/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200518.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 18, 2020, Vol. 24, No. 138 Headlines 01 BH PARTNERSHIP: Hires Stephen M. Feldman as Special Counsel 239 CARNATION LLC: Hires Weiland Golden as Counsel 335 LAKE AVENUE: Seeks to Hire Alex R. Hess Law as Counsel 3443 ZEN: U.S. Trustee Unable to Appoint Committee 78 AVENUE GLENDALE: Case Summary & 2 Unsecured Creditors A.S. & C.B.: $13K Sale of 2 Trailers to Harkins Approved ABRAXAS PETROLEUM: Egan-Jones Cuts Senior Unsecured Ratings to B- ACCO BRANDS: S&P Cuts ICR to 'BB-' on Macroeconomic Headwinds ADVANCE PAIN: June 9 Plan & Disclosures Hearing Set ADVANCED MICRO: Egan-Jones Hikes Senior Unsecured Ratings to BB- AERKOMM INC: Delays Filing of Quarterly Report Due to COVID-19 AIM INDUSTRIES: Seeks to Hire Richard L. Brown, CPA as Accountant AIR INDUSTRIES: Posts $1.06 Million Net Income in First Quarter ALL AMERICAN DEMOLITION: Case Summary & 19 Unsecured Creditors ALL STAR ELECTRICAL: U.S. Trustee Unable to Appoint Committee AMERIGRADE CORP: Hires Resnik Hayes as Bankruptcy Counsel AMPLE HILLS: St. George Equities Removed as Committee Member ARCHDIOCESE OF SANTA FE: Seeks Approval to Hire Real Estate Broker ARROW ELECTRONICS: Egan-Jones Cuts Senior Unsecured Ratings to BB ASPEN LANDSCAPING: Court Okeys DIP Financing on Final Basis ASTRA ACQUISITION: Fitch Affirms 'B' LongTerm IDR, Outlook Stable AVIS BUDGET: DBRS Lowers LongTerm Issuer Rating to B BELLEAIR RESERVE: Taps Nomikos Kouskoutis as Special Counsel BLACKSTONE MORTGAGE: S&P Affirms 'B+' ICR After Term Loan Add-On BLINK CHARGING: Posts $3 Million Net Loss in First Quarter BLUE RACER: Moody's Alters Outlook on B1 CFR to Negative BOYNE USA: Moody's Alters Outlook on B1 CFR to Negative BROWN BROS: Seeks to Hire Ed Staten CPA as Accountant BUFFBURGER #1: Seeks to Hire Cantrell & Cantrell as Tax Counsel CAH ACQUISITION 1: Trustee Taps McDonald Hopkins as Special Counsel CAMBER ENERGY: Compliance Plan Accepted By The NYSE American CASCADE ACQUISITION: Atlanta Rugby Foundation Objects to Disclosure CAV INC: Seeks to Hire Bruno Flores as Counsel CINKO CORP: Seeks to Hire Juan C. Bigas-Valedon as Counsel CLARIOS GLOBAL: Fitch Lowers IDR to 'B' & Rates Secured Notes 'B+' CLARIOS GLOBAL: Moody's Cuts CFR to B2 & Sr. Secured Ratings to B1 CLEARPOINT NEURO: Incurs $2.05 Million Net Loss in First Quarter CMS ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to BB+ COBAL FOOD: Case Summary & 17 Unsecured Creditors COLUMBIA NUTRITIONAL: Seeks to Hire Tiger Capital as Consultant COMMERCIAL METALS: Egan-Jones Cuts FC Sr. Unsecured Rating to BB CONAGRA BRANDS: Egan-Jones Lowers Senior Unsecured Ratings to BB+ COPPER BULL: Seeks to Hire Cromey Law as Counsel COUNTRYSIDE FUNERAL: Seeks Approval to Hire Midwest Real Estate CPG INTERMEDIATE: S&P Cuts ICR to B- on Recession; Outlook Stable CREATIVE HAIRDRESSERS: Tayman Lane Represents Landlords CROSSROADS HEALTH: Unsecureds to Get 50% of Net Profit for 5 Years CSMC TRUST 2019-RPL5: Fitch Gives B- Rating on Class B-2 Debt CTE 1 LLC: Unsecureds to Get 9% to 15% in UCC's Liquidating Plan D & H HEALTHCARE: Seeks to Hire Corral Tran as Counsel DIAMONDBACK INDUSTRIES: Seeks to Hire Stretto as Claims Agent DIVERSIFIED CONSULTANTS: Taps Thames Markey as Legal Counsel DJL BUILDERS: Plan Disclosures Granted Preliminary Approval ELDORADO GOLD: Moody's Hikes CFR to B2, Outlook Stable ENVIRO-SAFE REFRIGERANTS: Plan and Disclosures Due May 26, 2020 EXTRACTION OIL: Fitch Cuts LT IDR to CC, Off Rating Watch Negative EYECARE PARTNERS: S&P Alters Outlook to Neg., Affirms 'B' ICR FERRELLGAS PARTNERS: Bryan Wright Quits as Chief Operating Officer FIELDWOOD ENERGY: Fitch Cuts LT IDR to 'C' & Removes Neg. Outlook FIELDWOOD ENERGY: S&P Lowers ICR to 'D' on Missed Interest Payment FIRST MIDWEST: Moody's Rates Preferred Stock 'Ba1(hyb)' FLORIDA DEVELOPMENT: Fitch Withdraws B+ on 2011A Educational Bonds FLUOR CORP: Egan-Jones Cuts Senior Unsecured Ratings to BB FMC TECHNOLOGIES: Egan-Jones Cuts Senior Unsecured Ratings to BB- FR BR HOLDINGS: Moody's Alters Outlook on B3 CFR to Negative FRE 355 INVESTMENT: Seeks to Hire Binder & Malter as Counsel FREEDOM TRUCKING: U.S. Trustee Unable to Appoint Committee FRICTIONLESS WORLD: Unsecureds Could Get 100% in Plan G I REAL ESTATE: Hires Candace Rubin as Real Estate Broker G I REAL ESTATE: Seeks to Hire Richard W. Ward as Counsel GALILEO LEARNING: Hires Stretto as Claims and Noticing Agent GALVESTON BAY PROPERTIES: May Obtain Insurance Premium Financing GAVILAN RESOURCES: Case Summary & 9 Unsecured Creditors GDS TRANSPORT: Case Summary & 20 Largest Unsecured Creditors GLENN POOL OIL: S&P Cuts Senior Secured Notes Rating to 'B- (sf)' GOODYEAR TIRE: Moody's Confirms B1 CFR, Outlook Negative H.R.H.C.C. INC: Seeks Court Approval to Hire Accountant HELIX TCS: Incurs $3.07 Million Net Loss in First Quarter HERC HOLDINGS: Egan-Jones Cuts Senior Unsecured Ratings to D HORIZON GLOBAL: Director David Roberts Won't Stand for Reelection HUDSON TECHNOLOGIES: Incurs $2.88 Million Net Loss in 1st Quarter HUSKY ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to B+ HYPERBLOCK INC: Files Assignment in Bankruptcy Under BIA INMAR INC: Moody's Cuts CFR to B3 & PDR to B3-PD, Outlook Stable INSIGHT TERMINAL: June 10 Hearing on Lender's Plan INSIGHT TERMINAL: Unsecureds Unimpaired Under Lender's Plan INTEGRITY HOME: BRS Plan for Affiliates Has 0% for Unsecureds INTL FCSTONE: Moody's Alters Outlook on Ba3 Rating to Stable INVENSURE INSURANCE: To Seek Plan Confirmation on May 28 J. C. PENNEY: Case Summary & 50 Largest Unsecured Creditors JC PENNEY: Bankruptcy Court Okays Chapter 11 "First Day" Motions JC PENNEY: Files Ch. 11 to Implement Financial Restructuring Plan KAIROS HOMES: Court Conditionally Approves Disclosure Statement KAOPU GROUP: Delays Filing of Quarterly Report KAYA HOLDINGS: Delays Filing of Form 10-Q Due to COVID-19 KAYA HOLDINGS: Posts $7.5 Million Net Income in 2019 KIMBLE DEVELOPMENT: Creditors to be Paid in Full in Sale-Based Plan KRUGER PACKAGING: DBRS Confirms BB(high) Sr. Unsec. Notes Rating LAMIL DIESEL: Seeks to Hire Eric A. Liepins as Counsel LAS CUMBRES: U.S. Trustee Unable to Appoint Committee LAWRENCE GENERAL HOSPITAL: S&P Lowers Revenue Bond Rating to 'B' LESBRAN GROUP: Seeks to Hire Horizon Village as Appraiser LITTLE JOHN'S ANTIQUE: Hires Coldwell Banker as Real Estate Agent LJF TRUCKING: Case Summary & 20 Largest Unsecured Creditors LOOKOUT RIDGE: Says Negotiations with Homebuilders Still Ongoing LST EXPRESS: Seeks to Hire Jason A. Burgess as Counsel LTMT INC: Unsecured Creditors to Recover 10% of Claims LUX TEMPLUM: Case Summary & 4 Unsecured Creditors MALIBU CALIFORNIA: PCO Hires Resnik Hayes as Bankruptcy Counsel MARATHON PETROLEUM: Egan-Jones Cuts Senior Unsecured Ratings to BB MARIZYME INC: Incurs $471K Net Loss in First Quarter MATCH GROUP: S&P Affirms 'BB' ICR; Outlook Negative MEDCARE PEDIATRIC: Gets Insurance Premium Financing from IPFS MEDNAX INC: Moody's Alters Outlook on B1 CFR to Negative METHANEX CORP: Egan-Jones Cuts Sr. Unsecured Debt Ratings to BB- MOST CHOICE: Seeks to Hire Lawrence J Beardsley as Accountant NORTHERN DYNASTY: Alaska's Pebble Project Approaches Key Milestone NORTHERN DYNASTY: Completes C$7.25 Million Private Placement NORTHWEST FIBER: Moody's Assigns B2 CFR, Outlook Stable OCCIDENTAL PETROLEUM: Fitch Cuts LT IDR to BB-, On Watch Negative OLB GROUP: Incurs $542K Net Loss in First Quarter OLIN CORP: Moody's Rates $500MM Sr. Unsec. Notes 'Ba3' OLIN CORP: S&P Rates New $500MM Senior Unsecured Notes 'BB-' ONCE A DOG: Gets Approval to Hire Wolff & Orenstein as Counsel OWENS-ILLINOIS INC: Egan-Jones Lowers Sr. Unsecured Ratings to B PLECTICA LLC: Has Final Nod on $250K Loan from Insider PLZ AEROSCIENCE: S&P Alters Outlook to Negative, Affirms 'B' ICR POLA SUPERMARKET: May 19 Plan & Disclosures Hearing Set POWER CORP: Egan-Jones Cuts Senior Unsecured Ratings to BB+ POWER SOLUTIONS: Delays Filing of Quarterly Report Due to COVID-19 PRO-FIT DEVELOPMENT: Gets Court Approval to Hire A+ Accounting PULMATRIX INC: Incurs $4.7 Million Net Loss in First Quarter PURPLE LINE: S&P Cuts $313MM Sr.-Lien Revenue Bonds Rating to 'BB' PVH CORP: Egan-Jones Cuts Senior Unsecured Ratings to BB- QUEST PATENT: Posts $682,800 Net Loss in First Quarter R. MILLENNIUM: Voluntary Chapter 11 Case Summary RADIAN GROUP: S&P Rates New $525MM Senior Unsecured Notes 'BB+' RADIO SYSTEMS: Moody's Puts B1 CFR on Review for Downgrade RAJYSAN INC: Trustee Taps M. Kathleen Klein, CPA as Accountant RANCHER'S LEGACY: Sale to Give 'Significant' Return to Unsecureds RE LIQUIDATION CORP: Hires Herbein & Company as Accountant RE/MAX LLC: Moody's Alters Outlook on Ba3 CFR to Negative RECYCLING REVOLUTION: Seeks to Hire Gabriel Alvarez as Accountant REPUBLIC FIRST: Egan-Jones Cuts Senior Unsecured Ratings to BB+ REVLON INC: S&P Cuts ICR to 'SD' on Completion of Refinancing Deal ROCKPOINT GAS: S&P Lowers ICR to 'B' on Revised Credit Metrics ROYALE ENERGY: Delays Filing of Quarterly Report RR DONNELLEY: Egan-Jones Cuts Senior Unsecured Ratings to CCC+ RUSTY GOLD: Committee Hires Sherman & Howard as Counsel SAEXPLORATION HOLDINGS: Posts $10M Net Income in First Quarter SAMANTHA SANSON: Seeks to Hire Fisher & Phillips as Special Counsel SAMSON OIL: Delays Filing of Quarterly Report SANCHEZ ENERGY: Mitsui Objects to Amended Joint Plan SCHOMBURG ASSET: Seeks Approval to Hire Bankruptcy Attorney SEAGATE TECHNOLOGY: Egan-Jones Cuts FC Unsecured Debt Rating to BB SINCLAIR BROADCAST: S&P Rates New Senior Secured Notes 'BB' SOURCE ENERGY: DBRS Cuts Issuer Rating to CCC(low) SOUTHERN COPPER: Egan-Jones Cuts Senior Unsecured Ratings to BB+ SPEEDCAST INTERNATIONAL: Inmarsat Appointed as Committee Member SPRING EDUCATION: Moody's Alters Outlook on B3 CFR to Negative SPRINGLEAF FINANCE: S&P Rates New $400MM Unsecured Notes 'BB-' STIFEL FINANCIAL: S&P Rates New Preferred Stock 'BB-' SUPERIOR AIR: U.S. Trustee Appoints Creditors' Committee TECHNIPLAS LLC: Hires Epiq as Claims and Noticing Agent THEAG NORTH: Seeks to Hire Lain Faulkner as Accountant THINKTANK LEARNING: Seeks to Hire Fuller Law as Attorney U.S. STEEL: Egan-Jones Cuts Senior Unsecured Ratings to CCC- UBER TECHNOLOGIES: Moody's Rates New $750MM Sr. Unsec. Notes 'B3' ULTRA PETROLEUM: Case Summary & 30 Largest Unsecured Creditors UNIQUE TOOL: Trustee Hires Gold Lange as Counsel UNITED RESOURCE: Gets Approval to Hire Landini Reed as Accountant USI INC: Moody's Rates $150MM Incremental Sec. Term Loan 'B2' VIKING CRUISES: S&P Downgrades ICR to 'B-'; Outlook Negative WATSON GRINDING: Hires Macco Restructuring as Financial Advisor WC HIRSHFELD: Unsecured Creditors to Get Full Payment in Plan WOLVERINE WORLD: Egan-Jones Lowers Senior Unsecured Ratings to B+ WPB HOSPITALITY: Seeks to Hire Sender & Smiley as Mediator [^] BOND PRICING: For the Week from May 11 to 15, 2020 ********* 01 BH PARTNERSHIP: Hires Stephen M. Feldman as Special Counsel -------------------------------------------------------------- 01 BH Partnership seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Stephen M. Feldman, as special litigation counsel to the Debtor. 01 BH Partnership requires Stephen M. Feldman to represent the Debtor in an ongoing state court civil litigation in which the boundary line of Lots 34 – 36 of Debtor's real property located at 1001 N. Beverly Glen Blvd., Los Angeles, CA 90077 (the "Property") is in issue. On February 17, 2017, Debtor, together with Christian Spannhoff ("Spannhoff") and 10 NB Partnership, as the then joint owners of the Property, sued Derek Aghchay ("Aghchay") for trespass, declaratory and injunctive relief and quiet title in Los Angeles Superior Court Case No. SC127072. On March 1, 2017, Aghchay filed suit against Spannhoff and others for trespass and nuisance in Los Angeles Superior Court Case No. BC651893. The two cases were subsequently consolidated, with Case No. SC127072 as the lead case (the "State Court Litigation"). One of the principal issues in the State Court Litigation is the location of the boundary line between the Property and Aghchay's adjoining property, located at 1003 N. Beverly Glen Blvd., Los Angeles, CA 90077. Establishing the location of the property line by declaratory relief or otherwise in the State Court Litigation is critical for determining whether a portion of the improvements upon the Property may need to be demolished and removed, as well as to also settle or otherwise resolve criminal charges pending against Spannhoff in connection with alleged unpermitted construction upon the Property. Stephen M. Feldman will be paid at the hourly rate of $375. Stephen M. Feldman will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen M. Feldman, partner of the Law Offices of Stephen M. Feldman, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Stephen M. Feldman can be reached at: Stephen M. Feldman, Esq. LAW OFFICES OF STEPHEN M. FELDMAN 2420 Rikkard Drive Thousand Oaks, CA 91362 Tel: (818) 261-7749 E-mail: smfkef@aol.com About 01 BH Partnership 01 BH Partnership is the fee owner of a 1,087-square-foot family residence located at 1001 N. Beverly Glen Blvd., Los Angeles. It also owns 10 percent interests in 18 adjacent undeveloped, vacant lots. It previously sought bankruptcy protection (Bankr. C.D. Cal. Case No. 18-11040) on April 25, 2018. 01 BH Partnership again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-11924) on July 31, 2019. At the time of the filing, the Debtor disclosed $245,000 in assets and $10,562,927 in liabilities. The case is assigned to Judge Maureen Tighe. The Law Offices of Mark E. Goodfriend is the Debtor's counsel. 239 CARNATION LLC: Hires Weiland Golden as Counsel -------------------------------------------------- 239 Carnation LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Weiland Golden Goodrich LLP, as counsel to the Debtor. 239 Carnation LLC requires Weiland Golden to: 1. advise the Debtor with respect to the requirements and provisions of the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules, U.S. Trustee Guidelines and other applicable requirements which may affect the Debtor; 2. assist the Debtor in preparing and filing amended Schedules and Statement of Financial Affairs, complying with and fulfilling U.S. Trustee requirements, and preparing other documents as may be required after the initiation of a chapter 11 case; 3. assist the Debtor in negotiations with creditors and other parties-in-interest; 4. assist the Debtor in the preparation of a disclosure statement and formulation of a chapter 11 plan of reorganization; 5. advise the Debtor concerning the rights and remedies of the estate and of the Debtor in regard to adversary proceedings which may be removed to, or initiated in, the Bankruptcy Court; 6. prepare all motions, applications, answers, orders, reports, and papers on behalf of the Debtor that are necessary to the administration of the Case; 7. represent the Debtor in any proceeding or hearing in the Bankruptcy Court in any action where the rights of the estate or the Debtor may be litigated, or affected; and 8. otherwise provide those services to the Debtor as are generally provided by general counsel to a debtor and debtor-in-possession in a chapter 11 case. The firm's hourly rates range from $250 to $750. The attorneys who will be handling the case are: Jeffrey I. Golden $750 Beth E. Gaschen $550 Ryan W. Beall $450 On March 31, 2020, Weiland Golden received an initial retainer of $10,000 ("Initial Retainer") from Stephen Perkins, the Debtor's managing member, all of which was applied pre-petition to the Firm's fees and expenses. Post-petition, Weiland Golden will receive a monthly replenishing retainer of $10,000 ("Monthly Retainer") from Mr. Perkins, as necessary, on or before the 15th day of each month during the pendency of the Case beginning April 2020. Jeffrey I. Golden, a partner at Weiland Golden, disclosed in a court filing that his firm neither holds nor represents any interest adverse to the Debtor's estate, creditors or equity security holders. Weiland Golden can be reached through: Jeffrey I. Golden, Esq. Beth E. Gaschen, Esq. Weiland Golden Goodrich LLP 650 Town Center Drive, Suite 950 Costa Mesa, CA 92626 Tel: 714-966-1000 Fax: 714-966-1002 E-mail: jgolden@wgllp.com bgaschen@wgllp.com About 239 Carnation 239 Carnation LLC, based in Newport Beach, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11083) on March 31, 2020. In the petition signed by Steve Perkins, member, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. The Hon. Scott C. Clarkson oversees the case. Jeffrey I. Golden, Esq., at Weiland Golden Goodrich LLP, serves as bankruptcy counsel to the Debtor. 335 LAKE AVENUE: Seeks to Hire Alex R. Hess Law as Counsel ---------------------------------------------------------- 335 Lake Avenue, LLC, seeks authority from the United States Bankruptcy Court for the District of Colorado to hire Alex R. Hess Law Group as its counsel. 335 Lake requires Alex R. Hess Law to: a. assist in the production of the Debtor's schedules and statement of financial affairs and other pleadings necessary to file its chapter 11 case; b. assist in the negotiation and preparation of the Debtor's anticipated sale of substantially all assets; c. assist in the preparation of the Debtor's plan of reorganization and disclosure statement; d. prepare on behalf of the Debtor all necessary applications, complaints, answers, motions, orders, reports, and other legal papers; e. represent the Debtor in adversary proceedings and contested matters related to the Debtor's bankruptcy case, if applicable; f. represent the Debtor in the sale of substantially all of its assets, and during any and all sale periods, auctions, and sale hearings in this case; g. provide legal advice with respect to the Debtor's rights, powers, obligations and duties as chapter 11 debtor in possession in the continuing operation of the Debtor's business and the administration of the estate; and h. provide other legal services for the Debtor as necessary and appropriate for the administration of the Debtor's estate. The counsel will charge $300 per hour for its services. In the event paralegal work is performed, the paralegal will bill at a rate of $110 per hour. Alex R. Hess Law is a "disinterested person," as defined under Bankruptcy Code Sec. 101(14), according to court filings. The firm can be reached through: Alex R. Hess, Esq. Alex R. Hess Law Group 245 First Street, 18th Floor, Riverview II Cambridge, MA 02142 Tel. (610) 730-9472 Fax.(617) 444-8405 Email: ahess@arhlawgroup.com About 335 Lake Avenue, LLC 335 Lake Avenue, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). 335 Lake Avenue, LLC, filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-12378) on April 1, 2020. In the petition signed by James K. Daggs, manager of LLC, the Debtor estimated $10 million to $50 million in both assets. Alex R. Hess, Esq. at ALEX R. HESS LAW GROUP is the Debtor's counsel. 3443 ZEN: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- The Office of the U.S. Trustee on May 12, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of 3443 Zen Garden, LP. About 3443 Zen Garden 3443 Zen Garden, LP is a "single asset real estate" debtor (as defined in 11 U.S.C. Section 101(51B)). On March 22, 2020, creditors Lyle America, Austin Glass & Mirror, Inc. and ACM Services, LLC filed an involuntary Chapter 11 petition against 3443 Zen Garden (Bankr. W.D. Texas Case No. 20-10410). The petitioning creditors are represented by Kell C. Mercer, Esq., at Kell C. Mercer, PC. Judge H. Christopher Mott oversees the case. Gregory S. Milligan was appointed as Chapter 11 trustee for 3443 Zen Garden. Wick Phillips Gould & Martin, LLP and HMP Advisory Holdings, LLC serve as the trustee's bankruptcy counsel and financial advisor, respectively. 78 AVENUE GLENDALE: Case Summary & 2 Unsecured Creditors -------------------------------------------------------- Debtor: 78 Avenue Glendale LLC (DE) 1688 Meridian Ave, 7th Floor Miami Beach, FL 33139 Business Description: 78 Avenue Glendale LLC is a privately held company whose principal assets are located at 58-41 78th Avenue, Ridgewood, NY 11385. Chapter 11 Petition Date: May 14, 2020 Court: United States Bankruptcy Court Southern District of Florida Case No.: 20-15329 Judge: Hon. Laurel M. Isicoff Debtor's Counsel: Joel M. Aresty, Esq. JOEL M. ARESTY, P.A. 309 1st Ave S Tierra Verde, FL 33715 Tel: 305-904-1903 E-mail: aresty@icloud.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Yonel Devico, mgm. A copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/wOq7Wt A.S. & C.B.: $13K Sale of 2 Trailers to Harkins Approved -------------------------------------------------------- Judge Michael A. Fagone of the U.S. Bankruptcy Court for the District of Maine authorized A.S. & C.B. Gould & Sons, Inc.'s sale of its 2006 Stairs Trailer (VIN 1S9LS463061260554) and Knuckle Boom Loader (VIN PR64512) to Gary Harkins for $13,084. The sale is free and clear of any and all liens, claims, and interests of any kind or nature whatsoever. The automatic stay provisions of Section 362 of the Bankruptcy Code are lifted and modified to the extent necessary to implement the terms and conditions of the sale and the provisions of the Order, including the discharge of any liens against the Trailer. Upon the closing of the sale, Lender Community Concepts is authorized to distribute from the proceeds of such sale in accordance with the terms of the Motion, and CAT will apply such funds consistent with the Motion. Notwithstanding the provisions of Bankruptcy Rule 6004(h), the Order will not be stayed and will be effective immediately upon entry, and the Debtor and Harkins are authorized to close the sale at the earliest practicable time upon the entry of the Order. About A.S. & C.B. Gould & Sons, Inc. A.S. & C.B. Gould & Sons, Inc. is a trucking company based at 9 Walton Mills Road, Skowhegan, Maine. A.S. & C.B. Gould & Sons, Inc. sought Chapter 11 protection (Bankr. D. Me. Case No. 20-10093) on Feb. 25, 2020. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Adam R. Prescott, Esq., at Bernstein, Shur, Sawyer & Nelson, P.A. as counsel. The petition was signed by Michael R. Gould, president and stockholder. ABRAXAS PETROLEUM: Egan-Jones Cuts Senior Unsecured Ratings to B- ----------------------------------------------------------------- Egan-Jones Ratings Company, on May 4, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Abraxas Petroleum Corporation to B- from B+. EJR also downgraded the rating on commercial paper issued by the Company to B from A3. Headquartered in San Antonio, Texas, Abraxas Petroleum Corporation operates as an exploration and production company. The Company explores and develops oil and natural gas. ACCO BRANDS: S&P Cuts ICR to 'BB-' on Macroeconomic Headwinds ------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on U.S.-based ACCO Brands Corp. to 'BB-' from 'BB'. The outlook is negative. S&P also lowered its ratings on the company's senior unsecured debt to 'BB-' from 'BB'. The recovery rating remains '4'. S&P's downgrade reflects its expectation of lower profitability and increased leverage as a result of deteriorating global macroeconomic conditions. The downgrade reflects S&P's expectation that leverage will peak around 5x in fiscal 2020 due to the impact of office closures globally stemming from the spread of the coronavirus. If a recovery occurs in 2021, then S&P anticipates leverage to improve to the mid-4x area by the second half of 2021. The company generates roughly 50% of its revenue through commercial-end customers, which is tied to white-collar employment levels and will suffer due to large-scale layoffs associated with business closures and the ensuing recession. The company currently has limited leverage headroom at the 'BB' rating, with leverage for the 12 months ended March 31, 2020 at 3.9x. Despite countries around the world beginning to reopen businesses, S&P expects 2020 GDP to decline 5.2% in the U.S., 7.3% in the Eurozone, and 4.8% in the Latin American region. In addition, S&P expects a greater shift to work-from-home arrangements because businesses and employees will remain cautious about large scale congregation." This will primarily result in lower replenishment rates of office supplies and potential trade-downs to private label products and most negatively affect categories such as storage and organization products, as companies accelerate cloud storage systems, and collaboration products, such as dry erase boards. The back-to-school season has historically been relatively countercyclical, but will likely be negatively affected this year by social distancing measures or more virtual learning. While initial back-to-school sell-in in the U.S. and Canada is largely expected to be in line with the previous year, there could be risk of trade down by consumers due to lower discretionary spending and lower replenishment rates. In addition, classrooms might adopt greater online learning arrangements or schools could remain closed into the upcoming fall semester in the northern hemisphere, which could decrease sell-through for the company's products. S&P forecasts sales to decline by at least 25% in the second quarter, primarily driven by weaker office-supply sales; however, if back-to-school sell-through is weaker ahead of the start of the fall semester, retailers will reduce replenishment orders, which comprise roughly 30% of back-to-school season sales in North America, further exacerbating revenue decline. As sales volumes decline, the company will also suffer lower overhead absorption because it produces 50% of its sales in its own manufacturing facilities. The company derives approximately 64% of its revenue from consumable products; while recurring orders should bolster top line, some of this could be affected as demand for certain products such as lamination could decline if some schooling remains online. Despite weaker operating performance, S&P expects the company to generate ample free cash flow and maintain adequate liquidity. Although it does expect operating performance deterioration, S&P expects the company to generate free cash flow of at least $100 million in fiscal 2020, aided by reduced capital expenditures of about $20 million, down from $33 million in 2019. While there could be some elevated intrayear working capital volatility because some early inventory orders were placed ahead of the sudden and severe degradation of the global economy due to the coronavirus, S&P believes management will remain cautious with working capital use through the rest of the year and place an emphasis on high performing stock-keeping units such as notebooks, air purifiers, and art products. S&P expects the company to use its free cash flow generation to repay debt and continue funding its dividend. The rating agency expects the company to pause share repurchases and not pursue sizable acquisitions for the remainder of fiscal 2020. ACCO's business is highly cyclical and continues to be tied to macroeconomic trends, despite product and geographic diversification. S&P's ratings factor in ACCO's concentration in the competitive office products industry, which tends to be cyclical and discretionary. The branded office products industry tends to be highly competitive, with a high degree of private label penetration in certain product categories. While the company's scale and diversification into more school products have improved substantially since the last recession, demand for office supplies remains largely tied to GDP and white collar employment trends. The negative outlook reflects the risk of performance deterioration from a further weakening of the macroeconomic environment, such that S&P would lower the ratings over the next 12 months. "We would lower our ratings if we expected the company to sustain debt leverage at or above 5x by the latter part of 2021. We believe this could occur if white collar unemployment levels weakened and took longer to recover or if there were a greater shift to online school learning, resulting in a significant decline for the company's products. We believe this could also occur if customers substantially traded down to private labels, resulting in market share losses for ACCO," S&P said. "We could revise the outlook to stable if macroeconomic conditions stabilized such that white collar employment levels improved, revenue returned to growth, and leverage were maintained at least in the mid-4x area or below in 2021," the rating agency said. ADVANCE PAIN: June 9 Plan & Disclosures Hearing Set --------------------------------------------------- On April 29, 2020, debtor Advance Pain Management and Rehabilitation Institute, Inc. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement. On May 1, 2020, Judge Enrique S. Lamoutte conditionally approved the Disclosure Statement and established the following dates and deadlines: * Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 10 days prior to the date of the hearing on confirmation of the Plan. * Any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan shall be filed on/or before ten (10) days prior to the date of the hearing on confirmation of the Plan. * The Debtor will file with the Court a statement setting forth compliance with each requirement in Section 1129, the list of acceptances and rejections and the computation of the same, within seven working days before the hearing on confirmation. * June 9, 2020, at 2:00 p.m. at the U.S. Bankruptcy Court, U.S. Post Office and Courthouse Building, 300 Recinto Sur, Courtroom No. 2, Second Floor, San Juan, Puerto Rico is the hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan. A copy of the order dated May 1, 2020, is available at https://tinyurl.com/y8tcjobp from PacerMonitor at no charge. About Advance Pain Management Advance Pain Management and Rehabilitation owns and operates ambulatory health care facilities. Ambulatory surgery centers (or outpatient surgery centers) are health care facilities where surgical procedures not requiring an overnight hospital stay are performed. Advance Pain Management and Rehabilitation filed a petition under Chapter 11 of Title 11, United States Code (Bankr. D.P.R. 19-03941) on July 11, 2019. In the petitions signed by Dr. Renier Mendez, president, the Debtor disclosed $69,818 in assets and $122,108 in liabilities. Isabel M. Fullana, Esq., at Garcia-Arregui & Fullana, PSC, represents the Debtor. ADVANCED MICRO: Egan-Jones Hikes Senior Unsecured Ratings to BB- ---------------------------------------------------------------- Egan-Jones Ratings Company, on May 7, 2020, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Advanced Micro Devices, Inc. to BB- from B+. Advanced Micro Devices, Inc. is an American multinational semiconductor company based in Santa Clara County, California that develops computer processors and related technologies for business and consumer markets. AERKOMM INC: Delays Filing of Quarterly Report Due to COVID-19 -------------------------------------------------------------- Due to the outbreak of coronavirus disease 2019 (COVID-19), Aerkomm Inc. filed a current report on Form 8-K with the Securities and Exchange Commission to avail itself of an extension to file its Quarterly Report on Form 10-Q for the period ended March 31, 2020, which was originally due on May 15, 2020, relying on an order issued by the SEC on March 4, 2020 (Release No. 34-88318) pursuant to Section 36 of the Securities Exchange Act of 1934, as amended, regarding exemptions granted to certain public companies, as such order was amended by the SEC on March 25, 2020 (Release 34-88465). On March 19, 2020, the Governor of California, Gavin Newsom, instituted a state-wide "shelter in place" order which is still in effect. As a result of this order, the Company's day-to-day administrative operations, which are based at its executive offices in Fremont, California, have been disrupted and this has resulted in the Company's inability to internally finalize the preparation of its financial statements for the period ended March 31, 2020. In light of the ongoing hardships caused by the onset and continuation of the coronavirus and its impact on our business, and in accordance with the Orders, the Company stated the following: * The delay in the filing of the Company Quarterly Report is due to the California "shelter in place" order and related staffing difficulties by the Company as a result of the COVID-19 pandemic, materially impairing the Company's ability to timely prepare, review and file its Quarterly Report by May 15, 2020. * The Company currently expects to file the Quarterly Report on or before the 45th day after the original due date for the Quarterly Report. About Aerkomm Headquartered in Nevada, USA, Aerkomm Inc. -- http://www.aerkomm.com/-- is a full-service development stage provider of in-flight entertainment & connectivity (IFEC) solutions, intended to provide airline passengers with a broadband in-flight experience that encompasses a wide range of service options. Those options include Wi-Fi, cellular, movies, gaming, live TV, and music. The Company plans to offer these core services, which it is currently still developing, through both built-in in-flight entertainment systems, such as a seat-back display, as well as on passengers' own personal devices. Aerkomm recorded a net loss of $7.98 million for the year ended Dec. 21, 2019, compared to a net loss of $8.15 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $49.99 million in total assets, $4.17 million in total liabilities, and $45.82 million in total stockholders' equity. AIM INDUSTRIES: Seeks to Hire Richard L. Brown, CPA as Accountant ----------------------------------------------------------------- AIM Industries, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Richard L. Brown, CPA, PLLC, as its accountant. The professional services the Accountant shall render are: a. prepare and file tax returns and conduct tax research including contacting the Internal Revenue Service; b. perform normal accounting and other accounting services as required by the Debtor; and c. prepare and/or assist the Debtor in preparing Court ordered reports, including the United States Trustee Reports (i.e., Monthly Operating Reports and a 12 month actual/historical income & expense report with a five year projection, if necessary) and any documents necessary for the Debtor's disclosure statement. Compensation for the Accountant is a follows: a. A $500 initial retainer to be billed against at: i. An hourly rate of $175.00 for services rendered by the Accountant; ii. a range of $100.00-$50.00 per hour for services rendered by accounting staff; and iii. reimbursement of out of pocket costs such as computer charges, copies and postage for the accounting services; b. The Accountant will file interim applications for approval of compensation with the Court; and c. No fees will be paid until applied for and an order entered authorizing the payments by this Court. The accountant neither represents nor holds any interest adverse to the Debtor as Debtor-In-Possession, to its Estate, or to the Debtor's creditors in the matters upon which it is to be engaged, according to court filings. The firm can be reached through: Richard L. Brown, CPA Richard L. Brown & Co. PLLC 2012 W. Cass St., 2nd Floor Tampa, FL 33606 Phone: 813-258-0338 About AIM Industries LLC Based in Riverview, Fla., AIM Industries, LLC filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 20-00031) on Jan 03, 2020, listing under $1 million in both assets and liabilities. Buddy D. Ford, P.A. is the Debtor's legal counsel. AIR INDUSTRIES: Posts $1.06 Million Net Income in First Quarter --------------------------------------------------------------- Air Industries Group reported net income of $1.06 million on $13.45 million of net sales for the three months ended March 31, 2020, compared to a net loss of $923,000 on $13.88 million of net sales for the three months ended March 31, 2019. As of March 31, 2020, the Company had $54.05 million in total assets, $40.87 million in total liabilities, and $13.18 million in total stockholders' equity. Financial impacts related to COVID-19 were not material to the Company's first quarter 2020 financial position, results of operations or cash flows. Going forward, the Company currently expects the COVID–19 crisis to result in a reduction to 2020 revenue and operating margins in portions of its business driven primarily by supplier disruption, changes in employee productivity, and related program delays or challenges. Air Industries said, "Our Company, employees, suppliers and customers, and our global community are facing tremendous challenges and we cannot predict how this dynamic situation will evolve or the impact it will have. "With respect to the remainder of 2020, the negative impact COVID-19 may have on the broader global economy and the pace of the economic recovery and the aerospace industry is unknown. Given the unknown magnitude of the depth and duration of this crisis, we anticipate a more challenging macroeconomic environment in the remainder of the year." The CARES Act established a program with provisions to allow U.S. companies to defer the employer's portion of social security taxes between March 27, 2020 and December 31, 2020 and pay such taxes in two installments in 2021 and 2022. In addition, the U.S. Department of Defense has, to date, taken steps to increase the rate for certain progress payments from 80 percent to 90 percent for costs incurred and worked performed on relevant contracts. The Company expects both of these actions should help mitigate COVID-19 related negative impacts to itsoperating cash flows for the remainder of the year. A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/WwKce5 About Air Industries Headquartered in Bay Shore, New York, Air Industries Group is an integrated manufacturer of precision equipment assemblies and components for aerospace and defense prime contractors. Air Industries recorded a net loss of $2.73 million for the year ended Dec. 31, 2019, compared to a net loss of $10.99 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $51.09 million in total assets, $40.88 million in total liabilities, and $10.21 million in total stockholders' equity. ALL AMERICAN DEMOLITION: Case Summary & 19 Unsecured Creditors -------------------------------------------------------------- Debtor: All American Demolition and Dismantling, LLC 411 Wilson Avenue Newark, NJ 07105 Business Description: All American Demolition and Dismantling, LLC is a demolition contractor in Newark, New Jersey. Chapter 11 Petition Date: May 14, 2020 Court: United States Bankruptcy Court District of New Jersey Case No.: 20-16552 Debtor's Counsel: Bruce H. Levitt, Esq. LEVITT & SLAFKES, P.C. 515 Valley Street Suite 140 Maplewood, NJ 07040 Tel: (973) 313-1200 E-mail: BLevitt@levittslafkes.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Theodore Fiore, Jr., 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/X5MLH2 ALL STAR ELECTRICAL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The Office of the U.S. Trustee on May 12, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of All Star Electrical, LLC. About All Star Electrical All Star Electrical, LLC, an electrical contractor based in Grain Valley, Mo., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 20-40353) on Feb. 21, 2020. At the time of the filing, the Debtor had estimated assets of at least $50,000 and liabilities of between $100,001 and $500,000. Judge Dennis R. Dow oversees the case. Colin Gotham, Esq., at Evans & Mullinix, P.A., is the Debtor's legal counsel. AMERIGRADE CORP: Hires Resnik Hayes as Bankruptcy Counsel --------------------------------------------------------- Amerigrade Corp. seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Resnik Hayes Moradi LLP, as counsel to the Debtor. Amerigrade Corp. requires Resnik Hayes to: a. advice and assistance regarding compliance with the requirements of the United States Trustee ("UST"); b. advice regarding matters of bankruptcy law, including the rights and remedies of the Debtor in regard to its assets and with respect to the claims of creditors; c. advice regarding cash collateral matters; d. conduct examinations of witnesses, claimants or adverse parties and to prepare and assist in the preparation of reports, accounts and pleadings; e. advice concerning the requirements of the Bankruptcy Code and applicable rules; f. assist with the negotiation, formulation, confirmation and implementation of a Chapter 11 plan of reorganization; and g. make any appearances in the Bankruptcy Court on behalf of the Debtor; and to take such other action and to perform such other services as the Debtor may require. Resnik Hayes will be paid at these hourly rates: Partners $425 to $525 Associates $200 to $350 Paralegals $135 The Debtor paid Resnik Hayes a retainer in the amount of $11,717 on March 5, 2020. Resnik Hayes will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew D. Resnik, a partner at Resnik Hayes Moradi, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Resnik Hayes can be reached at: Matthew D. Resnik, Esq. Roksana D. Moradi-Brovia, Esq. RESNIK HAYES MORADI LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 E-mail: matt@RHMFirm.com roksana@RHMFirm.com About Amerigrade Corp. Amerigrade Corp., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 20-10543) on March 5, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Matthew D. Resnik, Esq., of Resnik Hayes Moradi. AMPLE HILLS: St. George Equities Removed as Committee Member ------------------------------------------------------------ The U.S. Trustee for Region 2 disclosed in a notice filed with the U.S. Bankruptcy Court for the Eastern District of New York that as of May 12, these creditors are the members of the official committee of unsecured creditors appointed in the Chapter 11 cases of Ample Hills Holdings, Inc. and its affiliates: 1. Danielle Galland Interior Design, Inc. 39 West 32nd Street, Suite 903 New York, New York 10001 Tel: 917-207-6945 Attn: Danielle L. Galland 2. FDP Ice Cream, Inc. 1241 McDonald Avenue Brooklyn, New York 11230 Tel: 917-376-6577 Attn: John Panzella 3. Actium Partners, LLC 111 East Broadway, Suite 390 Salt Lake City, Utah 84111 Tel: 801-983-6701 Attn: Paul Christenson St. George Equities, LLC's name did not appear in the notice. The company was appointed as committee member on April 16, court filings show. About Ample Hills Holdings Ample Hills Holdings, Inc. -- https://www.amplehills.com/ -- is a Brooklyn-based producer, distributor, and retailer of ice cream and related merchandise. It currently operates 10 retail stores and kiosks, which are primarily located in the metropolitan New York area, and a factory in the Red Hook neighborhood of Brooklyn. On March 15, 2020, Ample Hills Holdings and its affiliates sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 20-41559). In the petition signed by Phillip Brian David Smith, CEO, Ample Hills Holdings was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Nancy Hershey Lord is the case judge. The Debtors tapped Herrick Feinstein, LLP as legal counsel, and SSG Capital Advisors, LLC as investment banker. Bankruptcy Management Solutions, Inc., doing business as Stretto, is the claims agent. ARCHDIOCESE OF SANTA FE: Seeks Approval to Hire Real Estate 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 Liz McGuire, associate broker with Coldwell Banker Legacy, as its real estate broker. The broker will provide appraisal services for the Debtor's properties in Sandia Park and Edgewood, N.M. She will receive a commission equal to 10 percent of the sales price. Ms. McGuire assures the court that she is a "disinterested person" as such term is defined in Sec. 101(14) of the Bankruptcy Code. Ms. McGuire can be reached at: Liz McGuire Coldwell Banker Legacy 12042 Highway 14 N Cedar Crest, NM 87008 Phone: 505-281-0000 Fax: 505-212-9726 Email: lizmcguire@eastmountainliving.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. ARROW ELECTRONICS: Egan-Jones Cuts Senior Unsecured Ratings to BB ----------------------------------------------------------------- Egan-Jones Ratings Company, on May 7, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Arrow Electronics, Inc. to BB from BB+. Headquartered in Centennial, Colorado, Arrow Electronics, Inc. distributes electronic components and computer products to industrial and commercial customers. ASPEN LANDSCAPING: Court Okeys DIP Financing on Final Basis ----------------------------------------------------------- Judge Vincent F. Papalia authorized Aspen Landscaping Contracting, Inc., to obtain secured post-petition financing, on a final basis, from (1) Capital 1st Credit, LLC consisting of an accounts receivable factoring agreement in the maximum amount of $1,500,000 and (2) Equify Financial, LLC, consisting of a finance agreement in the amount $750,000. The DIP funds will provide for the Debtor's general operating and working capital needs and for the administration of the Debtor's Chapter 11 case. The Debtor initially sought to obtain up to $875,000 of financing from Equify. As security for the obligations: * Equify is granted first priority liens and security interests in and on all of the Debtor's equipment that is made subject to the security interests (granted to Equify under the Equify DIP facility) that was not encumbered as of the Petition Date. * C1C is granted first priority liens and security interests in and on all of the Debtor's accounts receivable factored by C1C that is made subject to the security interests granted to C1C under the C1C DIP facility that was not encumbered as of the Petition Date. The Court further ruled that upon the funding of the DIP facilities, the Debtor is authorized and directed to pay to M&T Bank all outstanding amounts due and owing under (a) the parties' existing loan documents, (b) the emergency DIP stipulation, and (c) the final cash collateral order. The Debtor has sought, by the motion, to pay the remaining balance of approximately $270,000 to M&T Bank on a Daily Adjusting Libor Revolving Line Note (up to a maximum principal amount of $5 million, later increased to $6 million, as amended) M&T Bank provided the Debtor in June 2015 to fund the Debtor's business operations. The emergency DIP stipulation provided DIP financing of up to $200,000 pursuant to the terms of the pre-petition loan documents between the Debtor and M&T Bank. About Aspen Landscaping Contracting Aspen Landscaping Contracting, Inc. -- https://www.aspennj.net/ -- is a landscaping contractor located in Union, New Jersey serving commercial and residential clients. The company offers wetland mitigation, planting, hydroseeding, irrigation, railroad spraying, tree removal/pruning/clearing, erosion control/soil stabilization, soil procurement and grading, and landfill work. Aspen Landscaping Contracting sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-31885) on Nov. 20, 2019 in Newark, New Jersey. In the petition was signed by Maria A. Fuentes, president, the Debtor was listed with total assets at $2,429,468 and total liabilities at $2,510,983. Judge Vincent F. Papalia oversees the case. The Debtor tapped McManimon, Scotland & Baumann, LLC as its legal counsel, and Sax, LLP as its accountant. ASTRA ACQUISITION: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating of Astra Acquisition Corp. at 'B'. Fitch has also affirmed the first lien credit facilities at 'BB-'/'RR2' and the second lien term loan at 'CCC+'/'RR6'. The Rating Outlook is Stable. The ratings and Stable Outlook reflect Astra's high Fitch-calculated pro forma total leverage (total debt with equity credit/EBITDA) of roughly 7x at year-end 2020 and Fitch's expectations that prolonged college closures will weigh on revenue growth over the near term. The ratings are supported by Astra's high customer retention rates, strong recurring revenues, significant market position, comprehensive product offering and strong cloud-based technology platform. KEY RATING DRIVERS Coronavirus Impact: Colleges will face revenue pressure from lower enrolments and the loss of non-tuition revenue sources as they weigh their reopening plans. State Government support will also be negatively affected by the reduction in tax revenues along with increased spending for prevention and treatment. Fitch expects smaller private schools, which account for less than 10% of Astra's total revenues, will be disproportionately affected by the recent shutdowns. The economic dislocation caused by the coronavirus may adversely affect the technology upgrade investment cycle, resulting in lower professional services revenue for the FY2021 period and lower growth through the rating horizon. However, Fitch believes long-term enrolment will stabilize as college degrees continue to be a necessity for many employers. In addition, college enrolment typically increases during recessions as jobs are harder to find and people look to augment their skills. Highly recurring revenues driven by strong subscription sales: 80% of Astra's LTM revenues are recurring in nature (combination of maintenance and subscription). Astra's subscription-based offering is well established with subscription revenues (47% of total revenues) growth outpacing declines in maintenance (26% of revenues) and perpetual licenses (4% of revenues). Fitch expects subscription renewal rates to remain strong due to the mission critical nature of the SIS offering. Attractive Customer Dynamics: On a pro-forma basis, the CMC (1,050 clients) + EdCentric (1,400 clients) combination results in a diverse and high-quality customer base reaching over 2,400 clients with the top-five customers together only contributing 7% of revenues. On a combined basis, Astra's annual customer retention rates are in excess of 90% with gross ACV retention in excess of 95%, highlighting the stable and attractive client base. Additionally, there is no overlap between the product portfolio offered by CMC and EdCentric, and the average customer only uses 1.7 Astra products. Strong Margin and FCF Profile Supportive of Higher Leverage: Astra's 30% EBITDA margins are in line with its SaaS peers in this scale category. Despite the sizeable interest burden, Fitch expects Astra will generate high single digit FCF margins that will increase to the double-digit level as synergies and cost savings are achieved. Leverage is expected to remain in the 6x range through the rating horizon. DERIVATION SUMMARY Fitch's ratings and Outlook for Astra are supported by the company's highly recurring revenues, strong product portfolio and technology platform and proven ability to gain share relative to their larger peers. A sizable installed base of subscriptions and a strong professional services backlog provide near-term revenue stability, despite the near-term headwinds to the higher education sector. Astra's ratings are constrained by its smaller scale relative to the larger and more diversified education software peers, such as Ellucian (NR), Oracle (A/Stable) and Workday (NR) and its high leverage. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: -- Pro-forma revenues are expected to decline by mid-single digits in FY2021 owing to the economic fallout of the coronavirus pandemic and delayed buying decisions on system upgrades; -- Thereafter, revenues are expected to grow at a mid- to high-single-digit rate as college enrolments stabilize; -- EBITDA margins are expected to improve to the mid-30% range driven by the combination of both companies and the resulting synergies and cost savings; -- No incremental acquisition activity. Recovery Considerations The recovery analysis assumes that Cambium would be considered a going concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. Astra's recovery analysis assumes significant delays in new software sales and implementations and ongoing industry issues in the Higher Ed segment dragging down revenues. Longer-than-anticipated coronavirus-related shutdowns delay the company's ability to achieve the previously detailed cost cuts and synergies, further pressuring margins. The post-reorganization going concern EBITDA of $47 million also takes into account Astra's operating performance relative to its competitors and its overall industry segments. Fitch assumes that Astra will receive a going concern recovery multiple of 7x. The estimate considers several factors including the company's highly recurring revenue streams, the strength of the product offering, stability of end market demand and the long-term secular growth trends for the sector. The estimate also considers the strong trading multiples for other software providers to the higher education system like Chegg and Blackbaud. Additionally, median M&A multiples for the sector are in the double-digit range. Fitch assumes a fully drawn revolver ($40 million) in its recovery analysis since credit revolvers are tapped as companies are under distress. Fitch estimates strong recovery prospects for the first lien credit facilities and rates them 'BB-'/'RR2', or two notches above Astra's 'B' IDR. Fitch estimates limited recovery prospects for the second lien term loan and rates it 'CCC+'/'RR6', two notches below Astra's IDR. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Management maintains total debt with equity credit/operating EBITDA below 5.5x, or FFO leverage below 5.5x; -- Revenue growth in the high-single-digits, implying market share gains. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch's expectation of forward total leverage sustaining above 7x or FFO leverage above 7.0x; -- Sustained negative revenue growth; -- FFO fixed-charge coverage sustaining below 1.5x. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Astra has strong liquidity supported by roughly $65 million in balance sheet cash and $27 million in revolving credit availability ($40 million facility) as of March 31, 2020. Additionally, Fitch forecasts the Company will remain FCF positive through the rating horizon, with FCF margins in the mid-teens by FY2022. There are no material near-term maturities and scheduled annual amortization only comprises 1% of the first lien term loan outstanding. ESG Considerations Fitch has assigned an ESG relevance score of 4 for Customer Welfare- Fair Messaging, Privacy and Data Security. Some of Astra's products require them to have access to highly confidential student and faculty information, which could present a material credit risk in case of a breach. Fitch notes that there has been no data breach at either CMC or EdCentric to date. Except for the matters discussed, the highest level of ESG credit relevance, if present, is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity(ies), either due to their nature or the way in which they are being managed by the entity(ies). REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. AVIS BUDGET: DBRS Lowers LongTerm Issuer Rating to B ---------------------------------------------------- DBRS, Inc. has downgraded the ratings of Avis Budget Group, Inc., and its related subsidiary Avis Budget Car Rental, LLC, including the Company's Long-Term Issuer Rating to B from BB (low). The Company's ratings remain Under Review with Negative Implications. KEY RATING CONSIDERATIONS The rating action reflects the severe pressure that the Coronavirus Disease (COVID-19) is placing on Avis Budget's credit fundamentals. The material decline in airline passenger travel as well as the significant contraction in local off-airport rental car demand, is pressuring the Company's revenues and cash flows. These headwinds were evident in Avis Budget's steeper year-on-year net loss in 1Q20. DBRS Morningstar anticipates that Avis Budget's full-year 2020 bottom line will remain highly pressured, in particular in 2Q20, given that the pandemic will keep travel demand significantly below historical levels. We expect improved results in 2H20 as the economy reopens, travel restrictions abate, and the Company right sizes its fleet to improve vehicle utilization. Additionally, the Company's significant cost reduction initiatives will partially mitigate the revenue headwinds from lower rental demand. However, a significant second wave of the pandemic would be very challenging for Avis Budget. Avis Budget reported a $158 million net loss in 1Q20, worse than the $91 million net loss in 1Q19, due to a 9% decline in revenues, partially offset by a 2% decrease in total expenses. The higher loss reflected the material drop-off in rental volumes in March, driven by the severe slowdown in both on-airport and off-airport business. Offsetting pressured revenues, the Company is significantly reducing its expense base. Indeed, the Company announced that it had achieved over $2 billion in annual costs removal actions to date, underscored by the reduction or furlough of approximately 70% of its global workforce. The rating action also reflects the Company's pressured liquidity position, especially given its constrained cash flow generation along with material levels of interest expense, lease costs, and other working capital needs. That said, the Company expects its cash burn to moderate as 2Q20 progresses reflecting the substantial actions taken by management to align costs with the lower demand environment. Overall, the Company believes it has adequate liquidity for the balance of 2020 and into 2021, based on its estimated cash burn projections which include a $400 million cash usage in April, $250 million in May, and $150 million in June. Thereafter, the Company expects to be cash-flow positive. As of March 31, 2020, Avis Budget had approximately $1.6 billion in liquidity ($1.4 billion of available cash and cash equivalents, and $225 million of availability under its revolving credit facility). Liquidity will be further bolstered by the recently announced pricing of a $500 million issuance of privately placed senior secured notes due in 2025. Overall, the Company's debt maturities are manageable with no meaningful corporate debt coming due until 2023, and no material level of fleet financing maturities in 2020. The adequacy of the Company's liquidity position will, in part, be driven, by its ability to quickly right-size its fleet to better match demand. However, the Company will be selling vehicles into stiff headwinds, including a sales channel where most physical wholesale auctions are closed and many auto dealerships' sales activities have been restricted to online sales. Moreover, the recent spike in unemployment will likely result in lower used vehicle sales volumes. These factors will likely result in the Company incurring losses on the disposition of vehicles. Avis Budget's balance sheet is further pressured by its high level of collateralized funding. Indeed, with the majority of its assets encumbered, the Company's financial flexibility is limited, especially during periods of stress, which results in the one-notch differential between the Long-Term Issuer Rating and Long-Term Senior Debt rating. The maintenance of the Under Review with Negative Implications reflects the heightened level of uncertainty related to the ultimate duration of the downturn caused by the coronavirus and the overall impact on demand for both leisure and commercial travel and thereby earnings. While Avis Budget has indicated it is seeing early signs of improvement in rental demand for June and July, this improvement remains fragile and at risk from any potential second wave of the coronavirus. During the review, DBRS Morningstar will focus on Avis Budget's capacity to offset the impact of the coronavirus pandemic and its impact on the Company's future financial performance and credit fundamentals. DBRS Morningstar will consider the Company's expense reduction actions, including success in downsizing its fleet, reducing its staff, cutting operational costs, and pausing capital spending. Additionally, DBRS Morningstar will consider the impact of any U.S. or European governmental support for the rental car industry, if support is forthcoming. The Under Review with Negative Implications status is generally resolved with a rating action within three months. However, if heightened market uncertainty and volatility persists, DBRS Morningstar may extend the Under Review status for a longer period of time. RATING DRIVERS Given the Under Review with Negative Implications, an upgrade in the near term is unlikely. However, if Avis Budget's vehicle utilization rate were to begin tracking towards pre-pandemic levels signaling that the Company's fleet was becoming more aligned with rental demand and the Company were to restore positive cash flow generation ratings could move to a Stable trend. Conversely, ratings would be downgraded should liquidity materially weaken. Also, if the coronavirus pandemic is sustained longer, or people still decide not to travel despite progress made against the pandemic, keeping vehicle utilization rates below historical levels leading to material losses, the ratings would also be downgraded. Notes: All figures are in U.S. dollars unless otherwise noted. BELLEAIR RESERVE: Taps Nomikos Kouskoutis as Special Counsel ------------------------------------------------------------ Belleair Reserve Holdings, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Nomikos Michael Kouskoutis, Esq., as special counsel. As special counsel, Mr. Kouskoutis will represent Debtor in real estate matters, including negotiations with officials of the City of Tarpon Springs, Fla., regarding disputed liens. He will charge an hourly fee of $350 for his services while paralegals assisting him will charge $125 per hour. Mr. Kouskoutis disclosed in court filings that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Kouskoutis holds office at: Nomikos Michael Kouskoutis, Esq. Nomikos Michael Kouskoutis, Attorney at Law 623 E. Tarpon Avenue, Suite A Tarpon Springs, FL 34689-4201 Email: nmk@nmklaw.com About Belleair Reserve Holdings Belleair Reserve Holdings, LLC, a real estate development and full custom home construction company in Tarpon Springs, Fla., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 20-01160) on Feb. 11, 2020. In its petition, Debtor was estimated to have $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Judge Catherine Peek Mcewen oversees the case. David W. Steen, Esq., at David W. Steen, P.A., is Debtor's bankruptcy counsel. BLACKSTONE MORTGAGE: S&P Affirms 'B+' ICR After Term Loan Add-On ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' long-term issuer credit rating on Blackstone Mortgage Trust Inc. (BXMT). The outlook remains negative. At the same time, S&P affirmed its 'B+' issue rating on the company's term loan B. BXMT's proposed add-on of $250 million to its term loan will add incremental liquidity that may be needed in the event of margin calls or other liquidity needs, in S&P's view. Pro forma outstanding term loan debt will increase to $985 million from $735 million currently. The company has $821 million of liquidity consisting of $387 million of cash and cash equivalents, and the remainder consisting of availability under credit facilities as of April 24, 2020. BXMT is considering modifications in its credit facilities that would allow for further financial flexibility. In exchange, the company's availability under the funding lines may decrease, and whole loans currently pledged to the term loan may be pledged to one or more of the credit facilities. The term loan's maintenance covenant consists of a 5.0x debt-to-equity ratio. "In our view, the quality of collateral may erode if the company uses otherwise unencumbered whole loans, cash, or other assets currently pledged as collateral to the term loan to satisfy margin calls in the credit facilities. In the event there is a material reduction in collateral pledged, we could lower the rating on the term loan by one or two notches from the issuer credit rating," S&P said. "Our current ratings on the company reflect our view that transitional commercial real estate lenders that rely on repurchase facilities are facing increased funding risk. We believe that, in the event of substantial credit deterioration, BXMT's earnings and liquidity could decline significantly. The company's use of repurchase facilities also makes it likely that, if asset quality were to deteriorate, there could be margin calls that erode the company's liquidity," the rating agency said. Other potential strains on liquidity include $3.9 billion of unfunded loan commitments, though the company would primarily use these to fund loans relating to construction and development of real estate-related assets over time. The company has yet to report any credit deterioration, unlike some peers. However, 13% of its on balance-sheet portfolio is composed of hospitality loans that S&P views as particularly at risk given the current environment. Relative to peers, the company is among the most reliant on repurchase facilities, which account for approximately 72% of debt as of March 31, 2020. These facilities create margin-call risk that could force the company to sell assets at depressed values to raise liquidity. The negative outlook on BXMT reflects the company's exposure to margin calls from its repurchase facilities over the next 12 months in an environment where S&P expects significant deterioration in the credit quality of the company's asset portfolio. S&P expects BXMT will operate with debt to adjusted total equity of 3.0x-4.0x. "We could lower the rating on BXMT over the next 12 months if the company's liquidity is depleted through margin calls or if the company's profitability erodes significantly because of increased provisions for loan losses. We could also lower the rating if leverage rises above our expectations," S&P said. "We could revise our outlook on BXMT to stable over the next 12 months if macroeconomic conditions improve, the company's liquidity remains adequate in our view, asset quality is relatively stable, and leverage is within our expectations," the rating agency said. BLINK CHARGING: Posts $3 Million Net Loss in First Quarter ---------------------------------------------------------- Blink Charing Co. reported a net loss of $2.96 million on $1.30 million of total revenues for the three months ended March 31, 2020, compared to a net loss of $1.89 million on $577,390 of total revenues for the three months ended March 31, 2019. The higher net loss in the current-year period was primarily due to a higher net operating loss of $3,018,828 (compared to a net operating loss of $2,315,488 in the same prior-year period), along with the absence in the current-year period of a favorable $362,500 net gain on the settlements of notes payable and account payable (as occurred in the three-month period ending March 31, 2019), offset by a rise in gross profit from $53,958 in the three months ended March 31, 2019, to $308,722 in the three months ended March 31, 2020. The increased total revenue was driven by revenue from product sales of $777,423 for the three months ended March 31, 2020 as compared to $103,204 during the three months ended March 31, 2019, an increase of $674,219, or 653%. The increase from the same period in 2019 was due to greater sales of IQ 200 chargers and DC fast chargers that were rolled out during 2019. As of March 31, 2020, the Company had $9.80 million in total assets, $5.23 million in total liabilities, and $4.57 million in total stockholders' equity. "During the first quarter, we enjoyed solid growth and, most notably, strong product sales of EV charging equipment and services. This has led to record quarterly revenue," said Michael D. Farkas, founder and chief executive officer of Blink. "Despite the tragic global COVID-19 pandemic, we were able to quickly and proactively switch to working remotely, as much as possible, to preserve our employees. As an essential business, the Blink network of EV chargers is continuously available to help drivers charge their vehicles." "Blink's international expansion continues with a number of new charging station deployments in the Dominican Republic and more to come over the remainder of 2020. Israel also continues to grow as an international market. Q1 has brought 28 new deployments in the country. An additional 200-250 charging ports are expected in Israel by the end of 2020. Blink's joint venture with Eunice Energy in Greece also continues to expand Greece's charging network with the addition of 48 charging ports in the first quarter. We are also actively working with Eunice to develop a European-specific dual-port charging station." "We are encouraged to see the results of our investments in the Company in 2019. Corporate investments include the development of additional EV charging products, nationwide equipment deployments, Blink network enhancements, and corporate resources that have accelerated the growth in early 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/NIHQS1 About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID) f/k/a Car Charging Group Inc. -- http://www.CarCharging.com/-- is an owner/operator of electric vehicle ("EV") charging stations in the United States and a growing presence in Europe, Asia, Israel, the Caribbean, and South America. The Blink Network utilizes proprietary cloud-based software that operates, maintains, and tracks the EV charging stations connected to the network, along with the associated charging data. The Company has established key strategic partnerships to roll out adoption across numerous location types, including parking facilities, multifamily residences and condos, workplace locations, health care/medical facilities, schools and universities, airports, auto dealers, hotels, mixed-use municipal locations, parks and recreation areas, religious institutions, restaurants, retailers, stadiums, supermarkets, and transportation hubs. Marcum LLP, in New York, NY, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 2, 2020 citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BLUE RACER: Moody's Alters Outlook on B1 CFR to Negative -------------------------------------------------------- Moody's Investors Service changed Blue Racer Midstream, LLC's rating outlook to negative from stable, and concurrently affirmed the company's B1 Corporate Family Rating, B1-PD Probability of Default Rating, and B2 senior unsecured notes. "The outlook change reflects BRM's rising counterparty risks as well as weaker volume and revenue prospects through early-2021 than its prior estimates that will increase financial leverage and refinancing risk in a potentially challenged industry and economic landscape," commented Sajjad Alam, Moody's Senior Analyst. Affirmations: Issuer: Blue Racer Midstream, LLC Probability of Default Rating, Affirmed B1-PD Corporate Family Rating, Affirmed B1 Senior Unsecured Notes, Affirmed B2 (LGD5) Outlook Actions: Issuer: Blue Racer Midstream, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE Blue Racer has adequate liquidity, which is principally backed by its mostly undrawn committed revolving credit facility. The company had $150 million drawn under its $1 billion revolver as of December 31, 2019 leaving roughly $850 million in borrowing capacity. The revolver expires in March 2022, and the nearest bond maturity involves its $850 million senior notes due November 2022. The revolving credit facility has several financial covenants and Moody's expects the available headroom under the 5.5x total leverage covenant to get tighter as leverage rises through early-2021. The rapid and widening spread of this highly contagious virus, deteriorating global economic outlook, exceptionally low commodity prices, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications on public health and safety. The combined credit effects of these developments are unprecedented. The midstream sector will be one of the sectors affected by the shock given its sensitivity to production volume and indirect exposure to oil, natural gas liquids and natural gas prices. While midstream companies may not see an immediate sharp decline in revenue due to their long-term contractual protection, BRM will nevertheless remain vulnerable to the outbreak continuing to spread and oil and natural gas demand remaining weak. Blue Racer's B1 CFR reflects the company's increasing financial leverage, elevated counterparty risk given the weakening credit profiles of its customers, single asset concentration in the Utica and Marcellus Shale plays and the strong industry headwinds the company will face amid low natural gas prices and reduced producer spending through 2021. The rating also considers BRM's upcoming revolver and bond maturities in 2022, its potential capital needs to support future expansions as well as its private ownership. The B1 rating is supported by BRM's long term fee-based cash flow backed by a diversified group of customers, a well-established integrated midstream operation in the liquids-rich parts of the Utica/Marcellus Shale, a track record of significant organic expansion, and continued strong equity support from its private owners that have reinvested distributions in BRM in 2016, 2017 and 2019 to support growth and reduce financial leverage. BRM has historically exhibited good capital flexibility during weak industry conditions, and Moody's expects management to significantly cut growth spending in 2020 to protect BRM's liquidity and balance sheet. The company's senior unsecured notes are rated B2, one notch below the B1 CFR given the significant size of the $1 billion senior secured committed revolving credit facility, which has a priority claim and is secured by substantially all of the assets of BRM and its current and future material subsidiaries. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS BRM's CFR could be downgraded should a sustained industry slowdown materially reduces throughput volume and EBITDA, further raises counterparty risks, or pushes the debt to EBITDA ratio above 6x. Diminished liquidity, including tightening covenant headroom or elevated refinancing risk could also trigger a downgrade. Although a positive action is unlikely in 2020, the CFR could be upgraded if the company can sustain debt/EBITDA near 4x and interest coverage above 4x in a stable to improving industry environment. The principal methodology used in these ratings was Midstream Energy published in December 2018. Blue Racer Midstream, LLC is a private midstream company that provides gathering, processing, fractionation and natural gas liquids transportation and marketing services to natural gas producers in the Utica and Marcellus Shale. BOYNE USA: Moody's Alters Outlook on B1 CFR to Negative ------------------------------------------------------- Moody's Investors Service affirmed Boyne USA, Inc.'s ratings, including the company's B1 Corporate Family Rating, B1-PD Probability of Default Rating, and the B1 rating on Boyne's upsized $560 million second lien secured notes due 2025. At the same time, the outlook was changed to negative from stable. Moody's affirmed the B1 CFR because Boyne has good liquidity to manage through the coronavirus-induced downturn. Moody's expects that resorts will reopen by the start of the 2020-2021 ski season and remain in operation for most of the ski season, which along with some economic recovery, will result in improved operating results and credit metrics by late 2021 and in 2022. Moody's projects Boyne's financial leverage will significantly increase with debt/EBITDA above 6.5x in fiscal year-end December 2020 (pro forma for the add-on notes and incorporating Moody's adjustments), primarily due to the early closure of operations in mid-March because of the coronavirus outbreak. However, the company's earnings and cash flows will improve once resorts re-open and the economy emerges from recession, and financial leverage will decline with debt/EBITDA approaching 5x by late 2021 and in 2022. The change to a negative outlook reflects the potential that some resorts will remain closed by the start of the 2020-2021 ski season in November 2020, or will subsequently close operations, which will hinder the company's ability to significantly improve its credit metrics. The negative outlook also reflects the unprecedented nature of the downturn and that social distancing practices in areas such as lift lines, restaurants, and lodges will lead to less visitation and facility utilization until vaccines or other effective coronavirus countermeasures are in place, the timing of which is highly uncertain. These factors could prolong earnings weakness and elevated leverage while leading to a cash burn that increases debt. Affirmations: Issuer: Boyne USA, Inc. Probability of Default Rating, Affirmed B1-PD Corporate Family Rating, Affirmed B1 Senior Secured Regular Bond/Debenture (including proposed $100 million add-on), Affirmed B1 (LGD4) Outlook Actions: Issuer: Boyne USA, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE Boyne's B1 CFR reflects its elevated financial leverage with debt/EBITDA expected to increase to over 6.5x by fiscal year-end December 2020 (pro forma for the add-on notes and incorporating Moody's adjustments). Boyne's operating results were negatively impacted by the early closure of its resorts in mid-March 2020, due to the coronavirus pandemic. Moody's projects debt/EBITDA financial leverage will improve to the low 5x range by late 2021 and in 2022 if resorts open for the majority of the 2020-2021 ski. However, Moody's expect skier visits, effective ticket prices, and ancillary revenue to be below normal levels. In addition, consumers may need to maintain social distancing and avoid large crowds, which factors will negatively affect resort operations and efficiency. Boyne's operating results are highly seasonal, and exposed to varying weather conditions and discretionary consumer spending. Environmental considerations in addition to exposure to adverse weather include the need to access large quantities of water, which may be challenging following periods of severe drought, and the vast amounts of forest land the company is responsible to properly operate and protect. The rating also reflects Boyne's strong position as one of the largest operators in the North American ski industry, operating nine mountain resorts across North America. The company has a well-diversified geographic footprint, and roughly 20%-25% of its revenue relates to non-snow sport activities, which helps to somewhat mitigate its exposure to weather and operating seasonality. The North American ski industry has high barriers to entry and has exhibited resiliency even during weak economic periods, including the 2007-2009 recession. The company's very good liquidity reflects its relatively healthy cash balance of over $200 million and access to an undrawn $50 million revolver facility due 2023, as of March 31, 2020 and pro forma for the add-on notes and revolver amendment. These liquidity characteristics provide financial flexibility to fund operations through the temporary closure of its resorts in 2020 and its operating seasonality. 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 leisure travel sector including ski resorts has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, the weaknesses in Boyne's credit profile, including its exposure to mandated stay at home orders, increased social distancing measures and discretionary consumer spending, have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and the company remains vulnerable to the outbreak continuing to spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Its action reflects the impact on Boyne of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that would lead to a downgrade include operations being suspended longer than Moody's assumption or expectations for weaker facility utilization and earnings recovery, resulting in debt/EBITDA expected to remain above 5x. A deterioration in liquidity could also lead to a downgrade. The outlook could be revised to stable if operations resume for the 2020-2021 ski season and signs of good visitation trends and stable effective ticket and ancillary activity prices lead Moody's to expect that the company's operating profits return close to fiscal year 2019 levels and that debt/EBITA will decline and be sustained below 5.0x. While unlikely in the near term, ratings could be upgraded if the company increases its scale and geographic diversification while debt/EBITDA is sustained below 4.0x, and retained cash flow/net debt exceeds 17.5%. In addition, a ratings upgrade will require financial strategies that support credit metrics at the above levels and for the company to maintain at least good liquidity. Boyne USA, Inc., headquartered in Petoskey, Michigan, operates nine mountain resorts (four with golf courses) and two non-ski properties consisting of one attraction (Gatlinburg Sky Lift) and one hotel/convention center with a 45-hole golf course (the Inn at Bay Harbor). The company is private and does not publicly disclose its financials. Boyne is also family owned by direct descendants of its founder. The company generated revenue of around $442 million for the twelve months period ended Mach 31, 2020. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. BROWN BROS: Seeks to Hire Ed Staten CPA as Accountant ----------------------------------------------------- Brown Bros. Telecom & Utility, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Ed Staten CPA, P.C. as its accountant. The Debtor requires Ed Staten to prepare and file its financial statements, future federal tax returns, payroll, provide financial advice, and other accounting and consulting work necessary to assist the Debtor's business operations and reorganization. The hourly billing rates of Ed Staten are: CPAs $195-$210 Sr. Staff Accountants $145-$190 Jr. Staff Accountants $110 Bookkeepers $60-$70 Clerical $32 Ed Staten CPA does not represent any interest adverse to the Debtor or the estate. The firm can be reached through: Ed Staten, CPA Ed Staten CPA, P.C. 111 North Pentz St. Dalton, GA. 30720 Phone: (706) 278-8260 About Brown Bros. Telecom & Utility Brown Bros. Telecom & Utility, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 20-11022) on March 13, 2020. At the time of the filing, the Debtor was estimated assets of between $100,001 and $500,000 and liabilities of the same range. Judge Shelley D. Rucker oversees the case. The Debtor is represented by Richard Banks & Associates, P.C. BUFFBURGER #1: Seeks to Hire Cantrell & Cantrell as Tax Counsel --------------------------------------------------------------- BuffBurger #1, L.P. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Cantrell & Cantrell as its special tax counsel. The services to be provided by the firm include the preparation and filing of payroll tax returns, evaluation of the Internal Revenue Service's tax claim, and negotiation with the agency related to its claim. The professionals designated to represent Debtor will be paid at these rates: Derek Matta $390 per hour John Mitchell $200 per hour The firm has $217.50 remaining from its pre-bankruptcy retainer. Cantrell & Cantrell is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Derek B. Matta, Esq. Cantrell & Cantrell 3700 Buffalo Speedway, Suite 1000 Houston, TX 77098 Telephone: (713) 333-0555 Facsimile: (713) 333-0550 About BuffBurger #1 BuffBurger #1, L.P. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-30689) on Jan. 28, 2020. At the time of the filing, Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Judge Christopher M. Lopez oversees the case. Debtor tapped John Akard Jr., Esq., as its legal counsel. CAH ACQUISITION 1: Trustee Taps McDonald Hopkins as Special Counsel ------------------------------------------------------------------- Thomas W. Waldrep Jr., the Chapter 11 trustee appointed in CAH Acquisition Co. #1, LLC's Chapter 11 case, received approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire McDonald Hopkins LLC as his special counsel. The trustee requires McDonald Hopkins to: -- investigate, review, and analyze potential causes of action related to the Billing Scheme; -- develop a plan of action for prosecuting such causes of action; -- assist in developing a data room for litigation funders; -- investigate potential funders; -- communicate and facilitate outreach with potential litigation funders; -- create a litigation budget and analyzing any offers for litigation funding; -- complete diligence and negotiating a funding arrangement; and -- seek bankruptcy court approval of a litigation funding arrangement. The current hourly rates charged by McDonald Hopkins are: Members $345 - $995 Of Counsel $330 - $955 Associates $215 - $520 Paralegals $170 - $345 Law Clerks $45 - $100 Sean Maloy, Esq., a member of McDonald Hopkinsis, attests that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sean D. Maloy, Esq. McDonald Hopkins LLC 600 Superior Avenue, East Suite 2100 Cleveland, Ohio 44114 Phone: 216-348-5400 Email: smalloy@mcdonaldhopkins.com About CAH Acquisition Company #1 CAH Acquisition Company #1, LLC, which conducts business under the name Washington County Hospital, is a Delaware limited liability company that owns a for-profit 25-bed hospital and Rural Health Clinic on a 20-acre campus in Plymouth, N.C. It purchased the hospital from Washington County, N.C., on June 1, 2007. On Feb. 19, 2019, three creditors of CAH Acquisition Company #1 -- Medline Industries, Inc., Robert Venable, M.D., and Washington County -- filed an involuntary petition for relief under Chapter 7 of Title 11 of the United States Code in the United States Bankruptcy Court for the Eastern District of North Carolina. On March 15, 2019, the court entered an order converting the Debtor's case to one under Chapter 11. The case is jointly administered with six other critical access hospitals under the Debtor's Chapter 11 case. On Feb. 22. 2019, during the pendency of the Chapter 7 portion of the Debtor's case, Thomas W. Waldrep Jr. was appointed as interim trustee for the Debtor. On March 15, 2019, upon conversion of the case, Mr. Waldrep was appointed as Chapter 11 trustee for the Debtor. The trustee's own firm, Waldrep LLP, serves as counsel in the Chapter 11 case. Sherwood Partners, Inc., was appointed as sales agent to the trustee on Oct. 23, 2019. No official committee of unsecured creditors has been appointed in Debtor's case. CAMBER ENERGY: Compliance Plan Accepted By The NYSE American ------------------------------------------------------------ The NYSE American has accepted Camber Energy, Inc.'s plan of compliance for continued listing on the Exchange. As previously reported, on Feb. 24, 2020, the Company received notice from the Exchange that the Company is not in compliance with the continued listing standard set forth in Section 1003(a)(ii) of the NYSE American Company Guide. In order to maintain its listing on the Exchange, the Exchange had requested that the Company submit a plan of compliance by March 25, 2020 addressing how the Company intended to regain compliance with Section 1003(a)(ii) of the Company Guide by Aug. 24, 2021. On May 8, 2020, the Exchange notified the Company that it had accepted the Company's Plan and granted the Company an extension until Aug. 24, 2021 to regain compliance with the continued listing standards of the Guide. The Company will be subject to periodic review by the Exchange during the Plan Period. Failure to make progress consistent with the Plan or to regain compliance with the continued listing standards of the Guide by the end of the Plan Period could result in the Company being delisted from the Exchange. There can be no assurance that the Company will be able to achieve compliance with the Exchange's continued listing standards within the required time frame. Louis G. Schott, interim chief executive officer of the Company, stated, "We are very pleased the NYSE American has accepted our compliance plan. We are committed to completing our previously announced merger transaction with Viking Energy Corp. and other future transactions, which we believe will bring us back into compliance with the Exchange's continued listing requirements." About Camber Energy Based in Houston, Texas, Camber Energy -- http://www.camber.energy -- is primarily engaged in the acquisition, development and sale of crude oil, natural gas and natural gas liquids from various known productive geological formations, including from the Hunton formation in Lincoln, Logan, Payne and Okfuskee Counties, in central Oklahoma; the Cline shale and upper Wolfberry shale in Glasscock County, Texas; and Hutchinson County, Texas, in connection with its Panhandle acquisition which closed in March 2018. As of Dec. 31, 2019, Camber Energy had $5.10 million in total assets, $2.02 million in total liabilities, and $3.08 million in total stockholders' equity. For the nine months ended Dec. 31, 2019, the Company reported a net loss of $3.40 million. At Dec. 31, 2019, the Company's total current assets of $2.4 million exceeded its total current liabilities of approximately $2.0 million, resulting in working capital of $0.4 million, while at March 31, 2019, the Company's total current assets of $8.2 million exceeded its total current liabilities of approximately $2.1 million, resulting in working capital of $6.1 million. The reduction from $6.1 million to $0.4 million is due to losses from continuing operations and costs incurred with the merger and ultimate divestiture of Lineal, including funds loaned to Lineal in connection with such divestiture. The Company said the factors above raise substantial doubt about its ability to continue to operate as a going concern for the twelve months following the issuance of these financial statements. The Company believes that it will not have sufficient liquidity to meet its operating costs unless it can raise new funding, which may be through the sale of debt or equity or unless it closes the Viking Merger, which is scheduled to be closed by June 30, 2020, extendable up to Dec. 31, 2020 under certain circumstances, the completion of which is the Company's current plan. There is no guarantee though that the Viking merger will be completed or other sources of funding be available. CASCADE ACQUISITION: Atlanta Rugby Foundation Objects to Disclosure ------------------------------------------------------------------- Atlanta Rugby Foundation, Inc., filed its objection to approval of Cascade Acquisition Partners LLC's Disclosure Statement and confirmation of the Debtor's Chapter 11 Plan. ARF points out that the Debtor’s Chapter 11 Plan and Disclosure Statement do not contain adequate information and are not filed in good faith. ARF was omitted from the list of creditors and the mailing matrix in this case and was not given timely notice of the filing of the case. ARF was not served with the Chapter 11 Plan and Disclosure Statement. ARF complains that the Debtor’s Chapter 11 Plan and Disclosure Statement fail to propose any treatment of the claims of ARF, notwithstanding the settlement of the Fulton County action. ARF reserves the right to file a supplemental Objection to Approval of Debtor's Disclosure Statement and Objection to Confirmation of Debtor’s Chapter 11 Plan. Attorney for Atlanta Rugby Foundation: ALAN I. SEITMAN, Bar No. 634850 6075 Barfield Road Atlanta, GA 30328 Tel: (770) 432-0547 E-mail: alan@seitmanlaw.com - and - TYLER C. DIXON Raiford & Dixon, LLC 1155 Hightower Trail, Suite 200 Atlanta, GA 30350 Tel: (404) 847-0860 E-mail: tdixon@raiforddixon.com About Cascade Acquisition Partners Cascade Acquisition Partners, LLC, is a real estate holding company that owns various plots of land. Cascade Acquisition Partners filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-60333) on Jan. 6, 2020, listing under $1 million in both assets and liabilities. Judge Sage M. Sigler oversees the case. The Debtor is represented by Will B. Geer, LLC. CAV INC: Seeks to Hire Bruno Flores as Counsel ---------------------------------------------- CAV, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of California to employ the Law Offices of Bruno Flores, APC, as counsel to the Debtor. CAV, Inc., requires Bruno Flores to: a. advise and assist the Debtor with respect to compliance with the requirements of the U.S. Trustee; b. advise the Debtor regarding matters of bankruptcy law, including the rights and remedies of a debtor-in- possession; c. represent the Debtor with respect to applications, motions and adversary proceedings and other hearings in the Bankruptcy Court and any action in any other court where the Debtor's rights under the Bankruptcy Code may be litigated or affected; d. conduct examinations of witnesses, claimants, or adverse parties and prepare and assist in the preparation of reports, accounts, and pleadings related to this Chapter 11 case; e. advise the Debtor concerning the requirements of the Bankruptcy Code and applicable rules as the same affect it in the bankruptcy proceeding; f. assist the Debtor in the negotiation, formulation, confirmation and implementation of a Chapter 11 plan of reorganization; g. make court appearances on behalf of the Debtor; and h. take such other action and perform such other services as the Debtor may require of the Firm in connection with the Chapter 11 bankruptcy case. Bruno Flores will be paid at these hourly rates: Attorneys $300 Paralegals/Law Clerks $225 Bruno Flores will also be reimbursed for reasonable out-of-pocket expenses incurred. Bruno Flores, partner of the Law Offices of Bruno Flores, APC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bruno Flores can be reached at: Bruno Flores, Esq. LAW OFFICES OF BRUNO FLORES, APC. 2794 Gateway Road Carlsbad, CA 92009 Tel: (760) 448-2222 Fax: (760) 448-2226 E-mail: Bruno@brunoflores.com About CAV Inc. CAV Inc. is a transportation services provider in Carlsbad, California. CAV, Inc., based in Carlsbad, CA, filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 20-01932) on April 9, 2020. In the petition signed by Richard Dripps, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Bruno Flores, Esq., at the Law Offices of Bruno Flores, APC, serves as bankruptcy counsel. CINKO CORP: Seeks to Hire Juan C. Bigas-Valedon as Counsel ---------------------------------------------------------- Cinko, Corp., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Juan C. Bigas-Valedon, as counsel to the Debtor. Cinko, Corp. requires Juan C. Bigas-Valedon to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Juan C. Bigas-Valedon will be paid at the hourly rate of $250. Juan C. Bigas-Valedon will be paid a retainer in the amount of $5,000. Juan C. Bigas-Valedon will also be reimbursed for reasonable out-of-pocket expenses incurred. Juan C. Bigas-Valedon assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Juan C. Bigas-Valedon can be reached at: Juan C. Bigas-Valedon, Esq. 4ta Ext. El Monte Ponce, P.R. 00730 Tel: (787) 259-1000 E-mail: jcbigas@gmail.com About Cinko, Corp. Cinko Corp., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 20-01099) on Feb. 28, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Juan C. Bigas-Valedon, Esq. CLARIOS GLOBAL: Fitch Lowers IDR to 'B' & Rates Secured Notes 'B+' ------------------------------------------------------------------ Fitch Ratings has downgraded Clarios Global LP's Long-Term Issuer Default Rating to 'B' from 'B+'. In addition, Fitch has downgraded Clarios' secured asset-based lending revolving credit facility to 'BB'/'RR1' from 'BB+'/'RR1' and its first lien secured revolving credit facility, first lien secured U.S. dollar and euro term loans and U.S. dollar and euro first lien secured notes to 'B+'/'RR3' from 'BB'/'RR2'. Fitch has also downgraded Clarios' senior unsecured notes rating to 'CCC+'/'RR6' from 'B-'/'RR6'. As part of its rating actions, Fitch has assigned a rating of 'B+'/'RR3' to Clarios' proposed offering of senior secured notes. Fitch's ratings apply to a $750 million ABL revolver, a $750 million first lien revolver, $8.7 billion in first lien secured debt (including the proposed notes) and $1.95 billion in senior unsecured debt. The Rating Outlook is Negative. KEY RATING DRIVERS Ratings Downgrade: The downgrade of Clarios' ratings with a Negative Rating Outlook reflects Fitch's expectations that the automotive battery manufacturer's leverage will remain above Fitch's downgrade sensitivities for at least several years, in part due to weaker global end-market conditions as a result of the coronavirus pandemic. Clarios has had a highly levered capital structure since its 2019 acquisition by Brookfield Business Partners L.P. (Brookfield, the primary investor) and Caisse de depot et placement du Quebec, and Fitch's previous ratings were predicated on the company de-levering over several years as EBITDA is expanded and the company pays down debt. With weaker market conditions now expected over at least the next two years, particularly in the company's original equipment segment, which constitutes about 25% of its business in a normalized environment, Fitch now expects lower EBITDA and FFO to combine with a slower pace of debt reduction to lead to higher leverage for a longer period. Fitch also expects leverage to remain higher for longer as a result of higher debt associated with the company's acquisition of the 20% of its joint venture with Robert Bosch GmbH that was completed in December 2019. Clarios had funded a portion of the $560 million acquisition with borrowings on its ABL and first lien revolvers. Fitch had expected the company to repay much of these borrowings over the remainder of fiscal 2020, but weaker market conditions and the company's plans to raise $500 million of incremental debt cast further doubt on those plans. The two-notch downgrade of Clarios' first lien secured debt is driven by revised assumptions in Fitch's recovery analysis. Given weaker market conditions expected over the next several years, Fitch has revised down its going-concern EBITDA assumption by $200 million. Fitch has also increased its assumption for outstanding factoring, which has a super-senior position in its analysis, by $300 million to reflect Fitch's updated estimate of the amount outstanding, and Fitch has increased the amount of first lien secured debt in the analysis by $500 million to account for the proposed notes. As a result of these changes, the recovery rating drops to 'RR3' from 'RR2', which leads to a two-notch downgrade of the first lien rating to 'B+' from 'BB'. Rating Risks: Aside from high leverage, other rating concerns include heavy industry competition, volatile raw material costs, potential technological change and possible environmental concerns related to the lead and sulfuric acid that are primary ingredients in most low-voltage vehicle batteries. However, Clarios has a good track record managing most of these concerns. It has strong relationships with many global aftermarket battery distributors and most global vehicle manufacturers, and its top market position provides it with advantages over its smaller competitors. Clarios manages material costs, primarily for lead, by using recycled lead from used batteries in its North American operations and by passing through changes in lead costs to its customers outside North America, although it may not always be able to fully offset the change in material costs. The company's environmental record is good, especially compared with certain other battery manufacturers, although there is always a degree of risk associated with the substances used in manufacturing lead-acid batteries. Future Business Prospects: Fitch's believes Clarios' business prospects remain strong, although Fitch expects weaker demand in the near term in the OE channel will lead to lower-than-previously expected revenue in fiscal 2020 and lower-than-expected revenue over the next couple of years. Virtually all motor vehicles, including fully electric vehicles, use a low-voltage battery for certain functions. As such, Fitch expects battery demand will continue to grow over the long term along with the number of global vehicles in service, regardless of how those vehicles are powered. Vehicle batteries are also non-discretionary items, making demand relatively resistant to changes in the economic cycle. Also, as vehicles become more technologically complex, with increased electronics and features such as start/stop functions, vehicle manufacturers are increasingly using more advanced absorbent glass mat and enhanced flooded batteries that carry higher margins than traditional lead-acid batteries. Fitch expects this shift to support both revenue and margin growth above the rate of underlying demand over the intermediate term. Cost Savings Initiatives: Clarios has identified $300 million to $400 million of cost savings opportunities that it plans to achieve over the next three to four years, and it currently has initiatives underway to meet these objectives. Fitch expects work on these initiatives to continue, and in some cases to accelerate, while business conditions remain depressed as a result of the coronavirus pandemic. Fitch has incorporated the low end of the range into its forecasts. The largest cost savings opportunity, which accounts for over half the total, involves improving the efficiency of the company's operations by optimizing its manufacturing and distribution footprint and reducing complexity in the number of products offered. Other cost savings targets involve procurement savings, as well as transportation and logistics cost improvements. Fitch expects there will be some incremental costs in the near term, as well as some temporary operational inefficiencies, as the company works to complete the initiatives, but long term, they should result in increased profitability. High Leverage: As a result of its substantial debt load, Fitch expects Clarios' gross EBITDA leverage (debt, including off-balance sheet factoring/Fitch-calculated EBITDA) to remain high for at least the next several years. Fitch now expects EBITDA leverage to remain above 7.0x through YE fiscal 2021 and to remain above 6.0x for the next couple of years beyond that. This compares to most Fitch-rated auto suppliers with IDRs in the 'B' range typically having EBITDA leverage under 5.0x. Despite the elevated leverage, Fitch views Clarios' strong business profile and solid FCF generation as partial offsets to the company's high leverage. In addition to Clarios' EBITDA leverage, Fitch expects the company's FFO leverage to be high over the intermediate term as well. Fitch expects FFO-adjusted leverage to be over 9.0x at YE fiscal 2021, and to remain above 8.0x over the following couple of years. Solid FCF: Although Fitch expects Clarios' FCF will be negative in 2020 as a result of the weaker market conditions and relatively high cash interest expense, Fitch expects the company to produce solidly positive FCF over the longer term. Positive FCF will be supported, in part, by lower capex, as investments related to footprint expansion and increased AGM and EFB capacity are completed. Fitch expects capex as a percentage of revenue to run at roughly 3.5% over the next several years, down from 4.4% and 4.7% in fiscal 2019 and fiscal 2018, respectively. Fitch expects lower capex to contribute to a FCF margin (as calculated by Fitch) of around 1.5% in fiscal 2021, rising toward 4% in subsequent years as benefits of from the cost savings initiatives take hold. DERIVATION SUMMARY Clarios has a very strong competitive position as the largest low-voltage vehicle battery manufacturer in the world, with the company responsible for about one-third of the industry's total production. Although the company counts many of the global original equipment manufacturers as its customers, roughly three-quarters of its sales are generally derived from the global vehicle aftermarket. As batteries are a non-discretionary replacement item, Clarios' strong aftermarket presence provides the company with a more stable revenue stream through the cycle than auto suppliers that are predominantly tied to new vehicle production, such as BorgWarner Inc. (BBB+/Stable) or Aptiv PLC (BBB/Stable). The company's heavy aftermarket weighting makes it more comparable to global tire manufacturers, such as Compagnie Generale des Etablissements Michelin (A-/Stable) and The Goodyear Tire & Rubber Company (BB-/Negative), or other suppliers with a significant aftermarket concentration, such as Tenneco Inc. (B+/Negative). Clarios' margins are strong for an auto supplier, with forecast EBITDA margins running in the high-teens over the next several years, which is in line with, or stronger than, those of some investment-grade auto suppliers, such as BorgWarner or Aptiv, while forecast FCF margins in the low- to mid-single-digit range are also consistent with the pre-dividend FCF margins of investment-grade auto suppliers. However, leverage is very high relative to other rated auto suppliers. Over the longer term, Fitch expects Clarios' leverage to decline due to increased EBITDA and FFO resulting from a combination of sales growth tied to the rising global vehicle population and a higher mix of sales of advanced AGM and EFB batteries, as well as some debt reduction. KEY ASSUMPTIONS Fitch's Key Assumptions within its Rating Case for the Issuer -- Global automotive battery demand declines around 10% in 2020, then grows in the low- to mid-single digit range over the next several years, principally due to higher OEM production and a continued rise in the global vehicle population in the 2021 through 2023 timeframe. -- Revenue continues to be supported over the next several years by positive mix shifts to higher-priced AGM and EFB batteries and modest price increases on traditional batteries. -- Margins improve through the forecast as a result of operating leverage on higher production levels, as well as improving price and mix and the attainment of cost savings associated with profit improvement initiatives. -- Capex over the next few years is lower than recent historical levels as the company has largely completed several large capital projects that drove capex higher over the past few years. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes Clarios would be considered a going concern in bankruptcy and would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim in the recovery analysis. Clarios' recovery analysis reflects a potential severe downturn in vehicle battery demand and estimates the going-concern EBITDA at $1.4 billion, which reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which the valuation of the company would be based. The going-concern EBITDA considers Clarios' stable operations, high operating margins, significant percentage of aftermarket revenue and non-discretionary nature of its products. The $1.4 billion ongoing EBITDA assumption is roughly in line with Fitch's calculated actual EBITDA for fiscal 2019. Fitch has used a 6.0x multiple to calculate a post-reorganization valuation. According to the "Automotive Bankruptcy Enterprise Values and Creditor Recoveries" report published by Fitch in October 2019, about 42% of auto-related defaulters had exit multiples above 5.0x, with about 26% in the 5.0x to 7.0x range. However, the median multiple observed across 19 issuers was only 4.9x. Within the report, Fitch observed that 93% of the bankruptcy cases analyzed were resolved as a going concern. Automotive defaulters were typically weighed down by capital structures that became untenable during a period of severe demand weakness, due either to economic cyclicality or the loss of a significant customer, or they were subject to significant operational issues. While Clarios has a highly leveraged capital structure, Fitch believes the company's business profile is stronger than most of the profiles included in the automotive bankruptcy observations. Fitch utilizes a 6.0x EV multiple based on Claros' strong global market position and the non-discretionary nature of the company's batteries. In addition, Brookfield's acquisition of Clarios valued the company at an EV over 8.0x (excluding expected post-acquisition cost savings). All of Clarios' debt is guaranteed by certain foreign and domestic subsidiaries. Consistent with Fitch's criteria, the recovery analysis assumes that an estimated $1.1 billion in off-balance-sheet factoring is replaced with a super-senior facility that has the highest priority in the distribution of value. Fitch also assumes a full draw on the $750 million ABL, which receives the second priority in the distribution of value after the factoring. The assumed full draw is based on the relatively low limit on the facility relative to the collateral backing it, especially the accounts receivable. Due to the ABL's first lien claim on ring-fenced collateral, the facility receives a Recovery Rating of 'RR1' with an expected recovery in the 91%-100% range. The analysis also assumes a full draw on the $750 million cash flow revolver. It also incorporates the incremental $500 million in first lien secured notes. As such, the first lien secured debt totals about $9.4 billion outstanding and receives a lower priority than the ABL in the distribution of value hierarchy, in part due to its second lien claim on the ABL's collateral. This results in a Recovery Rating of 'RR3' with an expected recovery in the 51%-70% range. The $1.95 billion of senior unsecured notes have the lowest priority in the distribution of value. This results in a Recovery Rating of 'RR6' with an expected recovery in the 0%-10% range, owing to the significant amount of secured debt positioned above it in the hierarchy. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Maintaining Fitch-calculated EBITDA margins in the low-teens. -- Reducing gross EBITDA leverage to 5.5x. -- Reducing gross FFO leverage to 6.5x. -- Increasing the FCF margin to 2.5%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A decline in the Fitch-calculated EBITDA margin to the high-single digits for a prolonged period. -- Gross EBITDA leverage remaining above 7.0x without a clear path to de-levering. -- Gross FFO leverage remaining above 8.0x without a clear path to de-levering. -- FCF margins remaining near 1.0% for a multiyear period. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: Fitch expects Clarios' liquidity to remain sufficient for its operating and investing needs over the intermediate term, with the company's cash balances augmented by significant revolver capacity. Revolver capacity includes both a $750 million ABL facility and the $750 million first lien secured cash flow revolver, which will provide the company with good financial flexibility over the intermediate term. Fitch expects debt obligations (excluding factoring) to be light over the next several years, consisting primarily of term loan amortization payments of about $42 million per year, not including any required excess cash flow sweep payments. Fitch expects Clarios' FCF to generally be sufficient to cover its seasonal cash needs. As a result, based on its criteria, Fitch has treated all of Clarios' cash as readily available in its forecasts. Debt Structure: As of Dec. 31, 2019, Clarios had over $11 billion in debt outstanding, including Fitch's estimate for off-balance-sheet factoring. This consisted of $8.4 billion in first lien secured debt, comprising U.S. dollar- and euro-denominated term loans and secured notes, as well as $1.95 billion in senior unsecured notes and $382 million in ABL revolver borrowings. The remaining debt largely consisted of finance leases and the estimated off-balance sheet factoring. A relatively modest portion of the term loan debt will amortize over the next few years, which, along with prepayment flexibility, could allow the company to reduce debt more substantially over the next few years if it chooses to do so. Excess cash flow sweep provisions in the company's credit agreement could also lead to more rapid debt reduction. However, the company also has a large amount of non-amortizing debt that could lead to significant refinancing risk over the long term. SUMMARY OF FINANCIAL ADJUSTMENTS Per its criteria, Fitch has adjusted Clarios' debt and FCF calculations for the effect of off-balance sheet receivables securitizations. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS The highest level of ESG credit relevance, if present, is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity(ies), either due to their nature or to the way in which they are being managed by the entity(ies). Clarios Global LP - LT IDR B; Downgrade - Senior secured; LT B+; New Rating - Senior unsecured; LT CCC+; Downgrade - Senior secured; LT BB; Downgrade - Senior secured; LT B+; Downgrade CLARIOS GLOBAL: Moody's Cuts CFR to B2 & Sr. Secured Ratings to B1 ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of Clarios Global LP - including corporate family rating to B2 from B1, the probability of default rating to B2-PD from B1-PD, senior secured ratings to B1 from Ba3; and senior unsecured rating to Caa1 from B3. The rating outlook is stable. This action concludes the review for downgrade initiated on March 26, 2020. Moody's also assigned a B1 rating to Clarios' new $500 million senior secured notes. The net proceeds of the notes will be used for general corporate purposes and support Clarios' liquidity profile. The following ratings were downgraded: Issuer: Clarios Global LP LT Corporate Family Rating, to B2 from B1 review for downgrade Probability of Default Rating, to B2-PD from B1-PD review for downgrade Senior Secured Bank Credit Facility, to B1 (LGD3) from Ba3 review for downgrade (LGD3) Senior Secured Regular Bond/Debenture, to B1 (LGD3) from Ba3 review for downgrade (LGD3) Senior Unsecured Regular Bond/Debenture, to Caa1 (LGD6) from B3 review for downgrade (LGD5) The following rating was assigned Issuer: Clarios Global LP Senior Secured Regular Bond/Debenture, at B1 (LGD3). Outlook Actions: Issuer: Clarios Global LP Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE Clarios' ratings, including the B2 CFR, incorporate financial leverage which is higher than Moody's initial expectations even before the business impact from the coronavirus pandemic, and which will likely be exacerbated by the pandemic's effect on consumer demand in the automotive aftermarket and original equipment market. Clarios' debt/EBITDA is estimated at about 9x for the LTM period ending March 31, 2020 (inclusive of Moody's standard adjustments, and excluding certain management adjustments), which will be elevated well into the company's 2021 fiscal year. Clarios' purchase of a JV interest in 2019 explained some of the higher than expected leverage, yet Moody's expects the company will be acquisitive over time. The company's profits and cash flow have been weaker than expected, in part reflecting the relatively warm winter season which yielded fewer automotive battery failures, and will be pressured down further by automotive manufacturer temporary plant closures and stay-at-home policies. Moody's expects the free cash flow to be moderately negative for this year even anticipating some second half 2020 benefits from working capital release. Positively, Clarios is a very substantive entity with a strong market share in automotive batteries, relatively strong low double-digit EBITA margins as an automotive aftermarket parts supplier, longstanding customer relationships, and high barriers to entry given the industry's environmental liability risks. Clarios' automotive aftermarket sales (about 75%) benefit from a more stable, albeit lower, growth profile then that of original equipment automotive vehicles. Clarios' products benefit from the large existing consumer vehicle fleet which uses traditional SLI batteries, and a gradual mix shift to advanced batteries that support start-stop fuel economy technologies and increased automotive vehicle electrification. Clarios has a well-developed used battery collection and lead recycling operation, which aids efficiency by controlling the prime raw material cost. Clarios is also expected to benefit from ongoing efforts to improve operating efficiencies and cost savings in the range of $300- $400 million through 2023. The stable outlook reflects Clarios' competitive position as a leading supplier of automotive batteries and that the company's recent top line results reflect demand that will return into 2021 as battery failures continue and automotive manufacturer operations recover. Clarios is expected to have an adequate liquidity profile through calendar 2020 supported by a $750 million asset based revolving credit facility and a $750 million cash flow revolving credit facility. As of March 31, 2020, cash on hand was in the mid $300 million range. While availability under the ABL facility was modest at March 31, 2020, the cash flow revolving credit facility was mostly availability. The financial covenant under the senior secured facilities is a springing maximum first lien net leverage ratio test, based on availability, with no step downs. The asset based revolving credit facility has a springing fixed charge coverage test, based on availability. These availability thresholds are unlikely to trigger over next 12 months, while covenant cushion may be pressured. Moody's expects free cash flow generation will be moderately negative for fiscal year-end September 2020, largely due to the impact of the coronavirus pandemic. With the seasonality of Clarios' business, LTM negative free cash flow will likely increase to over $100 million range into the first 2 quarters of fiscal 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be downgraded with expectations that Debt/EBITDA will be sustained above 8x, and EBITA/interest below 1x into the back half of 2021. Developments with the potential to negatively impact the company's metrics include, rising raw material cost which are not passed on to customers, the loss of a meaningful customer, the inability to meaningfully reflect the results of the company's cost savings programs, or adverse environment liabilities. A deterioration in liquidity could also result in rating downgrades. The rating could be upgraded with consistent improvement in cash flow generation and debt reduction driving Debt/EBITDA below 7x and EBITA/Interest approaching 2.5x. Clarios's role in the automotive industry exposes the company to material environmental risks arising from increasing regulations on carbon emissions. As automotive manufacturers seek to introduce more electrified powertrains, this market shift will be more impacted by hybrid vehicle technology over the next 5-7 years, rather than battery electric vehicles. Clarios's advanced battery product offerings address this trend. In addition, lead acid batteries will continue to be important in the transition to electric vehicles. Lead acid batteries contain the necessary cold cranking power for SLI applications in electric vehicles. Clarios maintains positive governance considerations on debt repayment policies. Yet, the execution of this policy has been delayed by the funding of a joint venture interest, and weaker than anticipated operating performance. Clarios's free cash flow generation is highly seasonal, largely occurring in the second-half of the fiscal year. As Clarios enters its fiscal year 2021, Moody's anticipates debt reduction to resume. The principal methodology used in these ratings was the Automotive Supplier Methodology published in January 2020. Clarios Global LP, headquartered in Milwaukee, Wisconsin is a leading global supplier of lead-acid automotive batteries for virtually every type of passenger car, light truck and utility vehicle. The company serves both automotive original equipment manufacturers and the general vehicle battery aftermarket and also supplies advanced battery technologies to power start-stop, hybrid and electric vehicles. The company will be owned by affiliates of Brookfield Business Partners L.P. and other institutional partners including Caisse de depot et placement du Quebec. Revenues for the LTM period ending March 31, 2020 were approximately $8.0 billion. CLEARPOINT NEURO: Incurs $2.05 Million Net Loss in First Quarter ---------------------------------------------------------------- ClearPoint Neuro, Inc. reported a net loss of $2.05 million on $3.11 million of total revenues for the three months ended March 31, 2020, compared to a net loss of $1.22 million on $2.47 million of total revenues for the three months ended March 31, 2019. As of March 31, 2020, the Company had $23.58 million in total assets, $20.82 million in total liabilities, and $2.76 million in total stockholders' equity. The Company has incurred net losses since its inception which has resulted in a cumulative deficit at March 31, 2020 of $115 million. In addition, the Company's use of cash from operations amounted to $2.3 million for the three months ended March 31, 2020 and $2.8 million for the year ended Dec. 31, 2019. Since its inception, the Company has financed its operations principally from the sale of equity securities, the issuance of notes payable, product and service contracts and license arrangements. Gross margin for the three months ended March 31, 2020 was 71%, as compared to 64% in 2019, due primarily to a shift in the mix of revenues by line of business that resulted in service revenues, which bear higher gross margins in comparison to other product lines, representing a greater contribution to total sales for the three months ended March 31, 2020, relative to the same period in 2019. Operating expenses for the three months ended March 31, 2020 were $3.4 million, a 33% increase from operating expenses of $2.6 million for the same period in 2019. This increase was comprised of: (a) research and development costs, which increased 42% resulting primarily from increases in product development costs and departmental compensation; (b) sales and marketing expenses, which increased 25% resulting primarily from expansion of the Company's team of clinical specialists and marketing leadership; and (c) general and administrative expenses, which increased 37% resulting primarily from increases in share-based compensation and outside professional fees. "We were on-track for another record quarter before the measures implemented in March 2020 to address the COVID-19 crisis resulted in the postponement of elective surgeries, historically constituting approximately 80% of our case volume," commented Joe Burnett, president and CEO of ClearPoint Neuro. "With the significant impact felt by patients, providers and other businesses from the pandemic, it seems hollow to celebrate our pre-COVID-19 successes. Rather, we want to focus on the new reality our employees and our patients face. April 2020 has been the first month in which we experienced the full impact of the COVID-19 measures. In April, we performed a total of eleven surgical cases compared to a forecast of 80 procedures, which represents an approximate 85% reduction in case volume. The eleven cases took place at sites that perform mostly urgent tumor biopsy and ablation procedures. Hospitals that perform mostly drug delivery and deep brain stimulation procedures have had to postpone them. As a result, on April 16, 2020, we withdrew our case and revenue forecast for 2020. "We see a number of challenges to the resumption of elective procedures in the months ahead, which include the limited access to personal protective equipment and ventilators," Mr. Burnett continued. "Our procedures are primarily performed under general anesthesia, thus requiring the use of ventilators. However these ventilators are currently in demand to treat COVID-19 patients. Further, even if some hospitals restart elective procedures, patients might have reluctance to enter the hospital environment because their families are not allowed to be with them." As previously disclosed, in January 2020, the Company completed a financing transaction with two investors whereby the Company issued an aggregate principal amount of $17,500,000 of senior secured convertible notes, resulting in net proceeds of approximately $16.8 million. From the net proceeds, the Company repaid principal and accrued interest aggregating $3.8 million to retire secured notes that otherwise would have been due in October and November 2020. As a result, the Company's cash and cash equivalent balances at March 31, 2020 aggregated approximately $17.0 million. During the quarter ended March 31, 2020, the Company's operational cash burn was $2.3 million, of which $960,000 represented the payment of accrued interest related to the retirement of the 2010 Notes. A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/X3I6yM About ClearPoint Neuro ClearPoint Neuro formerly MRI Interventions, Inc., aims to improve and restore quality of life to patients and their families by enabling therapies for the most complex neurological disorders with pinpoint accuracy. Applications of the Company's current product portfolio include deep-brain stimulation, laser ablation, biopsy, neuro-aspiration, and delivery of drugs, biologics and gene therapy to the brain. The ClearPoint' Neuro Navigation System has FDA clearance, is CE-marked, and is installed in 60 active clinical sites in the United States. The Company's SmartFlow cannula is being used in partnership or evaluation with more than 20 individual biologics and drug delivery companies in various stages from preclinical research to late stage regulatory trials. To date, more than 3,500 cases have been performed and supported by the Company's field-based clinical specialist team which offers support and services for its partners. Clearpoint -- http://www.clearpointneuro.com/-- recorded a net loss of $5.54 million for the year ended Dec. 31, 2019, compared to a net loss of $6.16 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $11.92 million in total assets, $7.34 million in total liabilities, and $4.59 million in total stockholders' equity. CMS ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to BB+ ------------------------------------------------------------- Egan-Jones Ratings Company, on May 4, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by CMS Energy Corporation to BB+ from BBB-. Headquartered in Jackson, Michigan, CMS Energy Corporation is an energy company. The Company, through its subsidiaries, provides electricity and natural gas to its customers. COBAL FOOD: Case Summary & 17 Unsecured Creditors ------------------------------------------------- Debtor: Cobal Food Service, LLC a/k/a Sawyer Food Services 1728 S. FM 1626 #B Buda, TX 78640 Business Description: Established in 1988, Cobal Food Service, LLC is a food wholesaler, with multiple locations across Texas. The Company's Grab & Go division specializes in food programs that include a variety of craft homemade sandwiches, salads, snack platters, and more. Visit www.cobalfood.com for more information. Chapter 11 Petition Date: May 15, 2020 Court: United States Bankruptcy Court Western District of Texas Case No.: 20-10590 Debtor's Counsel: Jerome A. Brown, Esq. THE BROWN LAW FIRM 13900 Sawyer Ranch Rd. Dripping Springs, TX 78620 Tel: (512) 306-0092 E-mail: jerome@brownbankruptcy.com Total Assets as of March 31, 2020: $495,876 Total Liabilities as of March 31, 2020: $1,720,793 The petition was signed by Ricky Collier, 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/wMiKCM COLUMBIA NUTRITIONAL: Seeks to Hire Tiger Capital as Consultant --------------------------------------------------------------- Columbia Nutritional, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Tiger Capital Group, LLC to provide consulting services with respect to the disposition of certain excess assets. By order dated April 1, 2020, the Court approved Debtor's application to engage Tiger Valuations Services, LLC for the purpose of appraising the value of Debtor's machinery and equipment that is collateral for Columbia State Bank's loans to the Debtor, including machinery and equipment located at Debtors now defunct Lewis Center, Ohio facility Tiger delivered its Machinery and Equipment Appraisal to Debtor on April 16, 2020. The Debtor now seeks approval to engage Tiger's affiliate, Tiger Capital, to provide consulting services with respect to the disposition of the excess Ohio M&E. Tiger Capital will be entitled to a fee consisting of a buyer's premium not to exceed 15 percent charged on all purchases. Further Tiger Capital shall be entitled to reimbursement of sale expenses incurred. Tiger Capital is a disinterested person as defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Tiger Capital Group, LLC 84 State Street, Suite 420 Boston, MA 02109 Phone: 1-617-523-7002 About Columbia Nutritional Columbia Nutritional, LLC -- https://www.columbianutritional.com -- is a contract manufacturer of dietary supplements based in the Pacific Northwest. Columbia Nutritional filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wa. Case No. 20-40353) on Feb. 6, 2020. The petition was signed by Brea Viratos, chief operating officer. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Brian D. Lynch oversees the case. Thomas W. Stilley, Esq., at Sussman Shank LLP, serves as the Debtor's legal counsel. COMMERCIAL METALS: Egan-Jones Cuts FC Sr. Unsecured Rating to BB ---------------------------------------------------------------- Egan-Jones Ratings Company, on May 4, 2020, downgraded the foreign currency senior unsecured ratings on debt issued by Commercial Metals Company to BB from BB+. Headquartered in Irving, Texas, Commercial Metals Company and its subsidiaries, manufactures, recycles, and markets steel and metal products and related materials. CONAGRA BRANDS: Egan-Jones Lowers Senior Unsecured Ratings to BB+ ----------------------------------------------------------------- Egan-Jones Ratings Company, on May 6, 2020, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Conagra Brands, Inc. to BB+ from BBB-. Headquartered in Chicago, Illinois, Conagra Brands, Inc. manufactures and markets packaged foods for retail consumers, restaurants, and institutions. COPPER BULL: Seeks to Hire Cromey Law as Counsel ------------------------------------------------ The Copper Bull, LLC, seeks authority from the US Bankruptcy Court for the Northern District of Florida to hire Cromey Law, P.A., as its counsel. Copper Bull requires Cromey Law to: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in complying with the US Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the Debtor in all matters pending before the court; and e. represent the Debtor in negotiation with its creditors in the preparation of a plan. The firm received a retainer in the amount of $5,717 from the Debtor, inclusive of $1,717 filing fee. Each attorney will charge $250 per hour for its services and paralegal fees are billed at $75 per hour. Cromey Law does not represent any interest adverse to the Debtor or the estate, and is a "disinterested person" within the meaning of 11 U.S.C 101(14), according to court filings. The firm can be reached through: Carrie Cromey, Esq. Cromey Law, P.A. 212 W Cervantes St Pensacola, FL 32501 Phone: +1 850-588-3003 About The Copper Bull, LLC Based in Navarre, Florida, The Copper Bull, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 20-30179) on Feb. 27, 2020, listing under $1 million in both assets and liabilities. Carrie Cromey, Esq. at CROMEY LAW, P.A., represents the Debtor as counsel. COUNTRYSIDE FUNERAL: Seeks Approval to Hire Midwest Real Estate --------------------------------------------------------------- Countryside Funeral Home, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ Midwest Real Estate to provide an expert opinion regarding the value of its real estate properties. The firm has agreed to investigate the value of the properties and provide a written report of its findings for a flat fee of $500. Diane Powell Hess, the realtor at Midwest who will be providing the services, disclosed in court filings that she neither holds nor represents an interest adverse to Debtor's bankruptcy estate. Midwest Real Estate can be reached through: Diane Powell Hess Midwest Real Estate 521 Madison Fredonia, Kansas, 66736 Telephone: (620) 288-0550 About Countryside Funeral Home Countryside Funeral Home, LLC, owns in fee simple seven properties in Kansas having an aggregate current value of $1.21 million, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kansas Case No. 20-10330) on March 16, 2020. The petition was signed by Randy Robinson, Debtor's managing member. At the time of the filing, Debtor disclosed $1,344,900 in assets and $4,118,149 in liabilities. Judge Robert E. Nugent oversees the case. Debtor is represented by Mark J. Lazzo, P.A. CPG INTERMEDIATE: S&P Cuts ICR to B- on Recession; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings lowered the rating on U.S.-based CPG Intermediate LLC to 'B-' from 'B'. The outlook is stable. S&P is lowering the issue-level rating on the company's revolving credit facility and first-lien term loan to 'B-'. The recovery rating remains '3', reflecting S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery for first-lien lenders. S&P expects challenging macroeconomic conditions over the next year to have a significant impact on CPG's revenues and earnings. It expects the company's solvent cements, structural adhesives, and diversified products businesses to be significantly hurt in 2020 by coronavirus-related business disruptions and lower consumer and industrial demand in a recession. A majority of the company's revenues and earnings are generated from more cyclical end markets such as housing (both new residential and repair remodeling), nonresidential construction, solvent cement, and general industrial applications. S&P's macroeconomic forecast for the full year 2020 includes residential construction declining 6% and nonresidential construction 11.8%, with even more severe drops in the second quarter. S&P expects the company's microencapsulation business, which caters to consumer applications, to be more resilient. It believes consumers will continue to purchase laundry detergent, the biggest end use of the company's microencapsulation technology. However, other uses of Encapsys LLC's products will decline, such as phase change technology in mattresses. S&P now expects weighted-average debt to EBITDA to remain above 6.5x, versus its previous expectation of 5x-6x. The company ended 2019 with S&P-adjusted debt to EBITDA of approximately 5.4x. After factoring in a material earnings decline over the next several quarters, S&P expects leverage to reach around 7x in 2020 and remain above 6.5x on a forward-looking (based on 2020 and 2021), weighted-average basis. Although increased economic activity should aid credit metrics in 2021, the timing and degree of a bounce back are uncertain. The company benefits from no near-term maturities and an adequate liquidity supported by S&P's expectation for free operating cash flow to remain positive. S&P's rating also reflects CPG's niche markets and limited applications in generally competitive product markets, such as those for structural adhesives and plumbing products. CPG also has production concentration in a single site that generates a meaningful portion of its revenue. It faces some customer concentration, with one customer accounting for a significant amount of its sales. There are risks related to the company's high leverage. Partially offsetting these weaknesses are its above-average EBITDA margins, low capital expenditure (capex) requirements, diversified supplier base, and leading positions in niche parts of the adhesives and sealants markets. CPG also maintains leading market positions in solvent cements for irrigation and electrical use and methyl methacrylate adhesives with engineered stone and marine applications. Factors that constrain S&P's assessment of CPG's business include its small market share in a very fragmented market and significant manufacturing and customer concentration risks. Furthermore, the company is exposed to the cyclical construction and remodeling end markets. CPG's geographic diversity is also limited as the company derives only about 35% of sales from outside North America; the Middle East and Africa account for more than 10% of its sales. CPG's business strengths include fairly high barriers to entry in its markets because of its proprietary technology in certain markets. More generally, the company benefits from the small size and specialized nature of its markets. "We expect the company will offset increases in its raw material costs by raising prices. CPG also benefits from its research and development and ability to innovate within the microencapsulation market, where the company holds 70 patents. We do not believe it has significant raw material or supplier concentrations because many raw materials are commonly available commodities. These strengths contribute to our expectation that its EBITDA margins will remain high, above 25%," S&P said. "Our rating also incorporates our view of CPG's private ownership by a number of owners, including George Sherman, who owns the largest share at about 40%. We expect the company's financial policy to reflect its owners' and management's longer-term commitment to a less aggressive financial policy relative to a financial sponsor-owned company. All acquisitions since the combination of Encapsys and IPS Corp. in 2017 were funded through internally generated cash. We expect the company to continue to make acquisitions," the rating agency said. The stable outlook on CPG reflects S&P's expectation that the coronavirus pandemic will have a mixed impact on its end markets. S&P also believes some of the company's key end markets such as building products and residential construction will weaken operating performance for 2020 amid a global recession. S&P's base-case expectation is that debt to EBITDA will remain above 6.5x in 2020 and demand in CPG's key end markets will fall, partially offset by resilience in its microencapsulation business. "We could lower our ratings on CPG in the next 12 months if its debt to EBITDA approached double digits (pro forma for acquisitions), which we would consider unsustainable. This could happen if EBITDA drops significantly from our weakened 2020 expectations, roughly if EBITDA margins fall 200 basis points (bps) and revenue falls 12% beyond our expectations. We could also lower the rating if CPG undertakes a large debt-funded acquisition or business challenges reduce the company's liquidity position such that free cash flow turns negative and liquidity sources over uses tightens," S&P said. "We could take a positive rating action over the next 12 months if the company maintains debt to EBITDA below 6.5x. This could happen if EBITDA margins improve over 200 bps from our 2020 base-case expectations. CPG weathering the macroeconomic storm caused by coronavirus greater than we expected would produce these improvements," the rating agency said. CREATIVE HAIRDRESSERS: Tayman Lane Represents Landlords ------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Tayman Lane Chaverri submitted a verified statement to disclose that it is representing the Landlords in the Chapter 11 cases of Creative Hairdressers, Inc. et al. The names and addresses of the Landlords represented by the Firm are: a. Publix Super Markets, Inc. Attn: Stephanie C. Lieb, Esq. Trenam Law 101 East Kennedy Blvd., Suite 2700 Tampa, Florida 33602 Email: slieb@trenam.com b. Real Sub, LLC Attn: Stephanie C. Lieb, Esq. Trenam Law 101 East Kennedy Blvd., Suite 2700 Tampa, Florida 33602 Email: slieb@trenam.com c. PC Property Holdings LLC Attn: Stephanie C. Lieb, Esq. Trenam Law 101 East Kennedy Blvd., Suite 2700 Tampa, Florida 33602 Email: slieb@trenam.com d. PSM FishHawk, LLC Attn: Stephanie C. Lieb, Esq. Trenam Law 101 East Kennedy Blvd., Suite 2700 Tampa, Florida 33602 Email: slieb@trenam.com e. PSM Palm Coast, LLC Attn: Stephanie C. Lieb, Esq. Trenam Law 101 East Kennedy Blvd., Suite 2700 Tampa, Florida 33602 Email: slieb@trenam.com f. Ocala Retail Partners, LLC Attn: Stephanie C. Lieb, Esq. Trenam Law 101 East Kennedy Blvd., Suite 2700 Tampa, Florida 33602 Email: slieb@trenam.com g. PSM Dunlawton Square, LLC Attn: Stephanie C. Lieb, Esq. Trenam Law 101 East Kennedy Blvd., Suite 2700 Tampa, Florida 33602 Email: slieb@trenam.com h. PSM Colonial Crossings, LLC Attn: Stephanie C. Lieb, Esq. Trenam Law 101 East Kennedy Blvd., Suite 2700 Tampa, Florida 33602 Email: slieb@trenam.com i. PSM Island Crossing, LLC Attn: Stephanie C. Lieb, Esq. Trenam Law 101 East Kennedy Blvd., Suite 2700 Tampa, Florida 33602 Email: slieb@trenam.com j. Levin Management Corporation Attn: Joseph H. Lemin, Esq. Stark & Stark, P.C. P.O. Box 5315 Princeton, NJ 08543 Email: jlemkin@stark-stark.com k. Retail Sites, LLC Attn: Joseph H. Lemin, Esq. Stark & Stark, P.C. P.O. Box 5315 Princeton, NJ 08543 Email: jlemkin@stark-stark.com The nature and amount of the disclosable economic interest (claims) of the Landlords, and the times of acquisition thereof are currently based on unsecured claims arising from prepetition use of the Landlords' premises as well as post-petition administrative claims arising therefrom. Publix Super Markets, Inc., Real Sub, LLC, PC Property Holdings LLC, PSM FishHawk, LLC, PSM Palm Coast, LLC, Ocala Retail Partners, LLC, PSM Dunlawton Square, LLC, PSM Colonial Crossings, LLC PSM Island Crossing, LLC have not completed calculations of the amounts due for unpaid rent, plus additional rent including reconciliations, late charges, attorneys' fees and costs in accordance with their written lease agreements with the Debtors, but will update this Verified Statement once that information becomes available. Levin Management (North Brunswick) is owed $5,455.40 for unpaid rent, plus additional rent including reconciliations, late charges, attorneys' fees and costs in accordance with its written lease agreement with the Debtors; Levin Management (Hamilton) is owed $12,204.42 for unpaid rent, plus additional rent including reconciliations, late charges, attorneys' fees and costs in accordance with its written lease agreement with the Debtors. Retail Sites, LLC (Douglass) is owed $11,049.48 for unpaid rent, plus additional rent including reconciliations, late charges, attorneys' fees and costs in accordance with its written lease agreement with Debtors; Retail Sites, LLC (Brookhaven) is owed $17,181.55 for unpaid rent, plus additional rent including reconciliations, late charges, attorneys' fees and costs in accordance with its written lease agreement with Debtors. Because the Debtors have not indicated the timing for rejection and assumption of unexpired leases, these amounts are estimates and the exact claim amounts of the Landlords cannot be ascertained at this time. The Landlords retain all rights to amend or supplement this Verified Statement accordingly. The Firm was retained to represent the foregoing Landlords in May 2020. The circumstances and terms and conditions of employment of the Firm by the Landlords is protected by the attorney-client privilege and attorney work product doctrine. The Firm can be reached at: Katie Lane Chaverri, Esq. Tayman Lane Chaverri LLP 601 13th Street NW, Suite 900 South Washington, DC 20005 Tel: (202) 695-8146 Email: KChaverri@tlclawfirm.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/TrSpwd About Creative Hairdressers Creative Hairdressers, Inc. -- http://www.ratnerco.com/-- operates over 750 salons nationwide under the trade names Hair Cuttery, BUBBLES, and Salon Cielo. The company began in 1974 to create a quality whole-family salon where stylists could make a good living. Today, the family of salons continues to share this commitment with a transparent, people-first culture that offers the best career trajectory in the industry for salon professionals, field leaders and corporate employees. Creative Hairdressers and Ratner Companies, L.C., sought Chapter 11 protection (Bankr. D. Md. Case No. 20-14583 and 20-14584) on April 23, 2020. Creative Hairdressers was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. Creative Hairdressers is represented by Shapiro Sher Guinot & Sandler. Carl Marks Advisors is acting as strategic financial advisor to assist the Company in the process. A&G Realty Partners is the real estate advisor. Epiq Bankruptcy Solutions is the claims agent. HC Salon Holdings, Inc. is represented by DLA Piper LLP (US). CROSSROADS HEALTH: Unsecureds to Get 50% of Net Profit for 5 Years ------------------------------------------------------------------ Debtor Crossroads Health Center, P.L.L.C., filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a Disclosure Statement for Plan of Reorganization dated April 30, 2020. Class 4 General Unsecured Creditors will be paid as much of what they are owed as possible and will be mailed Crossroads Health Center, PLLC's previous year's financial statement each year for five years, during the term of the five-year Plan. Each year, if the Reorganized Debtor made a profit, after income taxes, and after making all secured plan payments and normal overhead payments, the Reorganized Debtor will pay to the allowed unsecured creditors their pro rata share of 50% of the net profit for the previous year, in 12 monthly payments beginning on Sept. 15th of the year in which the financial statement is mailed to these creditors. Each year, during the term of the five-year Plan, the Reorganized Debtor will repeat the 12-month payment plan to the allowed unsecured creditors if the Reorganized Debtor made a net profit the previous year as reflected in the previous year's financial statement. This payout will not exceed five years, and at the end of the five-year Plan term, the remaining balance owed, if any, to the allowed unsecured creditors will be discharged. Sanjeev Bhatia, M.D., the managing member and 100% owner, will retain his interest in the Reorganized Debtor but will not receive dividends during the term of the plan of reorganization. The Plan of Reorganization will be funded by the Reorganized Debtor through future business income of the Debtor. The current management will remain in control. A full-text copy of the Disclosure Statement dated April 30, 2020, is available at https://tinyurl.com/yb7342mf from PacerMonitor at no charge. Attorney for the Debtor: MARGARET M. MCCLURE 909 Fannin, Suite 3810 Houston, Texas 77010 Tel: (713) 659-1333 Fax: (713) 658-0334 E-mail: Margaret@mmmcclurelaw.com About Crossroads Health Center Crossroads Health Center, P.L.L.C., owns and operates an internal medicine clinic in Victoria, Texas. Crossroads Health Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-35441) on Sept. 29, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. The case has been assigned to Judge Eduardo V. Rodriguez. The Debtor tapped the Law Office of Margaret M. McClure as its legal counsel. CSMC TRUST 2019-RPL5: Fitch Gives B- Rating on Class B-2 Debt ------------------------------------------------------------- Fitch Rates CSMC 2019-RPL5 Trust as follows: CSMC 2019-RPL5 - Class A-1; LT AAAsf New Rating - Class A-2; LT Asf New Rating - Class B-1; LT Asf New Rating - Class B-2; LT B-sf New Rating - Class B-3; LT NRsf New Rating - Class B-4 LT NRsf New Rating - Class B-5; LT NRsf New Rating - Class PT; LT NRsf New Rating TRANSACTION SUMMARY CSMC 2019-RPL5 is supported by a pool of re-performing mortgage loans. The transaction was originally issued in 2019 and was not rated at deal close. In tandem with this rating assignment the transaction is being modified to 1) allow principal collection to be redirected to cover any potential interest shortfalls on the most senior class then outstanding, 2) using interest payment otherwise allocable to the class B-3 to fund an account that may be used for potential repurchases and 3) adding certain constraints on which institutions can act as an 'Eligible Account.' KEY RATING DRIVERS Economic Impact from Coronavirus (Negative): Coronavirus and the resulting containment efforts have resulted in revisions to Fitch's GDP estimates for 2020. The current baseline outlook for U.S. GDP growth is -5.6% for 2020, down from 1.7% for 2019. To account for declining macroeconomic conditions, the Economic Risk Factor default variable for the 'Bsf' and 'BBsf' rating categories was increased from a floor of 1.0 and 1.5, respectively to 2.0. The ERF floor of 2.0 best approximates its baseline GDP for 2020 and a recovery of 4.3% in 2021. If conditions deteriorate further and recovery is longer or less than current projections, the ERF floors may be further revised higher. Expected Payment Deferrals Related to the Coronavirus (Negative): The outbreak of coronavirus and widespread containment efforts in the U.S. will result in increased unemployment and cash flow disruptions. To account for the cash flow disruptions, Fitch assumed deferred payments on a minimum of 40% of the pool for the first six months of the transaction at all rating categories with a reversion to its standard delinquency and liquidation timing curve by month 10. This assumption is based on observations of legacy Alt-A delinquencies and past due payments following Hurricane Maria in Puerto Rico. Because the cash flow waterfall provides for principal otherwise distributable to the lower rated bonds to pay timely interest to the 'AAAsf' and 'AAsf' bonds, the lowest rate classes will likely experience interest shortfalls to the extent excess cash flow is insufficient. The excess cash flow in the structure helped mitigate some of the impact of this assumption. RPL Credit Quality (Mixed): The collateral consists of 30yr FRM and 40yr FRM fully amortizing loans, seasoned approximately 162 months in aggregate. The borrowers in this pool have weaker credit profiles (670 FICO) and relatively high leverage (74.7% sLTV). In addition, the pool contains no loans of particularly large size. None are over $1 million and the largest is $0.68 million. 46% of the pool had a delinquency in the past 24 months. Transaction Structure (Positive): The transaction's cash flow is based on a sequential-pay structure whereby the subordinate classes do not receive principal until the senior classes are repaid in full. Losses are allocated in reverse-sequential order. No Servicer Advancing (Mixed): The servicers will not be advancing delinquent monthly payments of principal and interest. Because P&I advances made on behalf of loans that become delinquent and eventually liquidate reduce liquidation proceeds to the trust, the loan-level loss severities are less for this transaction than for those where the servicer is obligated to advance P&I. Low Operational Risk (Neutral): Operational risk is well controlled for in this transaction. Credit Suisse has an established operating history acquiring single family residential loans. Rushmore Loan Management Services is the named servicer for the transaction and is rated by Fitch as 'RPS2' with a Negative Outlook. Fitch did not apply adjustments to the 'AAAsf' rating category based on the transaction parties. Issuer retention of at least 5% of the bonds also helps ensure an alignment of interest between both the issuer and investor. R&W's Have Knowledge Qualifiers and Sunset Period (Negative): The loan-level representations and warranties are consistent with a Tier 2 framework. The tier assessment is based primarily on the inclusion of knowledge qualifiers in the underlying reps as well as a breach reserve account that replaces the Sponsor's responsibility to cure any R&W breaches following the established sunset period. Fitch increased its loss expectations by 201 bps at the 'AAAsf' rating category to reflect both the limitations of the R&W framework as well as the non-investment-grade counterparty risk of the provider. Due Diligence Review Results (Negative): A third-party due diligence review was performed on 100% of the loans in the transaction pool. The review was performed by SitusAMC, which is assessed by Fitch as an 'Acceptable - Tier 1' TPR firm. The due diligence results indicate moderate operational risk with 8% of loans receiving a final grade of 'D'. While this concentration of material exceptions is similar to other Fitch-rated RPL RMBS, adjustments were applied only to loans missing of estimated final HUD-1 documents that are subject to testing for compliance with predatory lending regulations. These regulations are not subject to statute of limitations like most compliance findings which ultimately exposes the trust to added assignee liability risk. Fitch adjusted its loss expectation at the 'AAAsf' rating category by less than 25 bps to account for this added risk. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: This defined positive rating sensitivity analysis demonstrates how the ratings would react to negative MVDs at the national level, or in other words positive home price growth with no assumed overvaluation. The analysis assumes positive home price growth of 10.0%. Excluding the senior class which is already 'AAAsf', the analysis indicates there is potential positive rating migration for all of the rated classes. Specifically, a 10% gain in home prices would result in a full category upgrade for the rated class excluding those being assigned ratings of 'AAAsf'. Factors that could, individually or collectively, lead to negative rating action/downgrade: This defined negative rating sensitivity analysis demonstrates how the ratings would react to steeper MVDs at the national level. The analysis assumes MVDs of 10.0%, 20.0% and 30.0% in addition to the model-projected 37.9% at 'AAA'. The analysis indicates that there is some potential rating migration with higher MVDs for all rated classes, compared with the model projection. Specifically, a 10% additional decline in home prices would lower all rated classes by one full category Fitch has added a Coronavirus Sensitivity Analysis that contemplates a more severe and prolonged economic stress caused by a re-emergence of infections in the major economies, before a slow recovery begins in 2Q21. Under this severe scenario, Fitch expects the ratings to be impacted by changes in its sustainable home price model due to updates to the model's underlying economic data inputs. Any long-term impact arising from coronavirus disruptions on these economic inputs will likely affect both investment and speculative grade ratings. This section provides insight into the model-implied sensitivities the transaction faces when one assumption is modified, while holding others equal. The modelling process uses the modification of these variables to reflect asset performance in up- and down environments. The results should only be considered as one potential outcome, as the transaction is exposed to multiple dynamic risk factors. It should not be used as an indicator of possible future performance BEST/WORST CASE RATING SCENARIO International scale credit ratings of Structured Finance transactions have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of seven notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of seven notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings are based on historical performance. CRITERIA VARIATION There are two variations to the U.S. RMBS Rating Criteria. The tax and title search were performed at the time of the initial transaction closing which is outside of the six-month timeframe that Fitch looks to in criteria. This is mitigated by the relatively small number of outstanding amounts at the time the search was completed, the close proximity to the threshold Fitch has in place as well as the servicers responsibility in line with the transaction documents to advance these payments to maintain the trust's interest in the loans. As a result, there was no rating impact. The second variation relates to the outdated FICO scores for the transaction. The FICOs were updated at the time of the transaction close which is more than the six-month window in which Fitch looks for updated values. The stale values have no impact on the levels as the performance has been fairly stable since they were pulled. Additionally, while outdated, the values better capture the borrowers' credit after the modification and their initial default. To the extent the borrower has underperformed it will be reflected in the pay string, which would have a much more meaningful impact on the levels. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 A third-party due diligence review was completed on 100% of the loans in the transaction pool. The due diligence scope included a regulatory compliance review that covered applicable federal, state and local high-cost loan and/or anti-predatory laws, as well as the Truth In Lending Act and Real Estate Settlement Procedures Act. The scope was consistent with published Fitch criteria for due diligence on RPL RMBS. 393 of reviewed loans, or approximately 4% of the total pool, received a final grade of 'D' as the loan file did not contain a final HUD-1. The absence of a final HUD-1 file does not allow the TPR firm to properly test for compliance surrounding predatory lending in which statute of limitations does not apply. These regulations may expose the trust to potential assignee liability in the future and create added risk for bond investors. Fitch increased the LS on these loans to account for missing final HUD-1. The remaining 316 loans with a final grade of 'D' reflect missing final HUD-1 files that are not subject to predatory lending, missing state disclosures and other missing documents related to compliance testing. Fitch notes that these exceptions are unlikely to add material risk to bondholders since the statute of limitations on these issues have expired. No adjustment to loss expectations were made for these 316 loans for compliance issues. Fitch also applied model adjustments on 44 loans with a broken chain of title and 74 loans that had missing modification agreements. These loans received a three-month foreclosure timeline extension to represent a delay in the event of liquidation as a result of these files not being present. CTE 1 LLC: Unsecureds to Get 9% to 15% in UCC's Liquidating Plan ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of debtor CTE 1 LLC (d/b/a Lexus of Englewood) proposes a Combined Disclosure Statement and Plan of Liquidation for the Debtor. The Plan is the culmination of a sale and liquidation process, pursuant to which the Debtor has sold substantially all of its assets, and a global settlement of certain claims and issues between and among the Debtor, the Committee, and the Debtor's Prepetition Lender and DIP Lender, Toyota Motor Credit Corporation (TMCC). As of the Petition Date, the current balance owed by the Debtor under the Prepetition Loan Facility was approximately $60,676,320, of which $11,474,652 represented amounts past due for vehicles and parts sold without the remitting of appropriate repayment, exclusive of interest and fees thereon and approximately $38,474,476 represented amounts due for Capital Loans. Except to the extent otherwise agreed in the Global Settlement, the Sale proceeds were applied by TMCC first to the DIP Facility and then to the Prepetition Lender Secured Claim, leaving a Prepetition Lender Deficiency Claim of at least approximately $19 million, which TMCC reserves the right to assert as an allowed unsecured claim if the Global Settlement Agreement is not approved by the Court. As of the Petition Date, the Debtor estimated that they had aggregate unsecured debt of approximately $18 million owed to trade creditors and landlords. In addition, TMCC may have a Prepetition Lender Deficiency Claim, if the Global Settlement Agreement is not approved by the Court, in the sum of at least approximately $19 million. The Bankruptcy Court held the final Sale Hearing on February 6, 2020, where it entered the Sale Order approving the Sale to the Purchaser according to the terms of its Automobile Dealership Asset Purchase Agreement with the Debtor. The sale closed on February 28, 2020. As a result of the sale, the Debtor's Estate realized gross proceeds of $28,100,000. On or after the Sale Closing Date, the Debtor transferred $24,246,045 to TMCC as a pay down of the Debtor's obligations under the DIP Facility and a portion of the Prepetition Loan Obligations. The parties' settlement negotiations resulted in the Committee, the Debtor, and TMCC reaching and entering into a global settlement agreement (the Global Settlement Agreement). The Global Settlement Agreement provides for the resolution of any and all asserted claims and causes of action against TMCC, the relinquishment and waiver of certain of TMCC's claims against the Estate, and other financial assistance and contributions by TMCC to the Debtor and the Estate. Holders of Class 4 General Unsecured Claims will each receive a pro rata share of funds available for Distribution on account of such General Unsecured Claim. General unsecured creditors with an estimated amount of allowed claims of $25.43 million will recover 9% to 15% under the Plan. Holders of Class 5 Equity Interests will not be entitled to receive or retain any property on account of such Equity Interests. A full-text copy of the Disclosure Statement dated May 1, 2020, is available at https://tinyurl.com/y9hrh4k2 from PacerMonitor at no charge. Counsel to the Official Committee of Unsecured Creditors: GIBBONS P.C. Robert K. Malone, Esq. Brett S. Theisen, Esq. One Gateway Center Newark, New Jersey 07102 Telephone: (973) 596-4500 Facsimile: (973) 596-0545 E-mail: rmalone@gibbonslaw.com btheisen@gibbonslaw.com About CTE 1 LLC CTE 1 LLC -- https://www.lexusofenglewood.com/ -- is a car dealer in Englewood, N.J., offering a selection of new and pre-owned Lexus vehicles. It offers a full lineup of vehicles, including Lexus LS sedan, Lexus RX SUV and ES Hybrid. CTE 1 sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 19-30256) on Oct. 27, 2019, in New Jersey. In the petitions signed by Carmine DeMaio, operating manager, the Debtor was estimated to have $10 million to $50 million of assets and the same range of liabilities. Judge Vincent F. Papalia oversees the case. The Debtor tapped Robert M. Hirsh, Esq., at Arent Fox LLP, as its legal counsel. Steven F. Agran of Carl Marks Advisory Group LLC is the Debtor's chief restructuring officer. D & H HEALTHCARE: Seeks to Hire Corral Tran as Counsel ------------------------------------------------------ D & H Healthcare Professionals, LLC, seeks authority from the US Bankruptcy Court for the Southern District of Texas to hire Corral Tran Singh, LLP, as its counsel. D & H requires Corral Tran to: i. analyse of the financial situation, and rendering advice and assistance to the Debtor; ii. advise the Debtor with respect to its rights, duties, and powers as a debtor in this case; iii. represent the Debtor at all hearings and other proceedings; iv. prepare and file all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions and other legal papers as necessary to further the Debtor's interests and objectives as well as making any necessary amendments; v. represent the Debtor at any meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; vi. represent the Debtor in all proceedings before the Court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; vii. prepare and file a Disclosure Statement and Chapter 11 Plan of Reorganization; viii. assist the Debtor in analyzing the claims of the creditors and in negotiating with such creditors; and ix. assist the Debtor in any matters relating to or arising out of the captioned case. The firm's hourly rates are: Susan Tran Adams 350 Brendon Singh 375 Adam Corral 350 Krystyna Salinas 275 Corral Tran is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Adam Corral, Esq. Susan Tran Adams, Esq. Brendon Singh, Esq. CORRAL TRAN SINGH, LLP 1010 Lamar St., Suite 1160 Houston, TX 77002 Ph: (832) 975-7300 Fax: (832) 975-7301 Email: brendon.singh@ctsattorneys.com About D & H Healthcare Based in Webster, Texas, D & H is a multi-specialty clinic formed on July 17, 2012 owned by Dr. David A. Fairweather and Hilarice M. John-Fairthweather and operated by Dr. David A. Fairweather. Dr. Fairweather is a licensed physician whose practice focuses on family and internal medicine. D & H Healthcare Professionals, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-30929) on Feb. 4, 2020, listing under $1 million in both assets and liabilities. Corral Tran Singh, LLP, represents the Debtor as counsel. DIAMONDBACK INDUSTRIES: Seeks to Hire Stretto as Claims Agent ------------------------------------------------------------- Diamondback Industries, Inc. and its debtor affiliates seek authority from the United States Bankruptcy Court for the Northern District of Texas to hire Bankruptcy Management Solutions, Inc. d/b/a Stretto as their claims, noticing, and solicitation agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Debtor's Chapter 11 case. The Debtors provided Stretto an advance in the amount of $10,000. Sheryl Betance, managing director of corporate restructuring of Stretto, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Stretto can be reached at: Sheryl Betance STRETTO 410 Exchange, Ste. 100 Irvine, CA 92602 Tel: (714) 716-1872 E-mail: sheryl.betance@stretto.com About Diamondback Industries Diamondback Industries -- https://diamondbackindustries.com/ -- is an ISO 9001 registered company that manufactures tools and ballistics equipment including eliminators, igniters, and power charges. On April 21, 2020, Diamondback Industries, Inc., and its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 20-41504). The Hon. Edward L. Morris presides over the cases. Diamondback was estimated to have $10 million in assets and $10 million to $50 million in liabilities. The Debtors tapped Haynes and Boone, LLP as counsel; and CR3 Partners, LLC as financial advisor. Stretto is the claims agent, maintaining the page https://cases.stretto.com/diamondback/ DIVERSIFIED CONSULTANTS: Taps Thames Markey as Legal Counsel ------------------------------------------------------------ Diversified Consultants, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Thames Markey & Heekin, P.A. as its bankruptcy counsel nunc pro tunc to April 15. The services to be rendered by the firm are principally bankruptcy related but may also include general corporate, litigation, real estate and other legal services. The standard hourly rates charged by the firm are as follows: Paralegals $95 Partners $465 Thames Markey has agreed to accept a fixed fee of $25,000 for representation in Debtor's Chapter 11 case, which is expected to be short in duration. Richard Thames, Esq., a managing partner at Thames Markey, is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard R. Thames, Esq. Thames Markey & Heekin, P.A. 50 North Laura Street, Suite 1600 Jacksonville, FL 32202 Telephone: (904) 358-4000 Facsimile: (904) 358-4001 Email: rrt@tmhlaw.net About Diversified Consultants Diversified Consultants, Inc., a Jacksonville, Fla.-based company that provides claims collection services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01311) on Apr. 17, 2020. The petition was signed by Nicole Zehnder Smith, Debtor's secretary, treasurer and director. At the time of the filing, Debtor disclosed estimated assets of $1 million to $10 million and estimated liabilities of $10 million to $50 million. Judge Cynthia C. Jackson oversees the case. Debtor tapped Thames Markey & Heekin, P.A. as its bankruptcy counsel. DJL BUILDERS: Plan Disclosures Granted Preliminary Approval ----------------------------------------------------------- Judge J. Tucker has ordered that DJL Builders, Inc., et al.'s Disclosure Statement filed on April 23, 2020 is granted preliminary approval. The deadline to return ballots on the Second Amended Plan, as well as to file objections to final approval of the Second Amended Disclosure Statement and objections to confirmation of the Second Amended Plan, is June 1, 2020. The hearing on objections to final approval of the Second Amended Disclosure Statement and confirmation of the Second Amended Plan will be held on June 10, 2020 at 11:00 a.m., in Room 1925, 211 W. Fort Street, Detroit, Michigan. No later than June 5, 2020, the Debtors must file a signed ballot summary indicating the ballot count. 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. ELDORADO GOLD: Moody's Hikes CFR to B2, Outlook Stable ------------------------------------------------------ Moody's Investors Service upgraded Eldorado Gold Corporation's corporate family rating to B2 from B3, probability of default rating to B2-PD from B3-PD, guaranteed senior secured second lien global notes rating to B3 from Caa1 and Speculative Grade Liquidity Rating to SGL-2 from SGL-3. The rating outlook remains stable. "Eldorado's ratings upgrade reflects operational successes at its Kisladag mine in Turkey and the Lamaque mine in Canada, which should produce stable operating results, combined with good liquidity", said Jamie Koutsoukis, Moody's Vice President, Senior Analyst. Upgrades: Issuer: Eldorado Gold Corporation Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 US$300 million GTD Senior Secured Second Lien Global Notes, Upgraded to B3 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: Eldorado Gold Corporation Outlook remains Stable RATINGS RATIONALE Eldorado Gold Corporation (B2 CFR) is constrained by its 1) small scale (436 thousand gold equivalent ounces in 2019), 2) its concentration of production and cash flows at its Kisladag mine (35% of production and about 50% of cash earnings from mine operations in 2019) 3) relatively high geopolitical risks related to their assets in Greece, and 4) a concentration of production in one commodity (85% of production is gold) and the resulting exposure to volatile gold prices. The company benefits from 1) low leverage (2.4x at Q1/2020) and expected debt reduction as it repays its $200 million amortizing term loan over the next 2 years, 2) long average reserve life of its assets, and 3) good liquidity (SGL-2). In January, 2020, Eldorado announced a new mine plan at Kisladag, their key operating asset, with average annual production at the mine now expected to be approximately 160,000 ounces per year over the next 15 years. Eldorado is exposed to environmental risks typical for a company in the mining industry. This includes, but is not limited to wastewater discharges, site remediation and mine closure, waste rock and tailings management, and air emissions. The company is subject to environmental laws and regulations in the areas in which it operates. As a response to coronavirus outbreak, Eldorado's Lamaque operations were shut down as per the Quebec government requirement for three weeks beginning March 23rd. Following the resumption of mine operations in mid-April, Eldorado has put safety protocols in place at all its sites to reduce the risk of the Covid-19 infection. Eldorado's management is committed to maintaining conservative financial policies, with a focus on reducing debt over the near term. Eldorado has good liquidity, with about $485 million of total sources against about $67 million of uses over the next year. Sources include $309 million of cash at Q1/2020, term deposits of around $55 million, around $36 million available on its $250 million revolving credit facility (matures June 2023) and its free cash flow expectations of $85 million in 2020. Eldorado's six equal semi-annual payments of around $33 million on it's $200 million non-revolving term loan will commence on June 30, 2020 (annual repayments of nearly $67 million through December 2022). The company's next scheduled debt maturity is its drawings on its $250 million revolver in June 2023. Moody's expects Eldorado will remain comfortably in compliance with its bank facility covenant. The stable outlook reflects the expectation that Eldorado will maintain gold production above 400,000oz/year past 2020 based on its operating successes at Kisladag and Lamaque, will maintain adjusted leverage near 2.5x and free cash flow will be positive to slightly negative, including stripping costs at Kisladag. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Eldorado is able to achieve increased mine diversity, particularly in regards to its geopolitical risk profile, generate sustained positive free cash flow and demonstrate stability in its credit metrics. An upgrade would also require adjusted leverage is sustained below 3x (2.4x at Q1/2020). A downgrade to B3 would be considered if Eldorado's free cash flows are expected to be negative on a sustained basis, weakening its liquidity position and adjusted debt/EBITDA is expected to remain above 4x (2.4x at Q1/2020). The ratings could also be downgraded if the company experiences operational issues at its mines which result in lowered production and higher costs. The principal methodology used in these ratings was Mining published in September 2018. Headquartered in Vancouver, Canada, Eldorado Gold Corporation owns and operates two gold mines in Turkey (Kisladag and Efemcukuru), a gold mine in Canada (Lamaque), a lead/zinc/silver mine in Greece (Stratoni) and a gold mine in Greece (Olympias). Additional development properties include Skouries and Perama Hill in Greece, Certej in Romania and Vila Nova and Tocantinzinho in Brazil. Revenues were $742 million for LTM Q1/2020. ENVIRO-SAFE REFRIGERANTS: Plan and Disclosures Due May 26, 2020 --------------------------------------------------------------- Judge Thomas L. Perkins has ordered that Enviro-Safe Refrigerants, Inc., must file a Chapter 11 Plan & Disclosure Statement on or before May 26, 2020. About Enviro-Safe Refrigerants Headquartered in Pekin, Illinois, Enviro-Safe Refrigerants Inc. -- http://www.es-refrigerants.com/-- provides refrigerant and support fluids. Its products include air conditioning tools, automotive fluids, green gas and industrial supplies. Enviro-Safe Refrigerants filed for Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No. 17-80827) on June 5, 2017. In the petition signed by Julie C. Price, president, the Debtor was estimated to have assets and liabilities of between $1 million and $10 million. Judge Thomas L. Perkins oversees the case. Sumner Bourne, Esq., at Rafool, Bourne & Shelby, P.C., serves as the Debtor's bankruptcy counsel. On July 11, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee tapped Armstrong Teasdale LLP as counsel. EXTRACTION OIL: Fitch Cuts LT IDR to CC, Off Rating Watch Negative ------------------------------------------------------------------ Fitch Ratings has downgraded the Long-Term Issuer Default Rating of Extraction Oil & Gas, Inc. to 'CC' from 'B-'. Fitch has also downgraded XOG's secured revolver to 'CCC+'/'RR1' from 'BB-'/'RR1'and the unsecured notes to 'CC'/'RR4' from 'B-'/'RR4'. The Rating Watch Negative on the IDR and instrument ratings is removed. The rating downgrade reflects management's disclosure in its first-quarter 10-Q filing that the company has engaged advisors to assist in evaluating strategic alternatives, which may include seeking a restructuring, amendment or refinancing of existing debt through a private restructuring, or bankruptcy. In addition, the borrowing base and elected commitments were reduced to $650 million from $950 million in April 2020. Subsequently, XOG drew down the remaining available capacity under the facility. The company stated that it is probable that it will not meet its financial maintenance covenants during the June 30, 2020 quarter. Fitch also notes the heightened liquidity and refinancing risks under its revised price deck (WTI of $32/bbl and HH of $1.85/mcf in 2020), and the challenging capital market environment to redeem the preferred stock due in 2021. The revolving credit facility accelerates to April 15, 2021 if the preferred is not addressed before then. The ratings also reflect the company's economic wells and substantial inventory in the Denver-Julesburg Basin, solid 2019 production growth, ownership of Elevation Midstream, and a favorable hedging policy that protects the near-term downside risk before money is spent on completion activities and locks in returns. This is also offset by regulatory concerns within the state, which could affect the company's drilling program and access to capital markets. KEY RATING DRIVERS Coronavirus Impact on Results: Lower oil prices due to the combination of weaker demand from the coronavirus and increased oil production following a failed OPEC+ production agreement has severely affected Extraction's financial results. As a result of the lower prices, the company expects to suspend drilling in the second half of 2020 and does not see production returning to historical levels for the foreseeable future. The borrowing base and elected commitments were reduced to $650 million from $950 million, and XOG borrowed all of its remaining capacity under the credit facility. The company also noted that it may not meet its financial covenants under the credit facility for the three months ended June 30, 2020. Finally, XOG has engaged advisors to evaluate strategic alternatives, which could include a restructuring, amendment or refinancing of existing debt through a private restructuring or bankruptcy filing. Increasing Refinancing Risk: XOG has a $185 million preferred stock issuance that matures on Oct. 15, 2021, although the maturity of the revolver is accelerated to April 15, 2021 if the preferred is not converted to equity or redeemed prior to that date or if the maturity of the preferred is not extended to at least February 2023. Fitch believes the company's options to retire the preferred stock include asset sales, utilizing the revolver, amending and extending the preferred stock maturity, or getting the acceleration on the revolver waived. Even if the preferred stock maturity is resolved, the company has a large revolver balance that is due in August 2022. Fitch believes extending the maturity may be challenged given that the senior unsecured notes are due in 2024 and 2026, particularly in a lower commodity price environment that materially weakens the company's FCF profile. Colorado Regulatory Risk: Senate Bill 19-181 was signed into law on April 16, 2019, triggering 12+ rulemakings at the Colorado Oil and Gas Conservation Commission. Fitch believes near- to medium-term operational risks are moderated under the new regulatory environment but the regulatory environment may impede capital market access as the company's maturities come due in 2021. Approximately 37% of XOG's core acreage is in Weld County, which has a favorable view of oil and gas drilling and generates approximately 90% of total oil produced in Colorado. However, 32% of the company's acreage is in Adams County and 22% is in Arapahoe County, which are less favorable and are adopting more stringent regulations. Gas Production Mix Increasing: Natural gas production as a percentage of total production is expected to increase in 2020 at the same time that natural gas prices are at historical lows. For YE19, natural gas production was 33% of total production versus 28% for YE18. Fitch believes a shift toward maintenance capital will result in fewer new drilled wells, which may accelerate the company's increasing gas mix. Higher natural gas content, as a percentage of total production, will likely negatively affect unit-economics, liquidity and credit metrics. ESG - Social: XOG has an ESG Relevance Score of 4 for Exposure to Social Impacts, due to heightened regulatory pressure for Colorado oil and gas operators, which may have a longer-term impact on costs and inventory. Fitch believes this has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. DERIVATION SUMMARY XOG's production profile (94.2mboepd in 1Q20) is larger than that of direct peer and DJ Basin operator Great Western Petroleum LLC (CCC-). Additionally, XOG's acreage position in the play (approximately 179,300 net acres) is significantly larger than Great Western's approximately 60,000 net acres. As single-basin DJ Basin operators, both companies are significantly exposed to Colorado regulatory risk. Great Western has a higher liquids-cut (70% versus 67%) and better unhedged netbacks ($20.8/bbl versus $16.8/bbl) for YE19. Great Western's credit metrics ($21,168/bbl and $4.40/boe) are similarly positioned to XOG's ($19,785/bbl and $6.9/boe) on a debt/flowing barrel and a debt/1P basis, respectively. Both XOG and Great Western's ratings are linked to heightened liquidity and refinancing risks with 2021 maturities and springing revolving credit facilities in a challenging macro and capital market environment. KEY ASSUMPTIONS KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that XOG would be reorganized as a going concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Going-Concern Approach Extraction's GC EBITDA assumption reflects Fitch's projections under a base case oil price environment price deck, in which WTI and natural gas are priced at $32.00 and $1.85 in 2020, $42.00 and $2.10 in 2021, and $50.00 and $2.25 in 2022, as well as a long-term price of $52.00 and $2.50. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which it bases the enterprise valuation. The GC EBITDA uses 2021-2022 EBITDA, which reflects the decline from current pricing levels and then a partial recovery coming out of a troughed pricing environment. An EV multiple of 3.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: The historical bankruptcy case study exit multiples for peer companies ranged from 2.8x-7.0x, with an average of 5.6x and a median of 6.1x. XOG's multiple reflects its exposure to local regulatory risks, lack of M&A activity, and the inability of energy firms to access capital markets to finance acquisitions. Fitch's GC assumptions lead to a valuation of $1.173 billion, a decrease from the previous year due to the regulatory overhang and lower oil and natural gas price assumptions in the base case price deck. Liquidation Approach Fitch used transactional and asset-based valuations, such as recent transactions for the DJ Basin on a $/acre, $/drilling location, $/flowing barrel and $/1P estimates to determine a reasonable sales price for the company's assets. Although previous M&A activity was considered such as PDC Energy Inc.'s acquisition of SRC Energy, Inc. in August 2019, Fitch has adjusted the liquidation parameters to reflect the significantly lower oil price environment and challenges to finance upstream acquisitions. Fitch's liquidation value was $1.1 billion. The amended $650 million revolving credit facility was assumed to be 100% drawn. The allocation of value in the liability waterfall results in recovery corresponding to RR1 recovery for the first lien revolver and a recovery corresponding to RR4 for the senior unsecured guaranteed notes. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- A positive rating action is unlikely unless the company can resolve its current maturity and liquidity challenges without resulting in a default-like event (distressed debt exchange, bankruptcy filing). Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Entering into a restructuring agreement, distressed debt exchange, bankruptcy filing or forbearance agreement. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE XOG had $430 million of availability under its revolving credit facility and $32 million of cash as of March 31, 2020. Subsequent to the quarter, the borrowing base and the level of commitments on the credit facility was reduced to $650 million from $950 million. The company drew down on the remaining availability on the credit facility, and as of May 11, 2020, there was $600.5 million drawn on the credit facility and $49.5 million of letters of credit. XOG stated it may be at risk of breaching its financial maintenance covenants on its credit facility for the three months ended June 30, 2020. XOG has a $185 million preferred stock issuance that matures on Oct. 15, 2021, although the maturity of the revolver is accelerated to April 15, 2021 if the preferred is not converted to equity or redeemed prior to that date or if the maturity of the preferred is not extended to at least February 2023. Fitch believes XOG's options to retire the preferred stock include asset sales, utilizing the revolver, amending and extending the preferred stock maturity, or getting the acceleration on the revolver waived. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Extraction Oil & Gas, Inc.: Exposure to Social Impacts: 4 Extraction has an ESG Relevance Score of 4 for Exposure to Social Impacts, due to heightened regulatory pressure for Colorado Oil & Gas operators, which may have a longer-term impact on costs and inventory. Fitch believes this has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. EYECARE PARTNERS: S&P Alters Outlook to Neg., Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on EyeCare Partners LLC to negative from stable and affirmed all of its ratings on the company, including its 'B' issuer credit rating and its 'B' first-lien and 'CCC+' second-lien issue-level ratings. The coronavirus pandemic will lead to a sizeable volume decline in the company's optometry and ophthalmology businesses. The national postponement of elective procedures and related stay-at-home orders intended to contain the spread of the coronavirus caused the company to close almost all of its locations for an extended period. Therefore, S&P expects EyeCare Partners to report significant revenue and EBITDA losses relative to the rating agency's prior base-case estimates. Although the company has significantly reduced its variable costs, S&P believes the large revenue and EBITDA decline will likely cause it to generate negative discretionary cash flow in 2020. While it projects that EyeCare Partners' cash flow generation will turn positive in 2021 when the effects of the pandemic subside, S&P believes there is a risk that a prolonged pandemic will delay the improvement in its cash flow generation for an extended period. S&P anticipates limited acquisitions in 2020. The company's rapid growth strategy focuses on acquisitions of profitable optometry and ophthalmology businesses. S&P's prior forecast incorporated sizeable EBITDA and cash flow contributions from these acquisitions in 2020. S&P believes any delays in executing this strategy will adversely affect EyeCare Partners financial results, potentially over the next two years. However, the rating agency believes the company may benefit over the long term from the increased availability of potential opportunities at improved purchase price multiples. "The recovery is likely to be gradual and extended. Although some elective procedures are now being performed in areas where the stay-at-home restrictions have recently been eased, we expect the recovery to be slow and gradual due to the logistics of reopening, potential changes in consumer behavior, and a likely rise in the number of uninsured patients. We believe some consumers may continue to delay optometry visits because of their relative lack of urgency and the ongoing fear of contagion from office visits. However, we think the more emergent nature of its ophthalmology unit will likely lead to a faster recovery. Nonetheless, we expect EyeCare Partners' organic sales to decline through the end of 2020 and possibly into 2021," S&P said. "The company's liquidity should remain sufficient over the next 12 months. We believe EyeCare Partners will maintain adequate liquidity over the next 12 months based on its current cash balance, including the recent draw on its revolving credit facility, its receipt of government grant money from the CARES Act, the Centers for Medicare & Medicaid Services' (CMS) advanced payments, and its ability to significantly reduce its variable costs. Many of the company's optometrists and ophthalmologists are compensated based on volume and are also the landlords of their locations. EyeCare Partners has also been able to negotiate rent reductions as well as material vendor and supplier concessions," the rating agency said. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The negative outlook on EyeCare Partners reflects the risk that its liquidity and cash flow may be insufficient if the pandemic is more severe and lasts longer than S&P expects and leads to sustained cash flow deficits and elevated leverage. "We could lower our rating on EyeCare Partners if its adjusted free operating cash flow (FOCF) to debt falls below 2.5% with limited prospects for improvement. This could occur because of an extended operating underperformance due to the coronavirus pandemic that leads to significant EBITDA margin contraction or because of integration or execution issues into 2021. This could also occur if the company pursues aggressive acquisitions that substantially increase its leverage while higher interest expense and integration/transaction costs constrain its cash flow generation," S&P said. "We could revise our outlook on EyeCare Partners to stable if we gain confidence in its recovery prospects and anticipate that it will perform in line with our base-case scenario and return to positive discretionary cash flow generation," the rating agency said. FERRELLGAS PARTNERS: Bryan Wright Quits as Chief Operating Officer ------------------------------------------------------------------ Bryan J. Wright resigned as senior vice president and chief operating officer and voluntarily terminated his employment with Ferrellgas, Inc., the general partner of Ferrellgas Partners, L.P. and a general partner of Ferrellgas, L.P., to pursue other opportunities. Effective as of May 11, 2020, Mr. Wright ceased to serve in all capacities previously held with (i) the General Partner, (ii) Ferrellgas GP II, LLC and Ferrellgas GP III, LLC, each a general partner of Ferrellgas, L.P., and (iii) the Company and its subsidiaries, including Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. About Ferrellgas Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., and subsidiaries, serves propane customers in all 50 states, the District of Columbia, and Puerto Rico. Ferrellgas reported net loss of $64.54 million for the year ended July 31, 2019, a net loss of $256.82 million for the year ended July 31, 2018, and a net loss of $54.50 million for the year ended July 31, 2017. As of Jan. 31, 2020, the Company had $1.47 billion in total assets, $754.88 million in total current liabilities, $1.73 billion in long-term debt, $84.55 million in operating lease liabilities, $45.26 million in other liabilities, and a total partners' deficit of $1.14 billion. * * * As reported by the TCR on Oct. 22, 2019, S&P Global Ratings lowered its issuer credit rating on Ferrellgas Partners L.P. to 'CCC-' from 'CCC'. The downgrade was based on S&P's assessment that Ferrellgas' capital structure is unsustainable given the upcoming maturity of its $357 million notes due June 2020. As reported by the TCR on March 18, 2020, Moody's Investors Service downgraded Ferrellgas Partners L.P.'s Corporate Family Rating to Caa3 from Caa2. "Ferrellgas's downgrade is driven by the company's continued high financial leverage and the very high likelihood that the partnership will complete a full debt recapitalization in the near-term," said Arvinder Saluja, Moody's vice president. FIELDWOOD ENERGY: Fitch Cuts LT IDR to 'C' & Removes Neg. Outlook ----------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Rating of Fieldwood Energy LLC to 'C' from 'CCC'. Fitch has also downgraded the first lien secured term loan to 'CCC'/'RR1' from 'B'/'RR1' and the second lien term loan to 'C'/'RR5' from 'CCC-'/'RR5'. The Rating Outlook is removed. The ratings action reflects Fieldwood's entrance into a temporary limited forbearance and amendment with its first out credit facility, first lien term loan, and second lien term loan lenders. The facility allows Fieldwood to skip current interest and loan payments for a temporary period. Fieldwood has suffered from the low oil price environment following the onset of the coronavirus pandemic exacerbated by the short-term supply increase when OPEC+ failed to reach a production-level agreement. The company has taken significant steps in light of the current environment, including the shut-in of uneconomic production. In addition, FWE has fully drawn on its revolver and delayed-draw term loan under the GS credit facility, is likely to generate FCF deficits in the current pricing environment and lacks access to debt capital markets necessary to refinance near-term maturities. KEY RATING DRIVERS Tenuous Liquidity Position: Fieldwood drew down $50 million on its multidraw term loan and the remaining $16.9 million of availability on its revolver, together known as the GS credit facility. There was also $30.6 million of outstanding letters of credit, of which $20 million was released in mid-April to reimburse Chevron for costs incurred on its Clingmans Dome obligation. Under Fitch's base case forecasts, Fieldwood is likely to generate negative FCF in 2020 based on a $32/barrel West Texas Intermediate oil price. The GS credit facility is due in April 2021, while the first lien term loan is due in April 2022 and the second lien term loan is due in April 2023. Given the lack of capital market access for high-yield energy issuers, there is an increased likelihood of a debt exchange in order to meet these maturities. Weak Hedging Program: Fieldwood has hedged approximately 100% of its expected production during March to June 2020 at relatively high prices. However, there is little hedged in the second half of 2020 and none beyond. The company monetized 2.5mmbls of its 2020 hedges for $55 million, which increased liquidity but also exposes Fieldwood in the event oil prices do not recover during the second half of the year. Production Profile in Transition: Fiscal 2019 was a transitional year for Fieldwood as it focused on new development and experienced production declines due to the natural decline rate and hurricane disruption. New wells are being acquired, which should provide a production boost in 2020. The Troika TA3 well began producing at rates better-than-expected in 4Q19. However, both the Troika TA2 well and the Orlov well had rates below expectation, although the reserve base is still believed to be within expectations. The company also shut-in approximately 30 low-margin shelf fields representing approximately 2,000boepd due to uneconomic returns at current prices. Small Offshore E&P Profile: Fieldwood's focus as a small, private equity-sponsored player in the offshore shallow and Deepwater Gulf of Mexico (GoM) region results in an asset profile that is different from the typical shale-driven onshore E&P. Differences include relatively low asset acquisition costs, lower decline rates and higher oil and gas price realizations. Challenges associated with the business model include materially higher environmental remediation costs, the need to post significant financial assurances to third parties to guarantee remediation work, and the tail risks from hurricane activity and potential offshore oil spills. As a smaller operator, the company also relies on third-party infrastructure, which can result in periodic shut-in of production during planned and unplanned maintenance. Substantial Decommissioning Costs: Because of its focus on mature offshore assets, Fieldwood has inherited substantial environmental liabilities versus onshore peers. At YE19, Fieldwood had an Asset Retirement Obligation of approximately $1.22 billion, and relatively high related plugging and abandonment spending. Run-rate P&A spending is estimated by the company in the $100 million-$150 million per year range, with a 2019 spend of $163 million. Given current liquidity constraints, Fieldwood plans to substantially curtail P&A spending in 2020. Fieldwood views its ability to efficiently decommission infrastructure as a competitive advantage. In recent years, the company has plugged and abandoned the majority of decommissioned facilities on the GoM shelf, giving it experience in remediation that many other E&Ps lack. There is considerable variation around estimates for remediation costs, which could pose a risk to cash flows in the event of unfavorable fluctuations. Fitch recognizes that the company's decommissioning reserves and other assurance will help offset some of these costs. This includes $500 million in local currency and surety bonds pledged to remediate the Apache properties, as well as a separate decommissioning Trust A fund. This trust owns a 10% net profits interest in the assets acquired from Apache. Fieldwood makes monthly cash contributions to the trust until the total security held reaches $800 million, or 125% of the remaining liability. Regulatory Environment Improved: The regulatory environment for offshore operators has improved in some regards under the Trump Administration, and Fieldwood has not been required to post material additional bonds to the Bureau of Ocean Energy Management following its 2016 notice to lessees regarding potential supplemental bond requirements for decommissioning activities on leases in GoM. However, the company's overall exposure to this issue is material, and the risk exists that this treatment could be reversed, particularly in the event of a future change in administrations. ESG Considerations: Fieldwood has an Environmental, Social and Governance Relevance Score of '4' for waste and hazardous materials management/ecological impacts, due to the enterprise-wide solvency risks that an offshore oil spill poses for an E&P company of Fieldwood's small size and limited financial resources. This factor has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. DERIVATION SUMMARY Fieldwood's positioning against high-yield peers in the independent E&P space is mixed. In terms of size, it is larger than high-yield peers Talos Energy Inc. (not rated) and Lonestar Resources US, Inc. (CC) but smaller than MEG Energy Corp. (B/Stable) and SM Energy Company (C). Similar to other offshore producers, oil and natural gas realizations are above average given the company's access to waterborne pricing versus logistically constrained onshore shale peers. At approximately $25,642/boe, Fieldwood's debt/flowing metrics are better than peers including MEG Energy ($38,631/boe), and Lonestar ($41,084/boe), but slightly below SM Energy ($20,946/boe). At June 30, 2019, Fieldwood's cash netbacks were good at $15.4/boe but slightly below average for the peer group. Fieldwood's proved (1p) reserve life has increased to 11 years. Lonestar's and SM Energy's rating also reflect the impact of potential restructuring. Lonestar needs to obtain technical default waiver on financial maintenance covenants, while SM Energy has announced a transaction that Fitch considers a distressed debt exchange. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch is unlikely to upgrade given that Fieldwood would need to resolve the forbearance agreement without restructuring its debt, which is unlikely under the current agreement. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Resolution of the forbearance agreement that results in a restructuring agreement that is treated as a default. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Declining Liquidity: Fieldwood's current liquidity is limited and includes a cash balance of $158.5 million. The company's $147.6 million senior first lien, first-out revolver was fully drawn (including letters of credit [LoC]) in March 2020. This bilateral facility was created using freed capacity from the company's super-senior secured LoC facility, which became available when the company switched a portion of its decommissioning funds from LoCs to surety bonds. The facility is secured and has priority over the other piece of first lien debt given its first-out status. Financial covenants in the first lien term loan include consolidated total net leverage max of 4.0x, consolidated first lien net leverage above 2.25x and a minimum asset coverage ratio of 1.75x. The company was in compliance with its covenants as of Dec. 31, 2019. Under current price deck assumptions, Fitch expects Fieldwood to generate negative FCF in 2020. Under the current environment, the company is curtailing nondiscretionary capex as well as P&A and repair and maintenance spending. To further enhance liquidity, Fieldwood is shutting in approximately 30 low-margin fields that are uneconomic at current oil prices, reducing headcount and wages, as well as other reductions to its cost structure. Fieldwood's super-senior revolver matures in December 2021, and extending the facility may depend on the ability to refinance the company's first lien senior secured term loan due in 2022 and its second lien senior secured term loan due 2023. Capital markets are currently challenging for small E&P operators, although access could improve depending on Fieldwood's ability to meet its production and FCF goals. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Fieldwood Energy LLC: Waste & Hazardous Materials Management; Ecological Impacts: 4 Fieldwood has an Environmental, Social and Governance Relevance Score of '4' for waste and hazardous materials management/ecological impacts, due to the enterprise-wide solvency risks that an offshore oil spill poses for an E&P company of Fieldwood's small size and limited financial resources. This factor has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. FIELDWOOD ENERGY: S&P Lowers ICR to 'D' on Missed Interest Payment ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on U.S.-based oil and gas exploration and production company Fieldwood Energy LLC to 'D' from 'CCC'. S&P also lowered its issue-level ratings on the company's first-lien term loan to 'D' from 'B-' and on its second-lien term loan to 'D' from 'CCC'. The downgrade reflects Fieldwood Energy's decision to skip the interest payments on its first-lien term loan and second-lien term loan and enter into forbearance agreements with certain lenders of its term loans. Despite its ongoing negotiations with creditors and the forbearance agreements, S&P doesn't expect the company will make the interest payments. FIRST MIDWEST: Moody's Rates Preferred Stock 'Ba1(hyb)' ------------------------------------------------------- Moody's Investors Service has assigned a Ba1(hyb) rating to First Midwest Bancorp, Inc. preferred stock issuance. Assignments: Issuer: First Midwest Bancorp, Inc. Preferred Stock, non-cumulative, Assigned Ba1(hyb) RATINGS RATIONALE The assigned Ba1(hyb) preferred stock rating is positioned three notches below the standalone baseline credit assessment of baa1 of First Midwest Bank, which is First Midwest's bank operating entity. This reflects Moody's advanced loss-given-failure analysis, which suggests one notch for the potential of high loss given-failure for the instrument, as well as two additional notches to capture the risk of non-payment of coupons, or a distressed exchange ahead of a potential failure. First Midwest Bank's baa1 BCA incorporates the bank's adequate liquidity position and good asset quality, including a sizable core deposit base fully funding its loan book. The BCA also reflects the bank's credit challenges related to its sizable commercial real estate concentration and above peer-average commercial loan growth in recent years, which has been both organic and through acquisitions. That said, Moody's expects that the bank's recently closed acquisition of Park Bank will further benefit its loan and deposit franchise owing to greater geographical diversification away from the highly-competitive Chicago market. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Given Moody's economic outlook for 2020, upward ratings movement is unlikely over the next 12-18 months. Upward rating pressure will consider First Midwest's financial performance relative to US regional bank peers through the economic volatility caused by the coronavirus pandemic outbreak. Demonstrated resilience of its asset quality and liquidity metrics along with a sustained improvement of its capitalization could lead to upward movement of the BCA and the ratings. Downward ratings movement could occur if Moody's believed First Midwest's capitalization, profitability and asset quality were to materially weaken beyond its current expectations, amid the global economic shock from the coronavirus outbreak. Downgrade rating pressure could also emerge if Moody's believes that high loan growth, organically or through acquisitions, will lead to a loosening of underwriting standards. The principal methodology used in this rating was Banks Methodology published in November 2019. FLORIDA DEVELOPMENT: Fitch Withdraws B+ on 2011A Educational Bonds ------------------------------------------------------------------ Fitch Ratings has withdrawn its ratings for the following bonds due to pre-refunding activity: -- Florida Development Finance Corp. (Renaissance Charter School, Inc. Project) educational facilities revenue bonds, series 2011A (pre-refunded maturities only - 34061UAE8, 34061UAF5, 34061UAG3 and 34061UAH1); previous rating: 'B+'/Stable. The ratings were withdrawn because the bonds were pre-refunded. FLUOR CORP: Egan-Jones Cuts Senior Unsecured Ratings to BB ---------------------------------------------------------- Egan-Jones Ratings Company, on May 4, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Fluor Corporation to BB from BB+. Headquartered in Irving, Texas, Fluor Corporation provides oil and gas infrastructure construction services. FMC TECHNOLOGIES: Egan-Jones Cuts Senior Unsecured Ratings to BB- ----------------------------------------------------------------- Egan-Jones Ratings Company, on May 4, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by FMC Technologies, Inc. to BB- from BB. Headquartered in Houston, Texas, FMC Technologies, Inc. designs, manufactures, and services systems and products used in offshore, particularly deepwater, exploration, and production of crude oil and natural gas. FR BR HOLDINGS: Moody's Alters Outlook on B3 CFR to Negative ------------------------------------------------------------ Moody's Investors Service changed FR BR Holdings, L.L.C.'s rating outlook to negative from stable, and simultaneously affirmed the company's B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B3 senior secured term loan rating. "The negative outlook reflects the increasing credit risk of Blue Racer Midstream LLC (Blue Racer or BRM, B1 negative), the sole operating subsidiary of FR BR that is facing higher counterparty risks as well as the prospect of higher financial leverage and refinancing risk under challenging industry and economic conditions," said Sajjad Alam, Moody's Senior Analyst. "FR BR's ratings reflect the underlying credit strength of BRM as well as the structural subordination of FR BR's cash flow to the operating subsidiary." Affirmations: Issuer: FR BR Holdings, L.L.C. Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Senior Secured Term Loan, Affirmed B3 (LGD4) Outlook Actions: Issuer: FR BR Holdings, L.L.C. Outlook, Changed To Negative From Stable RATINGS RATIONALE FR BR has weak liquidity based on the inconsistent distribution history of Blue Racer and the absence of any revolving credit facility or a debt service reserve account at FR BR. Although the company received $33.3 million of distributions from BRM in February 2020, future distributions will be contingent on continued good execution of BRM in a challenged industry environment. If BRM's distributions are insufficient, FR BR's sponsor will need to inject equity to cover roughly $45 million of annual interest expense and 1% scheduled debt amortization. There is a 1.1x DSCR (debt service coverage ratio) covenant in the term loan agreement that Moody's believes the company will be able to maintain absent a sustained distribution suspension from Blue Racer, which it does not anticipate through 2021. The term loan matures on December 14, 2023. The rapid and widening spread of this highly contagious virus, deteriorating global economic outlook, exceptionally low commodity prices, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications on public health and safety. The combined credit effects of these developments are unprecedented. The midstream sector will be one of the sectors affected by the shock given its sensitivity to production volume and indirect exposure to oil, natural gas liquids and natural gas prices. While midstream companies may not see an immediate sharp decline in revenue due to their long-term contractual protection, FR BR will nevertheless remain vulnerable to the outbreak continuing to spread and oil and natural demand remaining weak. FR BR's B3 CFR reflects its high financial leverage, single asset concentration in the Utica and Marcellus Shale plays, a structurally subordinated position to Blue Racer's cash flow, joint control and non-operatorship of BRM, and limited liquidity. FR BR's leverage remains elevated above its prior expectations due to its decision to reinvest its distribution income into BRM in 2019 instead of amortizing its own debt balance. FR BR is fully exposed to the execution and financial risks associated with BRM's future growth initiatives and any potential volume challenges. FR BR's credit profile benefits from BRM's mostly fee-based revenue, integrated midstream business model, successful operating history since inception, and ability to generate a base level of cash flow capable of servicing FR BR's debt. The structural supports in the credit agreement such as the cash flow sweep, equity cure provision, and prohibition against the issuance of preferred or subordinated debt at BRM reduce the risk of default and limit the potential for additional layering of priority claim debt at BRM. The rating also considers the governance structure of BRM, including FR BR's equal Board representation enabling its joint and equal control of the decisions of BRM. FR BR's senior secured term loan is rated B3, the same level as the company's B3 CFR, because of the preponderance of a single class of debt in the capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS FR BR's ratings could be downgraded if distributions from Blue Racer are significantly reduced leading to a material increase in leverage or a substantial reduction in cash balance. A downgrade could also stem from a downgrade of Blue Racer's CFR, a downgrade of Blue Racer's senior unsecured note rating, or if Blue Racer issues any subordinated debt or preferred equity type instruments that have priority claim over FR BR's equity interest in Blue Racer. FR BR's ratings are unlikely to be upgraded absent an increase in Blue Racer's ratings or a significant reduction in leverage. For an upgrade, Moody's would also look for the consolidated debt/EBITDA to move below 6x. The principal methodology used in these ratings was Midstream Energy published in December 2018. FR BR is a Delaware incorporated limited liability company, which owns a 50% equity interest in Blue Racer Midstream, LLC -- an integrated and growing midstream company focused in the Utica and Marcellus Shale plays in eastern Ohio and West Virginia. FRE 355 INVESTMENT: Seeks to Hire Binder & Malter as Counsel ------------------------------------------------------------ FRE 355 Investment Group, LLC, has filed with the U.S. Bankruptcy Court for the Northern District of California an amended application seeking approval to hire Binder & Malter, LLP, as counsel to the Debtors. FRE 355 Investment requires Binder & Malter to: (a) assist the Debtor in protecting and preserving the interests of secured and unsecured creditors, maximizing the value of estate property, and administering that property throughout the case; (b) advise the Debtor of its powers and responsibilities under the Bankruptcy Code; (c) advise the Debtor generally as general bankruptcy counsel; (d) develop, through discussion with parties in interest, legal positions and strategies with respect to all facets of this case, including analyzing administrative and operational issues; (e) prepare motions, applications answers, orders, memoranda, reports, and papers in connection with representing the interests of the Debtor; (f) participate in the resolution of issues related to a plan of reorganization and the development, approval and implementation of such plan; and (g) render such other necessary advice and services that the Debtor may require in connection with this case. Binder & Malter will be paid at these hourly rates: Attorneys $275 to $525 Paralegals/Law Clerks $225 On July 24, 2019, the Debtor's Managing Member, Melvin Vaughn paid Binder & Malter the sum of $25,000 as a pre-petition retainer. The initial check for that retainer bounced however and was replaced by funds wired to Binder & Malter on August 6, 2019; (b) on July 31, 2019 the Debtor's Managing Member paid to Binder & Malter the sum of $84,027 as an additional retainer. Both payments were pre-petition unsecured loans by Mr. Vaughn to the Debtor and are evidenced by promissory notes. Said retainer funds totaling $109,027 were held in Binder & Malter's client retainer trust account. At the request of the Managing Member, Mr. Vaughn, Binder & Malter transferred funds to a client trust account for the benefit of the Debtor the sum of $41,141.67 on August 7, 2019. On that same day, Binder & Malter was instructed by the Managing Member and did pay that same amount in client trust funds to Platinum Loan Servicing, the secured creditor holding a first deed of trust against the Debtor's real property located at 10718 Mora Drive, Los Altos, California. Binder & Malter was instructed again on September 4, 2019 by the Managing Member to transfer an additional $40,000 of funds into a client trust account for the benefit of the Debtor. On September 4, 2019, the Managing Member instructed Binder & Malter to send a trust account check in the sum of $40,000 to the secured creditor, Platinum Loan Servicing. After deducting the payments transferred to the client trust account which funds were sent to the secured creditor, Binder & Malter held a balance of $27,885.33 from the Debtor as a retainer. Prior to the filing of this Chapter 11 Petition, the pre-petition retainer was applied to pre-petition fees and costs owing in the total sum of $27,885.33. Binder & Malter further received a payment on February 18, 2020 in the sum of $942.20 from the Managing Member which was applied to pre-petition fees and costs accrued. A further retainer (the "Post-Petition Retainer") in the sum of $50,000 was received as proceeds of an unsecured loan from the Managing Member, which was wired to Binder & Malter by the Debtor at approximately 9:59 a.m. on April 13, 2020. The sum of $12,851.63 was applied to pre-petition fees accrued leaving an initial retainer for this Chapter 11 case in the sum of $37,148.37. Binder & Malter will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael W. Malter, partner of Binder & Malter, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Binder & Malter can be reached at: Michael W. Malter, Esq. Robert G. Harris, Esq. Julie H. Rome-Banks, Esq. BINDER & MALTER, LLP 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 Fax: (408) 295-1531 E-mail: Michael@bindermalter.com Rob@bindermalter.com Julie@bindermatler.com About FRE 355 Investment Group FRE 355 Investment Group, LLC, is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). FRE 355 Investment Group filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-50628) on April 13, 2020. In the petition signed by Melvin Vaugh, managing member, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. Michael W. Malter, Esq. at BINDER & MALTER, LLP, is the Debtor's counsel. FREEDOM TRUCKING: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on May 12, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Freedom Trucking, LLC. About Freedom Trucking Freedom Trucking, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 20-02200) on April 10, 2020. At the time of the filing, Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. Judge Jeffrey J. Graham oversees the case. Robert D. Cheesebourough, Esq., is the Debtor's legal counsel. FRICTIONLESS WORLD: Unsecureds Could Get 100% in Plan ----------------------------------------------------- Frictionless World, LLC, filed a Chapter 11 Plan and a Disclosure Statement. The Plan generally provides for the continued operations of the Debtor while certain litigation is pursued. After Plan approval, a Plan Administrator will be appointed to oversee the Debtor's operations and the prosecution of the Debtor's Litigation Claims. The Debtor forecasts that it will have approximately $4.8 million in cash when the Plan goes effective. Of this amount, $3 million will be transferred to a Plan Reserve fund held by the Plan Administrator. Fees and costs incurred in connection with the Litigation Claims will be paid from this fund, unless alternative funding is obtained. The Reorganized Debtor will retain the remaining $1.8 million in an Operating Fund and continue to operate on a limited basis, subject to the Plan Administrator's oversight, while the Litigation Claims remain pending. Funds will be distributed to creditors based upon the estimation of the Arbitration Creditors' Claims and the outcome of the Litigation Claims. The Debtor estimates an initial distribution will be made in the third quarter of 2020 and a second distribution will be made in the third quarter of 2021. If the Arbitration Creditors' Claims are estimated in an amount less than $1,000,000, the Debtor estimates that all other holders of Allowed Unsecured Claims will be paid in full with interest upon confirmation of the Plan. The Debtor's assets consisted primarily of * cash: $4,524,000 * accounts receivable: $2,866,000 * inventory: $5,000,000 * unliquidated litigation claims: Unknown (est. $50,000,000) The remaining claims against the estate include a secured, setoff claim asserted by Mid- States Distributing, LLC in the amount of $198,900, the warehouse landlord Atlas Denver's Section 502(b)(6) claim for lease rejection damages in an amount not to exceed $400,000, a claim asserted by Mr. Banjo in the amount of $520,000 for unpaid prepetition rent of the Debtor's Boulder, Colorado facility, and several small trade payables that total less than $20,000. Holders of Allowed Unsecured Claims of Less than $15,000 in Class 2 are impaired, with a recovery under the Plan of 100%. The holders of Allowed Unsecured Claims in the amount of $15,000 or less shall receive the principal amount of their Allowed Unsecured Claims in full on or before the Effective Date. In a liquidation scenario, the class will have a recovery of 5% to 100% Allowed Unsecured Claim of More than $15,000 in Class 3 is impaired but with a recovery under the plan of 100 percent. Allowed Class 3 Claimants shall receive their pro-rata share of the Plan Reserve and, if applicable, either their pro-rata share of any net proceeds of the Litigation Claims or their pro-rata share of the liquidation of the Reorganized Debtor, until paid in full. Class 4 Insider Claims are impaired. Class 4 consists of the claim for unpaid rent in the amount of $520,000 held by Daniel Banjo, the owner of the Debtor. The Class 4 claim will not receive any distribution under the Plan. A full-text copy of the Disclosure Statement dated April 27, 2020, is available at https://tinyurl.com/ybh8mlzv from PacerMonitor.com at no charge. Counsel for the Debtor: David V. Wadsworth WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Telephone: (303)296-1999 Facsimile: (303) 296-7600 Email: dwadsworth@wgwc-law.com About Frictionless World Frictionless World, LLC -- https://www.frictionlessworld.com/ -- provides professional grade outdoor power equipment, replacement parts for tractors, hitches and agricultural implements, gate and fence equipment, lithium ion powered tools, and ice fishing equipment. It offers brands such as Dirty Hand Tools, RanchEx, Redback, Trophy Strike and Vinsetta Tools. Frictionless World sought Chapter 11 protection (Banks. D. Col. Case No. 19-18459) on Sept. 30, 2019. In the petition signed by CEO Daniel Banjo, the Debtor disclosed total assets of $14,600,503 and total liabilities of $17,364,542. The Hon. Michael E. Romero is the case judge. The Debtor tapped Wadsworth Garber Warner Conrardy P.C. as bankruptcy counsel; Thomas P. Howard, LLC as special counsel; r2 Advisors, LLC as financial advisor; and Three Twenty-One Capital Partners, LLC as investment banker. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 20, 2019. JW Infinity Consulting LLC, is the financial advisor to the Committee. G I REAL ESTATE: Hires Candace Rubin as Real Estate Broker ---------------------------------------------------------- G I Real Estate, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Candace Rubin Real Estate, as real estate broker to the Debtor. G I Real Estate requires Candace Rubin to market and sell the Debtor's real property consisting of a 15,184 square foot building shell located at 201 Adriatic Pkwy., McKinney, Texas 75072. Candace Rubin will be paid a commission of 6% of the sales price. Candace Rubin, broker at Candace Rubin Real Estate, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Candace Rubin can be reached at: Candace Rubin CANDACE RUBIN REAL ESTATE 5850 Maple Avenue, 2nd Floor Dallas, TX 75235 Tel: (214) 522-8811 Fax: (214) 522-9695 About G I Real Estate G I Real Estate, LLC, is engaged in renting and leasing real estate properties. G I Real Estate, LLC, based in McKinney, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 20-41106) on May 4, 2020. The petition was signed by Ahmad Fawad Ghafoori, sole member of G Imperium, LLC, the sole member of the Debtor. In its petition, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Brenda T. Rhoades oversees the case. Richard W. Ward, Esq., serves as bankruptcy counsel to the Debtor. G I REAL ESTATE: Seeks to Hire Richard W. Ward as Counsel --------------------------------------------------------- G I Real Estate, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Richard W. Ward, as real estate broker to the Debtor. G I Real Estate requires Richard W. Ward to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Richard W. Ward will be paid at the hourly rate of $400. From April 29, 2020, through the Petition Date, Richard W. Ward performed 12 hours services for the Debtor. Richard W. Ward was paid for these services before the filing of the bankruptcy case from $25,000 transferred to Richard W. Ward on May 1, 2020. The balance of the $25,000, after also deducting the fee to file the voluntary petition, is held by Richard W. Ward as a retainer. After payment for prepetition services, the retainer that Richard W. Ward holds for services rendered in the bankruptcy case is $18,483.00. Additionally, the Debtor paid Richard W. Ward $1,717 as reimbursement for the fee to file the voluntary petition. Richard W. Ward will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard W. Ward, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Richard W. Ward can be reached at: Richard W. Ward, Esq. 6860 N. Dallas, Pkwy. Ste. 200 Plano, TX 75024 Tel: (214) 769-8639 E-mail: rwward@airmail.net About G I Real Estate G I Real Estate, LLC, is engaged in renting and leasing real estate properties. G I Real Estate, LLC, based in McKinney, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 20-41106) on May 4, 2020. The petition was signed by Ahmad Fawad Ghafoori, sole member of G Imperium, LLC, the sole member of the Debtor. In its petition, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Brenda T. Rhoades oversees the case. Richard W. Ward, Esq., serves as bankruptcy counsel. GALILEO LEARNING: Hires Stretto as Claims and Noticing Agent ------------------------------------------------------------ Galileo Learning, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of California to employ Stretto, as claims and noticing agent to the Debtors. Galileo Learning requires Stretto to: (a) assist the Debtor with the preparation and distribution of all required notices and documents in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtor and/or the Court, including: (i) notice of any claims bar date, (ii) notice of any proposed sale of the Debtor's assets, (iii) notices of objections to claims and objections to transfers of claims, (iv) notices of any hearings on a disclosure statement and confirmation of any plan of reorganization, including under Bankruptcy Rule 3017(d), (v) notice of the effective date of any plan, and (vi) all other notices, orders, pleadings, publications and other documents as the Debtor, Court, or Clerk may deem necessary or appropriate for an orderly administration of this chapter 11 case; (b) maintain an official copy of the Debtor's schedules of assets and liabilities and statements of financial affairs (collectively, the "Schedules"), listing the Debtor's known creditors and the amounts owed thereto; (c) maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party-in-interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven days of service which includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; (g) receive and process all proofs of claim received, including those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim in a secure area; (h) provide an electronic interface for filing proofs of claim; (i) maintain the official claims register (the "Claims Register") on behalf of the Clerk; upon the Clerk's request, provide the Clerk with a certified, duplicate unofficial Claims Register; and specify in the Claims Register the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the address for payment, if different from the notice address; (v) the amount asserted, (vi) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), and (vii) any disposition of the claim; (j) provide public access to the Claims Registers, including complete proofs of claim with attachments, if any, without charge; (k) implement necessary security measures to ensure the completeness and integrity of the Claims Register and the safekeeping of the original claims; (l) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (m) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Stretto, not less than weekly; (n) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's review (upon the Clerk's request); (o) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; (p) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (q) assist in the dissemination of information to the public and respond to requests for administrative information regarding this chapter 11 case as directed by the Debtor or the Court, including through the use of a case website and/or call center; (r) if this chapter 11 case is converted to a case under chapter 7 of the Bankruptcy Code, contact the Clerk's office within three (3) days of notice to Stretto of entry of the order converting the case; (s) thirty (30) days prior to the close of this chapter 11 case, to the extent practicable, request that the Debtor submit to the Court a proposed order dismissing Stretto as claims, noticing, and solicitation agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of this chapter 11 case; (t) within seven (7) days of notice to Stretto of entry of an order closing this chapter 11 case, provide to the Court the final version of the Claims Register as of the date immediately before the close of the case; (u) at the close of the Cases, boxing and transporting all original documents, in proper format, as provided by the Clerk's office, to (i) the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee's Summit, Missouri 64064 or (ii) any other location requested by the Clerk's Office; Stretto will be paid at these hourly rates: Director of Solicitation $210 Solicitation Associate $190 COO and Executive VP No charge Director $175-$210 Associate/Senior Associate $65-$165 Analyst $30-$50 Prior to the Petition Date, the Debtors provided Stretto an advance in the amount of $30,000. Stretto will also be reimbursed for reasonable out-of-pocket expenses incurred. Sheryl Betance, managing director of corporate restructuring of Stretto, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Stretto can be reached at: Sheryl Betance STRETTO 410 Exchange, Ste. 100 Irvine, CA 92602 Tel: (714) 716-1872 E-mail: sheryl.betance@stretto.com About Galileo Learning Galileo Learning, LLC, is in the business of operating innovative and educational summer camps for pre-kindergarteners through tenth graders. In its 18 years of operation, it has invested more than $10 million in the development of more than 2,500 hours of unique curriculum offerings. Galileo Learning Franchising LLC is a "wholly-owned subsidiary" of Galileo. Galileo Learning, LLC, and Galilo Learning Franchising sought Chapter 11 protection (Bankr. N.D. Cal. Lead Case No. 20-40857) on May 6, 2020. The petitions were signed by Glen Tripp, chief executive officer of Galileo Learning, LLC and sole member of Galileo Learning Franchising. Galileo Learning, LLC's estimated assets and liabilities of $10 million to $50 million; Galileo Learning Franchising LLC's estimated assets of $1 million to $10 million and estimated liabilities of $0 to $50,000. The Hon. William J Lafferty oversees the case. HANSON BRIDGETT LLP, serves as bankruptcy counsel to the Debtors. STRETTO is the claims and noticing agent. GALVESTON BAY PROPERTIES: May Obtain Insurance Premium Financing ---------------------------------------------------------------- Judge Eduardo V. Rodriguez authorized Galveston Bay Properties, LLC and Galveston Bay Operating Company, LLC, to enter into a commercial insurance premium finance agreement with Capital Premium Financing, Inc., to purchase commercial insurance policies for general liability, excess liability, and equipment. CPF will provide the Debtors with financing in the amount of $321,673.36 to purchase the commercial policies, for which the Debtors will pay CPF the sum of $37,017.72 in nine monthly installments. A down payment of $112,224.45 is due under the premium financing agreement upon entry of the interim order. To secure the Debtors' performance under the agreement, CPF is granted liens upon the unearned premiums of the financed commercial policies. The commercial policies are required to maintain Debtor GBOC's status as an operator with the Texas Railroad Commission and to remain in compliance with the U.S. Trustee's guidelines for debtors-in-possession. About Galveston Bay Properties Galveston Bay Properties is a privately held company that operates in the oil and gas extraction business. Its principal assets include oil and gas leases in Chambers and Galveston Counties, Texas. Galveston Bay Properties, LLC, and affiliate Galveston Bay Operating Company LLC sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-36075) on Nov. 1, 2019 in Houston, Texas. As of the Petition Date, each of the Debtors was estimated to have $1 million to $10 million in assets and liabilities. Judge Eduardo V. Rodriguez is the presiding judge. KELL C. MERCER, P.C., and OKIN ADAMS, LLC serve as the Debtors' bankruptcy counsel. GAVILAN RESOURCES: Case Summary & 9 Unsecured Creditors ------------------------------------------------------- Lead Debtor: Gavilan Resources, LLC 920 Memorial City Way Suite 1400 Houston, TX 77024 Business Description: Formed in 2017, Gavilan -- https://www.gavilanresources.com -- is a private company in the business of acquiring, developing, and producing oil and natural gas assets in the Eagle Ford shale play in south Texas. Chapter 11 Petition Date: May 15, 2020 Court: United States Bankruptcy Court Southern District of Texas Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Gavilan Resources, LLC (Lead Case) 20-32656 Gavilan Resources Holdings, LLC 20-32657 Gavilan Resources HoldCo, LLC 20-32658 Gavilan Resources Management Services, LLC 20-32659 Judge: Hon. Marvin Isgur Debtors' Attorneys: Alfredo R. Perez, Esq. Brenda L. Funk, Esq. WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Tel: (713) 546-5000 Fax: (713) 224-9511 Email: Alfredo.Perez@weil.com Brenda.Funk@weil.com - and - Ray C. Schrock, P.C. Garrett A. Fail, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: Ray.Schrock@weil.com Garrett.Fail@weil.com Debtors' Co-Counsel: VINSON & ELKINS, LLP 2001 Ross Avenue, Suite 3900 Dallas, Texas 75201 Debtors' Investment Banker: LAZARD FRERES & CO. LLC 30 Rockefeller Plaza New York, New York 10112 Debtors' Restructuring Advisor: HURON CONSULTING SERVICES LLC 1166 Avenue of the Americas, Suite 300 New York, New York 10036 Debtors' Claims & Noticing Agent: EPIQ CORPORATE RESTRUCTURING, LLC 777 Third Avenue, 12th Floor New York, New York 10017 https://dm.epiq11.com/case/gav/dockets Estimated Assets (on a consolidated basis): $1 billion to $10 billion Estimated Liabilities (on a consolidated basis): $500 million to $1 billion The petitions were signed by David Roberts, Jr., chief executive officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://is.gd/NHp35A https://is.gd/lD2PoA https://is.gd/qDeOcD https://is.gd/llr80H List of Debtors' Nine Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. SN EF Maverick LLC Trade Debt $10,026,014 1000 Main St Ste 3000 Houston, TX 77002 Contact: Cameron W. George, CFO Tel: (713) 783-8000 Email: mcavenaugh@jw.com 2. WGR Operating LP Trade Debt $4,932,907 1201 Lake Robbins Dr The Woodlands, TX 77380 Contact: Michael P. Ure, CEO Tel: (832) 636-6000 Fax: (832) 636-0547 Email: michael_ure@oxy.com 3. Venado EF LP Trade Debt $81,314 13301 Galleria Circle 300 Austin, TX 78738 Contact: Scott Garrick, CEO Tel: (512) 518-2900 Fax: (512) 518-2910 Email: owner.relations@vogllc.com 4. Mitsui E&P Texas LP Trade Debt $43,246 1300 Post Oak Blvd Suite 1800 Houston, TX 77056 Contact: Kazuhiko Gomi Tel: (713) 960-0023 Email: k.gomi@mitsui.com 5. Core Geologic LLC Trade Debt $34,950 1600 Broadway Suite 1480 Denver, CO 80202 Contact: Daniel Lowrie, Vice President Tel: (832) 776-3768 Email: dloweie@corelogic.com 6. Drilling Info. Inc. Trade Debt $15,990 3333 Lee Parkway Dallas, TX 75219 Contact: Allen Gilmer Email: info@drillinginfo.com 7. Environmental Systems Trade Debt $4,871 Research Institute Inc. 380 New York Street Redlands, CA 92373 Contact: Jack Dangermond Fax: (909) 793-5953 8. Silverland Services Inc. Trade Debt $104 2827 Barker Cypress Rd Houston, TX 77084 Contact: Mark Llloyd Tel: 713-722-0336 Fax: (713) 722-8160 Email: mlloyd@silversandservices.com 9. NYSE Market (DE), Inc. Trade Debt $72 11 Wall St. FL 6 New York, NY 10005-1905 Contact: Asha Shah, Director Tel: 212-656-3000 Email: asha.shah@theice GDS TRANSPORT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: GDS Transport, LLC 1722 Minters Chapel Road Suite 100 Grapevine, TX 76051 Business Description: GDS Transport -- https://logisticorpgroup.com -- is part of Logisticorp Group -- a full-service logistics, transportation, supply chain and fleet services company servicing customers globally. It serves as an end-to- end deployment partner delivering core supply chain services and warehouse management services. Chapter 11 Petition Date: May 15, 2020 Court: United States Bankruptcy Court Northern District of Texas Case No.: 20-41765 Judge: Hon. Mark X. Mullin Debtor's Counsel: Corey W. Haugland, Esq. JAMES & HAUGHLAND P.C. 609 Montana Avenue El Paso, TX 79902 Tel: (915) 532-3911 E-mail: chaugland@lghpc.com Total Assets: $4,685,801 Total Liabilities: $3,837,395 The petition was signed by Thomas Thacker, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/6AGxfn GLENN POOL OIL: S&P Cuts Senior Secured Notes Rating to 'B- (sf)' ----------------------------------------------------------------- S&P Global Ratings lowered its rating on Glenn Pool Oil & Gas Trust II's (Glenn Trust II's) senior secured notes to 'B- (sf)' from 'B (sf)' and placed it on CreditWatch with negative implications. Glenn Trust II is a volumetric production payment transaction backed by the overriding royalty interest in the production of gas, oil, and natural gas liquids from Chesapeake Exploration LLC's (CELLC's) portfolio of wells located in Oklahoma. Since Glenn Trust I paid off as scheduled in May 2016, Glenn Trust II has been entitled to the full production amount, which will continue until August 2021. The transaction benefits from commodity hedges provided by Barclays Bank PLC to mitigate price volatility risk. The transaction has a mortgage that provides a security interest over the complete working interest that CELLC, the operator and off-taker, has in the wells. The rating action on Glenn Trust II's senior secured notes reflects S&P's view of: -- The continuing low average coverage ratio commensurate with the 'B- (sf)' rating level; -- S&P Global Ratings' recent downgrade of CELLC's ultimate parent, Chesapeake Energy Corp., to 'CC' from 'CCC-' based on its belief the company will undergo a bankruptcy or capital structuring within the next few months; and -- The unavailability of updated oil and gas reserve and production projections for the remaining life of the Glenn Trust II transaction, reflecting how the wells are actually operating. The transaction's gas production coverage ratio remains weak. The coverage ratio is a measurement of excess production or cushion to the transaction (actual production divided by scheduled delivery in each month). The recent February gas coverage ratio was approximately 0.97x and the trailing 12-month average gas coverage ratio was 1.10x as of the February production month. The long-term average coverage trend has remained weak, exacerbated by the stressed energy market that further constrains the economics surrounding future oil and gas production that the transaction depends on for debt service. Though the production coverage ratio is not significantly weaker than when S&P last affirmed the note rating in June 2019, the combination of the operator's weakened financial condition, less time until legal final maturity, and the stressed environment for oil and gas producers increases the notes' risk, in the rating agency's view. "We believe the likely near-term bankruptcy of CELLC's ultimate parent, Chesapeake Energy Corp, increases the risk that CELLC could significantly curtail production, such as by shutting certain wells. Diminished production increases the risk that the notes will not receive timely interest or ultimate principal payment. The transaction does not have any liquidity reserve to cover interest shortfalls and has only until the August 2021 legal final maturity of the notes to catch up on any scheduled principal shortfalls," S&P said. "We will continue to review whether the rating currently assigned to the transaction remains consistent with the credit enhancement available to support the rating, and we will take further rating actions as we deem necessary," the rating agency said. GOODYEAR TIRE: Moody's Confirms B1 CFR, Outlook Negative -------------------------------------------------------- Moody's Investors Service confirmed the ratings of The Goodyear Tire & Rubber Company including the corporate family and Probability of Default ratings at B1 and B1-PD, respectively; Goodyear's senior secured second-lien term loan at Ba2; senior unsecured guaranteed notes at B2; senior unsecured unguaranteed notes at B3; and Goodyear Europe B.V.'s senior unsecured guaranteed notes at Ba3. Moody's also assigned a B2 rating to Goodyear's new $600 million senior unsecured note. The Speculative Grade Liquidity Rating remains SGL-3. The rating outlook is negative. This action concludes the review for downgrade initiated on March 25, 2020. Goodyear recently announced the issuance of $600 million in senior unsecured notes which will rank pari passu with Goodyear's existing senior unsecured guaranteed notes. The net proceeds of the notes will be used for general corporate purposes, enhance liquidity, and provide liquidity to repay Goodyear's $282 million of 8.75% Notes due in August 2020. Ratings Confirmed: Issuer: Goodyear Tire & Rubber Company (The) Corporate Family Rating, at B1; Probability of Default Rating, at B1-PD; Senior Secured Bank Credit Facility, at Ba2 (LGD2); Gtd Senior Unsecured Regular Bond/Debenture, at B2 (LGD4); Senior Unsecured Regular Bond/Debenture, at B3 (LGD6); Issuer: Goodyear Europe B.V. Senior Unsecured Regular Bond/Debenture, at Ba3 (LGD3); Rating Assigned: Issuer: Goodyear Tire & Rubber Company (The) New Gtd Senior Unsecured Regular Bond/Debenture, at B2 (LGD4) Outlook Actions: Issuer: Goodyear Europe B.V. Outlook, Changed To Negative from Rating Under Review Issuer: Goodyear Tire & Rubber Company (The) Outlook, Changed To Negative from Rating Under Review RATINGS RATIONALE Goodyear's B1 CFR reflects Moody's view that the company's credit metrics will materially weaken over the coming quarters from what had already been relatively high leverage with Debt/EBITDA at 5.6x at March 31, 2020. Goodyear's operations are expected to have a significant negative free cash flow in the current quarter as a result of previously announced temporary shutdowns of the company's US and European manufacturing operations. Goodyear's manufacturing operations in these regions are expected to gradually resume over the coming weeks. Moody's now expects Goodyear to generate negative free cash flow in the $400 million to $450 million range over the next 4 quarters, with the highest cash burn in the second quarter of 2020 due to the gradual recovery of manufacturing operations in the US and Europe along with softening demand. Nonetheless, with recovering demand through the second half of 2020 and into 2021 and low raw material input costs, Goodyear is expected to be on a path to restoring stronger profitability in 2021. The new notes offering will support Goodyear's liquidity and operating flexibility during this timeframe. Moody's continues to expect seasonally higher second half 2020 free cash flow generation, and currently low raw material costs should improve the company's cash flow profile into the first quarter of 2021. In addition, announced cost reduction actions should also support the conservation of the company's cash levels and profitability into 2021. Yet, the pace of improvement in consumer demand remains a risk as social distancing policies and consumer concerns over coronavirus contagion continue over the intermediate-term. Revenue recovery is a risk as about three-fourths of Goodyear's volume is in the tire aftermarket, and consumers have some discretion about when and the type of tires that are replaced The negative outlook reflects the uncertain pace of improving consumer demand, risks around the pace of the resumption and the efficiencies of manufacturing operations for Goodyear's OEM customers, and the risk of a second wave of increasing coronavirus infection rates as the US and Europe regions begin opening up their economies. Goodyear's Speculative Grade Liquidity Rating of SGL-3 incorporates Moody's expectation of sizeable availability under the company's credit facilities, and cash balances of $971 million as of March 31, 2020. Cash balances will be further bolstered from the proceeds of the announced bond offering, which will provide additional operating flexibility through 2020. Goodyear has ample liquidity to repay the August 2020 $282 million 8.75% note at maturity. As of March 31, 2020, the $2.0 billion ABL revolving credit facility had $420 million of borrowings and $17 million of letters of credit resulting in about $1.4 billion of availability after considering the borrowing base and pro forma for the ABL refinancing in April. The facility matures in April 2025. Goodyear's Euro 800 million revolving credit facility had $66 million of borrowing as of March 31, 2020 and the pan-European accounts receivable securitization facility was fully utilized at $166 million. The covenant test under the $2.0 billion ABL revolver is a coverage ratio which comes into effect only when availability, plus cash balances of the parent and guarantor subsidiaries under the facility, declines below $200 million, which is unlikely to occur in the near-term. Important to Goodyear's liquidity profile is its ability to factor receivables. At March 31, 2020 the gross number of receivables sold was $460 million. Moody's considers this a potential funding risk if markets are not available to enter into further factoring arrangements. The Ba2 rating on the secured second-lien term loan reflects the guarantees from Goodyear's material domestic subsidiaries, as well as a second claim the certain of Goodyear's North American assets (receivables, inventory, trademarks and some shareholdings) after the first lien asset backed revolver. Goodyear Europe B.V.'s Ba3 unsecured rating reflects the benefit of guarantees from Goodyear's material North American subsidiaries, in addition to the structural seniority of the issuer. There is a one-notch override down from the Loss Given Default model outcome, to consider the size and potential usage of the secured revolving credit facility at that entity. Goodyear's senior unsecured notes that are guaranteed are rated B2, while the notes without a guarantee are rated B3. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A higher rating over the near term is unlikely. Over the long-term, a higher rating could result from sustained improving demand which supports widening profit margins and debt reduction. A higher rating could result from EBITA/interest approaching 3.0x, and debt/EBITDA approaching 3.0x. A lower rating could result if the prospects for recovering industry conditions by year-end 2021 diminish or from increasing raw material costs which are not offset by improved product mix, pricing, or restructuring actions. EBITA margins expected to be maintained below 3% through year-end 2021, prospects for positive free cash flow insufficient to reduce debt/EBITDA below 6x, or EBITA/Interest above 2x by year-end 2021 could also result in a downgrade. Ratings pressure could also arise from a meaningful decline in the liquidity profile. Goodyear's role in the automotive industry exposes the company to material environmental risks arising from increasing regulations on carbon emissions. As automotive manufacturers seek to introduce more electrified powertrains, traditional ICEs will become a smaller portion of the car park. Goodyear's products are generally agnostic to vehicle powertrain. Yet, vehicle electrification provides the opportunity to offer additional products to improve ride and fuel economy. The principal methodology used in these ratings was the Automotive Supplier Methodology published in January 2020. The Goodyear Tire & Rubber Company, based in Akron, OH, is one of the world's largest tire companies with 46 manufacturing facilities in 21 countries around the world. Revenues for the LTM period ending March 31, 2020 were approximately $14.2 billion. H.R.H.C.C. INC: Seeks Court Approval to Hire Accountant ------------------------------------------------------- H.R.H.C.C., Inc., d/b/a H.R.H. Carriage Company, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ John M. Carr, CPA, as its accountant. The Debtor requires John M. Carr to to prepare the Federal Income Tax Returns and other returns and reports as the case may be, including, but not limited to, monthly operating reports. In addition, the accountant will provide expert testimony and expert opinions in Adversary Proceeding No. 19-5070. The accountant will be compensated at the rate of a flat fee of $250 per monthly operating report, $975 for preparation of the Form 1120 Federal Income Tax Retyn for the year 2019; $2,800 for the complete analysis for 2019 regarding bank reconciliation and data entry; and a corporate determination analysis of $750 to be conduted by John M. Carr, CPA, to investigate the accuracy of the Debtor's Employer Identification NUmber and good standing status with the Texas Secretary of State. John M. Carr, CPA, assured the Court that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. John M. Carr can be reached at: John M. Carr P.O. Box 780637 San Antonio, TX 78278 Tel: (210) 694-7884 Fax: (210) 694-0164 E-mail: john@ggoc.com About H.R.H.C.C., Inc. d/b/a H.R.H. Carriage Company H.R.H.C.C., Inc., doing business as H.R.H. Carriage Company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-52673) on Nov. 6, 2019, disclosing assets of less than $50,000 and debts under $500,000. Judge Ronald B. King is assigned to the case. The Debtor tapped James Samuel Wilkins, Esq., at Willis & Wilkins, LLP, as its legal counsel. HELIX TCS: Incurs $3.07 Million Net Loss in First Quarter --------------------------------------------------------- Helix TCS, Inc., reported a net loss of $3.07 million on $4.55 million of total revenues for the three months ended March 31, 2020, compared to a net loss of $10.84 million on $3.37 million of total revenues for the three months ended March 31, 2019. As of March 31, 2020, the Company had $71.25 million in total assets, $7.88 million in total liabilities, and $63.37 million in total shareholders' equity. The Company believes that there is substantial doubt about its ability to continue as a going concern. The Company believes that its available cash balance as of May 15, 2020 will not be sufficient to fund its anticipated level of operations for at least the next 12 months. The Company believes that its ability to continue operations depends on its ability to sustain and grow revenue and results of operations as well as its ability to access capital markets when necessary to accomplish the Company's strategic objectives. The Company believes that it will continue to incur losses for the immediate future. The Company expects to finance future cash needs from its results of operations and, depending on the results of operations, the Company may need additional equity or debt financing until it can achieve profitability and positive cash flows from operating activities, if ever. At March 31, 2020, the Company had a working capital deficit of $2,733,226, as compared to a working capital deficit of $3,416,501 at Dec. 31, 2019. The decrease of $683,275 in the Company's working capital deficit from Dec. 31, 2019 to March 31, 2020 was primarily the result of a decrease in accounts payable and accrued expenses, a non-cash decrease in the fair market value of the Company's convertible notes payable, net of discount – related party and a non-cash decrease in warrant liability, partially offset by an increase in notes payable and financing arrangements, current portion. The Company's future capital requirements for its operations will depend on many factors, including the profitability of its businesses, the number and cash requirements of other acquisition candidates that the Company pursues, and the costs of operations. The Company has been investing in expanding its operation in new states, its security service in Colorado and California, and upgrading the capabilities of BioTrackTHC. The Company's management has taken several actions to ensure that it will have sufficient liquidity to meet its obligations for the next twelve months, including growing and diversifying its revenue streams, selectively reducing expenses, and considering additional funding. Additionally, if the Company's actual revenues are less than forecasted, the Company anticipates that variable expenses will also decline, and the Company's management can implement expense reduction as necessary. The Company is evaluating other measures to further improve its liquidity, including the sale of equity or debt securities. Lastly, the Company may elect to reduce certain related-party and third-party debt by converting such debt into common shares. The Company's management believes that these actions will enable the Company to meet its liquidity requirements for the next twelve months. There is no assurance that the Company will be successful in any capital-raising efforts that it may undertake to fund operations during 2020 and beyond. Helix said, "The Company plans to generate positive cash flow from its Colorado and California security operations and BioTrackTHC to address some of the liquidity concerns. However, to execute the Company's business plan, service existing indebtedness and implement its business strategy, the Company anticipates that it will need to obtain additional financing from time to time and may choose to raise additional funds through public or private equity or debt financings, borrowings from affiliates or other arrangements. The Company cannot be sure that any additional funding, if needed, will be available on terms favorable to the Company or at all. Furthermore, any additional capital raised through the sale of equity or equity-linked securities may dilute the Company's current stockholders' ownership and could also result in a decrease in the market price of the Company's common stock. The terms of those securities issued by the Company in future capital transactions may be more favorable to new investors and may include the issuance of warrants or other derivative securities, which may have a further dilutive effect. The Company also may be required to recognize non-cash expenses in connection with certain securities it issues, such as convertible notes and warrants, which may adversely impact the Company’s operating results and financial condition. Furthermore, any debt financing, if available, may subject the Company to restrictive covenants and significant interest costs. There can be no assurance that the Company will be able to raise additional capital, when needed, to continue operations in their current form." A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/TcTW1B About Helix TCS Helix TCS, Inc. (OTCQB: HLIX) -- http://www.helixtcs.com/-- is a provider of critical infrastructure services, helping owners and operators of licensed cannabis businesses stay competitive and compliant while mitigating risk. Through its proprietary technology suite and security services, Helix TCS provides comprehensive supply chain management, compliance tools, and asset protection for any license type in any regulated cannabis market. Helix reported a net attributable to common shareholders of $9.68 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common shareholders of $30.15 million for the year ended Dec. 31, 2018. BF Borgers CPA PC, in Lakewood, CO, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. HERC HOLDINGS: Egan-Jones Cuts Senior Unsecured Ratings to D ------------------------------------------------------------ Egan-Jones Ratings Company, on May 5, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Herc holdings, Inc. to D from CC. Headquartered in Bonita Springs, Florida, Herc Holdings, Inc. operates as a holding company. HORIZON GLOBAL: Director David Roberts Won't Stand for Reelection ----------------------------------------------------------------- David A. Roberts, a current member of the Board of Directors of Horizon Global Corporation, with a term expiring at the Company's 2020 Annual Stockholder Meeting, notified the Company he will not stand for re-election at the 2020 Annual Meeting. Mr. Roberts currently serves as chair on the Board's Compensation Committee, and his service in this role will also end effective as of the 2020 Annual Meeting. The Company said Mr. Roberts' retirement from the Board did not result from a disagreement with the Company. The Board expressed its thanks to Mr. Roberts for his service to the Board, and decreased the size of the Board from nine to eight members, effective as of the 2020 Annual Meeting. About Horizon Global Horizon Global -- http://www.horizonglobal.com/-- is a designer, manufacturer, and distributor of a wide variety of custom-engineered towing, trailering, cargo management and other related accessory products in North America, Australia and Europe. The Company serves OEMs, retailers, dealer networks and the end consumer. As of Dec. 31, 2019, the Company had $421.04 million in total assets, $412.44 million in total liabilities, and $8.60 million in total shareholders' equity. * * * As reported by the TCR on Dec. 16, 2019, S&P Global Ratings affirmed the 'CCC' issuer credit rating on Horizon Global Corp. and revised the outlook to negative from developing. The outlook revision to negative reflects S&P's view that despite recent debt reduction and temporary improvement in liquidity, Horizon's credit metrics and liquidity remain quite weak and could worsen as the rating agency expects the company to generate negative free flow. As reported by the TCR on June 18, 2019, Moody's Investors Service downgraded Horizon Global Corporation's Corporate Family Rating to C from Caa3. The downgrade reflects Moody's expectations that modest earnings improvement will not be sufficient to reduce leverage to a sustainable level and that the sale of the Asia-Pacific segment will, while reducing secured leverage, increase total leverage and create greater reliance on a quick turnaround in the more weakly performing U.S. and European operations to diminish restructuring risk. HUDSON TECHNOLOGIES: Incurs $2.88 Million Net Loss in 1st Quarter ----------------------------------------------------------------- Hudson Technologies, Inc., reported a net loss of $2.88 million on $36.35 million of revenues for the three months ended March 31, 2020, compared to a net loss of $4.04 million on $34.66 million of revenues for the three months ended March 31, 2019. As of March 31, 2020, the Company had $187.73 million in total assets, $145.38 million in total liabilities, and $42.35 million in total stockholders' equity. Hudson Technologies stated, "While it is difficult to predict the full scale of the impact of the COVID-19 outbreak and business disruption, the Company has been taking actions to address the impact of the pandemic, such as working closely with our clients, reducing our expenses and monitoring liquidity. The impact of the pandemic and the corresponding actions were reflected into our judgments, assumptions and estimates to prepare the financial statements. As of the date of this filing, there has been no material impact on our ability to procure or distribute our products and services. However, if the duration of the COVID-19 pandemic is longer and the operational impact is greater than estimated, the judgments, assumptions and estimates will be updated and could result in different results in the future." A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/FwBToJ About Hudson Technologies Headquartered in Pearl River, New York, Hudson Technologies, Inc. -- http://www.hudsontech.com/-- is a refrigerant services company providing innovative solutions to recurring problems within the refrigeration industry. The Company's products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems, and include refrigerant and industrial gas sales, refrigerant management services consisting primarily of reclamation of refrigerants and RefrigerantSide Services performed at a customer's site, consisting of system decontamination to remove moisture, oils and other contaminants. Hudson Technologies reported a net loss of $25.94 million for the year ended Dec. 31, 2019, compared to a net loss of $55.66 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $180.15 million in total assets, $135.04 million in total liabilities, and $45.11 million in total stockholders' equity. Hudson Technologies received on April 17, 2020, a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that, due to recent market turmoil, Nasdaq has filed a rule change tolling the compliance period for bid price requirements through June 30, 2020. As a result, the requirement of the Company to regain compliance with a minimum bid price of at least $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), has been extended from July 27, 2020 to Oct. 12, 2020. HUSKY ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to B+ -------------------------------------------------------------- Egan-Jones Ratings Company, on May 4, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Husky Energy Inc. to B+ from BB-. Headquartered in Calgary, Canada, Husky Energy Inc. is involved in the exploration, development, and production of crude oil and natural gas in Canada and in international areas. HYPERBLOCK INC: Files Assignment in Bankruptcy Under BIA -------------------------------------------------------- HyperBlock Inc. confirmed that the Company has filed an "Assignment in Bankruptcy" under the Bankruptcy and Insolvency Act (Canada). The Company is no longer able to meet its financial obligations and has appointed Crowe Soberman Inc. as its Licensed Insolvency Trustee to seek settlement with its creditors. The Company confirms the Trustee may be permitted to act pursuant to Directives 12R and realize on estate assets; and that the Trustee may receive fees and disbursements that will be considered a super priority claim. The Trustee may act as Receiver, Agent or consultant, or in any capacity to any of the Company's secured creditors or to any creditor whose appointment of the Trustee to assist them that the Trustee would be considered as a "Receiver" as defined under Part XI of the Bankruptcy and Insolvency Act. At the advice of the Trustee, independent Directors Ronald R. Spoehel and Bryan Reyhani have resigned from the Company's Board effective immediately. About HyperBlock Inc. HyperBlock (CSE: HYPR) is a crypto-asset enterprise operating a North American cryptocurrency datacenter and providing complementary product offerings, which include cryptocurrency mining, Mining-as-a-Service (MAAS), server hosting, and server hardware sales, depending on market conditions. INMAR INC: Moody's Cuts CFR to B3 & PDR to B3-PD, Outlook Stable ---------------------------------------------------------------- Moody's Investors Service downgraded Inmar, Inc.'s ratings, including its corporate family rating to B3 from B2 and probability of default rating to B3-PD from B2-PD. At the same time, Moody's downgraded the instrument ratings on the company's first lien and second lien senior secured credit facilities to B2 from B1 and to Caa2 from Caa1, respectively. The outlook is stable. "The downgrade of Inmar's ratings reflects Moody's view that leverage will remain elevated above its previous downgrade indicator of 6 times through 2021 and that liquidity provisions have weakened since the outlook was changed to negative in January 2020," said Moody's analyst Andrew MacDonald. "The stable outlook reflects that the negative impact of the coronavirus pandemic on Inmar's business, particularly promotion services, will be limited to the first half of 2020 and that current cash levels will be maintained despite the near-term negative impact on revenue 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. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Its action reflects the impact on Inmar of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. Downgrades: Issuer: Inmar, Inc. Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B3 from B2 Senior Secured First Lien Bank Credit Facility, Downgraded to B2 from B1 (LGD3) Senior Secured Second Lien Bank Credit Facility, Downgraded to Caa2 from Caa1 (LGD6) Outlook Actions: Issuer: Inmar, Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE Inmar's B3 CFR reflects its high financial leverage (Moody's adjusted debt-to-EBITDA) of approximately 8.4x for the year ended 29 December 2019 including capitalized software costs that is largely due to an acquisition growth strategy that relies heavily on borrowings. Moody's expects the coronavirus outbreak will drive leverage modestly higher in 2020, but that the company is somewhat insulated as a clearinghouse for essential grocery, pharmaceutical, supply chain logistics, and other retail businesses. Longer term, Moody's expects business to stabilize in the second half of 2020 as supply chains normalize. Inmar's liquidity is currently viewed as adequate with approximately $50 million of cash as of May 2020 after having fully drawn its $75 million revolving credit facility in early 2020. The company must comply with a springing first lien net leverage ratio test of 5.785x (currently at 5.1x at 4Q19) that could necessitate the needs for covenant relief if earnings erode longer than expected. The revolving credit facility matures May 2022, but the company has no other material near term maturities. As an intermediary with access to large amounts of private consumer and business transaction data, Inmar has moderate exposure to social risk. Moody's considers financial strategies as a governance risk given the company's private equity ownership and evidenced by an acquisitive growth strategy that relies heavily on debt. The company does not exhibit material or unusual environmental risks. The stable outlook reflects Moody's expectation that adequate liquidity will be maintained and is supported by internally generated free cash flow. The stable outlook also assumes that the impact on credit metrics from the coronavirus pandemic will be limited to the first half of 2020. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include organic revenue growth across business segments; debt/EBITDA including capitalized software costs sustained below 7.5x that also considers the company's plan to address its preferred equity; EBITA/interest below 1.75x; and the maintenance of a good liquidity profile. Conversely, ratings could be downgraded Moody's expects liquidity to deteriorate including negative free cash flow or an inability to meet its first lien net leverage covenant test. A loss of a significant customer or declining EBITA margins could also lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Inmar, headquartered in Winston-Salem, North Carolina, is a technology-enabled provider of services including paper coupon and digital promotion settlement for CPG manufacturers, pharmacy receivables and returns management, and supply chain reverse logistics. The company is majority-owned by OMERS Private Equity with stakes also held by ABRY Partners and Inmar management. INSIGHT TERMINAL: June 10 Hearing on Lender's Plan -------------------------------------------------- Prepetition lender Autumn Wind Lending, LLC, filed a proposed Plan for Insight Terminal Solutions. The Plan contemplates, among other things, the following treatment for Allowed Claims: * Class 1 Other Priority Claims. This class is unimpaired and deemed to accept the Plan. * Class 2 Prepetition Lender Claim. This class is impaired. The Prepetition Lender Claim is Allowed in full. The Prepetition Lender shall receive, in exchange for full and final satisfaction, settlement, release, and discharge of its Prepetition Lender Claim, 100 Units of New Membership Interests in the Reorganized Debtor on the Effective Date, or as soon as reasonably practicable thereafter. * Class 3 General Unsecured Claims. This class is unimpaired and deemed to accept the Plan. * Class 4 Subordinated Claims. This class is impaired and deemed to reject the Plan. Holders of Subordinated Claims shall not receive or retain any distribution under the Plan on account of such Subordinated Claims. * Class 5 Interests. This class is impaired and deemed to reject the Plan. All interests will be canceled and extinguished as of the Effective Date and of no further force and effect against the Reorganized Debtor. Because no Classes under the Plan are entitled to vote on the Plan, other than the Prepetition Lender, which would vote in favor of the Plan, the Prepetition Lender respectfully submits there is no need to solicit the Plan and that the relief sought herein is necessary and appropriate. The following table highlights the proposed key dates and deadlines relevant to the Notice Procedures and sets forth the Prepetition Lender's proposed dates for the mailing of the Combined Notice, the Objection Deadline, and the Combined Hearing: * Plan Supplement filing deadline will be on May 26, 2020. * Plan/Disclosure Statement Objection deadline will be on June 3, 2020 at 4:00 p.m. (Prevailing Eastern Time). * Assumption or Rejection Objection deadline will be on June 3, 2020 at 4:00 p.m. (Prevailing Eastern Time). * Plan/Disclosure Statement Reply deadline, deadline to file proposed confirmation order and deadline to file brief in support of confirmation will be on June 8, 2020 at 4:00 p.m. (Prevailing Eastern Time). * The Combined Hearing will be on June 10, 2020 (Prevailing Eastern Time). A full-text copy of the Motion dated April 27, 2020, is available at https://tinyurl.com/y9s77oj2 from PacerMonitor.com at no charge. Counsel for Autumn Wind Lending, LLC: Robert M. Hirsh Lowenstein Sandler LLP 1251 Avenue of the Americas 17th Floor New York, NY 10020 Telephone: (212) 262-6700 E-mail: rhirsh@lowenstein.com - and - Edward M. King FROST BROWN TODD LLC 400 W. Market Street, 32nd Floor Louisville, KY 40202 Telephone: (502) 589-5400 Facsimile: (502) 581-1087 E-mail: tking@fbtlaw.com About Insight Terminal Solutions Insight Terminal Solutions -- http://insightterminals.com/-- is an Oakland, Calif.-based company that provides terminal and stevedoring services at the Oakland Bulk and Oversized Terminal (OBOT) for a variety of bulk agriculture and mineral commodities. Insight Terminal Solutions and its affiliate Insight Terminal Holdings, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Lead Case No. 19-32231) on July 17, 2019. The petitions were signed by John J. Siegel, Jr., manager. At the time of filing, Insight Terminal Solutions estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Insight Terminal Holdings estimated $50,000 in assets and $1 million to $10 million in liabilities. Andrew David Stosberg, Esq., at Middleton Reutlinger, represents the Debtors. INSIGHT TERMINAL: Unsecureds Unimpaired Under Lender's Plan ----------------------------------------------------------- Prepetition lender Autumn Wind Lending, LLC has proposed a Plan for debtor Insight Terminal Solutions, LLC. Insight Terminal Holdings, LLC ("ITH"), a jointly administered debtor, will not be reorganized under the proposed Plan. Holders of Subordinated Claims against, and Interests in, the Debtor will receive no distributions of money or property under the Plan and are therefore deemed to reject the Plan under Section 1126(g) of the Bankruptcy Code. The Prepetition Lender is impaired under the Plan and will receive New Membership Interests in the Reorganized Debtor on account of its claim. The Prepetition Lender will therefore vote on whether to accept or reject the Plan and, as the Plan proponent, intends to vote to accept the Plan. All other classes of claims are unimpaired and are therefore deemed to accept the Plan under section 1126(f) of the Bankruptcy Code. Accordingly, the Prepetition Lender is not soliciting votes to accept or reject the Plan from Holders of Claims or Interests and is making the Disclosure Statement available solely for informational purposes. The Plan provides for the following key economic terms and mechanics: 1. All General Unsecured Claims of the Debtor will be unimpaired and paid in full in Cash. 2. Certain executory contracts and unexpired leases will be rejected through the Plan pursuant to section 365 of the Bankruptcy Code. The counterparties to the rejected executory contracts and unexpired leases will also be unimpaired as their Allowed Rejection Damages Claims will be paid in full in cash in accordance with the relevant provisions of the Bankruptcy Code. 3. Certain Executory Contracts and Unexpired Leases will be assumed or rejected through the Plan pursuant to section 365 of the Bankruptcy Code. The Prepetition Lender will cure the assumed Unexpired Leases in accordance with the relevant provisions of the Bankruptcy Code. 4. The Prepetition Lender will fund distributions under the Plan through the Cash Contribution. 5. Interests will be canceled as of the Effective Date. The Reorganized Debtor will issue New Membership Interests under the terms of the Plan, effectively transferring ownership of the Reorganized Debtor to the Prepetition Lender. The Reorganized Debtor will continue to operate as a going concern after the Effective Date. 6. The Prepetition Lender believes the Plan is in the best interests of the Debtor and its Creditors, and that the Plan will successfully pay Creditors in full on account of Allowed Claims, except Subordinated Claims. Distributions under the Plan may be partially funded from the Reorganized Debtor's cash on hand as of the Effective Date. On the Effective Date, the Prepetition Lender will make the cash contribution in the amount of $4,400,000 into a segregated account in the name of the Reorganized Debtor. A full-text copy of the Disclosure Statement dated April 27, 2020, is available at https://tinyurl.com/y9lkeq8u from PacerMonitor.com at no charge. Counsel for Autumn Wind Lending, LLC: Robert M. Hirsh Lowenstein Sandler LLP 1251 Avenue of the Americas 17th Floor New York, NY 10020 Telephone: (212) 262-6700 E-mail: rhirsh@lowenstein.com - and - Edward M. King FROST BROWN TODD LLC 400 W. Market Street, 32nd Floor Louisville, KY 40202 Telephone: (502) 589-5400 Facsimile: (502) 581-1087 E-mail: tking@fbtlaw.com About Insight Terminal Solutions Insight Terminal Solutions -- http://insightterminals.com/-- is an Oakland, Calif.-based company that provides terminal and stevedoring services at the Oakland Bulk and Oversized Terminal (OBOT) for a variety of bulk agriculture and mineral commodities. Insight Terminal Solutions and its affiliate Insight Terminal Holdings, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Lead Case No. 19-32231) on July 17, 2019. The petitions were signed by John J. Siegel, Jr., manager. At the time of filing, Insight Terminal Solutions estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Insight Terminal Holdings estimated $50,000 in assets and $1 million to $10 million in liabilities. Andrew David Stosberg, Esq., at Middleton Reutlinger, represents the Debtors. INTEGRITY HOME: BRS Plan for Affiliates Has 0% for Unsecureds ------------------------------------------------------------- Business Restructuring Solutions, LLC, has filed a proposed Chapter 11 Plan for Integrity Home Health Care, Inc.'s affiliates, namely, West Florida PPHomehealth, LLC, Citrus Home Health Inc., Leeder Home Health Care Services, LLC, and Transitions Family Health Care Corp., to complete its acquisition of the affiliates' assets. Business Restructuring Solutions (BRS) is the holder of a super-priority secured claim against all of the assets of Debtors excluding Chapter 5 causes of action. On or about Feb. 13, 2020, the Bankruptcy Court conducted an auction of all of the Debtors' assets. BRS was the successful bidder at the auction and the Bankruptcy Court has approved the Sale. BRS has paid all amounts due under their bid. Pursuant to the Court's Supplemental Preliminary Order Approving Sale, the transfer of the Debtors' assets will be deemed to have occurred on Feb. 13, 2020. BRS will complete the purchase of the assets owned by the Integrity with regard to debtors West Florida PPHomehealth, LLC, Citrus Home Health Inc., Leeder Home Health Care Services, LLC, and Transitions Family Health Care Corp. ("Plan Debtors"). BRS proposes to confirm plans of reorganization in lieu of completing the purchase of their assets. Presently, the Plan Debtors have limited funds to pay administrative claims and no funds to pay priority claims. Confirmation of the Plan will provide additional funds to pay both. Under the four plans that BRS proposed for the Plan Debtors, the administrative and priority claims related to wages will be paid in full. The IRS will receive approximately $132,143.70, over 5 years with statutory interest which is 10% of their aggregate priority claims related to the Plan Debtors. under either scenario the general unsecured creditors would receive no distribution. Rather than complete the transfer of the assets of the Plan Debtors, BRS proposes to confirm Chapter 11 plan for each entity. The terms of the Plan will be substantially the same. BRS will continue to operate the Plan Debtors, it will pay the allowed administrative expenses of each estate. BRS has agreed to accept deferred payments on its secured claim based upon the availability of cash and will vote for the plan. The IRS has agreed to accept 10% of their allowed priority claims over 5 years with statutory interest. The allowed priority wage claims will be paid in full. The unsecured creditors will receive no distribution. BRS has filed a truncated disclosure statement for these reasons: 1. The Plan does not contemplate any payments by the Reorganized Debtor to the unsecured creditors. 2. Administrative creditors will be paid on the Effective Date, and BRS will make a proffer at the confirmation hearing regarding its ability to pay administrative creditors. 3. The only creditors that will receive payments over time are the IRS and BRS. A full-text copy of the Disclosure Statement dated April 30, 2020, is available at https://tinyurl.com/y6vbj3ce from PacerMonitor at no charge. Attorneys for BRS: Richard J. McIntyre, Esquire James W. Elliott, Esquire Kati Brinson Hinton, Esquire McIntyre Thanasides Bringgold Elliott Grimaldi Guit & Matthews, PA 500 East Kennedy Blvd., Suite 200 Tampa, FL 33602 Tel: 813.223.0000 Fax: 813.899.6069 E-mail: rich@mcintyefirm.com james@mcintyrefirm.com katie@mcintyrefirm.com About Integrity Home Health Care Integrity Home Health Care, Inc., and four related entities operate health agencies in five Medicare Regions located in Central Florida. They employ 160 people and generate about $4.0 million annually. The owner of Integrity Health, et al., became insolvent because it took on too much debt in connection with the acquisition of Integrity, et al., and was undercapitalized. Additionally, the Miami agency was not profitable and closed. Integrity Home Health Care and its affiliates West Florida PPHomehealth, LLC, Citrus Home Health Inc., Leeder Home Health Care Services, LLC, and Transitions Family Health Care Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-00014) on Jan. 2, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Catherine Peek McEwen oversees the case. The Debtors are represented by Jennis Law Firm. INTL FCSTONE: Moody's Alters Outlook on Ba3 Rating to Stable ------------------------------------------------------------ Moody's Investors Service confirmed INTL FCStone Inc.'s Ba3 issuer rating. This action concludes the review for downgrade initiated on February 28, 2020, that followed INTL's announcement of its planned acquisition of GAIN Capital Holdings, Inc. for $236 million, with a proposed $350 million senior secured notes issuance to fund the purchase and redeem some of GAIN Capital's debt. The outlook is stable. The following rating was confirmed: Issuer: INTL FCStone Inc. Issuer Rating, Confirmed at Ba3 Outlook Actions: Issuer: INTL FCStone Inc. Outlook, Changed To Stable from Rating Under Review RATINGS RATIONALE Moody's said the confirmation of INTL's rating reflects the operational and capital efficiencies that it will derive from the acquisition, that will offset the credit risks from increased debt leverage and the acquisition integration. Moody's said the Ba3 issuer rating reflects INTL's strengths in a range of specialized financial services functions, including commercial hedging and risk management advisory, commodities trading, clearing and execution, securities market making and global payments. The firm's credit profile benefits from a strongly diversified business mix, consistent earnings generation and favorable regulatory and market trends, said Moody's. Moody's said that INTL has historically taken advantage of well-timed acquisitions, which have expanded its franchise and customer base and that have been successfully integrated. The timing of the announcement of the GAIN Capital acquisition came a few weeks before the spike in market volatility and trading volumes associated with the coronavirus pandemic and oil price shocks. As a result of these extraordinary market conditions that occurred in the latter period of the first quarter, the results of both firms benefitted from increased transaction volumes and spreads. GAIN Capital reported first quarter 2020 net income of $77.3 million compared with a $28.4 million loss the same period last year. The significant improvement in GAIN Capital's profitability was as a result of higher trading revenue from its retail business. INTL will be able to capture this increased cash flow generation following the consummation of the transaction because of the excess cash that has been generated at GAIN Capital, said Moody's. INTL's net operating revenue increased to $243 million in the fiscal second quarter 2020, compared with $165 million a year ago. Moody's said that INTL has demonstrated relatively prudent financial policies and has successfully retained a long-term strategic focus. Therefore, although the transaction would increase INTL's debt balance, the credit benefits and recent improvements in both firms' profitability will help offset the credit challenges associated with the acquisition, and will provide INTL with added liquidity which could help reduce its post-acquisition debt leverage. Moody's said INTL's outlook is stable, based on Moody's expectation that INTL will continue to generate strong and diversified operating revenue while maintaining a conservative approach to risk management. GAIN Capital provides trading services, mainly in foreign currencies, to self-directed traders and introducing brokers. GAIN Capital's revenue is driven largely by volatility in currency markets, which after reaching historic lows in 2019 rebounded in early 2020, resulting in significant improvements in profitability. In acquiring these operations, INTL would assume the risk that low currency volatility may return in the future. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING WHAT COULD MOVE THE RATING - UP Increasing profitability and scale resulting in significantly improved pre-tax earnings and related margins Demonstration of a sound evolution in management oversight, controls and risk management commensurate with the firm's growth WHAT COULD MOVE THE RATING - DOWN Unfavorable changes to the acquisition transaction terms, such as a higher price, resulting in a weaker liquidity profile Inability to substantially execute the regulatory capital savings associated with the business combination, with a consequent inability to use these savings to de-lever Evidence of deterioration in liquidity risk management Entry into higher-risk business activities or evidence that management oversight, controls and risk management are not keeping pace with growth Change in financial policy to strongly favor shareholder interests via significant ongoing dividend payments and share repurchases The principal methodology used in this rating was Securities Industry Market Makers Methodology published in November 2019. INVENSURE INSURANCE: To Seek Plan Confirmation on May 28 -------------------------------------------------------- Judge Scott C. Clarkson has ordered that the Disclosure Statement filed by Invensure Insurance Brokers, Inc., is conditionally approved. The hearing on the adequacy of the Disclosure Statement shall be combined with the hearing to confirm the Plan. The deadlines for Confirmation shall be as follows: The deadline to vote will be on May 7, 2020. Creditors to file any objections to Plan Confirmation or to the adequacy of the Disclosure Statement will be on May 7, 2020. The Debtor to file the ballot tabulation will be on May 14, 2020. The Debtor to file reply to any objections to Plan Confirmation or to the adequacy of Disclosure Statement will be on May 21, 2020. The hearing to consider approval of the Plan and final approval of the Disclosure Statement will be on May 28, 2020 at 11:00 am. Attorneys for the Debtor: THEODORE B. STOLMAN CAROL CHOW FREEMAN, FREEMAN & SMILEY, LLP 1888 Century Park East, Suite 1500 Los Angeles, California 90067 Telephone: (310) 255-6100 Facsimile: (310) 255-6200 ted.stolman@ffslaw.com carol.chow@ffslaw.com About Invensure Insurance Brokers Invensure Insurance Brokers -- http://www.invensure.com/-- is an insurance brokerage firm in Irvine, Calif., that offers business insurance, personal insurance and employee benefits insurance. Invensure Insurance Brokers filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-11889) on May 16, 2019. In the petition signed by Robert Parent, chief executive officer, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Freeman, Freeman & Smiley, LLP, is the Debtor's counsel. J. C. PENNEY: Case Summary & 50 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: J. C. Penney Company, Inc. 6501 Legacy Drive Plano, Texas 75024 Business Description: J. C. Penny Company, Inc. -- http://www.jcpenney.com/- is an apparel and home retailer, offering stylish merchandise at incredible value from an extensive portfolio of private, exclusive, and national brands at over 850 stores and online. J. C. Penney sells clothing for women, men, juniors, kids, and babies. Chapter 11 Petition Date: May 15, 2020 Court: United States Bankruptcy Court Southern District of Texas Eighteen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- J. C. Penney Company, Inc. (Lead Case) 20-20182 Future Source LLC 20-20198 J. C. Penney Corporation, Inc. 20-20183 J. C. Penney Direct Marketing Services LLC 20-20184 J. C. Penney Export Merchandising Corporation 20-20185 J. C. Penney International, Inc. 20-20186 J. C. Penney Properties, LLC 20-20181 J. C. Penney Purchasing Corporation 20-20187 JCP Construction Services, Inc. 20-20188 JCP Media, Inc. 20-20189 JCP New Jersey, LLC 20-20190 JCP Procurement, Inc. 20-20191 JCP Real Estate Holdings, LLC 20-20192 JCP Realty, LLC 20-20193 JCP Telecom Systems, Inc. 20-20194 JCPenney Puerto Rico, Inc. 20-20195 JCPenney Services, LLC 20-20196 jcpSSC, Inc. 20-20197 Judge: Hon. David R. Jones Debtors' General Bankruptcy Counsel: Joshua A. Sussberg, P.C. Christopher Marcus, P.C. Aparna Yenamandra, 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 christopher.marcus@kirkland.com aparna.yenamandra@kirkland.com Debtors' Co-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' Financial Advisor: LAZARD FRERES & CO. LLC Debtors' Restructuring Advisor: ALIXPARTNERS, LLP Debtors' Notice & Claims Agent: PRIME CLERK LLC https://cases.primeclerk.com/jcpenney Debtors Tax Restructuring Advisor: KPMG LLP Debtors' Store Closing Consultant: GORDON BROTHERS RETAIL PARTNERS, LLC Debtors' Co-Real Estate Consultants: B. RILEY REAL ESTATE, LLC - AND - CUSHMAN & WAKEFIELD U.S., INC. Total Assets as of March 31, 2020: $8,568,659,386 Total Debts as of March 31, 2020: $8,032,699,093 The petitions were signed by Bill Wafford, executive vice president, chief financial officer. A full-text copy of J.C. Penney Company's petition is available for free at PacerMonitor.com at: https://is.gd/IxZTub List of Debtors' 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Wilmington Trust Senior Notes $500,000,000 Global Capital Markets, 50 South Sixth Street, Suite 1290, Attention Of J. C. Penney Collateral Agency Administrator Minneapolis, MN 55402 Hallie E. Field Tel: (612) 217-5644 Fax: 612.217.5651 Email: hfield@wilmingtontrust.com 2. Wilmington Trust Senior Notes $388,262,000 Global Capital Markets, 50 South Sixth Street, Suite 1290, Attention Of J. C. Penney Collateral Agency Administrator Minneapolis, MN 55402 Hallie E. Field Tel: (612) 217-5644 Fax: 612.217.5651 Email: hfield@wilmingtontrust.com 3. Wilmington Trust Senior Notes $312,458,000 Global Capital Markets, 50 South Sixth Street, Suite 1290, Attention Of J. C. Penney Collateral Agency Administrator Minneapolis, MN 55402 Hallie E. Field Tel: (612) 217-5644 Fax: 612.217.5651 Email: hfield@wilmingtontrust.com 4. Wilmington Trust Senior Notes $105,256,000 Global Capital Markets, 50 South Sixth Street, Suite 1290, Attention Of J. C. Penney Collateral Agency Administrator Minneapolis, MN 55402 Hallie E. Field Tel: (612) 217-5644 Fax: 612.217.5651 Email: hfield@wilmingtontrust.com 5. Nike Inc. Trade $32,067,049 One Bowerman Drive Beaverton, OR 97005 Hilary Krane Tel: 503-671-6453 Email: media.relations@nike.com 6. Alfred Dunner Inc. Trade $14,211,811 1333 Broadway, 11th Floor New York, NY 10018 Peter J. Aresty Tel: (212) 944-6660 Email: customerservice@alfreddunner.net 7. Byer California Trade $12,607,412 66 Potrero Avenue San Francisco, CA 94103 Joel Feldman Tel: 415-487-2672 Fax: 415-626-7865 Email: jfeldman@byer.com 8. Oracle Credit Corporation Trade $11,382,956 500 Oracle Pkwy, Suite 1 Redwood City, CA 94065 Dorian E. Daley Tel: 650-506-7000 Fax: 650-506-7114 Email: dorian.daley@oracle.com 9. Wilmington Trust Senior Notes $9,796,000 Global Capital Markets, 50 South Sixth Street, Suite 1290, Attention Of J. C. Penney Collateral Agency Administrator Minneapolis, MN 55402 Hallie E. Field Tel: (612) 217-5644 Fax: 612.217.5651 Email: hfield@wilmingtontrust.com 10. Siouni & Zar Corp/Kelly Grace Trade $8,465,197 49 W 37th, Floor 10 New York, NY 10018 Daniel Zar Tel: 212-704-9603 Email: kemaltonguc@dannyandnicole.com 11. G.G. Int'L Mfg. Co., Ltd. Trade $7,744,899 192 Jangchungdan-Ro Jung-Gu Seoul, Korea 100391 David Kim Tel: 82-02-338-4706 Fax: 82-02-2071-4894 12. Adidas Distributing Trade $7,080,729 Adidas Village 5055 N. Greeley Avenue Portland, OR 97217 Zion Armstrong Tel: 800-982-9337 Fax: 971-234-2450 Email: investor.relations@adidas.com 13. Eclat Textile Co., Ltd. Trade $6,980,752 No 28 Wu Chyan Rd Wu Ku Ind Park New Taipe City, Taiwan 248 Roger, J. C. Lo Tel: 886-2-2299-6000 Fax: 886-2-2299-1366 Email: rogerlo@eclat.com.tw 14. Poong In Trading Co., Ltd. Trade $6,800,058 18 F-20F Ace High Tech City B/D2 Dong 775, GyeongIn-ro, Yeongdeungpo-Gu Seoul, Korea Paul Park Tel: 82-2-549-8313 Fax: 82-25-549-8310 15. Tata Consultancy Services Ltd. Trade $6,663,236 3010 LBJ Freeway, Suite 715 Dallas, TX 75234 Gautam Sitesh Tel: 91-22-6778-9595 Fax: 972-484-0450 Email: investor.relations@tcs.com 16. Crystalclear Wealth Ltd. Trade $6,264,328 No 69, Xibei Rd, Banqiao Dist. Taiwan R.O.C. New Taipei City, Taiwan 22072 Tony Wu Tel: 886-2-2686-9399 Fax: 886-2-2686-7811 Email: info@ccwealth.com.tw 17. Haggar Clothing Co Trade $6,091,441 1507 LBJ Freeway, Suite 100 Farmers Branch, TX 75234 Jay Patel Tel: (214) 956-4639 Email: jay.patel@haggar.com 18. The Lee Company, a VF Corp Trade $6,055,245 400 N. Elm St. Greensboro, NC 27401 Scott Baxter Tel: 336-424-6000 Email: IR@KontoorBrands.com 19. Van Heusen Sportswear Trade $5,749,916 200 Madison Avenue New York, NY 10016-3903 Stefan Larsson Tel: 212-381-3500 Fax: 212-381-3950 Email: communications@pvh.com 20. Nobland International Trade $5,247,802 Nobland B/D 49, Ogeumro 46GIL, Songpagu Seoul, Korea 05785 Keith Kim Tel: 82-2-405-5700 21. Arya LLC DBA Perceptions Trade $5,046,567 850 Paterson Plank Rd Secaucus, NJ 07094 Haresh Tharani Tel: 201-243-2500 Email: info@tharancogroup.com 22. Supreme International Corp Trade $5,016,739 3000 NW 107th Ave Miami, FL 33172 Torres Mitchell Tel: 305-592-2830 Fax: 305-594-2307 Email: info@pery.com 23. Breaking Waves Inc. Trade $4,988,939 1441 Broadway New York, NY 10018 Billy Zuckerman Tel: 646-569-6001 Email: info@breakingwaves.com 24. Laws Textile Industrial Ltd Trade $4,806,666 Room 3301-05 33/F Laws Commercial Plaza 788 Cheung Sha Wan Rd, Lai Chi Kok Hong Kong, Hong Kong Bosco Law Tel: 852-2371-11888 Fax: 852-2786-2406 Email: info@lawsgroup.com 25. Kasper Group LLC Trade $4,751,298 1412 Broadway New York, NY 10018 Gregg I. Marks Tel: 212-354-4311 Email: inquiries@kasper.com 26. Bee Darlin Trade $4,677,845 1875 E 22nd St Los Angeles, CA 90058 Steve Namm Tel: 213-749-2116 Email: steve@beedarlin.com 27. Izod Trade $4,628,066 200 Madison Avenue New York, NY 10016-3903 Stefan Larsson Tel: 866-378-9545 Email: communications@pvh.com 28. The William Carter Co Trade $4,616,591 3438 Peachtree Rd Ste 1800 Atlanta, GA 30326-1554 Michael Casey Tel: 678-791-1000 Email: contactus@carters.com 29. D3 LLC Trade $4,444,052 75 Marcus Dr Melville, NY 11747 Louis Dupere Tel: 631-454-6600 30. Vanity Fair Brands LP Trade $4,412,713 8505 E. Orchard Road Greenwood Village, CO 80111 Steve Rendle Tel: (251) 743-6625 Email: ir@vfc.com 31. Jordache Enterprises Inc Trade $4,211,182 1400 Broadway New York, NY 10018 Charles Flores Tel: 212-944-1330 Email: cflores@jordache.com 32. U-Knits, Inc. Trade $4,101,282 R#1504 Mario Tower 28 Digital-Ro 30-Gil Guro-Gu Seoul, Korea Jae-Young Yoo Tel: 02.2059.2400 Fax: 02.863.6143 Email: uknits@u-knits.com 33. Epic Garments DWC -LLC Trade $4,097,288 Dubai World Central Bldg E Office No E-4-O413 Dubai, United Arab Emirates Sunil Daulatram Daryanani Tel: 971-4406-9900 Fax: 852-2345 8558 Email: info@epichk.com 34. Briggs New York Corp Trade $4,053,144 13071 E Temple Ave City of Industry, CA 91746 Angela Smith Tel: 626-934-4122 Email: angela.smith@kellwood.com 35. Tharanco Dress Group LLC Trade $3,966,379 134 W. 37th Street New York, NY 10018 Michael Setola Tel: 201-243-2500 Email: info@tharancogroup.com 36. Footwear Unlimited Inc Trade $3,949,943 99 Larkin Williams Ind Ct Fenton, MO 63026 Nicholas Licavoli Tel: (636) 680-2655 Email: nickl@footwearunlimited.com 37. Fritzi California Trade $3,905,189 13071 E Temple Ave City of Industry, CA 91746 Angela Smith Tel: (314) 851-8176 Email: angela.smith@kellwood.com 38. Sun Diamond DBA Sun Source Trade $3,768,246 255 West 36th 7th Floor New York, NY 10018 Ed Yakubovich Tel: 212-714-2702 Email: eyakubovich@sunsoucrejewelry.com 39. Revise Clothing Inc Trade $3,743,947 20 Henry St Teterboro, NJ 07608-1102 Mark Levy Tel: 201-727-9339 Email: marketing@vanillastarjeans.com 40. Gulf Textile Sourcing Fze Trade $3,715,064 Saif Desk Q1 06 048B Sharjah Airport International Free Zone Sharjah, United Arab Emirates 61128 Tel: 971-55-295-2792 Email: marketing@gulftex.ae 41. OMD USA LLC Trade $3,642,567 225 N Michigan Ave Chicago, IL 60601 Paul Bocchino Tel: 212 5907277 Email: paul.bocchino@omd.com 42. In Mocean Group LLC Trade $3,491,743 463 Seventh Ave., 21th Floor New York, NY 10118 Jerry Harary Tel: 212-944-0317 Fax: 212-944-7667 43. Elkay Overseas India Trade $3,475,942 5/66, K.C. House Padam Singh Road Delhi, India 110 005 Narendera Agarwal Tel: 91-25-789-729 Email: info@elkayoverseas.com 44. Tal Global Alliances Limited Trade $3,470,072 3/F Tal Bldg 49 Austin Rd Kowloon, Hong Kong Roger Lee Tel: 852-2738-6211 Email: info@talapparel.com 45. Mainstream Swimsuits Inc. Trade $3,465,999 610 Uhler Road Easton, PA 18040 Dawn Finlayson Tel: (484) 373-3600 Email: dawn@swimusa.com 46. Manhattan Beachwear Trade $3,419,820 10700 Valley View Street Cypress, CA 90630 Cindy Elenes Tel: 714-892-7354 Fax: 714-799-5381 Email: celenes@mbwswim.com 47. Richline Group Inc. Trade $3,403,409 1385 Broadway New York, NY 10018 Dave Meleski Tel: 800-966-8800 Fax: 914-699-2335 Email: contactus@richlinegroup.com 48. The Van Heusen Company Trade $3,343,471 200 Madison Avenue New York, NY 10016 Stefan Larsson Tel: 212-381-3500 Email: communications@pvh.com 49. Studio Ray LLC Trade $3,277,154 512 Fashion Ave., 19th Floor New York, NY 10018 Gladys Mayers Tel: 212-354-8990 Email: info@studioray.net 50. New Balance Athletic Shoe, Inc. Trade $3,165,729 20 Guest St. Boston, MA 02135-2088 Robyn Noble Tel: (617)-746-2420 Email: robyn.noble@newbalance.com JC PENNEY: Bankruptcy Court Okays Chapter 11 "First Day" Motions ---------------------------------------------------------------- J. C. Penney Company, Inc. on May 16, 2020, disclosed that it has received approvals from the U.S. Bankruptcy Court for the Southern District of Texas, in Corpus Christi, TX (the "Court") for the "First Day" motions related to the Company's voluntary Chapter 11 petitions filed on May 15, 2020, including approval for the Company to access and use its approximately $500 million in cash collateral. Among other things, the Court has authorized JCPenney to continue paying non-furloughed associate wages, provide certain benefits to all associates, and to pay vendor partners in the ordinary course for all goods and services provided on or after the Chapter 11 filing date. Jill Soltau, chief executive officer of JCPenney, said, "We are pleased to have received approval of these motions, which will enable us to continue implementing our Plan for Renewal and operating our business to serve the needs of our loyal customers. We thank the Court for convening on a weekend to ensure that JCPenney can hit the ground running on Monday with approval of our First Day motions, and we are appreciative of the widespread support we have received from our asset-based lenders and first lien lenders and noteholders as we manage through the current environment. By entering this restructuring support agreement with our lenders, we expect to reduce several billion dollars of indebtedness, provide increased financial flexibility to help navigate through the Coronavirus (COVID-19) pandemic, and better position JCPenney for the long-term." As previously announced, JCPenney entered into a restructuring support agreement (the "RSA") with lenders holding approximately 70% of JCPenney's first lien debt to reduce the Company's outstanding indebtedness and strengthen its financial position. JCPenney has approximately $500 million in cash on hand as of the Chapter 11 filing date. The Company will seek authorization at its second day hearing to access the $900 million in debtor-in-possession ("DIP") financing that it received from its existing first lien lenders, which includes $450 million of new money. About J.C. Penney J.C. Penney Corporation, Inc., is an American retail company, founded in 1902 by James Cash Penney and today engaged in marketing apparel, home furnishings, jewelry, cosmetics, and cookware. The company was called J.C. Penney Stores Company from 1913 to 1924, when it was reincorporated as J.C. Penney Co. On May 15, 2020, JCPenney announced that it has entered into a restructuring support agreement with lenders holding 70% of JCPenney's first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the Plan, the Company and its affiliates on May 15, 2020, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182). Kirkland & Ellis LLP is serving as legal advisor, Lazard is serving as financial advisor, and AlixPartners LLP is serving as restructuring advisor to the Company. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney JC PENNEY: Files Ch. 11 to Implement Financial Restructuring Plan ----------------------------------------------------------------- J. C. Penney Company, Inc. on May 15 disclosed that it has entered into a restructuring support agreement (the "RSA") with lenders holding approximately 70% of JCPenney's first lien debt to reduce the Company's outstanding indebtedness and strengthen its financial position. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan (the "Plan") that is expected to reduce several billion dollars of indebtedness, provide increased financial flexibility to help navigate through the Coronavirus (COVID-19) pandemic, and better position JCPenney for the long-term. To implement the Plan, the Company on May 15 filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas, in Corpus Christi, TX (the "Court"). During this process, JCPenney will continue to be one of the nation's largest apparel and home retailers with an expansive footprint of hundreds of stores across the U.S. and Puerto Rico and a powerful eCommerce site, jcp.com. JCPenney is welcoming customers back to select stores and continuing to offer its Contact-free curbside pickup service at all open stores. At the same time, JCPenney's eCommerce distribution centers continue to fulfill online orders and customer care centers are answering inquiries as usual. The health and safety of associates, customers, and communities remains a top priority, and the Company is gradually reopening stores and offices in a phased approach while following guidance from local and state orders. "The Coronavirus (COVID-19) pandemic has created unprecedented challenges for our families, our loved ones, our communities, and our country. As a result, the American retail industry has experienced a profoundly different new reality, requiring JCPenney to make difficult decisions in running our business to protect the safety of our associates and customers and the future of our company. Until this pandemic struck, we had made significant progress rebuilding our company under our Plan for Renewal strategy -- and our efforts had already begun to pay off. While we had been working in parallel on options to strengthen our balance sheet and extend our financial runway, the closure of our stores due to the pandemic necessitated a more fulsome review to include the elimination of outstanding debt," said Jill Soltau, chief executive officer of JCPenney. Ms. Soltau continued, "Implementing this financial restructuring plan through a court-supervised process is the best path to ensure that JCPenney will build on its over 100-year history to serve our customers for decades to come. We believe the RSA and the widespread support we have received from our asset-based lenders and first lien lenders will allow us to pursue a financial restructuring on an expedited timeframe. We are also encouraged by the level of support we have received from our vendor partners, landlords, and other stakeholders, whose confidence in our business and our people is expected to contribute to a successful reorganization." "We have a newly refreshed, highly experienced team of retail executives who remain focused on rebuilding our business and restoring financial strength to JCPenney. This team has continued to innovate even during these challenging times, implementing substantial improvements to our flagship eCommerce platform to increase efficiency and ensure our loyal customers continue to have access to the products they need through elevated shopping experiences. I would also like to thank all of our outstanding associates for their continued dedication to our company and their passion for meeting and exceeding our customers' expectations. We are continuing to serve our customers as we move through this process with a commitment to working seamlessly with our vendor partners and landlords. We look forward to emerging from both Chapter 11 and this pandemic as a stronger retailer, continuing to implement our Plan for Renewal, and building capabilities focused on satisfying customers' wants and needs," Ms. Soltau concluded. JCPenney's Transformation Strategy JCPenney has been successfully implementing its Plan for Renewal transformation strategy to improve gross margin, reduce inventory, eliminate inefficient spending, and design an engaging, inspiring shopping experience. Specifically, JCPenney has made foundational improvements to: -- Offer Compelling Merchandise -- Drive Traffic -- Deliver an Engaging Experience -- Fuel Growth -- Build a Results-Minded Culture While the challenging market conditions have impacted the Company's ability to meet its current operational and financial objectives, the Company remains focused on returning JCPenney to sustainable, profitable growth by reestablishing the fundamentals of retail, re-envisioning its merchandise offerings, and rolling out new innovations. The Company will continue to gather customer feedback and make improvements that enhance the shopping experience throughout this difficult time and over the long-term. Prior to the unprecedented Coronavirus (COVID-19) pandemic, the Company had made meaningful progress on its Plan for Renewal and successfully met or exceeded guidance on all five financial objectives for 2019 and saw comparable store sales improvement in six of eight merchandise divisions in the second half of 2019 over the first half. Financing and Ongoing Operations JCPenney has approximately $500 million in cash on hand as of the Chapter 11 filing date. JCPenney has received commitments for $900 million in debtor-in-possession ("DIP") financing from its existing first lien lenders, which includes $450 million of new money. Following Court approval, this financing, combined with cash flow generated by the Company's ongoing operations, is expected to be sufficient to meet JCPenney's operational and restructuring needs. As part of the DIP commitment from its existing lenders, JCPenney will explore additional opportunities to maximize value, including a third-party sale process. JCPenney will file a number of customary first day motions with the U.S. Bankruptcy Court seeking authorization to support its operations during the financial restructuring process, including authority to pay non-furloughed associate wages, provide certain benefits to all associates, and to pay vendor partners in the ordinary course for all goods and services provided on or after the Chapter 11 filing date. Store Optimization Implementing the financial restructuring will allow JCPenney to accelerate its store optimization strategy. As part of its ongoing transformation, JCPenney will reduce its store footprint to better align its business with the current operating environment. Stores will close in phases throughout the Chapter 11 process -- and the first phase of closures, including specific store details and timing, will be disclosed in the coming weeks. About J.C. Penney J.C. Penney Corporation, Inc., is an American retail company, founded in 1902 by James Cash Penney and today engaged in marketing apparel, home furnishings, jewelry, cosmetics, and cookware. The company was called J.C. Penney Stores Company from 1913 to 1924, when it was reincorporated as J.C. Penney Co. On May 15, 2020, JCPenney announced that it has entered into a restructuring support agreement with lenders holding 70% of JCPenney's first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the Plan, the Company and its affiliates on May 15, 2020, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182). Kirkland & Ellis LLP is serving as legal advisor, Lazard is serving as financial advisor, and AlixPartners LLP is serving as restructuring advisor to the Company. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney KAIROS HOMES: Court Conditionally Approves Disclosure Statement --------------------------------------------------------------- Judge Mark X. Mullin has ordered that the Disclosure Statement filed by Kairos Homes, LLC, is conditionally approved. The deadline to object to the sufficiency of the Disclosure Statement and to cast ballots on the First Amended Plan is May 25, 2020. The confirmation deadline is extended. The hearing to consider both the Disclosure Statement and First Amended Plan together is set for June 11, 2020 at 1:30 p.m. before the Honorable Judge Mark X. Mullin at the United States Bankruptcy Court at Eldon B. Mahon Federal Building, Room 128, 501 W. 10th Street, Fort Worth, TX 76102. 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. KAOPU GROUP: Delays Filing of Quarterly Report ---------------------------------------------- Kaopu Group, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2020. The Company said certain financial and other information necessary for an accurate and full completion of the Form 10-Q could not be provided within the Company's prescribed time period without unreasonable effort or expense. About Kaopu Group Headquartered in Taichung City 404, Taiwan (R.O.C.), Kaopu Group, Inc. provides consulting services related to pre-need death care through consultancy contracts with small death care service providers in Taiwan. Also, the Company actively sells pre-need death care contracts and insurance products through its own sales force in Taiwan. The Company consults on the purchase of cemetery property and funeral and cemetery merchandise and services at the time of need and on a preneed basis. In addition, the Company specializes in the consultancy for deferred preneed funeral and cemetery receipts held in trust, preneed cemetery activities, preneed funeral activities, preneed funeral and cemetery, burial vaults, cemetery property, and cemetery property revenue. As of Sept. 30, 2019, the Company had $10.66 million in total assets, $10.13 million in total liabilities, and $523,718 in total stockholders' equity. Thayer O'Neal Company, LLC, in Houston, Texas, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2019, citing that the Company has suffered recurring losses from operations, has a substantial working capital deficiency and substantial accumulated deficits and comprehensive loss that raise substantial doubt about its ability to continue as a going concern. KAYA HOLDINGS: Delays Filing of Form 10-Q Due to COVID-19 --------------------------------------------------------- Kaya Holdings, Inc., notified the Securities and Exchange Commission via a Form 12b-25 that it will be delayed in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2020. The Company requires additional time to complete the preparation of its financial statements for the quarter ended March 31, 2020, have them properly certified by the executive officers and have them reviewed by its independent auditors. The Company intends to file the Form 10-Q by the fifth calendar day following the required filing date, as prescribed in Rule 12b-25. In a separate Form 8-K filed with the SEC, the Company stated that, "The current outbreak of COVID-19 has posed a significant impact on the Company to file on a timely basis its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 ... that is due on May 14, 2020... and therefore the Company elected to rely on the conditional filing relief provided under the SEC Order. "The current outbreak of COVID-19 in the United States has resulted in the closing of our offices and has required our internal staff to work remotely. Moreover, similar social distancing measures were taken by both our outside accountants and our independent registered public accounting firm in order to protect the health of their employees. All of the foregoing has slowed the accounting and auditing work required to compile our financial statements for the quarter ended March 31, 2020 to be included the Quarterly Report. Accordingly, we have decided to rely on the SEC Order and endeavor to file the Quarterly Report no later than June 28, 2020, or within 45 days after the Original Due Date. "The adverse public health developments and economic effects of the outbreak in the United States could adversely affect the Company's customers and suppliers as a result of quarantines, facility closures and logistics restrictions in connection with the outbreak. More broadly, the outbreak could potentially lead to an extended economic downturn, which would likely decrease spending, adversely affect demand for our products and services and harm our business, results of operations and financial condition. The Company cannot accurately predict the effect the Coronavirus outbreak will have on the Company." The Securities and Exchange Commission on March 4, 2020, as amended on March 25, 2020, issued an order providing conditional relief to public companies that are unable to timely comply with their filing obligations as a result of the novel coronavirus (COVID-19) outbreak. About Kaya Holdings Kaya Holdings, Inc. -- http://www.kayaholdings.com/-- is a vertically integrated legal marijuana enterprise that produces, distributes, and/or sells a full range of premium cannabis products including flower, oils, vape cartridges and cannabis infused confections, baked goods and beverages through a fully integrated group of subsidiaries and companies supporting highly distinctive brands. Kaya Holdings reported net income of $7.52 million for the year ended Dec. 31, 2019, compared to net income of $4.54 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $2.65 million in total assets, $16.14 million in total liabilities, and a net stockholders' deficit of $13.49 million. M&K CPAS, PLLC, in Houston, TX, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 13, 2020, citing that the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. KAYA HOLDINGS: Posts $7.5 Million Net Income in 2019 ---------------------------------------------------- Kaya Holdings, Inc., reported net income of $7.52 million on $1.01 million of net sales for the year ended Dec. 31, 2019, compared to net income of $4.54 million on $1.14 million of net sales for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $2.65 million in total assets, $16.14 million in total liabilities, and a net stockholders' deficit of $13.49 million. M&K CPAS, PLLC, in Houston, TX, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 13, 2020, citing that the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. At Dec. 31, 2019 the Company has a working capital deficiency of $9,844,132 and is totally dependent on its ability to raise capital. The Company has a plan of operations and acknowledges that its plan of operations may not result in generating positive working capital in the near future. The Company said that even though management believes that it will be able to successfully execute its business plan, which includes third-party financing and capital issuance, and meet the Company's future liquidity needs, there can be no assurances in that regard. A full-text copy of the Annual Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/mW7lma About Kaya Kaya Holdings, Inc. -- http://www.kayaholdings.com/-- is a vertically integrated legal marijuana enterprise that produces, distributes, and/or sells a full range of premium cannabis products including flower, oils, vape cartridges and cannabis infused confections, baked goods and beverages through a fully integrated group of subsidiaries and companies supporting highly distinctive brands. KIMBLE DEVELOPMENT: Creditors to be Paid in Full in Sale-Based Plan ------------------------------------------------------------------- Debtor Kimble Development of Jackson, L.L.C. filed with the U.S. Bankruptcy Court for the Middle District of Louisiana a Disclosure Statement in Support of the Plan of Liquidation dated April 30, 2020. The Debtor has formulated a plan of liquidation. Under the Plan, the Debtor intends to distribute the proceeds from the sale of its shopping center in Jackson, MS (Metro Crossing) to holders of Allowed Claims and Interests. Class 2 consists of holders of Allowed General Unsecured Claims. The Debtor estimates the aggregate amount of Allowed General Unsecured Claims is no more than $25,000. The claims will be paid in full in cash on the Effective Date from the proceeds of Metro Crossing after payment of Claims with higher priority. Class 3 consists of any Intercompany Claims, i.e., Claims against the Debtor by its Affiliates. The aggregate amount of Intercompany Claims is $105,111. Of this aggregate amount, $79,169 is subject to set off. To the extent any Intercompany Claim is subject to setoff, such Claim will be setoff on the Effective Date. The balance owed on all Intercompany Claims after setoff ($25,942) will be paid in full in cash after the payments of Class 1 and Class 2 Claims. Class 4 consists of the membership interests in the Debtor. Michael D. Kimble (25.83%), Mitchell W. Kimble (25.83%), Thomas Enquist (8.33%) and AJF Properties, LLC (4.00%) are the members of the Debtor. Their Interests are Allowed under the Plan. Each holder of an Allowed Interest shall retain their Interest in the Debtor. Holders of Allowed Interests in the Debtor shall receive a pro rata share of the balance of the proceeds from the sale of the Debtor's shopping center after payment of all Allowed Administrative, Priority, Class 1, Class 2 and Class 3 Claims. The Debtor tried to negotiate with First Bank & Trust. Although First Bank & Trust's claim was only $1.2 million (approx.) (as of the Petition Date), First Bank & Trust demanded $1.5 million to stop the sheriff's sale. Unable to meet First Bank & Trust's demand, the Debtor had no other choice but to seek chapter 11 protection. Mr. Kumar Bhavanasi, through MCJM, increased the offer from $1.5 million to $1.6 million. After weighing the delay costs associated with further negotiations to increase the purchase price against the benefit of providing creditors with an immediate payment in full, the Debtor determined to accept MCJM's offer. The Debtor has sold (or will soon sell) its shopping center to MCJM. The proceeds of the sale are sufficient to pay all Allowed Claims in full in cash on the Effective Date of the Plan. All creditors, including First Bank & Trust, administrative claimants and general unsecured creditors, will be paid in full in cash on the Effective Date. Plus, the Debtor should have more than $167,000 of remaining proceeds for any unexpected Claims or expenses. A full-text copy of the Disclosure Statement dated April 30, 2020, is available at https://tinyurl.com/y9u53gt4 from PacerMonitor at no charge. Attorney for Kimble Development: RICHMOND LAW FIRM, LLC Ryan J. Richmond 17732 Highland Road, Suite G-228 Baton Rouge, LA 70810 Tel: (225) 572-2819 Fax: (225) 286-3046 E-mail: ryan@rjrichmondlaw.com About Kimble Development of Jackson Kimble Development of Jackson, L.L.C., is primarily engaged in renting and leasing real estate properties. Kimble Development of Jackson, based in Baton Rouge, LA, filed a Chapter 11 petition (Bankr. M.D. La. Case No. 20-10008) on Jan. 8, 2020. In the petition signed by Michael D. Kimble, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Ryan J. Richmond, Esq., at Richmond Law Firm, LLC, serves as bankruptcy counsel to the Debtor. KRUGER PACKAGING: DBRS Confirms BB(high) Sr. Unsec. Notes Rating ---------------------------------------------------------------- DBRS Limited confirmed the Issuer Rating and Senior Unsecured Notes rating of Kruger Packaging Holdings L.P. (KPH or the Company) at BB (high). DBRS Morningstar also confirmed the recovery rating of RR3 on the Senior Unsecured Notes. The trends are Stable. The ratings confirmation reflects KPH's performance in the last 12 months, which was broadly consistent with DBRS Morningstar's expectations when we initially assigned the ratings in May 2019 as well as DBRS Morningstar's view that the Company is adequately prepared to face the Coronavirus Disease (COVID-19)-related disruptions in its supply chain and end markets. The Stable trends reflect DBRS Morningstar's expectation that KPH will continue operating its business in an efficient manner while keeping leverage commensurate with the ratings, such as adjusted debt-to-EBITDA below 2.0 times and adjusted cash flow-to-debt above 40%, levels that are strong for the ratings, despite the currently challenging environment. The ratings also take into account KPH's position in the less volatile paper packaging industry when compared with other forest product subsectors, its cost-effective mills, and the unique properties of some of its products that give the Company a competitive advantage. The conservative balance sheet and low leverage for the rating category are also supportive of the fact that they should give KPH some downside protection. The involvement of KPH's end customers in sectors such as food, beverage, and other nondurable goods, which are often considered nondiscretionary in nature and thus essential during the coronavirus pandemic, are also supportive of the ratings. Finally, DBRS Morningstar believes that KPH will take necessary measures, such as the deferral of nonessential capital projects and distributions to unitholders, until such time as there will be more clarity around the economic outlook. However, the ratings are constrained by the Company's niche position and lack of diversification in the broader paper and forest products industry, its low (albeit increasing) forward integration into its corrugated box plants, its exposure to volatile input costs, and the overall underlying volatility of the forest products industry. Since the rebuild of its Trois-Rivieres, Quebec, newsprint machine into a containerboard machine that was completed in 2017, the Company is well positioned to produce high-strength light-weight recycled linerboard, which, due to its properties, provides a competitive advantage compared with the traditional containerboard offered by other North American manufacturers. KPH also operates a smaller white top linerboard and paperboard facility in Montreal, as well as two corrugated box plants in Quebec and Ontario. Today, the Company's forward integration is low when compared with some of its major peers, with about 35% of its containerboard production being used as an input into its two corrugated box plants (including trades). Increased forward integration would help further improve margins and create a more stable demand for its linerboard products. In 2019, the Company generated about 80% and 86% of its revenues and EBITDA respectively from its packaging activities. KPH also operates two pulp and paper facilities in Trois-Rivières that produce Bleached-Thermo-Mechanical-Pulp (BTMP) and uncoated groundwood paper. While BTMP production is almost exclusively sold to Kruger Inc.'s Specialty Paper division, uncoated groundwood paper is sold to third parties, mostly in the newsprint and publishing industry, and to paper converters. The North American demand for newsprint has been in secular decline for many years now, but the Company has appropriately scaled down its operations in order to preserve its profitability. The pulp and paper operations generated about 20% and 14% of revenues and EBITDA, respectively, in 2019, a proportion that is expected to decline further. Going forward, DBRS Morningstar expects KPH to continue to benefit from its position in the containerboard market, improve its integration, and manage its financial policy in a manner that is commensurate with the current ratings. Deterioration in credit metrics caused by a change in financial policy and/or difficulties in its end markets, caused by more negative coronavirus-related disruptions, for example, could lead the ratings to be downgraded. On the other hand, continued strong credit metrics, together with significant improvements in the Company's business profile, could lead to positive rating action. Notes: All figures are in Canadian dollars unless otherwise noted. LAMIL DIESEL: Seeks to Hire Eric A. Liepins as Counsel ------------------------------------------------------ Lamil Diesel Services, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, P.C., as counsel to the Debtor. Lamil Diesel requires Eric A. Liepins to provide legal services and represent the Debtor in the Chapter 11 proceedings. Eric A. Liepins will be paid at these hourly rates: Attorneys $275 Paralegals $30 to $50 Eric A. Liepins received from the Debtor a retainer in the amount of $5,000, plus $1,717 filing fee. Eric A. Liepins will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric A. Liepins, a partner of Eric A. Liepins, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Eric A. Liepins can be reached at: Eric Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 About Lamil Diesel Services Lamil Diesel Services, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 20-31364) on May 5, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C. LAS CUMBRES: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The Office of the U.S. Trustee on May 12, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Las Cumbres, LLC. About Las Cumbres Las Cumbres, LLC, filed its voluntary petition for relief under Chapter 11 (Bankr. W.D. Mo. Case No. 20-40423) on Feb. 28, 2020, listing under $1 million in both assets and liabilities. Judge Cynthia A. Norton oversees the case. Aunna L. Peoples, Esq., at Peoples Law Office, LLC, is the Debtor's legal counsel. LAWRENCE GENERAL HOSPITAL: S&P Lowers Revenue Bond Rating to 'B' ---------------------------------------------------------------- S&P Global Ratings lowered its rating on Massachusetts Development Finance Agency's revenue bonds issued for Lawrence General Hospital (LGH) to 'B' from 'BB', and removed the rating from CreditWatch, where it was placed with negative implications Feb. 11, 2020. The outlook is negative. The downgrade reflects LGH's significantly weakened liquidity position that remains vulnerable, with only 44.2 days' cash on hand for the interim period ended March 31, 2020. The downgrade also reflects LGH's continued operating losses due to structural challenges and significant financial uncertainty in light of disruptions from COVID-19 and the halt of many elective procedures. S&P notes that the pandemic has exacerbated an already tenuous financial situation for LGH, and the rating agency expects that there could be a prolonged reactivation period given the outbreak of COVID-19 in the region. S&P expect a loss for fiscal 2020 but believe that it will be somewhat offset with federal and state grants. S&P had placed the rating on CreditWatch due to its view of potential credit deterioration at the hospital. "The rating reflects LGH's highly vulnerable financial profile that is characterized by persistent operating losses at the system level in fiscal years 2015-2019, and through the interim period ended March 31, 2020," said S&P Global Ratings credit analyst Anne Cosgrove. S&P also expects a significant loss for fiscal 2020 due to COVID-19 challenges, which exacerbates an already weak financial position at LGH. The negative outlook reflects a one-in-three chance S&P could lower the rating during the outlook period. The negative outlook reflects S&P's expectation that LGH will continue to face significant operating and cash flow challenges over the near term due to COVID-19 and related recessionary pressures. S&P expects LGH could potentially violate its debt service coverage ratio covenant at the end of fiscal 2020, and the rating agency will continue to monitor developments related to this. The negative outlook also reflects the significant uncertainty related to LGH's current and future liquidity position, and the ability to meet debt service obligations after July 2020. S&P views LGH's social risk as in line with peers; however, there is a higher reliance on governmental payers at 68.3% of net revenues. This is comprised of a high percentage of Medicaid at 24.1%, and Medicare at 43.4% of net revenues. This contributes to LGH's highly vulnerable financial profile. S&P believes that this could be exacerbated in a recessionary environment. The core mission of health care facilities is protecting the health and safety of communities, which is further evidenced by responsibilities to serve the surge in patient demand resulting from the COVID-19 pandemic. S&P believes this exposes LGH and its peers to additional social risks that could present financial pressure in the short term, particularly if revenues and federal and state support are insufficient to cover the increased equipment and personnel costs, as well as the cash flow challenges resulting from the deferrals of non-emergent visits and procedures. Finally, S&P believes environmental and governance risks are in line with the rating agency's view of the industry as a whole. S&P could consider a lower rating within the next year if LGH's liquidity weakens further or if the hospital has challenges making timely payments under its financial obligations. In addition, S&P could lower the rating if LGH triggers an event of default under its Master Trust Indenture covenants and there is no relief obtained. LGH's trend in underlying operating performance will be an important factor in determining future rating movement. S&P believes a higher rating is unlikely over the outlook period given the hospital's diminished financial position and COVID-19-related uncertainty, but the rating agency could revise the outlook to stable if LGH is able to improve its reserve position, excluding temporary advancements from payers, and improve its financial operations by moderating its losses. LESBRAN GROUP: Seeks to Hire Horizon Village as Appraiser --------------------------------------------------------- Lesbran Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Horizon Village Appraisal. Horizon Village will conduct an appraisal of Debtor's property located at 621 N. Eastern Ave., Las Vegas, and will prepare an appraisal report. The firm charges $2,000 for every appraisal report. Horizon Village does not have an interest materially adverse to the interest of Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Glenn Joseph Rigdon Horizon Village Appraisal 745 Descartes Avenue Henderson, NV 89002 Phone: (702) 568-6699 Fax: (877) 568-6699 About Lesbran Group Lesbran Group, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 20-11294) on March 5, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. Judge August B. Landis oversees the case. The Debtor tapped Thomas E. Crowe Professional Law Corporation as its legal counsel. LITTLE JOHN'S ANTIQUE: Hires Coldwell Banker as Real Estate Agent ----------------------------------------------------------------- Little John's Antique Arms, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Coldwell Banker, as real estate agent to the Debtor. Little John's Antique requires Coldwell Banker to market and sell the Debtor's real property located at 31602 Crystal Sands Drive, Laguna Niguel, CA. Coldwell Banker will be a commission of 5% of the purchase price. Clarence Yoshikane, partner of Coldwell Banker, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Coldwell Banker can be reached at: Clarence Yoshikane COLDWELL BANKER 840 Newport Center Drive, Suite 100 New Port, CA 92660 Tel: (714) 606-5765 About Little John's Antique Arms Little John's Antique Arms, Inc. -- http://littlejohnsauctionservice.net/-- is a family owned antique and modern arms auction company. Little John's Antique Arms, Inc., based in Orange, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11026) on March 24, 2020. In the petition signed by John Gangel, president, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Erithe A. Smith oversees the case. Richard A. Marshack, Esq., at Marshack Hays LLP, serves as bankruptcy counsel to the Debtor. LJF TRUCKING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: LJF Trucking, Inc. 1223 Parks Road Irvona, PA 16656 Business Description: LJF Trucking Inc. is a trucking company in Pennsylvania. Chapter 11 Petition Date: May 15, 2020 Court: United States Bankruptcy Court Western District of Pennsylvania Case No.: 20-10353 Debtor's Counsel: David K. Rudov, Esq. RUDOVLAW 437 Grant St. Suite 1806 Pittsburgh, PA 15219 Tel: 412-223-5030 E-mail: david@rudovlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Leo C. Frailey, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/hyH4Ag A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/nJPapY LOOKOUT RIDGE: Says Negotiations with Homebuilders Still Ongoing ---------------------------------------------------------------- Lookout Ridge, LLC, filed the First Amended Disclosure Statement for Plan of Reorganization dated May 1, 2020. On June 15, 2016, the Debtor executed a promissory note in favor of Agrow Credit Corporation (Agrow) in the amount of $2,250,000 (the Agrow Note). The Agrow Note, which bears at an interest rate of 3.75% over the WSJ prime rate has an original maturity date of June 1, 2026. The Agrow Note is secured by a Deed of Trust recorded in the official records of Williamson County, Texas. The Agrow Note is guaranteed by Gregory Hall, the equity owner of the Debtor. As of the Petition Date, Agrow claims to be owed over $2,050,000, consisting of $1,958,722 in principal, $75,390 in interest and the balance in late charges and expenses of collection. As of the Petition Date, ESI claims to be owed over $810,000, consisting of $750,000 in principal, $52,562 in interest, $453.12 in late fees, and $7,663 in interest. Both the Agrow Note and ESI note bear post-default interest rates of 18% per annum. Immediately prior to filing, Debtor had received a signed contract from Trendsetter Homes to purchase 72.8 acres of the Debtor's 107.76 acres, for approximately $7.897 million, but ESI refused to postpone its scheduled foreclosure sale, and so Debtor did not execute and submit the contract to the title company. After the bankruptcy filing, the homebuilder chose not to go forward with the purchase. On April 15, 2020, Meritage Homes entered into a letter of intent (LOI) with the Debtor to purchase 72.8 acres for $5,601,900. As is customary with sales agreements with homebuilders, the LOI contains a longer term feasibility period (120 days) Entitlement Periods (an additional 120 days). The reason for the longer periods is that the buyer must invest substantial capital to prepare surveys, environmental reports, applications, entitlement documents, use permits, traffic impact analysis, civil and construction drawings and obtain from the City of Georgetown annexation, zoning changes, off-site utilities, and preliminary plan approval. The parties then negotiated all the material terms of an asset purchase agreement, other than items relating to development costs projections. Then Meritage Homes advised the Debtor that it was suspending its acquisition plans until is has more clarity on the impact of the COVID19 virus and the re-opening of the economy. The Debtor's broker is in negotiations with at least two other homebuilders. If the Debtor is unable to close sufficient sales of its property within 18 months of the Effective Date of the Plan to pay the allowed claims of the secured creditors in full, the Secured Creditors can elect to take title to so much of the property to pay their allowed claims in full, at a value to be determined by the Bankruptcy Court, if the parties cannot agree. The Debtor will remain as co-borrower of the Romspen note. The forbearance agreement and the terms of the Plan in the Longhorn Junction and SCW bankruptcy case (Bankr. W.D. Tex. (Case No. 19-10883)) (the LHJ/SCW Plan) shall remain in full force and effect. In the event that: (1) Debtor is not entitled to a release under the Romspen Loan Agreement, (2) the forbearance agreement terminates under the LHJ/SCW Plan terminates, and (2) there is a deficiency after Romspen conducts a foreclosure sale of its collateral, Debtor will pay Romspen the net proceeds of sale of its property, after payment of Administrative Claims, the Allowed Claims of the Secured Creditors, and reasonable and necessary closing costs. A full-text copy of the First Amended Disclosure Statement dated May 1, 2020, is available at https://tinyurl.com/y7jup3jp from PacerMonitor at no charge. Attorneys for Lookout Ridge: Herbert C. Shelton HAJJAR PETERS LLP 3144 Bee Caves Rd Austin, Texas 78746 Tel: 512.637.4956 Fax: 512.637.4958 E-mail: cshelton@legalstrategy.com About Lookout Ridge Lookout Ridge, LLC, is primarily engaged in renting and leasing real estate properties. Lookout Ridge filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-10039) on Jan. 7, 2020. In the petition signed by Drew Hall, company representative, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. Ron Satija, Esq., at Hajjar Peters LLP, is the Debtor's legal counsel. LST EXPRESS: Seeks to Hire Jason A. Burgess as Counsel ------------------------------------------------------ LST Express Inc. seeks authority from the US Bankruptcy Court for the Middle District of Florida to hire the Law Offices of Jason A. Burgess, LLC, as its counsel. The professional services that Jason A. Burgess will render are: a. give advice to the Debtor with respect to its powers and duties as debtor-in-possession and the continued management of its business; b. advise the Debtor with respect to its responsibilities in complying with the US Trustee's Operating Guidelines and Reporting Requirements and with the Local Rules of this Court; c. prepare motions, pleadings, orders, applications, disclosure statements, plans of reorganization, commence adversary proceedings, and prepare other such legal documents necessary in the administration of this case; d. protect the interest of the Debtor in all matters pending before the Court; and e. represent the Debtor in negotiations with their creditors and in preparation of the disclosure statement and plan of reorganization. Jason A. Burgess, Esq. agreed to a minimum fee for representation of $6,217. Mr. Burgess does not represent any interest adverse to the Debtor, according to court filings. The counsel can be reached through: Jason A. Burgess, Esq. The Law Offices of Jason A. Burgess, LLC 1855 Mayport Road Atlantic Beach, FL 32233 Phone: (904) 372-4791 Fax: (904) 372-4994 About LST Express Inc. Based in Jacksonville, Florida, LST Express Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01326) on April 21, 2020, listing under $1 million in both assets and liabilities. Jason A. Burgess, Esq., at THE LAW OFFICES OF JASON A. BURGESS, LLC, represents the Debtor as counsel. LTMT INC: Unsecured Creditors to Recover 10% of Claims ------------------------------------------------------ LTMT, Inc., filed an Amended Disclosure Statement describing its Plan of Reorganization. The Debtor's Plan provides for payment of $5,058 in installment payments to general unsecured creditors, to be divided among general unsecured creditors pro rata. This amount will be paid over a five-year period, with payments of $252.90 per quarter. General unsecured claims to be paid over time total $50,580. General unsecured creditors will receive a distribution of 10% on their allowed claims. The Plan provides for the deposit of the $252.90 quarterly payment to a distribution account by monthly deposits of $84.33 per month. The Debtor will pay the $252.90 quarterly payment, divided pro rata among holders of allowed secured claims, each quarter, until the end of the five-year term of the Plan. The Debtor will distribute the amount in the distribution account each quarter immediately upon availability of the funds in the distribution account. The Debtor will pay the priority claim of the Internal Revenue Service, in the amount of $558.9, in full, on the first day of the calendar quarter after the Effective Date of the Plan. The remaining balance of the Internal Revenue Service claim, in the amount of $1,096, is a general unsecured claim and will be paid a 10% distribution, in the amount of $109.6, at the same time as payment of the priority claim of this creditor. The Debtor will pay the secured claim of Commercial Fleet Capital, secured by three trailers, in the amount of $49,431, with interest at 8% per annum, over four years, in monthly payments of $1,207 per month. The Debtor will pay the secured claim of JX Financial, Inc., secured by one tractor, in the amount of $19,245, with interest at 8% per annum, over three years, in monthly payments of $603 per month. All funds for the payment of Class III and Class IV Secured Claims, and Class V Unsecured Claims, shall be obtained from the business income of the Debtor over a period of five years. A full-text copy of the Amended Disclosure Statement dated April 27, 2020, is available at https://tinyurl.com/y7c8zwpq from PacerMonitor.com at no charge. The Debtor's attorney: David P. Lloyd 615B S. LaGrange Rd. LaGrange IL 60525 708-937-1264 Fax: 708-937-1265 About LTMT Inc. LTMT, Inc., is wholly owned and operated by its president, Lorenzo Terrazas. Mr. Terrazas started the company with one truck on May 17, 2013. The company obtained a regular and stable hauling contract for Sterling Lumber and increased its business to the extent that it acquired three more trucks, for a total of four trucks. In November, 2018, new management at Sterling Lumber declined to extend the contract, and compelled the debtor to bid for each load; as a result, the debtor lost most of its revenue. The Debtor began hauling for other contractors, but on a less regular basis, and its customers frequently delayed payment of invoices. In May, 2019, the Debtor attempted to shift its business to long-haul trucking, buying two sleeper trucks for this business, but this solution did not succeed and the Debtor had to surrender the two new trucks; the Debtor surrendered one trailer immediately prior to the filing of this case, to further reduce expenses. The Chapter 11 case is In re LTMT, Inc. (Bankr. N.D. Ill. Case No. 19-31890). Judge Jack B. Schmetterer oversees the case. The Debtor is represented by counsel, David P. Lloyd. LUX TEMPLUM: Case Summary & 4 Unsecured Creditors ------------------------------------------------- Debtor: Lux Templum, LLC 1499 Blake Street, Apt. 4L Denver, CO 80202 Business Description: Lux Templum, LLC -- https://www.luxtemplum.com/ -- provides support activities for crop production. The Company offers processing and sales facilitation and consulting and management services to the hemp industry. Lux Templum works with companies, governments and capital allocators around the world to help foster a thorough understanding of the hemp industry and how they may choose to participate in it. Chapter 11 Petition Date: May 15, 2020 Court: United States Bankruptcy Court District of Colorado Case No.: 20-13360 Judge: Hon. Michael E. Romero Debtor's Counsel: Robert J. Shilliday III, Esq. SHILLIDAY LAW, P.C. 730 17th Street, Suite 340 Denver, CO 80202 Tel: 720-439-2500 E-mail: rjs@shillidaylaw.com Total Assets: $421,985 Total Liabilities: $2,804,713 The petition was signed by John Lawrence, chief financial officer. A copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/L4lStQ MALIBU CALIFORNIA: PCO Hires Resnik Hayes as Bankruptcy Counsel --------------------------------------------------------------- Timothy J. Stacy, DNP, ACNP-BC, the Patient Care Ombudsman of Malibu California Model Drug Treatment Center, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to retain Resnik Hayes Moradi LLP as his bankruptcy counsel. The PCO requires the assistance of Resnik Hayes to adequately and efficiently discharge his duties, to understand the scope of his duties as well as the activities and events of the case which are relevant to performing such duties, analyzing, drafting and filing his reports and other documents in the Debtor's case, and with regard to discussions, negotiations, meetings or Court hearings that relate to his duties as the PCO. Resnik Hayes will bill its time for its representation of the PCO on an hourly basis in accordance with its standard hourly billing rates. Resnik Hayes does not hold or represent any interest adverse to the Debtor or the Debtor's estate, and is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Roksana D, Moradi-Brovia, Esq. RESNIK HAYES MORADI LLP 17609 Ventura Blvd, Suite 314 Encino, CA 91316 Phone: 818-783-6251 Fax: 818-783-6253 About Malibu California Model Drug Treatment Center, Inc. Malibu California Model Drug Treatment Center, Inc., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 20-10677) on March 23, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Michael H. Raichelson, Esq., at Michael H. Raichelson. MARATHON PETROLEUM: Egan-Jones Cuts Senior Unsecured Ratings to BB ------------------------------------------------------------------ Egan-Jones Ratings Company, on May 4, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Marathon Petroleum Corporation to BB from BB+. Headquartered in Findlay, Ohio, Marathon Petroleum Corporation operates as a crude oil refining company. MARIZYME INC: Incurs $471K Net Loss in First Quarter ---------------------------------------------------- Marizyme, Inc. reported a net loss and comprehensive loss of $471,370 on $0 of total revenue for the three months ended March 31, 2020, compared to a net loss and comprehensive loss of $50,261 on $0 of total revenue for the three months ended March 31, 2019. As of March 31, 2020, the Company had $28.61 million in total assets, $395,500 in total liabilities, and $28.22 million in total stockholders' equity. At March 31, 2020, the Company had $60 in cash, compared to $90 at Dec. 31, 2019. At March 31, 2020, the Company's accumulated stockholders' deficit was $31,451,951 compared to $30,980,581 at Dec. 31, 2019. The Company said there is substantial doubt as to its ability to continue as a going concern. The Company's cash flow depended on the timely and successful market entry of its strategic offerings. Future cash flows from software products and services are expected to be very small as the company changed its strategic focus to life sciences and biotechnology. A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/KbcSBn About Marizyme Headquartered in Fort Collins, Colorado, Marizyme, Inc. -- http://www.marizyme.com/-- is a development-stage company dedicated to the commercialization of therapies that address the urgent need relating to higher mortality and costs in the acute care space. Specifically, Marizyme will focus its efforts on developing treatments for disease caused by thrombus (stroke, acute myocardial infarctions, or AMIs, and deep vein thrombosis, or DVTs), infections and pain/neurological conditions. Marizyme reported a net loss and comprehensive loss of $1.06 million for the year ended Dec. 31, 2019, compared to a net loss and comprehensive loss of $248,743 for the year ended Dec. 31, 2018. K. R. Margetson Ltd., in Vancouver, Canada, the Company's auditor since 2007, issued a "going concern" qualification in its report dated April 14, 2020 citing that the Company has incurred operating losses since inception, which raises substantial doubt about its ability to continue as a going concern. MATCH GROUP: S&P Affirms 'BB' ICR; Outlook Negative --------------------------------------------------- S&P Global Ratings affirmed all of its ratings on Dallas-based Match Group Inc., including its 'BB' issuer credit rating; its 'BBB-' issue-level rating, with a '1' recovery rating, on Match's secured term loan; and its 'BB' issue-level rating, with a '3' recovery rating, on the company's senior unsecured notes. In addition, S&P is assigning a 'BB' issue-level rating and '3' recovery rating to Match's proposed $500 million senior notes, the same as its existing senior unsecured notes. Despite COVID-19, debt repayment through solid free cash flow generation and EBITDA growth will enable the company to reduce its debt leverage. "The rating affirmation reflects our expectation that despite the negative impact on the business from COVID-19, we expect Match will reduce its leverage below our 4x downgrade trigger for the rating from the pro forma leverage of about 4.7x following the split from IAC because Match will prioritize debt repayment from its discretionary cash flows. However, the negative outlook reflects the company's dependence on continued revenue growth and cash flow generation within the next 12 months; as a result, the pace of deleveraging is somewhat vulnerable to further pressure from COVID-19, the weak economic outlook, and ongoing competition," S&P said. S&P expects demand for online dating apps will hold as social distancing and lockdown orders limit other dating alternatives. S&P expects the COVID-19 pandemic and the weak economic outlook will slow Match's growth, but the rating agency expects subscription revenue from the company's online social offerings will continue to grow. Despite challenges in the first quarter of 2020 from the worldwide outbreak of the pandemic, revenue grew 17% as the company's subscription revenue more than offset lower new subscriber growth and a la carte purchases. S&P expects to see a more pronounced impact in the third quarter of 2020 absent an improvement in the second quarter due to the delayed impact of subscription revenue and typical cancelation rates. "We believe the company will maintain a prudent financial policy. We view the spin-off by IAC as a decisive factor for Match's financial policy, which we expect will exhibit a higher level of stability and predictability, given the absence of a controlling shareholder. Previously, Match used most of its free operating cash flow for share repurchases, cash distributions investments, and acquisitions. While we expect investments and acquisitions will continue to be part of the company's future capital allocation, we expect cash distribution and share repurchases will be minimal until the company approaches its leverage target of approximately 3x after the spin-off," S&P said. The negative outlook reflects the risk that Match would be unable to lower leverage below 4x in line with S&P's expectations, 12 months after the closing, due to the negative impact on subscriptions from COVID-19 or operating missteps that cause its revenue growth to slow or costs to increase above the rating agency's expectation. "We could lower the rating if leverage remained above 4x for 12 months following the closing of the IAC transaction, due to the impact of COVID-19 or a weak economy after the pandemic. In addition, we could also downgrade the company if, contrary to our expectations, Match prioritized a more aggressive financial policy and pursued significant debt-funded acquisitions or share repurchases rather than debt reduction after the transaction," S&P said. "We could revise the outlook to stable once the company made meaningful progress in reducing its leverage toward 4x, with free operating cash flow to debt over 15%, through a combination of debt reduction and EBITDA growth," the rating agency said. MEDCARE PEDIATRIC: Gets Insurance Premium Financing from IPFS ------------------------------------------------------------- MedCare Pediatric Group, LP and debtor subsidiaries sought and obtained permission from Judge Jeffrey Norman to enter into a premium finance agreement with IPFS Corporation to be able to renew their professional liability and commercial liability insurance policies. Pursuant to the order, the Debtors may grant IPFS a first priority security interest in the policies, including (i) all money that is or may become due under the agreement due to a loss under the policies resulting in the reduction of unearned premiums, (ii) any return of premiums or unearned premiums under the policies, and (iii) any dividends that may become due the Debtors in connection with the policies. The document from Court dockets did not disclose the amount financed. About MedCare Pediatric Group MedCare Pediatric Group, LP and its subsidiaries provide a variety of pediatric services to families. MedCare Pediatric Group is the parent entity that provides administrative and executive services such as IT, human resources and finance for each of the MedCare entities. On March 1, 2020, MedCare Pediatric Group and subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-31417). At the time of the filing, MedCare Pediatric Group had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge Jeffrey P. Norman oversees the cases. Wauson & Probus is the Debtors' legal counsel. MEDNAX INC: Moody's Alters Outlook on B1 CFR to Negative -------------------------------------------------------- Moody's Investors Service changed MEDNAX, Inc.'s outlook to negative from stable. At the same time, Moody's affirmed the company's B1 Corporate Family Rating, the B1-PD Probability of Default Rating and the B1 ratings on its unsecured bonds due in 2023 and 2027. There is no change to the company's SGL-2 Speculative Grade Liquidity Rating. The change of outlook to negative follows the company's announcement that it sold its American Anesthesiology business to North American Partners in Anesthesia. This business generated revenue of approximately $1.2 billion in 2019, or about 35% of the company's $3.6 billion total revenue. MEDNAX received $50 million in cash and could receive a future contingent payment of up to $250 million based on the success of NAPA. The company will also retain net accounts receivable of the divested business, estimated to be approximately $110 million as of March 31, 2020. The transaction will result in a loss of scale and business diversity for MEDNAX. Further, the divestiture is leveraging in nature, given the loss of about 20% of 2019 EBITDA with little offsetting debt repayment. The negative outlook reflects the increased likelihood that the company will operate with debt/EBITDA above 5.0 times even after the pandemic crisis ebbs, absent meaningful debt repayment. The affirmation of the company's B1 CFR reflects the company's good liquidity and Moody's expectation that the company has reduced its vulnerability to the COVID-19 outbreak as a result of the sale of its anesthesia business. The anesthesiology business will be one of the physician specialties that is most impacted by the pandemic, due to the deferral and cancellation of non-emergent medical procedures. MEDNAX estimates future cash losses in the anesthesiology business would be at least $150 to $250 million due to the impact of the pandemic. The anesthesiology business also has lower margins than the company's core business, which focuses on maternal and fetal health. Ratings Affirmed: Issuer: MEDNAX, Inc. Corporate Family Rating at B1 Probability of Default Rating at B1-PD $750 million unsecured global notes maturing 2023 at B1 (LGD4) $1.0 billion unsecured global notes maturing 2027 at B1 (LGD4) Outlook Action: Issuer: MEDNAX, Inc. Outlook changed to negative from stable RATINGS RATIONALE MEDNAX's B1 Corporate Family Rating reflects the company's moderately high leverage which will likely remain above 5.0 times in the next 12-18 months. The company also has exposure to an evolving reimbursement and regulatory environment. Moody's expects further pressure on profitability stemming from the company's dispute with UnitedHealth Group Incorporated (A3 long-term issuer rating). The B1 is supported by the company's strong market position in women's and children's health, good customer diversity, favorable healthcare services outsourcing market trends and good liquidity. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. In addition, as a provider of physician staffing services, MEDNAX faces significant social risk. Several legislative proposals have been introduced in the US Congress that aim to eliminate or reduce the impact of surprise medical bills. Surprise medical bills are received by insured patients who receive care from providers outside of their insurance networks, usually in emergency situations. As a publicly-traded company, MEDNAX is subject to rigorous governance standards in terms of transparency, disclosures, management's effectiveness, accountability and compliance. The company's SGL-2 Speculative Grade Liquidity rating remains unchanged. The SGL-2 rating is supported by $312 million of cash and approximately $531.5 million availability under its amended revolver at the end of March 2020. Moody's believes that MEDNAX will have sufficient liquidity to cover all its fixed costs ($120-$130 million annual interest payment and $20-25 million CAPEX) in the next 12 months under most coronavirus scenarios with available liquidity at hand. The company could experience negative free cash flow in one or two upcoming quarters. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if MEDNAX faces continued reimbursement, volume, or payor mix pressures that will weaken operating performance. Quantitatively, ratings could be downgraded if Moody's determines that the company's debt/EBITDA will be sustained above 5.0 times. An upgrade in the near term is unlikely. Over the longer-term, the ratings could be upgraded if MEDNAX effectively executes its plan to reduce its costs to improve profitability. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below 4.0 times. Based in Sunrise, FL, MEDNAX, Inc. is a leading provider of physician services including newborn, maternal-fetal, radiology and teleradiology, pediatric cardiology and other pediatric subspecialty services. The company's 2019 pro forma revenues excluding the American Anesthesiology business was approximately $2.3 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. METHANEX CORP: Egan-Jones Cuts Sr. Unsecured Debt Ratings to BB- ---------------------------------------------------------------- Egan-Jones Ratings Company, on May 6, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Methanex Corporation to BB- from BB. Headquartered in Vancouver, British Columbia, Canada, Methanex Corporation produces and markets methanol. MOST CHOICE: Seeks to Hire Lawrence J Beardsley as Accountant ------------------------------------------------------------- Most Choice Healthcare, LLC, seeks authority from the US Bankruptcy Court for the Western District of Texas to employ Lawrence J Beardsley CPA, Inc. as its accountant. Most Choice requires the accountant to provide regular, ongoing accounting, auditing and tax return preparation services and prepare monthly operating reports. The firm's usual rates are: Monthly Accounting Services $855 Form 941 Quarterly Payroll Tax Reports $150 TWC Quarterly Payroll Tax Reports $150 Monthly Operating Reports $250 2019 Year End Medicaid Cost Report $2100 The Debtor will pay it a retainer in the amount of $2250 to cover the preparation of the 2019 Year End Medicaid Cost Report and the First Quarter 2020 Form 941 Payroll Tax Report. The Debtor will thereafter pay Lawrence J Beardsley CPA, Inc. a monthly retainer of $2000 each as needed to cover its services going forward. The accountant can be reached through: Lawrence J Beardsley, CPA Lawrence J Beardsley CPA, Inc. 1301 S. Bowen Road, Suite 435 Arlington, TX 76013 Tel: 817-469-6800 Fax: 817-469-6802 About Most Choice Healthcare Most Choice Healthcare, LLC sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-50736) on April 3, 2020, listing under $1 million in both assets and liabilities. The Debtor is represented by the Law Office of David T. Cain. NORTHERN DYNASTY: Alaska's Pebble Project Approaches Key Milestone ------------------------------------------------------------------ Northern Dynasty Minerals Ltd. reports that, though fewer than 400 cases of COVID-19 have been diagnosed in Alaska, placing it among the lowest states in the country on an absolute and per capita basis, the economic impact of the global pandemic on the largest US state are both severe and ongoing. As a result of COVID-19 and an unprecedented worldwide collapse of oil prices, almost 20% of Alaska's workforce - some 62,000 people in a state of less than 750,000 - have active or pending unemployment claims. Some economists forecast 50,000 Alaska job losses this year. Meanwhile, with average oil prices languishing in the low $20/barrel range through April and May – less than a third of the price required to balance the state budget – Alaska is entering its sixth consecutive year of deficit spending. The state has virtually depleted the substantial budget reserves it built up over decades of high oil prices, and is now faced with generating new sources of revenue, introduction of personal income or other taxes, and/or vastly reducing future capital and operating expenditures. "Certainly, many expect North America's oil and gas sector will be challenged to generate significant investment in new production in the years ahead, and Alaska's tourism sector has also been severely impacted by COVID-19," said Northern Dynasty President & CEO Ron Thiessen. "The minerals sector, on the other hand, has a much stronger outlook - with prices for gold and precious metals surging in the near-term, and the medium-term view for copper and base metals suggesting an extended runway for investment and growth." Thiessen said Alaska is well positioned to benefit from the anticipated resurgence of mineral commodity prices, and a corresponding increase in investment in mineral exploration and development. He noted Alaska recently rose to the #4 position among 76 jurisdictions ranked in the Fraser Institute's annual Survey of Mining Companies – 2019 (released February 2020) for overall 'Investment Attractiveness' – in part, due to the rise of resource nationalism and other threats to foreign investment in developing countries, and the strong commitment to the 'rule of law' in Alaska the United States. Alaska is home to several large-scale and late-stage development projects. These include: Northern Dynasty's 100%-owned Pebble Project, expected to receive a Final Environmental Impact Statement (EIS) and Record of Decision (ROD) from the US Army Corps of Engineers in mid-2020; the Donlin Gold Project in southwest Alaska, owned jointly by Barrick and Novagold, which received its Final EIS and ROD in 2018 and is currently advancing through state permitting; and, several promising mineral prospects in northwest Alaska's Upper Kobuk mining district, held in joint venture by Trilogy Metals and South32, to be served by the proposed Ambler Road currently being permitted by the Alaska Industrial Development & Export Authority (AIDEA). "As these and other development projects advance and come on line, the billions of dollars in capital and operating expenditures they generate and thousands of high-paying Alaska jobs they support will make mining an even larger contributor to the state's economy than it is today," Thiessen said, noting Alaska already benefits from five hardrock mines and one coal mining operation. "Alaska truly has one of the world's greatest mineral endowments. When you combine that with a skilled workforce, strong and experienced regulatory agencies, and a political leadership and citizenry that understands and values the important contributions that responsible resource development can make to a modern society, I believe Alaska has a unique opportunity to emerge in the next decade as one of the world's premier destinations for mining and mineral development." Thiessen said all of Alaska's hardrock mines are modern, long-life operations with exemplary records of environmental, social and financial performance, including high-levels of in-state employment and procurement. He cited the Red Dog mine, in particular – the largest zinc producer in the world, operated by Teck Resources on NANA Regional Corporation lands - as a project that generates hundreds of millions of dollars each year for distribution to the state's Native corporations, while drawing more than 55% of its workers from NANA's shareholder base. Thiessen said the Pebble Project is expected to support as many as 1,000 full-time, direct jobs during mine operations, with average compensation in excess of $100,000/year, and up to 2,000 indirect jobs in the broader Alaska economy. Every year, an operating Pebble mine would generate more than $400 million in in-state expenditures, and contribute some $66 million annually to state government coffers – including contributions to Alaska's Permanent Fund. During mine operations, the Pebble Project would also contribute an estimated $21 million each year in tax revenues to the Lake & Peninsula Borough, the regional jurisdiction in which the project resides. These funds, totaling some $420 million over 20 years of mining, would increase the borough's existing tax base and budget by 2 - 3x, and provide an opportunity for local government to vastly expand the health, education and other public services it provides in 17 rural villages in southwest Alaska. Given the significance of these benefits to the region and the state, and the long-term economic implications of COVID-19, Alaska's State government recently wrote to the US Army Corps' of Engineers urging the lead federal agency to continue its steady advancement of a Final EIS and ROD for the Pebble Project. The Draft EIS released last year, and a preliminary Final EIS circulated to cooperating agencies earlier this year, make clear that Pebble is a project of merit that will fully co-exist with clean water and healthy fisheries in southwest Alaska. The April 15, 2020 letter from Alaska Department of Natural Resources (DNR) Commissioner Corri Feige to US Army Corps of Engineers Alaska District Engineer Colonel Phillip Borders recognizes the new economic realities facing the state. It reads in part: "We strongly encourage you to adhere to your defined NEPA (National Environmental Policy Act) schedule. With economic impacts felt at the federal, state, and local levels from COVID-19 and the current oil prices, we should be doing everything in our authority and ability to keep projects of statewide importance moving forward. "The proposed Pebble Mine Project is important to Alaskans, as it will provide jobs, infrastructure, and revenues critical for local, regional, and statewide economies that are being significantly impacted by COVID-19. Keeping the Pebble Mine FEIS, Record of Decision, and associated required consultations, on their defined timelines will enhance the applicant's ability to initiate the state permitting process sooner." "I would like to reiterate that it is precisely due to our current situation why it is imperative for us to stay on task and on schedule, perhaps now more than ever. When we make it through this pandemic, we will need to be prepared to reenergize our economy, job force, and revenue streams. Keeping the Pebble Mine Project on time will be a huge step in that direction, benefitting our statewide economy. As a Cooperating Agency assisting the USACE with the FEIS, we look forward to continuing to work with you towards a timely completion." About Northern Dynasty Minerals Northern Dynasty -- http://www.northerndynastyminerals.com-- is a mineral exploration and development company based in Vancouver, Canada. Northern Dynasty's principal asset, owned through its wholly-owned Alaska-based US subsidiary Pebble Limited Partnership, is a 100% interest in a contiguous block of 2,402 mineral claims in southwest Alaska, including the Pebble deposit. The Company is listed on the Toronto Stock Exchange under the symbol "NDM" and on the NYSE American Exchange under the symbol "NAK". Northern Dynasty reported a net loss of C$69.19 million for the year ended Dec. 31, 2019, compared to a net loss of C$15.96 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $154.62 million in total assets, C$16.12 million in total liabilities, and C$138.50 million. Deloitte LLP, in Vancouver, Canada, the Company's auditor since 2009, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company incurred a consolidated net loss of $69 million during the year ended Dec. 31, 2019 and, as of that date, the Company had a working capital deficit of $0.2 million and the consolidated deficit was $556 million. These conditions, along with other matters, raise substantial doubt about its ability to continue as a going concern. NORTHERN DYNASTY: Completes C$7.25 Million Private Placement ------------------------------------------------------------ Northern Dynasty Minerals Ltd. has completed the private placement of 10,357,143 common shares of the Company at a price of C$0.70 per share for gross proceeds of approximately C$7.25 million. The issued shares are subject to applicable resale restrictions, including a four month hold under Canadian securities legislation. Combined aggregate proceeds from the public offering, announced earlier today, and the private placement are C$17.35 million. About Northern Dynasty Minerals Northern Dynasty -- http://www.northerndynastyminerals.com/-- is a mineral exploration and development company based in Vancouver, Canada. Northern Dynasty's principal asset, owned through its wholly-owned Alaska-based US subsidiary Pebble Limited Partnership, is a 100% interest in a contiguous block of 2,402 mineral claims in southwest Alaska, including the Pebble deposit. The Company is listed on the Toronto Stock Exchange under the symbol "NDM" and on the NYSE American Exchange under the symbol "NAK". Northern Dynasty reported a net loss of C$69.19 million for the year ended Dec. 31, 2019, compared to a net loss of C$15.96 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $154.62 million in total assets, C$16.12 million in total liabilities, and C$138.50 million. Deloitte LLP, in Vancouver, Canada, the Company's auditor since 2009, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company incurred a consolidated net loss of $69 million during the year ended Dec. 31, 2019 and, as of that date, the Company had a working capital deficit of $0.2 million and the consolidated deficit was $556 million. These conditions, along with other matters, raise substantial doubt about its ability to continue as a going concern. NORTHWEST FIBER: Moody's Assigns B2 CFR, Outlook Stable ------------------------------------------------------- Moody's Investors Service has assigned a first-time B2 corporate family rating and a B2-PD probability of default rating to Northwest Fiber, LLC, doing business as Ziply Fiber. Moody's has also assigned a B1 rating to the company's senior secured credit facilities, which consist of a $100 million five-year revolver (undrawn at close) and a $790.5 million seven-year term loan. The rating on the senior secured credit facilities reflect the loss absorption from $250 million of senior unsecured debt under a bridge facility (unrated) that the company expects to refinance with new senior unsecured debt in the near future. The outlook is stable. Northwest Fiber is a newly formed entity owned by WaveDivision Capital and Searchlight Capital Partners, L.P. to acquire the broadband communications infrastructure assets of Frontier Communications Corporation located in four Pacific Northwest states. The $1.041 billion of proceeds from the term loan and senior unsecured debt under a bridge facility, and an approximate $746 million equity investment from the Sponsors and management were used to finance the $1.25 billion acquisition of the Frontier assets (including customary purchase price adjustments), and approximately $420 million of cash to the balance sheet to pre-fund future capital investments, acquire WholeSAIL Networks, LLC, a provider of network, telecom and internet service in Washington state for $18 million, and for fees and expenses. The acquisition closed on May 1, 2020, with non-equity portions of the acquisition purchase price funded under a committed bridge facility. Assignments: Issuer: Northwest Fiber, LLC Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Senior Secured Bank Credit Facility, Assigned B1 (LGD3) Outlook Actions: Issuer: Northwest Fiber, LLC Outlook, Assigned Stable RATINGS RATIONALE Northwest Fiber's B2 CFR reflects governance considerations, specifically its expectation that the company's financial policy includes a significant capital investing strategy to gain market share through telecom infrastructure upgrades which Moody's expects will result in debt leverage increasing to a peak level of 4.2x or higher in 2021 on a Moody's adjusted basis. The company's credit profile also reflects its modest scale, secular pressures in legacy copper-based portions of its ILEC network as evidenced by multi-year declines in revenue due to voice and DSL customer attrition, and the presence of large-scale cable and telecom companies providing competitive services to residential and commercial customers across its markets. These weaknesses are offset by the expected higher population growth in Northwest Fiber's pacific northwest markets versus the US average and more compelling fiber overlay economics given the company's footprint concentration in relatively dense, high income suburbs. The company has an existing core fiber network that serves about 30% of premises out of about 1.7 million premises passed. Northwest Fiber plans to upgrade another nearly 900,000 premises to fiber (approximately 75% of the premises currently served by copper infrastructure). Of this nearly 900,000 to be upgraded premises, about 330,000 premises, or 20% of all premises, are located within 200 feet of Northwest Fiber's existing fiber network and available for fiber-to-the-premise upgrades with relatively short payback periods. Northwest Fiber also believes it can upgrade the remaining approximately 570,000 premises at attractive returns on invested capital. Northwest Fiber benefits from a management team with extensive experience operating broadband-centric businesses and building and upgrading fiber network infrastructure. In addition to achieving steady penetration growth through its pre-funded buildout activity, Northwest Fiber has the potential to improve upon previously undermanaged legacy fiber operations and raise low ARPUs and expand currently weak 28% broadband penetration levels to fair share levels of near 40% by 2026. Northwest Fiber's network is comprised of about 42,000 owned route miles and includes 8,900 fiber miles and 34,000 copper miles, as well as 130 network hub locations. The company's physical network locations include 208 central offices and over 1,100 remote site units. The company's four state-based markets -- Washington, Oregon, Idaho and Montana -- are interconnected through a multi-100 GB/s network utilizing owned and leased fiber connections. In about 95% of its markets, Northwest Fiber faces no more than one competitor comprised of either a cable or telecom operator. The company expects to be the only provider of FTTP broadband in its markets upon completion of its fiber buildout and upgrades. About 1/3rd of the company's capital spending over the next 5-6 years will be upgrade and expansion related, with around 50% tied to success-based FTTP customer installations. Any footprint expansion or tuck-in acquisitions would be contiguous to the existing footprint. The US telecom industry is expected to be more resilient than many sectors as the spread of the coronavirus outbreak widens and the global economic outlook deteriorates. Moody's does not anticipate accelerated voice demand declines above historical levels and expects solid demand for broadband data services in both residential and commercial end markets. Telecom and broadband network infrastructure have not suffered stresses with shifting and elevated demands in normal and peak daily usage periods during the crisis to date. If economic conditions remain weak for an extended period of time Northwest Fiber may face competitive difficulties growing its broadband penetration following fiber network overlays to portions of its existing ILEC footprint. Customer churn associated with missed service payments could ramp over time if any economic downturn is prolonged as well. Disruptions in supply chains could also impact customer premise and network equipment sourcing, but Moody's believes this would not likely appear as a negative development until the second half of 2020. Moody's will take rating actions as warranted to reflect the breadth and severity of the shock as it unfolds and potentially impacts Northwest Fiber's credit quality. Moody's expects Northwest Fiber to have good liquidity over the next 12 months. Following the transaction close, the company is expected to have an undrawn $100 million revolving credit facility and approximately $420 million cash on hand to pre-fund a two-year plan to overlay significant portions of an existing copper-based network with fiber. For 2020, Moody's forecasts Northwest Fiber generating negative free cash flow of about $100 million after accounting for high capital spending of about 50% of revenue. The revolver will contain a springing maximum first lien net leverage covenant of 5x to be tested when 35% or more of the revolver is outstanding at the end of each quarter. The stable outlook reflects Moody's view that Northwest Fiber has already undertaken significant actions to prepare for a likely successful separation of assets from Frontier, benefits from fully planned and pre-funded capital investing actions to upgrade networks, and that leverage (Moody's adjusted) will peak at slightly above 4x during an upfront-loaded buildout planned over the next two years. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS: Given the company's current competitive positioning and network upgrade execution risks, upward pressure is limited but could develop should Northwest Fiber's Moody's adjusted debt/EBITDA decrease to below 4x on a sustainable basis on the back of a successful implementation of the company's strategy to increase penetration across its existing footprint and grow EBITDA. An upgrade would also require the company to maintain a good liquidity profile. Downward pressure on the rating could arise should Moody's adjusted debt/EBITDA increase above 5x on a sustained basis or should the company's liquidity deteriorate or should execution of its growth strategy materially slow below budgeted expectations. Under its senior secured credit facilities Northwest Fiber will be permitted to increase its revolving facility or term facility or add one or more additional revolving or term loan credit facilities through an incremental facility which permits debt = $187.5 million (subject to growth as a percentage of EBITDA), plus additional amounts subject to a net first lien leverage ratio of 2.85x (netting capped = $50 million initially, and uncapped once $1 billion in cumulative capital expenditures have been made following closing) for pari passu debt. Collateral leakage is permitted, subject to available basket capacity, through the transfer of assets to unrestricted subsidiaries. There are no additional "blocker" provisions precluding the transfer of assets. Only wholly-owned subsidiaries must provide guarantees; partial dividends of ownership interests could jeopardize guarantees. Restricted payments from the cumulative credit are subject to pro forma total net leverage ratio = 4.15x and RP to any fund or fund affiliate from the cumulative credit basket or general RP basket are restricted for 15 months following the closing date. Those mentioned are proposed terms and the final terms of the senior facilities agreement can be materially different. The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Headquartered in Kirkland, Washington, Northwest Fiber operate a copper and fiber communications network, passing 1.7 million total premises consisting of residential premises, located mainly in high density markets in Washington, Oregon, Idaho and Montana as well as commercial premises, located primarily in Washington and Oregon. OCCIDENTAL PETROLEUM: Fitch Cuts LT IDR to BB-, On Watch Negative ----------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Rating of Occidental Petroleum Corp. to 'BB-' from 'BB+', downgraded its senior unsecured notes and revolver to 'BB-'/RR4 from 'BB+'/RR4, and maintained its Short-Term IDR and commercial paper ratings at 'B'. The ratings remain on Rating Watch Negative. The downgrade comes in the context of protracted low oil prices and little progress in asset sales needed to tackle the sizable maturity wall put in place to fund the Anadarko acquisition. With oil prices stuck below $30 WTI and the forward strip indicating a lower-for-longer recovery may be in place for some time, the prospects for incremental asset sales remain slow, even as near-term maturities loom ($7.4 billion due in 2021 including the 2036 zero coupons, $4.6 billion in 2022, and $1.2 billion in 2023). A significant portion of the 2021 maturities are due within one year or less. While OXY has undertaken several actions to boost organic FCF generation (cutting its dividend by 86% to conserve approximately $2.4 billion per year, cutting 2020 capex repeatedly and getting relief on cash payments for its preferreds), Fitch believes the company will still require external measures to address its maturity wall. The RWN reflects the heightened event risk that the company may undertake liability management exercises to address its capital structure to alleviate current constraints if low oil prices persist and additional asset sales are not closed in the near term. This could include the issuance of new secured or guaranteed debt, debt exchanges, or the issuance of equity or equity-like securities. In accordance with Fitch's policies, the issuer appealed and provided additional information to Fitch that resulted in a rating action that is different from the original rating committee outcome. KEY RATING DRIVERS Limited Traction on Asset Sales: The main driver of OXY's downgrade is the lack of traction to date on asset sales required to address its pending maturity wall. To date, the company sold $5.5 billion in assets to pay down debt. OXY's original target of over $15 billion in asset sales 12-24 months after closing appears unlikely absent a turnaround in oil pricing and fundamentals. Some of the assets on offer are less correlated to oil, including the Anadarko legacy land grant position (5 million acres across Wyoming, Utah and Colorado, consisting of 1 million surface acres and rights to 4 million subsurface acres), and other assets. OXY has given a new lower target of over $2 billion in near-term asset sales, which includes the land grant, but even this could be challenging given the severe macroeconomic turbulence linked to COVID-19. Higher Maturity Wall: OXY has a substantial maturity wall of $7.4 billion due in 2021, $4.6 billion in 2022 and another $1.2 billion in 2023. In terms of the 2021 maturities, a significant portion of these ($2.43 billion) is due in 1Q21, less than one year away. The $7.4 billion includes $992 million in 2036 zero-coupon notes (legacy Anadarko notes), given it is now economic for noteholders to put those notes back to the company in October. Lower Prices Increase Near-Term Leverage: In response to demand reductions associated with the pandemic shutdowns, Fitch lowered its base case WTI oil price deck to $32/barrel in 2020 and $42/barrel in 2021, before flipping back to $50/barrel in 2022 and $52/barrel in 2023. Lower oil prices, in conjunction with lower expected asset sales, have increased its estimates for OXY's leverage to 5.0x in 2020 and 3.4x in 2021. Note that for purposes of calculating leverage, Fitch assigns 50% equity credit for the $10 billion in Berkshire Hathaway 8% cumulative perpetual preferred stock based on the structural features of the notes as analyzed under Fitch's "Corporate Hybrids Treatment and Notching Criteria." Organic Measures to Defend Credit: In response to the collapse in oil prices, OXY announced several credit defensive measures, including an 86% reduction in its dividend, which will reduce dividend payments from $2.8 billion to just over $400 million on a run rate basis; multiple reductions in 2020 capex including the most recent cuts to the $2.4 billion- $2.6 billion level; and relief on cash payments for the company's $10 billion Berkshire preferred notes. In the near term, FCF is also helped by OXY's 2020 hedge position of approximately 350,000bpd of oil with a three-way collar, with realized prices equal to Brent plus $10 at $45 or lower. Fitch believes the company could shrink capex further should it chose this route. Deal Should Strengthen Long-Term Profile: To the degree the company gets past its financing issues, the acquisition should ultimately strengthen OXY's business and operational profile over the long term, assuming a recovery in oil prices. OXY's post-acquisition size has more than doubled to just under 1.4 million boepd and, on a pro forma basis, par with ConocoPhillips (A/Stable). Oxy is the largest producer in the Permian and DJ basins, and a top producer in the Gulf of Mexico. The ability to deploy OXY's technological, sub-surface and operational expertise to APC's holdings (particularly in the Permian) is expected to create significant value in a more normalized oil price environment by lowering unit costs. OXY has initiatives to capture an incremental $1.2 billion in SG&A and operating cost reductions. Integrated Producer: OXY enjoys modest but meaningful integration benefits through its chemicals segment (OxyChem), which has a top three position in most basic chemicals it produces in North America (chlorine, vinyl, PVC and caustic soda), and through its midstream segment (gas processing plants, pipelines, CO2 infrastructure, storage, power generation and gas marketing businesses). Chemicals in particular have historically contributed strong FCF given their limited reinvestment needs, which the company has been able to redeploy elsewhere. Diversification from non-E&P businesses has dropped on a percentage basis following the APC acquisition but remains a source of differentiation from other credits. DERIVATION SUMMARY Rating Derivation versus Peers: OXY's credit profile is mixed. OXY's rating is currently dominated by refinancing concerns given the looming maturity wall and difficulty in meeting its maturity schedule with organic cash flows even as the market for energy assets remains hobbled by high volatility. At the same time, the company has several long-term characteristics of a high-grade credit. In terms of size and scale, at just under 1.4 million boepd, it is among the largest independents, in line with ConocoPhillips (A/Stable), and is significantly larger than E&Ps such as Devon (BBB/Stable), Apache (BBB/Negative) and Marathon Oil (BBB/Negative). Upstream diversification is also above-average, given OXY's No. 1 position in the Permian and the DJ, No. 4 position in the GOM and upstream diversification in Middle Eastern countries, which remains a differentiating factor versus peers. Integration with chemicals and midstream also sets OXY apart from peers. No Country Ceiling, operating environment or parent-subsidiary-linkages affect the rating. KEY ASSUMPTIONS -- Base Case WTI oil price of $32/barrel in 2020, $42/barrel in 2021, $50/barrel in 2022 and $52/barrel in 2023 and the long term. -- Henry Hub natural gas prices of $1.85/mcf in 2020, $2.10/mcf in 2021, $2.25/mcf in 2022, and $2.50/mcf in 2023 and the long term. -- Capex of $2.6 billion in 2020, $5.1 billion in 2021, $5.3 billion in 2022 and $5.6 billion in 2023. -- In addition to existing maturity schedule, 90% of 2036 zero-coupon bonds assumed put to the company in October of this year. -- $200 million in asset sales in 2020 and $2.0 billion in 2021. -- Dividends of $1.6 billion in 2020, falling to just over $400 million in 2021 before rising across the forecast in line with a rising price deck. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Sustained recovery in oil prices. -- Asset sales or debt issuance sufficient in combination with FCF to allow for refinancing of maturity wall. -- Mid-cycle debt/EBITDA leverage at or below 3.8x. -- Mid-cycle FFO lease-adjusted leverage at or below 4.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Further sustained leg down in oil prices. -- Excess reliance on revolver for refinancing of maturity wall, especially if done without announced asset sales. -- Impairments to liquidity. -- Mid-cycle debt/EBITDA leverage above 4.0x. -- Mid-cycle FFO lease-adjusted leverage above 4.3x. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Tight Liquidity: Liquidity is very tight in the context of low oil prices, limited asset sales and a large maturity wall. Cash on hand at March 31, 2020 was $2.01 billion (excluding $242 million in restricted cash), and there was no draw on the company's committed $5.0 billion senior unsecured revolver (maturing January 2023) for total liquidity of $7.01 billion. The company has maturities of up to $992 million in October of this year, $6.4 billion in 2021, $4.7 billion in 2022 and an additional $1.2 billion due 2023. Fitch believes there is heightened risk the company may undertake liability management exercises to address its capital structure to alleviate current constraints if low oil prices persist and additional asset sales are not closed in the near term. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch has made no material adjustments that are not disclosed within the company's public filings. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS The highest level of ESG credit relevance, if present, is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity(ies), either due to their nature or to the way in which they are being managed by the entity(ies). OLB GROUP: Incurs $542K Net Loss in First Quarter ------------------------------------------------- The OLB Group, Inc. reported a net loss of $542,207 on $2.61 million of total revenue for the three months ended March 31, 2020, compared to a net loss of $406,945 on $2.59 million of total revenue for the three months ended March 31, 2019. As of March 31, 2020, the Company had $11.50 million in total assets, $14.76 million in total liabilities, and a total stockholders' deficit of $3.27 million. At March 31, 2020, the Company had cash of $434,533 and a working capital deficit of $1,644,401. As a result of the Company's operating cash flows and working capital needs during 2019, which required it to obtain loans from a related party, at March 31, 2020, the Company was not in compliance with certain financial covenants required by the Credit Agreement. "Further, in connection with the response to the COVID-19 pandemic in the United States, the Company has experienced certain disruptions to its business and has observed disruptions for the Company's customers and merchants which has resulted in a decline in transaction volume. While the volume of processing transactions by merchants in March was relatively in-line with the Company's expectations that the number of transactions during March would be below the prior year because states in the United States began to implement stay-at-home orders, the number of transactions and resulting revenue was approximately 15% lower in March than in February and 40% lower than March during the month of April. We estimate that the number of transactions will continue to stay at a depressed level or further decline from both the prior year and from the quarter ended March 31, 2020, along with revenues, until the response to the COVID-19 pandemic relaxes stay-at-home restrictions and allows customers to make more point of purchase transactions for merchants and/or more merchants provide for additional contactless and online purchase options. Based on this, the Company expects an overall decrease in revenue and cash flows from operations during the remainder of 2020. As a result of these factors, the Company determined it was necessary to take certain corporate actions in connection with its overall analysis to determine whether or not it has sufficient liquidity to continue as a going concern for a period of at least twelve months from the date its condensed consolidated financial statements were issued," OLB stated. A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/Ut70PR About OLB Group Headquartered in New York, The OLB Group, Inc. -- http://www.olb.com/-- is a commerce service provider that delivers fully outsourced private label shopping solutions to highly trafficked websites and retail locations. The Company provides end-to-end e-commerce, mobile and retail solutions to customers. These services include electronic payment processing, cloud-based multi-channel commerce platform solutions for small to medium-sized businesses and crowdfunding services. The Company is focused on providing these integrated business solutions to merchants throughout the United States through three wholly-owned subsidiaries, eVance, Inc., Omnisoft.io, Inc., and CrowdPay.us, Inc. OLB Group reported a net loss of $1.34 million for the year ended Dec. 31, 2019, compared to a net loss of $1.39 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $11.87 million in total assets, $14.67 million in total liabilities, and a total stockholders' deficit of $2.80 million. OLIN CORP: Moody's Rates $500MM Sr. Unsec. Notes 'Ba3' ------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Olin Corporation's proposed $500 million five-year senior unsecured notes. Proceeds will be used for general corporate purposes. All other ratings remain unchanged and the outlook remains negative. "Olin's proposed debt issuance will enhance cash balances in advance of a $490 million payment to Dow Chemical and an ability to redeem up to $1.2 billion of debt in late 2020," said Ben Nelson, Moody's Vice President -- Senior Credit Officer and lead analyst for Olin Corporation. Assignments: Issuer: Olin Corporation Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4) RATINGS RATIONALE The Ba2 CFR is principally constrained by the challenges associated with navigating a cyclical downturn and highly uncertain macroeconomic environment with a highly-leveraged balance sheet. Moody's expects that key credit measures will weaken in the coming quarters, including adjusted financial leverage rising above 6.0x (Debt/EBITDA). The rating also reflects exposure to the cyclical chlor-alkali industry and longer-term risks associated with ESG-related factors. The rating is supported by strong market positions, excellent cost position supported by access to low-cost energy, and an improved liquidity position following the second amendment to the company's credit agreement. The SGL-2 Speculative Grade Liquidity rating reflects expectations for cash consumption in 2020. The proposed issuance of $500 million in unsecured notes will enhance the company's cash position. Moody's expects cash consumption in 2020 followed by modestly positive free cash flow generation in 2021. Beyond macroeconomic and industry-level improvement anticipated starting in the second half of 2020 that should improve earnings generation, Olin will also benefit from new contracts and a reduction in capital spending. Management expects capital spending in the range of $250-270 million in 2020 with further reduction in 2021. The company also has access to an $800 million revolving credit facility and $500 million delayed draw term loan -- substantial sources of liquidity that should help the company navigate an uncertain economic environment and handle upcoming payments. The expected cushion of compliance under financial maintenance covenants is improved following the credit agreement amendment that shifts the company to a secured leverage ratio test and adjusts the existing interest coverage ratio test. Olin also has no meaningful debt maturities in 2020 or 2021. The Baa3 rating on the senior secured credit facilities reflects a first priority lien on working capital assets. The Ba3 ratings on the company's unsecured debt reflects contractual subordination to $1.3 billion of senior secured debt (undrawn as of 31 March 2020). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The negative outlook reflects expectations for credit metrics to move outside the rating category for at least the next few quarters combined with an uncertain macroeconomic outlook that reduces visibility to when credit metrics will be restored to levels more appropriate for the Ba2 CFR. Moody's could downgrade the rating with expectations for adjusted financial leverage sustained above 5 times (Debt/EBITDA), retained cash flow-to-debt (RCF/Debt) sustained below 8%, or a substantive deterioration in liquidity. Moody's could upgrade the rating with expectations for adjusted financial leverage sustained below 4 times and retained cash flow-to-debt above 12%. Environmental, social, and governance factors influence Olin's credit quality. The company is exposed to environmental and social issues typical for commodity chemicals companies, additional social risk related to the Winchester ammunition business, and governance-related risks related to debt-funded acquisitions, share repurchases, and proposed expansion of its board at the behest of an activist shareholder that collectively are heightened compared to many publicly-traded companies. Olin Corporation is a Clayton, Missouri-based manufacturer and distributor of commodity chemicals and a manufacturer of small caliber firearm ammunition. The company operates through three main segments: (i) Chlor Alkali Products and Vinyls whose primary products include chlorine and caustic soda, hydrochloric acid, vinyl chloride, sodium hypochlorite (bleach), and potassium hydroxide; (ii) Epoxy, which produces and sells a full range of epoxy materials, including allyl chloride, epichlorohydrin, liquid epoxy resins and downstream products such as converted epoxy resins and additives; and (iii) Winchester, whose primary focus is the manufacture and sale of small caliber, firearm sporting and military ammunition. In 2015, Olin acquired Dow's U.S. chlor-alkali, global epoxy and global chlorinated organics businesses (Dow's chlor-alkali business), significantly expanding the company's size and diversity. The principal methodology used in these ratings was Chemical Industry published in March 2019. OLIN CORP: S&P Rates New $500MM Senior Unsecured Notes 'BB-' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level and '4' recovery ratings to Olin Corp.'s proposed $500 million senior unsecured notes due 2025. The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 30%) recovery in the event of a payment default. S&P expects the company will use the net proceeds for general corporate purposes. S&P bases the rating on preliminary terms and conditions. S&P's 'BB-' issuer credit rating, negative outlook, and existing 'BB+' secured and 'BB-' unsecured issue-level ratings are unchanged. ONCE A DOG: Gets Approval to Hire Wolff & Orenstein as Counsel -------------------------------------------------------------- Once A Dog, Inc. received approval from the U.S. Bankruptcy Court for the District of Maryland to hire Wolff & Orenstein, LLC as its legal counsel. Wolff & Orenstein will represent Debtor in its Chapter 11 case and will be paid at these rates: Members $490 per hour Associate Attorneys $275 per hour Paralegal $200 per hour Office Assistants $125 per hour The Debtor has provided the law firm an initial retainer in the amount of $5,000. Michael Wolff, Esq., and Wolff & Orenstein have no interest adverse to Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Michael G. Wolff, Esq. Wolff & Orenstein, LLC 15245 Shady Grove Rd #465 Rockville, MD 20850 Phone: +1 301-250-7232 About Once A Dog Inc. Once A Dog, Inc.is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). On March 9, 2020, creditor Sidney Schiller filed an involuntary petition against Once A Dog under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 20-13102). The case is assigned to Judge Thomas J. Catliota. Wolff & Orenstein, LLC is Debtor's legal counsel. OWENS-ILLINOIS INC: Egan-Jones Lowers Sr. Unsecured Ratings to B ---------------------------------------------------------------- Egan-Jones Ratings Company, on May 5, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Owens-Illinois, Incorporated to B from B+. EJR also downgraded the rating on commercial paper issued by the Company to B from A3. Headquartered in Perrysburg, Ohio, Owens-Illinois, Inc. manufactures glass packaging products. The Company produces glass containers for malt beverages, including beer and ready-to-drink low-alcohol refreshers, liquor, wine, food, tea, juice, and pharmaceuticals. PLECTICA LLC: Has Final Nod on $250K Loan from Insider ------------------------------------------------------ Judge James L. Garrity, Jr., authorized Plectica LLC to borrow up to $250,000, on a final basis, from Adam Riggs, manager and majority member of the Debtor. The Debtor has previously obtained from Mr. Riggs up to $100,000 of post-petition funds, on an interim basis, under the same loan agreement. The Court ruled that the lender is granted an administrative expense claim up to the sum of $250,000 to the extent of unpaid advances actually made under the loan agreement, subject to fees owing to the U.S. Trustee, allowed Chapter 11 professional fees and fees of a hypothetical Chapter 7 trustee (in an amount not to exceed $10,000). The lender has agreed to a simple administrative claim, without interest, with repayments on a cash flow available basis, and the unpaid balance due upon the earlier of: (a) conversion of Debtor's Chapter 11 case to a proceeding under Chapter 7 of the Bankruptcy Code; (b) confirmation of a plan of reorganization in the Debtor's Chapter 11 case; or (c) 180 days from final approval of the loan by the Court. A copy of the final order is available at https://is.gd/bdETbm from PacerMonitor.com free of charge. The Debtor needed the borrowing in order to preserve the property of the estate pending a plan of reorganization. About Plectica LLC Plectica LLC, a software publisher based in New York, filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-10701) on March 6, 2020. In the petition signed by Adam Riggs, managing member, the Debtor disclosed $1,440,508 in assets and $3,945,492 in liabilities. Robert L. Rattet, Esq., at Davidoff Hutcher & Citron LLP, serves as the Debtor's counsel. PLZ AEROSCIENCE: S&P Alters Outlook to Negative, Affirms 'B' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on PLZ Aeroscience Corp. to negative from stable and affirmed its 'B' issuer credit rating. "The negative outlook reflects our expectation that a global economic recession in 2020 will depress PLZ Aeroscience's EBITDA and cause its credit metrics to weaken relative to our previous expectations. We expect PLZ Aeroscience to face challenging macroeconomic conditions over the next 12 months and anticipate that its credit metrics may be weaker than we assume in our base-case forecast," S&P said. Specifically, S&P lowered its earnings estimates for the company because of the ongoing global economic downturn and the related uncertainty around its demand stemming from the coronavirus pandemic. However, the rating agency expects the company to benefit from lower oil prices and a full year of contributions from its 2019 acquisitions this year. S&P also expects a slight rebound in 2021 as consumer confidence improves, business investment increases, and macroeconomic pressures subside. It now anticipates that PLZ will have S&P Global-adjusted average debt to EBITDA of close to 6.5x on a forward-looking (based on 2020 and 2021) basis, which compares with S&P's previous expectation of between 5x and 6x. Additionally, the company has a manageable debt maturity profile as its nearest maturity is its bridge loan, which matures in 2022. "We continue to assess PLZ Aeroscience's business risk profile as weak. We expect that PLZ will maintain its leading market position in the niche specialty aerosol industry. Despite its narrow business focus, the company benefits from some channel and customer diversity between its contract filling, institutional, and retail segments. However, PLZ is exposed to environmental risk factors, which could lead to greater restrictions on aerosol products or a potential decline in aerosol use. We also believe there are fairly close liquid substitutes for some of the company's products, but we recognize that PLZ's key customers would likely bear switching costs in converting products from aerosol to liquids," S&P said. The negative outlook reflects S&P's view that PLZ Aeroscience could experience significantly weaker demand and growth in 2020 due to the global economic slowdown, which would weaken its credit metrics and constrain its liquidity. In its base case, S&P forecasts negative revenue and earnings growth in 2020 due to the weak global economic environment, though it expects the company's credit metrics to remain appropriate for the rating. S&P also expects the company to remain highly leveraged with weighted average debt to EBITDA of about 6.5x. "We could lower our ratings on PLZ Aeroscience over the next 12 months if we expect its weighted average debt to EBITDA to increase above 6.5x with no prospects for improvement or if weaker cash flow generation caused its ratio of liquidity sources to uses to decline below 1.2x. We could also downgrade the company if the macroeconomic weakness stemming from the coronavirus pandemic proves to be more severe or long-lasting than we assume in our base case, leading to prolonged weakness in the demand for the company's products. PLZ has limited cushion at the current rating to increase its leverage, thus we would also consider downgrading the company if it engaged in any debt-funded acquisitions," S&P said. "We could revise our outlook on PLZ to stable in the next 12 months if it appears that the company will weather the recession without significant deterioration in its credit measures or liquidity position. We could take a positive rating action on the company in the next 12 months if its operating performance is stronger than we expect in our base case and it improves its EBITDA margins by 200 basis points relative to our forecast such that its pro forma debt leverage trends toward 6x. This could occur if the U.S. economy reopens more quickly than we expect and leads to increased demand for personal care and food services, which are key end markets for PLZ. We would also need the company to commit to maintain financial policies that allow it to maintain its credit measures at these levels after factoring in its growth initiatives," the rating agency said. POLA SUPERMARKET: May 19 Plan & Disclosures Hearing Set ------------------------------------------------------- Debtors Pola Supermarket Corp., C&N New York Food Corp., and Melin Food Corp. filed with the U.S. Bankruptcy Court for the Southern District of New York a motion seeking combined hearing to consider final approval of the Debtors' Disclosure Statement and confirmation of Joint Plan of Liquidation. On May 1, 2020, Judge Shelley C. Chapman conditionally approved the Disclosure Statement and ordered that: * May 19, 2020, at 11 a.m. before Hon. Shelley C. Chapman, U.S. Bankruptcy Judge for the Southern District of New York, by telephone is the hearing to consider final approval of the adequacy of the Disclosure Statement and confirmation of the Plan. * May 15, 2020, by 4:00 P.M. is fixed as the last day to file objections, if any, to final approval of either the adequacy of the Disclosure Statement or confirmation of the Plan. * The Debtors are authorized to retain Rust Consulting/Omni Bankruptcy as notice agent for the purpose of disseminating the Plan and Disclosure Statement and effectuating notice of the Combined Hearing and Fee Application. A copy of the order dated May 1, 2020, is available at https://tinyurl.com/ya34w285 from PacerMonitor at no charge. About Pola Supermarket Corp. Pola Supermarket Corp. and its subsidiaries own and operate supermarkets. Pola Supermarket, C&N New York Food Corporation and Melin Food Corporation filed Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-12971) on Sept. 14, 2019. The petitions were signed by Candido H. DeLeon, president. At the time of the filing, Pola Supermarket was estimated to have $1 million to $10 million in both assets and liabilities. C&N New York disclosed $2,381,800 in total assets and $802,921 in liabilities while Melin Food listed $600,000 in assets and $149,907 in liabilities. The cases are assigned to Judge Shelley C. Chapman. The Debtors are represented by J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP. POWER CORP: Egan-Jones Cuts Senior Unsecured Ratings to BB+ ----------------------------------------------------------- Egan-Jones Ratings Company, on May 4, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Power Corporation of Canada to BB+ from BBB. Headquartered in Montreal, Canada, Power Corporation of Canada operates as a diversified management and holding company. POWER SOLUTIONS: Delays Filing of Quarterly Report Due to COVID-19 ------------------------------------------------------------------ Power Solutions International, Inc. has delayed the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 due to circumstances related to the COVID-19 pandemic. The Company said it continues to experience disruptions in its operations and business. The Company expects to file the Quarterly Report no later than June 29, 2020 (which is 45 days from the original filing deadline of May 15, 2020). Power Solutions will be relying on the Securities and Exchange Commission's Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465) extending the deadlines by up to 45 days for filing certain reports made under the Exchange Act. About Power Solutions Headquartered in Wood Dale, Illinois, Power Solutions International, Inc. -- http://www.psiengines.com/-- designs, engineers, and manufactures emissions-certified, alternative-fuel power systems. PSI provides integrated turnkey solutions to global original equipment manufacturers in the industrial and on-road markets. The Company's unique in-house design, prototyping, engineering and testing capacities allow PSI to customize clean, high-performance engines that run on a wide variety of fuels, including natural gas, propane, biogas, gasoline and diesel. As of Dec. 31, 2019, the Company had $313.67 million in total assets, $285.17 million in total liabilities, and $28.50 million in total stockholders' equity. BDO USA, LLP, in Chicago, Illinois, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 4, 2020 citing that significant uncertainties exist about the Company's ability to refinance, extend, or repay outstanding indebtedness and maintain sufficient liquidity to fund its business activities. These factors raise substantial doubt about the Company's ability to continue as a going concern. PRO-FIT DEVELOPMENT: Gets Court Approval to Hire A+ Accounting -------------------------------------------------------------- Pro-Fit Development, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ A+ Accounting and Tax. The services that A+ Accounting will render are: a. prepare and file tax returns and conduct tax research including contacting the Internal Revenue Service; b. perform normal accounting and other accounting services as required by the Debtor; and c. prepare or assist the Debtor in preparing court-ordered reports, including the United States Trustee Reports and any documents necessary for the Debtor's disclosure statement. The firm will be compensated as follows: a. A $1,500 initial retainer to be billed against at: i. An hourly rate of $175 for services rendered by the firm; ii. a range of $100-$50 per hour for services rendered by accounting staff; and iii. reimbursement of out-of-pocket costs. A+ Accounting neither represents nor holds any interest adverse to the Debtor, the bankruptcy estate and creditors, according to court filings. The firm can be reached through: Akshay Dave, CPA A+ Accounting and Tax 4002 McLane Drive Tampa, FL 33610 Phone:(813) 381-3809 About Pro-Fit Development Pro-Fit Development, Inc. filed a chapter 11 petition (Bankr. M.D. Fla. Case No. 16-06717) on Aug. 4, 2016. The Debtor listed total assets of $1.53 million and total liabilities of $1.41 million. The Debtor is represented by Buddy D. Ford, Esq., Jonathan A. Semach, Esq., and J. Ryan Yant, Esq., at Buddy D. Ford, P.A. The case is assigned to Judge Rodney K. May. No official committee of unsecured creditors has been appointed in the case. PULMATRIX INC: Incurs $4.7 Million Net Loss in First Quarter ------------------------------------------------------------ Pulmatrix, Inc. reported a net loss of $4.68 million on $2.76 million of revenues for the three months ended March 31, 2020, compared to a net loss of $5.15 million on $0 of revenues for the three months ended March 31, 2019. The increase in revenue was the result of revenue recognized from the Company's collaboration agreement with Cipla Technologies and the license agreement with Johnson & Johnson. The net loss for both periods was due to spend on the Pulmazole project as the Company continues to advance its Phase 2b clinical study and PUR1800 manufacturing costs for the upcoming planned Phase 1b clinical study. "We are excited to join the fight against COVID-19 with the announcement of our Sensory Cloud worldwide partnership for the development and commercialization of an over-the-counter version of NasoCalm, our proprietary anti-contagion product. This partnership builds upon our former biodefense history and we hope to aid in the effort against this virus," said Ted Raad, chief executive officer of Pulmatrix. "On the clinical front, we are committed to the safety of our study subjects during this pandemic. Due to the impact of COVID-19, enrollment in our Phase 2b clinical study of Pulmazole for the treatment of ABPA has been temporarily paused. In our collaboration with Johnson & Johnson*, we currently plan to initiate the PUR1800 Ph1b clinical study and chronic toxicology studies in the second half of 2020." Q1 and Recent Highlights: * Entered into a strategic partnership with Sensory Cloud to develop and commercialize over-the-counter nasal administration of PUR 003 and PUR 006, the Company's proprietary formulations which have demonstrated the potential to reduce the pathogenic risk and transmissibility of contagions, including COVID-19. * Received U.S. FDA Fast Track designation for Pulmazole for the treatment of ABPA. * Announced kinase inhibitor licensing and development agreement with the Lung Cancer Initiative at Johnson & Johnson*. The agreement provides the Lung Cancer Initiative option to access a portfolio of narrow spectrum kinase inhibitors intended for development in lung cancer interception. * Announced research collaboration with Nocion Therapeutics to explore inhaled drug delivery technologies for its respiratory compounds. * Completed a registered direct offering in April 2020, resulting in $8.0 million in gross proceeds to support ongoing development activities. As of March 31, 2020, the Company had $30.82 million in total assets, $23.88 million in total liabilities, and $6.93 million in total stockholders' equity. As of March 31, 2020, Pulmatrix had $24.4 million in cash and cash equivalents, compared to $23.4 million as of Dec. 31, 2019. In December 2019, Pulmatrix executed a Licensing Agreement with the Lung Cancer Initiative at Johnson & Johnson and in January 2020, received a $7.2M upfront payment with an option to access a portfolio of narrow spectrum kinase inhibitors intended for development in lung cancer. Research and development expenses for the first quarter of 2020 were $5.3 million compared to $2.2 million for the same period last year. The $3.1 million increase was primarily due to increased spend of $1.9 million on the PUR1800 project due primarily to manufacturing costs, $0.9 million on the Phase 2b Pulmazole clinical trial and $0.3 million on employment costs in support of the Company's programs. General and administrative expenses for the first quarter of 2020 were $2.2 million compared to $2.0 million for the same period last year. The increase was due to professional consulting cost of $0.2 million. Through March 31, 2020, the Company has incurred an accumulated deficit of $220.0 million, primarily as a result of expenses incurred through a combination of research and development activities related to its various product candidates and general and administrative expenses supporting those activities. The Company has financed its operations since inception primarily through the sale of preferred and common stock, the issuance of convertible promissory notes, term loans and collaboration and license agreements. The Company's total cash balance as of March 31, 2020 was $24.4 million. Pulmatrix said, "We anticipate that we will continue to incur losses, and that such losses will increase over the next several years due to development costs associated with our iSPERSE pipeline programs. We expect that our research and development and general and administrative expenses will continue to increase and, as a result, we will need additional capital to fund our operations, which we may raise through a combination of equity offerings, debt financings, other third-party funding and other collaborations and strategic alliances. "We expect that our existing cash and cash equivalents at March 31, 2020 and anticipated interest income will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months following the date of this Quarterly Report on Form 10-Q. We have based our projections of operating capital requirements on assumptions that may prove to be incorrect and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements." A full-text copy of the Quarterly Report is available for free a the Securities and Exchange Commission's website at: https://is.gd/OPS7AI About Pulmatrix Pulmatrix, Inc. -- http://www.pulmatrix.com/-- is a clinical stage biopharmaceutical company developing innovative inhaled therapies to address serious pulmonary and non-pulmonary disease using its patented iSPERSE technology. The Company's proprietary product pipeline is initially focused on advancing treatments for serious lung diseases, including Pulmazole, an inhaled anti-fungal for patients with ABPA, and PUR1800, a narrow spectrum kinase inhibitor in lung cancer. Pulmatrix's product candidates are based on iSPERSE, its proprietary engineered dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by achieving optimal local drug concentrations and reducing systemic side effects to improve patient outcomes. Pulmatrix reported a net loss of $20.59 million for the year ended Dec. 31, 2019, compared to a net loss of $20.56 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $36.10 million in total assets, $25.08 million in total liabilities, and $11.02 million in total stockholders' equity. PURPLE LINE: S&P Cuts $313MM Sr.-Lien Revenue Bonds Rating to 'BB' ------------------------------------------------------------------ S&P Global Ratings lowered its rating on Purple Line Transit Partners LLC's (PLTP) $313 million senior-lien revenue bonds due 2024–2051 issued by the Maryland Economic Development Corp., and on the $875 million Transportation Infrastructure Finance and Innovation Act (TIFIA) secured loan due September 2050, to 'BB' from 'BBB'. At the same time, S&P assigned a recovery rating of '1'to the project's debt, indicating its expectation that lenders would receive very high (90%-100%; rounded estimate: 95%) recovery of their principal in the event of a default. PLTP was selected in 2016 from a competitive bid process to finance, develop, design, build, equip, and supply light-rail vehicles (LRV) for the Purple Line Light Rail Project, a 16.2-mile, 21-station, east-west light rail transit project. The route lies just inside the I-495/Capital Beltway, which circles Washington, D.C. PLTP is also tasked with maintaining and operating the system under an approximately 36-year availability-based concession agreement with the MDOT and the MTA. Contract termination notice by construction contractor has heightened uncertainty on completion of the U.S.' first light rail transit public-private partnership project The two-notch downgrade reflects heightened uncertainty around completion of the project. Under the construction contract, the contractors can terminate if the project is delayed 365 days or more. The project is currently about 45% completed but has been delayed by an estimated 1,163 days--of which the project and construction contractor has claimed relief for 976 days and an estimated $755 million in cost increases. The project's relief claim relates to 266 days delay in the reinstatement of the Record of Decision (ROD; vacated by a federal district court judge in August 2016 in an environmental lawsuit, though it was later upheld by the Court of Appeals for the District of Columbia Circuit), 79 days for the acquisition of right of ways (ROWs), 161 days for design conflicts with CSX Transportation Inc. (CSX), and 470 days for a change in Maryland Department of Environment (MDE) pond requirements. However, the MDOT has rejected (or partially granted in the case of environmental lawsuit) the project/construction contractor's costs and schedule relief claims. Despite rejections, the project and MDOT had been continuing discussions on resolution/settlement of the claims. S&P notes that it has had recent discussions with PLTP and MDOT/MTA representatives in which it took comfort that both parties were committed to completing the project, were negotiating, and were expected to resolve the dispute in a credit neutral way and the settlement could be reached soon. Construction remains ongoing. However, the May notice is a significant departure from the expected settlement path and suggests a significant and potentially irreparable rupture of good faith between parties. As a result, a settlement is now in question and faces a significant deadline unless a different resolution is reached, as the contractor will be able to exit the project under the terms of its termination notice on June 20. Adding further uncertainty to the construction completion is the COVID-19 pandemic. The technical advisor's recent report has highlighted some construction coordination hitches and receipt of notice of force majeure event from CAF USA Inc. (LRV provider). Considering it is not possible to quantify the impact of COVID-19 at this point, the project filed a potential change order with MTA, requesting relief against any emanating construction delay/cost escalations. The ratings remain on CreditWatch with negative implications. "We will take stock of progress by end of this month. We could lower the rating by multiple notches if the project parties appear unable to resolve the disputes because there is insufficient liquidity to replace the construction contractor if it terminates its work on the delayed project, which is about 45% complete. We could also lower the rating if adequate budget and schedule relief is not granted, and if the project and its parties elect to continue to work," S&P said. PVH CORP: Egan-Jones Cuts Senior Unsecured Ratings to BB- --------------------------------------------------------- Egan-Jones Ratings Company, on May 4, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by PVH Corporation to BB- from BB. Headquartered in New York, New York, PVH Corporation designs, sources, manufactures, and markets men's, women's, and children's apparel and footwear. QUEST PATENT: Posts $682,800 Net Loss in First Quarter ------------------------------------------------------ Quest Patent Research Corporation reported a net loss of $682,798 on $870,103 of revenues for the three months ended March 31, 2020, compared to a net loss of $540,068 on $374,865 of revenues for the three months ended March 31, 2019. As of March 31, 2020, the Company had $3.18 million in total assets, $9.71 million in total liabilities, and a total stockholders' deficit of $6.53 million. At March 31, 2020, the Company had current assets of approximately $566,000, and current liabilities of approximately $8,785,000. The Company's current liabilities include approximately $952,000 payable to Intellectual Ventures, loans payable of approximately $4,541,000 (net of discount of approximately $132,000) and accrued interest of approximately $117,000 payable to Intelligent Partners, as transferee of United Wireless, and loans payable of $147,000 and accrued interest of approximately $274,000 due to former directors and minority stockholders. As of March 31, 2020, the Company has an accumulated deficit of approximately $20,651,000 and a negative working capital of approximately $8,219,000. Other than salary and pension benefits to its chief executive officer, the Company does not contemplate any other material operating expense in the near future other than normal general and administrative expenses, including expenses relating to its status as a public company filing reports with the SEC. Quest Patent said, "We cannot assure you that we will be successful in generating future revenues, in obtaining additional debt or equity financing or that such additional debt or equity financing will be available on terms acceptable to us, if at all, or that we will be able to obtain any third party funding in connection with any of our intellectual property portfolios. We have no credit facilities. "We cannot predict the success of any pending or future litigation. Our obligations to Intelligent Partners are not contingent upon the success of any litigation. If we fail to generate a sufficient recovery in these actions (net of any portion of any recovery payable to the funding source or our legal counsel) in a timely manner to enable us to pay Intelligent Partners on the present loans we would be in default under our agreements with Intelligent Partners which could result in Intelligent Partners obtaining ownership of the three subsidiaries which own the patent rights we acquired from Intellectual Ventures. Our agreements with the funding sources provide that the funding sources will participate in any recovery which is generated. We believe that our financial condition, our history of losses and negative cash flow from operations, and our low stock price make it difficult for us to raise funds in the debt or equity markets." A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/tlSrq3 About Quest Patent Quest Patent Research Corporation -- http://www.qprc.com/-- is an intellectual property asset management company. The Company's principal operations include the development, acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by the Company or one of its wholly owned subsidiaries. The Company currently owns, controls or manages eleven intellectual property portfolios, which principally consist of patent rights. Quest Patent reported a net loss attributable to the Company of $1.31 million for the year ended Dec. 31, 2019, compared to a net loss attributable to the company of $2.11 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $5.16 million in total assets, $11.01 million in total liabilities, and a total stockholders' deficit of $5.85 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 27, 2020 citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. R. MILLENNIUM: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: R. Millennium Transport, Inc. 1670 Fulkerth Road Turlock, CA 95380 Business Description: R. Millennium Transport, Inc. is a provider of transportation services. Chapter 11 Petition Date: May 15, 2020 Court: United States Bankruptcy Court Eastern District of California Case No.: 20-90349 Judge: Hon. Ronald H. Sargis Debtor's Counsel: David C. Johnston, Esq. DAVID C. JOHNSTON 1600 G Street, Suite 102 Modesto, CA 95354 Tel: (209) 579-1150 E-mail: david@johnstonbusinesslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Surjit Singh Malhi, president. The Debtor did not file with 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/4afViG RADIAN GROUP: S&P Rates New $525MM Senior Unsecured Notes 'BB+' --------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB+' issue-level rating to Radian Group Inc.'s (NYSE:RDN; BB+/Negative/--) proposed $525 million senior unsecured notes due 2025. The company intends to use the net proceeds from this offering for general corporate purposes, including potential capital contributions to support the operations of its subsidiaries. The senior notes will rank equally to all outstanding and future senior unsecured indebtedness of Radian. The notes are non-callable until six months prior to maturity and will be subject to certain covenants. On a pro forma basis, as of March 31, 2020, consolidated financial leverage increases to about 28% (30% including Federal Home Loan Bank borrowings) from 20%, and the fixed-charge coverage ratio declines to about 9x from 13x. If the economic recovery starts in the second half of the year and the unemployment rate declines as per S&P Global Economics' forecast, the coverage ratio could remain above 4x. However, there is a higher degree of uncertainty, as reflected in S&P's negative outlook on the U.S. mortgage insurance sector and its players (including Radian). The stressed macroeconomic environment and elevated level of delinquencies could lead to higher credit losses, which may pressure the fixed-charge coverage ratio to below S&P's threshold of 4x over the next two years. RADIO SYSTEMS: Moody's Puts B1 CFR on Review for Downgrade ---------------------------------------------------------- Moody's Investors Service placed Radio Systems Corporation's ratings under review for downgrade, including the company's B1 Corporate Family Rating, and B1-PD Probability of Default Rating. The B1 rating on the company's $300 million senior secured first lien term loan due 2024 is unaffected. The review follows the announcement [1] on May 11, 2020 that funds managed by Clayton, Dubilier & Rice entered into an agreement to acquire Radio Systems. While the terms of the transaction and details around financing structure were not disclosed in the announcement, news accounts [2] indicate the financing will consist of a $100 million asset-based revolver and $625 million term loan. This would represent a significant increase in debt from approximately $340 million at present. Radio Systems' debt/EBITDA financial leverage thus stands to rise meaningfully to approximately 5.8x with an accompanying increase in cash interest, which factors will create incremental credit risk. The transaction is expected to close around June 2020. Moody's expects to withdraw the B1 rating on the company's existing senior secured term loan because the facility is anticipated to be repaid in conjunction with the transaction. On Review for Downgrade: Issuer: Radio Systems Corporation Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD Corporate Family Rating, Placed on Review for Downgrade, currently B1 Outlook Actions: Issuer: Radio Systems Corporation Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE Moody's review will focus on Radio Systems' pro forma capital structure, liquidity profile, expected use of free cash flow, and future operating strategy. The company has not announced capitalization plans associated with the pending acquisition or disclosed how much equity funding will be contributed by CD&R in conjunction with the transaction. However, the rating review principally reflects Moody's concern that the company will operate with a meaningfully more levered pro forma capital structure. Radio Systems' existing B1 CFR reflects its moderate financial leverage with debt/EBITDA at around 3.1x for the twelve months period ending March 31, 2020. The company has relatively good operating margins in the mid-to-high teens, supported by Radio Systems' efficient cost structure, innovative product offerings, barriers to entry including intellectual property ownership, and good market position and brand recognition in the relatively stable pet products industry. The company also has moderate geographic and channel diversification. The rating also reflects the company's relatively small size and narrow product focus as a designer and marketer of pet products. Also, customer concentration has steadily increased over the last few years and over half of the company's revenues are derived from its top ten customers with the largest customer representing about 26% of sales in fiscal year 2019. Governance factors primarily relate to the company's financial policies that prioritize cash flow towards dividend payments and bolt-on acquisitions, which could increase leverage and temporarily weaken liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company grows its size and scale while sustaining leverage below 2.5x debt/EBITDA. A ratings upgrade will also require at least good liquidity, including good revolver availability at all times. Ratings could be downgraded if debt/EBITDA is sustained above 4.0x, if liquidity weakens and revolver availability falls below $20 million, or if the company completes a large debt-financed acquisition that materially increases leverage. Headquartered in Knoxville, Tennessee, Radio Systems Corporation, is a designer and marketer of products for pets. Key product lines include pet containment products (including electronic fences and collars), pet training products, pet doors, and other various pet products (i.e. water and feed, toy and behavior products, etc.). The company's products are sold through Internet retailers, pet specialty stores, mass retailers, and a dealer distribution network, among other channels. Radio Systems is privately owned and does not publicly disclose its financial information. The company generated about $437 million of revenue for the twelve months ended December 31, 2019. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. RAJYSAN INC: Trustee Taps M. Kathleen Klein, CPA as Accountant -------------------------------------------------------------- Sandra K. McBeth, the Chapter 11 Trustee of Rajysan, Inc., seeks authorization from the U.S. Bankruptcy Court for the Central District of California to retain M. Kathleen Klein, Certified Public Accountant, as its accountant. The Trustee requires the services of a certified public accountant to assist her in her administration of this chapter 11 estate. The services includes, but are not limited to, rendering tax, financial, business, management, and general accounting services for the Trustee. The accountant will be paid on an hourly basis of $225 per hour for M. Kathleen Klein, and $45-80 per hour for staff. Ms. Klein assures the court that she is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The accountant can be reached through: M. Kathleen Klein, CPA 6061 North Fresno Street, Suite 106 Fresno, CA 93710 Phone: +1 559-261-4080 About Rajysan, Inc. Founded in 1984, Rajysan, Incorporated, is a wholesale distributor of industrial machinery and equipment. The Simi Valley, California-based company filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-11363) on July 29, 2017. In the petition signed by Gurpreet Sahani, its president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Debtor tapped Andrew Goodman, Esq., at Goodman Law Offices, APC, as counsel. Judge Peter Carroll oversees the case. On Aug. 31, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtor's case. The committee retained Marshack Hays LLP as its bankruptcy counsel, and Force Ten Partners LLC as its financial advisor. On May 6, 2019, Sandra K. McBeth was appointed as Chapter 11 trustee of the Debtor's bankruptcy estate. The Trustee's bankruptcy counsel: Timothy J. Yoo Carmela T. Pagay LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 220-1244 RANCHER'S LEGACY: Sale to Give 'Significant' Return to Unsecureds ----------------------------------------------------------------- Debtor Rancher's Legacy Meat Co. and the Official Committee of Unsecured Creditors have filed a proposed Plan of Liquidation dated April 30, 2020, for the Debtor's estate. The Debtor has determined in its business judgment, in consultation with the Committee, that it is in the best interest of the creditors and the enterprise itself to sell the assets of the company as a going concern. The Debtor believes the sale of the business will allow customers and suppliers to continue to do business. The sale is anticipated to generate sufficient proceeds to pay the value of the collateral to the secured creditors and to provide a sum of money to pay the unsecured creditors a significant amount of their allowed claims. The sale of the business will be done through a public auction sale to allow all interested parties to participate. The Debtor has sought other purchasers for the business and will continue to solicit offers up to the time of the public sale. The Debtor has already received one offer from a company, Bourne Developments and Investments, LLC, formed for the purpose of the acquisition, which it believes will exceed the amount of the allowed secured claims against the Debtor. The balance of the proceeds, after paying the allowed secured claims against the Debtor, will be used to fund the payments to the unsecured creditors. It is anticipated that at the time of confirmation of the Plan, the only secured creditor of the Debtor will be Ochsner Partnership, which is a purchase money security interest (PMSI) in certain patty forming and packaging equipment. Ochsner Partnership is owed approximately $564,700 and the value of the collateral securing that obligation is estimated by the Debtor to have a value of approximately $650,000. The value will be determined either by agreement between the Debtor and Ochsner Partnership or by the Bankruptcy Court after a motion and hearing on valuation. Class 3-A General unsecured claims are estimated to total $20,500,000. In full satisfaction, settlement, release, and discharge of the class 3-A claims, the holders receive a pro rata share of the proceeds from the liquidation of the Estate Assets. The Class 4 Equity Security Holder, SSJR, LLC, will receive nothing on account of its interests. A full-text copy of the Liquidating Plan dated April 30, 2020, is available at https://tinyurl.com/yadd6yz3 from PacerMonitor at no charge. About Rancher's Legacy Meat Rancher's Legacy Meat Co. -- https://rancherslegacy.com/ -- owns and operates an animal slaughtering and processing facility in Vadnais Heights, Minnesota. Rancher's Legacy Meat was built to produce fresh and frozen ground meat in patty and bulk configurations. Rancher's Legacy sought Chapter 11 protection (Bankr. D. Minn. Case No. 19-32928) on Sept. 20, 2019. In the petition signed by Arlyn J. Lomen, president, the Debtor listed total assets of $13,291,000 and total liabilities of $26,897,956 as of the Petition Date. Judge Michael E Ridgway is assigned the case. FOLEY & MANSFIELD P.L.L.P., represents the Debtor. The U.S. Trustee for Region 12 on Sept. 27, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. RE LIQUIDATION CORP: Hires Herbein & Company as Accountant ---------------------------------------------------------- RE Liquidation Corp., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Herbein & Company, Inc., as accountant to the Debtors. RE Liquidation Corp. requires Herbein & Company to: -- prepare two audits (the "401(k) Audits") of the Reading Eagle Company Employees' Retirement Savings Plan, one for the year ending December 31, 2018 and one for the year ending December 31, 2019; and -- Herbein will also prepare the 2019 Federal and State Tax Returns for the Debtors. Herbein & Company will be paid for the 401(k) Audits in a fixed amount of $20,000 for each audit, for a total fee of $40,000. For the 2019 Tax Returns in a fixed amount equal to $10,000. James A. Michalak, partner of Herbein & Company, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Herbein & Company can be reached at: James A. Michalak HERBEIN & COMPANY, INC. 2763 Century Boulevard Reading, PA 19610 Tel: (610) 378-1175 Fax: (610) 378-0999 About RE Liquidation Corp. Reading Eagle Company -- https://www.readingeagle.com/ -- is the publisher of the Reading Eagle newspaper in Reading, Pennsylvania. Reading Eagle Company was incorporated in 1904. WEEU Broadcasting Company -- http://weeu.com/-- is a subdidiary of Reading Eagle that operates a radio station. Reading Eagle and WEEU filed for bankruptcy protection (Bankr. E.D. Penn Case No. 19-11728) on March 20, 2019. The Hon. Richard Fiehling oversees the cases. In the petition signed by Shawn Moliato, CFO, the Debtors were each estimated to have assets of $10 million to $50 million and debt of $10 million to $50 million. The Debtors tapped Stevens & Lee P.C. as counsel. RE/MAX LLC: Moody's Alters Outlook on Ba3 CFR to Negative --------------------------------------------------------- Moody's Investors Service affirmed RE/MAX, LLC's existing ratings, including the Ba3 Corporate Family Rating, and changed the outlook to negative from stable. Concurrently, Moody's assigned a Speculative Grade Liquidity Rating of SGL-2, reflecting good liquidity. "The outlook change to negative reflects Moody's expectation that a sharp decline in home sale transaction volume in 2020 and disruptions to RE/MAX's and its franchisees business caused by the coronavirus outbreak will lead to earnings decline and a spike in leverage in 2020," according to Dilara Sukhov, Moody's lead analyst on Re/Max. "The protections offered by the company's 100%-franchise structure, good liquidity and the expectation that the company's metrics will rebound as the US housing market recovers in 2021 support the affirmation of the ratings." Moody's took the following rating actions on RE/MAX, LLC: Affirmations Corporate Family Rating, affirmed at Ba3 Probability of Default Rating, affirmed at Ba3-PD $10 million Sr Secured First Lien Revolving Credit Facility due 2021, affirmed at Ba3 (LGD3) $235 million Sr Secured First Lien Term Loan B due 2023, affirmed at Ba3 (LGD3) Assignment Speculative Grade Liquidity Rating assigned at SGL-2 Outlook Actions on RE/MAX, LLC: Outlook, changed to Negative from Stable RATINGS RATIONALE Moody's expects diminished revenue and a declining agent base in 2020 but believes a recovery in earnings in 2021 is likely as the US housing market improves and the impact of the coronavirus pandemic subsides. Moody's estimates that RE/MAX's Debt/ EBITDA will peak at around 4.8x in 2020 and then decline significantly in 2021. But downside risks to its forecasts are significant given uncertainties as to the timing of a recovery in consumer confidence and business activity. Other credit metrics, including interest coverage and Free Cash Flow/Debt, will also weaken in 2020, but should improve as the home sale market recovers in 2021. The rapid 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 coronavirus pandemic has significantly disrupted the company's and its franchisees business as social distancing requirements, limitations on the size of gatherings and policies that ban or severely limit in-person showings of properties came into effect in March. Coupled with a sharp rise in unemployment rate and decline in consumer confidence, these measures will severely decrease home buying activity in 2020 and particularly in the second quarter. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Moody's expects that the highly competitive and fragmented residential real industry will be severely impacted by the shock. RE/MAX and other traditional real estate brokerage firms were already under competitive pressure from non-traditional technology-enabled competitors before the outbreak. These competitors include some that offer deeply discounted commissions to consumers and other newer entrants, including iBuyers, such as Redfin and Zillow, and the virtual brokerage platform of eXp Realty. The demographic and societal trends which would lead to a significant adoption of online alternatives to full-service agents are likely to get stronger traction during the coronavirus outbreak. This shift is a long-term risk that could have a material adverse effect on RE/MAX's business when the outbreak is over. The company's Ba3 CFR reflects the protections offered by its 100% franchised business model that mitigates the volatility in transaction activity even in the face of the coronavirus outbreak, good liquidity and strong credit metrics. The strong RE/MAX brand recognition and leading market position drive the company's fairly predictable revenues, strong margins and substantial cash generation. In addition to its well-recognized global real estate brokerage RE/MAX brand, the company's credit profile also benefits from its Motto Mortgage brand in the US. The company's Motto brand is still small relative to RE/MAX but is growing rapidly as evidenced by the number of franchises sold and will play a significant part of the company's future growth. Moody's expects that macroeconomic pressures will slow RE/MAX's revenue growth and weaken margins as the company takes actions to retain agents in an increasingly challenging and highly competitive industry. Governance risks Moody's considers in RE/MAX's credit profile include the risk of more aggressive financial policies and the potential for a re-leveraging of the balance sheet to acquire independent regions. The SGL-2 Speculative Grade Liquidity rating reflects the company's good liquidity. Despite the diminished revenue in 2020, Moody's expects that the company will fund itself through internally generated cash flow and cash on hand. The company's cash balance was about $81 million as of March 31, 2020. Moody's expects the company to generate break-even free cash flows (after dividends) in 2020 and that will turn positive in 2021. The company benefits from a $10 million revolver that Moody's expects to remain undrawn over the next 12-18 months. However, the size of the commitment is small compared to the company's fixed charges, covering about 8 months worth of debt service. The revolver matures on December 15, 2021. The revolver is subject to two springing financial maintenance covenants (maximum net leverage of 4x and minimum interest coverage of 3x, as defined in the facility agreement), which come into effect only when the revolver is drawn. Moody's does not expect the covenants to spring, but should the covenant be tested, Moody's expects the company would maintain sufficient cushion over the requirements. RE/MAX near-term debt obligations consist of approximately $2.4 million in term loan amortization annually through 2023. The negative outlook reflects Moody's expectation that RE/MAX's revenue and earnings will decline due to the economic fallout from the coronavirus. Moody's expects that RE/MAX will maintain a conservative cash deployment strategy and preserve liquidity, with no debt-funded M&A, until its financial leverage is restored to the pre-COVID outbreak level. Moody's could change outlook back to stable if RE/MAX restores its credit metrics such that Debt/EBITDA is expected to be sustained under 4x and FCF/Debt above 8%, with good liquidity. All metrics incorporate Moody's standard accounting adjustments. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given a negative outlook, a ratings upgrade is not likely over the next 12-18 months. In the longer term, the ratings could be upgraded if RE/MAX expands the size and scope of revenues through product and regional expansion and commits to maintaining conservative financial policies such that Debt/EBITDA is maintained below 3x (Moody's adjusted). The ratings could be downgraded if revenue or earning declines persist beyond 2020, and Moody's expects Debt/EBITDA to be sustained over 4x or FCF-to-debt declines to under 8% (all metrics are Moody's adjusted) or liquidity deteriorates. RE/MAX operates as a franchiser of real estate and mortgage brokerage services in the U.S., Canada, and internationally. The company offers its real estate franchise services under the RE/MAX brand name and mortgage brokerage services under the Motto Mortgage brand name. The company derives its revenues primarily from continuing franchise fees, annual dues, broker fees, new franchise sales and franchise renewals. RE/MAX is an indirect subsidiary of publicly-traded RE/MAX Holdings, Inc, headquartered in Denver, Colorado. RE/MAX generated revenue of $281 million as of LTM March 2020. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. RECYCLING REVOLUTION: Seeks to Hire Gabriel Alvarez as Accountant ----------------------------------------------------------------- Recycling Revolution, LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to hire Gabriel Alvarez, CPA as its accountant. The Debtor requires the accountant to: a. prepare the year-end tax returns; b. consult and assist with respect to ongoing Internal Revenue Service proceedings; and c. prepare and assist the Debtor with accounting services related to bankruptcy reporting proceeding. Gabriel Alvarez does not represent any interest adverse to the Debtors and is disinterested as required by 11 U.S.C. 101(14). The firm can be reached through: Brett Burgan, CPA Gabriel Alvarez, CPA 2401 NW Boca Raton Boulevard Boca Raton, FL 3343 About Recycling Revolution Recycling Revolution, LLC -- http://www.RecyclingRevolution.net/-- is a recycling company specializing in low end, contaminated, and hard to handle materials. Recycling Revolution purchases all types of plastic, metal and electronic waste, including HDPE bottles, PET bottles, commingled bottles, and HDPE mixed rigid bottles. Recycling Revolution sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-25063) on Nov. 7, 2019. Judge Mindy A. Mora is assigned to the case. In the petition signed by its member/president, Robin Seskin, the Debtor disclosed $365,896 in assets and $9,318,956 in debt. Marshall Grant, PLLC serves as Debtor's counsel. REPUBLIC FIRST: Egan-Jones Cuts Senior Unsecured Ratings to BB+ --------------------------------------------------------------- Egan-Jones Ratings Company, on May 6, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Republic First Bancorp, Inc. to BB+ from BBB-. Republic First Bancorp, Inc. is the holding company for Republic Bank which offers a variety of credit and depository services to individuals and businesses through full-service offices located in Greater Philadelphia and Southern New Jersey. REVLON INC: S&P Cuts ICR to 'SD' on Completion of Refinancing Deal ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Revlon Inc. to 'SD' (selective default) from 'CC'. S&P lowered its issue-level rating on the company's 2016 term loan to 'D' from 'CC'. The downgrade reflects the completed refinancing of Revlon Inc.'s 2016 term loan. S&P consider the transaction to be a distressed exchange, given the company's poor operating performance over the past few years, historically negative free cash flow generation, sizable near-term debt maturities, very high leverage, heightened risks and uncertainty stemming from coronavirus-related containment measures, and the distressed debt trading levels on its 2016 term loan. Revlon has also announced that it plans to use a portion of the proceeds from the recapitalization transaction for general corporate purposes, which could include a repurchase of its 5.75% February 2021 notes at prevailing market prices. If the company chooses to repurchase the notes, S&P would lower its rating on the notes to 'D' from 'C', given the distressed trading price of the notes. "We expect to reevaluate our rating on Revlon and the company's capital structure in the near term. We will likely raise our issuer credit rating on the company to 'CCC-', given unsustainable debt leverage, still very high debt service commitments, and our view that Revlon will have difficulty meeting its financial obligations given its very weak cash flow generation," S&P said. ROCKPOINT GAS: S&P Lowers ICR to 'B' on Revised Credit Metrics -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Rockpoint Gas Storage Partners L.P. (Rockpoint) to 'B' from 'B+', and its issue-level rating on the senior secured debt of the company's subsidiary, Rockpoint Gas Storage Canada Ltd., to 'B' from 'B+'. The '4' recovery rating on the debt is unchanged. S&P has revised its financial forecast for Calgary, Alta.-based Rockpoint, as the company's performance has been lagging the rating agency's expectations based on results for the nine months ended Dec. 31, 2019. S&P anticipates that the company's profitability has remained under pressure, given that weather-dependent optimization revenues make up a sizable share of its forecast for fiscal 2020. S&P revised its forecast on Rockpoint to reflect increased weakness in the company's credit metrics. S&P is now forecasting debt-to-EBITDA of over 6.5x, compared with less than 6x in its previous forecast. This leverage remains above the level it considers commensurate with a 'B+' rated midstream company. Rockpoint's 300 billion cubic feet (bcf) gas storage capacity business has been inherently volatile because of a large proportion of uncontracted capacity and ongoing exposure to contract-renewal risk. Given the relatively high proportion of uncontracted capacity and considerable reliance on an optimization revenue strategy, the company's profitability has been tied to seasonal natural gas spreads. Therefore, Rockpoint's performance is affected by unpredictable weather conditions, which in S&P's view, enhances downside risk. Given Rockpoint's dependence on weather conditions and in light of warmer-than-average winter temperatures, S&P now forecasts EBITDA of about $50 million-$60 million for the fiscal year ending March 31, 2020, compared with its previous forecast of $80 million-$90 million. S&P continues to assess Rockpoint as moderately strategic to Brookfield Infrastructure Partners L.P. (BIP; BBB+/Stable/--). As a result, the rating benefits from a one-notch uplift. S&P's stable outlook reflects its expectation that the company's ability to contract capacity at its Alberta storage facilities will improve as a result of the temporary easing of the pipeline curtailments over the summer months, and therefore, cash flow volatility will decrease. As a result, S&P expects the company's leverage to decrease and be sustained at about 6.5x. "We could lower the rating if Rockpoint experiences delays in contracting storage capacity at its Alberta-based facilities or if forward-looking debt-to-EBITDA deteriorates to over 7x over the next three-six months. This could be a result of the completion of the maintenance work being delayed, or if market conditions discouraged gas storage," S&P said. "We could upgrade the rating--currently not contemplated--if the company is successful in adding a significant share of longer-term storage contracts that would improve cash flow stability. We would expect this to help decrease leverage so that debt-to-EBITDA declined below 5.5x on a sustained basis," the rating agency said. ROYALE ENERGY: Delays Filing of Quarterly Report ------------------------------------------------ Royale Energy, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2020. The Quarterly Report was due to be filed on May 15, 2020. The Company's management needs additional time to complete their review of the Company's internal controls and procedures, in order to file an accurate quarterly report. The Company expect to complete its financial statements and file its Form 10-Q as soon as is reasonably practicable but no later than May 20, 2020. About Royale Energy Headquartered in El Cajon, CA, Royale Energy -- http://www.royl.com/-- is an independent oil and gas producer which also has operations in the area of turnkey drilling. Royale Energy owns wells and leases in major geological basins located primarily in California, Texas, Oklahoma, Colorado, and Utah. Royale Energy offers fractional working interests and seeks to minimize the risks of oil and gas drilling by selling multiple well drilling projects which do not include the use of debt financing. Royale Energy reported a net loss of $348,383 for the year ended Dec. 31, 2019, compared to a net loss of $23.50 million on $3.28 million of total revenues for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $20.59 million in total assets, $18.92 million in total liabilities, and $1.67 million in total stockholders' equity. Moss Adams LLP, in San Diego, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. RR DONNELLEY: Egan-Jones Cuts Senior Unsecured Ratings to CCC+ -------------------------------------------------------------- Egan-Jones Ratings Company, on May 6, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by RR Donnelley & Sons Company to CCC+ from B-. EJR also downgraded the rating on commercial paper issued by the Company to C from B. Headquartered in Chicago, Illinois, R. R. Donnelley & Sons Company provides commercial printing and information services. RUSTY GOLD: Committee Hires Sherman & Howard as Counsel ------------------------------------------------------- The Official Committee of Unsecured Creditors of Rusty Gold Hydro-Testers, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Colorado to retain Sherman & Howard L.L.C., as counsel to the Committee. Rusty Gold requires Sherman & Howard to: a) advise the Committee on all legal issues in the Bankruptcy Case as they arise; b) represent and advise the Committee regarding the terms of any sales of assets or plans of reorganization or liquidation; c) represent and assist the Committee in negotiations with third parties, including the Debtor; d) investigate the Debtor's pre-petition assets, liabilities, financial affairs, and conduct; e) analyze alleged security interests; f) investigate potential litigation claims, including avoidance actions; g) prepare all necessary pleadings, motions, objections, and other filings; h) monitor the Bankruptcy Case, including all filings in the Bankruptcy Case; i) represent and advise the Committee in all proceedings in the Bankruptcy Case; j) assist and advise the Committee in its administration and the fulfillment of tits duties; and k) provide such other services as are customarily provided by counsel to a creditors' committee in cases of this kind. Sherman & Howard will be paid at these hourly rates: Peter Cal $575 Eric Johnson $575 Adrian (Jay) Leonard $490 Stephen Robin $320 Sherman & Howard will also be reimbursed for reasonable out-of-pocket expenses incurred. Peter A. Cal, partner of Sherman & Howard L.L.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Sherman & Howard can be reached at: Peter A. Cal, Esq. SHERMAN & HOWARD L.L.C. 633 Seventeenth Street, Suite 3000 Denver, CO 80202 Tel: (303) 297-2900 Fax: (303) 298-0940 E-mail: pcal@shermanhoward.com About Rusty Gold Hydro-Testers Rusty Gold Hydro-Testers, Inc., d/b/a Catamount Oilfield Services, offers a full line of API tubing, casing, and line pipe to the oilfield industry, headquartered in Fort Morgan, Colorado, filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-12629) on April 16, 2020. The petition was signed by Clinton Gould, its president. At the time of the filing, the Debtor disclosed total assets of $8,944,869 and total liabilities of $12,808,395. The Hon. Michael E. Romero oversees the case. The Debtor tapped Buechler Law Office, LLC, as its attorneys. The Office of the U.S. Trustee for Region 19 appointed a committee to represent unsecured creditors in the Chapter 11 case of Rusty Gold Hydro-Testers, Inc. The Committee retained Sherman & Howard L.L.C., as counsel. SAEXPLORATION HOLDINGS: Posts $10M Net Income in First Quarter -------------------------------------------------------------- SAExploration Holdings, Inc., reported net income of $10.07 million on $125.38 million of revenue from services for the three months ended March 31, 2020, compared to net income of $3.72 million on $93.05 million of revenue from services for the three months ended March 31, 2019. As of March 31, 2020, the Company had $136.03 million in total assets, $149.75 million in total current liabilities, $6.34 million in long-term debt and finance leases, $5.09 million in other long-term liabilities, and a total stockholders' deficit of $25.15 million. As of March 31, 2020, the Company had cash and cash equivalents and working capital of $8.5 million and $(64.8) million, respectively, compared with $5.4 million and $(89.2) million, respectively, as of Dec. 31, 2019. The increase in working capital was primarily related to a decrease of $13.4 million of current portion of long–term debt and finance leases and an increase of $13.9 million in accounts receivable, net. On March 27, 2020, the CARES Act was signed into law. The CARES Act, among other things, includes the Paycheck Protection Program, provisions relating to refundable payroll tax credits, deferment of the employer portion of social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improved property. In April 2020, the Copany began deferring the employer portion of social security payments. In May 2020, the Company received the proceeds from an unsecured loan in the amount of approximately $6.8 million pursuant to the PPP. The Company is currently continuing to evaluate the other impacts that the CARES Act and other stimulus measures will have on our financial condition, results of operations, or liquidity. SAExploration said, "Although we generated net income and cash from operating activities in the first quarter of 2020, we have reported recurring losses from operations and have not generated cash from operating activities for the six years ended December 31, 2019, and as of March 31, 2020, we had a stockholders' deficit of $25.1 million. Our recurring losses and negative cash flows from operating activities on an annual basis, stockholders' deficit, need for additional financing and the uncertainties surrounding our ability to obtain such financing, raise substantial doubt about our ability to continue as a going concern. We anticipate negative cash flows from operating activities to begin to occur again in the second quarter of 2020 and continue for the foreseeable future due to, among other things, the significant uncertainty in the outlook for oil and natural gas development as a result of the significant decline in oil prices since the beginning of 2020 due to the COVID–19 coronavirus pandemic and its impact on the worldwide economy and global demand for oil and the inability of members of OPEC and other producing countries to adequately address the reduced demand. In April 2020, we had a contract cancelled by the operator presumably due to uncertainty on government restrictions on operations during the COVID–19 coronavirus pandemic and other scheduled and anticipated projects have been delayed and there is no assurance as to when they may resume, if at all. We are also unable to predict when industry market conditions may improve. Our senior loan facility matures in January 2021 and to date, we have been unable to negotiate an extension of the maturity date with our debt holders. If we are unable to extend or otherwise address the maturity date of the senior loan facility, we expect that we will be unable to repay the senior loan facility when due in January 2021. "Our management continues to: (i) discuss with our debt holders an extension of the maturity date of the senior loan facility and waivers of the events of default due to the inclusion of an explanatory paragraph raising substantial doubt about our ability to continue as a going concern in the report of our independent registered public accounting firm on our consolidated financial statements included in our Annual Report on Form 10–K for the year ended December 31, 2019; (ii) seek to obtain additional financing through the issuance of debt or equity securities; and (iii) manage operating costs by actively pursuing cost cutting measures to maximize liquidity consistent with current industry market expectations. To assist us in managing our operating costs, our Board of Directors has reduced its cash compensation by 10%, effective beginning with the second quarter of 2020, until further notice. There is no assurance that we will be successful in extending the maturity date of the senior loan facility or obtaining additional financing on satisfactory terms or at all. In addition, there is no assurance that any such financing, if obtained, will be adequate to meet our needs and support our working capital needs. Based on the uncertainty of achieving these goals and the significance of the factors described, there is substantial doubt as to our ability to continue as a going concern for a period of 12 months after the date these unaudited condensed consolidated financial statements are issued." A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/PWcUFs About SAExploration Holdings SAExploration Holdings -- http://www.saexploration.com/-- is an international oilfield services company offering a full range of vertically-integrated seismic data acquisition, data processing and interpretation, and logistical support services throughout North America, South America, Asia Pacific, Africa, and the Middle East. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones and offshore in depths reaching 3,000 meters, SAE offers a full suite of data processing and interpretation services utilizing its proprietary, patent-protected software, and also provides in-house logistical support services, such as program design, planning and permitting, camp services and infrastructure, surveying, drilling, environmental assessment and reclamation, and community relations. SAE operates crews around the world, performing major projects for its blue-chip customer base, which includes major integrated oil companies, national oil companies and large independent oil and gas exploration companies. With its global headquarters in Houston, Texas, SAE supports its operations through a multi-national presence in the United States, United Kingdom, Canada, Peru, Colombia, Bolivia, Malaysia, and Singapore. SAExploration recorded a net loss of $22.61 million in 2019 compared to a net loss of $59.56 million in 2018. As of Dec. 31, 2019, the Company had $142.21 million in total assets, $166.60 million in total current liabilities, $7.14 million in long-term debt, $4.28 million in other long-term liabilities, and a total stockholders' deficit of $35.81 million. Pannell Kerr Forster of Texas, P.C., in Houston, Texas, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 13, 2020 citing that the Company has experienced recurring losses from operations and has been unable to renegotiate its expiring senior loan facility which raises substantial doubt about its ability to continue as a going concern. SAMANTHA SANSON: Seeks to Hire Fisher & Phillips as Special Counsel ------------------------------------------------------------------- Samantha Sanson Consulting Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Fisher & Phillips LLP to act as special counsel to assist the Debtor and its other professionals in analyzing issues relating to the settlement of class action lawsuits filed against the Debtor. The Firm will also assist the Debtor regarding compliance with applicable employment laws and regulations in the areas in which the Debtor operates, and to assist the Debtor in complying with those laws and regulations, as appropriate during the Case. Samantha will require Fisher to: a. assist in bringing about the settlement of the King Case by way of a motion in the State Court to approve a settlement of a class action; b. conduct an assessment of Debtor's potential liability in the remaining State Court employment matters, specifically the matters of Dashawn Crosby v. King Henry VIII, Inc., et al. (Case No.: 2:19-cv-10921) and Jackson vs. Samantha Sanson (Case No. 20STCV04977), in which the Firm currently represents the Debtor; and c. assist the Debtor in the preparation and execution of a strategy to limit the Debtor's potential liability as a result of the State Court employment matters and the possible impact in the bankruptcy case; and d. assess a possible settlement of the other State Court employment matters, and to assist Debtor and its other professionals in analyzing such possible settlement and gauging the best interests of the Estate. Fisher does not represent or hold any interest adverse to the debtor or to the estate with respect to the bankruptcy matter, according to court filings. The firm can be reached through: Todd B. Scherwin, Esq. 1901 Avenue of the Stars, Suite 1000 Los Angeles, CA 90067 Phone: 213-330-4450 Fax: 213-330-4501 Email: tscherwin@fisherphillips.com About Samantha Sanson Consulting Established in 1999, Samantha Sanson Consulting Inc. was created by Samantha Sanson to provide consulting and advisory services to the adult entertainment and performance industry. Samantha Sanson Consulting filed a voluntary Chapter 11 petition (Bankr. E.D. Cal. Case No. 19-24428) on Dec. 10, 2019, and is represented by J. Bennett Friedman, Esq., at Friedman Law Group, P.C. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Barry Russell oversees the case. SAMSON OIL: Delays Filing of Quarterly Report --------------------------------------------- Samson Oil & Gas Limited filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2020. The Company's Quarterly Report could not be completed and filed by the prescribed due date of May 15, 2020, without undue hardship and expense to the Registrant, due to unforeseen delays in the collection and review of information and documents affecting disclosures in the Report. The Company expects to file the Report on or before May 20, 2020 in accordance with Rules 0-3 and 12b-25 of the Securities Exchange Act of 1934, as amended. About Samson Oil Headquartered in Perth, Western Australia, Samson Oil & Gas Limited -- http://www.samsonoilandgas.com/-- is an independent energy company primarily engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties, primarily with a focus in Montana and North Dakota. Samson Oil reported a net loss of $7.15 million for the fiscal year ended June 30, 2019, compared to a net loss of $6.04 million for the fiscal year ended June 30, 2018. As of Dec. 31, 2019, the Company had $35.68 million in total assets, $52.90 million in total liabilities, and a total stockholders' deficit of $17.22 million. Moss Adams LLP, in Denver, Colorado, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Oct. 15, 2019, citing that the Company is in violation of its debt covenants, incurred a net loss from operations, has cash outflows from operations, and its current liabilities exceed its current assets as of and for the year ended June 30, 2019. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SANCHEZ ENERGY: Mitsui Objects to Amended Joint Plan ---------------------------------------------------- Mitsui E&P Texas LP (MEPTX) and Mitsui & Co. Energy Marketing & Services (USA), Inc. (together with MEPTX, Mitsui) each counterparties to several executory contracts with certain of Sanchez Energy Corporation and its debtor affiliates, filed a joinder in the Joint Limited Objection and Reservation of Rights of Occidental Petroleum Corporation and Western Midstream Partners, LP Relating to the Amended Joint Chapter 11 Plan of Reorganization of the Debtors. The Debtors possess sums of money to which MEPTX is entitled, including (1) advances made by MEPTX to SN EF Maverick, LLC with respect to operator cash calls for costs to be incurred under the JOAs; (2) the purchase price owed by the Debtors to MEPTX under each of three different marketing agreements for the sale of residue gas, natural gas liquids, and crude oil to the Debtors; and (3) any additional undetermined amounts owed to MEPTX relating to an audit delivered to MEPTX on January 9, 2020. Mitsui joins in the Objection and requests similar protections proposed by the Debtors in response to the objection as outlined in the Debtors’ Memorandum of Law in Support of Confirmation of the Joint Chapter 11 Plan of Reorganization of the Debtors. A full-text copy of Mitsui's objection dated April 30, 2020, is available at https://tinyurl.com/yav7nl4x from PacerMonitor at no charge. Attorneys for Mitsui: SIDLEY AUSTIN LLP Duston McFaul Michael Fishel Maegan Quejada 1000 Louisiana Street, Suite 5900 Houston, Texas 77002 Telephone: (713) 495-4500 Facsimile: (713) 495-7799 E-mail: mquejada@sidley.com About Sanchez Energy Corp. Sanchez Energy Corporation and its affiliates -- https://sanchezenergycorp.com/ -- are independent exploration and production companies focused on the acquisition and development of U.S. onshore oil and natural gas resources. Sanchez Energy is currently focused on the development of significant resource potential from the Eagle Ford Shale in South Texas, and holds other producing properties and undeveloped acreage, including in the Tuscaloosa Marine Shale (TMS) in Mississippi and Louisiana. As of Dec. 31, 2018, the companies had approximately 325,000 net acres of oil and natural gas properties with proved reserves of approximately 380 million barrels of oil equivalent and interests in approximately 2,400 gross producing wells. Sanchez Energy and 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-34508) on Aug. 11, 2019. As of June 30, 2019, the companies disclosed $2,159,915,332 in assets and $2,854,673,930 in liabilities. The cases have been assigned to Judge Marvin Isgur. The companies tapped Akin Gump Strauss Hauer & Feld LLP and Jackson Walker L.L.P. as bankruptcy counsel; Moelis & Company LLC as financial advisor; Alvarez & Marsal North America LLC as restructuring advisor; and Prime Clerk LLC as notice and claims agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Aug. 26, 2019. The committee tapped Milbank LLP and Locke Lord LLP as its co-counsel. SCHOMBURG ASSET: Seeks Approval to Hire Bankruptcy Attorney ----------------------------------------------------------- Schomburg Asset Fund, LLC, seeks authority from the US Bankruptcy Court for the District Of Columbia to hire George M. Gates IV as its attorney. Services the attorney will render are: (a) provide legal advice with respect to the powers, rights, and duties of the Debtor in the continued management and operation of its business; (b) provide legal advice and consultation related to the legal and administrative requirements of operating this Chapter 11 bankruptcy case, including to assist your Applicant in complying with the procedural requirements of the Office of the United States Trustee; (c) take all necessary actions to protect and preserve the Debtor's Estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor's interests in any negotiations or litigation in which the Debtor may be involved, including objections to the claims filed against the Debtor's Estate; (d) prepare on behalf of your Applicant any necessary pleadings including Applications, Motions, Answers, Orders, Complaints, Reports, or other documents necessary or otherwise beneficial to the administration of the Debtor's Estate; (e) represent the Debtor's interests at the Meeting of Creditors, pursuant to § 341 of the Bankruptcy Code, and at any other hearing scheduled before this Court related to the Debtor; (f) assist and advise your Applicant in the formulation, negotiation, and implementation of a Chapter 11 Plan and all documents related thereto; (g) assist and advise the Debtor with respect to negotiation, documentation, implementation, consummation, and closing of corporate transactions, including sales of assets, in this Chapter 11 bankruptcy case; (h) assist and advise the Debtor with respect to the use of cash collateral and obtaining Debtor-in-Possession or exit financing and negotiating, drafting, and seeking approval of any documents related thereto; (i) review and analyze all claims filed against the Debtor's Bankruptcy Estate and to advise and represent the Debtor in connection with the possible prosecution of objections to claims; (j) assist and advise the Debtor concerning any executory contract and unexpired leases, including assumptions, assignments, rejections, and renegotiations; (k) coordinate with other professionals employed in the case to rehabilitate the Debtor's affairs; and (l) perform all other bankruptcy related legal services for the Debtor that may be or become necessary during the administration of this case. George M Gates IV will apply to the Bankruptcy Court for interim and final allowances of fees and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code. George M Gates IV does not hold or represent any interest adverse to the Estate, members of the firm are disinterested persons within the meaning of Secs. 327(a) and 101 of the Bankruptcy Code, according to court filing. The firm can be reached through: George M. Gates IV, Esq. 601 13th St. NW, Suite 900-90042 South Washington DC 20005 Fax: 202-318-8744 Phone: 225-366-9213 Email: gmgatesiv@gmail.com About Schomburg Asset Fund, LLC Schomburg Asset Fund, LLC, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-00063) on Feb 04, 2020. The petition was signed by Patsy Johnson, managing member.At the time of filing, the Debtor estimated $1,000,001 to $10 million in both assets and liabilities. George M. Gates, IV, Esq. stands as the Debtor's counsel. SEAGATE TECHNOLOGY: Egan-Jones Cuts FC Unsecured Debt Rating to BB ------------------------------------------------------------------ Egan-Jones Ratings Company, on May 6, 2020, downgraded the foreign currency senior unsecured rating on debt issued by Seagate Technology PLC to BB from BB+. Headquartered in Cupertino, California, Seagate Technology PLC designs, manufactures, and markets hard disk drives for enterprise applications, client compute applications, client non-compute applications, personal data backup systems, portable external storage systems, and digital media systems. SINCLAIR BROADCAST: S&P Rates New Senior Secured Notes 'BB' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating to Sinclair Broadcast Group Inc. subsidiary Diamond Sports Group LLC's (DSG) proposed senior secured notes and placed the rating on CreditWatch with negative implications. At the same time, S&P placed the 'BB' issue-level ratings on DSG's existing senior secured debt on CreditWatch with negative implications. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 70%) recovery for lenders in the event of a payment default. Sinclair has announced a tender offer for DSG's 6.625% senior unsecured notes due in 2027 ($1.8 billion outstanding) that will give DSG's unsecured noteholders the option to exchange their unsecured notes for a combination of cash and new secured notes. If completed, the transaction will increase the mix of secured debt in DSG's capital structure and lower the recovery prospects for its secured debtholders. As a result, S&P would expect to revise the recovery rating on DSG's secured debt to '3' from '2' and lower the issue-level rating on the debt to 'BB-' from 'BB' on completion of the transaction. "While DSG's unsecured notes will likely be repurchased at a discount to par, we view the proposed transaction as opportunistic rather than distressed," S&P said. DSG has a sizable cash balance ($483 million as of March 31, 2020) and generates healthy free operating cash flow of more than $450 million annually, supporting its ability to reduce leverage over the next few years. In addition, DSG has long-dated debt maturities, with its secured and unsecured notes due in 2026 and 2027, respectively. While live sports have been postponed in the U.S. due to the spread of the coronavirus, Sinclair continues to receive affiliate fees for the regional sports networks and continues to make payments to the sports teams. In addition, sports production expenses will be deferred until sports programming resumes. S&P rates the company (and evaluate its credit metrics) at the ultimate parent, Sinclair Broadcast Group Inc., which consolidates the operations of Sinclair Television Group Inc. (the owner of the broadcast television stations) and DSG (the owner of the regional sports networks). While the proposed transaction could reduce Sinclair's leverage by up to 0.5x (depending on the percent of lender participation), S&P's 'BB-' issuer credit rating and negative outlook on Sinclair are unchanged due to continued uncertainty regarding the extent of the coronavirus' impact on the company's performance and its ability to reduce leverage comfortably below 5.5x over the next year. S&P estimates that Sinclair's leverage was in the mid-5x area as of the end of 2019 (pro forma for the $9.6 billion acquisition of the regional sports networks in 2019, $8.9 billion of which it funded with debt), which is at the upper end of S&P's threshold for the current rating. SOURCE ENERGY: DBRS Cuts Issuer Rating to CCC(low) -------------------------------------------------- DBRS Limited downgraded Source Energy Services Canada LP and Source Energy Services Canada Holdings Ltd.'s (together, the Co-Issuers) Issuer Rating and Senior Secured First Lien Notes (the Senior Notes) rating to CCC (low) from CCC (high). The Recovery Rating on the Senior Notes remains unchanged at RR4. DBRS Morningstar is maintaining the ratings Under Review with Negative Implications. DBRS Morningstar based its analysis on the consolidated financial statements of the ultimate holding company, Source Energy Services Limited (Source or the Company). The rating downgrades follow a material deterioration in the Company's operating environment as result of lower crude oil prices and expected deterioration in liquidity. Demand for crude oil has declined steeply as countries around the world have enforced lockdown measures to counter the spread of the Coronavirus Disease (COVID-19). While crude oil demand and pricing may recover as lockdown measures are relaxed, the timing and extent of the recovery is uncertain. Despite production cuts by OPEC+ and market-driven production shut-ins, the buildup in inventory through the lockdown is likely to keep crude oil prices well below pre-coronavirus levels in 2020 and 2021. Consequently, DBRS Morningstar expects drilling and completion activity levels, and in turn demand for frac sand, in Western Canada in 2020 to be materially lower than 2019. DBRS Morningstar noted in its January 16, 2020, rating downgrade press release that Source has minimum flexibility to withstand a further reduction in activity levels and that there is a high degree of uncertainty associated with refinancing the Senior Notes that mature in December 2021. At the time, DBRS Morningstar expected the Company to meet its obligations in 2020 from operating cash flow and available liquidity ($18.4 million at December 31, 2019) under the asset-backed credit facility (Credit Facility) maturing in December 2021. While sales volumes and profitability in Q1 2020 was not affected materially, given the revised outlook for activity levels, operating cash flow for the remainder of 2020 is likely to be significantly lower. Source has announced some cost-reduction measures; however, they are unlikely to offset the impact of lower activity. DBRS Morningstar also expects the Company's liquidity profile to worsen as weaker earnings put the Company at risk of breaching the minimum fixed-charge coverage ratio covenant applicable to the Credit Facility (measured monthly). While the Company was in compliance with the covenant at March 31, 2020, expected weakness in earnings from Q2 2020 onward could lead to a covenant default. DBRS Morningstar anticipates the borrowing base to trend lower as it is determined monthly based on accounts receivable and inventories. As a result, there is an increased risk that, in the absence of support from its lenders, the Company could default on its interest payment on the Senior Notes due in June 2020. Consequently, DBRS Morningstar is maintaining the ratings Under Review with Negative Implications. DBRS Morningstar may further downgrade the ratings if the Company defaults on its upcoming interest payment on the Senior Notes or if the lenders invoke a default under the Credit Facility agreement. A positive rating action would require a material improvement in the Company's liquidity position and successful refinancing of the Senior Notes. DBRS Morningstar will review further information as it becomes available to resolve the Under Review status within the next three months. Notes: All figures are in Canadian dollars unless otherwise noted. SOUTHERN COPPER: Egan-Jones Cuts Senior Unsecured Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on May 4, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Southern Copper Corporation to BB+ from BBB-. Headquartered in Phoenix, Arizona, Southern Copper Corporation is a mining company that was founded in 1952. SPEEDCAST INTERNATIONAL: Inmarsat Appointed as Committee Member --------------------------------------------------------------- Henry Hobbs Jr., acting U.S. trustee, on May 12, 2020, disclosed in a court filing that he appointed Inmarsat Global Limited as new member of the official committee of unsecured creditors in the Chapter 11 cases of SpeedCast International Limited and its affiliates. The bankruptcy watchdog also disclosed that Intelsat US LLC resigned as committee member. The committee is now composed of: 1. Inmarsat Global Limited 99 City Road London, EC1Y AX UK Sam Horrocks +44 (0) 7593 501168 Sam.horrocks@inmarsat.com 2. Thrane & Thrane A/S Cobham SATCOM Lundtoftegaardsvej 93 D DK-2800 Kgs. Lyngby, Denmark David Grant +45-3955-8314 David.grant@cobham.com 3. New Skies Satellites, B.V. Rooseveltplantsoen 4 2517 KR The Hague Brendan O'Callaghan 202-478-7152 Brendan.o.callaghan@ses.com 4. Asia Satellite Telecommunications Co. Ltd 15 Dai Kwai Street, Tai Po Industrial Estate Tai Po, New Territories, Hong Kong Sue Yeung, 852-2500-0800 syeung@asiasat.com 5. Intellian 11 Studebaker Irvine, CA 92618 Edward Joannides, 949-771-4505 Edward.joannides@intelliantech.com 6. Telesat Canada 160 Elgin Street, Suite 2100 Ottawa, ON Canada K2P2P7 Richard O'Reilly, 613-748-8720 roreilly@telesat.com 7. APT Satellite Company Limited 22 Dai Kwai Street Tai Po Industrial Estate, Hong Kong Huang Baozhong, 852- 2600- 2100 HuangBaozhong@apstar.com About SpeedCast International SpeedCast International Limited and its affiliates provide remote and offshore satellite communications and information technology services. SpeedCast's fully-managed service is delivered to more than 2,000 customers in 140 countries via a global, multi-access technology, multi-band and multi-orbit network of more than 80 satellites and an interconnecting global terrestrial network, bolstered by on-the-ground local support from more than 40 countries. Speedcast services customers in sectors such as commercial maritime, cruise, energy, mining, government, NGOs, enterprise, and media. SpeedCast International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-32243) on April 23, 2020. At the time of the filing, Debtors disclosed assets of between $500 million and $1 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel; Herbert Smith Freehills as co-counsel with Weil; Moelis Australia Ltd. as financial advisor; FTI Consulting Inc. as restructuring advisor; and Kurtzman Carson Consultants LLC as claims agent. SPRING EDUCATION: Moody's Alters Outlook on B3 CFR to Negative -------------------------------------------------------------- Moody's Investors Service affirmed Spring Education Group, Inc.'s B3 Corporate Family Rating and B3-PD Probability of Default Rating. Moody's also affirmed the B2 rating for the company's first lien senior secured credit facilities and Caa2 rating for its second lien term loan. The outlook is revised to negative from stable. The outlook revision to negative reflects Moody's expectations for earnings decline in 2020 stemming primarily from Spring Education's pre-k segment (about 35% of earnings). The pre-K segment will be hurt by coronavirus related school closures, attrition due to the difficulty of transitioning some students to remote learning at a young age, as well as Moody's projection for a recession in the U.S. in 2020, which could have a prolonged impact on earnings given the company's pre-k business is inherently more cyclical and more dependent on the health of the economy and labor market employment. Moody's adjusted debt-to-EBITDA is expected to increase to the 8.0x range in 2020 from the low 7.0x at year end 2019. Currently, a majority of Spring Education's pre-k and K-12 schools are still closed with students taught through remote learning. Moody's believes a return to pre-pandemic enrollment levels for its pre-k schools will be gradual once schools reopen. Lower employment in the US will negatively affect school-based early childhood education demand and some families may be reluctant to put their young children in social settings. Spring Education's K-12 segment including its Laurel Springs on-line program has remained more resilient with students transitioned to remote learning and enrollment for the next school year stable. Moody's affirmed all ratings as the company has adequate liquidity and will still be able to generate very modestly positive free cash flow over the next year due healthy demand for the K-12 schools, cost savings initiatives and lower capex. Moody's took the following ratings actions: Issuer: Spring Education Group, Inc. Corporate Family Rating, affirmed B3 Probability of Default Rating, affirmed B3-PD Senior Secured First Lien Bank Credit Facilities (revolver and term loan), affirmed B2 (LGD3) Senior Secured Second Lien Term Loan, affirmed Caa2 (LGD5) Outlook Actions: Outlook, revised to Negative from Stable RATINGS RATIONALE Spring Education's B3 CFR reflects its high leverage with Moody's adjusted debt-to-EBITDA expected to rise to above 8.0x in 2020 due to earnings decline primarily from its pre-k segment as a result of temporary school closures and reduced demand stemming from the coronavirus pandemic. Moody's expects the K-12 segment including its Laurel Spring's on-line program will remain resilient since all students have transitioned to remote learning and enrollment for the next school year (2020-2021) has remained stable. The rating is constrained by the aggressive financial policies as evidenced by three primarily debt funded acquisitions since the LBO in 2018, modest scale and operation in the competitive primary school market. The rating further considers exposure to economic conditions due to the inherently cyclical nature of the for-profit early education industry, especially in the pre-k segment. However, the rating is supported by Spring Education's established base of schools with strong brand recognition, good revenue visibility especially within the K-12 segment that supports the company's ability to manage its costs. The rating also benefits from relatively stable free cash flow generation due to steady enrollment, with benefits from advance tuition payments. 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 services sector has been negatively affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, the weaknesses in Spring Education's credit profile, including its exposure to US quarantines have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and Spring Education remains vulnerable to the outbreak continuing to spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Its action reflects the impact on Spring Education of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. The negative outlook reflects Moody's expectation that Spring Education remains vulnerable to coronavirus disruptions with leverage expected to rise and remain high over the next year. The negative outlook also reflects weaker free cash flow generation due to reduced earnings over the next year. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Spring Education resumes enrollment and earnings growth such that operating metrics improve with Moody's adjusted debt-to-EBITDA leverage sustained below 6.0x. The company would also need to maintain good liquidity and free cash flow as a percentage of debt in the mid-single digits. The ratings could be downgraded if there is deterioration of operating performance including from enrollment declines, pricing weakness or cost increases, or if liquidity weakens. EBITA to interest falling below 1.0x or free cash flow generation less than 1% of debt could also prompt a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Spring Education is a for-profit provider of Pre-K through 12th grade education that is headquartered in the Silicon Valley region of CA. The company operates about 235 schools across 19 states and the District of Columbia. Spring Education is privately owned by Primavera Capital Group, an Asian-based private equity firm. LTM as of December 31, 2019 actual reported revenue was approximately $632 million. SPRINGLEAF FINANCE: S&P Rates New $400MM Unsecured Notes 'BB-' -------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB-' debt rating to Springleaf Finance Corp.'s (SFC) proposed $400 million unsecured notes, non-callable for 2 years, due 2025. SFC is a direct, wholly owned subsidiary of OneMain Holdings Inc. The notes will be guaranteed on an unsecured basis by OneMain. The company intends to use the proceeds for general corporate purposes, which may include paydowns of revolving indebtedness. Pro forma, S&P anticipates this transaction to be leverage neutral and expect the company to work on reducing leverage toward 6.5x by year-end 2020. As of March 31, 2020, OneMain's leverage, measured as debt to adjusted total equity (ATE), increased to 7.0x compared with 5.4x at year-end 2019 (S&P includes general reserves in ATE). S&P believes this increase is temporary and mainly reflects that the company drew $3.5 billion on its conduit facilities to enhance liquidity in response to uncertainty stemming from the coronavirus pandemic. As of March 31, 2020, OneMain had $4.2 billion in cash and cash equivalents. S&P's issuer credit rating on OneMain is 'BB-' with a stable outlook. STIFEL FINANCIAL: S&P Rates New Preferred Stock 'BB-' ----------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue rating to Stifel Financial Corp.'s new Series C perpetual preferred stock issue. S&P views the preferred issuance favorably because the proceeds add stable funding and boost Stifel's regulatory capital and S&P Global Ratings total adjusted capital. S&P expects the additional preferred stock will increase Stifel's S&P risk-adjusted capital ratio back above 10%, providing some cushion to absorb the expected impact of COVID-19-related economic stress. SUPERIOR AIR: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 on May 12, 2020, appointed a committee to represent unsecured creditors in the Chapter 11 case of Superior Air Charter, LLC. The committee members are: 1. Netflix, Inc. Attn: Kate Chilton 5808 W. Sunset Blvd. Los Angeles, CA 90028 Phone: (310) 871-0613 2. Jet Support Services, Inc. Attn: Paul Rahe 180 N. Stetson Ave., 29th Floor Chicago, IL 60601 Phone: (312) 494-8626 3. John Traub 5850 Lausanne Drive Reno, NV 89511 4. Joseph Nettemeyer 5225 Hellyer Ave., Suite 250 San Jose, CA 95138 5. John Danahy 18 South Drive Winchester, NH 03470 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Superior Air Charter Superior Air Charter, LLC -- https://www.jetsuite.com/ -- operates charter air carrier JetSuite. With its current headquarters in Dallas, Texas, JetSuite was founded in 2006 by Alex Wilcox, Keith Rabin, and Brian Coulter. It is one of the biggest operators of private air services in the United States. It operates chartered services with a fleet of Phenom 100 and Citation CJ3 aircraft and offer subscription-based air travel services to passengers to western United States, Canada, and Mexico. Superior Air Charter sought Chapter 11 protection (Bankr. D. Del. Case No. 20-11007) on April 28, 2020. The Debtor was estimated to have $1 million to $10 million in assets and $50 million to $100 million in liabilities. The Debtor tapped Bayard, P.A., as counsel; and Stretto as claims agent. TECHNIPLAS LLC: Hires Epiq as Claims and Noticing Agent ------------------------------------------------------- Techniplas, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Corporate Restructuring, LLC, as claims and noticing agent to the Debtors. Techniplas, LLC, requires Epiq to: a. prepare and serve required notices and documents in the Chapter 11 Cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and/or the Court, including (a) notice of the commencement of the Chapter 11 Cases and the initial meeting of creditors under section 341(a) of the Bankruptcy Code (b) notice of any claims bar date, (c) notices of transfers of claims, (d) notices of objections to claims and objections to transfers of claims, (e) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (f) notice of the effective date of any plan, and (g) all other notices, orders, pleadings, publications, and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of the Chapter 11 Cases; b. maintain an official copy of the Debtors' schedules of assets and liabilities and statement of financial affairs (collectively, "Schedules"), listing the Debtors' known creditors and the amounts owed thereto; c. maintain (a) a list of all potential creditors, equity holders, and other parties-in-interest and (b) a "core" mailing list consisting of all parties described in Bankruptcy Rules 2002(i), (j), and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party-in-interest or the Clerk; d. furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount, and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; e. maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; f. for all notices, motions, orders, or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (a) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (b) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (c) the manner of service, and (d) the date served; g. process all proofs of claim received, including those received by the Clerk, and check said processing for accuracy, and maintain the original proofs of claim in a secure area; h. provide an electronic interface for filing proofs of claim; i. maintain the official claims register for each Debtor (the "Claims Registers") on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (a) the claim number assigned; (b) the date received; (c) the name and address of the claimant and agent, if applicable, who filed the claim; (d) the amount asserted; (e) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.); (f) the applicable Debtor; and (g) any disposition of the claim; j. provide public access to the Claims Registers, including complete proofs of claim with attachments, if any, without charge; k. implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; l. record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); m. relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Epiq, not less than weekly; n. upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's review (upon the Clerk's request); o. monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; p. identify and correct any incomplete or incorrect addresses in any mailing or service lists; q. assist in the dissemination of information to the public and respond to requests for administrative information regarding the Chapter 11 Cases as directed by the Debtors or the Court, including through the use of a case website and/or call center; r. if the Chapter 11 Cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk's office within three (3) days of notice to Epiq of entry of the order converting the cases; s. thirty (30) days prior to the close of these Chapter 11 Cases, to the extent practicable, request that the Debtors submit to the Court a proposed Order dismissing Epiq as Claims and Noticing Agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of the Chapter 11 Cases; t. within seven (7) days of notice to Epiq of entry of an order closing the Chapter 11 Cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of the Chapter 11 Cases; and u. at the close of the Chapter 11 Cases, box and transport all original documents, in proper format, as provided by the Clerk's Office, to (a) the Federal Archives Record Administration, or (b) any other location requested by the Clerk's office. Epiq will be paid at these hourly rates: Executives No Charge Executive Vice President, Solicitation $215 Solicitation Consultant $190 Consultants/Directors/Vice Presidents $160-$190 Case Managers $70-$165 IT/Programming $65-$85 Clerical/Administrative Support $25-$45 Epiq will be paid a retainer in the amount of $25,000. Epiq will also be reimbursed for reasonable out-of-pocket expenses incurred. Kathryn Tran, a partner at Epiq Corporate Restructuring, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Epiq can be reached at: Kathryn Tran EPIQ CORPORATE RESTRUCTURING, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Tel: (212) 225-9200 About Techniplas LLC Techniplas, LLC, headquartered in Nashotah, Wisconsin USA, is a privately held producer of technical plastic components for the automotive, transportation and electrical industry. Techniplas is specialized in thermoplastic and thermo-set molding and has expertise in metal-to-plastic conversion, light weighting and tool design. Techniplas employed about 2,357 employees in its operations as of December 2018 and generated revenue of $529 million in 2018. As of December 2020, Techniplas had total assets worth $258.6 million and liabilities worth $331 million, according to court filing. Techniplas, LLC, and its affiliates sought Chapter 11 protection (D. Del. Lead Case No. 20-11049) on May 6, 2020. The Debtors were estimated to have $100 million to $500 million in assets and liabilities. The Debtors tapped WHITE & CASE LLP as counsel; FOX ROTHSCHILD LLP as restructuring counsel; MILLER BUCKFIRE & CO., LLC as investment banker; FTI CONSULTING, INC., as restructuring advisor; and EPIQ CORPORATE RESTRUCTURING, LLC, as claims agent. THEAG NORTH: Seeks to Hire Lain Faulkner as Accountant ------------------------------------------------------ Theag North Arlington LLC, and its debtor-affiliate seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Lain Faulkner & Co., P.C., as accountant to the Debtor. Theag North requires Lain Faulkner to: -- prepare and file the Debtors' 2019 tax returns; and -- generally assist the Debtors as needed in this bankruptcy case. Lain Faulkner will be paid at these hourly rates: Director $375 to $485 Accounting Professionals $185 to $275 IT Professionals $275 Lain Faulkner will also be reimbursed for reasonable out-of-pocket expenses incurred. James R. Shaw, partner of Lain Faulkner & Co., P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Lain Faulkner can be reached at: James R. Shaw LAIN FAULKNER & CO., P.C. 400 N Saint Paul St. Dallas, TX 75201 Tel: (214) 720-1929 About Theag North Arlington LLC Fastsigns -- https://www.fastsigns.com/ -- is a locally and independently owned and operated sign, graphics and visual communications company that provides comprehensive visual marketing solutions to customers of all sizes across all industries -- to help them attract more attention, communicate their message, sell more products, help visitors find their way and extend their branding across all of their customer touch points including decor, events, wearables, digital signage and marketing materials. THEAG North Dallas LLC, based in Dallas, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-30957) on March 18, 2019. The Hon. Stacey G. Jernigan (19-30957), Hon. Edward L. Morris (19-41108), and Hon. Mark X. Mullin (19-41109), oversees the case. In the petition signed by Chris Allen, managing member, the Debtors estimated $1 million to $10 million in both assets and liabilities. Melissa Hayward, Esq., at THEAG North Arlington LLC, serves as bankruptcy counsel. THINKTANK LEARNING: Seeks to Hire Fuller Law as Attorney -------------------------------------------------------- ThinkTank Learning, Inc. seeks authority from the US Bankruptcy Code for the Northern District of California to hire The Fuller Law Firm, P.C., as its attorneys. ThinkTank requires Fuller Law to: (a) advise the Debtor with respect to its powers and duties as Debtor-in-possession; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the case, including all of the legal and administrative requirements of being in Chapter 11; (c) take all necessary action to protect and preserve the Debtor's estate; (d) prepare on behalf of the Debtor all motions, applications, answers, orders, reports, and papers necessary to the administration of the estate and to review but not to prepare the monthly operating reports required to be filed in the herein case; (e) negotiate and prepare on the Debtor's behalf a plan for reorganization, disclosure statement, and all related agreements and/or documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (f) advise the Debtor in connection with the possible sale or any possible refinance of its assets; (g) appear before the Court and the U.S. Trustee and protect the interest of the Debtor's estate before such courts and the U.S. Trustee; and (h) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with its Chapter 11 case. Fuller Law's hourly rates are: Lars T. Fuller $505 Saman Taherian $485 Joyce Lau $395 Lars T. Fuller, Esq. of Fuller Law assures the court that he and his firm are "disinterested persons" as that term is defined by Section 101(14) of the Bankruptcy Code, and do not hold or represent any interest adverse to the estate. The firm can be reached through: Lars Fuller, Esq. THE FULLER LAW FIRM, PC 60 No. Keeble Ave. San Jose, CA 95126 Tel: (408)295-5595 Fax: (408) 295-9852 About ThinkTank Learning, Inc. ThinkTank Learning, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-40505) on March 3, 2020, listing under $1 million in both assets and liabilities. Lars Fuller, Esq. at The Fuller Law Firm, P.C. represents the Debtor as counsel. U.S. STEEL: Egan-Jones Cuts Senior Unsecured Ratings to CCC- ------------------------------------------------------------ Egan-Jones Ratings Company, on May 6, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by United States Steel Corporation to CCC- from CCC. Headquartered in Pittsburgh, Pennsylvania, United States Steel Corporation operates as an integrated steel producer. UBER TECHNOLOGIES: Moody's Rates New $750MM Sr. Unsec. Notes 'B3' ----------------------------------------------------------------- Moody's Investors Service affirmed Uber Technologies, Inc.'s B2 Corporate Family Rating, B2-PD Probability of Default Rating, and the B1 and B3 ratings for the company's existing senior secured term loans and senior unsecured notes, respectively, and assigned a B3 rating to the proposed $750 million of new senior unsecured notes. The ratings outlook is stable. Uber's Speculative Grade Liquidity Rating remains unchanged at SGL-1. RATINGS RATIONALE The proceeds from the new debt offering will bolster Uber's cash position while it faces large operating losses at least over the next couple of quarters due to weak demand in its Rides segment. Pro forma for the $750 million debt offering and excluding the approximately $1.5 billion of commitments in 2020 related to previously announced acquisitions, Uber had $8.25 billion of cash and cash equivalents at March 31, 2020. Uber also has access to over $2 billion of funds under its revolving credit facility. The affirmation of the B2 CFR and the stable ratings outlook reflect Uber's strong category positions in several key ridesharing and food delivery markets globally, substantial liquidity and a strong equity cushion. Uber has large operating scale with $14.6 billion in revenues and good long-term growth prospects. The company has demonstrated the ability to quickly turn sizeable loss-making ventures into valuable minority investments, scale adjacent food delivery business and swiftly cut substantial costs in the face of the crisis. Uber's minority interests in ridesharing businesses in China, Russia and South East Asia that each have dominant positions in their respective regional markets, additionally support its credit profile. 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 on-demand ridesharing sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. Uber is 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. Uber recently announced exits from certain loss-making businesses and plans to cut $1 billion of annual fixed costs. These actions along with high variable costs in the Rides segment will mitigate cash burn while demand for rides remains low and position the company for sustainable profitability when the demand for rides recovers. While Moody's currently expects that economic growth in Uber's major ridesharing markets will slowly resume in the second half of 2020, the turnaround in the Rides segment could lag the economic recovery. At the same time, Uber's Eats segment is benefiting from the strong growth in new restaurants joining its platform and demand for online food delivery orders as dining-in options are limited or do not exist in many regions. Moody's expects that at least some of the gains will be sustained beyond the crisis and that with improved operating leverage, EBITDA for the Eats segment will turn positive in 2021. The B2 CFR reflects Uber's sustained operating losses and cash burn that Moody's expects to continue over the next 12 to 18 months. Uber faces intense competition in all of its service lines and it has high regulatory risks, including from the potential reclassification of independent drivers to employees in various regulated regions. The low switching costs for independent drivers as well as consumers makes its core businesses susceptible to aggressive competitors with adequate funding. Uber's rating reflects its high social risk factors and aggressive financial policy. Uber, through its on-demand transportation platforms, provides convenient services to millions of consumers globally and income opportunities to a large network of freelancers. However, the company has high exposure to social risks resulting from the significant societal impacts of its disruptive transportation services. There is potential for reputational harm and business disruption from adverse publicity, elevated safety concerns of consumers/services providers, and data security breaches. Moody's views the company's financial policies as aggressive given the use of debt to partially fund its speculative businesses. However, the company's maintenance of substantial cash balances provides credit support. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Uber's ratings could be downgraded if: (i) Moody's believes that Uber does not have ample liquidity to fund its operating plan and investments over the next 2 to 3 years; (ii) Uber is not expected to sustain positive consolidated adjusted EBITDA (as reported by the company) in 2021; or (iv) regulatory changes are expected to have a meaningful negative impact on profitability. Conversely, the ratings could be upgraded if Uber maintains good revenue growth and very good liquidity, and Moody's expects Uber's cash burn (cash flow from operations fewer capital expenditures) will reduce substantially. Assignments: Issuer: Uber Technologies, Inc. Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD4) Affirmations: Issuer: Uber Technologies, Inc. Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Senior Secured Bank Credit Facility, Affirmed B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD4) Maintained: SGL-1 Outlook Actions: Issuer: Uber Technologies, Inc. Outlook, Remains Stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Uber Technologies, Inc. operates proprietary technology applications which mainly facilitate ridesharing, meal delivery and freight transportation services. ULTRA PETROLEUM: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Ultra Petroleum Corp. 116 Inverness Drive East, Suite 400 Englewood, Colorado Business Description: The Debtors are independent exploration and production companies that primarily focus on developing long-life natural gas reserves in the Pinedale Anticline and Jonah fields located in Wyoming's Green River Basin. They are party to multiple agreements with midstream service providers that gather, compress, and process natural gas from the Debtors' fields. Their customer base is a diverse group of non-affiliated entities that purchase the Debtors' natural gas "as produced" and is located across the United States. The Debtors previously filed Chapter 11 petitions on April 29, 2016. Visit http://www.ultrapetroleum.comfor more information. Chapter 11 Petition Date: May 14, 2020 Court: United States Bankruptcy Court Southern District of Texas Eight debtor affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Ultra Petroleum Corp. (Lead Case) 20-32631 Keystone Gas Gathering, LLC 20-32633 Ultra Resources, Inc. 20-32632 Ultra Wyoming, LLC 20-32635 Ultra Wyoming LGS, LLC 20-32638 UP Energy Corporation 20-32636 UPL Pinedale, LLC 20-32637 UPL Three Rivers Holdings, LLC 20-32634 Judge: Hon. Marvin Isgur Debtors' Local Bankruptcy Counsel: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. Kristhy M. Peguero, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 Email: mcavenaugh@jw.com jwertz@jw.com kpeguero@jw.com Debtors' General Bankruptcy Counsel: David R. Seligman, P.C. Brad Weiland, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: david.seligman@kirkland.com brad.weiland@kirkland.com - and - Christopher T. Greco, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: christopher.greco@kirkland.com - and - AnnElyse Scarlett Gains, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 1301 Pennsylvania Avenue, N.W. Washington, D.C. 20004 Tel: (202) 389-5046 Fax: (202) 389-5200 Email: annelyse.gains@kirkland.com Debtors' Investment Banker: CENTERVIEW PARTNERS LLC Debtors' Financial Advisor: FTI CONSULTING, INC. Debtors' Notice & Claims Agent: PRIME CLERK LLC https://cases.primeclerk.com/UltraPetroleum Total Assets as of March 31, 2020: $1,450,000,000 Total Debts as of March 31, 2020: $2,560,000,000 The petitions were signed by David W. Honeyfield, senior vice president and chief financial officer. A copy of Ultra Petroleum's petition is available for free at PacerMonitor.com at: https://is.gd/XwuiJn List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Wilmington Trust as Notes $234,307,031 Indenture trustee for the 7.125% Senior Notes due 2025 Attn.: David M. Smith 7 Times Square New York, NY 10036 Tel: 212-326-0481 Email: dsmith@pryorcashman.com 2. Wilmington Trust as Notes $156,404,501 indenture trustee for the 6.875% Senior Notes due 2022 Attn.: David M. Smith 7 Times Square New York, NY 10036 Tel: 212-326-0481 Email: dsmith@pryorcashman.com 3. Ultra Make-Whole Litigation $1,258,622 Claimant - Adhoc Committee of Unsecured Creditors Attn.: Millbank, Tweed, Hadley, McCloy LLP Dennis F. Dunne 55 Hudson Yards New York, NY 10001 Tel: 212-530-5000 Email: ddunne@milbank.com Ultra Make-Whole Claimant - Adhoc Committee of Unsecured Creditors Attn.: Norton Rose Fulbright US LLP Barbara Buckley Po Box 844284 Dallas, TX 75284-4284 Tel: 713-651-5505 Email: barbara.buckley@nortonrosefulbright.com 4. Ultra Make-Whole Litigation $464,983 Claimant - OpCo Noteholders Attn.: Morgan Lewis & Bockius LLP Peter Sabin Willett 1701 Market Street Philadelphia, PA 19103 Peter Sabin Willett Tel: 617-951-8775 Email: sabin.willett@morganlewis.com Ultra Make-Whole Claimant - OpCo Noteholders Attn.: Akin Gump Strauss Hauer & Feld Billing Supervisor 170 Pacific Avenue, Suite 4100 Dallas, TX 75201 Billing Supervisor Tel: 212-407-3121 Email: alanderson@akingump.com 5. Superior Roustabout Trade $423,803 Service Attn.: President - AR PO Box 10 Pinedale, WY 82941 Dena Bulanek, AR Tel: 307-749-6690 Email: mneubauer@superiorroustabout.com 6. ChampionX U.S. 3 Inc. Trade $422,315 Attn.: District O2C Manager 11177 S. Stadium Drive Sugar Land, TX 77478 Shana Sills Tel: 970-309-2554 Email: shana.sills@ecolab.com 7. R&R Services, Inc. Trade 400,428 Attn.: COO PO Box 409 Boulder, WY 82923 Scott Williams Tel: 307-749-1201 Email: scottw@r-rserviceinc.com 8. Crosby Energy Services, Inc. Trade $376,553 Attn: Billing Specialists PO Box 1489 Larose, LA 70373 Jess Kissling Tel: 800-250-3873 Email: prousse@crosbyenergyservices.com 9. A&T Welding, Inc. Trade $365,981 Attn.: Office Manager PO Box 1601 Pinedale, WY 82941 Aaron Stevens Tel: 307-537-3467 Email: Gwen@atwelding.com 10. Infinity Power & Controls, LLC Trade $318,842 Attn.: Bruch Pivic 1701 Decora Drive Rock Springs, WY 82901 Bruce Pivic Tel: 307-362-6661 Email: bpivic@wyoming.com 11. ToolPushers Supply Trade $250,647 Company Attn.: Deb Mulhbeier P.O. Box 1714 Casper, WY 82602 Tel: 307-266-0324 Email: deb.muhlbeier@truecos.com 12. Rocky Mountain Power Trade $221,978 Attn.: Regional Business Manager PO Box 26000 Portland, OR 97256-0001 Ron Wild Tel: 307-352-5236 Email: ron.wild@rockymountainpower.net 13. Kauppi Wireline Service Trade $137,110 2137 Carson Rock Springs, WY 82902 Don Kauppi Tel: 307-362-2005 Email: don.kauppi11@gmail.com 14. Earthworks, Inc. Trade $123,476 Attn.: ACH Contact 1 Hutchinson Road Riverton, WY 82501 Darlene Hostetter Tel: 307.857.4260 Email: dhearthworks@wyoming.com 15. H&N Gold Field Services Trade $116,498 Attn.: AR P.O. Box 1086 Rock Springs, WY 82902-1086 Carol Fawver Tel: 307-362-9803 Email: carol@hngoldfield.com 16. Rapid Wire LLC Trade $82,498 Attn.: AR Contact 78 Sievers Road Cora, WY 82925 Tammy Swenson Tel: 307-537-3434 Email: rapidwire@hotmail.com 17. Automation & Trade $70,660 Electronics, Inc. Attn: Accounting Manager PO Box 2670 Casper, WY 82602-2670 Mia Kamboris Tel: 307-233-0311 Email: mia_kamboris@autoeelct.com 18. Rendezvous Pipeline Company Trade $55,000 Attn.: Credit Representative 19100 Ridgewood Parkway San Antonio, TX 78259 Beverly Gee Tel: 210-626-4063 Email: beverly.a.gee@tsocorp.com 19. J&A Service Trade $51,423 Attn.: Accounting Manager 3166 Pipe Court Grand Junction, CO 81504 Shakima Wiley Tel: 970-434-9435 Email: jmontoya@ja-service.com 20. Jonah LLC Plaintiffs Litigation $50,000 in Jonah LLC Adversary Proceeding Attn.: McDowell Hetherington LLP Jarrod B. Martin 1001 Fannin Street, Suite 2700 Houston, TX 77002 Jarrod B. Martin Tel: 713-337-5580 Email: Jarrod.Martin@mhllp.com 21. DNOW L.P. Trade $46,072 PO Box 200822 Dallas, TX 75320-0822 Gina Sabedra Tel: 281-823-4700 Email: gina.sabedra@dnow.com 22. Eversheds Sutherland LLP Professional $43,605 Attn.: Edward Christian Services 999 Peach Tree Street, Suite 2300 Atlanta, GA 30309 Tel: 404-853-8000 Email: edwardchristian@eversheds-sutherland.com 23. Wade Scott Lauchner Trade $43,235 Attn.: Office Manager PO Box 264 Boulder, WY 82923 Ann Lauchner Tel: 307-231-4868 Email: lauchnerscott@yahoo.com 24. Trinity Consulting, Inc. Trade $34,003 Attn.: Contracts Administrator 12700 Park Central Drive Dallas, TX 75251 Erin Andre Tel: 972-661-8100 Email: collections@trinityconsultants.com 25. Scan Tech, Inc. Trade $32,029 Attn.: Office Manager PO Box 790580 Vernal, UT 84079 Mark Mobely Tel: 435-789-7007 Email: scantech@ubtanet.com 26. Power Services, Inc. Trade $28,776 Attn: AR Clerk PO Box 2870 Casper, WY 82602 Bill Power Tel: 307-472-7722 Email: PSI-Receivables@DNOW.com 27. Battery System, Inc. Trade $27,685 Attn.: Branch Manager/Sales 12322 Monarch Street Garden Grove, CA 92841 Brad Champlin Tel: 307-382-7938 Email: bradchamplin@batterysystems.net 28. Rocky Mtn. Oilfield Trade $17,041 Warehouse Attn.: Collections Specialists 414 S. Elm Street Casper, WY 82601 Russ Harbour Tel: 307-266-2260 Email: russh@rmow.com 29. Rocky Mountain Industrial Trade $17,033 Attn.: Accountant 1171 English Avenue Casper, WY 82601 Amber Wise Tel: 307-472-5519 Email: awise@rmiwyoming.com 30. Wyoming Department of Regulatory Unknown Environmental Quality 200 W 17th Street Cheyenne, WY 82001 Nancy Vehr Tel: 307-777-7501 Email: Wyodeq@wyo.gov UNIQUE TOOL: Trustee Hires Gold Lange as Counsel ------------------------------------------------ Richardo I. Kilpatrick, the Chapter 11 Trustee of Unique Tool & Manufacturing Co., Inc., seek(s)(4) authority from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Gold Lange & Majoros, P.C., as counsel to the Trustee. The Trustee requires Gold Lange to: a. give the Trustee legal advice with respect to his powers and duties; b. prepare on behalf of the Trustee all necessary applications, answers, orders, reports and other legal papers; c. investigate the Debtor's financial affairs; d. pursue Chapter 5 causes of action; e. prepare all legal pleadings necessary to liquidate the Debtor's non-exempt equity in property; f. appear and represent the Trustee at hearings, conferences, and other proceedings; and g. perform all other legal services for the Trustee as may be necessary herein. Gold Lange will be paid at these hourly rates: Stuart A. Gold $395 Elias T. Majoros $350 Jason P. Smalarz $285 Paraprofessionals $85 to $125 Gold Lange will also be reimbursed for reasonable out-of-pocket expenses incurred. Stuart A. Gold, a partner at Gold Lange & Majoros, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Gold Lange can be reached at: Stuart A. Gold, Esq. GOLD LANGE & MAJOROS, P.C. 24901 Northwestern Hwy., Suite 444 Southfield, MI 48075 Tel: (248) 350-8220 E-mail: sgold@glmpc.com About Unique Tool & Manufacturing Unique Tool & Manufacturing Co., Inc. -- http://www.uniquetool.com/ -- is a custom metal stamping company formed in 1963, which supplies stampings to the satellite, communications, electrical, appliance, refrigeration and automotive industries throughout the United States, Canada and Mexico. It specializes in tool and die manufacturing, brazing, welding, plating and more. Unique Tool & Manufacturing sought Chapter 11 protection (Bankr. N.D. Ohio Case No. 19-32356) on July 26, 2019. At the time of the filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Mary Ann Whipple is the case judge. Diller and Rice, LLC, is the Debtor's legal counsel. The U.S. Trustee for Region 9 appointed a committee of unsecured creditors on Sept. 5, 2019. The Creditors' Committee retained Wernette Heilman PLLC as its legal counsel. UNITED RESOURCE: Gets Approval to Hire Landini Reed as Accountant ----------------------------------------------------------------- United Resource, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Landini, Reed & Dawson, P.C. as its accountant. Landini will provide these services: a. prepare financial statements comprised of the annual balance sheet and related statements of income for the years ending Dec. 31, 2019 and 2020; b. assist the Debtor's bookkeeper in preparing trial balance sheets from which financial statements can be prepared; c. prepare federal and state income tax return for the years ending Dec, 31, 2019 and 2020; and d. perform other necessary accounting tasks. John Dawson, a certified public accountant and a partner at Landini, attests that his firm is a disinterested person under Section 101(14) of the Bankruptcy Code. Landini's hourly rates range from $50 to $300. The firm will receive reimbursement for work-related expenses. The firm can be reached through: John C. Dawson, CPA Landini, Reed & Dawson, P.C. 34034 W 8 Mile Rd # 100 Farmington Hills, MI 48335 Phone: (248) 476-3535 Fax: (248) 476-1515 About United Resource United Resource, LLC -- https://www.unitedresourcellc.com/ -- specializes in a full array of environmental services to industrial and municipal clients. It provides slurry management, storm water management, property maintenance, inspections and consulting, vacuum truck services, snow removal, sewer cleaning and televising, and waterblasting services. United Resource sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-43856) on March 15, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Maria L. Oxholm oversees the case. Schafer and Weiner, PLLC is the Debtor's legal counsel. USI INC: Moody's Rates $150MM Incremental Sec. Term Loan 'B2' ------------------------------------------------------------- Moody's Investors Service has affirmed the B3 corporate family rating of USI, Inc. following the company's announcement that it will acquire Associated Benefits and Risk Consulting from Associated Banc-Corp for $266 million. Moody's has assigned a B2 rating to USI's $150 million incremental senior secured term loan, which, along with newly issued equity, will be used to fund the purchase of ABRC and pay related fees and expenses. The parties announced their purchase and sale agreement in early May 2020, and expect to complete the transaction late in the second quarter or early in the third quarter of 2020. The rating outlook for USI is stable. RATINGS RATIONALE Moody's said USI's acquisition of ABRC, which is based in Minnetonka, MN, is strategically sound. It will increase USI's revenue by about 4%, enhance the firm's geographic footprint and product capabilities in Minnesota, and provide an entry into Wisconsin where USI does not have a presence. Offsetting these benefits, the transaction carries integration risk, including potential attrition among producers and clients, and it comes amid a weak and uncertain macroeconomic environment. The coronavirus-related economic downturn is dampening insurance brokers' revenues, earnings and cash flows. ABRC also has weaker profit margins than USI, which the group aims to improve through integration and cost savings. Moody's expects that USI will limit discretionary spending, refrain from further acquisitions and conserve liquidity during the downturn. Giving effect to the pending transaction, Moody's estimates that USI's pro forma debt-to-EBITDA ratio will be about 8x, which is aggressive for its rating category. The company's (EBITDA - capex) interest coverage will be about 2x and its free-cash-flow-to-debt ratio will remain in the low single digits. These metrics include the rating agency's adjustments for operating leases, contingent earnout obligations, run-rate EBITDA from acquisitions, and large integration and retention costs following USI's 2017 acquisition of Well Fargo Insurance Services. USI's ratings reflect its favorable market position, good balance of property & casualty and employee benefits business, and healthy pro forma free cash flow. The company seeks a team approach to middle market insurance brokerage to make its full range of products and services available to a given client. This approach has helped USI improve its organic growth and maintain solid pro forma EBITDA margins over the past few years. These strengths are offset by the company's high financial leverage, continuing merger integration risk and potential liabilities from errors and omissions in the delivery of professional services. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of USI's ratings include: (i) debt-to-EBITDA ratio below 7x, (ii) (EBITDA - capex) coverage of interest consistently exceeding 2x, (iii) free-cash-flow-to-debt ratio exceeding 5%, and (iv) successful integration of the WFIS network. Factors that could lead to a downgrade of USI's ratings include: (i) pro forma debt-to-EBITDA ratio above 8x, (ii) pro forma (EBITDA - capex) coverage of interest below 1.2x, (iii) pro forma free-cashflow-to-debt ratio below 2%, or (iv) delay or disruption of the WFIS integration or pending ABRC integration. Moody's has affirmed the following ratings (with loss given default (LGD) assessments): Corporate family rating at B3, Probability of default rating at B3-PD, $250 million senior secured revolving credit facility (currently undrawn) maturing in May 2022 at B2 (LGD3), $2.6 billion senior secured term loan maturing in May 2024 at B2 (LGD3), $550 million incremental senior secured term loan maturing in December 2026 at B2 (LGD3), $615 million senior unsecured notes maturing in May 2025 at Caa2 (LGD6). Moody's has assigned the following rating: $150 million incremental senior secured term loan maturing in December 2026 at B2 (LGD3). The rating outlook for USI is stable. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. Based in Valhalla, New York, USI offers a broad range of property & casualty and employee benefits insurance products and services mainly to middle market businesses across the US. The company generated revenue of $1.9 billion in 2019. VIKING CRUISES: S&P Downgrades ICR to 'B-'; Outlook Negative ------------------------------------------------------------ S&P Global Ratings lowered the issuer credit rating on Viking Cruises Ltd. to 'B-' from 'B'. S&P is assigning its 'B-' issue-level rating and '3' recovery rating to the proposed senior secured notes, indicating its expectation for meaningful recovery (50%-70%; rounded estimate: 60%) for lenders in the event of a payment default. It is also lowering the issue-level rating on Viking's existing senior secured notes to 'B+' from 'BB-', and the issue-level rating on the company's senior unsecured notes to 'B-' from 'B', in line with the lowering of the issuer credit rating. The recovery rating remains '1', indicating S&P's expectation for very high recovery (90%-100%; rounded estimate: 95%). S&P is removing all ratings from CreditWatch, where it placed them March 12, 2020, with negative implications. "The downgrade to 'B-' reflects our expectation that Viking's leverage will not improve under 7.5x in 2021, even in our assumed recovery scenario. This is after an EBITDA loss and significant deterioration in credit measures in 2020 because of the COVID-19 pandemic. In our assumed containment scenario, we believe Viking can begin to recover in the fourth quarter of 2020 and into 2021. However, we continue to believe a global recession, travel restrictions, and lingering travel fears could prolong recovery and affect consumer discretionary spending," S&P said. "Pro forma for the issuance of $600 million senior secured notes, we now expect the company's S&P Global Ratings-adjusted debt to EBITDA to exceed 8x in 2021, up from our previous expectation of above 7x," the rating agency said. This follows a significant deterioration in credit measures in 2020 because of a meaningful loss of revenue and cash flow from the COVID-19 pandemic and the suspension of Viking's cruises through at least June 30, 2020. It's uncertain when Viking will resume operations, and it will likely lose EBITDA in 2020 even if it resumes sailing in the fourth quarter. Viking was the first cruise operator to announce it was suspending sailing through June 30. S&P believes Viking may extend its suspension because of safety concerns for its customers, continued restrictions on gathering sizes, the extension of the Centers for Disease Control and Prevention's no-sail order, and heightened travel restrictions around the globe (including the possibility that external EU borders might not reopen for the summer tourist season). As a result, S&P assumes Viking's operations could remain suspended through the seasonally strong third quarter and begin to resume in the fourth quarter. "We believe while operations are suspended EBITDA will be materially negative given the lack of revenue and continued ship-level and overhead expenses. That said, we believe expenses associated with the company's ships will decline significantly. Crew payroll, food, and fuel expenses could be meaningfully reduced if the ship is not sailing and has no guests. Further, we believe Viking will significantly reduce advertising spending until operations resume, and customers might be more receptive to booking cruises," S&P said. Once operations resume, demand will likely remain weak because the U.S. is in a recession and travel fears may linger even after the coronavirus is contained. Viking primarily caters to North American consumers over 55 years of age. This older customer demographic might be reluctant to resume travel quickly given the heightened risks that COVID-19 poses and the greater flexibility these customers have around the timing of travel. Furthermore, customers often have to fly to points of embarkation, further elevating travel fears. Viking's adjusted leverage will likely be above 8x next year even in S&P's current assumed recovery scenario. "Although we assume meaningful improvement in operating performance in 2021 compared to 2020, we believe it could take several years for the company to recover to 2019 levels. We assume our measure of adjusted EBITDA will improve to 25%-35% below 2019. We believe weaker demand could result in lower prices and occupancy, and that use of cruise credits from cancelled 2020 sailings could impair revenue. We believe Viking's expenses may be higher because of additional health and safety measures and marketing to enhance bookings and launch the company's new expedition ships," S&P said. "We acknowledge significant uncertainty in our forecast and view 2020 as an anomaly brought on by the unprecedented suspension of cruises in response to the pandemic. We therefore place greater weight on our forecast 2021 credit measures as they will more accurately capture the company's earnings power and cash generation than this year's anomalous results," the rating agency said. S&P's measure of leverage is adjusted for operating leases, charter commitments, and preferred shares issued at Viking's parent. S&P also net cash over $300 million against debt balances because it believes $300 million of Viking's cash balance is unavailable for debt repayment. S&P includes the preferred stock held at Viking's parent as debt, because S&P believes it has some provisions the rating agency considers debt-like and that longer term Viking could redeem the preferred stake, potentially using debt. Although S&P includes the parent preferred stock as debt, the rating agency believes the instrument includes provisions that provide a significant amount of financial flexibility and are favorable to creditors. The preferred stock adds about 1.25x to S&P's forecast leverage in 2021. S&P estimates Viking has adequate liquidity to manage its cash burn under the rating agency's 2021 recovery scenario. S&P believes the company likely has sufficient liquidity, cash balances to fund its cash burn, including the rating agency's assumptions on refunds of customer deposits. Viking's cash balance in March 2020 dropped to $1.3 billion from $1.7 billion as of Dec. 31, 2019. This already incorporates some customer refunds and operating expenses during its suspension. Pro forma for the proposed notes issuance and the use of a portion of the proceeds to repay outstanding debt on the collateral vessels, Viking will have about $1.7 billion cash on the balance sheet, net of fees and expenses. (Viking does not have a revolving credit facility.) S&P believes the proposed senior secured notes, if completed, should provide Viking with sufficient liquidity through the next 12 months, in the event sailing is suspended beyond the third quarter. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The negative outlook reflects that S&P could lower its ratings on Viking if the company's revenue and cash flow remain significantly stressed and don't recover over the next 12 months, such that the rating agency believes the company's liquidity position will deteriorate, raising questions about the long-term sustainability of its capital structure. The negative outlook also reflects continued uncertain recovery prospects following the pandemic. "We could lower our ratings if some combination of an extended suspension of sailing, weaker bookings for 2021, higher than expected customer refunds or an inability to significantly improve EBITDA and cash flow threatens Viking's ability to sustain its capital structure. We will also continue to monitor efforts to contain the virus and assess how the pandemic might alter or weaken travel and cruise demand over the longer term. In the event we no longer believe Viking's revenue and cash flow will recover in 2021, we could lower ratings," S&P said. "We are unlikely to revise the outlook to stable over the next year given high uncertainty around when the coronavirus might be contained, how long it may take travel and cruise demand to recover, and the effect that could have on our base-case recovery assumptions. Nevertheless, once operations recover, we could consider higher ratings if we expect Viking would sustain adjusted leverage under 7.5x," the rating agency said. WATSON GRINDING: Hires Macco Restructuring as Financial Advisor --------------------------------------------------------------- Watson Grinding and Manufacturing Co. seeks authority from the United States Bankruptcy Court for the Southern District of Texas to employ Macco Restructuring Group LLC as its financial advisor. Watson requires Macco to: a. provide business and debt restructuring advice, including business strategy among key elements of the Debtor's business; b. assist or prepare a weekly 13-week cash flow forecast and related financial and business models that can be utilized by management, among others, to understand the Debtor's liquidity; c. prepare the Statement of Financial Affairs and Schedules, Monthly Operating Reports, and similar chapter 11 administrative, financial and accounting reports; d. If requested by the Debtor, review inventory to determine its salability and to provide monetization alternatives; e. as requested by Debtor's management, suggest redeployment of assets as deemed appropriate; f. in concert with the Debtor's management, suggest operational decisions, including those which will or potentially will, affect operations, contracting, accounting, collection of accounts, cash and cash disbursements, and all similar business undertakings; g. as requested by Debtor's management, evaluate and make recommendations in connection with strategic alternatives to maximize the value of the Debtor and/or its assets; h. as requested by Debtor's management, suggest modifications to business decisions or accounting/policy controls, as necessary or required, that may include providing additional professional services; and i. as requested by the Debtor's management, provide litigation support services. Macco is a "disinterested person," as that term is defined in the Bankruptcy Code Section 101(14), as modified by Bankruptcy Code Section 1107(b); and does not hold or represent any interest adverse to the Debtors' estates, according to court filings. The firm can be reached through: Drew McManigle Macco Restructuring Group LLC 700 Milam St #1300 Houston, TX 77002 About Watson Grinding & Manufacturing Watson Grinding & Manufacturing Co. -- http://www.watsongrinding.com/-- provides precision machined parts, thermal spray coatings and grinding services to companies in the oil and gas, chemical, and mining industries. Watson Valve Services, Inc., -- http://watsonvalve.com/-- is a turn-key OEM manufacturer of severe service ball valves. Additionally, Watson Valve provides hydrostatic and pneumatic pressure testing; oxygen service cleaning; on-site and off-site installation support and troubleshooting; valve dis-assembly, analysis, repair, and rebuilding; actuation system mounting and installation; CNC and manual machining; grinding; thermal spray coatings; coatings analysis; and non-destructive testing. Watson Grinding and Watson Valve sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case Nos. 20-30967 and 20-30968) on Feb. 6, 2020. At the time of the filing, Watson Grinding disclosed assets of between $10 million and $50 million and liabilities of the same range. Watson Valve had estimated assets of between $10 million and $50 million and liabilities of between $500,000 and $1 million. Judge Marvin Isgur oversees the cases. The Debtors tapped McDowell Hetherington, LLP and Jones, Murray & Beatty, LLC, as their legal counsel. On Feb. 21, 2020, the United States Trustee for the Southern District of Texas appointed the Official Committee of January 24 Claimants. The Committee retained Porter Hedges LLP, and Burns Bowen Bair LLP, as counsel. WC HIRSHFELD: Unsecured Creditors to Get Full Payment in Plan ------------------------------------------------------------- Debtors WC Hirshfeld Moore, LLC, WC 103 East Fifth, LLC, WC 320 Congress, LLC, WC 422 Congress, LLC, WC 805-809 East Sixth, LLC, WC 901 East Cesar Chavez, LLC, WC 1212 East Sixth, LLC, and WC 9005 Mountain Ridge, LLC filed a Disclosure Statement with respect to Plan of Reorganization dated May 1, 2020. The Lender's Allowed Claim in Class 1 will be paid at the election of the Debtor either (a) over the time period specified in the Plan or (b) from cash from proceeds of refinancing or sale. If upon the earlier of (a) the Effective Date or (b) Oct. 13, 2020, none of the Properties have been sold or refinanced, then beginning on the 15th of the month thereafter, the Debtors shall commence making monthly interest only payments at 3.25 percent per annum simple interest, or such amount as determined by the Court. All remaining principal, interest and costs will be due and payable on June 30, 2021. Each holder of an Allowed Unsecured Claim in Class 2 shall receive payment in full of the allowed amount of each holder’s claim, to be paid 30 days following payment of the Class 1 claim. Each holder of an Equity Interest in Class 3 will retain such interests, but shall not receive any distribution on account of such interests until Class 1 and Class 2 are paid in full. This Class is not impaired. All Cash necessary for the Reorganized Debtors to make payments pursuant to the Plan shall be obtained from rental receipts, proceeds of refinancing, proceeds of sales, or from Court approved financing, including from an affiliate of the Debtors. A full-text copy of the Disclosure Statement dated May 1, 2020, is available at https://tinyurl.com/y8r5w6f3 from PacerMonitor at no charge. Attorneys for the Debtors: LOEWINSOHN FLEGLE DEARY SIMON LLP Daniel P. Winikka Tyler Simpson 12377 Merit Drive, Suite 900 Dallas, TX 75251 Telephone: (214) 572-1700 Facsimile: (214) 572-1717 E-mail: danw@lfdslaw.com tylers@lfdslaw.com - and - CIARDI CIARDI & ASTIN Daniel K. Astin, Esquire Joseph J. McMahon Jr., Esquire 1204 N. King Street Wilmington, DE 19801 Tel: (302) 658-1100 Fax: (302) 658-1300 E-mail: jmcmahon@ciardilaw.com Albert A. Ciardi, III, Esquire Walter W. Gouldsbury III, Esquire One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: (215) 557-3551 E-mail: aciardi@ciardilaw.com wgouldsbury@ciardilaw.co About WC Hirshfeld Moore WC Hirshfeld Moore, LLC and seven debtor affiliates each filed Chapter 11 petitions (Bankr. W.D. Tex. Lead Case No. 20-10251) on Feb. 3, 2020. The debtor affiliates are (i) WC 103 East Fifth, LLC, (ii) WC 320 Congress, LLC, (iii) WC 422 Congress, LLC, (iv) WC 805-809 East Sixth, LLC, (v) WC 901 East Cesar Chavez, LLC, (vi) WC 1212 East Sixth, LLC and (vii) WC 9005 Mountain Ridge, LLC. Judge Tony M. Davis oversees the cases. At the time of the filing, WC Hirshfeld Moore disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtors tapped Ciardi, Ciardi & Astin as their primary restructuring counsel and Loewinsohn Flegle Deary Simon LLP as Ciardi's co-counsel. WOLVERINE WORLD: Egan-Jones Lowers Senior Unsecured Ratings to B+ ----------------------------------------------------------------- Egan-Jones Ratings Company, on May 5, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Wolverine World, Inc. to B+ from BB-. Headquartered in Rockford, Michigan, Wolverine World Wide, Inc. manufactures and markets branded footwear and performance leathers. WPB HOSPITALITY: Seeks to Hire Sender & Smiley as Mediator ---------------------------------------------------------- WPB Hospitality, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Sender & Smiley, LLC to serve as mediator. John Smiley, Esq. of Sender & Smiley, LLC has agreed to act as mediator for the Debtor and American Lending Center, LLC, to mediate the Claims Objection dispute between the parties in the bankruptcy case. Mr. Smiley charges a flat rate of $4,000 for the preparation of and the conduct of a full day of mediation. This $4,000 charge will be split between the Debtor and American Lending Center equally. Mr. Smiley assures the court that his firm is "disinterested" pursuant to 11 U.S.C. Secs. 101(14) and 327. The mediator can be reached through: John Smiley, Esq. Sender & Smiley, LLC 600 17th Street, Suite 2800 South Denver, CO 80202 Phone: 303-454-0525 Fax: 303-573-1956 About WPB Hospitality WPB Hospitality, LLC is a single asset real estate company (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at 16161 E. 40th Ave., Denver, Colorado. WPB Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-18636) on Oct. 3, 2018. In the petition signed by Wanda Bertoia, owner, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Judge Elizabeth E. Brown oversees the case. The Debtor tapped Lindquist-Kleissler & Company, LLC as its legal counsel and CBRE, Inc. as broker. [^] BOND PRICING: For the Week from May 11 to 15, 2020 ------------------------------------------------------ Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 24 Hour Fitness Worldwide HRFITW 8.00 2.83 6/1/2022 24 Hour Fitness Worldwide HRFITW 8.00 2.77 6/1/2022 AMC Entertainment Holdings AMC 5.75 23.57 6/15/2025 AMC Entertainment Holdings AMC 5.88 23.62 11/15/2026 Ahern Rentals Inc AHEREN 7.38 36.64 5/15/2023 Ahern Rentals Inc AHEREN 7.38 39.76 5/15/2023 America West Airlines 2001-1 Pass Through Trust AAL 7.10 82.60 4/2/2021 American Airlines 2011-1 Class A Pass Through Trust AAL 5.25 81.31 1/31/2021 American Airlines 2013-1 Class B Pass Through Trust AAL 5.63 84.00 1/15/2021 American Airlines 2013-2 Class B Pass Through Trust AAL 5.60 99.50 7/15/2020 American Airlines Group AAL 5.00 35.42 6/1/2022 American Airlines Group AAL 5.00 35.28 6/1/2022 American Energy- Permian Basin LLC AMEPER 12.00 69.25 10/1/2024 American Energy- Permian Basin LLC AMEPER 12.00 12.11 10/1/2024 American Energy- Permian Basin LLC AMEPER 12.00 12.11 10/1/2024 Aptim Corp CSVCAC 7.75 33.67 6/15/2025 Aptim Corp CSVCAC 7.75 33.83 6/15/2025 Arbor Realty Trust Inc ABR 5.38 79.68 11/15/2020 AvalonBay Communities Inc AVB 1.65 99.08 1/15/2021 BPZ Resources Inc BPZR 6.50 3.02 3/1/2049 Bank of New York Mellon Corp/The BK 4.95 94.88 N/A Basic Energy Services Inc BASX 10.75 42.87 10/15/2023 Basic Energy Services Inc BASX 10.75 42.87 10/15/2023 Beverages & More Inc BEVMO 11.50 62.50 6/15/2022 Beverages & More Inc BEVMO 11.50 62.04 6/15/2022 Bon-Ton Department Stores Inc/The BONT 8.00 9.40 6/15/2021 Briggs & Stratton Corp BGG 6.88 23.11 12/15/2020 Bristow Group Inc BRS 6.25 6.00 10/15/2022 Bristow Group Inc BRS 4.50 6.00 6/1/2023 Bruin E&P Partners LLC BRUINE 8.88 1.09 8/1/2023 Bruin E&P Partners LLC BRUINE 8.88 1.18 8/1/2023 Buffalo Thunder Development Authority BUFLO 11.00 50.13 12/9/2022 CBL & Associates LP CBL 5.25 28.75 12/1/2023 CBL & Associates LP CBL 4.60 26.17 10/15/2024 CEC Entertainment Inc CEC 8.00 9.06 2/15/2022 CSI Compressco LP / CSI Compressco Finance CCLP 7.25 33.95 8/15/2022 Calfrac Holdings LP CFWCN 8.50 4.45 6/15/2026 Calfrac Holdings LP CFWCN 8.50 4.56 6/15/2026 California Resources Corp CRC 8.00 0.62 12/15/2022 California Resources Corp CRC 6.00 1.97 11/15/2024 California Resources Corp CRC 8.00 0.40 12/15/2022 California Resources Corp CRC 6.00 1.30 11/15/2024 Callon Petroleum Co CPE 6.25 23.41 4/15/2023 Callon Petroleum Co CPE 6.13 19.35 10/1/2024 Callon Petroleum Co CPE 6.38 18.47 7/1/2026 Callon Petroleum Co CPE 8.25 18.92 7/15/2025 Callon Petroleum Co CPE 6.13 18.79 10/1/2024 Callon Petroleum Co CPE 6.13 18.79 10/1/2024 Capital One Financial Corp COF 5.55 81.44 N/A Chaparral Energy Inc CHAP 8.75 4.42 7/15/2023 Chaparral Energy Inc CHAP 8.75 3.51 7/15/2023 Chesapeake Energy Corp CHK 11.50 4.49 1/1/2025 Chesapeake Energy Corp CHK 11.50 4.85 1/1/2025 Chesapeake Energy Corp CHK 4.88 4.10 4/15/2022 Chesapeake Energy Corp CHK 5.50 3.45 9/15/2026 Chesapeake Energy Corp CHK 5.38 2.88 6/15/2021 Chesapeake Energy Corp CHK 5.75 3.58 3/15/2023 Chesapeake Energy Corp CHK 7.00 2.70 10/1/2024 Chesapeake Energy Corp CHK 8.00 4.47 6/15/2027 Chesapeake Energy Corp CHK 8.00 3.57 1/15/2025 Chesapeake Energy Corp CHK 7.50 2.82 10/1/2026 Chesapeake Energy Corp CHK 8.00 2.00 3/15/2026 Chesapeake Energy Corp CHK 8.00 3.52 3/15/2026 Chesapeake Energy Corp CHK 8.00 3.33 6/15/2027 Chesapeake Energy Corp CHK 8.00 3.33 6/15/2027 Chesapeake Energy Corp CHK 8.00 3.00 1/15/2025 Chesapeake Energy Corp CHK 8.00 3.00 1/15/2025 Chesapeake Energy Corp CHK 8.00 3.52 3/15/2026 Citigroup Inc C 5.95 89.75 N/A Citigroup Inc C 4.59 98.99 5/26/2020 Clearway Energy Inc CWENA 3.25 99.25 6/1/2020 CorEnergy Infrastructure Trust Inc CORR 7.00 80.00 6/15/2020 DCP Midstream LP DCP 7.38 50.50 N/A DFC Finance Corp DLLR 10.50 67.13 6/15/2020 DFC Finance Corp DLLR 10.50 67.13 6/15/2020 Dean Foods Co DF 6.50 4.00 3/15/2023 Dean Foods Co DF 6.50 4.02 3/15/2023 Denbury Resources Inc DNR 9.00 26.96 5/15/2021 Denbury Resources Inc DNR 5.50 4.71 5/1/2022 Denbury Resources Inc DNR 7.75 25.28 2/15/2024 Denbury Resources Inc DNR 9.25 27.44 3/31/2022 Denbury Resources Inc DNR 4.63 2.08 7/15/2023 Denbury Resources Inc DNR 6.38 7.50 12/31/2024 Denbury Resources Inc DNR 6.38 2.88 8/15/2021 Denbury Resources Inc DNR 9.00 27.77 5/15/2021 Denbury Resources Inc DNR 9.25 27.43 3/31/2022 Denbury Resources Inc DNR 7.50 24.00 2/15/2024 Denbury Resources Inc DNR 7.75 25.23 2/15/2024 Denbury Resources Inc DNR 7.50 23.94 2/15/2024 Depository Trust & Clearing Corp/The DEPTCC 4.88 98.00 N/A Diamond Offshore Drilling DOFSQ 7.88 9.88 8/15/2025 Diamond Offshore Drilling DOFSQ 5.70 11.25 10/15/2039 Diamond Offshore Drilling DOFSQ 4.88 10.25 11/1/2043 Diamond Offshore Drilling DOFSQ 3.45 9.00 11/1/2023 Downstream Development Authority of the Quapaw Tribe of Oklahoma QUAPAW 10.50 50.94 2/15/2023 Downstream Development Authority of the Quapaw Tribe of Oklahoma QUAPAW 10.50 52.07 2/15/2023 ENSCO International Inc VAL 7.20 7.00 11/15/2027 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.75 12.75 5/15/2026 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.00 1.50 11/29/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.38 1.11 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.75 12.43 5/15/2026 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.38 1.11 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.00 1.35 11/29/2024 EnLink Midstream Partners ENLK 6.00 24.88 N/A Energy Conversion Devices ENER 3.00 7.88 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 1.18 0.07 1/30/2037 Exantas Capital Corp XAN 4.50 47.50 8/15/2022 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.00 15.18 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.00 14.43 7/15/2023 Extraction Oil & Gas Inc XOG 7.38 6.10 5/15/2024 Extraction Oil & Gas Inc XOG 5.63 4.96 2/1/2026 Extraction Oil & Gas Inc XOG 5.63 4.98 2/1/2026 Extraction Oil & Gas Inc XOG 7.38 6.25 5/15/2024 FTS International Inc FTSINT 6.25 24.99 5/1/2022 Federal Farm Credit Banks Funding Corp FFCB 2.18 99.57 5/19/2027 Federal Home Loan Banks FHLB 2.00 99.47 2/20/2025 Federal Home Loan Banks FHLB 1.50 99.59 11/18/2020 Federal Home Loan Banks FHLB 2.79 98.87 10/24/2036 Federal Home Loan Mortgage FHLMC 1.60 99.54 5/18/2022 Federal National Mortgage Association FNMA 1.50 99.41 5/18/2020 Federal National Mortgage Association FNMA 1.75 99.42 5/22/2020 Federal National Mortgage Association FNMA 1.25 99.40 5/18/2020 Federal National Mortgage Association FNMA 1.20 99.40 5/18/2020 Federal National Mortgage Association FNMA 1.30 99.41 5/22/2020 Federal National Mortgage Association FNMA 1.48 99.41 5/22/2020 Federal National Mortgage Association FNMA 1.25 99.41 5/22/2020 Federal National Mortgage Association FNMA 1.18 99.41 5/22/2020 Fenix Marine Service Holdings Ltd NOLSP 8.00 40.77 1/15/2024 Fleetwood Enterprises Inc FLTW 14.00 3.56 12/15/2011 Forum Energy Technologies FET 6.25 33.56 10/1/2021 Frontier Communications FTR 11.00 32.25 9/15/2025 Frontier Communications FTR 10.50 32.75 9/15/2022 Frontier Communications FTR 8.75 31.00 4/15/2022 Frontier Communications FTR 7.13 28.75 1/15/2023 Frontier Communications FTR 7.63 30.06 4/15/2024 Frontier Communications FTR 6.25 27.25 9/15/2021 Frontier Communications FTR 6.88 28.75 1/15/2025 Frontier Communications FTR 9.25 26.76 7/1/2021 Frontier Communications FTR 8.88 28.50 9/15/2020 Frontier Communications FTR 6.80 17.81 8/15/2026 Frontier Communications FTR 11.00 29.50 9/15/2025 Frontier Communications FTR 10.50 32.59 9/15/2022 Frontier Communications FTR 10.50 30.88 9/15/2022 Frontier Communications FTR 11.00 32.47 9/15/2025 GameStop Corp GME 6.75 75.07 3/15/2021 GameStop Corp GME 6.75 75.79 3/15/2021 General Electric Co GE 5.00 73.50 N/A Global Eagle Entertainment ENT 2.75 7.63 2/15/2035 Gogo Inc GOGO 6.00 39.95 5/15/2022 Goodman Networks Inc GOODNT 8.00 41.59 5/11/2022 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.00 64.33 9/30/2021 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.00 64.33 9/30/2021 Grizzly Energy LLC VNR 9.00 6.00 2/15/2024 Grizzly Energy LLC VNR 9.00 6.00 2/15/2024 Guitar Center Inc GTRC 9.50 65.85 10/15/2021 Guitar Center Inc GTRC 9.50 66.46 10/15/2021 Hertz Corp/The HTZ 6.25 15.43 10/15/2022 Hertz Corp/The HTZ 5.50 13.60 10/15/2024 Hertz Corp/The HTZ 7.63 28.48 6/1/2022 Hertz Corp/The HTZ 6.00 13.43 1/15/2028 Hertz Corp/The HTZ 7.63 28.25 6/1/2022 Hertz Corp/The HTZ 5.50 14.25 10/15/2024 Hertz Corp/The HTZ 7.13 13.18 8/1/2026 Hertz Corp/The HTZ 6.00 13.22 1/15/2028 Hertz Corp/The HTZ 7.00 17.75 1/15/2028 Hertz Corp/The HTZ 7.13 13.18 8/1/2026 Hi-Crush Inc HCR 9.50 1.14 8/1/2026 Hi-Crush Inc HCR 9.50 3.94 8/1/2026 High Ridge Brands Co HIRIDG 8.88 5.14 3/15/2025 High Ridge Brands Co HIRIDG 8.88 5.14 3/15/2025 HighPoint Operating Corp HPR 7.00 28.27 10/15/2022 HighPoint Operating Corp HPR 8.75 48.00 6/15/2025 International Wire Group ITWG 10.75 77.46 8/1/2021 International Wire Group ITWG 10.75 77.50 8/1/2021 J Crew Brand LLC / J Crew Brand Corp JCREWB 13.00 56.50 9/15/2021 JC Penney Corp Inc JCP 5.88 38.20 7/1/2023 JC Penney Corp Inc JCP 6.38 6.59 10/15/2036 JC Penney Corp Inc JCP 7.63 2.20 3/1/2097 JC Penney Corp Inc JCP 7.40 1.97 4/1/2037 JC Penney Corp Inc JCP 5.88 38.85 7/1/2023 JC Penney Corp Inc JCP 8.63 8.24 3/15/2025 JC Penney Corp Inc JCP 7.13 1.78 11/15/2023 JC Penney Corp Inc JCP 8.63 7.50 3/15/2025 JC Penney Corp Inc JCP 6.90 1.75 8/15/2026 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.25 3.15 10/15/2025 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.25 3.19 10/15/2025 K Hovnanian Enterprises HOV 10.00 60.00 11/15/2025 KLX Energy Services Holdings Inc KLXE 11.50 37.51 11/1/2025 KLX Energy Services Holdings Inc KLXE 11.50 38.38 11/1/2025 KLX Energy Services Holdings Inc KLXE 11.50 38.76 11/1/2025 LSC Communications Inc LKSD 8.75 18.25 10/15/2023 LSC Communications Inc LKSD 8.75 9.38 10/15/2023 Liberty Media Corp LMCA 2.25 46.88 9/30/2046 LoanCore Capital Markets LLC / JLC Finance Corp JEFLCR 6.88 94.75 6/1/2020 Lonestar Resources America LONE 11.25 3.26 1/1/2023 Lonestar Resources America LONE 11.25 3.20 1/1/2023 MAI Holdings Inc MAIHLD 9.50 20.00 6/1/2023 MAI Holdings Inc MAIHLD 9.50 20.00 6/1/2023 MAI Holdings Inc MAIHLD 9.50 20.00 6/1/2023 MF Global Holdings Ltd MF 9.00 15.63 6/20/2038 MF Global Holdings Ltd MF 6.75 15.63 8/8/2016 Martin Midstream Partners LP / Martin Midstream Finance Corp MMLP 7.25 45.63 2/15/2021 Martin Midstream Partners LP / Martin Midstream Finance Corp MMLP 7.25 43.23 2/15/2021 Martin Midstream Partners LP / Martin Midstream Finance Corp MMLP 7.25 43.23 2/15/2021 Mashantucket Western Pequot Tribe MASHTU 7.35 16.00 7/1/2026 McClatchy Co/The MNIQQ 6.88 2.00 3/15/2029 McClatchy Co/The MNIQQ 6.88 25.00 7/15/2031 McClatchy Co/The MNIQQ 7.15 2.00 11/1/2027 McDermott Technology Americas Inc / McDermott Technology US Inc MDR 10.63 5.00 5/1/2024 McDermott Technology Americas Inc / McDermott Technology US Inc MDR 10.63 4.76 5/1/2024 Men's Wearhouse Inc/The TLRD 7.00 22.93 7/1/2022 Men's Wearhouse Inc/The TLRD 7.00 24.02 7/1/2022 MetLife Inc MET 5.25 89.50 N/A Morgan Stanley MS 5.55 88.51 N/A Murray Energy Corp MURREN 12.00 0.00 4/15/2024 Murray Energy Corp MURREN 12.00 0.59 4/15/2024 NWH Escrow Corp HARDWD 7.50 52.48 8/1/2021 NWH Escrow Corp HARDWD 7.50 52.48 8/1/2021 Nabors Industries Inc NBR 5.75 26.45 2/1/2025 Nabors Industries Inc NBR 4.63 65.89 9/15/2021 Nabors Industries Inc NBR 5.10 30.33 9/15/2023 Nabors Industries Inc NBR 0.75 19.50 1/15/2024 Nabors Industries Inc NBR 5.50 26.12 1/15/2023 Nabors Industries Inc NBR 5.75 27.50 2/1/2025 Nabors Industries Inc NBR 5.75 27.84 2/1/2025 Navajo Transitional Energy Co LLC NVJOTE 9.00 5.00 10/24/2024 Neiman Marcus Group LLC/The NMG 7.13 12.19 6/1/2028 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.00 8.16 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14.00 26.00 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.75 7.79 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.00 8.25 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14.00 20.62 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.75 8.08 10/25/2024 Neiman Marcus Group Ltd NMG 8.00 54.00 10/15/2021 Neiman Marcus Group Ltd NMG 8.00 53.88 10/15/2021 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.25 3.88 5/15/2019 Nine Energy Service Inc NINE 8.75 35.05 11/1/2023 Nine Energy Service Inc NINE 8.75 34.96 11/1/2023 Nine Energy Service Inc NINE 8.75 35.33 11/1/2023 Northwest Hardwoods Inc HARDWD 7.50 35.00 8/1/2021 Northwest Hardwoods Inc HARDWD 7.50 35.00 8/1/2021 OMX Timber Finance Investments II LLC OMX 5.54 0.57 1/29/2020 Oasis Petroleum Inc OAS 6.88 9.65 3/15/2022 Oasis Petroleum Inc OAS 6.88 11.19 1/15/2023 Oasis Petroleum Inc OAS 6.25 9.80 5/1/2026 Oasis Petroleum Inc OAS 2.63 10.13 9/15/2023 Oasis Petroleum Inc OAS 6.50 13.15 11/1/2021 Oasis Petroleum Inc OAS 6.25 9.74 5/1/2026 Omnimax International Inc EURAMX 12.00 74.68 8/15/2020 Omnimax International Inc EURAMX 12.00 74.55 8/15/2020 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.63 56.91 6/1/2021 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.63 56.91 6/1/2021 PHH Corp PHH 6.38 57.82 8/15/2021 Party City Holdings Inc PRTY 6.13 5.73 8/15/2023 Party City Holdings Inc PRTY 6.63 7.59 8/1/2026 Party City Holdings Inc PRTY 6.63 7.91 8/1/2026 Party City Holdings Inc PRTY 6.13 6.85 8/15/2023 Pioneer Energy Services PESX 6.13 1.00 3/15/2022 Precigen Inc PGEN 3.50 17.63 7/1/2023 Pride International LLC VAL 7.88 8.66 8/15/2040 Principal Financial Group PFG 4.70 90.16 5/15/2055 Pyxus International Inc PYX 9.88 54.00 7/15/2021 Pyxus International Inc PYX 9.88 18.76 7/15/2021 Pyxus International Inc PYX 9.88 16.20 7/15/2021 QEP Resources Inc QEP 6.88 63.46 3/1/2021 QEP Resources Inc QEP 5.25 39.06 5/1/2023 QEP Resources Inc QEP 5.38 46.59 10/1/2022 Quorum Health Corp QHC 11.63 17.25 4/15/2023 Renco Metals Inc RENCO 11.50 24.88 7/1/2003 Revlon Consumer Products REV 5.75 53.47 2/15/2021 Revlon Consumer Products REV 6.25 17.37 8/1/2024 Rolta LLC RLTAIN 10.75 6.14 5/16/2018 SESI LLC SPN 7.13 25.00 12/15/2021 SESI LLC SPN 7.75 17.51 9/15/2024 SESI LLC SPN 7.13 44.98 12/15/2021 SM Energy Co SM 6.13 42.04 11/15/2022 SM Energy Co SM 5.00 33.84 1/15/2024 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.38 0.93 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.38 0.93 11/1/2021 SanDisk LLC SNDK 0.50 84.34 10/15/2020 Sanchez Energy Corp SNEC 7.25 1.00 2/15/2023 Sanchez Energy Corp SNEC 6.13 0.60 1/15/2023 Sanchez Energy Corp SNEC 7.25 0.75 2/15/2023 SandRidge Energy Inc SD 7.50 0.50 2/15/2023 Sears Holdings Corp SHLD 8.00 1.18 12/15/2019 Sears Holdings Corp SHLD 6.63 3.49 10/15/2018 Sears Holdings Corp SHLD 6.63 3.49 10/15/2018 Sears Roebuck Acceptance SHLD 7.50 1.00 10/15/2027 Sears Roebuck Acceptance SHLD 6.75 1.23 1/15/2028 Sempra Texas Holdings Corp TXU 5.55 13.50 11/15/2014 Stearns Holdings LLC STELND 9.38 45.38 8/15/2020 Stearns Holdings LLC STELND 9.38 45.38 8/15/2020 Summit Midstream Holdings LLC / Summit Midstream Finance Corp SUMMPL 5.75 28.77 4/15/2025 Summit Midstream Holdings LLC / Summit Midstream Finance Corp SUMMPL 5.50 33.29 8/15/2022 Summit Midstream Partners SMLP 9.50 6.63 N/A Teligent Inc/NJ TLGT 4.75 38.19 5/1/2023 TerraVia Holdings Inc TVIA 5.00 4.64 10/1/2019 TerraVia Holdings Inc TVIA 6.00 4.64 2/1/2018 Tesla Energy Operations TSLAEN 3.60 98.88 5/29/2020 Tesla Energy Operations TSLAEN 3.60 92.70 8/6/2020 Tesla Energy Operations TSLAEN 3.60 89.00 6/11/2020 Tilray Inc TLRY 5.00 34.25 10/1/2023 Transworld Systems Inc TSIACQ 9.50 24.25 8/15/2021 Transworld Systems Inc TSIACQ 9.50 24.25 8/15/2021 Tupperware Brands Corp TUP 4.75 29.96 6/1/2021 Tupperware Brands Corp TUP 4.75 30.31 6/1/2021 Tupperware Brands Corp TUP 4.75 30.31 6/1/2021 UCI International LLC UCII 8.63 4.78 2/15/2019 Ultra Resources Inc/US UPL 11.00 8.22 7/12/2024 Ultra Resources Inc/US UPL 7.13 0.05 4/15/2025 Ultra Resources Inc/US UPL 7.13 0.39 4/15/2025 Unit Corp UNTUS 6.63 8.77 5/15/2021 W&T Offshore Inc WTI 9.75 40.20 11/1/2023 W&T Offshore Inc WTI 9.75 40.21 11/1/2023 Wells Fargo Bank NA WFC 2.08 99.69 5/21/2021 Western Asset Mortgage Capital Corp WMC 6.75 45.18 10/1/2022 Whiting Petroleum Corp WLL 6.63 7.75 1/15/2026 Whiting Petroleum Corp WLL 5.75 7.00 3/15/2021 Whiting Petroleum Corp WLL 6.25 6.99 4/1/2023 Whiting Petroleum Corp WLL 6.63 6.75 1/15/2026 Whiting Petroleum Corp WLL 6.63 7.74 1/15/2026 Windstream Services LLC / Windstream Finance Corp WIN 10.50 5.63 6/30/2024 Windstream Services LLC / Windstream Finance Corp WIN 9.00 5.63 6/30/2025 Windstream Services LLC / Windstream Finance Corp WIN 9.00 5.43 6/30/2025 Windstream Services LLC / Windstream Finance Corp WIN 6.38 2.50 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 7.50 2.98 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 8.75 3.65 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 10.50 3.00 6/30/2024 Windstream Services LLC / Windstream Finance Corp WIN 6.38 2.50 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.75 3.65 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.75 3.70 10/1/2021 rue21 inc RUE 9.00 1.31 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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 ***