/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200512.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, May 12, 2020, Vol. 24, No. 132 Headlines 13 HOPE AVENUE: Lone Filed Claim to Be Paid From Sale ACHAOGEN INC: May 28 Plan & Disclosure Hearing Set ALAMO BUS: Plan Payments to be Funded by Asset Sale Proceeds AMAZING ENERGY: Chief Operating Officer Resigns APEX GLOBAL: Has $11.5M Net Loss for the Year Ended Feb. 1, 2020 ARCHDIOCESE OF SANTA FE: Taps Coldwell Banker as Broker AVIANCA HOLDINGS: Case Summary & 40 Largest Unsecured Creditors AYTU BIOSCIENCE: Will Presents its Q1 Results on May 14 BALDWIN LLC: Plans Bankruptcy Filing as Operations Ceased BAYPORT CORPORATION: Has Until July 15 to File Plan & Disclosures BIOLASE INC: Incurs $6 Million Net Loss in First Quarter CAH ACQUISITION 11: Wins OK on IPFS Insurance Premium Agreement CALIFORNIA RESOURCES: Amends Credit Agreement with JPMorgan CARBO CERAMICS: June 9 Plan & Disclosure Hearing Set CARLOS ROBLES: Has Until May 19 to File Amended Plan & Disclosures CARROUSEL THERAPY: June 16 Plan & Disclosure Hearing Set CITYCENTER HOLDINGS: S&P Lowers ICR to 'B'; Outlook Negative CLUB MADONNA: Voluntary Chapter 11 Case Summary COMSTOCK MINING: Incurs $1.32 Million Net Loss in First Quarter COSI INC: Gets Final Nod on Up to $3-Mil. of DIP Funds CPG INTERNATIONAL: S&P Assigns Prelim CCC+ Rating to Senior Notes CRAFTWORKS PARENT: Has Interim Nod on $23M DIP Facility CRITTENDEN E.M.S: Gets $175K Loan, Eligible for COVID Biz Funds DAN'S MOBILE V: May 28 Plan Confirmation Hearing Set DANCEL LLC: June 3 Disclosure Statement Hearing Set DASH GROUP: Plan to be Funded by Monthly Rental Income DEALER TIRE: S&P Alters Outlook to Negative, Affirms 'B-' ICR DEXKO GLOBAL: S&P Downgrades ICR to 'B-' on Expected Weaker Demand DJL BUILDERS: Owner to Infuse $5,000 to Retain Interest E&E LANDSCAPING: Reorganization Plan Confirmed by Judge ECO-STIM ENERGY: Unsecureds to Get Full Payment under Plan EKSO BIONICS: Lack of Cash on Hand Casts Going Concern Doubt ELITE INFRASTRUCTURE: Case Summary & 20 Top Unsecured Creditors FORTVILLE APARTMENTS: Withdraws Request to Use Cash Collateral FOX VALLEY PRO: Reorganization Plan Has Liquidation Option FRANKLIN NYC: May 19 Plan Confirmation Hearing Set GJK FL ENTERPRISES: Plan Due by July 16 Status Conference GREENPOINT TACTICAL: May Incur Up to $25K of Unsecured Debt GULF STATES TRANSPORTATION: Gets OK on Insurance Premium Financing GYPSUM RESOURCES: Has Final OK on $1.95M DIP Loan from Casa Lender HADDINGTON FUND: Plan to be Funded by Continued Operations HARTFORD GREAT: Has $1.5-Mil. Net Loss for Quarter Ended Jan. 31 HOOD LANDSCAPE: Taps Weeks Auction Group as Auctioneer ILLINOIS STAR: Hires Dinan Real Estate Advisors as Appraiser INTL GOLF CLUB: Seeks Bankruptcy as Golf Courses Closed ION GEOPHYSICAL: Lowers Net Loss to $2.34 Million in First Quarter JILL ACQUISITION: S&P Cuts ICR to 'CCC-' on Coronavirus Disruption JONATHAN R. SORELLE: Withdraws Motion to Authorize Loan Guaranty JUST FOR YOU: Unsecureds to be Paid in Full in 4 Years KADMON HOLDINGS: Reports $29.8 Million Net Loss for First Quarter KAIROS HOMES: Unsecured Creditors to Get Full Payment over 5 Years KP ENGINEERING: Creditors to Get 'Substantial Recovery' in Plan LILIS ENERGY: BDO USA LLP Raises Going Concern Doubt LITTLE GUYS: Plan to be Funded by Auction Sale Proceeds LK SAVAGE: Plan and Disclosure Statement Due Aug. 14 MALLINCKRODT PLC: Posts $50.2 Million Net Loss in First Quarter MARRIOTT VACATIONS: S&P Downgrades ICR to 'BB-'; Outlook Negative MCCLATCHY COMPANY: Seeks Amendment to Final DIP Order MCCOLL M&M: Unsecured Creditors to Get 100% in 4 Years MERITOR INC: S&P Affirms 'BB' ICR, Alters Outlook to Negative MIDTOWN CAMPUS: Case Summary & 20 Largest Unsecured Creditors MRS. G'S LOUNGE: May Borrow $350,000 from Velocity Mortgage MURRAY ENERGY: Responds to Objections, Insists Plan Confirmable NESCO HOLDINGS: Widens Net Loss to $16 Million in First Quarter NEW CITIES INVESTMENT: Century Housing Objects to Plan & Disclosure NOBLE CORPORATION: Posts $1.06 Billion Net Loss in First Quarter NORTH PACIFIC CANNERS: June 25 Hearing on Plan Disclosures NORTHWEST CO: Has DIP Financing From Existing Lenders O'LINN SECURITY: Class 6 Unsecureds to Get 100% With Interest OFFICE UPRISING: Unsecured Creditors to Get At Least $313K in Plan OWENS-BROCKWAY GLASS: S&P Rates New $500MM Sr. Unsecured Notes 'B' PFS HOLDING: S&P Lowers ICR to 'D' on Missed Interest Payment PHI GROUP: Accountant Resigns Due to Scheduling Conflict PVM ELECTRIC: Court Approves Disclosures and Confirms Plan QUEST GROUP: June 10 Disclosure Statement Hearing Set QUINTELA GROUP: Case Summary & 19 Unsecured Creditors REVLON CONSUMER: Moody's Cuts Unsec. Notes to C & Affirms Caa3 CFR RWS CHARTER: Has Until July 15 to File Plan & Disclosures RYFIELD PROPERTIES: Case Summary & 18 Unsecured Creditors SEANERGY MARITIME: Grosses $30M from Capital Raising Transactions SEHAR INC: Case Summary & 14 Unsecured Creditors SOULA INC: Fotakis to Deposit $5,247 to Fund Plan Payments STAGE STORES: Case Summary & 50 Largest Unsecured Creditors STURDIVANT TAYLOR: Has Until July 2 to File Plan & Disclosures SUITABLE TECHNOLOGIES: Gets Final OK on $5.96M DIP Facility SUNEX INT'L.: Unsecureds to be Paid from Liquidating Trust Units TANGO DELTA: Case Summary & 17 Unsecured Creditors TMS CONTRACTORS: Unsecureds to Get Payment from Litigation Proceeds UNITED AIRLINES: S&P Rates $1BB Secured Notes Due 2023 'BB+' USIC HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B-' ICR VERMILLION INC: Secures $1 Million PPP Loan From BBVA USA VERUS INTERNATIONAL: Has $2.5M Net Loss for Quarter Ended Jan. 31 VINES AT TABOR: CVWL Fund Says Plan Unconfirmable VIP CINEMA: Wins Final OK on Up to $33M of DIP Financing VISUAL COMFORT: S&P Alters Outlook to Negative, Affirms 'B' ICR VTV THERAPEUTICS: Incurs $4.72 Million Net Loss in First Quarter WHITING PETROLEUM: To Issue 97% of New Common Stock to Unsecureds WILLIAM CARTER: S&P Rates $400MM Senior Unsecured Notes 'BB+' WOLVERINE WORLD WIDE: S&P Rates $300MM Senior Unsecured Notes BB- XG SCIENCES: RSM US LLP Raises Going Concern Doubt [^] Large Companies with Insolvent Balance Sheet ********* 13 HOPE AVENUE: Lone Filed Claim to Be Paid From Sale ----------------------------------------------------- Debtor 13 Hope Avenue Junction, LLC, filed with the U.S. Bankruptcy Court for the District of Massachusetts, Central Division, a Plan of Reorganization and a Disclosure Statement on April 23, 2020. The largest single asset of the Debtor is commercial real estate located at 13 Hope Avenue, Worcester, MA which the Debtor valued at the time of filing this case at $750,000. The Debtor has limited additional assets with nominal value, which included a bank account at Berkshire Bank valued at $43.81 at the time of filing this case. The Berkshire Bank account has been closed since the commencement of this case. The Debtor has filed the current bankruptcy in order to liquidate the real estate and provide for full payment to a mortgage lender, First Bank Financial Centre. The Debtor has no unsecured creditors. The Court set a claims bar date of May 13, 2019, which has passed with only one claim being filed. Claim no. 1 filed by First Bank Financial Centre lists a secured claim of $597,834 which may have increased or decreased since time of filing this case. Class 1 constitute of allowed secured claims. First Bank Financial Centre has an interest in real property located at 13 Hope Avenue, Worcester Massachusetts. First Bank Financial Centre will be paid in full through the sale of 13 Hope Ave. If after paying closings costs, municipal obligations, if any, and the secured claim of First Bank Financial Centre in full there remains additional funds available, then those funds will first be used to pay outstanding administrative claims in class no. 2, and then any additional remaining funds shall be distributed to the ownership of the Debtor proportional to their individual ownership interest. The Debtor will market the property through a local real estate broker. While the property is being marketed for sale, the Debtor shall continue to make monthly Adequate Protection payments to First Bank Financial Centre in the amount of $1,891.67 on the 15th of each. Administrative claims will be paid in full, including attorney's fees, as allowed by further order of the Court. The Debtor has no unsecured creditors and as a result there would be no dividend to be paid if the Debtor's assets were liquated in a chapter 7 proceedings, thus meeting the minimum required under the liquidation test. A full-text copy of the Disclosure Statement on April 23, 2020, is available at https://tinyurl.com/y969b78b from PacerMonitor at no charge. The Debtor is represented by: Robert W. Kovacs, Jr. Kovacs Law, P.C. 131 Lincoln Street Worcester, MA 01605 Tel: (508) 926 – 8833 E-mail: Robert@RKovacsLaw.com About 13 Hope Avenue Junction 13 Hope Avenue Junction, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-40591) on April 10, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $1 million and liabilities of less than $1 million. The case is assigned to Judge Christopher J. Panos. Kovacs Law, P.C., is the Debtor's counsel. ACHAOGEN INC: May 28 Plan & Disclosure Hearing Set -------------------------------------------------- Debtor Achaogen, Inc., and the Official Committee of Unsecured Creditors of Achaogen filed with the U.S. Bankruptcy Court for the District of Delaware a motion for entry of an order approving the adequacy of the Disclosure Statement with Respect to First Amended Chapter 11 Plan of Liquidation. On April 21, 2020, Judge Brendan L. Shannon granted the motion and ordered that: * The Disclosure Statement is approved on an interim basis as providing holders of Claims entitled to vote on the Plan with adequate information to make an informed decision as to whether to vote to accept or reject the Plan in accordance with section 1125(a)(1) of the Bankruptcy Code. * May 21, 2020, at 4:00 p.m. is the voting deadline. * May 21, 2020, at 4:00 p.m. is fixed as the last day to file objections to the Plan. * May 26, 2020, will be the date by which the voting certification must be filed with the Court. * May 28, 2020, at 10:00 a.m. is the hearing to consider final approval of the Disclosure Statement and Confirmation of the Plan. A full-text copy of the order dated April 21, 2020, is available at https://tinyurl.com/y7dlm9qr from PacerMonitor at no charge. About Achaogen Inc. South San Francisco, California-based Achaogen, Inc. --http://www.achaogen.com/-- is a biopharmaceutical company focused on the discovery, development, and commercialization of innovative antibacterial treatments against multi-drug resistant gram-negative infections. Achaogen sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10844) on April 25, 2019. In the petition signed by CEO Blake Wise, the Debtor disclosed assets of $91.61 million and liabilities of $119.96 million as of Jan. 31, 2019. The case is assigned to Judge Brendan Linehan Shannon. The Debtor tapped Hogan Lovells US LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Meru LLC as financial advisor; Cassel Salpeter & Co., LLC as investment banker; and Kurtzman Carson Consultants LLC as claims, noticing and solicitation agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of unsecured creditors on April 23, 2019. The committee hired Akin Gump Strauss Hauer & Feld LLP and Klehr Harrison Harvey Branzburg LLP as its legal counsel, and Province, Inc., as its financial advisor. ALAMO BUS: Plan Payments to be Funded by Asset Sale Proceeds ------------------------------------------------------------ Debtor Alamo Bus Co., Inc., filed with the U.S. Bankruptcy Court for the District of New Mexico a Disclosure Statement describing its Liquidating Plan dated April 23, 2020. Class 6 constitutes of all General Unsecured Claims over $500. After payment of Net Sales Proceeds to holders of allowed secured claims from their respective collateral, the remaining net sales proceeds will be used to pay administrative and priority claims. Upon payment of administrative and priority claims in full, the remaining proceeds of the sale will be paid on a pro rata basis to holders of allowed Class 6 unsecured claims. Class 7 constitutes of the unsecured claim of Jack J. Buttram Testamentary Trust (Subordinated). The Jack J. Buttram Testamentary Trust, an insider, filed an unsecured claim in the amount of $44,497, which is subordinated to administrative and priority claim and to Classes 1 through 6. Upon payment in full to administrative and priority claims, and to Classes 1 through 6, the remaining proceeds of the sale shall be paid to the Holder of the Class 7 Unsecured Claim. Class 8 constitutes of ownership interests in the Debtor. Upon payment in full to Holders of Allowed Class Six and Class Seven unsecured claims, the remaining proceeds of the sale shall be paid on a pro rata basis to Holders of Allowed Class Eight ownership interests of the Debtor based on their respective percentages of ownership of interests in the Debtor. The Debtor will sell all of the assets of the Debtor and the estate, including without limitation all remaining collateral of Holders of Allowed Secured Claims. All sales shall be commercially reasonable sales either through the Debtor's own efforts, through Charles F. Dickerson, Inc., Auctioneer, or through additional liquidators or auctioneers. The Debtor will pay Holders of Allowed Secured Claims the net proceeds of the sale of their respective collateral. The remaining proceeds of the sales shall be used to pay administrative and priority claims. Upon payment of administrative and priority claims in full, the remaining proceeds of the sale will be paid on a pro rata basis to Holders of Allowed Class Six unsecured claims. Upon payment in full to Holders of Allowed Class Six unsecured claims, the remaining proceeds of the sales shall be paid to the Holder of the Allowed Class Seven unsecured claim until it is paid in full, and any remaining proceeds shall be paid on a pro rata basis to Holders of Allowed Class Eight ownership interests of the Debtor based on their respective percentages of ownership of interests in the Debtor. After all assets of the Debtor have been sold; after all claims of any kind, including Administrative, Priority, and other Allowed Claims, have been paid to the extent set forth herein, and at the time when no further actions remain to be taken under this Plan, the Debtor shall be deemed to have been dissolved, and shall not continue in operation. A full-text copy of the Disclosure Statement dated April 23, 2020, is available at https://tinyurl.com/y772sktx from PacerMonitor at no charge. The Debtor is represented by: WALKER & ASSOCIATES, P.C. Thomas D. Walker Chris W. Pierce 500 Marquette N.W., Suite 650 Albuquerque, New Mexico 87102 Tel: (505) 766-9272 Fax: (505)766-9287 E-mail: twalker@walkerlawpc.com cpierce@walkerlawpc.com About Alamo Bus Co. Alamo Bus Company Inc., a transportation services provider in Alamogordo, N.M., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 19-11568) on June 28, 2019. In the petition signed by Brent Buttram, president and director, the Debtor disclosed $1,400,621 in assets and $1,267,336 in liabilities. The case is assigned to Judge David T. Thuma. Chris W. Pierce, Esq., at Walker & Associates, P.C., is the Debtor's counsel. AMAZING ENERGY: Chief Operating Officer Resigns ----------------------------------------------- Mr. David Arndt has resigned as the chief operating officer of Amazing Energy Oil and Gas, Co. Mr. Arndt's resignation is effective immediately. About Amazing Energy Amazing Energy Oil and Gas, Co. -- http://www.amazingenergy.com/-- is an independent oil and gas exploration and production company headquartered in Plano, Texas. The Company's primary leasehold is in the Permian Basin of West Texas. The Company controls over 75,000 acres between their rights in Pecos County, Texas and assets in Lea County, New Mexico, and Walthall County, Mississippi. The Company primarily engages in the exploration, development, production and acquisition of oil and natural gas properties. Amazing Energy's operations are currently focused in the Permian Basin and Gulf Coast regions. Amazing Energy reported a net loss of $8.05 million for the year ended July 31, 2019, compared to a net loss of $6.51 million for the year ended July 31, 2018. As of Jan. 31, 2020, the Company had $14.63 million in total assets, $15.73 million in total liabilities, and a total stockholders' deficit of $1.1 million. DeCoria, Maichel & Teague, P.S., in Spokane, Washington, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Nov. 13, 2019, citing that the Company has limited financial resources, negative working capital, recurring losses and an accumulated deficit at July 31, 2019. These factors raise substantial doubt about its ability to continue as a going concern. APEX GLOBAL: Has $11.5M Net Loss for the Year Ended Feb. 1, 2020 ---------------------------------------------------------------- Apex Global Brands Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $11,500,000 on $21,041,000 of revenues for the year ended Feb. 1, 2020, compared to a net loss of $11,539,000 on $24,444,000 of revenues for the year ended Feb. 2, 2019. The audit report of Deloitte & Touche LLP states that the Company has violated certain financial covenants related to its Senior Secured Credit Facility resulting in current classification of the debt. The Company has inadequate cash on hand to meet such obligations, which raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Feb. 1, 2020, showed total assets of $82,922,000, total liabilities of $77,575,000, and a total stockholders' equity of $5,347,000. A copy of the Form 10-K is available at: https://is.gd/YEsww1 Apex Global Brands Inc., a brand ownership and marketing company, creates and manages lifestyle brands worldwide. The Company was formerly known as Cherokee Inc. and changed its name to Apex Global Brands Inc. in June 2019. Apex Global Brands was founded in 1988 and is headquartered in Sherman Oaks, California. ARCHDIOCESE OF SANTA FE: Taps Coldwell Banker as Broker ------------------------------------------------------- The Roman Catholic Church of the Archdiocese of Santa Fe seeks approval from the U.S. Bankruptcy Court for the District of New Mexico to hire Kelly K. Sullivan, associate broker with Coldwell Banker Legacy as its real estate broker for certain real property located at 7700 Lamplighter Lane NE, Albuquerque, New Mexico 87109. Ms. Sullivan assures the court that she is a "disinterested person" as such term is defined in Sec. 101(14) of the Bankruptcy Code. The broker will receive a sales commission equal to 10 percent of the sales price plus New Mexico Gross Receipt Tax. Ms. Sullivan can be reached at: Kelly K. Sullivan Coldwell Banker Legacy 10400 Academy Road NE, #100 Albuquerque, NM 87111 Phone: 505-293-3700 Fax: 505-291-5216 Email: kelly@planetsullivan.com About the Archdiocese of Santa Fe The Roman Catholic Church of the Archdiocese of Santa Fe -- https://www.archdiosf.org/ -- is an ecclesiastical territory or diocese of the southwestern region of the United States in the state of New Mexico. At present the Archdiocese of Santa Fe covers an area of 61,142 square miles. There are 93 parish seats and 226 active missions throughout this area. The Roman Catholic Church of the Archdiocese of Santa Fe sought Chapter 11 protection (Bankr. D. N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child abuse claims. The archdiocese reported total assets of $49,184,579 and total liabilities of $3,700,000 as of the bankruptcy filing. Judge David T. Thuma oversees the case. The archdiocese tapped Elsaesser Anderson, Chtd. and Walker & Associates, P.C., as bankruptcy counsel; Stelzner, Winter, Warburton, Flores, Sanchez & Dawes, P.A as special counsel; and King Industries Corporation as accountant. AVIANCA HOLDINGS: Case Summary & 40 Largest Unsecured Creditors --------------------------------------------------------------- Lead Debtor: Avianca Holdings S.A. Edificio P.H. Arifa, Boulevard Oeste Pisos 9 y 10 Ciudad de Panama, Republica de Panama Business Description: Avianca -- https://aviancaholdings.com -- is the commercial brand for the collection of passenger airlines and cargo airlines under the umbrella company Avianca Holdings S.A. Avianca has been flying uninterrupted for 100 years. With a fleet of 158 aircraft, Avianca serves 76 destinations in 27 countries within the Americas and Europe. Chapter 11 Petition Date: May 10, 2020 Court: United States Bankruptcy Court Southern District of New York Thirty-nine affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Avianca Holdings S.A. (Lead Case) 20-11333 Aero Transporte de Carga Union, S.A. de C.V. 20-11140 Aeroinversiones de Honduras, S.A. 20-11141 Aerovias del Continente Americano S.A. Avianca 20-11134 Airlease Holdings One Ltd. 20-11142 America Central (Canada) Corp. 20-11143 America Central Corp. 20-11144 AV International Holdco S.A. 20-11145 AV International Holdings S.A. 20-11146 AV International Investments S.A. 20-11147 AV International Ventures S.A. 20-11148 AV Investments One Colombia S.A.S. 20-11135 AV Investments Two Colombia S.A.S. 20-11136 AV Taca International Holdco S.A. 20-11149 Avianca Costa Rica S.A. 20-11150 Avianca Leasing, LLC 20-11151 Avianca, Inc. 20-11332 Avianca-Ecuador S.A. 20-11152 Aviaservicios, S.A. 20-11153 Aviateca, S.A. 20-11154 Avifreight Holding Mexico, S.A.P.I. de C.V. 20-11155 AC.R. Int'l Enterprises, Inc. 20-11156 Grupo Taca Holdings Limited 20-11157 International Trade Marks Agency Inc. 20-11158 Inversiones del Caribe, S.A. 20-11159 Islena de Inversiones, S.A. de C.V. 20-11160 Latin Airways Corp. 20-11161 Latin Logistics, LLC 20-11162 Nicaraguense de Aviacion, Sociedad Anonima (Nica, S.A.) 20-11163 Regional Express Americas S.A.S. 20-11137 Ronair N.V. 20-11164 Servicio Terrestre, Aereo y Rampa S.A. 20-11165 Servicios Aeroportuarios Integrados SAI S.A.S. 20-11138 Taca de Honduras, S.A. de C.V. 20-11166 Taca de Mexico, S.A. 20-11167 Taca International Airlines S.A. 20-11168 Taca S.A. 20-11169 Tampa Cargo S.A.S. 20-11139 Technical and Training Services, S.A. de C.V. 20-11170 Judge: Hon. Martin Glenn Debtors' General Bankruptcy Counsel: Dennis F. Dunne, Esq. Evan R. Fleck, Esq. MILBANK LLP 55 Hudson Yards New York, New York 10001 Tel: (212) 530-5000 Fax: (212) 530-5219 Email: ddunne@milbank.com efleck@milbank.com - and - Gregory Bray, Esq. MILBANK LLP 2029 Century Park East, 33rd Floor Los Angeles, CA 90067 Tel: (424) 386-4000 Fax: (213) 629-5063 Email: gbray@milbank.com Debtors' Restructuring Counsel: URDANETA, VELEZ, PEARL & ABDALLAH ABOGADOS Debtors' Restructuring Counsel: GOMEZ-PINZON ABOGADOS S.A.S. Debtors' Aviation Counsel: SMITH GAMBRELL AND RUSSELL, LLP Debtors' Financial Restructuring Advisor and Investment Banker: SEABURY SECURITIES LLC Debtors' Financial Restructuring Advisor: FTI CONSULTING, INC. Debtors' Claims & Noticing Agent: KURTZMAN CARSON CONSULTANTS LLC https://www.kccllc.net/avianca Total Assets as of Dec. 31, 2019: $7,273,900,000 Total Debts as of Dec. 31, 2019: $7,268,700,000 The petitions were signed by Adrian Neuhauser, chief financial officer. A copy of Avianca Holdings' petition is available for free at PacerMonitor.com at: https://is.gd/CCNJmg Consolidated List of Debtors' 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Wilmington Savings Bond Unliquidated Fund Society, FSB 500 Delaware Ave, Wilmington, DE 19801 USA Raye Goldsborough Tel: +1 302-888-7580 Email: rgoldborough@wsfsbank.com 2. Citibank, N.A. Loan Unliquidated Carrera 9A #9902 3rd Floor Bogota, Colombia Elizabeth Rey Email: Elizabeth.rey@citi.com 3. Banco de Bogota Loan Unliquidated Calle 36 #7-47 Floor 12 Bogota, Colombia Rafael Arango Tel: +57 315-334-3355 Email: RARANGO@bancodebogota.com.co 4. Wilmington Savings Bond $65,581,000 Fund Society, FSB 500 Delaware Ave Wilmington, DE 19801 USA Raye Goldsborough Tel: +1 302-888-7580 Email: rgoldborough@wsfsbank.com 5. IAE International Aero Maintenance $36,088,520 Engines AG Provider 400 Main Street MS 121-10 East Hartford, CT 06118 USA Willian Rivera Tel: +1 860-557-1914 Email: Willian.Riverall@pw.utc.com 6. Banco Davivienda Loan $33,433,678 Carrera 7 N 3110, Bogota Colombia Adriana R. Parra Gamba Tel: +57 310-777-5607 Email: arparra@davivienda.com 7. General Electric & CFM Maintenance $33,427,319 International Provider 1 Neumann Way Cincinnati, OH 45215 USA Jose Kling Tel: +1 415-238-2651 Email: jose.kling@ge.com 8. Rolls Royce PLC Maintenance $28,301,046 Kings Place Provider 90 York Way London, N1 9FX, UK David Gonzalez Tel: +1 470-328-0725 Email: David.Gonzalez-Gomez@Rolls-Royce.com 9. SMBC Aviation Capital Lessor $10,989,992 IFSC House, IFSC, Custom House Quay Dublin, Ireland Bart Harrington Tel: +1 972-974-7093 Email: bart.harrington@smbc.aero 10. SAP Colombia SAS IT Systems and $7,214,817 Ed. Tierra Firme Services Piso 24 AK 9N 115 06 Bogota, Colombia Sandra Vargas Tel: +57 1600-3000 Email: s.vargas@sap.com 11. Avolon Lessor $6,680,749 Number One, Ballsbridg Building 1 Shelbourne Rd Ballsbridge, Dublin, D04 K2R2, Ireland Ramon Stortini Tel: +55 119-9293-4000 Email: rstortini@avolon.aero 12. Banco Agricola Unsecured Debt $5,000,000 Boulevard Contitucion 67 Avenida Norte, Ed San Jose De La Montana San Salvador El Salvador Reina De La Paz Castillo Tisnado Tel: +503-2267-5200 Email: rcarrill@bancoagricola.com.sv 13. Lafise Panama Unsecured Debt $5,000,000 Urbanizacion Santa Maria Business District Panama City, Panama Rodrigo Zamora Teran Tel: +1 305-878-9305 Email: rodrigoz@lafise.com 14. Terpel Fuel $4,907,654 Carrera 7#75-51 Bogota, Colombia Luis Felipe Romero Tel: +57 31-0269-3390 Email: luis.romero@terpel.com 15. World Fuel Services Fuel $4,891,949 9800 NW 41st Miami, FL 33178 USA Armando Vidalon +1 305-428-8141 Email: avidalon@wfscorp.com 16. Getcom Outsourced $4,882,420 DG 55-37- 41 of 601 Services Bello, Antioquia Colombia Eduardo Salazar Tel: +574-444-3820 ext: 4152 Email: david.perez@onelinkbpo.net 17. KGAL Lessor $4,878,420 Toelzer Strabe 15 Garching, Bavaria Germany Kathrin Dueker Tel: +49-089-6414-3659 Email: kathrin.dueker@kgal.de 18. Lufthansa Group Maintenance $4,442,344 (Luftansa Technik AG) Provider Carrera 7 No 7152 Torre A, Piso 10 Bogota, Colombia Lorena Bonilla Tel: +1 786-547-4279 Email: lorena.bonilla@lht.dlh.de 19. Orix Aviation Lessor $3,931,656 The Oval, Block 1 Shelbourne Rd, Dublin 4 DO4 E7K5, Ireland Paul O'Dwyer Tel: +35 38-6382-2960 Email: paul.o'dwyer@orix.ie 20. Boeing Group Maintenance $3,661,913 100 N Riverside Plaza Provider Chicago, IL 60606 USA Jessica Waddel Tel: +1 425-237-1109 Email: bcapaymentdetail@boeing.com 21. Gate Gourmet Group Catering $3,619,080 TV 93-5 A 96 Bogota, Colombia Rodrigo Decerega Tel: +1 305-924-2275 Email: rdecerega@gategroup.com 22. ICBC Leasing Co. Lessor $3,481,925 2 Grand Canal Square Grand Canal Harbour Dublin 2, Ireland David Wang Tel: +1 801-246-6508 Email: wangzhidong@icbcleasing.com 23. Banco Cuscatlan Unsecured Debt $3,181,659 Piramide Cuscatlan San Salvador El Salvador Eduardo Amaya Tel: +503-7946-6416 Email: eduardo.amaya@bancocuscatlan.com 24. PUMA Fuel $3,156,029 Calle 81 #11-08 Bogota, Colombia Victor De Dios Tel: +502-4151-4064 Email: victordedios@pumaenergy.com 25. Inmarsat Unsecured Debt $3,000,000 99 City Road, Old Street EC1Y 1AX London, UK Ray Villar Tel: +1 404-403-0414 Email: ray.villar@inmarsat.com 26. Airbus Group Maintenance $2,832,045 1 Round Point Mauice Provider Bellonie Paris, France Jessica Manzo Tel: +33 056-193-3333 Email: jessica.manzo@airbus.com 27. CAE Colombia Flight Professional $2,828,457 Training SAS Services DG 25G No 95A 85 CEO BOG 3 Piso Bogota, Colombia Joao Dimas Tel: +55 11-99275-4298 Email: joao.dimas@cae.com 28. UTAS - Goodrich and Maintenance $2,378,882 Hamilton (Collins) Provider 7100 Intermodal Dr Louisville, KY 40258 USA Marcia Evers Tel: +1 937-216-5125 Email: marcia.evers@collins.com 29. Accentura Ltda IT Systems and $2,361,617 TV 93 #5-96 Services Bogota, Colombia Maria Salazar Tel: +57 1326-6400 Email: maria.salazar@accenture.com 30. Microsoft Corporation IT Systems and $2,262,732 Calle 92#11-51 Services Piso 10, Bogota, Colombia Daniela Botero Tel: +1 425-706-4400 Email: v-danibo@microsoft.com 31. Navblue SAS Professional $2,061,563 295 Hagey Boulevard Services Suite 200 Waterloo, ON N2L 6R5 Canada Susan Martini Tel: +1 519-747-1170 Email: susan.martini@airbus.com 32. Chevron Fuel $2,039,139 6001 Bollinger Canyon Road San Ramon, CA 94583 USA Zamira de Ycaza Tel: 507-6617-3514 Email: zdycaza@chevron.com 33. DVB Bank Lessor $1,729,522 Park House 16-18 Finsburgh Circus 6th Floor London, EC2NEV, UK Mandeep Chana Tel: +817 247-2287 Email: mandeep.chana@dvbbank.com 34. Pratt & Whitney Canada Corp. Maintenance $1,717,715 1000 Marie-Victorin Provider Blvd. Long Ueuil UC GC 1A1 Canada Kristian Knuth-Winterfeldt Tel: 1 336-225-8239 Email: Kristian.Knuth-Winterfeldt@pwc.ca 35. Wings Capital Partners Lessor $1,699,315 Mngmt 4695 Macarthur Newport Beach, CA 92660 USA Cesar Romero Tel: 1 949-698-3669 Email: cesar.romero@wingscap.com 36. Safran Group Maintenance $1,692,780 1 Rue De Freres Provider Paris, France Andres Chaves Tel: 57 31-7759-8720 Email: andres.chaves@safrangroup.com 37. IBM Capital Unsecured Debt $1,604,316 4905 Stariha Drive Muskegon, MI 49441 USA Monica Paredes Email: mparedes@co.ibm.com 38. Bancolombia Unsecured Debt $1,496,251 Carrera 48#26-85 Medellin Antioquia, Colombia Diana Carolina Medina Munoz Tel: +57 4448-9048 Email: dicmedin@bancolombia.com.co 39. Aircastle Lessor $1,487,389 201 Tresser Boulevard Stamford, CT 06901 USA Sergio Gonzalez Tel: +1 203-504 1068 Email: sgonzalez@aircastle.com 40. Securitas Group Airport Services $1,448,222 CR 63 #17A-03 Bogota, Colombia Jose Beltran Email: abeltran@securitas.com.co AYTU BIOSCIENCE: Will Presents its Q1 Results on May 14 ------------------------------------------------------- Aytu BioScience, Inc., will present its operational results for the quarter ended March 31, 2020 on May 14, 2020, at 4:30 p.m. ET. The Company will review accomplishments from the quarter and provide an overview of its business and growth strategy. Conference Call Information 1- 877-407-9124 (toll-free) 1- 201-689-8584 (international) The webcast will be accessible live and archived on Aytu BioScience's website, within the Investors section under Events & Presentations, at aytubio.com, for 90 days. A replay of the call will be available for fourteen days. Access the replay by calling 1-877-481-4010 (toll-free) or 919-882-2331 (international) and using the replay access code 34718. About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty pharmaceutical company focused on commercializing novel products that address significant patient needs. The company currently markets a portfolio of prescription products addressing large primary care and pediatric markets. The primary care portfolio includes (i) Natesto, an FDA-approved nasal formulation of testosterone for men with hypogonadism, (ii) ZolpiMist, an FDA-approved oral spray prescription sleep aid, and (iii) Tuzistra XR, an FDA-approved 12-hour codeine-based antitussive syrup. Aytu Bioscience reported a net loss of $27.13 million for the year ended June 30, 2019, compared to a net loss of $10.18 million for the year ended June 30, 2018. As of Dec. 31, 2019, the Company had $74.48 million in total assets, $57.39 million in total liabilities, and $16.76 million in total stockholders' equity. Plante & Moran, PLLC, in Denver, CO, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Sept. 26, 2019, on the Company's consolidated financial statements for the year ended June 30, 2019, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BALDWIN LLC: Plans Bankruptcy Filing as Operations Ceased --------------------------------------------------------- Leslie Collings of Biz Journals reports that Overland Park, Kansas-based apparel brand Baldwin LLC, crafted by couple Matt and Emily Baldwin, has shuttered operations. The brand failed to overcome challenges brought by the coronavirus pandemic, Baldwind spokeswoman told the California Apparel News. "Unfortunately, the investors decided it was time to shut it down. I know we are not the only brand that is going through this in these uncertain times, and it breaks my heart to be honest," Director of Public Relations Jessica Debreceni told the media outlet. On March 20, 2020, the company sent employees with termination letters, citing "ongoing financial difficulties" as the reason for ceasing operations. Baldwin LLC plans to file for bankruptcy, that could come in the form of liquidation or Chapter 11, sources told WWD. The company's Web site no longer features images of its apparel but a message at the top reads: "We hope you and your families healthy. We are sorry to announce that we are no longer able to take any new orders or returns." About Baldwin LLC Baldwin LLC is an Overland Park, Kansas-based modern American fashion brand for both men and women founded by couple Matt and Emily Baldwin. It has 51-200 total employees across all of its locations and generates $11.51 million in sales. There are four companies in the Baldwin, LLC corporate family. BAYPORT CORPORATION: Has Until July 15 to File Plan & Disclosures ----------------------------------------------------------------- On March 12, 2020, the Court entered a final order on joint administration of the Chapter 11 cases, approving the Joint Administration of the following cases: Marvin Rex Rankin, III and Mary Beth Lemmond Rankin, Case No. 20-80495-CRJ-11; RWS Charter, LLC, Case No. 20- 80470-CRJ-11; and Bayport Corporation, Ltd., Case No. 20-80471-CRJ-11. On April 21, 2020, Judge Clifton R. Jessup, Jr. ordered that: * July 15, 2020, by 5:00 p.m. is fixed as the deadline for each Debtor to file a Chapter 11 Plan and Disclosure Statement. * June 30, 2020, is fixed as the deadline for all creditors to file a Proof of Claim. * Counsel for the Debtors is directed to immediately give notice of the Claims Bar Date by mailing a copy of this Order to the Debtors, all creditors, governmental units, Richard Blythe for the Bankruptcy Administrator’s office, and all parties requesting notice. A full-text copy of the order dated April 21, 2020, is available at https://tinyurl.com/ydeu3hmq from PacerMonitor at no charge. About Bayport Corporation Ltd. Bayport Corporation Ltd. is a privately held company engaged in activities related to real estate. Bayport Corporation sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 20-80471) on Feb. 13, 2020. In the petition signed by Rex Rankin, owner, the Debtor was estimated to have between $1 million and $10 million in both assets and liabilities. Parkman, Shepard & Morris, P.C., is the Debtor's legal counsel. BIOLASE INC: Incurs $6 Million Net Loss in First Quarter -------------------------------------------------------- Biolase, Inc., reported a net loss of $6.01 million on $4.78 million of net revenue for the three months ended March 31, 2020, compared to a net loss of $4.90 million on $10.33 million of net revenue for the three months ended March 31, 2019. As of March 31, 2020, the Company had $24.53 million in total assets, $25.42 million in total liabilities, $3.96 million in total redeemable preferred stock, and a total stockholders' deficit of $4.86 million. "Our go-to-market strategy was demonstrating meaningful progress prior to the COVID-19 pandemic, reflecting the changes we made throughout 2019 to better align our business and operating infrastructure," said Todd Norbe, president and chief executive officer. "However, we had to adjust our operations in response to the closure of most dental offices during the second half of the quarter, and this business disruption had a significant negative impact on our financial results, as we sold a limited number of lasers in March, which is historically our strongest month of the quarter. In an effort to maintain our presence with key constituencies to preserve these revenue opportunities, we quickly pivoted to increasing the number of online educational forums to showcase our industry-leading products, which have been extremely well attended. Based on the enthusiasm and positive feedback received, we are hopeful that these educational events will result in additional sales leads that we can capitalize on once dentists resume their normal business practices. "Additionally, we recently announced a partnership with an intensive care unit (ICU) equipment manufacturer to supply ICU-grade portable ventilators through BIOLASE's FDA-registered manufacturing facility. We have experienced a steady rate of activity and to date we have received over $14 million in orders." Cash, cash equivalents, and restricted cash totaled $1.8 million as of March 31, 2020. After the end of the first quarter, BIOLASE applied for and received a $3.0 million loan from the Paycheck Protection Program. The PPP was initiated to help small businesses defined as those businesses in the US with under 500 employees. BIOLASE has approximately 150 employees and is well under the 500 employee defined maximum. In addition, BIOLASE believes the PPP was intended to help small businesses like BIOLASE mitigate the impact of significant lost business during the COVID-19 economic shutdown and to help keep as many people employed as possible. Given the existing market environment, BIOLASE did not believe that it could access public equity markets to raise cash to help make up for the significant lost revenue BIOLASE experienced during the first quarter of 2020 and likely to continue into the second quarter of 2020. Additionally, both BIOLASE's president and chief executive officer and chief financial officer took temporary 40% salary cuts in connection with COVID-19 cost reduction measures. A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/rsWywE 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 261 and 52 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 41,200 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. CAH ACQUISITION 11: Wins OK on IPFS Insurance Premium Agreement --------------------------------------------------------------- Judge Paulette J. Delk authorized CAH Acquisition Company 11, LLC to obtain credit under a certain insurance premium agreement with IPFS Corporation. Pursuant to the order, the Debtor may grant IPFS a first priority security interest in the insurance policies, including: (i) all money that is or may become due under the Agreement because of a loss under the policies that reduces unearned premiums (subject to the interest of any applicable mortgagee or loss payee), (ii) any return of premiums or unearned premiums under the policies, and (iii) any dividends that may become due to the Debtor in connection with the policies. The Debtor may perform under the agreement and execute and deliver the related documents and amendments thereto, which the parties may deem reasonably necessary or desirable to carry out, the Court further ruled. About CAH Acquisition Company 11 CAH Acquisition Company 11, LLC, which conducts business under the name Lauderdale Community Hospital, is a provider of health care services including diagnostic and therapeutic services, 24-hour emergency care, convenient and specialized outpatient resources, and pharmaceutical services and other services. CAH Acquisition Company 11 sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-22020) on March 8, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Paulette J. Delk. Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. CALIFORNIA RESOURCES: Amends Credit Agreement with JPMorgan ----------------------------------------------------------- California Resources Corporation, on April 30, 2020, entered into an amendment to its credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and a Letter of Credit Issuer, Bank of America, N.A., as Syndication Agent, Swingline Lender and a Letter of Credit Issuer, and the lenders named therein, dated as of Sept. 24, 2014. The amendment defers the redetermination of the Company's borrowing base to May 15, 2020, reduces the revolving loan limit from $1 billion to $900 million effective the date of the amendment and makes other technical amendments. About California Resources California Resources Corporation -- http://www.crc.com/-- is an oil and natural gas exploration and production company headquartered in Los Angeles, California. CRC operates its resource base exclusively within the State of California, applying complementary and integrated infrastructure to gather, process and market its production. California Resources reported a net loss attributable to common stock of $28 million for the year ended Dec. 31, 2019, compared to net income attributable to common stock of $328 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $6.96 billion in total assets, $709 million in total current liabilities, $4.87 billion in long-term debt, $146 million in deferred gain and issuance costs, $720 million in other long-term liabilities, $802 million in redeemable non-controlling interests, and total deficit of $296 million. * * * In March 2019, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on California Resources Corp. The affirmation reflects S&P's expectation that CRC will continue to support its liquidity by balancing its spending with its cash flow, selling non-core assets, and potential for joint ventures in 2019 as mentioned in the Company's fourth quarter conference call. As reported by the TCR on April 6, 2020, Moody's Investors Service downgraded California Resources Corp.'s Corporate Family Rating to Caa3 from Caa1. The rating actions reflect CRC's elevated restructuring risk, including the potential for a bankruptcy filing or distressed exchange, following its failed attempt to execute a debt for debt exchange in March. CARBO CERAMICS: June 9 Plan & Disclosure Hearing Set ---------------------------------------------------- Carbo Ceramics Inc. and its debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a motion for entry of an order conditionally approving the Disclosure Statement and scheduling a combined Plan and Disclosure Statement hearing. On April 23, 2020, Judge Marvin Isgur conditionally approved the Disclosure Statement and established these dates and deadlines: * June 9, 2020, at 1:30 p.m. before the Honorable Marvin Isgur, United States Bankruptcy Judge, in Courtroom 404 of the United States Bankruptcy Court for the Southern District of Texas, 515 Rusk Street, Houston, Texas 77002 is the Combined Hearing, at which time the Court will consider the adequacy of the Disclosure Statement, the Solicitation and Tabulation Procedures, and confirmation of the Plan. * June 3, 2020, is the deadline for any objections to the approval of the Disclosure Statement on a final basis, the Solicitation and Tabulation Procedures, or confirmation of the Plan. * May 29, 2020, at 5:00 p.m. is the date and time by which any Plan Supplement must be filed with the Court. * June 3, 2020, at 5:00 p.m. is the deadline by which Ballots must be received by the Debtors’ Voting Agent. * June 8, 2020, at 5:00 p.m. is the deadline by which the Debtors shall file a declaration of the Voting Agent attesting to the voting on the Plan. * June 8, 2020, at 5:00 p.m. is the deadline by which the Debtors may file a brief in support of final approval of the Disclosure Statement and confirmation of the Plan and a reply to any objections. A full-text copy of the order dated April 23, 2020, is available at https://tinyurl.com/yb7nxmyt from PacerMonitor at no charge. About CARBO Ceramics CARBO Ceramics Inc. -- https://carboceramics.com/ -- is a global technology company providing products and services to the oil and gas, industrial, and environmental markets. CARBO offers oilfield ceramic technology products, base ceramic proppant, and frac sand proppant for use in the hydraulic fracturing of oil and natural gas wells. Asset Guard Products Inc., a subsidiary of CARBO, offers products intended to protect operators' assets, minimize environmental risks, and lower lease operating expenses through spill prevention, containment, and countermeasure systems for the oil and gas industry. StrataGen, Inc., another subsidiary, offers fracture consulting and data services and provides a suite of stimulation software solutions used for designing fracture treatments and for on-site real-time analysis to assist E&P companies in the efficient completion of wells and enhancement of oil and natural gas production. ARBO Ceramics Inc. and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.20-31973) on March 29, 2020. At the time of the filing, Debtors disclosed assets of between $100,000,001 and $500 million and liabilities of the same range. Judge Marvin Isgur oversees the cases. Debtors tapped Vinson & Elkins LLP as bankruptcy counsel; Okin Adams LLP as special counsel; Perella Weinberg Partners L.P. and Tudor Pickering, Holt & Co. as investment banker; FTI Consulting, Inc. as financial advisor; Ernst & Young LLP, KPMG LLP, and Weaver and Tidwell L.L.P. as accountants and tax advisors. Prime Clerk, the claims agent, maintains this website https://dm.epiq11.com/case/crc/info. CARLOS ROBLES: Has Until May 19 to File Amended Plan & Disclosures ------------------------------------------------------------------ Judge Mildred Caban Flores has ordered debtor Carlos Robles Tile & Stone, Inc. to amend its Disclosure Statement and Plan within 28 days, in order to address creditor ACM CCSC OB VII (Cayman) Asset Company's objection to the Disclosure Statement. A full-text copy of the order dated April 21, 2020, is available at https://tinyurl.com/y97xjl32 from PacerMonitor at no charge. About Carlos Robles Tile & Stone Carlos Robles Tile & Stone, Inc., operates a store that sells tiles, stones and related materials. Its business and office are located at 383 Ave. Cesar Gonzalez, Urb. Eleanor Roosevelt, San Juan, Puerto Rico. Carlos Robles Tile & Stone previously sought bankruptcy protection on March 19, 2015 (Bankr. D.P.R. Case No. 15-02004). Carlos Robles Tile & Stone sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-05145) on Sept. 5, 2018. In the petition signed by Carlos Robles Marin, president, the Debtor disclosed $486,000 in assets and $3,517,613 in liabilities. Judge Mildred Caban Flores presides over the case. The Debtor tapped the Law Offices of Luis D. Flores Gonzalez as its legal counsel. CARROUSEL THERAPY: June 16 Plan & Disclosure Hearing Set -------------------------------------------------------- Debtor Carrousel Therapy Center Corporation filed with the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, a Disclosure Statement and a Plan of Reorganization. On April 21, 2020, Judge Lori V. Vaughan conditionally approved the Disclosure Statement and established the following dates and deadlines: * June 16, 2020, at 02:00 PM in Courtroom 6A, 6th Floor, George C. Young Courthouse, 400 West Washington Street, Orlando, FL 32801 is the hearing to consider and rule on the disclosure statement and to conduct a confirmation hearing. * Creditors and other parties in interest shall file with the clerk their written acceptances or rejections of the plan (ballots) no later than seven days before the date of the Confirmation Hearing. * Any party desiring to object to the disclosure statement or to confirmation shall file its objection no later than seven days before the date of the Confirmation Hearing. * The Debtor will file a ballot tabulation no later than four days before the date of the Confirmation Hearing. A full-text copy of the order dated April 21, 2020, is available at https://tinyurl.com/y9uafmw7 from PacerMonitor at no charge. About Carrousel Therapy Center Carrousel Therapy Center Corporation offers interdisciplinary and centralized pediatric therapies and behavioral health services for children, adults, and families. Based in Saint Cloud, Florida, Carrousel Therapy Center sought Chapter 11 protection (Bank. M.D. Fla. Case No. 19-07009) in Orlando, Florida, on Oct. 25, 2019. In the petition signed by Dalis M. Rivera, president, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. BARTOLONE LAW, PLLC, led by Aldo G. Bartolone, Jr., Esq., in Orlando, Florida, is counsel to the Debtor. CITYCENTER HOLDINGS: S&P Lowers ICR to 'B'; Outlook Negative ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Las Vegas gaming operator CityCenter Holdings LLC to 'B' from 'B+' and lowered all issue-level ratings to 'B+' from 'BB-'. S&P also removed all ratings from CreditWatch, where it had placed them with negative implications on March 20, 2020. "The downgrade to 'B' reflects a significant spike in leverage in 2020 because of the resort's closure due to the COVID-19 pandemic, and our expectation that 2021 leverage will not improve below our 5.5x leverage threshold for the prior 'B+' rating even in our assumed recovery scenario." CityCenter's leverage will spike in 2020 because the company will generate no revenue and burn cash for as long as its Las Vegas resort casino is closed. If containment occurs midyear, the property should reopen in that time frame. However, lingering apprehension around crowded public spaces, the need to implement social distancing measures (including those that reduce gaming capacity and visitor volumes), lingering travel fears since most of Las Vegas visitation is from out of state and the majority flies to the market, and the recession could hamper the recovery," S&P said. Environmental, social, and governance (ESG) credit factors for this credit rating change -- Health and safety factors The negative outlook reflects the possibility that S&P could lower its ratings on CityCenter if it no longer believes the coronavirus will be contained by the middle of 2020 such that CityCenter's resort casino can begin to reopen in the second half of 2020 or if the recovery upon reopening is weaker than S&P is currently assuming causing the company's leverage and liquidity to worsen relative to the rating agency's current forecast. "We could lower the rating if CityCenter begins to exhaust its liquidity sources because the property's closure is more prolonged than we are assuming. We could also lower the rating if we no longer believe CityCenter's credit measures will recover from the coronavirus shock in a manner that supports leverage improving below 6.5x in 2021. For example, this could occur if the property's closure is more prolonged than we currently assume and the company incurs incremental debt to support its cash burn or if prolonged economic weakness and lingering travel fears result in more reduced leisure and group visitation and lower spending relative to our current assumptions," S&P said. "It is unlikely that we would revise our outlook on CityCenter to stable over the next year given a high degree of uncertainty around when the coronavirus might be contained and how long it may take visitation and gaming revenue in Las Vegas to recover. Prior to revising the outlook, CityCenter would need to reopen and we would need to assess customer demand upon reopening, including the response to likely social distancing measures and other operational changes concerning health and safety and how plausible our assumed recovery path is in light of that demand. In the event we believe the pace of CityCenter's recovery will allow it to more quickly reduce leverage below our 6.5x leverage downgrade threshold in 2021, we could revise the outlook to stable," the rating agency said. CLUB MADONNA: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Club Madonna, Inc. 1527 Washington Avenue Miami Beach, FL 33139 Business Description: Club Madonna Inc. owns and operates an adult entertainment club in Miami Beach, Florida. Chapter 11 Petition Date: May 11, 2020 Court: United States Bankruptcy Court Southern District of Florida Case No.: 20-15203 Debtor's Counsel: Samuel Sorota, Esq. SAMUEL SOROTA Samuel S Sorota 801 NE 167th St, Suite 308 North Miami Beach, FL 331623729 Tel: (305) 652-7777 E-mail: ssorota@bellsouth.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Leroy C. Griffith, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/Zn0xit COMSTOCK MINING: Incurs $1.32 Million Net Loss in First Quarter --------------------------------------------------------------- Comstock Mining Inc. reported a net loss of $1.32 million on $48,425 of total revenues for the three months ended March 31, 2020, compared to a net loss of $1.84 million on $37,598 of total revenues for the three months ended March 31, 2019. As of March 31, 2020, the Company had $39.25 million in total assets, $16.79 million in total liabilities, and $22.46 million in total equity. The Company has recurring net losses from operations and an accumulated deficit of $237.2 million as of March 31, 2020. For the three months ended March 31, 2020, the Company used $0.2 million of cash in operations. As of March 31, 2020, the Company had cash and cash equivalents of $1.0 million. The Company also has a debt obligation of $4.9 million that matures in January 2021, for which it does not currently have the ability to repay. Such condition raises substantial doubt regarding the Company's ability to continue as a going concern. The Company intends to finance its operations over the next twelve months through its existing cash, proceeds from the planned sale of its Lucerne mineral properties and non-mining assets and Tonogold securities, and the sale of common stock through its existing equity agreements to issue securities. These plans are outside of the control of management, and therefore, substantial doubt exists about the Company's ability to continue as a going concern through 12 months from the issuance date of the financial statements. Liquidity & Capital Resources Net cash used in operations, for the period ended March 31, 2020, was $0.2 million as compared to net cash used of $0.9 million for the comparable prior period. The Company's lower use of cash, was due to higher rates of reimbursements from Tonogold for administrative and environmental expenses. Net cash provided by investing, for the period ended March 31, 2020, was $0.1 million, substantially all from $0.3 million of proceeds from deposits on asset sales offset by $0.2 million for MCU investments. Net cash provided by financing activities, for the three months ended March 31, 2020, represented net proceeds from the sale of common stock of $0.2 million, fully offset by principal payments on long term debt of approximately $0.2 million. Total common shares outstanding on May 7, 2019, were 27,875,000. Outlook The Company's annual operating expenses are planned at approximately $5.1 million (including other income, net, and excluding depreciation), with approximately $2.3 million of that expected to be reimbursed by Tonogold's various agreements, resulting in net operating expenses for 2020, of $2.8 million. During the first quarter of 2020, the Company received approximately $0.75 million in cash for expense reimbursements required under the Tonogold agreements and an additional $1.0 million in anticipated upcoming expenditures, including staff support for local and federal permitting, and geological support for exploration planning and drilling. Starting in May 2020, until September 2021, the Company expects to receive monthly interest payments of $54,750. Mercury Clean Up LLC plans to commence trial operations in the second quarter of 2020, at the Company's American Flat processing facility, to validate and fine-tune the mercury extraction and remediation process, with the objective of reclaiming and remediating the Company's existing properties within the Carson River Mercury Superfund Site ("CRMSS"). MCU has agreed and plans to commence reclamation operations in the Philippines in the third quarter 2020, with the objective of establishing MCU as a global leader in large scale, mercury remediation projects. The Company also expects to close on the agreed upon sale of certain non-mining assets located in Silver Springs, NV, to Sierra Springs Enterprises Inc., for total net proceeds of $10.1 million, by June 30, 2020. The Company has received $0.4 million in escrow for non-refundable deposits toward these purchases. The Company will use the remaining $9.7 million to extinguish the entirety of its outstanding Senior Secured Debenture obligation, principal and make-whole, of approximately $4.9 million, plus accrued interest of approximately $0.3 million. Mr. De Gasperis concluded, "While we all continue to follow COVID-19 guidelines at Comstock Mining, we are very fortunate to be able to continue working collaboratively, remotely and strategically with our colleagues and business partners as we continue working towards achieving our 2020 strategic objectives and ultimate value goal." A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/gl5tbc About Comstock Mining Comstock Mining Inc. -- http://www.comstockmining.com/-- is a Nevada-based, gold and silver mining company with extensive, contiguous property in the Comstock District. The Company began acquiring properties in the Comstock District in 2003. Since then, the Company has consolidated a significant portion of the Comstock District, amassed the single largest known repository of historical and current geological data on the Comstock region, secured permits, built an infrastructure and completed its first phase of production. The Company continues evaluating and acquiring properties inside and outside the district expanding its footprint and exploring all of its existing and prospective opportunities for further exploration, development and mining. Comstock Mining recorded a net loss of $3.81 million for the year ended Dec. 31, 2019, compared to a net loss of $9.48 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $39.57 million in total assets, $16.08 million in total liabilities, and $23.49 million in total equity. Deloitte & Touche LLP, in Salt Lake City, Utah, the Company's auditor since 2011, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has incurred recurring losses and cash outflows from operations, has an accumulated deficit and has debt maturing within twelve months from the issuance date of the financial statements that raise substantial doubt about its ability to continue as a going concern. COSI INC: Gets Final Nod on Up to $3-Mil. of DIP Funds ------------------------------------------------------ Judge Brendan L. Shannon granted Cosi, Inc., and debtor affiliates final approval to obtain a senior secured priming super priority DIP credit facility of up to $3,000,000 in principal amount from Lion Fund, LP. The DIP facility consists of: * a term loan commitment of up to $1,250,000 available upon entry of the interim order (the Debtors have obtained interim approval to incur said amount), and * a term loan commitment of up to $1,750,000 available upon entry of the final order in three advances, as follows: (i) $750,000 available on or before the date that is two days after entry of the final order, (ii) $500,000 on or before May 31, 2020, and (iii) $500,000 on or before August 15, 2020. Other salient terms of the DIP facility include: * Interest rate -- at 12% of the advances, payable in arrears, on the maturity date. * Default interest rate -- per annum, equal to 2% in excess of the stated interest rate. * Maturity date -- on the earliest to occur of: (i) the 10-month anniversary of the interim order date, (ii) 30 days after the Petition Date if the final order has not been entered by that date, (iii) the effective date of a Chapter 11 plan that has been confirmed by a Court order, (iv) the acceleration of the DIP obligations due to the occurrence of an event of default, subject to any right to cure, if capable of cure, (v) the appointment of a Chapter 11 trustee or an examiner with expanded powers in any of the Chapter 11 cases, (vi) the conversion of any of the Chapter 11 cases to a case under Chapter 7 of the Bankruptcy Code, and (vii) the dismissal of any of the Chapter 11 cases. All unpaid principal, interest, fees, costs and expenses under the DIP facility shall be due and payable in full on the maturity date (whether at maturity, upon acceleration or otherwise). The budget (for the period through June 1, 2020) provided for $183,762 in total operating disbursements for the period from May 5 to May 11, 2020. A copy of the term sheet and the budget is available at https://is.gd/Wlmxz2 from PacerMonitor.com free of charge. The DIP advances will be used to pay for(a) working capital and general corporate expenditures according to the budget, (b)Court-approved professional fees and other administrative expenses arising in the Debtors' Chapter 11 cases, and (c) interest and reasonable fees and expenses due under the DIP loan documents. DIP Liens The Court ruled that the DIP lender is granted: (i) a valid, enforceable and fully perfected first-priority lien and security interest on all DIP collateral that is not otherwise subject to a lien, (ii) a valid, enforceable and fully perfected lien and security interest on all DIP collateral that is junior to the permitted liens and senior to the prepetition liens, and (iii) a valid, enforceable and fully perfected first-priority priming lien and security interest that is senior to the pre-petition liens. The DIP lender is also granted an allowed super priority claim in each of the Debtors' Chapter 11 cases and in any successor cases under the Bankruptcy Code for all DIP loan obligations, having priority over any and all other claims against the Debtors. Adequate Protection As of the Petition Date, the Debtors owe their existing lenders (comprised of certain holders of certain subordinated DIP roll-up/exit promissory notes and LIMAB LLC, as agent) not less than $33,577,378 plus additional accrued and accruing interest, fees, expenses, and other additional amounts chargeable or otherwise reimbursable under the existing loan documents. The existing lenders consent to the use of cash collateral and the priming of their liens, subject to adequate protection rights. Accordingly, the final order provided that: (a) the existing lenders are granted valid, enforceable, and fully perfected post-petition replacement security interests and liens in all of the DIP collateral. (b) the Debtors shall pay all reasonable and documented post-petition fees and expenses incurred by the existing lenders, their counsel and other advisors, in connection with the final order or following the Petition Date up to the budgeted amounts of not more than $30,000 per month. (c) the existing lenders are granted an allowed super priority claim for the diminution in the value of their interests in the pre-petition collateral, with priority over all administrative expense claims and unsecured claims against the Debtors or their estates. A copy of the final order is available at https://is.gd/oRZhbC from PacerMonitor.com at no charge. About COSI Inc. Cosi, Inc. -- https://www.getcosi.com/ -- and its affiliates operate fast-casual restaurants under the COSI brand. COSI features flatbread made fresh throughout the day and specializes in a variety of made-to-order hot and cold sandwiches, salads, bowls, breakfast wraps, bagels, melts, soups, flatbread pizzas, snacks, desserts, and a large offering of handcrafted, coffee-based, and specialty beverages. Cosi, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10417) on Feb. 24, 2020. Cosi, Inc., was estimated to have $10 million to $50 million in assets and liabilities. The Debtors tapped Cozen O'Connor as counsel. Omni Agent Solutions is the claims and noticing agent. CPG INTERNATIONAL: S&P Assigns Prelim CCC+ Rating to Senior Notes ----------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'CCC+' issue-level rating and '6' recovery rating to Illinois-based building products manufacturer CPG International LLC's proposed senior notes. S&P will not be placing these ratings on CreditWatch. At the same time, all of S&P's existing ratings on CPG, including its 'B' issuer credit rating, remain on CreditWatch with negative implications. "A successful refinancing of the senior notes will address a key credit risk. The refinancing will materially improve our view of CPG's capital structure and mitigate the refinancing risk associated with the existing senior notes coming due in October 2021. Given the large size of the upcoming maturity, we expect the underlying refinancing risk will have a negative impact on the ratings, if the company is unable to complete the refinancing," S&P said. If successful, the refinancing will push the maturity on the notes out by five years to 2025. And the company will have no debt maturities until 2022, when the unrated asset-based lending (ABL) facility comes due. In addition, this will also support its view of adequate liquidity over the next 12 months. "We expect credit measures to weaken over the next 12 months due to a slowdown in economic activity. For the 12 months ended Dec. 30, 2019, CPG's adjusted leverage was 6.1x and EBITDA interest coverage was 1.9x. These metrics were in line with our previous expectations. However, we expect economic activity and consumer spending to slow down over the next several quarters. Given the premium, higher-priced nature of CPG's products, its sales remain closely tied to discretionary spending levels, employment, and consumer confidence--all of which have experienced rapid deterioration in recent weeks. Thus, we believe CPG's revenue and earnings will be reduced and below our previous expectations, causing some deterioration in credit metrics over the next 12 months," S&P said. S&P expects to resolve the CreditWatch once the senior notes have been successfully refinanced. "If the refinancing of the senior notes closes as proposed, we will remove the ratings from CreditWatch. At that point, we will likely affirm the ratings at 'B' with a stable outlook," S&P said. "If the company were unable to complete the refinancing, the ratings would remain on CreditWatch. Further, we might lower the ratings over the next 90 days, since the existing senior notes are approaching maturity and have not been refinanced, indicating a weak access to capital markets. We might also lower the ratings if business conditions significantly weakened such that credit measures worsened more than we expected," the rating agency said. CRAFTWORKS PARENT: Has Interim Nod on $23M DIP Facility ------------------------------------------------------- CraftWorks Parent, LLC and its debtor affiliates sought and obtained authority from Judge Brendan L. Shannon of the Bankruptcy Court for the District of Delaware to incur, on an interim basis, up to $12.0 million of new money DIP loans from Fortress Credit Co LLC, as DIP agent on behalf of the DIP lenders comprised of certain of the Debtors' prepetition first lien lenders. The Debtors have sought to obtain a secured super priority priming DIP facility consisting of (i) up to $23 million of new money credit facility from the DIP lenders, and (ii) a roll up loan facility in an amount equal to five dollars for every dollar of new money DIP loans disbursed by said DIP lenders (with the aggregate principal amount of all roll-up DIP loans of all DIP lenders not to exceed $115,000,000 at any time). The DIP facility contemplates: (a) the priming of the prepetition liens of the pre-petition secured parties on the prepetition collateral; (b) that the prepetition secured parties are each entitled to receive adequate protection to the extent of any aggregate diminution in value of each of their respective interests in the prepetition collateral, including cash collateral, (c) certain milestones with respect to the Debtors' Chapter 11 cases and the contemplated sale of the Debtors' assets pursuant to Section 363 of the Bankruptcy Code. An overview of the DIP facility is available at https://is.gd/PnoUki from PacerMonitor.com at no charge. Moreover, the Debtors have sought and obtained permission to use the prepetition lenders' cash collateral until the DIP termination date. Immediately prior to the Petition Date, the Debtors owe: (a) Fortress Credit Co LLC, as agent, an aggregate principal amount of (1) not less than 129,000,000 under the prepetition first lien term loans, and (2) not less than $3,000,000 in aggregate principal amount under the prepetition first lien revolving loans; (b) Wells Fargo Bank, National Association, as agent, with respect to the face amount of all issued and outstanding undrawn letters of credit of (3) not less than $4,743,350 and (4) not less than $35,000,000 in aggregate principal amount under the prepetition second lien term loans. Supplemental Motion and Second Interim DIP Order Due to the current climate and efforts to stem the spread of the COVID-19 virus, the Debtors have an immediate and critical need to use cash collateral on an interim basis and to obtain credit on an interim basis pursuant to the DIP facility, having closed all of their restaurant locations and ceased operations. The Debtors have defaulted under the DIP credit but the DIP agent and DIP lenders have agreed to withdraw the termination notice upon entry of the second interim order and reinstate the DIP credit agreement as if the termination notice had not been delivered. Accordingly, Judge Shannon authorized the Debtors to obtain additional DIP loans not exceeding $4 million from the DIP lenders, under a second interim financing, a copy of which is available at https://is.gd/6WusIM from PacerMonitor free of charge. The additional DIP funds will help the Debtors to (i) preserve, maintain and secure their assets during the period that the Debtors have shut down operations, (ii) maintain business relationships with their vendors, suppliers and customers, (iii) pay their employees, (iv) finance their operations during this period, and (v) to administer their Chapter 11 cases. Debtor Craftworks' cash flow projections provided for $10,089,000 in total operating disbursements for the period from March 29, 2020 through May 10, 2020, a copy of which is available at https://is.gd/KAUEaA from PacerMonitor.com free of charge. About Craftworks Parent CraftWorks Parent, LLC and its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10475) on March 3, 2020. CraftWorks and its affiliated entities are operators and franchisors of steakhouses and craft beer brewery restaurants with more than 330 locations in 39 states in the U.S. and in Taiwan as of the bankruptcy filing date. CraftWorks employs more than 18,000 team members and corporate and support staff at its restaurants nationwide and at offices located in Nashville, Tennessee and Colorado. Its four largest "core" brands are (a) Logan's Roadhouse, (b) Old Chicago Pizza & Taproom, (c) Gordon Biersch Brewery Restaurant, and (d) Rock Bottom Restaurant and Brewery. In addition, CraftWorks operates unique one-off "specialty" restaurants such as Big River Grille & Brewing Works and ChopHouse & Brewery. CraftWorks was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing date. CraftWorks filed Chapter 11 proceedings to implement an agreement with its senior lender that is expected to reduce its debt by more than 60%, strengthen liquidity, and better position its popular brands for long-term growth. It has filed a motion requesting approval of a "stalking horse" asset purchase agreement with its senior lender and a competitive bidding process under Section 363 of the Bankruptcy Code. CraftWorks and its affiliated debtors tapped Klehr Harrison Harvey Branzburg LLP as legal counsel; Configure Partners, LLC, as investment banker; M-III Advisory Partners, LP as financial advisor; Hilco Real Estate, LLC as the real estate advisor; and Kekst CNC as the communications advisor. Prime Clerk LLC is the claims agent. The U.S. Trustee for Region 3 on March 12, 2020, appointed a committee to represent unsecured creditors in the Chapter 11 case of CraftWorks Parent, LLC. The Committee retained Pachulski Stang Ziehl & Jones LLP, as counsel and FTI Consulting, Inc., as financial advisor. CRITTENDEN E.M.S: Gets $175K Loan, Eligible for COVID Biz Funds --------------------------------------------------------------- Judge Phyllis M. Jones authorized Crittenden E.M.S., LLC to obtain up to $175,000 of post-petition unsecured financing under Section 364 of the Bankruptcy Code from certain business individuals. The unsecured post-petition loans have projected terms of payment of interest accrual only, at 6% per annum, for a period of one year with repayment of the loans at the end of that year. Judge Jones also authorized the Debtor to participate in the New Corona Virus Small Business Loans/Grants provided by the Small Business Administration. The New Corona Virus Small Business Loans/Grants has a current cap of $2,000,000 per business. The Debtor said it will assess the amount of its total request under the New Corona Virus Small Business Loans/Grants and other terms concerning interest and repayment, as will the SBA, based on the lending/grant authority provided under the new federal legislation. About Crittenden E.M.S., LLC Crittenden E.M.S., LLC, which operates in the health care business, sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 20-11155) on March 2, 2020. On the Petition Date, the Debtor listed between $1,000,000 and $10 million in both assets and liabilities. Jeannette A. Robertson, Esq., of Robertson Law Firm is the Debtor's counsel. Judge Phyllis M. Jones is assigned to the case. DAN'S MOBILE V: May 28 Plan Confirmation Hearing Set ---------------------------------------------------- Debtor Dan's Mobile V Twin Service, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, a Disclosure Statement and a Chapter 11 Plan. On April 17, 2020, Judge Catherine Peek McEwen conditionally approved the Disclosure Statement and established the following dates and deadlines: * May 28, 2020, at 2:00 p.m. in Tampa, FL − Courtroom 8B, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue is the hearing on confirmation of the Plan. * Parties in interest will submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight (8) days before the date of the Confirmation Hearing. * Objections to confirmation will be filed with the Court and served on the Local Rule 1007−2 Parties in Interest List no later than seven days before the date of the Confirmation Hearing. * The Plan Proponent will file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. A full-text copy of the order dated April 17, 2020, is available at https://tinyurl.com/yc3w366v from PacerMonitor at no charge. About Dan's Mobile V Twin Service Dan's Mobile V Twin Service, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 20-00255) on Jan. 14, 2020. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. The Debtor is represented by the Law Offices of Melody D. Genson. DANCEL LLC: June 3 Disclosure Statement Hearing Set --------------------------------------------------- Debtor Dancel, L.L.C., filed with the U.S. Bankruptcy Court for the District of Arizona a first amended disclosure statement and first amended plan of reorganization. On April 17, 2020, Judge Scott H. Gan has ordered that: * June 3, 2020, at 2:00 p.m. in Courtroom No. 329, Tucson, Arizona is the hearing to consider the approval of the Disclosure Statement. * May 26, 2020, is the deadline to file a written objection to approval of the Disclosure Statement. A full-text copy of the order dated April 21, 2020, is available at https://tinyurl.com/y7k7czch from PacerMonitor at no charge. The Debtor is represented by: Charles R. Hyde THE LAW OFFICES OF C.R. HYDE, PLC 2810 N. SWAN RD., SUITE 160 TUCSON, ARIZONA 85712 TEL: (520) 270-1110 About Dancel L.L.C. Dancel, L.L.C., owns and operates restaurants with multiple locations in Bernalillo County, N.M. Dancel filed a voluntary Chapter 11 petition (Bankr. D. Ariz. Case No. 19-10446) on Aug. 20, 2019. In the petition signed by Laura Olguin, manager, the Debtor was estimated to have $500,000 to $1 million in assets and$1 million to $10 million in liabilities. The case is assigned to Judge Scott H. Gan. Charles R. Hyde, Esq., at The Law Offices of C.R. Hyde, PLC, serves as the Debtor's counsel. DASH GROUP: Plan to be Funded by Monthly Rental Income ------------------------------------------------------ Debtor Dash Group Properties, Inc., filed the Amended Disclosure Statement describing the Amended Chapter 11 Plan of Reorganization dated April 23, 2020. There are no General Unsecured Creditors in this case. The Debtor filed the present case in an attempt to reamortize the lien claims against each of its rental properties and bring each lien claim payment current, paying each Allowed Secured Claim in full over a 15 year amortization. The Debtor proposes to make the payments on the reamortized lien claims from the net rental receipts for each rental property, except the property located at 229 Apple Drupe Way in Holy Springs, North Carolina, which the Debtor intends to sell for an amount sufficient to satisfy all allowed claims secured by that property in full. Since the Petition Date, the Debtor has taken steps to ensure it has all rental properties fully rented and has income sufficient to make all payment proposed under this Plan of Reorganization. The Debtor is generating an average monthly rental income in the amount of $8,210.00 which is sufficient to pay operating costs and the modified lien payments on his rental properties. A full-text copy of the Amended Disclosure Statement dated April 23, 2020, is available at https://tinyurl.com/y9gj5x66 from PacerMonitor at no charge. About Dash Group Properties Dash Group Properties, Inc. filed Chapter 11 Petition (Bankr. E.D.N.C. Case No. 20-01217) on March 18, 2020. The Debtor is represented by Danny Bradford, Esq. of PAUL D. BRADFORD, PLLC. DEALER TIRE: S&P Alters Outlook to Negative, Affirms 'B-' ICR ------------------------------------------------------------- S&P Global Ratings affirmed the 'B-' long-term issuer credit rating and revised the outlook on Dealer Tire LLC to negative from stable. "The negative outlook reflects a significant anticipated loss of revenue and lower margins, at least in 2020, compared with our prior base-case estimates and the potential for a reduction beyond our current forecast. This stems from our view that demand for near-term replacement tires at dealerships and reconditioning services offered by recently acquired Dent Wizard will fall significantly as a result of the coronavirus pandemic. Vehicle miles traveled have fallen and people will have less need to replace tires. Also, demand for used vehicles has fallen significantly, which reduced demand for Dent Wizard's repair services at dealerships, auctions, and rental car agencies," S&P said. "Longer term, when people get back to work and perhaps avoid public transportation, we believe these businesses may revert to more typical levels, though consumers could delay replacement tire purchases and trips to the dealership for noncritical maintenance," the rating agency said. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The negative outlook reflects increased risk that EBITDA will be much worse than expectations, leading to leverage higher than required by its covenants. It also reflects the risk cash flow will remain negative for multiple quarters, hurting liquidity. This could occur if sales and margins contract more than S&P expects for an extended period as the COVID-19 pandemic weakens demand. S&P could lower its rating on Dealer Tire if EBITDA contracts significantly so it cannot meet its financial covenants or generates negative free operating cash flow (FOCF) for an extended period, draining liquidity. This could occur amid weaker consumer demand and vehicle miles traveled because of the COVID-19 pandemic and ongoing recession. S&P could revise its outlook on Dealer Tire to stable if it believes the company will generate and sustain positive FOCF, and maintain at least 15% cushion on its financial covenants, based on its forecast. This could occur if demand and margin impact from the COVID-19 pandemic appear less severe, allowing the company to continue generating positive FOCF. DEXKO GLOBAL: S&P Downgrades ICR to 'B-' on Expected Weaker Demand ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on U.S.-based trailer axle, chassis and other engineered component manufacturer DexKo Global Inc. (DexKo) and its subsidiary Dexter Axle Company to 'B-' from 'B'. At the same time, S&P is lowering its issue-level rating on the company and its subsidiaries' first-lien credit facilities to 'B-' from 'B' and the rating on the company's second-lien debt to 'CCC' from 'CCC+'. The '3' and '6' recovery ratings on the first- and second-lien debt, respectively, are unchanged. "The downgrade and negative outlook reflect our view that lower end-market demand and a potentially prolonged economic downturn will cause revenue and profitability to fall, resulting in higher leverage than we previously forecast. We now expect the company's S&P Global Ratings-adjusted debt to EBITDA to exceed 8.5x in 2020, up from our previous expectation of leverage below 7x," S&P said. Pandemic-related uncertainty will dampen demand in a number of DexKo's end markets. Due to disruptions caused by the coronavirus pandemic, S&P Global economists now forecast U.S. and Eurozone GDP to contract by 5.2% and 7.3% in 2020, respectively. "To that end, we expect significant weakness in the company's construction, oil and gas, general industrial, and agriculture markets, as well as in its recreation-related end-user markets. As a result, we believe sales could decline in the double-digit-percent area for 2020, assuming the most severe impact in the second quarter and gradual sequential recovery through the end of the year," S&P said. DexKo's relatively short lead times and resultant lack of backlog provide minimal revenue visibility into the next 12 months. Lead times for the company's products and services are generally short (about five days). While this can be a benefit to working capital investment needs, as inventory turnover is generally high, S&P believes the lack of backlog provides limited revenue visibility especially during periods of macroeconomic uncertainty, which it views unfavorably. "We believe DexKo will maintain adequate liquidity over the next 12 months. DexKo's cost structure is highly variable, which we expect will allow the company to generate significant funds from operations under our base case forecast. When coupled with the company's sizeable cash balance of over $230 million as of March 31, 2020 (after drawing $143 million on the revolver in the first quarter of 2020), we anticipate DexKo will be able to cover its nearly $14 million annual debt amortization, moderate working capital needs, and maintenance capital expenditures by more than 5x," S&P said. "Although we believe headroom under DexKo's financial covenant will significantly deteriorate, we expect the company could repay its revolver borrowings so that it does not need to test the covenant. DexKo's debt capital structure is subject to a springing net first-lien leverage covenant ratio of 7.1x when revolver utilization (excluding letters of credit) exceeds 35% of the $150 million committed size. While the covenant calculation could be close to or exceed the 7.1x level in the second quarter, we believe DexKo can repay enough of the revolver so that the covenant would no longer need to be tested. Under our current base case forecast, we believe DexKo's EBITDA headroom will increase above 15% by the end of 2020. However, headroom could be challenged over the next few quarters if operating performance is weaker than we expect and the company is unable to generate free operating cash flow," the rating agency said. The negative outlook reflects the risk that a prolonged economic downturn from the COVID-19 pandemic could hinder DexKo's ability to generate meaningful free cash flow, weakening credit metrics beyond S&P's base-case forecast. S&P could lower its rating on DexKo over the next 12 months if: -- DexKo's operating performance does not begin to recover in the second half of the year, causing a significant reduction in liquidity sources (including cash and revolver availability); -- The company cannot generate moderate annual free cash flow; -- S&P expects company's debt leverage to remain very high beyond the next 12 months, causing it to view its capital structure as unsustainable. Although S&P expects leverage will remain high over the next 12 months, it could revise its outlook to stable if: -- S&P believes adjusted leverage will not deteriorate materially beyond its base case; -- S&P believes the company will continue to generate positive free cash flow on a consistent basis; and -- The company maintains at least 15% of headroom under its 7.1x net leverage covenant. DJL BUILDERS: Owner to Infuse $5,000 to Retain Interest ------------------------------------------------------- Debtors DJL Builders, Inc. and David J. Latawiec have formulated the First Amended Combined Plan and Disclosure Statement dated April 23, 2020. The Debtors estimate that the standard monthly payment required to satisfy the Internal Revenue Service's secured claim within 60 months of the Petition Date is $1,200. The Debtors have estimated that the first 12 monthly payments made on the Internal Revenue Service's secured claim will be approximately $600 and that remaining payments will be approximately $1,400. The Internal Revenue Service will retain its liens, to the same extent and in the same priority as on the Petition Date, until its secured claim has been paid in full. The secured claims of the Internal Revenue Service will receive interest at the statutory interest rate as of the Confirmation Date. Within 90 days of the Effective Date, debtor David Latawiec will transfer $5,000 (the Class V Capital Infusion) to DJL in exchange for the retention of his shareholder interest in DJL. A full-text copy of the First Combined Plan and Disclosure Statement dated April 23, 2020, is available at https://tinyurl.com/y9rht29w from PacerMonitor.com at no charge. Attorneys for the Debtors: LYNN M. BRIMER PAMELA S. RITTER STROBL SHARP PLLC 300 East Long Lake Road, Suite 200 Bloomfield Hills, MI 48304-2376 Telephone: (248) 540-2300 Facsimile: (248) 645-2690 E-mail: lbrimer@stroblpc.com About DJL Builders DJL Builders, Inc., is a Michigan corporation, founded by David J. Latawiec in 2009, which provides home remodeling services to homeowners in southeastern Michigan. David J. Latawiec is the sole shareholder. DJL Builders, Inc., filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 19-56856) on Nov. 29, 2019. Lynn M. Brimer, Esq. -- lbrimer@stroblpc.com -- at STROBL SHARP PLLC is the Debtor's counsel. E&E LANDSCAPING: Reorganization Plan Confirmed by Judge ------------------------------------------------------- The Small Business Combined Plan of Reorganization and Disclosure Statement filed by E&E Landscaping Company on February 12, 2020 was conditionally approved by the Court by Order dated February 13, 2020. On April 20, 2020, Judge Christine M. Gravelle ordered the Debtor's Plan filed on Feb. 12, 2020 be and is hereby finally approved and confirmed. There are no impaired classes of Claims under the Plan. All classes of Claims are being paid in full under the Plan. The secured claim held by First Constitution Bank will be paid interest on account of its secured claim at the prevailing judgment rate of interest based upon the final amount of its claim to be fixed by the Court by way of a motion to be filed by the Debtor pursuant to Section 2.3 of the Plan. The Plan provides adequate means for the execution and implementation of the provisions set forth therein, and is feasible. The Debtor has demonstrated a viable means to meet financial obligations under the Plan and generate value for creditors from the Debtor’s assets. In addition, the Plan will also be funded by capital contributions from the Debtor';s principals and their construction company, Ehrich & Ehrich Construction Company, Based upon the Liquidation Analysis annexed to the Plan, creditors will receive no less under the Plan that they would if, on the Effective Date, the Debtor were liquidated under Chapter 7 of the Bankruptcy Code. Attorney for the Debtor: Brian W. Hofmeister, Esq. LAW FIRM OF BRIAN W. HOFMEISTER, LLC 3131 Princeton Pike Building 5, Suite 110 Lawrenceville, New Jersey 08648 Tel: (609) 890-1500 Fax: (609) 890-6961 E-mail: bwh@hofmeisterfirm.com About E&E Landscaping Co. E&E Landscaping Co., Inc., owns a property located at Bordentown-Georgetown Road, Chesterfield, N.J., which is valued by the company at $1.6 million. The Debtor previously filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-30237) on Oct. 4, 2017. E&E Landscaping sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-22355) on June 21, 2019. In the petition signed by Lothar Ehrich, president, the Debtor disclosed $1,600,000 in total assets and $327,984 in total liabilities. The case is assigned to Judge Christine M. Gravelle. The Debtor is represented by Brian W. Hofmeister, Esq., at the Law Firm of Brian W. Hofmeister, LLC. ECO-STIM ENERGY: Unsecureds to Get Full Payment under Plan ---------------------------------------------------------- Debtors Eco-Stim Energy Solutions, Inc., and Eco-Stim, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a Disclosure Statement for the Plan of Liquidation dated April 23, 2020. On March 14, 2019, the Debtors completed the disposition of certain U.S. equipment to an unrelated party in exchange for approximately $2.1 million of aggregate cash proceeds, before commissions and selling expenses. Net of commissions, the Debtors realized approximately $16.8 million in the aggregate from the Prepetition Sales. In the U.S., the Debtors have now sold all material equipment, inventory and other operating assets relating to their U.S. operations. The Plan provides for the substantive consolidation of the Debtors and the vesting of all assets of the Debtors in a liquidating trust which will be charged with preservation and distribution to creditors of the proceeds of said assets, including: (i) all of the Debtors' available Cash on hand as of the Effective Date; (ii) Net Cash Proceeds from any collections by Eco Argentina and/or the liquidation of the Eco Argentina Interests; (iii) Net Cash Proceeds from any liquidation of the Viking Holding Interests; (iv) Net Cash Proceeds from any liquidation of the Viking Holding Interests; (v) Net Cash Proceeds from any liquidation of the Viking Interests; (vi) all Causes of Action by the Debtors not explicitly released under the Plan; (vii) all other rights of the Debtors to payment; and (viii) all products and proceeds from any of the foregoing. On the Effective Date, the Liquidating Trust will be initially funded via the Initial Trust Funding. The Initial Trust Funding will be allocated towards the following on the Effective Date: (i) the Liquidating Trustee shall use Available Cash as of the Effective Date to pay Allowed Administrative Claims and Allowed Priority Claims; (ii) the Liquidating Trustee shall make an initial distribution from remaining Available Cash to Allowed Secured Claims and Allowed Unsecured Claims; and (iii) subsequent to the Initial Distribution, the Liquidating Trustee shall make further periodic Distributions to Allowed Secured Claims and Allowed General Unsecured Claims upon the occurrence of a Liquidating Event and until the occurrence of the Trust Disbursement Termination Date. The Plan contemplates that all receivables collected by Eco Argentina during the post-Effective Date period will be transferred to the Liquidating Trust for distribution to creditors. While the Debtors are optimistic that a significant portion of Eco Argentina's receivables may be collected, there is significant and inherent uncertainty as to the amount of the recovery, particularly in light of current sector conditions and their impact on the ability of Eco Argentina's counterparties to make full payment on the receivables. The Debtors are hopeful that a sale of the Eco Argentina Interests will result in the realization of significant proceeds by the Estates for distribution to creditors. However, no sale has been consummated as of the date of this Disclosure Statement, and the Debtors do not have a current expectation as to the eventual Net Proceeds which will be generated by the sale. As such Net Proceeds will significantly impact Distributions, this uncertainty should be considered in a determination of whether to accept or reject the Plan. Solutions has filed Schedules which list Creditors holding general unsecured claims in the aggregate amount of $10,466,827. Of this amount, $451,689.24 is listed as contingent, disputed, and unliquidated, leaving an approximate total of $10,015,138 in Solutions General Unsecured Claims which are not listed as contingent, disputed, and liquidated. Eco Inc. has filed Schedules which list Creditors holding general unsecured claims in the aggregate amount of $775,027. Of this amount, $0.00 is listed as contingent, disputed, and unliquidated, leaving an approximate total of $775,027 in Eco Inc. General Unsecured Claims which are not listed as contingent, disputed, and liquidated. All Allowed Class 2 General Unsecured Claims will be accorded the following treatment: except to the extent that a holder of an Allowed General Unsecured Claim agrees to a different treatment, until the earlier of: (i) each such holder being paid in full on account of its Allowed General Unsecured Claim, and (ii) the Trust Disbursement Termination Date, in full and final satisfaction and discharge of and in exchange for each Allowed General Unsecured Claim, each holder of an Allowed holder’s Pro Rata share of the Initial Distribution; (b) in the event of the occurrence of a Liquidating Event, such holder's Pro Rata share of Net Cash Proceeds from such Liquidating Event; and (c) such holder's Pro Rata share of Distributions from all other Liquidating Trust Assets; provided, however, that no Distributions to Allowed General Unsecured Claims shall be made prior to payment in full of all Allowed Secured Claims. All Class 3 Equity Interests in Solutions shall be deemed canceled upon the Effective Date. All Class 4 Equity Interests in Eco Inc. shall be deemed canceled upon the Effective Date. A full-text copy of the disclosure statement dated April 23, 2020, is available at https://tinyurl.com/yasr7lq6 from PacerMonitor at no charge. The Debtors are represented by: KILMER CROSBY & QUADROS PLLC Brian A. Kilmer Texas Bar No.: 24012963 Email: bkilmer@kcq-lawfirm.com Meritt Crosby Texas Bar No. 24050462 Email: mcrosby@kcq-lawfirm.com Stephen Risley Texas Bar No.: 24099933 Email: srisley@kcq-lawfirm.com 712 Main Street, Ste. 1100 Houston, Texas 77002 Telephone: 713-300-9662 Fax: 214-731-3117 About Eco-Stim Eco-Stim Energy Solutions, Inc., is an oilfield service and technology company offering pressure pumping and well completion services and field management technologies to oil and gas producers drilling in the U.S. and international unconventional shale markets. In addition to conventional pumping equipment, EcoStim offers its clients completion techniques that can dramatically reduce horsepower requirements, emissions and surfacefootprint. Eco-Stim filed a Chapter 11 petition (Bankr. S.D. Tex. Case Nos. 20-32167 & 20-32169) on April 16, 2020. Judge David R. Jones oversees the case. The Debtors are represented by Brian A. Kilmer, Esq. of KILMER CROSBY & QUADROS PLLC. EKSO BIONICS: Lack of Cash on Hand Casts Going Concern Doubt ------------------------------------------------------------ Ekso Bionics Holdings, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $2,534,000 on $1,468,000 of revenue for the three months ended March 31, 2020, compared to a net loss of $6,551,000 on $3,616,000 of revenue for the same period in 2019. At March 31, 2020, the Company had total assets of $16,944,000, total liabilities of $11,716,000, and $5,228,000 in total stockholders' equity. The Company said, "Based on current forecasted amounts, our cash on hand will not be sufficient to satisfy our operations for the next twelve months from the date of issuance of these condensed consolidated financial statements, which raises substantial doubt about our ability to continue as a going concern." As of March 31, 2020, the Company had an accumulated deficit of $185.8 million. Largely as a result of significant research and development activities related to the development of the Company's advanced technology and commercialization of such technology into its medical device business, the Company has incurred significant operating losses and negative cash flows from operations since inception. In the three months ended March 31, 2020, the Company used $1.7 million of cash in its operations. Cash on hand as of March 31, 2020 was $8.5 million, compared to $10.9 million as of December 31, 2019. Borrowings under the Company's term loan agreement have a requirement of minimum cash on hand approximately equivalent to three months of cash burn. As of March 31, 2020, the most recent determination of this restriction, $3.6 million of cash must remain as restricted, with such amounts to be re-computed at each month end. After considering cash restrictions, effective unrestricted cash as of March 31, 2020 is estimated to be $5.0 million. Subsequent to March 31, 2020, the Company entered into an amendment to its term loan agreement, which reduces the minimum liquidity covenant to the current outstanding principal balance. A copy of the Form 10-Q is available at: https://is.gd/4XNwUG Ekso Bionics Holdings, Inc. designs, develops, and sells exoskeletons for use in the healthcare, industrial, and military markets in North America, Europe, the Middle East, and Africa. The company operates through EksoHealth and EksoWorks segments. It primarily offers Ekso GT, a bionic suit that provides the ability to stand and walk over ground with a reciprocal gait using a cane, crutches, or a walker to individuals with spinal cord injuries and hemiplegia due to stroke. The company's Ekso device is primarily used in a hospital and rehabilitation setting. The company has a license agreement with Lockheed Martin Corporation, Regents of the University of California, and Garrett Brown, as well as with OttoBock Healthcare Products Gmbh. The company was founded in 2005 and is headquartered in Richmond, California. ELITE INFRASTRUCTURE: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Elite Infrastructure, LLC 1130 E Arapaho Suite 475 Richardson, TX 75081 Business Description: Elite Infrastructure, LLC provides engineering, design, and construction of water treatment plants, midstream infrastructure and oil and gas facilities, offering comprehensive turnkey solutions and project management services. Chapter 11 Petition Date: May 8, 2020 Court: United States Bankruptcy Court Northern District of Texas Case No.: 20-31384 Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS 12770 Coit Road Suite 1100 Dallas, TX 75251 Tel:972-991-5591 E-mail: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Eric Benavides, sole member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/l4dtno FORTVILLE APARTMENTS: Withdraws Request to Use Cash Collateral -------------------------------------------------------------- Fortville Apartments, LLC, withdrew from the Bankruptcy Court dockets the second motion to authorize use of cash collateral, as well as the motion seeking authority to obtain credit, which the Debtor filed with the Court. The Debtor, along with affiliated entities West Garden Club LLC and Pennriver Community LLC, has received a commitment for an unconditional gift of up to $600,000 from an affiliated entity, consequently negating the need to use the cash collateral or incur a secured debt. About Fortville Apartments Fortville Apartments, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Fortville Apartments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-41081) on Jan. 26, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Thomas J. Tucker oversees the case. Zousmer Law Group, PLC, is the Debtor's legal counsel. FOX VALLEY PRO: Reorganization Plan Has Liquidation Option ---------------------------------------------------------- Fox Valley Pro Basketball, Inc., submitted a Chapter 11 Plan and a Disclosure Statement. The COVID-19 Coronavirus Pandemic has hit the entertainment and sports businesses particularly hard, including the Debtor's business. The Debtor suspended its operations in early March 2020. March and April 2020 were projected to be the Debtor's first profitable months because it had booked a significant number of events. State law prevents the Debtor from operating and the latest order prevents the Debtor from operating until at least May 26, 2020. Upon suspending operations, the Debtor worked with agents for events booked and re-booked them for the summer – June and July. However, there is no certainty that COVID-19 Pandemic will have subsided by then. The Debtor has revised its projections. The projections assume one event in June 2020 and many of the events postponed by the COVID-19 Pandemic being held in July and August with operations stabilizing in September 2020. The projections assume that 2021 will be representative of income and expenses in the future. Revenue will likely go up over the long-term, as it historically does due to inflation, but expenses will also likely increase. Terms of Plan If the TIF Financing occurs, the terms of the Plan that contemplates the Debtor continuing to operate its business will be in effect. Creditors will be paid on the Effective Date. November 17, 2020 is the last day for the Debtor to close on the TIF Financing. The Plan proposes to treat claims as follows: * Class 1: Allowed Claims of Bayland. It filed a claim for $12,655,307. The Plan provides that Bayland's Secured Claim will be paid in equal monthly installments of principal with interest over 300 months with interest between 4.25% or under terms determined by the Court to be fair and equitable. If Bayland makes an makes an election under Sec. 1111(b) of the Bankruptcy Code, it will be paid 300 equal monthly installments of $63,000 or the amount determined by the Court to comply with Sec. 1111(b) for 300 equal monthly installments. * Class 2: Allowed Claim and Administrative Expense of Two Willows. The Allowed Claim of Two Willows shall be paid in full in 180 equal monthly installments of principal and interest at the rate of 4.25% or the Court-Approved Interest Rate, commencing on the 15th of the first month after the Effective Date. * Class 3: Allowed Unsecured Claims – Trade (Convenience; less than $1,000). Allowed Claims of creditors in Class 2 consist of Allowed Unsecured Claims of trade Creditors that total $1,000 or less. They will be paid on the Effective Date without interest. The Debtor estimates that the total amount for all Class 2 Creditors will be $16,383. * Class 4: Allowed Unsecured Claims – Trade (Large Claims; more than $1,000). Allowed Claims of creditors in Class 4 consist of Allowed Unsecured Claims of trade Creditors that total more than $1,000. They will be paid on the Effective Date without interest. The Debtor estimates that the total amount for all Class 4 Creditors will be $834,751. * Class 5: Allowed Unsecured Non-Trade Claims (Allowed Unsecured Claims of Investors, Insiders and Creditors with Claims of more than $500,000). They shall share $500,000 on a pro rata Basis. This is an estimated 3% dividend. Then, they will receive a note for 20% of the remaining Allowed Claim paid quarterly with 3% interest over 15 years after the Effective Date. * Class 6: Allowed Voting Equity Interests. The Allowed Voting Common Stock Interests in the Debtor in Class 6 shall be cancelled. * Class 7: Allowed Non-Voting Common Stock Interests. The Allowed Non-Voting Common Stock Interests in the Debtor in Class 7 shall be cancelled. Resolution of Pending Litigation Under the Plan, the Debtor will have the ability to resolve any litigation, including objections to claims, through a final order or settlement without notice or Court approval. The net recovery from litigation, if any, will be paid to the Debtor and will indirectly inure to benefit Class 4 (Non-Trade Unsecured Creditors), Class 5 (Equity –Voting Interests) and Class 6 (Equity – Nonvoting Interests) because they all share in the profits of the Reorganized Debtor after the Effective Date. TIF Commitment The Debtor had expected to have a solid commitment on Tax Incremental Financing ("TIF") that would be used to fund payments to creditors on the Effective Date by April 29, 2020, the date of the hearing on the Disclosure Statement. However, the COVID-19 Pandemic stopped all efforts. Financial institutions were not interested in March or April in actively finalizing discussions, given that the Debtor had to suspend operation. Additionally, in the Debtor's schedules filed September 6, 2019, the Debtor listed a possible cause of action against Eric Hoopman for breach of contract. The Debtor has determined that it will not pursue the potential cause of action because it is unlikely to result in a net return to creditors. Accordingly, under the Plan, the Debtor releases Hoopman from alleged breach of contract claim listed in the schedules. The TIF Financing has three contingencies that have not yet been met. It requires that the lender be granted a security interest in the Development Agreement and note from the City. However, the Development Agreement prohibits the note from being security for a party that is not liable for the real estate taxes on the Arena. City approval would be necessary for this contingency to be met. There is a chance the City will not approve the pledge of the note. However, the City has twice approved this contingency. Given this experience, the Debtor believes this contingency can be met. However, there is no guaranty that it will be. Another contingency is that Mr. Pierce and another Person guaranty the TIF Financing. The other Person must have sufficient net worth to cover the entire TIF Financing amount up to $5.2 million. The Debtor had been in discussions with Persons willing to provide the guaranty require. However, the COVID-19 Pandemic occurred and discussions ceased due to the Debtor’s suspending operations. The Persons wished to remain anonymous at this point. If this condition is net met, the TIF Financing may not be possible. Finally, the Debtor must be operating its business and have exited chapter 11. Liquidation Option If any of the contingencies are not met, the Debtor may not be able to obtain TIF Financing and fund the Plan. Orderly Liquidation If TIF Financing Not Obtained Because of the OCVID-19 Pandemic and its impact on the Debtor’s business, the Debtor has provided in the Plan for an orderly liquidation of the Debtor’s business and assets if the TIF Financing is not obtained. The Plan provides that if the TIF Financing does not occur by November 17, 2020, the assets that are Bayland’s collateral, including the Debtor’s rights in the Arena, will be transferred free and clear of Liens on the Effective Date, December 11, 2020 in satisfaction of Bayland's Claim. Bayland will also have the exclusive option to purchase assets that are not included in its collateral at price sufficient to pay all administrative expenses, priority claims, the DIP loans from Two Willows and Windward Strategies, Inc. (“Windward”), and costs to cure defaults of unexpired contracts that it assumes. Notably, there are sponsorship agreements, other contracts and the TIF that are not included in Bayland’s collateral. The Debtor will assume and assign the executory contracts and unexpired leases to Bayland as it requests. All assets not purchased by Bayland, including the proceeds of the Bayland Preference Action, will be distributed to Creditor in the order of priority under the chapter 7 priority scheme, as it may have been adjusted during the chapter 11 case. For example, the DIP loan from Two Willows and Windward have the highest priority. This is the order of payment, as found at Section 6A.1 of the Plan: (a) Costs of collection or liquidation of the assets, and costs to close the business of the Reorganized Debtor, including reasonable attorney fees, costs and expenses, but excluding amounts that may be due Insiders for their services. (Insiders are not being compensated for their services.) (b) The Administrative Expense to Two Willows and Windward to the extent it has not otherwise been satisfied. (c) Administrative Expenses under Section 3.1 of the Plan on a Pro Rata Basis if proceeds are insufficient to pay them all in full. (d) Allowed Priority Tax Claims under Section 3.2. (e) Allowed Section 503(b)(9) Claims under Section 3.3. (f) Allowed Claims in Classes 3, 4 and 5, and the Allowed Unsecured Claim of Two Willows. The Debtor has no expectation there will be sufficient assets for payment to any Creditors in Classes 3, 4 or 5. The Debtor expects administrative expenses and priority claims will be paid from the Bayland Preference Action. The administrative expenses and priority claims total $738,653D. The shortfall of approximately $230,000 will be satisfied by one or a combination of the following ways: payment from Bayland to purchase assets of the Debtor, including the TIF; payment from the operations of the Debtor as shown on Exhibit C; Windward that is owed $200,000 on its DIP loan agreeing to a different treatment under Sec. 1129(a)(9) of the Code; and/or Kerkman & Dunn that is projected to be owed $325,000 agreeing to a different treatment under Sec. 1129(a)(9) of the Code. The orderly liquidation will only occur if the Debtor is unable to close on the TIF Financing between the Confirmation Date, that is anticipated to be sometime in July or August, and November 17, 2020. If the Debtor concludes that TIF Financing cannot be obtained, it will file notice of its conclusion with the Court and the Effective Date will occur 17 business days later, resulting in the orderly liquidation. November 17, 2020 is the last day for the Debtor to close on the TIF Financing. The Effective Date can be extended until 17 days after the Confirmation Date. The Confirmation Date could be delayed past December 11, 2020 by an appeal or stay of the Confirmation Order. A full-text copy of the Disclosure Statement dated April 20, 2020, is available at https://tinyurl.com/y7m8tfwc from PacerMonitor.com at no charge. Attorneys for Fox Valley Pro Basketball, Inc.: Kerkman & Dunn 839 N. Jefferson St., Suite 400 Milwaukee, Wisconsin 53202-3744 Phone: 414.277.8200 Facsimile: 414.277.0100 E-mail: jkerkman@kerkmandunn.com About Fox Valley Pro Basketball Fox Valley Pro Basketball, Inc., is the owner of the Menominee Nation Arena in Oshkosh, Wis. The arena serves as the home of the Wisconsin Herd of the NBA G League and the Wisconsin Glow women's basketball team. Fox Valley Pro Basketball sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 19-28025) on Aug. 19, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Brett H. Ludwig. Kerkman & Dunn is the Debtor's counsel. FRANKLIN NYC: May 19 Plan Confirmation Hearing Set -------------------------------------------------- Debtor Franklin NYC LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a motion for entry of order conditionally approving the Debtor’s Plan as the Disclosure Statement. On April 17, 2020, Judge Michael E. Wiles conditionally approved the Plan and established the following dates and deadlines: * May 19, 2020, at 10:00 a.m., in the Courtroom of the Hon. Michael E. Wiles, United States Bankruptcy Judge, Southern District of New York, One Bowling Green, New York is the hearing to consider final approval of the adequacy of the information in the Conditional Plan and the confirmation of the Conditional Plan. * May 12, 2020, at 5:00 p.m., is the deadline to deliver ballots to be counted for voting purposes. * May 12, 2020, is fixed as the last day for filing and serving written objections to the Conditional Plan and to confirmation of the Conditional Plan. * The Debtor's time to confirm its Conditional Plan is hereby extended through and including June 2, 2020, without prejudice to requests for further extensions. A full-text copy of the order dated April 17, 2020, is available at https://tinyurl.com/yck558jo from PacerMonitor at no charge. About Franklin NYC Franklin NYC, LLC, is a privately held company headquartered in New York. Franklin NYC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-13136) on Oct. 2, 2019. In the petition signed by John Yoon, president, the Debtor was estimated to have assets in the range of $1 million to $10 million and $500,000 to $1 million in debt. The case is assigned to Judge Michael E. Wiles. The Debtor tapped Arnold Mitchell Greene, Esq., at Robinson Brog Leiwand Greene, as counsel. GJK FL ENTERPRISES: Plan Due by July 16 Status Conference --------------------------------------------------------- Judge Catherine Peek McEwen has ordered that that the Initial Status Conference of GJK FL Enterprises, LLC dba Ruben's Cuban Café shall be continued from April 16, 2020 until July 16, 2020 at 02:00 p.m. in Courtroom 8B, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue, Tampa, FL 33602. If the Debtor fails to file a Plan and Disclosure Statement by the date of the Continued Status Conference, the Debtor must appear at the Continued Status Conference and show cause why the case should not be dismissed or converted to a case under Chapter 7 pursuant to 11 U.S.C. 1112(b). A full-text copy of the Order dated April 20, 2020, is available at https://tinyurl.com/ydazn4px from PacerMonitor.com at no charge. About GJK FL Enterprises GJK FL Enterprises, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01341) on Feb. 18, 2020, listing under $1 million in both assets and liabilities. Buddy D. Ford, P.A., is the Debtor's counsel. A+ Accounting and Tax is the Debtor's accountant. GREENPOINT TACTICAL: May Incur Up to $25K of Unsecured Debt ----------------------------------------------------------- Judge G. Michael Halfenger authorized Greenpoint Tactical Income Fund LLC to obtain unsecured post-petition financing in the aggregate initial amount of $25,000 from Christopher J. Nohl and Shannon Graewin. The post-petition debt (which accrues interest at 4.5% per annum) will mature within 60 days after the estate has sufficient funds to pay its insurance premiums for the balance of calendar year 2020, and will be accorded super priority administrative expense treatment. The loan proceeds will either be paid directly to Bluewater Insurance on behalf of the Debtor, or placed in the Debtor’s DIP account pending said payment, and the Debtor shall draw as needed from said account in order to meet its insurance premium obligations. About Greenpoint Tactical Income Fund Greenpoint Tactical Income Fund LLC is Wisconsin limited liability company with its principal place of business in Madison, Wisconsin. Greenpoint Tactical Income Fund is a private investment fund. GP Rare Earth Trading Account LLC is wholly owned subsidiary of Greenpoint Tactical Income Fund. GP Rare Earth is the entity that holds the gems and minerals. Greenpoint Tactical Income Fund LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 19-29613) on Oct. 4, 2019. The petition was signed by Hon. Michael G. Halfenger. At the time of filing, Greenpoint Tactical estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. GP Rare Earth estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. GULF STATES TRANSPORTATION: Gets OK on Insurance Premium Financing ------------------------------------------------------------------ Gulf States Transportation, LLC sought and obtained authority from the Bankruptcy Court for the Eastern District of Louisiana to enter into certain commercial premium finance agreements with IPFS Corporation and Greenlight Premium Finance Company in order to maintain its general liability insurance, excess liability insurance, and commercial auto liability insurance. Judge Meredith S. Grabill ruled that the Debtor may finance the unpaid portion of the premium amounting to: (i) $31,717.09 for excess liability and umbrella insurance coverage with IPFS Corporation, at 9% per annum, and (ii) $144,100.07 for commercial auto liability and physical damage insurance coverage with Greenlight Premium Finance, at 11% rate per annum. Judge Grabill further ruled that: * as security for the payment of all amounts due under premium finance agreements, IPFS Corporation and Greenlight Premium Finance are granted a first priority security interest in the respective policies financed thereby, and that * in the event of defaults under the premium finance agreements, IPFS Corporation or Greenlight Premium Finance may cancel the policies listed in the respective agreement after providing at least 10 days' notice of said default and intent to cancel the policy to the Debtor, and receive and apply the unearned or returned premiums to the account of the Debtor. About Gulf States Transportation Gulf States Transportation, LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 19-13283) on Dec. 9, 2019, listing under $1 million in both assets and liabilities. Darryl T. Landwehr at Landwehr Law Firm is the Debtor's counsel. GYPSUM RESOURCES: Has Final OK on $1.95M DIP Loan from Casa Lender ------------------------------------------------------------------ Judge Mike K. Nakagawa authorized Gypsum Resources Materials, LLC and Gypsum Resources, LLC to obtain, on a final basis, $1,950,000 of post-petition senior secured super priority financing from Casa Lender LLC in order to continue operations and to administer and preserve the value of their bankruptcy estates. The DIP facility is guaranteed by (i) James M. Rhodes, James M. Rhodes Dynasty Trust I, (ii) James M. Rhodes Dynasty Trust II, (iii) Truckee Springs Holdings, Inc., (iv) and James Michael Rhodes Irrevocable Children's Education Trust. The final order provided that: (a) Debtors shall pay the administrative claim of Kenworth Sales Company in the amount of $43,467.04 in full within 20 days of the entry of the final order; (b) the rate of interest to be charged for the loan shall be 13% per annum. The interest reserve shall be funded from the proceeds of the loan into the interest reserve account on the closing date; (c) the obligations due under the loan shall bear interest at 24% per annum upon and during the occurrence of an event of default, and shall be payable in cash on demand; (d) Debtors shall pay the lender a loan origination fee of $100,000 to be paid on the closing date from the funding of the loan and shall be fully earned, payable and non-refundable. (e) On the closing date, the lender shall be reimbursed for: * all expenses the lender has incurred with respect to the DIP loan, including all fees, costs and expenses of Lender incurred in connection with the negotiation, preparation and administration of the loan and the loan agreement; * all interest due and owing under the terms of the existing Gypsum Resource (GR) loan as of the closing date, in the amount of $674,250 as of March 18, 2020, and increases by $3,100 each day after March 18, 2020 through the closing date; and * all attorney's fees and costs due and owing under the terms of the existing GR loan on the closing date, provided that on the closing date, the lender shall provide a $50,000 credit to the interest due and owing under the terms of the existing loan, which credit shall spring-back with the $50,000 being due and payable upon an event of default. (f) the DIP lender is granted allowed super priority administrative expense claims pursuant to Section 364(c)(1) of the Bankruptcy Code in respect of the obligations, and a valid, binding, continuing, enforceable and fully perfected, security interests in, and liens upon the collateral. (g) the liens shall consist of (i) a first lien on unencumbered real property and (ii) liens senior to other liens. (h) every lien and security interest asserted by Rep-Clark, Redburn Tire Company, Eliot A. Alper Revocable Trust Dated March 22, 1999, GCJ II, Inc., and Consolidated Mortgage LLC (to the extent that they have a lien on any of the collateral) shall be properly primed in accordance with Section 364(d) of the Bankruptcy Code. A copy of the final order is available at https://is.gd/6PO3c9 from PacerMonitor.com at no charge. About Gypsum Resources Materials Based in Las Vegas, Gypsum Resources Materials, LLC, a privately held company in the gypsum mining business, and its affiliate Gypsum Resources, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 19-14799) on July 26, 2019. The petitions were signed by James M. Rhodes, president of Truckee Springs Holdings, LLC, manager of Gypsum Resources, LLC. At the time of the filing, Gypsum Resources Materials was estimated to have $10 million to $50 million in both assets and liabilities. Gypsum Resources, LLC was estimated to have $50 million to $100 million in both assets and liabilities. The Debtors tapped Fox Rothschild LLP as bankruptcy counsel; Hill Farrer & Burrill LLP as special counsel; and Conway MacKenzie, Inc., as financial advisor. The U.S. Trustee for Region 17 appointed creditors to serve on the official committee of unsecured creditors on Aug. 30, 2019. The committee is represented by Goldstein & McClintoc, LLLP. HADDINGTON FUND: Plan to be Funded by Continued Operations ---------------------------------------------------------- Debtor Haddington Fund, LP, filed with the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, a Plan of Reorganization and a Disclosure Statement dated April 23, 2020. The Debtor proposes to restructure its current indebtedness and continue its operations to provide a dividend to the unsecured creditors of Debtor. The Debtor believes it has a solid business core and can continue operations while repaying its current debts to the creditors. It is anticipated that after confirmation, the Debtor will continue in business. Based upon the projections, the Debtor believes it can service the debt to the creditors. Class 4 allowed unsecured creditors will share pro rata in the unsecured creditors pool. The Debtor will make monthly payments commencing on the Effective Date of $5,000 into the unsecured creditors' pool. The Debtor will make distributions to the Class 4 creditors every 90 days commencing 90 days after the Effective Date. The Debtor shall make payments until all Allowed Class 4 Claim have been paid in full. The Class 4 Claims shall include the Bradley S Kidwell Family Limited Partnership claim. Class 5 Current Owners are not impaired under the Plan and shall be satisfied as follows: the current ownership will be separated into two ownership groups. Group 1 participants shall retain there current ownership interest in the LLC's owned by the Debtor and will be entitled to receive their proportionate distribution of funds currently held by the Debtor from the liquidation of Debtor's interest in one of the LLC's on the Effective Date. Group 2 participates shall retain there current ownership interest in the Mill Property owned by the Debtor and shall be entitled to received their proportionate distribution of the net profits generated by the Mill Property every six months commencing six months after the Effective Date. The Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Disclosure Statement dated April 23, 2020, is available at https://tinyurl.com/yag5vn35 from PacerMonitor at no charge. Proposed Attorneys for the Debtor: Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, Texas 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 About Haddington Fund Haddington Fund L.P. filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 19-42853) on Oct. 21, 2019. In its petition, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The petition was signed by James Bresnahan, managing member of general partner. The Hon. Brenda T. Rhoades oversees the case. The Debtor tapped Eric A. Liepins, Esq., at Eric A. Liepins, P.C., as bankruptcy counsel, and Jones Allen & Fuquay, LLP, as special counsel. HARTFORD GREAT: Has $1.5-Mil. Net Loss for Quarter Ended Jan. 31 ---------------------------------------------------------------- Hartford Great Health Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $1,458,993 on $25,684 of service revenues for the three months ended Jan. 31, 2020, compared to a net loss of $155,187 on $0 of service revenues for the same period in 2019. At Jan. 31, 2020, the Company had total assets of $6,276,190, total liabilities of $6,979,070, and $702,880 in total stockholders' deficit. Hartford Great Health Corp. has incurred losses since inception, resulting in an accumulated deficit of $2,401,305 and $916,816 as of January 31, 2020 and July 31, 2019, respectively. The Company's operation provided cash flow of $4,755 for the six months ended January 31, 2020 and negative cash flow of $80,779 for the six months ended January 31, 2019. These conditions raise substantial doubt about the ability of Hartford Great Health Corp. to continue as a going concern. Chief Executive Officer Lianyue Song said, "In view of these matters, continuation as a going concern is dependent upon several factors, including the availability of debt or equity funding upon terms and conditions acceptable to Hartford Great Health Corp., and ultimately achieving profitable operations. Management believes that Hartford Great Health Corp.'s business plan provides it with an opportunity to continue as a going concern. However, management cannot provide assurance that Hartford Great Health Corp. will meet its objectives and be able to continue in operation." A copy of the Form 10-Q is available at: https://is.gd/G8pK2o Hartford Great Health Corp., through its subsidiaries, provides hospitality housing and travel agency services. It operates a vacation hotel in Hangzhou, China. The company was formerly known as PhotoAmigo, Inc. and changed its name to Hartford Great Health Corp. in August 2018. Hartford Great Health Corp. was founded in 2008 and is based in Rosemead, California. HOOD LANDSCAPE: Taps Weeks Auction Group as Auctioneer ------------------------------------------------------ Hood Landscape & Garden Products, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Weeks Auction Group, Inc. to conduct an auction sale of its assets. The assets include a 50-acre real property in Lowndes County, Ga., and equipment owned by Debtor. Under the sale agreement, Weeks Auction Group will get a 10 percent sales commission as a buyer's premium added to the purchaser's bid price at the auction. The firm requires pre-payment of $5,855 for advertising and promotional expenses. Mark Manley of Weeks Auction Group disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark L. Manley Weeks Auction Group, Inc. 2186 Sylvester Highway, Suite 1 Moultrie, GA 31768 Telephone: (229) 890-2437 Facsimile: (229) 891-3220 Email: Mark@BidWeeks.com About Hood Landscape & Garden Products Hood Landscape & Garden Products, Inc. owns and operates a landscaping equipment and supply store. Hood Landscape and its affiliate Hood Farms, Inc. sought Chapter 11 protection (Bankr. M.D. Ga. Case Nos. 19-71344 and 19-71345) on Nov. 4, 2019. At the time of the filing, Hood Landscape disclosed assets of between $1 million and $10 million and liabilities of the same range. Hood Farms had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge John T. Laney III oversees the cases. Thomas D. Lovett, Esq., at Kelley, Lovett, Blakey & Sanders, P.C., is Debtors' legal counsel. ILLINOIS STAR: Hires Dinan Real Estate Advisors as Appraiser ------------------------------------------------------------ Illinois Star Centre, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Illinois to employ Dinan Real Estate Advisors, Inc. to conduct an appraisal of its real estate located at 3000 DeYoung, Marion, Ill. The professionals designated to provide the services will be paid at these rates: Edward W. Dinan $350 per hour Elizabeth S. West $300 per hour Taylor C. Dinan $200 per hour Jordan Leiner $150 per hour Support Staff $75 per hour The firm has requested an advanced retainer of $5,500. Dinan Real Estate Advisors is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm may be reached at: Dinan Real Estate Advisors, Inc. 2023 South Big Bend Blvd. Saint Louis, MI 63117 Telephone: (314) 647-9900 Facsimile: (314) 647-9922 Email: information@dinanreal.com About Illinois Star Centre Illinois Star Centre LLC owns the Illinois Star Centre Mall located at 3000 W. Deyoung Street, Marion. The mall, which is valued at $5.5 million, offers more than 50 stores and restaurants and serves the Southern Illinois Community with events that showcase local talent. Illinois Star Centre sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4, 2017. At the time of the filing, Debtor disclosed $5.6 million in assets and zero liabilities. Judge Laura K. Grandy oversees the case. Carmody MacDonald, P.C. and Hoffman Slocomb LLC are Debtor's bankruptcy counsel and special counsel, respectively. Debtor tapped Dinan Real Estate Advisors, Inc. to appraise its real estate located at 3000 DeYoung, Marion, Ill.; and Vista Properties and Investments to assist in the marketing and sale of the property. No official committee of unsecured creditors has been appointed in Debtor's case. INTL GOLF CLUB: Seeks Bankruptcy as Golf Courses Closed ------------------------------------------------------- The Bolton-based International Golf Club and Resort has filed Chapter 11 bankruptcy in Massachusetts on May 5, 2020. Bill Doyle of The Telegram & Gazette reports that on March 18, 2020 the club closed down and laid off most of its employees, a day after the state ruled all restaurants must close other than takeout service due to the COVID-19. Club members and those with events booked at the club scrambled for refunds. Club owners Kevin Weadock and Ann Weadock informed managers that the pandemic worsened its financial outlook and it would not reopen, not even after the COVID-19 threat ended, The Telegram & Gazette said, citing multiple people at the March 18 meeting. Members heard nothing from the club until a week later when Kevin Weadock emailed them to say the club would reopen when Gov. Charlie Baker allowed golf courses to do so. People who had booked weddings at the International weren't told anything. The governor has closed nonessential businesses until at least May 18. According to the report, nine days after the club closed, Bryan Weadock said he had taken over control of the club in place of his brother Kevin. That day, Bryan Weadock disputed rumors that the family was considering bankruptcy, insisted the family has the finances to continue to run the club, and said that it was not for sale. Bryan Weadock also said everyone who had booked a wedding could reschedule or receive a refund. Some did get refunds, but others who booked in later months did not, including Eric Albano, 27, and Nicole Chase, 26, of Watertown who paid a $5,000 deposit for their Sept. 26 wedding. According to the bankruptcy filing, the club owes the largest debt worth $10.4 million to Florence Weadock, whose children manage the club. About International Gold Club & Resort Bolton, Massachusetts-based International Golf Club and Resort is a lifestyle destination with its own boutique lodge, signature restaurant, legendary golf course & much more. The International operates as three entities: the International Golf Club, which oversees the golf courses and memberships, Arklow, which owns 700 acres of real estate on which the club operates, and Wealyn, a limited liability company that manages food and beverage service. Arklow's limited partners are Florence Weadock, her sons Kevin and Daniel Weadock, her daughter Ann Specht, and Brian Lynch. Wealyn's members are Lynch, Florence Weadock and Arklow. The International Golf Club, LLC, sought Chapter 11 protection on May 4, 2020 (Bankr. D. Mass. Case No. 20-40524). It sought bankruptcy protection along with Akrlow Limited Partnership (Case No. 20-40523) and Wealyn, LLC (Case No. 20-40525), with Arklow designated as the lead case. According to the bankruptcy filing, the company and related entities listed assets worth between $10 million and $50 million and liabilities between $10 million and $50 million for 100-199 creditors. ION GEOPHYSICAL: Lowers Net Loss to $2.34 Million in First Quarter ------------------------------------------------------------------ Ion Geophysical Corporation reported a net loss of $2.34 million on $56.41 million of total net revenues for the three months ended March 31, 2020, compared to a net loss of $21.25 million on $36.95 million of total net revenues for the three months ended March 31, 2019. As of March 31, 2020, the Company had $259.4 million in total assets, $297.99 million in total liabilities, and a total deficit of $38.60 million. ION's operating income was $6.3 million compared to an operating loss of $15.9 million in the first quarter 2019. Excluding special items in both periods, the Company reported an Adjusted net income of $4.7 million, or $0.33 per share, compared to an Adjusted net loss of $16.9 million, or a loss of $1.20 per share in the first quarter 2019. The Company reported Adjusted EBITDA of $22.9 million for the first quarter 2020, an increase from $(0.1) million one year ago. "We achieved the best first quarter performance in six years despite challenges from both coronavirus and oil price volatility," said Chris Usher, ION's president and chief executive officer. "Our strong revenues of $56 million generated positive operating income and $23 million in Adjusted EBITDA, and as a result, we expect our liquidity position to improve as revenues are collected in the second quarter. Our first quarter results reflect the value of our offshore data library and validate the combined effectiveness of our strategic refocus and over $20 million cost reductions. Our team creatively closed a number of large multi-client contracts, some of which were delayed from the fourth quarter, even after E&P market dynamics changed. I remain confident in ION's value proposition to cost-effectively support customers' data-driven decision-making in this lower-for-longer exploration and production environment. "In response to the COVID-19 pandemic and oil price volatility, we worked closely with our clients to understand the impact of E&P budget reductions and proactively re-planned the business. Our asset light strategy avoids significant fixed costs and provides flexibility to quickly scale the business to meet demand. In April, we announced another $18 million of cost reductions, building on the over $20 million of cost savings made in January, to preserve cash and manage liquidity. We also qualified for and received $6.9 million of government relief in April. In addition, we expect the sale of our 49% share in the non-strategic INOVA land seismic equipment joint venture with BGP to deliver an additional $12 million liquidity boost in the second half of the year, subject to closing conditions. "I couldn't be prouder of our team's response during this unprecedented pandemic. They rallied and rapidly adjusted to new ways of working while maintaining business continuity and accelerating our strategy execution. Our employees were dynamic in their response and looked for opportunities instead of simply hunkering down and cutting costs. We quickly shifted to new digital engagement models with customers and deployed new technology solutions that facilitate remote offshore operations management. For example, Marlin SmartPort is being used by port staff to control port operations from home, and our Software group launched a "smart operations" navigation and simultaneous operations offering for E&P customers to remotely oversee their offshore operations. "I am also gratified to have resolved our decade-long patent litigation with WesternGeco, closing a significant chapter that once threatened the survival of our business. Over the course of the case, the companies' portfolios and competitive landscape changed dramatically and we both believe expanding our mutually beneficial multi-client collaboration makes more sense moving forward. "The combination of our business continuity plans and cost reduction initiatives enable ION to remain agile and support clients while navigating these uncertain times. I believe we are better positioned given our first quarter results, and with backlog and recurring revenue in some parts of our business, that we can mitigate some of the immediate impacts of the market disruption." Within the E&P Technology & Services segment, multi-client revenues were $41.6 million, an increase of 78%. This result was driven by increased sales of ION's global 2D data library, partly offset by a reduction in new venture revenues. Imaging and Reservoir Services revenues were $4.9 million, an increase of 34%, from working through existing backlog. Within the Operations Optimization segment, Optimization Software & Services revenues were $4.4 million, a 12% decrease from the first quarter 2019 due to reduced command and control hardware sales, and to a lesser extent, a COVID-19 reduced seismic activity and associated services demand. Devices revenues were $5.5 million, a 14% increase from the first quarter 2019, due to increased sales of towed streamer equipment spares and repairs. Consolidated gross margin for the quarter was 50%, compared to 27% in the first quarter 2019. Gross margin in E&P Technology & Services was 51% compared to 20% one year ago. The improved E&P Technology & Services gross margin resulted from the increase in 2D data library revenues. Operations Optimization gross margin was 47%, a slight increase compared to 46% one year ago. Consolidated operating expenses were $22.0 million, compared to $25.8 million, and operating margin was 11%, compared to (43)% in the first quarter 2019. Excluding special items, consolidated operating expenses, as adjusted, were $15.9 million, compared to $21.4 million in the first quarter 2019, and operating margin, as adjusted, was 24%, compared to (31)% in the first quarter 2019. The improvement in operating margin, as adjusted, was primarily due to the increase in revenues, combined with lower operating expenses, from cost reduction measures. Income tax expense was $5.9 million compared to $1.4 million in the first quarter 2019. The income tax expense includes $2.2 million of valuation allowance established against our recognized deferred tax assets in our non-U.S. businesses. The Company's income tax expense primarily relates to results generated by its non-U.S. businesses. At March 31, 2020, the Company had total liquidity of $53.8 million, consisting of $42.7 million of cash on hand and $11.1 million of remaining available borrowing capacity under its maximum $50.0 million revolving credit facility. In response to the market uncertainty resulting from the COVID-19 pandemic and weaker oil and gas prices, the Company drew $27.0 million under its revolving credit facility in March that remains outstanding and in its cash balances. As of May 5, 2020, the Company's cash on hand increased to a balance of $52.8 million, including revolver borrowings of $27.0 million, compared to $42.7 million at March 31, 2020. A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/3tT8Sf About ION Headquartered in Houston, Texas, ION -- http://www.iongeo.com/-- is an innovative, asset light global technology company that delivers powerful data-driven decision-making offerings to offshore energy, ports and defense industries. The Company is entering a fourth industrial revolution where technology is fundamentally changing how decisions are made. Decision-making is shifting from what was historically an art to a science. ION incurred net losses of $47.21 million in 2019, $70.40 million in 2018, and $29.38 million in 2017. As of Dec. 31, 2019, the Company had $233.2 million in total assets, $267.8 million in total liabilities, and a total deficit of $34.63 million. ION Geophysical received a written notice from the New York Stock Exchange on March 30, 2020, that the Company is not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual. ION is considered below criteria established by the NYSE for continued listing because its average market capitalization has been less than $50 million over a consecutive 30 trading-day period, and at the same time its last reported stockholders' equity was below $50 million. The Company's market capitalization was above $50 million prior to the precipitous stock market decline that was triggered by the COVID-19 pandemic. * * * As reported by the TCR on March 2, 2020, S&P Global Ratings affirmed the 'CCC+' issuer credit rating on ION Geophysical. The rating agency revised the outlook to negative from stable. "Our outlook revision to negative reflects the company's need to refinance its second-lien notes due in December 2021 as capital markets for oil and gas service companies remain challenging," S&P said. JILL ACQUISITION: S&P Cuts ICR to 'CCC-' on Coronavirus Disruption ------------------------------------------------------------------ S&P Global Ratings downgraded Jill Acquisition LLC to 'CCC-' from 'CCC+'. At the same time, S&P lowered its issue-level rating on the company's senior secured term loan facility to 'CCC-' from 'CCC+'. The '3' recovery rating is unchanged. Quincy, Mass.-based specialty apparel retailer J. Jill Inc. is experiencing an unprecedented disruption amid the coronavirus pandemic, and S&P expects an imminent covenant breach and cash burn for the next several quarters. "The downgrade reflects our view that Jill's capital structure is unsustainable and that the company could pursue a restructuring within the next six months. Before the coronavirus disruption, several management missteps weakened the business and left it vulnerable to adverse conditions. Now, the significant hurdles stemming from the pandemic and ensuing recession result in very dim turnaround prospects, in our view," S&P said. Jill temporarily closed its stores by the second half of March 2020, and S&P anticipates they will reopen at a gradual pace. Its direct channel normally accounts for about 40% of sales and continues to operate, which could partially offset some impact from closed stores. However, S&P believes deflated consumer confidence amid a recession and lingering concerns of a coronavirus resurgence will slow the recovery trajectory, especially for discretionary categories such as apparel. As such, S&P anticipates the company will be difficult for Jill to meet its obligations and garner support from lenders. S&P forecasts an imminent covenant violation on its term loan if the company does not receive a waiver. Jill's first-lien term loan is subject to a 3x maximum net leverage covenant. As of the third quarter of 2019, the company had approximately 20% headroom under this covenant. However, based on several weeks of store closures, S&P believes a leverage spike has likely resulted in a violation as of the first quarter of 2020. The rating agency also believes the company cannot comply with this covenant for at least the next three quarters as EBITDA remains depressed. S&P expects Jill to face challenges seeking a multiperiod covenant waiver from its lenders. The company's term loan matures in about two years on May 8, 2022. "We expect substantial top-line declines and negative free operating cash flow in 2020 to tighten Jill's liquidity position. We anticipate mid-double-digit percentage revenue declines this year. As a result of elevated promotional activity and sales deleverage, we also anticipate drastically reduced profitability. However, Jill took steps to reduce expenses and preserve cash, such as placing store associates on furlough and cutting wages to corporate employees. Additionally, Jill bolstered its cash balance by drawing $33 million from its $40 million asset-based lending (ABL) revolver. We believe sales from its direct channel should help limit cash burn while its revolver borrowings prevent a near-term liquidity shortfall. Nevertheless, we believe Jill's liquidity position will weaken as it burns cash while stores remain closed. We expect stores to reopen sparingly to weak demand," S&P said. "Significant industry problems will continue to weigh on Jill's performance even after the coronavirus pandemic subsides. We believe the ongoing secular changes facing apparel retailers will persist, including consumers shifting purchases online for convenience and price transparency. We also think top-line and margin pressures from competitive threats will challenge the operating environment for retail apparel companies. Furthermore, we believe consumers may be reluctant to return to malls, at least in the near term, after the coronavirus is contained and related social distancing mandates are lifted," the rating agency said. Environmental, social, and governance (ESG) credit factors relevant for this credit rating change: -- Health and safety The negative outlook reflects the heightened risk Jill will file for bankruptcy or restructure, likely within six months. S&P could lower its ratings on Jill if it announces a distressed exchange, restructuring, or recapitalization in which debt holders receive less than the original terms. S&P could raise its ratings on Jill if its liquidity position improves and covenant issues are adequately addressed. Additionally, S&P would need to believe an at-par refinancing of its term loan is likely. JONATHAN R. SORELLE: Withdraws Motion to Authorize Loan Guaranty ---------------------------------------------------------------- Jonathan R. Sorelle, M.D., PLLC, The Minimally Invasive Hand Institute, LLC, and Jonathan R. Sorelle withdrew the motion seeking authority from the Bankruptcy Court to guaranty post-petition financing in favor of certain of their non-debtor entities. The non-debtor entities were seeking to obtain financing (secured by liens on several parcels of real property and the receivables of the Debtors' medical practice) from Miner LV, LLC a Nevada limited liability company, to finance construction and equipment purchases needed to ensure that the Debtors are able to operate out of a surgical center, which the non-debtor entities have sought to construct prior to the filing of the Debtors' Chapter 11 cases. Moreover, the Debtors have intended to use the proceeds of the proposed financing to satisfy certain loans obtained by the non-debtor entities from Nevada State Bank in July 2019: (i) a real estate loan in the amount of $4,972,500 and (ii) an equipment loan amounting to $3,480,750. The proposed DIP lender has required that the Debtors guaranty the obligations of the non-debtor borrowers. The dockets did not disclose the reason for said withdrawal. About Jonathan R. Sorelle, M.D., PLLC Jonathan R. Sorelle, M.D., PLLC, The Minimally Invasive Hand Institute, LLC and Jonathan R. Sorelle, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 19-17870, 19-17871 and 19-17872, respectively) on Dec. 12, 2019. The Debtors each listed less than $1 million in both assets and liabilities. The Debtors tapped Brownstein Hyatt Farber Schreck, LLP as their legal counsel, and Inouye CPA LLC as their accountant. JUST FOR YOU: Unsecureds to be Paid in Full in 4 Years ------------------------------------------------------ Just For You Coach, Inc., filed a Third Amended Plan of Reorganization dated April 20, 2020. The Plan will be funded by operations of the Debtor. The Plan proposes to treat claims and interests as follows: * Class 1 Secured Claims. Secured claims shall be paid per month in equal monthly installments commencing 60 days after the Effective Date of the Plan. The following are the secured claims: -- Class 1(a) will consist of the Allowed Secured Claim No. 3 of Bank Independent, in the amount of $64,031. The Debtor seeks to reduce the interest rate on this claim from 5.99% to 5.25%, per annum. Such payments shall be $1,215.70, per month until paid. -- Class 1(b) will consist of the Allowed Secured Claim No. 4 of Bank Independent, in the amount of $28,529. The Debtor seeks to reduce the interest rate on this claim from 7.50% to 5.25%, per annum. Such payments shall be $541.65, per month until paid. -- Class 1(c) shall consist of the Allowed Secured Claim No. 5 of Bank Independent, in the amount of $11,803.42. Such payments shall be $224.10, per month until paid. * Class 2 Allowed Unsecured Claims. The Allowed Unsecured Claims of the unsecured creditors will be paid from 50 percent of the Net Plan Profits (as defined in the Plan) of Debtor for three years or until paid in full. However, if unsecured debts are not paid in full by the end of year three, any remaining balance will balloon at the end of year four and be due and payable by the Debtor at that time. * Class 3 Equity Interest Holders. Class 3 will consist of the equity position of Dwight Conway in the Debtor. Mr. Conway, or his assigns, will receive no equity distribution (other than salary) unless and until Class 2 is paid in full. A full-text copy of the Third Amended Chapter 11 Plan of Reorganization dated April 20, 2020, is available at https://tinyurl.com/yac25mjn from PacerMonitor.com at no charge. Attorney for the Debtor: Stuart M. Maples MAPLES LAW FIRM, PC 200 Clinton Avenue West, Suite 1000 Huntsville, Alabama 35801 Tel: (256) 489-9779 Fax: (256) 489-9720 E-mail: smaples@mapleslawfirmpc.com About Just For You Coach Just For You Coach, Inc., operates a commercial charter bus company. The company is owned by Dwight Conway. Just For You Coach sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-81116) on April 11, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The case is assigned to Judge Clifton R. Jessup Jr. Maples Law Firm, PC, is the Debtor's counsel. KADMON HOLDINGS: Reports $29.8 Million Net Loss for First Quarter ----------------------------------------------------------------- Kadmon Holdings, Inc. reported a net loss attributable to common stockholders of $29.81 million on $6.74 million of total revenue for the three months ended March 31, 2020, compared to net income attributable to common stockholders of $3.08 million on $241,000 of total revenue for the three months ended March 31, 2019. As of March 31, 2020, the Company had $181.78 million in total assets, $43.01 million in total liabilities, and $138.77 million in total stockholders' equity. Loss from operations for the three months ended March 31, 2020 was $16.1 million, compared to $22.7 million for the same period in 2019. The decrease in loss from operations was primarily due to $6.0 million of license revenue recognized by the Company during the three months ended March 31, 2020 related to the strategic partnership with Meiji Seika Pharma Co., Ltd. At March 31, 2020, the Company's cash and cash equivalents totaled $120.0 million, compared to $139.6 million at Dec. 31, 2019. In addition, as of March 31, 2020, the Company held approximately 2.1 million ordinary shares of MeiraGTx Holdings plc (Nasdaq: MGTX), a clinical-stage gene therapy company, with a fair value of $28.2 million. "We made encouraging progress this past quarter, having completed our pre-NDA meeting with the FDA. Based on the feedback we have received from the Agency to date, we are confident that our proposed data package will be sufficient to support a submission of KD025 for the treatment of patients with cGVHD in the fourth quarter of this year, as previously guided. We continue to expect to announce topline results from the six-month primary analysis of our pivotal trial of KD025 in cGVHD in the second quarter of 2020, which will include an updated look at Overall Response Rate and safety, as well as initial data on duration of response," said Harlan W. Waksal, M.D., president and CEO of Kadmon. Dr. Waksal continued, "Although our near-term goal of advancing KD025 in cGVHD remains on target, we are experiencing COVID-19-related delays in enrollment in the ongoing Phase 2 study of KD025 in systemic sclerosis as well as a delay in the initiation of the clinical trial in KD033, our immuno-oncology fusion protein. We continue to monitor the situation at hand in order to attain a better understanding of new timelines within these studies." Dr. Waksal concluded, "We continue to prioritize the health and safety of our employees and patients as we manage the impact of COVID-19. We have implemented measures including work-from-home directives, while maintaining our operations. In these unprecedented times, the steps we are taking position the Company to continue to advance our pipeline of product candidates." A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/tl7pga About Kadmon Holdings Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com -- is a clinical-stage biopharmaceutical company that discovers, develops and delivers transformative therapies for unmet medical needs. The Company's clinical pipeline includes treatments for immune and fibrotic diseases as well as immuno-oncology therapies. Kadmon Holdings recorded a net loss attributable to common stockholders of $63.43 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $56.26 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $214.80 million in total assets, $49.06 million in total liabilities, and $165.73 million in total stockholders' equity. BDO USA, LLP, in New York, New York, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 5, 2020, citing that the Company has incurred recurring losses from operations and expects such losses to continue in the future. These factors raise substantial doubt about the Company's ability to continue as a going concern. KAIROS HOMES: Unsecured Creditors to Get Full Payment over 5 Years ------------------------------------------------------------------ Debtor Kairos Home, LLC, filed an Amended Chapter 11 Plan of Reorganization and a Disclosure Statement on April 23, 2020. After the filing of this case, the Debtor was able to enter into agreed interim orders to make partial payments on the asserted secured claim of the IRS, despite disputing that claim. The Debtor's principal, Brian Frazier, also sold land to make over a $200,000 payment on the IRS's claim. According to the Debtor's records, the secured lien claim asserted by the IRS has been fully paid. The priority unsecured claim of the IRS will be paid through monthly payments under the plan. The Debtor will continue in business and use future income generated to make quarterly payments to the creditors. The Debtor's Plan will break the existing claims into 4 classes. Claimants will receive cash payments over a period of time beginning on the Effective Date. General Unsecured Claims in Class 3 are not secured by property of the Estate. The Debtor will pay from the Estate's funds Class 3 Creditors, to the extent that their claims are allowed, 100% of the amount of their Allowed Unsecured Claim over a period of 60 months commencing on the Effective Date. Class 3 is impaired under this Plan. Class 4 consists of the equity interest owner of the Debtor: Brian Frazier. All equity interests in the Debtor existing at the time of Confirmation will remain with Mr. Frazier once all claims are satisfied in accordance with the terms of the plan. Under the terms of the Plan, all property which is to be paid for under the Plan will be vested in the name of the Debtor, regardless of whose name the property is currently titled in or whose name the underlying agreement was executed. All parties currently liable on any indebtedness dealt with in the Plan, will remain liable and to the extent previously liable on any indebtedness dealt with under the Plan, the Reorganized Debtors will also be responsible for the repayment up to the amounts provided for under the Plan. A full-text copy of the Amended Plan dated April 23, 2020, is available at https://tinyurl.com/y9qqtfnt from PacerMonitor at no charge. The Debtor is represented by: Lyndel Anne Vargas CAVAZOS HENDRICKS POIROT, P.C. Suite 570, Founders Square 900 Jackson Street Dallas, TX 75202 Tel: (214) 573-7344 Fax: (214) 573-7399 E-mail: LVargas@chfirm.com About Kairos Homes Kairos Homes, L.L.C. -- http://www.kairoshomesllc.com/-- is a home builder in Fort Worth, Texas. Kairos Homes filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-43969) on Oct. 3, 2018. In the petition signed by Brian Frazier, president, the Debtor disclosed $3,006,914 in assets and $1,116,717 in liabilities. The Hon. Mark X. Mullin oversees the case. John Park Davis, Esq., at Davis Law Firm, serves as bankruptcy counsel to the Debtor. KP ENGINEERING: Creditors to Get 'Substantial Recovery' in Plan --------------------------------------------------------------- Debtors KP Engineering, LP (KPE LP) and KP Engineering, LLC (KPE LLC) filed the Amended Disclosure Statement in support of their Joint Chapter 11 Plan of Reorganization dated April 19, 2020. On Jan. 31, 2020, Hancock Mechanical LLC, Pierce Construction and Maintenance Co., Inc., Bounds Construction II LLC, Consolidated Electrical Distributors, Inc., and Dealers Electrical Supply Co. commenced that certain Lienholder Litigation against Texas Capital Bank (TCB) by Filing an adversary proceeding in the Bankruptcy Court. The Lienholder Litigation is styled Hancock Mechanical, LLC et al. v. Texas Capital Bank, National Ass'n, No. 20-03029, in the United States Bankruptcy Court for the Southern District of Texas, Houston Division. Plaintiffs are Johnson Project Creditors and also parties to the Johnson Project Litigation. Plaintiffs instituted a challenge action against TCB, as contemplated by the challenge provisions in the Final DIP Order, seeking, inter alia, declaratory relief regarding the Johnson Interpleaded Funds and TCB's assertion of a Lien against the same. Specifically, Plaintiffs assert that (i) they have properly perfected liens on the Johnson Interpleaded Funds pursuant to Chapter 53 of the Texas Property Code and that TCB failed to take steps to perfect its own interest in such funds; and (ii) such funds are construction trust funds held for benefit of contractors and subcontractors, like the Lienholder Litigation plaintiffs, under Texas law, and TCB has no interest in such construction trust funds. Accordingly, the Lienholder Litigation seeks declaratory relief that TCB's collateral does not include the Johnson Interpleaded Funds because TCB's liens, including the DIP Liens, were not properly perfected or the Johnson Interpleaded Funds constitute construction trust funds. In the alternative, plaintiffs assert that TCB's Liens are junior to the plaintiffs' liens. TCB disputes the plaintiffs' assertion that the Prepetition Loan Documents do not encumber the Johnson Interpleaded Funds. Nevertheless, as consideration for the compromise and undertakings in the Plan, TCB has agreed to subordinate its Liens to any validly, timely and properly obtained Liens in the Johnson Interpleaded Funds and the retention of any first Lien in the Debtors' interest in the Johnson Interpleaded Funds. In addition to the Johnson Project Litigation, the Debtors have been embroiled in various litigation for the past several years. Because of these potential liabilities and the rising litigation costs, the Debtors voluntarily filed for Chapter 11 relief. The Debtors filed the Bankruptcy Cases in order to provide a method of controlling the costs associated with defending litigation and minimize the detrimental impact that such large claims could have on their businesses. Through the Chapter 11 process, the Debtors ultimately believe that they will be able to (i) successfully reorganize their debts; (ii) maintain their financing relationship with Texas Capital Bank; and (iii) add significant value and revenue through new EPC projects to pay their creditors through a Plan of Reorganization. Specifically, the Debtors' Plan seeks to implement a means for creditors to be paid a substantial percentage, if not all, of their allowed claims, while enabling the Debtors to emerge from Chapter 11 and focus on new projects without the undue burden of defending litigation on multiple fronts. Thus, the Plan represents the Debtors' best chance to save their businesses and the livelihood of their employees. The Plan calls for the creation of the KP Engineering Liquidation Trust to prosecute those certain causes of action constituting the Liquidation Trust Assets for the benefit of creditors holding allowed claims in Classes 4, 5, 6 and 7, which, for the avoidance of doubt includes Unsecured Claims to the extent a Holder of a Claim in Classes 3, 4, 5, and 6 has a deficiency Claim. The Liquidation Trustee will also hold the New Equity Interests in escrow pending the outcome of the Committee Litigation against Brandon Steele. Contingent upon the adjudication or other resolution in favor of the Liquidation Trustee, such New Equity Interests will be held as security for the judgment against Brandon Steele. The Debtors understand that the Committee has investigated and analyzed the proposed Liquidation Trust Assets and that the Committee believes the orderly liquidation of the Liquidation Trust Assets will generate amounts sufficient to pay Class 7 Claims in full. The Debtors do not opine on the percentages of the total Allowed General Unsecured Claims in Class 7 that will be paid. A full-text copy of the Amended Disclosure Statement dated April 19, 2020, is available at https://tinyurl.com/yaoole2u from PacerMonitor at no charge. The Debtors are represented by: OKIN ADAMS LLP Christopher Adams James W. Bartlett, Jr. Ryan A. O'Connor 1113 Vine St., Suite 240 Houston, Texas 77002 Tel: 713.228.4100 Fax: 888.865.2118 E-mail: cadams@okinadams.com jbartlett@okinadams.com roconnor@okinadams.com About KP Engineering KP Engineering, LP and KP Engineering, LLC -- https://www.kpe.com/ -- are primarily engaged in the business of designing and executing customized engineering, procurement, and construction projects for the refining, midstream, and chemical industries. As an EPC contractor, the companies generally enter into agreements with owners pursuant to which they will design a facility, procure the needed equipment and materials, and supervise construction of the facility. KP Engineering, LP and KP Engineering, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No.19-34698) on Aug. 22, 2019. At the time of the filing, KP Engineering had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. Judge David R. Jones oversees the cases. KP Engineering tapped Hunton Andrews Kurth LLP and Okin Adams LLC as legal counsel; Claro Group LLC as restructuring advisor; and Omni Management Group, Inc. as claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Sept. 6, 2019. The committee retained Foley Gardere, Foley & Lardner LLP as its legal counsel, and Alvarez & Marsal North America, LLC as its financial advisor. LILIS ENERGY: BDO USA LLP Raises Going Concern Doubt ---------------------------------------------------- Lilis Energy, Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss (attributable to common stockholders) of $297,518,000 on $66,063,000 of total revenues for the year ended Dec. 31, 2019, compared to a net loss (attributable to common stockholders) of $14,830,000 on $70,216,000 of total revenues for the year ended in 2018. The audit report of BDO USA, LLP states that the Company has incurred significant losses, negative cash flows from operations, and working capital deficiencies. Additionally, the Company has significant borrowing base deficiency payments due under its revolving credit agreement and does not anticipate maintaining compliance with the debt covenants contained in its revolving credit agreement during 2020, which may accelerate the Company's debt obligations. These matters raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2019, showed total assets of $258,599,000, total liabilities of $251,226,000, and a total stockholders' deficit of $238,158,000. A copy of the Form 10-K is available at: https://is.gd/o5GwB1 Lilis Energy, Inc., is an independent oil and natural gas company focused on the acquisition, development, and production of conventional and unconventional oil and natural gas properties in the core of the Delaware Basin in Winkler, Loving, and Reeves Counties, Texas and Lea County, New Mexico. Lilis Energy, Inc., was incorporated in 2007 and is headquartered in Houston, Texas. LITTLE GUYS: Plan to be Funded by Auction Sale Proceeds ------------------------------------------------------- Debtor The Little Guys, Inc., filed the First Amended Disclosure Statement in conjunction with its Plan of Liquidation dated April 21, 2020. Subsequent to the filing of the case, the Debtor determined to cease its business operations and conduct and auction sale of its assets. The Plan provides for distributions to the holders of allowed claims from funds realized from the auction sale of the Debtor's assets and other receipts. The cash on hand is $26,760. Class 2 consists of the allowed unsecured claims of IRS, IDR, and IDES if any. IRS, IDR & IDES will be paid, pro rata, on the effective date, after payment in full of allowed administrative claims and priority tax claims. The total amount of claims in Class 2 is approximately $7,227. Class 3 consists of the allowed unsecured claims, excluding the unsecured claims of taxing bodies. These claims will be paid, pro-rata, on the effective date, after payment in full of Allowed Administrative Claims and priority tax claims. The total amount of Class 3 Allowed Unsecured Claims is $767,849. A full-text copy of the First Amended Disclosure Statement dated April 21, 2020, is available at https://tinyurl.com/y9ke7xnk from PacerMonitor at no charge. The Debtor is represented by: Joel A. Schechter 53 West Jackson Blvd., Suite 1522 Chicago, IL 60604 Tel: 312-332-0267 About The Little Guys The Little Guys Inc. is a home automation company in Mokena, Illinois. The company offers sales service and installation of the latest technology in home theater, stereo and surround sound, whole house audio and video, automation and control, and energy management. The Little Guys, Inc., sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-27753) on Sept. 30, 2019. In the petition signed by David Wexler, secretary, the Debtor was estimated to have up to $50,000 in assets and liabilities of $1 million to $10 million. The Hon. Jack B. Schmetterer is the case judge. The LAW OFFICES OF JOEL A. SCHECHTER is the Debtor's counsel LK SAVAGE: Plan and Disclosure Statement Due Aug. 14 ---------------------------------------------------- Judge Henry A. Callaway has ordered that Lk Savage & Associates, Inc., must file a disclosure statement and plan of reorganization by Aug. 14, 2020. By separate order, the court set the case for a further status hearing on Aug. 24, 2020. About LK Savage & Associates LK Savage & Associates, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 20-30088) on Jan. 30, 2020. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Judge Henry A. Callaway oversees the case. Natasha Z. Revell, Esq., at Zalkin Revell, PLLC is the Debtor's legal counsel. MALLINCKRODT PLC: Posts $50.2 Million Net Loss in First Quarter --------------------------------------------------------------- Mallinckrodt plc reported a net loss of $50.2 million on $665.8 million of net sales for the three months ended March 27, 2020, compared to net income of $154.9 million on $790.6 million of net sales for the three months ended March 29, 2019. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. "As we navigate the unprecedented challenges created by the COVID-19 pandemic, we are committed to ensuring patients have uninterrupted access to our medicines," said Mark Trudeau, president and chief executive officer of Mallinckrodt. "I am proud of Mallinckrodt's ability to continue manufacturing and supplying products during this critical time, and I thank our talented workforce for their ongoing commitment to the patients we serve. We also continued to execute on our strategic priorities and made important progress advancing our pipeline during the first quarter, moving closer toward the potential approval of key products - terlipressin and StrataGraft regenerative tissue - later this year." "Looking ahead, we expect the next few quarters will be challenging due to the impact of COVID-19, as some of our products are sensitive to reduced numbers of surgical procedures and doctor visits. We are adapting our operations to the current environment as we continue serving patients and customers. At the same time, we remain highly focused on addressing all legal and financial challenges impacting the business, and will continue to evaluate all available options to deal with these matters." Gross profit was $283.8 million with gross profit as a percentage of net sales of 42.6%, compared with 42.4%. Adjusted gross profit was $480.5 million, compared with $566.3 million, with adjusted gross profit as a percentage of net sales of 72.2%, compared with 71.6%, due primarily to product mix. Selling, general and administrative expenses were $231.1 million or 34.7% of net sales, as compared to $230.2 million, or 29.1%, primarily impacted by legal expenses and separation costs. Adjusted SG&A expenses were $187.2 million or 28.1% of net sales, compared with $211.4 million or 26.7%. Adjusted SG&A expense declined due to ongoing focused efforts on SG&A reductions. Research and development expenses were $77.4 million, as compared to $85.3 million, due in part to the completion of two phase 3 clinical trials in late 2019. Research and development as a percentage of net sales was 11.6% versus 10.8%. Interest expense was $74.5 million as compared to $82.7 million, a reduction of 9.9%, driven by deleveraging activities executed in 2019, including repurchase of debt at a discount and the execution of a fourth quarter debt exchange. Income tax benefit was $18.9 million, for an effective tax rate of 25.0%. The adjusted effective tax rate was 2.0% in the first quarter. The adjusted effective tax rate has decreased from 2019 primarily due to the interest-bearing deferred tax obligations being fully satisfied in 2019. COVID-19 UPDATE Since the onset of the COVID-19 pandemic, the company has continued to manufacture, supply and deliver its products largely without interruption. At present, the company does not anticipate significant COVID-19-related manufacturing or supply chain disruptions, and it continues to evaluate its end-to-end supply chain and assess opportunities to refine its processes going forward. However, Mallinckrodt's business performance started to be impacted by reduced patient demand due to COVID-19 stay-at-home orders at the end of the first quarter, and the company expects this impact will be more significant in the second quarter at least. The ultimate business impact will largely be determined by the return to work guidance issued by international, national, and local governments, health officials and customers. The company is supporting the fight against COVID-19 in a number of ways, including by partnering with Novoteris, LLC and Massachusetts General Hospital to study inhaled nitric oxide for use as a therapeutic option for COVID-19 patients; giving medically trained employees paid time off to volunteer to treat or care for COVID-19 patients; providing funding and therapies to hospitals to conduct treatment-related research; adapting certain of its manufacturing facilities to produce hand sanitizers for designated counties, state health departments and emergency operation distribution centers located in states where the Company has operations; donating excess personal protective equipment (PPE) and other resources to healthcare providers, first responders, and medical facilities; and partnering with patient advocacy groups to help mitigate the impact of the pandemic on patients. LITIGATION UPDATE On Feb. 25, 2020 the company announced an agreement in principle for a global resolution to its opioid litigation, subject to certain conditions. Since that time, the company has been focused on addressing relevant matters to facilitate implementation of that resolution, including broadening plaintiff support and addressing the company's near-term debt maturities. On March 3, 2020 the U.S. Attorney's office in Massachusetts announced its intervention in a lawsuit filed against the company alleging violations of the False Claims Act relating to the method to calculate Medicaid drug rebates for Acthar Gel. As announced on March 16, 2020, the U.S. District Court for the District of Columbia ruled against Mallinckrodt in its lawsuit against the U.S. Department of Health and Human Services and Centers for Medicare and Medicaid Services (CMS) regarding the Company's calculation of Medicaid drug rebates for Acthar Gel. The company has sought reconsideration of the D.C. Court's ruling and a stay of the decision and continues to evaluate all options available to address these legal and financial matters. LIQUIDITY Cash provided by operating activities in the first quarter was $53.7 million, with free cash flow of $33.8 million. The cash balance at the end of the first quarter was $808.0 million, and the revolving credit facility was fully drawn. Total principal debt outstanding at the end of the first quarter was $5.418 billion, with net debt of $4.610 billion. Following the quarter, the company successfully addressed the maturity of the 4.875% Senior Notes due April 2020 as a result of the completion of a $495.0 million private debt exchange and the remaining $119.8 million with cash on hand. As of May 5, 2020's earnings announcement, the current cash balance is in excess of $700 million. A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/HUkVnx About Mallinckdrot Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. Mallincrodt recorded a net loss of $996.5 million for the fiscal year 2019 compared to a net loss of $3.61 billion for the fiscal year 2018. Litigation Settlement On Feb. 25, 2020, Mallinckrodt announced that the Company, certain of its subsidiaries operating the Specialty Generics business and certain other affiliates have reached an agreement in principle on the terms of a global settlement that would resolve all opioid-related claims against the Company. The Litigation Settlement is subject to certain contingencies and may not go into effect in its current form or at all, as a result of which the Company's business prospects may be adversely impacted. The Litigation Settlement contemplates the filing of voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code by the Specialty Generics Subsidiaries and the establishment of a trust for the benefit of plaintiffs holding opioid-related claims against Mallinckrodt. * * * As reported by the TCR on March 23, 2020, S&P Global Ratings affirmed the 'CCC' long-term issuer credit rating on global pharmaceutical company Mallinckrodt PLC and removed the rating from CreditWatch. Mallinckrodt PLC recently announced an unfavorable ruling in its litigation with Centers for Medicare and Medicaid Services (CMS) and Health and Human Services (HHS), potentially owing $650 million and losing annual revenue of $90 million to $100 million. MARRIOTT VACATIONS: S&P Downgrades ICR to 'BB-'; Outlook Negative ----------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Marriott Vacations Worldwide Corp. (MVW) to 'BB-' from 'BB'. S&P is assigning its 'BB' issue-level rating to the proposed senior secured notes, and lowering the issue-level ratings on existing senior secured debt to 'BB' from 'BBB-'. The ratings on the senior secured debt incorporate the downgrade on the issuer credit rating as well as lower assumed recovery for secured lenders because of more secured debt in the pro forma capital structure. S&P revised the recovery to '2' from '1', reflecting substantial recovery (70%-90%)(rounded estimate: 85%) for lenders in the event of default. In addition, S&P is lowering the issue-level ratings on the existing senior unsecured notes to 'B' from 'BB-', reflecting the downgrade on the issuer credit rating and more assumed secured debt ahead of the unsecured notes. S&P revised the recovery rating to '6' from '5', reflecting negligible recovery (0%-10%)(rounded estimate: 0%) for lenders in the event of default. S&P is also lowering the issue-level rating on the subordinated convertible notes to 'B' from 'B+'. The '6' recovery rating remains unchanged. The downgrade reflects a severe second-quarter decline in revenue and EBITDA that will probably cause MVW's leverage to spike in 2020 and improve in 2021, but not to under S&P's 4.5x downgrade threshold at the previous 'BB' rating. MVW's contract sales of vacation ownership products and total revenue will probably drop significantly in the second quarter due a collapse in travel demand, the closure of timeshare sales centers, and very low occupancy at resorts. The anticipated revenue decline in 2020 and uncertainty about the path of recovery reduce S&P's confidence that leverage can improve and be sustained under 4.5x through 2021. S&P preliminarily assumes that sales centers can reopen and travel activity could slowly resume beginning in third-quarter 2020 as coronavirus containment is achieved, although the recovery path could be challenging due to a weaker economy and higher unemployment. S&P's updated assumption is for contract sales to decline 40%-45% in 2020, driven by a decline in tour flow and volume per guest (VPG) as timeshare operators, including MVW, reduce product prices. Rental revenue will also probably decline significantly in 2020 due to reduced travel demand and resort occupancy, although that impact could be somewhat offset by less volatile financing and management and exchange revenue, a portion of which recur from period to period. Based on S&P's assumptions, total revenue excluding cost reimbursements would decline 35%-40% in 2020. The company will likely experience margin deterioration from pressured timeshare prices and some fixed costs in the business, causing captive-adjusted EBITDA to fall more steeply than revenue. As a result, leverage will likely be very high in 2020 and well above 4.5x in 2021. S&P's forecast and current rating rely heavily on a recovery in 2021 that, in its view, would need to begin in the second half of 2020 to be on track to achieve its projected level of 2021 EBITDA. If a recovery begins in the second half of 2020, contract sales could meaningfully rebound and leverage could plausibly improve to the 5x-6.5x range, the better end of which could be in line with the 'BB-' rating." Incorporating the proposed debt issuance, S&P estimates MVW's liquidity would be adequate for at least 24 months based on its revenue and cost assumptions. MVW has suggested that it could remain approximately cash flow neutral over the next two to three quarters even under stressed scenarios with no sales centers reopening or rental revenue. Liquidity sources include some recurring revenue streams such as financing revenue and resort management fees. In addition, MVW currently has about $650 million of cash on hand, including cash from a full draw of the revolving credit facility. The proposed debt issuance would add incremental cash to the balance sheet. MVW also temporarily increased the total capacity of its warehouse facility to $531 million, with the incremental capacity maturing in March 2021. The warehouse currently has about $250 million of unused capacity, and MVW has vacation ownership notes receivables on hand that could be pledged to the warehouse and generate about $80 million of additional cash. The warehouse facility is typically an interim liquidity source to make new consumer loans, and its current potential usage for operating expenses could reduce availability for the company to originate consumer loans in the future. Liquidity uses include cash operating expenses, inventory purchases and capital expenditures, debt amortization, and interest expense. It is S&P's understanding that MVW's monthly net cash outflows would be in the $5 million-$20 million range, incorporating planned cost reductions. S&P believes MVW could reduce a portion of cash expenses including vacation ownership product, sales and marketing, and management and exchange costs. S&P has also assumed that MVW cuts its dividend and repurchases no shares for the remainder of 2020. The captive finance subsidiary's financial risk will likely increase through 2021, although it had some leverage cushion entering the COVID-19 crisis. MVW experienced default rates on vacation ownership receivables of 4.5% and 3.8% in 2019 and 2018, respectively, and default rates will probably be higher in 2020 and 2021 and increase write-offs on delinquent vacation ownership loans, which could result in a spike in the captive's debt-to-equity ratio. If default rates are sustained above 5%, the captive's financial risk could rise enough to impair MVW's overall financial risk. MVW ended 2019 with approximately 3x captive debt to equity, which S&P believes could rise to the 4x area as default rates go up. Higher default rates and financial risk at the captive could also potentially result in more cash outlays at MVW, to the extent the parent is compelled to support the credit quality of securitized loans or it opportunistically repurchases low-cost timeshare inventory underlying the defaults. Notwithstanding the risk factors, S&P does not currently believe the captive would significantly hurt the parent's financial risk in a manner that would lead to a downgrade. The captive debt-to-equity ratio of 3x in 2019 represented a moderate level of financial risk, in S&P's view, and had a cushion compared to the 5x downgrade threshold. Environmental, social, and governance (ESG) factors relevant to the rating action: -- Health and safety The negative outlook reflects anticipated significant stress on revenue, cash flow, and leverage, and the possibility that S&P could lower the rating on MVW in the coming months or sooner if coronavirus containment is not achieved mid-2020 and timeshare contract sales do not begin to recover starting in the second half of 2020 and in 2021. S&P's forecast and current 'BB-' rating heavily rely on a recovery in 2021 that would need to begin in the second half of 2020 to be on track to achieve the rating agency's assumed level of EBITDA for 2021. Rating downside is likely if timeshare contract sales and consumer travel activity do not begin to recover in third-quarter 2020 and S&P loses confidence that MVW's revenue and profitability can rebound in 2021. "We could lower the rating if travel demand does not begin to recover in third-quarter 2020 and results in MVW's captive-adjusted debt to EBITDA remaining above 5.5x. We could also lower the rating if liquidity deteriorates more than assumed in our forecast, or if the timeshare ABS securitization markets become prohibitively expensive or unavailable. We could also lower the rating if risk in the captive finance subsidiary rises enough to impair the parent's financial risk, which could occur if the captive's debt-to-equity ratio is sustained above 5x, or if loan losses in the captive's portfolio increase materially and are sustained above 5%," S&P said. "We are unlikely to revise the outlook to stable for the duration of the global travel downturn. We could revise the outlook to stable if we become confident that coronavirus containment and economic recovery are robust enough to enable MVW to maintain captive-adjusted debt to EBITDA below 5.5x," S&P said. MCCLATCHY COMPANY: Seeks Amendment to Final DIP Order ----------------------------------------------------- The McClatchy Company and debtor affiliates asked the Bankruptcy Court for the Southern District of New York to reconsider the final order on the Debtors' motion to obtain post-petition financing from the DIP lenders and to use the pre-petition secured lenders' cash collateral. The impact of COVID-19 has required the Debtors to re-evaluate their business plans, and take actions to preserve value and liquidity so that they can continue to pursue a value-maximizing outcome for the benefit of all stakeholders. The Court, previously, has authorized the Debtors to obtain, on a final basis, extensions of post-petition financing of up $50,000,000 in aggregate principal amount (at any one time outstanding until the termination declaration date) from Encina Business Credit SPV, LLC, as administrative agent for its own benefit and that of the DIP lenders. The terms of the DIP facility include: * Interest rates: at a per annum rate equal to LIBOR Rate plus the 3.5% (if the relevant obligation is a LIBOR Rate Loan or a Swing Loan that bears interest at a rate determined by reference to LIBOR Rate). There is a LIBOR floor of 1.5%, unless otherwise required under Section 2.12 * Maturity: the earliest of: (a) the 18-month anniversary of the closing date, (b) if the final financing order is not entered within 45 calendar days after the Petition Date, immediately thereafter, (c) the effective date of a Chapter 11 plan of reorganization, and (d) the closing of a sale of all or substantially all of the assets of the loan parties pursuant to Section 363 of the Bankruptcy Code. The Court also authorized the Debtors, pursuant to the final order, to use cash collateral until the termination declaration date. A copy of the final order is available for free at https://is.gd/tHIsWw from PacerMonitor.com. As of the Petition Date, the Debtors owe the pre-petition secured lenders, with The Bank of New York Mellon Trust Company, N.A., as agent, the approximate outstanding principal amount of: (i) $262.9 million under the first lien notes documents, plus all accrued interest, costs and fees, (ii) $157.1 million under the second lien term loan documents, plus all accrued interest, costs and fees, and (iii) $268.4 million under the third lien notes documents, plus accrued interests, fees and costs. Proposals Under the Amendment Motion With the proposed amendment (to the final DIP order), the Debtors are seeking: (i) to reduce the monthly adequate protection payments (including payments to the first lien AP professionals such as Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Kramer Levin Naftalis & Frankel LLP) by 15%. (ii) limit payment of the case professional fees by a like amount, reduced to 65% of approved monthly fee statements, instead of the 80% permitted under the interim compensation order. (iii) a corresponding reduction to the reserves and the DIP carve-out cap to 85% of reported fee accruals for case professionals until receipt of the tax refund. As a consequence of the recent stimulus legislation passed by the U.S. government in response to the COVID-19 pandemic crisis, the Debtors expect to receive a tax refund of approximately $10 million in the coming months. In the event they receive the $10 million tax refund, the Debtors propose that the proceeds of the tax refund would be distributed as follows: (1) first, (provided that no default or event of default under the DIP credit agreement has occurred and is not waived) to the First Lien Notes Creditors to satisfy any shortfall in the adequate protection payments required by the final DIP order that remain outstanding as a result of the modified DIP final order, and (2) second, the case professionals shall be paid an additional 15% of approved monthly fees (up to 80% of the monthly fees identified in approved fee statements) that they would otherwise have been paid in accordance with the interim compensation order. The Debtors have sought and obtained Court approval to incur the post-petition financing (a) for working capital purposes during the Chapter 11 Cases, including funding of its administrative expenses and (b) to satisfy the outstanding pre-petition ABL obligations and to cash collateralize certain obligations arising under the pre-petition ABL documents. A copy of the motion is available for free at https://is.gd/RpDwvS from PacerMonitor.com. About The McClatchy Company The McClatchy Co. (OTC-MNIQQ) -- https://www.mcclatchy.com/ -- operates 30 media companies in 14 states, providing each of its communities local journalism in the public interest and advertising services in a wide array of digital and print formats. McClatchy publishes iconic local brands including the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the Fort Worth Star-Telegram. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. On Feb. 13, 2020, The McClatchy Company and 53 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10418) with a Plan of Reorganization that will cut $700 million of funded debt in half. McClatchy was estimated to have $500 million to $1 billion in assets and debt of at least $1 billion as of the bankruptcy filing. The cases are pending before the Honorable Michael E. Wiles. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as general bankruptcy counsel; Togut, Segal & Segal LLP as co-bankruptcy counsel with Skadden; Groom Law Group as special counsel; FTI Consulting, Inc., as financial advisor; and Evercore Inc. as investment banker. Kurtzman Carson Consultants LLC is the claims agent. MCCOLL M&M: Unsecured Creditors to Get 100% in 4 Years ------------------------------------------------------ Debtor MCColl M&M Ranch, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Texas, Marshall Division, a Plan of Reorganization and a Disclosure Statement on April 23, 2020. The Debtor's business consist of the ownership of certain real property located in Gilmer, Texas. The Property is broken down into 8 lots and one ranch property. The Debtor purposes to sell the Property to provide a dividend to the creditors of the Debtor. The Debtor proposes to pay its creditors through the sale of the Property, however, to the extent a sale does not take place to make the required payments, Debtor’s owners, Peter and Sharen McColl will contribute the funds necessary to make the required payments. Class 6 Unsecured Creditors are impaired under the Plan. The allowed claims of unsecured creditors will receive their pro rata portion of payments made by the Debtor into the Class 6 Creditors Pool. The Debtor will make 48 monthly payments of $100 each commencing on the Effective Date. The Debtor will make distributions to the Class 6 Allowed Claims every 90 days commencing 90 days after the Effective Date. Based upon the Debtor's schedules, the Class 6 creditors will receive approximately 100% on their claims. Class 7 Current Equity Holders are not impaired under the Plan. The Current Equity Holders shall retain their current ownership interests. The Debtor anticipates the cash on hand, continued operations of the Property, additional sales of Property and contribution of equity to fund the Plan. A full-text copy of the Disclosure Statement dated April 23, 2020, is available at https://tinyurl.com/ybuacbjw from PacerMonitor at no charge. The Debtors are represented by: Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, Texas 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 About McColl M&M McColl M&M Ranch, LLC, filed Chapter 11 petition (Bankr. E.D. Tex. Case No. 19-20148) on Sept. 30, 2019. The Debtor is represented by Eric A. Liepins, Esq. of ERIC A. LIEPINS. MERITOR INC: S&P Affirms 'BB' ICR, Alters Outlook to Negative ------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB' issuer credit rating on commercial vehicle and industrial supplier Meritor Inc. S&P also affirmed its 'BB-' rating on the company's unsecured debt. The recovery rating remains '5'. Due to a more severe decline in industry truck production exacerbated by COVID-19, S&P expects Meritor's credit metrics to weaken in 2020. "Our forecast calls for a 2020 decline in North America heavy-duty truck production by 50%-60% and a decline of 30%-40% in Europe. Based on these assumptions, we foresee Meritor's debt to EBITDA rising to the high-4x area in 2020 and recovering in 2021 as truck volumes rebound. We assume Meritor's cost-saving actions will reduce expenses and stem some cash outflows this year. We also view the company's liquidity as adequate, supported by $508 million in cash and revolver availability of $321 million as of Mar. 31, 2020," S&P said. While S&P expects Meritor's margins to decline this year as a result of lower volumes, the rating agency expects solid margin performance relative to peers as the company has taken swift cost actions. "Our forecast calls for a decrease in adjusted EBITDA margins to the 8-9% this year compared with 11.2% last year. In the global financial crisis, Meritor's EBITDA margins held up well relative to auto supplier peers, which we view as supportive during the current industry downturn." In response to changes in end market demand, Meritor is generally able to take quick cost actions. In addition, the company has increased margins through a series of operational improvements in recent years, providing a level of cushion if conditions deteriorated further," S&P said. Meritor has a solid global market position in commercial truck drivetrain systems. Meritor has a leading market share in the commercial truck drivetrain, mobility and braking systems, and components markets in North America. In the Europe, South America, and Asia-Pacific regions, the company is one of the top three players in each of these product areas. "The company also benefits from participation in the commercial vehicle aftermarket, which we view as somewhat more stable. Recently, the company had several significant wins in the electric drivetrain space, which we view favorably. Overall, we believe Meritor should benefit somewhat from its geographic and product diversity," S&P said. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The negative outlook reflects S&P's expectation for decreasing revenues and profits in 2020 as a result of the decline in truck production that has been exacerbated by COVID-19. While S&P expects credit metrics to weaken significantly in 2020, the rating agency forecasts an improvement in credit metrics in 2021 as truck production recovers. "We could lower our rating on Meritor during the next 12 months if overall commercial truck and industrial demand is significantly weaker than expectations, hurting Meritor's operating performance. For example, we could downgrade the company if its adjusted debt leverage remains above 4x or its free operating cash flow (FOCF) to debt falls below 10% and we saw little likelihood of near-term improvement," S&P said. "We could revise the outlook on Meritor to stable within the next 12 months if the company is able to maintain debt to EBITDA of less than 4x and FOCF to debt of 10% and we expect it to remain there," S&P said. MIDTOWN CAMPUS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Midtown Campus Properties, LLC 782 NW 42nd Ave. Suite 550 Miami, FL 33126 Business Description: Midtown Campus Properties, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 110 NW 17th Street Gainesville, FL 32603. Chapter 11 Petition Date: May 8, 2020 Court: United States Bankruptcy Court Southern District of Florida Case No.: 20-15173 Judge: Hon. Robert A. Mark Debtor's General Bankruptcy Counsel: Paul J. Battista, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 SE 2nd St. 44th Floor Miami, FL 33131 Tel: 305-349-2300 Email: pbattista@gjb-law.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million The petition was signed by Oscar A. Roger, authorized officer. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/kXyUay List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Sauer Incorporated General $820,983 11223 Phillips Pkwy Contractor Dr. E Jacksonville, FL 32256 2. 305 Power Corp. $0 7918 SW 165th Ct. Miami, FL 33193 3. ADT Security Services $0 PO Box 371878 Pittsburgh, PA 15250-7878 4. Advanced Reprographics, Inc. $0 2207-A NW 13th St Gainesville, FL 32609 5. Argos USA LLC $0 2858 Sidney Ave Orlando, FL 32810 6. Asset Campus Housing Leasing Agent $0 950 Corbindale Rd. Suite 300 Houston, TX 77024 7. AT&T $0 Bankruptcy Dept. PO Box 309 Portland, OR 97207 8. AVP Construction Inc. $0 18338 NW 68th Ave. Unit J Hialeah, FL 33015 9. Becker & Poliakoff, P.A. $0 1 E. Broward Blvd. #1800 Fort Lauderdale, FL 33301 10. Bob Barricades $0 921 Shotgun Road. Fort Lauderdale, FL 33326 11. Bozeman Services $0 7499 NE 132nd Place Eastlake Weir, FL 32133 12. Brooks Building Solutions $0 4501 Beverly Ave. Jacksonville, FL 32210 13. C. David Coffey, P.A. $0 300 E. University Ave. Suite 110 Gainesville, FL 32601 14. C.E. Windows & Doors $0 9500 E. Calusa Club Dr.Miami, FL 33186 15. Capital Steel, Inc. Unknown 6260 S Tex Point Delray Beach, FL 33448 16. Capital Steel, Inc. $0 6260 S Tex Point Delray Beach, FL 33448 17. Carolinas Construction Solutions Unknown PO Box 791638 Charlotte, NC 28206 18. Cellucrete Corporation Unknown 11905 NW 99th Ave. Hialeah, FL 33018 19. Century Plumbing $0 Wholesale, Inc. 901 SW 69th Ave. Miami, FL 33144 20. Champ Plumbing Corp. Unknown 3555 NW 52nd St. Miami, FL 33142 MRS. G'S LOUNGE: May Borrow $350,000 from Velocity Mortgage ----------------------------------------------------------- Judge John K. Sherwood authorized Mrs. G's Lounge & Restaurant, LLC to obtain $350,000 of post-petition financing from Velocity Mortgage Capital provided that the proceeds of the loan will be held in trust by the Debtor's counsel pending the Court's approval of the settlement with Creditor Jeffrey Cooper and pending approval of the Debtor's plan of reorganization. The funds will be used to fund the settlement, the Debtor's Chapter 11 administrative costs, and the Debtor's obligations under its Chapter 11 plan. Any funds remaining after payment of all of the Debtor's obligations in the Chapter 11 case will be turned over to the Debtor, the Court ruled. The post-petition loan bears interest at 8.49% and matures in 360 months and is secured by a first mortgage lien on the real property at 428 Central Avenue, East Orange, New Jersey. About Mrs. G's Lounge Mrs. G's Lounge & Restaurant, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-23883) on July 17, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by David L. Stevens, Esq., at Scura Wigfield Heyer & Stevens, LLP. Judge John K. Sherwood is assigned to the case. MURRAY ENERGY: Responds to Objections, Insists Plan Confirmable --------------------------------------------------------------- Murray Energy Holdings Co., et al., submitted an omnibus reply to the objections to their Disclosure Statement. The Debtors' Plan implements a going-concern sale of substantially all of the Debtors' assets, thereby preserving more than 4,000 jobs and providing trade vendors and customers with a viable counterparty with which to continue doing business. The Plan, if confirmed, will accomplish this restructuring in a historically difficult coal market that has become even more difficult due to the global COVID-19 pandemic, which has decimated economies worldwide and significantly curtailed demand for coal and other energy resources. The Debtors' emergence from chapter 11 is only viable because of the to-date steadfast support of the Debtors' superpriority term lenders, who funded the Debtors' chapter 11 cases through a $350 million new money debtor-in-possession financing facility and established a baseline credit bid of $1.2 billion of their superpriority term loans as part of the Court-approved marketing process. That baseline bid was not topped. Although the superpriority term lenders would have agreed to a sale for significantly less than the full value of their prepetition loans (which had approximately $1.73 billion outstanding), no other party submitted a viable bid for some or all of the Debtors' business. At the end of the bidding process, the Debtors deemed the superpriority term loan lenders' credit bid vehicle, Mining Purchaser, Inc., the winning bidder, and now seek confirmation of the Plan and the sale of the Debtors' assets free and clear to the stalking horse bidder. The stalking horse bid provides the Debtors with the best and only path forward for their estates, which would otherwise face complete liquidation during this unprecedented market downturn. In this context, the Debtors are unable to provide a recovery for a substantial majority of their creditors. There is not enough value to provide a recovery to their junior funded debt creditors or other general unsecured creditors. Indeed, the Debtors' $1.73 billion superpriority term loans are significantly impaired, and, if the Debtors are unable to exit chapter 11, the Debtors expect that their $440 million DIP financing facilities could also be impaired in certain liquidation scenarios. In all scenarios, the Debtors' approximately $900 million in junior funded debt and over $6 billion in unsecured claims are simply not entitled to a recovery under the Bankruptcy Code. The Plan does, however, contemplate full recoveries to allowed administrative and priority claims, which may otherwise not be paid outside of the Plan context. Additionally, many of the Debtors' stakeholders do receive benefits from the Debtors' going-concern sale through ongoing employment and continued trade relationships with the Debtors' go-forward business. The Plan is currently supported by lenders holding more than 83 percent of the claims under the Superpriority Term Loans, noteholders holding more than 52 percent of the 1.5L Notes, and noteholders holding more than 62 percent of the 2L Notes, who documented that support through the Debtors' prepetition restructuring support agreement. Notwithstanding this support, the Debtors recognize that with no value to distribute to junior creditors, the Debtors have been unable to obtain additional consensus to date. The Debtors hope that additional consensus may be achievable as the Plan proceeds to confirmation. If such consensus is not obtained, the Debtors submit that the Plan is confirmable, and fully expect to meet that burden at confirmation. Importantly, all stakeholders retain their rights to object to confirmation of the Plan, if necessary. But at this time, the Debtors must commence solicitation to ensure that their business operations are not unnecessarily damaged by the costs attendant to delay and the Debtors' scarce liquidity is maintained, thus protecting these estates from liquidation to the detriment of all stakeholders. Murray Energy points out that the Disclosure Statement contains adequate information under Section 1125 of the Bankruptcy Code. As revised, the Disclosure Statement contains clear, accurate, fair, and voluminous information regarding the Debtors' business, events that have taken place in the chapter 11 cases since the Petition Date, the UCC's multiple investigations and preliminary findings, and the Plan's treatment of creditors. Murray Energy further points out that the Debtors have addressed the objections to the adequacy of information in the Disclosure Statement. Murray Energy asserts that the objectors cannot show that the Plan is patently unconfirmable. According to Murray Energy, the Plan's third-party releases do not render the Plan patently unconfirmable. Murray Energy points out that the scope of the exculpation provision is appropriate. Murray Energy further points out that the Plan complies with all applicable provisions of the Bankruptcy Code. Counsel to the Debtors: Kim Martin Lewis Alexandra S. Horwitz DINSMORE & SHOHL LLP 255 East Fifth Street, Suite 1900 Cincinnati, Ohio 45202 Telephone: (513) 977-8200 Facsimile: (513) 977-8141 E-mail: kim.lewis@dinsmore.com allie.horwitz@dinsmore.com - and - Nicole L. Greenblatt, P.C. Mark McKane, 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 E-mail: nicole.greenblatt@kirkland.com mark.mckane@kirkland.com - and - Ross M. Kwasteniet, P.C. Joseph M. Graham KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: ross.kwasteniet@kirkland.com joe.graham@kirkland.com About Murray Energy Holdings Co. Headquartered in St. Clairsville, Ohio, Murray Energy -- http://murrayenergycorp.com/-- is the largest privately owned coal company in the United States, producing approximately 76 million tons of high quality bituminous coal each year, and employing nearly 7,000 people in the United States, Colombia and South America. Murray Energy now operates 15 active mines in five regions in the United States, plus two mines in Colombia, South America. It operates 12 underground longwall mining systems, 42 continuous mining units, 10 transloading facilities, and five mining equipment factory and fabrication facilities. Murray Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 19-56885) on Oct. 29, 2019. At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. The cases have been assigned to Judge John E. Hoffman Jr. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Dinsmore & Shohl LLP as local counsel; Evercore Group L.L.C. as investment banker; Alvarez and Marsal L.L.C. as financial advisor; and Prime Clerk LLC as notice and claims agent. The U.S. Trustee for Region 9 appointed creditors to serve on the official committee of unsecured creditors on Nov. 7, 2019. The committee tapped Morrison & Foerster LLP as legal counsel; AlixPartners, LLP as financial advisor; and Vorys, Sater, Seymour and Pease LLP as local counsel. Moelis & Company LLC, is the investment banker. NESCO HOLDINGS: Widens Net Loss to $16 Million in First Quarter --------------------------------------------------------------- Nesco Holdings, Inc. reported a net loss of $15.97 million on $81.74 million of total revenue for the three months ended March 31, 2020, compared to a net loss of $6.72 million on $61.49 million of total revenue for the three months ended March 31, 2019. The year-over-year increase in net loss was primarily driven by a $6.0 million charge related to the change in fair value of an interest rate collar. As of March 31, 2020, the Company had $815.07 million in total assets, $53.98 million in total current liabilities, $788.6 million in total long-term liabilities, and a total stockholders' deficit of $27.54 million. "Nesco experienced solid growth in the first quarter across all segments, resulting in our 15th consecutive quarter of year-over-year Adjusted EBITDA growth," said Lee Jacobson, chief executive officer of Nesco. "We were impacted by COVID-19 in the final month of the quarter, but we still experienced more than 5% equipment rental revenue growth in the first quarter, excluding growth from Truck Utilities. Parts, tools and accessories segment revenue also increased more than 14% in the first quarter, excluding Truck Utilities." "The electric transmission and distribution, telecom and rail infrastructure end markets Nesco serves are considered critical infrastructure markets according to CISA guidelines, deeming our business operations essential. All our business and service locations remain operational, but we have taken steps intended to maintain the health and safety of our employees and customers. Especially during this time of increased social distancing, Nesco benefits from the fact that none of our service locations across the country require in-person contact or have a staffed sales team because we do not have a store front sales model -- while they have reduced in person meetings, Nesco's sales team can effectively do business the same way they always have. Nesco is proud to provide essential services to our critical end markets, and we believe serving these markets will result in a reduced relative business impact from the pandemic compared to businesses that primarily serve construction, oil or industrial end markets. While most existing projects have continued due to their essential status, many of the new utility and telecom projects that typically start in the spring of each year have been delayed due to COVID-19 social distancing measures, leading to a reduced level of equipment on rent as existing projects wrap up. In addition, PTA sales, which are driven in large part by new project starts, have been impacted. We are actively monitoring the situation and have already taken steps to mitigate the impact of the virus on our business by reducing remaining capital spending where practicable as well as enacting cost cutting measures." Adjusted EBITDA increased to $32.1 million in the three months ended March 31, 2020, as compared to $30.4 million in the same period in 2019. The primary driver of Adjusted EBITDA growth is a $2.6 million, or 7.6%, increase in core rental gross profit excluding depreciation, to $37.2 million ($17.1 million including depreciation). This increase was partially offset by higher selling, general and administrative expenses, largely from the acquisition of Truck Utilities as well as increased expenses related to becoming a public company. As of March 31, 2020, the Company had total cash of $10.2 million and availability on its asset-based lending facility of $75.4 million. Total debt outstanding, including capital leases, was $790.6 million at the end of the first quarter 2020. The Company's credit facility and senior secured notes both mature in 2024. Average fleet count increased to 4,627 units in the first quarter of 2020, from 3,913 units in the same period in 2019. Total purchases of rental fleet and property and equipment in the first quarter were $37.5 million, including $13.7 million of maintenance expenditures and $23.8 million of growth expenditures. The Company received $10.0 million from sale of rental equipment and parts and insurance proceeds of $0.4 million from damaged equipment in the first quarter, resulting in total net capital expenditures of $27.2 million. FINANCIAL OUTLOOK Nesco stated, "Given the unprecedented nature of the COVID-19 pandemic, it is difficult to predict the ultimate impact of the pandemic on Nesco's full year 2020 operations. As a result, the Company is withdrawing full year 2020 guidance. "Nesco is proactively taking steps to mitigate the impact of the pandemic on the business and to conserve capital. The Company has reduced its planned net capital expenditures for the year by approximately one third, reflecting less than half of the amount invested in 2019. Nesco has also reduced headcount and made reductions to other selling, general and administrative expenses. The Company is actively monitoring the business impact and will take additional measures as appropriate. Nesco believes the steps taken to-date provide sufficient liquidity to fund the business in 2020 and beyond. A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/zn3heb About Nesco Nesco -- https://investors.nescospecialty.com/ -- is a provider of specialty equipment, parts, tools, accessories and services to the electric utility transmission and distribution, telecommunications and rail markets. Nesco offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets including electric lines, telecommunications networks and rail systems. Nesco's coast-to-coast rental fleet of over 4,600 units includes aerial devices, boom trucks, cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools, and accessories. Nesco reported net losses of $27.05 million in 2019, $15.53 million in 2018, and $27.09 million in 2017. * * * As reported by the TCR on May 5, 2020, S&P Global Ratings lowered its issuer credit ratings on NESCO Holdings Inc. and subsidiary Capitol Investment Merger Sub 2 LLC to 'CCC+' from 'B'. "The downgrade and negative outlook reflect the increasing risk of tightening liquidity given our expectation for slowing demand in specialty equipment rental and sales during a recession," S&P said. NEW CITIES INVESTMENT: Century Housing Objects to Plan & Disclosure ------------------------------------------------------------------- Secured creditor Century Housing Corporation, a California nonprofit corporation, objects to confirmation of the Chapter 11 Plan and to the Disclosure Statement filed by debtor New Cities Investment Partners LLC. The Secured Creditor asserts that: * The inadequacy of the Plan and Disclosure Statement are exemplified by Debtor's failure to describe any of its past practices or attempts to obtain additional financing or sell the Property and whether it is doing anything different going forward. * Neither the Plan nor the Disclosure Statement provide a factual basis that Debtor is capable of acquiring new capital/financing let alone able to even sell the Property even in the best of markets. * The Debtor must disclose the identity of any insider that will be employed or retained by the reorganized debtor, and the nature of any compensation for such insider. * The Debtor's analysis is completely inadequate. Indeed the absence of any concrete information to the contrary indicates that the Property should be entrusted to a Chapter 7 trustee and no further delay is justified. * The Plan is premised solely on the Debtor selling the Property if it fails to acquire new capital/financing all within twelve months of the Plan's effective date. The Debtor has not provided any information as to the purported potential sources of capital/financing nor a marketing plan if forced to sell the Property. * If the Debtor does not acquire new capital/financing or sell the Property, Century Housing will be forced to sit through a Chapter 7 while a trustee then attempts to sell the Property. A full-text copy of Century Housing's objection dated April 23, 2020, is available at https://tinyurl.com/y7poo94w from PacerMonitor at no charge. Attorneys for Secured Creditor: HOGE, FENTON, JONES & APPEL, INC. Sblend A. Sblendorio Dennis S. Zell Alexander H. Ramon About New Cities Investment Partners New Cities Investment Partners, LLC, is engaged in activities related to real estate. The company owns a vacant real property located in Palm Desert, Calif. New Cities Investment Partners sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-52584) on Dec. 23, 2019. The petition was signed by Lee E. Newell, CEO of New Cities Land Company, Inc., the Debtor's manager. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge M. Elaine Hammond oversees the case. MacDonald Fernandez LLP is the Debtor's legal counsel. NOBLE CORPORATION: Posts $1.06 Billion Net Loss in First Quarter ---------------------------------------------------------------- Noble Corporation PLC and its subsidiaries reported a net loss of $1.06 billion on $281.31 million of operating revenues for the three months ended March 31, 2020, compared to a net loss of $66.97 million on $282.89 million of operating revenues for the three months ended March 31, 2019. As of March 31, 2020, the Company had $7.26 billion in total assets, $4.66 billion in total liabilities, and $2.60 billion in total shareholders' equity. Net cash used in operating activities was $0.8 million for the three months ended March 31, 2020 as compared to $40.8 million for the three months ended March 31, 2019. The decrease in net cash used in operating activities in the current period was primarily attributable to recognizing a net loss in the current period. The Company had negative working capital of $38.3 million at March 31, 2020 and $94.8 million at Dec. 31, 2019. Net cash used in investing activities for the three months ended March 31, 2020 was $36.5 million as compared to $88.9 million for the three months ended March 31, 2019. The variance primarily relates to the purchase of the Noble Joe Knight and the preparation of the Noble Johnny Whitstine to commence operations for its contract in the three months ended March 31, 2019. Net cash provided by financing activities for the three months ended March 31, 2020 was $108.6 million and net cash used in financing activities was $57.9 million for the three months ended March 31, 2019. The variance primarily relates to higher borrowings of $110.0 million in the current period as compared to net repayments of $50.0 million in the three months ended March 31, 2019. In March 2019, the Company completed cash tender offers for the 2020 Notes, the 2021 Notes, the 2022 Notes and the 2024 Notes. Pursuant to such tender offers, the Company purchased $440.9 million aggregate principal amount of these senior notes for $400.0 million, plus accrued interest, using borrowings under the 2015 Credit Facility and cash on hand. COVID-19 and Market Conditions The Company stated, "The COVID-19 pandemic and related mitigation efforts, coupled with production level disagreements among OPEC+ members, have had, and are expected to continue to have, a material negative impact on the Company's business and results of operation. Such conditions had, and are expected to continue to have, a substantially adverse impact on our ability to generate cash flows from operations, access capital markets on acceptable terms or at all and our future ability to borrow under our 2017 Credit Facility. In addition, the effects of such global events have negatively impacted our liquidity and required it to review its allocation or sources of capital, implement cost reduction measures and change our financial strategy." A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/52vQx6 About Noble Corporation plc Noble -- http://www.noblecorp.com/-- is an offshore drilling contractor for the oil and gas industry. Noble performs, through its subsidiaries, contract drilling services with a fleet of 25 offshore drilling units, consisting of 12 drillships and semisubmersibles and 13 jackups, focused largely on ultra-deepwater and high-specification jackup drilling opportunities in both established and emerging regions worldwide. Noble is a public limited company registered in England and Wales with company number 08354954 and registered office at 10 Brook Street, London, W1S 1BG England. Noble Corporation PLC and subsidiaries recorded a net loss of $874.37 million in 2019, a net loss of $1.13 billion in 2018, and a net loss of $493.93 million in 2017. As of Dec. 31, 2019, the Company had $8.28 billion in total assets, $4.62 billion in total liabilities, and $3.66 million in total equity. * * * As reported by the TCR on April 24, 2020, S&P Global Ratings lowered its issuer credit rating on U.K.-based offshore drilling contractor Noble Corp. PLC to 'CCC-' from 'CCC+'. S&P said the collapse in oil prices has led to a sharp drop in demand for oilfield services, and it expects offshore activity levels to be hit particularly hard. NORTH PACIFIC CANNERS: June 25 Hearing on Plan Disclosures ---------------------------------------------------------- A hearing on the proposed Chapter 11 Disclosure Statement filed by North Pacific Canners & Packers, Inc., will be held on June 25, 2020 at 10:00 am, Call in Number: (888) 684−8852 Access Code: 1238244. Objections to the proposed disclosure statement must be filed no less than 7 days before the date of the hearing. About NORPAC Foods Founded in 1924 and headquartered in Salem, Ore., NORPAC Foods, Inc. (www.norpac.com), a farmer-owned cooperative, along with its wholly-owned subsidiaries Hermiston Foods, LLC and Quincy Foods, LLC is an independent, standalone processor of organic and conventional frozen vegetables and fruits in the Pacific Northwest. NORPAC is a cooperative owned by more than 140 members. Quincy and Hermiston are single-member limited liability companies whose sole member is NORPAC. The Debtors own and operate raw processing plants in Brooks and Stayton, Ore., a packaging plant in Salem, Ore., and a raw processing, packaging, and roasting facility in Quincy, Wash. The Debtors have more than 1,125 full-time employees along with up to 1,100 seasonal employees. The Debtors have a diverse supplier base built on an extensive network of more than 220 contract growers made up of family-owned farms (145 farms in Oregon and 75 farms in Washington) spanning more than 40,000 acres. North Pacific Canners & Packers, Inc. (formerly known as NORPAC Foods, Inc.), Hermiston Foods and NPCP Quincy, LLC (formerly known as Quincy Foods, LLC), sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Lead Case No. 19-62584) on Aug. 22, 2019. At the time of the filing, NORPAC Foods was estimated to have assets of between $100 million and $500 million and liabilities of the same range. The other debtors had estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. Judge Peter C. McKittrick oversees the cases. The Debtors tapped Tonkon Torp LLP as legal counsel; SierraConstellation Partners LLC as restructuring advisor; and Kurtzman Carson Consultants LLC as noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Aug. 30, 2019. The committee tapped Lowenstein Sandler as bankruptcy counsel; Leonard Law Group LLC as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. NORTHWEST CO: Has DIP Financing From Existing Lenders ----------------------------------------------------- Roslyn, New York-based based blankets and sports team logo manufacturer Northwest Company LLC has sought Chapter 11 protection. Sarina Trangle of Newsday reports that the Company said in court filings that shortcomings in products and tariffs restricted its cash-flow even before coronavirus hit in April 2020. According to the report, Northwest will seek another financing round from one of its existing lenders on top of the $29.16 million it obtained in secured debt. It owes about $57 million to others, including the National Football League and Disney. Without additional borrowing, Northwest "will not have sufficient liquidity to continue to fund [its] operations, fund employee payroll and benefits obligations, pay vendors of necessary goods and services, and satisfy other operational requirements," said Northwest CEO and president Ross Auerbach in a declaration. Auerbach added that concerns associated with supply, product quality and high tariffs dogged the company for several years. The company’s struggles deepened due to the 25% government-imposed tariff on imported bags and backpacks from China in 2018, decline in the retail industry, and the pandemic-related health crises, noted court filings. Northwest and its subsidiary, The Northwest.com LLC, are currently seeking additional financing from CIT Group/Commercial Services Inc. The two businesses entered credit and security agreements in 2008, which has given Northwest access to $19.16 million in debt backed by liens and security interests involving substantially all of Northwest's assets, according to the declaration of Auerbach. Aside from the promissory notes worth $10 million from Ashford Textiles LLC, it also has an outstanding debt with creditors and vendors amounting to $57 million, court papers reveal. About 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. 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. 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. O'LINN SECURITY: Class 6 Unsecureds to Get 100% With Interest ------------------------------------------------------------- Debtor O'Linn Security Incorporated filed a Second Amended Plan and a Second Amended Disclosure Statement dated April 21, 2020. This is a reorganizing plan. The Debtor seeks to make payments under a plan paying unsecured creditors a dividend over time. Holders of Class 6 General Unsecured Claims will receive a total of $135,000 from monthly payments beginning on month 5 until month 60 of the Plan. The class will receive a payout of 100% plus interest at the federal rate -- assuming there are no rejection claims. If Class 5 and/or Class 6 (C5 and/or C6) vote to reject the Plan, and if the Court determines that the proposed new value contributions do not meet the required elements, then based on the evidence the Debtor will present about the value of the new equity, the Debtor will request that the Court confirm the Plan and (1) determine the value of the equity in the Reorganized Debtor, (2) authorize Ms. O'Linn to purchase $70,000 of the equity and (3) provide that the remaining equity in the Debtor be held one-half by Class 5 (being held in trust by Kimberly O'Linn pending judgment in the putative class action) and one-half held by Class 6. In the event the Court confirms the plan with equity distributed to C5, C6 and to Ms. O'Linn, then C5 and C6 will receive no distributions through the Plan. If the Court determines that the proposed new value contribution satisfies the requirements of new value, then Ms. O'Linn will acquire 100% of the stock of the Reorganized Debtor in exchange for her new value contribution. If the Court determines that the proposed new value contribution is not sufficient for her to acquire 100% of the equity of the Reorganized Debtor, then Ms. Kimberly O'Linn will have the opportunity to purchase equity in the Reorganized Debtor. The Plan will be funded by the Debtor's business operation. The Debtor anticipates having monies of $200,000 on hand at the Plan's Effective Date from ongoing operations. The Plan will also be funded by the infusion of $40,000 from Richard O' Linn and $30,000 from Kimberly O'Linn. The new value contributions shall be placed in the Debtor's counsel's client trust account prior to the date the Debtor files its confirmation brief and the monies not be released without further order of the Court. The Court will not confirm the Plan without the monies having been deposited. A full-text copy of the Second Amended Plan and Disclosure Statement dated April 21, 2020, is available at https://tinyurl.com/ychmtoyk from PacerMonitor at no charge. Attorneys for the Debtor: Stephen R. Fox Lesley B. Davis THE FOX LAW CORPORATION, INC. 17835 Ventura Blvd., Suite 306 Encino, CA 91316 Tel: (818)774-3545 Fax: (818)774-3707 E-mail: srfox@foxlaw.com Idavis@foxlaw.com About O'Linn Security O'Linn Security Incorporated, a security firm that provides services in the palm Springs area and greater Coachella Valley, in California, sought Chapter 11 protection (Bankr. C.D. Cal. Case No.19-17085) on Aug. 13, 2019, estimating both assets and liabilities of less than $1 million. The case is assigned to Judge Scott C. Clarkson. Steven R. Fox, Esq., and W. Sloan Youkstetter, Esq., at The Fox Law Corporation, Inc., serve as the Debtor's counsel. OFFICE UPRISING: Unsecured Creditors to Get At Least $313K in Plan ------------------------------------------------------------------ Debtor Office Uprising, LLC, filed with the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, a Plan of Reorganization and a Disclosure Statement on April 21, 2020. Payments under the Plan will be made from cash on hand and the proceeds of the sale of the Debtor's business assets which consist of intellectual property rights of the film Office Uprising. The Reorganized Debtors will pay all allowed General Unsecured Claims, a total of a projected $312,910 pro rata of Allowed Claims in two payments, the 1st to be on the Effective Date in the projected amount of $300,000, and the 2nd pro rata payment, one year after the Effective Date in the projected amount of $12,910. The Debtor will continue to market and sell the film's intellectual property, including sequel rights to the film for two years after the second distribution. If funds are received, the Debtors will segregate any funds received from such endeavours, and when such net amount is greater than $15,000, the Debtor will make distributions to unsecured creditors during those two additional years. Under the Plan, Class 8 equity interest holders simply retain their interests. The source of all payments under the Plan will be the accrued funds of the Debtor from the sale of its film rights. The source of money available for payment of administrative expenses or claims, on the effective date, will be the accrued funds of the Debtor from the sale of its film rights. A full-text copy of the Disclosure Statement dated April 21, 2020, is available at https://tinyurl.com/ydgs66z6 from PacerMonitor at no charge. The Debtor is represented by: Michael S. Kogan KOGAN LAW FIRM, APC 1849 Sawtelle Blvd. Suite 700 Los Angeles, California 90025 Telephone: (310)954-1690 E-mail: mkogan@koganlawfirm.com About Office Uprising Office Uprising, LLC, owns movie rights to the "Office Uprising" film. Office Uprising sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-11840) on Feb. 21, 2019. At the time of the filing, the Debtor disclosed $1,786,000 in assets and $2,984,002 in liabilities. The case is assigned to Judge Sandra R. Klein. The Debtor tapped Kogan Law Firm, APC, as its legal counsel. OWENS-BROCKWAY GLASS: S&P Rates New $500MM Sr. Unsecured Notes 'B' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level rating and '5' recovery rating to Owens-Brockway Glass Container Inc.'s proposed $500 million senior unsecured notes due 2027. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; rounded estimate: 10%) recovery in the event of a payment default. S&P expects the company to use the proceeds from these notes to repay debt that will mature over the next 24 months. All of its other ratings on parent company O-I Glass Inc. and its subsidiaries remain unchanged, including its 'B+' issuer credit rating. PFS HOLDING: S&P Lowers ICR to 'D' on Missed Interest Payment ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based PFS Holding Corp. to 'D' from 'SD' (selective default) based on the missed interest payment. S&P also lowered its issue-level rating on the second-lien term loan to 'D' from 'C'. The rating actions follow PFS' missed interest payment on its second-lien term loan that was due on April 30. The company has indicated that it will not make the payment within its cure period, which ends May 7. This was previously contemplated as the company works to complete its merger with Animal Supply Co. S&P previously lowered its issuer credit rating on PFS to 'SD' in February, when it missed an interest payment due on its first-lien term loan and entered into a forbearance agreement with first-lien lenders. The forbearance agreement has been extended to June 1, 2020, as the company works to complete the merger. The transaction will result in first- and second-lien lenders restructuring their debt and receiving an equity interest in the newly combined entity. S&P will likely withdraw all of its ratings on PFS within the next 30 days. PHI GROUP: Accountant Resigns Due to Scheduling Conflict -------------------------------------------------------- Effective on April 28, 2020, the independent accountant who was previously engaged as the principal accountant to audit PHI Group, Inc.'s financial statements, DylanFloyd Accounting & Consulting, submitted a letter of resignation as auditor for the company. This accountant's reports on the financial statements for the fiscal year ended June 30, 2018 and the reviews on the financial statements for the quarters ended Sept. 30, 2018, Dec. 31, 2018 and March 31, 2019 neither contained an adverse opinion or a disclaimer of opinion, nor was qualified or modified as to uncertainty, audit scope, or accounting principles other than a going concern uncertainty. The Company said the accountant's decision to resign as its auditor was based upon scheduling conflict and its resources and not based upon any issues related to the Registrant's audit. During the Registrant's fiscal year ended June 30, 2018 and any subsequent interim periods preceding such resignation, there were no disagreements with the former accountant, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to DylanFloyd Accounting & Consulting's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with any report on the Registration's financial statements. The Company is in the process of selecting a new PCAOB-registered accounting firm to serve as the new independent principal accountant to audit the Registrant's financial statements for the fiscal year ended June 30, 2019 and to perform interim reviews of the Registrant's unaudited quarterly financial information for the periods ending Sept. 30, 2019, Dec. 31, 2019 and March 31, 2020. About PHI Group PHI Group -- http://www.phiglobal.com/-- primarily focuses on mergers and acquisitions and invests in select industries and special situations that may substantially enhance shareholder value. In addition, the Company's wholly owned subsidiary, PHI Capital Holdings, Inc. -- http://www.phicapitalholdings.com/-- provides M&A consulting services and assists companies to go public and access international capital markets. The Company has also been working diligently to organize PHILUX Global Funds with several compartments for investment in renewable energy, agriculture, real estate and multiple commodities. In addition, PHI Luxembourg Development SA, a Luxembourg-based wholly owned subsidiary of the Company, has been cooperating with reputable international advisers and partners to organize a diamond exchange center in Vietnam. PHI Group reported a net loss of $2.03 million for the year ended June 30, 2018, compared to a net loss of $1.56 million for the year ended June 30, 2017. DylanFloyd Accounting & Consulting, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Oct. 12, 2018, citing that the Company has an accumulated deficit of $40,551,299 and stockholders' deficit of $4,844,747 as of June 30, 2018. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company has not yet filed its Form 10-K for the fiscal year ended June 30, 2019, due to the requirement for additional time by the auditors to review its financial information to be included in the referenced Form 10-K. The Company is also delinquent in filing its Quarterly Reports for the periods ended Sept. 30, 2019 and Dec. 31, 2019. PVM ELECTRIC: Court Approves Disclosures and Confirms Plan ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida on APril 2, 2020, convened a hearing on the Plan and Disclosure Statement proposed by PVM ELECTRIC, LLC. With respect to each impaired class of claims or interests, each holder of a claim or interest has accepted the Plan, or will receive or retain under the Plan on account of such claim or nterest property of a value, as of the Effective Date1 of the Plan, that is not less than the amount such holder would receive or retain if the Debtor's estate was liquidated under Chapter 7 of the Bankruptcy Code on such date. At least one class of claims impaired under the Plan has accepted the Plan, not including the acceptance of the Plan by any insiders. Judge Erik P. Kimball has ordered the Plan is confirmed and the Disclosure Statement is approved on a final basis. The Debtor shall pay the U.S. Trustee the appropriate sum required pursuant to 28 U.S.C. Sec. 1930(a)(6), within ten days of the entry of this Order for pre-confirmation periods. Attorneys for the Debtor: Aaron A. Wernick, Esq. Wernick Law PLLC 2255 Glades Road #324A Boca Raton, FL 33431 Tel: (561) 961-0922 E-mail: awernick@wernicklaw.com About PVM Electric LLC PVM Electric LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-15977) on May 3, 2019. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of less than $1 million. The case has been assigned to Judge Erik P. Kimball. The Debtor is represented by Aaron A. Wernick, Esq., at Furrcohen P.A. No official committee of unsecured creditors has been appointed in the Debtor's bankruptcy case. PVM Electric filed its plan and disclosure statement on Jan. 28, 2020. QUEST GROUP: June 10 Disclosure Statement Hearing Set ----------------------------------------------------- On March 27, 2017, debtor Quest Group Holding, LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement and Plan. On April 22, 2020, Judge A. Jay Cristol ordered that: * June 10, 2020, at 2:00 PM in the United States Bankruptcy Court C. Clyde Atkins United States Courthouse 301 North Miami Avenue, Miami, Florida, Courtroom 7 is the hearing to consider approval of the disclosure statement. * June 3, 2020, is the last day for filing and serving objections to the disclosure statement. * May 11, 2020, is the deadline for service of order, disclosure statement and plan. A full-text copy of the order dated April 23, 2020, is available at https://tinyurl.com/y9eqgo9r from PacerMonitor at no charge. About Quest Group Holding Quest Group Holding, LLC, a privately held company in Miami, Florida, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-21776) on Sept. 25, 2018. In the petition signed by Eddrian Burciaga, owner, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Jay A. Cristol oversees the case. The Debtor tapped Marrero, Chamizo, Marcer, Law, LP as its legal counsel. QUINTELA GROUP: Case Summary & 19 Unsecured Creditors ----------------------------------------------------- Debtor: Quintela Group, LLC 7722 Oak Moss Dr. Spring, TX 77379 Business Description: Quintela Group, LLC is a human resource consultant based in Spring, Texas. Chapter 11 Petition Date: May 11, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-32577 Judge: Hon. Christopher M. Lopez Debtor's Counsel: Susan Tran Adams, Esq. CORRAL TRAN SINGH, LLP 1010 Lamar Street Ste 1160 Houston, TX 77002 E-mail: Susan.Tran@ctsattorneys.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Joel Quintela, managing member. A copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/GnBZzc REVLON CONSUMER: Moody's Cuts Unsec. Notes to C & Affirms Caa3 CFR ------------------------------------------------------------------ Moody's Investors Service downgraded Revlon Consumer Products Corporation's, unsecured notes to C from Ca and its senior secured term loan rating to Ca from Caa2. At the same time, Moody's affirmed Revlon's Corporate Family Rating at Caa3 and its Probability of Default Rating at Caa3-PD. The Speculative Grade Liquidity rating remains unchanged at SGL-4. The rating outlook is negative. These actions follow the proposed refinancing of Revlon's existing 2016 term loan initiated on April 14, 2020. Specifically, Revlon is soliciting the support of its existing lenders to refinance the 2016 term loan maturing September 2023 into a new term loan that will mature in June 2025. Revlon will contribute certain intellectual property related to Elizabeth Arden, American Crew, and certain owned portfolio brands and owned fragrance brands (collectively, the "BrandCo Collateral") into a restricted subsidiary that will be used as collateral for the new term loans. The BrandCo collateral, aside from American Crew IP, is currently pledged to the 2016 term loan lenders, but Revlon is using its investment baskets in the 2016 term loan to extract the IP and help effectuate the deal. Certain term loan lenders will provide new cash via a $878 million term loan that is secured by a first lien on the BrandCo collateral. The transaction will also include the exchange of $950 million of the existing 2016 term loan into the new term loan with a second lien on the Brandco assets. Another term loan (undetermined amount) with a third lien on the BrandCo collateral is also being offered to existing lenders that do not participate in the exchange, but consent to the deal. The three new term loans would mature on June 30, 2025. Proceeds of the New Money TL will be used to repay a $200 million term loan issued in 2019 and secured by the American Crew IP, pay down $50 million of unsecured notes maturing in February 2021, add $530.5 million of cash on the balance sheet and to pay fees and expenses. The results of the refinancing will extend the maturity of a portion of the 2016 term loan, and will also provide cash the company intends to use to repay upcoming maturities including the $500 million unsecured notes due February 2021. Moody's views the transactions as a distressed exchange default because a term loan trading at a significant discount to par is being exchanged into a term loan with a longer maturity and a weaker collateral position on the BrandCo assets. Term loan lenders that do not consent to the transaction will also be left with no remaining collateral interest in the BrandCo assets. As such, upon close of the transaction, Moody's will append the PDR with an "/LD" designation to indicate a limited default, which will be removed after three business days. The downgrade of the existing 2016 term loan to Ca from Caa2 reflects that the removal of the BrandCo collateral and the dilution of the security interest in the remaining collateral will weaken recovery prospects. The downgrade of the unsecured notes to C from Ca reflects their weaker recovery prospects given the additional amount of secured debt in Revlon's proposed capital structure. The affirmation of the Caa3 CFR with a negative outlook reflects that the transaction will meaningfully increase the company's cash interest cost at a time when Revlon will continue to generate negative free cash flow. The company's debt-to-EBTDA leverage already exceeds 10x and will increase further because of the transaction, and Moody's believes the capital structure is not sustainable with high risk of a more comprehensive debt restructuring. These factors offset the benefits from the additional cash that can be used to help fund 2021 maturities. Revlon is implementing significant cost reduction initiatives, but Moody's believes the economic downturn will make it very challenging to meaningfully increase EBITDA and reduce leverage to a sustainable level. Moody's projects Revlon will continue to generate sizable negative free cash flow over the next 12 months because of the heavy interest burden, restructuring costs and capital expenditure needs. The interest rate on the New Money TL will be at least 12% cash interest plus 2% of interest paid in kind, which is much higher than the rates on the various debt that is being refinanced from the proceeds. Moody's estimates that run rate interest expense will increase to about $260 million from about $197 million as of the end of 2019. Moody's believes the potential for higher interest expense and other potential restrictive covenants will create liquidity constraints. In order for the transaction to be completed greater than 50% of existing lenders need to agree to have the term loan maturity extended. Revlon has struggled to stem meaningful declines to revenues and earnings from large and global established brands, as well as from smaller independent brands. The company is in the midst of a multi-year restructuring program largely intended to address its weak operations in its domestic and international markets. Revlon recently announced a new aggressive restructuring plan to cut about $200-$230 million in costs by 2022. Roughly 60% of costs will be generated from headcount reductions in 2020. Thus, execution risk is high given that the company continues to address the issues related to its consumer business. In addition, demand for the company's premium Elizabeth Arden products (21% of sales) will be negatively impacted by department store closures. The company is now additionally burdened by the prospect of a severe and prolonged decline in the mass and prestige beauty sector precipitated by the coronavirus. The following is a summary of Moody's rating actions: Revlon Consumer Products Corporation Ratings downgraded: Senior secured bank term loan to Ca (LGD5) from Caa2 (LGD3); Senior Unsecured global notes to C (LGD6) from Ca (LGD5) Ratings affirmed Corporate Family Rating at Caa3; Probability of Default Rating at Caa3-PD; Outlook: The rating outlook on all ratings is negative. RATINGS RATIONALE Revlon's Caa3 CFR reflects its very high financial leverage of about 11x debt-to-EBITDA and Moody's belief that high leverage remaining over the next year elevates risk of a debt restructuring. This very high leverage is in part due to earnings and cash flow weakness reflecting lackluster demand for the company's domestic consumer and professional products. In addition, Moody's recognizes the company's high exposure to acquisition event risk related to the controlling 87% stake held by the Ron Perelman-owned investment firm MacAndrews & Forbes Incorporated (M&F). There is potential that M&F would provide assistance to alleviate pressure on the capital structure given their long ownership of the company, but such transactions could be structured in ways that constitute a distressed exchange default. The rating is supported by Revlon's strong global brand name recognition, as well as its product and geographic diversification. The SGL-4 Speculative Grade Liquidity Rating reflects Moody's view of Revlon's weak liquidity given negative projected free cash flow and the refinancing needs associated with 2021 maturities that includes $500 million of unsecured notes due in February and roughly $430 million drawn on asset-based revolvers expiring through September 2021. Revlon's operations and restructuring actions have consumed a large amount of cash (over $150 Million) over the past year, and Moody's expects the company to be free cash flow negative in the year ahead. The company relies on its $400 million ABL to fund the projected free cash flow deficit and the roughly $24 million of required pro forma per annum term loan amortization. The term loan has no financial covenants. Moody's projects the company's minimum 1.0x fixed charge covenant on its ABL will be triggered and that there is risk of a violation of the covenant if triggered but a highly adjusted credit agreement EBITDA calculation including the ability to add-back projected cost savings may provide some cushion within the covenant. In terms of Environmental, Social and Governance considerations, the most important factor for Revlon's ratings are governance considerations related to its financial policies and board independence. Moody's views Revlon's financial policies as aggressive given its appetite for debt financed acquisitions. Social considerations also impact Revlon in several ways. First, Revlon is a "beauty" company. It sells products that appeal to customers almost entirely due to "social" considerations. That is, products such as makeup and fragrance that help individuals fit in to society and comply with social mores and customs. Hence social factors are the primary driver of Revlon's sales, and hence the primary reason it exists. To the extent such social customs and mores change, it could have an impact -- positive or negative -- on the company's sales and earnings. The rapid and widening spread of the coronavirus outbreak, deteriorating global economic outlook, falling oil prices, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The consumer products sector has been one of the sectors affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, the weaknesses in Revlon's credit profile, including its exposure to multiple affected countries have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and the company remains vulnerable to the outbreak continuing to spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Its action in part reflects the impact on Revlon of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. The negative outlook reflects Moody's belief that Revlon financial leverage will remain unsustainably high. Moody's also has growing concerns related to the sustainability of the company's capital structure given Revlon's very high financial leverage, negative free cash flow, and the risk that earnings will continue to fall over the next year. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgrade further if Revlon's liquidity or recovery values weaken, or should Moody's feel the company's capital structure is becoming increasingly unsustainable. This would include an increased probability that Revlon will pursue a debt restructuring. Before Moody's would consider an upgrade, Revlon would need to materially improve its operating performance and reduce its financial leverage. Moody's would also need to gain greater comfort that Revlon's capital structure is sustainable before considering an upgrade. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. Revlon, headquartered in New York, NY is a worldwide personal care products company. It specializes in skin care, cosmetics, hair color, hair care, men's grooming products, beauty tools, and fragrances. The company is a wholly-owned subsidiary of publicly-traded Revlon, Inc., which is majority-owned by MacAndrews & Forbes Incorporated. M&F is wholly-owned by Ronald O. Perelman. Revlon generates annual revenues of about $2.4 billion. Q HOLDING: Moody's Alters Outlook on B3 CFR to Negative ------------------------------------------------------- Moody's changes Q Holding Company's outlook to negative from stable, affirms B3 CFR 08 May 2020 New York, May 08, 2020 -- Moody's Investors Service changed Q Holding Company's outlook to negative from stable. At the same time, Moody's affirmed the company's B3 Corporate Family Rating, B3-PD Probability of Default Rating and the B3 ratings of the senior secured first lien term loan and revolving credit facility. The change of outlook to negative reflects Moody's expectation of a 25%-35% decline in revenue and a proportional decline in cash flow in the coming 1-2 quarters due to reduced demand for the company's products. Approximately 44% of Q's business revenues are focused on automotive and industrial markets that will see a material decline in demand due to COVID-19 outbreak. The remaining 56% of revenues from the medical devices segment will be affected to a lesser degree but will still experience a temporary decline in demand. The affirmation of the B3 rating reflects Moody's expectation that the company will have adequate near-term liquidity to deal with the impact of COVID-19 outbreak and the cash outflow in the next 2-3 quarters will be manageable. The company had approximately $30 million of cash at the end of March 2020 after almost entirely drawing its revolver which will be sufficient to cover $2.75 million of annual debt amortization and as well as temporary COVID-19-related cash burn. Ratings Affirmed: Issuer: Q Holding Company Corporate Family Rating at B3 - Probability of Default Rating at B3-PD - $25 million Senior Secured 1st lien Revolving Credit Facility expiring 2022 at B3 (LGD3) - $275 million Senior Secured 1st lien Term Loan due 2023 at B3 (LGD3) Outlook Actions: Issuer: Q Holding Company - Outlook changed to negative from stable RATINGS RATIONALE The B3 CFR reflects Q's high leverage, high customer concentration and exposure of its automotive and industrial businesses to cyclical end markets. The company's debt/EBITDA approximated 6.1 times at the end of September 2019. Moody's expects this figure to increase 1.0-2.0 turns in 2020 due to COVID-19 related slowdown with a longer-term expectation that debt/EBITDA will return to the mid-to-high 6.0x range. The rating benefits from its presence in the medical devices business, which accounts for 56% of total revenues. Medical device sales tend to be less cyclical. While the impact of the coronavirus outbreak will have a near-term impact on revenues Moody's expects that the deferred medical procedures will take place, though the timing and pace of recovery remains uncertain. The rating also benefits from the mission-critical and low-cost nature of Q's products and its long-standing and sticky customer relationships with high barriers to entry. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Its rating action partially reflects the impact of this risk, which has grown in recent weeks. For Q, social risks also involve responsible production including compliance with regulatory requirements for the safety of medical devices as well as adverse reputational risks arising from recalls associated with manufacturing defects. Q, owned by a private equity firm, has been acquisitive in the last few years. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if the company's liquidity and/or operating performance deteriorates. The ratings could also be downgraded if the company loses one or more key customer contracts, pursues an aggressive debt-funded acquisition strategy or if free cash flow becomes negative on a sustained basis. Ratings could be upgraded if Q materially increases its size and scale, demonstrates stable organic growth at the same time it effectively executes on its expansion strategy. Adjusted debt/EBITDA will need to be sustained below 6.0 times to support an upgrade. Q Holding Company, headquartered in Solon, Ohio, is a global manufacturer of precision-molded rubber and silicone components used in the medical device, automotive and industrial markets. The company's key products include intravenous medication delivery systems, syringes and laparoscopic surgical equipment, catheters, operating room products, stents, customer procedure trays, electrical connector seals used in wiring systems and insulators used in ignition-wire sets. Q is owned by funds affiliated with 3i Group plc -- global private equity and venture capital company headquartered in London, United Kingdom. The company's revenues for the 12 months ended in September 2019 were approximately $314 million. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. RWS CHARTER: Has Until July 15 to File Plan & Disclosures --------------------------------------------------------- On March 12, 2020, the Court entered a final order on joint administration of the Chapter 11 cases of Marvin Rex Rankin, III and Mary Beth Lemmond Rankin, Case No. 20-80495-CRJ-11; RWS Charter, LLC, Case No. 20- 80470-CRJ-11; and Bayport Corporation, Ltd., Case No. 20-80471-CRJ-11. On April 21, 2020, Judge Clifton R. Jessup, Jr. ordered that: * July 15, 2020, by 5:00 p.m. is fixed as the deadline for each Debtor to file a Chapter 11 Plan and Disclosure Statement. * June 30, 2020, is fixed as the deadline for all creditors to file a Proof of Claim. A full-text copy of the order dated April 21, 2020, is available at https://tinyurl.com/y758yqkq from PacerMonitor at no charge. About RWS Charter RWS Charter LLC, a privately held company in the scheduled air transportation business, filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 20-80470) on Feb. 13, 2020. In the petition signed by Rex Rankin, owner, the Debtor was estimated to have between $1 million and $10 million in both assets and liabilities. The Debtor tapped Sparkman, Shepard & Morris, P.C. as its legal counsel, and Richardson Maples, PC, as its special counsel. RYFIELD PROPERTIES: Case Summary & 18 Unsecured Creditors --------------------------------------------------------- Debtor: Ryfield Properties, Inc. d/b/a Penny Creek Quarry, Inc. 450 Penny Creek Road Quilcene, WA 98376 Business Description: Ryfield Properties, Inc. is a privately held company in the quarrying business. Chapter 11 Petition Date: May 7, 2020 Court: United States Bankruptcy Court Western District of Washington Case No.: 20-11360 Debtor's Counsel: Faye C. Rasch, Esq. LAW OFFICE OF FAYE C. RASCH 600 Stewart Street, Suite 1300 Seattle, WA 98126 Tel: 646-279-9627 E-mail: fraschlaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Katy Rygaard, principal. A copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/ajDA70 SEANERGY MARITIME: Grosses $30M from Capital Raising Transactions ----------------------------------------------------------------- In recent weeks, Seanergy Maritime Holdings Corp. has undertaken a series of equity raisings beginning with an underwritten public offering which priced on March 31, 2020. Through this capital markets activity, the Company has raised approximately $30 million in gross proceeds. Based on this positive outcome, it is the Company's intention to pause its capital markets participation for the near term, although the Company will continue to monitor market activity in the future. Stamatis Tsantanis, the Company's chairman & chief executive officer, stated: "We are pleased to announce the successful closing of our most recent registered direct offering, which represents the culmination of our recent capital raising transactions. As a result of strong institutional interest, we raised more than $30 million and have further strengthened our balance sheet. This capital is highly accretive to our net asset value." "Our sector is emerging from a period of historical low rates, and as a result of our capital raising program, we believe Seanergy is in a strong position to capitalize on the improving market fundamentals." About Seanergy Maritime Greece-based Seanergy Maritime Holdings Corp. -- http://www.seanergymaritime.com/-- is an international shipping company that provides marine dry bulk transportation services through the ownership and operation of dry bulk vessels. Seanergy provides marine dry bulk transportation services through a modern fleet of 10 Capesize vessels, with a cargo-carrying capacity of approximately 1,748,581 dwt and an average fleet age of approximately 11 years. The Company is incorporated in the Marshall Islands and has executive offices in Athens, Greece and an office in Hong Kong. Seanergy Maritime reported a net loss of US$11.70 million for the Dec. 31, 2019, a net loss of US$21.06 million for the year ended Dec. 31, 2018, and a net loss of US$3.23 million for the year ended Dec. 31, 2017. As of Dec. 31, 2019, the Company had US$282.55 million in total assets, US$252.69 million in total liabilities, and US$29.86 million in total stockholders' equity. Ernst & Young (Hellas) Certified Auditors Accountants S.A., in Athens, Greece, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 5, 2020 citing that the Company has a working capital deficiency and has stated that substantial doubt exists about the Company's ability to continue as a going concern. In addition, the Company has not complied with a certain covenant of a loan agreement with a bank. SEHAR INC: Case Summary & 14 Unsecured Creditors ------------------------------------------------ Debtor: Sehar, Inc. 50980 State Road 13 Middlebury, IN 46540 Business Description: Sehar, Inc. is a privately held company in the gasoline service stations industry. Chapter 11 Petition Date: May 11, 2020 Court: United States Bankruptcy Court Northern District of Indiana Case No.: 20-30785 Debtor's Counsel: Fred Wehrwein, Esq. FRED WEHRWEIN, P.C. 1910 St. Joe Center Rd., #52 Fort Wayne, IN 46825 Tel: 260-480-5700 E-mail: Wehrweinpc@aol.com Total Assets: $56,351,600 Total Liabilities: $27,960,931 The petition was signed by Harpreet Singh, president. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/4jFTbj List of Debtor's 14 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Cornejo Electric, Inc. $165,850 8210 Hohman Ave. Munster, IN 46321 2. Crisenbery Plumbing $92,602 25579 CR 38 Goshen, IN 46526 3. Current Fire Protection $3,600 2120 E. Washington Blvd. Fort Wayne, IN 46806 4. DWC Restoration Co. $36,500 1052 Greenwood Springs Blvd. Ste. D Greenwood, IN 46143 5. Fetters Construction $68,993 5417 County Rd. 427 Auburn, IN 46706 6. John's Drywall $102,586 11095 N. 500 Milford, IN 46542 7. King Tec LLC $10,595 763 Kenmare Pkwy Crown Point, IN 46307 8. Momper Insulation $4,409 2431 W. Main St. Fort Wayne, IN 46808 9. Niblock Excavating, Inc. $420,775 906 Maple Street Bristol, IN 46507 10. Oscar W. Larson Co. $141,228 10100 Dixie Hwy. Clarkston, MI 48348 11. Rogers Glass $58,800 Windows & Doors 470 Capital Ave. SW Battle Creek, MI 49015 12. Stone Heating & Cooling $178,110 12404 Wicker Ave. Cedar Lake, IN 46303 13. WM Miller LLC $24,992 PO BOx 100 Shipshewana, IN 46565 14. Yoder & Yoder Concrete $6,263 3805 New Haven Ave. Fort Wayne, IN 46803 SOULA INC: Fotakis to Deposit $5,247 to Fund Plan Payments ---------------------------------------------------------- Debtor Soula, Inc., filed a Second Amended Disclosure Statement describing its Chapter 11 Plan on April 23, 2020. Prior to the Confirmation Date, Debtor's principal George Fotakis will deposit the sum of $5,245 with counsel for the Debtor (and Disbursing Agent), Lee M. Perlman, Esquire, to be held in escrow pending the occurrence of the effective date. Upon the occurrence of the effective date, these funds will be used by the Disbursing Agent to pay the administrative expenses required to be paid on the effective date. If the sale of the Real Property does not occur within 12 months of the effective date, then the Debtor will pursue an auction of the Real Property through the Bankruptcy Court. To effectuate such an auction, the Debtor shall promptly file with the Bankruptcy Court a motion for approval of appropriate procedures to govern the auction. To the extent the Debtor's Chapter 11 Case is closed after the occurrence of the effective date, the Debtor's creditors shall be deemed to have consented to the reopening of the Chapter 11 Case to allow the auction to take place. A full-text copy of the Second Amended Disclosure Statement dated April 23, 2020, is available at https://tinyurl.com/yccqj7qn from PacerMonitor at no charge. The Debtor is represented by: Lee M. Perlman, Esquire 1926 Greentree Road, Suite 100 Cherry Hill, NJ 08003 Tel: (856) 751-4224 The Chapter 11 case is In re Soula, Inc. (Bankr. D.N.J. Case No. 19-14373). STAGE STORES: Case Summary & 50 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: Stage Stores, Inc. 2425 West Loop South Houston, Texas 77027 Business Description: The Debtors are apparel, accessories, cosmetics, footwear, and home goods retailers that operate department stores under the Bealls, Goody's, Palais Royal, Peebles, and Stage brands and off-price stores under the Gordmans brand. The Debtors operate approximately 700 stores across 42 states. The Debtors' department stores predominately serve small towns and rural communities, and the Debtors' off- price stores are mostly located in mid-sized Midwest markets. Chapter 11 Petition Date: May 10, 2020 Court: United States Bankruptcy Court Southern District of Texas Two affiliates that simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Stage Stores, Inc. (Lead Case) 20-32564 Specialty Retailers, Inc. 20-32565 Judge: Hon. David R. Jones Debtors' General Bankruptcy Counsel: Joshua A. Sussberg, P.C. Neil E. Herman, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: joshua.sussberg@kirkland.com neil.herman@kirkland.com - and - Joshua M. Altman, Esq. 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: josh.altman@kirkland.com Debtors' Local Bankruptcy Counsel: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. Kristhy M. Peguero, Esq. Veronica A. Polnick, Esq. JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 Email: mcavenaugh@jw.com jwertz@jw.com kpeguero@jw.com vpolnick@jw.com Debtors' Investment Banker: PJ SOLOMON, L.P. AND/OR ITS AFFILIATE PJ SOLOMON SECURITIES, LLC Debtors' Restructuring Advisor: BERKELEY RESEARCH GROUP, LLC Debtors' Real Estate Consultant: A&G REALTY Debtors' Notice & Claims Agent: KURTZMAN CARSON CONSULTANTS LLC https://www.kccllc.net/stagestores Total Assets as of November 2, 2019: $1,713,713,000 Total Debts as of November 2, 2019: $1,010,210,000 The petitions were signed by Michael L. Glazer, president and chief executive officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://is.gd/mxDu38 https://is.gd/6UWYcQ List of Debtors' 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Nike Inc. Trade $3,602,690 One Bowerman Drive Beaverton, OR 97005 Attn: Julia Farley Tel: 503-671-6453 Email: Julia.Farley@nike.com 2. Adobe Systems Incorporated Service $2,640,909 345 Park Avenue Provider San Jose, CA 95110-2704 Attn: Dana Rao, General Counsel Tel: 408-536-6000 Fax: 408-537-6000 Email: drao@adobe.com 3. Skechers USA Inc. Trade $2,310,679 228 Manhattan Beach Blvd. Manhattan Beach, CA 90266 Attn: Philip Paccione, General Counsel Tel: 310-318-3100 Fax: 310-318-5019 Email: philp@skechers.com 4. Ralph Lauren Trade $2,138,460 650 Madison Avenue New York, NY 10022 Attn: Avery Fischer Tel: 212-318-7000 Fax: 212-888-5780; 212-318-7183 Email: customerassistance@ralphlauren.com; avery.fischer@ralphlauren.com 5. Levi Trade $2,079,088 1155 Battery Street San Francisco, CA 94111 Attn: Seth Jaffe Tel: 415-501-6000 Fax: 415-501-7112; 415-501-3939 Email: seth.jaffe@levi.com 6. Adidas Trade $1,879,738 5055 N Greeley Ave Portland, OR 97217 Attn: Maryadena McLemore Tel: 800-982-9337 Fax: 971-234-2450 Email: maryadena.mclemore@adidas-group.com 7. E-Lo Sportswear, LLC Trade $1,667,377 1 Cape May Street Suite 290 Harrison, NJ 07029 Attn: Sam Kaplan Tel: 973-484-4740 Email: SKaplan@zaralo.com 8. 9th Wonder - Houston LLC Service $1,394,133 201 San Jacinto St Provider Suite 267 Houston, TX 77002 Attn: Angelic Elmore Email: Angelic.Elmore@9thWonder.com 9. WM Carter Trade $1,323,174 3438 Peachtree Road North East Suite 1800 Atlanta, GA 30326 Attn: Robin Shannon Tel: 877-333-0117 Email: Robin.Shannon@carters.com 10. Gourmet Home Products LLC Trade $1,247,496 347 5th Ave Suite 507 New York, NY 10016 Attn: Victor Saadeh Tel: 212-213-5100 Fax: 212-213-5188 Email: VictorS@GourmetHomeProducts.com 11. Yankee Candle Company Trade $1,205,810 4110 Premier Drive High Point, NC 27265 Attn: Candy Ress Tel: 877-803-6890 Email: Candy.Ress@newellco.com 12. Select Brands Inc. Trade $1,166,019 10817 Renner Blvd Lenexa, KS 66219-9608 Attn: Dick Fleming Tel: 913-663-4500 Fax: 913-663-4744 Email: Dick.Fleming@Selectbrands.com 13. North Point Trading Trade $1,159,889 347 5th Ave. New York, NY 10016 Attn: Victor Saadeh Tel: 212-481-8001 Email: VictorS@GourmetHomeProducts.com 14. Columbia Sportswear Trade $1,153,844 14375 NW Science Park Dr. Park Drive, OR 97229 Attn: Lynn Mecham Tel: 503-985-4000 Email: lmecham@columbia.com 15. Byer Trade $1,141,285 66 Potrero Avenue San Francisco, CA 94103 Attn: Phil Byer Email: pbyer@byer.com 16. Fencepost Trade $1,125,265 1951 NE Rice Road PO Box 6770 Lees Summit, MO 64064-9998 Attn: Carol Mercer Email: carol.mercer@fencepostproductions.com 17. Specialty Store Services Trade $1,015,979 454 Jarvis Des Plaines, IL 60018 Attn: Jay Arellano Email: jay@specialtystoreservices.com 18. Wicked Fashions by Southpole Trade $968,965 222 Bridge Plaza South Fort Lee, NJ 7024 Attn: Hoon Choi Tel: 201-242-5900 Email: HoonC@southpole-usa.com 19. YMI Jeanswear Inc. Trade $955,654 1155 S Boyle Ave Los Angeles, CA 90023 Attn: David Vered Tel: 323-581-7700 Email: david@ymijeans.com 20. RGIS Inventory Specialists Trade $952,634 2000 E Taylor Rd Auburn Hill, MI 48326 Attn: Office of General Counsel Tel: 248-221-4000 Email: jbrinza@rgis.com 21. FILA USA Inc. Trade $941,932 930 Ridgebrook Rd Suite 200 Sparks, MD 21152 Attn: Johanna Saltysiak Tel: 410-773-3000 Fax: 410-773-4973 Email: jsaltsiak@fila.com 22. Home Essentials & Beyond Trade $917,668 200 Theodore Conrad Dr. Jersey City, NJ 07305 Attn: Susan Kofsky Gottlieb, Sales Manager Tel: 732-590-3600 Fax: 732-590-3660 Email: skgassoc@outlook.com 23. Pandora Media Inc. Service $905,644 2100 Franklin Street, 7th Floor Provider Oakland, CA 94612 Attn: Anthony Andrews Email: Anthony.Andrews@siriusxm.com 24. KHQ Investment LLC Professional $894,669 1359 Broadway Floor 21 Services New York, NY 10018 Attn: Lori Weener Tel: 212-615-3400 Email: loriweener@Globalbrandsgroup.com 25. Enchante Accessories Inc. Trade $842,878 16 East 34th St. 2nd Floor New York, NY 10016 Attn: Abraham Weinberger Tel: 212-725-7879 Email: abraham@ench.com 26. Valyria LLC dba Transpac Trade $778,977 1050 Piper Drive Vacaville, CA 95688 Attn: Laurie Gilner Tel: 707-452-0600 Email: lgilner@shoptii.com 27. Great American Beauty Inc. Trade $704,267 124 N Swinton Ave Delray Beach, FL 33444 Attn: Gary Banoun Tel: 561-496-2730 Fax: 561-496-1467 Email: gbanoun@gabinc.net 28. Rocket Fish Inc. Trade $699,049 750 Victoria St Compton, CA 90220 Attn: Sandra Ibarra Tel: 800-620-2790 Email: sandrai@colosseumusa.com 29. Westport Corporation Trade $688,174 331 Changebridge Road Pine Brook, NJ 07058 Attn: Mike Rahim Tel: 888-400-4243; 631-321-0160 Fax: 631-321-1326; 631-321-8461 Email: mrahim@mundiwestport.com 30. Biddeford Blankets LLC Trade $677,925 13820 W Business Center Dr. Green Oaks, IL 60045 Attn: Marge Stieber Tel: 800-789-6441 Fax: 847-566-6431 Email: Marge.Stieber@biddefordblankets.com 31. Western Glove Works Trade $674,067 555 Logan Avenue Winnipeg, MB R3A 0S4 Canada Attn: Kim Boyes Tel: 204-788-4249 Fax: 204-772-6929 Email: kim.boyes@westernglove.mb.ca 32. Channel Control Merchants LLC Trade $662,690 6892 US Hwy 49 North Hattiesburg, MS 39402 Attn: Jennifer Schock Tel: 601-268-7555 Fax: 601-268-7668 Email: jschock@chapter3inc.com 33. Rimini Street Inc. Service $662,074 3993 Howard Hughes Parkway Provider Suite 500 Las Vegas, NV 89169 Attn: Mixhael Kenning Tel: 702-839-9671 Fax: 702-973-7491 Email: mkenning@riministreet.com 34. New View Gifts & Trade $652,577 Accessories. 311 East Baltimore Ave Suite 300 Media, PA 19063 Attn: Sandy Amelotti Tel: 610-627-0190 Fax: 610-627-0189 Email: samelotti@nvga.com 35. Crystal Art of Florida Inc. Trade $624,040 11555 Heron Bay Blvd Suite 200 Coral Springs, FL 33076 Attn: Elena Mendez Tel: 305-885-5358 Email: elenam@crystalartgallery.com 36. L2 Brands LLC Trade $623,662 300 Fame Ave Hanover, PA 17331 Attn: Angie Myuller Tel: 800-627-3244 Fax: 717-630-0827 Email: Amuller@L2Brands.com 37. Hybrid Promotions LLC Trade $596,353 10711 Walker Street Cypress, CA 90630 Attn: Liza Valencia Tel: 714-952-3866 Email: lvalencia@hybridapparel.com 38. Playtek, LLC Trade $585,072 148 Madison Ave 8th Floor New York, NY 10016 Attn: Victor Saadeh Tel: 212-779-1144 Email: VictorS@GourmetHomeProducts.com 39. Elizabeth Arden Trade $584,831 880 S.W. 145th Avenue Suite 200 Pembroke Pines, FL 33027 Attn: Jennifer Lopez Email: jennifer.lopez@revlon.com 40. New Balance Trade $581,180 Brighton Landing 100 Guest Street Boston, MA 02135 Attn: Manfred Rottler, Sales Manager Tel: 617-783-4000 Email: manfred.rottler@newbalance.com 41. Gina Concepts Trade $573,769 10 West 33rd Street New York, NY 10001 Attn: Sam Gewirtz Tel: 212-947-2445 Email: samg@ginagroup.com 42. Style Craft Home Collect Trade $563,606 8474 Market Place Drive Suite 104 Southaven, MS 38671 Attn: Leslie Lawhon Tel: 662-429-5279 Fax: 662-429-1608 Email: Llawhon@Stylecraft-US.COM 43. 360I LLC Service $552,727 32 Avenue of the Americas, Provider 6th Floor New York, NY 10013 Attn: Bryan Datyner Tel: 877-570-2449 Email: Bryan.Datyner@360i.com 44. Ruby Road Trade $541,694 1333 Broadway 12th Floor New York, NY 10018 Attn: Vivian Zheng Tel: 888-246-0250 Email: vzheng@alfreddunner.net 45. Reflex Sales Group Service $529,612 6219 Balcom Ave #101 Provider Encino, CA 91316 Attn: Travis Smith Tel: 818-935-5399 Fax: 866-213-1843 Email: Travis@ReflexSalesGroup.com 46. Lifeworks Technology Trade $523,497 Group LLC 530 7th Avenue 21st Floor New York, NY 10018 Attn: Kathy Plesa Tel: 212-221-1832 Fax: 212-869-0894 Email: Kathy@golifeworks.com 47. Andrews Kurth LLP Professional $521,503 600 Travis Street Services Suite 4200 Houston, TX 77002 Attn: Silvia Salas Tel: 713-220-4200 Fax: 713-220-4285 Email: SilviaSalas@andrewskurth.com 48. Oved Apparel Trade $511,307 31 West 34th Street New York, NY 10001 Attn: Larry Turkel Tel: 212-244-3800 Email: Larry@ovedapparel.com 49. UMA Enterprises Inc. Trade $510,518 350 W Apra St. Compton, CA 90220 Attn: Amrick Singh Tel: 212-244-3800; 310-631-1166 Fax: 310-631-2124 Email: amrick@umainc.com 50. Caleres Inc. Trade $486,944 8300 Maryland Ave St. Louis, MO 77056 Attn: Katie Stanler Tel: 314-854-4000 Email: kstatler@caleres.com STURDIVANT TAYLOR: Has Until July 2 to File Plan & Disclosures -------------------------------------------------------------- Judge Neil P. Olack has ordered that the deadline for Debtor Sturdivant Taylor, LLC for filing a disclosure statement and proposed plan of reorganization is extended 90 days from April 3, 2020, to and including July 2, 2020. A full-text copy of the order dated April 21, 2020, is available at https://tinyurl.com/y8c876z2 from PacerMonitor at no charge. The Debtor is represented by: R. MICHAEL BOLEN, ESQ. HOOD & BOLEN, PLLC E-mail: rmb@hoodbolen.com About Sturdivant Taylor Sturdivant Taylor, LLC owns and leases real property located at 243 Yandell Road, Canton, Miss., with a building located thereon leased to Building Blocks of Madison Crossing Daycare and Learning Center, Inc. where it operates a daycare. Sturdivant Taylor and Building Blocks sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Lead Case No. 19-03561) on Oct. 7, 2019. At the time of the filing, Sturdivant Taylor disclosed assets of less than $50,000 and liabilities of less than $1 million. The cases have been assigned to Judge Neil P. Olack. Hood & Bolen, PLLC is the Debtors' legal counsel. SUITABLE TECHNOLOGIES: Gets Final OK on $5.96M DIP Facility ----------------------------------------------------------- Suitable Technologies, Inc., obtained approval from Judge Mary F. Walrath of the Delaware Bankruptcy Court to incur postpetition financing of up to $5,956,000, on a final basis, from MagicHeart Investments, LLC, holder of the pre-petition secured promissory note issued by the Debtor. MagicHeart Investments is owned by the Debtor's founder, Mr. Scott Hassan. The DIP facility, which is a multi-draw term loan facility in the amount of new funds of up to $3.801 million, is secured by a lien on substantially all of the Debtor's assets. The DIP facility's salient terms include: * Interest Rate at 5% per annum, payable in cash at maturity, on the outstanding principal amount thereof. * Default Interest Rate at 7% per annum on the loans and other obligations under the loan documents from and after the date of occurrence of an Event of Default, at the election of the DIP Lender while any event of default exists. * Termination Date: At the DIP lender's election, the DIP facility will terminate by the earliest to occur of: (a) the date on which the DIP Lender provides, via electronic mail or overnight mail, written notice of the occurrence and continuance of any event of default to counsel for the borrower and the United States Trustee; (b) the date that is 35 days after entry of the interim order if the final order is not entered in form and substance satisfactory to the DIP lender by said date; (c) the date of the final hearing with respect to the Interim Order, if the Interim Order is modified at such hearing in a manner unacceptable to the DIP lender; (d) the closing date of the sale of all or substantially all of the assets of the Borrower; (e) the date on which all obligations are paid in full; and (f) August 4, 2020. * Maturity Date: The DIP facility will mature and be due and payable in full by the earlier of: (x) the date that is six months after the entry of the final order by the Bankruptcy Court, (y) the effective date of a Chapter 11 plan in the Chapter 11 Case, and (z) on the termination date. Uses of Postpetition Debt Proceeds The Debtor is authorized to incur the postpetition debt to: (i) pay the expenses enumerated in the budget, including the carve-out (which includes $1,500,000 for the Chief Restructuring Officer and Independent Director to pay any current or future indemnity obligations) and and the post-termination date carve-out (to fund professional fees and expenses incurred after the termination date); (ii) pay allowable 506(b) amounts in connection with the pre-petition secured promissory note debt and lender charges and as expressly permitted pursuant to the post-petition documents; (iii) refinance, in full, the aggregate amount of all advances made on or after November 27, 2019, in connection with the pre-petition secured debt documents. The post-petition debt is granted super-priority administrative expense status under Section 364(c)(1) of the Bankruptcy Code, with priority over all costs and expenses of administration of the Chapter 11 Case of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code other than the carve-out and the post-termination date carve-out. Prior Interim Approval Previously, the Debtor has obtained interim approval to incur up to $1,058,000 under the DIP credit agreement. A copy of the interim order is available at https://is.gd/Vng73o from PacerMonitor.com at no charge. Cash Collateral With respect to the use of cash collateral, the final order provides that: (a) The Debtor may use cash collateral through the termination date, (b) The Debtor must deposit all cash collateral into a blocked account (or otherwise remit said cash collateral to the lender in a manner satisfactory to the lender) promptly upon the Debtor's receipt thereof, (c) lender may collect upon, convert to cash, and enforce checks, drafts, instruments, and any other forms of payment coming into the lender's possession or control that constitute aggregate collateral or proceeds thereof, (d) lender may apply all cash collateral in its possession or control, as follows: (1) first, to the payment of allowable 506(b) amounts relating to the pre-petition secured promissory note debt, until paid in full. The payment of any Allowable 506(b) Amounts that consists of lender's fees and expenses shall be subject to the procedures set forth in the final order; (2) second, to the payment of any advances made on or after November 27, 2019, in connection with the prepetition secured debt documents, until paid in full; (3) third, to the payment of post-petition debt consisting of lender charges, until paid in full, subject to the relevant procedures; and (4) fourth, to the payment of all other post-petition debt, until paid in full. Adequate Protection of Prepetition Lender's Interest As adequate protection for any decrease in the value of its interest in the prepetition secured debt, the lender (i) is granted replacement liens, subject to the carve-out and the post-termination date carve-out and (ii) will have an allowed claim under Section 507(b) of the Bankruptcy Code, subject to the carve-out and the post-termination date carve-out, to the extent the adequate protection proves insufficient. As further adequate protection, any sale or other disposition of all or any portion of the aggregate collateral outside of the ordinary course of the Debtor's business must be for cash consideration until the aggregate debt has been paid in full pursuant to the prepetition secured debt documents and the post-petition documents. The carve-out amount includes, among others, $1,500,000 for the Chief Restructuring Officer and Independent Director to pay any current or future indemnity obligations. Prepetition Debt As of the Petition Date, the Debtor is liable for: -- not less than $5,930,000 to the lender with respect to the prepetition secured debt, exclusive of accrued interest, fees, costs, other charges, and accrued and accruing Allowable 506(b) Amounts. -- not less than $86,000,000 of prepetition unsecured debt, as an allowed claim, exclusive of accrued interest, fees, costs, and other charges. Mr. Hassan, through certain entities owned and controlled by him, including the lender, has been the Debtor's sole source of funding of almost $92 million pursuant to documented promissory notes. The final order further provided that: * unless the lender subsequently consents in writing, the Debtor will not seek entry of an order confirming any plan in the Chapter 11 case unless the aggregate debt shall be paid in full on the earlier of (a) the effective date of such plan and (b) the termination date. * the lender will have the continuing right to use the amounts then outstanding under the post-petition debt, or any part thereof, to credit bid with respect to any bulk or piecemeal sale of all or any portion of the aggregate collateral, in connection with a sale or other disposition of all or any portion of the aggregate collateral. A copy of the final DIP order is available at https://is.gd/DZGeAj from PacerMonitor.com at no charge. The Debtor has commenced the Chapter 11 case to continue the process of winding down its business affairs and to conduct a sale process for substantially all of its assets pursuant to Section 363 of the Bankruptcy Code. About Suitable Technologies Headquartered in Palo Alto, California, Suitable Technologies, Inc. -- https://www.suitabletech.com/ -- develops, manufactures, and sells telepresence system and technology platforms in both domestic and international markets. It also maintains an intellectual property portfolio, which includes a number of different patents associated with, among other things, wireless connectivity, as well as trademarks in the United States and other foreign jurisdictions. Its primary product is called "Beam", a telepresence device designed to promote remote collaboration, provide individuals with the ability to communicate remotely with others on both a visual and audio basis, and move freely through a workplace using the Company's manufactured devices and companion software. Suitable Technologies, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 20-10432) on Feb. 26, 2020. The Debtor was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities. The Hon. Mary F. Walrath is the case judge. The Debtor tapped Young Conaway Stargatt & Taylor, LLP as counsel; and Stout Risius Ross Advisors, LLC, as investment banker. Asgaard Capital LLC is the staffing provider and its founder, Charles C. Reardon, is presently serving as CRO for the Debtor. Donlin, Recano & Company, Inc., is the claims agent. SUNEX INT'L.: Unsecureds to be Paid from Liquidating Trust Units ---------------------------------------------------------------- Debtor Sunex International, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, a Disclosure Statement for Plan of Liquidation dated April 23, 2020. The Debtor filed a voluntary petition for relief under Chapter 11 of the Code on April 3, 2019. Since that time, the Debtor continued in the possession of its assets and in the management of its business through and including the closings of the sales of substantially all of Debtor's assets. The Debtor has already liquidated substantially all of its assets. The Plan provides a mechanism through which to disburse distributable cash to holders of allowed claims. While recovery in the Caribbean and cash realization of a backlog of orders improved operations, the effects of Hurricanes Irma and Maria, as well as the turnaround time associated with the backlog of orders, resulted in a strain on cash flow and tightening of credit and made Chapter 11 inevitable. Consequently, the Debtor resolved to file for Chapter 11 in order to explore options, including, without limitation, a sale of substantially all of its assets. Class 5 Allowed Unsecured Claims will receive holders' pro rata share of liquidating trust units. Thereafter, each holder of Liquidating Trust Units shall be entitled to be paid such holder's pro rata share of liquidating trust distributable cash. Class 6 Allowed Equity Interests will not receive or retain any Property or Distributions under the Plan. A full-text copy of the Disclosure Statement dated April 23, 2020, is available at https://tinyurl.com/yajjzqs5 from PacerMonitor at no charge. Attorneys for Debtor: Michael D. Seese SEESE, P.A. 101 N.E. 3rd Avenue Suite 1270 Ft. Lauderdale, FL 33301 Telephone: 954-745-5897 About Sunex International Founded in 1985, Sunex International --http://www.sunexintl.com/ --is a supplier of architectural products and complete turn-key building materials for builders, architects, and designers throughout the Caribbean and South Florida. Pompano Beach, Fla.-based Sunex International, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-14372) on April 3, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Raymond B. Ray oversees the case. Michael D. Seese, Esq., at Seese P.A., is the Debtor's bankruptcy counsel. TANGO DELTA: Case Summary & 17 Unsecured Creditors -------------------------------------------------- Debtor: Tango Delta Financial, Inc. f/d/b/a American Student Financial Group Inc. 1378 Harbor Dr. Sarasota, FL 34239 Business Description: Tango Delta Financial Inc. f/k/a ASFG buys student loans for investment purposes. Chapter 11 Petition Date: May 11, 2020 Court: United States Bankruptcy Court Middle District of Florida Case No.: 20-03672 Debtor's Counsel: Richard J. Cole, III, Esq. COLE & COLE LAW, P.A. 46 N. Washington Blvd., Ste. 24 Tel: (941) 365-4055 Fax: (941) 365-4219 E-mail: rjc@colecolelaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Timothy R. Duoos, president. A copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/cZTGZr TMS CONTRACTORS: Unsecureds to Get Payment from Litigation Proceeds ------------------------------------------------------------------- Debtor TMS Contractors, LLC, filed a Second Amended Plan of Reorganization and a Disclosure Statement on April 21, 2020. Class 4B constitutes of allowed claims of general unsecured creditors who are entitled to payment as conduit creditors of Brittmoore project. Holders will receive payment from any funds recovered in the Brittmoore Collection Litigation which are attributable to funds in the hands of Brittmoore SS Investment LLC or their lender Jernigan Capital Operating Company, LLC up to the allowed amount of their conduit claim in an amount proportionate to the total amount of funds recovered in the Brittmoore Collection Litigation on account of all conduit claims in the Brittmoore project. Holders of Class 4C allowed claims of general unsecured creditors will receive payment on these claims when, and if, the litigation proceeds exceed the amount allocable to costs of administration, priority unsecured claims, Class 3A, 3B, 3C, 4A and 4B claims and will be paid proportionately up to payment in full. The Debtor will obtain turnover of funds held by TCB and secure credit facilities necessary to support the prosecution of the Brittmoore Collection Litigation, the Pearland Collection Litigation, and the Joint Venture Litigation, as well as recovery of any preferential transfers and other Chapter 5 causes of action that the Debtor elects to pursue. The financing will be known as the Litigation Credit Facility and may impair the rights of holders of Class 3A and 3B, and 4C claims to the extent that the Debtor is permitted under the Plan to grant a security interest to the lender(s) under such credit facilities in all assets of the estate of the debtor with a super-priority position, in an amount of no more than $350,000. The Debtor may utilize proceeds of the Litigation Assets, not specifically allocable to Class 4A and 4B claims to service the accruing interest and other fees and costs if any under the Credit Facility during litigation in its sole and exclusive judgement with consideration to maintaining litigation funding. A full-text copy of the Amended Plan dated April 21, 2020, is available at https://tinyurl.com/y9zmzllg from PacerMonitor at no charge. The Debtor is represented by: ATTORNEY DONALD WYATT, PC Donald L. Wyatt, Jr. 26418 Oak Ridge Dr. The Woodlands, TX 77380 Tel: 281-419-8733 Fax: 281-419-8703 E-mail: don.wyatt@wyattpc.com About TMS Contractors and TMSC Properties TMS Contractors, LLC -- https://www.tmsbuilds.com/ -- is a general contractor specializing in residential, commercial, and industrial buildings. It can supply pre-engineered, conventional or hybrid steel solutions for all building needs from complete design, engineered and fabricated building systems to conventional steel for building structure. TMSC Properties, an affiliate of TMS Contractors, is primarily engaged in leasing real estate properties. TMS Contractors and TMSC Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case Nos. 19-33555 and 19-33556) on June 27, 2019. At the time of the filing, TMS Contractors disclosed $6,031,517 in assets and $2,958,214 in liabilities; and TMSC Properties disclosed $5,559,541 in assets and $1,783,866 in liabilities. The case has been assigned to Judge David R. Jones. Attorney Donald Wyatt, PC is the Debtor's bankruptcy counsel. UNITED AIRLINES: S&P Rates $1BB Secured Notes Due 2023 'BB+' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating to United Airlines Inc.'s proposed $1 billion secured notes due 2023 and $1.25 billion secured notes due 2025 and placed the ratings on CreditWatch with negative implications. The notes, which are guaranteed by parent United Airlines Holdings Inc., are secured by a pool of 360 aircraft. The notes benefit from Section 1110 of the U.S. Bankruptcy Code, which provides special protections to aircraft creditors. Because of this, S&P applies its criteria for rating airline equipment trust certificates (these are not enhanced equipment trust certificates [EETCs] but the legal protections are the same). Based on appraised values, narrowbody aircraft (including Boeing's 737 and 757 aircraft families and Airbus' A320 family) comprise about 75% of the collateral value and widebody aircraft (including Boeing's 767 and 777 families) account for the remaining 25%. The secured notes have a single mortgage that covers all of the planes, which provides the equivalent of cross-collateralization and cross-default protections (the airline cannot selectively return some aircraft to creditors in bankruptcy). Although the average age of the aircraft in the pool is old at 18.8 years, S&P views them as an essential percentage of United's owned and leased aircraft fleet (34% as measured by the number of aircraft in its fleet). Accordingly, S&P assigned the maximum two notches of uplift for a (non-enhanced) aircraft equipment trust certificate because the rating agency believes it is likely that United would affirm the secured notes to keep using the planes in bankruptcy. The company will use the proceeds from the notes to repay the $2 billion term loan it entered into on March 9, 2020, and for general corporate purposes. At the same time, S&P affirmed its 'BB+' issue-level rating on the company's existing secured debt and revised its rounded recovery estimate to 90% from 95%. In addition, S&P affirmed its 'BB-' issue-level rating on United's unsecured debt and revised its rounded recovery estimate to 35% from 40%. The revisions to S&P's recovery estimates reflect the greater amount of both secured and unsecured debt in United's capital structure, which reduces the value available for the secured and unsecured debtholders in a hypothetical default. S&P's ratings on United remain on CreditWatch, where it placed them with negative implications on March 25, 2020, due to the effects of the coronavirus on its operating performance and its weaker liquidity. Since then, the company's financial condition has weakened as it reported a loss of $1.7 billion in the first quarter of 2020, which compares with the $292 million of profit it recorded in the first quarter of 2019. United has continued to reduce its capacity amid the severe decline in its bookings and increase in its cancellations. The company has also reduced its operating costs and taken steps to raise cash and increase its borrowing capacity. The airline should benefit from the cash grants and unsecured debt offered under recent federal legislation to aid U.S. airlines, which will boost its near-term liquidity. "We expect to resolve the CreditWatch as we learn more about the effect of the coronavirus on United's financial position. We would likely lower our ratings if the recovery in air traffic takes longer or is weaker than we expect, causing the company's funds from operations (FFO) to debt to decline to near 12% or below on a sustained basis and leading it to report weaker-than-expected liquidity," S&P said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- United is issuing $2.25 billion of new senior secured notes to refinance its 364-day term loan facility dated March 9, 2020. Given the change in its debt structure, S&P has completed a review of the recovery analysis. -- S&P's '1' recovery rating on the company's first-lien debt obligations remains unchanged, though it lowered its rounded recovery estimate to 90%. S&P's '4' recovery rating on the company's unsecured notes also remains unchanged, though it lowered its rounded recovery estimate to 35%. The reduction in its recovery estimates reflects the new secured notes, which add a net $250 million to its secured debt. The lower estimates also reflect S&P's expectation for somewhat less value from United's routes and takeoff/landing slots in the wake of the significant and prolonged decline in international and domestic demand. Furthermore, they reflect the company's new $1.5 billion promissory note through the Payroll Support Program under the CARES Act, which S&P treats as a senior unsecured claim in the waterfall. This further dilutes the recovery for the holders of the existing unsecured senior notes. -- S&P rates the company's EETCs under different criteria, though it does not include those ratings in this analysis. -- If the company were to return to the protection of bankruptcy, the default scenario would most likely reflect very adverse industry conditions, which could include a recession or outside shock to the aviation industry such as a major terror attack or a global disease outbreak. -- S&P has valued the company on a discrete asset basis. The rating agency's valuations reflect its estimate of the value of the various assets at default based on net book value for current assets and appraisals for aircraft, routes, and landing/takeoff slots after adjustment for expected realization rates in a distressed scenario. S&P believes this value would be sufficient to provide very high recovery prospects for the new secured notes and existing first-lien facilities and modest recovery prospects for the senior unsecured notes." -- S&P assumes United's unfunded pension and other post-employment benefits (OPEB) will have an unsecured claim at default as well as a portion of the capacity service agreements and 25% of its lease liabilities. Simplified waterfall -- Gross enterprise value, discrete asset valuation (DAV) approach: $19.6 billion -- Valuation split (obligor/nonobligor): 100%/0% -- Net recovery value after administrative costs (5%): $18.6 billion -- Collateral value available to the senior secured term loan and revolver: $3,084 million -- Estimated outstanding at default under term loan and revolver: $3,527 million -- Recovery expectations: 90%-100% (rounded estimate: 90%) -- Collateral value available to other senior secured first-priority claims including aircraft notes and new secured notes: $15.5 billion -- Total secured first-priority claims: $12.6 billion -- Total value available to unsecured claims: $2,955 million -- Senior unsecured notes/pari passu claims (including pension and OPEB deficits): $3,239 million/$5,164 million -- Recovery expectations: 30%-50% (rounded estimate: 35%) Notes: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. Equipment secured debt is rated in some instances using S&P's EETC criteria and is not part of this analysis but is available separately. S&P assumes usage of 100% for cash flow revolvers at default. Ratings List United Airlines Inc. Issuer Credit Rating BB-/Watch Neg/-- BB-/Watch Neg/-- New Ratings United Airlines Inc. Senior Secured US$1 bil notes due 5/15/2023 BB+/Watch Neg US$1.25 bil notes due 5/15/2025 BB+/Watch Neg Ratings Affirmed; Recovery Expectations Revised United Airlines Inc. Senior Secured BB+ /Watch Neg BB+ /Watch Neg Recovery Rating 1(90%) 1(95%) Senior Unsecured BB- /Watch Neg BB- /Watch Neg Recovery Rating 4(35%) 4(40%) USIC HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'B-' issuer credit rating on Indianapolis-based USIC Holdings Inc. At the same time, S&P is assigning a 'B-' issue rating to the company's upsized and extended revolving credit facility. S&P is also affirming its 'B-' rating on the nonextended portion of USIC's revolving credit facility and first-lien term loan, and its 'CCC' rating on the company's second-lien term loan. S&P anticipates lower demand for the company's line-locating services in 2020, driven by a residential and nonresidential construction slowdown in the U.S. as a result of the ongoing COVID-19 pandemic. S&P economists expect residential construction to decline 6.1% and nonresidential construction 11.8% in 2020 as COVID-19 has pushed the U.S. economy into a recession. "We assume a lesser impact on USIC's 2020 revenues as recurring revenues from infrastructure maintenance and government spending work should provide some stability and partially offset the decline in new construction. Additionally, it recently improved pricing on a number of its contracts. While we expect a near-term decline in line-locating volumes, we are cautiously optimistic for growth in 2021, in line with our economists' view of a recovery and growth in construction spending," S&P said. "We assume USIC's relatively flexible cost structure will benefit operating performance in the current environment. While lower sales could drive EBITDA margins lower, we view the company's cost structure as relatively flexible. However, higher than expected damage expenses can erode profitability. Operational improvements and modest benefits from previous acquisitions should contribute to profitability improvement over time," the rating agency said. Cash flows should benefit from low capital spending relative to revenues. S&P expects USIC will continue to generate positive free operating cash flow (FOCF). Cash flows benefit from relatively low capital spending as a percentage of sales and the company's ability to lower some spending if necessary. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The negative outlook reflects the downside risk to operating performance as a result of weaker construction activity and the potential increase in leverage in 2020. "We could lower our ratings on USIC over the next 12 months if it appears FOCF will turn negative on a sustained basis or its liquidity position becomes constrained. This could occur due to a demand decline stemming from a slowdown in construction end markets or a decline in EBITDA margins due to larger-than-anticipated damage expenses, for example. We could also lower the rating if we view the company's long-term financial commitments as unsustainable, even though it may not face a credit or payment crisis within the next 12 months," S&P said. "We could revise our outlook to stable if FOCF generation remains positive and leverage declines," the rating agency said. VERMILLION INC: Secures $1 Million PPP Loan From BBVA USA --------------------------------------------------------- Vermillion, Inc., received on May 1, 2020, a loan pursuant to the Paycheck Protection Program, which was established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), as administered by the U.S. Small Business Administration. The loan, in the principal amount of $1,005,767, was disbursed by BBVA USA pursuant to a promissory note issued by the Company. The PPP Loan matures on May 1, 2022 and bears interest at a fixed rate of 1.000% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness, will commence after Dec. 1, 2020. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The Promissory Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company may prepay the principal of the PPP Loan at any time without incurring any prepayment charges. Pursuant to the CARES Act and the PPP, all or a portion of the principal amount of the PPP Loan is subject to forgiveness so long as, over the eight-week period following the receipt by the Company of the proceeds of the PPP Loan, the Company uses those proceeds for payroll costs, rent, utility costs or the maintenance of employee and compensation levels. The Company expects to use the proceeds of the PPP Loan in a manner that will qualify for complete forgiveness of the PPP Loan but cautions that there can be no assurance that all or any portion of the PPP Loan will be forgiven. About Vermillion Headquartered in Austin, Texas, Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to the discovery, development and commercialization of novel high-value diagnostic and bio-analytical solutions that help physicians diagnose, treat and improve gynecologic health outcomes for women. Vermillion reported a net loss of $15.24 million for the year ended Dec. 31, 2019, compared to a net loss of $11.37 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $13.83 million in total assets, $5.09 million in total liabilities, and $8.74 million in total stockholders' equity. BDO USA, LLP, in Austin, Texas, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 7, 2020 citing that the Company has suffered recurring losses from operations and has negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. VERUS INTERNATIONAL: Has $2.5M Net Loss for Quarter Ended Jan. 31 ----------------------------------------------------------------- Verus International, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $2,503,288 on $6,173,662 of revenue for the three months ended Jan. 31, 2020, compared to a net loss of $338,489 on $2,443,820 of revenue for the same period in 2019. At Jan. 31, 2020, the Company had total assets of $6,309,789, total liabilities of $6,053,445, and $256,344 in total stockholders' equity. Chief Executive Officer Anshu Bhatnagar and Chief Financial Officer Christopher Cutchens said, "The Company has incurred negative cash flows from operations of $599,062 for the three months ended January 31, 2020. At January 31, 2020, the Company had a working capital deficit of $610,342, and an accumulated deficit of $30,997,878. It is management's opinion that these facts raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the date of this report, without additional debt or equity financing." A copy of the Form 10-Q is available at: https://is.gd/EoepNq Verus International, Inc. engages in the supply of consumer food products in the Middle East, North Africa, sub-Saharan Africa, the United Arab Emirates, the Sultanate of Oman, Bahrain, Qatar, the Kingdom of Saudi Arabia, and Kuwait. The Company was formerly known as RealBiz Media Group, Inc. and changed its name to Verus International, Inc. in October 2018. Verus International, Inc. was founded in 2007 and is based in Gaithersburg, Maryland. VINES AT TABOR: CVWL Fund Says Plan Unconfirmable ------------------------------------------------- CV Whole Loan Fund Reit LLC ("CVWL") filed its objection to Disclosure Statement describing The Vines at Tabor, a California Limited Partnership's Chapter 11 Plan of Reorganization, dated April 10, 2020. The Plan is patently unconfirmable because the treatment of CVWL's over-secured claim is not fair and equitable under Section 1129(b)(2) of the Bankruptcy Code. The Plan is not fair and equitable to CVWL because it does not propose to pay CVWL any payments during the approximate six-month period before closing on the Sale. CVWL points out that the Plan is a "negative amortization" plan. "Negative amortization refers to a provision wherein all of the interest on a secured claim is not paid currently but instead is deferred and allowed to accrue,' with the accrued interest added to the principal and paid when income is higher." Evaluation of these factors leads to the conclusion that the Debtor's negative amortization Plan in this case is not fair and equitable to CVWL. It is troubling to CVWL that the Purchase Agreement provides the Buyer with an escape clause that can be exercised, without penalty, up until the time that TCAC approval is given. It is equally disturbing to CVWL that the Debtor does not propose to maintain insurance on the Property or to pay real estate taxes pending the Sale of the Property. The Plan also does not provide adequate, contingent treatment of CVWL's claim in the event that the Sale fails. Attorneys for CV Whole Loan Fund REIT LLC: JASON E. RIOS FELDERSTEIN FITZGERALD WILLOUGHBY PASCUZZI & RIOS LLP 500 Capitol Mall, Suite 2250 Sacramento, CA 95814 Telephone: (916) 329-7400 Facsimile: (916) 329-7435 E-mail: jrios@ffwplaw.com - and - JERROLD S. KULBACK ARCHER & GREINER P.C. Three Logan Square 1717 Arch Street, Suite 3500 Philadelphia, PA 19103 Telephone: (215) 246-3162 e-mail: jkulback@archerlaw.com About The Vines at Tabor The Vines at Tabor is a California limited partnership and owner of certain real property located at 200 E. Tabor Avenue, Fairfield, California. The Vines at Tabor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-20975) on Feb. 24, 2020. Judge Christopher D. Jaime oversees the case. The Debtor hired Law Offices Of Gabriel Liberman, APC as its counsel and Marcus & Millichap as its real estate broker. VIP CINEMA: Wins Final OK on Up to $33M of DIP Financing -------------------------------------------------------- Judge Mary F. Walrath authorized VIP Cinema Holdings, Inc., and debtor affiliates to obtain up to $33 million of senior secured super-priority DIP financing, on a final basis, from the Debtors' consenting pre-petition first lien and second lien lenders and Wilmington Savings Fund Society, as administrative agent and collateral agent. The DIP facility consists of: (a) $13 million in principal amount of DIP new money commitments, of which amount, $10 million was made available to the Debtors on an interim basis, pursuant to an interim order. (b) a roll-up of $20 million in principal amount of the pre-petition first lien loans. Moreover, the DIP facility bears interest at (i) LIBOR plus 6.00% per annum (or if applicable, ABR plus 5.00% per annum), and (ii) in the event of, and during the continuation of an event of default, 2.00% per annum plus the otherwise applicable rate to the relevant DIP loans (in the case of principal and interest) and (iii) at a rate equal to 2.00% per annum plus the rate applicable to DIP loans that are ABR loans (in the case of all other amounts). The DIP loan matures on the date falling 90 days after the Petition Date. The borrower, with the consent of the required DIP lenders, however, may extend the initial maturity date for a period of up to 60 days subject to the following conditions: (i) the Debtors shall have provided the DIP facility agent with not less than five business days' prior written notice of said extension, (ii) the Debtors shall have filed an acceptable plan of reorganization, (iii) the borrower shall pay to the DIP agent, for the account of the DIP lenders, an extension premium in an amount equal to 0.50% of the DIP loans then outstanding, and (iv) no default or event of default under the DIP facility documents shall have occurred and be continuing. Use of Cash Collateral The credit parties are authorized to use cash collateral provided that the prepetition secured parties are entitled to adequate protection of their interests in all prepetition collateral, including cash collateral, equal to the aggregate diminution in the value of the prepetition secured parties' interests in the prepetition collateral. As of the Petition Date, the Debtors owe the prepetition secured parties, as follows: -- not less than $164,375,000 in aggregate principal amount (consisting of $20,000,000 in outstanding principal amount of revolving loans and $144,375,000 outstanding principal amount of term loans), to the prepetition first lien secured parties, -- not less than $45,000,000 in the aggregate principal amount to the prepetition second lien secured parties, plus accrued and unpaid interest thereon and fees, expenses, costs, charges, indemnities and other obligations incurred in connection therewith. Pursuant to the final order: (a) the DIP agent, for its own benefit and the benefit of the DIP lenders, is granted the following security interests and liens (subject and subordinate only to the carve-out): * liens on unencumbered property, * liens priming certain prepetition secured parties’ liens, * liens junior to certain other liens, * liens senior to certain other liens. (b) all of the DIP obligations shall constitute allowed super priority administrative expense claims against the credit parties on a joint and several basis with priority over any and all claims against each of the credit parties. (c) The Debtors shall use the roll-up loans to (or to be deemed to) refinance dollar-for-dollar and discharge $20 million in principal amount of the prepetition first lien loans, which shall be "rolled-up" into DIP obligations and the corresponding principal amount of the prepetition first lien loans shall be discharged, subject to the terms and conditions set forth in the DIP documents and the reservation of rights of parties-in-interest. (d) the Debtors are authorized to establish and fund a deposit account that will not be subject to the control of the DIP secured parties or prepetition secured parties to satisfy the accrued professional compensation included within the carve-out. (e) the DIP agent, on behalf of itself and the DIP lenders, shall have the right to credit bid, in accordance with the DIP documents, up to the full amount of the DIP obligations in any sale of the DIP collateral. The carve-out shall mean the sum of: * all fees payable to the clerk of the Court and to the U.S. Trustee, plus interest at the statutory rate; * all reasonable fees and expenses incurred by a chapter 7 trustee under section 726(b) of the Bankruptcy Code in an amount not to exceed $50,000, and * to the extent allowed by the Bankruptcy Court, all unpaid fees, costs, and expenses incurred or accrued by persons or firms retained by the Debtors pursuant to Section 327, 328 or 363 of the Bankruptcy Code and any Creditors' Committee appointed in the Chapter 11 Cases (x) at any time before or on the first day after the delivery by the DIP facility agent of a carve-out trigger notice, plus (y) accrued professional compensation incurred after the first business day following delivery by the DIP agent of a carve-out trigger notice in an amount not to exceed $1,000,000. A copy of the Final DIP Order is available at https://is.gd/G795ky from PacerMonitor.com free of charge. About VIP Cinema VIP Cinema is the largest manufacturer of luxury movie-theatre seating in the U.S. with 70% of the domestic market share. Steve Simons started VIP in 2008 as a residential furniture manufacturer based in New Albany, Mississippi. VIP was later amongst the first in the U.S. to introduce and sell to exhibitors a premium, reclining movie theatre chair, to replace and upgrade existing low-profile, metal chairs. VIP began ramping up production and created a "first-mover advantage" by working closely with and becoming a key supplier to AMC Theatres. VIP Cinema Holdings and 4 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10344) on Feb. 18, 2020 with a prepackaged plan that would cut $200 million of funded debt in half. VIP Cinema was estimated to have at least $100 million in assets and liabilities as of the filing. VIP tapped the law firm of Ropes & Gray LLP, as the Company's counsel; UBS Securities LLC, as the Company's investment banker; and AP Services LLC as financial advisor. Omni Agent Solutions is the claims agent. VISUAL COMFORT: S&P Alters Outlook to Negative, Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating, 'B' issue-level and '3' recovery ratings on U.S.-based Visual Comfort & Co.'s senior secured facility; and revised its ratings outlook to negative from stable. Worsening macroeconomic conditions and S&P's expectation of a prolonged recovery will likely hurt operating performance. S&P's negative outlook reflects the elevated risk of credit metric deterioration as macroeconomic conditions continue to worsen, leading to increased risk of elevated leverage. Efforts to contain the spread of the coronavirus, including nonessential store closures and stay-at-home orders, have resulted in extraordinary unemployment claims. These measures have also directly affected the company, which has closed showrooms around the country, and will weaken discretionary spending. Additionally, housing starts--from which company derives approximately 25% of its revenues--declined by over 20% in March 2020 from February. Although various states are in the early phases of reopening, S&P expects the economic recovery to be slow and consumer discretionary spending to dampen. S&P expects full-year 2020 U.S. GDP decline of 5.2%, with a decline of 34.6% in the second quarter. Additionally, the rating agency expects residential construction to decline by 6.1% in fiscal 2020. Reduced consumer discretionary spending and higher unemployment will result in delays of repair and remodeling projects, which make up approximately 60% of the company's revenues. Additionally, consumers could trade down to lower price points, which would hurt the company's profitability, particularly as its premium segment had been a major driver of growth through fiscal 2019. Despite its outsourced manufacturing model, the company does have some significant fixed costs primarily due to its distribution centers. As such, operating leverage will also decline, further reducing profitability. For fiscal 2020, S&P expects leverage of 6.5x-7x, which includes a substantial first-quarter drawdown of the revolver to increase available liquidity, compared to leverage of 4x-4.5x in fiscal 2019. S&P expects positive free cash flow generation and adequate liquidity in its base case scenario for fiscal 2020. Despite its expectations for weak performance though fiscal 2020, S&P expects the company to generate positive free cash flow due to some resilience in its remodeling and repair revenues and lowered capex, and maintain adequate liquidity. The company drew down about $54 million of its revolver in the first quarter of fiscal 2020 to ensure stronger balance sheet liquidity. S&P does not expect the company to use these proceeds in the rating agency's base case, though leverage will be temporarily elevated in fiscal 2020 as a result. S&P expects the company to adjust its cost structure to adapt to a lower demand environment and defer capital projects, lowering capital expenditures to about $10 million for fiscal 2020 from approximately $15 million in fiscal 2019. Additionally, S&P expects the company to closely monitor its working capital, particularly as some of its smaller customers ask for extended terms due to store closures. S&P expects the company to continue maintaining adjusted leverage of 5x-6x over the long term. Under its base case, S&P expects economic conditions to improve in 2021. However, S&P acknowledges that if the virus pressures persist, a recovery could take longer. S&P's economists forecast a recovery of the residential housing market and stabilization of new housing starts to 1.3 million from 1.2 million from 2020. This would support a substantial paydown of the revolver, resulting in leverage of 5.5x-6x in fiscal 2021. The company had fully repaid its $140 million second-lien term loan in fiscal 2019, which had decreased leverage to below 5x. Despite this, S&P expects longer-term leverage to be maintained in the 5x-6x range due to the company's financial sponsor ownership. S&P believes the company could make a debt-funded acquisition to expand its scale in the fragmented lighting space, as it had with the Visual Comfort acquisition in 2017, or relever its balance sheet to pay a dividend to the sponsor. The negative outlook reflects the risk that S&P could lower the ratings over the next 12 months if operating performance deteriorates and macroeconomic conditions remain poor. "We could lower the ratings if the U.S. housing market weakens and consumer demand for the company's products fall substantially, leading to sustained double-digit-percent declines in revenues and EBITDA margin contraction to the mid- to low-teens area such that leverage would be sustained above 7x. We would also consider a lower rating if the company generates minimal free cash flow," S&P said. "We could revise the outlook to stable if we expect the company can sustain profitability and that macroeconomic conditions will improve, such that leverage doesn't deviate from historical thresholds of below 6x," S&P said. VTV THERAPEUTICS: Incurs $4.72 Million Net Loss in First Quarter ---------------------------------------------------------------- vTv Therapeutics Inc. reported a net loss attributable to the company of $4.72 million on $8,000 of revenue for the three months ended March 31, 2020, compared to a net loss attributable to the company of $2.15 million on $921,000 of revenue for the three months ended March 31, 2019. "In spite of the challenges presented by the COVID-19 pandemic, we are encouraged by the continued progress we made this past quarter with our two key late stage clinical programs for TTP399 for the treatment of type 1 diabetes and azeliragon for the treatment of Alzheimer's disease in patients with type 2 diabetes," said Steve Holcombe, chief executive officer. "With respect to TTP399, we are engaging with the FDA regarding our proposed pivotal study development plan to seek regulatory approval for this oral adjunct therapy to insulin. Additionally, we continue to enroll patients in the Elevage study of azeliragon and are considering various strategies to maintain our expected timelines for announcing certain study results in the first half of next year." As of March 31, 2020, the Company had $7.39 million in total assets, $17.01 million in total liabilities, $52.19 million in redeemable noncontrolling interest, and a total stockholders' deficit attributable to the company of $61.82 million. The Company's cash position as of March 31, 2020, was $2.9 million compared to $4.3 million as of Dec. 31, 2019. Of these amounts, $2.5 million was restricted due to the requirements of its Loan Agreement. However, the requirement to maintain this level of minimum cash was temporarily eliminated effective April 1, 2020 in connection with the Second Amendment to the Loan Agreement. Research and development expenses were relatively consistent between periods with $4.2 million in the first quarter of 2020 and $4.4 million in the fourth quarter of 2019. General and administrative expenses were $2.5 million for the first quarter of 2020 and $2.0 million for the fourth quarter of 2019, respectively. The increase in these costs was primarily attributable to increased professional and legal fees incurred in the first quarter of 2020. vtv Therapeutics said, "To date, the Company has not generated any product revenue and has not achieved profitable operations. The continuing development of our drug candidates will require additional financing. From its inception through March 31, 2020, the Company has funded its operations primarily through a combination of private placements of common and preferred equity, research collaboration agreements, upfront and milestone payments for license agreements, debt and equity financings and the completion of its IPO in August 2015. As of March 31, 2020, the Company had an accumulated deficit of $252.7 million and has generated net losses in each year of its existence." As of March 31, 2020, the Company's liquidity sources included cash and cash equivalents of $0.4 million and $4.0 million of remaining funds available under the Letter Agreements. In connection with the amendment to the Company's Loan Agreement on April 1, 2020, the Company is no longer required to maintain a minimum cash balance until July 1, 2020 and is required to make payments of interest only during this time. This will provide additional funding to the Company on a short-term basis. Based on the Company's current operating plan, management believes that its current cash and cash equivalents and the remaining funds available under the Letter Agreements will allow the Company to meet its liquidity requirements into June 2020, which is less than twelve months from the issuance of these Condensed Consolidated Financial Statements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company is evaluating several financing strategies to provide continued funding which may include additional direct equity investments or future public offerings of its common stock. The timing and availability of such financing is not yet known. A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/9rI2CY About vTv Therapeutics vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company focused on developing oral small molecule drug candidates. vTv has a pipeline of clinical drug candidates led by programs for the treatment of type 1 diabetes, Alzheimer's disease, and inflammatory disorders. vTv's development partners are pursuing additional indications in type 2 diabetes, chronic obstructive pulmonary disease (COPD), and genetic mitochondrial diseases. vTv Therapeutics reported a net loss attributable to common shareholders of $17.91 million for the year ended Dec. 31, 2019 compared to a net loss attributable to common shareholders of $8.65 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $9.27 million in total assets, $18.11 million in total liabilities, $40.18 million in redeemable noncontrolling interest, and a total stockholders' deficit attributable to the company of $49.02 million. Ernst & Young LLP, in Raleigh, North Carolina, the Company's auditor since 2000, issued a "going concern" qualification in its report dated Feb. 20, 2020 citing that to date, the Company has not generated any product revenue, has not achieved profitable operations, has insufficient liquidity to sustain operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. WHITING PETROLEUM: To Issue 97% of New Common Stock to Unsecureds ----------------------------------------------------------------- Whiting Petroleum Corporation and its debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a Disclosure Statement relating to the Joint Chapter 11 Plan of Reorganization dated April 23, 2020. The Debtors' assets are predominately mature properties with stable, high-quality, oil-weighted production. The Debtors' operating revenue for the twelve-month period that ended Dec. 31, 2019 was approximately $1.6 billion, and, as of the Petition Date, the Debtors had approximately $3.4 billion in total funded debt obligations. On March 23, 2020, the Debtors drew down $650 million under the RBL Facility. The Debtors commenced discussions with the RBL Lenders regarding the Debtors' anticipated path forward. The Debtors also engaged with the Ad Hoc Committee of Noteholders. The Debtors' discussions with the RBL Lenders and the Ad Hoc Committee of Noteholders included whether to pay off the 2020 convertible notes at maturity on April 1, 2020, which the Ad Hoc Committee of Noteholders informed the Debtors in writing its members opposed in favor of a comprehensive restructuring premised on a debt-for-equity swap that would leave the holders of the Debtors' convertible notes and senior unsecured notes with substantially all of Whiting's equity. The Consenting Creditors have agreed to support the Plan and not pursue litigation claims or other strategies in the Chapter 11 Cases in opposition to the Plan or the consensual restructuring contemplated. The Exit Facility Lenders provided valuable exit financing to the Debtors’ Estates on the best available economic terms. The Plan provides that 97% of the New Common Stock will be issued to holders of General Unsecured Claims, while the remaining 3% of the New Common Stock shall be issued to holders of Allowed Existing Interests and Allowed Section 510(b) Claims. The Plan provides that the New Warrants-A and the New Warrants-B shall be issued to holders of Existing Interests. To fund the Reorganized Debtors' operations upon emergence from the Chapter 11 Cases, on the Effective Date the applicable Reorganized Debtors will enter into the Exit Facility. The Debtors believe the Exit Facility will allow them to operate with stability, and successfully fund a go-forward business plan that fully harnesses the benefits of the Plan. A full-text copy of the Disclosure Statement dated April 23, 2020, is available at https://tinyurl.com/yd7hmbwn from PacerMonitor at no charge. Proposed Co-Counsel to the Debtors: JACKSON WALKER L.L.P. Matthew D. Cavenaugh Jennifer F. Wertz Veronica A. Polnick 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: mcavenaugh@jw.com jwertz@jw.com vpolnick@jw.com - and - KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP Gregory F. Pesce 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: gregory.pesce@kirkland.com - and - Stephen Hessler, P.C. 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: stephen.hessler@kirkland.com - and - KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP Brian Schartz, P.C. Anna Rotman, P.C. 609 Main Street Houston, Texas 77002 Telephone: (713) 836-3600 Facsimile: (713) 836-3601 E-mail: brian.schartz@kirkland.com anna.rotman@kirkland.com About Whiting Petroleum Corporation Whiting Petroleum Corporation, a Delaware corporation -- http://www.whiting.com/-- is an independent oil and gas company that explores for, develops, acquires and produces crude oil, natural gas and natural gas liquids primarily in the Rocky Mountain region of the United States. Its largest projects are in the Bakken and Three Forks plays in North Dakota and Niobrara play in northeast Colorado. Whiting Petroleum trades publicly under the symbol WLL on the New York Stock Exchange. Whiting Petroleum and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32021) on April 1, 2020. At the time of the filing, Debtors disclosed $7,636,721,000 in assets and $3,611,750,000 in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Jackson Walker L.L.P. as legal counsel; Moelis & Company as investment banker; Alvarez & Marsal as financial advisor; Stretto as claims and solicitation agent, and administrative advisor; and KPMG LLP US as tax consultant. WILLIAM CARTER: S&P Rates $400MM Senior Unsecured Notes 'BB+' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating to Carter's Inc. subsidiary The William Carter Co.'s proposed $400 million senior unsecured notes due in 2025. The recovery rating is '3', indicating its expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. While the unsecured notes have more than 65% of calculated recovery prospects, S&P caps the recovery rating at '3' due to the company's ability to pledge security to raise new debt ahead of the unsecured notes. S&P expects the company to use the proceeds from the notes to pay down a portion of the revolver balance and use the rest for general corporate purposes. The William Carter Co. is issuing the proposed notes and they are guaranteed by Carter's Inc. and substantially all restricted subsidiaries that guarantee the credit facility. At the same time, S&P is affirming its 'BB+' issue credit rating and '3' recovery rating on the company's existing $500 million unsecured notes due in 2027. Reported debt outstanding pro forma for the proposed transaction will be approximately $1.4 billion, including approximately $550 million drawn on its $750 million revolving credit facility, and have approximately $1.2 billion of liquidity including cash and revolver availability on its balance sheet. "Our ratings on Carter's reflect our expectation that the company's sales and profitability will decline significantly in the upcoming quarters due to store closures and a drop in consumer spending on nonessential items because of the COVID-19 pandemic and the related economic recession. We also believe the company will recover faster than its fashion-oriented, adult apparel peers because babies and young children outgrow clothes quickly. Parents will need to replenish and newborns will continue to add to demand. We forecast the company's leverage will temporarily exceed 3x in 2020," S&P said. WOLVERINE WORLD WIDE: S&P Rates $300MM Senior Unsecured Notes BB- ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '5' recovery rating to Wolverine World Wide Inc.'s (WWW) proposed $300 million senior unsecured notes due 2025. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 15%) recovery in the event of a payment default. S&P expects the company to use the proceeds from these notes to pay down a portion of its outstanding revolver borrowings. The proposed notes will be issued by Wolverine World Wide Inc. and guaranteed by substantially all of its domestic subsidiaries. The issuance will rank pari passu with the company's existing senior unsecured notes. At the same time, S&P lowered its issue-level rating on WWW's existing $250 million unsecured notes due 2026 to 'BB-' from 'BB' and revised our recovery rating to '5' from '4'. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 15%) recovery in the event of a payment default. The revised recovery rating reflects the diminished recovery prospects for the existing noteholders following the new note offering. "In addition to the proposed note offering, the company is issuing a $171 million 364-day first-lien term loan (not rated). Consequently, S&P lowered its issue-level rating on WWW's first-lien credit facility (comprising a $800 million revolver and a $200 million term loan A with $188 million outstanding, both due in 2023) to 'BB+' from 'BBB-' and revised our recovery rating to '2' from '1'. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 80%) recovery in the event of a payment default. S&P expects the company to use the proceeds from this facility to pay down a portion of the outstanding borrowings under its revolver and add any remaining cash to its balance sheet, which will further supplement its liquidity position. Although the 364-day credit facility is short-term debt, S&P views it as permanent capital for the purposes of our recovery analysis and assume that it will be refinanced at maturity. This is rooted in our view that the company will likely replace the facility with long-term debt as its credit position deteriorates on its path to default. S&P will reassess its recovery ratings if the company pays down the 364-days first-lien facility upon its maturity. "Our ratings on WWW (BB/Negative/--) reflect our expectation that the company's sales and profitability will decline significantly in the upcoming quarters due to the store closures and decline in consumer spending on nonessential items because of the coronavirus pandemic and related economic recession. S&P forecasts that the company's leverage will peak at more than 4x in 2020 before decreasing to the 3x area in 2021. The negative outlook reflects the potential that S&P will lower its rating on WWW if it believes the company will sustain leverage of more than 4x in 2021. XG SCIENCES: RSM US LLP Raises Going Concern Doubt -------------------------------------------------- XG Sciences, Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $9,777,649 on $1,369,556 of total revenues for the year ended Dec. 31, 2019, compared to a net loss of $7,919,616 on $4,301,820 of total revenues for the year ended in 2018. The audit report of RSM US LLP states that the Company has suffered recurring losses from operations and negative cash flows. The Company's existing cash on hand, operating cash flows, additional borrowings and restructured debt obligations may not support the operations of the business over the next twelve months. This raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2019, showed total assets of $8,542,000, total liabilities of $10,688,797, and a total stockholders' deficit of $2,146,797. A copy of the Form 10-K is available at: https://is.gd/F7FCK4 XG Sciences, Inc. manufactures graphene nanoplatelets, using two proprietary manufacturing processes to split natural flakes of crystalline graphite into very small and thin particles, which it sells as xGnP(R) graphene nanoplatelets. The Company is based in Lansing, Michigan. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABBVIE INC ABBV US 91,199.0 (7,415.0) 35,287.0 ABBVIE INC 4AB TE 91,199.0 (7,415.0) 35,287.0 ABBVIE INC ABBV AV 91,199.0 (7,415.0) 35,287.0 ABBVIE INC 4AB GZ 91,199.0 (7,415.0) 35,287.0 ABBVIE INC 4AB TH 91,199.0 (7,415.0) 35,287.0 ABBVIE INC ABBVEUR EU 91,199.0 (7,415.0) 35,287.0 ABBVIE INC 4AB QT 91,199.0 (7,415.0) 35,287.0 ABBVIE INC 4AB GR 91,199.0 (7,415.0) 35,287.0 ABBVIE INC ABBV SW 91,199.0 (7,415.0) 35,287.0 ABBVIE INC ABBV* MM 91,199.0 (7,415.0) 35,287.0 ABBVIE INC-BDR ABBV34 BZ 91,199.0 (7,415.0) 35,287.0 ABSOLUTE SOFTWRE ALSWF US 105.1 (46.5) (26.7) ABSOLUTE SOFTWRE ABT CN 105.1 (46.5) (26.7) ABSOLUTE SOFTWRE OU1 GR 105.1 (46.5) (26.7) ABSOLUTE SOFTWRE ABT2EUR EU 105.1 (46.5) (26.7) ACCELERATE DIAGN 1A8 GR 120.0 (22.9) 100.1 ACCELERATE DIAGN AXDX US 120.0 (22.9) 100.1 ACCELERATE DIAGN 1A8 SW 120.0 (22.9) 100.1 ACCELERATE DIAGN AXDX* MM 120.0 (22.9) 100.1 ADAPTHEALTH CORP AHCO US 661.8 (29.4) 3.4 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIR-BDR AALL34 BZ 58,580.0 (2,636.0) (12,038.0) AMERICAN AIRLINE AAL TE 58,580.0 (2,636.0) (12,038.0) AMERICAN AIRLINE A1G SW 58,580.0 (2,636.0) (12,038.0) AMERICAN AIRLINE A1G GZ 58,580.0 (2,636.0) (12,038.0) AMERICAN AIRLINE AAL11EUR EU 58,580.0 (2,636.0) (12,038.0) AMERICAN AIRLINE AAL AV 58,580.0 (2,636.0) (12,038.0) AMERICAN AIRLINE A1G QT 58,580.0 (2,636.0) (12,038.0) AMERICAN AIRLINE AAL US 58,580.0 (2,636.0) (12,038.0) AMERICAN AIRLINE A1G GR 58,580.0 (2,636.0) (12,038.0) AMERICAN AIRLINE AAL* MM 58,580.0 (2,636.0) (12,038.0) AMERICAN AIRLINE A1G TH 58,580.0 (2,636.0) (12,038.0) AQUESTIVE THERAP AQST US 64.5 (20.8) 35.7 AUTODESK I - BDR A1UT34 BZ 6,179.3 (139.1) (559.9) AUTODESK INC AUD GR 6,179.3 (139.1) (559.9) AUTODESK INC ADSK US 6,179.3 (139.1) (559.9) AUTODESK INC AUD TH 6,179.3 (139.1) (559.9) AUTODESK INC ADSKEUR EU 6,179.3 (139.1) (559.9) AUTODESK INC ADSK TE 6,179.3 (139.1) (559.9) AUTODESK INC AUD GZ 6,179.3 (139.1) (559.9) AUTODESK INC ADSK AV 6,179.3 (139.1) (559.9) AUTODESK INC ADSK* MM 6,179.3 (139.1) (559.9) AUTODESK INC AUD QT 6,179.3 (139.1) (559.9) AUTOZONE INC AZ5 GR 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZ5 TH 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZO US 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZ5 GZ 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZOEUR EU 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZ5 QT 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZO AV 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZ5 TE 12,863.7 (1,711.1) (479.0) AUTOZONE INC AZO* MM 12,863.7 (1,711.1) (479.0) AVID TECHNOLOGY AVID US 304.3 (155.1) (3.5) AVID TECHNOLOGY AVD GR 304.3 (155.1) (3.5) BENEFITFOCUS INC BNFTEUR EU 331.7 (25.6) 110.6 BENEFITFOCUS INC BNFT US 331.7 (25.6) 110.6 BENEFITFOCUS INC BTF GR 331.7 (25.6) 110.6 BJ'S WHOLESALE C 8BJ GR 5,269.8 (54.3) (441.4) BJ'S WHOLESALE C 8BJ TH 5,269.8 (54.3) (441.4) BJ'S WHOLESALE C 8BJ QT 5,269.8 (54.3) (441.4) BJ'S WHOLESALE C BJ US 5,269.8 (54.3) (441.4) BLOOM ENERGY C-A 1ZB GR 1,322.6 (167.9) (101.3) BLOOM ENERGY C-A BE1EUR EU 1,322.6 (167.9) (101.3) BLOOM ENERGY C-A 1ZB QT 1,322.6 (167.9) (101.3) BLOOM ENERGY C-A 1ZB TH 1,322.6 (167.9) (101.3) BLOOM ENERGY C-A BE US 1,322.6 (167.9) (101.3) BLUE BIRD CORP 4RB GR 360.9 (67.9) 29.9 BLUE BIRD CORP 4RB GZ 360.9 (67.9) 29.9 BLUE BIRD CORP BLBDEUR EU 360.9 (67.9) 29.9 BLUE BIRD CORP BLBD US 360.9 (67.9) 29.9 BOEING CO-BDR BOEI34 BZ 143,075.0 (9,360.0) 16,509.0 BOEING CO-CED BA AR 143,075.0 (9,360.0) 16,509.0 BOEING CO-CED BAD AR 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BCO GR 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BAEUR EU 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BA EU 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BOE LN 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BCO TH 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BOEI BB 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BA US 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BA SW 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BA* MM 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BA TE 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BAUSD SW 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BCO GZ 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BA AV 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BCO QT 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE BA CI 143,075.0 (9,360.0) 16,509.0 BOEING CO/THE TR TCXBOE AU 143,075.0 (9,360.0) 16,509.0 BOMBARDIER INC-B BBDBN MM 24,127.0 (5,365.0) (1,093.0) BRAINSTORM CELL GHDN GR 6.5 (12.2) (14.3) BRAINSTORM CELL BCLI US 6.5 (12.2) (14.3) BRAINSTORM CELL GHDN TH 6.5 (12.2) (14.3) BRAINSTORM CELL GHDN QT 6.5 (12.2) (14.3) BRAINSTORM CELL GHDN GZ 6.5 (12.2) (14.3) BRAINSTORM CELL BCLIEUR EU 6.5 (12.2) (14.3) BRINKER INTL EAT US 2,585.4 (574.7) (204.7) BRINKER INTL BKJ GR 2,585.4 (574.7) (204.7) BRINKER INTL BKJ QT 2,585.4 (574.7) (204.7) BRINKER INTL EAT2EUR EU 2,585.4 (574.7) (204.7) BRP 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FAIR LP FUN1EUR EU 2,389.5 (274.2) (84.9) CEDAR FAIR LP FUN US 2,389.5 (274.2) (84.9) CHEWY INC- CL A CHWY US 932.3 (404.0) (470.7) CHOICE HOTELS CZH GR 1,386.7 (23.5) (89.3) CHOICE HOTELS CHH US 1,386.7 (23.5) (89.3) CINCINNATI BELL CBB US 2,599.6 (188.7) (124.9) CINCINNATI BELL CIB1 GR 2,599.6 (188.7) (124.9) CINCINNATI BELL CBBEUR EU 2,599.6 (188.7) (124.9) CITRIX SYS BDR C1TX34 BZ 4,331.2 (218.9) (413.0) CITRIX SYSTEMS CTX TH 4,331.2 (218.9) (413.0) CITRIX SYSTEMS CTXS TE 4,331.2 (218.9) (413.0) CITRIX SYSTEMS CTXS US 4,331.2 (218.9) (413.0) CITRIX SYSTEMS CTX GR 4,331.2 (218.9) (413.0) CITRIX SYSTEMS CTXS* MM 4,331.2 (218.9) (413.0) CITRIX SYSTEMS CTX GZ 4,331.2 (218.9) (413.0) CITRIX SYSTEMS CTXS AV 4,331.2 (218.9) (413.0) CITRIX SYSTEMS CTXSEUR EU 4,331.2 (218.9) (413.0) CITRIX SYSTEMS CTX QT 4,331.2 (218.9) (413.0) CITRIX SYSTEMS CTXS SW 4,331.2 (218.9) (413.0) CLOVIS ONCOLOGY C6O GR 601.8 (127.0) 179.1 CLOVIS ONCOLOGY CLVS US 601.8 (127.0) 179.1 CLOVIS ONCOLOGY C6O QT 601.8 (127.0) 179.1 CLOVIS ONCOLOGY C6O TH 601.8 (127.0) 179.1 CLOVIS ONCOLOGY CLVSEUR EU 601.8 (127.0) 179.1 COGENT COMMUNICA CCOI US 913.6 (222.2) 366.4 COGENT COMMUNICA OGM1 GR 913.6 (222.2) 366.4 COGENT COMMUNICA CCOIEUR EU 913.6 (222.2) 366.4 COGENT COMMUNICA CCOI* MM 913.6 (222.2) 366.4 CYTOKINETICS INC KK3A GR 256.6 (45.7) 205.2 CYTOKINETICS INC CYTK US 256.6 (45.7) 205.2 CYTOKINETICS INC KK3A TH 256.6 (45.7) 205.2 CYTOKINETICS INC KK3A QT 256.6 (45.7) 205.2 CYTOKINETICS INC CYTKEUR EU 256.6 (45.7) 205.2 DELEK LOGISTICS DKL US 744.4 (151.1) (1.5) DENNY'S CORP DENN US 460.4 (138.1) (42.8) DENNY'S CORP DENNEUR EU 460.4 (138.1) (42.8) DENNY'S CORP DE8 GR 460.4 (138.1) (42.8) DIEBOLD NIXDORF DBD SW 3,838.8 (710.6) 399.7 DIEBOLD NIXDORF DBDEUR EU 3,838.8 (710.6) 399.7 DIEBOLD NIXDORF DBD GR 3,838.8 (710.6) 399.7 DIEBOLD NIXDORF DBD US 3,838.8 (710.6) 399.7 DIEBOLD NIXDORF DLD TH 3,838.8 (710.6) 399.7 DIEBOLD NIXDORF DLD QT 3,838.8 (710.6) 399.7 DINE BRANDS GLOB DIN US 2,185.5 (236.4) 209.4 DINE BRANDS GLOB IHP GR 2,185.5 (236.4) 209.4 DOCEBO INC DCBO CN 20.3 (18.6) (12.9) DOCEBO INC DCBOF US 20.3 (18.6) (12.9) DOLLARAMA INC DOL CN 3,716.5 (92.2) (328.0) DOLLARAMA INC DR3 GR 3,716.5 (92.2) (328.0) DOLLARAMA INC DLMAF US 3,716.5 (92.2) (328.0) DOLLARAMA INC DOLEUR EU 3,716.5 (92.2) (328.0) DOLLARAMA INC DR3 GZ 3,716.5 (92.2) (328.0) DOLLARAMA INC DR3 TH 3,716.5 (92.2) (328.0) DOLLARAMA INC DR3 QT 3,716.5 (92.2) (328.0) DOMINO'S PIZZA EZV GR 1,389.9 (3,392.2) 342.2 DOMINO'S PIZZA DPZ US 1,389.9 (3,392.2) 342.2 DOMINO'S PIZZA EZV SW 1,389.9 (3,392.2) 342.2 DOMINO'S PIZZA EZV TH 1,389.9 (3,392.2) 342.2 DOMINO'S PIZZA DPZEUR EU 1,389.9 (3,392.2) 342.2 DOMINO'S PIZZA EZV GZ 1,389.9 (3,392.2) 342.2 DOMINO'S PIZZA EZV QT 1,389.9 (3,392.2) 342.2 DOMINO'S PIZZA DPZ AV 1,389.9 (3,392.2) 342.2 DOMINO'S PIZZA DPZ* MM 1,389.9 (3,392.2) 342.2 DOMO INC- CL B 1ON GR 216.7 (49.2) 18.2 DOMO INC- CL B 1ON GZ 216.7 (49.2) 18.2 DOMO INC- CL B DOMOEUR EU 216.7 (49.2) 18.2 DOMO INC- CL B 1ON TH 216.7 (49.2) 18.2 DOMO INC- CL B DOMO US 216.7 (49.2) 18.2 DUNKIN' BRANDS G 2DB GR 3,877.3 (636.3) 287.2 DUNKIN' BRANDS G 2DB TH 3,877.3 (636.3) 287.2 DUNKIN' BRANDS G DNKN US 3,877.3 (636.3) 287.2 DUNKIN' BRANDS G DNKNEUR EU 3,877.3 (636.3) 287.2 DUNKIN' BRANDS G 2DB QT 3,877.3 (636.3) 287.2 DUNKIN' BRANDS G 2DB GZ 3,877.3 (636.3) 287.2 EMISPHERE TECH EMIS US 5.2 (155.3) (1.4) ESPERION THERAPE ESPR US 179.6 (50.2) 99.2 ESPERION THERAPE 0ET TH 179.6 (50.2) 99.2 ESPERION THERAPE ESPREUR EU 179.6 (50.2) 99.2 ESPERION THERAPE 0ET QT 179.6 (50.2) 99.2 ESPERION THERAPE 0ET GR 179.6 (50.2) 99.2 FLEXION THERAPEU FLXNEUR EU 204.6 (52.3) 159.5 FLEXION THERAPEU F02 TH 204.6 (52.3) 159.5 FLEXION THERAPEU F02 QT 204.6 (52.3) 159.5 FLEXION THERAPEU FLXN US 204.6 (52.3) 159.5 FLEXION THERAPEU F02 GR 204.6 (52.3) 159.5 FRONTDOOR IN FTDR US 1,291.0 (178.0) 113.0 FRONTDOOR IN 3I5 GR 1,291.0 (178.0) 113.0 FRONTDOOR IN FTDREUR EU 1,291.0 (178.0) 113.0 GLOBALSCAPE INC GSB US 34.6 (36.3) (7.5) GLOBALSCAPE INC 32X GR 34.6 (36.3) (7.5) GOLDEN STAR RES GSC CN 374.1 (32.1) (16.6) GOOSEHEAD INSU-A GSHD US 75.9 (30.0) 13.9 GOOSEHEAD INSU-A 2OX GR 75.9 (30.0) 13.9 GOOSEHEAD INSU-A GSHDEUR EU 75.9 (30.0) 13.9 GRAFTECH INTERNA EAF US 1,534.2 (680.4) 483.6 GRAFTECH INTERNA G6G GR 1,534.2 (680.4) 483.6 GRAFTECH INTERNA EAFEUR EU 1,534.2 (680.4) 483.6 GRAFTECH INTERNA G6G TH 1,534.2 (680.4) 483.6 GRAFTECH INTERNA G6G QT 1,534.2 (680.4) 483.6 GRAFTECH INTERNA G6G GZ 1,534.2 (680.4) 483.6 GREENSKY INC-A GSKY US 951.0 (54.9) 285.5 H&R BLOCK - BDR H1RB34 BZ 3,452.4 (318.4) (35.7) H&R BLOCK INC HRB US 3,452.4 (318.4) (35.7) H&R BLOCK INC HRB GR 3,452.4 (318.4) (35.7) H&R BLOCK INC HRB TH 3,452.4 (318.4) (35.7) H&R BLOCK INC HRB QT 3,452.4 (318.4) (35.7) H&R BLOCK INC HRBEUR EU 3,452.4 (318.4) (35.7) HANGER INC HNGR US 869.2 (16.0) 163.1 HANGER INC HO8 GR 869.2 (16.0) 163.1 HANGER INC HNGREUR EU 869.2 (16.0) 163.1 HCA HEALTHC-BDR H1CA34 BZ 45,421.0 (703.0) 3,997.0 HCA HEALTHCARE I 2BH TH 45,421.0 (703.0) 3,997.0 HCA HEALTHCARE I HCA US 45,421.0 (703.0) 3,997.0 HCA HEALTHCARE I 2BH GR 45,421.0 (703.0) 3,997.0 HCA HEALTHCARE I HCA* MM 45,421.0 (703.0) 3,997.0 HCA HEALTHCARE I HCAEUR EU 45,421.0 (703.0) 3,997.0 HCA HEALTHCARE I 2BH TE 45,421.0 (703.0) 3,997.0 HERBALIFE NUTRIT HOO GR 2,715.3 (388.5) 587.3 HERBALIFE NUTRIT HLF US 2,715.3 (388.5) 587.3 HERBALIFE NUTRIT HOO GZ 2,715.3 (388.5) 587.3 HERBALIFE NUTRIT HLFEUR EU 2,715.3 (388.5) 587.3 HERBALIFE NUTRIT HOO QT 2,715.3 (388.5) 587.3 HEWLETT-CEDEAR HPQ AR 31,656.0 (1,634.0) (6,390.0) HEWLETT-CEDEAR HPQC AR 31,656.0 (1,634.0) (6,390.0) HEWLETT-CEDEAR HPQD AR 31,656.0 (1,634.0) (6,390.0) HILTON WORLD-BDR H1LT34 BZ 15,788.0 (904.0) 929.0 HILTON WORLDWIDE HI91 SW 15,788.0 (904.0) 929.0 HILTON WORLDWIDE HLT* MM 15,788.0 (904.0) 929.0 HILTON WORLDWIDE HLT US 15,788.0 (904.0) 929.0 HILTON WORLDWIDE HLTEUR EU 15,788.0 (904.0) 929.0 HILTON WORLDWIDE HLTW AV 15,788.0 (904.0) 929.0 HILTON WORLDWIDE HI91 TE 15,788.0 (904.0) 929.0 HILTON WORLDWIDE HI91 TH 15,788.0 (904.0) 929.0 HILTON WORLDWIDE HI91 GR 15,788.0 (904.0) 929.0 HOME DEPOT - BDR HOME34 BZ 51,236.0 (3,116.0) 1,435.0 HOME DEPOT INC HD TE 51,236.0 (3,116.0) 1,435.0 HOME DEPOT INC HDI TH 51,236.0 (3,116.0) 1,435.0 HOME DEPOT INC HDI GR 51,236.0 (3,116.0) 1,435.0 HOME DEPOT INC HD US 51,236.0 (3,116.0) 1,435.0 HOME DEPOT INC HD* MM 51,236.0 (3,116.0) 1,435.0 HOME DEPOT INC HDUSD SW 51,236.0 (3,116.0) 1,435.0 HOME DEPOT INC HDI GZ 51,236.0 (3,116.0) 1,435.0 HOME DEPOT INC HD AV 51,236.0 (3,116.0) 1,435.0 HOME DEPOT INC 0R1G LN 51,236.0 (3,116.0) 1,435.0 HOME DEPOT INC HDEUR EU 51,236.0 (3,116.0) 1,435.0 HOME DEPOT INC HDI QT 51,236.0 (3,116.0) 1,435.0 HOME DEPOT INC HD SW 51,236.0 (3,116.0) 1,435.0 HOME DEPOT INC HD CI 51,236.0 (3,116.0) 1,435.0 HOME DEPOT-CED HDD AR 51,236.0 (3,116.0) 1,435.0 HOME DEPOT-CED HD AR 51,236.0 (3,116.0) 1,435.0 HOME DEPOT-CED HDC AR 51,236.0 (3,116.0) 1,435.0 HP COMPANY-BDR HPQB34 BZ 31,656.0 (1,634.0) (6,390.0) HP INC HPQ US 31,656.0 (1,634.0) (6,390.0) HP INC 7HP TH 31,656.0 (1,634.0) (6,390.0) HP INC 7HP GR 31,656.0 (1,634.0) (6,390.0) HP INC HPQ TE 31,656.0 (1,634.0) (6,390.0) HP INC HPQUSD SW 31,656.0 (1,634.0) (6,390.0) HP INC HPQEUR EU 31,656.0 (1,634.0) (6,390.0) HP INC 7HP GZ 31,656.0 (1,634.0) (6,390.0) HP INC HPQ* MM 31,656.0 (1,634.0) (6,390.0) HP INC HWP QT 31,656.0 (1,634.0) (6,390.0) HP INC HPQ AV 31,656.0 (1,634.0) (6,390.0) HP INC HPQ SW 31,656.0 (1,634.0) (6,390.0) HP INC HPQ CI 31,656.0 (1,634.0) (6,390.0) IAA INC IAA US 2,215.5 (103.6) 256.2 IAA INC 3NI GR 2,215.5 (103.6) 256.2 IAA INC IAA-WEUR EU 2,215.5 (103.6) 256.2 IMMUNOGEN INC IMU TH 298.8 (4.1) 213.3 IMMUNOGEN INC IMU GR 298.8 (4.1) 213.3 IMMUNOGEN INC IMGN US 298.8 (4.1) 213.3 IMMUNOGEN INC IMGNEUR EU 298.8 (4.1) 213.3 IMMUNOGEN INC IMU GZ 298.8 (4.1) 213.3 IMMUNOGEN INC IMU QT 298.8 (4.1) 213.3 IMMUNOGEN INC IMGN* MM 298.8 (4.1) 213.3 INSPERITY INC ASF GR 1,522.4 (3.3) 190.8 INSPERITY INC NSP US 1,522.4 (3.3) 190.8 IRONWOOD PHARMAC I76 GR 404.0 (71.6) 306.3 IRONWOOD PHARMAC I76 TH 404.0 (71.6) 306.3 IRONWOOD PHARMAC IRWD US 404.0 (71.6) 306.3 IRONWOOD PHARMAC I76 QT 404.0 (71.6) 306.3 IRONWOOD PHARMAC IRWDEUR EU 404.0 (71.6) 306.3 JACK IN THE BOX JBX GR 1,690.3 (841.2) (196.0) JACK IN THE BOX JACK US 1,690.3 (841.2) (196.0) JACK IN THE BOX JBX GZ 1,690.3 (841.2) (196.0) JACK IN THE BOX JBX QT 1,690.3 (841.2) (196.0) JACK IN THE BOX JACK1EUR EU 1,690.3 (841.2) (196.0) JOSEMARIA RESOUR JOSES I2 18.7 (16.4) (20.9) JOSEMARIA RESOUR JOSE SS 18.7 (16.4) (20.9) JOSEMARIA RESOUR NGQSEK EU 18.7 (16.4) (20.9) JOSEMARIA RESOUR JOSES EB 18.7 (16.4) (20.9) JOSEMARIA RESOUR JOSES IX 18.7 (16.4) (20.9) KONTOOR BRAND KTB US 1,901.8 (18.5) 893.1 KONTOOR BRAND 3KO TH 1,901.8 (18.5) 893.1 KONTOOR BRAND 3KO GR 1,901.8 (18.5) 893.1 KONTOOR BRAND KTBEUR EU 1,901.8 (18.5) 893.1 KONTOOR BRAND 3KO QT 1,901.8 (18.5) 893.1 KONTOOR BRAND 3KO GZ 1,901.8 (18.5) 893.1 L BRANDS INC LB US 10,125.0 (1,495.0) 873.0 L BRANDS INC LTD TH 10,125.0 (1,495.0) 873.0 L BRANDS INC LTD SW 10,125.0 (1,495.0) 873.0 L BRANDS INC LTD GR 10,125.0 (1,495.0) 873.0 L BRANDS INC LBEUR EU 10,125.0 (1,495.0) 873.0 L BRANDS INC LB* MM 10,125.0 (1,495.0) 873.0 L BRANDS INC LTD QT 10,125.0 (1,495.0) 873.0 L BRANDS INC LBRA AV 10,125.0 (1,495.0) 873.0 L BRANDS INC-BDR LBRN34 BZ 10,125.0 (1,495.0) 873.0 LA JOLLA PHARM LJPC US 118.2 (61.7) 70.1 LA JOLLA PHARM LJPP TH 118.2 (61.7) 70.1 LA JOLLA PHARM LJPP QT 118.2 (61.7) 70.1 LA JOLLA PHARM LJPP GR 118.2 (61.7) 70.1 LENNOX INTL INC LII US 2,128.4 (318.3) 330.5 LENNOX INTL INC LXI GR 2,128.4 (318.3) 330.5 LENNOX INTL INC LII* MM 2,128.4 (318.3) 330.5 LENNOX INTL INC LXI TH 2,128.4 (318.3) 330.5 LENNOX INTL INC LII1EUR EU 2,128.4 (318.3) 330.5 LIVEXLIVE MEDIA LIVX US 55.0 (1.9) (21.9) LIVEXLIVE MEDIA 351 GR 55.0 (1.9) (21.9) LIVEXLIVE MEDIA LIVXEUR EU 55.0 (1.9) (21.9) MASCO CORP MSQ TH 4,840.0 (165.0) 1,241.0 MASCO CORP MSQ GZ 4,840.0 (165.0) 1,241.0 MASCO CORP MSQ QT 4,840.0 (165.0) 1,241.0 MASCO CORP MAS1EUR EU 4,840.0 (165.0) 1,241.0 MASCO CORP MSQ GR 4,840.0 (165.0) 1,241.0 MASCO CORP MAS US 4,840.0 (165.0) 1,241.0 MASCO CORP MAS* MM 4,840.0 (165.0) 1,241.0 MCDONALD'S CORP TCXMCD AU 50,568.0 (9,293.4) 3,569.1 MCDONALDS - BDR MCDC34 BZ 50,568.0 (9,293.4) 3,569.1 MCDONALDS CORP MDO TH 50,568.0 (9,293.4) 3,569.1 MCDONALDS CORP MCD US 50,568.0 (9,293.4) 3,569.1 MCDONALDS CORP MCD SW 50,568.0 (9,293.4) 3,569.1 MCDONALDS CORP MDO GR 50,568.0 (9,293.4) 3,569.1 MCDONALDS CORP MCD* MM 50,568.0 (9,293.4) 3,569.1 MCDONALDS CORP MCD TE 50,568.0 (9,293.4) 3,569.1 MCDONALDS CORP MCDUSD SW 50,568.0 (9,293.4) 3,569.1 MCDONALDS CORP MCDEUR EU 50,568.0 (9,293.4) 3,569.1 MCDONALDS CORP MDO GZ 50,568.0 (9,293.4) 3,569.1 MCDONALDS CORP MCD AV 50,568.0 (9,293.4) 3,569.1 MCDONALDS CORP 0R16 LN 50,568.0 (9,293.4) 3,569.1 MCDONALDS CORP MDO QT 50,568.0 (9,293.4) 3,569.1 MCDONALDS CORP MCDUSD EU 50,568.0 (9,293.4) 3,569.1 MCDONALDS CORP MCD CI 50,568.0 (9,293.4) 3,569.1 MCDONALDS-CEDEAR MCD AR 50,568.0 (9,293.4) 3,569.1 MCDONALDS-CEDEAR MCDC AR 50,568.0 (9,293.4) 3,569.1 MCDONALDS-CEDEAR MCDD AR 50,568.0 (9,293.4) 3,569.1 MERCER PARK BR-A MRCQF US 408.6 (2.8) 4.1 MERCER PARK BR-A BRND/A/U CN 408.6 (2.8) 4.1 MICHAELS COS INC MIK US 3,838.1 (1,446.5) 403.4 MILESTONE MEDICA MMD PW 0.6 (13.9) (13.9) MILESTONE MEDICA MMDPLN EU 0.6 (13.9) (13.9) MOTOROLA SOL-BDR M1SI34 BZ 10,716.0 (930.0) 602.0 MOTOROLA SOL-CED MSI AR 10,716.0 (930.0) 602.0 MOTOROLA SOLUTIO MTLA TH 10,716.0 (930.0) 602.0 MOTOROLA SOLUTIO MOT TE 10,716.0 (930.0) 602.0 MOTOROLA SOLUTIO MSI US 10,716.0 (930.0) 602.0 MOTOROLA SOLUTIO MTLA GR 10,716.0 (930.0) 602.0 MOTOROLA SOLUTIO MSI1EUR EU 10,716.0 (930.0) 602.0 MOTOROLA SOLUTIO MTLA GZ 10,716.0 (930.0) 602.0 MOTOROLA SOLUTIO MOSI AV 10,716.0 (930.0) 602.0 MOTOROLA SOLUTIO MTLA QT 10,716.0 (930.0) 602.0 MSCI INC 3HM GR 3,911.8 (354.3) 821.5 MSCI INC MSCI US 3,911.8 (354.3) 821.5 MSCI INC 3HM SW 3,911.8 (354.3) 821.5 MSCI INC 3HM GZ 3,911.8 (354.3) 821.5 MSCI INC 3HM QT 3,911.8 (354.3) 821.5 MSCI INC MSCI* MM 3,911.8 (354.3) 821.5 MSCI INC-BDR M1SC34 BZ 3,911.8 (354.3) 821.5 MSG NETWORKS- A MSGN US 797.6 (612.0) 210.8 MSG NETWORKS- A 1M4 QT 797.6 (612.0) 210.8 MSG NETWORKS- A MSGNEUR EU 797.6 (612.0) 210.8 MSG NETWORKS- A 1M4 TH 797.6 (612.0) 210.8 MSG NETWORKS- A 1M4 GR 797.6 (612.0) 210.8 N/A BJEUR EU 5,269.8 (54.3) (441.4) NATHANS FAMOUS NATH US 104.9 (64.2) 77.8 NATHANS FAMOUS NFA GR 104.9 (64.2) 77.8 NATHANS FAMOUS NATHEUR EU 104.9 (64.2) 77.8 NATIONAL CINEMED NCMI US 1,204.6 (136.3) 134.8 NAVISTAR INTL IHR TH 6,363.0 (3,739.0) 1,256.0 NAVISTAR INTL NAVEUR EU 6,363.0 (3,739.0) 1,256.0 NAVISTAR INTL IHR QT 6,363.0 (3,739.0) 1,256.0 NAVISTAR INTL IHR GZ 6,363.0 (3,739.0) 1,256.0 NAVISTAR INTL IHR GR 6,363.0 (3,739.0) 1,256.0 NAVISTAR INTL NAV US 6,363.0 (3,739.0) 1,256.0 NEW ENG RLTY-LP NEN US 294.3 (37.8) - NOVAVAX INC NVV1 TH 173.0 (186.0) 71.5 NOVAVAX INC NVV1 GZ 173.0 (186.0) 71.5 NOVAVAX INC NVAXEUR EU 173.0 (186.0) 71.5 NOVAVAX INC NVV1 GR 173.0 (186.0) 71.5 NOVAVAX INC NVAX US 173.0 (186.0) 71.5 NUNZIA PHARMACEU NUNZ US 0.1 (3.2) (2.5) NUTANIX INC - A 0NU SW 1,863.3 (66.1) 467.0 NUTANIX INC - A 0NU GZ 1,863.3 (66.1) 467.0 NUTANIX INC - A 0NU GR 1,863.3 (66.1) 467.0 NUTANIX INC - A NTNXEUR EU 1,863.3 (66.1) 467.0 NUTANIX INC - A 0NU TH 1,863.3 (66.1) 467.0 NUTANIX INC - A 0NU QT 1,863.3 (66.1) 467.0 NUTANIX INC - A NTNX US 1,863.3 (66.1) 467.0 OCULAR THERAPEUT 0OT GZ 72.9 (10.7) 44.0 OCULAR THERAPEUT 0OT TH 72.9 (10.7) 44.0 OCULAR THERAPEUT OCULEUR EU 72.9 (10.7) 44.0 OCULAR THERAPEUT 0OT GR 72.9 (10.7) 44.0 OCULAR THERAPEUT OCUL US 72.9 (10.7) 44.0 OMEROS CORP OMER US 137.0 (109.0) 48.3 OMEROS CORP 3O8 GR 137.0 (109.0) 48.3 OMEROS CORP 3O8 QT 137.0 (109.0) 48.3 OMEROS CORP 3O8 TH 137.0 (109.0) 48.3 OMEROS CORP OMEREUR EU 137.0 (109.0) 48.3 OTIS WORLDWI OTIS US 9,524.0 (4,189.0) 159.0 OTIS WORLDWI 4PG GR 9,524.0 (4,189.0) 159.0 OTIS WORLDWI OTISEUR EU 9,524.0 (4,189.0) 159.0 OTIS WORLDWI 4PG GZ 9,524.0 (4,189.0) 159.0 OTIS WORLDWI OTIS* MM 9,524.0 (4,189.0) 159.0 OTIS WORLDWI 4PG TH 9,524.0 (4,189.0) 159.0 OTIS WORLDWI 4PG QT 9,524.0 (4,189.0) 159.0 PAPA JOHN'S INTL PP1 GR 718.3 (68.4) (30.5) PAPA JOHN'S INTL PZZA US 718.3 (68.4) (30.5) PAPA JOHN'S INTL PP1 SW 718.3 (68.4) (30.5) PAPA JOHN'S INTL PZZAEUR EU 718.3 (68.4) (30.5) PAPA JOHN'S INTL PP1 GZ 718.3 (68.4) (30.5) PARATEK PHARMACE N4CN TH 251.1 (39.6) 219.2 PARATEK PHARMACE PRTK US 251.1 (39.6) 219.2 PARATEK PHARMACE N4CN GR 251.1 (39.6) 219.2 PHILIP MORRI-BDR PHMO34 BZ 37,494.0 (11,063.0) 277.0 PHILIP MORRIS IN PM1EUR EU 37,494.0 (11,063.0) 277.0 PHILIP MORRIS IN PMI SW 37,494.0 (11,063.0) 277.0 PHILIP MORRIS IN 4I1 GR 37,494.0 (11,063.0) 277.0 PHILIP MORRIS IN PM US 37,494.0 (11,063.0) 277.0 PHILIP MORRIS IN PM1CHF EU 37,494.0 (11,063.0) 277.0 PHILIP MORRIS IN PM1 TE 37,494.0 (11,063.0) 277.0 PHILIP MORRIS IN 4I1 TH 37,494.0 (11,063.0) 277.0 PHILIP MORRIS IN 0M8V LN 37,494.0 (11,063.0) 277.0 PHILIP MORRIS IN PMOR AV 37,494.0 (11,063.0) 277.0 PHILIP MORRIS IN PMIZ IX 37,494.0 (11,063.0) 277.0 PHILIP MORRIS IN PMIZ EB 37,494.0 (11,063.0) 277.0 PHILIP MORRIS IN 4I1 GZ 37,494.0 (11,063.0) 277.0 PHILIP MORRIS IN 4I1 QT 37,494.0 (11,063.0) 277.0 PHILIP MORRIS IN PM* MM 37,494.0 (11,063.0) 277.0 PLANET FITNESS-A 3PL QT 1,875.6 (692.2) 484.3 PLANET FITNESS-A PLNT1EUR EU 1,875.6 (692.2) 484.3 PLANET FITNESS-A PLNT US 1,875.6 (692.2) 484.3 PLANET FITNESS-A 3PL TH 1,875.6 (692.2) 484.3 PLANET FITNESS-A 3PL GR 1,875.6 (692.2) 484.3 PPD INC PPD US 5,814.8 (1,047.2) 212.3 PROVENTION BIO I 2VB GR 78.1 (91.6) 82.2 PROVENTION BIO I PRVBEUR EU 78.1 (91.6) 82.2 PROVENTION BIO I PRVB US 78.1 (91.6) 82.2 PROVENTION BIO I 2VB GZ 78.1 (91.6) 82.2 PURPLE INNOVATIO PRPL US 147.7 (4.7) 27.3 QUANTUM CORP QMCO US 165.3 (195.5) (16.1) QUANTUM CORP QNT2 GR 165.3 (195.5) (16.1) QUANTUM CORP QTM1EUR EU 165.3 (195.5) (16.1) RADIUS HEALTH IN RDUS US 201.6 (74.2) 124.6 RADIUS HEALTH IN 1R8 SW 201.6 (74.2) 124.6 RADIUS HEALTH IN 1R8 TH 201.6 (74.2) 124.6 RADIUS HEALTH IN 1R8 QT 201.6 (74.2) 124.6 RADIUS HEALTH IN RDUSEUR EU 201.6 (74.2) 124.6 RADIUS HEALTH IN 1R8 GR 201.6 (74.2) 124.6 RECRO PHARMA INC REPH US 110.5 (6.7) 53.7 RECRO PHARMA INC RAH GR 110.5 (6.7) 53.7 REVLON INC-A RVL1 GR 2,980.6 (1,221.2) 154.5 REVLON INC-A REV US 2,980.6 (1,221.2) 154.5 REVLON INC-A REV* MM 2,980.6 (1,221.2) 154.5 REVLON INC-A RVL1 TH 2,980.6 (1,221.2) 154.5 REVLON INC-A REVEUR EU 2,980.6 (1,221.2) 154.5 RIMINI STREET IN RMNI US 201.3 (91.6) (89.0) ROSETTA STONE IN RST US 182.6 (19.0) (70.2) ROSETTA STONE IN RS8 TH 182.6 (19.0) (70.2) ROSETTA STONE IN RS8 GR 182.6 (19.0) (70.2) ROSETTA STONE IN RST1EUR EU 182.6 (19.0) (70.2) SALLY BEAUTY HOL SBH US 2,921.2 (53.2) 533.2 SALLY BEAUTY HOL S7V GR 2,921.2 (53.2) 533.2 SALLY BEAUTY HOL SBHEUR EU 2,921.2 (53.2) 533.2 SBA COMM CORP 4SB GZ 9,359.5 (4,302.8) (624.5) SBA COMM CORP 4SB QT 9,359.5 (4,302.8) (624.5) SBA COMM CORP SBACEUR EU 9,359.5 (4,302.8) (624.5) SBA COMM CORP 4SB GR 9,359.5 (4,302.8) (624.5) SBA COMM CORP SBAC US 9,359.5 (4,302.8) (624.5) SBA COMM CORP SBAC* MM 9,359.5 (4,302.8) (624.5) SBA COMM CORP SBJ TH 9,359.5 (4,302.8) (624.5) SBA COMMUN - BDR S1BA34 BZ 9,359.5 (4,302.8) (624.5) SCIENTIFIC GAMES TJW GZ 7,809.0 (2,108.0) 849.0 SCIENTIFIC GAMES SGMS US 7,809.0 (2,108.0) 849.0 SCIENTIFIC GAMES TJW GR 7,809.0 (2,108.0) 849.0 SCIENTIFIC GAMES TJW TH 7,809.0 (2,108.0) 849.0 SEALED AIR CORP SEE US 5,671.0 (181.9) 192.4 SEALED AIR CORP SDA GR 5,671.0 (181.9) 192.4 SEALED AIR CORP SEE1EUR EU 5,671.0 (181.9) 192.4 SEALED AIR CORP SDA TH 5,671.0 (181.9) 192.4 SEALED AIR CORP SDA QT 5,671.0 (181.9) 192.4 SELECTA BIOSCIEN SELB US 88.8 (8.8) 44.4 SERES THERAPEUTI MCRB1EUR EU 110.6 (61.6) 36.4 SERES THERAPEUTI MCRB US 110.6 (61.6) 36.4 SERES THERAPEUTI 1S9 GR 110.6 (61.6) 36.4 SHELL MIDSTREAM SHLX US 1,988.0 (774.0) 311.0 SIRIUS XM HO-BDR SRXM34 BZ 10,935.0 (747.0) (2,219.0) SIRIUS XM HOLDIN RDO GR 10,935.0 (747.0) (2,219.0) SIRIUS XM HOLDIN RDO TH 10,935.0 (747.0) (2,219.0) SIRIUS XM HOLDIN SIRI US 10,935.0 (747.0) (2,219.0) SIRIUS XM HOLDIN SIRIEUR EU 10,935.0 (747.0) (2,219.0) SIRIUS XM HOLDIN RDO GZ 10,935.0 (747.0) (2,219.0) SIRIUS XM HOLDIN SIRI AV 10,935.0 (747.0) (2,219.0) SIRIUS XM HOLDIN RDO QT 10,935.0 (747.0) (2,219.0) SIX FLAGS ENTERT 6FE GR 2,720.5 (323.6) (168.7) SIX FLAGS ENTERT SIXEUR EU 2,720.5 (323.6) (168.7) SIX FLAGS ENTERT 6FE QT 2,720.5 (323.6) (168.7) SIX FLAGS ENTERT 6FE TH 2,720.5 (323.6) (168.7) SIX FLAGS ENTERT SIX US 2,720.5 (323.6) (168.7) SLEEP NUMBER COR SNBR US 1,013.8 (155.9) (422.3) SLEEP NUMBER COR SL2 GR 1,013.8 (155.9) (422.3) SLEEP NUMBER COR SNBREUR EU 1,013.8 (155.9) (422.3) SOCIAL CAPITAL IPOC/U US - - - STARBUCKS CORP SRB TH 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP SBUX* MM 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP SRB GR 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP SBUX TE 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP SBUXEUR EU 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP SBUX IM 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP TCXSBU AU 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP SBUXUSD SW 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP SRB GZ 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP SBUX AV 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP 0QZH LI 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP SBUX PE 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP SRB QT 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP SBUX US 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP SBUX SW 27,478.9 (7,532.9) (2,515.9) STARBUCKS CORP SBUX CI 27,478.9 (7,532.9) (2,515.9) STARBUCKS-BDR SBUB34 BZ 27,478.9 (7,532.9) (2,515.9) STARBUCKS-CEDEAR SBUX AR 27,478.9 (7,532.9) (2,515.9) STARBUCKS-CEDEAR SBUXD AR 27,478.9 (7,532.9) (2,515.9) TAILORED BRANDS TLRD* MM 2,419.0 (98.3) 206.4 TAUBMAN CENTERS TCO US 4,727.0 (241.7) - TAUBMAN CENTERS TU8 GR 4,727.0 (241.7) - TAUBMAN CENTERS TCO2EUR EU 4,727.0 (241.7) - TRANSDIGM - BDR T1DG34 BZ 16,635.0 (4,205.0) 3,544.0 TRANSDIGM GROUP TDG US 16,635.0 (4,205.0) 3,544.0 TRANSDIGM GROUP T7D GR 16,635.0 (4,205.0) 3,544.0 TRANSDIGM GROUP TDG* MM 16,635.0 (4,205.0) 3,544.0 TRANSDIGM GROUP T7D TH 16,635.0 (4,205.0) 3,544.0 TRANSDIGM GROUP T7D QT 16,635.0 (4,205.0) 3,544.0 TRANSDIGM GROUP TDGEUR EU 16,635.0 (4,205.0) 3,544.0 TRILLIUM THERAPE TRIL CN 33.0 (0.2) 12.7 TRILLIUM THERAPE R5WP GR 33.0 (0.2) 12.7 TRILLIUM THERAPE TRIL US 33.0 (0.2) 12.7 TRILLIUM THERAPE R5WP TH 33.0 (0.2) 12.7 TRILLIUM THERAPE R5WP GZ 33.0 (0.2) 12.7 TRILLIUM THERAPE TREUR EU 33.0 (0.2) 12.7 TRIUMPH GROUP TGI US 2,625.4 (532.9) 212.9 TRIUMPH GROUP TG7 GR 2,625.4 (532.9) 212.9 TRIUMPH GROUP TGIEUR EU 2,625.4 (532.9) 212.9 UBIQUITI INC 3UB GR 620.6 (356.0) 305.0 UBIQUITI INC UI US 620.6 (356.0) 305.0 UBIQUITI INC UBNTEUR EU 620.6 (356.0) 305.0 UBIQUITI INC 3UB GZ 620.6 (356.0) 305.0 UNISYS CORP UISEUR EU 2,971.6 (209.4) 572.4 UNISYS CORP UISCHF EU 2,971.6 (209.4) 572.4 UNISYS CORP USY1 TH 2,971.6 (209.4) 572.4 UNISYS CORP USY1 GR 2,971.6 (209.4) 572.4 UNISYS CORP UIS US 2,971.6 (209.4) 572.4 UNISYS CORP UIS1 SW 2,971.6 (209.4) 572.4 UNISYS CORP USY1 GZ 2,971.6 (209.4) 572.4 UNISYS CORP USY1 QT 2,971.6 (209.4) 572.4 UNITI GROUP INC 8XC GR 5,017.0 (1,483.2) - UNITI GROUP INC UNIT US 5,017.0 (1,483.2) - UNITI GROUP INC 8XC TH 5,017.0 (1,483.2) - VALVOLINE INC 0V4 GR 2,917.0 (237.0) 983.0 VALVOLINE INC 0V4 TH 2,917.0 (237.0) 983.0 VALVOLINE INC VVVEUR EU 2,917.0 (237.0) 983.0 VALVOLINE INC 0V4 QT 2,917.0 (237.0) 983.0 VALVOLINE INC VVV US 2,917.0 (237.0) 983.0 VECTOR GROUP LTD VGR US 1,505.1 (685.0) 220.5 VECTOR GROUP LTD VGR GR 1,505.1 (685.0) 220.5 VECTOR GROUP LTD VGREUR EU 1,505.1 (685.0) 220.5 VECTOR GROUP LTD VGR TH 1,505.1 (685.0) 220.5 VECTOR GROUP LTD VGR QT 1,505.1 (685.0) 220.5 VERISIGN INC VRS TH 1,753.9 (1,409.1) 229.8 VERISIGN INC VRS GR 1,753.9 (1,409.1) 229.8 VERISIGN INC VRSN US 1,753.9 (1,409.1) 229.8 VERISIGN INC VRSN* MM 1,753.9 (1,409.1) 229.8 VERISIGN INC VRSNEUR EU 1,753.9 (1,409.1) 229.8 VERISIGN INC VRS GZ 1,753.9 (1,409.1) 229.8 VERISIGN INC VRS QT 1,753.9 (1,409.1) 229.8 VERISIGN-CEDEAR VRSN AR 1,753.9 (1,409.1) 229.8 VIVINT SMART HOM VVNT US 2,670.4 (1,439.3) (275.6) WATERS CORP WAZ TH 2,666.5 (338.0) 776.7 WATERS CORP WAT US 2,666.5 (338.0) 776.7 WATERS CORP WAZ GR 2,666.5 (338.0) 776.7 WATERS CORP WAZ QT 2,666.5 (338.0) 776.7 WATERS CORP WATEUR EU 2,666.5 (338.0) 776.7 WATERS CORP WAT* MM 2,666.5 (338.0) 776.7 WATERS CORP-BDR WATC34 BZ 2,666.5 (338.0) 776.7 WAYFAIR INC- A W US 2,751.4 (1,171.4) (215.7) WAYFAIR INC- A 1WF QT 2,751.4 (1,171.4) (215.7) WAYFAIR INC- A 1WF GZ 2,751.4 (1,171.4) (215.7) WAYFAIR INC- A 1WF GR 2,751.4 (1,171.4) (215.7) WAYFAIR INC- A 1WF TH 2,751.4 (1,171.4) (215.7) WAYFAIR INC- A WEUR EU 2,751.4 (1,171.4) (215.7) WESTERN UNIO-BDR WUNI34 BZ 8,365.4 (149.7) (435.3) WESTERN UNION WU US 8,365.4 (149.7) (435.3) WESTERN UNION W3U GR 8,365.4 (149.7) (435.3) WESTERN UNION W3U TH 8,365.4 (149.7) (435.3) WESTERN UNION WU* MM 8,365.4 (149.7) (435.3) WESTERN UNION W3U GZ 8,365.4 (149.7) (435.3) WESTERN UNION WUEUR EU 8,365.4 (149.7) (435.3) WESTERN UNION W3U QT 8,365.4 (149.7) (435.3) WIDEOPENWEST INC WU5 TH 2,471.6 (245.9) (108.7) WIDEOPENWEST INC WU5 GR 2,471.6 (245.9) (108.7) WIDEOPENWEST INC WOW1EUR EU 2,471.6 (245.9) (108.7) WIDEOPENWEST INC WU5 QT 2,471.6 (245.9) (108.7) WIDEOPENWEST INC WOW US 2,471.6 (245.9) (108.7) WINGSTOP INC WING1EUR EU 188.5 (202.9) 7.6 WINGSTOP INC WING US 188.5 (202.9) 7.6 WINGSTOP INC EWG GR 188.5 (202.9) 7.6 WINMARK CORP WINA US 59.9 (29.8) 29.9 WINMARK CORP GBZ GR 59.9 (29.8) 29.9 WW INTERNATIONAL WW US 1,633.7 (700.8) (127.6) WW INTERNATIONAL WW6 GR 1,633.7 (700.8) (127.6) WW INTERNATIONAL WW6 GZ 1,633.7 (700.8) (127.6) WW INTERNATIONAL WTWEUR EU 1,633.7 (700.8) (127.6) WW INTERNATIONAL WW6 QT 1,633.7 (700.8) (127.6) WW INTERNATIONAL WTW AV 1,633.7 (700.8) (127.6) WW INTERNATIONAL WW6 TH 1,633.7 (700.8) (127.6) WYNDHAM DESTINAT WYND US 7,776.0 (891.0) 4,030.0 WYNDHAM DESTINAT WD5 TH 7,776.0 (891.0) 4,030.0 WYNDHAM DESTINAT WD5 GR 7,776.0 (891.0) 4,030.0 WYNDHAM DESTINAT WYNEUR EU 7,776.0 (891.0) 4,030.0 WYNDHAM DESTINAT WD5 QT 7,776.0 (891.0) 4,030.0 YELLOW PAGES LTD YMI GR 326.9 (16.7) 75.2 YELLOW PAGES LTD YEUR EU 326.9 (16.7) 75.2 YELLOW PAGES LTD Y CN 326.9 (16.7) 75.2 YELLOW PAGES LTD YLWDF US 326.9 (16.7) 75.2 YUM! BRANDS -BDR YUMR34 BZ 6,085.0 (8,229.0) 491.0 YUM! BRANDS INC TGR TH 6,085.0 (8,229.0) 491.0 YUM! BRANDS INC TGR GR 6,085.0 (8,229.0) 491.0 YUM! BRANDS INC YUM* MM 6,085.0 (8,229.0) 491.0 YUM! BRANDS INC YUMUSD SW 6,085.0 (8,229.0) 491.0 YUM! BRANDS INC TGR GZ 6,085.0 (8,229.0) 491.0 YUM! BRANDS INC YUMEUR EU 6,085.0 (8,229.0) 491.0 YUM! BRANDS INC TGR QT 6,085.0 (8,229.0) 491.0 YUM! BRANDS INC YUM SW 6,085.0 (8,229.0) 491.0 YUM! BRANDS INC YUM US 6,085.0 (8,229.0) 491.0 YUM! BRANDS INC YUM AV 6,085.0 (8,229.0) 491.0 YUM! BRANDS INC TGR TE 6,085.0 (8,229.0) 491.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2020. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***