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/raid1/www/Hosts/bankrupt/TCR_Public/200422.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, April 22, 2020, Vol. 24, No. 112 Headlines 2045 E HIGHLAND: $4.1M Sale of San Juan Capistrano to Mission OK'd A.J. MCDONALD: $10K Sale of Mini-Excavator to Robert Approved ABA THERAPY: Court Says PCO Not Necessary ADAMIS PHARMACEUTICALS: Receives $3.2M Loan Proceeds Under PPP AGERA ENERGY: Unsecureds to Recover 1% to 16% in Plan APPLE LAND: April 29 Preliminary Confirmation Hearing ASBURY AUTOMOTIVE: S&P Affirms 'BB+' ICR; Outlook Negative AUTOCANADA INC: S&P Downgrades ICR to 'B-'; Outlook Negative BIG RBOTHERS: Sale of Substantially All Assets Approved BIOLASE INC: CEO Norbe Agrees to a 40% Salary Cut BON WORTH: To Assign Lease Agreement to BWH BREDA LLC: US Trustee Objects to Disclosure Statement BRISTOL HEALTHCARE: Trustee's May 4 Auction of All Assets Set BROADVISION INC: May 14 Hearing on Prepackaged Plan BROWNIE'S MARINE: Grants CEO Option to Buy 125M Common Shares BRUCE ELIEFF: May 19 Auction of Morse's Irvine Property Set CALUMET SPECIALTY: S&P Alters Outlook to Neg., Affirms 'B-' ICR CAREVIEW COMMUNICATIONS: Secures $781,800 Loan Under CARES Act CAREVIEW COMMUNICATIONS: Signs Fourth Amendment to Rockwell Note CARRIE JO FERLICKA: $925K Sale of Helena Property Approved in Part CHAPARRAL ENERGY: S&P Downgrades ICR to 'CCC-'; Outlook Negative CINEMARK HOLDINGS: S&P Rates $250MM Senior Secured Notes 'BB+' CLEARPOINT NEURO: Dr. Matthew Klein Joins Board of Directors CLEVELAND-CLIFFS INC: S&P Cuts ICR to 'B-' on Earnings Decline CORSI CAB: $433K Sale of Sincere's NYC Taxi Medallions Confirmed COVIA HOLDINGS: Board OKs Change in Variable Compensation Program COVIA HOLDINGS: Receives Noncompliance Notice from NYSE COVIA HOLDINGS: Takes Actions in Response to COVID-19 Pandemic EXELA TECHNOLOGIES: Elects Two New Directors to Fill Vacancies FORUM ENERGY: Commences Tender Offer and Consent Solicitation FRONTIER COMMUNICATIONS: S&P Cuts ICR to 'D' on Chapter 11 Filing GLOBAL EAGLE: Board Approves 1-for-25 Reverse Stock Split HANNON ARMSTRONG: S&P Rates Senior Notes Due 2025 'BB+' HUDSON TECHNOLOGIES: Has Until Oct. 12 to Regain Nasdaq Compliance ICONIX BRAND: Receives Noncompliance Notice from Nasdaq ISLAND VIEW: Trustee's Sale of Residential Units in Phase 1 Okayed JOSEPH A. BRENNICK: $410K Sale of Conway Property to Durkits Okayed KAMC HOLDINGS: S&P Downgrades ICR to 'B-'; Outlook Stable LINCOLN PARK, MI: S&P Alters Outlook to Negative LINDRAN PROPERTIES: June 4 Auction of Chicago Property Set LONE STAR: Sale of Approx. 32-Acre San Antonio Property Approved MAGNUM MRO: Sale of McKinney Property Approved MARRONE BIO: Secures $1.7M Loan Under Paycheck Protection Program MARY MALONE: $2M Sale of Dallas Property to Chatman Approved MORRIS SCHNEIDER: Trustee's $15K Sale of Remnant Assets to Oak OK'd NEWSCO INTERNATIONAL: Proposed Sale of Excess Equipment Approved NORTHERN DYNASTY: Court Rejects Suit Filed by Anti-Pebble Activists NORTHWEST COMPANY: Seeks Chapter 11 Bankruptcy ORIGIN AGRITECH: Signs $5M Purchase Agreement with Oasis Capital PALM BEACH BRAIN: $1.5M Private Sale of Midtown Assets to Approved PINCKNEY COMMUNITY SCHOOLS, MI: S&P Lowers GO Rating to 'BB+' PRIORITY HOLDINGS: S&P Downgrades ICR to 'CCC+'; Outlook Negative PULMATRIX INC: H.C. Wainwright to Serve as Placement Agent PULMATRIX INC: Inks Collaboration & License Deal with Sensory Cloud REVERE POWER: S&P Lowers Senior Secured Debt Rating to 'B+' RICKY TUCKER: Sale of 344-Acre Berrien County Property Approved RIOT BLOCKCHAIN: Kairos Extends 7725 Reno Lease Until June 30 RUSSEL METALS: S&P Downgrades ICR to 'BB' on Weaker Steel Demand SENIOR CARE: May 5 Auction of All Key West Operating Assets Set SIX FLAGS: S&P Assigns 'BB-' Rating to New Senior Secured Notes SPIRIT AEROSYSTEMS: S&P Affirms 'BB-' Rating on Second-Lien Notes STAR CHAIN: Proposed Sale of Assets to Captain D's Approved SUNOPTA INC: Secures US$60 Million Equity Commitment SUNPOWER CORP: Temporarily Cuts Executive Pay by up to 50% SWINGING TAIL: $12K Sale of 11 Heifers to Turbeville Approved THURSTON MANUFACTURING: $855K Sale of Thurston Equipment Approved TRANSCENDIA HOLDINGS: S&P Lowers ICR to 'CCC+'; Outlook Negative UC COLORADO: Case Summary & 20 Largest Unsecured Creditors UNIT CORP: Grant Thornton Replaces PwC as Accountant UNITED CANNABIS: Case Summary & 20 Largest Unsecured Creditors URBAN ONE: S&P Lowers ICR to 'CCC'; Outlook Negative VENUS CONCEPT: Global Sales President Leaves Company W. KEN TGANSKE: $675K Sale of Bristol Property to Reikenas Approved WINDSTREAM HOLDINGS: Non-Obligor Unsecureds to Get 100% in Plan YUNHONG CTI: Signs 2nd Amended Purchase Agreement with LF Int'l [*] S&P Takes Various Rating Actions on Business Services Sector ********* 2045 E HIGHLAND: $4.1M Sale of San Juan Capistrano to Mission OK'd ------------------------------------------------------------------ Judge Theodor C. Albert of the U.S. Bankruptcy Court for the Central District of California authorized 2045 E. Highland, LLC's sale of a parcel of real property commonly known as 32201 Camino Capistrano, San Juan Capistrano, California to Mission Village/The Village LLC for $4,090,000, on the terms set forth in their Sale Agreement. The sale is free and clear of all Encumbrances. The Court concluded an auction with Mission Village as the successful bidder and Eric Wohl as the runner up bidder with a second highest bid of $4,040,000. The paragraph 1.7 of the Lease Agreement will be permitted to be modified from 10 years to five years at the discretion of the Purchaser and paragraph 2.3 regarding option terms will be permitted to be deleted at the discretion of the Purchaser. The Debtor's sale of the Property to Purchaser or Back-Up Bidder, if applicable, will be consummated in accordance with the terms of the Sale Agreement and the Order. The sale of the Property is on an "as is" and "where is" basis, without any warranty or recourse. The proceeds from the Debtor's sale of the Property will be distributed (and any escrow company involved will distribute the sale proceeds) as follows: a. All outstanding real property taxes will be paid in full at the sale closing (Statutory lien of County of Orange, estimated to be $117,566); b. The trust deed debts owing to Seacoast Commerce Bank will be paid in full at the sale closing (in the estimated amount of approximately $3,272,283); c. Henry Kumagai will be paid the amount of $35,000 at the sale closing; d. Broker fees will be paid in the amount of $105,600 at the sale closing; e. Escrow charges to Seller in an amount not to exceed $5,564 plus the applicable County transfer taxes, if any. f. Tax payments for the 2018 Defaulted Real Property Taxes and the defaulted 1st Installment of the 2019-2020 Real Property Taxes. g. Other Closing Costs, including Seller’s pro-rated portion of the 2nd Installment of the 2019-2020 Real Property Taxes, in an amount not to exceed $12,500. h. The balance of the sale proceeds will be deposited into the State Bar of California client trust account maintained by the Debtor's bankruptcy counsel, Ure Law Firm, APC and will remain in that trust account pending further Order of the Court. In the event that Purchaser's is unable to close on the Property in accordance with the terms of the Sale Agreement within 30 days of the entry of this order, the $79,000 deposit will be forfeited to the estate and Debtor is authorized to sell the Property to Eric Wohl (Back-up Bidder) on the same terms and conditions stated in the Order for $4,040,000. The Back-up Bidder will be required to close within 30 days of receiving Notice from the Debtor of the Purchaser's failure to close according to the same terms of the Sale Agreement and Lease Agreement (as modified as to term and options only). Notwithstanding any other provision of the Sale Order or the Purchase Agreement, the Property will not include, and the Debtor will not transfer to the Buyer free and clear of liens pursuant to the Sale Order or the Purchase Agreement, any furniture, fixtures, equipment, general intangibles, inventory, cash collateral, or other personal property (including to the extent such personal property has become attached as a fixture to the Property) that is subject to any lien or security interest of Northeast Bank. The 14-day stay as provided in FRBP 4001(a)(3) is waived. About 2045 E. Highland 2045 E Highland, LLC, owns a tire and auto service shop in San Juan Capistrano, California. 2045 E Highland, based in San Juan Capistrano, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-11458) on April 19, 2019. In the petition signed by Javier Salas, president, the Debtor disclosed $1,747,600 in assets and $3,367,198 in liabilities. The Hon. Theodor Albert oversees the case. Thomas B. Ure, Esq., at Ure Law Firm, serves as bankruptcy counsel to the Debtor. On Aug. 24, 2019, the Court approved Luke Raimondo of Savills, Inc., as the Debtor's broker. A.J. MCDONALD: $10K Sale of Mini-Excavator 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 a mini-excavator described as Kubota K008T4, Serial Number 41593, to Robert F Beall & Sons, Inc., for $10,000, 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 estimated 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. ABA THERAPY: Court Says PCO Not Necessary ----------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida granted the Motion to Waive the Appointment of Patient Care Ombudsman for ABA Therapy Solutions. Based on the record, the Court finds that the appointment of a Patient Care Ombudsman pursuant to 11 U.S.C. Section 333 is not necessary under the specific facts of this case. The Court, on motion of the United States trustee or a party in interest, may order the appointment at any time during the case if the Court finds that the appointment of an ombudsman is necessary to protect patients. The Debtor is directed to report to the Court of any events which may suggest the need for the Court to reconsider the appointment of an ombudsman, including, by way of example, a substantial change to professional staffing, substantial reduction in the support staff, significant reduction in revenues or increase in expenses, inability to meet payroll or other critical expenses, existence of malpractice claims or grievances made by patients, and any reports or other actions taken by any regulatory agency. As reported by the Troubled Company Reporter, ABA Therapy Solutions contends, however, that appointment of a patient care ombudsman is unnecessary and that the Court should exercise it discretion to waive the requirement that one be appointed. Gary Peirce is the Debtor's chief financial officer, responsible for incoming and outgoing funds, budgets, monthly financials, negotiating vendor contracts, purchasing and banking needs. Linda Peirce is the Debtor's executive clinical director, and is a board-certified behavior analyst, who directs all clinical services and provides consultation and oversight of all programming for over 100 clients. The Debtor asserts that the reason for the filing of the Chapter 11 is not related to any patient care issues. The Debtor is not aware of any pending governmental investigations; nor is the Debtor a party to any malpractice actions. In this instance, the Debtor did not file bankruptcy due to any issues related to negligence of deficiencies in patient care, such as a malpractice lawsuit. The Debtor says the cause of the bankruptcy filing was related to the fact that the Debtor's expenses exceeded its revenue and it was unable to meet its monthly debt service obligations. The Debtor, however, points out it is making payments each month by way of a Settlement Agreement to the Agency for Health Care Administration related to a Medicaid overpayment, not related to patient care issues. More specifically, this case filing is the result of several business loan agreements that proved to be overwhelmingly burdensome to the estate. The Debtor believes the Chapter 11 process will allow opportunity for the business loan agreements to be repaid in an orderly fashion to allow the Debtor to restructure its debts. It is expected that cash flow will be improved as a result of the bankruptcy stay and the Debtor will be able to easily address the needs of its patients from a financial standpoint. The Debtor maintains that an ombudsman is not necessary and would add an additional layer of administrative expense that should be avoided in this matter. The Debtor is already subject to monitoring by a number of governmental agencies and has remained in compliance with all regulations since its inception in 2013. While it is obviously in the Debtor's financial interests to provide excellent patient care, various regulatory, licensing and supervising entities ensure that the care provided by the Debtor's meets objective standards imposed by international standards. About ABA Therapy Solutions, LLC Based in Stuart, Florida, ABA Therapy Solutions, LLC, provides in-home and clinic services covering language, behavioral, self-help skills and social skills services for individuals with autism spectrum disorders, down syndrome and other developmental disabilities. ABA Therapy Solutions, founded in 2012 by Linda Peirce, is owned by the husband and wife team of Gary and Linda Peirce, who each own 50% of the Debtor. ABA Therapy filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla., Case No. 20-10208) on January 7, 2020. The petition was signed by Linda Peirce, managing member. Judge Erik P. Kimball presides over the case. Craig I. Kelley, Esq., at Kelley, Fulton & Kaplan, P.L., serves as counsel to the Debtor. ABA Therapy listed $157,637 in total assets and $1,342,155 in total liabilities. ADAMIS PHARMACEUTICALS: Receives $3.2M Loan Proceeds Under PPP -------------------------------------------------------------- Adamis Pharmaceuticals Corporation has received loan proceeds of $3,191,700 under the Paycheck Protection Program. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business, calculated as provided under the PPP. The PPP provides a mechanism for forgiveness of up to the full amount borrowed after eight weeks as long as the borrower uses the loan proceeds during the eight-week period after the loan origination for eligible purposes, including payroll costs, certain benefits costs, rent and utilities costs or other permitted purposes, and maintains its payroll levels, subject to certain other requirements and limitations. The amount of loan forgiveness is subject to reduction, among other reasons, if the borrower terminates employees or reduces salaries during the eight-week period. The PPL Loan is evidenced by a promissory note given by the Company as borrower to Arvest Bank, as the lender. The interest rate on the Note is 1.0% per annum. Payments of principal and interest are deferred for seven months from the date of the Note. Any unforgiven portion of the PPP Loan is payable over the two year term, with payments deferred during the Deferral Period. The Company is permitted to prepay the Note at any time without payment of any premium. About Adamis Pharmaceuticals Adamis Pharmaceuticals Corporation -- http://www.adamispharmaceuticals.com/-- is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including respiratory disease, allergy and opioid overdose. The company's SYMJEPI (epinephrine) Injection 0.3mg and SYMJEPI (epinephrine) Injection 0.15mg products were approved by the FDA for use in the emergency treatment of acute allergic reactions, including anaphylaxis. In July 2019, Sandoz, a division of Novartis Group, announced it had fully launched both in the U.S. Adamis is developing additional products, including a naloxone injection product candidate, ZIMHI, for the treatment of opioid overdose, and a metered dose inhaler and dry powder inhaler product candidates for the treatment of asthma and COPD. The company's subsidiary, U.S. Compounding, Inc., compounds sterile prescription drugs, and certain nonsterile drugs for use by hospitals, clinics and surgery centers throughout most of the United States. Adamis reported a net loss of $29.31 million for the year ended Dec. 31, 2019, compared to a net loss of $39 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $47.84 million in total assets, $11.80 million in total liabilities, and $36.04 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Diego, California, the Company's auditor since 2007, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has incurred recurring losses from operations and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AGERA ENERGY: Unsecureds to Recover 1% to 16% in Plan ----------------------------------------------------- Agera Energy LLC and its debtor affiliates filed a Joint Chapter 11 Plan of Liquidation and a corresponding Disclosure Statement on April 1, 2020. Objections to confirmation of the Plan are due June 3, 2020 at 4:00 p.m. Ballots are due June 3, 2020 at 4:00 p.m. The hearing to consider confirmation of the Plan is June 8, 2020 at 2:00 p.m. The Debtors estimated that, as of the Petition Date, approximately $82 million of general unsecured debt was outstanding, comprised primarily of trade claims, obligations related to REC and ACP obligations, and broker commission payments. The Plan is a plan of liquidation. In general, a chapter 11 plan of liquidation (i) divides claims and equity interests into separate classes, (ii) specifies the property that each class is to receive under the plan, and (iii) contains other provisions necessary to implement the Plan. Generally, the Plan establishes a mechanism by which assets of the Estates will be distributed to holders of Claims and Interests, in the order set forth in the Plan. The Class 1B Allowed Prepetition BP Secured Claim totaling $[130,270,000] is impaired. The class has an estimated recovery of 78% to 85%. The holder will receive return of proceeds from the sale of the Prepetition Collateral and any Prepetition Collateral, including, among other things, the Posted Collateral, subject to Other Secured Claims. Class 2 Allowed General Unsecured Claims owed $21,700,000 to $161,000,000 will recover 1% to 16%. Each holder of an Allowed General Unsecured Claim shall receive one or more Distributions equal to its Pro Rata share of the General Unsecured Creditor Interests as such Distributions become available as is reasonably practicable in the reasonable discretion of the Liquidation Trustee. Class 3 Allowed BP Deficiency Claim and Allowed BP Subordinated Claim totaling $36,609,959 to $44,983,645 are impaired. The estimated recovery is 0%. Each holder of an Allowed BP Deficiency Claim and Allowed BP Subordinated Claim shall receive its pro rata share of the proceeds of the Subordinated Creditor Fund as such funds become available as is reasonably practicable in the reasonable discretion of the Liquidation Trustee. Class 4 Allowed Prepetition CBLIC Claims totaling $35,699,288 to $36,761,160 are impaired. The estimated recovery is 0%. Any Allowed Prepetition CBLIC Claims are contractually subordinated to the Prepetition BP Secured Claim and the BP Subordinated Claim and will not receive any distributions on account of such claims until the BP Deficiency Claim and the Allowed BP Subordinated Claim have been paid in full. Class 5 Interests are Impaired. No holder of an Interest shall be entitled to a Distribution under the Plan on account of such Interest. On the Effective Date, all Interests shall be retired, cancelled, extinguished, and/or discharged. The Plan shall be funded from the Effective Date Cash and any other Assets of the Estates. A full-text copy of the Disclosure Statement dated April 1, 2020, is available at https://tinyurl.com/vowoena from PacerMonitor.com at no charge. Counsel to the Debtors: Timothy W. Walsh Darren Azman Ravi Vohra Natalie Rowles MCDERMOTT WILL & EMERY LLP 340 Madison Avenue New York, New York 10173 Telephone: (212) 547-5615 Facsimile: (212) 547-5444 About Agera Energy Headquartered in Briarcliff Manor, N.Y., and established in 2014, Agera Energy -- http://www.ageraenergy.com/-- is a retail energy supplier offering a one-stop-shop for energy supply, efficiency and audit services. Serving a national footprint of customers, the company supplies residential and business customers, ranging from the smallest apartments to the largest industrial users, with electricity and natural gas. With best-in-class energy solutions, Agera Energy focuses on its customers so they can focus on their homes and businesses. Agera Energy LLC and five subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-23802) on Oct. 4, 2019, in White Plains, N.Y. Agera Energy was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. The Hon. Robert D. Drain oversees the cases. The Debtors tapped McDermott Will & Emery LLP as counsel; Stifel, Nicolaus & Co., Inc. and Miller Buckfire & Co., LLC as an investment banker; and GlassRatner Advisory & Capital Group, LLC as financial advisor. Stretto is the claims agent. The U.S. Trustee for Region 2 appointed creditors to serve on the official committee of unsecured creditors on Oct. 11, 2019. APPLE LAND: April 29 Preliminary Confirmation Hearing ----------------------------------------------------- The preliminary hearing to consider confirmation of the Chapter 11 Plan of Apple Land Sports Supply, Inc., is scheduled for Wednesday, April 29, 2020 at 10:00 a.m. at the U.S. Bankruptcy Court, 120 N. Henry St., Room 350, Madison, Wisconsin. If you do not want the Court to approve said Plan and Disclosure Statement, or if you want the Court to consider your views on them, then on or before April 29, 2020, you must file with the Court, your position in said matter and request a hearing and file your original document with the United States Bankruptcy Court, 120 N. Henry St., Room 350, Madison, Wisconsin 54701 and a copy to Attorney Greg P. Pittman, 712 Main Street, La Crosse, Wisconsin 54601. Attorney for the Debtors: Greg P. Pittman PITTMAN AND PITTMAN LAW OFFICES, LLC 712 Main Street La Crosse, WI 54601 Tel: (608) 784-0841 About Apple Land Sports Supply Apple Land Sports Supply Inc., a wholesaler of sporting goods, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 19-12609) on Aug. 1, 2019. At the time of the filing, Apple Land Sports Supply disclosed assets of between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Catherine J. Furay. Apple Land Sports Supply is represented by Pittman & Pittman Law Offices, LLC. ASBURY AUTOMOTIVE: S&P Affirms 'BB+' ICR; Outlook Negative ---------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' rating on auto retailer Asbury Automotive Inc. The coronavirus pandemic has disrupted Asbury's operations at its stores in most of its end markets, which will weaken its revenue and cash flows. The company's severe cost-reduction efforts to resize its business to minimal activity levels will not be sufficient to offset the significant decline in its volumes and the potentially delayed recovery in traffic at its dealerships. For instance, S&P estimates that U.S. vehicle sales have declined 50%-70% from normal expected March volume. Though it derives most of its revenue from vehicle sales, its parts and services (P&S) business is the most profitable segment because it contributes about 50% of the company's gross profit. This business model benefits from recurring revenue that acts as a stabilizing force, which is especially helpful during a typical downturn. However, virtually all of its U.S. dealerships are located in markets operating under some type of shelter-in-place or other travel restrictions per state and local orders. Although the company's dealership service facilities remain open to provide essential services to its customers, S&P expects lower service activity levels because fewer vehicles are on the road due to government restrictions and customer concerns related to the pandemic. Incorporating the impact of the terminated acquisition, Asbury's portfolio mix will remain at 33% from the luxury segment (compared to 50% pro forma for Park Place), which tends to deliver more stable margins significantly above those from mid-line import and domestic brands. Environmental, social, and governance (ESG) factors relevant to the rating action: -- Health and safety The negative outlook incorporates the risk that Asbury cannot maintain credit metrics in line with S&P's base case due tougher macroeconomic trends. "We could lower the rating if free operating cash flow (FOCF) to debt will likely approach 10% or less on a sustained basis, due the ongoing economic downturn. A downgrade could also occur if, contrary to our base case, Asbury's financial policy supports debt-funded acquisitions or share repurchases ahead of debt reduction over the next 12 months," S&P said. "We could revise the outlook to stable if debt to EBITDA appears on track to remain below 3.5x by 2021, with FOCF to debt of over 10% through a combination of debt reduction and EBITDA recovery," the rating agency said. AUTOCANADA INC: S&P Downgrades ICR to 'B-'; Outlook Negative ------------------------------------------------------------ S&P Global Ratings lowered its ratings on AutoCanada Inc. by one notch, including its issuer credit rating (ICR) on the company, to 'B-' from 'B'. S&P expects earnings and cash flow to fall significantly in 2020 stemming from consumer fears of contracting or spreading COVID-19. The downgrade reflects the rating agency's view that the coronavirus pandemic has led to consumers limiting trips outside their homes out of fears of contracting or spreading COVID-19. S&P believes this will lead to a significant drop in sales volumes for auto retailers this year, with the second quarter being the hardest hit. S&P's base-case scenario assumes AutoCanada's revenue and adjusted EBITDA will fall by at least 25% and 50%, respectively, in 2020, contributing to credit measures that are meaningfully weaker than the rating agency previously expected. S&P estimates adjusted FOCF-to-debt close to negative 5%, with double-digit adjusted debt-to-EBITDA. S&P assumes earnings and cash flow generation will recover meaningfully in 2021, with adjusted debt-to-EBITDA returning to about 6x and positive FOCF generation. S&P Global Economics' forecast assumes a recovery for the economy in the second half of 2020, but the path and severity of the pandemic, which is unknown, will dictate when the rebound will start. Beyond the impact of the coronavirus outbreak, S&P believes sharply weaker oil prices could have a disproportionate effect on new vehicle sales in the province of Alberta, where economic conditions are largely tied to demand for oil. This could also somewhat slow AutoCanada's recovery given that approximately one-third of the company's revenue is generated in that province. The negative outlook primarily reflects the uncertainty about the length and severity of the coronavirus outbreak, which could contribute to negative FOCF for an extended period and reduce available liquidity. "We could lower our ratings on the company within the next 12 months if 2020 operating results are weaker than we expect with a slower recovery next year. In this scenario, we would likely expect negative to near-breakeven FOCF or adjusted funds from operations (FFO)-to-cash interest coverage below 1.5x for an extended period, leading us to conclude that AutoCanada's financial commitments are unsustainable in the long term. We could also lower our ratings on AutoCanada if the company breaches any of its financial covenants with no relief provided by its lenders," S&P said. "We could revise our outlook on AutoCanada to stable within the next 12 months if we expect the company to generate positive annual FOCF-to-debt that is approaching 5% and adjusted FFO-to-cash interest coverage above 1.5x after 2020. In this scenario, we would expect improved prospects for auto sales as the impact of COVID-19 abates and for the company to generate sufficient cash flow from operations to cover its fixed charges and reduce net debt," the rating agency said. BIG RBOTHERS: Sale of Substantially All Assets Approved ------------------------------------------------------- Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey authorized Big Brothers Big Sisters of Northern New Jersey, Inc.'s sale of substantially all assets to Big Brothers and Big Sisters of Monmouth & Middlesex Counties, Inc., in exchange for the Buyer's commitment to incorporate the Debtor's territory into its own, and to immediately assimilate and service the current families. The Assets include all of its right, title and interest in (i) program data, files in all forms, digital or otherwise, containing information as to volunteers and families, (ii) books and records, (iii) Fund Raising data bases; (iv) right to receive any committed donations, to the extent assignable; (v) franchise license, to the extent transferable; (vi) websites; (vii) telephone numbers; (viii) interests in and right to receive Grants, to the extent transferable; and (ix) right, but no obligation, to hire any employees. The sale is free and clear of liens, claims, and encumbrances. The Order will be effective immediately upon entry, notwithstanding anything to the contrary in the Bankruptcy Rules or Local Rules. For the avoidance of doubt, the 14-day stay imposed by Bankruptcy Rule 6004(h) is waived. About Big Brothers Big Sisters of Northern New Jersey, Inc. Big Brothers Big Sisters of Northern New Jersey, Inc. is a 501(c)(3) charitable organization/corporation which provides mentoring opportunities by pairing adult role models with at-risk youth. It pairs a child with a role model creating a 1-to-1 relationship built on trust and friendship that can blossom into a future of unlimited potential. Serving Morris, Bergen, Passaic and Sussex, the Debtor was founded in 1967 and was one of six chapters nationwide to receive the Quality Award for 2009 Performance. Big Brothers Big Sisters of Northern New Jersey, Inc., sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-29833) on Oct. 21, 2019. The petition was signed by Louis Vetere, Chairman, Board of Trustees. The Debtor was estimated to have assets in the range of $100,001 to $500,000, and $500,001 to $1 million. The Debtor tapped Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, as counsel. BIOLASE INC: CEO Norbe Agrees to a 40% Salary Cut ------------------------------------------------- Biolase, Inc. and Todd A. Norbe, the Company's president and chief executive officer, entered into a letter agreement amending Mr. Norbe's employment agreement with the Company, dated Aug. 7, 2018, wherein Mr. Norbe's minimum annual base salary was reduced by 40%, from $400,000 per annum to $240,000 per annum, in connection with the Company's COVID-19 cost reduction measures, for a temporary period of time running from April 12, 2020 through the date that the Company's Board of Directors approves the Company's return-to-work plan wherein the Company's furlough is fully lifted. In addition, on April 12, 2020, the Company and John R. Beaver entered into a letter agreement amending Mr. Beaver's Employment Agreement with the Company, dated Sept. 30, 2017, wherein Mr. Beaver's minimum annual base salary was reduced by 40%, from $325,000 per annum to $190,000 per annum, in connection with the Company's COVID-19 cost reduction measures, for a temporary period of time running from April 12, 2020 through the date that the Company's Board of Directors approves a return-to-work plan wherein the Company's furlough is fully lifted. About BIOLASE BIOLASE -- http://www.biolase.com/-- is a medical device company that develops, manufactures, markets, and sells laser systems in dentistry, and medicine. BIOLASE's products advance the practice of dentistry and medicine for patients and healthcare professionals. BIOLASE's proprietary laser products incorporate approximately patented 208 and 56 patent-pending technologies designed to provide biologically clinically superior performance with less pain and faster recovery times. BIOLASE's innovative products provide cutting-edge technology at competitive prices to deliver superior results for dentists and patients. BIOLASE's principal products are revolutionary dental laser systems that perform a broad range of dental procedures, including cosmetic and complex surgical applications, and a full line of dental imaging equipment. BIOLASE has sold over 41,000 laser systems to date in over 80 countries around the world. Laser products under development address BIOLASE's core dental market and other adjacent medical and consumer applications. Biolase reported a net loss of $17.85 million for the year ended Dec. 31, 2019, compared to a net loss of $21.52 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $31.85 million in total assets, $27.51 million in total liabilities, $3.96 million in total redeemable preferred stock, and $377,000 in total stockholders' equity. BDO USA, LLP, in Costa Mesa, California, the Company's auditor since 2005, issued a "going concern" qualification in its report dated March 27, 2020 citing that the Company has suffered recurring losses from operations, has negative cash flows from operations and has uncertainties regarding the Company's ability to meet its debt covenants and service its debt. These factors, among others, raise substantial doubt about its ability to continue as a going concern. BON WORTH: To Assign Lease Agreement to BWH ------------------------------------------- Judge George R. Hodges the U.S. Bankruptcy Court for the Western District of North Carolina has issued an agreed order resolving creditor Mark H. Rueter's request for relief from automatic stay and assuming lease in connection with Bon Worth, Inc.'s sale of substantially all assets to Bon Worth Holdings, Inc. ("BWH"), the assignee of Merchant Coterie, Inc. In exchange, the Purchaser paid the following: In addition to the assumption of the Assumed Liabilities and the Cure Costs, the aggregate consideration for the sale, transfer and delivery of the Purchased Assets, at the Closing, will be an amount equal to (i) the amount required to be escrowed with various estate professionals in order to replenish the aggregate net balance of deposits held by or for estate professionals to $100,000 as of the time of Closing; (ii) $25,000 in cash to the estate; (iii) the then outstanding payoff amount for the debt owed to Crossroads (projected to be approximately $1.3 million) payable to Crossroads in cash at closing; (iv) the then outstanding amount owed to Merchant Coterie, Inc, on account of the post-petition loan it provided to the Debtor (projected to be approximately $2,365,400) payable in the form of credit bid rights under Section 363(k) of the Bankruptcy Code consisting of the surrender and release by Purchaser of the Liabilities arising under, or otherwise relating to, the MCI DIP Loan Agreement. Mr. Rueter is a creditor of the Debtor and the bankruptcy estate holding a claim evidenced by a Lease Agreement dated March 1, 1997 and an Assignment appearing of record in the Register of Deeds Office for Sevier County, Tennessee in Book 3574, Page 381 concerning certain non-residential real property located in Sevier County, Tennessee and being 8,000 square feet of retail space located at 2850 Parkway, Pigeon Forge, Tennessee ("Leased Premises"). The Lease Agreement is an unexpired lease. The Leased Premises is non-residential real property. On Oct. 4, 2019, the Debtor filed its Sale Motion to sell substantially all of its assets and to assume and assign certain executory contracts and unexpired leases. On Nov. 15, 2019, the Court entered the Sale Order approving the Sale Motion. Effective as of Nov. 16, 2019, in accordance with the Sale Order, the Debtor sold substantially all of its assets to BWH. Pursuant to paragraph 33 of the Sale Order, the Debtor may assume or reject unexpired leases up to March 13, 2020. Pursuant to the Sale Order and the underlying Asset Purchase Agreement, the responsibility for financial obligations under the Lease Agreement from the Petition Date through the Lease Rejection Date will be the ultimate responsibility of BWH. On and after the Lease Rejection Date (March 13, 2020), the Debtor will be released from any further liability under the Lease Agreement. BWH continues to occupy the Leased Premises. As of the filing of the Motion, the Debtor and/or BWH have not made payments to Mr. Rueter as required by the Lease Agreement and/or the Sale Order. The Debtor has not complied with the terms of the Lease Agreement. The Debtor has defaulted under the terms of the Lease Agreement. Pursuant to 11 U.S.C. Section 365, the Court approves the Debtor's assumption of the Lease Agreement and the Debtor is authorized to assume the Lease Agreement. The Debtor is authorized to assume and assign the Lease Agreement to BWH which assignment will be effective upon entry of the Order. BWH will enter into a Commercial Sublease Assumption and Modification including modifications to the Lease Agreement, which has been negotiated and agreed to between BWH and Mr. Rueter. BWH will execute the Assumption and Modification immediately upon the Court's entry of the Order. As of March 4, 2020, the Debtor's pre and post-petition defaults owed to Mr. Rueter under the Lease Agreement are in the amount of $73,722 plus other contractual fees and expenses authorized by the Agreement. BWH, as assignee of the Lease Agreement, will promptly cure the Default Amount by making payments to Mr. Rueter as follows: one (1) payment in the amount of $24,574 immediately upon the Court's entry of the Order; one (1) payment in the amount of $24,574 on March 13, 2020; and one payment in the amount of $24,574 on March 20, 2020. BWH and Mr. Rueter agree that the cure amount terms described satisfy the requirements for assumption of the Agreement such that upon the entry of the Order, all existing defaults are waived and no defaults under the Agreement will be deemed to exist. BWH will begin making the regular monthly payment required by the Lease Agreement, as modified by the Assumption and Modification, to Mr. Rueter on April 1, 2020. In the event that BWH or its successors and/or assigns fails to make any of the Cure Payments or if BWH fails to execute the Assumption and Modification then without further notice, motion, hearing or Order of the Court, Mr. Rueter will be granted immediate relief from the automatic stay provisions with respect to the Leased Premises and the Debtor, thereby entitling him to exercise any and all rights against the Leased Premises, the Debtor and BWH as permitted by the Lease Agreement as modified by the Assumption and Modification and applicable non-bankruptcy law. In the event that the automatic stay is terminated, then the Debtor and BWH expressly agree that they will immediately vacate the Leased Premises voluntarily and deliver possession of the Leased Premises to Mr. Rueter without Mr. Rueter's being required to file a detainer summons and action to recover possession of the Leased Premises pursuant to Tenn. Code Ann. Sections 29-18-101 et seq. In the event that the Debtor, its successors and/or assigns do not comply with any provisions of the Order, Mr. Rueter will be entitled to seek relief from the Court to enforce the Order and obtain any other relief to which he is entitled under Title 11 U.S.C. and/or which the Court deems just and proper. The provisions of Rule 4001(a)(3), Federal Rules of Bankruptcy Procedure, are deemed waived and, furthermore, the Order will be effective and enforceable immediately upon entry and will not be stayed pursuant to Bankruptcy Rule 6006(d). About Bon Worth Bon Worth Inc. -- https://www.bonworth.com/ -- is a retailer of women's fashion having retail stores located in the U.S. and maintaining an online presence through its website and on Facebook. Founded in 1966, the business is wholly owned by Kyong Kook Kim, the sole shareholder. As of August 2019, it had 50 retail stores. Bon Worth once operated more than 300 stores across the U.S. Bon Worth currently employs 200 hourly and 15 salaried employees at headquarters and at stores throughout the country. Bon Worth sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 19-10317) on Aug. 16, 2019. In its petition, the Debtor was estimated to have assets of $1 million to $10 million and debt of $10 million to $50 million. The Hon. George R. Hodges is the case judge. Horack, Talley, Pharr & Lowndes, P.A., is the Debtor's counsel. BREDA LLC: US Trustee Objects to Disclosure Statement ----------------------------------------------------- The United States Trustee objects to the Disclosure Statement with respect to the Second Amended Plan of Reorganization of Breda, a Limited Liability Company. According to the U.S. Trustee, the Disclosure Statement does not contain adequate information with respect to quarterly fees due and owing to the United States Trustee pursuant to 28 U.S.C. Sec. 1930 (the "UST Fees"). While the Disclosure Statement does include UST Fees in its description of unclassified claims and provide that those fees are to be paid as of the Effective Date, see Disclosure Statement at section 3.1, the Debtor fails to disclose both that it is delinquent on those fees and the amount owed. 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 were each estimated to have 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. BRISTOL HEALTHCARE: Trustee's May 4 Auction of All Assets Set ------------------------------------------------------------- Judge Nicholas W. Whittenburg of the U.S. Bankruptcy Court for the Eastern District of Tennessee authorized the bidding procedures of Elisabeth B. Donnovin, Chapter 11 trustee of Bristol Healthcare Investors, L.P., in connection with the sale of the real property improved by a 130-bed skilled nursing facility commonly known as "The Cambridge House" located at 250 Bellebrook Road, Bristol, Tennessee, and associated personal property, to The Purchased Assets constitute substantially all of the Debtors' assets, but do not include estate causes of actions (other than claims or causes of action arising under any assumed contract). The salient terms of the Bidding Procedures are: a. Bid Deadline: May 1, 2020 at 5:00 p.m. (ET) b. Initial Bid: c. Deposit: $150,000 d. Auction: The Auction, if necessary, will be conducted on May 4, 2020 at 10:00 a.m. (ET). Due to Covid-19, the Auction will be held telephonically. If a decision is made to hold the Auction in person, Qualified Bidders will be notified and the Auction will be held at the offices of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, 633 Chestnut Street, Suite 1900, Chattanooga, Tennessee 37450, or such other location as may be determined by the Sellers and communicated to the Qualified Bidders at least 48 hours prior to the Auction. e. Bid Increments: $50,000 f. Sale Hearing: May 8, 2020 at 10:00 a.m. (ET) g. Sale Objection Deadline: April 15, 2020 at 5 p.m. (ET) The Sellers, in consultation with the Lender, and any Committee formed in these cases, will: (i) determine whether any bidder is a Qualified Bidder; (ii) coordinate the efforts of Qualified Bidders in conducting their respective due diligence investigations regarding Purchased Assets; (iii) receive offers from Qualified Bidders; and (iv) negotiate any offer made to purchase the Purchased Assets. Any person who elects to participate in the Bidding Process must be a Qualified Bidder. The Assumption Notice attached to the Sale Motion is approved in its entirety. Notwithstanding anything to the contrary in the Sale Motion, the Sellers will cause the Assumption Notice to be provided to all counterparties to executory contracts and unexpired leases on April 10, 2020. The Assumption Objection Deadline is May 6, 2020 at 5:00 p.m. (ET). Upon entry of the Sale Order, all proceeds from the Sale, net of Closing Costs (including statutory United States Trustee fees under 28 U.S.C. 1930 that will be incurred in connection with the sale and disbursement) and fees to the Nursing Home Broker and the PropCo Chapter 11 Trustee that are approved by the Court, will be remitted to Lender upon the Closing, without further order of the Court. At closing, the Trustee may receive or retain $20,000 to cover administrative expenses as previously authorized by the bankruptcy court after application and notice. The Bidding Procedures Order will be effective immediately upon entry pursuant to and no stay of execution, pursuant to Rules 7062, 9014 or Rule 6004(g) of the Federal Rules of Bankruptcy Procedure will apply with respect to this Bidding Procedures Order. About Bristol Healthcare Investors Bristol Healthcare Investors, L.P., a Single Asset Real Estate company (as defined in 11 U.S.C. Section 101(51B)), filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. E.D. Tenn. Case No. 18-15713) on Dec. 20, 2018. In the petition signed by Douglas K. Mittleider, president of general partner, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. Scarborough & Fulton, led by name partner David J. Fulton, is serving as the Debtor's counsel. BROADVISION INC: May 14 Hearing on Prepackaged Plan --------------------------------------------------- Upon the motion of Broadvision, Inc., for entry of an order (i) scheduling a combined hearing on (a) the adequacy of the Disclosure Statement, (b) confirmation of the prepackaged Plan, and (c) the proposed assumption or rejection of executory contracts and cure amounts; (ii) fixing the deadlines to object to the Disclosure Statement, Plan, and proposed assumption or rejection of executory contracts and cure amounts; (iii) approving the form and manner of notice of commencement, combined hearing, assumption or rejection of executory contracts and cure amounts, and objection deadlines; (iv) conditionally (a) directing the U.S. Trustee not to convene a section 341(a) meeting of creditors and (b) waiving the requirement to file both its Schedules and Statements if the Plan is confirmed at the Combined Hearing; and (v) granting related relief. Judge Christopher S. Sontchi granted the Motion. The Debtor is authorized and empowered to take all actions necessary to implement and effectuate the relief granted in this Scheduling Order. The Combined Hearing to consider the adequacy of the Disclosure Statement, final approval of the Confirmation Procedures, and confirmation of the Plan is hereby scheduled to be held before the Honorable Christopher S. Sontchi, United States Bankruptcy Judge, Room 6 of the United States Bankruptcy Court, 824 Market Street, 5th Floor, Wilmington, Delaware 19801, on May 14, 2020, at 2:00 p.m. (prevailing Eastern Time). The schedule of events set forth below relating to confirmation of the Plan is approved in its entirety, and the Court finds the following schedule of events is consistent with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules: The deadline for filing objections to the Plan and Disclosure Statement is on May 7, 2020, at 4:00 p.m. (prevailing Eastern Time). The Debtor's reply deadline is May 11, 2020. A full-text copy of the Order dated April 1, 2020, is available at https://tinyurl.com/yx82mhko from PacerMonitor.com at no charge. 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: Grants CEO Option to Buy 125M Common Shares ------------------------------------------------------------- Brownie's Marine Group, Inc., on April 14, 2020, entered into a Non-Qualified Stock Option Agreement with Mr. Robert M. Carmichael, its chief executive officer. Under the terms of the Carmichael Option Agreement, as additional compensation the Company granted Mr. Carmichael an option to purchase up to an aggregate of 125,000,000 shares of the Company's common stock at an exercise price of $.045 per share, of which the right to purchase 75,000,000 shares of common stock is subject to vesting upon the achievement of net revenue milestones and the right to purchase 50,000,000 shares of common stock is subject to vesting upon official notice of the listing of the Company's common stock on The Nasdaq Stock Market, the NYSE American LLC or similar stock exchange. The Net Revenue Portion of the Option will vest as follows: * the right to purchase 25,000,000 shares of the Company's common stock shall vest at such time as the Company reports cumulative consolidated net revenues, including revenues from related parties and revenues recognized by the company arising out of any subsequent acquisitions, mergers, or other business combinations following the closing date of such transaction, in excess of $3,500,000 in the aggregate over four consecutive fiscal quarters commencing May 1, 2020 and ending on April 30, 2023; * the right to purchase an additional 25,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $7,000,000 in the aggregate over four consecutive fiscal quarters during the Net Revenue Period; and * the right to purchase an additional 25,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $10,500,000 in the aggregate over four consecutive quarters during the Net Revenue Period. The Carmichael Option Agreement provides that the Option is exercisable by Mr. Carmichael on a cashless basis. The Option is not transferrable by Mr. Carmichael, and he must remain an employee of the company as an additional term of vesting. Once a portion of the Option vests, it is exercisable by Mr. Carmichael for 90 days. Any portion of the Option which does not vest during the Net Revenue Period lapses and Mr. Carmichael has no further rights thereto. The Carmichael Option Agreement and the granting of the Option was approved by the independent members of the Company's Board of Directors. If vested and exercised, the Option will result in a change of control of the company. 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. BRUCE ELIEFF: May 19 Auction of Morse's Irvine Property Set ----------------------------------------------------------- Judge Erithe Smith of the U.S. Bankruptcy Court for the Central District of California authorized the bidding procedures of Morse Properties, LLC, affiliates of Bruce Elieff and 4627 Camden, LLC, in connection with the sale of its principal asset, an industrial building located at 2392 Morse Avenue, Irvine, California to Dirk Griffin or assignee for $8.5 million, subject to overbid. The Court denied without prejudice the Debtor's request for approval of the form of the Stalking Horse APA. If the Stalking Horse Purchaser is not selected as the Successful Bidder or the Back-Up Bidder at Auction (or the Stalking Horse Purchaser agrees to be the Back-Up Bidder but the sale of the Purchased Assets is consummated and closed with another entity), the Debtor will pay to the Stalking Horse Purchaser a breakup fee in the amount of $100,000 of immediately available funds at the closing of the sale of the Purchased Assets from the cash proceeds thereof. The salient terms of the Bidding Procedures are: a. Bid Deadline: May 15 at 4:00 p.m. (PT) b. Initial Bid: $8.7 million c. Deposit: $250,000 d. Auction: Subject to the Bidding Procedures, the Auction, if necessary, will be held on May 19, 2020 at 10:00 a.m. (PT) at the office of the Debtor's counsel, Couchot Law, LLP, 120 Newport Center Drive, Suite 100, Newport Beach, CA 92660, or at such other location as will be identified in a notice filed with the Bankruptcy Court at least 24 hours before the Auction. e. Bid Increments: $25,000 f. Sale Hearing: May 21, 2020, at 10:30 a.m. g. Sale Objection Deadline: May 7, 2020 at 12:00 p.m. (PT) h. Break-up Fee: $100,000 The Debtor, with the consent of the Official Creditors' Committee in the jointly administered chapter 11 case of Bruce Elieff, will have the right to determine whether a bid is a Qualified Bid and a bidder is a Qualified Bidder. The Stalking Horse Purchaser will be deemed a Qualified Bidder. On the next business day following the conclusion of the Auction, the Debtor will file a notice identifying the Successful Bidder with the Court. The form of the Procedures Notice is approved. The Debtor shall, within five business day after the entry of the Bidding Procedures Order, file with the Court and serve a copy of the Bidding Procedures Order and the Procedures Notice. on the Notice Parties and all general unsecured creditors. Notwithstanding the possible applicability of Bankruptcy Rules 6004, 7062, 9014, or otherwise, the terms and conditions of the Bidding Procedures Order will be immediately effective and enforceable. A hearing on the Motion was held on March 5, 2020 at 10:30 a.m. A copy of the Bidding Procedures is available at https://tinyurl.com/r9xfytd from PacerMonitor.com free of charge. About Bruce Elieff Bruce Elieff sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-13858) on Oct. 2, 2019. The Debtor tapped Couchot Law, LLP, as its legal counsel. CALUMET SPECIALTY: S&P Alters Outlook to Neg., Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on Calumet Specialty Products Partners L.P. to negative from positive and affirmed its 'B-' issuer credit rating and 'B-' issue-level rating on the company's 2022, 2023, and 2025 unsecured notes. The recovery rating remains '4'. Calumet Specialty volumes will be affected by the global recessionary environment as a result of the coronavirus pandemic and suppressed oil prices. S&P lowered its assumptions for 2020 and 2021, given Calumet Specialty's exposure to refining and that its specialties and lubricants segments will be slowed by reduced consumer spending. Previously S&P expected leverage below 6x, driven by the company's shift away from refining and toward higher-margin specialty chemicals, which the rating agency still expects. However, given the current macroeconomy and suppressed oil prices leading to reduced operating rates, S&P believes Calumet's revenues and EBITDA will materially weaken in 2020, resulting in leverage around 7x. S&P expects weaker refining EBITDA will be slightly offset by the company's shift toward diesel and away from gasoline. Diesel is also hurt by the downturn, but less than gasoline, given the material drop in passenger car miles driven. The specialty products portion of the business will weaken due to lower demand and consumption from contracting GDP that S&P Global Ratings expects in 2020. Calumet maintains adequate liquidity, and its nearest maturities are its 2022 unsecured notes. Its asset-based lending (ABL) facility comes due in 2023 and the company also has 2023 and 2025 notes outstanding. S&P believes the company will try to proactively address these before they come current. The negative outlook on Calumet reflects the potential for weakening earnings and credit measures beyond what S&P assumed in its base case. S&P's economic assumptions include a U.S. GDP contraction in 2020 and West Texas Intermediate (WTI) crude pricing of $25 per barrel in 2020. Given the expected deterioration in EBITDA, S&P expects Calumet's credit metrics to weaken in 2020. On a weighted-average basis, the rating agency expects the company will maintain debt to EBITDA between 6x and 7x. "We could lower the rating on Calumet over the next 12 months if credit metrics weaken such that adjusted debt to EBITDA rises above 8x on a sustained basis, driven by prolonged low oil prices and end markets being more impaired by the COVID-19 pandemic than we forecast. This would affect operating performance and margins. We could also take a negative rating action if the company's financial policies become more aggressive, such as pursuing material debt-funded shareholder rewards, or if free cash flow were to trend negative for consecutive quarters, causing a deterioration from current liquidity," S&P said. "We could revise the outlook on Calumet within the next year if we believe it can withstand the recessionary environment while maintaining debt to EBITDA of 6x-7x with adequate liquidity. Other factors that could result in a positive rating action include improved crack margins, cost reductions, and streamlining operations while maintaining strong margins in the specialty chemicals business. In addition, given the company's past divestitures of fuel assets, if it sold additional assets and used the proceeds to reduce debt, this could lead to a positive rating action," the rating agency said. CAREVIEW COMMUNICATIONS: Secures $781,800 Loan Under CARES Act -------------------------------------------------------------- CareView Communications, Inc., a Texas corporation (the "Borrower"), a wholly owned subsidiary of CareView Communications, Inc., a Nevada corporation, applied to BOKF, NA ("Bank of Oklahoma") under the U.S. Small Business Administration Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the "CARES Act") for a loan of $781,800. On April 13, 2020, the SBA Loan was approved and the Borrower received the SBA Loan proceeds, which the Borrower plans to use for covered payroll costs, rent and utilities in accordance with the relevant terms and conditions of the CARES Act. The SBA Loan, which took the form of a promissory note issued by the Borrower, has a two-year term, matures on April 10, 2022, and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness, will commence on Nov. 10, 2020. The Borrower did not provide any collateral or guarantees for the SBA Loan, nor did the Borrower pay any facility charge to obtain the SBA Loan. The Promissory Note provides for customary events of default, including, among others, those relating to failure to make payment when due under the Promissory Note, bankruptcy, breaches of representations and material adverse effects. The Borrower may prepay the principal of the SBA Loan at any time without incurring any prepayment charges. The SBA Loan may be forgiven partially or fully if the SBA Loan proceeds are used for covered payroll costs, rent and utilities, provided that such amounts are incurred during the eight-week period that commenced on April 13, 2020 and at least 75% of any forgiven amount has been used for covered payroll costs. Any forgiveness of the SBA Loan will be subject to approval by the SBA and Bank of Oklahoma and will require the Borrower to apply for such treatment in the future. About CareView Communications CareView Communications, Inc. -- http://www.care-view.com/-- is a provider of products and on-demand application services for the healthcare industry, specializing in bedside video monitoring, software tools to improve hospital communications and operations, and patient education and entertainment packages. Its proprietary, high-speed data network system is the next generation of patient care monitoring that allows real-time bedside and point-of-care video monitoring designed to improve patient safety and overall hospital costs. The entertainment packages and patient education enhance the patient's quality of stay. CareView is dedicated to working with all types of hospitals, nursing homes, adult living centers and selected outpatient care facilities domestically and internationally. The Company's corporate offices are located at 405 State Highway 121 Bypass, Suite B-240, Lewisville, TX 75067. Careview Communications reported a net loss of $14.14 million for the year ended Dec. 31, 2019, compared to a net loss of $16.08 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $5.29 million in total assets, $97.03 million in total liabilities, and a total stockholders' deficit of $91.74 million. BDO USA, LLP, in Dallas, Texas, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company has suffered recurring losses from operations and has accumulated losses since inception that raise substantial doubt about its ability to continue as a going concern. CAREVIEW COMMUNICATIONS: Signs Fourth Amendment to Rockwell Note ---------------------------------------------------------------- CareView Communications, Inc., and Rockwell Holdings I, LLC, entered into a fourth amendment to the Rockwell Note, pursuant to which Rockwell agreed to extend the time to make the quarterly payment that would otherwise be due on March 31, 2020 to April 16, 2020. As previously reported by CareView Communications, Inc. in its Current Report on Form 8-K filed with the Securities and Exchange Commission on Feb. 5, 2018, on Feb. 2, 2018 the Company entered into an amendment to the Company's Promissory Note to Rockwell Holdings I, LLC dated as of Jan. 31, 2017, pursuant to which Rockwell agreed to defer $50,000 of each $100,000 quarterly payment due under the Rockwell Note from Jan. 1, 2018 through the termination of the modification period provided for under the Modification Agreement entered into on Feb. 2, 2018, as amended, by and among the Company, CareView Communications, Inc., a Texas corporation and a wholly owned subsidiary of the Company (the "Borrower"), CareView Operations, L.L.C., a Texas limited liability company and a wholly owned subsidiary of the Borrower, and PDL Investment Holdings, LLC (as assignee of PDL BioPharma, Inc.), in its capacity as administrative agent and lender under the Credit Agreement dated as of June 26, 2015, as amended, by and among the Company, the Borrower and the Lender. As previously reported in the Company's Current Report on Form 8-K filed with the SEC on Jan. 7, 2020, the Company and Rockwell entered into a Second Amendment to the Rockwell Note on Dec. 31, 2019, pursuant to which Rockwell agreed to extend the term of the Rockwell Note by one year, to Dec. 31, 2020, and agreed to extend the time to make the quarterly payment that would otherwise be due on Dec. 31, 2019 to Jan. 31, 2020. As previously reported in the Company's Current Report on Form 8-K filed with the SEC on Feb. 6, 2020, the Company and Rockwell entered into a Third Amendment to the Rockwell Note effective as of Jan. 31, 2020, pursuant to which Rockwell agreed to extend the time to make the quarterly payment that would otherwise be due on Dec. 31, 2019 from Jan. 31, 2020 to Feb. 10, 2020. About CareView Communications CareView Communications Inc. -- http://www.care-view.com/-- is a provider of products and on-demand application services for the healthcare industry, specializing in bedside video monitoring, software tools to improve hospital communications and operations, and patient education and entertainment packages. Its proprietary, high-speed data network system is the next generation of patient care monitoring that allows real-time bedside and point-of-care video monitoring designed to improve patient safety and overall hospital costs. The entertainment packages and patient education enhance the patient's quality of stay. CareView is dedicated to working with all types of hospitals, nursing homes, adult living centers and selected outpatient care facilities domestically and internationally. The Company's corporate offices are located at 405 State Highway 121 Bypass, Suite B-240, Lewisville, TX 75067. Careview Communications reported a net loss of $14.14 million for the year ended Dec. 31, 2019, compared to a net loss of $16.08 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $5.29 million in total assets, $97.03 million in total liabilities, and a total stockholders' deficit of $91.74 million. BDO USA, LLP, in Dallas, Texas, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company has suffered recurring losses from operations and has accumulated losses since inception that raise substantial doubt about its ability to continue as a going concern. CARRIE JO FERLICKA: $925K Sale of Helena Property Approved in Part ------------------------------------------------------------------ Judge Benjamin P. Hursh of the U.S. Bankruptcy Court for the District of Montana authorized in part Carrie Jo Ferlicka's sale of the property described as 3120 Dredge Drive, Helena, Lewis and Clark County, Montana to Rocky Mountain Credit Union for $925,000. The sale will be free and clear of liens. The creditors and other parties-in-interest will have through March 27, 2020, to object to the sale. If no objections are received by the deadline, the Debtor's sale will be granted without further notice or hearing. In the event of a timely objection, an expedited hearing on the Debtor's sale will be held telephonically on April 10, 2020, at 09:00 a.m. To participate in the telephonic hearing, the parties shall, on the aforementioned date and time, dial into the Court's telephonic conferencing system at 858-812-0972; the Numeric Access Code for the conference is 3000000# followed by 3100566#. Carrie Jo Ferlicka sought Chapter 11 protection (Bankr. D. Mont. Case No. 19-60921) on Sept. 12, 2019. The Debtor tapped Gary S. Deschenes, Esq., at Deschenes & Associates as counsel. CHAPARRAL ENERGY: S&P Downgrades ICR to 'CCC-'; Outlook Negative ---------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Chaparral Energy Inc. to 'CCC-' from 'CCC+'. S&P also lowered the rating on the company's unsecured notes to 'C' from 'CCC'. The recovery rating was revised to '6' from '5', reflecting its expectation of negligible (0%-10%, rounded estimate: 0%) recovery in the event of a payment default. The downgrade primarily reflects Chaparral's decision to suddenly draw an additional $90 million on its revolving credit facility in early April (bringing total outstandings to $250 million), which created a $75 million borrowing base deficiency after lenders reduced the company's borrowing base to $175 million from $325 million. "To our understanding, management is weighing its options regarding the deficiency, which may result in an event of default if it is not addressed in a timely manner. Furthermore, we believe the company may be consulting with financial advisors on strategic alternatives. We believe these factors, along with current trading levels on Chaparral's unsecured notes, reflect a high likelihood of restructuring in the next six months. Although the company has not yet issued full-year 2020 guidance, we expect production to modestly decline on a significantly reduced capital budget of less than $100 million. If management decides to suspend drilling activity in response to low commodity prices, initial year-over-year production declines could exceed 20%. Despite a lack of debt maturities until 2022, we expect elevated gross leverage above 5x and we continue to assess Chaparral's liquidity as less than adequate due to the borrowing base deficit, covenant constraints, our assessment of risk management, and the company's standing in the credit markets. We note that cash pro forma the revolver draw was approximately $110 million, and the company has a significant hedge portfolio worth roughly $47 million, which covers a majority of this year's forecasted oil production as well as some natural gas and NGLs," S&P said. "The negative outlook reflects our belief that the company will explore restructuring alternatives in the next six months," the rating agency said. S&P could lower the rating if it expects default to be a virtual certainty, regardless of timing. "We could raise the rating if we no longer believe there is a high probability of a default, distressed exchange, or other form of debt restructuring," S&P said. CINEMARK HOLDINGS: S&P Rates $250MM Senior Secured Notes 'BB+' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' rating to U.S. theater operator Cinemark Holdings Inc.'s proposed $250 million senior secured notes due 2025, issued at operating subsidiary Cinemark USA Inc., and placed the rating on CreditWatch with negative implications. The '1' recovery rating on the notes indicates S&P's expectation for very high recovery (90%-100%; rounded estimate: 90%) for lenders in the event of a payment default. The company will use the proceeds from the proposed credit facility to improve its liquidity while its theaters remain closed. As part of the transaction, the company is also seeking a waiver to its springing 4.25x senior secured leverage covenant to eliminate the test for the September and December quarters. While the incremental debt will come at a high coupon, S&P believes the additional liquidity cushion provided by the transaction is supportive of its ratings on Cinemark and will not have a material impact on cash flow. At the same time, S&P is revising the recovery rating on the company's existing senior unsecured debt to '4' from '3'. The 'BB-' rating on the unsecured debt remains unchanged. The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 45%) recovery for lenders in the event of a payment default. "All our existing ratings on Cinemark, including the 'BB-' issuer credit rating, remain on CreditWatch with negative implications. We expect our ratings will remain on CreditWatch until we know when theaters will reopen and we have a clear view of how long it will take theater attendance to return to normalized levels. For the latest issuer credit rating rationale," S&P said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: Cinemark's proposed capital structure will consist of: -- $100 million senior secured revolver due 2022 -- $659.5 million senior secured term loan ($649.6 million outstanding) due 2025 -- $250 million of senior secured notes due in 2025 -- $400 million senior unsecured notes due 2022 -- $755 million senior unsecured notes due 2023 The proposed $250 million senior secured notes will have a first-lien claim on certain leased properties that are not included in the existing collateral package for the senior secured term loan. The notes will rank junior to the existing senior secured credit facility in regards to the value of the existing collateral. The new notes will rank pari passu with the secured credit facility, unsecured senior noteholders' and other creditors' on the value of unpledged foreign subsidiary stock and domestic fee-owned real estate not secured by mortgages. There is no material change to S&P's recovery valuation or approach as a result of the coronavirus pandemic. Simulated default assumptions: -- S&P contemplates a hypothetical default in 2024 from a combination of poor attendance due to a streak of unappealing films, an acceleration of box-office revenue declines because of audiences choosing entertainment alternatives, declining performance from competitive pressure or underinvestment in theaters, financial strain from debt-financed expansion or aggressive financial policies, and an inability to close money-losing theaters. -- Other default assumptions include a 100% draw on the revolving credit facility (as the revolver is currently almost fully drawn), LIBOR is 2.5%, and all debt includes six months of pre-petition interest. -- S&P assumes that in the event of a default or insolvency proceeding the company would reorganize, close underperforming theaters, and unwind leases. S&P uses a distressed EBITDA multiple of 6x to value the company. Simplified waterfall: -- EBITDA at emergence: $267 million -- EBITDA multiple: 6.0x -- Net enterprise value (after 5% administrative costs): $1.52 billion -- Total value available to senior secured credit facility: $695 million* -- Estimated senior secured credit facility claims: $747 million -- Recovery expectations: 90%-100% (rounded estimate: 90%) -- Total value available to senior secured notes: $243 million* -- Estimated senior secured note claims: $261 million -- Recovery expectations: 90%-100% (rounded estimate: 90%) -- Total value available to senior unsecured debt: $636 million -- Estimated senior unsecured debt and pari passu claims: $1.39 billion -- Recovery expectations: 30%-50% (rounded estimate: 45%) *The collateral value equals asset pledge from obligors after priority claims plus equity pledge from non-obligors after non-obligor debt. The collateral value does not include fee-owned real estate without mortgages. CLEARPOINT NEURO: Dr. Matthew Klein Joins Board of Directors ------------------------------------------------------------ Matthew B. Klein, MD, MS, FACS, has been appointed to ClearPoint Neuro, Inc.'s Board of Directors effective immediately. Dr. Klein, chief development officer of PTC Therapeutics, Inc., is a veteran biotechnology company executive with extensive experience in drug discovery and development, and a board-certified surgeon. He succeeds Marcio Souza, who joined ClearPoint Neuro's Board as PTC's representative in connection with PTC's May 2019 equity investment in ClearPoint Neuro. Mr. Souza, who resigned from his position as PTC's chief operating officer, as was announced by PTC on March 16, 2020, will remain on ClearPoint Neuro's Board as an independent member. Prior to joining PTC, Dr. Klein served in several executive positions with BioElectron Technology Corporation, most recently as BioElectron's chief executive officer and a director prior to its acquisition by PTC in 2019. Dr. Klein has a BA from the University of Pennsylvania, an MD from Yale University School of Medicine and an MS in epidemiology from the University of Washington School of Public Health. "We are thrilled by the addition of Matt to our board and the contributions he will make to our company and culture," commented Joe Burnett, president and CEO. "As a patient-centric company, adding an established physician, scientist and leader to our board will improve our ability to evaluate new technologies and partnerships." "I am very excited to be joining ClearPoint Neuro's Board and look forward to bringing my experience as a drug developer and a surgeon to help the company continue its growth and to fulfill its incredibly important mission," said Dr. Klein. About ClearPoint Neuro ClearPoint Neuro (formerly MRI Interventions, Inc.) aims to improve and restore quality of life to patients and their families by enabling therapies for the most complex neurological disorders with pinpoint accuracy. Applications of the Company's current product portfolio include deep-brain stimulation, laser ablation, biopsy, neuro-aspiration, and delivery of drugs, biologics and gene therapy to the brain. The ClearPoint' Neuro Navigation System has FDA clearance, is CE-marked, and is installed in 60 active clinical sites in the United States. The Company's SmartFlow cannula is being used in partnership or evaluation with more than 20 individual biologics and drug delivery companies in various stages from preclinical research to late stage regulatory trials. To date, more than 3,500 cases have been performed and supported by the Company's field-based clinical specialist team which offers support and services for its partners. For more information, please visit www.clearpointneuro.com. As of Sept. 30, 2019, the Company had $13.39 million in total assets, $7.38 million in total liabilities, and $6.01 million in total stockholders' equity. Cherry Bekaert LLP, in Tampa, Florida, the Company's auditor since 2008, issued a "going concern" qualification in its report dated April 1, 2019, citing that the Company incurred net losses during the years ended Dec. 31, 2018 and 2017 of approximately $6.2 million and $7.2 million, respectively. Additionally, cash used by operating activities for the years ended Dec. 31, 2018 and 2017 was approximately $4.6 million and $6.0 million, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CLEVELAND-CLIFFS INC: S&P Cuts ICR to 'B-' on Earnings Decline -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based iron ore producer Cleveland-Cliffs Inc. to 'B-' from 'B', and its issue-level ratings on Cliffs' senior secured debt to 'B+' from 'BB-'--this includes S&P assigning its 'B+' issue-level rating to the new $400 million senior secured notes. At the same time, S&P lowered the issue-level ratings on Cliffs' guaranteed senior unsecured debt to 'CCC+' from 'B'; and the issue-level ratings on the company's nonguaranteed senior unsecured debt to 'CCC' from 'CCC+' "We now expect adjusted leverage to peak at 7x-10x for 2020, as sales slow in response to the pandemic. Cliffs is issuing $400 million in notes, but we expect weakened 2020 EBITDA to have a greater impact in raising leverage levels. The company is instituting widespread production reductions at its facilities in response to current conditions. It has temporarily idled several of its operations, including its Northshore mine in Minnesota and Tilden mine in Michigan, and plans to fill ongoing orders from inventory. It expects other facilities to remain shuttered for extended periods," S&P said. In addition to the sudden downshift in demand, S&P is incorporating lower commodity price assumptions, including lower iron-ore and hot-rolled coil (HRC) prices. While these specific considerations will have a more profound impact on the upstream iron-ore pellet business, S&P expects steel production operations will also be affected by what the rating agency expects is an imminent recession; and perhaps an even more prolonged period of weakness in the auto, infrastructure, and manufacturing end markets. Altogether, while S&P estimates Cliffs' adjusted gross debt has increased 2.4x since the end of last year, the rating agency is forecasting lagging earnings for 2020, with less than a 20% increase in EBITDA for the combined company in that same period. The negative outlook reflects S&P's expectation that Cliffs' adjusted leverage will peak in the 7x–10x range for 2020, before improving in 2021. However, if conditions worsen for a prolonged period, the company could find it increasingly difficult to service its contemplated $5 billion in reported debt outstanding. "We could lower the rating if we believe Cliffs is vulnerable to and dependent upon favorable business, financial, and economic conditions to meet its financial commitments. In such a scenario, we could consider financial commitments unsustainable, even if the company did not face a liquidity shortfall within a year. This could be the case if Cliffs no longer had access to its revolving credit facility, and if interest coverage was expected to stay below 1x beyond 2021," S&P said. "We could revise the outlook to stable if operating conditions stabilized or improved, and we considered the company's liquidity position adequate. This would include expected sustained positive discretionary cash flow (DCF; operating cash flow minus capital spending) and leverage closer to the bottom of the 7x-10x range," the rating agency said. Cliffs supplies iron ore pellets to North American blast furnace steel producers. The company produces iron ore from four mines (operating near full capacity) and pellet plants in Michigan and Minnesota. For 2019, it sold just under 20 million tons of iron ore, and had about 731 million long tons of proven mineral reserves. CORSI CAB: $433K Sale of Sincere's NYC Taxi Medallions Confirmed ---------------------------------------------------------------- Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the Eastern District of New York confirmed the sale by Corsi Cab Corp., Anba Taxi, Inc., and Sincere Cab Corp. of Sincere Cab's three New York City Taxi Medallions belonging to Sincere Cab identified as: (i) Medallion # IP30, being sold with a 2013 Ford C-Max Hybrid vehicle, (ii) Medallion # IP34, being sold with a 2013 Ford C-Max Hybrid vehicle, and (iii) Medallion # IP35, being sold with a 2013 Ford C-Max Hybrid vehicle to Ofir Kahati or two entities that he formed, for $410,000, plus a buyer's premium of 6% or $23,400, free and clear of all interests. Pursuant to the sale of the Assets to the Purchaser or the two entities that he formed, JK Taxi Holding, LLC, which will buy medallions #1P34 and #1P35, and Java Taxi Holding, LLC which will buy medallion #1P30, free and clear of all claims, liens, and interests in the Assets, is confirmed, with such claims, liens, and interests to attach to the proceeds of the Sale. The Debtors are authorized and directed to pay the proceeds from the sale to Taxi Medallion Loan Trust III at a closing of sale or within 10 days of any such closing. About Corsi Cab Corp. Corsi Cab Corp. and its affiliates operate 3 related businesses at 544 Howard Avenue, 1A Staten Island, NY 10301 that together own 7 taxi medallions. Corsi Cab Corp., Anba Taxi, Inc., and Sincere Cab Corp. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 18-47204) on Dec. 18, 2018. In the petitions signed by Morsi A. Abdou, president and shareholder, Corsi Cab was estimated to have both assets and liabilities of less than $500,000; and both Anba Taxi and Sincere Cab estimated less than $1 million in assets and less than $500,000 in liabilities. Bruce Weiner, Esq. of Rosenberg Musso & Weiner LLP, serves as the Debtor's counsel. Maltz Auctions, Inc., is the auctioneer. COVIA HOLDINGS: Board OKs Change in Variable Compensation Program ----------------------------------------------------------------- Covia Holdings Corporation entered into compensatory arrangements with approximately 200 of the Company's employees, including its named executive officers, in connection with revisions to the Company's variable compensation program approved by its Board of Directors in response to the unprecedented combination of the COVID-19 pandemic and recent dislocations in the global oil markets. In implementing these changes, the Board observed that macro conditions had rendered obsolete the Company's previously adopted 2020 variable compensation program and made it virtually impossible to adopt new performance metrics. Accordingly, the Board approved a change in the program for delivery of variable compensation to participating employees intended to align the Company's interests with those of its employees. Under the revised program, each participating employee, including the Company's named executive officers, will be eligible to receive total payments in an amount that does not exceed that employee's previous target variable compensation (i.e., 2020 target short-term incentive award and 2020 target long-term incentive award). For most employees, the target amount for the second fiscal quarter will be paid immediately, subject to a requirement to repay 100% of the payment (on an after-tax basis) if the employee is terminated for cause or voluntarily terminates without good reason (as such terms are defined in the program documentation) before June 30, 2020, and the target amount for the subsequent three fiscal quarters ending on Sept. 30, 2020, Dec. 31, 2020 and March 31, 2021 will be earned as of the end of each applicable fiscal quarter if the employee is then employed with the Company. The target amount for the Company's named executive officers and certain other executives will be paid immediately, generally subject to a requirement to repay 100% of the payment (on an after-tax basis) if the executive is terminated for cause or voluntarily terminates without good reason before a specified date. As a condition to receiving any award, each employee (including our named executive officers) waived participation in the Company's 2020 short-term and long-term incentive programs and forfeited any equity-based awards previously granted during 2020. The Company's revised compensation program, including the clawback and retention features, is intended to ensure the stability and continuity of the Company's workforce and eliminate any potential misalignment of interests that would likely arise if existing performance metrics were retained and/or new performance metrics were established at this volatile and uncertain time. About Covia Headquartered in Independence, Ohio, Covia -- http://www.coviacorp.com/-- is a provider of diversified mineral solutions to the oil and gas, glass, ceramics, coatings, metals, foundry, polymers, construction, water filtration, sports, and recreation markets. The Company serves its industrial customers through a broad array of products, including silica sand, nepheline syenite, feldspar, clay, kaolin, resin systems and coated materials, delivered through its comprehensive distribution network. Covia reported a net loss attributable to the company of $1.29 billion for the year ended Dec. 31, 2019, compared to a net loss attributable to the company of $270.50 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $2.45 billion in total assets, $2.27 billion in total liabilities, and $177.16 million in total equity. * * * As reported by the TCR on April 13, 2020, S&P Global Ratings lowered its issuer credit rating on U.S.-based frac sand and industrial minerals producer Covia Holdings Corp. to 'CCC+' from 'BB-'. S&P views Covia's capital structure as unsustainable given the levels of distress it anticipates in 2020. Also in April 2020, Moody's Investors Service downgraded Covia Holdings' Corporate Family Rating to Caa1 from B3. The downgrade reflects Moody's expectation that revenues, profitability and key credit metrics will deteriorate further during 2020 due to ongoing volatility in the oil and natural gas end market and persistent weakness in the frac sand industry. COVIA HOLDINGS: Receives Noncompliance Notice from NYSE ------------------------------------------------------- Covia Holdings Corporation received on April 8, 2020, notification from the New York Stock Exchange that the Company is no longer in compliance with NYSE continued listing standards, which require listed companies to maintain an average closing share price of $1.00 over a consecutive 30 trading-day period. In accordance with NYSE rules, Covia has six months from receipt of the notice to regain compliance with the NYSE's minimum share price requirement. Covia may regain compliance at any time during the cure period if (i) on the last trading day of any calendar month during the cure period, its common stock has a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. Covia intends to actively monitor the price of its common stock and will consider all available options to regain compliance with the NYSE's continued listing standards. As required by the NYSE, Covia will notify the NYSE within ten business days of its intent to cure the deficiency and return to compliance with the NYSE's continued listing standards. During the six-month cure period, subject to compliance with other continued listing requirements, Covia's common stock will continue to trade on the NYSE under the symbol "CVIA" and will have an added designation of ".BC" to indicate the status as below compliance. Failure to regain compliance during the cure period or to maintain other listing requirements may lead to delisting of Covia's common stock from the NYSE. The NYSE notification does not affect Covia's business operations or its Securities and Exchange Commission reporting requirements, and it does not result in any violation of its debt obligations. About Covia Headquartered in Independence, Ohio, Covia -- http://www.coviacorp.com/-- is a provider of diversified mineral solutions to the oil and gas, glass, ceramics, coatings, metals, foundry, polymers, construction, water filtration, sports, and recreation markets. The Company serves its industrial customers through a broad array of products, including silica sand, nepheline syenite, feldspar, clay, kaolin, resin systems and coated materials, delivered through its comprehensive distribution network. Covia reported a net loss attributable to the company of $1.29 billion for the year ended Dec. 31, 2019, compared to a net loss attributable to the company of $270.50 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $2.45 billion in total assets, $2.27 billion in total liabilities, and $177.16 million in total equity. * * * As reported by the TCR on April 13, 2020, S&P Global Ratings lowered its issuer credit rating on U.S.-based frac sand and industrial minerals producer Covia Holdings Corp. to 'CCC+' from 'BB-'. S&P views Covia's capital structure as unsustainable given the levels of distress it anticipates in 2020. Also in April 2020, Moody's Investors Service downgraded Covia Holdings Corporation's Corporate Family Rating to Caa1 from B3. The downgrade reflects Moody's expectation that revenues, profitability and key credit metrics will deteriorate further during 2020 due to ongoing volatility in the oil and natural gas end market and persistent weakness in the frac sand industry. COVIA HOLDINGS: Takes Actions in Response to COVID-19 Pandemic -------------------------------------------------------------- Covia Holdings Corporation disclosed a series of actions taken recently to strengthen safety protocols, reduce capacity and lower costs. These actions have been taken in light of the challenges caused by the COVID-19 pandemic and recent dislocations in global oil markets. These actions include: * Developed and implemented a series of guidelines and practices to improve safe operating procedures throughout the organization to mitigate the spread of COVID-19. * Eliminated non-essential travel and facilitated work from home arrangements. * Reduced active Energy capacity by nearly 30% or 6 million tons annually, including the idling of the Utica, Illinois and Kermit, Texas facilities and de-rating capacity at several other facilities. * Implemented staffing reductions and other initiatives to reduce overhead expenses by approximately $25 million compared to 2019. * Reduced the expected 2020 capital expenditure program approximately 50% compared to 2019. * Closed on a new 3-year credit facility with availability up to $75 million secured by certain of the Company's accounts receivables. "The health and safety of our employees is a top priority, and I am proud of how quickly our organization reacted to continue safe operations in light of the impact of the COVID-19 pandemic," said Richard Navarre, chairman, president and chief executive officer. "Unfortunately, the pandemic, combined with the collapse of oil prices, has had a negative impact on the markets we serve forcing us to take painful, but necessary steps, to adjust our operations to better align with market demand. These actions better position Covia to successfully navigate the current market without impacting our ability to meet the needs of our customers." About Covia Headquartered in Independence, Ohio, Covia -- http://www.coviacorp.com/-- is a provider of diversified mineral solutions to the oil and gas, glass, ceramics, coatings, metals, foundry, polymers, construction, water filtration, sports, and recreation markets. The Company serves its industrial customers through a broad array of products, including silica sand, nepheline syenite, feldspar, clay, kaolin, resin systems and coated materials, delivered through its comprehensive distribution network. Covia reported a net loss attributable to the company of $1.29 billion for the year ended Dec. 31, 2019, compared to a net loss attributable to the company of $270.50 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $2.45 billion in total assets, $2.27 billion in total liabilities, and $177.16 million in total equity. * * * As reported by the TCR on April 13, 2020, S&P Global Ratings lowered its issuer credit rating on U.S.-based frac sand and industrial minerals producer Covia Holdings Corp. to 'CCC+' from 'BB-'. S&P views Covia's capital structure as unsustainable given the levels of distress it anticipates in 2020. Also in April 2020, Moody's Investors Service downgraded Covia Holdings' Corporate Family Rating to Caa1 from B3. The downgrade reflects Moody's expectation that revenues, profitability and key credit metrics will deteriorate further during 2020 due to ongoing volatility in the oil and natural gas end market and persistent weakness in the frac sand industry. EXELA TECHNOLOGIES: Elects Two New Directors to Fill Vacancies -------------------------------------------------------------- The Board of Directors of Exela Technologies, Inc. elected Marc A. Beilinson and William L. Transier to fill the existing Class B and Class C directorship vacancies on the Board to serve until the 2022 and 2020 Annual Meeting of Stockholders of the Company, respectively, where each of them is expected to stand for election for a three-year term. Each of New Directors has been appointed to the Audit Committee of the Board, and Mr. Transier has been appointed Co-Chair of the Audit Committee. The New Directors will receive compensation materially consistent with the Company's previously disclosed director compensation policy (except that their initial equity grants and any annual equity grants will be paid in cash rather than equity). Matters Relating to Debt Agreements As previously reported in the Form 8-K filed with the Securities and Exchange Commission, the Company and Exela Receivables 1, LLC entered into an amendment on March 30, 2020 to its Loan and Security Agreement, dated as of Jan. 10, 2020, with TPG Specialty Lending, Inc., as administrative agent, and the lenders party thereto, to extend the time for delivery of the Company's audited financial statements for its fiscal year ended Dec. 31, 2019 to April 9, 2020 and eliminated the five-day cure period with respect to any breach thereof. On April 9, 2020, the parties entered into an amendment to the A/R Facility to extend the time for delivery of such audited financial statements to April 13, 2020 and, on April 13, 2020, the parties further extended this deadline to April 27, 2020. However, there can be no assurance that the Company's financial statements will be filed prior to the expiring of this extension, in which case the Company may seek a further extension, although there can be no assurance that any such extension will be granted. Under the terms of each of the First Lien Credit Agreement, dated as of July 12, 2017, as amended and restated as of July 13, 2018 and as further amended and restated as of April 16, 2019, among Exela Intermediate, LLC, Exela Intermediate Holdings LLC, the Lenders party thereto and Royal Bank of Canada, and the Indenture, dated July 12, 2017, by and among Exela Borrower and Exela Finance Inc. as Issuers, the Subsidiary Guarantors party thereto and Wilmington Trust, National Association, as Trustee, the Company was required to deliver to RBC and the Trustee the Company's audited financial statements for its fiscal year ended Dec. 31, 2019 by April 14, 2020, which the Company failed to do. Such failure will become an Event of Default under the Credit Agreement if not cured within 30 days of receiving a notice of default from RBC. The Company received such notice on April 15, 2020. Similarly, such failure will become an Event of Default under the terms of the Indenture if not remedied within 120 days after receipt of notice thereof from the Trustee or the holders of 30% or more of the aggregate principal amount of the notes outstanding under the Indenture. There can be no assurance that the Company's audited financial statements will be delivered prior to the occurrence of any such Event of Default, in which case the Company may seek an extension, waiver or other amendment, although there can be no assurance that any such extension, amendment or other waiver will be granted. Nasdaq and SEC Matters As previously disclosed in its Form 8-K, on Nov. 27, 2019, the Company received a letter from the Staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that, for 30 consecutive business days, the closing bid price for the Company's common stock was below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(a)(2). On April 17, 2020, the Company received another letter from Nasdaq notifying the Company that, given extraordinary market conditions and unprecedented turmoil in U.S. and world financial markets, Nasdaq has determined to toll compliance periods for bid price and market value of publicly held shares requirements through June 30, 2020. In the Notice, Nasdaq indicated that the Company's bid compliance period would resume July 1, 2020. Since the Company had 39 calendar days remaining in its compliance period as of April 16, 2020, it has until Aug. 10, 2020 to regain compliance. The Company said it continues to experience delays in the preparation of its financial statements for the reasons previously disclosed in its Form 8-K filed on March 31, 2020, as amended on April 3, 2020. For the reasons described in the Form 8-K, the Company is availing itself of an extension to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 originally due May 10, 2020 (which the Company currently expects to file on or prior to June 24, 2020), as well as the Part III information on Form 10-K/A originally due April 29, 2020 (which the Company currently expects to file on or prior to June 12, 2020), relying on an order issued by the Securities and Exchange Commission on March 25, 2020 pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No. 34-88465) regarding exemptions granted to certain public companies. About Exela Technologies Headquartered in Irving, Texas, Exela -- http://www.exelatech.com/ -- is a business process automation (BPA) company, leveraging a global footprint and proprietary technology to provide digital transformation solutions enhancing quality, productivity, and end-user experience. With decades of expertise operating mission-critical processes, Exela serves a growing roster of more than 4,000 customers throughout 50 countries, including over 60% of the Fortune 100. With foundational technologies spanning information management, workflow automation, and integrated communications, Exela's software and services include multi-industry department solution suites addressing finance and accounting, human capital management, and legal management, as well as industry-specific solutions for banking, healthcare, insurance, and public sectors. Through cloud-enabled platforms, built on a configurable stack of automation modules, and over 22,000 employees operating in 23 countries, Exela rapidly deploys integrated technology and operations as an end-to-end digital journey partner. Exela incurred net losses of $162.5 million in 2018, $204.3 million in 2017, and $48.10 million in 2016. As of Sept. 30, 2019, the Company had $1.54 billion in total assets, $1.91 billion in total liabilities, and a total stockholders' deficit of $373.31 million. On Nov. 27, 2019, Exela received a letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying Exela that, for the last 30 consecutive business days, the closing bid price for Exela's common stock was below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq listing rules, Exela has been provided an initial period of 180 calendar days, or until May 25, 2020, to regain compliance with the Minimum Bid Price Requirement. * * * As reported by the TCR on Nov. 29, 2019, S&P Global Ratings lowered its issuer credit rating on Irving, Texas-based Exela Technologies Inc. to 'CCC-' from 'CCC+' with negative outlook. "We could lower our ratings on Exela if the company defaults, announces a distressed exchange or restructuring, or misses its interest payment," S&P said. FORUM ENERGY: Commences Tender Offer and Consent Solicitation ------------------------------------------------------------- Forum Energy Technologies, Inc. has commenced a modified "Dutch Auction" tender offer and consent solicitation for a portion of its outstanding 6.250% Senior Notes due 2021. Title of Security: 6.250% Senior Notes due 2021 CUSIP Number: 34984V AB6 Principal Amount Outstanding: $387,830,000 Tender Cap: $80,000,000 Early Tender Payment: 50.00 Total Consideration Acceptable Range: $340.00 to $400.00 Forum is offering to purchase, for cash, an aggregate principal amount of Notes that would result in a maximum aggregate payment amount of up to $80.0 million (exclusive of accrued and unpaid interest), in accordance with the modified "Dutch Auction" procedures. Holders must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on April 28, 2020, unless extended by Forum in its sole discretion, in order to be eligible to receive the Total Consideration for their Notes. The "Total Consideration" payable in cash will be equal to the Clearing Price determined on or prior to the Early Acceptance Date. The Total Consideration will include an amount equal to $50.00 for each $1,000 principal amount of Notes accepted for purchase. The Offer will expire at 11:59 p.m., New York City time, on May 12, 2020, unless extended or earlier terminated by Forum in its sole discretion. Notes tendered may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on April 28, 2020, unless extended by Forum in its sole discretion, but not thereafter, except in the limited circumstances discussed in the Statement. Forum reserves the right to amend, extend or terminate the Offer at any time. The Offer is subject to the satisfaction of certain conditions as described in the Offer to Purchase and Consent Solicitation Statement dated April 15, 2020. The Offer is being conducted as a modified "Dutch Auction." Holders who elect to participate must specify the price they would be willing to receive in exchange for each $1,000 principal amount of Notes they tender in the Offer. The price that holders specify for each $1,000 principal amount of Notes must be in increments of $5.00, and must be within a range of $340.00 to $400.00 per $1,000 principal amount of Notes. Holders who do not specify a price will be deemed to have specified a price equal to the Minimum Offer Price in respect of Notes tendered and to accept the Clearing Price determined by Forum. Tenders of Notes for which a price is specified below the Minimum Offer Price or in excess of the Maximum Offer Price will not be accepted and will not be used for the purpose of determining the Clearing Price. Tenders of Notes for which a price is specified other than in whole increments of $5.00 will be rounded down to the nearest $5.00 increment. Forum, if it accepts Notes in the Offer, will accept Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender and Consent Date in the order of the lowest to the highest tender prices specified by tendering holders (in increments of $5.00), and promptly following the Early Tender and Consent Date will select the single lowest price per $1,000 principal amount of Notes to enable Forum to purchase the principal amount of Notes that would result in an aggregate payment amount equal to the Tender Cap (or, if the aggregate payment amount would be less than the Tender Cap, all Notes so tendered). Forum will pay the same price for all Notes validly tendered at or below the Clearing Price and accepted for purchase by Forum in the Offer, except the price paid for Notes validly tendered after the Early Tender and Consent Date but at or prior to the Expiration Date (and not validly withdrawn) and accepted for purchase by Forum (if any) will be equal to the Clearing Price less the Early Tender Payment. All Notes not accepted on the Early Acceptance Date as a result of proration and all Notes tendered at prices in excess of the Clearing Price will be rejected from the Offer and will be returned to tendering holders at Forum's expense promptly following the earlier of the Expiration Date or the date on which the Offer is terminated. If the Offer is not fully subscribed as of the Early Tender and Consent Date, all Notes validly tendered at or prior to the Early Tender and Consent Date may be accepted without proration, provided the conditions to the Offer are satisfied or waived by Forum. Any Notes validly tendered after the Early Tender and Consent Date and at or prior to the Expiration Date may be accepted subject to proration in accordance with the terms of the Offer in the event that the aggregate principal amount of all Notes tendered as of the Expiration Date would result in an aggregate payment amount that exceeds the Tender Cap. Holders whose Notes are accepted by Forum for purchase pursuant to the Offer, will also be eligible to receive accrued and unpaid interest on their Notes accepted for purchase, up to, but excluding, the date of payment of the applicable consideration. All Notes that are tendered and accepted for purchase in the Offer will remain outstanding until the Company decides, in its sole discretion, to retire or cancel such Notes, and such Notes may be held in a newly designated unrestricted subsidiary of Forum. In connection with the Offer, Forum is soliciting from the holders Consents to certain proposed amendments to eliminate substantially all of the restrictive covenants and certain of the default provisions contained in the indenture governing the Notes. A tender of Notes under the procedures described in the Statement will constitute the consent of such Holder to the Proposed Amendments. Holders may not tender their Notes without delivering their Consents and may not deliver their Consents without tendering their Notes pursuant to the Offer. The Proposed Amendments require that the Company accept for payment validly tendered and not validly withdrawn Notes representing at least a majority of the aggregate principal amount of the Notes then outstanding (excluding Notes owned by the Company or any of its affiliates) to become effective. The Proposed Amendments, if they become effective, may have adverse consequences for holders of Notes that are not accepted for purchase in the Offer, including Notes not repurchased due to proration. Questions regarding the Offer may be directed to BofA Securities at 888-292-0070 (U.S. toll-free) and 980-388-3646 (collect). Copies of the Statement may be obtained from the Information Agent for the Offer, D.F. King & Co., Inc. at 866-864-7961 (U.S. toll-free). About Forum Forum Energy Technologies -- http://www.f-e-t.com/-- is a global oilfield products company, serving the drilling, downhole, subsea, completions and production sectors of the oil and natural gas industry. The Company's products include highly engineered capital equipment as well as products that are consumed in the drilling, well construction, production and transportation of oil and natural gas. Forum is headquartered in Houston, TX with manufacturing and distribution facilities strategically located around the globe. Forum Energy reported a net loss of $567.06 million for the year ended Dec. 31, 2019 compared to a net loss of $374.08 million for the year ended Dec. 31, 2018. * * * As reported by the TCR on April 13, 2020, S&P Global Ratings lowered its issuer credit rating on Forum Energy Technologies Inc. to 'CCC' from 'B-'. "Our downgrade considers the heightened risk of a distressed debt exchange. With a significant debt maturity looming, Forum's current debt trading levels, and the weak capital market conditions, we believe there is an increased likelihood that the company could engage in a transaction we could consider to be distressed. In March 2020, Moody's Investors Service downgraded Forum Energy Technologies, Inc.'s Corporate Family Rating to Caa1 from B2, Probability of Default Rating to Caa1-PD from B2-PD, and senior unsecured notes rating to Caa2 from B3. Forum's Speculative Grade Liquidity rating was downgraded to SGL-4 from SGL-3. "Forum's rating downgrade reflects increased debt refinancing risk and elevated risk of default, including from a distressed exchange," said Jonathan Teitel, Moody's Analyst. FRONTIER COMMUNICATIONS: S&P Cuts ICR to 'D' on Chapter 11 Filing ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based telecommunications service provider Frontier Communications Corp. to 'D' (default) from 'SD' (selective default). At the same time, S&P is lowering its issue-level ratings on Frontier's senior secured first and second-lien debt and priority subsidiary-level debt to 'D' from 'CCC+'. S&P is also lowering its issue-level ratings on Frontier's senior unsecured debt to 'D' from 'CCC-'. The rating action follows Frontier's announcement that it filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code as part of a prenegotiated restructuring agreement. Frontier reached the agreement with bondholders representing more than 75% of its approximately $11 billion in outstanding unsecured bonds. GLOBAL EAGLE: Board Approves 1-for-25 Reverse Stock Split --------------------------------------------------------- Global Eagle Entertainment Inc.'s board of directors has approved a reverse stock split of the Company's common stock, at a ratio of 1-for-25, following the approval of the reverse stock split by the Company's stockholders at the Special Meeting of Stockholders held on March 17, 2020. Starting with the opening of trading on April 16, 2020, the Company's common stock trades on The Nasdaq Capital Market on a split-adjusted basis under a new CUSIP number, 37951D300. The Company's trading symbol will continue to be "ENT." The objective of the reverse stock split was to enable the Company to regain compliance with the Nasdaq minimum $1.00 bid price requirement and maintain its listing on Nasdaq. The Company can regain compliance with the Nasdaq requirement by maintaining a closing bid price of $1.00 per share for a minimum of ten consecutive trading days on or before May 4, 2020. The reverse stock split reduced the number of shares of common stock issued and outstanding from approximately 92,944,935 to approximately 3,717,797. The reverse stock split affects all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's common stock, except for adjustments that may result from the treatment of fractional shares. No fractional shares will be issued as a result of the reverse stock split. Stockholders who would have been entitled to a fractional share as a result of the reverse stock split will instead receive a cash payment from the transfer agent in an amount equal to the fractional share multiplied by the closing price of our common stock the day before the reverse stock split became effective. The Company has chosen its transfer agent, American Stock Transfer & Trust Company, LLC, to act as exchange agent for the reverse stock split. About Global Eagle Headquartered in Los Angeles, California, Global Eagle -- http://www.GlobalEagle.com/-- is a provider of media, content, connectivity and data analytics to markets across air, sea and land. Global Eagle offers a fully integrated suite of rich media content and seamless connectivity solutions to airlines, cruise lines, commercial ships, high-end yachts, ferries and land locations worldwide. Global Eagle incurred a net loss of $236.60 million for the year ended Dec. 31, 2018, compared to a net loss of $357.11 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $683.41 million in total assets, $1.02 billion in total liabilities, and a total stockholders' deficit of $340.34 million. * * * As reported by the TCR on July 29, 2019, S&P Global Ratings affirmed all ratings on Global Eagle Entertainment Inc., including its issuer credit rating of 'CCC', and revised the outlook to developing to reflect greater flexibility to allow management to execute on its growth initiatives. The outlook change reflects a significantly improved liquidity profile following the recent incremental term loan and credit agreement amendment, which buys the company more time to execute on its growth plan. The TCR reported on April 8, 2020 that Moody's Investors Service downgraded the corporate family rating of Global Eagle Entertainment, Inc. to Caa2 from B3. The downgrade of Global Eagle's CFR to Caa2 reflects Moody's expectations that the company's revenue and EBITDA will experience declines in the double-digit percentage range in 2020 leading to very high leverage (Moody's adjusted debt to EBITDA) and weak liquidity. HANNON ARMSTRONG: S&P Rates Senior Notes Due 2025 'BB+' ------------------------------------------------------- S&P Global Ratings said it assigned its 'BB+' senior unsecured debt rating on the $350 million of senior notes due 2025 being offered by HAT Holdings I LLC (HAT I) and HAT Holdings II LLC (HAT II) as co-issuers. The notes will be fully and unconditionally guaranteed by Hannon Armstrong Sustainable Infrastructure Capital Inc. (HASI), (BB+/Stable/--). HAT I and HAT II are HASI's taxable real estate investment trust subsidiaries, and HASI intends to use net proceeds of this offering to acquire or refinance, in whole or in part, eligible green projects. Prior to the full investment of the net proceeds, HASI intends to repay a portion of its outstanding revolving borrowings. Pro-forma for this issuance, S&P expects debt to adjusted total equity (ATE) to remain at approximately 2.0x. It deducts HASI's nonservicing intangibles (including lease intangibles), net operating loss tax carryforwards, and the residual interest in off-balance-sheet securitizations from reported equity in S&P's measure of ATE. S&P's ratings on HASI reflect its relatively low leverage, conservative underwriting standards, and experienced management team. The company typically operates with leverage below its target of up to 2.5x debt to equity and has had a strong underwriting track record on a diverse portfolio of infrastructure investments. Partially offsetting these strengths are the company's niche position relative to larger competitors, such as banks and insurers, and some large single investment exposures. HUDSON TECHNOLOGIES: Has Until Oct. 12 to Regain Nasdaq Compliance ------------------------------------------------------------------ Hudson Technologies, Inc. received on April 17, 2020, a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that, due to recent market turmoil, Nasdaq has filed a rule change tolling the compliance period for bid price requirements through June 30, 2020. As a result, the requirement of the Company to regain compliance with a minimum bid price of at least $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), has been extended from July 27, 2020 to Oct. 12, 2020. On Aug. 1, 2019, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that, based upon the closing bid price of the Company's common stock for the prior 30 consecutive business days, the Company no longer met the requirement to maintain a minimum bid price of at least $1.00 per share, as set forth in the Rule. The Company was provided a period of 180 calendar days, or until Jan. 28, 2020, in which to regain compliance with the minimum bid price requirement. Also, as previously disclosed, on Jan. 30, 2020, the Company received notice from Nasdaq indicating that, while the Company has not regained compliance with the minimum bid price requirement, the staff of Nasdaq has determined that the Company is eligible for an additional 180-day period, or until July 27, 2020, to regain compliance. The Staff's determination was based on (i) the Company meeting the continued listing requirement for market value of its publicly held shares and all other applicable initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and (ii) the Company providing written notice to Nasdaq of its intent to cure the deficiency during this second compliance period by effecting a reverse stock split, if necessary. If at any time during this second, 180-day period the closing bid price of the Company's Common Stock is at least $1.00 per share for at least a minimum of 10 consecutive business days, the Staff will provide written confirmation of compliance. If compliance cannot be demonstrated by July 27, 2020 (now extended to Oct. 12, 2020), Nasdaq will provide written notification to the Company that its Common Stock will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Rule or maintain compliance with other Nasdaq continued listing requirements. About Hudson Technologies Headquartered in Pearl River, New York, Hudson Technologies, Inc. -- http://www.hudsontech.com-- is a refrigerant services company providing innovative solutions to recurring problems within the refrigeration industry. The Company's products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems, and include refrigerant and industrial gas sales, refrigerant management services consisting primarily of reclamation of refrigerants and RefrigerantSide Services performed at a customer's site, consisting of system decontamination to remove moisture, oils and other contaminants. Hudson Technologies reported a net loss of $25.94 million for the year ended Dec. 31, 2019, compared to a net loss of $55.66 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $180.15 million in total assets, $135.04 million in total liabilities, and $45.11 million in total stockholders' equity. ICONIX BRAND: Receives Noncompliance Notice from Nasdaq ------------------------------------------------------- Iconix Brand Group, Inc., received a letter from the Listing Qualifications Department of The Nasdaq Stock Market, LLC on April 13, 2020, notifying the Company that the Staff of Nasdaq has determined that the minimum market value of its publicly held common stock fell below $15,000,000 for a period of 30 consecutive business days (from Feb. 24, 2020 through April 9, 2020) and that, therefore, the Company did not meet the minimum market value of publicly held shares requirement set forth in Nasdaq Listing Rule 5450(b)(2)(c). The letter also states that pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company will be provided 180 calendar days to regain compliance with the Minimum Market Value Rule, which period expires Oct. 12, 2020. In accordance with Rule 5810(c)(3)(D), the Company can regain compliance with the Minimum Market Value Rule, if, at any time during such 180-day period, the Market Value of Publicly Held Shares of the Company's common stock is at least $15,000,000 for a minimum period of 10 consecutive business days. If the Company cannot demonstrate compliance with the Minimum Market Value Rule, the letter further provided that the Company will receive written notice from Nasdaq that its securities are subject to delisting from the Nasdaq Global Market. If the Company does not regain compliance within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company's shares of common stock will be subject to delisting. At such time, the Company may appeal the delisting determination to a Hearings Panel. On April 16, 2020, the Nasdaq Stock Market LLC approved relief for certain filers with respect to the Minimum Market Value Rule. As a result, the Company has until Dec. 24, 2020, to regain compliance with the Minimum Market Value Rule. The Company intends to monitor the market value of its publicly held common stock between now and Dec. 24, 2020, and will consider available options to resolve the Company's noncompliance with the Minimum Market Value Rule, as may be necessary. There can be no assurance that the Company will be able to regain compliance with the Minimum Market Value Rule or will otherwise be in compliance with other Nasdaq listing criteria. About Iconix Brand Iconix Brand Group, Inc. owns, licenses and markets a portfolio of consumer brands including: CANDIE'S, BONGO, JOE BOXER, RAMPAGE, MUDD, MOSSIMO, LONDON FOG, OCEAN PACIFIC, DANSKIN, ROCAWEAR, CANNON, ROYAL VELVET, FIELDCREST, CHARISMA, STARTER, WAVERLY, ZOO YORK, UMBRO, LEE COOPER, ECKO UNLTD., MARC ECKO, ARTFUL DODGER, and HYDRAULIC. In addition, Iconix owns interests in the MATERIAL GIRL, ED HARDY, TRUTH OR DARE, MODERN AMUSEMENT BUFFALO and PONY brands. The Company licenses its brands to a network of retailers and manufacturers. Through its in-house business development, merchandising, advertising and public relations departments, Iconix manages its brands to drive greater consumer awareness and brand loyalty. Iconix Brand reported a net loss attributable to the company of $111.51 million for the year ended Dec. 31, 2019, compared to a net loss attributable to the company of $100.52 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $506.06 million in total assets, $727.96 million in total liabilities, $34.46 million in redeemable, non-controlling interests, and a total stockholders' deficit of $256.36 million. BDO USA, LLP, in New York, NY, the Company's auditor since 1998, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has suffered recurring losses and has certain debt agreements which require compliance with financial covenants. The COVID 19 pandemic is expected to have a material adverse effect on the Company's results of operation, cash flows and liquidity, including compliance with future debt covenants. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ISLAND VIEW: Trustee's Sale of Residential Units in Phase 1 Okayed ------------------------------------------------------------------ Judge Eric L. Frank of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania (i) authorized Kevin O'Halloran, the Chapter 11 trustee for Island View Crossing II, LP, to sell the residential unit in Phase 1; (ii) authorized the procedures for the approval of future sales of residential units in Phase 1 free and clear of all liens, claims and interests; and (iii) limiting notice of future sales of residential units. Phase 1 is known as "The Townhomes at Radcliffe Court on the Delaware," a planned community. The status of the vertical construction in Phase 1 of the Project is as follows: a. The Trustee retained McGrath & Son Development, LLC as his construction manager for Phase 1. b. Five buildings (Nos. 2, 3, 4, 8 and 10) have been constructed in Phase 1 containing a total of 26 Residential Units at different stages of completion. Twelve of the twenty-six Residential Units are 100% complete and available for sale. c. Two buildings (Nos. 2 & 4) are 100% complete. i. Building 2 has 5 Residential Units (nos. 7 to 11). Residential Units Nos. 10 and 11 are fully furnished model homes; and ii. Building 4 has 7 Residential Units (nos. 41 to 47). d. Vertical construction has also begun for three additional buildings (building nos. 3, 8 and 10). i. Building 3 contains 4 Residential Units (nos. 12 to 15). This building is framed, and the roof and exterior are installed. The rough mechanicals are also completed. The next task at this building is framing and mechanical inspections. ii. Building 8 contains 6 Residential Units (nos. 16 to 21). This building is framed, and the roof and exterior are installed. The next task at this building will be the interior framing and rough mechanicals. iii. Building 10 contains 4 Residential Units (nos. 37 to 40). This building is framed, and the roof and exterior are installed. The rough mechanicals are completed and have been inspected and the building is insulated. Final plumbing, electric, HVAC need to be installed. The Sale Agreement and the transactions contemplated therein including the transfer of the Under-Contract Residential Unit by the Trustee to the Buyer as provided in the Sale Agreement, are approved. The sale is free and clear of all Interests, with any such Interests attaching to the proceeds of the sale. At the time of closing on the Under-Contract Residential Unit, the Trustee is authorized to pay from the proceeds of sale of the Under-Contract Residential Unit the following: a. First, the amount needed to satisfy any outstanding post-petition property taxes and post—petition municipal liens due the applicable governmental authorities; b. Second, the amount needed to satisfy the real estate commissions due the Trustee's Broker, ifapplicable; c. Third, the normal and customary closing costs including, but not limited to, transfer taxes and any recording fees; d. Fourth, the sum of $12,350 to the Redevelopment Authority of Bucks County; e. Fifth, the sum of $25,000 to Prudential Bank; and f. the balance will be retained and utilized by the Trustee to ﬁnance the construction and completion ofthe Remaining Residential Units in Phase 1. The Order will be effective immediately upon entry of same and the 14-day stay as provided for in Fed. R. Bankr. P. 6004(h) will be, and is, waived without further notice. The Procedures for the sale of the Remaining Residential Units in Phase 1 set forth in the Motion are approved. The Trustee is authorized to proceed with obtaining approval of the sale of the Remaining Residential Units in Phase 1 in accordance with the Procedures. No less than 21 days prior to the proposed closing on the sale of a Remaining Residential Unit, the Trustee will file with the Court and serve the Sale Notice and a proposed form of Order approving the proposed sale of Remaining Residential Unit(s) upon the Sale Notice Parties. Any party-in-interest will have 14 days from the date of the Sale Notice to file a response to the proposed sale set forth in the Sale Notice with the Court and serve a copy upon the Trustee's counsel. If no response is filed within 14 days after the date of the Sale Notice, the Trustee will certify the same to the Court and request entry of the Order authorizing the sale ofthe Remaining Residential Unit(s). If a response is filed to a Sale Notice, and such dispute cannot be resolved consensually by the Trustee and the objecting party, the Trustee will contact the Court to obtain a hearing date and time to consider the Sale Notice and the response thereto. The Trustee will serve a notice of hearing in connection with the Sale Notice and the response thereto upon the Sale Notice Parties. The procedures set forth to obtain approval of a future sales of Residential Units in Phase 1 will be considered compliant with Local Bankruptcy Rule 9014-3. A copy of the Exhibit C and the Agreements is available at https://tinyurl.com/qmlaa7u from PacerMonitor.com free of Charge. About Island View Crossing II Island View Crossing II, L.P., Calnshire Estates, LLC and Steeple Run, LP filed their respective Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 17-14454, 17-14457 and 17-14458, respectively) on June 30, 2017. Island View, Calnshire Estates, and Steeple Run, are affiliates of One State Street Associates which filed a voluntary petition on June 21, 2017 (Bankr. E.D. Pa. Case No. 17-14291). The Debtors are managed by Renato J. Gualtieri, a real estate developer based in Langhorne, PA. The Debtors' individual cases have not been ordered to be jointly administered or consolidated and thus, each Debtor has its own separate bankruptcy estate. The Hon. Eric L. Frank presides over these cases. The petitions were signed by Renato J. Gualtieri, president of the Debtors' corporate general partner. At the time of the filing, Calnshire Estates had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Island View Crossing and Steeple Run estimated their assets and debts at $1 million to $10 million. The Debtors tapped Smith Kane Holman, LLC as their bankruptcy counsel, and Stradley Ronon Stevens & Young, LLP as special litigation counsel. On Jan. 30, 2018, the U.S. Trustee for Region 3 appointed Kevin O'Hallaron as the Chapter 11 trustee in the case of Island View Crossing II, L.P. The trustee hired Karalis PC, as bankruptcy counsel, and Newbridge Management LLC as financial advisor. JOSEPH A. BRENNICK: $410K Sale of Conway Property to Durkits Okayed ------------------------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida authorized Joseph A. Brennick 's sale of the real property located 94 Whitaker Lane, Conway, New Hampshire to Steve and Merlene Durkit for $410,000, cash, in accordance with the terms of the Contract and the Order. The Seller will be responsible for certain Closing Costs as further detailed in the Contract and the Motion, which will be paid from the proceeds from the sale at the Closing. In addition, the Seller will be authorized to pay any brokers' fees contemplated by the Contract, in a total amount not to exceed 5%, which will be paid directly from the proceeds from the sale at the Closing. The remainder of the proceeds after payment of the Closing Costs and the Broker Fees will be deposited into an escrow account with Stichter Riedel pending further order of the Court. The IRS' federal tax liens, if any, attach to the Debtor's interest in the net sale proceeds to the same extent, validity, and priority as existed prepetition. The ordinary and necessary pro-rations will be applied at the Closing pursuant to the terms of the Contract, including pro-rations for real estate taxes, and for any income and expenses from the Real Property. The sale is free and clear of all clear of all liens, claims, encumbrances, and interests, and debts. Notwithstanding Bankruptcy Rule 6004(g), and 6006(d) and 7062, the Order is effective and enforceable immediately upon entry and there is no reason for delay in the implementation of the Order. A hearing on the Motion was held on March 24, 2020, at 3:30 p.m. A copy of the Agreement is available at https://tinyurl.com/s7btw9a from PacerMonitor.com free of charge. Joseph A. Brennick sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 18-07874) on Sept. 18, 2018. The Debtor tapped Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Postler, P.A., as counsel. KAMC HOLDINGS: S&P Downgrades ICR to 'B-'; Outlook Stable --------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on KAMC Holdings Inc. (d/b/a Franklin Energy) to 'B-' from 'B', 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 are unchanged. The downgrade reflects S&P's expectations that COVID-19-related business disruption will uphold leverage above 7x through 2021. Meaningful demand reduction related to COVID-19 social isolation restrictions, combined with weaker-than-anticipated performance in 2019, and a still uncertain path to recovery, support its view that leverage is likely to increase to about 8x in 2020 and remain above 7x through 2021. "Restrictions, including the closure of commercial properties and limited access to residential properties, are suspending on-premise energy audits and implementation of energy efficiency plans to which more than a third of the company's revenues are tied. This portion of the revenues requires face-to-face interaction and can only resume once social isolation restrictions are lifted. About 15% of the revenue base will be upheld by the fixed-fee portion of program fee revenues as well as payment for planning, consulting, engineering, and design stages of programs, and sales of do-it-yourself kits, which we expect will continue despite the pandemic. We expect a large portion of the affected revenue to be merely deferred, with large-scale efficiency projects likely to be implemented at an accelerated pace once restrictions are lifted, which could lead to significantly improved performance in the second half of the year. Additionally, good gross margins, low capital intensity, manageable debt-service costs, and sufficient liquidity should allow Franklin to successfully navigate this period of reduced demand, and return to generating FOCF to debt in the low- to mid-single-digits by 2021," 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 of about $50 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 stem from losses of key customers, persistently reduced demand, or greater-than-expected competitive pressures. We could also lower the rating if the company's available liquidity declines below $25 million, a point where we would no longer expect the company to cover cash flow deficits through a prolonged reduction in demand," S&P said. "We could raise our ratings if the company demonstrates strong operating performance and deleverages through EBITDA growth such that we expect leverage to decline to and sustain below 7x and FOCF to debt in the mid-single-digit percent area. This could occur from faster-than-expected organic revenue growth after the COVID-19 restrictions abate, the realization of additional cost savings, and improved operating leverage," the rating agency said. LINCOLN PARK, MI: S&P Alters Outlook to Negative ------------------------------------------------ S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB+' underlying rating (SPUR) on the City of Lincoln Park, Mich.'s limited-tax general obligation (GO) debt. The city's limited-tax GO pledge is payable from ad valorem taxes levied on all taxable property, subject to statutory limitations. It pledges to annually levy ad valorem taxes within authorized millages to fund its obligations and, to the extent that taxes are insufficient, all other available revenue sources are pledged for payment. S&P rates the limited-tax GO debt on par with its view of the city's general creditworthiness, given a lack of limitations on the fungibility of resources available for debt service. "The negative outlook reflects Lincoln Park's vulnerable position that leaves very little margin for error should revenues, expenditures, or pension assumptions fall short of expectations in the current situation given the constrained revenue and expenditures environment under which the city operates and high fixed costs," said S&P Global Ratings credit analyst Anna Uboytseva. If management is unable to appropriately deal with upcoming challenges and the city's finances take a major hit, S&P could lower the rating. Alternatively, S&P could revise the outlook to stable if the city's finances remain in stable condition despite the pressures. S&P Global Economics is projecting that the COVID-19 pandemic has caused the national economy to fall into a recession, which the rating agency thinks signals a strong likelihood of a near-term economic slowdown at the local level as well. Lincoln Park's two pension plans, Municipal Employees' Retirement System (MERS) and Police and Fire Pension Plan, are severely underfunded (23% and 31.4%, respectively), meaning that the city's pension systems are at risk of asset depletion. "At such low funded levels, we believe there is a high likelihood of cost escalations and some risk that one or both pension systems could enter insolvency in a sustained bear market. While the city has been dealing, at times successfully, with pension and revenue pressures for quite a while, the COVID-19 pandemic, the equity markets crash, and the ensuing recession could expose the fragility of Lincoln Park's budget and economy. Factoring the very high fixed costs that we anticipate will escalate, and the resulting pressure this can place on the budget, we continue to assess management as weak, which caps the rating," S&P said. Following five years of consecutive surpluses, Lincoln Park has built up the cash to the point where it can withstand some degree of negative revenue or expenditure pressures. Based on the most recently available audit (June 30, 2019), the city's general fund had a cash balance of $6.2 million and an available fund balance of $4.9 million, equal to 22% of general fund expenditures. This liquidity will buy the city some time and should allow it to prepare for what's to come. "In our opinion, Lincoln Park faces major ongoing uncertainties, which could lead to inadequate capacity to meet its financial commitment on the obligations, although, at the current rating category, we think the rated obligation is less vulnerable to nonpayment than other speculative-grade issues," S&P said. The 'BB+' long-term rating reflects the following characteristics: -- Very weak economy, with significant population decline, yet access to a broad and diverse metropolitan statistical area; -- Weak management, despite standard financial policies and practices under S&P's Financial Management Assessment methodology; -- Very weak budgetary performance; -- Adequate budgetary flexibility; -- Adequate liquidity; -- Adequate debt and contingent liability profile; and -- Strong institutional framework score. LINDRAN PROPERTIES: June 4 Auction of Chicago Property Set ---------------------------------------------------------- Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Lindran Properties, LLC's bidding procedures on connection with the sale of the improved real property located in Chicago, Illinois, consisting of 264 low income housing units in 13 buildings as more fully described in the Agreement, for $3.9 million, subject to overbid. The Bid Protections are approved. The Debtor is authorized to pay the Bid Protections, as applicable, to the Stalking Horse Bidder out of the proceeds from any Alternative Transaction, pursuant to the Bid Procedures. The Bid Protections will be paid from the proceeds of such transaction as a superpriority administrative expense claim senior to all other administrative expense claims, and prior to any recovery by the Trustee. Except for the Earnest Money, Break-Up Fee, and Expense Reimbursements, all liens, claims, encumbrances, and interests on the Property, including, without limitation, the asserted liens, claims, and encumbrances of the Receiver, the Trustee, and Paper Street Realty, LLC, will attach to the proceeds from the Sale with the same force, effect, validity, and priority as such liens, claims, encumbrances, and interests had on such Property prior to the closing of the Sale, pursuant to applicable law and any order entered by the Court. For the avoidance of doubt, the Receiver's claim against the proceeds from the Sale will include all fees and costs incurred by the Receiver with respect to the Property, including, without limitation, those reasonable attorneys' fees and costs incurred by the Receiver in the bankruptcy case, to and including the closing of the Sale, notwithstanding whether such certificates have been filed with or approved by the Housing Court. All the Receiver's certificates issued after closing of the Sale, pursuant to 65 ILCS 5/11-31-2, and the Receiver's Bankruptcy Fees, will attach to and constitute liens against the proceeds of the Sale of the same priority as such liens would have had against the Property if issued prior to closing. No proceeds of the Sale will be distributed until: (a) order of the Bankruptcy Court; and (b) all the Receiver's certificates for fees and costs incurred to and including the closing of the Sale have been approved by the Housing Court, unless alternative arrangements are agreed to in writing by the City of Chicago, the Receiver, the Trustee, and the Debtor. The Sale Notice is approved. The Debtor will serve a copy ofthe Sale Notice, including the Bid Procedures, three business days after entry of the Order, on all Sale Notice Parties. The salient terms of the Bidding Procedures are: a. Bid Deadline: June 1, 2020 b. Initial Bid: $3.9 million, plus $50,000 cash, plus the Break-Up Fee and Expense Reimbursement ($100,000) c. Deposit: 5% of the Bid d. Auction: If one or more Qualified Bids, in addition to the Stalking Horse Bid, is received by the Bid Deadline, an Auction will be on June 4, 2020 at 10:00 a.m. at Hill PLC, 130 E. Randolph Street, Suite 3900, Chicago, Illinois e. Bid Increments: $25,000 f. Sale Hearing: June 16, 2020 at 11:00 a.m. g. Sale Objection Deadline: June 11, 2020 h. Closing: 14 days after entry of Sale Order i. Credit Bid: The Trustee will be allowed to credit bid for the Property. If the Trustee is the Successful Bidder in an Alternative Transaction, the Trustee will pay the Break-Up Fee and Expense Reimbursement to the Stalking Horse Bidder in cash, as well as any valid liens and claims of greater priority, within three days of the Closing or, if alter Closing, within three days after receipt of notice by the Trustee that the Receiver's certificates have been approved by the Housing Court or other applicable authority. The Debtor will file and serve a proposed order approving the Sale no later than June 3, 2020. A copy of the Bidding Procedures is available at Lindran_Properties_107_Order from PacerMonitor.com free of charge. About Lindran Properties Lindran Properties, LLC, owner of real properties in Chicago, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-02834) on Jan. 31, 2020. In the petition signed by Andrew Belew, president, the Debtor estimated $1 million to $10 million in assets and $1 million to $50 million in liabilities. Judge Jack B. Schmetterer oversees the case. Scott N. Schreiber, Esq., at Clark Hill PLC, is the Debtor's legal counsel. LONE STAR: Sale of Approx. 32-Acre San Antonio Property Approved ---------------------------------------------------------------- Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized Lone Star Brewery Development, Inc.'s auction sale of tracts of real property that are approximately 32 acres of land and a complex of historic structures formerly housing the Lone Star Brewery just south of downtown San Antonio, Texas. The Sale Notice is approved. Within three business days after the Court enters an Order approving the Sale Procedures Motion, the Debtor will serve the Sale Notice upon all Sale Notice Parties. The Sale Procedures which relate to the sale of the Property are approved. Any party wishing to participate as a qualified bidder should provide an Asset Purchase Agreement, evidence of the qualified bidder's financial ability to close the transaction no later than close of business on April 6, 2020. Any such Bid submitted by the Bid Deadline will be in the amount of at least $13.5 million to be a Qualified Bid and to allow the bidder to become a Qualified Bidder. The deposited funds will be held by PC&P in its trust account until after the closing of the sale. The Earnest Money Deposit ($100,000) of all Qualified Bidders (except for the Successful Bidder) will be returned, without interest, to each Qualified Bidder as soon as reasonably practicable but in any event within seven business days after the closing of the Sale. By no later than noon on April 7, 2020, the Debtor will file a notice with the Court stating whether it has timely received a binding offer to purchase the Property in a cash amount of at least $13.5 million. The Debtor will also provide secured lender BI 28, LLC, evidence of each Qualified Bidder's financial ability to close the transaction. In the event that the Debtor (a) files a notice stating that it has not received a cash offer of at least $13.5 million, or (b) has failed to timely pay the taxes by March 31, 2020, the Court will hold a hearing to approve a sale of the Property to BI 28 or its assignee, free and clear of all liens, claims, interests and encumbrances, based on a credit bid of BI 28's debt, including accrued interest and fees, on April 13, 2020, at 10:00 a.m. In the event Debtor receives at least one Qualified Bid, the counsel for the Debtor will file a notice with the Court and notify the Court’s courtroom deputy that the Sale Hearing will be continued to April 23, 2020, at 9:30 a.m., where the Debtor will ask approval of the sale of the Property to the Successful Bidder. In the event the Debtor receives more than one Qualified Bid by the Bid Deadline, the Debtor will conduct an auction for the sale of the Property at the offices of Pulman, Cappuccio & Pullen, LLP, 2161 NW Military Highway, Suite 400, San Antonio, Texas 78213 on Friday April 17, 2020 at 1:30 p.m. (CT), where only the four highest Qualified Bidders may participate in such Auction. The closing of the sale of the Property will occur no later than May 1, 2020. The Closing Deadlines may be modified upon an agreement between Debtor, the Successful Bidder, and BI 28. If any Successful Bidder fails to consummate a Sale because of a breach or failure to perform on the part of such Successful Bidder, the Qualified Bidder that had submitted the next highest or otherwise best Qualified Bid at the Auction (if any), as determined by the Debtor will be deemed to be the Successful Bidder for the Property and the Debtor will be authorized to consummate the Sale of the Property to such Back-Up Bidder without further order of the Bankruptcy Court and such Qualified Bid will thereupon be deemed the Successful Bid. In the event that BI 28's senior secured claim has not been satisfied in full by May 1, 2020, the Court will hold a hearing to approve a sale of the Property to BI 28 or its assignee, free and clear of all liens, claims, interests and encumbrances, based on a credit bid of BI 28's debt, including accrued interest and fees, on May 4, 2020 at 10:00 a.m. If any Successful Bidder fails to consummate the purchase of the Property, and such failure to consummate the purchase is the result of a breach by such Successful Bidder, the Earnest Money Deposit of such Successful Bidder will be forfeited to the estate. Any objection(s) to the sale of the Property must be filed by April 9, 2020. Notwithstanding Bankruptcy Rule 6004, the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. To the extent applicable, the stays described in Bankruptcy Rule 6004(h) is waived. A copy of the Sales Procedures is available at https://tinyurl.com/vnfaax5 from PacerMonitor.com free of charge. About Lone Star Brewery Development Lone Star Brewery Development, Inc., owns in fee simple a 32.25-acre industrial complex in San Antonio, Texas, having an appraised value of $30 million. Lone Star Brewery Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-50058) on Jan. 6, 2020. At the time of the filing, the Debtor disclosed $30,000,030 in assets and $27,133,447 in liabilities. Judge Craig A. Gargotta oversees the case. The Debtor tapped Thomas Rice, Esq., at Pulman, Cappuccio & Pullen, LLP, as its legal counsel. MAGNUM MRO: Sale of McKinney Property Approved ---------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Northern District of Texas authorized Magnum MRO Systems, Inc.'s sale of a large volume of inventory and office furniture, consisting of unused chairs, desks, and other office furniture, located at 415 Interchange St., McKinney, Texas. The Liquidation Agreement and all of its terms and conditions are approved in their entirety. Liquidator Richard Hirsch Co., LLC will solicit and document all bids on the Inventory and Office, including those from any lienholders. After such bids are solicited and negotiated, and after the Liquidator has ascertained it has achieved bids representing the maximum value for the Inventory and Office Furniture, considering the necessity to liquidate the Inventory and Office Furniture expeditiously, will submit the highest bids on the Inventory and Office Furniture to this Court for final approval. The sale of the Inventory and Office Furniture will be free and clear of any and all liens, claims, interests, and encumbrances, with such liens, claims, interests, and encumbrances to attach to the proceeds of the sale. The Debtor will have a final hearing for the Court to consider approval of the sale of the Inventory and the Office Furniture. The 14-day stay under Bankruptcy Rule 6004(h) is waived. A copy of the Agreement is available at https://tinyurl.com/uem9yc6 from PacerMonitor.com free of charge. About Magnum MRO Systems Magnum MRO Systems Inc. was formed in Texas on Jan. 12, 2012 and specializes in industrial supplies and hydraulics. Magnum MRO filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-40033) on Jan. 3, 2020. At the time of filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the Debtor's counsel. MARRONE BIO: Secures $1.7M Loan Under Paycheck Protection Program ----------------------------------------------------------------- Marrone Bio Innovations Inc. has secured a $1.7 million loan under the Paycheck Protection Program (PPP) contained within the Coronavirus Aid, Relief and Economic Security (CARES) Act that was signed into law on March 27, 2020. As a U.S. small business, Marrone Bio qualified for the PPP, which allows businesses and nonprofits with fewer than 500 employees to obtain loans of up to $10 million to incent companies to maintain their workers as they manage the business disruptions caused by the COVID-19 pandemic. "Our grower customers are working to meet increasing demand to feed the nation and work as essential businesses during the COVID-19 pandemic. Our products are critical to their success, and we want to ensure our products and our employees are in place to service the needs of farmers across the United States," said Jim Boyd, president and chief financial officer of Marrone Bio. "The proceeds from the PPP loan will provide us with additional employee job security as we work to supply growers nationwide during the important spring growing season. Today, more than ever, it is paramount to continue our important role in the food supply chain so fresh produce can reach the tables of consumers." Boyd also noted that the Company is conserving cash through prudent expense control and restricting non-essential travel while serving customers and working to ensure the safety of its employees, customers and partners. The Loan, evidenced by a promissory note from FiveStar Bank as lender, has a term of two years, is unsecured, and is guaranteed by the Small Business Administration (SBA). The loan bears interest at a fixed rate of one percent per annum with the first six months of interest and principal deferred. Some or all of the Loan may be forgiven if at least 75 percent of the Loan proceeds are used by Marrone Bio to cover payroll costs, including benefits and if the Company maintains its employment and compensation within certain parameters during the eight-week period following the loan origination date and complies with other relevant conditions. Marrone Bio expects to meet the requirements for full Loan forgiveness. Any forgiven amount will not be included in taxable income. Marrone Bio has products for both row crops and specialty crops. The company recently published an overview of the current state of various row and specialty crop sectors of agricultural industry. About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. MBI has screened over 18,000 microorganisms and 350 plant extracts, leveraging its in-depth knowledge of plant and soil microbiomes enhanced by advanced molecular technologies to rapidly develop seven effective and environmentally responsible pest management products to help customers operate more sustainably while uniquely improving plant health and increasing crop yields. Supported by a robust portfolio of over 400 issued and pending patents around its natural product chemistry, MBI's currently available commercial products are Regalia, Grandevo, Venerate, Majestene, Haven Stargus and Amplitude, Zelto and Zequanox. Marrone Bio reported a net loss of $37.17 million for the year ended Dec. 31, 2019, compared to a net loss of $20.21 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $72.72 million in total assets, $49.16 million in total liabilities, and $23.56 million in total stockholders' equity. Marcum LLP, in San Francisco, CA, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 16, 2020 citing that the Company 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. MARY MALONE: $2M Sale of Dallas Property to Chatman Approved ------------------------------------------------------------ Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas authorized Mary Malone's sale of her real property located at 5414 Edlen, Dallas, Texas to Augman Investment Group by Shawn T. Chatman for $2 million. The sale is free and clear of all liens, interests, claims and encumbrances, except for the liens that secure 2020 ad valorem taxes which will remain attached to the Property. At Closing the Title company will the allowed to distribute funds to the following parties: A. all reasonable, customary and usual costs of Closing in the sale of the Property including, without limitation, title policy cost, ad valorem real property taxes for years prior to 2020, attorney and documents fees, and a real estate commission; B. the amount necessary to pay the lien claim of NewRez Bank; C. The amount necessary to pay the lien of Chase Bank; and D. All remaining proceeds will be held in the registry of Court until further order of the Court. The tax liens that secure all amounts ultimately owed for tax year 2020 ad valorem property taxes will remain attached to the Property and become the responsibility of the Purchaser. The sale is final and will be effective and enforceable immediately upon entry and will not be stayed pursuant to Bankruptcy Rule 6004(g). Mary Malone sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 20-30050) on Jan. 6, 2020. The Debtor tapped Eric Liepins, Esq., as counsel. MORRIS SCHNEIDER: Trustee's $15K Sale of Remnant Assets to Oak OK'd ------------------------------------------------------------------- Judge Keith L. Phillips of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized Lynn L. Tavenner, the Liquidating Trustee for the Liquidating Trust of Morris Schneider Wittstadt Va., PLLC, to sell all the remnant assets of the Trust to Oak Point Partners, LLC for $15,000. The term Remnant Assets as defined in the Purchase Agreement is modified to exclude the default judgments, and related proceeds, entered by the Court in favor of the Trust and against the following parties: (1) Premier Process, Inc. (Adv. Proc. No. 17-04473); (ii) AMS Servicing, LLC, now known as Seneca Mortgage Servicing (Adv. Proc. No. 17-03052); and (iii) Alliance Realty Capital, LLC (Adv. Proc. No. 17-03084). The Purchase Agreement as modified above, and all of its terms and conditions are approved in their entirety. The Bidding Procedures are approved in their entirety. The sale is free and clear of any and all liens, claims, interests, and encumbrances, with such liens, claims, interests, and encumbrances to attach to the proceeds of the Sale. Pursuant to 11 U.S.C. Section 363(b), the Trustee is authorized to sell, transfer and/or assign the Judgments to SM Financial Services Corp. for $1,000. Pursuant to 11 U.S.C. Section 363(f), the transfer of the Judgments to SM Financial will be free and clear of any and all liens, claims, interests, and encumbrances, with such liens, claims, interests, and encumbrances to attach to the proceeds of the Judgement Sale. The 14-day stay under Bankruptcy Rule 6004(h) is waived. About Morris | Schneider | Wittstadt Morris | Schneider | Wittstadt Va., PLLC, and affiliates filed for Chapter 11 Protection (Bankr. E.D. Va. Case Nos. 15-33370 to 15-33375 and 15-12323) on July 5, 2015. The petition was signed by Mark H. Wittstadt, Esquire, managing partner. Jennifer McLain McLemore, Esq., at Christian & Barton, LLP, represents the Debtors in their restructuring effort. The Debtor was estimated assets at $1 million to $10 million and debts at $10 million to $50 million. Three of the Debtors estimated assets and debt at $0 to $50,000. The Georgia-based law firm sued its former managing partner in 2014 for allegedly embezzling $30 million from the firm's accounts and the accounts of the firm's subsidiary, LandCastle Title. NEWSCO INTERNATIONAL: Proposed Sale of Excess Equipment Approved ---------------------------------------------------------------- Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas authorized Newsco International Energy Services USA, Inc. to sell or dispose of the excess equipment free and clear of liens, for the highest and best offer. The Debtor is authorized and empowered to take such actions as may be necessary and appropriate to implement the terms of the Order. A copy of the list of Equipment to be sold is available at https://tinyurl.com/y6waffql from PacerMonitor.com free of charge. About Newsco International Established in 1994, Newsco International Energy Services USA Inc. -- http://www.newsco-drilling.com/-- is a global directional drilling and MWD (measurement while drilling) service company. Newsco International Energy Services USA filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-36767) on Dec. 4, 2019. In the petition signed by Corey D. Campbell, chief operating officer, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge David R. Jones oversees the case. Stephen A. Roberts, Esq., at Clark Hill Strasburger, is the Debtor's legal counsel. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Jan. 8, 2020. The committee is represented by Renshaw, P.C. NORTHERN DYNASTY: Court Rejects Suit Filed by Anti-Pebble Activists ------------------------------------------------------------------- Northern Dynasty Minerals Ltd. reports that, on Friday April 17, 2020, a US federal district court judge in Alaska granted the US Environmental Protection Agency's 'Motion to Dismiss' a case brought by a collection of anti-Pebble activist groups. The litigation challenged EPA's July 2019 decision to formally withdraw its prior regulatory action under Section 404(c) of the Clean Water Act (initiated in 2014 by the Obama Administration), which sought to pre-emptively veto the Pebble Project before permit applications had been filed or an Environmental Impact Statement ("EIS") permitting process was undertaken. In granting the Motion to Dismiss, US District Judge Sharon L. Gleason found the anti-Pebble activists had "failed to state a claim upon which relief can be granted". In a statement released April 18, 2020, Pebble Limited Partnership CEO Tom Collier said the US legal system has once again re-affirmed the Pebble Project's right to receive a fair and objective permitting review under the Clean Water Act and National Environmental Policy Act. He said the court decision received last week removes yet another obstacle to receiving a Final EIS and Record of Decision on the Pebble Project by mid-2020. The Pebble Partnership statement released April 18, 2020 quotes PLP CEO Tom Collier: "For years, we have sought basic fairness for the Pebble Project to be fully vetted under the regular permitting process and to block attempts to preempt that fundamental right. Once again, a coalition of anti Pebble groups including national environmental groups like the Natural Resources Defense Council have been proven wrong in their ad hominem attacks on Pebble. This time a Federal District Judge in Alaska has ruled that their most recent attack did not even state a cause of action that required review by the court. Therefore, their lawsuit against EPA was dismissed for lack of jurisdiction. "We have long held that the preemptive veto against Pebble was poor public policy and that decisions about the merits of developing a mine at the Pebble Prospect should be made through the legal, statutory process defined by NEPA. The preemptive veto was brought against the project by the Obama era EPA before a single permit to develop had been filed with a regulatory agency. The current administration made the correct decision to withdraw the preemptive veto and allow the project to be reviewed via the legal, statutory process defined by NEPA and the CWA. The Federal District Court correctly recognized the validity of this decision. The EPA, in their decision to withdraw the preemptive veto, noted that a detailed plan of development had been submitted for review allowing the agency and other regulators to fully vet the project. "This decision moves Pebble one step closer to completing its federal permitting process. The U.S. Army Corps of Engineers current schedule calls for the Final Environmental Impact Statement and the Record of Decision for the project to be issued by mid-year. We see no reason why this schedule will not be met, especially now that this meritless litigation has been dismissed. "We firmly believe the project will be developed without harm to the Bristol Bay fishery and for the benefit of the region, especially the communities around Iliamna Lake. Preliminary reports from the Corps of Engineers indicate it can be done responsibly and we look forward their final report this summer." About Northern Dynasty Minerals Northern Dynasty -- http://www.northerndynastyminerals.com-- is a mineral exploration and development company based in Vancouver, Canada. Northern Dynasty's principal asset, owned through its wholly-owned Alaska-based US subsidiary Pebble Limited Partnership, is a 100% interest in a contiguous block of 2,402 mineral claims in southwest Alaska, including the Pebble deposit. The Company is listed on the Toronto Stock Exchange under the symbol "NDM" and on the NYSE American Exchange under the symbol "NAK". Northern Dynasty reported a net loss of C$69.19 million for the year ended Dec. 31, 2019, compared to a net loss of C$15.96 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $154.62 million in total assets, C$16.12 million in total liabilities, and C$138.50 million. Deloitte LLP, in Vancouver, Canada, the Company's auditor since 2009, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company incurred a consolidated net loss of $69 million during the year ended Dec. 31, 2019 and, as of that date, the Company had a working capital deficit of $0.2 million and the consolidated deficit was $556 million. These conditions, along with other matters, raise substantial doubt about its ability to continue as a going concern. NORTHWEST COMPANY: Seeks Chapter 11 Bankruptcy ---------------------------------------------- The Northwest Company, LLC, and affiliate The Northwest.com LLC have sought Chapter 11 bankruptcy protection. Ross Auerbach, president and CEO, explains that a series of unfortunate events that started several years ago led to significant liquidity issues in the Debtors' business. In 2017, the Debtors acquired the sports-branded inventory of Concept One, then a leading manufacturer of licensed backpacks and accessories sold primarily through Walmart. Challenges with the acquired inventory were discovered shortly after the transaction closed. The level of profitability of sales through Walmart was far lower than expected by the Debtors during pre-closing diligence due to inaccurate representations by Concept One. More significant, quality control issues with Concept One products resulted in lost sales opportunities. The Debtors were not able to assimilate the inventory into their core business as they had projected, and sales were far below what was expected. In the meantime, the licenses associated with the inventory required the Debtors to pay large minimum guarantees to the licensors. The overall disappointing sales volume of this inventory drained cash flow from the Debtors' core business. In addition, certain products supplied by Ashford Textiles USA LLC, a key vendor of products to the Debtors, suffered significant quality control issues that caused Walmart to first reduce, then cancel, the Debtors' participation in its juvenile bedding modular program. Such programs are a key source of sales for the Debtors. The loss placed even further strain on the Debtors' liquidity. Then, in 2018, the U.S. Government imposed a tariff of 25% on bags and backpacks imported from China. This tariff was in addition to the already high 17.6% duty imposed on that category of goods, and decreased both demand for the goods and the margins on their sale. Finally, the Debtors' overall sales decreased in recent years in the wake of the declines in the retail sector generally. The current public health crisis, while not the reason for the Debtors' bankruptcy, has exacerbated the Debtors' financial condition. As a result of these factors, the Debtors took the necessary step of commencing these cases preserve and maximize the value of their assets. As of the Petition Date, the Debtor was indebted to CIT Group/Commercial Services, Inc., in the non-contingent liquidated amount of approximately $19,163,981, plus fees, expenses, and other amounts arising under a Prepetition Factoring Agreement. The obligations are secured by liens and security interests encumbering substantially all assets of the Debtors. About the Northwest Company The Northwest Company LLC and The Northwest.com LLC -- http://www.thenorthwest.com/-- 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, Northwest manufactures and sells bedding products, blankets and throws, pillows, bath products (such as towels, bath mats and bath robes) and accessories (such as backpacks and duffels). Northwest also sells self-branded textiles under the Northwest Originals label. Its products are sold through major national retailers and on-line channels. Northwest operates from its showroom in midtown Manhattan as well as corporate offices in Roslyn, New York and Bentonville, Arkansas. It also maintains a sourcing office in Shanghai, China and operates a weaving facility in Ronda, North Carolina. The Northwest Company LLC and The Northwest.com LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10990 and 20-10989) on April 18, 2020. The Debtors tapped SILLS CUMMIS & GROSS P.C. as bankruptcy counsel; and CLEAR THINKING GROUP, LLC as financial advisor. OMNI AGENT SOLUTIONS is the claims agent. In the petitions signed by Ross Auerbach, president and CEO, The Northwest Company was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. ORIGIN AGRITECH: Signs $5M Purchase Agreement with Oasis Capital ---------------------------------------------------------------- Origin Agritech Limited entered into an equity purchase agreement with Oasis Capital, LLC to provide an equity line. Subject to the terms and conditions of the Equity Purchase Agreement, the Company has the right to "put," or sell, up to $5,000,000 worth of ordinary shares to Oasis Capital, LLC, a company formed under the laws of the Commonwealth of Puerto Rico. Oasis Capital's purchase commitment will automatically terminate on the earlier of (a) the date on which Oasis Capital shall have acquired Put Shares for an aggregate purchase price of $5,000,000, (b) April 7, 2022, (c) written notice of termination by the Company to Oasis Capital (which shall not occur at any time that Oasis Capital holds any of the Put Shares), and (d) certain other specified events, such as bankruptcy of the Company. The Company has no obligation to sell any ordinary shares under the Equity Purchase Agreement. Oasis Capital will not be obligated to purchase Put Shares unless and until certain conditions are met, including but not limited to, (i) the ordinary shares are listed or traded on an exchange or indicated trading medium, (ii) the ordinary shares are DWAC eligible, (iii) no chill is imposed on the ordinary shares, (iv) the Company is current in its reporting obligations under the Federal securities laws, and (v) a registration statement being effective which registers Oasis Capital's resale of any Put Shares purchased by it under the Equity Line. The registration statement of which this prospectus is a part, upon effectiveness, is intended to satisfy this Closing Condition. Oasis Capital will pay a purchase price per share equal to 94% of the lowest VWAP of the Company's ordinary shares on NASDAQ during the five trading days immediately following delivery of the put notice by the Company to Oasis Capital. The minimum value of a put notice is $20,000 worth of ordinary shares and the maximum number of ordinary shares is 150% of the average trading volume of the ordinary shares on NASDAQ for the five days preceding the date of the put notice. In connection with the Equity Purchase Agreement, the Company also entered into Registration Rights Agreement with Oasis Capital requiring the Company to prepare and file a registration statement registering the resale by Oasis Capital of the Registrable Securities by June 8, 2020. The Company is obligated to use its reasonable commercial efforts to have the Initial Registration Statement and any amendment thereto declared effective by the SEC at the earliest possible date. In the event the number of shares available under the Initial Registration Statement is insufficient to cover all of the Registrable Securities, the Company must amend the Initial Registration Statement or file a new registration statement, so as to cover all of the ordinary shares that may be sold under the Equity Line, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act of 1933, as amended. The effectiveness of the Initial Registration Statement is a condition precedent to the Company's ability to sell Put Shares to Oasis Capital under the Equity Line. The Company is obligated to use reasonable commercial efforts to keep all Registration Statements effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by Oasis Capital of all of the Registrable Securities covered thereby and no Put Shares remain issuable under the Equity Purchase Agreement. The Equity Purchase Agreement and the Registration Rights Agreement contain covenants, representations and warranties of the Company and Oasis Capital that are typical for transactions of this type. Oasis Capital also agreed that neither it nor any affiliate acting on Oasis Capital's behalf or pursuant to any understanding with Oasis Capital, will execute any short sales during the term of the Equity Purchase Agreement. The Company and Oasis Capital have granted each other customary indemnification rights in connection with the Equity Purchase Agreement and Registration Rights Agreement. About Origin Founded in 1997 and headquartered in Zhong-Guan-Cun (ZGC) Life Science Park in Beijing, Origin Agritech Limited (NASDAQ GS: SEED) -- http://www.originseed.com.cn/-- is an agricultural biotechnology company, specializing in crop seed breeding and genetic improvement, seed production, processing, distribution, and related technical services. Origin operates production centers, processing centers and breeding stations nationwide with sales centers located in key crop-planting regions. Product lines are vertically integrated for corn, rice and canola seeds. Origin Agritech reported a net loss of RMB65.65 million for the year ended Sept. 30, 2019, compared to a net loss of RMB152.79 million for the year ended Sept. 30, 2018. As of Sept. 30, 2019, the Company had RMB261.11 million in total assets, RMB276.58 million in total liabilities, and a total deficit of RMB15.47 million. B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 2, 2020, citing that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. PALM BEACH BRAIN: $1.5M Private Sale of Midtown Assets to Approved ------------------------------------------------------------------ Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida authorized the private sale by Midtown Outpatient Surgery Center, LLC ("MOSC"), an affiliate of Palm Beach Brain and Spine, LLC, of assets relating to its outpatient surgery center to East Atlantic Specialty Management Group, LLC for $1.5 million. The sale is free and clear of all liens, claims, encumbrances and interests, with any such liens, claims, encumbrances and interests to attach to the net proceeds of the sale based upon the Purchase Price. The Deposit will be transferred to the trust account of Kelley, Fulton & Kaplan, P.L. to be held in trust and disbursed only as authorized by the Agreement, as modified by the Order. The Kelley Firm will be the Escrow Agent under the Agreement. At Closing, the Buyer will deliver to the Escrow Agent the Purchase Price Closing Payment less any deductions, if any, expressly authorized by the Agreement that are expected to be none or nominal, as the Buyer is responsible for all Closing costs, including transfer taxes and filing and broker fees. Northern Trust has agreed to a "carve out" from its lien on the Purchase Price and Net Proceeds for the benefit of the Debtor and its estate, specifically first to pay allowed administrative claims against the Debtor's estate, including attorneys' fees and expenses fairly and appropriately allocated to the Debtor and the fees of the United States Trustee's Office, with the balance available for allowed unsecured claims according to the priorities under the Bankruptcy Code. In view of Northern Trust's consent to the MOSC Carve Out, the Purchase Price and Net Proceeds will not be subject to surcharge. The MOSC Carve Out is determined and payable as follows: (a) At the Closing, $135,000 of the Purchase Price Closing Payment will be set aside within the trust account of the Kelley Firm as part of the MOSC Carve Out and will be disbursed only as authorized by a separate order of the Court entered upon notice and after hearing. Provided the Closing occurs, the First MOSC Carve Out will not be subject to reduction if the Purchase Price is decreased, regardless of the reason. (b) At the time the Holdback is no longer conditional and MOSC is entitled to the same under the Agreement, the first $65,000 of the Holdback, to the extent there are funds in the Holdback of at least that amount, will be set aside within the trust account of the Kelley Firm as part of the MOSC Carve Out and will disbursed only as authorized by a separate order of the Court entered upon notice and after hearing. On the Closing Date or within two business days thereof, Northern Trust will be entitled to receive and the Escrow Agent will disburse to Northern Trust the amount of the Purchase Price Closing Payment less the amount of the First MOSC Carve Out. On the Holdback Release Date or within two business days thereof, Northern Trust will be entitled to receive and the Escrow Agent will disburse to Northern Trust by wire transfer the amount of the Holdback less the Second MOSC Carve Out to the extent of the Holdback funds that exist at that time. The Closing will take place on the Closing Date established by the Agreement, subject to the satisfaction or waiver of any Closing conditions of the Agreement. The Order will be deemed effective immediately notwithstanding anything to the contrary set forth in Rules 4001(a)(3), 6004(h) or 7062 of the Federal Rules of Bankruptcy Procedure. Within three business days of the Closing Date, the counsel for the Debtor will file a notice with the Court advising the Court that the Closing has occurred along with a Closing statement describing the disbursement of the Net Proceeds as authorized by the Order. On March 30, 2020, at 10:00 a.m., the Landlord, the Buyer, the Debtor and RIPA, LLC are directed to execute the Assignment in the form and content acceptable to those parties which, as to the Debtor, is consistent with treatment described, and to file the same with the Court. A status conference on the Closing of the sale of the Purchased Assets will be conducted on March 31, 2020 at 2:30 p.m. The Buyer is deemed a "business associate" under HIPPA rules and regulations regarding the confidentiality of patient records and information, and Buyer has agreed to comply with such rules and regulations for maintaining the confidentiality of the same. At Closing, as a condition of Closing, the Debtor is directed to obtain from the Buyer a fully executed "business associate" agreement as appropriate to accomplish the foregoing. A telephonic hearing was held on March 18, 2020, at 10:00 a.m. About Palm Beach Brain & Spine Palm Beach Brain & Spine -- http://www.pbbsneuro.com/-- is a medical practice providing neurosurgery, minimally invasive spine surgery and treatment for cancer of the brain and spine. Palm Beach Brain & Spine and two affiliates, Midtown Outpatient Surgery Center, LLC and Midtown Anesthesia Group, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-20831) on Aug. 15, 2019. The petitions were signed by Dr. Amos O. Dare, manager. Palm Beach Brain disclosed $13,412,202 in assets and $2,685,278 in liabilities. Midtown Outpatient disclosed $6,857,558 in assets and $2,920,846 in liabilities while Midtown Anesthesia listed $5,081,861 in assets and under $50,000 in liabilities. Dana L. Kaplan, Esq. and Craig I. Kelley, Esq., at Kelley Fulton & Kaplan, P.L., are the Debtors' counsel. The U.S. Trustee has not appointed an official committee of unsecured creditors in the Debtors' bankruptcy cases. PINCKNEY COMMUNITY SCHOOLS, MI: S&P Lowers GO Rating to 'BB+' ------------------------------------------------------------- S&P Global Ratings lowered its underlying rating (SPUR) to 'BB+' from 'BBB' on Pinckney Community Schools, Mich.'s general obligation (GO) bonds outstanding. The outlook is negative. The AA/Stable long-term rating on the district's GO bonds reflecting the state credit enhancement program remains unchanged. "The rating action reflects our view of the district's increasingly stressed financial position as highlighted by its growing negative general fund balance and escalating reliance on external liquidity to support operations," said S&P Global Ratings credit analyst Randy Layman. The negative outlook reflects at least a one-in-three likelihood that S&P could lower the 'BB+' underlying rating over the next year. PRIORITY HOLDINGS: S&P Downgrades ICR to 'CCC+'; Outlook Negative ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based merchant acquirer Priority Holdings LLC to 'CCC+' from 'B', reflecting the company's deteriorating liquidity position and narrowing financial covenant headroom. The outlook is negative. S&P also lowered its issue-level rating on the company's secured term loan and revolving credit facility to 'CCC+' from 'B'; the recovery rating remains '3'. The downgrade reflects the company's deteriorating liquidity position resulting from the expected substantial decline in near-term processing volume because of the COVID-19 pandemic. Additionally, leverage was high at around 11x as of Dec. 31, 2019, partly from increasing debt to fund acquisitions and holding company debt spiking to approximately $94 million. Priority generated $372 million in net revenues in 2019, approximately a 1% decline year-over-year, and free cash flow of about $29 million. S&P expects the sharp reduction in consumer discretionary spending from social distancing orders in response to COVID-19 will persistently weaken credit metrics and elevate liquidity risk in the coming year. As of Dec. 31, 2019, Priority had about $3.2 million unrestricted cash on the balance sheet and $13.5 million availability under the revolver. The negative outlook reflects S&P's assessment that Priority is vulnerable and dependent on favorable business, financial, and economic conditions to meet its financial commitments. If the operating environment persists, S&P sees a higher risk of a low-liquidity event, including but not limited to a covenant breach, over the near term. "We could lower our issuer credit rating on the company if we believe it would face a low-liquidity event or the likelihood of a distressed debt exchange or debt restructuring increases within 12 months," S&P said. "We could revise our outlook on Priority if we no longer believe the company's capital structure is unsustainable and liquidity is strained in the near term. This could occur if industry conditions improve and we expect the company to generate sufficient cash flow to meet its debt service and maintain adequate covenant headroom beyond a year," S&P said. PULMATRIX INC: H.C. Wainwright to Serve as Placement Agent ---------------------------------------------------------- As previously reported, on April 16, 2020, Pulmatrix, Inc. entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to issue and sell in a registered direct offering an aggregate of 4,787,553 shares of common stock of the Company, par value $0.0001 per share, at an offering price of $1.671 per share, and in a concurrent private placement, issue warrants to purchase an aggregate of up to 4,787,553 shares of Common Stock with an exercise price of $1.55 per share and a term of two-years. On April 16, 2020, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC, pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the Offering and the Private Placement. The Company has agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received in the Offering and the Private Placement. In addition, the Company has agreed to grant to the Placement Agent warrants to purchase up to 311,191 shares of Common Stock in a private placement. The terms of the Placement Agent Warrants are substantially the same as the terms of the Common Warrants, except the Placement Agent Warrants will have an exercise price of $2.0888 per share. The Company will also pay the Placement Agent $75,000 for non-accountable expenses and $12,900 for clearing expenses. Neither the Placement Agent Warrants nor the shares of Common Stock issuable upon the exercise of the Placement Agent Warrants will be registered under the Securities Act of 1933, as amended or any state securities laws. The Placement Agent Warrants and the Placement Agent Warrant Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. The Placement Agent has represented that it is an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act. The net proceeds to the Company from the Offering, after deducting the Placement Agent's fees and expenses and the Company's estimated offering expenses, and excluding the proceeds, if any, from the exercise of the Common Warrants and the Placement Agent Warrants, are expected to be approximately $7.3 million. The Company currently intends to use these net proceeds for working capital and general corporate purposes. On April 20, 2020, the Company filed a prospectus supplement, dated April 16, 2020, to a shelf registration statement on Form S-3 (File No. 333- 230225), which was initially filed with the Securities and Exchange Commission on March 12, 2019, and was declared effective by the Commission on March 15, 2020, covering the Offering. 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. 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. PULMATRIX INC: Inks Collaboration & License Deal with Sensory Cloud ------------------------------------------------------------------- Pulmatrix, Inc. has entered into a Collaboration and License Agreement with Sensory Cloud, Inc., a privately held company, led by David Edwards PhD, which specializes in the delivery of aerosolized products for over-the-counter (OTC) healthcare and wellbeing. Under the terms of the Agreement, the Company has granted Sensory Cloud an exclusive, worldwide, royalty bearing license to PUR 003 and PUR 006 (NasoCalm), the Company's proprietary salt formulations for aerosol nasal administration. The Licensed Products include OTC nasal delivery to potentially reduce the pathogenic risk and transmissibility of contagions, including with respect to COVID-19. Under the terms of the agreement, Pulmatrix will out-license intellectual property of NasoCalm to Sensory Cloud for worldwide distribution, commercialization and marketing with escalating royalties of 7% in 2020, 14% in 2021 and 17% over the remaining life of the agreement. Pulmatrix has the right to terminate the Agreement in the event that Sensory Cloud has failed, within six months after April 9, 2020, to meet certain milestones related to the rapid development and commercialization of the nasal prophylactic and anti-contagion product. In addition, Pulmatrix shall be entitled to receive a milestone payment of $1,000,000 following the achievement of aggregate net sales of all Licensed Products of $20,000,000. "Pulmatrix roots were as a biodefense company and we were eager to leverage our experience and NasoCalm to help combat the rapidly emerging COVID-19 global pandemic, Years ago we developed NasoCalm as a potential anti-infective biodefense medical countermeasure product," said Ted Raad, chief executive officer of Pulmatrix. "With results that show reduced viral progression and contagion in animal models, and demonstrated reductions of contagious bioaerosols and safety in humans, we believe NasoCalm may be a tool to manage the spread of COVID-19. We look forward to partnering with Dr. Edwards and Sensory Cloud to seek rapid delivery of an Emergency Response Product to those most at risk of infection." David Edwards, PhD, CEO of Sensory Cloud and internationally-recognized inventor and aerosol scientist, said, "As the COVID-19 pandemic continues to evolve, there is an urgent need for practical, easy to administer and widely available interventions to prevent the spread of disease. We are encouraged by the data for Pulmatrix's NasoCalm, and believe Sensory Cloud's unique platform for personal olfaction will provide an effective, affordable and fast-to-market way for bringing NasoCalm to healthcare workers and others on the front lines as we battle this unprecedented challenge. Importantly, NasoCalm's demonstrated safety should enable future over-the-counter options to the broader population, with potential to mitigate the effects of this devastating pandemic." The companies are preparing for peer-reviewed publication of a scientific article where the principal data and use of the NasoCalm-based antiviral and anti-contagion will be presented. 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. 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. REVERE POWER: S&P Lowers Senior Secured Debt Rating to 'B+' ----------------------------------------------------------- S&P Global Ratings lowered its senior secured debt rating on Revere Power LLC to 'B+' from 'BB-', based on lower debt service coverage ratios (DSCRs) in the post-refinance period. S&P's '2' recovery rating is unchanged. Revere is a project-financed entity that wholly owns and controls three combined cycle gas plants in New England with a combined winter capacity of 1,143 MW. The Bridgeport, Tiverton, and Rumford plants sell all of their output on a merchant basis within the ISO-New England (ISO-NE) independent system operator jurisdiction. S&P expects weak spark spreads, a failure to sweep any cash against debt to date, and weakened NE-ISO capacity payments in future years will leave Revere with materially more debt outstanding when its term loan B matures in March 2026 than previously expected. This higher debt total at the point of refinancing, combined with weaker future capacity prices, results in materially lower DSCRs in the post-refinance period relative to S&P's prior analysis. The negative outlook reflects the possibility that Revere may underperform and sweep less cash than expected over the next several quarters, which could result in a higher outstanding debt balance and lower DSCRs over the portfolio's useful asset life. "We could lower the rating if the project fails to sweep sufficient amounts of cash over the next several quarters such that our forecasted outstanding term loan B balance at maturity is greater than $350 million. This could stem from the deterioration of energy margins, or if unexpected operational issues require an extensive unforced outage. We could also consider a lower rating if we believe that Revere no longer compares well to peers at the current rating or if the evolving regulatory landscape impairs the competitive position of fossil fuel plants in New England," S&P said. "We could revise the outlook to stable if Revere is able to de-lever through its cash flow sweep mechanism over the next several quarters. This is most likely to stem from secular improvement in power and future capacity prices in ISO-NE," S&P said. RICKY TUCKER: Sale of 344-Acre Berrien County Property Approved --------------------------------------------------------------- Judge John T. Laney, III of the U.S. Bankruptcy Court for the Middle District of Georgia authorized Ricky Clay Tucker and Ricky Wayne Tucker to sell their 344-acre property located in Berrien County, Georgia known as River Farm, TP - 026/6/000, by public auction to be conducted by Weeks Auction Group, Inc. by public auction to be conducted by Weeks Auction Group, Inc. The sale will be free and clear of liens claims and encumbrances; provided, however, that the recorded liens, claims, encumbrances, and other interests on the Property will be released and satisfied at closing out of the sale proceeds. As provided in the Contract, if the holder of a recorded lien's credit bid is the highest and best bid at the sale, then the Debtors will convey the Property to such credit-bidder at the closing, and such credit-bidder will pay the buyer's premium and closing costs described in the Contract. From the proceeds of the auction authorized, the Debtors will (i) pay ad valorem taxes assessed against the Property through the closing of the auction, including taxes, if any, owing to Tax Commissioner; (ii) pay all usual, customary, and reasonable costs associated with the auction and sale as agreed by the parties to the Contract (including, without limitation, a commission for Auctioneer in accordance with the Contract); (iii) pay to Debtors, care of the Debtors' undersigned counsel at closing, 1% of the gross purchase price, with such proceeds to be held in the trust account of the Debtors' undersigned counsel and applied toward United States Trustee fees that are anticipated to be generated from the distributions contemplated; and (iv) pay to Summit the net proceeds from the auction, with such payment constituting the release amount for its liens or interests in the Property. Notwithstanding Bankruptcy Rule 6004(h), the Order will be effective and enforceable immediately upon entry, as the parties are set to auction the Property on March 3, 2020, a date which is less than 14 days from the date of the Order. Within three business days of the entry of the Order, the Debtors will serve a copy of the Order upon (a) the Office of the United States Trustee; (b) the named Respondents; (c) other parties who have requested notice or copies of such matters in the Bankruptcy Case; and (d) all other creditors and parties-in-interest in the Bankruptcy Case. Ricky Wayne Tucker and Ricky Clay Tucker sought Chapter 11 protection (Bankr. M.D. Ga. Case No. 18-70448) on April 19, 2018. The Debtor tapped Christopher W. Terry, Esq., at Stone and Baxter, LLP as counsel. RIOT BLOCKCHAIN: Kairos Extends 7725 Reno Lease Until June 30 ------------------------------------------------------------- Kairos Global Technologies, Inc., entered into a fourth amendment, effective as of April 10, 2020, to its lease with 7725 Reno #1, L.L.C., extending the term of the Lease through June 30, 2020. The Fourth Lease Amendment terminates on June 30, 2020. All other provisions of the Lease remain substantially unchanged. Kairos, a wholly owned subsidiary of Riot Blockchain, Inc., entered into that certain Lease Agreement by and between Kairos and 7725 Reno dated Feb. 27, 2018, as amended March 26, 2018, Nov. 29, 2018, and Jan. 13, 2020. About Riot Blockchain Headquartered in Castle Rock, Colorado, Riot Blockchain -- http://www.RiotBlockchain.com/-- specializes in cryptocurrency mining with a focus on bitcoin. Riot also holds non-controlling investments in blockchain technology companies. Riot is headquartered in Castle Rock, Colorado, and the Company's mining facility is located in Oklahoma City. Riot incurred a net loss of $20.30 million in 2019 compared to a net loss of $60.21 million in 2018. As of Dec. 31, 2019, the Company had $30.38 million in total assets, $4.14 million in total liabilities, and $26.23 million in total stockholders' equity. RUSSEL METALS: S&P Downgrades ICR to 'BB' on Weaker Steel Demand ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating (ICR) on Canada-based Russel Metals Inc. and its issue-level rating on the company's unsecured notes to 'BB' from 'BB+'. The '4' recovery rating on the notes is unchanged. The downgrade primarily follows S&P Global Economics' expectation for a recession in Canada and the U.S. this year, which could materially weaken Russel Metals' earnings and credit measures. Challenging macroeconomic and energy market conditions will reduce demand for the steel products Russel Metals sells this year, leading to estimated earnings and credit measures much weaker than the rating agency's previous expectations. S&P Economics now forecasts a recession in Canada and the U.S., with the former accounting for 70% of the company's revenue. S&P believes this will lead to materially lower service center revenues, notably from subdued manufacturing and construction activity. In addition, the recent precipitous decline in oil prices has already resulted in production and spending cutbacks across the oil and gas sector in North America. S&P expects earnings from the company's energy products segment to sharply fall, with notably weak oil country tubular goods and line pipe demand. The pace of recovery could also lag that of Russel Metals' other end markets. The stable outlook reflects S&P's expectation for Russel Metals' cash flow and leverage metrics to improve from weaker levels this year. S&P estimates the company's leverage will decline from close to 4x this year to the mid-3x area in 2021. S&P's estimates are underpinned by an expected rebound in macroeconomic conditions and oil prices next year, and average steel prices improving from current levels. The company's ability to generate cash flow from the release of working capital amid industry downturns also supports the outlook. "We could lower the rating if, over the next 12 months, we expect the company's adjusted debt-to-EBITDA will increase above 4x with limited prospects to improve below this level in the corresponding year. In this scenario, we would expect a sharper-than-expected decline in earnings that is not sufficiently offset by higher discretionary cash flow. Acquisitions financed with debt could also lead to a downgrade," S&P said. "We could consider a positive rating action if, over the next 12 months, we expect Russel Metals to significantly reduce and sustain its adjusted debt-to-EBITDA below 3x. We believe this would require a sharper-than-expected improvement in steel prices and demand, particularly in the energy sector. In this case, we would expect higher earnings will meaningfully outweigh the impact of increased working capital requirements required to support a stronger order book. A commitment to a more conservative financial policy could also contribute to an upgrade," S&P said. SENIOR CARE: May 5 Auction of All Key West Operating Assets Set --------------------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Northern District of Texas authorized Key West Health and Rehabilitation Center, LLC, an affiliate of Senior Care Centers, LLC, to sell substantially all of its operating assets to Regal Healthcare Acquisitions, LLC for $1.5 million cash, plus the assumption of the Assumed Liabilities, plus payment of the FHA Payoff, plus payment of the Cure Amounts, and assumption of the obligation to pay Hired Employees PTO Benefits, subject to adjustments set forth in the Regal Operations Transfer Agreement, subject to overbid. he salient terms of the Bidding Procedures are: a. Bid Deadline: April 24, 2020 at 5:00 p.m. (ET) b. Initial Bid: Bid for the Regal Purchased Assets plus $150,000 c. Deposit: $150,000 d. Auction: If by the Bid Deadline a Qualified Bid in addition to the Regal Bid has been received, an auction in respect of the Offered Assets will be held at the office of Stichter Riedel on May 5, 2020 at 10:00 a.m. e. Bid Increments: $50,000 f. Sale Hearing: May 12, 2020 at 1:30 p.m. g. Break Up Fee: $100,000 h. Sale Objection Deadline: April 21, 2020 i. Cure Amount Objection Deadline: April 10, 2020 Following the entry of the Order, the Debtor will serve a copy of the Order to (a) parties listed on the Local Rule 1007-2 Parties in Interest List; (b) all parties which, to the knowledge of the Debtor, have or have asserted liens on the Offered Assets; (c) all counterparties to the Contracts; and (d) any party that has expressed an interest to the Debtor in acquiring any of the Offered Assets. A hearing on the Motion was held on March 6, 2020 at 1:30 p.m. About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the United States Trustee for the Northern District of Texas appointed an official committee of unsecured creditors in the Chapter 11 cases. SIX FLAGS: S&P Assigns 'BB-' Rating to New Senior Secured Notes --------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to the new senior secured notes of regional theme park operator Six Flags Entertainment Corp. Recovery prospects are lower for both secured and unsecured lenders because of the incremental secured debt in the capital structure. "We are lowering our issue-level rating to 'BB-' from 'BB' and revising our recovery rating to '2' from '1' on the company's existing secured debt. We are also lowering our issue-level rating to 'B-' from 'B' and revising our recovery rating to '6' from '5' on the existing unsecured debt," S&P said. Despite the unprecedented action of closing all its theme parks, which will likely cause leverage to spike very high in 2020 even under a midyear containment and second half 2020 recovery scenario, the issuer credit rating remains 'B+' because leverage could decline below 6x in 2021. Leverage will likely spike in 2020 because the company will generate near-zero revenue while its properties are closed and it will burn an assumed $30 million to $35 million per month while operations are suspended. If containment occurs midyear, the properties should reopen, but lingering apprehensions around crowded public spaces and a recession could hamper recovery. "We expect that recoveries in attendance and per capita guest spending in 2021 could reduce leverage to below our 6x downgrade threshold at the 'B+' rating. Six Flags may experience weak attendance and a slow ramp under our base case midyear containment and second half recovery assumptions. However, if outdoor activities like theme parks open with some social distancing measures that successfully increase the perception of safety among guests, we believe they could eventually achieve a level of recovery that exceeds some other discretionary leisure sectors, even in a recession." Regional theme parks could also benefit from pent up demand, accessibility by car, and limited required planning as an alternative to other leisure activities," S&P said. Federal guidelines in the U.S. for social distancing will remain in place at least until April 30, extending the possibility for a prolonged shutdown for Six Flags' theme parks. Six Flags will continue to generate near-zero revenue and burn cash for at least as long as social distancing guidelines remain in place. The 'B+' issuer credit rating is unchanged because the company will add sufficient liquidity under the proposed transaction to weather the closure of its parks through the middle of the year, and potentially longer. In addition, S&P's base case assumption for midyear containment and the beginning of a recovery in the second half of 2020 drive a slow improvement in leverage to below 6x by 2021. The rating remains on CreditWatch where S&P placed it with negative implications on March 13, 2020. "The CreditWatch listing reflects the potential for a downgrade over the next few months, or sooner, if we no longer believe the coronavirus will be contained by midyear so that attendance at Six Flags' parks can begin to recover. In addition, we could lower the rating if Six Flags does not complete the proposed transaction to bolster its liquidity position. In the event the transaction is completed, we will maintain the CreditWatch listing given ongoing uncertainty around the duration of the pandemic, and the potential pace of Six Flag's EBITDA and cash flow recovery beginning later this year. In resolving the CreditWatch listing, we will continue to monitor efforts to contain the virus and assess how the pandemic might alter or weaken regional theme park demand over time. In the event we no longer believe Six Flags would recover in 2021 in line with our forecast, we could lower ratings," S&P said. SPIRIT AEROSYSTEMS: S&P Affirms 'BB-' Rating on Second-Lien Notes ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issue-level rating on Spirit AeroSystems Inc.'s proposed second-lien notes due in 2025. S&P revised the recovery rating to '4' from '3', indicating its expectations of average recovery (30%-50%; rounded estimate: 45%) in a default scenario. S&P revised the recovery rating because the company raised the proposed size of the issue to $1.2 billion from $1 billion. The issue-level and recovery ratings on the company's first-lien secured debt and unsecured debt are not affected. ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors -- The recovery analysis assumes the company issues $1.2 billion of second-lien notes. -- The rest of the company's capital structure comprises a secured $800 million revolver, $206 million term loan A, $250 million delayed-draw term loan, and $300 million notes due in 2026, unsecured $300 million floating-rate notes due in 2021, $300 million notes due in 2023, and $700 million notes due in 2028. The revolver, term loan A, and delayed-draw term loan are not rated. -- The unsecured short-term $375 million delayed-draw term loan will no longer be available after completion of the proposed transaction. -- Other key default assumptions include LIBOR of 2.5% and the revolver 100% drawn at default. Simulated default and valuation assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: $449 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% administrative expenses): $2.135 billion -- Obligor/nonobligor split: 85%/15% -- Collateral value available to first-lien secured claims: $2.022 billion -- Estimated first-lien secured claims: $1.497 billion -- Recovery range: 90%-100% (rounded estimate: 95%) -- Collateral value available to second-lien secured claims: $525 million -- Estimated second-lien secured claims: $1.254 billion -- Recovery range: 30%-50% (rounded estimate: 45%) -- Collateral value available to unsecured claims: $112 million -- Estimated unsecured claims: $2.056 billion -- Recovery range: 0%-10% (rounded estimate: 5%) STAR CHAIN: Proposed Sale of Assets to Captain D's Approved ----------------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Star Chain, Inc., Star 6, LLC and Star 41, LLC to sell assets to Captain D's, LLC. The Asset Purchase Agreement, including any amendments, supplements, and modifications thereto is approved on the terms and conditions set forth therein, except as may be modified in the Order. The Debtors may sell the Purchased Assets to the Purchaser and dispose of the Inventory and Inventory Funds, free and clear of all liens, claims and encumbrances. Star Chain is authorized and directed to take such actions as may be necessary or required to consummate the Sale on behalf of non-debtor affiliate US Star 42, LLC including, but not limited to, executing and delivering one or more bills of sale in accordance with the Asset Purchase Agreement. Upon closing of the Sale, all liens, claims, and encumbrances on the Purchased Assets will attach to the proceeds of the Sale. Notwithstanding, with respect to the Inventory Funds, McLane is entitled to the immediate payment of the Star 6 Inventory Funds, and the Court finds that the Star 41 Inventory Funds were properly paid to McLane. Subject to the foregoing, the Debtors will place the proceeds of the Sale into an escrow account until entry of further order of the Court with respect to distribution of such proceeds. Notwithstanding any provision in the Asset Purchase Agreement to the contrary, a portion of the Purchase Price to be paid by the Purchaser at Closing will be paid to Lender at Closing (in lieu of payment to the Seller Group): (a) $2,500 of the Purchase Price from the Purchaser's payment for the Purchased Star 6 Assets; (b) $2,500 of the Purchase Price from the Purchaser's payment for the Purchased Star 41 Assets; and (c) $18,750 of the Purchase Price from the Purchaser's payment for the Purchased Star Chain Assets. Notwithstanding any provision in the Asset Purchase Agreement to the contrary, the Purchaser will remit $5,000 of the Purchase Price directly to Lender on the Closing Date, which payment will be deemed and allocated as the portion of the Purchase Price allocable to the Purchased Star 42 Assets under Section 2.1(c) of the Asset Purchase Agreement. In addition to the $5,000 payment prescribed, the Purchaser agrees to make an additional payment of $3,750 directly to Lender on the Closing Date as additional consideration for Lender’s release of its security interest in the Purchased Star 42 Assets. Upon Lender's receipt of $32,500, as described, Lender will promptly (a) terminate its UCC financing statements relative to Star 6, Star 41, and Star 42, (b) amend its UCC financing statement related to Star Chain to release its interest in the Purchased Star Chain Assets, and (c) provide "filed" copies of such terminations and amendment to the counsel for the Purchaser. Lender further acknowledges and agrees to take such other actions and execute and deliver such other instruments as the Purchaser may reasonably request to extinguish or confirm the extinguishment of the Lender's claimed security interest in the Purchased Assets. Notwithstanding any rule to the contrary, the provisions of the Order will be immediately effective and enforceable upon its entry. The Sale Hearing was held on Feb. 24, 2020. About Star Chain Star Chain, Inc., is a Georgia-based company that operates as the management company for all affiliated "US Star" debtors. The affiliated "US Star" debtors operate approximately four dozen restaurants with franchisors Captain D's, Checkers, Newk's, and Yogli Mogli. The Debtors' membership interests are owned by the same person, Omer Casurluk. The Debtors have common secured creditors and are part of one business operation. On Oct. 2, 2019, Star Chain, Inc., as Lead Debtor, and 26 other affiliates sought Chatper 11 protection (Bankr. N.D. Ga. Lead Case No. 19-65768) in Atlanta, Georgia. In the petition signed by Omer Casurluk, manager, Star Chain, Inc., was estimated to have assets at $1 million to $10 million, and liabilities at $10 million to $50 million. The Hon. Wendy L. Hagenau is the case judge. Wiggam & Geer, LLC is counsel to the Debtors. Rountree Leitman & Klein, LLC, is Wiggam & Geer's co-counsel. SUNOPTA INC: Secures US$60 Million Equity Commitment ---------------------------------------------------- SunOpta Inc. disclosed that following a review and analysis conducted by a special committee of independent directors of its board of directors, it has entered into a financing agreement with funds managed by Oaktree Capital Management, L.P. and Engaged Capital, LLC, alternative investment management firms, which invest in companies with strong, defensible franchises. Under the agreement, Oaktree and Engaged will invest up to a total of US$60 million in SunOpta in the form of exchangeable preferred shares. Proceeds from the equity investment will be used primarily to invest in the Company's plant-based foods and beverages business, principally to add capacity via capital projects and to provide incremental liquidity given the current general economic uncertainty. "Our plant-based food and beverage business is the growth engine of the Company delivering outstanding revenue and EBITDA growth. In 2019, we grew revenue 15% and gross profit 45% in plant-based foods and beverages, and we are confident in the long-term growth potential of this segment. We are making significant investments in this business now to ensure that we can continue to drive aggressive growth in 2021 and beyond. After concluding a comprehensive review of financial alternatives involving a Special Committee of the Board, we are excited to extend our partnership with Oaktree and Engaged. They truly appreciate SunOpta's unique position in the market and the potential value that can be created for all of our shareholders through accelerated growth. We believe this strategic option provides the highest risk-adjusted return from the many options evaluated by the Special Committee," said Joe Ennen, chief executive officer of SunOpta. Summary of the Financing Oaktree and Engaged have committed to purchase up to US$60 million of newly created Series B exchangeable preferred shares to be issued by the Company's wholly-owned subsidiary, SunOpta Foods Inc. in two tranches. The first tranche consists of US$30 million of Series B-1 Preferred to be issued on or about April 24, 2020, subject to satisfaction of certain customary conditions of closing. The Series B-1 Preferred to be issued in the first tranche will be immediately exchangeable into shares of the Company's common stock at an initial exchange price of US$2.50 per share, which represents a 23% premium to the closing price of US$2.03 per share on April 15, 2020. The Series B-1 Preferred constitute 12.0 million shares as-converted, and on an as-exchanged basis, an ownership level of approximately 12.0% (excluding any conversion of the previously issued 2016 Series A preferred shares) of the Company based on 88.3 million common shares outstanding. In addition, the Company has the option to require that Oaktree and Engaged purchase a second tranche of the Series B-2 Preferred for up to US$30 million by giving notice to Oaktree and Engaged on or before July 15, 2020. The initial exchange price of the Series B-2 Preferred will be equal to a 30% premium to the 15-day volume weighted average stock price through the trading day immediately prior to the notice date, with an exchange price floor of US$2.00 per share and an exchange price cap of US$3.50 per share. Should the full amount of the second tranche of US$30 million be issued by the Company, the Series B-2 Preferred would constitute 8.6-15.0 million shares as-converted based on the US$2.00 to US$3.50 conversion price range, and on an as-exchanged basis, an incremental ownership level of approximately 7.9-13.0% (excluding any conversion of the previously issued 2016 Series A preferred shares) of the Company based on 88.3 million common shares outstanding. Both the Series B-1 and B-2 Preferred (if issued) will initially pay a cumulative dividend of 8% per year that may be paid-in-kind or cash at SunOpta's option. At the end of the Company's third quarter in 2029, the dividend will increase from 8% per year to 10% and will be payable only in cash. As part of the transaction, the Company has committed to nominating a designee of Engaged to serve on the Company's Board, subject to certain conditions. Engaged has the right to nominate one director candidate to the Company's Board. Oaktree continues to have the right to nominate two director candidates to the Company's Board. Oaktree and Engaged will be entitled to vote the Series B Preferred with the common shares on an as-exchanged basis, subject to a permanent 19.99% voting cap. As a result of the voting cap, each of Oaktree and Engaged will only be able to vote its Series B Preferred to the extent that, when taken together with any other voting securities it controls, such votes do not exceed 19.99% of the votes eligible to be cast by all security holders of the Company. Each of Oaktree and Engaged will also be subject to a permanent exchange cap which will limit the number of common shares issuable to it on its exchange of the Series B Preferred to the extent such investor's beneficial ownership following such exchange would exceed 19.99% of the voting securities of the Company then outstanding. In addition, Oaktree and Engaged have agreed to protective covenants relating to a change of control of the Company. The covenants will prohibit joint action between Oaktree and Engaged, and locking up (in the case of Engaged) or locking up or tendering (in the case of Oaktree) to a change of control transaction that has not been approved by a majority of the independent members of the Board. Oaktree and Engaged will also be prohibited from any disposition that results in the acquirer beneficially owning more than 19.99% of the Company's then outstanding common shares, subject to specified exceptions. Special Committee The Special Committee was established by the Board to review, evaluate and consider the proposed terms of the Series B Preferred financing, as well as other alternatives available to the Company, and determine if the Series B Preferred financing is in the best interests of the Company having regard to the interests of minority shareholders. Following an evaluation of the Series B Preferred financing proposal and other potential financing alternatives, the Special Committee concluded that the Series B Preferred financing, subject to certain amendments, was in the best interests of the Company having regard to the interests of the minority shareholders. Accordingly, the Special Committee and its financial and legal advisors engaged in extensive negotiations with each of Oaktree and Engaged with respect to various aspects of the financing, including the proposed pricing. Having received the unanimous recommendation of the Special Committee, the Board (excluding interested directors, who did not participate in deliberations) determined that the financing is in the best interests of the Company and its minority shareholders. Rationale for the Transaction The conclusions and recommendations of the Special Committee and the Board have been based on a number of factors, including the following: * Additional financing is required to pursue a number of strategic growth opportunities identified by management in order maximize the amount and timing of EBITDA improvement. * The unexpected impact of the COVID-19 pandemic and resulting global economic conditions have made it apparent that ensuring liquidity during these uncertain times is imperative. * The Company's Second Lien Notes mature in October 2022 and the additional EBITDA to be generated from the strategic growth opportunities will improve the Company's leverage and refinancing alternatives. * With the assistance of its financial advisor, the Special Committee considered all available alternatives (including both debt and equity) and determined that the Series B Preferred financing, combined with other debt alternatives currently being pursued, is the most attractive alternative to the Company. Furthermore, any other equity financing alternatives would likely be more dilutive to minority shareholders than the Series B Preferred financing and would be subject to significantly greater execution and closing risk. * Other shareholders of the Company have previously commented that it is important for major shareholders to show their support during these uncertain times. The proposed transaction with two sophisticated shareholders who closely follow the Company sends a strong signal, particularly in the current market environment. * The exchange price of $2.50 for Tranche 1 represents a premium of 23% over the spot price of the Common Shares and a 35% premium relative to the 15-day VWAP, in each case as of April 15, while the exchange price for Tranche 2 will represent a 30% premium to the 15-day VWAP at the time of the pricing and will be subject to a floor of $2.00 per share and a ceiling of $3.50 per share. * The first tranche of the financing represents the smallest transaction size that adequately meets the Company's anticipated requirements over the next 12 months, while the second tranche provides the Company with optionality to satisfy its financing requirements as circumstances unfold over the coming months (potentially at an improved exchange price) and thereby minimize overall dilution to other shareholders. * The transaction structure is responsive to input from shareholders, who are not a party to this transaction, who recommended an approach similar to the two-tranche approach the Company has taken for the reasons stated above. Regulatory Matters Since Oaktree (together with its affiliates) beneficially owns and controls more than 10% of the Company's outstanding voting securities, the financing constitutes a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). MI 61-101 provides that, unless exempted, a related party transaction must be approved by at least a simple majority of the votes cast by "minority" shareholders of each class of affected securities and the issuer must obtain a formal valuation of the subject matter of the transaction from a qualified and independent valuator. However, an exemption from both the shareholder approval and formal valuation requirements is available if, at the time the transaction is agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25% of the issuer's market capitalization. Assuming the issuance of the maximum number of Series B Preferred to Oaktree (and its affiliates) under both the first tranche and the second tranche of the financing, neither the consideration paid for such securities nor the fair market value of such securities will exceed 25% of the Company's market capitalization. Accordingly, the Company does not intend to seek shareholder approval or obtain a formal valuation in respect of the financing. Furthermore, MI 61-101 provides that, if an issuer proposes to complete a related party transaction less than 21 days following filing of a material change report in respect of the transaction, it must explain why the shorter period is reasonable or necessary in the circumstances. The Company currently expects the closing of the first tranche of the financing to occur on or about April 24, 2020. The Company has concluded that such shorter period is reasonable in order to complete the transaction in an expeditious manner and to minimize the risk of a material adverse event occuring in the current turbulent environment that could cause a closing condition to fail. In connection with the transaction, SunOpta is relying on the exemption set out in Section 602.1 of the TSX Company Manual which provides that the TSX will not apply certain of its requirements to issuers whose shares are listed on another recognized stock exchange such as Nasdaq. Advisors Evercore is acting as financial advisor to SunOpta and Davies Ward Phillips & Vineberg LLP and Stoel Rives LLP are acting as its legal advisors. Oaktree is represented by Kirkland & Ellis LLP and Stikeman Elliott LLP. Engaged is represented by Olshan Frome Wolosky LLP and Goodmans LL P. The Special Committee is represented by Wildeboer Dellelce LLP. 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 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. SUNPOWER CORP: Temporarily Cuts Executive Pay by up to 50% ---------------------------------------------------------- The Compensation Committee of SunPower Corporation approved on April 14, 2020 additional temporary reductions in the base salaries of certain of its executive officers, superseding those previously approved and announced on March 25, 2020. The reductions were approved at management's request, with such changes took effect on April 20, 2020. Reduced salaries will be subject to reinstatement upon the earlier of (i) the achievement of certain financial milestones, or (ii) Jan. 1, 2021, and are subject in all respects to compliance with local employment and other legal requirements. Percentage Reduced Executive Officer Reduction Based Salary ----------------- ----------- ------------ Thomas H. Werner, President and 50% $300,000 Chief Executive Officer Jeffrey Waters, Chief Executive 50% $300,000 Officer, SunPower Technologies Manavendra S. Sial, Executive Vice 35% $282,750 President and Chief Financial Officer Douglas J. Richards, Executive Vice 35% $247,000 President, Administration Kenneth L. Mahaffey, Executive Vice 35% $217,750 President and General Counsel On April 20, 2020, the Company announced further actions it is taking to proactively address financial and operational impacts of the COVID-19 pandemic and position itself well for when the solar industry returns to strong growth, while continuing to invest in its storage, digital initiatives, and its Maxeon 7 technology, while maintaining exceptional customer service. These actions include (i) temporarily reducing the salaries of certain of its executive officers; (ii) temporarily reducing a portion of the Company's employees to a four-day work week, subject to periodic reassessment, to address reduced demand and workloads related to the pandemic, with exceptions for certain groups, including those supporting customer and asset services; and (iii) the recent idling of the Company's factories in France, Malaysia, Mexico, the Philippines, and the U.S., with the expectation that they will come back online in the coming weeks. The Company expects to have existing inventory to meet customer needs. The Company remains on track to complete its planned split into two independent, publicly traded companies by the end of the second quarter of 2020, dependent on the timing of regulatory approvals and the satisfaction of certain closing conditions. Additionally, the Company's $55 million credit revolver remains undrawn, and the Company anticipates that its existing tax equity and debt capacity is sufficient to fund all projects throughout the remainder of 2020. About SunPower Headquartered in San Jose, California, SunPower Corporation -- http://www.sunpower.com-- is a global energy company that delivers complete solar solutions to residential, commercial, and power plant customers worldwide through an array of hardware, software, and financing options and through solar power solutions, operations and maintenance services, and "Smart Energy" solutions. The Company's Smart Energy initiative is designed to add layers of intelligent control to homes, buildings and grids -- all personalized through easy-to-use customer interfaces. SunPower reported a net loss of $7.72 million for the fiscal year ended Dec. 29, 2019, compared to a net loss of $917.5 million for the fiscal year ended Dec. 30, 2018. As of Dec. 29, 2019, the Company had $2.17 billion in total assets, $2.15 billion in total liabilities, and total equity of $21.50 million. SWINGING TAIL: $12K Sale of 11 Heifers to Turbeville Approved ------------------------------------------------------------- Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the Eastern District of North Carolina authorized Swinging Tail Cattle Co., Inc.'s private sale of 11 heifers to Donald Turbeville for $12,000. The sale is free and clear of all claims, liens and encumbrances. Turbeville will bear all costs associated with the transfer of the eleven heifers, including registration fees, local transfer fees and taxes, and North Carolina sales taxes, as applicable. Any liens and rights will attach to the proceeds of sale, which will be subject to subject to (i) ordinary closing costs, including existing and pro-rated ad valorem taxes; (ii) court approved costs of sale allowable; and (iii) estimated quarterly fees arising from the disposition of the sales proceeds, which will be held in reserve pending disbursement of the sale proceeds among secured creditors. About Swinging Tail Cattle Co. Swinging Tail Cattle Co., Inc., a privately held company in the agricultural production, farms and livestock industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 19-05701) on Dec. 12, 2019. In the petition signed by Jacqueline W. Lennon, president, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Joseph N. Callaway oversees the case. David J. Haidt, Esq., at Ayers & Haidt, PA, is the Debtor's legal counsel. THURSTON MANUFACTURING: $855K Sale of Thurston Equipment Approved ----------------------------------------------------------------- Judge Shon Hastings of the U.S. Bankruptcy Court for the District of Nebraska authorized Thurston Manufacturing Co.'s sale of its Thurston, Nebraska facility equipment as outlined in Exhibit 1 to Layton Jensen for $855,000. The sale is free and clear of all Interests. All Interests will attach to the net proceeds of the Transaction. Notwithstanding the applicability, or the possible applicability, of Bankruptcy Rules 4001, 6004(h), 6006(d), 7062, 9014, the Order will not be stayed and will be immediately effective and enforceable upon its entry. The Debtor is not subject to any stay in the implementation, enforcement, or realization of the relief granted in the Order. About Thurston Manufacturing Co Thurston Manufacturing Co., a company based in Thurston, Neb., filed a Chapter 11 petition (Bankr. D. Neb. Case No. 19-80108) on Jan. 23, 2019. In the petition signed by CEO Ryan J. Jensen, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Shon Hastings oversees the case. Elizabeth M. Lally, Esq., at Goosman Law Firm PLC, serves as bankruptcy counsel. TRANSCENDIA HOLDINGS: S&P Lowers ICR to 'CCC+'; Outlook Negative ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Franklin Park, Ill.-based provider of specialty films Transcendia Holdings Inc. to 'CCC+' from 'B-'. In addition, S&P lowered its issue-level rating on the company's first-lien credit facilities to 'CCC+' from 'B-' and its issue-level rating on its second-lien term loan to 'CCC-' from 'CCC'. S&P's recovery ratings are unchanged. "Transcendia's leverage will likely remain very high over the next 12 months. We view Transcendia's capital structure as unsustainable because leverage is very high, and we believe the company has limited ability to reduce it over the near term through increased profitability or meaningful free cash flow generation. Additionally, demand in many of Transcendia's end markets will likely be weak over the next 12 months, limiting the company's organic growth prospects. We thus expect leverage will remain high leading up to the maturity of its revolver in 2022, which could hinder the company's ability to extend or refinance the maturity," S&P said. The negative outlook reflects the potential that S&P could lower its rating on Transcendia over the next 12 months if demand and/or operating performance are weaker than the rating agency expects, further pressuring liquidity. "We could lower our rating over the next 12 months if we believe demand pressures or operating challenges will be more severe than we currently expect, creating a liquidity crunch. We could also downgrade the company if we believe there is an increased likelihood of a distressed restructuring taking place over this period," S&P said. "Although unlikely over the next 12 months considering our forecast for weak demand in key end markets, we could raise our ratings if Transcendia significantly lowers its financial leverage. This could occur if profitability is considerably higher than we expect and the company uses the resulting free cash flow generation to reduce debt. Under this scenario, we would also expect the company to maintain a more robust liquidity cushion," the rating agency said. UC COLORADO: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: UC Colorado Corporation 301 Commercial Road, Unit D Golden, CO 80401 Business Description: UC Colorado Corporation is a wholly owned subsidiary of United Cannabis Corporation. United Cannabis is focused on extracting products from industrial hemp plants, which the Company uses to create unique therapeutics for a wide range of diseases that can be utilized by patients globally. Chapter 11 Petition Date: April 20, 2020 Court: United States Bankruptcy Court District of Colorado Case No.: 20-12689 Judge: Hon. Joseph G. Rosania Jr. Debtor's Counsel: Aaron J. Conrardy, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street Suite 200 Littleton, CO 80120 Tel: 303-296-1999 E-mail: aconrardy@wgwc-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Walsh, chief financial officer. 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 at: https://is.gd/zTiDk6 UNIT CORP: Grant Thornton Replaces PwC as Accountant ---------------------------------------------------- The Audit Committee of the Board of Directors of Unit Corporation dismissed PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm on April 13, 2020. The reports of PwC on the financial statements for the years ended Dec. 31, 2019 and 2018 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle, other than, in the year ended Dec. 31, 2019, to include an explanatory paragraph regarding substantial doubt as to the company's ability to continue as a going concern. During the years ended Dec. 31, 2019 and Dec. 31, 2018 and the subsequent interim period through April 13, 2020, there were no "disagreements" (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PwC would have caused PwC to make reference thereto in its reports on the company's financial statements for those years. During the years ended Dec. 31, 2019 and 2018 and the subsequent interim period through April 13, 2020, there have been no "reportable events" (as such term is defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weakness identified in the company's internal control over financial reporting related to ineffective design and maintenance of controls to verify the proper presentation and disclosure of the interim and annual consolidated financial statements. The material weakness was remediated as of Dec. 31, 2019. On April 17, 2020, the accounting firm of Grant Thornton LLP was engaged by the Audit Committee as the company's new independent registered public accounting firm to perform independent audit services for the company for the fiscal year ending Dec. 31, 2020 (including regarding the company's quarterly period ending March 31, 2020), effective immediately. Unit Corp stated that during the fiscal years ended Dec. 31, 2019 and Dec. 31, 2018 and through the subsequent interim period as of April 17, 2020, neither the company, nor any party on behalf of the company, consulted with GT regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the audit opinion that might be rendered regarding the company's consolidated financial statements, and no written report or oral advice was provided to the company by GT that was an important factor considered by the company in deciding on any accounting, auditing or financial reporting issue, or (ii) any matter subject to any "disagreement" (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as such term is defined in Item 304(a)(1)(v) of Regulation S-K). About Unit Corporation Unit Corporation -- http://www.unitcorp.com/-- is a Tulsa-based, publicly held energy company engaged through its subsidiaries in oil and gas exploration, production, contract drilling, and gas gathering and processing. Unit's Common Stock is listed on the New York Stock Exchange under the symbol UNT. Unit Corporation reported a net loss attributable to the company of $553.88 million for the year ended Dec. 31, 2019, compared to a net loss attributable to the company of $45.29 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $2.09 billion in total assets, $260.05 million in total current liabilities, $663.22 million in long-term debt less debt issuance costs, $27,000 in non-current derivative liabilities, $2.07 million in operating lease liability, $95.34 million in other long-term liabilities, $13.71 million in deferred income taxes, and $1.05 billion in total shareholders' equity. PricewaterhouseCoopers LLP, in Tulsa, Oklahoma, the Company's auditor since 1989, issued a "going concern" qualification in its report dated March 16, 2020, citing that the Company has incurred significant losses, is in a negative working capital position, and does not anticipate that forecasted cash and available credit capacity will be sufficient to meet their commitments over the next twelve months, which raises substantial doubt about its ability to continue as a going concern. * * * As reported by the TCR on Nov. 15, 2019, Moody's Investors Service downgraded Unit Corporation's Probability of Default Rating to Ca-PD from B3-PD, Corporate Family Rating to Caa1 from B3, and senior subordinated notes to Caa2 from Caa1. The downgrade of the PDR reflects Unit's proposed debt exchange offer, which Moody's views to be a distressed exchange. The Caa1 CFR and Caa2 rating on the 2021 notes reflect Moody's view on expected recovery, which is likely to be in the 80%-90% range. Prior to the exchange offer, Unit was contending with depressed commodity prices, looming maturities in a challenged refinancing environment and declining cash flow, Moody's said. As reported by the TCR on Jan. 21, 2020, Fitch Ratings downgraded the Long-Term Issuer Default Rating of Unit Corporation to 'CC' from 'CCC+'. Fitch's downgrade and watch reflect the company's heightened refinancing and liquidity risks associated with pro-longed operational deterioration since its bond exchange announcement. UNITED CANNABIS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: United Cannabis Corporation 301 Commercial Road, Unit D Golden, CO 80401 Business Description: United Cannabis Corporation -- www.unitedcannabis.us -- is a biotechnology company dedicated to the development of phyto-therapeutic based products supported by patented technologies for the pharmaceutical, medical, and industrial markets. The Company has long advocated the application of cannabinoids for medical applications and is building a platform for designing targeted therapies to increase the quality of life for patients around the world. Chapter 11 Petition Date: April 20, 2020 Court: United States Bankruptcy Court District of Colorado Case No.: 20-12692 Judge: Hon. Kimberley H. Tyson Debtor's Counsel: Aaron J. Conrardy, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Tel: 303-296-1999 Email: aconrardy@wgwc-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Walsh, chief financial officer. 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 at: https://is.gd/BvifaM URBAN ONE: S&P Lowers ICR to 'CCC'; Outlook Negative ---------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Urban One Inc. to 'CCC' from 'B-'. The outlook is negative. S&P believes Urban One will likely breach a covenant in 2020. Urban One's $350 million senior secured term loan ($321 million outstanding) and it's unrated $192 million senior unsecured term loan ($167 million outstanding) are both subject to financial maintenance covenants. The senior secured term loan includes more restrictive covenants, including a maximum senior secured net leverage covenant of 5.85x and a minimum interest coverage covenant of 1.25x. As of Sept. 30, 2019, the company had approximately 22% cushion against its senior secured net leverage covenant and approximately 58% cushion against its interest coverage covenant. As Urban One's EBITDA declines in the second half of 2020, S&P believes the company will likely breach its senior secured net leverage covenant. It expects Urban One's S&P Global Ratings-adjusted leverage will spike above 8x in 2020 from 6.3x as of Sept. 30, 2019. "The negative outlook reflects our view that Urban One could breach its covenants in 2020 as economic weakness from the COVID-19 outbreak reduces advertising revenue and elevates leverage. The negative outlook also reflects refinancing risk associated with the company's senior secured notes due April 2022 and the springing maturity of its senior secured term loan in January 2022. If the company does not refinance these maturities over the next year, it might be unable to obtain a clean auditor's opinion when filing its 10-K in March 2021," S&P said. "We could lower the rating if we envisioned a default scenario occurring in the next six months because of a potential covenant breach, inability to obtain a clean auditor's opinion, or distressed exchange," S&P said. S&P could raise the rating if: -- A covenant amendment were obtained such that S&P expected the company to maintain covenant headroom of at least 15% over the next year; -- It successfully refinanced or extended the maturities of its senior secured notes such that the company no longer faced the risk of a technical default over the next year; and -- S&P believed that a distressed exchange were unlikely over the next year. VENUS CONCEPT: Global Sales President Leaves Company ---------------------------------------------------- William Kelley, Venus Concept Inc.'s president, Global Sales separated from service with the Company, effective April 15, 2020. About Venus Concept Toronto, Ontario-based Venus Concept Inc. is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related practice enhancement services. The Company's aesthetic systems have been designed on a cost-effective, proprietary and flexible platform that enables the Company to expand beyond the aesthetic industry's traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. In the years ended Dec. 31, 2019 and in 2018, a substantial majority of its systems delivered in North America were in non-traditional markets. Venus Concept incurred a net loss of $42.29 million in 2019 following a net loss of $14.21 million in 2018. As of Dec. 31, 2019, the Company had $191.13 million in total assets, $114.45 million in total liabilities, and $76.68 million in total stockholders' equity. MNP LLP, in Toronto, Canada, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company has reported recurring net losses and negative cash flows from operations, which raise substantial doubt about the Company's ability to continue as a going concern. W. KEN TGANSKE: $675K Sale of Bristol Property to Reikenas Approved ------------------------------------------------------------------- Judge Katherine Maloney Perhach of the U.S. Bankruptcy Court for the Eastern District of Wisconsin authorized W. Kent Ganske and Julie L. Ganske to sell their single-family residence located at 3114 Saddle Brooke Tr, Town of Bristol, County of Dane, Wisconsin, legally described as Lot 44, Bristol Gardens, in the Town of Bristol, Dane County, Wisconsin, to Tyler and Courtney Riekena for $675,000. The sale is free and clear of liens, with liens attaching to the proceeds. All liens and encumbrances will attach to the net proceeds of sale. The Court approves the Stipulation between the Debtors and The Bank of New Glarus regarding the sale of the property, eliminating the need for an objection and hearing on an objection. The proceeds of the sale will be first distributed to cover all normal costs of sale and broker's fees. The commission of ReMax Preferred is approved in the amount of 7.5%, and will be paid immediately from the proceeds of sale at closing. The net proceeds of the sale, after normal costs of sale and broker's fees, will be paid to the lienholders in order of priority. Distribution of the sale proceeds is subject to the terms of the Order Approving Stipulation Regarding Sale of Property of the Estate, including: a. That the lien of The Bank of New Glarus attaches to the sale proceeds, and that sale proceeds remaining after payment to the 1st Mortgage holder, First National Bank & Trust Company, and payment of closing costs, will be paid directly to BNG; and b. That the sale proceeds paid to BNG will be applied to and reduce the principal balance owed by the Debtors to BNG. Pursuant to F.R.B.P. 6004 and the court record, any stay on the sale of the property is waived and the sale may proceed. W. Kent Ganske and Julie L. Ganske sought Chapter 11 protection (Bankr. E.D. Wisc. Case No. 20-21042) on Feb. 11, 2020. WINDSTREAM HOLDINGS: Non-Obligor Unsecureds to Get 100% in Plan --------------------------------------------------------------- Windstream Holdings, Inc. and its debtor affiliates filed a Joint Chapter 11 Plan of Reorganization and a Disclosure Statement. Over the course of late 2019 and early 2020, the Uniti Adversary Proceeding proceeded in parallel with the mediation process, including substantial document discovery and depositions of key potential witnesses. Ultimately, through the mediation process as well as informal negotiations, and in advance of the commencement of any trial in the Uniti Adversary Proceeding, the Debtors were able to reach a settlement with Uniti (the "Uniti Settlement") that was submitted to the Court on March 6, 2020. The Uniti Settlement ultimately facilitated a negotiation on the terms of a restructuring with certain of Windstream’s creditor constituencies. As a result, and after extensive negotiations, these parties reached an agreement on the terms of the restructuring transactions set forth in a plan support agreement filed on March 6, 2020, and as amended on March 9, 2020 and March 16, 2020 (the "Plan Support Agreement"), and enumerated in the Plan. Holders of more than 94% of First Lien Claims, including the Debtors' largest creditor, Elliott Investment Management, L.P. and its affiliated funds, 54% of Second Lien Claims, 39% of unsecured claims, and 72% of Midwest Notes Claims have agreed to support the approval and consummation of the Uniti Settlement and confirmation of the Plan, including voting their respective Claims to accept the Plan. The Plan provides for the reorganization of the Debtors as a going concern with a deleveraged capital structure and sufficient liquidity to fund the Debtors' post-emergence business plan. The Plan, Plan Support Agreement, and Uniti Settlement are significant achievements for the Debtors in the chapter 11 cases, which were initiated unexpectedly and with no clear path to confirmation in sight, and now will culminate in a restructuring transaction that maximizes value for all stakeholders. Holders of Class 3 First Lien Claims will each receive its pro rata share of: (a) 100% of the Reorganized Windstream Equity Interests, subject to dilution on account of the Rights Offering, the Backstop Premium, and the Management Incentive Plan; (b) cash in an amount equal to the sum of (i) the Distributable Exit Facility Proceeds, (ii) the Distributable Flex Proceeds, (iii) the cash proceeds of the Rights Offering, and (iv) all other cash held by the Debtors as of the Effective Date in excess of the Minimum Cash Balance; (c) the Distributable Subscription Rights; and (d) as applicable, the First Lien Replacement Term Loans. Class 4 Midwest Notes Claims will receive its pro rata share of the Midwest Notes Exit Facility Term Loans, the principal amount of which shall be $100 million, plus any interest and fees due and owing under the Midwest Notes Indenture and/or the Final DIP Order to the extent unpaid as of the Effective Date. Class 5 Second Lien Claims are impaired. If holders of Allowed Second Lien Claims vote as a class to accept the Plan, on the Effective Date, each holder of an Allowed Second Lien Claim will receive cash in an amount equal to $0.00125 for each $1.00 of Allowed Second Lien Claims. If holders of Allowed Second Lien Claims vote as a class to reject the Plan, on the Effective Date, each holder of an Allowed Second Lien Claim shall receive treatment consistent with section 1129(a)(7) of the Bankruptcy Code. Holders of Allowed General Unsecured Claims will either be paid in full or receive its Pro Rata share based on the holder's status as an Obligor or Non-Obligor General Unsecured Creditor. Class 6A Obligor General Unsecured Claims are Impaired. If holders of Allowed Obligor General Unsecured Claims vote as a class to accept the Plan, on the Effective Date, each holder of an Allowed Obligor General Unsecured Claim shall receive cash in an amount equal to $0.00125 for each $1.00 of such Allowed Obligor General Unsecured Claims. If holders of Allowed Obligor General Unsecured Claims vote as a class to reject the Plan, on the Effective Date, each holder of such an Allowed Obligor General Unsecured Claim will receive treatment consistent with Section 1129(a)(7) of the Bankruptcy Code. Class 6B Non-Obligor General Unsecured Claims are Impaired. On the later of the Effective Date or the date that such Allowed Non-Obligor General Unsecured Claim becomes due in the ordinary course of the Debtors' or Reorganized Debtors' business, each holder of an Allowed Non-Obligor General Unsecured Claim will, at the election of the Requisite Backstop Parties, in consultation with the Debtors, be (a) Reinstated or (b) paid in full in Cash. Class 9 Interests in Windstream are Impaired. Each holder of an Interest in Windstream shall have such Interest cancelled, released, and extinguished without any distribution. The Reorganized Debtors shall fund distributions under the Plan with (a) Cash on hand; (b) the issuance and distribution of Reorganized Windstream Equity Interests; (c) proceeds of the New Exit Facility; (d) the Midwest Notes Exit Facility Term Loans issued under the New Exit Facility; (e) the First Lien Replacement Term Loans, as applicable; (f) subscription rights to participate in the Rights Offering; and (g) proceeds of the Rights Offering. A full-text copy of the Disclosure Statement dated April 1, 2020, is available at https://tinyurl.com/ublsoby from PacerMonitor.com at no charge. Counsel to the Debtors: Stephen E. Hessler, P.C. Marc Kieselstein, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and - James H.M. Sprayregen, P.C. Ross M. Kwasteniet, P.C. Brad Weiland KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 About Windstream Holdings Windstream Holdings, Inc., and its subsidiaries provide advanced network communications and technology solutions for businesses across the United States. They also offer broadband, entertainment and security solutions to consumers and small businesses primarily in rural areas in 18 states. Windstream Holding Inc. and its subsidiaries filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 19-22312) on Feb. 25, 2019. The Debtors had total assets of $13,126,435,000 and total debt of $11,199,070,000 as of Jan. 31, 2019. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as counsel; PJT Partners LP as financial advisor and investment banker; Alvarez & Marsal North America LLC as restructuring advisor; and Kurtzman Carson Consultants as notice and claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 12, 2019. The committee retained Morrison & Foerster LLP as its legal counsel, AlixPartners, LLP, as its financial advisor, and Perella Weinberg Partners LP as investment banker. YUNHONG CTI: Signs 2nd Amended Purchase Agreement with LF Int'l --------------------------------------------------------------- Yunhong CTI Ltd. previously entered into a stock purchase agreement on Jan. 3, 2020, pursuant to which the Company agreed to issue and sell, and LF International Pte. Ltd. agreed to purchase, up to 500,000 shares of the Company's newly created Series A Convertible Preferred Stock, with each share of Series A Preferred initially convertible into ten shares of the Company's common stock, at a purchase price of $10.00 per share, for aggregate gross proceeds of $5,000,000. On Jan. 13, 2020, the Company conducted its first closing of the Offering, resulting in aggregate gross proceeds of $2,500,000. The Purchase Agreement contemplates a second closing for the purchase and sale of an additional 250,000 shares of Series A Preferred, which is subject to certain closing conditions. However, as previously disclosed on a Current Report on Form 8-K of the Company, on Feb. 24, 2020, to permit an interim closing prior to the satisfaction of the relevant closing conditions to, and the consummation of, the Second Closing, the Company and the Investor entered into an amendment to the Purchase Agreement, pursuant to which the Company agreed to issue and sell, and the Investor agreed to purchase, 70,000 shares of Series A Preferred at a purchase price of $10.00 per share, for aggregate gross proceeds of $700,000. As an inducement to enter into the Purchase Agreement Amendment, the Company i) granted to the Investor the right to appoint and elect a second member to the Company's Board of Directors and ii) agreed to issue to the Investor 140,000 shares of Common Stock. As previously disclosed on a Current Report on Form 8-K of the Company, on Feb. 28, 2020, the Company and the Investor closed on the Interim Closing. On April 13, 2020, to permit an additional interim closing prior to the satisfaction of the relevant closing conditions to, and the consummation of, the Second Closing, the Company and the Investor entered into a second amendment to the Purchase Agreement, pursuant to which the Company agreed to issue and sell, and the Investor agreed to purchase, 130,000 shares of Series A Preferred at a purchase price of $10.00 per share, for aggregate gross proceeds of $1,300,000. As an inducement to enter into the Second Purchase Agreement Amendment, the Company i) granted to the Investor the right to appoint and elect a third member to the Company's Board of Directors at the Company's next annual meeting of stockholders and ii) agreed to issue to the Investor 260,000 shares of Common Stock. On April 13, 2020, the Company and the Investor closed on the Additional Interim Closing. The Company paid the placement agent for the Offering a fee equal to 10% of the gross proceeds from the Additional Interim Closing and warrants to purchase shares of Common Stock in an amount equal to 10% of the Common Stock issuable upon conversion of the Series A Preferred sold in the Additional Interim Closing at an exercise price of $1.00 per share. Upon the contemplated Second Closing of the Offering, which is subject to certain closing conditions, the placement agent shall receive compensation on the same economic terms as the first closing. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering. About Yunhong CTI Ltd. Yunhong CTI Ltd. fka CTI Industries is a manufacturer and marketer of foil balloons and producer of laminated and printed films for commercial uses. Yunhong CTI also distributes Candy Blossoms and other gift items and markets its products throughout the United States and in several other countries. For more information about its business, visit its corporate website at www.ctiindustries.com. CTI reported a net loss of $3.74 million for the year ended Dec. 31, 2018, following a net loss of $1.78 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $32.90 million in total assets, $28.16 million in total current liabilities, $2.79 million in total long-term liabilities, and $1.95 million in total equity. Plante & Moran, PLLC, in Chicago, Illinois, the Company's auditor since 2007, issued a "going concern" qualification in its report dated April 15, 2019, citing that the Company has suffered net losses from operations and liquidity limitations that raise substantial doubt about its ability to continue as a going concern. [*] S&P Takes Various Rating Actions on Business Services Sector ---------------------------------------------------------------- S&P Global Ratings said business and consumer services providers are facing unprecedented operational disruptions and revenue declines as worldwide social distancing sanctions require nonessential business to temporarily suspend operations and consumers to stay at home. "Most business have commenced short-term closures (a few weeks to a month), but we believe extensions are likely. The risk of depressed volumes and revenues during this period of COVID-19-related disruption is substantial, because many services companies provide largely intangible point-of-sale experiences. Although 2020 revenue growth will undoubtedly decline, a prolonged economic downturn would have broader credit implications, including a spike in layoffs. Despite the sector's largely variable cost structure, we would also expect cash flow to contract as the elevated debt service needs of our highly leveraged issuers stress liquidity," S&P said. S&P acknowledges a high degree of uncertainty about the rate of spread and peak of the coronavirus outbreak. Some government authorities estimate the pandemic will peak about midyear, and S&P is using this assumption in assessing the economic and credit implications. S&P believes the measures adopted to contain COVID-19 have pushed the global economy into recession. As the situation evolves, S&P will update its assumptions and estimates accordingly. "We plan to publish individual reports as soon as practical. Ratings on CreditWatch reflect significant anticipated stress on revenue and cash flow over the next several months, or possibly longer, that could cause us to lower ratings over a short time frame, even if companies currently have good leverage levels and liquidity cushions. Outlook revisions to negative reflect the possibility of a downgrade over the next six to 12 months. Downgrades typically reflect operating metrics and leverage measures that were already weak compared with downgrade thresholds at the previous rating, will likely deteriorate over the next year, have very thin liquidity in the face of high fixed charges, or defaulted," S&P said. Environmental, social, and governance (ESG) factors relevant to the rating action: -- Health and safety Ratings List Downgraded; Off CreditWatch; Outlook Action To From Atlantic Aviation FBO Inc. Issuer Credit Rating B+/Developing/-- BB-/Watch Neg/-- Downgraded; Placed On CreditWatch RGIS Holdings LLC RGIS LLC Issuer Credit Rating CCC-/Watch Neg/-- CCC+/Negative/-- Ratings Affirmed; Outlook Action CoAdvantage, Inc. Issuer Credit Rating B-/Negative/-- B-/Stable/-- TransUnion Issuer Credit Rating BB+/Negative/-- BB+/Stable/-- TriNet Group Inc Issuer Credit Rating BB/Negative/-- BB/Stable/-- ********* 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. 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