date of loan approval. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100,000, prorated annually. Not more than 25% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25% on the terms and the dates as provided in the CARES Act. In the event the PPP Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. While the Company intends to apply for the forgiveness of the PPP Loan, there is no assurance that the Company will obtain forgiveness of the PPP Loan in whole or in part. The Company intends to use the proceeds from the PPP Loan for qualifying expenses. Extends CFO's Employment Until 2022 On April 16, 2020, the Company entered into Amendment No. 2 to Employment Agreement, dated as of April 13, 2018, which Amendment is effective as of April 1, 2020, with Michael Zemetra, the Company's executive vice president and chief financial officer. Pursuant to the Amendment, Mr. Zemetra's employment term was extended through April 13, 2022 at an annual salary of $325,000. In the event the Company consummates during the Term a material acquisition, Mr. Zemetra's annual salary will increase to $375,000 beginning on April 1, 2021, and Mr. Zemetra will be entitled to one-time bonus equal to 50% of his annual salary in effect as of the Effective Date, with such bonus payable in cash and/or shares of the Company's common stock as determined by the Company's board of directors or compensation committee thereof. If the Company and/or its subsidiaries consummate during any 12-month period of the Term public and/or private financings of the Company's securities in an aggregate amount in excess of $35.0 million, Mr. Zemetra will be entitled to receive a one-time cash bonus of $100,000. Mr. Zemetra was also granted 300,000 restricted stock units of the Company. The RSUs were granted pursuant to the Company's 2016 Equity Incentive Plan, as amended. 162,500 RSUs will vest on the 13-month anniversary of the Effective Date, and the remaining RSUs shall vest thereafter on each successive monthly anniversary of the Initial Vesting Date in an amount of 12,500 RSUs each, with the last tranche to vest on April 13, 2022, subject to Mr. Zemetra's continued employment with the Company through each applicable vesting date. Each vested RSU shall be settled by delivery to Mr. Zemetra of one share of the Company's common stock on the first to occur of: (i) the date of a Change of Control (as defined in the Employment Agreement), (ii) the end of the Employment Period (as defined in the Employment Agreement), if so elected by Mr. Zemetra, and (iii) the date of Mr. Zemetra's death or Disability (as defined in the Employment Agreement). In the event of a Change of Control, if Mr. Zemetra remains employed by the Company through the date immediately before the date of a Change of Control, any unvested RSUs shall vest immediately prior to such event. The RSUs grant will be evidenced by a standard restricted stock units award agreement of the Company that specifies such other terms and conditions in accordance with the 2016 Plan, subject to the terms of the Employment Agreement. The Amendment also provides that in the event Mr. Zemetra's employment is terminated by the Company "Without Cause" or by Mr. Zemetra for "Good Reason", Mr. Zemetra will be entitled to 12 months of severance and related benefits, and any RSUs that vest as a result of accelerated vesting that Mr. Zemetra may be entitled to as part of his termination benefits shall be settled as set forth in the Employment Agreement and subject to the following additional terms. If Mr. Zemetra receives any vested RSUs as a result of his termination without "Cause" or for "Good Reason", the vested RSUs will be subject to a lock-up period of 12 months from the applicable vesting date. During the Lock-Up Period, Mr. Zemetra agreed not to dispose or transfer any RSUs (or any shares of the Company's common stock underlying the RSUs), subject to certain standard exceptions. Subsequent to the expiration of the Lock-Up Period, for a period of one year, Mr. Zemetra shall not have the right to sell on each trading day more than the greater of (x) 10% of such trading day's daily trading volume and (y) 10,000 shares, as adjusted for any stock dividend, stock split, combination of shares, reverse stock split, reorganization, recapitalization, or other reclassification affecting the Company's equity securities occurring after the April 16, 2020; provided, that (x) the Daily Trading Limit shall not apply to the Company's equity securities obtained by Mr. Zemetra in open market transactions and (y) such obligations with regard to the Daily Trading Limit will terminate upon a Change of Control. About LiveXLive Media Headquartered in West Hollywood, CA, LiveXLive -- http://www.livexlive.com-- is a global digital media company focused on live entertainment. The Company operates LiveXLive, a live music video streaming platform; and Slacker Radio, a streaming music pioneer; and also produces original music-related content. LiveXLive is at 'live social music network', delivering premium livestreams, digital audio and on-demand music experiences from the world's top music festivals and concerts, including Rock in Rio, EDC Las Vegas, Hangout Music Festival, and many more. LiveXLive also gives audiences access to premium original content, artist exclusives and industry interviews. Through its owned and operated Internet radio service, Slacker Radio (www.slacker.com), LiveXLive delivers its users access to millions of songs and hundreds of expert-curated stations. LiveXLive reported a net loss of $37.76 million for the year ended March 31, 2019, compared to a net loss of $23.33 million for the year ended March 31, 2018. As of Dec. 31, 2019, the Company had $55 million in total assets, $56.89 million in total liabilities, and a total stockholders' deficit of $1.90 million. BDO USA, LLP, in Los Angeles, California, the Company's auditor since 2018, issued a "going concern" opinion in its report dated June 21, 2019, on the Company's consolidated financial statements for the year ended March 31, 2019, citing that the Company has suffered recurring losses from operations and has a working capital deficiency. These factors raise substantial doubt about the Company's ability to continue as a going concern. LOG STORM SECURITY: Unsecureds to Have 20% to 25% Recovery in Plan ------------------------------------------------------------------ Debtor Log Storm Security, Inc., d/b/a BlackStratus, filed with the U.S. Bankruptcy Court for the District of New Jersey a Chapter 11 Plan and a Disclosure Statement on April 3, 2020. The Debtor owes its trade vendors approximately $2.4 million as of the Petition Date. A significant portion of the Debtor's unsecured debt -- approximately $750,000 -- is the result of wage claims by the Debtor's former employees. Class 6 General unsecured claims have an estimated distribution of 20% to 25%. Allowed Class 6 Claims will be paid a pro rata portion of the Third Distribution from the Royalty Fund and the Carveout after payment of any unpaid administrative expenses and priority claims. All equity interests will be extinguished by the holder thereof on the Effective Date. On the Effective Date, the Debtor shall transfer all assets, revenue and contracts to CyberShark, Inc. (CSI), which will own all of the Debtor's assets, revenue, and contracts free and clear of all liens, claims and encumbrances, subject to the terms of this Plan. The funds necessary for funding the Plan will be derived from funds on hand on the Effective Date and from future royalties which shall be derived from CSI's gross revenues as follows: (i) 3.5% of gross revenues for 2020; (ii) 7% of gross revenues for years 2021 through 2026.CSI projects that this total royalty stream will approximate $6.5 million over the life of this Plan. These funds shall be deposited with the Disbursing Agent (the Royalty Fund) and distributed in conformance with the priority scheme followed by Classes 1 through 6 in recognition of their priority. A full-text copy of the Disclosure Statement dated April 3, 2020, is available at https://tinyurl.com/r3rd27f from PacerMonitor at no charge. The Debtor is represented by: McMANIMON, SCOTLAND & BAUMANN, LLC Richard D. Trenk, Esq. Robert S. Roglieri, Esq. E-mail: rtrenk@msbnj.com rroglieri@msbnj.com 75 Livingston Avenue, Second Floor Roseland, New Jersey 07068 Tel: (973) 622-1800 About Log Storm Security Founded in 1999, Log Storm Security, Inc. doing business as BlackStratus -- https://www.blackstratus.com/ -- provides security information event management (SIEM) products and services. The company also offers support to help managed service providers(MSPs) develop new or improve their current security-as-a-service business. Log Storm Security sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-12043) on Feb. 6, 2020. In the petition signed by Dale W. Cline, president, the Debtor had $29,188 in assets and $5,049,036 in liabilities. The Debtor is represented by Richard D. Trenk, Esq., at McMANIMON, SCOTLAND & BAUMAN, LLC. LONGVIEW POWER: S&P Cuts Debt Rating to 'D' After Chapter 11 Filing ------------------------------------------------------------------- S&P Global Ratings lowered its rating on U.S. merchant power project Longview Power LLC's senior secured debt to 'D' from 'CC'. The downgrade follows Longview's announcement that it has filed for Chapter 11 bankruptcy protection under a prepackaged reorganization plan. Prepetition credit agreement claims amount to $316.48 million and will receive pro rata share of 10% of new common equity, exit facility subscription rights and new warrants. Under the reorganization plan, each holder of an allowed prepetition credit agreement claim that participates in the exit facility will receive its share of 90% of the new common equity. LSC COMMUNICATIONS: S&P Downgrades ICR to 'D' on Chapter 11 Filing ------------------------------------------------------------------ S&P Global Ratings lowered our ratings on Chicago-based LSC Communications Inc. to 'D' following the company's announcement that it had filed for Chapter 11 bankruptcy protection. At the same time, S&P lowered all of its issue-level ratings on the company's debt to 'D'. S&P's recovery ratings remain unchanged. MARX STEEL: Seeks Approval to Hire Hoover Slovacek LLP as Counsel ----------------------------------------------------------------- Marx Steel, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Hoover Slovacek LLP as counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) assist, advise and represent the Debtor relative to the administration of this Chapter 11 case; (b) assist, advise and represent the Debtor in analyzing its assets and liabilities, investigating the extent and validity of liens, and participating in and reviewing any proposed asset sales or dispositions; (c) attend meetings and negotiate with the representatives of creditors; (d) assist the Debtor in the preparation, analysis and negotiation of any Chapter 11 plan and disclosure statement accompanying any such plan; (e) take all necessary action to protect and preserve the interests of the Debtor; (f) appear, as appropriate, before this Court, the Appellate Courts, Harris County District Courts and other Courts in which matters may be heard and to protect the interests of the Debtor before the Courts and the United States Trustee; (g) handle litigation that arises regarding claims asserted against the Debtor or its assets; and (h) perform all other necessary legal services in this case. The attorneys and professionals designated to represent the debtor-in-possession will be paid at these hourly rates: Deirdre Carey Brown $425 Melissa Haselden $400 Curtis McCreight $340 Brendetta Scott $345 Angeline V. Kell $310 Vianey Garza $290 Legal Assistants/Paralegals/Law Clerks $115-$160 On January 28, 2020, the firm received a retainer of $15,000 via cashier's checks from Nathaniel D. Marks. Of the check, approximately $3,000 was from the sale of scrap owned by Marx Steel. The remainder was paid from Mr. Mark's personal funds. On February 19, 2020, an additional $12,000 was paid by Mr. Marks via cashier's check. The entire amount was from Mr. Marks' personal funds. Prior to the bankruptcy filing, the firm applied the retainer towards the payment of prepetition invoices totaling $10,346.40, leaving the remaining balance of $16,653.60 as the aggregate retainer for post-petition services and filing fees related to this Chapter 11 case filing. Hoover Slovacek and its attorneys attest that they do not represent any interest adverse to the Debtor or its estate, nor does the firm have any connections with the Debtor, its creditors, or any other party in interest, its attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee. Melissa A. Haselden, an attorney at Hoover Slovacek LLP, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b), and as required by Section 327(a). The firm can be reached through: Melissa A. Haselden, Esq. Deirdre Carey Brown, Esq. Vianey Garza, Esq. Angeline V. Kell, Esq. HOOVER SLOVACEK LLP 5051 Westheimer, Suite 1200 Houston, TX 77056 Telephone: (713) 977-8686 Facsimile: (713) 977-5395 E-mail: haselden@hooverslovacek.com brown@hooverslovacek.com garza@hooverslovacek.com kell@hooverslovacek.com About Marx Steel Marx Steel, LLC is a steel fabricator and plate processing company that manufactures sub-components and sells raw steel plate material to companies in the oil & gas, gas compression and construction industries. Marx Steel, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-31849) on March 19, 2020, listing under $1 million in both assets and liabilities. The Hon. Marvin Isgur oversees the case. Melissa A. Haselden, Esq. at Hoover Slovacek LLP represents the Debtor as counsel. MD AMERICA: S&P Downgrades ICR to 'CCC'; Ratings Withdrawn ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based oil and gas independent exploration and production company MD America Energy LLC (MDAE) to 'CCC' from 'B-'. The outlook is negative. S&P also lowered its rating on the company's senior secured term loan to 'B-' from 'B+'. S&P's recovery rating on the debt is '1', reflecting its expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. Subsequently, S&P withdrew all its ratings on MDAE at the issuer's request. "The lower rating reflects our view that MDAE faces a risk of default in the next 12 months. We believe the company will not meet the asset coverage covenant under its term loan agreement given the lenders' much lower commodity price assumptions. Although we believe MDAE could obtain a waiver from lenders to avert a covenant breach, liquidity remains tight. As of April 13, 2020, the company has $15 million cash on hand but no revolving credit facility in place or other sources of liquidity. Barring additional support from lenders or parent company Meidu Energy Corp., liquidity will likely deteriorate rapidly in 2021 if commodity prices remain depressed as hedges roll off and production declines from lack of drilling. The negative outlook at the time of the withdrawal reflected the potential for a downgrade if liquidity deteriorated such that we believe MDAE may face a default in the next six months, or the company were to execute a debt restructuring we would view as distressed," S&P said. MEADE INSTRUMENTS: Exclusivity Period Extended to Sept. 1 --------------------------------------------------------- Judge Catherine Bauer of the U.S. Bankruptcy Court for the Central District of California extended the periods during which only Meade Instruments Corp. and its parent Sunny Optics, Inc. can file and solicit acceptances for their Chapter 11 plan to Sept. 1 and Dec. 1, respectively. About Meade Instruments Corp. Meade Instruments Corp. designs and manufactures optical products, including telescopes, cameras, binoculars, and sports optics products. Meade Instruments filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-14714) on Dec. 4, 2019. In the petition signed by Victor Aniceto, president, Debtor estimated $10 million to $50 million in both assets and liabilities. Judge Catherine E. Bauer oversees the case. Debtor hired Goe Forsythe & Hodges, LLP as legal counsel; Grobstein Teeple, LLP as accountant; and Broadway Advisors, LLC as investment banker. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Dec. 31, 2019. The committee is represented by SulmeyerKupetz, A Professional Corporation. MOHAJER12 CORP: May 19 Hearing on Disclosure Statement ------------------------------------------------------ Judge Jerry C. Oldshue, Jr., has ordered that the hearing to consider the approval of the disclosure statement filed by Mohajer12 Corp. will be held at the U. S. Bankruptcy Court, Courtroom One, 201 St. Louis Street, Mobile, Alabama, on Tuesday, May 19 2020 at 09:30 a.m. May 12, 2020 is fixed as the last day for filing and serving written objections to the disclosure statement with the Court. About Mohajer12 Corp. Mohajer12 Corp. filed for Chapter 11 bankruptcy (Bankr. S.D. Ala. Case No. 18-02674) on July 3, 2018, estimating less than $1 million both in assets and liabilities. Barry A. Friedman, Esq., of Friedman, Poole & Friedman, P.C., serves as the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. MOUNTAIN STATES ROSEN: Hires Markus Williams as Counsel ------------------------------------------------------- Mountain States Rosen LLC seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to employ Markus Williams Young & Hunsicker LLC as its counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) assist in the production of the Debtor's schedules and statement of financial affairs and other pleadings necessary to file its chapter 11 case; (b) assist in the preparation of pleading and related documents to affect a sale of substantially all of Debtor's assets; (c) assist in the preparation of the Debtor's plan of reorganization and disclosure statement; (d) prepare on behalf of the Debtor all necessary applications, complaints, answers, motions, orders, reports, and other legal papers; (e) represent the Debtor in adversary proceedings and contested matters related to the Debtor's bankruptcy case; (f) provide legal advice with respect to the Debtor's rights, powers, obligations and duties as chapter 11 debtor-in-possession in the continuing operation of the Debtor’s business and the administration of the estate; and (g) provide other legal services for the Debtor as necessary and appropriate for the administration of the Debtor's estate. The attorneys and professionals designated to represent the debtor in possession will be paid at these hourly rates: James T. Markus $490 Bradley T. Hunsicker $335 William G. Cross $360 Zachary G. Sanderson $265 Paralegal and Assistant $125 The firm received monies from the Debtor constituting security retainers and totaling $228,445.50. Before the chapter 11 filing, a portion of the retainers -- $85,093, which amount includes the $1,717 filing fee -- was applied to the amount owed by the Debtor for general representation and pre-petition services and expenses. The firm has no claim for unpaid fees and expenses against the Debtor as of the Petition Date. The firm is holding the balance of the retainers, in the amount of $143,352.50. Bradley T. Hunsicker, attorney at Markus Williams Young & Hunsicker LLC, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bradley T. Hunsicker, Esq. MARKUS WILLIAMS YOUNG & HUNSICKER LLC 106 East Lincolnway, Suite 300 Cheyenne, WY 82001 Telephone: (307) 778-8178 Facsimile: (307) 638-1975 E-mail: bhunsicker@MarkusWilliams.com About Mountain States Rosen LLC Mountain States Rosen LLC -- http://mountainstatesrosen.com/-- is a privately held company in the animal slaughtering and processing business with its principal place of business at 920 7th Ave., Greeley, Colorado. Mountain States Rosen sought bankruptcy protection (Bankr. D. Wyo. Case No. 20-20111) on March 19, 2020. The petition was signed by its president, Brad Graham. At the time of the filing, the Debtor was estimated to have assets between $10 million and $50 million and liabilities of the same range. Judge Cathleen D. Parker oversees the case. The Debtor tapped Markus Williams Young & Hunsicker LLC as its counsel. MURRAY METALLURGICAL: Selling Oak Grove Assets to Fund Plan ----------------------------------------------------------- Murray Metallurgical Coal Holdings, LLC, and its affiliates filed with the U.S. Bankruptcy Court for the Southern District of Ohio, Western Division, a Disclosure Statement for their Joint Chapter 11 Plan dated April 3, 2020. The Plan is premised on the Feb. 11, 2020 Restructuring Support Agreement, which is the product of extensive arm's-length negotiations between and among the Debtors and the Restructuring Support Parties, namely, the Prepetition Term Loan Lenders, Murray Energy Corporation, Murray Metallurgical Coal Properties, LLC, Javelin Investment Holdings, LLC, and Javelin Global Commodities (UK) LTD. Pursuant to the RSA, the parties to the RSA agreed to the terms of a comprehensive restructuring of the Debtors' assets, liabilities, and operations. The RSA included: (i) a commitment by certain parties to provide approximately $50 million of senior debtor in possession financing the proceeds of which are being used to pay for the costs associated with these chapter 11 cases, including the start-up costs related to the resumption of mining operations at Oak Grove and (ii) a commitment by Murray Energy to provide $18.2 million of junior debtor in possession financing subject to the Debtors’ entry into a Maple Eagle APA acceptable to Murray Energy, which was subsequently obtained and approved by the Court, the proceeds of which are being used to pay for the costs associated with these chapter 11 cases, including certain costs and expenses that are allocated to Maple Eagle and certain amounts to pay for the reclamation obligations of Alabama Minerals subject to the Debtors' entry into a Maple Eagle APA acceptable to Murray Energy. The RSA contemplates a sale of Oak Grove through the Plan. This will be accomplished through the transfer of the Acquired Assets to the Winning Bidder. The Winning Bidder will be the entity whose bid for the assets is selected as the highest or otherwise best bid at the Debtors' Auction for Oak Grove's assets, which will be subject to an overbid process in accordance with the Bidding Procedures. The Plan proposes to fund creditor recoveries from (i) the Sale Proceeds, (ii) the New First Lien Facility, (iii) the New Second Lien Facility, (iv) the New Preferred Equity, (v) Cash proceeds from the sale of any of the Debtors' assets that are not acquired by the Winning Bidder, (vi) the Wind-Down Amount, and (viii) in the event that NewCo is not the Winning Bidder, Cash on hand. The RSA and the Plan contemplate the sale of substantially all of the assets of Oak Grove in accordance with the terms and conditions set forth in the Sale Transaction Documentation, by and among the Debtors and the Winning Bidder. The Debtors have undertaken a robust postpetition marketing process in support of the Sale Transaction. Class 5 General Unsecured Claimants will receive, up to the full amount of such holder's Allowed General Unsecured Claim, its pro rata share of the "Distributable Consideration." Class 9 Interests will be cancelled, released, and extinguished, and will be of no further force or effect. A full-text copy of the Disclosure Statement dated April 3, 2020, is available at https://tinyurl.com/t4eqabx from PacerMonitor at no charge. The Debtors are represented by: David M. Hillman Timothy Q. Karcher Chris Theodoridis PROSKAUER ROSE LLP Eleven Times Square New York, New York 10036 Telephone: (212) 969-3000 Facsimile: (212) 969-2900 E-mail: dhillman@proskauer.com dhillman@proskauer.com tkarcher@proskauer.com ctheodoridis@proskauer.com - and - Thomas R. Allen Richard K. Stovall Allen Stovall Neuman Fisher & Ashton LLP 17 South High Street, Suite 1220 Columbus, Ohio 43215 Telephone: (614) 221-8500 Facsimile: (614) 221-5988 E-mail: allen@asnfa.com stovall@asnfa.com - and - Charles A. Dale PROSKAUER ROSE LLP One International Place Boston, Maryland 02110 Telephone: (617) 526-9600 Facsimile: (617) 526-9899 E-mail: cdale@proskauer.com About Murray Metallurgical Coal Murray Metallurgical Coal Holdings and its subsidiaries are engaged in the mining and production of metallurgical coal. Unlike thermal coal, which is primarily used by the electric utility industry to generate electricity, metallurgical coal is used to produce cok, which is an integral component of steel production. Murray Met primarily owns and operates two active coal mining complexes and other assets in Alabama and West Virginia. On Feb. 11, 2020, Murray Metallurgical Coal Holdings, LLC and five affiliates each filed a voluntary Chapter 11 petition (Bankr. S.D. Ohio Lead Case No. 20-10390). Murray Metallurgical was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge John E. Hoffman, Jr., oversees the cases. The Debtors tapped Proskauer Rose LLP as legal counsel; Evercore Group LLC as investment banker; and Alvarez & Marsal LLC as financial advisor. Prime Clerk LLC, is the claims agent. NCR CORP: Egan-Jones Lowers Sr. Unsecured Debt Ratings to B- ------------------------------------------------------------ Egan-Jones Ratings Company, on April 9, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by NCR Corporation to B- from B. Headquartered in Atlanta, Georgia, NCR Corporation, previously known as National Cash Register is an American software, managed and professional services, consulting and technology company that also makes self-service kiosks, point-of-sale terminals, automated teller machines, check processing systems, and barcode scanners. NEIMAN MARCUS: Reportedly Eyeing Bankruptcy Filing This Week ------------------------------------------------------------ Luxury retailer Neiman Marcus Group Inc. is preparing to seek bankruptcy protection as soon as this week, Reuters reported, citing people familiar with the mater. Neiman Marcus is in the final stages of negotiating a loan with its creditors totaling hundreds of millions of dollars, which would sustain some of its operations during bankruptcy proceedings, according to Reuters' sources. Neiman Marcus skipped millions of dollars in debt payments last week, including one that only gave the company a few days to avoid a default. Reuters notes that Neiman Marcus, if it files for bankruptcy, will be the first major U.S. department store operator to succumb to the economic fallout from the coronavirus outbreak. Neiman Marcus has been saddled with heavy debt, due primarily to its 2013 leveraged buyout by Ares and Canadian Pension Plan Investment Board from other private equity firms. Neiman Marcus is struggling to address its $4.8 billion debt load and closed all its Neiman Marcus, Bergdorf Goodman and Last Call Stores in the U.S. beginning March 17, 2020, due to the Covid-19 outbreak. The Company has furloughed many of its roughly 14,000 employees. Dallas, Texas-based Neiman Marcus Group is a luxury, multi-branded, omni-channel fashion retailer conducting integrated store and online operations under the Neiman Marcus, Bergdorf Goodman, Neiman Marcus Last Call, and Horchow brand names. The first Neiman Marcus store in Downtown Dallas has been serving customers since 1907. The Neiman Marcus Group presently operates 43 Neiman Marcus Stores across the United States and two Bergdorf Goodman stores in Manhattan. The Company also operates twenty four Last Call locations as well as three CUSP stores. Neiman Marcus is currently owned by the Toronto-based Canada Pension Plan Investment Board and Los Angeles-based Ares Management. NEIMAN MARCUS: S&P Downgrades ICR to 'CCC-'; Outlook Negative ------------------------------------------------------------- S&P Global Ratings downgraded Dallas-based department store operator The Neiman Marcus Group LLC to 'CCC-' from 'CCC'. At the same time, S&P lowered its issue-level rating on the company's term loan facility due 2023 to 'CCC-' from 'CCC+', its issue-level rating on its second-lien notes to 'CC' from 'CCC-', and its issue-level rating on its third-lien and unsecured notes to 'C' from 'CC'. S&P also revised its recovery rating on the company's first-lien debt to '3' from '2', though the rest of its recovery ratings on its remaining capital structure are unchanged. "The downgrade reflects our view that a restructuring is more certain in the near term. Neiman Marcus has remained highly leveraged for several years and depends on favorable market conditions and strong execution to sustain its capital structure. In light of the significant headwinds stemming from the coronavirus pandemic and our expectation for a U.S. recession this year, we believe the company's prospects for a turnaround are increasingly low. Neiman Marcus completed a restructuring, including a second-lien note offering and a debt exchange that we viewed as distressed, last June but did not reduce its nominal debt level. We continue to view its capital structure as unsustainable," S&P said. The negative outlook on Neiman Marcus reflects the elevated risk that the company will file for bankruptcy or undertake a restructuring, likely in the next six months. S&P could lower its ratings on Neiman Marcus if the company announces a restructuring. S&P could raise its ratings on Neiman if its performance improves and it sees a pathway for it to refinance its onerous capital structure at par. This would include the nearly $138 million of unsecured debt due October 2021. NICK'S PIZZA: Seeks Approval of 13-Week Cash Collateral Budget -------------------------------------------------------------- Nick's Pizza & Pub, Ltd. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois a 13-week cash collateral budget projecting $606,043 total operating disbursements through June 30, 2020. Sometime in February 2020, the Court entered a Final Order which allows the Debtor to "file subsequent cash collateral budgets 21 or more days prior to the expiration of the current budget." The Proposed Budget is based upon the Debtor's operations after issuance of the Closure Order and current expectations as to how long the Closure Order will remain in place. Due to the COVID-19 outbreak, Illinois Governor J.B. Pritzker issued a Closure Order requiring all restaurants and bars in Illinois to be closed to the public through March 30. Just recently, the term of the Closure Order has been extended to April 30, 2020. A copy of the Budget is available at https://is.gd/zOttNo from PacerMonitor.com at no charge. About Nick's Pizza & Pub Ltd Nick's Pizza & Pub, Ltd. operates a family restaurant in Crystal Lake, Ill., which opened in 1995, and in Elgin, Ill., which opened in 2005. Nick's Pizza & Pub sought Chapter 11 petition (Bankr. N.D. Ill. Case No. 20-00551) on Jan. 7, 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 Lashonda A. Hunt oversees the case. Gensburg Calandriello & Kanter, P.C. is the Debtor's legal counsel. NORTH AMERICAN LIFTING: Moody's Cuts CFR to Ca, Outlook Neg. ------------------------------------------------------------ Moody's Investors Service downgraded the Probability of Default Rating of North American Lifting Holdings, Inc. and appended a limited default designation following the company's missed interest payment on its second lien term loan. Concurrently, Moody's downgraded NALH's Corporate Family Rating to Ca from Caa2, senior secured first lien credit facility rating to Caa3 from Caa1, and senior secured second lien term loan rating to C from Caa3. The outlook has been revised to negative from stable. "With significant exposure to the oil and gas industry, low profitability, elevated leverage, and a missed interest payment on the second lien term loan, NALH may not be able to address its current debt maturities without significant concessions from equity and debt holders" said Emile El Nems, a Moody's VP-Senior Analyst. This rating action reflects Moody's expectations that in 2020, NALH's weak liquidity, low profitability, and key credit metrics will materially deteriorate and the likelihood of restructuring will significantly increase due to inability to service its existing debt load, ongoing volatility in the oil and gas industry and lower activity in the commercial construction end market. The Ca-PD/LD designation follows NALH's missed interest payment on March 31, 2020 under its senior secured second lien term loan. The expiration of the five-day grace period related to the interest payment allowed under the indenture is considered a default under Moody's definitions. On April 7, 2020 NALH entered into a forbearance agreement with its second lien lenders. The following rating actions were taken: Downgrades: Issuer: North American Lifting Holdings, Inc. Probability of Default Rating, Downgraded to Ca-PD /LD (/LD appended) from Caa2-PD Corporate Family Rating, Downgraded to Ca from Caa2 Senior Secured First Lien Bank Credit Facility, Downgraded to Caa3 (LGD3) from Caa1 (LGD3) Senior Secured Second Lien Bank Credit Facility, Downgraded to C (LGD5) from Caa3 (LGD5) Outlook Actions: Issuer: North American Lifting Holdings, Inc. Outlook, Changed to Negative from Stable RATINGS RATIONALE NALH's Ca CFR reflects rapidly increasing leverage, weak liquidity, high exposure to the volatile oil and gas industry and significant near-term refinancing needs. The weakness in NALH's credit profile has left it vulnerable to shifts in market sentiment. Therefore, the rating reflects Moody's view that pressure on the company's operating results jeopardizes the sustainability of its capital structure and increases the likelihood of the need to restructure. The rapid and widening spread of the coronavirus outbreak, deteriorating US economic outlook and rapidly falling oil prices are creating a severe and extensive credit shock across the energy sector, a key end market for NALH. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Additional ESG factors considered include the potential impact that regional and/or national restrictions on oil and gas exploration and production, particularly those relating to shale, could have on the crane servicing industry over the medium to long term. Continued tightening of standards and regulations across most major markets, due to environmental concerns, may accelerate the shift out of fossil fuel into other sources like electrification, a business segment in which the company has little presence, and disrupt the company's dependence on the oil and gas sector. At the same time, Moody's also considers the company's market position as one of the top service providers of cranes in the US and its extensive geographic reach. Assuming the company can refinance or extend upcoming maturities, Moody's expects debt-to-EBITDA to increase to 11.3x and EBITDA-to-Interest expense to decline to 1.0x by the end of 2020. The negative outlook reflects Moody's uncertainty regarding recovery value due to the increased likelihood of restructuring and the difficulty in predicting the range and volatility of earnings should the oil & gas industry downturn persist longer than anticipated. NALH has a weak liquidity profile due to low profitability and ongoing negative free cash flow. At December 31, 2019, NALH had $2.7 million in cash and $527.6 million in current maturities. The primary components of these current maturities are (i) approximately $64 million at Rocky Mountain Structures, Inc. (RMS) due April 24, 2020; (ii) $18 million under the first lien revolving credit facility at NALH due August 27, 2020 and (iii) approximately $442 million under the senior secured first lien tern loan at NALH due November 27, 2020. On March 30, 2020, the RMS lender confirmed to management that it has formally approved an extension of the RMS senior line of credit to April 24, 2021. The extension was executed on April 15, 2020. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be upgraded if: - The company improves its liquidity profile and its free cash flow - Oil and natural gas end markets stabilize - The company addresses upcoming maturities The rating could be downgraded if: - The company is unable to refinance or extend its debt maturities - The company's liquidity deteriorates further - The potential losses for lenders or the probability of restructuring increases The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. Headquartered in Houston, Texas, and operating under the brand name "TNT Crane & Rigging," NALH provides lifting equipment rental services for the oil and gas sector and for commercial, construction, and industrial end markets in North America. NALH's customers consist of downstream, midstream, power, and upstream companies, including refineries and petrochemical facilities. NORTHWEST COMPANY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- The Northwest Company LLC (Lead Case) 20-10990 49 Bryant Avenue Roslyn, NY 11576 The Northwest.com LLC 20-10989 251 Fifth Avenue New York, NY 10016 Business Description: The Debtors are manufacturers and sellers of branded home textiles, throws, and blankets. Pursuant to multi- year license agreements with global entertainment and lifestyle brands and professional sports leagues, the Debtors manufacture and sell bedding products, blankets and throws, pillows, bath products (such as towels, bath mats and bath robes) and accessories (such as backpacks and duffels). The Debtors also sells self- branded textiles under the Northwest Originals label. The Debtors' products are sold through major national retailers and on-line channels. The Debtors operate from their showroom in midtown Manhattan as well as corporate offices in Roslyn, New York and Bentonville, Arkansas. The Debtors also maintain a sourcing office in Shanghai, China and operate a weaving facility in Ronda, North Carolina. For more information, visit www.thenorthwest.com. Chapter 11 Petition Date: April 18, 2020 Court: United States Bankruptcy Southern District of New York Debtors' Bankruptcy Counsel: S. Jason Teele, Esq. Gregory A. Kopacz, Esq. SILLS CUMMIS & GROSS P.C. 101 Park Avenue, 28th Floor New York, New York 10178 Tel: (212) 643-7000 Fax: (212) 643-6500 Email: steele@sillscummis.com gkopacz@sillscummis.com Debtors' Financial Advisor: CLEAR THINKING GROUP, LLC Debtors' Claims, Noticing, & Balloting Agent: OMNI AGENT SOLUTIONS https://is.gd/SGvAcz The Northwest Company's Estimated Assets: $10 million to $50 million The Northwest Company's Estimated Liabilities: $50 million to $100 million The petitions were signed by Ross Auerbach, president and CEO. Copies of the petitions are available for free PacerMonitor.com at: https://is.gd/jUsKwe https://is.gd/HrjUSg List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Alfull Luggage Corporation Trade $525,472 73 Sinyi Road Fenyuan Township Changhu County Taiwan Email: abbey@alpine-xm.com 2. Ashford Textiles, LLC USA Trade $25,700,012 1535 W. 139th Street Gardena, CA 90249 Email: allen@ashfordtextiles.com 3. Disney Consumer Products, Inc. License Fees $672,294 500 South Buena Vista Street Burbank, CA 91521-8651 Email: nicole.stidston@disney.com 4. Distribution Alternatives Warehouse Fees $2,290,959 6870 21st Ave South Lino Lakes MN 55038 Email: ronb@daserv.com 5. Exeter Operating Partnership Trade $1,233,818 101 West Elm Street, Suite 600 Conshohocken, PA 19428 Email: bdaush@exeterpg.com 6. Grupo Textil Trade $2,374,231 Providencia SA Hidalgo Norte No. 7 Santa Ana Chiautempan Tlaxcal 90800 Mexico Email: jatorre@mundoprovidencia.com 7. Heiwei USA LLC Trade $1,777,634 c/o Rosenthal & Rosenthal PO Box 88926 Chicago, IL 60695-1926 Email: abrown@rosenthalinc.com 8. IMG Models LLC Trade $1,004,753 Penthouse North 304 Park Avenue South New York, NY 10010 Email: dave.kirkpatrick@clc.com 9. Lianyungang Feiyan Blankets Co Trade $1,113,260 1 Zhenxing Road Lianyungang, Jiangsu, China Email: zgl_tnw@126.com 10. Lianyungang Yingyou Licheng PL Trade $1,941,917 1 Zhenxing Road Lianyungang, Jianshu, China Email: zgl_tnw@126.com 11. Major League Baseball License Fees $650,001 245 Park Ave New York, NY 10167 Email: josephine.fuzesi@mlb.com 12. Marvel License Fees $276,690 1600 Rosecrans Ave Bldg 7, Ste 110 Manhattan Beach CA 90266 Email: nicole.stidston@disney.com 13. National Hockey League License Fees $451,319 1185 Ave of Americas 14th Fl. New York, NY 10036 Email: dmccarthy@nhl.com 14. NFL Properties LLC License Fees $3,366,283 345 Park Ave New York, NY Email: matthew.morgado@nfl.com 15. Refine International Trade $355,907 Hong Kong Flat 309 3F, Mega Trade Center 1 Mei Wan Street Tsuen Wan, Hong Kong Email: alice@refinesh.com 16. Standard Fiber LLC Trade $1,428,414 577 Airport Blvd, Ste. 200 Burlingame, CA 94010 Email: sandygray@standardfiber.com 17. Suzhou Liande Trade $641,071 Import & Export 269 Wangdun Road, Rm 1201A Suzhou, Jiangsu, China, 215000 Email: sales@eastlands.com 18. Suzhou Megatex Trade $5,152,295 Import & Export 1638 Xihuan Road 26th Fl Suzhou, Jiangsu, China, 215004 Email: zhulei@megatex.cn 19. Unifi Manufacturing Inc. Trade $525,016 PO Box 602749 Charlotte, NC 28260-2749 Email: lwillard@unifi.com 20. Warner Bros. License Fees $341,082 Consumer Products 4001 W. Olive Ave. Burbank, CA 91505 Email: shannon.burns@warnerbros.com NXT ENERGY: Swings to C$3.77 Million Net Income in 2019 ------------------------------------------------------- NXT Energy Solutions Inc. reported net income and comprehensive income of C$3.77 million on C$11.98 million of survey revenue for the year ended Dec. 31, 2019, compared to a net loss and comprehensive loss of C$6.97 million on C$0 of survey revenue for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had C$30.69 million in total assets, C$4 million in total liabilities, and C$26.68 million in shareholders' equity. Going Concern NXT's financial statements for YE-18 included disclosure related to the use of the "going concern" basis of presentation. In YE-19, NXT has had positive cash flow from operations which has resulted in a significant strengthening of the Company's liquidity and working capital position. As a consequence, management is of the view that removal of the "going concern" disclosure in respect of its YE-19 disclosure is warranted on the basis than the Company currently has sufficient funds to maintain operations for the next 12 months as of the date of these financial statements. NXT said, "In the preparation of the YE-19 financial statements, management determined that there are no existing conditions or reasonably foreseeable events that raise substantial doubt about the Company's ability to continue as a going concern. However, NXT's future financial results and its longer term success remains dependent upon the ability to continue to attract and execute client projects to build its revenue base. NXT continues to develop its pipeline of opportunities to secure new revenue contracts. However, the Company's longer-term success remains dependent upon its ability to convert these opportunities into successful contracts and to continue to attract new client projects and expand the revenue base to a level sufficient to exceed fixed operating costs and continue to generate positive cash flow from operations. The occurrence and timing of these events cannot be predicted with certainty." NXT's cash and cash equivalents plus short-term investments at Dec. 31, 2019 totaled $6.64 million. Net working capital totaled $7.13 million. The Company added, "As NXT is operating on a going concern basis, NXT's short-term ability to generate sufficient cash depends on the success of signing contracts and receiving advance payments pursuant to the terms of such agreements. NXT's longer-term success remains dependent upon our ability to continue to attract new client projects and expand the revenue base to a level sufficient to exceed G&A expenses and generate excess net cash flow from operations. Proceeds from past equity financings have been used to provide NXT with funds to pursue, close and implement commercial transactions currently in negotiation, develop additional revenue streams including multi-client data sales and strategic partnerships and for general corporate and net working capital purposes. "Risks related to having sufficient ongoing net working capital to execute survey project contracts are mitigated through our normal practice of obtaining advance payments and progress payments from customers throughout the course of the projects, which often span three to four months. In addition, where possible, risk of default on client billings has been mitigated through the use of export insurance programs offered by Export Development Canada. "In YE-19, NXT continued to make progress in strengthening its liquidity and net working capital by completing the Nigerian SFD Survey and reducing corporate costs by reducing the number of staff and by implementing new human resource policies to reduce staffing costs. "The Company does not have provisions in its leases, contracts, or other arrangements that would trigger additional funding requirements or early payments. "If the Company were to default on its office lease, the current month rent plus the next three months become immediately due. If the Company were to default on the aircraft lease, the Company would be required to deliver the aircraft back to the Lessor." A full-text copy of the Form 6-K is available for free at: https://is.gd/QhOX8R About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method which can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions Inc. provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. * * * This concludes the Troubled Company Reporter's coverage of NXT Energy until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. OUTLOOK THERAPEUTICS: Provides Update on Ongoing Clinical Trials ---------------------------------------------------------------- Outlook Therapeutics, Inc. provided a clinical update on the impact of the COVID-19 pandemic on the status of NORSE 1 and NORSE 2, its ongoing registration clinical trials for ONS-5010 / LYTENAVA (bevacizumab-vikg), an investigational ophthalmic formulation of bevacizumab. All clinical and chemistry, manufacturing and control (CMC) activities are currently active for both NORSE 1 and NORSE 2, registration clinical trials evaluating ONS-5010 for treatment of wet age-related macular degeneration (wet AMD). The Company has confirmed with the Ophthalmic Division of the U.S. Food and Drug Administration (FDA) that it considers both approved and investigational treatments for sight-threatening conditions such as wet AMD not to be elective, and that as such they should continue during the COVID-19 restrictions. NORSE 1 completed enrollment in August 2019 and is on pace to meet its schedule as expected. The Company anticipates reporting data during the third calendar quarter of 2020. At this time, COVID-19 is not expected to affect the completion of NORSE 1 and anticipated data readout date. NORSE 2, which commenced enrollment in July 2019 and is being conducted in the United States, continues to screen, enroll and treat patients, subject to additional COVID-19 safety protocols for both patients and staff at trial sites. Due to these additional safety protocols, some sites have temporarily shut down and patient enrollment has slowed. Outlook estimates that final enrollment could be delayed by one to three months, depending on local conditions, which have varying degrees of "shelter-in-place" and other type of executive orders mandating various restrictions. "In these unprecedented times across the globe, the safety of the patients and medical staff engaged in our NORSE 1 and NORSE 2 clinical trials is our top priority. We are fortunate enough not to expect any delay in our NORSE 1 clinical trial and anticipate reporting data from the study in August of this year, as planned. We want to share our deepest appreciation to all medical staff and patients for their ongoing participation in this important clinical work," said Lawrence A. Kenyon, president, CEO and CFO, Outlook Therapeutics. "While the full impact of COVID-19 remains uncertain, we are confident that the statistical analysis plans we have built into the NORSE 2 clinical trial will mitigate potential missed visits and the slower pace of enrollment we are currently experiencing. Our team remains dedicated to advancing the program efficiently while minimizing delays as much as possible." About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com/-- is a late clinical-stage biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Outlook Therapeutics reported a net loss attributable to common stockholders of $36.04 million for the year ended Sept. 30, 2019, compared to a net loss attributable to common stockholders of $48.02 million for the year ended Sept. 30, 2018. As of Dec. 31, 2019, the Company had $10.42 million in total assets, $35.83 million in total liabilities, $5.53 million in total convertible preferred stock, and a total stockholders' deficit of $30.93 million. KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 19, 2019, on the consolidated financial statements for the year ended Sept. 30, 2019, citing that the Company has incurred recurring losses and negative cash flows from operations and has a stockholders' deficit of $16.1 million, $6.7 million of convertible senior secured notes that become due on Dec. 22, 2019, $3.6 million of unsecured indebtedness due on demand and $1.0 million of unsecured indebtedness also due on demand, but subject to a forbearance agreement through March 2020, that raise substantial doubt about its ability to continue as a going concern. OWENS FUNERAL HOME: Taps Windels Marx Lane & Mittendorf as Counsel ------------------------------------------------------------------ Owens Funeral Home, Incorporated seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Windels Marx Lane & Mittendorf, LLP as counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) advise the Debtor regarding its powers and duties as debtor-in-possession in the continued management and operation of its business and property; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (c) take necessary action to protect and preserve the Debtor's estate; (d) prepare the Debtor's behalf motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; (e) negotiate and prepare on behalf of the Debtor a plan of reorganization or liquidation and all related documents; (f) represent the Debtor in obtaining any post-petition loans and authorization to use cash collateral; (g) advise the Debtor in connection with sale of assets; (h) appear before this Court and any appellate courts, and protecting the interests of the Debtor's estate before this Court; and (i) perform other necessary legal services and provide other necessary legal advice to the Debtor in connection with this Chapter 11 case. The firm will be paid at these hourly rates: Partners $500-$1,075 Associates $250-$475 Paraprofessionals $150-$240 The firm has agreed with the Debtor that Charles E. Simpson and partners will be billed at the lower of their respective hourly rate, or $600, and associates at their respective rates. The firm received a retainer fee from the Debtor and the Affiliated Entities in the total sum of $10,000, which retainer fee was applied to attorneys' fees incurred by the Debtor and its Affiliated Entities prior to the Debtor's voluntary bankruptcy filing on February 18, 2020 in the total amount of $26,595.60. Charles E. Simpson, Esq., at Windels Marx Lane & Mittendorf, LLP disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles E. Simpson, Esq. David Lopez, Esq. WINDELS MARX LANE & MITTENDORF LLP 156 West 56th Street New York, NY 10019 Telephone: (212) 237-1000 E-mail: csimpson@windelsmarx.com dlopez@windelsmarx.com About Owens Funeral Home, Incorporated Owens Funeral Home, Incorporated is a provider of funeral and cremation services headquartered at 216 Lennox Avenue, New York, New York. Owens Funeral Home sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-10508) on Feb. 18, 2020. At the time of the filing, the Debtor disclosed estimated assets and liabilities of $1 million to $10 million. The petition was signed by Isaiah Owens, the firm's president/CEO. The Debtor tapped Windels Marx Lane & Mittendorf LLP as its counsel. OWENS TRANSPORTATION: Seeks Court Approval to Hire Windels Marx --------------------------------------------------------------- Owens Transportation Excellence, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Windels Marx Lane & Mittendorf, LLP as counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) advise the Debtor regarding its powers and duties as debtor-in-possession in the continued management and operation of its business and property; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (c) take necessary action to protect and preserve the Debtor's estate; (d) prepare the Debtor's behalf motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; (e) negotiate and prepare on behalf of the Debtor a plan of reorganization or liquidation and all related documents; (f) represent the Debtor in obtaining any post-petition loans and authorization to use cash collateral; (g) advise the Debtor in connection with sale of assets; (h) appear before this Court and any appellate courts and protecting the interests of the Debtor's estate before this Court; and (i) perform other necessary legal services and provide other necessary legal advice to the Debtor in connection with this Chapter 11 case. The firm will be paid at these hourly rates: Partners $500-$1,075 Associates $250-$475 Paraprofessionals $150-$240 The firm has agreed with the Debtor that Charles E. Simpson and partners will be billed at the lower of their respective hourly rate, or $600, and associates at their respective rates. The firm received a retainer fee from the Debtor and the Affiliated Entities in the total sum of $10,000, which retainer fee was applied to attorneys' fees incurred by the Debtor and its Affiliated Entities prior to the Debtor's voluntary filing of petition on March 10, 2020 in the total amount of $26,595.60. Charles E. Simpson of Windels Marx Lane & Mittendorf, LLP disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles E. Simpson, Esq. David Lopez, Esq. WINDELS MARX LANE & MITTENDORF LLP 156 West 56th Street New York, NY 10019 Telephone: (212) 237-1000 E-mail: csimpson@windelsmarx.com dlopez@windelsmarx.com About Owens Transportation Excellence, Inc. Owens Transportation Excellence, Inc. is a transportation company headquartered at 216 Lennox Avenue, New York, New York. Owens Transportation Excellence sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-10508) on Mar. 10, 2020. The petition was signed by Isaiah Owens, the firm's president/CEO. The Debtor tapped Windels Marx Lane & Mittendorf LLP as its counsel. PACIFIC PLEASANT: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Pacific Pleasant Investment, LLC 3278 Hwy 309 Byhalia, MS 38611 Chapter 11 Petition Date: April 20, 2020 Court: United States Bankruptcy Court Northern District of Mississippi Case No.: 20-11594 Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 E-mail: cmgeno@cmgenolaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Nrupesh Patel, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://is.gd/DpTvpt PAPER BLAST CO: May Continue Using Cash Collateral Until April 22 ----------------------------------------------------------------- Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Paper Blast Co. to use the cash collateral of Amazon Capital Services, Inc. and Itria Ventures LLC on an interim basis to and including April 22, 2020. Status is set for April 23, 2020 at 9:30 a.m. The Parties-in-Interest will be secured by a lien to the same extent, priority and validity as existed prior to the Petition date. They will receive a security interest in and a replacement lien upon all of the Debtor's now existing or hereafter acquired property, in existence before or after the Petition Date including the proceeds and products thereof, to the extent actually used and for any diminution in the value of their respective collateral securing all indebtedness of the Debtor. Said lien and security interest will have the same validity, perfection, and enforceability as the pre-petition lien held by the Parties-in-Interest without any further action and without executing or recording any financing statements, security agreements, or other documents. The Debtor will make adequate protection payments to Amazon in the amount of $10,000 and to Itria in the amount of $1,500. In addition, the Debtor will maintain insurance covering the full value of all collateral, and will permit on site inspection of such collateral, policies of insurance, and financial statements, including, but not limited to, monthly operating reports. About Paper Blast Co. Paper Blast Co. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-01366) on Jan. 17, 2020. In the petition signed by Brian Berns, CEO, the Debtor was estimated to have up to $50,000 in assets and $500,001 to $1 million in liabilities. The Debtor is represented by Ben Schneider, Esq., at Schneider & Stone. PEORIA REGIONAL: $3.2M Sale of Peoria Commercial Property Approved ------------------------------------------------------------------ Judge Scott H. Gan of the U.S. Bankruptcy Court for the District of Arizona authorized Peoria Regional Medical Center, LLC's Purchase and Sale Agreement with Jeff Thomas, PLLC and/or its assignee regarding the sale of the commercial real property it owned located at 26320 N. Lake Pleasant Pkwy., Peoria, Maricopa County, Arizona, APN 201-30-215, approximately 7.1205 acres of raw land, for $3,155,000. To provide assurance to Peoria that prompt action will be taken to protect the health and safety of Peoria's citizens, the steel structure and concrete foundation will be demolished and removed. The Buyer and the Seller, and the Court agrees, that the auction and bidding procedures provided in the Motion are no longer required, including any requirements provided in the Purchase and Sale Agreement. The Feasibility Period will begin on the date the Order is signed. Section 11(d) of the PSA is deleted in its entirety. Section 15 of the PSA is deleted in its entirety and replaced with the following, new Section 15: Demolition. Buyer represents and warrants that it will, within 30 days of completion of the feasibility period, arrange for architects, engineers and/or contractors to begin all necessary preparations for demolition of the metal structure and removal of the concrete foundation located on the Property and, thereafter, proceed to demolish and remove the metal structure and concrete foundation. Buyer represents and warrants that it will, within 60 days of completion of the feasibility period, begin on-site demolition of the metal structure and removal of the concrete foundation. Buyer represents and warrants that demolition will be completedwithin 120 days of completion of the feasibility period, at the sole cost of the Buyer. For purposes of this section, completion will mean demolition of the structure and foundation, and removal of all debris from the Property. Buyer agrees that the City of Peoria is an intended third party beneficiary of this Section 15. The Buyer and Seller represent and warrant their understanding of the PSA giving authority to Buyer to enter the Property and fulfill the requirements of this section. Buyer will provide the initial report and/or plan for demolition, and timely updates and other relevant information to the City of Peoria about the status of the demolition on an ongoing basis until completion. Debtor and Buyer represent and warrant their understanding and agreement that in the event this PSA (i) is terminated by either the Buyer or Seller any reason, (ii) there is an untimely or uncured default by either the Buyer or Seller, (iii) does not make it past the feasibility period, (iv) the sale fails to close for any reason, (v) or closing is extended more than 30 days past the current date found in the PSA, the City of Peoria has the right to enter the Property and demolish the structure and foundation in a manner that protects the public health and welfare, without any further notice to the Court, the Debtor, or the Buyer, and without any order from the Court. Buyer and Debtor represent and warrant their understanding and agreement that in the event the City of Peoria demolishes the structure under the circumstances described in this paragraph, that the City of Peoria will place a lien on the property for the cost of the demolition, in a manner pursuant to state law. Nothing in the Order will be deemed consent by any party to any other surcharge other than those disbursements reflected therein under Bankruptcy Code Section 506 or otherwise for any amount or for any reason. A copy of the Agreement is available at https://tinyurl.com/v7vhuyp from PavcerMonitor.com free of charge. About Peoria Regional Medical Center Headquartered in Mesa, Arizona, Peoria Regional Medical Center, LLC, aka Peoria Hospital LLC, owns an unfinished medical center located at 26320 Lake Pleasant Parkway, Peoria, Arizona. The medical center was intended to be the city's first full-service general acute-care hospital. The Peoria Building Board of Appeals had ordered the demolition of the structure indicating that the structure was an unattractive nuisance and a hazardous building. Peoria Regional Medical Center filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 17-11742) on Oct. 4, 2017, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Timothy A. Johns, manager. Judge Scott H. Gan presides over the case. Heather Ann Macre, Esq., at Aiken Schenk Hawkins & Ricciardi P.C., serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. PLEASANT POINT: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Pleasant Point Investment, LLC 5337 Hwy 72 Mount Pleasant, MS 38649 Chapter 11 Petition Date: April 20, 2020 Court: United States Bankruptcy Court Northern District of Mississippi Case No.: 20-11595 Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 E-mail: cmgeno@cmgenolaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Nrupesh Patel, 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/3HTAgF POLYMER ADDITIVES: S&P Downgrades ICR to 'CCC'; Outlook Negative ---------------------------------------------------------------- S&P Global Rating lowered its issuer credit rating on Polymer Additives Holdings Inc. (Valtris) to 'CCC' from 'B-'. S&P also lowered its issue-level ratings to 'CCC' from 'B-'. The downgrade reflects the very challenging macroeconomic conditions S&P believes Polymer Additives Holdings Inc.(d/b/a Valtris) will face over the next 12 months and the resulting weakening of credit metrics relative to the rating agency's previous expectations. S&P now anticipates funds from operations (FFO) to total debt will be in the low single digits over the forecast period. Previously, at the higher rating, S&P had expected FFO to debt in the 6%-9% range. Additionally, S&P now expects that the company's debt to EBITDA will be in the double digits, up from the rating agency's previous expectation for 6.5x-7x. S&P expects that 2020 earnings from Valtris' specialty chemicals businesses will be weaker relative to the rating agency's previous expectations. The company's operating performance in 2019 was already pressured by challenges in the building/construction and auto markets in the U.S., as well as by challenges in Valtris' advanced organics business unit. The negative outlook on Valtris reflects risks that macroeconomic conditions could weaken more than S&P anticipates and that, in S&P's view, the company's covenant will come under pressure as a result. A covenant breach could hurt the company's ability to service debt obligations and operating needs at the current rating level. S&P's base case assumes a U.S. economic contraction, which hurts demand for Valtris' products. The company's global operations and exports out of the U.S. would also be hurt by lower-than-anticipated GDP growth rates globally. S&P bases these assumptions on its belief that demand in key end markets will shrink in 2020 because of global recessionary conditions. Despite these assumptions, S&P believes the uncertainty related to the ongoing impact of the coronavirus on various sectors of the economy could portend a greater economic slowdown than it factors into its ratings. S&P reflects this uncertainty in its negative outlook. "We could lower our rating on Valtris over the next few months if we expect a deterioration in the company's liquidity position as a result of depressed EBITDA and covenant challenges. We could lower the rating if the company breaches a covenant and, in light of depressed macroeconomic conditions, we believe the company will have challenges in meeting its financial obligations. Additionally, we could lower the rating if we expect management to not maintain the current leverage or if we expect the owners to take dividends. We do not factor in any significant debt-funded acquisitions, and we could lower the rating if metrics weaken as a result of such an acquisition," S&P said. "We could revise the outlook back to stable if Valtris' earnings weaken less than we anticipate or if we believe end markets could bounce back quickly. We would require a brief demonstrated track record of at least a few quarters of improving volumes and earnings," the rating agency said. POLYONE CORP: Egan-Jones Lowers Senior Unsecured Ratings to B+ -------------------------------------------------------------- Egan-Jones Ratings Company, on April 8, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by PolyOne Corporation to B+ from BB-. Headquarters: Avon Lake, Ohio, PolyOne Corporation is a global provider of specialized polymer materials and services. PROJECT BOOST: Fitch Cuts LT IDR to 'B-' on Auto Sector Weakening ----------------------------------------------------------------- Fitch has downgraded the Long-Term Issuer Default Rating for Project Boost Purchaser, LLC (dba, J.D. Power) to 'B-' from 'B' to reflect Fitch's concerns that the coronavirus pandemic and related weakness seen in the auto market could pressure profitability and leverage metrics in 2020-2021. The Rating Outlook remains at Stable. Fitch also notches lower the company's $1.3 billion of first-lien secured debt, including an $80 million revolver and term loans to 'BB-'/'RR1' from 'BB'/'RR1'. The ratings and Outlook reflect Fitch's view that there is a significant amount of uncertainty in the automotive end markets and J.D. Power's customers will likely be pressured throughout most of 2020. Fitch considers liquidity and maturity risk as low given the company's positive cash flow generation, access to liquidity via its revolver and its nearest maturity being in 2024. J.D. Power and Autodata are leading providers of data and analytics solutions for the automotive industry. The combined company serves a range of industry participants, including automotive original equipment manufacturers, dealers and suppliers. The December 2019 merger scaled both companies materially, broadened each's offerings and provided Autodata with exposure to certain non-auto-related verticals, including financial institutions; utilities; and technology, media and telecom. Importantly, financial leverage will likely remain high under private equity ownership while the company seeks both organic and acquisitive growth. KEY RATING DRIVERS Auto Weakness from Coronavirus: Global auto manufacturers experienced a material slowing of sales YTD since the coronavirus pandemic began to spread outside China, which will likely continue in the months ahead. Fitch's auto team forecasts the U.S. seasonally-adjusted annual rate could be down 20% in 2020 to roughly 13.5 million vehicles. This level of sales is still above the 10.4 million troughs from 2009. Fitch believes direct effects from stay-at-home orders in the U.S. and the second derivative economic impact (e.g. higher unemployment, lower income levels) will severely affect auto sales throughout the remainder of 2020. While J.D. Power's business is highly recurring and performed reasonably well during the 2008-2009 downturn (J.D. Power's 2009 revenue declined 13%, or much better than more than 30% for U.S. SAAR), the business still could experience pressure in the quarters ahead as its customers seek to reduce costs. High Leverage: High leverage is a limiting factor for the IDR. Management projected gross leverage at December 2019 (pro forma the J.D. Power merger and Trilogy Automotive acquisition) was 7.4x, including synergies not yet realized. Fitch calculates pre-synergy gross leverage was closer to mid-8.0x at YE 2019, and will likely remain high and at least in the mid-7.0x range over the next year due to sales/profitability pressures from the coronavirus pandemic. This leverage is high but supported to a certain extent by a highly recurring business model that provides significant cash flow predictability. Over time, Fitch believes leverage will remain high as the company does additional M&A and/or redistributes cash to shareholders. The credit agreement provides significant flexibility to increase leverage, as the only maintenance covenant is for first-lien net leverage to remain below 8.25x when the revolver is more than 35% drawn. Liquidity, Maturity Risk Limited: Despite near-term operational challenges from broad-based U.S. economic weakness, Fitch views liquidity and maturity risk as limited in the near to medium term. Even in a stressed scenario, Fitch believes the company could generate $190 million-$200 million of EBITDA over the next couple years. With cash interest expense and capex combined in the low- to mid-$100 million range and minimal working capital needs, this provides the company headroom, even in a downside scenario, in addition to its $80 million secured revolver. Maturity risk is also limited, given its current debt structure was put in place in 2019 with the merger and its nearest maturity is in 2024. Merger Provides Additional Scale: Fitch believes the December 2019 merger between J.D. Power and Autodata significantly enhanced each company's scale and provided a strong platform of data/analytics capabilities. The combined entity, including the December 2019 acquisition of Trilogy, generates annual revenue near $500 million, a more than 1.5x and 3.0x increase from J.D. Power's and Autodata's respective run-rates, and EBITDA of more than $220 million including synergies. Fitch believes the company's solutions and data sets are complementary and could help strengthen its overall competitive position. Meaningful customer concentration risk remains, as the top 10 customers compose roughly 49% of revenue. Critical, Industry-Embedded Data Sets: Fitch believes both Autodata's and J.D. Power's data sets are critical to its customers' workflows and are difficult to replicate. This is likely evidenced by more than 75% of its customers having tenure of more than 10 years and customer revenue retention of 109%. Its products are highly embedded in the decision-making processes, with multiple customer touch points across the value chain. J.D. Power's offerings outside auto to industries such as financial services and utilities are less embedded in the industry, but provide some diversification. Highly Recurring Business Model: Subscription-based revenue composes nearly 90% of pro forma combined revenue, which Fitch believes provides significant visibility and stability to FCF generation. A meaningful portion of customers operate under annual or multiyear contracts, and net revenue retention has been historically high and more than 100%. The company also has limited working capital and capex requirements, which translates into strong FCF conversion metrics that Fitch projects could be 20%-30% of EBITDA in the coming years, even including the coronavirus impact. Concentrated Exposure to Cyclical Market: The business is heavily reliant on the health of the auto industry, with nearly 85% of revenue from auto-related companies, including OEMs (Ford Motor Company, General Motors Company, Toyota Motor Corporation and others), dealers and auto suppliers. During the 2008-2009 recession, J.D. Power experienced a roughly 13% revenue decline, adjusted EBITDA margin contracted to 10% from 12%, and legacy Autodata sales fell in the high single-digit percentage range. This was much better than the more than 50% U.S. SAAR decline from its 2005 peak to early 2009 trough. The combined entity now has greater exposure to contractual, data and analytics businesses, which should mitigate some industry cyclicality, but Fitch believes the business would still be hurt in an economic slowdown. M&A Remains a Focus: Fitch expects Autodata will prioritize the use of cash flows to grow its services in the coming years via additional acquisitions, with a particular focus expected on further enhancing its higher margin data and analytics capabilities. This was evident in the December 2019 acquisition of Trilogy for a purchase price of $70 million (7.0x LTM EBITDA pre-synergies). PE owner Thoma Bravo's May 2019 purchase of Autodata, and December 2019 purchase of J.D. Power and Trilogy are clear reflections of its willingness to aggressively use its balance sheet to consolidate industry players, in its view. Fitch has not explicitly modeled incremental M&A into its ratings case. However, it acknowledges strong cash flow generation could support inorganic investment spending. ESG Influence: Project Boost has an Environmental, Social and Governance Relevance Score of '4' for Governance Structure due to its current ownership structure, including PE owners controlling the company, which has an impact on the credit profile, and is relevant to the rating in conjunction with other factors. DERIVATION SUMMARY The 'B-' IDR reflects Fitch's view that end-market conditions may be challenged in the near term due to the coronavirus pandemic and related impact it has had on U.S. consumer spending and manufacturing. This could lead to adjusted gross leverage remaining above Fitch's prior negative sensitivity of 7.5x through 2021. Fitch believes the company has sufficient liquidity to manage through the current environment, although this could evolve depending upon the length and severity of the stay-at-home orders. Longer term, Fitch believes the combined J.D. Power/Autodata has many positive attributes that influence the overall IDR. The company is a leading provider of data and analytics solutions to the automotive industry, with strong market share and high brand awareness among industry participants. Further, the company, on a pro forma combined basis also has a growing top-line that is largely composed of recurring revenues, strong EBITDA margins in the low- to mid-40% range and a solid FCF generation profile. Each of these attributes positions it well versus other data/analytics companies Fitch reviews. These factors are partially offset by lack of end-market diversification (majority of business exposed to auto), cyclicality inherent in the auto industry, customer concentration (top 10 customers compose nearly 50% of revenue) and high leverage. Pro forma leverage, excluding synergies, of more than 8.0x is particularly high relative to other business services companies Fitch rates. High leverage and lack of diversification are key limiting factors that it believes positions the IDR in the 'B-' rating category. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer Include: -- Revenue: Sales meaningfully weaker in 2020 from softer auto end market (coronavirus impact), with consolidated sales down mid-single digit percentage for the full year (higher in the legacy J.D. Power business); -- EBITDA: Margins improve from 38% pro forma combined in 2018 to the low-40% range over the rating horizon. This assumes merger cost synergies, coronavirus-related cost initiatives and faster growth in the higher margin data and analytics segment; -- Cash Flow and Debt: Early uses of cash flow go toward modest debt reduction before the PE owner takes out capital via an assumed dividend distribution; -- M&A: Fitch has not forecast incremental acquisitions, but acknowledges the company may seek additional deals adjacent to its business, particularly ones that deepen its data and analytics capabilities. Recovery Analysis For entities rated 'B+' and below -- where default is closer and recovery prospects are more meaningful to investors -- Fitch undertakes a tailored, or bespoke, analysis of recovery upon default for each issuance. The resulting debt instrument rating includes a Recovery Rating or published 'RR' (graded from 'RR1' to 'RR6'), and is notched from the IDR accordingly. In this analysis, there are three steps: (i) estimating the distressed enterprise value; (ii) estimating creditor claims; and (iii) distribution of value. Fitch assumed J.D. Power would emerge from a default scenario under the going concern (GC) approach versus liquidation. Key assumptions used in the recovery analysis are as follows: -- GC EBITDA: Fitch assumes a $175 million GC EBITDA, including synergies from the J.D. Power acquisition combined with meaningful revenue loss from its largest customers. A meaningful customer loss, while unlikely, is always a risk factor for a business with meaningful concentration. -- EV Multiple: Fitch assumes a 8.0x multiple, in line with recovery assumptions used for other highly recurring companies rated by Fitch, including software, business services and payments companies. This multiple is further validated based upon multiples of: comparable public companies, historic industry M&A and comparable reorganization multiples Fitch has seen historically in the TMT sector. -- Other Assumptions: Fully drawn revolver and concession payments for second-lien debtholders. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Gross leverage, Fitch-defined as total debt with equity credit/operating EBITDA, expected to be sustained below 7.5x over a multiyear horizon; -- FFO coverage approaching 2.5x or higher; -- Greater visibility into the company's resilience to the coronavirus pandemic and related U.S. macro shock could also lead to an upgrade. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch could downgrade the IDR if FFO coverage is expected to remain below 1.5x; -- FCF leverage, Fitch-defined as cash flow from operations less capex/total debt with equity credit, is negative for a sustained period; -- Adverse operating performance, material changes to industry dynamics and/or the loss of a key customer that meaningfully alters the overall operating profile. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: Fitch believes J.D. Power has sufficient liquidity to navigate its business through the coronavirus pandemic and any potential recession related to it, and execute on its growth strategy when U.S. macro conditions stabilize. However, the pace of M&A will likely be a determining factor in the level of liquidity over time. Fitch estimates the company had approximately $60 million of cash on its balance sheet at December 2019. Liquidity is supported by an untapped $80 million revolver and positive FCF generation that Fitch projects could be in excess of $30 million-$40 million in 2020, even assuming significant auto end-market weakness and restructuring-related cash costs the company may incur. Debt Profile: The company's debt structure consists of a mix of first-lien secured term loans ($1.23 billion, or 75% of debt) and second-lien term loans ($415 million, or 25% of debt). The company also has an $80 million secured revolver in place, which is only partially drawn today. All of its debt is floating rate and matures in 2024-2027. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. 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. Project Boost has an ESG Relevance Score of '4' for Governance Structure due to its current ownership structure, including PE owners controlling the company, which has an impact on the credit profile, and is relevant to the rating in conjunction with other factors. PULMATRIX INC: Launches $8.0 Million Registered Direct Offering --------------------------------------------------------------- Pulmatrix, Inc., has entered into definitive agreements with several institutional and accredited investors for the purchase and sale of 4,787,553 shares of the Company's common stock, at a purchase price of $1.671 per share, in a registered direct offering priced at-the-market under Nasdaq rules. Pulmatrix has also agreed to issue to the investors unregistered warrants to purchase up to an aggregate of 4,787,553 shares of common stock. The closing of the offering is expected to occur on or about April 20, 2020, subject to the satisfaction of customary closing conditions. H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering. The warrants have an exercise price of $1.55 per share of common stock, will be exercisable immediately following the date of issuance and will expire two years following the date of issuance. The gross proceeds to Pulmatrix from this offering are expected to be approximately $8.0 million, before deducting the placement agent's fees and other offering expenses. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes. The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) are being offered by Pulmatrix pursuant to a "shelf" registration statement on Form S-3 (File No. 333-230225) previously filed with the Securities and Exchange Commission on March 12, 2019 and declared effective by the SEC on March 15, 2019. The offering of the securities will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the shares of common stock being offered will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.govor by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (646) 975-6996 or e-mail at placements@hcwco.com. The warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. About Pulmatrix Pulmatrix, Inc. -- http://www.pulmatrix.com/-- is a clinical stage biotechnology company focused on the discovery and development of novel inhaled therapeutic products intended to prevent and treat respiratory diseases and infections with significant unmet medical needs. The Company's proprietary product pipeline is focused on advancing treatments for serious lung diseases, including Pulmazole, inhaled anti-fungal itraconazole for patients with ABPA, and PUR1800, a narrow spectrum kinase inhibitor for patients with obstructive lung diseases including asthma and chronic obstructive pulmonary disease. Pulmatrix's product candidates are based on iSPERSE, its proprietary engineered dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations and reducing systemic side effects to improve patient outcomes. Pulmatrix reported a net loss of $20.59 million for the year ended Dec. 31, 2019, compared to a net loss of $20.56 million for the year ended Dec. 31, 2018. The net loss in 2019 was primarily attributable to spend on the Pulmazole project as the Company advances its Phase 2b clinical study and PUR1800 manufacturing costs for the upcoming Phase 1b clinical study. As of Dec. 31, 2019, the Company had $36.10 million in total assets, $25.08 million in total liabilities, and $11.02 million in total stockholders' equity. PVH CORP: Egan-Jones Lowers Senior Unsecured Debt Ratings to BB --------------------------------------------------------------- Egan-Jones Ratings Company, on April 9, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by PVH Corporation to BB from BB+. Headquartered in New York, New York, PVH Corporation designs, sources, manufactures, and markets men's, women's, and children's apparel and footwear. QUANTUM CORP: Secures $10M Loan from PNC Bank Under CARES Act ------------------------------------------------------------- Quantum Corporation entered into a Payment Protection Term Note effective April 11, 2020 with PNC Bank, National Association as the lender, in an aggregate principal amount of $10,000,000 pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the "PPP Loan"). Subject to the terms of the Note, the PPP Loan bears interest at a fixed rate of one percent per annum, with the first six months of interest deferred, has an initial term of two years, and is unsecured and guaranteed by the Small Business Administration. As of April 11, 2020, the Company entered into the Second Amendment to the Amended and Restated Revolving Credit and Security Agreement, dated as of Dec. 27, 2018, among the Company, Quantum LTO Holdings, LLC, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent for those lenders. The amendment amends certain terms of the Revolving Credit Agreement in a manner that enables the Company to enter into the Note and avail itself of the PPP Loan. In addition, on April 13, 2020, the Company entered into Amendment No. 3 to the Term Loan Credit and Security Agreement, dated as of Dec. 27, 2018, among the Company, Quantum LTO Holdings, LLC, the lenders from time to time party thereto, and U.S. Bank National Association, as disbursing and collateral agent for such lenders. The Term Loan Amendment amends the definition of Permitted Indebtedness in the Term Loan Credit Agreement in a manner that enables the Company to enter into the Note and avail itself of the PPP Loan. The Company may apply to the Lender for forgiveness of the PPP Loan, with the amount which may be forgiven equal to the sum of the payroll costs, covered mortgage obligation, covered rent obligation; and covered utility payment incurred by the Company during the eight-week period beginning on the date of first disbursement to the Company under the PPP Loan, calculated in accordance with the terms of the CARES Act. No assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part, but the Company intends to use the proceeds from the PPP Loan in accordance with the PPP Loan program. The Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the Note. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, and/or Lender's exercise of any of the rights and remedies available under the Loan Documents or under applicable law. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- provides technology and services that stores and manages video and video-like data delivering the industry's top streaming performance for video and rich media applications, along with low cost, high density massive-scale data protection and archive systems. The Company helps customers capture, create and share digital data and preserve and protect it for decades. Quantum reported a net loss of $42.80 million for the year ended March 31, 2019, a net loss of $43.35 million for the year ended March 31, 2018, and a net loss of $2.41 million for the year ended March 31, 2017. As of Dec. 31, 2019, the Company had $165.30 million in total assets, $360.77 million in total liabilities, and a total stockholders' deficit of $195.47 million. RADIO DESIGN: Taps Brophy Schmor as Counsel in Audix Litigation --------------------------------------------------------------- Radio Design Group, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ Brophy Schmor LLP as special counsel nunc pro tunc to December 2, 2019. The firm has been selected by the Debtor as its special counsel based on its reputation and experience in state court litigation. The services the firm will render on behalf of the Debtor include representation in the lawsuit Audix Corporation v. Radio Design Group, Inc., Clackamas County Circuit Court Case No. 17CV15222. Compensation of the attorneys shall be set upon application, notice and hearing, if one is necessary, in accordance with local court procedures. David B. Paradis, a partner at Brophy Schmor LLP, disclosed in court filings that the firm does not hold or represent an interest adverse to the estate nor is it interested persons within the meaning of Section 327(a) of the Bankruptcy Code. Mr. Paradis declared that the firm has received payments from the Debtor and its principals for fees within the year prior to the bankruptcy filing but wishes to maintain the attorney-client privilege with respect to such fees in order to avoid any advantage such information might provide to the opposing party in the litigation matter. The firm can be reached through: David B. Paradis, Esq. BROPHY SCHMOR LLP 201 W. Main Street, Suite 5 Medford, OR, 97501 About Radio Design Group, Inc. Radio Design Group, Inc. is a design and engineering firm based in Grants Pass, Oregon. Since its incorporation in 1992, Radio Design has grown from a small RF consulting company specializing in small commercial markets to a vital contributor of unique and innovative products that have advanced the state of technology in both the commercial and defense related markets. Radio Design previously sought bankruptcy protection on July 24, 2014 (Bankr. D. Oregon Case No. 14-62732). Radio Design Group sought bankruptcy protection (Bankr. D. Ore. Case No. 19-63617) on Dec. 2, 2019. The petition was signed by James Hendershot, the firm's president. At the time of the filing, the Debtor disclosed estimated $1 million to $10 million in both assets and liabilities. The Debtor tapped Loren S. Scott, Esq. at The Scott Law Group as counsel and Brophy Schmor LLP as special counsel. RANGE PARENT: S&P Lowers ICR to 'CCC+'; Outlook Negative -------------------------------------------------------- S&P Global Ratings lowered its issuer credit on Range Parent Inc. to 'CCC+' from 'B-' and revised the outlook to negative. At the same time, S&P lowered its issue-level ratings on the company's first-lien credit facilities to 'CCC+' from 'B-' and on its second-lien term loan to 'CCC-' from 'CCC'. "The downgrade reflects our view that the COVID-19 pandemic could cause credit measures to weaken further. Despite Robertshaw Controls Co.'s progress in controlling costs, along with a decent liquidity position following a $30 million draw on its revolver in its fiscal fourth quarter ended March 31, 2020, we believe that weaker economic conditions could cause earnings and cash flows relative to its fixed charges to become thin. Its EBITDA to interest coverage could remain below 2x and approach 1.5x, a level we consider quite low. Additionally, its adjusted debt to EBITDA may remain high at close to 9x by the end of the fiscal year," S&P said. The negative outlook reflects S&P's view of a one-in-three potential for lower ratings. S&P could lower the rating if Robertshaw cannot improve its operating performance to where there is more distance between its earnings and fixed charges. S&P believes demand for home appliance and heating, ventilation, and air conditioning (HVAC) controls will slow, and the company's fiscal 2021 sales could fall 10% or be flat in the best case scenario. Lower base rates and interest rate swap benefits could help Robertshaw's interest expense ease in fiscal 2021 from $46 million the prior year, but the level could stay fairly high in the $35-$40 million range. The company's term loan amortization exceeds $5 million annually, and its capital spending (which was $15 million last year) may be scaled back in the recession to roughly $12 million. While Robertshaw may be able to reduce capital spending and other operational costs, a longer-term stagnation in sales and earnings could result in the company exhausting its available liquidity and having difficulty meeting its obligations. "We could lower our ratings on Range Parent Inc. if its liquidity becomes constrained and it appears that the company is likely to default within the next year. If the global economy remains depressed over the long term, demand for control components becomes dormant, management cannot reduce costs quickly and significantly enough, and Robertshaw cannot amend its financial covenants, then a breach could occur, heightening risk of default. Based on our downside scenario, this could occur if Robertshaw's revenue and operating margins both weaken by more than 200 basis points. We could also lower our ratings if the company engages in a distressed exchange transaction, because the pricing on its first- and second-lien term loans is quite low," S&P said. "We could raise the ratings if it becomes apparent that a global economic rebound is underway, Robertshaw's end markets rebound substantially, and demand for the company's products increases. Establishing a track record of higher sales, earnings, and cash flows such that the sustainability of its capital structure is no longer in question are key to this outcome. In a recovering macroeconomic environment, Robertshaw can reap benefits from its footprint consolidation and productivity initiatives and develop its new product platforms," the rating agency said. REGIONAL SITE: Cash Collateral Use Continued Through May 13 ----------------------------------------------------------- Judge Lena Mansori James of the U.S. Bankruptcy Court for the Middle District of North Carolina has entered a fifth interim order authorizing Regional Site Solutions, Inc. to use cash collateral in the ordinary course of business, pursuant to the budget, 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) May 13, 2020 or (iv) the entry of an order denying or modifying the use of cash collateral, or (v) the occurrence of a termination event. BB&T asserts a claim against the Debtor for $101,909.89 under a promissory note dated January 5, 2007 and subsequent modifications, and $249,617.78 under a promissory note dated September 12, 2011, both notes secured by interest in the Debtor's real property in Randolph County, North Carolina. The IRS contends the Debtor owes approximately $330,749.34. The Debtor discloses that it currently owes approximately $84,933.77 to the North Carolina Department of Revenue. The Debtor contends, however, the NCDOR misfiled tax lien notices with the Guilford County Clerk's office and as such they do not have an interest in cash collateral. Pursuant to the Court order, the secured parties are granted a post-petition replacement lien in Debtor's post-petition property of the same type securing the interest of the prepetition secured parties, with such liens having the same validity, priority, and enforceability as existed as of the Petition Date. During the usage period, the Debtor will make monthly adequate protection payments to BB&T for $2,035.80 and to the IRS for $2,000 per month on the 15th non-holiday business day of each month thereafter until the confirmation of a reorganization plan. A further hearing on the cash collateral motion and any objections and responses to the Motion will take place of May 13, 2020 at 2:00 p.m. About Regional Site Solutions Regional Site Solutions, Inc., is a privately held company that operates in the surfacing and paving business. Regional Site Solutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 19-11191) on Oct. 28, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Lena M. James. Dirk W. Siegmund, Esq., at Ivey, McClellan, Gatton & Siegmund, LLP, is the Debtor's legal counsel. RICHARD MERCER: $161K Sale of Lexington Property to Gunter Approved ------------------------------------------------------------------- Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada authorized Richard Mercer and Christine Mercer to sell the real property located at 118 Waterway Court, Unit 19-C, Lexington, South Carolina to Michael Gunter for $161,000. The sale will result in payment of all real estate sales commissions, fees, loan charges, additional charges title charges as customary pursuant to the agreement contained in the Attorney's Preliminary Opinion of Title. The attorney's fees to Thomas E. Crowe Professional Law Corp., in the amount of$4,000, will be paid from escrow. The proceeds of the sale will be turned over to the attorney for Debtors in trust to be used to complete the Debtors' Plan obligations, including administrative, secured and unsecured debt. The sale price exceeds the liens against the property and the sale is thus free and clear under 11 U.S.C. Section 363(f)(3), with the lien of WW National Association to attach to the proceeds of the sale and payment of the lien, pursuant to the Confirmation Order, in full to be paid directly to said Creditor by the attorney for Debtors. The loan secured by the First lien on property will be paid on the date of the closing of the sale, and the sale will be conducted through an escrow and based on a non-expired contractual payoff statement received directly from Fay Servicing, LLC, servicing agent for, US. Bank Trust National Association, not in its individual capacity, but solely as trustee of Citigroup Mortgage Loan Trust 2019-RP1. About Richard and Christine Mercer Richard Mercer and Christine Mercer sought Chapter 11 protection (Bankr. D. Nev. Case No. 11-23178) on Aug. 19, 2011. The Debtors' Chapter 11 Plan was confirmed on July 26, 2013. The Debtors' attorneys: THOMAS E. CROWE PROFESSIONAL Thomas E. Crowe, ESQ. 2830 S. Jones Blvd., Suite 3 Las Vegas, Nevada 89146 ROCHESTER DRUG: Hires Epiq as Claims and Noticing Agent ------------------------------------------------------- Rochester Drug Co-Operative, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire Epiq Corporate Restructuring, LLC as claims and noticing agent in its Chapter 11 case. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) prepare and serve required notices and documents in this Chapter 11 Case in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtor and/or the Court; (b) if applicable, maintain an official copy of the Debtor's schedules of assets and liabilities and statement of financial affairs, listing the Debtor's known creditors and the amounts owed thereto; (c) maintain a list of all potential creditors, equity holders, and other parties in interest and a "core" mailing list consisting of all parties described in Bankruptcy Rules 2002(1), (j), and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make the lists available upon request by a party in interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven business days of service; (g) process all proofs of claim received; (h) maintain an electronic platform for purposes of filing proofs of claim; (i) maintain the official claims register for the Debtor on behalf of the Clerk; (j) provide public access to the Claims Register; (k) implement necessary security measures to ensure the completeness and integrity of the Claims Register and the safekeeping of the original proofs of claim; (l) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (m) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to Epiq's offices, not less than weekly; (n) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Register for the Clerk's review (upon the Clerk's request); (o) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the Claims Register and any service or mailing lists. (p) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (q) assist in the dissemination of information to the public and respond to requests for administrative information regarding this chapter 11 case as directed by the Debtor or the Court; (r) monitor the Court's docket in this Chapter 11 Case and, when filings are made in error or containing errors, alert the filing party of such error and work with them to correct any such error; (s) if this chapter 11 case is converted to chapter 7 of the Bankruptcy Code, contact the Clerk's office within three days of the notice to Epiq of entry of the order converting the case; (t) 30 days prior to the close of this chapter 11 case, to the extent practicable, request that the Debtor submit to the Court a proposed order dismissing Epiq as Claims and Noticing Agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of this chapter 11 case; (u) within seven days of notice to Epiq of entry of an order closing this chapter 11 case, provide to the Court the final version of the Claims Register as of the date immediately before the close of the case; and (v) at the close of this chapter 11 case, box and transport all original documents, in proper format, as provided by the Clerk's office and docket a completed SF-135 Form indicating the accession and location numbers of the archived claims. The firm will be paid at these hourly rates: Clerical/Administrative Support $25-$45 IT /Programming $65-$85 Case Managers $70-$165 Consultants/ Directors/Vice Presidents $160-$190 Solicitation Consultant $190 Executive Vice President, Solicitation $215 Executives No Charge For the services and materials furnished by Epiq under this agreement, the Debtor shall pay the fees, charges and costs set forth in the pricing schedule. subject to the previously agreed upon 15% fee discount. Epiq will bill the Debtor monthly. All invoices shall be due and payable upon receipt. The Debtor provided Epiq a retainer fee in the amount of $25,000. Epiq seeks to first apply the retainer to all prepetition invoices, which retainer shall be replenished to the original retainer amount of $25,000 and, thereafter, to hold the retainer as security of payment of Epiq's final invoice for services rendered and expenses incurred in performing the Claims and Noticing Services. Brian Hunt, consulting director of Epiq Corporate Restructuring, LLC, disclosed in court filings that the firm is a "disinterested person" as the term is referenced in section 156(a) of the Bankruptcy Code and defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert A. Hopen Brian Hunt EPIQ CORPORATE RESTRUCTURING, LLC 777 Third Avenue, 12th Floor New York, NY 10017 About Rochester Drug Co-Operative, Inc. Rochester Drug Cooperative, Inc. is an independently owned New York cooperative corporation formed in 1905 and incorporated in 1948 with a principal office and place of business located at 50 Jet View Drive, Rochester, New York 14624. Its principal business is to warehouse, merchandise, and then distribute, on a cooperative basis, drugs, pharmaceutical supplies, medical equipment and other merchandise commonly sold in drug stores, pharmacies, health and beauty stores, and durable medical equipment business. It is a wholesale regional drug cooperative that operates as both a buying cooperative and a traditional drug distribution company created for the purpose of helping independent pharmacies compete in the current healthcare environment. Rochester Drug Cooperative sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-20230) on March 12, 2020. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Paul R. Warren is the case judge. The Debtor tapped Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, as counsel and Epiq Corporate Restructuring, LLC as the claims and noticing agent. ROMA USA: Exclusivity Period Extended Until Aug. 18 --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia extended the periods during which only Roma USA, LLC can file and solicit acceptances for its Chapter 11 plan to Aug. 18 and Oct. 19, respectively. About Roma USA LLC Roma USA, LLC is a manufacturer and distributor of mineral-based paint founded in 2009 and headquartered in Atlanta. Roma USA sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 19-70378) on Dec. 20, 2019. At the time of the filing, Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Judge James R. Sacca oversees the case. Debtor tapped Scroggins & Williamson, P.C. as its legal counsel, and GGG Partners, LLC as its financial advisor. RUBY'S DINER: Taps Raines Feldman as Labor Counsel -------------------------------------------------- Ruby's Diner, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Raines Feldman LLP as its special counsel. The firm will advise the Debtor with respect to labor, employment and related legal matters in relation to a demand letter received by the Debtor on or about January 9, 2020 from attorneys for former employee Rebecca Cales asserting the Debtor's employment violations. The demand letter was filed with The Department of Fair Employment and Housing. The firm will be paid at these hourly rates: Attorneys $295-$835 Directors $350 Beth A. Schroeder $625 The firm has agreed to waive a retainer for this engagement. Beth A. Schroeder, Esq., a partner at Raines Feldman LLP, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Beth A. Schroeder, Esq. RAINES FELDMAN LLP 1800 Avenue of the Stars, 12th Floor Los Angeles, CA 90017 Telephone: (310) 440-4100 Facsimile: (310) 691-1367 About Ruby's Diner, Inc. Ruby's Diner, Inc. -- https://www.rubys.com/ -- is a restaurant chain headquartered in Irvine, California. Founded by Doug Cavanaugh and Ralph Kosmides in 1982, it also has locations in California, Nevada, Arizona, Texas, Pennsylvania and New Jersey. Ruby's Diner, Inc., along with its affiliates, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.18-13311) on Sept. 5, 2018. In the petition signed by CEO Douglas S. Cavanaugh, RDI was estimated to have assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Catherine E. Bauer oversees the case. Ruby's Franchise Systems, Inc., the creator of Ruby's Diner, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-13324) on Sept. 6, 2018, estimating less than $50,000 in assets and $1 million to $10 million in liabilities. The RDI Debtors tapped Pachulski Stang Ziehl & Jones LLP as legal counsel, and GlassRatner Advisory & Capital Group LLC as financial advisor. The RDI Debtors retained Donlin Recano & Company, Inc., as their claims, noticing and balloting agent. RFS tapped Theodora Oringher PC as general insolvency counsel and Armory Consulting Co. as its financial advisor. On Sept. 19, 2018, the U.S. Trustee appointed a committee of unsecured creditors in the RDI Chapter 11 case. The committee is represented by Winthrop Golubow Hollander, LLP as its insolvency counsel and Force 10 Partners as its financial advisor. No official committee was appointed in the RFS Chapter 11 case. The Debtors filed their Chapter 11 plan of reorganization on April 24, 2019. RUSSELL CLARK: $116K Sale of Heavener Property to Mona Approved --------------------------------------------------------------- Judge Tom R. Cornish of the U.S. Bankruptcy Court for the Eastern District of Oklahoma authorized the private sale by Russell Scott Clark and Cheryn Blair Clark of approximately 40 acres with two chicken houses located at 30190 Reichert Summerfield Road, Heavener, Oklahoma, together with all appurtenances and improvements located thereon, to May Mona for $116,000. The commission of 6% in the amount of $6,960 to Chuck Fawcett Realty, Inc. is approved and will be paid at closing. The costs of sale will be paid at closing. The first lien holder, Bank OZK, will be paid at closing from the sale proceeds. The judgment lien holder, First National Bank of Heavner, OK, will be paid at closing from the sale proceeds after Bank OZK has been paid. The remaining sale proceeds, if any, will be paid at closing to the Chapter 11 Trustee, Charles Greenough. The 14-day stay required by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure is waived pursuant to the Court's authority under such Rule. Russell Scott Clark and Cheryn Blair Clark sought Chapter 11 protection (Bankr. E.D. Okla. Case No. 18-81371) on Dec. 13, 2018. RUSSELL CLARK: $450K Sale of Heavener Property to Smiths Approved ----------------------------------------------------------------- Judge Tom R. Cornish of the U.S. Bankruptcy Court for the Eastern District of Oklahoma authorized the private sale by Russell Scott Clark and Cheryn Blair Clark of approximately 118 acres with a house located at 27067 Reichert Summerfield Road, Heavener, Oklahoma to Ty and Codie Smith for $450,000. The commission of 6% in the amount of $27,000 to Chuck Fawcett Realty, Inc. is approved and will be paid at closing. The costs of sale will be paid at closing. The first lien holder, Bank OZK, will be paid at closing from the sale proceeds. The judgment lien holder, First National Bank of Heavner, OK, will be paid at closing from the sale proceeds after Bank OZK has been paid in full. The remaining sale proceeds, if any, will be paid at closing to the Chapter 11 Trustee, Charles Greenough. The 14-day stay required by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure is waived pursuant to the Court's authority under such Rule. Russell Scott Clark and Cheryn Blair Clark sought Chapter 11 protection (Bankr. E.D. Okla. Case No. 18-81371) on Dec. 13, 2018. RYMAN HOSPITALITY: S&P Cuts ICR to 'B'; Outlook Negative -------------------------------------------------------- S&P Global Ratings lowered its issuer credit on Ryman Hospitality Properties Inc. to 'B' from 'B+', its issue-level rating on the company's senior secured debt to 'BB-' from 'BB', and its issue-level rating on the company's senior unsecured debt to 'B+' from 'BB-'. At the same time, S&P removed all of its ratings on the company from CreditWatch, where it placed them with negative implications on March 9, 2020. Ryman has taken the unprecedented step of closing all five of its Gaylord-branded hotels and its entertainment properties, which S&P anticipates will cause its leverage to spike to a very high level in 2020. "We expect the company's leverage to spike in 2020 because it will generate near zero revenue while its properties remain closed. If the spread of the coronavirus is contained by midyear, Ryman will likely reopen its properties, though lingering apprehensions related to travel and a recession could hamper its recovery. Prior to the pandemic, the company's leverage was already weak relative to our 5x downside threshold for the 'B+' rating. The downgrade reflects our expectation that the company will not likely be able to reduce its leverage below 5x and sustain it at that level through 2021," S&P said. The negative outlook reflects the possibility that S&P will downgrade Ryman over the next several months if it no longer believes the coronavirus will be contained by the middle of 2020 such that travel and hotel demand remain suppressed, causing the company's leverage and liquidity to weaken relative to the rating agency's current forecast. The outlook also incorporates the high degree of uncertainty in S&P's updated base-case assumptions, which are subject to revision depending on developments related to the containment of the coronavirus or updates to the rating agency's economists' GDP forecast. "We could lower our ratings on Ryman if extended travel restrictions or a weak recovery following the containment of the virus cause the company to sustain leverage of more than 7x," S&P said. "It is unlikely that we would revise our outlook on Ryman to stable for the duration of the global downturn in travel and economic activity. To revise our outlook, we would need to be confident that the recovery would be robust enough to enable the company to maintain leverage of less than 5x and adequate liquidity," the rating agency said. SABRE CORP: S&P Downgrades ICR to 'B+; Outlook Negative ------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Sabre Corp. to 'B+' from 'BB-'. S&P's outlook remains negative. Sabre plans to issue $750 million in debt including $500 million of senior secured notes and $250 million of senior unsecured convertible notes (unrated) to provide incremental liquidity amid extended minimal global travel. S&P is assigning its 'B+' issue-level rating and '3' recovery rating to the company's proposed senior secured notes. The downgrade and negative outlook reflect the steep decline in demand for air travel and hotels due to the coronavirus pandemic, the uncertainty surrounding the timing and speed of recovery to the global travel industry. Sabre's travel network business and some of its airline and hospitality solutions use a transaction-based business model that ties its revenue to a travel supplier's transaction volumes. This makes Sabre particularly vulnerable to the impact of the global health crisis from the coronavirus as corporate travel bans and sharp declines in personal travel have led to steep transaction volume declines in the first quarter of 2020. The loss in 2020 EBITDA and cash flows will likely be substantial as COVID-19 containment measures lead to a global recession this year. S&P expects global GDP to decline approximately 1.3%. Risks remain firmly on the downside. Furthermore, restrictions on movement globally are putting a severe dent in economic activity. Mass gatherings such as sporting events and theater performances are being cancelled or postponed, with knock-on effects on related hospitality industries. Most recently, local and regional governments have enacted lockdowns, with all but basic societal functions on hold. The negative outlook reflects the risk that Sabre's leverage would remain elevated and cash flows would remain pressured through 2021 due to limitations on travel and reduced economic activity stemming from the global response to the pandemic. In addition, inability to secure the proposed financing could pressure liquidity over the next 12 to 18 months. Furthermore, the negative outlook reflects the risk of a long-term reduction in global travel and changed travel patterns stemming from the pandemic, weakening the company's business. "We could lower the rating if global travel conditions remain distressed into 2021 such that Sabre faces liquidity concerns or if its FOCF to debt would remain below 5% through 2021. While less likely, we could also lower the ratings and our view of Sabre's business risk if we believe the impact from the pandemic and social distancing will impair long-term global travel trends," S&P said. "We could revise the outlook to stable if the outlook for global travel improves, likely following a reduction in social distancing measures, and we see signs of a recovery in gross bookings such that our forecast for Sabre's FOCF to debt were to improve to the high-single-digit to low-double-digit range," S&P said. SALEM MEDIA: S&P Downgrades ICR to 'CCC'; Outlook Negative ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Salem Media Group Inc. to 'CCC' from 'B-'. "We do not believe Salem will have sufficient sources of liquidity to cover its cash uses over the next year. Salem has historically operated with minimal cash on its balance sheet ($0.1 million as of Dec. 31, 2019). Given its limited cash generation, the company relies on its $30 million asset-based lending (ABL) revolving credit facility (unrated) to provide it with liquidity. However, we believe the availability under its ABL facility ($12.4 million of Dec. 31, 2019) will likely be insufficient to cover its cash deficits over the next year. While we believe the company can reduce some costs (such as by cutting back on its capital expenditure and eliminating its dividend), we believe this will be insufficient to offset the material decline in its revenue. Salem's availability under its ABL facility could also decline as advertisers look to extend their payment terms because the ABL facility's borrowing base is limited to 90% of eligible accounts receivable, plus an amount of property. This limits the company's borrowing base to roughly $28 million as of year-end 2019," S&P said. The negative outlook reflects S&P's expectation that Salem's liquidity will deteriorate over the next year due to economic weakness stemming from the spread of the coronavirus, which could lead to a liquidity shortfall or covenant breach. "We could lower our rating on Salem if we envision a default scenario occurring in the next six months due to a payment default, covenant breach, or if we expect the company to restructure its debt obligations. This would likely occur if revenues decline faster than expected or the company is unable to secure external financing by mid-year 2020," S&P said. "We could raise our rating on Salem if it secures external financing or receives proceeds from asset sales that improve its liquidity position and provide it with an ample covenant cushion. We would also require the company to improve its revenue such that it generates positive cash flow on a sustained basis before raising our rating," the rating agency said. SALUBRIO LLC: Hires Martin Seidler as Attorney ---------------------------------------------- Salubrio, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Martin Seidler of the Law Offices of Martin Seidler as its attorney. Mr. Seidler and his firm will provide these services in connection with the Debtor's Chapter 11 case: (a) give the Debtor legal advice with respect to its powers and duties as debtor-in-possession in the continued operation of its business and management of its property; (b) take necessary action to assume/reject or modify executor contracts and to enforce and collect the Debtor's claims and rights; (c) represent the Debtor in negotiations with various creditors and the Trustee to preserve estate property and to restructure the debt thereon; (d) represent the Debtor in connection with the formulation and implementation of a Plan of reorganization and all matters incident thereto; (e) prepare on behalf of the Debtor necessary schedules, UST forms, applications, answers, orders, reports, objections to claims, and other legal documents; (f) handle litigation and assist special counsel with litigation; and (g) perform all other legal services for Debtor as Debtor-in-Possession which may be necessary. The Debtor agreed to pay professional services at the rate of $400 per hour to be applied against a retainer of $25,000 paid by an affiliate of the Debtor, Primo Teleradiology, PLLC. The Debtor paid Mr. Seidler $500 for a consultation in February of 2020. Martin Seidler, attorney at the Law Offices of Martin Seidler, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Martin Seidler, Esq. LAW OFFICES OF MARTIN SEIDLER 11107 Wurzbach Road San Antonio, TX 78230 Telephone: (210) 694-0300 Facsimile: (210) 690-9886 E-mail: marty@seidlerlaw.com About Salubrio, LLC Salubrio, LLC dba Brio San Antonio -- https://salubriomri.com -- is a medical diagnostic imaging center in San Antonio, Texas. It offers patients innovative and timely onsite technology for musculoskeletal & traumatic brain injury diagnostics. The company specializes in weight-bearing MRI installed by Esaote USA. Salubrio sought bankruptcy protection (Bankr. W.D. Tex. Case No. 20-50578) on March 11, 2020. The petition was signed by its president, Douglas K. Smith, M.D. At the time of the filing, the Debtor disclosed estimated $1 million to $10 million in both assets and liabilities. Judge Ronald B. King oversees the case. The Debtor tapped Martin Seidler of the Law Offices of Martin Seidler as its attorney. SHARON E. HARRIS: $28K Sale of 2014 Peterbilt to D & K Approved --------------------------------------------------------------- Judge Nicholas W. Whittenburg of the U.S. Bankruptcy Court for the Eastern District of Tennessee authorized Sharon Elizabeth Harris' sale of her 2014 Peterbilt, VIN 1NPXGGGG10D268031, to D & K Logistics, LLC for 28,000. D & K is authorized to pay BMO Harris Bank directly $28,000. Upon receipt of the $28,000 as payment in full for the Vehicle, BMO to release its lien and convey title of the Vehicle to D & K. Sharon Elizabeth Harris sought Chapter 11 protection (Bankr. E.D. Tenn. Case No. 20-10742) on Feb. 25, 2020. The Debtor tapped Richard Banks, Esq., as counsel. SHEA HOMES: S&P Alters Outlook to Negative, Affirms 'B+' ICR ------------------------------------------------------------ S&P Global Ratings revised its outlook on Walnut, Calif.-based Shea Homes L.P. to negative from stable. At the same time, S&P affirmed its 'B+' issuer credit rating on the company and its 'BB-' issue-level rating on its senior unsecured notes. S&P revised its outlook on Shea Homes to negative due to an expected further decline in EBITDA. As a result, S&P estimates this year's debt to EBITDA to climb to just over 5x, the threshold previously established for a downgrade. "We expect a solid decline in revenue and slightly lower margins to pressure EBITDA. Although we think reduced spending on new projects will partly offset this anticipated drop in profitability, we also build into our forecasts a material amount of uncertainty over these coming months as its buyer base manages through the COVID-19 pandemic," S&P said. S&P's negative outlook on Shea Homes reflects its expectation that EBITDA will decline by more than 20% in 2020 and cause debt to EBITDA to increase to slightly above 5x. "We could lower the rating if debt to EBITDA appeared likely to remain above 5x beyond 2020, discretionary cash flows turned negative, and liquidity were diminished. This scenario could happen if demand fails to rebound later in 2020, causing EBITDA margins to remain at about the 10% in our 2020 forecast," S&P said. "Given the company's size, scale, and leverage relative to larger homebuilding peers, we could consider an outlook revision back to stable if debt to EBITDA were to fall back below 5x. This could occur if forecast EBITDA were to increase above our current estimate ($153 million) or if Shea deploys a portion of its available cash to debt reduction," the rating agency said. SHEPPARD AND SON: $120K Cordele Property Sale to Massey/Griffin OKd ------------------------------------------------------------------- Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle District of Georgia authorized Sheppard and Son Properties, LLC's sale of the real property on Schedule A/B commonly known as 1305 Drayton Road, Cordele, Georgia for $120,000 for the whole of the property to either (1) third-party purchaser Raymond Massey in full or (2) to Griffin Lumber Co., a creditor, in full, or (3) in such parts and parcels as Massey and Griffin Lumber may agree to thereinafter, so long as the total purchase price remains the same. Both Griffin Lumber and Massey are found to be good faith purchasers and not insiders of the Debtor. The Debtor is authorized to execute any documents necessary to facilitate the completion of the sales process in accordance with FRBP 6004(f)(2). The Debtor is authorized to pay from the closing proceeds 1) the amount determined to be due, in accordance with O.C.G.A. Section 48-4-42 and applicable bankruptcy law, for redemption of the Tax Sale Deed to Griffin Lumber at closing to redeem the property, 2) the release price of $10,000 to the Department of Justice as set forth in the motion, and 3) its share, if any, of reasonable, ordinary, and customary closing costs. The remaining proceeds from the sale will be paid over to the Debtor's counsel to be held in trust pending the funding of the plan or further order of the Court. If there is any unresolved dispute over the amount due to Griffin Lumber Company at the time of closing, the closing attorney is authorized to complete the closing of the transaction and to hold the amount of funds in dispute in trust pending further order of the Court or resolution by the parties. The sale and transfer of the property is free and clear of all liens, claims, and interests. The 14-day stay of FRBP 6004 is waived. About Sheppard and Son Properties Sheppard and Son Properties, LLC, a nonresidential building operator in Cordele, Georgia, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 18-11388) on Nov. 6, 2018. In the petition signed by Greene Wylie Sheppard, Jr., sole member, the Debtor disclosed $1,202,487 in total assets and $224,757 in total liabilities. The case is assigned to Judge Austin E. Carter. The Debtor is represented by Emmett L. Goodman, Jr., LLC. SHIFT4 PAYMENTS: S&P Downgrades ICR to 'B-'; Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Shift4 Payments LLC to 'B-' from 'B'. The outlook is negative. S&P also lowered its issue-level rating on the company's secured term loan and revolved credit facility to 'B' from 'B+'; the recovery rating remains '2'. And S&P lowered its issue-level rating on the second-lien term loan to 'CCC' from 'CCC+'; the recovery rating remains '6'. "The downgrade reflects our view that a sharp reduction in consumer discretionary spending from stay-at-home measures in response to the COVID-19 pandemic will severely reduce Shift4's revenue and EBITDA, steeply raising leverage over the coming year. We estimate the company's leverage at approximately 7x as of Dec. 31, 2019. Based on our assumption of a slow recovery of market dynamic toward the second half of the year, we also estimate free cash flow will turn negative over coming quarters, increasing its revolver usage. Shift4's liquidity position includes roughly $90 million capacity under its revolving credit facility due in 2024 and $11.7 million cash on hand as of Sept. 30, 2019. The credit facilities require a maintenance financial covenant of 6.9x that remains static and is tested when 35% of the revolver is drawn. We estimate adequate cushion over next few quarters will allow a draw," S&P said. The negative outlook reflects S&P's view that uncertain market conditions could lead to persistent free cash flow deficits and a deteriorating liquidity position such that the rating agency would view the company's capital structure as unsustainable. "We could lower the rating over the next year if the market environment worsens beyond our expectations, such that liquidity is insufficient over the next 12 months. This would likely be the result of a prolonged macroeconomic downturn that lasts into the second half of 2020 or beyond. At that point, we would question the sustainability of Shift4's capital structure," S&P said. "We could revise the outlook to stable if free cash flow turns positive or if the economy improves significantly," the rating agency said. SIX FLAGS: Egan-Jones Lowers Senior Unsecured Debt Ratings to B --------------------------------------------------------------- Egan-Jones Ratings Company, on April 9, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Six Flags, Incorporated to B from BB-. EJR also downgraded the rating on commercial paper issued by the Company to B from A3. Headquartered in Grand Prairie, Texas, Six Flags, Inc. owns and operates theme parks. SM ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to CCC+ ------------------------------------------------------------- Egan-Jones Ratings Company, on April 8, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by SM Energy Company to CCC+ from B+. EJR also downgraded the rating on commercial paper issued by the Company to C from A3. Headquartered in Denver, Colorado, SM Energy Company is a company engaged in hydrocarbon exploration. SPARTAN PROPERTIES: May 5 Disclosure Statement Hearing Set ---------------------------------------------------------- On April 2, 2020, debtor Spartan Properties, LLC, filed with the U.S. Bankruptcy Court for the Western District of North Carolina, Charlotte Division, a Disclosure Statement and Plan. On April 3, 2020, Judge J. Craig Whitley ordered that: * May 5, 2020, at 9:30 a.m., Charles R. Jonas Federal Building, 401 West Trade Street, Courtroom 1−4, Charlotte, NC 28202 is the hearing to consider approval of the disclosure statement. * April 28, 2020, is the last date to file and serve written objections to the disclosure statement. A full-text copy of the order dated April 3, 2020, is available at https://tinyurl.com/rksb6bn from PacerMonitor at no charge. About Spartan Properties Spartan Properties filed Chapter 11 Petition (Bankr. W.D.N.C. Case No. 20-30009) on January 6, 2020. The Debtor's counsel is R. Keith Johnson, Esq. of LAW OFFICES OF R. KEITH JOHNSON, P.A. SPERLING RADIOLOGY: Seeks to Extend Exclusivity Period to June 8 ---------------------------------------------------------------- Sperling Radiology P.C., P.A. asked the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusive periods during which the company can file a Chapter 11 plan and solicit acceptances for the plan to June 8 and Aug. 6, respectively. Sperling Radiology has only been in bankruptcy since December 2019, is generally paying its post-petition debts, and is not seeking an extension to pressure creditors. The company has engaged a business valuation appraiser to value its business for plan purposes, including but not limited to a liquidation analysis. In addition, the company has sought, and the court has approved, limited stay relief to prosecute all post-trial motions and appellate remedies in a lawsuit pending in New York brought by the company's potentially largest unsecured creditors. About Sperling Radiology Sperling Radiology P.C., P.A. is a privately held company in Delray Beach, Fla., that offers radiology services. Sperling Radiology filed a voluntary Chapter 11 petition(Bankr. S.D. Fla. Case No. 19-26480) on Dec. 10, 2019. In the petition signed by Sam Farbstein, chief operating officer, Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Mindy A. Mora oversees the case. Philip J. Landau, Esq. at Shraiberg, Landau & Page, P.A., is Debtor's bankruptcy counsel. Karen B. Schapira, PLLC and Herrick Feinstein, LLP serve as special counsel. SPERLING RADIOLOGY: Taps Kerry-Ann Rin as Financial Advisor ----------------------------------------------------------- Sperling Radiology P.C., P.A. d/b/a Sperling Prostate Center seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Kerry-Ann M. Rin, CPA, and the firm of YIPCPA, LLC d/b/a Yip Associates as accountant and financial advisor. The services that the firm will provide in connection with the Debtor's Chapter 11 case include, but are not limited to: (a) assist with the preparation of reports required by the Bankruptcy Court, the Office of the United States Trustee, and other parties in interest in this chapter 11 case, including, without limitation, debtor-in-possession monthly operating reports; and (b) render any such other assistance in the nature of accounting as the Debtor may deem necessary. The firm will be paid at these hourly rates: Partners $400-$495 Directors $350 Managers $300 Seniors Associates $245 Associates $195 Paraprofessionals $125 The Debtor declares in court filings that the firm is a "disinterested person" within the meaning of section 101(14) and as required by section 327(a) of the Bankruptcy Code. The firm can be reached through: Kerry-Ann M. Rin, CPA YIP ASSOCIATES 2 S. Biscayne Blvd., Suite 2690 Miami, FL 33131 About Sperling Radiology P.C. Sperling Radiology P.C., P.A. d/b/a Sperling Prostate Center is a privately held company in Delray Beach, Florida, that offers radiology services. Sperling Radiology filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-26480) on Dec. 10, 2019. In the petition signed by Sam Farbstein, chief operating officer, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Mindy A. Mora oversees the case. The Debtor tapped Philip J. Landau, Esq. at Shraiberg, Landau & Page, P.A., as its counsel and Kerry-Ann M. Rin, CPA, and the firm of YIPCPA, LLC d/b/a Yip Associates as accountant and financial advisor. STABLELIFT OF TEXAS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Stablelift of Texas, Inc. 7410 S IH 35 Brent Goodman New Braunfels, TX 78132 Business Description: Stablelift of Texas Inc. is a provider of concrete slab home foundation repair, stabilization, and elevation recovery services. The Debtor previously sought bankruptcy protection on Jan. 8, 2020 (Bankr. W.D. Tex. Case No. 20-10048). Chapter 11 Petition Date: April 20, 2020 Court: United States Bankruptcy Court Western District of Texas Case No.: 20-10509 Debtor's Counsel: Frank B. Lyon, Esq. FRANK B LYON 3508 Far West Blvd Ste 170 Austin, TX 78731-3041 Tel: (512) 345-8964 E-mail: chris@franklyon.com Total Assets: $627,819 Total Debts: $2,289,313 The petition was signed by Brent Goodman, manager. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/OUKWaN STARION ENERGY: Unsec. Creditors Get At Least 75% Under Plan ------------------------------------------------------------ Starion Energy, Inc., Starion Energy NY, Inc., and Starion Energy PA, Inc. filed an Amended Plan of Reorganization an a corresponding Disclosure Statement on April 3, 2020. The Plan is a culmination of events, including efforts to streamline the Debtors' businesses and address the Debtors' outstanding and future obligations. The Plan effectuates the resolution of significant litigation, subordination of certain claims in order to ensure that most obligations are paid in full. Upon the Effective Date and substantial consummation of the Plan, the Debtors' equity shall revest in the current ownership structure and the Debtors will continue business as usual. Under the Plan, Class 4 General Unsecured Non-Priority Claims will be paid 75% to 100% of their claims. The Debtors will pay 75% to Holders of Allowed General Unsecured Non-Priority Claims on the Effective Date and anticipate paying the remaining 25% on or before the following quarter. Holders of Class 6 Unsecured Consumer Claims will recover 100%. On Oct. 10, 2019, the Debtors filed a motion seeking the Bankruptcy Court's authorization and approval of the Debtors' maintenance and continuation of their surety bond program, including but not limited to paying premiums and satisfying other financial obligations necessary to maintain and renew, postpetition, the Debtors' existing surety credit and to obtain additional postpetition surety credit. On Oct. 29, 2019, the Court entered an order granting the motion in its entirety. On Dec. 10, 2019, the Commonwealth of Massachusetts, by and through its Attorney General Maura Healey, reached a memorandum of understanding (MOU) with Debtors and certain related parties to resolve the Commonwealth's claims set forth in the civil action The Commonwealth of Massachusetts v. Starion Energy, Inc., et. al., CA No. 2018-3199-H, currently pending in Suffolk Superior Court in Massachusetts. The MOU was intended to provide the foundation and structure for a binding agreement related to the settlement of the Massachusetts Action. The MOU provides that the parties will memorialize and finalize the Massachusetts Settlement through a proposed judgment by consent to be filed in the Superior Court of the Commonwealth of Massachusetts. The MOU was approved by the Bankruptcy Court on Dec. 17, 2019. Pursuant to the MOU, Debtors agreed to pay $10 million in customer restitution and payments to the Commonwealth, with $2 million thereof potentially forgivable. The Debtors also agreed to certain relief concerning their future operations in Massachusetts. The Debtors will continue to perform any and all obligations imposed by the MOU, including the preparation, execution, and submission of the Consent Judgment, as well as any obligation(s) imposed by the Consent Judgment. A full-text copy of the Amended Plan dated April 3, 2020, is available at https://tinyurl.com/usbye46 from PacerMonitor at no charge. Counsel to the Debtors: GELLERT SCALI BUSENKELL & BROWN, LLC Ronald S. Gellert Holly M. Smith 1201 North Orange Street, 3rd Floor Wilmington, Delaware 19801 Tel: Tel: (302) 426-5800 About Starion Energy Founded in 2009, Starion Energy -- https://www.starionenergy.com/ -- is a competitive electric supplier that markets and sells electricity to retail customers. Starion participates in certain "deregulated" markets -- markets in which the state has allowed third-party energy providers to market and sell electricity supply as an alternative to the electric supply procured and provided by the customers' utility. It has operations in Connecticut, Delaware, District of Columbia, Illinois, Massachusetts, Maryland, New Jersey, New York, Ohio, and Pennsylvania. Based in Middlebury, Connecticut, Starion Energy is a member of the Retail Energy Supply Association (RESA). Starion Energy and its affiliates, Starion Energy PA, Inc., and Starion Energy NY, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-12608) on Nov. 14, 2018. At the time of the filing, Starion Energy disclosed $26,888,675 in assets and $6,956,141 in liabilities. The Hon. Mary F. Walrath is the case judge. Gellert Scali Busenkell & Brown, LLC, is the Debtors' legal counsel. Donlin Recano is the claims agent. STREBOR SPECIALTIES: Hires Silver Lake Group as Counsel ------------------------------------------------------- Strebor Specialties, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Illinois to employ and appoint Steven M. Wallace and Silver Lake Group, Ltd. as its counsel. Mr. Wallace and the firm will provide these services in connection with the Debtor's Chapter 11 case: (a) advise the Debtor with respect to matters in litigation affecting Debtor's continued operation of its business and property as Debtor-in-Possession; (b) assist the Debtor in formulation and presentation to creditors and parties in interest of Chapter 11 Plan; (c) assist the Debtor in implementation of a Chapter 11 Plan; (d) assist the Debtor in connection with any potential sale of all or a portion of the Debtor's assets (d) represent the Debtor in connection with actions under Chapter 5, United States Bankruptcy Code; (e) object to claims, when appropriate; and (g) provide other and further services as are necessary, including, without limitation, the defense of contested matters. The Debtor paid a general retainer of $16,717 for fees and expenses to the firm of which $1,717 has been applied to filing fee for the Chapter 11 Petition. Steven M. Wallace, a partner at Silver Lake Group, Ltd., disclosed that the firm received an advance payment of $15,000 in fees and expenses for services rendered to the Debtor in connection with the proceeding. Moreover, he said that the firm calculates fees on a basis of hourly rates. The hourly rate charged by the firm will not exceed $300 per hour for the firm's partners. In addition, the firm may charge for paralegal services at the rate of $75 to $100 per hour. Mr. Wallace also disclosed in court filings that the firm is a "disinterested person" within the meaning of Sections 101(14) and 327(a) of the Bankruptcy Code. The firm can be reached through: Steven M. Wallace, Esq. SILVER LAKE GROUP, LTD. 6 Ginger Creek Village Drive Glen Carbon, IL 62034 Telephone: (618) 692-5275 E-mail: steve@silverlakelaw.com About Strebor Specialties, LLC Strebor Specialties, LLC is a Dupo, Illinois-based small to medium liquid filler with capabilities to do aerosol, liquid, and oil filling. Strebor Specialties sought bankruptcy protection (Bankr. S.D. Ill. Case No. 20-30262) on March 10, 2020. The petition was signed by its manager, Otto D. Roberts, Jr. At the time of the filing, the Debtor disclosed total assets of $1,031,229 and total liabilities of $6,285,898. The Debtor tapped Steven M. Wallace of Silver Lake Group, Ltd. as its attorney. STURBRIDGE YANKEE: Creditors' Committee Retains Bernstein Shur -------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 case of Sturbridge Yankee Workshop Corporation seeks approval from the U.S. Bankruptcy Court for the District of Maine to retain the law firm of Bernstein, Shur, Sawyer & Nelson, P.A. as its counsel in connection with the Debtor's case. The firm will provide these services for the Committee in connection with the Debtor's Chapter 11 case: (a) provide legal advice with respect to the Committee's rights, powers, and duties; (b) investigate the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of the Debtor's business and the desirability of the continuance of such business; (c) advise the Committee with respect to the Debtor's proposed asset dispositions; (d) assist the Committee regarding the formulation of a chapter 11 plan; (e) prepare applications, motions, complaints, orders and other legal documents as may be necessary in connection with the appropriate administration of the case, and to advise the Committee with respect to pleadings submitted by the Debtor or others; (f) represent the Committee with respect to inquiries and negotiations concerning the Debtor and property of its estate; (g) initiate, defend or otherwise participate on behalf of the Committee in all proceedings before this Court or any other court of competent jurisdiction; and (i) perform any and all other legal services on behalf of the Committee that may be required to aid in the proper administration of the case. The attorneys and professionals designated to represent the Committee will be paid at these hourly rates: Roma N. Desai, Esq. $350 Kaitlyn M. Husar, Esq. $260 Karla Quirk $190 Angela Stewart $230 Shareholders $335-$610 Counsel $350-$590 Associates $260 Paralegals $190-$230 The firm attests that it is a "disinterested person" within the meaning of Sections 101(14) of the Bankruptcy Code. The firm can be reached through: Roma N. Desai, Esq. BERNSTEIN, SHUR, SAWYER & NELSON P.A. 100 Middle Street, West Tower Portland, ME 04101 About Sturbridge Yankee Workshop Corporation Sturbridge Yankee Workshop Corporation, a company that offers furniture and home decor items, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 20-20043) on Feb. 14, 2020. At the time of the filing, the Debtor had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge Peter G. Cary oversees the case. David C. Johnson, Esq., at Marcus Clegg, is the Debtor's legal counsel. SUNOPTA INC: Engaged Capital LLC, et al. Report 9.9% Equity Stake ----------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, these entities and individual reported beneficial ownership of shares of common stock of SunOpta, Inc. as of April 15, 2020: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Engaged Capital Flagship Master Fund, LP 5,137,331 5.8% Engaged Capital Co-Invest IV, LP 3,166,639 3.6% Engaged Capital Co-Invest IV-A, LP 0 0.0% Engaged Capital Flagship Fund, LP 5,137,331 5.8% Engaged Capital Flagship Fund, Ltd. 5,137,331 5.8% Engaged Capital, LLC 8,731,907 9.9% Engaged Capital Holdings, LLC 8,731,907 9.9% Glenn W. Welling 8,731,907 9.9% The aggregate percentage of Shares reported owned by each person was based upon 88,148,363 Shares outstanding as of Feb. 21, 2020, which is the total number of Shares outstanding as reported in the Issuer's annual report on Form 10-K filed with the SEC on Feb. 27, 2020. A full-text copy of the regulatory filing is available for free at: https://is.gd/RuQLTR About SunOpta Inc. Headquartered in Ontario, Canada, SunOpta Inc. is a global company focused on plant-based foods and beverages, fruit-based foods and beverages, and organic ingredient sourcing and production. SunOpta specializes in the sourcing, processing and packaging of organic, natural and non-GMO food products, integrated from seed through packaged products; with a focus on strategic vertically integrated business models. SunOpta reported a loss attributable to common shareholders of $8.78 million for the year ended Dec. 28, 2019, compared to a net loss attributable to common shareholders of $117.11 million on $1.26 billion of revenues for the year ended Dec. 29, 2018. As of Dec. 28, 2019, the Company had $923.4 million in total assets, $710.93 million in total liabilities, $82.52 million in series A preferred stock, and $129.91 million in total equity. * * * As reported by the TCR on Sept. 18, 2019, S&P Global Ratings lowered its issuer credit rating on Mississauga, Ont.-based SunOpta Inc. to 'CCC' from 'CCC+'. The downgrade reflects weak operating performance due to crop shortages in SunOpta's key strawberry sourcing regions. TADA VENTURES: Case Summary & 4 Unsecured Creditors --------------------------------------------------- Debtor: TADA Ventures, LLC 1773 Westborough Dr Katy Commerce Center Katy, TX 77449 Business Description: TADA Ventures, LLC owns and operates a commercial building known as the Katy Commerce Center, which is a two-story building with over 13,000 square feet of office space and an adjoining warehouse of 12,000 square feet. TADA was formed with the intention of encouraging growth of small businesses that require office space for marketing and sales meetings and a warehouse for product storage. The Company previously sought bankruptcy protection on April 1, 2019 (Bankr. S.D. Tex. Case No. 19-31845). Chapter 11 Petition Date: April 19, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-32199 Judge: Hon. David R. Jones Debtor's Counsel: Susan Tran Adams, Esq. CORAL TRAN SINGH, LLP 1010 Lamar Street Ste 1160 Houston, TX 77002 Email: Susan.Tran@ctsattorneys.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jean Stout, president. A copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/tuWlML TARONIS TECHNOLOGIES: Expands License Agreement with Taronis Fuels ------------------------------------------------------------------ Taronis Technologies, Inc., entered into an Amended and Restated License Agreement with Taronis Fuels, Inc. The License Agreement amends and restates in its entirety, with retroactive effect, that certain Distribution and License Agreement entered into with Taronis Fuels on July 16, 2019. The License Agreement expands the Company's intellectual property protections throughout the world, including locations where the Company has yet to file for intellectual property protection. The fundamental terms of the License Agreement remain and include: (a) Taronis Fuel's exclusive worldwide right to manufacture and distribute the proprietary metal cutting fuel MagneGas as well as any other gases created using the equipment and methods claimed by the Company's patents, (b) certain other rights related to Taronis Fuels' use of the Company's trademarks, patents, software and other intellectual property and (c) the ability to commercially manufacture and sell the Venturi Flow Submerged Plasma Arc Gasification Units for the creation of gases. Taronis Fuels will pay to the Company, on a monthly basis, a seven percent royalty on any net cash proceeds received by Taronis Fuels in relation to the use of any intellectual property comprising the License Agreement. The License Agreement does not convey use of the Company's intellectual property portfolio for any use related to the Company's water sterilization/decontamination technology applications. About Taronis Technologies Clearwater, Florida-based Taronis Technologies Taronis Technologies, Inc. (TRNX) is a technology-based company that is focused on addressing the global constraints on natural resources, including fuel and water. The Company's two core technology applications -- renewable fuel gasification and water decontamination/sterilization -- are derived from its patented and proprietary Plasma Arc Flow System. The Plasma Arc Flow System works by generating a combination of electric current, heat, ultraviolet light and ozone, that affects the feedstock run through the system to create a chosen outcome, depending on whether the system is in "gasification mode" or "sterilization mode". The Company operates 22 locations across California, Texas, Louisiana, and Florida. Taronis reported a net loss of $15.04 million in 2018 following a net loss of $11.02 million in 2017. As of Sept. 30, 2019, Taronis had $47.76 million in total assets, $11.49 million in total liabilities, and $36.27 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 12, 2019, citing that the Company has incurred significant losses, continued to have negative cash flows from its operating activities, 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. TARONIS TECHNOLOGIES: Investors Swap 1.4M Common Stock for Warrants ------------------------------------------------------------------- Taronis Technologies, Inc. entered into an exchange agreement with two accredited investors. The Company previously issued to the Holders an aggregate of 1,425,000 shares of common stock for services rendered, pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended contained in Section 4(a)(2) thereof. Under the terms of the Exchange Agreement the Holders have agreed to convey, transfer and assign the Common Stock back to the Company in exchange for 1,425,000 Prefunded Warrants in reliance on the exemption from issuance provided by Section 3(a)(9) of the Securities Act. The Exchange Agreement contains additional terms typical of exchange agreements. Prefunded Warrant In conjunction with the Exchange Agreement, the Company issued to the Holders Prefunded Warrants to purchase up to an aggregate of 1,425,000 shares of the Company's common stock, par value $0.001 per share, that may be issued to the Holders upon the exercise of the Prefunded Warrants, which Prefunded Warrants, having an aggregate prefunded value of $648,725 (prefunded value of $0.46 per warrant). The Prefunded Warrant was issued to the Holder in an exchange under Section 3(a)(9) of the Securities Act, for 1,425,000 shares of Common Stock, having an aggregate value of $648,725 ($0.46 per share), originally issued to Holders for services rendered pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act. The Prefunded Warrant contains additional terms typical of prefunded warrants. The Company will receive an aggregate of $14,250 in proceeds from the exercise of the Prefunded Warrants for cash. The exercise price of each Prefunded Warrant will equal $0.01 per share. About Taronis Technologies Clearwater, Florida-based Taronis Technologies Taronis Technologies, Inc. (TRNX) is a technology-based company that is focused on addressing the global constraints on natural resources, including fuel and water. The Company's two core technology applications -- renewable fuel gasification and water decontamination/sterilization -- are derived from its patented and proprietary Plasma Arc Flow System. The Plasma Arc Flow System works by generating a combination of electric current, heat, ultraviolet light and ozone, that affects the feedstock run through the system to create a chosen outcome, depending on whether the system is in "gasification mode" or "sterilization mode". The Company operates 22 locations across California, Texas, Louisiana, and Florida. Taronis reported a net loss of $15.04 million in 2018 following a net loss of $11.02 million in 2017. As of Sept. 30, 2019, Taronis had $47.76 million in total assets, $11.49 million in total liabilities, and $36.27 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 12, 2019, citing that the Company has incurred significant losses, continued to have negative cash flows from its operating activities, 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. TCN LIBERTY: Unsecureds to Get 100% Plus Interest in Plan --------------------------------------------------------- Debtor TCN Liberty Management Inc. filed with the U.S. Bankruptcy Court for the Eastern District of New York a Plan of Reorganization and a Disclosure Statement on April 3, 2020. The Debtor has proposed a plan that, if approved, is expected (a) to pay Deutsche (DB) the entire amount of its allowable Claim, (b) to pay Edilio the amount of the secured portion of its Claim, (c) to pay the Other Secured Creditors in full of their allowable claims, (d) to pay the non-priority unsecured Claims in full and (e) to preserve the equity security interests in the Debtor. Class III consists of all allowed Unsecured Claims against the Debtor. Class III Claims will be paid in full, in Cash, on the Effective Date of the Plan or as soon thereafter as is practicable, plus interest at the federal funds rate on the Petition Date. Class IV consists of the equity security Interests in the Debtor. Avraam Borukhov holds 100% of the equity security Interests in the Debtor. The Class IV interest holder will retain his equity security interests in the Debtor and will not receive any Cash distribution. The funds necessary for implementation of the Plan will be provided from BNYH 11 Management Inc. or one of its affiliates, divisions or subsidiaries. At least one week before the Confirmation Hearing, (a) the funds necessary for implementation of this Plan shall be provided to counsel for the Debtor or (b) proof of the availability of such funds shall be filed with the Court. A full-text copy of the Disclosure Statement dated April 3, 2020, is available at https://tinyurl.com/vbdpjo3 from PacerMonitor at no charge. Counsel for the Debtor: Law Office of Ilevu Yakubov Ilevu Yakubov, Esq. 8002 Kew Gardens Rd., Suite 300 Kew Gardens, NY 11415 Phone: (718) 772-8704 E-mail: leo@yakubovlaw.com About TCN Liberty Management Based in New York City, New York, TCN Liberty Management Inc. filed a petition for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-45129) on August 26, 2019, listing under $1 million in both assets and liabilities. Ilevu Yakubov at the Law Office of Ilevu Yakubov represents the Debtor as counsel. TEAM HEALTH: Fitch Puts 'B-' LongTerm IDR on Watch Negative ----------------------------------------------------------- Fitch has placed the ratings of Team Health Holdings, Inc., including the Long-Term Issuer Default Rating of 'B-', on Rating Watch Negative. The ratings apply to $3.5 billion of debt at Dec. 31, 2019. The Rating Outlook was previously Negative, reflecting the potential for a commercial payor dispute and balance billing legislation to weigh on cash generation. The Rating Watch Negative considers the additional stress of coronavirus pandemic related business disruption. KEY RATING DRIVERS Coronavirus Pandemic Affecting Operations: Fitch believes that U.S. Healthcare and Pharmaceutical companies, including providers of healthcare services, should be less affected by the coronavirus and its influence on U.S. consumers' behavior than other corporate sectors, as demand is less economically sensitive and often times not discretionary. However, Fitch notes that while the influence on healthcare service providers, including Team Health, is expected to be relatively muted compared with more discretionary sectors, depressed volumes of patient procedures are weighing on revenue and cash flow. Team Health generates about 60% of revenues in the emergency department and patient visits have been down during the pandemic. Fitch expects ED patient volumes and associated revenues to rebound to prior levels when the operating environment normalizes. This is a less optimistic recovery expectation than for elective healthcare services, which may recover care that is being delayed due to business disruption during the pandemic. Fitch believes Team Health has sufficient headroom in the 'B-' rating to absorb these effects, which is predicated on an assumption that the healthcare services sector will experience a strong recovery beginning later in 2020 and into 2021. However, the Rating Watch Negative reflects the potential for the company's liquidity position to be eroded if the pandemic is of longer duration and depresses cash flow in 2020 more than Fitch's baseline scenario currently anticipates. It also reflects the potential for the healthcare services segment to be more economically sensitive than during past U.S. recessions, leading to a slower recovery in patient volumes in 2021. Payor Dispute Also Weighing on Credit Profile: The Negative Watch reflects an expectation that a contract dispute with large commercial health insurer UnitedHealth (UNH) will weigh on Team Health's financial cushion relative to the 'B-' rating during 2020. This will leave the company with less flexibility to absorb other negative industry developments, which include operational disruption from the coronavirus pandemic, the potential for federal legislation regulating balance or surprise billing and ongoing secular headwinds to volumes of lower acuity ED patient volumes. Sufficient Sources of Liquidity During Pandemic: Fitch thinks that cash on hand and capacity under the revolving credit facility will be sufficient to fund operations under its ratings case assumptions during 2020. The company is likely to burn cash during the pandemic before seeing a recovery in patient volumes. At Dec. 31, 2019, Team Health had $363 million of cash on hand, and access to an undrawn $400 million revolving credit facility. FFO fixed charge coverage in the LTM period was 1.5x. Funding for healthcare providers through the Coronavirus Aid, Relief and Economic Security (CARES) Act is another potential source of liquidity. Fitch estimates that Team Health could access significant funding through the CARES Act programs during 2020, including grant funding and accelerated Medicare payments. Team Health's financial maintenance covenants include a springing test that applies to the revolver. Compliance with the covenant, which requires first lien net debt to consolidated EBITDA of no greater than 7.8x, is required when 35% of the available capacity on the $400 million revolver is drawn. Maintenance of the 'B-' rating contemplates Team Health staying in compliance with the revolver covenant or securing relief from lenders on the covenant terms during the period of operational stress caused by the pandemic. Expect Leverage to Spike in 2020: Because of a reduction in EBITDA during the course of the coronavirus pandemic and assuming the need for additional liquidity to cover operating expenses, Fitch expects Team Health's total debt/EBITDA to spike to 15.8x at YE 2020, compared with YE 2019 Fitch calculated leverage of 8.9x. Fitch currently anticipates leverage to drop fairly rapidly in 2021 in a scenario that contemplates a return to near normal patient volumes. DERIVATION SUMMARY Team Health's 'B-' rating reflects the company's high financial leverage, secular headwinds to growth in ED patient volumes, and lingering challenges integrating a large acquisition in the post-acute care segment that dates back to 2015. Team Health's credit profile benefits from good depth and competitive scale relative to peers Mednax (not rated) and Envision Healthcare Corp. (not rated) in service lines where physician staffing companies have a large presence, including emergency medicine and anesthesia. The financial profiles of Team Health and some of its peers reflect private equity investment in the physician staffing segment. Team Health is owned by Blackstone following a 2017 leveraged buyout, and Envision was purchased by KKR & Co. in 2018. Relative to lower rated healthcare provider peers in the acute care hospital segment, including Community Health Systems (CCC), Fitch thinks Team Health's credit profile benefits from more consistent and stable FCF generation due to lower capital expenditure and working capital requirements in the physician staffing segment. This better FCF generation supports an expectation that the company has the ability to reduce leverage through debt pay down without compromising investment in the business, relative to highly leveraged hospital industry peers. In addition to the ability to reduce leverage, the higher relative rating also reflects Fitch's view that the company and the private equity owner have the willingness to use the aforementioned FCF to reduce debt before they need to refinance the capital stack. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: -- Fitch's ratings case incorporates a 40% drop in Team Health's 2020 EBITDA compared with 2019 due to the operational effects of the coronavirus pandemic. -- 2021 EBITDA is forecast to be 44% higher than the 2020 level. These estimates are highly sensitive to the depth and duration of the coronavirus pandemic in Team Health's markets. -- The 2020 EBITDA estimate assumes a 25% decline in patient volumes in the company's facility-based segment. It assumes the 2020 operating EBITDA margin compresses 220bps. -- Leverage increases to 15.8x at YE 2020 before dropping below 10.0x during 2021; FFO fixed charge coverage drops to 1.3x at YE 2020 before recovering to 1.7x in 2021. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- An expectation that gross debt/EBITDA after dividends to associates and minorities will be sustained below 7.0x; -- FFO fixed charge coverage sustained above 2x; -- Profit margin stabilization evidencing that the company has successfully addressed soft organic operating trends with cost containment measures; -- Generation of consistently positive FCF, with FCF margin of at least 1%-2%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Lack of clarity on the deleveraging trajectory due to operational disruption related to the coronavirus pandemic and the dispute with UNH, such that Fitch expects leverage sustained above 8.0x; -- FFO fixed charge coverage sustained below 1.5x; -- A FCF deficit that requires incremental debt funding; -- An expectation that the company will violate the debt agreement financial maintenance covenant and be unable to secure relief from lenders. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate sources of liquidity: Liquidity includes cash on hand of $363 million as of Dec. 31, 2019 and a $400 million cash flow revolver. Availability on the revolver was $391 million as of Dec. 31, 2019, net of $9 million LOC. LTM FCF at Dec. 31, 2019 was $109 million, representing a 2.3% FCF margin. The company has historically generated positive FCF, supported by low working capital and capex requirements. Fitch expects Team Health to post negative FCF in 2020 due to operational disruption associated with the coronavirus pandemic, but forecasts the FCF margin to rebound to 2.5% in 2021. The next significant debt maturity is the revolving credit facility in 2022, followed by the term loan in 2024. Term loan amortization is 1% or about $29 million per year. Debt Issue Ratings: The 'B+'/'RR2' ratings for Team Health's senior secured revolver and senior secured term loan reflect Fitch's expectation of recovery of outstanding principal in the 71%-90% range under a bankruptcy scenario. The 'CCC'/'RR6' rating on the senior unsecured notes reflect Fitch's expectation of recovery in the 0%-10% range. The recovery assumed for the senior unsecured notes is due to a concession payment by the senior secured creditors. Fitch estimates an enterprise value on a going concern basis of $2.4 billion for Team Health, after a deduction of 10% for administrative claims. The EV assumption is based on post-reorganization EBITDA after dividends to associates and minorities of $374 million and a 7x multiple. The post-reorganization EBITDA estimate is 7% lower than Fitch calculated 2019 EBITDA for Team Health. The primary drivers of this estimate are negative implications of commercial payor contract disputes, and assumed ongoing deterioration in the profitability of the hospitalist business. To date, Fitch does not believe that the coronavirus pandemic has changed the longer-term valuation prospects for the healthcare services industry and Team Health's going-concern EBITDA and multiple assumptions are unchanged from the last ratings review. The 7x multiple used for Team Health reflects a stressed multiple versus the approximately 11x EBITDA Blackstone paid for the company in 2017. More recently, KKR paid about 10x EBITDA for Team Health's staffing industry peer, Envision Healthcare Corp. The 7x multiple is closely aligned with historical observations of healthcare industry bankruptcy emergence multiples. In a recent study, Fitch determined that the median exit multiple in 17 historical healthcare and pharmaceutical industry bankruptcies was 6.5x. The recovery analysis assumes the $400 million available on the revolver is fully drawn and includes this amount in the senior secured claims. Senior secured claims also include a $150 million private term loan. 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. Team Health has an ESG Relevance Score of 4 for Exposure to Social Impacts due to societal and regulatory pressures to constrain growth in healthcare spending in the U.S. This dynamic has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. TOWN SPORTS: Weighing Chapter 11 Bankruptcy Filing -------------------------------------------------- Town Sports International Holdings, the owner of the New York Sports Club chain, is weighing a Chapter 11 bankruptcy filing, as 95% of the company's gyms across the country remain closed to curb the spread of coronavirus, Bloomberg Law reports. Town Sports' gyms across the country have been shuttered for weeks as the response to the Covid-19 pandemic has shut down most of the economy. Town Sports has reportedly been in talks with advisers and lenders in advance of its nearly $200 million loan maturity in November. The company has reportedly engaged lawyers at Olshan Frome Wolosky LLP and interviewing investment bankers to serve as the company's financial adviser. A group of lenders is working with law firm Gibson Dunn & Crutcher LLP and restructuring specialists at FTI Consulting Inc., according to Bloomberg. About Town Sports Headquartered in Elmsford, New York, Town Sports International Holdings, Inc. -- https://www.townsportsinternational.com/ -- is a diversified holding company with subsidiaries engaged in a number of business and investment activities. The Company's largest operating subsidiary has been involved in the fitness industry since 1973 and has grown to become owner and operator of fitness clubs in the Northeast region of the United States. Town Sports operates clubs under the brand names New York Sports Clubs, Boston Sports Clubs, Philadelphia Sports Club, Washington Sports Club, TMPLE and Total Woman Gym + Spa. Based on the number of clubs, Town Sports is one of the leading owners and operators of fitness clubs in the United States, particularly in the Northeast and Mid-Atlantic regions. As of Dec. 31, 2019, we owned and operated 186 fitness clubs and collectively served approximately 605,000 members under various brand names, primarily located in the United States. As of Dec. 31, 2019, the Company had $794.28 million in total assets, $882.6 million in total liabilities, and $88.34 million in total stockholders' deficit. TRUE COLOURS: Seeks to Hire Mitchell & Hammond as Counsel --------------------------------------------------------- True Colours, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to hire Mitchell & Hammond, an association of professional entities, as its counsel. The Debtor requires legal counsel in connection with its Chapter 11 case. The attorneys and professionals designated to represent the debtor will be paid at these hourly rates: Attorneys $350 Legal Assistants $75 Law Clerks $75 Gary D. Hammond, an attorney at Mitchell & Hammond, disclosed in the court filing that the firm is a "disinterested person" within the meaning of Section 101(14) and as required by Section 327(a) of the Bankruptcy Code. The firm can be reached through: Gary D. Hammond, Esq. MITCHELL & HAMMOND 512 N.W. 12th Street Oklahoma City, OK 73103 Telephone: (405) 216-0007 Facsimile: (405) 232-6358 E-mail: gary@okatty.com About True Colours, Inc. True Colours, Inc. -- http://www.gardenpartyflowershop.com/-- is a full-service florist offering a large selection of gift items and artistically crafted floral designs. It offers a wide range of services, including daily delivery arrangements, floral services for wedding and events, wedding and event styling, and interior decorating services. True Colours sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 20-10845) on March 11, 2020. At the time of the filing, the Debtor disclosed assets of $536,446 and liabilities of $1,662,160. The Debtor tapped Hammond & Associates, PLLC as its legal counsel. UNITED RESOURCE: Seeks Court Approval to Tap CBF Business Advisors ------------------------------------------------------------------ United Resource, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire CBF Business Advisors, Inc. as its financial advisor. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) assist in complying with financial reporting requirements of the bankruptcy court and bankruptcy process; (b) provide financial advisory consulting service support including but not limited to weekly 13-week cashflow updates as needed by the Debtor; (c) assist in drafting a disclosure statement; (d) assist in developing any plan of reorganization, sale process, or other process; and (e) perform other such tasks as are reasonable and necessary as agreed upon by both the firm and the Debtor. The firm is not currently owed any money by the Debtor and it is not requesting a retainer from the Debtor. The firm's billing rate is $250 per hour for all services rendered. The firm will also bill the Debtor for any out-of-pocket expenses that may be incurred. The Debtor requests permission to escrow with Schafer and Weiner PLLC's client trust account $8,000 on or before April 10, 2020 and $2,000 thereafter on a weekly basis, as provided for in the filed budget, towards the professional fees of the firm in connection with this bankruptcy proceeding, to the extent the fees are allowed by the Court and pending the filing of a fee application. Charles B. Flint, II, president of CBF Business Advisors, Inc., disclosed in court filings that the firm is a "disinterested person" within the meaning of Sections 101(14)and 327(a) of the Bankruptcy Code. The firm can be reached through: Charles B. Flint, II CBF BUSINESS ADVISORS, INC. Canton, MI Telephone: (734) 748-9361 About United Resource, LLC United Resource, LLC -- https://www.unitedresourcellc.com/ -- specializes in a full array of environmental services to industrial and municipal clients. It provides slurry management, storm water management, property maintenance, inspections and consulting, vacuum truck services, snow removal, sewer cleaning and televising, and waterblasting services. United Resource sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-43856) on March 15, 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 Maria L. Oxholm oversees the case. The Debtor tapped Schafer and Weiner, PLLC as its legal counsel and CBF Business Advisors, Inc. as its financial advisor. UNITED W: Supreme Court Remands Tax Refund Case to Lower Court -------------------------------------------------------------- William H. Gussman, Jr., Esq., Alan R. Glickman, Esq., and Michael L. Cook., Esq., of Schulte Roth & Zabel LLP, disclosed that federal courts should "turn to state law to resolve" a "fight over a tax refund," held a unanimous U.S. Supreme Court on Feb. 25, 2020. Rodriguez v. FDIC (In re United W Bancorp., Inc.), 589 U.S. ___, 2020 WL 889191 (Feb. 25, 2020). Vacating a Tenth Circuit decision, the Supreme Court remanded the case for the lower court to apply state law in resolving "the distribution of a consolidated corporate tax refund." The bankruptcy trustee of a bank holding company was litigating against the Federal Deposit Insurance Corporation ("FDIC"), as receiver for the subsidiary bank that had incurred losses generating the refund. According to the Supreme Court, it was not deciding "[w]ho is right about all this . . . ." Id. at *4. Instead, the court rejected the Tenth Circuit's application of the Ninth Circuit's so‑called Bob Richards rule. In re Bob Richards Chrysler‑Plymouth Corp., 473 F.2d 262, 265 (9th Cir. 1973) (in absence of tax allocation agreement, refund belongs to group member responsible for losses that led to it). In so doing, the court rejected the Bob Richards rule as inappropriate federal "common lawmaking." Relevance The court granted certiorari in Rodriguez not only to resolve a split among the circuits, but also "to decide Bob Richards' fate." Id. *3. As it evolved over time, Bob Richards supplied a federal common law rule that, absent a clear agreement to the contrary, tax refunds belong to a taxpayer group member responsible for the losses that led to the refund. Facts The Internal Revenue Service in Rodriguez paid a tax refund to the bank holding company, although the tax refund had resulted from losses incurred by its bank subsidiary. The bankruptcy trustee of the holding company sued the FDIC, as receiver for the bank, claiming ownership of the refund. The Tenth Circuit, applying Bob Richards, affirmed the district court's judgment that the tax refund belonged to the FDIC, finding that the parties' tax allocation agreement was "ambiguous." Nevertheless, the Tenth Circuit relied on the terms of the document providing that any "ambiguity . . . shall be resolved . . . in favor of any insured depository institution." The parent holding company had an agency relationship "with respect to federal tax refunds" and had agreed to an "equitable allocation of tax liability." According to the agreement, tax benefits would be computed "on a separate‑entity basis for each" member of the affiliated corporate group. The Supreme Court The court explained how federal courts should resolve a dispute when "the group members dispute the meanings of the terms found in their agreement . . . State law is replete with rules readymade for such tasks -- rules for interpreting contracts, creating equitable trusts, avoiding unjust enrichment, and much more." Id. at *2. Limited Federal Common Law. The court stressed that "there is 'no federal general common law.'" Id. at *3, quoting Erie R. Co., v. Tompkins, 304 U.S. 64, 78 (1938). Federal judges "may appropriately craft the rules of decision" in such limited areas as admiralty disputes and "certain controversies" between states. But unless Congress authorizes it, "common lawmaking must be 'necessary to protect uniquely federal interests.'" Id., quoting Texas Industries, Inc. v. Radcliff Materials, Inc., 451 U.S. 630, 640 (1981). Federal Government's Indifference to Distribution of Refunds. The federal government regulates how it receives and "also may have an interest in regulating a delivery of any tax refund due a corporate group." Id. at *3. But it has no "unique interest . . . in determining how a consolidated corporate tax refund, once paid to a designated agent, is distributed among group members." Id. State Law Dispositive. " . . . [S]tate law is well equipped to handle disputes involving corporate property rights . . . like the one" in Rodriguez. Id. Although this dispute arose in a bankruptcy case, "the determination of property rights" in a debtor's assets is governed by state law. Butner v. United States, 440 U.S. 48, 54 (1979). The court rejected the Bob Richards rule because it "made the mistake of moving too quickly past important threshold questions at the heart of our separation of powers." Id. at *4. Emphasizing the "care federal courts should exercise before taking up an invitation to try their hands at common law making," the court reasoned that the Bob Richards rule tipped the scales in favor of one party. Instead of a judge-made rule presuming that entities responsible for losses get the resulting tax refund in the absence of a clear agreement to the contrary, the issue must be resolved under applicable state law on remand to the Tenth Circuit. Id. USS ULTIMATE HOLDINGS: S&P Lowers ICR to 'B-'; Outlook Negative --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on USS Ultimate Holdings Inc. to 'B-' from 'B'. An economic recession and fall off in non-residential construction will likely pressure USS during seasonally stronger quarters. In light of the coronavirus pandemic, S&P Global Ratings now expects a U.S. recession with a 1.2% contraction in real GDP for 2020 and residential/non-residential activity estimated to grow 1.9% and decline 11.8%, respectively. Given this challenging backdrop, S&P expects USS' route-based sanitation (RBS), which represents roughly two-thirds of total sales, and events-based business to see a significant decline over the next two quarters as construction projects and special events are likely to be postponed or cancelled. The negative outlook reflects the possibility that a sustained fall-off in residential and non-residential construction could further weaken USS' credit metrics and operating cash flows and thereby increase liquidity risk. "We could lower our ratings on USS if we expected liquidity to further tighten, such that its interest coverage approached 1x and the company became increasingly dependent on its ABL facility. In addition, we could lower ratings if free cash flows were negative for a sustained period or if we believe the company would trigger the ABL facility's fixed-charge covenant with no near-term remedy. We could also lower the ratings if we believe the capital structure is unsustainable," S&P said. "We could revise our outlook to stable if we expect the company's cash flows to remain positive and that it will maintain adequate liquidity, such that it is not heavily dependent on its ABL facility on a sustained basis," S&P said. VESTAVIA HILLS: Taps Harbuck Keith & Holmes as Licensing Counsel ---------------------------------------------------------------- Vestavia Hills, Ltd., dba Mount Royal Towers, seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire Harbuck Keith & Holmes, LLC as its special Alabama licensing and regulatory counsel, nunc pro tunc to its Chapter 11 petition date on January 3, 2020. The firm was originally retained by the Debtor in 2017 to assist with licensing, regulatory and administrative issues, primarily with respect to the Alabama Department of Public Health. The firm's role, as more fully defined in the engagement agreement and discussed in Kenny Keith's declaration, will be limited to licensing and regulatory issues that may arise during the Chapter 11 case of the Debtor. The firm's services will not duplicate the work to be performed by the Debtor's bankruptcy counsel, Sullivan Hill Rez & Engel. The Debtor is bringing the motion pursuant to Local Rule 2014-1(a) and requests the engagement be approved nunc pro tunc to the petition date, in order that Harbuck can be compensated for the assistance it provided to the Debtor during that critical time in its Chapter 11 case. The firm is a "disinterested person" within the meaning of Section 327(a) of the Bankruptcy Code. The firm can be reached at: Kenny Keith, Esq. HARBUCK KEITH & HOLMES, LLC 3595 Grandview Parkway, Suite 400 Birmingham, AL 35243 Telephone: (205) 547-5540 Facsimile: (205) 547-5621 About Vestavia Hills, Ltd. Vestavia Hills, Ltd., which conducts business under the name Mount Royal Towers, operates a continuing care retirement community and assisted living facility for the elderly in Vestavia Hills, Ala. It offers individualized senior living options for a convenient community lifestyle and provides personalized nursing care. Vestavia Hills sought Chapter 11 protection (Bankr. S.D. Cal. Case No. 20-00018-11) on Jan. 3, 2020. The Debtor disclosed $18,531,957 in assets and $29,742,790 in liabilities as of the bankruptcy filing. Judge Louise Decarl Adler oversees the case. The Debtor tapped Sullivan Hill Rez & Engel as its legal counsel and Harbuck Keith & Holmes, LLC as its special Alabama licensing and regulatory counsel, nunc pro tunc to its Chapter 11 petition date. VINES AT TABOR: Hires Marcus & Millichap as Real Estate Broker -------------------------------------------------------------- The Vines at Tabor seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ Marcus & Millichap as its real estate broker to market the bankruptcy estate's interest in a real property located at 200 E. Tabor Avenue, Fairfield, California. The professional services that the broker will provide include: (a) advertise the property; (b) show the property to interested parties; (c) represent the estate as seller in connection with the sale of the property; and (d) advise the Debtor with respect to obtaining the highest and best offers available in the present market for the property. The broker has agreed to perform these services in return for a commission of 4% of the purchase price of the property. The broker and its associates attest that they are disinterested persons within the meaning of Sections 101(14) and 327 of the Bankruptcy Code, as modified by Section 1107(b). The broker can be reached through: Isaak Heitzeberg MARCUS & MILLICHAP 23975 Park Sorrento Suite 400 Calabasas, CA 91302 About The Vines at Tabor The Vines at Tabor is a California limited partnership and owner of certain real property located at 200 E. Tabor Avenue, Fairfield, California. The Vines at Tabor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-20975) on February 24, 2020. Judge Christopher D. Jaime oversees the case. The Debtor hired Law Offices Of Gabriel Liberman, APC as its counsel and Marcus & Millichap as its real estate broker. WANSDOWN PROPERTIES: Taps Compass and Rosewood Realty as Brokers ---------------------------------------------------------------- Wansdown Properties Corporation N.V. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Urban Compass, Inc. d/b/a Compass and Rosewood Realty Group as exclusive real estate brokers. The Debtor was unsuccessful in its efforts to sell its townhouse located at 29 Beekman Place, New York, New York 10022 in a private sale to 29 Beekman Corp. in accordance with the sale order entered by the Court on January 16, 2020. The Debtor seeks approval to retain the brokers to assist with the marketing and sale of its property. The brokers will provide these services in connection with the Debtor's Chapter 11 case: (a) use their commercially reasonable efforts to obtain a satisfactory purchaser for the Property on such terms as are acceptable to the Debtor; (b) negotiate the business terms of each purchase and sale agreement on behalf of the Debtor, subject to the Debtor's review and approval; and (c) cooperate with other licensed real estate brokers representing purchasers subject to the terms of the Listing Agreement. The Debtor agreed that upon the sale of the property, the brokers will be paid an aggregate commission of 5% of the gross purchase price of the property, with each broker to receive 50% of the commission at the closing on any transaction for the property. Charlie Attias of Compass and Greg Corbin of Rosewood Realty Group disclosed in court filings that the firms are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The brokers can be reached through: Charlie Attias COMPASS 10 East 53rd Street, 4th Floor New York, NY 10022 - and - Greg Corbin ROSEWOOD REALTY GROUP 38 East 29th Street, 5th Floor New York, NY 10016 About Wansdown Properties Corporation N.V. Wansdown Properties Corporation, N.V.'s primary asset is a seven-story townhouse located at 29 Beekman Place, New York, New York. It was incorporated in 1979 under the laws of Curacao, in accordance with Article 38 of the Commercial Code of the Netherlands Antilles and continues to exist under the laws of the Netherland Antilles. Wansdown Properties was formed as a holding company to own and manage the Property for an affluent individual who deceased in January 2016. Wansdown Properties Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-13223) on Oct. 8, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Stuart M. Bernstein. The Debtor tapped Rubin LLC as its counsel and Urban Compass, Inc. d/b/a Compass and Rosewood Realty Group as its exclusive real estate brokers. WATKINS NURSERIES: Allowed to Use Cash Collateral on Interim Basis ------------------------------------------------------------------ Judge Keith L Phillips of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized Watkins Nurseries Inc., Watkins-Amelia LLC and Virginias Resources Recycled LLC to use cash collateral in accordance with the budget. To the extent that they held a valid and perfected lien prior to the Petition Date, Commercial Credit Group Inc. ("CCG"), CT Lien Solutions ("CTLS"), GreatAmerica Financial Services Corporation, Kubota Credit Corporation USA and SonaBank are each granted additional and valid, perfected and enforceable continuing replacement security interests and liens in the collateral similar to their respective collateral. In addition, CCG will receive three monthly payments in the aggregate amount of $25,519; GreatAmerica will receive a monthly payment of $600; Kubota will receive a monthly payment of $1,009.66; and SonaBank also receive: (i) consecutive monthly payments of $10,761.60 which is the regular monthly payment under the April 2017 Note; and (ii) consecutive monthly payments of $34,507.60 which is the regular monthly payment under the February 2017 Note. The final hearing to consider continued use of cash collateral is scheduled to take place on May 13, 2020 at 2:00 p.m. Objections are due by May 6. About Watkins Nurseries Watkins Nurseries, Inc. -- http://www.watkinsnurseries.com/-- is a wholesale and retail tree nursery, plant center, and landscape design firm established in 1876. It specializes in field-grown trees and shrubs that it produces on over 500 acres of farmland. Virginias Resources Recycled, LLC -- http://www.vrrllc.com-- is a commercial and residential land clearing, grinding, grubbing and logging company located in Central, Virginia. Watkins-Amelia, LLC is engaged in activities related to real estate. Watkins Nurseries, Virginias Resources and Watkins-Amelia sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-30890) on Feb. 19, 2020. At the time of the filing, each Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Paula S. Beran, Esq., at Tavenner & Beran, PLC, is the Debtor's legal counsel. WIRECO WORLDGROUP: S&P Downgrades ICR to 'B-'; Outlook Negative --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based steel and synthetic rope manufacturer WireCo WorldGroup Inc. to 'B-' from 'B'. S&P is also lowering its issue-level rating on the company's $445 million (outstanding) senior secured term loan to 'B' from 'B+' and its issue-level rating on the company's $135 million second-lien senior secured term loan to 'CCC+' from 'B-'. The recovery ratings remain '2' and '5', respectively. "We estimate WireCo's revenue could drop 15% to 20% in 2020 due to reduced demand in Wireco's key end markets (oil and gas, and industrial and infrastructure) pressuring sales volumes. Given the current oil and gas price environment, we expect WireCo's oil and gas order book to be cut by more than 50%. Approximately 20%-25% of the company's sales are tied to oil and gas end markets. Exacerbating this cut in demand is a slowdown in the company's other largest end market--industrial and infrastructure--due to stalled growth on a global scale and a potential for project delays in the sector in relation to the coronavirus pandemic. We expect the company's steel rope volumes and conversion margin (i.e., the difference between average price and cost per ton) could both decline around 15% to 20% due to these market contractions," S&P said. During periods of volatile or declining prices, WireCo's customers will often reduce their capital and operating expenditure budgets. This can lead to large, rapid declines in the demand for WireCo's products and cause its operating performance to become volatile, which was demonstrated during the most recent downturn in oil prices in 2016. During this time S&P Global Ratings' adjusted EBITDA fell from $97 million in 2015 to $83 million in 2016 and to $73 million in 2017. Although, the company was slightly more concentrated in oil and gas in that period by about 5% to 10%. S&P views a downturn in company performance as inevitable given S&P Global Ratings has furthered reduced its West Texas Intermediate (WTI) oil price assumption to $25 per barrel (bbl) from its previous assumption of $35/bbl. The price revision is due to oil markets heading into a period of severe supply-demand imbalance with acute oversupply resulting in multiyear price lows. The negative outlook reflects the uncertainty and competitive pressure in WireCo's key end markets, specifically oil and gas and industrial and infrastructure. Prolonged weak credit market conditions combined with stressed liquidity and negative cash flow could lead to a distressed exchange or payment default, however WireCo has a fairly long horizon before first maturities in 2023. "We could downgrade WireCo if it appeared a payment default or distressed exchange was imminent due to negative cash flow and stressed liquidity from prolonged weakness in the company's end markets. Additionally, we could also lower our rating if interest coverage were to fall to 1x or below. This scenario could occur if the company's conversion margins and sales volumes fell an additional 15% from our forecast due to prolonged and deteriorating market conditions," S&P said. "We could revise the outlook to stable if the company outperforms our projections such that leverage moved closer to 6x and EBITDA interest coverage closer to 2x. This could occur if industry conditions improve and oil-related capital spending and volumes rebound quicker than expected," the rating agency said. WYNDHAM HOTELS: S&P Lowers ICR to 'BB' on COVID-19 Travel Downturn ------------------------------------------------------------------ S&P Global Ratings lowered the issuer credit rating on Wyndham Hotels & Resorts Inc. to 'BB' from 'BB+'. In addition, S&P lowered the issue-level rating on Wyndham's senior secured debt to 'BB+' from 'BBB-', and the issue-level rating on the unsecured debt to 'B+' from 'BB-'. At the same time, S&P is removing all of its ratings on the company from CreditWatch, where the rating agency placed them with negative implications on March 23, 2020. The downgrade to 'BB' reflects a spike in leverage in 2020 and a more difficult path for Wyndham to reduce leverage to below the 5x threshold at the previous 'BB+' rating. The lodging and leisure sector faces an unprecedented coronavirus-related decline in revenue and will continue to see declines as long as travel and consumer and business activity are restricted. "Our forecast for severe second-quarter decline in GDP and expanded federal guidelines for social distancing caused us to revise assumptions for Wyndham. S&P now believes that a collapse in demand for hotel rooms could persist for months, burdening 2020 performance and increasing the likelihood that Wyndham's leverage will be sustained above or close to 5x through 2021. S&P currently assumes U.S. industry RevPAR to decline in the 20%-30% range, and that Wyndham's RevPAR will be at around the middle to high-end of this range in 2020. Wyndham plans to reduce the burden of the RevPAR downturn on its franchisees to the extent it can by relaxing the enforcement of brand standards and providing flexibility on cash payments from franchisees. These accommodative actions would likely increase Wyndham's cash burn from working capital uses, partly due to delayed or waived cost reimbursements as some franchisees may be generating minimal revenues in the short term and would not have the ability to make such payments. These assumptions drive Wyndham's leverage to spike in 2020 and possibly recover more slowly than our previous base case, making it less plausible that the company can reduce leverage to below the 5x downgrade threshold at the previous rating," S&P said. The negative outlook reflects the possibility of a downgrade over the next few months if S&P no longer believed the coronavirus will be contained by midyear so that travel and hotel demand can begin to recover, resulting in leverage and liquidity that is worse than the rating agency's current forecast. The outlook also incorporates the currently high degree of uncertainty in S&P's updated base-case assumptions, which are subject to revision in response to developments in coronavirus containment or updates to its economists' GDP forecast. "We could lower the rating if we believe that Wyndham cannot quickly recover following a significant spike in leverage in 2020 and leverage in 2021 deteriorates to above 6x. We could also lower the rating if Wyndham's currently strong liquidity significantly deteriorates, or we believe the company would violate its covenants and would be unable to get a waiver," S&P said. "It is unlikely that we would revise the outlook to stable for the duration of the global travel and economic downturn. To indicate rating upside, we would need to be confident the recovery is robust enough to enable Wyndham to maintain leverage under 5x and adequate liquidity," the rating agency said. XTL INC: Taps Cerone as Director of New Business Development ------------------------------------------------------------ XTL, Inc. and its debtor-affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Anthony Cerone in the capacity of Director of New Business Development. The Debtors seek the employment of Anthony Cerone based upon his many years of experience in building, developing, and maintaining business relationships in the trucking industry. Mr. Cerone would be employed on an hourly basis, to work an average of approximately 20 hours per week at the rate of $150 per hour, for an average gross weekly income of $3,000 per week, payable directly by the Debtors on a weekly basis. All business related expenses incurred by Mr. Cerone would be paid directly by the Debtors or reimbursed to him upon presentation of expense reimbursement requests. He may be reached at: Anthony Cerone XTL INC. 3200 S 70th Street Philadelphia, PA 19153 About XTL, Inc. XTL, Inc., is a transportation & logistics company that provides customized logistics solutions for warehousing and inventory control of commodities and finished goods. Ootzie Properties classifies itself as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at South 24th and Highway, 275 Industrial Council Bluffs, Iowa. XTL, Inc., and its subsidiaries sought Chapter 11 protection on Aug. 1, 2019 (Bankr. E. D. Penn. Lead Case No. 19-14844). In the petition signed by Louis J. Cerone, president, XTL was estimated to have $10 million to $50 million in assets and $10 million to $50 million in liabilities. The Hon. Eric L. Frank oversees the case. XTL tapped Allen B. Dubroff, Esq., at Allen B. Dubroff & Associates, LLC, as its counsel. YAK ACCESS: S&P Downgrades ICR to 'CCC+' on Tightening Liquidity ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Yak Access LLC to 'CCC+' from 'B'. In addition, S&P lowered its rating on the company's first-lien credit facilities to 'CCC+' from 'B' and its ratings on its second-lien term loan to 'CCC-' from 'CCC+'. S&P's recovery ratings are unchanged. Yak Access has lower financial flexibility to face a period of heightened uncertainty. Modestly negative free operating cash flow (FOCF), combined with a midsize acquisition completed in 2019, has left the company with sufficient liquidity to cover its uses, which include capital expenditures (capex) and scheduled amortization over the next 12 months, but limited cushion for operating underperformance or greater-than-expected cash needs. Yak continues to win contracts, and mat demand could be healthy if most of its awards advance to construction; however, the highly uncertain oil and gas environment will likely cause midstream companies to reevaluate capex over the next 12 months, likely causing delays in construction starts. The company's high fixed cost burden limits its ability to generate FOCF when volume and margins soften. As a partial offset, Yak's mat capex strategy provides some flexibility as the company does not have contractual obligations to purchase mats over the next 12 months. Additionally, the company could reduce labor costs if projects are delayed. S&P's negative outlook on Yak reflects the company's worsened liquidity position as a result of the Klein acquisition in 2019 and the rating agency's view that the company could face a liquidity crunch if mat demand from the pipeline construction end market is weaker than the rating agency expects. "We could lower our rating if liquidity tightens, such that we envision a specific default scenario, including a distressed restructuring, taking place within the next 12 months. This could occur if FOCF is more negative than we forecast in our base case, pressuring liquidity. We could also lower our rating if we expect the company will breach its springing financial covenant," S&P said. "We could raise our rating if the company's liquidity improves. This could result from FOCF generation that is significantly higher than we expect in our base case, fully covering annual amortization and improving the company's cash balance and/or revolver availability. We would also expect the company to maintain at least 15% headroom under its covenant," S&P said. [*] Goffman Joins Rothschild & Co as Global Advisory Vice Chair --------------------------------------------------------------- Rothschild & Co disclosed that Jay Goffman has joined its Global Advisory business in North America as Vice Chairman. Reporting to Jimmy Neissa, Mr. Goffman will advise clients across Global Advisory's Restructuring, Debt and M&A practices. He joins from the global law firm Skadden, Arps, Slate, Meagher & Flom LLP, and will be based in New York. "Jay is a global authority on restructuring and he is consistently recognized for his leadership in the industry. He is an innovative dealmaker and his experience and expertise will provide immense value to our clients as we continue to grow our business in North America," stated Jimmy Neissa, Head of Rothschild & Co North America. "Jay's proven ability to develop business-oriented solutions for clients and to create deep long-term relationships makes him a strong fit with our culture. We welcome Jay to the firm." Prior to joining Rothschild & Co, Mr. Goffman was the Global Co-Head of Skadden's Corporate Restructuring Group and has over 36 years of experience in restructuring and M&A. He has been named among The Decade's Most Influential Lawyers by The National Law Journal and has been recognized for his dealmaking ability by publications such as American Lawyer and Financial Times, where he was recognized as a "pioneer" and a leader of out-of-court and pre-packaged restructurings. He has been profiled by The Wall Street Journal on several occasions, including his record-setting restructuring of Blue Bird Bus Co., which was completed in 32 hours. He was also responsible for engineering the quickest billion-dollar pre-packaged restructuring in history with his six-day process of Roust Inc. in 2016. Mr. Goffman holds a BS from The State University of New York at Binghamton and a JD from the University of North Carolina at Chapel Hill. In his role as Vice Chairman, Global Advisory North America, Mr. Goffman will report to Mr. Neissa and will work closely with Homer Parkhill and Stephen Antinelli, Co-Heads of North America Restructuring. Mr. Goffman stated, "Having worked alongside Rothschild & Co throughout my career, I have had the opportunity to experience first-hand why they have a reputation for providing best-in-class advice to clients. I look forward to working closely with Jimmy, Homer, Steve and the rest of the leadership team to continue growing the firm's client base in North America." About Rothschild & Co, Global Advisory Rothschild & Co is family-controlled and independent and has been at the centre of the world's financial markets for over 200 years. With a team of c.3 500 talented financial services specialists on the ground in over 40 countries, Rothschild & Co's integrated global network of trusted professionals provide in-depth market intelligence and effective long-term solutions for our clients in Global Advisory, Wealth & Asset Management, and Merchant Banking. Global Advisory, a division of the Rothschild & Co group, designs and executes strategic M&A and financing solutions, providing impartial, expert advice to large and mid-sized corporations, private equity, families and entrepreneurs, and governments. Through its unrivalled network of 1,000 industry and financing specialists in over 40 countries, Rothschild & Co's Global Advisory business combines the breadth of its advisory offering with a high volume of transactions to achieve a unique understanding and perspective into markets and participants worldwide. [*] Laura Appleby Joins Drinker Biddle's N.Y. Office as Partner --------------------------------------------------------------- Drinker Biddle & Reath LLP disclosed that Laura E. Appleby has joined the New York office as a partner in the Corporate Restructuring group. Ms. Appleby comes to the firm from Chapman and Cutler LLP. For more than a decade, Ms. Appleby has represented clients across a broad range of industries in all aspects of complex bankruptcy proceedings, out-of-court restructurings and distressed transactions. She has experience representing bondholders, indenture trustees, financial institutions and other creditors in special situations, and she provides advice related to for-profit corporations, nonprofit entities and municipalities. "Laura has an impressive background in a wide array of bankruptcy and corporate restructuring areas," said Andrew C. Kassner, Drinker Biddle's chairman and CEO. "Her experience will strengthen our nationally ranked Corporate Restructuring team, and her savvy legal counsel will benefit our clients in New York and across the country. We are pleased to welcome Laura during this exciting time for our firm." In addition to her extensive experience representing clients in virtually all aspects of complex corporate restructurings, Ms. Appleby provides sophisticated counsel to clients on issues of municipal distress and insolvency. James H. Millar and Michael P. Pompeo, co-chairs of Drinker Biddle's Corporate Restructuring group, said in a joint statement, "Laura is a highly regarded bankruptcy practitioner. She has significant experience in distressed debt restructurings and indenture trustee representations and will bring valuable insight to our clients." Ms. Appleby added, "I am thrilled to be joining Drinker Biddle during its combination with Faegre Baker Daniels, and have been impressed by the firms' compatibility and collaborative approach to client service. The combined strength of the firms' bankruptcy and restructuring teams is significant and I look forward to serving clients from this new platform." Ms. Appleby earned her bachelor's degree from the University of Illinois at Urbana-Champaign and her Juris Doctor from the University of Michigan Law School, where she served as editor-in-chief of the Michigan Telecommunications and Technology Law Review. More than 20 lawyers strong, Drinker Biddle's Corporate Restructuring group provides a full range of services to clients, maximizing value through creative and cost-effective solutions to financial challenges. Understanding their clients' businesses and the steps necessary to achieve their restructuring goals, the group provides a fully integrated approach to commercial workouts, refinancings, bankruptcy proceedings and other out-of-court debt restructurings. The team has been recognized for excellence by Chambers USA, Crain's New York Business and The Legal Intelligencer, among other publications. About Drinker Biddle Drinker Biddle & Reath LLP -- http://www.drinkerbiddle.com/-- is a national, full-service law firm with nearly 575 attorneys in 12 offices across the United States. The firm provides a range of comprehensive legal services in corporate and securities, litigation, government and regulatory affairs, health care, products liability, corporate restructuring, investment management, labor and employment, insurance litigation, intellectual property, employee benefits and executive compensation, environment and energy, white collar defense and corporate investigations, trusts and estates, and real estate. Its clients include public and private businesses that span the Fortune 1000, multinational corporations, startups and companies that are among the most recognized in the world. Drinker Biddle in December 2019 its planned combination with Faegre Baker Daniels, effective Feb. 1. To be known in the marketplace as Faegre Drinker, the new firm will include more than 1,300 attorneys and professionals in 22 offices worldwide. [*] S&P Alters Outlook to Stable on 8 Affordable Housing Issues --------------------------------------------------------------- S&P Global Ratings revised the outlooks on 13 long-term ratings associated with eight affordable multifamily housing transactions to stable from positive. The revised outlooks follow S&P's updated assessment that U.S. unemployment could approach 20 million by May, due to government measures to mitigate the community spread of COVID-19. S&P views uncertainty regarding the timing and duration of the spread of the virus throughout the country as a health and safety social risk under its environmental, social, and governance factors. "The outlook revisions also follow our updated overall view of all U.S. public finance sectors. In our view, affordable rental properties generally will face potential financial stress as a result of the economic fallout, with revenue declines due to eviction moratoriums, an uptick in operating expenses, and extended vacancies that could squeeze debt service coverage ratios. More specific to these ratings, we believe elevated costs related to COVID-19 mitigation and response efforts have the potential to mute financial performance," S&P said. For these transactions, the revised outlooks reflect S&P's view that operations are consistent with current rating levels, which range from 'BB+' to 'A+', despite the challenges presented by COVID-19. Six of the eight transactions are supported by military housing properties totaling over 16,600 units, located on various military bases throughout the country. They benefit from strong demand, good asset quality, and rental revenues through federal basic allowance for housing (BAH) payments. BAH is a federally appropriated component of service members' basic pay and has a long history of appropriation by the U.S. Congress, which should support stable revenues even during this period of economic volatility. Similarly, one property benefits from federal support through a project based Section 8 contract which covers 71% of the units--65% of it project-based and 6% tenant-based--providing a stable source of revenues to support debt service payments. The remaining transaction does not have revenue support from the federal government but demonstrates other financial strengths, including strong debt service coverage, very low loan-to-value ratio, and strong occupancy. Stable outlooks on specific ratings may be returned to positive on a case-by-case basis in the near-to-medium term should evidence, data, and analysis support the revision. "We will continue to monitor and evaluate the effects of this fluid and fast-moving situation. Potential rating action could be either broad based or credit specific. We will continue to collect data and have conversations with management teams to properly evaluate information as it becomes available. Therefore, while the outlook period is for one year, further review and rating actions on the issues will occur as timely as possible throughout the outlook period based on market conditions and credit-specific information," S&P said. Outlook Revised On Eight Affordable Multifamily Housing Issues Issue State Current (borrower) rating To From GMH Military Housing - Navy Northeast Family Housing 2nd Tier PA BBB Stable Positive HP Communities, LLC 2nd Tier CO A+ Stable Positive HP Communities, LLC 3rd Tier CO A Stable Positive Knox Hills LLC - Fort Knox Housing 1st Tier KY BBB+ Stable Positive Knox Hills LLC - Fort Knox Housing 2nd Tier KY BBB Stable Positive Los Angeles Hsg Auth - 2009A Pooled Indenture 1st Tier CA A Stable Positive Midwest Fam Hsg, LLC 1st Tier IL A+ Stable Positive Midwest Fam Hsg, LLC 2nd Tier IL A Stable Positive Midwest Fam Hsg, LLC 3rd Tier IL BBB Stable Positive Midwest Fam Hsg, LLC 4th Tier IL BB+ Stable Positive Orange Cnty Hsg Fin Auth - 1998C Green Gables Indenture 1st Tier FL A- Stable Positive Pacific Beacon, LLC - Naval Base San Diego Unaccompanied Housing 3rd Tier CA A- Stable Positive Southeast Housing, LLC - Navy Southeast Family Housing 1st Tier DE BBB+ Stable Positive [] Oleg Mikhailov Joins AlixPartners as Managing Director --------------------------------------------------------- AlixPartners, the global consulting firm, disclosed that energy industry expert Oleg Mikhailov has joined as a Managing Director and one of the key leaders in the firm's worldwide energy and process industries practice. He will be based in AlixPartners' Houston office. Mr. Mikhailov brings more than 22 years of broad and international experience in the energy industry, both in corporate management as well as consulting. He began his career at Chevron and spent 13 years there, serving in increasingly senior roles in Thailand and throughout South Asia and in the Gulf of Mexico. From there, he moved to TNK-BP, a partnership between the United Kingdom-based energy giant BP and the Russia-based AAR Consortium, where he rose to the position of vice president of operations and asset management for upstream activities. After that, he became vice president of operations at Bashneft, one of the largest producers of oil and gas in Russia. He joins AlixPartners from the Boston Consulting Group, where he was a managing director and partner and led energy-related projects in the UK, Mexico, and Argentina, as well as throughout North America. Mr. Mikhailov holds a PhD in geophysics from the Massachusetts Institute of Technology, an MBA from the University of California at Berkeley, and an undergraduate degree in physics from the Moscow Institute of Physics and Technology in Russia. "Oleg's wide-ranging knowledge and experience will be of great value to companies in an industry that is facing significant disruption," said Simon Freakley, CEO of AlixPartners. "He is well prepared to help our clients deal with their most urgent challenges, and we welcome him to AlixPartners." About AlixPartners AlixPartners -- http://www.alixpartners.com/-- is a results-driven global consulting firm that specializes in helping businesses successfully address their most complex and critical challenges. Our clients include companies, corporate boards, law firms, investment banks, private equity firms, and others. Founded in 1981, AlixPartners is headquartered in New York, and has offices in more than 20 cities around the world. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABBVIE INC ABBV US 89,115.0 (8,172.0) 33,934.0 ABBVIE INC 4AB GR 89,115.0 (8,172.0) 33,934.0 ABBVIE INC ABBV SW 89,115.0 (8,172.0) 33,934.0 ABBVIE INC ABBV* MM 89,115.0 (8,172.0) 33,934.0 ABBVIE INC 4AB TE 89,115.0 (8,172.0) 33,934.0 ABBVIE INC ABBV AV 89,115.0 (8,172.0) 33,934.0 ABBVIE INC 4AB GZ 89,115.0 (8,172.0) 33,934.0 ABBVIE INC 4AB TH 89,115.0 (8,172.0) 33,934.0 ABBVIE INC ABBVEUR EU 89,115.0 (8,172.0) 33,934.0 ABBVIE INC 4AB QT 89,115.0 (8,172.0) 33,934.0 ABBVIE INC-BDR ABBV34 BZ 89,115.0 (8,172.0) 33,934.0 ABSOLUTE SOFTWRE ALSWF US 105.1 (46.5) (26.7) ABSOLUTE SOFTWRE ABT CN 105.1 (46.5) (26.7) ABSOLUTE SOFTWRE OU1 GR 105.1 (46.5) (26.7) ABSOLUTE SOFTWRE ABT2EUR EU 105.1 (46.5) (26.7) ACCELERATE DIAGN AXDX US 134.4 (7.4) 113.7 ACCELERATE DIAGN 1A8 GR 134.4 (7.4) 113.7 ACCELERATE DIAGN AXDX* MM 134.4 (7.4) 113.7 ADAPTHEALTH CORP AHCO US 546.1 (29.2) 30.5 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIR-BDR AALL34 BZ 59,995.0 (118.0) (10,105.0) AMERICAN AIRLINE AAL TE 59,995.0 (118.0) (10,105.0) AMERICAN AIRLINE A1G SW 59,995.0 (118.0) (10,105.0) AMERICAN AIRLINE A1G GZ 59,995.0 (118.0) (10,105.0) AMERICAN AIRLINE AAL11EUR EU 59,995.0 (118.0) (10,105.0) AMERICAN AIRLINE AAL AV 59,995.0 (118.0) (10,105.0) AMERICAN AIRLINE A1G QT 59,995.0 (118.0) (10,105.0) AMERICAN AIRLINE AAL US 59,995.0 (118.0) (10,105.0) AMERICAN AIRLINE A1G GR 59,995.0 (118.0) (10,105.0) AMERICAN AIRLINE AAL* MM 59,995.0 (118.0) (10,105.0) AMERICAN AIRLINE A1G TH 59,995.0 (118.0) (10,105.0) AUTODESK I - BDR A1UT34 BZ 6,179.3 (139.1) (559.9) AUTODESK INC AUD GR 6,179.3 (139.1) (559.9) AUTODESK INC ADSK US 6,179.3 (139.1) (559.9) AUTODESK INC AUD TH 6,179.3 (139.1) (559.9) AUTODESK INC ADSKEUR EU 6,179.3 (139.1) (559.9) AUTODESK INC ADSK TE 6,179.3 (139.1) (559.9) AUTODESK INC AUD GZ 6,179.3 (139.1) (559.9) AUTODESK INC ADSK AV 6,179.3 (139.1) (559.9) AUTODESK INC ADSK* MM 6,179.3 (139.1) (559.9) AUTODESK INC AUD QT 6,179.3 (139.1) (559.9) AUTOZONE INC AZ5 TH 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZO US 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZ5 GR 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZ5 GZ 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZOEUR EU 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZ5 QT 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZO AV 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZ5 TE 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZO* MM 12,863.7 (1,711.1) (479.0) AUTOZONE INC-BDR AZOI34 BZ 12,863.7 (1,711.1) (479.0) AVID TECHNOLOGY AVID US 304.3 (155.1) (3.5) AVID TECHNOLOGY AVD GR 304.3 (155.1) (3.5) BENEFITFOCUS INC BNFTEUR EU 331.7 (25.6) 110.6 BENEFITFOCUS INC BTF GR 331.7 (25.6) 110.6 BENEFITFOCUS INC BNFT US 331.7 (25.6) 110.6 BEYONDSPRING INC BYSI US 34.1 22.3 21.9 BIOHAVEN PHARMAC 2VN TH 344.3 (7.4) 262.1 BIOHAVEN PHARMAC BHVN US 344.3 (7.4) 262.1 BIOHAVEN PHARMAC 2VN GR 344.3 (7.4) 262.1 BIOHAVEN PHARMAC BHVNEUR EU 344.3 (7.4) 262.1 BJ'S WHOLESALE C 8BJ GR 5,269.8 (54.3) (441.4) BJ'S WHOLESALE C 8BJ TH 5,269.8 (54.3) (441.4) BJ'S WHOLESALE C 8BJ QT 5,269.8 (54.3) (441.4) BJ'S WHOLESALE C BJ US 5,269.8 (54.3) (441.4) BLOOM ENERGY C-A 1ZB GR 1,322.6 (167.9) (101.3) BLOOM ENERGY C-A BE1EUR EU 1,322.6 (167.9) (101.3) BLOOM ENERGY C-A 1ZB QT 1,322.6 (167.9) (101.3) BLOOM ENERGY C-A 1ZB TH 1,322.6 (167.9) (101.3) BLOOM ENERGY C-A BE US 1,322.6 (167.9) (101.3) BLUE BIRD CORP 4RB GR 360.9 (67.9) 29.9 BLUE BIRD CORP 4RB GZ 360.9 (67.9) 29.9 BLUE BIRD CORP BLBDEUR EU 360.9 (67.9) 29.9 BLUE BIRD CORP BLBD US 360.9 (67.9) 29.9 BOEING CO-BDR BOEI34 BZ 133,625.0 (8,300.0) 4,917.0 BOEING CO-CED BA AR 133,625.0 (8,300.0) 4,917.0 BOEING CO-CED BAD AR 133,625.0 (8,300.0) 4,917.0 BOEING CO/THE BCO GR 133,625.0 (8,300.0) 4,917.0 BOEING CO/THE BAEUR EU 133,625.0 (8,300.0) 4,917.0 BOEING CO/THE BA EU 133,625.0 (8,300.0) 4,917.0 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2,128.4 (318.3) 330.5 LENNOX INTL INC LII1EUR EU 2,128.4 (318.3) 330.5 MASCO CORP MSQ TH 5,027.0 (56.0) 1,163.0 MASCO CORP MSQ GZ 5,027.0 (56.0) 1,163.0 MASCO CORP MSQ QT 5,027.0 (56.0) 1,163.0 MASCO CORP MAS1EUR EU 5,027.0 (56.0) 1,163.0 MASCO CORP MAS US 5,027.0 (56.0) 1,163.0 MASCO CORP MSQ GR 5,027.0 (56.0) 1,163.0 MASCO CORP MAS* MM 5,027.0 (56.0) 1,163.0 MASCO CORP-BDR M1AS34 BZ 5,027.0 (56.0) 1,163.0 MCDONALD'S CORP TCXMCD AU 47,510.8 (8,210.3) (63.1) MCDONALDS - BDR MCDC34 BZ 47,510.8 (8,210.3) (63.1) MCDONALDS CORP MCD TE 47,510.8 (8,210.3) (63.1) MCDONALDS CORP MDO TH 47,510.8 (8,210.3) (63.1) MCDONALDS CORP MCD US 47,510.8 (8,210.3) (63.1) MCDONALDS CORP MCD SW 47,510.8 (8,210.3) (63.1) MCDONALDS CORP MDO GR 47,510.8 (8,210.3) (63.1) MCDONALDS CORP MCD* MM 47,510.8 (8,210.3) (63.1) MCDONALDS CORP MCD CI 47,510.8 (8,210.3) (63.1) MCDONALDS CORP MCDUSD SW 47,510.8 (8,210.3) (63.1) MCDONALDS CORP MCDEUR EU 47,510.8 (8,210.3) (63.1) MCDONALDS CORP MDO GZ 47,510.8 (8,210.3) (63.1) MCDONALDS CORP MCD AV 47,510.8 (8,210.3) (63.1) MCDONALDS CORP 0R16 LN 47,510.8 (8,210.3) (63.1) MCDONALDS CORP MDO QT 47,510.8 (8,210.3) (63.1) MCDONALDS CORP MCDUSD EU 47,510.8 (8,210.3) (63.1) MCDONALDS-CEDEAR MCD AR 47,510.8 (8,210.3) (63.1) MCDONALDS-CEDEAR MCDC AR 47,510.8 (8,210.3) (63.1) MCDONALDS-CEDEAR MCDD AR 47,510.8 (8,210.3) (63.1) MERCER PARK BR-A MRCQF US 408.6 (2.8) 4.1 MERCER PARK BR-A BRND/A/U CN 408.6 (2.8) 4.1 MOTOROLA SOL-CED MSI AR 10,642.0 (683.0) 739.0 MOTOROLA SOLUTIO MTLA TH 10,642.0 (683.0) 739.0 MOTOROLA SOLUTIO MOT TE 10,642.0 (683.0) 739.0 MOTOROLA SOLUTIO MSI US 10,642.0 (683.0) 739.0 MOTOROLA SOLUTIO MTLA GR 10,642.0 (683.0) 739.0 MOTOROLA SOLUTIO MSI1EUR EU 10,642.0 (683.0) 739.0 MOTOROLA SOLUTIO MTLA GZ 10,642.0 (683.0) 739.0 MOTOROLA SOLUTIO MOSI AV 10,642.0 (683.0) 739.0 MOTOROLA SOLUTIO MTLA QT 10,642.0 (683.0) 739.0 MSCI INC 3HM GR 4,204.4 (76.7) 1,181.0 MSCI INC MSCI US 4,204.4 (76.7) 1,181.0 MSCI INC 3HM SW 4,204.4 (76.7) 1,181.0 MSCI INC 3HM GZ 4,204.4 (76.7) 1,181.0 MSCI INC 3HM QT 4,204.4 (76.7) 1,181.0 MSCI INC MSCI* MM 4,204.4 (76.7) 1,181.0 MSG NETWORKS- A MSGN US 784.8 (623.0) 212.8 MSG NETWORKS- A 1M4 QT 784.8 (623.0) 212.8 MSG NETWORKS- A MSGNEUR EU 784.8 (623.0) 212.8 MSG NETWORKS- A 1M4 TH 784.8 (623.0) 212.8 MSG NETWORKS- A 1M4 GR 784.8 (623.0) 212.8 N/A BJEUR EU 5,269.8 (54.3) (441.4) NATHANS FAMOUS NATH US 104.9 (64.2) 77.8 NATHANS FAMOUS NFA GR 104.9 (64.2) 77.8 NATHANS FAMOUS NATHEUR EU 104.9 (64.2) 77.8 NATIONAL CINEMED NCMI US 1,130.0 (121.2) 134.8 NAVISTAR INTL IHR TH 6,363.0 (3,739.0) 1,256.0 NAVISTAR INTL NAVEUR EU 6,363.0 (3,739.0) 1,256.0 NAVISTAR INTL IHR QT 6,363.0 (3,739.0) 1,256.0 NAVISTAR INTL IHR GZ 6,363.0 (3,739.0) 1,256.0 NAVISTAR INTL IHR GR 6,363.0 (3,739.0) 1,256.0 NAVISTAR INTL NAV US 6,363.0 (3,739.0) 1,256.0 NEW ENG RLTY-LP NEN US 294.3 (37.8) - NOVAVAX INC NVV1 TH 173.0 (186.0) 71.5 NOVAVAX INC NVV1 GZ 173.0 (186.0) 71.5 NOVAVAX INC NVAXEUR EU 173.0 (186.0) 71.5 NOVAVAX INC NVV1 GR 173.0 (186.0) 71.5 NOVAVAX INC NVAX US 173.0 (186.0) 71.5 NUNZIA PHARMACEU NUNZ US 0.1 (3.2) (2.5) NUTANIX INC - A 0NU SW 1,863.3 (66.1) 467.0 NUTANIX INC - A 0NU GZ 1,863.3 (66.1) 467.0 NUTANIX INC - A 0NU GR 1,863.3 (66.1) 467.0 NUTANIX INC - A 0NU TH 1,863.3 (66.1) 467.0 NUTANIX INC - A NTNXEUR EU 1,863.3 (66.1) 467.0 NUTANIX INC - A 0NU QT 1,863.3 (66.1) 467.0 NUTANIX INC - A NTNX US 1,863.3 (66.1) 467.0 OCULAR THERAPEUT 0OT GZ 78.7 (3.6) 48.1 OCULAR THERAPEUT 0OT TH 78.7 (3.6) 48.1 OCULAR THERAPEUT OCULEUR EU 78.7 (3.6) 48.1 OCULAR THERAPEUT 0OT GR 78.7 (3.6) 48.1 OCULAR THERAPEUT OCUL US 78.7 (3.6) 48.1 OMEROS CORP 3O8 GR 137.0 (109.0) 48.3 OMEROS CORP OMER US 137.0 (109.0) 48.3 OMEROS CORP 3O8 QT 137.0 (109.0) 48.3 OMEROS CORP 3O8 TH 137.0 (109.0) 48.3 OMEROS CORP OMEREUR EU 137.0 (109.0) 48.3 PAPA JOHN'S INTL PP1 SW 730.7 (59.7) (26.4) PAPA JOHN'S INTL PP1 GR 730.7 (59.7) (26.4) PAPA JOHN'S INTL PZZA US 730.7 (59.7) (26.4) PAPA JOHN'S INTL PZZAEUR EU 730.7 (59.7) (26.4) PAPA JOHN'S INTL PP1 GZ 730.7 (59.7) (26.4) PARATEK PHARMACE N4CN TH 251.1 (39.6) 219.2 PARATEK PHARMACE PRTK US 251.1 (39.6) 219.2 PARATEK PHARMACE N4CN GR 251.1 (39.6) 219.2 PHATHOM PHARMACE PHAT US 79.7 (152.5) (129.8) PHILIP MORRI-BDR PHMO34 BZ 42,875.0 (9,599.0) 1,681.0 PHILIP MORRIS IN PM1EUR EU 42,875.0 (9,599.0) 1,681.0 PHILIP MORRIS IN PMI SW 42,875.0 (9,599.0) 1,681.0 PHILIP MORRIS IN 4I1 GR 42,875.0 (9,599.0) 1,681.0 PHILIP MORRIS IN PM US 42,875.0 (9,599.0) 1,681.0 PHILIP MORRIS IN PM1CHF EU 42,875.0 (9,599.0) 1,681.0 PHILIP MORRIS IN PM1 TE 42,875.0 (9,599.0) 1,681.0 PHILIP MORRIS IN 4I1 TH 42,875.0 (9,599.0) 1,681.0 PHILIP MORRIS IN 0M8V LN 42,875.0 (9,599.0) 1,681.0 PHILIP MORRIS IN PMOR AV 42,875.0 (9,599.0) 1,681.0 PHILIP MORRIS IN PMIZ IX 42,875.0 (9,599.0) 1,681.0 PHILIP MORRIS IN PMIZ EB 42,875.0 (9,599.0) 1,681.0 PHILIP MORRIS IN 4I1 GZ 42,875.0 (9,599.0) 1,681.0 PHILIP MORRIS IN 4I1 QT 42,875.0 (9,599.0) 1,681.0 PHILIP MORRIS IN PM* MM 42,875.0 (9,599.0) 1,681.0 PLANET FITNESS-A 3PL QT 1,717.2 (707.8) 394.7 PLANET FITNESS-A PLNT1EUR EU 1,717.2 (707.8) 394.7 PLANET FITNESS-A PLNT US 1,717.2 (707.8) 394.7 PLANET FITNESS-A 3PL TH 1,717.2 (707.8) 394.7 PLANET FITNESS-A 3PL GR 1,717.2 (707.8) 394.7 PPD INC PPD US 5,556.2 (2,668.1) (288.1) PURPLE INNOVATIO PRPL US 147.7 (4.7) 27.3 QUANTUM CORP QMCO US 165.3 (195.5) (16.1) RADIUS HEALTH IN RDUS US 219.2 (42.3) 141.8 RADIUS HEALTH IN 1R8 TH 219.2 (42.3) 141.8 RADIUS HEALTH IN RDUSEUR EU 219.2 (42.3) 141.8 RADIUS HEALTH IN 1R8 QT 219.2 (42.3) 141.8 RADIUS HEALTH IN 1R8 GR 219.2 (42.3) 141.8 RECRO PHARMA INC REPH US 110.5 (6.7) 53.7 RECRO PHARMA INC RAH GR 110.5 (6.7) 53.7 REVLON INC-A RVL1 GR 2,980.6 (1,221.2) 154.5 REVLON INC-A REV* MM 2,980.6 (1,221.2) 154.5 REVLON INC-A REVEUR EU 2,980.6 (1,221.2) 154.5 REVLON INC-A RVL1 TH 2,980.6 (1,221.2) 154.5 REVLON INC-A REV US 2,980.6 (1,221.2) 154.5 REYNOLDS CONSUME 3ZT GR 4,160.0 (818.0) 192.0 REYNOLDS CONSUME 3ZT GZ 4,160.0 (818.0) 192.0 REYNOLDS CONSUME 3ZT QT 4,160.0 (818.0) 192.0 REYNOLDS CONSUME REYNEUR EU 4,160.0 (818.0) 192.0 REYNOLDS CONSUME 3ZT TH 4,160.0 (818.0) 192.0 REYNOLDS CONSUME REYN US 4,160.0 (818.0) 192.0 RIMINI STREET IN RMNI US 201.2 (91.3) (82.4) ROSETTA STONE IN RST US 201.1 (16.2) (68.6) ROSETTA STONE IN RS8 TH 201.1 (16.2) (68.6) ROSETTA STONE IN RS8 GR 201.1 (16.2) (68.6) ROSETTA STONE IN RST1EUR EU 201.1 (16.2) (68.6) SBA COMM CORP SBJ TH 9,759.9 (3,651.0) (714.0) SBA COMM CORP 4SB GZ 9,759.9 (3,651.0) (714.0) SBA COMM CORP 4SB QT 9,759.9 (3,651.0) (714.0) SBA COMM CORP SBACEUR EU 9,759.9 (3,651.0) (714.0) SBA COMM CORP 4SB GR 9,759.9 (3,651.0) (714.0) SBA COMM CORP SBAC US 9,759.9 (3,651.0) (714.0) SBA COMM CORP SBAC* MM 9,759.9 (3,651.0) (714.0) SBA COMMUN - BDR S1BA34 BZ 9,759.9 (3,651.0) (714.0) SCIENTIFIC GAMES TJW GZ 7,809.0 (2,108.0) 849.0 SCIENTIFIC GAMES SGMS US 7,809.0 (2,108.0) 849.0 SCIENTIFIC GAMES TJW GR 7,809.0 (2,108.0) 849.0 SCIENTIFIC GAMES TJW TH 7,809.0 (2,108.0) 849.0 SEALED AIR C-BDR S1EA34 BZ 5,765.2 (196.2) 127.8 SEALED AIR CORP SEE US 5,765.2 (196.2) 127.8 SEALED AIR CORP SDA GR 5,765.2 (196.2) 127.8 SEALED AIR CORP SEE1EUR EU 5,765.2 (196.2) 127.8 SEALED AIR CORP SDA TH 5,765.2 (196.2) 127.8 SEALED AIR CORP SDA QT 5,765.2 (196.2) 127.8 SERES THERAPEUTI MCRB1EUR EU 132.4 (48.3) 54.2 SERES THERAPEUTI MCRB US 132.4 (48.3) 54.2 SERES THERAPEUTI 1S9 GR 132.4 (48.3) 54.2 SHELL MIDSTREAM 49M GR 2,019.0 (749.0) 313.0 SHELL MIDSTREAM 49M TH 2,019.0 (749.0) 313.0 SHELL MIDSTREAM SHLX US 2,019.0 (749.0) 313.0 SIRIUS XM HO-BDR SRXM34 BZ 11,149.0 (736.0) (2,290.0) SIRIUS XM HOLDIN RDO GR 11,149.0 (736.0) (2,290.0) SIRIUS XM HOLDIN RDO TH 11,149.0 (736.0) (2,290.0) SIRIUS XM HOLDIN SIRI US 11,149.0 (736.0) (2,290.0) SIRIUS XM HOLDIN SIRIEUR EU 11,149.0 (736.0) (2,290.0) SIRIUS XM HOLDIN RDO GZ 11,149.0 (736.0) (2,290.0) SIRIUS XM HOLDIN SIRI AV 11,149.0 (736.0) (2,290.0) SIRIUS XM HOLDIN RDO QT 11,149.0 (736.0) (2,290.0) SIX FLAGS ENTERT 6FE GR 2,882.5 (186.9) 36.5 SIX FLAGS ENTERT SIXEUR EU 2,882.5 (186.9) 36.5 SIX FLAGS ENTERT 6FE QT 2,882.5 (186.9) 36.5 SIX FLAGS ENTERT 6FE TH 2,882.5 (186.9) 36.5 SIX FLAGS ENTERT SIX US 2,882.5 (186.9) 36.5 SLEEP NUMBER COR SNBR US 806.0 (159.4) (434.4) SLEEP NUMBER COR SL2 GR 806.0 (159.4) (434.4) SLEEP NUMBER COR SNBREUR EU 806.0 (159.4) (434.4) STARBUCKS CORP SRB TH 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP SBUX* MM 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP SRB GR 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP SBUX CI 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP SBUXEUR EU 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP SBUX TE 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP SBUX IM 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP TCXSBU AU 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP SBUXUSD SW 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP SRB GZ 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP SBUX AV 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP 0QZH LI 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP SBUX PE 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP SRB QT 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP SBUX SW 27,731.3 (6,759.1) (2,775.8) STARBUCKS CORP SBUX US 27,731.3 (6,759.1) (2,775.8) STARBUCKS-BDR SBUB34 BZ 27,731.3 (6,759.1) (2,775.8) STARBUCKS-CEDEAR SBUXD AR 27,731.3 (6,759.1) (2,775.8) STARBUCKS-CEDEAR SBUX AR 27,731.3 (6,759.1) (2,775.8) TAILORED BRANDS TLRD* MM 2,419.0 (98.3) 206.4 TAUBMAN CENTERS TU8 GR 4,515.5 (177.4) - TAUBMAN CENTERS TCO US 4,515.5 (177.4) - TAUBMAN CENTERS TCO2EUR EU 4,515.5 (177.4) - TRANSDIGM - BDR T1DG34 BZ 18,156.0 (4,299.0) 3,302.0 TRANSDIGM GROUP TDG US 18,156.0 (4,299.0) 3,302.0 TRANSDIGM GROUP T7D GR 18,156.0 (4,299.0) 3,302.0 TRANSDIGM GROUP TDG* MM 18,156.0 (4,299.0) 3,302.0 TRANSDIGM GROUP T7D TH 18,156.0 (4,299.0) 3,302.0 TRANSDIGM GROUP T7D QT 18,156.0 (4,299.0) 3,302.0 TRANSDIGM GROUP TDGEUR EU 18,156.0 (4,299.0) 3,302.0 TRILLIUM THERAPE TRIL US 33.0 (0.2) 12.7 TRILLIUM THERAPE TRIL CN 33.0 (0.2) 12.7 TRILLIUM THERAPE R5WP GR 33.0 (0.2) 12.7 TRILLIUM THERAPE R5WP TH 33.0 (0.2) 12.7 TRILLIUM THERAPE R5WP GZ 33.0 (0.2) 12.7 TRILLIUM THERAPE TREUR EU 33.0 (0.2) 12.7 TRIUMPH GROUP TG7 GR 2,625.4 (532.9) 212.9 TRIUMPH GROUP TGI US 2,625.4 (532.9) 212.9 TRIUMPH GROUP TGIEUR EU 2,625.4 (532.9) 212.9 UBIQUITI INC 3UB GR 667.1 (292.1) 324.7 UBIQUITI INC UI US 667.1 (292.1) 324.7 UBIQUITI INC UBNTEUR EU 667.1 (292.1) 324.7 UBIQUITI INC 3UB GZ 667.1 (292.1) 324.7 UNISYS CORP UISEUR EU 2,504.0 (1,228.3) 294.0 UNISYS CORP UISCHF EU 2,504.0 (1,228.3) 294.0 UNISYS CORP USY1 GR 2,504.0 (1,228.3) 294.0 UNISYS CORP USY1 TH 2,504.0 (1,228.3) 294.0 UNISYS CORP UIS US 2,504.0 (1,228.3) 294.0 UNISYS CORP UIS1 SW 2,504.0 (1,228.3) 294.0 UNISYS CORP USY1 GZ 2,504.0 (1,228.3) 294.0 UNISYS CORP USY1 QT 2,504.0 (1,228.3) 294.0 UNITI GROUP INC 8XC GR 5,017.0 (1,483.2) - UNITI GROUP INC UNIT US 5,017.0 (1,483.2) - UNITI GROUP INC 8XC TH 5,017.0 (1,483.2) - VALVOLINE INC 0V4 GR 2,297.0 (196.0) 373.0 VALVOLINE INC 0V4 TH 2,297.0 (196.0) 373.0 VALVOLINE INC VVVEUR EU 2,297.0 (196.0) 373.0 VALVOLINE INC 0V4 QT 2,297.0 (196.0) 373.0 VALVOLINE INC VVV US 2,297.0 (196.0) 373.0 VECTOR GROUP LTD VGR GR 1,505.1 (685.0) 220.5 VECTOR GROUP LTD VGR US 1,505.1 (685.0) 220.5 VECTOR GROUP LTD VGREUR EU 1,505.1 (685.0) 220.5 VECTOR GROUP LTD VGR TH 1,505.1 (685.0) 220.5 VECTOR GROUP LTD VGR QT 1,505.1 (685.0) 220.5 VERISIGN INC VRS TH 1,854.0 (1,490.1) 313.4 VERISIGN INC VRSN US 1,854.0 (1,490.1) 313.4 VERISIGN INC VRS GR 1,854.0 (1,490.1) 313.4 VERISIGN INC VRS SW 1,854.0 (1,490.1) 313.4 VERISIGN INC VRSN* MM 1,854.0 (1,490.1) 313.4 VERISIGN INC VRSNEUR EU 1,854.0 (1,490.1) 313.4 VERISIGN INC VRS GZ 1,854.0 (1,490.1) 313.4 VERISIGN INC VRS QT 1,854.0 (1,490.1) 313.4 VERTIV HOLDINGS VERT/U US 4,657.4 (704.8) 497.7 VERTIV HOLDINGS VRT US 4,657.4 (704.8) 497.7 VERTIV HOLDINGS 49V GR 4,657.4 (704.8) 497.7 VERTIV HOLDINGS 49V GZ 4,657.4 (704.8) 497.7 VERTIV HOLDINGS VRT2EUR EU 4,657.4 (704.8) 497.7 WATERS CORP WAZ TH 2,557.1 (216.3) 721.2 WATERS CORP WAT US 2,557.1 (216.3) 721.2 WATERS CORP WAZ GR 2,557.1 (216.3) 721.2 WATERS CORP WAZ QT 2,557.1 (216.3) 721.2 WATERS CORP WATEUR EU 2,557.1 (216.3) 721.2 WATERS CORP WAT* MM 2,557.1 (216.3) 721.2 WAYFAIR INC- A W US 2,953.0 (944.2) (234.4) WAYFAIR INC- A 1WF QT 2,953.0 (944.2) (234.4) WAYFAIR INC- A 1WF GZ 2,953.0 (944.2) (234.4) WAYFAIR INC- A 1WF GR 2,953.0 (944.2) (234.4) WAYFAIR INC- A 1WF TH 2,953.0 (944.2) (234.4) WAYFAIR INC- A WEUR EU 2,953.0 (944.2) (234.4) WESTERN UNIO-BDR WUNI34 BZ 8,758.5 (39.5) (171.1) WESTERN UNION WU US 8,758.5 (39.5) (171.1) WESTERN UNION W3U GR 8,758.5 (39.5) (171.1) WESTERN UNION W3U TH 8,758.5 (39.5) (171.1) WESTERN UNION WU* MM 8,758.5 (39.5) (171.1) WESTERN UNION WUEUR EU 8,758.5 (39.5) (171.1) WESTERN UNION W3U GZ 8,758.5 (39.5) (171.1) WESTERN UNION W3U QT 8,758.5 (39.5) (171.1) WIDEOPENWEST INC WU5 TH 2,471.6 (245.9) (108.7) WIDEOPENWEST INC WU5 GR 2,471.6 (245.9) (108.7) WIDEOPENWEST INC WOW1EUR EU 2,471.6 (245.9) (108.7) WIDEOPENWEST INC WU5 QT 2,471.6 (245.9) (108.7) WIDEOPENWEST INC WOW US 2,471.6 (245.9) (108.7) WINGSTOP INC WING1EUR EU 166.1 (209.4) (2.7) WINGSTOP INC WING US 166.1 (209.4) (2.7) WINGSTOP INC EWG GR 166.1 (209.4) (2.7) WINMARK CORP WINA US 59.9 (29.8) 29.9 WINMARK CORP GBZ GR 59.9 (29.8) 29.9 WW INTERNATIONAL WW US 1,498.3 (681.8) (98.7) WW INTERNATIONAL WW6 GR 1,498.3 (681.8) (98.7) WW INTERNATIONAL WW6 GZ 1,498.3 (681.8) (98.7) WW INTERNATIONAL WTWEUR EU 1,498.3 (681.8) (98.7) WW INTERNATIONAL WW6 QT 1,498.3 (681.8) (98.7) WW INTERNATIONAL WTW AV 1,498.3 (681.8) (98.7) WW INTERNATIONAL WW6 TH 1,498.3 (681.8) (98.7) WYNDHAM DESTINAT WD5 TH 7,453.0 (524.0) 479.0 WYNDHAM DESTINAT WD5 GR 7,453.0 (524.0) 479.0 WYNDHAM DESTINAT WYND US 7,453.0 (524.0) 479.0 WYNDHAM DESTINAT WYNEUR EU 7,453.0 (524.0) 479.0 WYNDHAM DESTINAT WD5 QT 7,453.0 (524.0) 479.0 YELLOW PAGES LTD Y CN 326.9 (16.7) 75.2 YUM! BRANDS -BDR YUMR34 BZ 5,231.0 (8,016.0) (14.0) YUM! BRANDS INC TGR TH 5,231.0 (8,016.0) (14.0) YUM! BRANDS INC TGR GR 5,231.0 (8,016.0) (14.0) YUM! BRANDS INC YUM* MM 5,231.0 (8,016.0) (14.0) YUM! BRANDS INC YUMUSD SW 5,231.0 (8,016.0) (14.0) YUM! BRANDS INC TGR GZ 5,231.0 (8,016.0) (14.0) YUM! BRANDS INC YUMEUR EU 5,231.0 (8,016.0) (14.0) YUM! BRANDS INC TGR QT 5,231.0 (8,016.0) (14.0) YUM! BRANDS INC YUM SW 5,231.0 (8,016.0) (14.0) YUM! BRANDS INC YUM US 5,231.0 (8,016.0) (14.0) YUM! BRANDS INC YUM AV 5,231.0 (8,016.0) (14.0) YUM! BRANDS INC TGR TE 5,231.0 (8,016.0) (14.0) ********* 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. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. 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. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***