/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200609.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 9, 2020, Vol. 24, No. 160 Headlines ADELSA AUTO: Seeks Approval to Hire Bartolone Law as Legal Counsel AIR METHODS: S&P Affirms B- ICR; Outlook Stable AKCEL CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors ALPHA BUILDING: Case Summary & 20 Largest Unsecured Creditors AMC ENTERTAINMENT: S&P Puts 'C' Notes Rating on Watch Negative AMERICAN AIRLINES: S&P Lowers ICR to 'B-' on Steep Demand Decline APC AUTOMOTIVE: Moody's Cuts CFR to Ca on Chapter 11 Filing ARMSTRONG ENERGY: Murray Not Released from Indemnity Obligations ASTRIA HEALTH: Berniers Buying Yakima Property for $152K ASTRIA HEALTH: Franklund Buying Yakima Condo Unit 42 for $85K AT HOME GROUP: Delays Filing of Quarterly Report Over COVID-19 BJ'S WHOLESALE: S&P Upgrades ICR to 'BB-', Outlook Positive BLUE RIDGE SITE: Unsecured Creditors to Recover 2% of Claims CARBO CERAMICS: Sussman Represents The Armstrong, Constellation CBL & ASSOCIATES: Posts $139.3 Million Net Loss in First Quarter CEC ENTERTAINMENT: Top Execs. to Receive $2.9M Retention Payments CERENCE INC: Moody's Affirms B2 CFR, Outlook Negative CFRA HOLDINGS: Taps DJM Realty Services as Real Estate Consultant CHIFLEZ CORP: Unsecureds to be Paid in Full Under Plan CINEMEX USA: Law Firm of Russell Represents Utility Companies CLINIGENCE HOLDINGS: Closes Sale of Certain Assets to AHA COSTA HOLLYWOOD: Aug. 17 Auction of All Assets Set COWBOY CLEANERS: Gets Approval to Hire Wilkins & Wilkins as Counsel CYTOSORBENTS CORP: Stockholders Elect 5 Directors at Annual Meeting DELCATH SYSTEMS: William Rueckert Quits as Director DENBURY RESOURCES: Implements Revised Compensation Structure DEW TRUCKEN: Court Conditionally Approves Disclosure Statement DIXON PAVING: Has Until June 15 to File Plan and Disclosures DOVETAIL GALLERY: Pennsylvania L & I Objects to Disclosure & Plan DURA AUTOMOTIVE: Committee Says Plan Patently Unconfirmable ELCO MUTUAL: A.M. Best Affirms B(Fair) Financial Strength Rating ENTERPRISE COMMUNITY: MLF3 Wallabout Proposes Liquidating Plan EVERMILK LOGISTICS: Class 8 to Be Paid 30 Days After Confirmation FANNIE MAE: Terminates Registration of 8.75% Preferred Stock FERRELLGAS PARTNERS: Posts $15.4 Million Net Loss in 3rd Quarter FLO-TECH INC: Debtor Will Contribute all net Sale Proceeds FRANK INVESTMENTS: June 18 Plan & Disclosure Hearing Set FREDERICK D. FEIGL: $44K Sale of AEL Interest to Enterkin Approved FREEDOM COMMUNICATIONS: Taps A. Lavar Taylor as Tax Counsel GAMESTOP CORP: Moody's Puts Caa1 CFR on Review for Upgrade GAMESTOP CORP: Reports 1st Quarter Fiscal 2020 Preliminary Results GGI HOLDINGS: Branscomb, Sussman Represent Two Landlords GI DNYAMICS: Postpones Stockholders Meeting to June 16 GRAN TIERRA: Signs 14th Amendment to 2015 Credit Agreement GREG HOMESLEY: Unscureds Will get $150 Per Month for 120 Months HANNON ARMSTRONG: Fitch Affirms LT IDR & Unsec. Debt Rating at BB+ HARTSHORNE HOLDINGS: David T. Reynolds Represents Miles, Stratton HELIX TECHNOLOGIES: Receives $828K from Common Stock Sale HERTZ CORPORATION: Willkie, Young Represent Noteholder Group HI DEF MACHINING: Seeks to Hire Guilfoyle Law Office as Counsel HOOD LANDSCAPE: Bidding Deadline for Assets Closes June 30 HUBBARD RADIO: S&P Affirms 'B-' ICR; Outlook Negative IDEANOMICS INC: Board Approves Reduction of Debt Conversion Price IMPACT GLASS: June 17 Hearing on Disclosures and Plan Set IN MARKETING: Unsecureds to Recover 27% to 34% of Claims INSEEGO CORP: Has $18.2-Mil. Net Loss for Quarter Ended March 31 INVESTVIEW INC: DBR Capital Has 5% Stake as of May 27 JEFFERSON CENTER: Moody's Rates $17.4MM Series 2020A-2 Bonds 'Ba2' K3D PROPERTY: Committee Taps Arthur C. Grisham as Counsel KADMON HOLDINGS: Needs More Capital to Continue as Going Concern KADMON HOLDINGS: Plans to Sell $300 Million Worth of Securities KADMON HOLDINGS: Registers 13.4M Shares Under Equity Plans KATANGIAN VAIL: Ramzer Buying Montebello Property for $2.48M KIMBLE DEVELOPMENT: June 10 Hearing on Disclosure Statement KOREAN WESTERN: Trustee Taps Hahn Fife as Accountant KP ENGINEERING: June 11 Plan Confirmation Hearing Set LA MERCED: Time to Reply to OSP's Mortgage Property Sale Extended LGI HOMES: S&P Affirms 'BB-' Issuer Credit Rating; Outlook Stable LIBBEY GLASS: Young Conaway, Arnold Represent Term Lender Group LSC COMMUNICATIONS: Paul Weiss Represents Loan Parties MARIZYME INC: Extends Somah Agreement Drop Dead Date to July 30 MATRA PETROLEUM: Court Conditionally Okays Disclosure Statement MBM SAND: Bell Nunnally Represents ROMCO Equipment, MPCS MEDCARE PEDIATRIC: Court Conditionally OKs Disclosure Statement MELBOURNE BEACH: June 17 Hearing on Disclosure Statement MERIDIAN MARINA: Unsecureds to Get Lump Sum of $299K in Plan MERITOR INC: S&P Rates New $300MM Senior Unsecured Notes 'BB-' MESA MARKETPLACE: SMS Financial Objects to Disclosure Statement MGM GROWTH: S&P Rates $500MM Senior Unsecured Notes 'BB-' MIRABUX INC: Taps Lake Forest Bankruptcy as Legal Counsel MKJC AUTO GROUP: Case Summary & 17 Unsecured Creditors NANO MAGIC: Signs Lease with Magic Research for Michigan Facility NATIONAL CINEMEDIA: Moody's Cuts CFR to B2 & Alters Outlook to Neg. NEIMAN MARCUS: Law Firm of Russell Represents Utility Companies NEW EMERALD: Hughes, Skelton Represent Dakota Midstream, 2 Others NMI HOLDINGS: S&P Rates New $300MM Senior Secured Notes 'BB' NOBLE CORP: S&P Cuts ICR to 'SD' on Distressed Debt Repurchase NOVABAY PHARMACEUTICALS: Has $1.6M Net Loss for March 31 Quarter NUTRIBAND INC: Incurs $412K Net Loss in First Quarter NUVECTRA CORP: Unsecureds to Get 1st $200K From Sale NUZEE INC: Has $2.5M Net Loss for the Quarter Ended March 31 OLINDA STAR: Bankruptcy Court Recognizes BVI Proceeding ONE HUNDRED FOLD: Amends 2019 Reorganization Plan OROVILLE HOSPITAL: S&P Lowers 2019 Revenue Bond Rating to 'BB' OWENS & MINOR: Launches Cash Tender Offers for Senior Notes PARK TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors PARKHILL PEDIATRIC: June 12 Deadline Set for Committee Applications PEBBLEBROOK HOTEL: Needs Covenant Waivers to Remain Going Concern PETROLIA ENERGY: Acquires 50% Working Interest in Canadian Property PHM NETHERLANDS: S&P Downgrades ICR to 'B-'; Outlook Stable PHUNWARE INC: Posts $3.96 Million Net Loss in First Quarter PIER 1 IMPORTS: Ropes, McGuire Represent Retail Funding, Oaktree PIER 1 IMPORTS: Wind-Down of Operations & Store Closings Approved PLATINUM GROUP: Plans $2M Non-Brokered Private Placement POET TECHNOLOGIES: Buyer Delays Final Payment for DenseLight Unit POLA SUPERMARKET: Nery DeLeon Objects to Plan & Disclosures PRAIRIE STAR: Wobig Buying Lancaster Property for $470.5K PROPERTY VENTURES: Case Summary & 20 Largest Unsecured Creditors PUERTO RICO: Ambac Files Complaint Against Oversight Board PURDUE PHARMA: Eisenberg Represents Committee on Accountability PURPLE LINE TRANSIT: S&P Cuts Senior-Lien Revenue Bond Rating to B+ QUALTEK USA: Moody's Alters Outlook on B3 CFR to Negative RALSTON GA: S&P Lowers 2014A Bond Rating to 'D' on Missed Payment REALNETWORKS INC: Has $4.6M Net Loss for Quarter Ended March 31 RESIDEO FUNDING: Moody's Lowers CFR to B1, Outlook Stable RESONANT INC: Has $8.0-Mil. Net Loss for Quarter Ended March 31 RIOT BLOCKCHAIN: Further Advances Expansion of Mining Operations ROCK POND: Refinancing to Pay Claims in Full Under Plan RYFIELD PROPERTIES: Seeks to Hire Faye C. Rasch as Legal Counsel SAHBRA FARMS: July 7 Plan Confirmation Hearing Set SCRANTON, PA: S&P Alters GO Debt Rating Outlook to Negative SCREENVISION LLC: Moody's Alters Outlook on B2 CFR to Negative SEELOS THERAPEUTICS: Has $4.8-Mil. Net Loss for March 31 Quarter SEMILEDS CORP: Simplot Taiwan, et al. Report 35.7% Equity Stake SFKR LLC: Tax Authorities Object to Disclosure Statement SMART WORLDWIDE: S&P Withdraws 'B+' Issuer Credit Rating SONOMA PHARMACEUTICALS: Signs Consulting Agreement with Dr. Northey SOPERIOR FERTILIZER: Provides Default Status Update SOUTH BEACH: Insider Unsecureds Won't Get Payouts But to Back Plan STANFORD JONES: Bankr. Administrator Has Issues With Disclosures STANLEY R. WOMAC: Grant, Konvalinka Represents Thurman, Sunshine SUPERIOR ENERGY: Issues Added Notes Under Supplemental Indenture TATA CHEMICALS: S&P Downgrades ICR to 'B' on Refinancing Risk TENET HEALTHCARE: S&P Rates Senior Secured Term Loan 'BB-' TREVENA INC: Bid to Dismiss Amended Complaint Pending TRI POINTE: S&P Rates New $300MM Senior Unsecured Notes 'BB-' TRIUMPH GROUP: S&P Lowers ICR to 'CCC+' on Reduced Demand ULTRA PETROLEUM: June 17 Plan & Disclosure Hearing Set UNITED PF HOLDINGS: S&P Affirms 'CCC+' ICR; Outlook Negative VIRGIN ISLANDS WAPA: Fitch Maintains CCC IDR on Watch Negative WC 56 EAST AVENUE: Lender to Get Full Payment with 3.25% Interest WHITING PETROLEUM: Chapter 11 Cases Cast Going Concern Doubt WHITING PETROLEUM: Kean Miller Represents Equinor Energy, 3 Others WILSON COLLEGE: Fitch Affirms Series 2018 Bonds at BB, Outlook Neg. WOODTEX: McLemore Conducts Online Auctions for Assets WPX ENERGY: S&P Rates $500MM Senior Unsecured Debt 'BB-' YUNHONG CTI: Receives $500,000 From Preferred Stock Offering ZAYO GROUP: S&P Lowers Senior Unsecured Debt Rating to 'CCC+' [*] Chapter 11 Filings Up 48% in May 2020, Epiq Global Reports [*] Matthew Cantor Joins Pretium as Senior Managing Director ********* ADELSA AUTO: Seeks Approval to Hire Bartolone Law as Legal Counsel ------------------------------------------------------------------ Adelsa Auto Finance, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Bartolone Law, PLLC as its legal counsel nunc pro tunc to May 13. Bartolone Law will render these legal services in connection with Debtor's Chapter 11 case: (a) advise as to the Debtor's rights and duties in its bankruptcy case; (b) prepare pleadings related to the case, including a disclosure statement and a plan of reorganization; and (c) take other necessary actions incident to the proper preservation and administration of Debtor's bankruptcy estate. The Debtor and the law firm have agreed, subject to court approval, that services will be billed at the standard hourly rates of the respective attorneys and paralegals of the firm, which rates range from $375 for its most experienced attorneys and $125 for its most junior paraprofessionals. Prior to its bankruptcy filing, Debtor tendered the firm a retainer fee of $17,000. Of that retainer fee, the law firm was paid $4,079.50 for services and costs incurred prior to the commencement of this case. A fee of $12,920.50 was an advance fee for post-petition services and expenses in connection with the case. Bartolone Law, PLLC does not represent any interest adverse to Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Aldo G. Bartolone, Jr., Esq. Bartolone Law, PLLC 1030 N. Orange Ave., Suite 300 Orlando, FL 32801 Telephone: (407) 294-4440 Facsimile: (407) 287-5544 Email: aldo@bartolonelaw.com About Adelsa Auto Finance Adelsa Auto Finance Inc., an automobile dealer in Orlando, Fla., sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02697) on May 13, 2020. The petition was signed by Adelsa President Yngrid. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Debtor tapped Bartolone Law, PLLC as its counsel. AIR METHODS: S&P Affirms B- ICR; Outlook Stable ----------------------------------------------- S&P Global Ratings affirmed its ratings on Air Methods Corp., including the 'B-' issuer credit rating. The outlook remains stable. The ratings affirmation on Air Methods incorporates S&P's view of adequate cushion at the current rating level. The rating reflects Air Method's leading national position and substantial scale in its vital emergency medical air transport businesses and its United Rotorcraft segment that provides some diversification to the fixed-cost structure and weather-sensitive air-transport business. This is partially offset by its niche market, regulatory exposure to potential legislation curtailing pricing practices and surprise billing, and poor government reimbursement in air transport, with nearly all company profits generated by commercially insured customers. The rating also reflects high debt of leverage around 8x in 2019, expected to exceed 10x in 2020 and return to 8x in 2021. Although the company's cost structure is relatively fixed in the very short term, because of its equipment costs, highly specialized labor, and pilots protected by a collective bargaining agreement, S&P believes the company was able to implement substantial cost-cutting measures, and is ready to implement further cost reductions, to preserve profitability and liquidity, should that be needed. Furthermore operational improvements introduced in 2019, the relatively non-discretionary and life-saving nature of its air medical business, strength in the company's United Rotorcraft business, and S&P's expectation for lower capex spending, support the rating agency's expectations for 2020 performance and free cash flow. Air Methods continues to hold about a 20%-25% share of the emergency air transportation market operating in the U.S., with approximately 400 air medical helicopters and airplanes in 48 states. S&P believes the company's life-saving services are critical and necessary for the general population. In addition to its air tourism operations, S&P believes the company also benefits from some diversification through the United Rotorcraft division (9% of 2019 revenues), which designs, manufactures, and installs medical aircraft interiors. At the same time, S&P views Air Methods' competitive position as somewhat weaker than that of primary competitor, Global Medical Response Inc. (B/Stable/--), given its lower profitability and weaker services diversification. Global Medical Response also offers emergency ground transportation (ambulance services), which can operate in a wider array of weather conditions than air services, has been less affected by COVID-19, and it has lower fixed costs. The stable outlook reflects S&P's view that Air Methods possesses adequate liquidity, and the rating agency's expectation that leverage and cash flow metrics will return to above pre-pandemic levels in 2021, based on the rating agency's assumption of a gradual volumes recovery. S&P could lower the rating if the company's performance materially underperforms the rating agency's base case in 2020 or is slower to recover in 2021. This could result from a material increase in bad debt, a large second wave of the COVID-19 pandemic, poor weather (about 70%-75% of the company's aircrafts are subject to visual flight rules), the company's exposure to legislation around surprise billing, which could lead to constrained liquidity and difficulty refinancing the revolver, leading S&P to conclude that the capital structure is unsustainable. Although an upgrade is unlikely, S&P could raise the rating if Air Methods accelerates revenue and earnings growth, reducing leverage below about 6.5x. S&P would also need to believe that the company were committed to sustaining leverage at or below that level. AKCEL CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Akcel Construction, LLC 1057 Maitland Center Commons Blvd. Maitland, FL 32751 Business Description: Akcel Construction, LLC is a privately held company that specializes in providing shell construction services to builders across Florida and the Southeastern region. Chapter 11 Petition Date: June 8, 2020 Court: United States Bankruptcy Court Middle District of Florida Case No.: 20-03210 Debtor's Counsel: Justin M. Luna, Esq. LATHAM LUNA EDEN & BEAUDINE LLP P.O. Box 3353 Orlando, FL 32802-3353 Tel: (407) 481-5800 E-mail: jluna@lathamluna.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rubi Akooka, managing member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/P8p9Lo ALPHA BUILDING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Alpha Building Group, Inc. 1057 Maitland Center Commons Blvd. Maitland, FL 32751 Business Description: Alpha Building Group, Inc. is a construction company in Maitland, Florida. Chapter 11 Petition Date: June 8, 2020 Court: United States Bankruptcy Court Middle District of Florida Case No.: 20-03211 Debtor's Counsel: Justin M. Luna, Esq. LATHAM LUNA EDEN & BEAUDINE LLP P.O. Box 3353 Orlando, FL 32802-3353 Tel: (407) 481-5800 E-mail: jluna@lathamluna.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rubi Akooka, managing member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/3y51oL AMC ENTERTAINMENT: S&P Puts 'C' Notes Rating on Watch Negative -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on AMC Entertainment Holdings Inc. to 'CC'. S&P also placed its 'C' issue-level ratings on AMC Entertainment Holdings Inc.'s subordinated notes on CreditWatch with negative implications because it would lower the ratings to 'D' if the proposed exchange is completed. The downgrade follows AMC's announcement that it is launching an exchange offer for its 6.375% subordinated notes due 2024 (£500 million outstanding), 5.75% subordinated notes due 2025 ($600 million outstanding), 5.875% subordinated notes due 2026 ($595 million outstanding), and 6.125% subordinated notes due 2027 ($475 million outstanding). The company has offered to exchange its subordinated notes for new 12% secured notes due 2026. The indentures governing AMC's existing subordinated notes currently limit its ability to issue new senior notes to $640 million, although the company is concurrently seeking an amendment that would increase the amount of new senior debt it can issue. If noteholders opt to accept the exchange offer before June 16, 2020, they will receive around $520 to $530 in new secured notes for every $1,000 par in existing notes. This amount falls closer to $500 after the early exchange date and the final exchange offer expires June 30, 2020. S&P would consider the completion of the proposed exchange as a tantamount to a default because noteholders would receive less than the original par amount of the notes. Environmental, social, and governance (ESG) credit factors relevant to this rating action: -- Health and safety The negative outlook reflects S&P's expectation that it will lower the issuer credit rating on AMC to 'SD' upon completion of the proposed exchange offer. "We would lower the issuer credit rating to 'SD' upon completion of the proposed exchange offer. Immediately thereafter, we would raise the ratings to a level that reflects the ongoing risk of a conventional default or future distressed restructurings," S&P said. "While unlikely, we could raise the issuer credit rating if the proposed exchange offer is not completed and the company establishes a clear plan to avoid any future debt restructuring," the rating agency said. AMERICAN AIRLINES: S&P Lowers ICR to 'B-' on Steep Demand Decline ----------------------------------------------------------------- S&P Global Ratings lowered all ratings, including lowering the issuer credit rating on American Airlines Group Inc. to 'B-' from 'B', and removed them from CreditWatch where they were placed with negative implications on March 13, 2020. S&P also revised its recovery rating on American's senior unsecured debt to '6' from '4', reflecting a greater amount of secured debt in its capital structure. S&P expects American to generate a substantial cash flow deficit in 2020 due to the impact of the coronavirus, but to return to positive cash flow generation in 2021. While the company is reducing capacity and some associated costs, and benefits from the steep decline in oil prices, S&P expects these to continue to be more than offset by much weaker traffic. S&P expects passenger traffic to begin to recover later this year, continuing into 2021. S&P expects the company to generate adjusted negative EBITDA of at least $2 billion in 2020 compared with positive EBITDA of $7.3 billion in 2019 and to return to positive EBITDA in 2021 of at least $4 billion. However, in order to raise liquidity, the company has thus far added almost $9 billion of incremental debt. The company has been a beneficiary of the U.S. Government's Payroll Support Program, which is part of the Coronavirus Aid, Relief, and Economic Security (CARES) Act, under which it will receive $5.8 billion through July 2020. A portion of this ($1.7 billion) is in the form of a low interest loan. In addition, the company has applied for a $4.75 billion secured loan from the federal government, which it expects to receive by June 30, 2020. S&P is maintaining its assessment of liquidity at less than adequate. S&P is maintaining its assessment of liquidity as less than adequate primarily due to its expectation of a substantially negative level of cash generation over the next 12 months; S&P expects sources to cover uses by about 1.1x over this period. The company has been engaged in liquidity-raising initiatives, including proceeds from the CARES Act. As of March 31, 2020, the company had $6.8 billion of liquidity, including $3.6 billion of unrestricted cash. The company has indicated it expects to have $11 billion of liquidity on June 30, 2020, including all proceeds from the CARES ACT. It also has over $10 billion of unencumbered assets, not including the value of its AAdvantage frequent flyer program. S&P is lowering its issue-level ratings, in some cases by more than the one notch lowering of the issuer credit rating. S&P is revising the recovery rating on American's unsecured debt to '6' from '4'. This indicates S&P's expectation that lenders would receive negligible recovery (0%-10%; rounded estimate: 0%) of their principal in the event of a payment default. The lower percentage is due to the higher level of secured debt in the capital structure, which has reduced S&P's recovery expectations for unsecured debt. S&P has reviewed its ratings on all enhanced equipment trust certificates (EETC) for American and its predecessor airlines. S&P's rating actions reflect updated appraisal values that are based on current macroeconomic conditions. Overall, appraised base values for aircraft have changed modestly, and S&P has relied more on base values in cases where the rating agency believes American would affirm the aircraft in a future bankruptcy. However, current market values (especially on older aircraft and previous generation widebodies) have experienced larger declines. In addition, the company recently announced that it intends to retire its fleet of Boeing 757 and 767, Airbus A330-300, and Embraer 190 aircraft. For transactions where S&P believes it less likely that American will keep the planes, or if the planes are older and less desirable, the rating agency has tended to focus more on current market values than on base values in the rating agency's assessment of collateral coverage. In these situations, S&P has also lowered its assessment of the company's likelihood to affirm the aircraft in a hypothetical bankruptcy. Finally, in some cases where collateral coverage or affirmation risk has not materially changed, S&P has lowered its rating by one notch in line with the lower issuer credit rating on American. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety factors. S&P expects American's operating performance and liquidity to continue to be negatively affected in 2020 due to the continued steep decline in airline passenger traffic because of COVID-19, with some recovery expected in 2021. S&P would expect to lower ratings over the next six to 12 months if it came to believe the recovery would be more prolonged or weaker than expected, resulting in continued high cash flow burn, causing weaker-than-expected credit metrics. S&P could also lower ratings if the company's liquidity weakened or if its capital structure became unsustainable due to incremental debt. Although unlikely in 2020, S&P could revise the outlook to stable if the recovery in airline passenger traffic were stronger than expected by the end of 2020, with a recovery in 2021, resulting in positive earnings and cash flow. APC AUTOMOTIVE: Moody's Cuts CFR to Ca on Chapter 11 Filing ----------------------------------------------------------- Moody's Investors Service downgraded APC Automotive Technologies, LLC's senior secured term loan A tranches to Ca from Caa1, the senior secured term loan B to C from Caa3, the Probability of Default Rating to D-PD from Caa2-PD and the corporate family rating to Ca from Caa2. These actions follow the company's announcement that it has filed for protection under Chapter 11 of the US Bankruptcy Code [1]. After its actions, Moody's will withdraw all ratings for APC. The following rating actions were taken: Downgrades: Issuer: APC Automotive Technologies, LLC Corporate Family Rating, Downgraded to Ca from Caa2 Probability of Default Rating, Downgraded to D-PD from Caa2-PD Senior Secured Term Loan A, Downgraded to Ca (LGD3) from Caa1 (LGD3) Senior Secured Term Loan B, Downgraded to C (LGD5) from Caa3 (LGD5) Outlook Actions: Issuer: APC Automotive Technologies, LLC Outlook, Changed To No Outlook From Negative RATINGS RATIONALE APC had an unsustainable capital structure and constrained liquidity position that left the company with limited financial flexibility amid an unprecedented negative operating environment due to the coronavirus outbreak. The company's senior secured term loans A and B were downgraded to reflect Moody's view on potential recoveries, with the A tranches in the range of 25% to 35% and nil for the B tranche. The principal methodology used in these ratings was Automotive Supplier Methodology published in January 2020. APC Automotive Technologies, LLC is a domestically focused emissions manufacturer and brake and chassis distributor in the automotive aftermarket. The company's products include drums and rotors, catalytic converters, friction, chassis, calipers and other products. Revenue for 2019 was approximately $468 million. The business is currently co-owned by Harvest Partners, LP and Audax Group. ARMSTRONG ENERGY: Murray Not Released from Indemnity Obligations ---------------------------------------------------------------- In the case captioned Murray Kentucky Energy, Inc.; Western Kentucky Consolidated Resources, LLC Movants-Appellants, v. Ceralvo Holdings, LLC; Western Mineral Development, LLC; Thoroughbred Resources, L.P. Objectors-Appellees, No. 19-6038 (8th Cir.), Appellants, Murray Kentucky Energy, Inc., and its subsidiary Western Kentucky Consolidated Resources, LLC, appeal the order of the bankruptcy court denying their motion to enforce the order confirming debtors Armstrong Energy Inc. and affiliates' third amended plan of reorganization and to enjoin parties from asserting claims barred by the third amended plan. In that order, the bankruptcy court held that neither 11 U.S.C. section 1141(d), Kentucky law, nor the language of the confirmed plan released Murray from its contractual or contingent indemnity obligations. The United States Court of Appeals for the Eighth Circuit affirms. On Nov. 1, 2017, Armstrong Energy, Inc., and certain of its affiliates filed petitions under Chapter 11 of the United States Bankruptcy Code in the Eastern District of Missouri. Prior to filing their Chapter 11 petitions, the debtors subleased certain coal mines in Kentucky from Ceralvo Holdings, LLC, Thoroughbred Resources, L.P., and Western Mineral Development, LLC (lessors). The subleases were the subject of on-going litigation between third parties and the lessors. A lawsuit involving the Ceralvo sublease was filed pre-petition in federal district court in Kentucky (the "2011 Litigation"). A lawsuit concerning the Western Mineral Development subleases was filed pre-petition in Kentucky state court (the "2017 Litigation"), but that case was later dismissed. After the bankruptcy case was filed, the same plaintiffs from the 2017 Litigation, plus an additional party, filed litigation in Kentucky federal district court (the "2018 Litigation"). The subleases contain an indemnification provision requiring the debtors to fund, inter alia, the lessors' litigation expenses. Prior to the petition date, the debtors complied with their indemnification obligations under the subleases by funding the lessors' litigation expenses. Under the terms of the debtors' third amended joint Chapter 11 plan, the debtors entered into a transaction agreement under which Appellants purchased substantially all of the debtors' assets. On Feb. 2, 2018, the bankruptcy court confirmed the plan and approved the transaction agreement. On Feb. 20, 2018, Appellants consummated the asset purchase pursuant to the transaction agreement and the plan became effective. As part of the transaction agreement, the subleases were specifically assumed and assigned to Appellants. As part of that assumption and assignment, the transaction agreement states at section 2.4 that Appellants assume and agree to discharge when due certain specified "Liabilities" of the debtor, including, "All Liabilities . . . under the Assigned Contracts and Transferred Real Property Interests solely to the extent arising on or after the Closing[.]" After the "Effective Date" of the confirmed plan, the lessors made demand upon Appellants to honor the indemnification obligations related to the 2011 Litigation and the 2018 Litigation. Appellants declined to do so. Instead, Appellants filed a motion with the bankruptcy court seeking to enforce the confirmation order and enjoin the lessors from asserting claims that are barred by the confirmed plan, arguing that they were not liable for pre-confirmation obligations pursuant to 11 U.S.C. section 1141(d), and that the terms of the confirmed plan released them from such pre-effective date claims, obligations, and liabilities. On Nov. 12, 2019, the bankruptcy court denied Appellants' motion to enforce the confirmation order and enjoin the assertion of claims barred by the confirmed plan. The bankruptcy court held: -- the discharge provision of section 1141(d) applies only to debtors, not to third parties such as Appellants, and section 524(e) states that a debtor's discharge does not affect the liability of any other party for a debt; -- the plan did not release Appellants' pre-effective date contingent indemnity obligations; -- Kentucky law would not consider an unmatured contractual indemnity obligation to be one that has accrued, so the contingent litigation expenses were post-effective date obligations that were not released under the plan; -- there was no evidence that the parties intended to release the indemnity obligations arising from the sublease litigation. Appellants filed notice of this appeal on Nov. 26, 2019, asserting that the bankruptcy court erred in finding that: -- sections 363 and 1141 did not release Appellants from pre-petition obligations based on a third-party release; -- the Plan does not release pre-Effective Date contingent indemnity obligations; and -- under Kentucky law, a contractual indemnity obligation does not accrue until the indemnitee's liability becomes fixed and certain. The bankruptcy court reviewed the indemnification clause, the terms of the transaction agreement, and the release provision in the plan in reaching its conclusion that the sublease indemnification obligations were contingent obligations that arose once they became fixed and payable post Effective Date. The bankruptcy court found no evidence that the parties intended to release those obligations with the plan or related transaction documents. According to the Eighth Circuit, the bankruptcy court's analysis is logical, sound, and supported by the record. To the extent the bankruptcy court had to make any factual findings in connection with interpreting its confirmation order, those findings are "plausible in light of the record viewed in its entirety" and are not subject to reversal. The bankruptcy court followed principles of contract assignment and interpretation in reaching its conclusions about which obligations Appellants assumed and which were released. It upheld the agreements and the confirmed plan as written, rather than as Appellants want to rewrite them. Because the bankruptcy court was in the best position to interpret its own order, the Eighth Circuit defers to its decision, saying the bankruptcy court did not abuse its discretion in determining the confirmed plan requires Appellants to comply with the contractual indemnity obligations. Accordingly, the decision of the bankruptcy court is affirmed. A copy of the Court's Decision dated April 3, 2020 is available at https://bit.ly/2zK4l5S from Leagle.com. About Armstrong Energy Armstrong Energy, Inc. and eight affiliates, including Armstrong Coal Company, Inc., sought Chapter 11 protection (Bankr. E.D. Mo. Lead Case No. 17-47541) on Nov. 1, 2017, after reaching a plan that would transfer assets to the Company's senior bondholders and Knight Hawk Holdings, LLC, in exchange for a $90 million credit bid. Armstrong Energy, Inc., through its 100% wholly owned subsidiary Armstrong Coal Company, Inc., is a producer of steam coal in the Illinois Basin. Armstrong -- http://www.armstrongenergyinc.com/-- controls over 565 million tons of proven and probable coal reserves and operates five mines in Western Kentucky. Armstrong ships coal to utilities via rail, truck and barge and has the capability to provide low cost custom blend coal to fuel virtually any electric power plant in the Midwest and Southeast regions of the nation. The Company employed approximately 600 individuals on a full-time basis, as of the bankruptcy filing. As of June 30, 2017, Armstrong Energy had $308.95 million in total assets, $435.3 million in total liabilities and a total stockholders' deficit of $126.3 million. The Hon. Kathy A. Surratt-States is the case judge. The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel; Armstrong Teasdale LLP as local counsel; Maeva Group, LLC, as financial advisor; FTI Consulting, Inc., as restructuring advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. ASTRIA HEALTH: Berniers Buying Yakima Property for $152K -------------------------------------------------------- Astria Health and its affiliates ask the U.S. Bankruptcy Court for the Eastern District of Washington to authorize SHC Medical Center – Yakima's private sale of the commercial real estate commonly known as 9 S. 10th Ave. in the City of Yakima, Washington to Jason and Autumn Bernier for $152,000, all cash, pursuant to their Commercial & Investment Real Estate Purchase & Sale Agreement. The Agreement and its terms have been shared with the Debtors' principal secured party, Lapis Advisors, L.P. and UMB Bank, as well as the Official Committee of Unsecured Creditors, neither of which oppose the requested relief. Almon Commercial Real Estate ("ACRE"), acting as broker for the Debtors, as set forth in the ACRE Retention Order, entered into a listing agreement with the Debtors and began marketing the Purchased Asset for sale with an asking price of $150,000 (in addition to other properties identified within the listing agreement). The Purchased Asset was advertised locally by being input into the Yakima Multiple Listing Service and ACRE's company website, additionally the marketing package was emailed to all local commercial real estate brokers, and regionally/nationally by being input into Loopnet.com, CoStar.com, CityFeet.com, Showcase.com and OfficeSpace.com. ACRE fielded multiple inquiries on the Purchased Asset, showed it to three parties and solicited two written offers. The second offer by the Buyer was for $152,500. In addition to being the highest offer, given the Buyer's experience as a local contractor familiar with remodeling projects of this nature, tis affinity for this particular property (the Buyer reportedly has been attempting to directly contact the Debtor to inquire about purchasing the property even before the marketing effort began) and the fact it engaged in multiple tours and taken subcontractors through to inspect items like the boiler and roof, the Buyer is likely the more capable offeror with a higher likelihood of closing the sale and ACRE. The Buyer is prepared to purchase the Purchased Asset by way of a private sale, which will generate funds for the estates. The Debtors further aver, in their reasonable business judgment, that the marketing process was sufficiently robust and the value received is sufficient to justify a private sale and not to not warrant the expenditure of further limited Debtor resources to warrant an auction. The execution of the Agreement will generate much needed funds for the estates. The terms of the Agreement result from good faith negotiations and, in the Debtors’ business judgment, are the best terms reasonably available. Proceeding under a private sale is particularly warranted here as the Purchase Price, while not insubstantial, is relatively minimal when compared with the remainder of the Debtors’ assets and claims. Critically, execution of the Agreement will allow the Debtors to conserve crucial funds by avoiding the costs of financing an auction regarding the Purchased Asset. The Purchased Asset should be sold free and clear of all Interests. The Debtors believe that it is critically important that the Debtors consummate the Sale without delay in light of, among other things, their well-documented financial condition. Based on the foregoing, the Debtors respectfully asks that the Court waives the 14-day stay period set forth in Bankruptcy Rule 6004(h) to permit the parties to enter into the Agreement and begin the process of closing the sale immediately upon entry of an order granting the Motion. A telephonic hearing is set for June 3, 2020 at 11:00 a.m. The telephonic conference call-in number is (877) 402-9757. Objections, if any, must be filed no later than 21 days after the date of the Notice. A copy of the Agreement is available at https://tinyurl.com/ybxlxxp7 from PacerMonitor.com free of charge. About Astria Health Astria Health and its subsidiaries -- https://www.astria.health/ -- are a nonprofit health care system providing medical services to patients who generally reside in Yakima County and Benton County, Wash., through the operation of Sunnyside, Yakima, and Toppenish hospitals, as well as several health clinics, home health services, and other healthcare services. Collectively, they have 315 licensed beds, three active emergency rooms, and a host of medical specialties. The Debtors have 1,547 regular employees. Astria Health and 12 of its subsidiaries filed for bankruptcy protection (Bankr. E.D.Wash, Lead Case No. 19-01189) on May 6, 2019. In the petitions signed by John Gallagher, president and CEO, the Debtors estimated assets and liabilities of $100 million to $500 million. The Hon. Frank L. Kurtz oversees the cases. Bush Kornfeld LLP and Dentons US LLP serve as the Debtors' counsel. Kurtzman Carson Consultants, LLC is the claims and noticing agent. Gregory Garvin, acting U.S. trustee for Region 18, on May 24, 2019, appointed seven creditors to serve on an official committee of unsecured creditors. The Committee retained Sills Cummis & Gross P.C. as its legal counsel; Polsinelli PC, as co-counsel; and Berkeley Research Group, LLC as financial advisor. ASTRIA HEALTH: Franklund Buying Yakima Condo Unit 42 for $85K ------------------------------------------------------------- Astria Health and its affiliates ask the U.S. Bankruptcy Court for the Eastern District of Washington to authorize SHC Medical Center – Yakima's private sale of the commercial real estate legally described as Condominium Unit 42, Yakima Professional Center, City of Yakima, County of Yakima, Washington, APN 181324-34563, as described more fully in their Commercial Property Purchase and Sale Agreement, to Franklund Trust for $85,000. The Debtors engaged Almon Commercial Real Estate ("ACRE") as broker for the Debtors. On March 31, 2020, ACRE delivered an offer to purchase the Purchased Asset for $85,000 on behalf of the Buyer. The Buyer is an existing tenant in possession of the Purchased Asset. ACRE has agreed not to charge a real estate commission in the event the Buyer (or its principles or affiliates) purchases the property. ACRE has agreed to not take a broker's fee, as a result, the only closing costs associated with the transfer of the Purchased Asset will be for excise tax, title insurance and escrow fees, which is estimated to be approximately 2% of the Purchase Price, or a net of approximately $83,300,00, less outstanding condominium fees. As of January 2020, those condo fees totaled $4,462. The Buyer is prepared to purchase the Purchased Asset by way of a private sale, which will generate funds for the estates, and allow the Debtors to continue to serve their patients in the community. The Purchased Asset should be sold free and clear of all Interests. The Debtors believe that it is critically important that the Debtors consummate the Sale without delay in light of, among other things, their well-documented financial condition. Based on the foregoing, the Debtors respectfully asks that the Court waives the 14-day stay period set forth in Bankruptcy Rule 6004(h) to permit the parties to enter into the Agreement and begin the process of closing the sale immediately upon entry of an order granting the Motion. A telephonic hearing is set for June 3, 2020 at 11:00 a.m. The telephonic conference call-in number is (877) 402-9757. A copy of the Agreement is available at https://tinyurl.com/ycf5z3bw from PacerMonitor.com free of charge. About Astria Health Astria Health and its subsidiaries -- https://www.astria.health -- are a nonprofit health care system providing medical services to patients who generally reside in Yakima County and Benton County, Wash., through the operation of Sunnyside, Yakima, and Toppenish hospitals, as well as several health clinics, home health services, and other healthcare services. Collectively, they have 315 licensed beds, three active emergency rooms, and a host of medical specialties. The Debtors have 1,547 regular employees. Astria Health and 12 of its subsidiaries filed for bankruptcy protection (Bankr. E.D.Wash, Lead Case No. 19-01189) on May 6, 2019. In the petitions signed by John Gallagher, president and CEO, the Debtors estimated assets and liabilities of $100 million to $500 million. The Hon. Frank L. Kurtz oversees the cases. Bush Kornfeld LLP and Dentons US LLP serve as the Debtors' counsel. Kurtzman Carson Consultants, LLC is the claims and noticing agent. Gregory Garvin, acting U.S. trustee for Region 18, on May 24, 2019, appointed seven creditors to serve on an official committee of unsecured creditors. The Committee retained Sills Cummis & Gross P.C. as its legal counsel; Polsinelli PC, as co-counsel; and Berkeley Research Group, LLC as financial advisor. AT HOME GROUP: Delays Filing of Quarterly Report Over COVID-19 -------------------------------------------------------------- At Home Group Inc. filed a Current Report on Form 8-K pursuant to the Order of the Securities and Exchange Commission, issued on March 4, 2020 and as revised on March 25, 2020 pursuant to Section 36 of the Exchange Act, granting exemptions from specified provisions of the Exchange Act and certain rules thereunder (Release No. 34-88465). In reliance on the Order, the Company will delay the filing of its Quarterly Report on Form 10-Q for the quarterly period ended April 25, 2020, originally due on June 4, 2020. The Company anticipates filing the Quarterly Report with the SEC on or before July 20, 2020. "The Company requires additional time to finalize its Quarterly Report due to circumstances related to the global pandemic of the novel coronavirus disease ("COVID-19"). We have experienced significant disruptions to our business due to COVID-19 and related mandated social distancing and shelter-in-place orders, resulting in the previously disclosed temporary closures of our stores during the period covered by the Quarterly Report. The impact of the COVID-19 pandemic on the Company's operations, and the uncertainty related thereto, including the impact of store closures, has adversely affected the Company's ability to finalize its Quarterly Report. The considerable effect of the COVID-19 pandemic has triggered the need to perform additional impairment assessments of our property and equipment, goodwill and other intangible assets. Due to the effect of the COVID-19 pandemic, we are currently anticipating recognizing a material goodwill impairment charge of up to the full carrying amount totaling approximately $320 million. These assessments represent a substantial undertaking due to the need to develop and analyze several best estimates and assumptions, compounded by the additional difficulty in forecasting results of operations during the COVID-19 pandemic. The Company is working diligently to address these issues to permit the Quarterly Report to be filed on or before July 20, 2020," the Company stated in the SEC filing. Additional Risk Factor Disclosure In light of the ongoing global pandemic of COVID-19, the Company will be including the following updated risk factor in its Quarterly Report, as may be further updated to reflect subsequent events impacting the Company: "The current global COVID-19 pandemic, has substantially impacted and will continue to negatively affect our business, results of operations, financial condition and cash flows. "The global COVID-19 pandemic has resulted in significant disruptions to the global economy, and has been substantially impacting our business, results of operations and financial condition. "Following government mandates in certain locations as well as increasing advice from the Centers for Disease Control and Prevention for persons in the United States to take extraordinary health precautions, on March 20, 2020 we announced that we would temporarily close all of our stores nationwide for one week, after which we began to reopen stores in regions that were not required to remain closed by state or local mandates. At this time, the COVID-19 pandemic and resulting store closures have caused a decline in revenue and cash flow from operations, adverse effects on store traffic, supply chain disruption, and have resulted in incremental costs which have disrupted our operations and adversely affected our business, results of operations and financial condition in fiscal year 2021 to date. In addition, due to the effect of the COVID-19 pandemic, we are currently anticipating recognizing a material goodwill impairment charge in the first quarter of fiscal 2021, which would negatively impact our results of operations. While we have plans for fully reopening our remaining stores in the future, these plans depend on a number of factors, including applicable regulatory restrictions, and there is substantial uncertainty regarding the manner and timing in which we can return some or all of our business to more normal operations. "The temporary closure of our stores and decline in store traffic due to the COVID-19 pandemic has resulted in significantly reduced cash flows from operations. There can be no assurance that we will not be required by landlords or authorities at the local, state or federal level to reinstate or extend store closures, or as to how long any such closure would continue. In general, during any such closure, we would still be obligated to make payments to landlords and for routine operating costs, such as utilities and insurance. There can be no assurance that we will have sufficient cash flows from operations or other sources of liquidity to continue making such payments when due, or that efforts to reduce, offset or defer such obligations, such as entering into deferral agreements with landlords or other creditors, will be successful. On March 12, 2020, as a precautionary measure to provide more financial flexibility and maintain liquidity in response to the COVID-19 pandemic, we elected to borrow an additional $55 million under our asset-based revolving line of credit (the "ABL Facility"). Additionally, we are seeking to amend our ABL Facility to provide for further incremental borrowings but there is no assurance that we will be successful in borrowing such incremental funds and such additional borrowings may lead to fees, increased interest rates and interest expense, and additional restrictive covenants and other lender protections. "Our customers may also be negatively affected by layoffs, work reductions or financial hardship as a result of the global outbreak of COVID-19, which could negatively impact demand for our products as customers delay or reduce discretionary purchases. Even once we are able to fully reopen all of our stores, health concerns could continue and could cause employees or customers to avoid gathering in public places, which could have an adverse effect on store traffic or the ability to adequately staff our stores. Any significant reduction in customer visits to, and spending at, our stores caused directly or indirectly by COVID-19 would continue to result in a loss of revenue and profits and could result in other material adverse effects. "The negative impact of the outbreak of COVID-19 could result in an adverse impact to manufacturing activity and supply chains, including as a result of work stoppages, factory and other business closings, slowdowns or delays, or if we fail to make timely payments to our suppliers. In addition, there may be restrictions and limitations placed on workers and factories, including shelter-in-place and stay-at-home orders and other limitations on the ability to travel and return to work, which could result in shortages or delays in production or shipment of products. "The extent of the impact of COVID-19 on our business, results of operations and financial results will depend largely on future developments, including the duration and spread of the outbreak within the United States and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted at this time. While we continue to explore all options for preserving and increasing sources of liquidity, such as potential increases in our existing financing facilities or entry into new facilities, expense reduction initiatives, and negotiation with counterparties such as landlords and suppliers to extend or otherwise revise payment terms, we do not expect that such efforts will fully offset the adverse impact on us of a prolonged disruption to our business. The ultimate extent to which the outbreak of COVID-19 may impact our business is uncertain and the full effect it may have on our financial performance cannot be quantified at this time. Accordingly, our historical financial information may not be indicative of our future performance, financial condition and results of operations." About At Home Group Inc. At Home (NYSE: HOME), is a home decor retailer offering more than 50,000 on-trend home products to fit any budget or style, from furniture, mirrors, rugs, art and housewares to tabletop, patio and seasonal decor. At Home is headquartered in Plano, Texas, and currently operates 218 stores in 39 states. At Home recorded a net loss of $214.43 million for the year ended Jan. 25, 2020, compared to net income of $48.99 million for the year ended Jan. 26, 2019. As of Jan. 25, 2020, the Company had $2.68 billion in total assets, $2.07 billion in total liabilities, and $608.61 million in total shareholders' equity. * * * As reported by the TCR on April 1, 2020, S&P Global Ratings lowered its issuer credit rating on At Home Group Inc. by two notches to 'CCC+' from 'B'. "The downgrade reflects our view that At Home's operating performance will be substantially weakened this year due to the coronavirus pandemic following a challenging fiscal year 2020. BJ'S WHOLESALE: S&P Upgrades ICR to 'BB-', Outlook Positive ----------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on BJ's Wholesale Club Holdings Inc. (BJ's) to 'BB-' from 'B+' and its issue-level rating on its term loan to 'BB' from 'BB-'. S&P's '2' recovery rating on the term loan remains unchanged, indicating its expectation for substantial (70%-90%; rounded estimate: 80%) recovery in the event of a payment default or bankruptcy. BJ's credit metrics have improved following the surge in its sales in the first quarter of 2020 and its pay down of its outstanding ABL borrowings. The upgrade reflects S&P's belief that BJ's will maintain its credit protection metrics near their recent levels, including adjusted leverage in the mid-3x range over the next 12-18 months (consistent with its stated mid-2x reported leverage target), which compares with its leverage of 4.5x as of year-end 2019. The company's operations improved materially because of the coronavirus pandemic, which led to increased demand for its highly nondiscretionary merchandise mix and a surge in its bulk grocery sales, given that it was considered an essential retailer and allowed to remain open during the government-mandated shutdowns. The company reported revenue growth of more than 20% and its comparable sales, excluding gasoline, increased by 27% in the first quarter of 2020. In addition, BJ's EBITDA margins improved by around 100 basis points (bps) because of its improved sales leverage, which offset its increased distribution and health and safety costs. The company's operating performance also improved due to a 40% increase in its volume of new club members. The material improvement in BJ's EBITDA and cash generation helped accelerate the company's deleveraging plans as it paid down a significant its outstanding ABL borrowings. Management's business investments and other initiatives will continue to support the company's operating performance. S&P thinks BJ's will continue to strengthen its customer value proposition by increasing its focus on marketing fresh and organic groceries, continuing to strengthen its omni-channel capabilities, and curating its product offerings. S&P expects the company's investments in its omni-channel initiatives to improve its customer shopping experience and provide its club members with increased options for receiving their purchases. Its delivery capabilities currently cover about 80% of its store footprint while its buy online, pick-up in club are available in all stores. "As we emerge from the pandemic, we believe the use of grocery delivery and pickup will accelerate as customers likely continue to practice social distancing. These initiatives have, in our opinion, helped maintain BJ's high membership renewal rate of 87% as of the end of 2019. We believe the company's automatic membership renewal options have also supported its high level of renewals as more than 60% of its members use this option, which--in our view--may be reducing its attrition," S&P said. S&P believes there are attractive opportunities for the company to maintain its positive momentum because it offers products at prices that are about 25% lower than at traditional supermarkets, which the rating agency thinks helped boost its growth in the first quarter of 2020. S&P also expects BJ's to slowly expand into adjacent markets, such as with its recently opened stores in Eastern Michigan. This will help gradually improve its geographic market position. S&P anticipates that BJ's inventory management and cost-improvement initiatives will help support its long-term performance by helping to offset its continued expected business investments, including for new warehouse club openings. The company has also focused on its merchandise procurement and product curation, which S&P thinks could further support the rating agency's profit margins. Still, S&P sees some uncertainty amid the coronavirus pandemic and expects the company's performance to normalize through 2021 and beyond. While S&P expects relatively strong revenue and EBITDA growth in the first half of 2020, the rating agency also believes BJ's operating performance will moderate to more normalized levels in the back half of the year and into 2021. This includes the risk that its attrition rate could increase as some customers let their trial memberships lapse. While S&P expects the company's food and staple sales to accelerate significantly over the short term as consumers stock up on essentials, the rating agency also believes the pantry loading will moderate as states reopen their economies and allow non-essential retailers to resume operation. Therefore, S&P projects somewhat weaker sales and EBITDA generation in 2021. However, S&P expects that the company will offset its weaker performance by maintaining a renewal rate near historic levels and believes that it will report substantial new customer retention due to the large number of trial memberships originated during the pandemic. BJ's respectable market presence is somewhat offset by its regional concentration in the northeastern U.S. and its low-margin business model. BJ's membership warehouse business is a low-margin, high-volume business with relatively high barriers to entry, moderately stable profitability, and good cash flows. S&P thinks the company's barriers to entry are high because it takes a significant amount of time for warehouse retail formats to establish a critical mass in their membership rates. The company's profits depend highly on the acquisition of new members and maintaining high membership renewal rates. Because BJ's profit margins are thin by design, S&P thinks it is especially important for the company to maintain healthy membership renewal rates. Club fees contribute about 50% of its operating profit, which is similar to the level at its peer Costco. S&P also believes the company's barriers to entry are relatively high because of the smaller supply of attractive building sites in the northeast relative to other U.S. regions." Additionally, sizeable investments are required to open and supply larger format, high-volume membership stores, which deters smaller players with fewer resources. BJ's has a well-established, but regional, market presence in the densely populated northeastern U.S. The company offers a somewhat broader variety of merchandise compared with its nearest and largest direct competitors, Costco and Sam's Club. Despite being smaller than its two direct competitors in terms of store count and revenue, S&P thinks BJ's successfully competes by offering more-affordable packages of goods and focusing on individual customers and middle-income families, which increases the frequency of visits to its stores. S&P maintains its negative comparable ratings analysis modifier because of the company's regional operational focus, its expectation that the company's performance will moderate in 2021 and beyond, and its forecast for increasing competitive risks once the effects of the coronavirus pandemic wane. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety S&P's positive outlook on BJ's reflects that the company may strengthen its competitive position if it executes on its operating initiatives and sustains a significant amount of its recent membership gains. S&P could raise its rating on BJ's if the rating agency expects the company's operating performance to strengthen over the long-term due to the recent increase in its membership and management's business initiatives, which have increased its volume per store and improved its profitability. This scenario would likely coincide with a sustained low- to mid-single digit percent increase in its sales as it sustains adjusted EBITDA margins in the high-6% area. This would likely also include a profitable expansion of its store base and free operating cash flow generation (assuming about $200 million of capital expenditure) to about $200 million or higher. "We could revise our outlook on BJ's to stable if we believe it will be unable to sustain the recent improvement in its operating performance and we view it as primarily a side effect of the coronavirus pandemic. Under such a scenario, the company's membership attrition rates would increase substantially as its industry competition and pricing promotions intensify. In addition, its revenue would likely increase by the low-single digit percent area, its adjusted EBITDA margins would moderate to the low- to mid-6% range, and it would generate less than $200 million of annual free operating cash flow," S&P said. BLUE RIDGE SITE: Unsecured Creditors to Recover 2% of Claims ------------------------------------------------------------ Blue Ridge Site Development Corporation of NC filed an Amended Disclosure Statement explaining its Chapter 11 Plan. General unsecured creditors are classified in Class 3, and will receive a distribution of approximately 2% of their allowed claims, to be distributed as follows: each Allowed General Unsecured Claim shall be paid the balance of all proceeds from the Debtor's operations until its final project is completed, to the extent there are funds available after payment of all Secured and Priority Claims as required under the Bankruptcy Code. Class 4 Ronal C. Bigger interest in property of the Estate is impaired. Treatment Title to and ownership of all property of the estate will vest in the Debtor upon Confirmation of the Plan, subject to all valid liens of Secured Creditors under the Confirmed Plan. The Debtor anticipates that it will have approximately $140,000 to $160,000 net funds remaining after completion of the Panther Creek Project and receipt of its final invoice. T he Debtor expects to receive $10,000 to $12,000 net funds from liquidation of remaining assets thereafter. After collection of all funds from final invoices and asset sales, the Debtor shall make distributions of all funds on hand as follows: 1. First, the Debtor will satisfy all outstanding Allowed Administrative Expense Claims. 2. Proceeds that remain after payment of Allowed Administrative Expense Claims shall be paid next to the Class IA Allowed Secured Claim of the Internal Revenue Service. 3. Proceeds that remain after payment of Allowed Administrative Expense Claims and subsequently of full payment of the Class IA Allowed Secured Claim of the Internal Revenue Service shall then be paid to the Allowed Priority Claims of the Internal Revenue Service and the North Carolina Department of Revenue on a Pro Rata basis. 4. To the extent any funds remain after payment of all outstanding Allowed Administrative Expense Claims, full payment of the Class IA Allowed Secured Claim of the Internal Revenue Service and full payment of the Allowed Priority Claims of the Internal Revenue Service and the North Carolina Department of Revenue, then all such remaining funds shall be paid to Allowed General Unsecured Claims in Class 3 herein on a Pro Rata basis. A full-text copy of the Amended Disclosure Statement dated May 13, 2020, is available at https://tinyurl.com/y7e64guj from PacerMonitor.com at no charge. About Blue Ridge Site Blue Ridge Site Development Corporation of NC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.19-04528) on Oct. 1, 2019. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Judge Stephani W. Humrickhouse oversees the case. The Debtor is represented by Danny Bradford, Esq., at Paul D. Bradford, PLLC. CARBO CERAMICS: Sussman Represents The Armstrong, Constellation --------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Sussman & Moore, LLP submitted a verified statement that it is representing The Armstrong Company and Constellation NewEnergy – Gas Division, LLC in the Chapter 11 cases of Carbo Ceramics Inc., et al. The names and addresses of the companies represented by the Firm are: a. The Armstrong Company PO Box 1010 McKinney, Texas 75070 b. Constellation NewEnergy – Gas Division, LLC c/o Law Firm of Russell R. Johnson III, PLC 2258 Wheatlands Drive Manakin-Sabot, Virginia 23103 The nature and the amount of claims (interests) of the companies, and the times of acquisition thereof are as follows: a. The Armstrong Company has been retained by Debtors pursuant to the Order Authorizing the Debtors to Retain and Compensate Professionals Utilized in the Ordinary Course of Business [Docket No. 297] to render compliance and contingency property tax consulting services to Debtors and Debtors do not owe The Armstrong Company any money for pre-petition services. The Armstrong Company shall have and be paid certain post- petition claims as are permitted pursuant to the above-stated order. b. Constellation NewEnergy – Gas Division, LLC has unsecured claims against the Debtors arising from pre-petition utility usage. Sussman & Moore, LLP was retained to represent the foregoing companies in April and May 2020. The circumstances and terms and conditions of employment of the Firm by the two above-retained clients are protected by the attorney-client privilege and attorney work product doctrine. The Firm can be reached at: Weldon L. Moore, III, Esq. Sussman & Moore, LLP 4645 N. Central Exp., Suite 300 Dallas, TX 75205 Tel: (214) 378-8270 Fax: (214) 378-8290 Email: wmoore@csmlaw.net A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/pBhskf About CARBO Ceramics CARBO Ceramics Inc. -- https://carboceramics.com/ -- is a global technology company providing products and services to the oil and gas, industrial, and environmental markets. CARBO offers oilfield ceramic technology products, base ceramic proppant, and frac sand proppant for use in the hydraulic fracturing of oil and natural gas wells. Asset Guard Products Inc., a subsidiary of CARBO, offers products intended to protect operators' assets, minimize environmental risks, and lower lease operating expenses through spill prevention, containment, and countermeasure systems for the oil and gas industry. StrataGen, Inc., another subsidiary, offers fracture consulting and data services and provides a suite of stimulation software solutions used for designing fracture treatments and for on-site real-time analysis to assist E&P companies in the efficient completion of wells and enhancement of oil and natural gas production. CARBO Ceramics Inc. and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-31973) on March 29, 2020. At the time of the filing, the Debtors were estimated to have assets of between $100 million and $500 million and liabilities of the same range. Judge Marvin Isgur oversees the cases. Debtors tapped Vinson & Elkins LLP as bankruptcy counsel; Okin Adams LLP as special counsel; Perella Weinberg Partners L.P. and Tudor Pickering, Holt & Co. as investment banker; FTI Consulting, Inc. as financial advisor; Ernst & Young LLP, KPMG LLP, and Weaver and Tidwell L.L.P. as accountants and tax advisors. Prime Clerk, the claims agent, maintains this website https://dm.epiq11.com/case/crc/info The Office of the U.S. Trustee appointed a committee of unsecured creditors on April 14, 2020. The committee is represented by Foley & Lardner LLP. GlassRatner Advisory & Capital Group, LLC is the committee's financial advisor. CBL & ASSOCIATES: Posts $139.3 Million Net Loss in First Quarter ---------------------------------------------------------------- CBL & Associates Properties, Inc., and CBL & Associates Limited Partnership filed with the Securities and Exchange Commission their combined quarterly reports on Form 10-Q for the quarter ended March 31, 2020. CBL & Associates recorded a net loss of $139.29 million on $167.57 million of total revenues for the three months ended March 31, 2020, compared to a net loss of $46.81 million on $198.03 million of total revenues for the three months ended March 31, 2019. As of March 31, 2020, the Company had $4.72 billion in total assets, $3.99 billion in total liabilities, $1.06 million in redeemable noncontrolling interests, and total equity of $725.09 million. "Given the impact of the COVID-19 pandemic on the retail and broader markets, the ongoing weakness of the credit markets and significant uncertainties associated with each of these matters, the Company believes that there is substantial doubt that it will continue to operate as a going concern within one year after the date these condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the condensed consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should the Company be unable to continue as a going concern," CBL & Associates said. Listing Criteria On Feb. 5, 2020, the Company received notice from the New York Stock Exchange that its common stock is no longer in compliance with NYSE continued listing criteria set forth in Section 802.01C of the Listed Company Manual of the NYSE, which require listed companies to maintain an average closing share price of at least $1.00 over a period of 30 consecutive trading days. The Company has until Oct. 14, 2020, inclusive of extensions of the cure period provided by the NYSE in response to the COVID-19 pandemic, to regain compliance with the continued listing criteria. During this period, the Company expects its common stock to continue to trade on the NYSE, which will allow for flexibility in addressing this matter. On May 7, 2020, the Company's shareholders voted to approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio between 1-for-5 and 1-for-25, and a proportionate reduction in the number of authorized shares of common stock, to be determined at the discretion of the board of directors for the purpose of complying with NYSE Listing Standards, subject to the board of directors' discretion to abandon this amendment. The Company's board of directors has not yet taken action to effect the reverse stock split. The Company intends to actively evaluate and monitor the price of its common stock between now and October 2020. A delisting of the Company's common stock from the NYSE could negatively impact it by, among other things, reducing the trading liquidity of, and the market price for, its common stock. A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/NKTdm0 About CBL Properties Headquartered in Chattanooga, TN, CBL Properties -- http://www.cblproperties.com/-- owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL's portfolio is comprised of 108 properties totaling 68.2 million square feet across 26 states, including 68 high-quality enclosed, outlet and open-air retail centers and 9 properties managed for third parties. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. CBL & Associates reported a net loss of $131.72 million for the year ended Dec. 31, 2019, compared to a net loss of $99.23 million for the year ended Dec. 31, 2018. * * * As reported by the TCR on June 1, 2020, Moody's Investors Service downgraded the ratings of CBL & Associates Limited Partnership, including the corporate family rating to Ca from Caa1 and senior unsecured debt to C from Caa3. The rating downgrade reflects Moody's expectation that CBL's liquidity profile will erode rapidly in the next two quarters. CEC ENTERTAINMENT: Top Execs. to Receive $2.9M Retention Payments ----------------------------------------------------------------- The Compensation Committee of the Board of Directors of CEC Entertainment, Inc. approved, and 28 of the Company's employees (including each named executive officer of the Company) entered into, a Key Employee Retention Program. The KERP is designed to retain employees of the Company in their current roles over the near term while providing them with financial stability. Retention payments provided pursuant to the KERP are contingent upon the participants' continued employment with the Company through the expiration of the applicable "retention period." For all KERP participants other than Roger J. Cardinale, the "retention period" is the earlier of twelve months from the effective date of the KERP letter agreements or thirty days following the effective date of a restructuring. For Mr. Cardinale, the "retention period" is Sept. 30, 2020. A participant will forfeit the full amount of his or her KERP payment if the participant is terminated for cause or voluntarily terminates his or her employment with the Company without good reason (other than as a result of permanent disability), and such participant must repay the KERP payment in full. The KERP payments are in lieu of any bonuses or long-term incentive awards, if any, that would otherwise be due or payable to the KERP participants for calendar year 2020. In addition, Mr. Cardinale's KERP payment is in lieu of any severance or similar termination payments that he would otherwise be entitled to receive under his employment agreement. The KERP was formulated with the input and based upon the recommendations of the Committee's independent compensation consultant. The Company's named executive officers will receive the following amounts under the KERP: Named Executive Officer Retention Award Amount ----------------------- ---------------------- David McKillips $1,300,000 Chief Executive Officer J. Roger Cardinale $900,000 President James Howell $675,000 Executive Vice President and Chief Financial Officer Delays Filing of Quarterly Report On May 11, 2020, the Company filed a Current Report on Form 8-K pursuant to the Order of the Securities and Exchange Commission, issued March 25, 2020 pursuant to Section 36 of the Securities Exchange Act of 1934, granting exemptions from specified provisions of the Exchange Act and certain rules thereunder (Release No. 34-88465). In reliance on the Order, the Company stated that it required additional time to finalize its Quarterly Report on Form 10-Q for the quarter ended March 29, 2020, due to the noted challenges resulting from the novel coronavirus (COVID-19), and that it anticipated filing the Form 10-Q on or before June 12, 2020. The Company now anticipates that it will file the Form 10-Q on or before June 26, 2020. About CEC Entertainment CEC Entertainment -- www.chuckecheese.com -- is a family entertainment and dining company that owns and operates Chuck E. Cheese and Peter Piper Pizza restaurants. As of Dec. 31, 2019, the Company and its franchisees operate a system of 612 Chuck E. Cheese restaurants and 129 Peter Piper Pizza stores, with locations in 47 states and 16 foreign countries and territories. CEC Entertainment recorded a net loss of $28.92 million for the year ended Dec. 29, 2019, compared to a net loss of $20.46 million for the year ended Dec. 30, 2018. As of Dec. 29, 2019, the Company had $2.12 billion in total assets, $1.90 billion in total liabilities, and $213.78 million in total stockholders' equity. * * * As reported by the TCR on April 24, 2020, Moody's Investors Service downgraded CEC Entertainment, Inc.'s corporate family rating to Caa3 from Caa1. The downgrade considers the likelihood that closure of on-premise dining, entertainment and arcade rooms at all company-operated Chuck E. Cheese and Peter Piper Pizza restaurant units will continue for longer than initially anticipated as well as the company's announcement that it has established a board level restructuring committee which indicates increased default risk. Also in April 2020, S&P Global Ratings lowered its ratings on Texas-based CEC Entertainment Inc. (CEC), including the issuer credit rating, to 'CCC' from 'B-'. S&P said CEC faces significant operational headwinds due to the coronavirus pandemic and has about $215 million of 8% senior unsecured notes maturing in less than two years. CERENCE INC: Moody's Affirms B2 CFR, Outlook Negative ----------------------------------------------------- Moody's Investors Service affirmed Cerence Inc.'s B2 Corporate Family Rating and B2-PD Probability of Default Rating and upgraded the ratings on the company's senior secured bank credit facilities to Ba3 from B2. The Speculative Grade Liquidity Rating is unchanged at SGL-2 and the outlook remains negative. The upgrade of the senior secured bank credit facilities to Ba3 from B2 reflects the facilities senior most position within the capital structure following Cerence's issuance of $175 million unsecured convertible notes. The net proceeds from the notes are expected to be used to repay a portion of the outstanding term loan B (approximately $170 million), which will reduce the mix of secured debt in the capital structure. The negative outlook reflects Moody's expectation that Cerence will report operating results below initial expectations in 2020 due to the negative effects of the COVID-19 pandemic on the global economy and automotive industry. The negative outlook also considers the uncertainty over the depth and duration of the economic recession. Although Cerence currently has a good liquidity position, cash flows will weaken in the coming months as automotive unit shipments decline. Moody's expects that Cerence's services segment will largely remain stable and produce cash flow. However, Cerence's license sales will face strong near-term headwinds to revenues and cash flow while its connected segment sees challenges to cash flow but will continue to recognize revenues over time. Moody's currently expects global auto unit sales to decline by 20% in 2020, which will reduce Cerence's software license sales that are recognized upon unit shipment and make up over 50% of the company's revenue. The risks associated with 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. Cerence's primary end-market, the automotive sector, has been one of the sectors most significantly affected by the shock given its sensitivity to consumer and business demand and sentiment. More specifically, the weaknesses in Cerence's credit profile, including its exposure to the automotive supply chain have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and Cerence 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. Affirmations: Issuer: Cerence Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Upgrades: Issuer: Cerence Inc. Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD2) from B2 (LGD3) Outlook Actions: Issuer: Cerence Inc. Outlook, Remains Negative RATINGS RATIONALE The B2 CFR reflects Cerence's moderate leverage following its spin-off from Nuance Communications and subsequent capitalization as well as remaining risks associated with operating as a standalone business. These risks are offset to some degree by Cerence's leading market position and customer relationships with nearly all major global automotive OEM's and/or their tier 1 suppliers and the resulting geographic diversification these relationships provide. Cerence has historically exhibited very strong profitability and free cash flow generation. The negative outlook incorporates Moody's expectation that global automotive unit shipments will decline by 20% in 2020 presenting a strong revenue and cash flow headwind to Cerence's largest revenue line. Though the automotive market will experience weakness in 2020, Cerence benefits from broad customer and geographic diversification as well as increasing technology penetration in new vehicle platforms which will mitigate the impact of market weakness on revenue and EBITDA. Cerence is navigating through the economic recession with a solid cash balance which should enable the company to manage through several quarters of demand weakness. Cerence's SGL-2 rating reflects good liquidity, which is supported by a cash balance of $96 million at March 31, 2020. This should support operations and ongoing efforts to separate the business from Nuance, even in the face of an expected reduction in free cash flow generation as a result of the global automotive industry slowdown. Cerence's liquidity also benefits from an undrawn $75 million revolving credit facility. Moody's expects that Cerence will maintain a moderate financial strategy over time. The company is publicly traded and has a diverse and largely independent board of directors. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Cerence continues to grow organically and increase in scale as well as sustain leverage below 4.5x and FCF / debt above 15%. Ratings could be downgraded if leverage were sustained above 6x, if FCF/debt were to decline below 5% on other than a temporary basis or if the company experienced material deterioration in liquidity. Cerence is a provider of embedded and connected in-vehicle driver assistance technologies powered by the company's speech recognition and natural language understanding software capabilities. GAAP revenue was about $303 million for the fiscal year ended September 30, 2019. Cerence is headquartered in Burlington, MA. The principal methodology used in these ratings was Software Industry published in August 2018. CFRA HOLDINGS: Taps DJM Realty Services as Real Estate Consultant ----------------------------------------------------------------- CFRA Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ DJM Realty Services, LLC as their real estate consultant. DJM will provide the following services in connection with a sale transaction: (a) meet with Debtors' lenders, franchisor and other parties to ascertain Debtors' goals, objectives and financial parameters; (b) prepare an information memorandum or similar document describing the business assets, Debtors' historical performance and prospects, including the leases and other existing contracts and financial projections; (c) assist Debtors in developing a list of suitable potential buyers for some or all of the business assets who will be contacted on a discreet and confidential basis after approval by Debtors; (d) assist Debtors in compiling a data room of any necessary and appropriate documents related to a sale of the business assets; (e) coordinate the execution of confidentiality agreements for potential purchasers wishing to consider purchasing the business assets; (f) solicit competitive offers from potential purchasers; (g) advise and assist Debtors in structuring the sale and negotiating the sale agreements; (h) negotiate the sale, assignment, termination or other disposition of the business assets, including preparing and implementing a marketing plan and assisting Debtors at any auctions of the business assets, if needed; and (i) report periodically to Debtors regarding the status of their sale efforts. Subject to court approval, the Debtors and DJM have agreed to the following compensation and expense structure in consideration for the services to be rendered by the firm: a. Dispositions. For each closing of a transaction in which any Business Assets are sold, assigned or otherwise transferred to a third party (including lease termination transactions with landlords in which the landlord pays the Debtors for such termination), DJM shall earn a fee in a dollar amount equal to (a) five percent (5%) of the Gross Proceeds of such disposition if the lead for the disposition is provided by the Debtors and (b) six percent (6%) if the lead for the disposition is provided by DJM. The term "Gross Proceeds" as used in the Engagement Letter means the total amount of consideration paid by the purchaser, assignee, landlord (including any Cure Amounts waived by Landlord in connection with its bid on one of its Leases) or other transferee, including the consideration paid for the related transfer of any furniture, fixtures, equipment and licenses including liquor licenses. b. Payment of Fees. DJM's fees provided shall be payable to the firm promptly upon the allowance by the bankruptcy court of its fee application. c. Costs and Expenses. (a) DJM shall not be responsible for any transactional costs or legal expenses incurred by the Debtors in connection with the retention of DJM and the Debtors' review of any proposed legal terms in connection with the Properties; (b) The Debtors shall reimburse, subject to court approval, DJM for its reasonably incurred expenses, provided that the Debtors have pre-approved such expenses. Such reimbursable expenses not to exceed $5,000.00. DJM has not shared or agreed to share any compensation to be paid by the Debtors with any other person, other than other principals and employees of the firm in accordance with section 504 of the Bankruptcy Code. DJM will file with the court a final fee application for allowance of its compensation and reimbursement of its expenses with respect to services rendered in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the applicable guidelines for compensation and reimbursement of expenses established by the U.S. Trustee (the UST Guidelines), and any applicable orders of the Court. However, the Debtors are advised by DJM that it is not the general practice of real estate consultant and advisory firms to keep time records similar to those customarily kept by attorneys or to keep time records on a project category basis. Furthermore, DJM's fee and expense structure provides for a flat fee based on the occurrence of a Transaction. As DJM's compensation will be calculated as contemplated by the Engagement Letter, the firm requests that they not be required to file time records in accordance with Local Rule 2016-1 and the UST Guidelines. Mark T. Dufton of DJM Realty Services, LLC disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code. The firm can be reached through: Mark T. Dufton DJM Realty Services, LLC d/b/a Gordon Brothers Real Estate 20 Crossways Park Dr. North 105 Woodbury, NY 11797 Telephone: (617) 422-6224 Email: mdufton@gordonbrothers.com About CFRA Holdings CFRA Holdings, LLC, formerly known as CFRA Restaurant Holdings Inc., and its debtor affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-03608) on May 6, 2020. The petitions were signed by Tim J. Pruban, the Debtors' chief restructuring officer. At the time of the filing, the Debtors disclosed estimated assets of $10 million to $50 million and estimated liabilities of the same range. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as their counsel. CHIFLEZ CORP: Unsecureds to be Paid in Full Under Plan ------------------------------------------------------ Chiflez Corp., submitted an Amended Disclosure Statement explaining its Chapter 11 Plan. General unsecured creditors are classified in Class 2 and will receive a distribution of 100% of their allowed claims plus interest at the rate of 2.04% to be paid in full no later than the effective date. On June 18, 2019, the Debtor and its affiliate Cositas Ricas Equatorianas Corp. filed voluntary petitions for relief under chapter 11 of the bankruptcy code. No creditors committee, examiner, or trustee has been appointed in this case. The affiliated debtor Cositas Ricas Equatorianas Corp. was unable to remain in operation, closed its business, and the companion case was dismissed on February 7, 2020. After further negotiations with creditors, the Debtor is filing its second plan of reorganization which provides for payment of all claims in full. The Debtor’s owner Carlos Segarra is selling non-debtor assets comprised of real estate located at 35-31 93rd Street, Queens, NY 11372 owned by the C.L.S. 93rd Street Family Limited Partnership. Proceeds from the sale will be used to pay all of the Debtor’s unsecured creditors in full. The Debtor's owner Carlos Segarra is selling non-debtor assets comprised of real estate located at 35-31 93rd Street, Queens, NY 11372 owned by the C.L.S. 93rd Street Family Limited Partnership to RJ Home LLC for the sum of $998,000. The estimated liens on the property are $820,000 including the lien of $187,658.10 held by the labor creditors who are represented by Mohammed Gangat, Esq. (the "Labor Creditors"). The closing occurred on April 23, 2020 and the Labor Creditors were paid in full at the closing. There are no unsecured claims in this case other than the Labor Creditors. The remaining claims are the tax claims and those creditors will be paid in full over time from proceeds of operations. A full-text copy of the Disclosure Statement dated May 13, 2020, is available at https://tinyurl.com/ybhwwrjm from PacerMonitor.com at no charge. Attorneys for the Debtor: LAWRENCE F. MORRISON BRIAN J. HUFNAGEL MORRISON TENENBAUM PLLC 87 Walker Street, Floor 2 New York, New York 10013 Telephone: (212) 620-0938 Facsimile: (646)390-5095 About Chiflez Corp. Chiflez Corp. operates a Latin cuisine restaurant located at 95-02 Roosevelt Avenue, Jackson Heights, NY 11372. Juan Carlos Segarra supervises everything that happens with the business. Carlos Segarra is the 100% owner of the Debtor and Juan Carlos Segarra is the President. On June 18, 2019, Chiflez Corp. filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-43748). The Debtor was estimated to have less than $1 million in both assets and liabilities. MORRISON TENENBAUM, PLLC, is the Debtor's counsel. CINEMEX USA: Law Firm of Russell Represents Utility Companies ------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Law Firm of Russell R. Johnson III, PLC submitted a verified statement to disclose that it is representing the utility companies in the Chapter 11 cases of Cinemex USA Real Estate Holdings, Inc., Cinemex Holdings USA, Inc., and CB Theatre Experience LLC. The names and addresses of the Utilities represented by the Firm are: a. Commonwealth Edison Company Attn: Erin Buechler Claims & Collection Counsel 3 Lincoln Centre Oakbrook Terrace, IL 60181 b. Consolidated Edison Company of New York, Inc. Attn: Rosalie Zuckerman, Esq. 4 Irving Place – Room 1875S New York, NY 10003 c. Georgia Power Company Attn: Daundra Fletcher 2500 Patrick Henry Parkway McDonough, GA 30253 d. Florida Power & Light Company Attn: Gloria Lopez Law Department 700 Universe Blvd. Juno Beach, FL 33408 e. Baltimore Gas and Electric Company Assistant General Counsel Exelon Corporation 2301 Market Street, S23-1 Philadelphia, PA 19103 f. Orange and Rockland Utilities, Inc. Attn: Jennifer Woehrle 390 W. Route 59 Spring Valley, New York 10977 The nature and the amount of claims (interests) of the Utilities, and the times of acquisition thereof are as follows: a. The following Utilities have unsecured claims against the above-referenced Debtors arising from prepetition utility usage: Commonwealth Edison Company, Consolidated Edison Company of New York, Inc. and Georgia Power Company. b. Baltimore Gas and Electric Company, Florida Power & Light Company and Orange and Rockland Utilities, Inc. held prepetition cash deposits that secured all or most of their prepetition debt. c. For more information regarding that claims and interests of the Utilities in these jointly-administered cases, refer to the (i) Objection of Certain Utility Companies To the Debtor's Emergency Motion For Interim and Final Orders (I) Approving the Debtors' Proposed Adequate Assurance of Payment For Future Utility Services; (II) Prohibiting Utility Companies From Altering, Refusing or Discontinuing Services; (III) Approving the Debtors' Proposed Procedures For Resolving Adequate Assurance Requests; and (IV) Granting Related Relief (Docket No. 149) filed in the above-captioned, jointly-administered, bankruptcy cases. The Law Firm of Russell R. Johnson III, PLC was retained to represent the foregoing Utilities in May 2020. The circumstances and terms and conditions of employment of the Firm by the Companies is protected by the attorney-client privilege and attorney work product doctrine. The Firm can be reached at: Russell R. Johnson III, Esq. LAW FIRM OF RUSSELL R. JOHNSON III, PLC 2258 Wheatlands Drive Manakin-Sabot, VA 23103 Tel: (804) 749-8861 Fax: (804) 749-8862 Email: russell@russelljohnsonlawfirm.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/irRKhq About Cinemex Cinemex USA Real Estate Holdings Inc. and Cinemex Holdings USA, Inc., a company that operates a movie theater chain, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 20-14695 and 20-14696) on April 25, 2020. On April 26, 2020, CB Theater Experience, LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-14699). The cases are jointly administered under Case No. 20-14695. At the time of the filing, Debtors each disclosed assets of between $100 million and $500 million and liabilities of the same range. Quinn Emanuel Urquhart & Sullivan, LLP and Bast Amron, LLP serve as the Debtors' bankruptcy counsel. Province, Inc., is the financial advisor. CLINIGENCE HOLDINGS: Closes Sale of Certain Assets to AHA --------------------------------------------------------- Clinigence Holdings, Inc., and Accountable Healthcare America, Inc., a medical management platform company and provider network, have provided an update to their shareholders. As previously announced on Feb. 3, 2020, Clinigence and AHA were on the verge of executing a definitive merger agreement to merge the two companies in late January when they received a confidential Letter Of Intent to acquire both companies as well as several roll-up acquisitions from a Nasdaq-listed Special Purpose Acquisition Company. The Boards of Directors of both companies made a decision to execute the LOI with the SPAC and to proceed with the process of combining into the SPAC. The process is still ongoing, with PCAOB-certified audits of all entities expected to be completed by June 30. To increase shareholder value and to facilitate the transaction with the SPAC, the Board of Directors of Clinigence Holdings decided to sell certain assets of the Company to AHA. The sale of the assets was completed on Friday, May 29. Under the terms of the transaction, Clinigence Health, a subsidiary of Clinigence Holdings, has transferred certain of its intellectual property assets and patents, as well as liabilities of approximately $3.2 million, to AHA for an aggregate purchase price of $15 million of Preferred Stock of AHA. Net of the liabilities, this reflects an equity value of approximately $11.8 million. Excluded from the sale are all of the Company's client contracts, cash, accounts receivable and the name Clinigence. The Preferred Stock of AHA will automatically convert into Common Stock of the SPAC if the transaction with the SPAC is consummated, or into 3,750,000 shares of Common Stock of AHA, based upon a $4 per share valuation, in the event the transaction with the SPAC is not consummated. Concomitant with the transaction, Clinigence Health has entered into a License Agreement with AHA pursuant to which Clinigence Health has licensed certain rights to the IP and Clinigence Health's ongoing operations will continue as before uninterrupted. There can be no assurance that the proposed transaction with the SPAC will occur at all. In the event that the transaction with the SPAC does not occur, Clinigence and AHA currently intend to then complete their previously announced merger, although there can be no assurance that the proposed transaction between Clinigence and AHA will occur at all. If the transaction with the SPAC does occur, management from Clinigence and AHA will be charged with leading the new company. "The Boards of Clinigence and AHA are excited to be able to bring this opportunity to our shareholders," stated Warren Hosseinion, M.D., chairman of the Board of Clinigence. "We believe that this potential transaction with the SPAC is the best strategic move for us, if it can be achieved, and will allow us to become Nasdaq-listed and give us access to incremental equity capital to accelerate our growth. We expect to be an active participant in the consolidation of our industry." Proposed Transaction Timeline and Listing of Common Stock on Nasdaq AHA intends to sign definitive business combination agreements with the SPAC within the next 30-60 days, if possible. Closing of the transaction will be subject to certain closing conditions, including but not limited to AHA and the target roll-up acquisitions having two years of consolidated audited financials, as well as a proxy filing and approval of the transaction by the SPAC's shareholders. AHA currently expects to seek to close the transaction with the SPAC in October or November of 2020. About Clinigence Holdings Clinigence Holdings, a fully reporting, publicly-held company -- http://www.clinigencehealth.com/-- is a healthcare information technology company providing an advanced, cloud-based platform that enables healthcare organizations to provide value-based care and population health management. The Clinigence platform aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of each patient and provider and virtually unlimited insights into patient populations. Clinigence recorded a net loss of $7.12 million for the year ended Dec. 31, 2019, compared to a net loss of $950,129 for the year ended Dec. 31, 2018. Prager Metis CPA's LLC, in Hackensack, New Jersey, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 14, 2020 citing that the Company has an accumulated deficit of $12,568,795, and a working capital deficit of $3,367,101 at Dec. 31, 2019. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. COSTA HOLLYWOOD: Aug. 17 Auction of All Assets Set -------------------------------------------------- Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida authorized Costa Hollywood Property Owner, LLC's bidding procedures in connection with the sale of substantially all assets to 777 N. Ocean Drive, LLC for $43 million, subject to overbid. A hearing on the Motion was held on May 27, 2020 at 2:30 p.m. The Debtor may pursue a Sale of the Assets and enter into the transactions contemplated by the Stalking Horse Agreement by conducting an Auction in accordance with the Bidding Procedures. The salient terms of the Bidding Procedures are: a. Bid Deadline: Aug. 13, 2020 b. Initial Bid: A minimum purchase price equal to or greater than $43 million in cash plus an additional $500,000, plus the Buyer's Premium in the amount of 2% of the Bid, plus the amount, if any, of the Debtor's liabilities that are proposed to be assumed in the Bid, plus, if applicable, an amount sufficient to cover the payment of any cure amounts for any executory contracts and leases proposed to be assumed and assigned under the Bid c. Deposit: 5% of the proposed purchase price d. Auction: The Auction, if necessary under the Bidding Procedures, will take place on Aug. 17, 2020 at 10:00 a.m. (ET) at the offices of counsel for the Debtor, Meland, Russin & Budwick, P.A., 3200 Southeast Financial Center, 200 South Biscayne Boulevard, Miami, Florida 33131, or such other place and time3 as the Debtor will notify all Qualified Bidders, including, without limitation, the Stalking Horse Purchaser, counsel for the Stalking Horse Purchaser and other invitees. e. Bid Increments: $100,000 f. Sale Hearing: Aug. 26, 2020 at 2:00 p.m. (ET) g. Sale Objection Deadline: Aug. 24, 2020 at 4:00 p.m. (ET) h. A Buyer's Premium in the amount of 2% of the amount of the Successful Bid, which will be payable to the Broker, is approved, provided however, the Buyer's Premium will be $100,000 if the Stalking Horse Purchaser, or any other stalking horse bidder procured by the Stalking Horse Purchaser as a replacement stalking horse bidder, is the Successful Bidder, unless a Minimum Bid is received at a price of $44.37 million or more, then if the Stalking Horse Purchaser, or any other stalking horse bidder procured by the Stalking Horse Purchaser as a replacement stalking horse bidder, outbids such Minimum Bid, then the Buyer's Premium will be 2%. i. The Stalking Horse Purchaser is not required to credit bid, but will be permitted to credit bid at the Auction pursuant to section 363(k) of the Bankruptcy Code, in an amount up to and including the full amount of its Allowed Secured Claim, which will be in the amount of $47,189,514 plus interest, attorneys' fees and expenses, and the Protective Advance Claim. The Assets of the Debtor sold pursuant to the Bidding Procedures, will be conveyed at Closing in their then-present condition, "as is, wher eis," as further detailed in the Stalking Horse Agreement. The Sale Notice is approved. Notwithstanding the foregoing, a replacement stalking horse purchaser will be permitted to replace the Secured Lender, provided the replacement stalking horse bid is no less than $43 million and such stalking horse bidder provides a contract deposit equal to no less than 5% of the stalking horse purchase price. Notwithstanding anything to the contrary contained in the Order, (1) any payment made, or authorization contained, hereunder will be subject to the requirements imposed on the Debtor under any order approving debtor-in-possession financing including but not limited to the Interim Cash Collateral Order, the Second Interim Cash Collateral the Final Order on Cash Collateral, the DIP Order; and (2) any claim for which payment is authorized pursuant to the Order that is treated as an administrative expense of the Debtor's estate will be and is subject and subordinate to any and all claims, liens, security interests, and priorities granted to the Secured Lender in accordance with and subject to the terms of the applicable DIP Order, and payment on any such claim will be subject to any and all restrictions on payments in the DIP Order and any other order of the Court. The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are waived and the Bidding Procedures Order will be effective immediately upon its entry. All time periods set forth in the Bidding Procedures Order will be calculated in accordance with Bankruptcy Rule 9006(a). A copy of the Bidding Procedures is available at https://tinyurl.com/y7ql666o from PacerMonitor.com free of charge. About Costa Hollywood Property Owner Costa Hollywood Property Owner, LLC -- https://www.costahollywoodresort.com/ -- is a privately held company in the traveler accommodation industry. It owns and operates Costa Hollywood Beach Resort, a resort hotel in Hollywood Beach, Florida. Costa Hollywood Beach Resort offers rooms and suites featuring an elevated design aesthetic and luxe decor. Costa Hollywood sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-22483) on Sept. 19,2019. In the petition signed by Moses Bensusan, manager and sole member, the Debtor was estimated to have assets ranging from $50 million to $100 million and liabilities of the same range. The Hon. Raymond B. Ray is the case judge. Peter D. Russin, Esq., at Meland Russin & Budwick, P.A. serves as the Debtor's bankruptcy counsel. COWBOY CLEANERS: Gets Approval to Hire Wilkins & Wilkins as Counsel ------------------------------------------------------------------- Cowboy Cleaners, Ltd. received approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Wilkins & Wilkins, L.L.P. as its legal counsel. The firm will perform the following professional services in connection with Debtor's Chapter 11 case: (a) give the Debtor legal advice with respect to its power and duties in the continued operation of its personal management of its property; (b) take necessary action to collect property of the estate and file suits to recover the same; (c) represent the Debtor in connection with the formulation and implementation of a plan of reorganization and all matters incident thereto; (d) prepare legal papers; (e) object to disputed claims; (f) perform all other legal services for the Debtor which may be necessary. Debtor and Wilkins have agreed professional services' compensation at the rate of $375 per hour, to be applied against a retainer of $17,500 for pre-bankruptcy and post-petition services, costs and filing fees. James Wilkins, Esq., at Wilkins & Wilkins, L.L.P., disclosed in court filings that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The attorney can be reached at: James S. Wilkins, Esq. Wilkins & Wilkins, L.L.P. 711 Navarro Street, Suite 711 San Antonio, TX 78205-1711 Telephone: (210) 271-9212 Facsimile: (210) 271-9389 About Cowboy Cleaners Cowboy Cleaners, Ltd. is a San Antonio, Texas-based company that offers cleaning services. It conducts business under the name Cowboy Cleaners, Inc. Cowboy Cleaners sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-50897) on March 8, 2020. The petition was signed by Cowboy Cleaners President Victoria Maisel. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $500,001 and $1 million. Judge Craig A. Gargotta oversees the case. James S. Wilkins, Esq., at Wilkins & Wilkins, L.L.P., is Debtor's legal counsel. CYTOSORBENTS CORP: Stockholders Elect 5 Directors at Annual Meeting ------------------------------------------------------------------- CytoSorbents Corporation held its 2020 Annual Meeting of Stockholders on June 2, 2020, at which the stockholders: 1. elected Al W. Kraus, Dr. Edward R. Jones, Michael Bator, Dr. Phillip P. Chan, and Alan D. Sobel as directors to serve until the Company's 2021 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified; and 2. ratified the appointment of WithumSmith+Brown, PC, as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2020. About CytoSorbents Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb is approved in the European Union with distribution in 58 countries around the world, as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" that could otherwise cause massive inflammation, organ failure and death in common critical illnesses. These are conditions where the risk of death is extremely high, yet no effective treatments exist. As of March 31, 2020, the Company had $44.23 million in total assets, $22.91 million in total liabilities, and $21.31 million in total stockholders' equity. WithumSmith+Brown, PC, in East Brunswick, New Jersey, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 5, 2020 citing that the Company sustained net losses for the years ended Dec. 31, 2019, 2018 and 2017 of approximately $19.3 million, $17.2 million and $8.5 million, respectively. Further, the Company believes it will have to raise additional capital to fund its planned operations for the twelve month period through March 2021. These matters raise substantial doubt regarding the Company's ability to continue as a going concern. DELCATH SYSTEMS: William Rueckert Quits as Director --------------------------------------------------- William Rueckert resigned from the Board of Directors of Delcath Systems, Inc., effective immediately. Mr. Rueckert was a member and the chairperson of the Company's Audit Committee at the time of his resignation. The Company believes that certain statements made by Mr. Rueckert in his resignation letter are not accurate. Specifically: * Mr. Rueckert's resignation letter refers to "The dismissal of Marco [Taglietti] from the board." Mr. Taglietti is a former director of the Company who, as reported on the Company's Current Report on Form 8-K dated May 12, 2020, resigned as an independent director of the Company. His resignation was requested by the board in order to maintain a manageable board size in light of the simultaneous addition of two new directors, pursuant to the terms of the Board Appointment Agreement, dated April 8, 2020 by and among the Company, Rosalind Master Fund L.P. and Rosalind Opportunities Fund I L.P., and was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. * Mr. Rueckert's resignation letter refers to "the withholding of rightfully earned compensation from the senior executives" of the Company. The Company is currently reviewing the circumstances surrounding certain bonus compensation amounts which are claimed to be due to former senior executives. In the interim all back pay, other bonuses and unused vacation pay have been paid to the former executives. Upon the conclusion of the review, a decision on either retention of or payment of such amounts will be made. The aggregate amount claimed by the former executives does not exceed $1.14 million. Increase in Outstanding Shares of Common Stock As of May 21, 2020, the outstanding common stock of Delcath Systems, Inc. had increased by more than 5% since the last reported common stock outstanding. As of June 3, 2020, the Company had 3,515,641 shares of its common stock, $0.01 par value per share, issued and outstanding. The increase in outstanding shares of common stock is due to conversions of Series E Preferred Stock and Series E-1 Preferred Stock into common stock. About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com/-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The Company's lead product candidate, Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System, or Melphalan/HDS, is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. In Europe, Melphalan/HDS is approved for sale under the trade name Delcath CHEMOSAT Hepatic Delivery System for Melphalan. Delcath Systems reported a net loss of $8.88 million for the year ended Dec. 31, 2019, compared to a net loss of $19.22 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $14.21 million in total assets, $20.57 million in total liabilities, and a total stockholders' deficit of $6.36 million. Marcum LLP, in New York, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 25, 2020 citing that the Company has a significant working capital deficiency, has incurred significant recurring 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. DENBURY RESOURCES: Implements Revised Compensation Structure ------------------------------------------------------------ In response to the ongoing significant economic and market uncertainty affecting the oil and gas industry, Denbury Resources Inc. and its Board of Directors and Compensation Committee have conducted a comprehensive review of the Company's compensation programs across the organization. As a result of this review, the Board and Compensation Committee determined that the Company's historic compensation structure and performance metrics would not be effective in motivating and incentivizing the Company's workforce in the current environment. With the advice of their independent compensation consultant and legal advisors, the Company and the Board implemented the following revised compensation structure for the Company's executives and certain senior managers (including each of its named executive officers), other employees and non-employee directors effective as of June 3, 2020. Named Executive Officers and Other Senior Managers: Christian S. Kendall, the Company's president and chief executive officer, and Mark C. Allen, the Company's executive vice president, chief financial officer, treasurer and assistant secretary, each agreed to reduce their 2020 target variable compensation by 35% and 20%, respectively, relative to their 2019 target variable compensation (i.e., 2019 annual incentive program target value and 2019 long-term incentive program target value). Mr. Kendall has also elected to reduce his 2020 annualized base salary by 20%. Target variable compensation will remain at 2019 levels for James S. Matthews, the Company's executive vice president, chief administrative officer, general counsel and secretary. The 2020 variable compensation of 21 of the Company's executives and certain senior managers, including each of its named executive officers, will be prepaid with an obligation to repay up to 100% of the compensation (on an after-tax basis) if certain conditions are not satisfied. The total amount that will be paid to the 21 senior managers will be approximately $15 million. The Company's named executive officers' 2020 variable compensation will be earned 50% based on their continued employment for a period of up to 12 months, and 50% based on achieving certain specified incentive metrics. As a condition to participating in the revised program, all senior managers are required to waive participation in the Company's 2020 annual incentive plan, and all outstanding equity and cash-based compensation awards held by the senior managers have been cancelled. Other Employees: Given the current uncertainty and volatility in the Company's industry, in an effort to maintain the stability and cohesion of its workforce, the Company's annual incentive plan will be converted into an opportunity for all eligible employees to receive cash retention payments earned on a quarterly basis over a 12-month period, subject to their continued employment. The Company and the Board believe the revised compensation program's emphasis on retention is essential to keep employees incentivized in the performance of their duties to accomplish the Company's short and long-term financial and operational goals. Non-Employee Directors: In connection with its review of the Company's historic compensation programs, the Board also revised the Company's non-employee director compensation program. Under the revised program, John P. Dielwart, the chairman of the Board, has elected to reduce his 2020 chairman retainer by 20% and all non-employee director compensation will be paid in cash on a quarterly basis. About Denbury Headquartered in Plano, Texas, Denbury Resources Inc. -- http://www.denbury.com-- is an independent oil and natural gas company with operations focused in two key operating areas: the Gulf Coast and Rocky Mountain regions. The Company's goal is to increase the value of its properties through a combination of exploitation, drilling and proven engineering extraction practices, with the most significant emphasis relating to CO2 enhanced oil recovery operations. As of March 31, 2020, the Company had $4.61 billion in total assets, $258.72 million in total current liabilities, $2.86 billion in total long-term liabilities, and $1.49 billion in total stockholders' equity. Denbury received on March 5, 2020 formal notice from the New York Stock Exchange that the average closing price of the Company's shares of common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price for continued listing on the NYSE. The NYSE notification does not affect Denbury's ongoing business operations or its U.S. Securities and Exchange Commission reporting requirements, nor does it trigger any violation of its debt obligations. Denbury is considering all available options to regain compliance with the NYSE's continued listing standards, which may include a reverse stock split, subject to approval of the Company's board of directors and stockholders. * * * As reported by the TCR on March 15, 2020, Moody's Investors Service downgraded Denbury Resources Inc.'s Corporate Family Rating to 'Caa2' from 'B3'. The downgrade of Denbury's CFR to Caa2 reflects Moody's expectation that its revenues will decline in 2021 and the uncertainty over the company's ability to refinance its debt maturing in 2021. DEW TRUCKEN: Court Conditionally Approves Disclosure Statement -------------------------------------------------------------- Judge Austin E. Carter has ordered that the disclosure statement filed by Dew Trucken, LLC, is conditionally approved. June 11, 2020, is fixed as the last day for filing written acceptances or rejections of the plan. Within 7 days after the entry of this order, the plan, the disclosure statement, a ballot, and a copy of the Conditional Order shall be mailed by the Debtor or counsel to creditors. June 17, 2020 at 2:00 at U.S. Bankruptcy Court, C.B. King U.S. Courthouse, 2nd Floor, 201 Broad, Albany GA is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. June 11, 2020 is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. Counsel for the Debtor: Shelba D. Sellers Sellers & Mitchell, P.C. 106 Euclid Drive P.O. Box 1157 Thomasville, Ga, 31799 E-mail: shelba_sellers@yahoo.com About Dew Trucken, LLC Dew Trucken, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Ga. Case No. 20-10341) on March 24, 2020, estimating under $1 million in both assets and liabilities. The Debtor is represented by Shelba D. Sellers, Esq., at Sellers & Mitchell, P.C. DIXON PAVING: Has Until June 15 to File Plan and Disclosures ------------------------------------------------------------ Judge David M. Warren has ordered that Dixon Paving, Inc., is granted an extension of, up to and including June 15, 2020, to file its Plan of Reorganization and Disclosure Statement. About Dixon Paving Based in Raleigh, North Carolina, Dixon Paving, Inc., is a commercial paving and milling company. Dixon Paving filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 20-00656) on Feb. 14, 2020. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in liabilities. Judge David M. Warren oversees the case. The Debtor's counsel is Trawick H. Stubbs, Jr., Esq., at Stubb & Perdue, P.A. DOVETAIL GALLERY: Pennsylvania L & I Objects to Disclosure & Plan ----------------------------------------------------------------- Commonwealth of Pennsylvania, Department of Labor & Industry, Unemployment Compensation Fund (L & I) objects to the Disclosure Statement and Plan of Reorganization of debtor Dovetail Gallery Limited dated March 11, 2020. L & I is a party-in-interest in the case, having filed a claim for prepetition unemployment compensation secured and priority taxes in the total amount of $154,643. Of this amount, $152,505 is secured and $2,138 is priority. The Debtor filed but did not pay their first quarter of 2020 and thus an additional $17,644 is due postpetition for a total amount due of $23,157. L & I in its objection raises these issues: * The Plan proposes paying L&I's secured claim from the sale of non-debtor assets, minus exemptions (which is inapplicable to L&I as its liens are statutory, not judicial), granted a replacement lien, and paid pro rata over the course of 72 months at 5% interest. It is not clear why a replacement lien is necessary, as L&I's liens attach to all Debtor's property. * The Plan is not confirmable because it does not comply with 11 U.S.C. Sec. 1129(a)(9)(c) as it does not provide for payment of L&I's secured and priority claims within 60 months of the petition date. The Plan does not provide for Unemployment Compensation’s statutory rate of 12%. * The Debtor did not demonstrate before the pandemic that it is capable of operating without incurring additional debt, and it is not clear that they can operate in a manner that benefits creditors moving forward. A full-text copy of the Commonwealth of Pennsylvania's objection to disclosure statement dated May 15, 2020, is available at https://tinyurl.com/yd4hvlqg from PacerMonitor at no charge. About Dovetail Gallery Limited Dovetail Gallery Limited, which conducts business under the names The Dovetail Gallery and Dovetail Gallery, Inc., filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-10134) on Feb. 14, 2019. In the petition signed by its president, Gary Cacchione, the Debtor was estimated to have assets of between $500,001 and $1 million and liabilities of the same range. Judge Thomas P. Agresti oversees the case. The Debtor is represented by Michael P. Kruszewski, Esq., and the Quinn Law Firm. No committee of unsecured creditors has been appointed in the Debtor's case. DURA AUTOMOTIVE: Committee Says Plan Patently Unconfirmable ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Dura Automotive Systems, LLC, et al., submitted objections and reservation of rights to the adequacy of the information in the Debtors' proposed Disclosure Statement. The Disclosure Statement should not be approved for two reasons: (i) the Disclosure Statement does not contain adequate information; and (ii) the Sales have made the Plan patently unconfirmable. The Committee points out that the Sales and the terms thereof are not adequately disclosed, nor is there a sufficient description of the Debtors' remaining assets -- certain claims and causes of action. The Committee further points out that the Plan is patently unconfirmable because it diverges from the terms of the Sales approved by the Bankruptcy Court. Counsel to the Official Committee of Unsecured Creditors: Jennifer R. Hoover Kevin M. Capuzzi BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 Telephone: (302) 442-7010 Facsimile: (302) 442-7012 E-mail: jhoover@beneschlaw.com kcapuzzi@beneschlaw.com Counsel to the Official Committee of Unsecured Creditors: Oscar N. Pinkas Lauren Macksoud DENTONS US LLP 1221 Avenue of the Americas New York, NY 10020 Telephone: (212) 768-6700 Facsimile: (212) 768-6800 Email: oscar.pinkas@dentons.com lauren.macksoud@dentons.com - and - James R. Irving April A. Wimberg DENTONS BINGHAM GREENEBAUM LLP 3500 PNC Tower 101 South Fifth Street Louisville, Kentucky 40202 Telephone: (502) 587-3606 Facsimile: (502) 540-2215 E-mail: james.irving@dentons.com april.wimberg@dentons.com About Dura Automotive Systems Dura Automotive Systems, LLC, together with its affiliates, is an independent designer and manufacturer of automotive systems, including mechatronic systems, exterior systems, and lightweight structural systems, among others. It is nationally certified in the United States by the Women's Business Enterprise Council, and operates 25 facilities in 13 countries throughout North America, South America, Europe and Asia. Headquartered in Auburn Hills, Mich., the company -- https://www.duraauto.com/ -- employs approximately 7,400 individuals. Dura Automotive Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 19-06741) on Oct. 17, 2019. At the time of the filing, the Debtors had estimated assets of between $100 million and $500 million and liabilities of between $100 million and $500 million. The cases have been assigned to Judge Randal S. Mashburn. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as bankruptcy counsel; Bradley Arant Boult Cummings LLP as local counsel; Portage Point Partners, LLC as restructuring advisor; Jefferies LLC as financial advisor and investment banker; and Prime Clerk LLC as claims agent. ELCO MUTUAL: A.M. Best Affirms B(Fair) Financial Strength Rating ---------------------------------------------------------------- AM Best has affirmed the Financial Strength Rating of B (Fair) and the Long-Term Issuer Credit Rating (Long-Term ICR) of "bb+" of ELCO Mutual Life and Annuity (ELCO) (Lake Bluff, IL). The outlook of these Credit Ratings (ratings) remains positive. The ratings reflect ELCO's balance sheet strength, which AM Best categorizes as weak, as well as its strong operating performance, neutral business profile, and marginal enterprise risk management (ERM). The positive outlooks reflect a continued strengthening in ELCO's balance sheet strength, including improving risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio (BCAR), from profit-based growth in absolute capital and improvements in the risk profile of its investment portfolio. ELCO's balance sheet had previously been impacted by unfavorable factors, including the asset portfolio composition, which historically has had a higher risk profile, and very high dependence on reinsurance in its core annuity business. Continued strengthening of the balance sheet could result in a positive rating action. ELCO's balance sheet strength assessment mainly reflects its level of risk-adjusted capitalization, which improved from weak to adequate, together with significant reinsurance leverage and limited financial flexibility, partly offset by the absence of financial leverage and a fixed income portfolio that is nearly all investment grade. Furthermore, AM Best notes that as a small mutual company, ELCO's financial flexibility is somewhat limited. The company has a long history of producing operating profits that support capital growth. Returns on equity are strong and driven by the profitability of its core Medicaid compliant annuity products, which are expected to see continued growth. AM Best believes that the company's operating profitability is likely to remain favorable over the near term. ELCO's business is concentrated in annuity offerings, although the company sells pre-need life insurance products that add some diversity. Annuity production is centered on the senior market. Eldercare attorneys provide deposit type single premium annuity sales, while most deferred annuities are distributed by independent general agents. The group's ERM assessment is reflective of a governance structure, culture, and risk management controls that are commensurate with a small mutual insurer. ENTERPRISE COMMUNITY: MLF3 Wallabout Proposes Liquidating Plan -------------------------------------------------------------- MLF3 Wallabout LLC, a secured creditor of debtor Enterprise Community Funding, LLC, filed a Chapter 11 Plan of Liquidation for the Debtor's estate on May 15, 2020. The Plan provides for the reorganization of the Debtor by liquidating the Debtor's real properties through public Sales. The sales will take place approximately 30 days after Confirmation, and will consist of the sales of: (i) 28 Lynch Street, Unit 3L, Brooklyn, New York, owned by Enterprise (Lynch Property); and (ii) 23 Walton Street, Unit 15C, Brooklyn, New York, owned by Enterprise together with the Lynch Property, the Enterprise Properties. Each of the Enterprise shall be sold free and clear of all liens, claims and encumbrances. The Enterprise Properties are units in buildings that are currently occupied by family members of Mike Kohn (the owner/sole member of the Debtors) valued at $900,000 each by Enterprise. The proceeds of the Sales shall be used to pay the creditors of the Enterprise, including MLF3. From the proceeds of the Sale of the Lynch Property, Statutory Fees and Allowed Administrative Claims, including Professional Fees not to exceed $10,000, will be paid in full on the effective date from available cash. Thereafter, MLF3 will be paid up to the full amount of the MLF3 Secured Claim (Class 1) attributable to the First Mortgage. If there are any surplus funds available after the payment of the foregoing, they will pay up to the full amount of the Sheldon Abramovitch Secured Claim (Class 2), followed by payment to MLF3 up to the full amount of the portion of the MLF3 Secured Claim (Class 1) attributable to the Second Mortgage. If there any surplus funds available from the Sale of the Lynch Property after the payment in full of the foregoing claims, the proceeds will be paid to the Class 4 Claimants (unsecured creditors). To the extent the Creditors in Classes 1-4 are paid in full from the proceeds of the Sale, any surplus funds from the Sales of the Franklin Property shall be distributed to Class 5 (equity interest holders). From the proceeds of the Sale of the Walton Property, Statutory Fees and Allowed Administrative Claims, including Professional Fees not to exceed $10,000, will be paid in full on the effective date from available cash. Thereafter, Ditech Financial, LLC, will be paid up to the full amount of the Allowed Ditech Secured Claim (Class 3). After payment of the foregoing, MLF3 will be paid up to the full amount of the MLF3 Secured Claim (Class 1) attributable to the First Mortgage. If there are any surplus funds available after the payment of the foregoing, the proceeds of the Sale of the Walton Property shall be used to pay up to the full amount of the Sheldon Abramovitch Secured Claim (Class 2), followed by payment to MLF3 up to the full amount of the portion of the MLF3 Secured Claim (Class 1) attributable to the Second Mortgage. If there are any surplus funds available from the Sales of the Walton Property after the payment in full of the foregoing claims such proceeds will be paid to the Class 4 Claimants (unsecured creditors). To the extent the Creditors in Classes 1-4 are paid in full from the proceeds of the sales, any surplus funds from the Sales of the Properties shall be distributed to Class 5. In the event that MLF3 is the successful creditor bidder at the sale of the Lynch Property and the Walton Property and there are no proceeds from such Sales, MLF3 agrees that it will pay the Statutory Fees and Allowed Administrative Expenses, including Professional Fees not to exceed $10,000 and it will contribute $8,333 to make a pro rata distribution to Allowed General Unsecured Claims. A full-text copy of MLF3 Wallabout's Disclosure Statement dated May 15, 2020, is available at https://tinyurl.com/y8wcfyp3 from PacerMonitor at no charge. Attorneys for MLF3 Wallabout: JASPAN SCHLESINGER LLP 300 Garden City Plaza Garden City, New York 11530 Tel: (516) 393-8289 Frank C. Dell'Amore, Esq. About Enterprise Community Enterprise Community Funding, LLC, is a privately held company whose principal assets are located at 28 Lynch Street, Unit 34, Brooklyn, NY and 23 Walton Street, Unit 15C, Brooklyn, NY. Enterprise Community filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-45036) on Aug. 21, 2019. The case is assigned to Hon. Elizabeth S. Stong. The Debtor's counsel is Thomas A. Draghi, Esq. of WESTERMAN BALL EDERER MILLER ZUCKER & SHARFSTEIN, LLP. At the time of filing, Enterprise Community was estimated to have $1 million to $10 million assets and liabilities. EVERMILK LOGISTICS: Class 8 to Be Paid 30 Days After Confirmation ----------------------------------------------------------------- Evermilk Logistics, LLC, provided a supplement to the Disclosure Statement filed on April 16, 2020. Pursuant to the Modification of the Plan, the Article III treatment provision for Class 8 has been clarified and restated to provide that the allowed claims of Class 8 will be paid in full within 30 days after Confirmation of the Plan, or in the case of any disputed claim, within 30 days of the later of Confirmation of the Plan or the date such claim becomes an allowed claim. Provided, however, any holder of an allowed claim may be paid on an alternative payment schedule pursuant to express written agreement with the Debtor. A full-text copy of the Supplement to the Disclosure Statement dated May 13, 2020, is available at https://tinyurl.com/y95w3tg2 from PacerMonitor.com at no charge. About Evermilk Logistics Evermilk Logistics LLC -- http://www.evermilklogistics.net/-- is a member-managed Indiana limited liability company wholly owned by Teunis Jan Willemsen. It operates a commercial milk hauling trucking business. Its principal place of business is at 6615 W. 500 N., Frankton, Indiana 46044. Evermilk hauls milk for local dairy farms that sell milk to Dairy Farmers of America. Evermilk has been taking milk to the Eastern and Central United States, and currently is picking up 20-25 tanker loads of milk each day. It currently employs more than 60 driver and administrative or maintenance personnel. Evermilk Logistics LLC filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-03613) on May 15, 2017. In the petition signed by Teunis Jan Willemsen, member, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Jeffrey J. Graham. The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker Daniels LLP. No trustee or examiner has been appointed, and no committee has yet been appointed or designated. FANNIE MAE: Terminates Registration of 8.75% Preferred Stock ------------------------------------------------------------ Federal National Mortgage Association filed a Form 15-12G with the Securities and Exchange Commission to terminate the registration of its 8.75% Non-Cumulative Mandatory Convertible Preferred Stock, Series 2008-1, stated value $50 per share. The 8.75% Non-Cumulative Mandatory Convertible Preferred Stock, Series 2008-1, automatically converted pursuant to its terms into common stock in 2011, and therefore there are no longer any shares of this series of preferred stock outstanding. About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae -- http://www.FannieMae.com/-- is a government-sponsored enterprise (GSE) that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. Fannie Mae helps make the 30-year fixed-rate mortgage and affordable rental housing possible for millions of Americans. The Company partners with lenders to create housing opportunities for families across the country. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. About Fannie Mae's Conservatorship and Agreements with Treasury Fannie Mae has operated under the conservatorship of FHFA since Sept. 6, 2008. Treasury has made a commitment under a senior preferred stock purchase agreement to provide funding to Fannie Mae under certain circumstances if the company has a net worth deficit. Pursuant to this agreement and the senior preferred stock the company issued to Treasury in 2008, the conservator has declared and directed Fannie Mae to pay dividends to Treasury on a quarterly basis for every dividend period for which dividends were payable since the company entered conservatorship in 2008. FERRELLGAS PARTNERS: Posts $15.4 Million Net Loss in 3rd Quarter ---------------------------------------------------------------- Ferrellgas Partners, L.P., reported a net loss attributable to the company of $15.39 million on $412.13 million of total revenues for the three months ended April 30, 2020, compared to net income attributable to the company of $20.46 million on $479.63 million of total revenues for the three months ended April 30, 2019. For the nine months ended April 30, 2020, Ferrellgas reported a net loss attributable to the company of $12.53 million on $1.22 billion of total revenues compared to net earnings attributable to the company of of $6.79 million on $1.40 billion of total revenues for the same period during the prior year. As of April 30, 2020, the Company had $1.72 billion in total assets, $602.81 million in total current liabilities, $2.15 billion in long-term debt, $76.13 million in operating lease liabilities, $52.17 million in other liabilities, and a total partners' deficit of $1.15 billion. The Company's propane operations reported that total gallons sold for the quarter were 246.8 million, down from 264.1 million gallons in the prior year due to warmer termperatures than prior year and the widespread slowdown of the economy due to COVID-19, partially offset by customer growth. Gross margin cents per gallon were 8 cents, or 10 percent higher than the prior year due to wholesale propane prices that were approximately 50 percent lower than the prior year. The Company continues its aggressive operating strategies in gaining market share. This strategic focus resulted in over 22,000 new customers and over 3,900 new tank exchange selling locations, or approximately three and seven percent more than prior year, respectively. Additionally, the Company successfully issued $700M of senior first lien notes due 2025. Proceeds were used to repay the senior secured credit facility, to collateralize letters of credit and for general corporate purposes. As previously announced, the Company indefinitely suspended its quarterly cash distribution as a result of not meeting the required fixed charge coverage ratio contained in the senior unsecured notes due June of 2020. Additionally, Ferrellgas has engaged Moelis & Company LLC as its financial advisor and the law firm of Squire Patton Boggs LLP to assist in its ongoing process to address its upcoming debt maturities. The Company does not intend to comment further on its progress in this regard or on potential options until further disclosure is appropriate or required by law. For that reason, and in view of the information the Company otherwise makes available in earnings releases and quarterly and annual reports, the Company has suspended the practice of holding conference calls with investors, analysts and other interested parties in connection with periodic reporting of financial results for completed periods. A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/DFIPZe 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. FLO-TECH INC: Debtor Will Contribute all net Sale Proceeds ---------------------------------------------------------- Thomas Tedford and Flo-Tech, Inc., filed a supplement to the Disclosure Statement and a notice of opportunity to submit ballots or amend ballots accepting or rejecting the proposed Plan. The Disclosure Statement and Plan provided that Tedford will contribute: (i) $100,000 from the sale of his residence at 24246 North 43rd Ave., Glendale, AZ 85310 as new value in the Corp. Case; and (ii) $25,000 as new value in the Indiv. Given that the Net Sale Proceeds were less than the $125,000 contemplated in the proposed Plan, the Debtor will contribute all of the Net Sale Proceeds of $120,621 as new value under the Plan. This change is a non-adverse modification of the proposed Plan as the distributions to unsecured creditors (both general and priority) and payments to secured creditors under the Plan are not modified by the change. The Court will hold a continued confirmation hearing on the Plan on June 16, 2020 at 1:30 P.M. at 230 N. First Ave., Courtroom 701, Phoenix, Arizona. Amended or new ballots accepting or rejecting the Plan must be received by the Plan Proponent at least seven (7) days prior to the Confirmation Hearing on the Plan. A full-text copy of the Supplement to Disclosure Statement dated May 13, 2020, is available at https://tinyurl.com/y8oh8u27 from PacerMonitor.com at no charge. Attorneys for the Joint Debtors: Patrick F. Keery, Esq. Keery McCue, PLLC 6803 E. Main Street, Ste. 1116 Scottsdale, AZ 85251 Tel: (480) 478-0709 Fax: (480) 478-0787 E-mail: mat@keerymccue.com About Flo-Tech Inc. Formed in December 1994, Flo-Tech, Inc., is in the business of providing concrete floor repair, restoration and refinishing services. Flo-Tech has its principal place of business located in Phoenix, Maricopa County, Arizona. Thomas Tedford is the president, director and majority shareholder of Flo-Tech -- he owns 100% of the outstanding shares in Flo-Tech. Flo-Tech, Inc., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-00460) on Jan. 15, 2019. The Debtor engaged Keery McCue, PLLC, as counsel. FRANK INVESTMENTS: June 18 Plan & Disclosure Hearing Set -------------------------------------------------------- On May 11, 2020, Frank Investments, Inc., a New Jersey corporation, filed with the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, a Second Amended Chapter 11 Plan of Liquidation and a Disclosure Statement. On May 15, 2020, Judge Erik P. Kimball conditionally approved the Disclosure Statement and established the following dates and deadlines: * June 18, 2020, at 10:30 a.m. is the hearing on final approval of the Disclosure Statement and confirmation of the Plan. * June 4, 2020, is the deadline for filing objections to claims. * June 11, 2020, is the deadline for filing ballots accepting or rejecting plan. * June 15, 2020, is the deadline for filing objections to confirmation. * June 15, 2020, is the deadline for filing objections to final approval of the disclosure statement. A copy of the order dated May 15, 2020, is available at https://tinyurl.com/yd8amkxn from PacerMonitor at no charge. About Frank Investments Frank Investments Inc., Frank Theatres Management LLC and Frank Entertainment Companies, LLC are affiliates of Rio Mall, LLC, which sought bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17840) on June 28, 2018. Rio Mall, LLC, owns and operates commercial real property that comprises the shopping center known as Rio Mall located at 3801 Route 9 South, Rio Grande, N.J. Frank Investments and its debtor affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-20019) on Aug. 17, 2018. At the time of the filing, Frank Investments and Frank Entertainment had estimated assets of between $10 million and $50 million and liabilities of the same range. Frank Theaters had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A., is the Debtors' bankruptcy counsel. No official committee of unsecured creditors has been appointed. FREDERICK D. FEIGL: $44K Sale of AEL Interest to Enterkin Approved ------------------------------------------------------------------ Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas authorized Frederick Douglas Feigl's sale of his interest in Advantage Environmental Lighting, LLC to Brent Enterkin for $44,321. The sale is free and clear of all liens, claims, encumbrances, and interests. The Bankruptcy Rule 6004(h) will not apply to the sale of the AEL Interest, and the Order will be effective immediately upon entry. Frederick Douglas Feigl sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-34156) on Dec. 18, 2019. The Debtor tapped Areya Holder, Esq., as counsel. FREEDOM COMMUNICATIONS: Taps A. Lavar Taylor as Tax Counsel ----------------------------------------------------------- Freedom Communications, Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of A. Lavar Taylor LLP as their special counsel effective May 1. A. Lavar Taylor will provide the following services: (a) analyze in detail the positions taken by California Department of Tax & Fee Administration with respect to the claims for refund and with respect to the assertions of additional taxes owed; (b) advise Debtors regarding the pursuit of administrative and judicial remedies to challenge the positions taken by the CDTFA; (c) pursue administrative or judicial remedies to challenge the positions taken by the CDTFA, as instructed by Debtors; and (d) provide other services related to the dispute between Debtors and the CDTFA as may be required. The current hourly billing rates for the law firm's professionals are as follows: A. Lavar Taylor $675 Lynda B. Taylor $525 Charles F. Rosen $525 Lisa O. Nelson $500 Jonathan T. Amitrano $475 Alexander Schindler $320 Rami M. Khoury $320 The hourly billing rates for the firm's paraprofessionals are as follows: Joyce E. Cheng $275 Magdalena Allen-Reimers $195 Law clerk $175 A. Lavar Taylor, Esq., a partner at A. Lavar Taylor, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: A. Lavar Taylor, Esq. Law Offices of A. Lavar Taylor LLP 3 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 Telephone: (714) 546-0445 Facsimile: (714) 546-2604 About Freedom Communications Headquartered in Santa Ana, Calif., Freedom Communications, Inc., owned two daily newspapers -- The Press-Enterprise in Riverside, California and The Orange County Register in Santa Ana, California. Freedom Communications and 24 of its affiliates sought Chapter 11 bankruptcy protection in California with the intention of selling their assets to a group of local investors led by Rich Mirman, Freedom's chief executive officer and publisher. Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Lead Case No. 15-15311) on Nov. 1, 2015. In the petition signed by Richard E. Mirman, the CEO, Freedom Communications Holdings estimated assets and liabilities in the range of $10 million to $50 million. William N. Lobel, Esq., Alan J. Friedman, Esq., Beth E. Gaschen, Esq., and Christopher J. Green, Esq., at Lobel Weiland Golden Friedman LLP, serve as the Debtors' counsel. The Debtors employed Shulman Hodges & Bastian LLP, as general insolvency counsel; GlassRatner Advisory & Capital Group LLC as financial advisor and consultant; and Donlin, Recano & Company, Inc., as the noticing, claims and balloting/solicitation agent. FTI Consulting, Inc. was tapped to review Pension Benefit Guaranty Corporation (PBGC) Claims. The Debtors tapped Robert J. Feinstein, Esq. and Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel; and The Law Offices of A. Lavar Taylor LLP as special tax counsel. * * * In April 2016, Freedom Communications completed the sale of its operating businesses and real estate assets to Digital First Media Inc., following a bankruptcy auction. Digital First Media's $51.8 million bid was approved by the Bankruptcy Court in Santa Ana, after the U.S. Department of Justice filed an antitrust lawsuit against the highest bidder, Tribune Publishing. The final sale to Digital First Media closed on March 31, 2016 for $49.8 million, according to FTI Capital Advisors, which was retained to conduct a formal sale process. Tribune tendered a $56 million bid but the U.S. government argued a sale to Tribune would give it a monopoly on major newspapers in Southern California. First Media publishes the Los Angeles Daily News, Long Beach Press-Telegram and other Southern California papers. Digital First Media, a business name of MediaNews Group, offers news reporting and third party advertising and directory opportunities through its more than 800 multi-platform products which include web, mobile, tablet and print. GAMESTOP CORP: Moody's Puts Caa1 CFR on Review for Upgrade ---------------------------------------------------------- Moody's Investors Service placed the ratings of GameStop Corp. on review for upgrade, including its Caa1 Corporate Family Rating, Caa1-PD Probability of Default Rating, and Caa2 senior unsecured rating. Moody's also assigned a B3 rating to GameStop's proposed senior secured notes and placed the rating on review for upgrade. The company's Speculative Grade Liquidity rating remains SGL-3. "The review will focus on the company's success in refinancing its existing senior unsecured notes which mature in March 2021 and the final terms of the exchange, including the number of unsecured notes exchanged," stated Pete Trombetta, Assistant Vice President at Moody's. GameStop is offering the holders of the existing 6.75% senior notes due 2021 to exchange those notes for 10% senior secured notes due March 2023. On Review for Upgrade: Issuer: GameStop Corp. Probability of Default Rating, Placed on Review for Upgrade, currently Caa1-PD Corporate Family Rating, Placed on Review for Upgrade, currently Caa1 Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Caa2 (LGD5 from LGD4) Assignments: Issuer: GameStop Corp. Senior Secured Regular Bond/Debenture, Assigned B3 (LGD3), Placed on Review for Upgrade Outlook Actions: Issuer: GameStop Corp. Outlook, Changed to Rating Under Review from Negative RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS GameStop's credit profile is constrained by the near-term debt maturity of its $420 million senior unsecured notes in March 2021 and GameStop's weak EBIT/interest coverage of less than 1.0x. These factors, when combined with its expectation for lower EBITDA in 2020 and the company's recent bond trading prices increase the risk of a default including a potential distressed exchange. In the near term, GameStop's credit profile reflects the disruption caused by the coronavirus, including store closures that contributed to an approximate 30% comparable same store sales decrease in the first quarter of 2020. Moody's expects the second quarter to be the trough in terms of sales declines as stores begin to open in more regions across the US and the world. However, Moody's expects the company will continue to see ongoing pressure on revenue and margins, as the company's new video game software sales, hardware sales, and pre-owned business continue to be pressured, which will continue until the holiday 2020 season. Moody's anticipates that GameStop will generate cash flow deficits until the fourth quarter of 2020 that it will support with it sizable cash balances. Ongoing key credit concerns include GameStop's vulnerability to product renewal cycles and new technology trends that pressure the traditional sales and business model, including new gaming console launches as well as downloadable, streaming, and subscription gaming services. GameStop benefits from its adequate liquidity supported by good cash balances and improved working capital management. The company's credit profile is further supported by its moderate scale and international reach, leading market position, and the flexible footprint of its store base. 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 specialty retail sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, the weaknesses in GameStop's credit profile, including its exposure store closure and consumer sentiment have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Ratings could be upgraded if GameStop is able to refinance its debt prior to the March 2021 maturity on economic terms. An upgrade would also require maintaining at least adequate liquidity. Ratings could be downgraded if the probability of default increases for any reason. GameStop Corp., headquartered in Grapevine, Texas, is the world's largest dedicated retailer of video game products. GameStop operates over 5,300 stores in 14 countries with revenue of around $6.5 billion for the last twelve-month period ended February 1, 2020. The principal methodology used in these ratings was Retail Industry published in May 2018. GAMESTOP CORP: Reports 1st Quarter Fiscal 2020 Preliminary Results ------------------------------------------------------------------ GameStop Corp. reported certain preliminary unaudited financial information for the first quarter ended May 2, 2020. George Sherman, GameStop's chief executive officer, stated: "As we navigate the global COVID-19 pandemic, our priority continues to be the safety and well-being of our employees, customers and business partners. Despite the disruption caused by the pandemic, we are pleased to see our strategic investments in omni-channel capabilities allow us to deliver on the increased demand for gaming, entertainment and remote work products. Our Buy Online Pickup in Store capabilities enabled many of our stores to safely open for contactless curbside pickup. Importantly, the U.S.-based stores conducting this limited curbside offering were able to meet or exceed their sales plans during the second half of the quarter which is a true testament to our ability to fully capitalize on both our omni-channel capabilities and our leadership position in gaming. I would like to thank all of our associates and business partners for their dedication and commitment during this unprecedented time. We have begun safely reopening our stores around the world as conditions and government regulations permit, and look forward to the day our fleet can be fully operational again. We believe we have, and are continuing to, take the appropriate steps to preserve liquidity, including disciplined management of all expenses, working capital, and capital expenditures as we continue to manage through the current environment, positioning the Company to emerge even stronger when in-store operations resume in totality." Preliminary Unaudited First Quarter Fiscal 2020 Results: As a result of the spread of COVID-19 around the world, the Company's various operations across 14 countries were negatively impacted during the quarter. Approximately 76% of the Company's 1,802 international stores temporarily closed for business beginning in March. As previously announced, on March 22, 2020, the Company temporarily closed all 3,526 of its U.S. locations – with approximately 65% of the locations conducting a limited curbside pickup offering. During the final six-weeks of the fiscal first quarter, approximately 10% of the global fleet remained fully open and accessible to customers, approximately 42% remained open for limited curbside delivery and 48% remained fully closed. Importantly, in Australia where all stores remained open for business during the first quarter, increased demand drove an approximately 35% comparable store sales increase. As a result, the Company anticipates its Australia/New Zealand segment to contribute a higher percentage of sales as compared to the prior year fiscal quarter, while the relative contribution from its Europe segment will decline. On a preliminary basis for the 13-weeks ended May 2, 2020 compared to the 13-weeks ended May 4, 2019: * Total global sales are expected to decrease in the range of 33% to 35% from $1.5 billion in the prior year fiscal quarter. * Comparable store sales are expected to decrease in the range of approximately 30% to 31%. Excluding stores that were closed during the first quarter as a result of the COVID-19 pandemic, comparable store sales are expected to decline in the range of approximately 16% to 17%. * The Company expects hardware sales to be a larger percentage, and software sales to be a smaller percentage, of total sales in the first quarter of fiscal 2020 compared to the prior year fiscal quarter. * Cash flow from operations is expected to be approximately ($49) million compared to ($665) million in the prior year fiscal quarter. The decrease in cash used in operations is primarily attributable to the Company's focus on optimizing the cash conversion cycle and carrying more efficient levels of inventory, which resulted in accounts payable at the beginning of the first quarter of fiscal 2020 being approximately $671.1 million lower than at the beginning of the prior year fiscal quarter. * Inventory at quarter end is expected to decline by approximately 43%, or $500 million, to approximately $650 million compared to $1.1 billion in the first quarter of fiscal 2019. The Company expects to record $13.5 million related to inventory reserves and obsolescence in the first quarter of fiscal 2020 compared to $9.6 million in the first quarter of fiscal 2019. * Accounts payable for the quarter is expected to decrease approximately 54%, or $245 million, to approximately $212 million compared to $458 million in the first quarter of fiscal 2019. * Net (loss) income is expected to be in the range of ($172) million to ($162) million compared to approximately $6.8 million in the prior year fiscal quarter, and includes approximately $53 million in non-cash tax charge associated with the valuation allowance against the Company’s deferred tax assets. * Adjusted EBITDA is expected to be in the range of ($79) million to ($74) million compared to $43 million in the prior year fiscal quarter (See Reconciliation Schedule I.) The Company's expected total sales, comparable store sales, adjusted EBITDA and cash flows from operations for the quarter ended May 2, 2020, and expected inventory and accounts payable at quarter-end, are estimates and subject to completion of the quarter-end closing process and adjustments. Accordingly, this information may change. Liquidity As of May 2, 2020, the Company had approximately $570 million in total cash, reflecting $135 million drawn under its revolving credit facility. As of June 3, 2020, the Company had reduced its outstanding borrowings under its revolving facility to approximately $100 million. The Company continues to expect it will have sufficient liquidity and financial flexibility to fund its operations and navigate the current environment. Given effective working capital management, the Company expects to have total cash and liquidity between $575 million and $625 million as of the end of its second fiscal quarter. Store Operations Update The Company continues to phase the reopening of its stores across all operating countries where restrictions related to the global pandemic have been lifted, and according to the mandates provided by country, state and local officials, including the implementation of strict sanitary processes and social distancing measures. As a result, at the end of May 2020, the Company had approximately 85% of its U.S. locations open to limited customer access or curbside delivery, and approximately 90% of its international locations open. Subsequently, given the recent social unrest experienced in various cities across the United States, the Company has temporarily closed approximately 90 stores that were previously reopened, to protect the safety of associates and customers. Approximately 30 of these locations will be closed for the foreseeable future given extensive physical damage. First Quarter Fiscal 2020 Earnings Call Details: The Company anticipates announcing first quarter fiscal 2020 earnings results after the market closes on June 9, 2020. The company will host an investor conference call with management at 5:00 p.m. ET on the same day to review the company's financial results. The phone number for the call is 877-451-6152 and the confirmation code is 13703604. This call, along with supplemental information, can also be accessed at GameStop's investor relations home page at http://investor.GameStop.com/.The conference call will be archived for two months on GameStop's corporate website. About GameStop GameStop Corp., a Fortune 500 company headquartered in Grapevine, Texas, is a video game retailer, operating approximately 5,300 stores across 14 countries, and offering a selection of new and pre-owned video gaming consoles, accessories and video game titles, in both physical and digital formats. GameStop also offers fans a wide variety of POP! vinyl figures, collectibles, board games and more. GameStop recorded a net loss of $470.9 million for fiscal year 2019 compared to a net loss of $673 million for fiscal year 2018. As of Feb. 1, 2020, GameStop had $2.82 billion in total assets, $2.21 billion in total liabilities, and $611.5 million in total stockholders' equity. * * * As reported by the TCR on April 27, 2020, Moody's Investors Service downgraded the ratings of GameStop Corp. including its Corporate Family Rating to Caa1 from B2. "The downgrade reflects Moody's expectation that given its forecast of lower earnings in 2020 compared to 2019, GameStop's EBIT/interest expense will be below 1.0x, which despite the expected benefit of the launch of new consoles could make it difficult for GameStop to refinance its unsecured notes that mature in March 2021 on economic terms," stated Pete Trombetta, AVP-Analyst at Moody's. GGI HOLDINGS: Branscomb, Sussman Represent Two Landlords -------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Branscomb PLLC and Sussman & Moore, LLP submitted a verified statement to disclose that they are representing H-E-B, LP and Military Market, LLC in the Chapter 11 cases of GGI Holdings, LLC, et al. On or about May 6, 2020, Branscomb PLLC was retained to represent H-E-B, LP and Military Market, LLC in the above-captioned Chapter 11 Cases. On or about May 18, 2020, Patrick H. Autry, of the law firm Branscomb PLLC, requested that Weldon Moore, of Sussman & Moore, LLP serve as designated local counsel. Branscomb PLLC and Sussman & Moore, LLP represent only the Landlords in the Chapter 11 Cases. The Landlords are the only creditors or other parties in interest in the Chapter 11 Cases for which Branscomb PLLC and Sussman & Moore, LLP are required to file a Verified Statement pursuant to Rule 2019. In accordance with Bankruptcy Rule 2019, the "nature and amount of each disclosable economic interest" held by each Landlord is: * H-E-B, LP Lease effective July 7, 2015 between HEB Grocery Company, L.P., [now known as [H-E-B, LP], as landlord, and Gold's Texas Holdings Group, Inc., as tenant, for premises located at 318 Valley Hi Drive, San Antonio, Texas. * Military Market, LLC Lease dated July 30, 2001, between Military Market, LLC, successor in interest to SWM Market, LP, as landlord, and Gold's Texas Holdings Group, Inc., successor-in-interest to LGAU of San Antonio, Ltd., for premises located at 2555 SW Military Drive, San Antonio, TX. Nothing contained in this Verified Statement is intended or shall be construed to constitute (i) a waiver or release of the rights of the Landlords to have any final order entered by, or other exercise of the judicial power of the United States performed by, an Article III court; (ii) a waiver or release of the rights of the Landlords to have any and all final orders in any and all non-core matters entered only after de novo review by a United States District Judge; (iii) consent to the jurisdiction of the Court over any matter; (iv) an election of remedy; (v) a waiver or release of any other rights the Landlords may have to a jury trial; (vi) a waiver or release of the right to move to withdraw the reference with respect to any matter or proceeding that may be commenced in the Chapter 11 Cases against or otherwise involving the Landlords; or (vii) a waiver or release of any other rights, claims, actions defenses, setoffs or recoupments to which Landlords may be entitled, in law or in equity, under any agreement or otherwise, with all of which rights, claims, actions, defenses, setoffs or recoupments being expressly reserved. The Firms reserve the right to amend or supplement this Verified Statement in accordance with the requirements of Bankruptcy Rule 2019. Counsel for H-E-B, LP and Military Market, LLC can be reached at: BRANSCOMB PLLC Patrick H. Autry, Esq. 8023 Vantage Drive Suite 560 San Antonio, TX 78230 Tel: 210-598-5400 Fax: 210-598-5405 Email: pautry@branscomblaw.com - and - SUSSMAN & MOORE, LLP, Esq. Weldon L. Moore III 4645 N. Central Expressway, Suite 300 Dallas, TX 78205 Tel: 214-278-8270 Fax: 214-378-8290 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/SCy99T About GGI Holdings Founded in 1965, Gold's Gym operates a network of company-owned and franchised fitness centers. It owns and operates approximately 95 gyms domestically, and holds franchise agreements for more than 600 gyms domestically and internationally. Its majority owner is TRT Holdings, Inc. -- acquired the business in 2004. GGI Holdings, LLC, Gold's Gym International, Inc. and other related entities sought Chapter 11 protection (Bankr. 20-31318) on May 4, 2020. GGI Holdings was estimated to have assets and debt of $50 million to $100 million. The Hon. Harlin Dewayne Hale is the case judge. The Debtors tapped Dykema Gossett PLLC as bankruptcy counsel. BMC Group Inc. is the claims agent. GI DNYAMICS: Postpones Stockholders Meeting to June 16 ------------------------------------------------------ GI Dynamics Inc. has postponed its special meeting of stockholders that was originally scheduled to be held on June 7, 2020 at 6:00 p.m. United States Eastern Daylight Time ("EDT"), which is June 8, 2020 at 8:00 a.m. Australian Eastern Standard Time ("AEST"). The Company's Special Meeting will now be held on June 16, 2020 at 6:00 p.m. EDT, which is June 17, 2020 at 8:00 a.m. AEST. The Record Date of April 20, 2020 which determines voting eligibility and the information related to accessing the virtual meeting remains unchanged. The Special Meeting will be held as a webcast via the online platform at https://agmlive.link/GID20 and details on how to access the meeting can be found on the Company's website or within the definitive proxy statement filed by announcement on May 27, 2020 AEST. "If you have already voted your shares of common stock or directed CHESS Depositary Nominees Pty Ltd to vote your CHESS Depositary Interests by completing the CDI Voting Instruction Form and you do not desire to change your vote, your prior vote will remain voted without additional action. "If you held shares of common stock on the Record Date and have not yet voted, you may do so now using the directions provided in the Proxy Statement. If you held shares of common stock on the Record Date and have already voted, you may change your vote or revoke your proxy at any time before the Special Meeting in any one of the following ways: * if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed in the Proxy Statement; * by re-voting by Internet as instructed in the Proxy Statement; * by notifying the Company's corporate secretary in writing at GI Dynamics, Inc., 320 Congress Street, Boston, MA 02210, U.S.A., Attention: Corporate Secretary, before the Special Meeting that you have revoked your proxy; or * by virtually attending the Special Meeting, revoking your proxy and voting via the online platform at https://agmlive.link/GID20. Virtual attendance at the Special Meeting will not in and of itself revoke a previously submitted proxy. You must specifically request during the Special Meeting that it be revoked. "Your most current vote, whether by Internet or proxy card, is the one that will be counted. "If you are a beneficial owner and hold shares of common stock through a broker, bank or other nominee, you may submit new voting instructions by contacting your broker, bank or other nominee. "If you held CDIs on the Record Date and you have not yet directed CDN to vote by completing the CDI Voting Instruction Form, you may do so prior to 8:00 a.m. AEST on 14 June 2020 (which is 6:00 p.m. EDT on 13 June 2020). If you held CDIs on the Record Date and you have already directed CDN to vote by completing the CDI Voting Instruction Form, you may revoke those directions by delivering to Link Market Services Limited a written notice of revocation bearing a later date than the CDI Voting Instruction Form previously sent which notice must be received by Link Market Services Limited no later than 8:00 a.m. AEST on June 14, 2020 (which is 6:00 p.m. EDT on June 13, 2020). "The Company has decided to postpone the Special Meeting in order to provide stockholders with an update on the Company's current financing plans given developments that have occurred after the mailing of the Proxy Statement for the Special Meeting. The Company was seeking to be in a position to agree and announce a new financing arrangement prior to the Special Meeting, so that stockholders had an understanding of the Company's future funding position before voting on the delisting proposal to be considered at the Special Meeting. The Company has not been able to agree on definitive terms with any potential investors at this stage, including in relation to the Potential Financing described in the Proxy Statement. However, the Company is continuing to have discussions with potential investors regarding both equity and debt funding alternatives. The Board believes that it would be in the best interests of the stockholders to allow more time for these discussions to be pursued before asking stockholders to vote on the delisting proposal at the Special Meeting. The Board is therefore postponing the Special Meeting to allow these further discussions to occur and thereby create an outcome whereby stockholders can be as fully informed as possible as to what the Company's financial position will look like in a post-delisting environment prior to voting on the delisting proposal. "During this additional time period, the Company will also seek to reach an agreement with Crystal Amber Fund Limited ("Crystal Amber") to extend the current 15 June 2020 maturity date of its June 2017 Senior Secured Convertible Promissory Note (the "2017 Note") , or to otherwise restructure such note to avoid an event of default. The Company believes that a vote on the Company's delisting should only occur to the extent the 2017 Note has been modified, so that the Company is not in default at or shortly after the time of the voted. If the maturity date of the 2017 Note is not extended or otherwise restructured and the Company is in a condition of default on 15 June 2020, the Board may determine that it should initiate an orderly wind down of the Company prior to the Special Meeting. "Absent any additional debt or equity financing, the Company has cash reserves that enable it to operate until 16 June 2020. The Company has had discussions with existing investors, including Crystal Amber, regarding a short-term bridge financing in an amount up to approximately US$500,000, which would provide sufficient cash to operate until 26 June 2020. The Company is evaluating the related terms to determine the best course of action; however, there is no guarantee that the Company will be able to secure any bridge financing on favorable terms, if at all. "The Company will make further announcements regarding the above matters prior to the new date for the Special Meeting. "It is important that stockholders note, however, that the postponement of the Special Meeting is not a guarantee that either a significant financing or restructuring of the 2017 Note will be able to be achieved on terms acceptable to the Company prior to the Special Meeting or at all. Assuming the maturity date of the June 2017 Note is extended and arrange a US$500,000 bridge financing, if a material financing and a restructuring of the 2017 Note cannot be secured by 26 June 2020, the Company will need to cease carrying on business and be wound down. "This announcement is being made in accordance with Rule 135c of the Securities Act of 1933, as amended, and is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of the Company. "This announcement has been authorized for release by Charles Carter, chief financial officer and corporate secretary of GI Dynamics," GI Dynamics said in a press release. About GI Dynamics Founded in 2003 and headquartered in Boston, Massachusetts, GI Dynamics, Inc. (ASX:GID) is a developer of EndoBarrier, an endoscopically-delivered medical device for the treatment of type 2 diabetes and the reduction of obesity. EndoBarrier is not approved for sale and is limited by federal law to investigational use only. EndoBarrier is subject to an Investigational Device Exemption by the FDA in the United States and is entering concurrent pivotal trials in the United States and India. GI Dynamics reported a net loss of $17.33 million for the year ended Dec. 31, 2019, compared to a net loss of $8.04 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $5.65 million in total assets, $8.71 million in total liabilities, and a total stockholders' deficit of $3.06 million. Wolf and Company, P.C., in Boston, Massachusetts, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 26, 2020 citing that the Company has suffered losses from operations since inception and has an accumulated deficit and working capital deficiency that raise substantial doubt about the Company's ability to continue as a going concern. GRAN TIERRA: Signs 14th Amendment to 2015 Credit Agreement ---------------------------------------------------------- Gran Tierra Energy Inc., Gran Tierra Energy International Holdings Ltd., as borrower, The Bank of Nova Scotia, as administrative agent, and the lenders party thereto entered into the Fourteenth Amendment to their Credit Agreement dated as of Sept. 18, 2015. The Fourteenth Amendment is effective as of June 1, 2020 and, among other things: (i) reduces the Borrowing Base to $225,000,000; (ii) provides for certain relief under the financial covenants until Oct. 1, 2021, including relief from compliance with the ratio of Total Debt to EBITDAX (each as defined in the Credit Agreement) during the Covenant Relief Period; (iii) amends the interest rate to either, at the borrower's option, LIBOR plus a spread ranging from 2.90% to 4.90%, or base rate plus a spread ranging from 1.90% to 3.90%, with such spread in each case dependent upon the Company's Senior Secured Leverage Ratio, provided that during the Covenant Relief Period the spread will be increased by 125 basis points; (iv) provides for a borrowing condition that the Company does not have cash and cash equivalents (other than Excluded Cash, as defined in the Credit Agreement) in excess of $15,000,000; (v) adds certain mandatory prepayments, including for cash balances in excess of $15,000,000; and (v) amends and adds certain negative covenants, including, without limitation, certain additional limitations on incurrence of indebtedness, liens and investments, the making of restricted payments, prepayments of indebtedness, and acquisitions and mergers. From time to time, the agents, arrangers, book runners and lenders under the Credit Agreement and their affiliates have provided, and may provide in the future, investment banking, commercial lending, hedging and financial advisory services to the Company and its affiliates in the ordinary course of business, for which they have received, or may in the future receive, customary fees and commissions for these transactions. About Gran Tierra Headquartered in Calgary, Alberta, Canada, Gran Tierra Energy Inc. (www.grantierra.com), together with its subsidiaries, is an independent international energy company focused on oil and natural gas exploration and production. The Company is focused on its existing portfolio of assets in Colombia and Ecuador and will pursue new growth opportunities throughout Colombia and Latin America, leveraging its financial strength. The Company's common stock trades on the NYSE American, the Toronto Stock Exchange and the London Stock Exchange under the ticker symbol GTE. Gran Tierra stated in its Quarterly Report for the period ended March 31, 2020, that, "Whilst management believes the amendments to the covenants in the credit agreement necessary to avoid non-compliance in the next 12 months will be forthcoming, this risk of non-compliance with the covenants in the credit facility creates a material uncertainty that casts substantial doubt with respect to the ability of the Company to continue as a going concern." * * * As reported by the TCR on May 21, 2020, S&P Global Ratings lowered its issuer credit rating on Canada-based oil and gas producer Gran Tierra Energy Inc. (GTE) to 'CCC+' from 'B'. "We believe that at this point, although the company does not have any debt maturities, its weaker operating cash generation has led it to continue increasing debt funding to cover its cash shortfall. Therefore, we now view GTE's liquidity as less than adequate because we don't believe it could withstand the current economic conditions with limited access to financing markets," S&P said. GREG HOMESLEY: Unscureds Will get $150 Per Month for 120 Months --------------------------------------------------------------- Greg Homesley CPA, P.C., Inc., submitted an Amended Plan of Reorganization. The Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from future income of the Debtor derived from Debtor's wealth management business and accounting practices in Jacksonville, Florida and Lubbock, TX. The Plan treats claims as follows: * Class 2 Live Oak Banking Company 1741 Tiburon Drive Wilmington NC 28403. This class is impaired with amount allowed of $927,137.72 and having an interest rate of 4%. This class shall be paid $4,426.30 principal and interest per month for months 1-360. * Class 3 Peoples Bank 5820 82nd St Lubbock, TX 79424 (Acct #7848). This class is impaired with amount allowed of $3,949.45 and having an interest rate of 4%. This class shall be paid $72.74 per month for 180 months. * Class 4 Susan Carter, CPA, P.A. c/o Richard R. Thames, Esq. Thames Markey & Heeking, P.A.. (POC #3 - $44,208.32) (POC #5 - $12,000.00). This class is impaired. Any judgment awarded in favor of Carter P.A. in either the State Court Litigation or the Federal Court Litigation, including any attendant award of attorney fees in such actions or any appeals therefrom, shall constitute Carter P.A.'s allowed Class 5 claim which will be paid in full in equal monthly installments of principal and post-judgement interest over 48 months from the date such judgment or award of attorney fees becomes final, the first installment being due 10 days after the judgment or award of attorney fees becomes final. * Class 5 All General Unsecured Claims. This class is impaired and will be paid $150 per month for 120 months distributed pro rata to Class 6 general unsecured creditors. * Class 7 Equity Holder(s). This class shall receive no distribution by way of dividend until all of the foregoing Classes are paid in full. A full-text copy of the Disclosure Statement dated May 13, 2020, is available at https://tinyurl.com/y9jbpepp from PacerMonitor.com at no charge. Attorneys for the Debtor: Taylor J. King Law Offices of Mickler & Mickler 5452 Arlington Expressway Jacksonville, FL 32211 (904) 725-0822 Florida Bar No. 072049 tjking@planlaw.com About Greg Homesley CPA Greg Homesley, CPA, P.C. -- http://www.greghomesley.com/-- provides comprehensive tax, accounting and financial services for professionals, executives, small business owners and retirees. Greg Homesley sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03370) on Aug. 31, 2019. At the time of the filing, the Debtor disclosed $283,495 in assets and $1,081,430 in liabilities. The Law Offices of Mickler & Mickler is the Debtor's counsel. HANNON ARMSTRONG: Fitch Affirms LT IDR & Unsec. Debt Rating at BB+ ------------------------------------------------------------------ Fitch Ratings has affirmed Hannon Armstrong Sustainable Infrastructure Capital and its indirect subsidiaries Long-Term Issuer Default Rating and unsecured debt rating of 'BB+'. Additionally, Fitch has affirmed Hannon's senior secured revolving recourse credit facility at 'BBB-'. The Rating Outlook is Stable. KEY RATING DRIVERS The ratings affirmation reflects Hannon's established, albeit niche, market position within the renewable energy financing sector, experienced management team, diversified investment portfolio, strong credit track record and a fairly conservative underwriting culture. The affirmation also incorporates its adherence to leverage targets that are commensurate with the risk profile of the portfolio, demonstrated access to public equity and unsecured debt markets and long-term relationships with its customers. Rating constraints include modest scale, dependence on access to the capital markets to fund portfolio growth and a limited ability to retain capital due to dividend distribution requirements as a REIT. Additionally, Hannon's opportunistic shift in the company's portfolio mix toward higher-risk mezzanine debt and common equity exposures is viewed with caution by Fitch. Over the past year Hannon has made significant progress diversifying its funding profile by tapping the unsecured debt market three times while continuing to access the public equity market to fund its portfolio growth. Fitch believes that Hannon will continue to diversify its funding profile over time, including opportunistically issuing additional unsecured debt, which would reduce liquidity risk, improve financial flexibility and extend funding duration. Unsecured debt represented 61% of Hannon's total debt outstanding at March 31, 2020 (pro forma for the $400 million note issuance on April 15, 2020), which is within Fitch's 'a' category benchmark range for balance sheet heavy finance and leasing companies with an 'a' operating environment score. Hannon's asset quality metrics have remained relatively strong in 2019 and 1Q20. The company recorded an allowance of $8 million in 2019, which accounted for 0.7% of total receivables, due to a court ruling related to receivables which were placed on non-accrual status in 2017. Additionally, upon adoption of the current expected credit losses accounting standard on Jan. 1, 2020, Hannon recorded a $17 million allowance related to $896 million of commercial receivables (2.0%). The company also added $1 million of reserves in 1Q20 due to potential impact from the coronavirus pandemic. Hannon did not record any allowance for its government receivables considering the high credit quality of the obligors. Hannon has recorded only two credit losses since its IPO in 2013, amounting to approximately $19 million (net of recoveries) on approximately $7 billion of transactions, which represents an aggregate loss of less than 0.3% of cumulative transactions originated over this time period. The global spread of the coronavirus and the implementation of strict social distancing guidelines across the U.S. have pushed the economy into a recession. While Fitch believes Hannon is relatively well positioned, Fitch expects some deterioration in credit and operating performance given the firm's direct exposure to consumer credit in residential and community solar projects as well as exposures to non-government entities in energy efficiency and solar projects. Hannon may also suffer from delays in project permitting, equipment deliveries, or construction progress or from an increase in equipment pricing that could negatively impact Hannon's investment's performance. Hannon's profitability metrics have been improving steadily over the past several years. Pre-tax income, adjusted for the economic reality of equity method investment income in preferred equity transactions, as a percentage of average assets increased to 4.4% in 1Q20 (annualized) from 3.0% in 1Q19. Stronger profitability has been attributed to an increase in higher-yielding investments, such as residential solar and community solar in the past year. Fitch expects near-term weakness in Hannon's profitability ratios due to the impact of the coronavirus. Leverage, as measured by par debt-to-tangible equity, was 1.4x at end-March 2020; down from 1.5x at 1Q19, and below the company's long-term leverage target of up to 2.5x. Leverage increased to 1.7x pro forma for the $400 million unsecured bond issuance. Proceeds will be used to fund new investments. Hannon's leverage is well within Fitch's 'a' category benchmark range for balance sheet heavy finance and leasing companies with an 'a' operating environment. While Hannon does not have a defined leverage limit by asset class, consolidated leverage is managed after giving consideration to portfolio mix and an assessment of the credit, liquidity and price volatility of each investment. Fitch believes Hannon's leverage target is appropriate for the portfolio risk and ratings and expects Hannon to maintain appropriate headroom to the target to account for potential increases in mezzanine debt or common equity securities. Fitch views Hannon's liquidity position as adequate for its rating category. At the end of March 2020, the company had $173 million of balance sheet cash and equivalents. Balance sheet liquidity improved by $400 million after 1Q20, with the unsecured bond issuance in April. The company is planning to fund its investment pipeline across all asset classes within Hannon's portfolio with cash it raised during the first half of the year. The company expects to see increased investment opportunities in the renewable energy market due to the scheduled stepdown of the federal tax credit at the end of 2020. Hannon's liquidity needs for debt repayment in the near term is fairly limited as the company has no debt maturities until September 2022 when the $150 million convertible bond comes due. While Hannon generally intends to hold its balance-sheet assets as long-term investments, its unencumbered pool could be pledged or liquidated to provide additional liquidity to the company. At the end of March 2020, the company had $1.5 billion of unencumbered assets on its balance sheet consisting of high-credit quality receivables, preferred equity and mezzanine debt and equity investments. Dividend payments as a percentage of net income have been declining. Adjusting net income for the true economics of the equity-method investments, non-cash, equity-based compensation charges and other core adjustments, the dividend payout ratio declined to 79% in 1Q20 from 98% in 1Q19. Although Hannon is required to distribute at least 90% of its REIT taxable income by the U.S. federal income tax law, there are two taxable REIT subsidiaries that are subject to corporate income taxes. Hence, Hannon's required dividend distribution is less than their recent dividend payments and Fitch believes the company has the flexibility to reduce dividends and still be REIT-compliant. The Stable Outlook reflects Fitch's expectation for broadly consistent operating performance, the continuation of strong asset quality trends, the management of leverage in a manner that is consistent with the risk profile of the portfolio and further improvement in the funding profile, with the opportunistic issuance of additional unsecured debt. The one-notch uplift to the senior secured revolving recourse credit facility rating versus the IDR reflects the first-priority security interest in Hannon's assets and Fitch's expectations for above-average recovery prospects under a stressed scenario. The equalization of the unsecured debt rating with Hanon's IDR reflects the unsecured funding profile and the availability of the unencumbered asset pool, which suggests average recovery prospects for debtholders under a stressed scenario. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade include the ability to demonstrate franchise resilience in an increasingly competitive environment and through current economic conditions, the maintenance of fairly low leverage that is consistent with the risk profile of the portfolio, enhanced liquidity, and continued improvement in funding flexibility. Positive rating momentum would also be contingent on the maintenance of strong credit performance and consistent core operating performance. Factors that could, individually or collectively, lead to negative rating action/downgrade include a sustained increase in leverage above 2.5x and/or a material shift in Hannon's risk profile, including a material increase in mezzanine debt and/or equity investments along with an increase in leverage. A spike in non-accrual levels or write-down in equity investments, material deterioration in operating performance, weaker funding flexibility, including a decline in the proportion of unsecured funding, and/or weaker core earnings coverage of dividends would also be negative for ratings. The secured debt rating and unsecured debt rating are sensitive to changes in Hannon's Long-Term IDR as well as changes in the firm's secured and unsecured funding mix and collateral coverage for each class of debt. If secured debt were to meaningfully increase as a proportion of the firm's debt funding and/or unencumbered asset coverage of unsecured debt were to decline, it is possible that the applicable notching for the secured debt and unsecured debt, relative to the IDR, could begin to compress. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions 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. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Hannon has an ESG Relevance Score of 4(+) for Exposure to Social Impact. The score has a positive impact on the ratings as the shift in consumer preferences toward renewable energy will benefit the company's business model and its earnings and profitability, which is relevant to the rating in conjunction with other factors. HAT Holdings II LLC - LT IDR BB+; Affirmed - Senior unsecured; LT BB+; Affirmed Hannon Armstrong Sustainable Infrastructure Capital, Inc. - LT IDR BB+; Affirmed - Senior unsecured; LT BB+; Affirmed - Senior secured; LT BBB-; Affirmed HAT Holdings I LLC - LT IDR BB+; Affirmed - Senior unsecured; LT BB+; Affirmed HARTSHORNE HOLDINGS: David T. Reynolds Represents Miles, Stratton ----------------------------------------------------------------- In the Chapter 11 cases of Hartshorne Holdings, LLC, the law firm of David T. Reynolds, PLLC, submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing Miles Farms, LLC and Bryan Miles Stratton. Prior to and after the filings of the petitions by the Debtors, David T. Reynolds simultaneously represented the parties listed in paragraph 2, below, that are creditors or parties in interest in these cases. After the petitions were filed, the Creditors requested that David T. Reynolds represent them in these proceedings. The names and addresses of the Creditors represented by David T. Reynolds, PLLC are as follows: a. Miles Farms, LLC, 2760 Keller Road, Owensboro, Kentucky 42301. Miles Farms, LLC is a party to various executory contracts with the Debtors. b. Bryan Miles Stratton, 1669 Sulphur Springs, Adairville, Kentucky 42202. Bryan Miles Stratton is a party to various executory contracts with the Debtors. Miles Farms, LLC, has been advised of, and consents to, the representation of Bryan Miles Stratton. Bryan Miles Stratton has been advised of, and consents to, the representation of Miles Farms, LLC. David T. Reynolds, PLLC represents Miles Farms, LLC and Bryan Miles Stratton in their capacities as creditors of the Debtors or parties in interest in these cases. The undersigned does not own any interest in Miles Farms, LLC or its claims against the Debtors in the above-styled cases. The undersigned does not own any interest pertaining to Bryan Miles Stratton or his claims against the Debtors in the above- styled cases. To the extent that David T. Reynolds is authorized to act on behalf of these parties, it is as their legal representative, and not through any other instrument. The circumstances and terms and conditions of employment of David T. Reynolds by each of the foregoing are protected by the attorney-client privilege and attorney work product doctrine. David T. Reynolds submits this statement out of an abundance of caution, and nothing herein should be construed as an admission that the requirements of Bankruptcy Rule 2019 apply to David T. Reynolds' representation of the Creditors. Further, nothing contained in this statement should be construed as: (i) a limitation upon, or waiver or release of, any right, claim, cause of action, interest, defense, or remedy of any of his clients referenced herein against any of the Debtors or otherwise; or (ii) an admission with respect to any fact or legal theory. The information contained in this statement is intended only to comply with Bankruptcy Rule 2019, if and to the extent applicable, and is not intended for any other use or purpose. By David T. Reynolds filing this Statement, Creditors do not waive (1) any right to have final orders in non-core matters entered only after de novo review by a District Judge; (2) any right to trial by jury in any proceeding so triable in this case or any case, controversy or proceeding related to this case; (3) any right to have the District Court withdraw the reference in any matter subject to mandatory or discretionary withdrawal; (4) any rights against any entity or person liable for all or part of this claim, regardless of whether that entity or person is a debtor or non- debtor; or (5) any other rights, claims, actions, defenses, remedies, setoffs or recoupments to which the Creditors are or may be entitled under agreement, in law, in equity, or otherwise, all of which rights, claims, actions, defenses setoffs and recoupments the Creditors expressly reserve. David T. Reynolds reserves the right to undertake additional representations of other individuals or entities in these bankruptcy cases and does hereby reserve the right to modify or supplement this Statement as necessary. Counsel for Miles Farms, LLC and Bryan Miles Stratton can be reached at: David T. Reynolds, Esq. DAVID T. REYNOLDS, PLLC 2200 East Parrish Avenue Building C, LL104 Owensboro, KY 42303 Telephone: (270) 684-4540 E-Mail: dreynolds@reynoldswathen.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/cCoUPl About Hartshorne Holdings Hartshorne Holdings, LLC and affiliates are engaged in the production and sale of thermal coal through the operation of the Poplar Grove Mine, which is part of the Buck Creek Complex located in the Illinois Coal Basin in Western Kentucky. The Buck Creek Complex includes two mines: (i) the operating Poplar Grove Mine, and (ii) the permitted, but not constructed, Cypress Mine. On Feb. 20, 2020, Hartshorne Holdings, LLC and three affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. Ky. Lead Case No. 20-40133). Hartshorne Holdings was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. Thomas H. Fulton is the case judge. The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy counsel; Frost Brown Todd LLC as local counsel; FTI Consulting, Inc., as financial advisor; and Perella Weinberg Partners LP as investment banker. Stretto is the claims agent, maintaining the page https://cases.stretto.com/hartshorne The Office of the U.S. Trustee appointed a committee of unsecured creditors on March 10, 2020. The committee is represented by Dentons Bingham Greenebaum LLP and Whiteford Taylor Preston, LLP. HELIX TECHNOLOGIES: Receives $828K from Common Stock Sale --------------------------------------------------------- Helix Technologies, Inc. entered into subscription agreements with a total of 23 accredited investors on June 1, 2020 and June 2, 2020, pursuant to which the June Investors purchased 7,527,157 shares of the Company's common stock, par value $0.001 per share, for an aggregate purchase price of $827,987, or $0.11 per share. Previously, on May 20, 2020 and May 21, 2020, the Company entered into subscription agreements with a total of three accredited investors. Pursuant to the May Subscription Agreements, the May Investors purchased 3,636,364 shares of Common Stock, for an aggregate purchase price of $400,000, or $0.11 per share. The shares of Common Stock issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended, and are "restricted securities" as that term is defined by Rule 144 promulgated under the Securities Act. Pursuant to the provisions of the Company's Certificate of Incorporation, the issuance of shares of Common Stock to the Investors pursuant to the Subscription Agreements at a purchase price of $0.11 per share resulted in an adjustment of the conversion prices of the Company's Series A Preferred Stock, par value $0.001 per share, and the Company's Series B Preferred Stock, par value $0.001 per share, as follows: * the conversion price for the Series A Preferred Stock was decreased from $0.3253815 to $0.3110812, resulting in the number of shares of Common Stock issuable upon conversion increasing from 1,000,000 to 1,045,970; and * the conversion price for the Series B Preferred Stock was decreased from $0.3253815 to $0.3110812, resulting in the number of shares of Common Stock issuable upon conversion increasing from 13,784,201 to 14,417,856. About Helix Technologies Helix Technologies f/k/a 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. 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. 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. HERTZ CORPORATION: Willkie, Young Represent Noteholder Group ------------------------------------------------------------ In the Chapter 11 cases of The Hertz Corporation, et al., the law firms of Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing the Ad Hoc Noteholder Group. The Ad Hoc Noteholder Group issued under the following indentures: (a) that certain Indenture, dated as of October 16, 2012, relating to the 6.25% Senior Notes due 2022; (b) that certain Indenture, dated as of October 16, 2012, relating to the 5.50% Senior Notes due 2024; (c) that certain Indenture, dated as of August 1, 2019, relating to the 7.125% Senior Notes due 2026; and (d) that certain Indenture, dated as of November 25, 2019, relating to the 6.0% Senior Notes due 2028. As of June 1, 2020, members of the Ad Hoc Noteholder Group and their disclosable economic interests are: 683 Capital Management 3 Columbus Circle, Suite 2205 New York, NY 10019 * 2026 Notes: $10,000,000 * 2028 Notes: $28,005,000 Aegon Asset Management 227 W Monroe, Suite 6000 Chicago, IL 60606 * 2022 Notes: $11,000,000 * 2024 Notes: $45,388,000 * 2028 Notes: $32,578,000 Alliance Bernstein AllianceBernstein L.P. 1345 Avenue of the Americas New York, NY 10105 * 2022 Notes: $14,038,000 * 2024 Notes: $61,638,000 * 2026 Notes: $19,984,000 * 2028 Notes: $37,085,000 Bank of America One Bryant Park New York, NY 10036 * 2022 Notes: $2,275,000 * 2024 Notes: $8,068,000 * 2026 Notes: $20,090,000 * 2028 Notes: $21,120,000 Columbia Management Investment Advisers, LLC 707 2nd Ave. S. Minneapolis, MN 55402 * 2024 Notes: $25,000,000 * 2026 Notes: $33,000,000 * 2028 Notes: $70,000,000 D.E. Shaw Galvanic Portfolios, L.L.C. 1166 Avenue of the Americas, 9th Floor New York, NY 10036 * 2022 Notes: $20,000,000 * 2024 Notes: $3,000,000 * 2026 Notes: $42,156,000 * 2028 Notes: $124,474,000 Fir Tree Partners 55 West 46th Street, 29th Floor New York, NY 10036 * 2026 Notes: $1,500,000 * 2028 Notes: $3,500,000 Invesco 1555 Peachtree St. NE Atlanta, GA 30309 * 2022 Notes: $423,000 * 2024 Notes: $700,000 * 2026 Notes: $5,003,000 JP Morgan Asset Management 1 E. Ohio St., 6th Floor Indianapolis, IN 46204 * 2022 Notes: $10,500,000 * 2024 Notes: $142,100,000 * 2026 Notes: $82,200,000 * 2028 Notes: $86,900,000 Nomura Corporate Research and Asset Management Inc. 309 W. 49th St. New York, NY 10019 * 2024 Notes: $4,000,000 * 2026 Notes: $43,000,000 * 2028 Notes: $47,000,000 The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 * 2022 Notes: $7,431,000 * 2024 Notes: $350,000 * 2026 Notes: $9,750,000 * 2028 Notes: $33,450,000 TD Asset Management TD Canada Trust Tower, 161 Bay Street, 33rd Floor Toronto, Ontario, M5J 2T2 * 2022 Notes: $4,400,000 * 2024 Notes: $8,904,000 * 2026 Notes: $2,000,000 Zinnia Perch, L.L.C. 299 Park Ave #40 New York, NY 10171 * 2022 Notes: $8,000,000 * 2024 Notes: $5,000,000 * 2026 Notes: $11,000,000 * 2028 Notes: $1,000,000 On or around May 4, 2020, the Ad Hoc Noteholder Group retained Willkie to represent them in connection with the Debtors' restructuring. On or around May 26, 2020, the Ad Hoc Noteholder Group retained Young Conaway, soon after the Debtors' bankruptcy filing in Delaware. Counsel represents only the Ad Hoc Noteholder Group in connection with these chapter 11 cases. Each member of the Ad Hoc Noteholder Group is aware of, and has consented to, Counsel's "group representation" of the Ad Hoc Noteholder Group. No member of the Ad Hoc Noteholder Group represents or purports to represent any other entities in connection with these chapter 11 cases. Nothing contained in this Verified Statement or Exhibit A should be construed as a limitation upon, or waiver of, any rights of any member of the Ad Hoc Noteholder Group. The information contained herein is intended only to comply with Bankruptcy Rule 2019 and not for any other purpose. Counsel does not make any representation regarding the validity, amount, allowance, or priority of such economic interests and reserves all rights with respect thereto. Upon information and informed belief after due inquiry, Counsel does not hold any claim against, or interest in, the Debtors or their estates. Counsel to the Ad Hoc Ad Hoc Noteholder Group can be reached at: WILLKIE FARR & GALLAGHER LLP Rachel C. Strickland, Esq. Daniel I. Forman, Esq. Agustina G. Berro, Esq. 787 Seventh Avenue New York, NY 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Email: rstrickland@willkie.com dforman@willkie.com aberro@willkie.com - and - YOUNG CONAWAY STARGATT & TAYLOR LLP Edmon L. Morton, Esq. Matthew B. Lunn, Esq. Joseph M. Mulvihill, Esq. Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: emorton@ycst.com mlunn@ycst.com jmulvihill@ycst.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/9KiQzs and https://is.gd/A6bkbj About Hertz Corp. Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz HI DEF MACHINING: Seeks to Hire Guilfoyle Law Office as Counsel --------------------------------------------------------------- Hi Def Machining, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Guilfoyle Law Office, LLP as its legal counsel. Guilfoyle Law Office will render the following services to the Debtor: (a) give legal advice with respect to Debtor's powers and duties as debtor-in-possession in the continued operations of their business and management of their assets; (b) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor is involved, if any, and objecting to claims filed against the Debtor's estate; (c) prepare on behalf of the Debtor all necessary motions, answers, orders, reports and other legal papers in connection with the administration of the Debtor's estate herein; and (d) perform any and all other legal services for the Debtor in connection with this chapter 11 case and the formulation and implementation of the Debtor's chapter 11 plan. Guilfoyle Law Office, LLP is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: James F. Guilfoyle, Esq. Guilfoyle Law Office, LLP 229 West Spring Street New Albany, IN 47150 Telephone: (502) 208-9704 Email: james@guilfoylebankruptcy.com About Hi Def Machining Hi Def Machining, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 20-90573) on May 15, 2020, listing under $1 million in both assets and liabilities. The petition was signed by Sean Alderman, Debtor's chief executive officer (CEO). Judge Andrea K. Mccord oversees the case. Guilfoyle Law Office, LLP is Debtor's legal counsel. HOOD LANDSCAPE: Bidding Deadline for Assets Closes June 30 ---------------------------------------------------------- Hood Landscape and Garden Products, Inc., mulch production and bagging operation in Valdosta, GA, is going up for auction by order of the United States Bankruptcy Court. Hood acquired the facility as their third bagging plant from ABS Greenworld, Inc. Several business setbacks resulted in the company filing for Chapter 11 Bankruptcy protection in November of 2019. The facility is located on a 50-acre industrial site just south of Valdosta and consists of a state-of-the-art mixing and bagging line with ample production and storage space. Mark Manley, President of Weeks Auction Group, sells the facility as "a turn-key business opportunity with everything necessary to turn bulk raw mulch material into fully-packaged mulch products for the retail market." Being sold as a going concern, the sale will include: -- 111,990 sq ft production area -- 29,240 sq ft warehouse space -- 2,500 sq ft office space -- 2,580 sq ft repair shop -- Loading docks (conveniently located to I-75) -- Fully automated mixing and bagging line -- Blending, processing and bagging equipment included "40 years ago, when Leon Hood was getting started in the timber business, he quickly saw the need to maximize his return by creating a saleable material made from the byproducts of his timber and sawmill operations. Mr. Hood's vision resulted in this mulching business as a way to turn waste pine, hardwood and cypress bark into a serious money-making operation. Buyers can expect a top-of-the-line setup," says Mr. Manley. Hood Landscape and Garden Products, Inc. has marketed a variety of landscape products to retail locations under the Robin Hood brand. Thomas Lovett, of Kelley, Lovett, Blakely & Sanders, P.C., the bankruptcy firm representing Hood, states that "the liquidation of the Valdosta plant is a requirement of this bankruptcy case. Weeks Auction Group has set the opening bid at $1 million. However, with an estimated cost to build a similar facility considerably higher, the auction is expected to attract multiple bidders." Mr. Manley reports that "several potential buyers have already expressed strong interest," and he expects the property could sell in the $2 - $3 million range. The auction will open for online-only bidding on June 16. Bidding closes June 30, 2020. Interested buyers can find all additional auction details, including what is required to bid, by visiting the Weeks Auction Group Upcoming Auctions page. Weeks Auction Group has been bringing buyers and sellers together through auctions for over 60 years. Though they specialize in real estate and high-value business auctions, they have expertise in selling all forms of property and assets, both commercial and personal. For more information, visit WeeksAuctionGroup.com or contact Forrest Horne at 240821@email4pr.com. For general inquiries, call the Weeks Auction Group office at (229) 890 2437. About Hood Landscape & Garden Products Hood Landscape & Garden Products, Inc. owns and operates a landscaping equipment and supply store. Hood Landscape and its affiliate Hood Farms, Inc. sought Chapter 11 protection (Bankr. M.D. Ga. Case Nos. 19-71344 and 19-71345) on Nov. 4, 2019. At the time of the filing, Hood Landscape disclosed assets of between $1 million and $10 million and liabilities of the same range. Hood Farms had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge John T. Laney III oversees the cases. Thomas D. Lovett, Esq., at Kelley, Lovett, Blakey & Sanders, P.C., is Debtors' legal counsel. HUBBARD RADIO: S&P Affirms 'B-' ICR; Outlook Negative ----------------------------------------------------- S&P Global Ratings affirmed the 'B-' issuer credit rating on Hubbard Radio LLC and removed its ratings from CreditWatch, where the rating agency placed them with negative implications on April 23, 2020. The outlook is negative. Hubbard's amendment to its credit agreement has significantly reduced the risk of a covenant breach over the next 12 months. The company secured an amendment that will replace EBITDA from the second and third quarter of 2020 with EBITDA from the second and third quarters of 2019 for the purposes of its covenant calculation, with minimal impact to its interest burden. The amendment introduces an additional temporary covenant that requires the company to maintain at least $5 million of cash on the balance sheet through Sept. 30, 2021, but also requires the family-owned parent company to commit up to $15 million of equity to potentially cure any breach of the minimum liquidity covenant. S&P expects the steepest declines in advertising spending to occur in the second and third quarters of 2020 before there is a modest improvement in the fourth quarter. Even if the company has a roughly 50% year-over-year decline in fourth quarter EBITDA, S&P expects it will be able to maintain compliance with its covenants. However, the consolidated leverage covenant will continue to step down from 6.25x as of March 31, 2020, to 6x on March 31, 2021, and by another 0.25x every year until 2023. If advertising revenue does not recover to 85%-90% of 2019 levels in 2021, the company's EBITDA cushion of compliance with its covenants could still become thin despite the current amendment. S&P still expects the decline in advertising revenue to cause Hubbard's leverage to spike in 2020 and remain elevated in 2021 and beyond. S&P expects the decline in radio advertising revenue stemming from the effects of the coronavirus to cause its leverage to spike above 9x in 2020 and remain above 5x in 2021. While S&P believes Hubbard has some ability to reduce costs, this will likely be insufficient to offset the material decline in its revenue. Nonetheless, S&P expects the company to generate positive cash flow through the downturn and return to generating a discretionary cash flow-to-debt ratio of roughly 10% in 2021. The rating agency also notes that the company has no upcoming debt maturities until 2023. The negative outlook reflects the potential that steeper-than-expected declines or a delayed recovery in radio advertising could cause Hubbard's cash flow to remain depressed through 2021. S&P could lower the rating if declines in radio advertising are more severe than the rating agency expects in its base case or if there is a delayed recovery in radio advertising, causing free operating cash flow (FOCF) to debt to remain below 5%in 2021 and beyond. This would diminish Hubbard's liquidity position and hinder its ability to maintain compliance with its leverage covenant and reduce leverage back below 5x. S&P could revise the outlook to stable if broadcast advertising shows sequential growth and the company returns to generating free operating cash flow (FOCF) to debt of roughly 10%. A revision to stable would also require an expectation that the company will use that cash flow primarily to repay debt and will be able to reduce leverage back below 5x by the end of 2021. IDEANOMICS INC: Board Approves Reduction of Debt Conversion Price ----------------------------------------------------------------- The audit committee and the board of directors of Ideanomics, Inc., approved reducing the conversion price of the following debt to $0.59 per share in an effort to reduce the currently outstanding debt of the Company, contingent upon the immediate conversion of all such debt at $0.59 per share: (i) promissory note in the amount of $1,502,300, inclusive of outstanding interest, held by Sun Seven Stars Investment Group Limited, an affiliate of Mr. Bruno Wu, now convertible into 2,546,271 shares of common stock at $0.59 per share; (ii) advances to the Company in the amount of $1,585,900 made by affiliates of Mr. Bruno Wu, now convertible into 2,687,966 shares of common stock at $0.59 per share; and (iii) promissory note in the amount of $3,000,000, inclusive of outstanding interest, held by Mr. Shane McMahon now convertible into 5,084,746 shares of common stock at $0.59 per share. Mr. Wu is the executive chairman of the Company and Mr. McMahon is a member of the Board. About Ideanomics Ideanomics -- http://www.ideanomics.com/-- is a global company focused on facilitating the adoption of commercial electric vehicles and developing next generation financial services and Fintech products. Its electric vehicle division, Mobile Energy Global (MEG) provides financial services and incentives for commercial fleet operators, including group purchasing discounts and battery buy-back programs, in order to acquire large-scale customers with energy needs which are monetized through pre-paid electricity and EV charging offerings. Ideanomics Capital includes DBOT ATS and Intelligenta which provide innovative financial services solutions powered by AI and blockchain. MEG and Ideanomics Capital provide their global customers and partners with better efficiencies and technologies and greater access to global markets. The company is headquartered in New York, NY, and has offices in Beijing, China. Ideanomics reported a net loss attributable to common stockholders of $97.66 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $28.42 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $114.94 million in total assets, $61.06 million in total liabilities, $1.26 million in series A Convertible redeemable preferred stock, $7.15 million in redeemable non-controlling interest, and $45.47 million in total equity. B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 16, 2020 citing that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. IMPACT GLASS: June 17 Hearing on Disclosures and Plan Set --------------------------------------------------------- Judge Scott M. Grossman has ordered that the hearing on approval of Disclosure Statement and confirmation of the Plan filed by Impact Glass Services, LLC will be on June 17, 2020 at 1:30 p.m. in United States Bankruptcy Court 299 East Broward Blvd., Room 308 Ft. Lauderdale, FL 33301. The deadline for objections to claims will be on June 3, 2020. The deadline for filing ballots accepting or rejecting Plan will be on June 8, 2020. The deadline for objections to confirmation of the Plan will be on June 12, 2020. The deadline for objections to approval of the Disclosure Statement will be on June 12, 2020. About Impact Glass Services Impact Glass Services, LLC -- https://www.impactglassmiami.com/ -- specializes in commercial and residential glass services. It has been serving the glass needs for homeowners, condo associations, property managers, business owners and high-end construction companies of South Florida since 2009. Impact Glass Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-22046) on Sept. 9, 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. Judge John K. Olson oversees the case. The Debtor is represented by the Law Offices of Richard R. Robles, P.A. IN MARKETING: Unsecureds to Recover 27% to 34% of Claims -------------------------------------------------------- The Court will convene a hearing to determine whether to confirm Inmarketing Group, Inc.'s Plan will take place on June 23, 2020 at 11:00 a.m. (prevailing Eastern Time) in Courtroom 3A of the United States Bankruptcy Court for the District of New Jersey, Martin Luther King, Jr. Federal Building, 50 Walnut Street, Newark, New Jersey, 07102. The balloting agent must actually receive ballots on or before 11:59 p.m. (prevailing Eastern Time) on June 16, 2020. Any objection to confirmation of the Plan must be filed and served on or before June 16, 2020 at 12:00 p.m. (prevailing Eastern Time). The Plan proposes to treat claims as follows: * Class 3 Crown Credit Secured Claims totaling $10,300 are projected to recover 100%. Upon the Effective Date, the WAV shall be deemed surrendered to Crown Credit in full satisfaction and discharge of the Crown Credit Secured Claim. * Class 4 General Unsecured Claims totaling $3,513,000 to $3,743,000 are impaired and projected to recover 27% to 34%. Each Holder of an Allowed Class 4 Claim will receive from the Litigation Trust, its pro rata share in cash of the Litigation Trust Assets. * Class 5 Equity Interests are impaired. In exchange for the Equity Contribution, the Holders of Equity Interests will receive and retain their Equity Interests in the Reorganized Debtor to the same extent held in the Debtor prior to the Effective Date. After the receipt of each semi-annual payment from the GUC Distribution Fund, or the payment of the GUC Buyout Amount as described in Article IX(A) below, and in accordance with the Litigation Trust Agreement, the Litigation Trustee shall make Distributions to Holders of Allowed Class 4 Claims pursuant to the Plan at a time and in an amount that shall be determined by the Litigation Trustee in his sole discretion. The transfer of the Litigation Trust Assets to the Litigation Trust will be made for the benefit of the Holders of General Unsecured Claims, which are all classified as a Class 4 Claim. Upon transfer of the Litigation Trust Assets, the Debtor and the Reorganized Debtor will have no interest in or with respect to the Litigation Trust Assets or the Litigation Trust. A full-text copy of the Disclosure Statement dated May 13, 2020, is available at https://tinyurl.com/y8ja2bfv from PacerMonitor.com at no charge. Counsel for the Debtor: Eric J. Snyder, Esq. (admitted pro hac vice) Eloy A. Peral, Esq. (admitted pro hac vice) WILK AUSLANDER LLP 1515 Broadway, 43rd Floor New York, New York 10036 Telephone: (212) 981-2300 E-mail: esnyder@wilkauslander.com eperal@wilkauslander.com Co-Counsel for the Debtor: John P. Di Iorio, Esq. SHAPIRO, CROLAND, REISER, APFEL & DI IORIO LLP 411 Hackensack Avenue Hackensack, New Jersey 07601 Telephone: (201) 897-2411 E-mail: jdiiorio@shapiro-croland.com About IN Marketing Group IN Marketing Group -- http://www.inmarketinggroup.com/-- is an advertising agency that helps companies grow by providing corporate gifts and customized incentive programs to their clients. It helps businesses penetrate new markets, reward their loyal customers and upsell to existing clients while retaining their top sales performers. IN Marketing Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-25754) on Aug. 14, 2019. In the petition signed by Alan Traiger, president, the Debtor disclosed $2,206,521 in assets and $4,513,541 in liabilities. The case is assigned to Judge Stacey L. Meisel. The Debtor is represented by Shapiro Croland Reiser Apfel & Di Iorio, LLP and Wilk Auslander LLP. The Office of the U.S. Trustee appointed a committee of unsecured creditors in the Debtor's bankruptcy case. INSEEGO CORP: Has $18.2-Mil. Net Loss for Quarter Ended March 31 ---------------------------------------------------------------- Inseego Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $18,166,000 on $56,840,000 of total net revenues for the three months ended March 31, 2020, compared to a net loss of $7,471,000 on $48,556,000 of total net revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $173,341,000, total liabilities of $145,538,000, and $27,803,000 in total stockholders' equity. Chief Executive Officer Dan Mondor and Chief Financial Officer Stephen Smith stated, "The Company's management does not believe that its current cash and cash equivalents, together with anticipated cash flows from operations, will be sufficient to meet its working capital needs, including any required repayment of the Credit Agreement, without additional sources of cash. These circumstances, unless mitigated, raise substantial doubt about the Company's ability to continue as a going concern. The Company's plan to mitigate the substantial doubt as to its ability to continue as a going concern is through the restructuring of its existing debt or issuance of additional debt or equity securities." A copy of the Form 10-Q is available at: https://is.gd/RbmMFa Inseego Corp. engages in the design and development of mobile, Internet of Things (IoT), and cloud solutions for large enterprise verticals, service providers, and small and medium-sized businesses worldwide. The company has a strategic partnership with Sprint Corporation to deliver IoT solutions for aviation, transportation, logistics, and manufacturing industry verticals. Inseego Corp. was founded in 1996 and is headquartered in San Diego, California. INVESTVIEW INC: DBR Capital Has 5% Stake as of May 27 ----------------------------------------------------- DBR Capital, LLC disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of May 27, 2020, it beneficially owns 159,090,909 shares of common stock of Investview, Inc., which represents 5 percent of the shares outstanding. This percentage was calculated based upon 3,013,490,408 shares of Common Stock outstanding as disclosed in Amendment No. 1 to the Issuer's Registration Statement on Form S-1, filed with the SEC on March 3, 2020. On May 27, 2020, DBR Capital purchased a $700,000 Convertible Secured Promissory Note of the Issuer pursuant to a Securities Purchase Agreement, dated April 27, 2020, by and among the Issuer and DBR Capital. DBR Capital previously purchased a $1,300,000 Convertible Secured Promissory Note of the Issuer pursuant to the Purchase Agreement on April 27, 2020. The Notes are convertible from time to time, at the option of the holder thereof or, if certain conditions are met, the Issuer, into a number of shares of Common Stock, equal to the Conversion Amount divided by the applicable Conversion Price. "Conversion Amount" means the sum of (1) the principal amount of the Notes to be converted in the conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in the Notes on the date of conversion, plus (3) default interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2). "Conversion Price" initially equals $0.012571428571429 per share of Common Stock and is subject to adjustment as set forth in the Notes. A full-text copy of the regulatory filing is available for free at the Securities and Exchange Commission's website at: https://is.gd/gtj1uI About Investview Headquartered in Salt Lake City, Utah, Investview, Inc. owns a number of companies that each operate independently, but are accretive to one another. The Company is establishing a portfolio of wholly owned subsidiaries delivering leading-edge technologies, services, and research dedicated primarily to the individual consumer. Through its wholly owned subsidiaries, Investview provides affordable access to financial education, current market research, and cutting-edge technology that enables individuals to increase and cultivate their own financial resources, enjoy life, and plan for the future. The services include basic financial educational, expense and debt reduction tools, research, newsletter alerts, and live education rooms that include instruction on the subjects of equities, options, Forex, ETFs, binary options, crowdfunding, and the emerging cryptocurrency market. Investview reported a net loss attributable to the company's stockholders of $5.01 million for the year ended March 31, 2019, compared to a net loss attributable to the company's stockholders of $14.91 million for the year ended March 31, 2018. As of Dec. 31, 2019, the Company had $11.41 million in total assets, $17.46 million in total liabilities, and a total stockholders' deficit of $6.06 million. Haynie & Company, in Salt Lake City, Utah, the Company's auditor, issued a "going concern" qualification in its report dated June 28, 2019, citing that the Company has suffered losses from operations and its current cash flow is not enough to meet current needs. This raises substantial doubt about the Company's ability to continue as a going concern. JEFFERSON CENTER: Moody's Rates $17.4MM Series 2020A-2 Bonds 'Ba2' ------------------------------------------------------------------ Moody's Investors Service has assigned a Ba2 rating to Jefferson Center Metropolitan District No. 1, CO's $17.4 million Special Revenue Bonds, Series 2020A-2. Concurrently, Moody's has assigned an issuer rating of Ba1, which reflects an assessment of the district's hypothetical general obligation unlimited tax rating. The outlook is stable. RATINGS RATIONALE The Ba1 issuer rating considers the district's relatively small tax base (including the value associated with the Northwest Arvada Urban Renewal District) which is highly concentrated in industrial and commercial property, and has exhibited volatility in the past. The rating further considers a significantly elevated senior debt burden and very high overall leverage when taking into account all liens of debt, offset somewhat by ample reserves to support senior debt service, as required in the bond documents. Finally considered is the favorable location in the western Denver metro area, which is benefitting from an ongoing trend of significant new construction, as well as above average resident wealth and incomes. The general obligation limited tax rating of Ba2 considers the credit characteristics of the issuer, but is one notch lower than the issuer rating reflecting the narrow debt service coverage under the mill levy cap. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The coronavirus crisis is not a key driver for this rating action. Moody's does not see any material immediate credit risks for the district, even in the event of declining commercial property assessed values over the next several years due to the pandemic. The district exhibits adequate debt service coverage in the next few years assuming a moderate AV decline, as well as strong reserves. However, the situation surrounding Coronavirus is rapidly evolving and the longer term impact will depend on both the severity and duration of the crisis. If its view of the credit quality of the district changes, Moody's will update the rating and/or outlook at that time. RATING OUTLOOK The stable outlook reflects the expectation that debt service coverage will remain adequate over the next several years, despite expected AV volatility or modest declines resulting from the pandemic, as well as varying energy demand from the power plant within the district. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS - Significant growth and diversification of the tax base - Significant decrease in the senior debt burden - Material increases in operating reserves - Increased MADS coverage (GOLT) - Upgrade of the issuer rating (GOLT) FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Tax base contraction, closure of the power plant - Further increase to the senior debt burden - Decline in operating reserves, draws on the senior reserve fund - Decreased MADS coverage below sum sufficient (GOLT) - Downgrade of the issuer rating (GOLT) LEGAL SECURITY The 2020A-2 bonds have a senior lien on pledged revenues, and are on parity with the 2020A-1 loan, which was privately placed and not rated. The revenues pledged to the senior obligations consist of property taxes, derived from a limited property tax levy, tax increment revenues derived from the the Northwest Urban Renewal District, and PILOT revenue. The 2020A-2 bonds are additionally secured by a debt service reserve fund equal to maximum annual debt service. The bond documents require that deposits to fund the senior loan and bonds, respectively, equates to the full calendar year payments and replenishment of the senior reserve funds, before any excess revenues may flow to the subordinate and junior subordinate liens. USE OF PROCEEDS Proceeds of the bonds will refund certain outstanding maturities of the district for economic savings. PROFILE Jefferson Center Metropolitan District No. 1 was established in 1989, and is located in Arvada, CO at the base of the Rocky Mountains, within the Denver metro area. The district was created to fund public infrastructure needed to develop property within its boundaries. The district contains 3,612 acres. METHODOLOGY The principal methodology used in these ratings was US Local Government General Obligation Debt published in September 2019. K3D PROPERTY: Committee Taps Arthur C. Grisham as Counsel --------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 case of K3D Property Services, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ the Law Office of Arthur C. Grisham, Jr. as its legal counsel. Arthur C. Grisham will render the following legal services to the committee in connection with Debtor's Chapter 11 case: (a) consult with the Debtor's professionals or representatives concerning the administration of the case; (b) prepare and review pleadings, motions, and correspondence; (c) appear at and be involved in proceedings before this Court; (d) provide legal counsel to the committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's businesses, and any other matters relevant to the case; (e) analyze the Debtor's proposed use of cash collateral and debtor-in-possession financing; (f) advise the committee with respect to its rights, duties and powers in the case; (g) assist the committee in analyzing the claims of the Debtor's creditors and in negotiating with such creditors; (h) assist the committee in its analysis of and negotiations with the Debtor or any third party concerning matters related to, among other things, the terms of a sale, plan of reorganization or other conclusion of the case; (i) assist and advise the committee as to its communications to the general creditor body regarding significant matters in the case; and (j) assist the committee in determining a course of action that best serves the interests of the unsecured creditors. The firm will charge $350 per hour. Arthur Grisham, Jr., Esq., disclosed in court filings that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Arthur C. Grisham, Jr., Esq. Law Office of Arthur C. Grisham, Jr. 7151 Lee Highway, Suite 300 Chattanooga, TN 37421 Telephone: (423) 777-4346 Facsimile: (423) 713-7774 Email: art@grisham-atty.com About K3D Property Services K3D Property Services, LLC offers a variety of services, including home remodeling, basement finishing, drywall installation and finishing, tile installation, carpet installation, wall framing, bathroom remodeling, kitchen remodeling, deck installation and maintenance, interior and exterior painting, commercial painting, wallpaper and popcorn ceiling removal, deck staining, concrete floor coatings, and metal roof painting. K3D Property Services filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 19-15361) on Dec. 23, 2019. The petition was signed by Kenneth Morris, its managing member. At the time of the filing, the Debtor had estimated $1 million to $10 million in both assets and liabilities. Judge Shelley D. Rucker oversees the case. The Debtor tapped Farinash & Stofan and The Fox Law Corporation, Inc. as bankruptcy counsel; The Law Offices of Stephan Wright PLLC as special counsel; Lucove, Say & Co. as accountant; and Pointe Commercial Real Estate, LLC as real estate broker. KADMON HOLDINGS: Needs More Capital to Continue as Going Concern ---------------------------------------------------------------- Kadmon Holdings, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $29,297,000 on $6,735,000 of total revenue for the three months ended March 31, 2020, compared to a net income of $3,592,000 on $241,000 of total revenue for the same period in 2019. At March 31, 2020, the Company had total assets of $181,777,000, total liabilities of $43,011,000, and $138,766,000 in total stockholders' equity. Kadmon Holdings said, "The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has been dependent on funding operations through the issuance of debt and sale of equity securities. Since inception, the Company has experienced significant losses and incurred negative cash flows from operations. The Company expects to incur further losses over the next several years as it develops its business. The Company has spent, and expects to continue to spend, a substantial amount of funds in connection with implementing its business strategy, including its planned product development efforts, preparation for its planned clinical trials, performance of clinical trials and its research and discovery efforts. "The Company's cash and cash equivalents are expected to enable the Company to advance its ongoing clinical studies for KD025, advance certain of its other pipeline product candidates, including KD033 and KD045, and provide for other working capital purposes. Cash and cash equivalents will not be sufficient to enable the Company to meet its long-term expected plans, including commercialization of clinical pipeline products, if approved, or initiation or completion of future registrational studies. Additionally, the outlook for the spread and eventual containment of the COVID-19 pandemic remains unpredictable, as does its potential impact on the economy (domestically and globally) and the biotechnology industry in particular. The COVID-19 pandemic has had a negative near-term impact on capital markets and may impact the Company's ability to access capital. "The Company has no current commitments for additional financing and may not be successful in its efforts to raise additional funds or achieve profitable operations, and there can be no assurance that additional financing will be available to the Company on commercially acceptable terms or at all. Any amounts raised will be used for further development of the Company's product candidates, for marketing and promotion, to secure additional property and equipment and for other working capital purposes. "If the Company is unable to obtain additional capital (which is not assured at this time), its long-term business plan may not be accomplished and the Company may be forced to curtail or cease operations. These factors individually and collectively raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/tl7pga Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com/ -- is a clinical-stage biopharmaceutical company that discovers, develops and delivers transformative therapies for unmet medical needs. The Company's clinical pipeline includes treatments for immune and fibrotic diseases as well as immuno-oncology therapies. KADMON HOLDINGS: Plans to Sell $300 Million Worth of Securities --------------------------------------------------------------- Kadmon Holdings, Inc. filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offer and sale, from time to time, of common stock, preferred stock, debt securities, warrants, purchase contracts or units, or any combination of these securities. The Company may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. The names of any underwriters, dealers or agents that are included in a sale of securities, and any applicable commissions or discounts, will be stated in a supplement to this prospectus. Specific amounts and terms of these securities will be provided in supplements to this prospectus. The aggregate initial offering price of all securities sold by the Company will not exceed $300,000,000. Each time the Company offers and sells securities, it will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. Kadmon Holdings' common stock is listed on the New York Stock Exchange under the symbol "KDMN". On June 1, 2020, the last sale price of its common stock as reported on the NYSE was $4.56 per share. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/07sKOy About Kadmon Holdings Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com -- is a clinical-stage biopharmaceutical company that discovers, develops and delivers transformative therapies for unmet medical needs. The Company's clinical pipeline includes treatments for immune and fibrotic diseases as well as immuno-oncology therapies. Kadmon Holdings recorded a net loss attributable to common stockholders of $63.43 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $56.26 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $181.78 million in total assets, $43.01 million in total liabilities, and $138.77 million in total stockholders' equity. BDO USA, LLP, in New York, New York, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 5, 2020, citing that the Company has incurred recurring losses from operations and expects such losses to continue in the future. These factors raise substantial doubt about the Company's ability to continue as a going concern. KADMON HOLDINGS: Registers 13.4M Shares Under Equity Plans ---------------------------------------------------------- Kadmon Holdings, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission for the purpose of registering additional 13,436,600 shares of its Common Stock issuable under the Company's Amended and Restated 2016 Equity Incentive Plan and Amended and Restated 2016 Employee Stock Purchase Plan. A full-text copy of the regulatory filing is available for free at the SEC's website at: https://is.gd/WLwoUh About Kadmon Holdings Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com/ -- is a clinical-stage biopharmaceutical company that discovers, develops and delivers transformative therapies for unmet medical needs. The Company's clinical pipeline includes treatments for immune and fibrotic diseases as well as immuno-oncology therapies. Kadmon Holdings recorded a net loss attributable to common stockholders of $63.43 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $56.26 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $181.78 million in total assets, $43.01 million in total liabilities, and $138.77 million in total stockholders' equity. BDO USA, LLP, in New York, New York, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 5, 2020, citing that the Company has incurred recurring losses from operations and expects such losses to continue in the future. These factors raise substantial doubt about the Company's ability to continue as a going concern. KATANGIAN VAIL: Ramzer Buying Montebello Property for $2.48M ------------------------------------------------------------ Katangian Vail Avenue Property Investments, LLC, asks the U.S. Bankruptcy Court for the Central District of California to authorize the private sale of the real property located at 724 S. Vail Ave., Montebello, California, APN 6353-002-004, outside the ordinary course of business and free and clear of liens and encumbrances, to Ramzer #3 for $2,477,999. The sale of the Property will result in payoff of the first deed of trust, and many of the various tax liens all liens on the Property, and costs of sale, etc. The proposed sale is for less than the full appraised value, however, the terms of the sale require the purchase of another nearby property owned by 1141 South Taylor Avenue, LLC, another entity whose members are the same as the Debtor's and is also in a chapter 11 bankruptcy as case number 8:20-bk-11154-TA. Taylor LLC is filing a separate Motion for an Order Approving the sale of the Taylor Property. Thus, the Buyer is also purchasing a parcel of real property which is located at 1141 S. Taylor Ave, Montebello, CA 90640 ("Taylor Property"). The members of the owner and seller Taylor LLC are the same individuals who are the members of Debtor. The properties being sold are 1) the Property which is comprised of approximately 49,732 sq. ft. of land with a small office building of 1,665 sq. ft.; and 2) the Taylor Property which is property of the bankruptcy estate in the Taylor Case. The Buyer has allocated a lesser price than the market value for the purchase of the Property and more than market price to the purchase of the Taylor Property. The purchase price for both properties combined is $3.4 million with $2,477,999 for the Property and $922,001 for the Taylor Property. Both properties are currently being used by Key Disposal & Recycling, Inc., a company whose shareholders are the same as the members of these two Debtors, for offices and a truck terminal. The Buyer has conditioned the purchase on a lease of the two properties with Key D & R which will enhance the value of the investment without the additional expenses of leasing them. The sale will be pursuant to the terms contained in the attached fully executed AIRCR Standard Offer, Agreement & Escrow Instructions for Purchase of Real Estate (non-residential) fully executed on March 4, 2020, between the parties and the required disclosures which comprises a sale of the Property to Buyer for $2,477,999. As mentioned, the Buyer also executed a similar agreement for the purchase of the Taylor Property for $922,001 the same day. A key condition of the Purchase Agreement requires the purchase and sale of both properties. The terms of the sale include, without limitation, the following: a. The purchase price of $2,477,999 for the Property which is inclusive of commissions and administrative fees and payable by initial deposit of $74,000 which has been placed into escrow at Seright Escrow, and the balance of the purchase price due before the closing date of escrow and the purchase price of $922,001 for the Taylor Property is also inclusive of commissions and administrative fees and payable by initial deposit of $27,000 which has been placed into escrow at Seright Escrow and the balance of the purchase price due before the closing date of escrow; b. Escrow for the sale of both properties will close within 15 days after approval of the sales by the bankruptcy court; c. The two properties are being sold on an "as is” “where is" basis, without any representations or warranties, except that Debtor has conducted environmental testing and obtained Environmental Reports and discovered the Property requires Phase I remediation and the Taylor Property requires Phase II remediation with the total cost approximately $17,300.00 for both properties. At the option of the Buyer, the Debtor will either provide a credit to the Buyer for the cost of remediation on both properties or, if the Buyer choses to lease the properties to Key R & D will do pay for the work at its expense; d. The Buyer warrants its financial resources are as represented; e. In the event the sale is not consummated, the sole remedy of the Buyer will be the full refund of any money deposited or credited towards the purchase of the Property. f. The sale is subject to overbids; the Debtor will seek to sell the Property subject to the Overbid Procedures. Any person or entity desiring to submit an overbid for the purchase of the estate's interest in the Property and the Taylor Property will advise the Debtor's bankruptcy counsel of his, her or its intent to bid on the Property and the amount of the overbid, which must be at least a total of $3.42 million (i.e., the current sales price of both properties plus a $20,000 minimum overbid), cash or certified check payable to the Debtor, by no later than 5:00 p.m. (PST), on the business day that is at least two days prior to the hearing on the Motion. In its absolute sole discretion, the Debtor or its counsel will have the right to accept an Overbid at any time after the Overbid Deadline. The Overbidder must accept and agree to a sale that contains a purchase price of at least the minimum overbid and terms and conditions that are the same as, or not less favorable to the estate than, the terms stated in the Purchase Agreement between Debtor and the Buyer and Buyer and Taylor LLC. Any Overbidder will submit to the Debtor's bankruptcy counsel: (a) a cashier's checks made payable to Katangian Vail Avenue Property Investments, LLC, in the amount of at least $74,000 to serve as a deposit towards the purchase price of the Property; (b) a cashier’s check made payable to 1141 South Taylor Avenue, LLC in the amount of at least $27,000 to serve as a deposit towards the purchase price of the Taylor Property; and (c) evidence that the Overbidder has the financial wherewithal to close the contemplated sales. The Deposit and evidence of financial wherewithal must be delivered so that these items are received by both the Debtors' counsel no later than the Overbid Deadline. In its sole and absolute discretion, Debtors or their counsel will have the right to accept these items at anytime after the Overbid Deadline. In the event of any Overbid, the $74,000 and $27,000 initial deposits tendered by the Buyer will be refunded as well as any other deposits by other potential overbidders upon close of escrow. Subject to Court approval, the Debtors recommend that the first overbid be in the amount of $20,000. The Debtors recommend that thereafter overbids will be made in minimal increments of $2,000 such that the next highest minimum overbid at any auction will be an amount no less than $3.422 million. All due diligence is to be completed prior to the hearing on the Motion, as the sale is an "as is, where is basis," with no warranties, representations, recourse or contingencies of any kind whatsoever. The Winning Bidder's Deposit will be applied towards the total and final purchase price. The Winning Bidder must pay the full amount of the successful overbid to escrow and close escrow within 15 days from the date of entry of the Order authorizing the sale, or as otherwise set forth in the applicable purchase agreement. The costs of sale include real estate commissions in the amount of 6% of the sales price of each property to be divided with 3% to the Seller/Debtor's Agent/Broker and 3% to the Buyer's Agent/Broker. The proposed sale is free and clear of liens and encumbrances beyond those covered by the sales price of the Property. There are six recorded liens listed on the most recent Preliminary Title Report which total $1,672,080. However, the First Lienholder with a deed of trust of $1.225 million has filed a proof of claim with arrearages for a total amount of $1,775,877 so the amount is closer to $2,222,957. All the liens will be paid from the sale proceeds. Each creditor should make a demand into escrow for the current amount owed. The sale is in the best interests of the estate and will at least pay off the all the voluntary liens, broker/agent commissions, cost of sale and a substantial amount of additional tax liens, all of which are also liens on other properties owned by the same parties that own the Debtor company. The proposed sale is subject to overbids, and the overbid procedures are set forth. If there are no overbids the purchase price is $2,477,999 for the Property and $922,001 for the Taylor Property, with a total purchase price of $3.4 million. There will be no surplus funds from the sale of the two properties as apart from costs of sale, all proceeds will be used to pay as much as possible on existing liens. The exact tax consequences to the estate relative to the sale are presently unknown but Debtor believes that in any event, the amount of the net sale proceeds will far exceed the amounts of any tax liabilities that may arise as a result of the sale. No liabilities will be assumed by the Buyer. The sale will be free and clear liens and encumbrances. After conducting a search and obtaining a recent Amended Title Report on the Property from First American Title Company as of March 26, 2020 the Debtor believes there are the following liens encumbering the Property: 1. Delinquent property taxes for 2019-2020 fiscal year in the amount of $20,567; 2. Defaulted property taxes for fiscal year 2017-2018 in the amount of $47,998; 3. Federal tax lien recorded Aug. 19, 2016 in the amount of $173,201; 4. First Deed of Trust in favor of Law Offices of Douglas T. Richardson et al recorded on Dec. 9, 2016 in the amount of $1.225 million. However, First Lienholder filed a Proof of Claim in the case in the amount of $1,775,877 as of April 15, 2020 with daily interest of $544; 5. Second Deed of Trust in favor of Montebello Cat Scale Inc. recorded on Dec. 19, 2016 in the amount of $200,000; 6. Federal Tax lien recorded Nov. 29, 2018 in the amount of $5,314. The Liens total $1,672,080, however, the First Lienholder filed a proof of claim documenting the amounts owed as of April 15, 2020 which includes arrearages for a total amount due of $1,775,877 plus daily interest of $544. The total due on the liens is thus at least $2,222,957. California Air Resources Board filed a Proof of Claim in the case claiming it has a secured claim on the Property in the amount of $250,000 based on a Judgment lien recorded on June 2, 2015 against Key Disposal, Inc. and John L. Katangian. The Proof of claim more appropriately belongs with individual bankruptcy of the Katangians and/or the Taylor Case as at the time the Judgment lien was recorded on the Property title was in the name of Key Disposal, Inc. The CARB judgment lien will be paid out of escrow from the sale of the Taylor Property which is being held concurrently with the sale. The Buyer will accept the purchased assets at the closing "as is, where is" except that Debtor has conducted environmental testing and obtained Environmental Reports and discovered the Property requires Phase I remediation and the Taylor Property requires Phase II remediation with the total cost approximately $17,300 for both properties. At the option of the Buyer, Debtor will either provide a credit to the Buyer for the cost of remediation on both properties or, if the Buyer choses to lease the properties to Key R & D will do pay for the work at its expense. In order to complete the sale in the case, and to not miss the opportunity presented by the sale to the Debtor, the estate and its creditors, the Debtor respectfully asks that the order on the Motion be effective immediately, notwithstanding the 14-day stay imposed by FRBP 6004(h). It is especially important that the Sale Order be entered promptly and that FRBP 6004(h) is waived to permit a prompt closing. A hearing on the Motion was set for May 27, 2020 at 11:00 a.m. The objection deadline was 14 days prior to the hearing date. A copy of the Agreement is available at https://tinyurl.com/ya3ljlca from PacerMonitor.com free of charge. About Katangian Vail Avenue Property Located at 1522 Hannaford Dr., Tustin, California, Katangian Vail Avenue Property Investments owns in fee simple a 50,000 sq. foot lot in Montebello, California having an appraised value of $3.40 million. Katangian Vail Avenue Property Investments, LLC, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 20-10295) on Jan. 28, 2020. The Debtor disclosed total assets of $3.4 million and total debt of $5,037,259 as of the bankruptcy filing. The case is assigned to Mark S. Wallace. In the petition signed by John Katangian, managing member, the Debtor tapped Michael R. Totaro, Esq. at Totaro & Shanahan, as counsel. KIMBLE DEVELOPMENT: June 10 Hearing on Disclosure Statement ----------------------------------------------------------- Judge Douglas D. Dodd has ordered that a hearing on the Disclosure Statement filed by Kimble Development of Jackson, L.L.C., will be held at the United States Bankruptcy Court, 707 Florida Street, Room 222, Baton Rouge, Louisiana, on June 10, 2020, at 2:00 p.m. to consider the adequacy of the information contained in the disclosure statement; fix a deadline for the holders of claims and interests to accept or reject the plan; and fix a date for the hearing on confirmation of the plan. Objections to the disclosure statement be filed and delivered to the plan proponent no later than eight days before the hearing. Objections not timely filed and delivered may be deemed waived. 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. KOREAN WESTERN: Trustee Taps Hahn Fife as Accountant ---------------------------------------------------- Jason Rund, the Chapter 11 trustee for Korean Western Presbyterian Church of Los Angeles, received approval from the U.S. Bankruptcy Court for the Central District of California to employ Hahn Fife & Company, LLP as his accountant. The firm's services will include preparing monthly operating reports, preparing cash flow analyses, analyzing financial documents supporting claims against Debtor's bankruptcy estate, assisting in preparing a plan of reorganization, preparing and filing tax returns, and reviewing financial documents. The hourly billing rates for the firm's professionals range from $80 for staff to $440 for partner. Donald Fife, a certified public accountant and a partner at Hahn Fife, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Donald T. Fife Hahn Fife & Company, LLP 22342 Avenida Empresa, Suite 260 Rancho Santa Margarita, CA 92688 Telephone: (949) 888-1010 Facsimile: (949) 766-9896 Email: dhahn@hahnfife.com About Korean Western Presbyterian Church of Los Angeles Korean Western Presbyterian Church of Los Angeles, a nonprofit religious corporation, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11675) on Feb. 14, 2020. The petition was signed by Joo Mo Ko, Debtor's chief executive officer. At the time of filing, Debtor estimated $10 million to $50 million in assets and $500,000 to $1 million in liabilities. Judge Neil W. Bason oversees the case. Victor A. Sahn, Esq., at Sulmeyerkupetz, A Professional Corporation, represents Debtor as counsel. Jason Rund was appointed as Debtor's Chapter 11 trustee. The trustee is represented by Danning, Gill, Israel & Krasnoff, LLP. KP ENGINEERING: June 11 Plan Confirmation Hearing Set ----------------------------------------------------- Debtors KP Engineering, LP (KPE LP) and KP Engineering, LLC (KPE LLC) filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, an emergency motion for entry of an order approving adequacy of the Disclosure Statement. On May 15, 2020, Judge David R. Jones granted the motion and ordered that: * The Disclosure Statement is approved as containing information of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the Debtors and the facts and circumstances of the Bankruptcy Cases, that would enable a hypothetical investor typical of the Holders of Claims and Equity Interests to make an informed judgment regarding the Plan. * The Plan should be transmitted to Holders of Claims and Equity Interests for consideration and voting. * June 11, 2020, at 2:00 p.m. before the Honorable David R. Jones, Chief United States Bankruptcy Judge, in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, 515 Rusk Street, 4th Floor, Courtroom No. 400, Houston, Texas 77002 is the hearing to consider Confirmation of the Plan. * June 5, 2020 is fixed as the Voting Deadline by which acceptances or rejections of the Plan must be actually received by the Debtors in order to be counted. * June 5, 2020 is fixed as the Objection Deadline and shall be the last day for filing written objections to the Confirmation of the Debtors’ Plan. A copy of the order dated May 15, 2020, is available at https://tinyurl.com/ydb47pco from PacerMonitor at no charge. The Debtors are represented by: OKIN ADAMS LLP Christopher Adams James W. Bartlett, Jr. Ryan A. O'Connor 1113 Vine St., Suite 240 Houston, Texas 77002 Tel: 713.228.4100 E-mail: cadams@okinadams.com jbartlett@okinadams.com roconnor@okinadams.com About KP Engineering KP Engineering, LP and KP Engineering, LLC -- https://www.kpe.com/-- are primarily engaged in the business of designing and executing customized engineering, procurement, and construction projects for the refining, midstream, and chemical industries. As an EPC contractor, the companies generally enter into agreements with owners pursuant to which they will design a facility, procure the needed equipment and materials, and supervise construction of the facility. KP Engineering, LP and KP Engineering, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No.19-34698) on Aug. 22, 2019. At the time of the filing, KP Engineering had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. Judge David R. Jones oversees the cases. KP Engineering tapped Hunton Andrews Kurth LLP and Okin Adams LLC as legal counsel; Claro Group LLC as restructuring advisor; and Omni Management Group, Inc. as claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Sept. 6, 2019. The committee retained Foley Gardere, Foley & Lardner LLP as its legal counsel, and Alvarez & Marsal North America, LLC as its financial advisor. LA MERCED: Time to Reply to OSP's Mortgage Property Sale Extended ----------------------------------------------------------------- Judge Enrique S. Lamoutte of the U.S. Bankruptcy Court for the District of Puerto Rico granted the request of La Merced Limited Partnership SE to extend time to file opposition to the request of its secured creditor, OSP Consortium, LLC, the assignee of Condado 5, LLC, to sell the Mortgage Property for $4,059,354, cash, subject to overbid, to June 1, 2020. The Mortgaged Property is described in the Registry of Property in the Spanish language as follows: --- URBANA: Predio de terreno radicado en la URBANIZACION ELEONOR ROOSEVELT, radicada en el Barrio Hato Rey del término municipal de Rio Piedras, hoy San Juan, Puerto Rico, con una cabida de TRES MIL TRESCIENTOS CATORCE PUNTO VEINTICINCO (3,314.25) metros cuadrados. En lindes por el NORTE, en ciento veintinueve (129) pies nueve (9) pulgadas con la Avenida A; por el SUR, en igual medida con terrenos de la Asociación de Miembros de la Policía Insular; por el ESTE, en doscientos setenta y cinco (275) pies ocho y tres cuartos (8 ¾) pulgadas, con la Calle "T"; y por el OESTE, en igual medida con la Calle "H". --- Enclava en dicho terreno un edificio todo de concreto, de dos (2) plantas, dedicado a una escuela privada. --- Finca número trece mil cuatrocientos cincuenta y tres (13,453), inscrita alfolio cuatro (4) del tomo mil cuatrocientos sesenta y seis (1466) de Rio Piedras Norte, en el Registro de la Propiedad de Puerto Rico, Segunda Sección de San Juan. About La Merced LP La Merced Limited Partnership, S.E., is a single asset real estate, as defined in 11 U.S.C. Section 101(51B)). Based in San Juan, Puerto Rico, La Merced LP filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-06858) on Nov. 27, 2018. In the petition signed by Luz Celenia Castellano, administrator, the Debtor disclosed $6,088,228 in liabilities. Judge Enrique S. Lamoutte Inclan is the case judge. Nelson Robles Diaz Law Offices, PSC, led by founding partner Nelson Robles Diaz, is the Debtor's counsel. LGI HOMES: S&P Affirms 'BB-' Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on U.S.-based LGI Homes Inc.'s (LGIH), including its 'BB-' issuer credit rating and 'BB-' issue-level rating on its senior notes. The revised liquidity assessment reflects the company's timely repayment of its maturing debt as well as its positive free cash flow and committed revolving borrowing capacity. In late 2019, LGI redeemed its matured 4.25% convertible notes by paying $70.0 million in cash and issuing 2.4 million shares to fund the associated premium. Since that time, the company has continued to generate discretionary cash such that its cash balance increased to $118 million as of March 31, 2020, from $38 million as of year-end 2019. LGI also had $137 million of undrawn capacity under its unsecured bank facility as it entered the current June quarter. Although S&P's forecast a modest (5%) decline in the company's EBITDA in 2020 due to the COVID-19 pandemic, S&P expects it to further bolster its already improved liquidity position as it generates free cash flow of nearly $90 million during the year. S&P's issuer credit rating also reflects LGIH's holistic credit factors, including the relative size and scope of its operations. While it has experienced good growth, the company remains smaller than its peers, including Meritage Homes and KB Home. It also has a narrow focus as it primarily targets entry-level homebuyers. S&P's stable outlook on LGI reflects its expectation for relatively solid overall profitability even though the rating agency forecasts a modestly negative effect on the company's profitability stemming from the regulatory responses to the ongoing pandemic. S&P believes the company will largely defer its longer-term growth objectives while maintaining adjusted gross margins of close to 25% through 2020 and a debt-to-EBITDA ratio of firmly below 3x by the end of the year. "We could lower our rating on LGIH over the next 12 months if there is a prolonged economic slowdown in its key markets, such as Texas, that leads us to lower our EBITDA forecast by 15%. The company's exposure to Texas heightens the risk that we will lower our EBITDA forecast given the announced oil production cuts amid the currently extremely low prices. We could also lower our rating if the company financed a large acquisition or land purchase that exceeded our base-case assumptions, raising its debt to EBITDA above 4x or its debt to capital above 50% on a sustained basis," S&P said. "Despite LGIH's solid expected credit measures over the next 12 months, we view an upgrade as unlikely due to its relatively small revenue base and limited product and geographic diversity. However, we could raise our rating on the company if it exceeded our growth targets such that its revenue approached $3 billion while it maintained a debt-to-EBITDA ratio in the 2x-3x range, which we believe will take at least two to three years. This could occur if a much stronger-than-expected level of demand in both its existing and new markets allow it to increase its community count by nearly 50%," the rating agency said. LIBBEY GLASS: Young Conaway, Arnold Represent Term Lender Group --------------------------------------------------------------- In the Chapter 11 cases of Libbey Glass Inc., et al., the law firms of Arnold & Porter Kaye Scholer LLP and Young Conaway Stargatt & Taylor, LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing the Lender Group. The Lender Group is comprised of the following institutions or funds, accounts and entities managed by the following institutions: Aegon USA Investment Management, LLC; Brigade Capital Management LP; Credit Value Partners; Eaton Vance Management; Golub Capital; Invesco Senior Secured Management, Inc.; LCM Asset Management LLC; Marble Point Credit Management LLC; and Monomoy Capital Management, L.P. In or around November 2019, members of the Lender Group retained A&P to represent them in their capacities as holders of term loans advanced under the Credit Agreement. In or around April 2020, members of the Lender Group retained YCST to represent them in their capacities as holders of term loans advanced under the Credit Agreement. As of June 1, 2020, members of the Lender Group and their disclosable economic interests are: Aegon USA Investment Management, LLC 227 W. Monroe Street, Suite 6000 Chicago, IL 60606 * Term Loan Holdings1: $19,703,869.49 Brigade Capital Management LP 399 Park Avenue, 16th Floor New York, NY 10022 * Term Loan Holdings: $33,259,631.24 Credit Value Partners 49 West Putnam Ave Greenwich, CT 06830 * Term Loan Holdings: $16,142,988.96 * Equity Interests: 21,433 shares Eaton Vance Management Two International Place Boston, MA 02110 * Term Loan Holdings: $51,428,896.75 Golub Capital 150 South Wacker Drive Chicago, IL 60606 * Term Loan Holdings: $20,402,273.70 Invesco Senior Secured Management, Inc. 3500 Lacey Road, Suite 700 Downers Grove, IL 60515 * Term Loan Holdings: $36,073,812.58 LCM Asset Management LLC 399 Park Avenue, 22nd Floor New York, NY 10022 * Term Loan Holdings: $41,820,958.35 Marble Point Credit Management LLC 600 Steamboat Road, Suite 202 Greenwich, CT 06830 * Term Loan Holdings: $22,867,684.98 Monomoy Capital Management, L.P. 600 Third Avenue, 27th Floor New York, NY 10016 * Term Loan Holdings: $27,017,285.65 Each member of the Lender Group separately requested that Counsel represent it in connection with these chapter 11 cases in its capacity as a lender under the Credit Agreement. Counsel represents only the interests of the members of the Lender Group listed on Exhibit A hereto and does not represent or purport to represent any other entities or interests in connection with these chapter 11 cases, except that Counsel represents Cortland in its separate capacities as administrative agent and collateral agent under the Credit Agreement. In addition, each member of the Lender Group does not purport to act, represent or speak on behalf of any entity in connection with the Debtors' chapter 11 cases other than itself. Co-Counsel to the Lender Group and Cortland Capital Market Services LLC, in its separate capacities as Prepetition Term Facility Agent and DIP Term Loan Agent can be reached at: YOUNG CONAWAY STARGATT & TAYLOR, LLP M. Blake Cleary, Esq. Kenneth J. Enos, Esq. Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: mbcleary@ycst.com kenos@ycst.com - and - ARNOLD & PORTER KAYE SCHOLER LLP Michael D. Messersmith, Esq. Seth J. Kleinman, Esq. Sarah Gryll, Esq. 70 West Madison Street, Suite 4200 Chicago, IL 60602-4231 Telephone: (312) 583-2300 Facsimile: (312) 583-2360 Email: michael.messersmith@arnoldporter.com seth.kleinman@arnoldporter.com sarah.gryll@arnoldporter.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/aGJuBk and https://is.gd/7TAXiA About Libbey Inc. Based in Toledo, Ohio, Libbey Inc. (NYSE American: LBY) -- http://www.libbey.com/-- is one of the largest glass tableware manufacturers in the world. Libbey Inc. operates manufacturing plants in the U.S., Mexico, China, Portugal and the Netherlands. In existence since 1818, the Company supplies tabletop products to retail, foodservice and business-to-business customers in over 100 countries. Libbey's global brand portfolio, in addition to its namesake brand, includes Libbey Signature, Master's Reserve, Crisa, Royal Leerdam, World Tableware, Syracuse China, and Crisal Glass. In 2019, Libbey Inc.'s net sales totaled $782.4 million. Libbey Glass Inc. and 11 of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11439) on June 1, 2020. In the petition signed by CEO Michael P. Bauer, Libbey Glass was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger, P.A., as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Lazard Ltd as investment banker. Prime Clerk LLC is the claims agent, maintaining the page https://cases.primeclerk.com/libbey LSC COMMUNICATIONS: Paul Weiss Represents Loan Parties ------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP submitted a verified statement that it is representing Capital Research and Management Company, Manulife Investment Management, Atlas FRM LLC and TD Asset Management Inc. in the Chapter 11 cases of LSC Communications, Inc., et al. In February 2020, certain beneficial holders, or investment advisors, sub-advisers or managers of the account of beneficial holders of notes issued under the indenture dated as of September 30, 2016, among LSC Communications, Inc., the other Loan Parties and Wells Fargo Bank, National Association as trustee and collateral agent, engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP to represent them in connection with the potential restructuring of the Debtors. Paul, Weiss represents only the Ad Hoc Group and does not represent or purport to represent any entities other than the Ad Hoc Group in connection with the Debtors' chapter 11 cases. In addition, the Ad Hoc Group, both collectively and through its individual members, does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. As of May 27, 2020, members of the Ad Hoc Group and their disclosable economic interests are: Paul, Weiss does not own, nor has it ever owned, any claims against the Debtors except for claims for services rendered to the Ad Hoc Group. However, Paul, Weiss has sought and may seek to have its fees and disbursements incurred on behalf of the Ad Hoc Group paid by the Debtors' estates pursuant to title 11 of the United States Code or as otherwise permitted in the Debtors' chapter 11 cases. All of the information contained herein is intended only to comply with Bankruptcy Rule 2019 and is not intended for any other purpose. Nothing contained in this Verified Statement should be construed as a limitation upon, or waiver of, any Ad Hoc Group member's rights to assert, file and/or amend its claims in accordance with applicable law and any orders entered in the Debtors' chapter 11 cases. Counsel to the Ad Hoc Group can be reached at: Andrew N. Rosenberg, Esq. Alice Eaton, Esq. Claudia Tobler, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Tel: (212) 373-3000 Fax: (212) 757-3990 Email: arosenberg@paulweiss.com aeaton@paulweiss.com ctobler@paulweiss.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/WbjlF2 About LSC Communications LSC Communications, Inc. -- http://www.lsccom.com/-- is a Delaware corporation established in 2016 with its headquarters located in Chicago, Illinois. The Company offers a broad range of traditional and digital print products, print-related services, and office products. The Company serves the needs of publishers, merchandisers, and retailers worldwide, with a service offering that includes e-services, logistics, warehousing and fulfillment and supply chain management services. The Company prints magazines, catalogs, directories, books, and some direct mail products, and manufactures office products, including filing products, envelopes, note-taking products, binder products, and forms. The Company has offices, plants, and other facilities in 28 states, as well as operations in Mexico, Canada, and the United Kingdom. LSC Communications, Inc., based in Chicago, IL, and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10950) on April 13, 2020. In the petition signed by CFO Andrew B. Coxhead, LSC disclosed $1,649,000,000 in assets and $1,721,000,000 in liabilities. The Debtors hired SULLIVAN & CROMWELL LLP as counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP, as co-counsel; EVERCORE GROUP L.L.C., as investment banker; ALIXPARTNERS LLP as restructuring advisor; PRIME CLERK LLC as notice, claims and balloting agent. MARIZYME INC: Extends Somah Agreement Drop Dead Date to July 30 --------------------------------------------------------------- On Dec. 15, 2019, Marizyme, Inc., entered into an asset purchase agreement with Somahlution, LLC, Somahlution, Inc. and Somaceutica, LLC, companies duly organized under the laws of Florida (collectively, "Somah"), to acquire the assets of Somah. Somah is engaged in developing products to prevent ischemic injury to organs and tissues and its products include DuraGraft, a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, and other related properties. As a condition to the closing of the Acquisition and in accordance with the terms of the Agreement, the Company was required to raise at least $10 million in funding to be used as working capital to develop the Somah Products post-closing. The Agreement could be terminated (i) at any time prior to the closing by mutual consent of the Company and Somah or (ii) by either party if the Acquisition was not consummated by Feb. 28, 2020, which date would be automatically extended for an additional 30 days if necessary. On March 31, 2020, the Agreement was amended by the Company and Somah to officially extend the Drop Dead Date to April 30, 2020. On May 29, 2020, the Agreement was amended again to further extend the Drop Dead Date to July 30, 2020, which date will be automatically extended, if short term funding for the Company is arranged, for up to an additional 30 days if and as required, and further by mutual agreement. Amendment No. 2 also reduced the Funding Minimum to $5 million. Somah Licensing and Distribution Agreements On Nov. 7, 2019, the Company signed a licensing and distribution agreement with Somahlution LLC that gave the Company an exclusive, perpetual license to manufacture, distribute and sell the Somahlution's Duragraft product in Mexico, South America and in in certain Asian and European countries. Somahlution is engaged in developing products to prevent ischemic injury to organs and tissues and its products, which the Company refers to as the Somah Products, include DuraGraft, a one-time intraoperative vascular graft treatment for use in vascular and bypass surgeries that maintains endothelial function and structure, thereby reducing the incidence and complications of graft failure and improving clinical outcomes. On April 27, 2020, the Company amended and restated its licensing and distribution agreement with Somalution primarily to expand the list of countries in which the Company can manufacture and distribute the Duragraft product and to give the Company patent ownership rights in the countries where it has paid for the costs of patent applications. The material terms of this amended and restated licensing and distribution agreement are as follows: "Somahlution has granted us an exclusive, perpetual, sub-licensable license to Somahlution's intellectual property, trade marks (TM), and all technical knowhow in the fields of use including coronary artery bypass grafting, peripheral vascular bypass grafting and other vascular surgeries, to enable us to file for regulatory approvals and ISO 13485 certification, conduct preclinical and clinical studies, and to manufacture, distribute, market and commercialize the Duragraft product in the territories specified in the Agreement. In countries where we pay for patent related costs or file for registration, regulatory approvals or CE certification, or conduct preclinical and clinical studies, we will own the Somah intellectual properties which are the subject of these actions. If we make changes or enhancements to the Somah intellectual property, we will own the new intellectual property which we shall then license to Somah at no cost. We will purchase all Somah Products from Somah until we can manufacture such products ourselves under CE certification, Somah having transferred all of its manufacturing technology to us. Although there is no licensing fee, we have agreed to purchase a minimum amount of Duragraft product from Somah on an annual basis at set prices which may increase annually. The term of the agreement is five years, subject to an extension in perpetuity in all areas where we have begun to operate under the agreement. If we or one of our related or licensee parties, or any third party does not begin commercialization of the Duragraft product within five years of the initial agreement signing date, November 7, 2019, we will agree to terminate the agreement and return all Somah Product materials and documents to Somah." 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. 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. 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. MATRA PETROLEUM: Court Conditionally Okays Disclosure Statement --------------------------------------------------------------- Judge David R. Jones has ordered that the Disclosure Statement filed by Matra Petroleum U.S.A., Inc., et al is tentatively and conditionally approved. June 16, 2020 is set as the deadline for filing and serving written objections to the Disclosure Statement and Plan. June 16, 2020 is the deadline for filing acceptances or rejections of the Plan. The hearing on the confirmation of the Plan and final approval of the Disclosure Statement will be conducted on June 23, 2020, at 3:30 p.m., in Courtroom 400, United States Courthouse, 515 Rusk, 4th Floor, Houston, Texas 77002. About Matra Petroleum Matra Petroleum USA Inc. and its subsidiaries are Houston-based independent oil and gas companies focusing on oil and gas production. The companies sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-34190) on July 31, 2019. Matra Petroleum USA estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. As of July 1, 2019, the Debtors had combined secured debt in excess of $70 million, secured by liens on substantially all of the Debtors' assets, cash and equity. Judge David R. Jones oversees the case. The Debtors tapped Hoover Slovacek LLP as their legal counsel; Macco Restructuring Group, LLC as financial advisor; and MMS Certified Public Accountants, PLLC as accountant. MBM SAND: Bell Nunnally Represents ROMCO Equipment, MPCS -------------------------------------------------------- In the Chapter 11 cases of MBM Sand Company, LLC, the law firm of Bell Nunnally & Martin LLP provided notice under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing ROMCO Equipment Company, LLC and Material Producers Construction Services, LLC. The Parties hold claims against the Debtor arising before and after the Petition Date based upon common law, contractual agreements, property interests, and goods and services provided to the Debtor. BNM has written contracts of engagement with ROMCO and MPCS. BNM was employed after the Petition Date as counsel for the Parties in the Bankruptcy Case. BNM does not hold any claims or equity interests in the Debtor. BNM has not filed a proof of claim on its own behalf in the case. The Parties have each consented to the multiple representation. BNM reserves the right to supplement this Statement. Counsel for ROMCO Equipment Company, LLC And MBM Sand Company, LLC can be reached at: BELL NUNNALLY & MARTIN, LLP Russell W. Mills, Esq. Troy (T.J.) Hales, Esq. 2323 Ross Avenue, Suite 1900 Dallas, TX 75201 Tel: 214.740.1400 Fax: 214.740.1499 Email: rmills@bellnunnally.com thales@bellnunnally.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/xbD7rT About MBM Sand Company MBM Sand Company, LLC, which is primarily engaged sand mining business, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 20-32883-11) on June 1, 2020. The Debtor was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. The Hon. Eduardo V. Rodriguez is the case judge. The Debtor tapped Leonard Simon, Esq., at PENDERGRAFT & SIMON LLP, as counsel. MEDCARE PEDIATRIC: Court Conditionally OKs Disclosure Statement --------------------------------------------------------------- Judge Jeffrey P. Norman has ordered that the disclosure statement filed by Medcare Pediatric Group, LP, et al, is conditionally approved. July 8, 2020, is fixed as the last day for filing and serving written objections to the disclosure statement; and for filing written acceptances or rejections of the plan. July 15, 2020, at 11:45 a.m. in Courtroom 403, 515 Rusk St., Houston, Texas, is fixed for the final hearing on the disclosure statement and for the hearing on confirmation of the plan. Medcare Pediatric Group, LP, et al, submitted a Disclosure Statement. Under the Plan, KW Enterprises will be liquidated. Its only asset will be sold pursuant to 11 U.S.C. Sec. 363(b) or returned to the holder of the first lien deed of trust, Veritex Community Bank. There are no holders of unsecured claims and the only other creditor of each is the county taxing authority with 2020 ad valorem tax Claims, which are in rem and will either be paid upon the sale or go with the property to Veritex upon return of the property. Under the Plan, the MedCare Companies will remain in business and restructure their debts. These Debtors anticipate that the unsecured creditors will receive 100% of the Allowed Amount of their Claims. The owners of the equity interests (with the exception of the general partners of each of the MedCare Companies) will relinquish their interests. Steve Wang and Paige Kinkade will purchase the limited partnership interests of the reorganized MedCare Companies. The purchase price shall be the amount required to pay allowed administrative claims of professionals, which could well be in excess of $250,000.00. In addition, they will cause all of their loans to the MedCare Companies to be converted into equity, saving hundreds of thousands of dollars in debt to the estates. Steve Wang and Paige Kinkade will retain their membership interests in Kinwan and KW Commercial. The Debtors have estimated the ultimate distributions that will be made in respect of allowed claims and interests. As explained more fully in Section VII entitled "Certain Risk Factors to Be Considered," because of inherent uncertainties, many of which are beyond the Debtors' control, there can be no guaranty that actual performance will meet the Debtors’ estimates. The Debtors nonetheless believe that if the Plan is not consummated, it is likely that Holders of Claims against and Interests in the Debtors' estates will receive less than they would if the Plan is confirmed because liquidation of the Debtors' assets under Chapter 7 of the Bankruptcy Code will not result in a higher distribution to any class of claims or interests. Veritex Community Bank's Secured Claims. These are promissory notes made by Kinwan, KW Properties, KW Enterprises, and KW Commercial, secured by first lien deeds of trust, all cross collateralized along with assets of the MedCare Companies. The Debtor believes that the value of the real property and improvements serving as collateral well exceeds the amount of the debt. General Unsecured Claims comprise of the allowed unsecured claims against the MedCare Companies. There are no unsecured claims against Kinwan, KW Properties, KW Enterprises, and KW Commercial. Under the Plan, the allowed claims will be paid in full over a period of 72 months in equal monthly installments with 2% interest. The class of equity security holders. This Class consists of the equity interests of the MedCare Companies and the equity interests of Kinwan, KW Properties, KW Enterprises, and KW Commercial. The holders of interests in the MedCare Companies, KW Properties, and KW Enterprises, will receive nothing on account of their interests. A full-text copy of the Disclosure Statement dated May 16, 2020, is available at https://tinyurl.com/ycfxgkdk from PacerMonitor.com at no charge. Attorneys for the Debtors: Matthew B. Probus WAUSON | PROBUS One Sugar Creek Center Blvd., Suite 880 Sugar Land, Texas 77478 Tel: (281) 242-0303 Fax: (281) 242-0306 About MedCare Pediatric Group MedCare Pediatric Group, LP and its subsidiaries provide pediatric services to families. MedCare Pediatric Group is the parent entity that provides administrative and executive services such as information technology, human resources and finance for each of the MedCare entities. On March 1, 2020, MedCare Pediatric Group and its 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. The Debtors tapped Wauson & Probus as their legal counsel and CMCD LLC as their accountant. MELBOURNE BEACH: June 17 Hearing on Disclosure Statement -------------------------------------------------------- Judge Karen S. Jennemann has ordered that a hearing by video will be held on June 17, 2020 at 1:00 p.m. in Courtroom A, Sixth Floor, of the United States Bankruptcy Court, 400 West Washington Street, Orlando, Florida, to consider the disclosure statement filed by Jules S. Cohen, as Chapter 11 Trustee for Melbourne Beach, LLC. Objections to a proposed disclosure statement may be filed and served any time before or at the hearing. About Melbourne Beach Established in 1998, Melbourne Beach, LLC, is a privately held company that leases real properties. It is the owner of Ocean Spring Plaza located at 981 E. Eau, Gallie Boulevard, Melbourne, Fla., valued by the company at $15.30 million. Melbourne Beach's gross revenue amounted to $997,732 in 2016 and $924,000 in 2015. Melbourne Beach filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-07975) on Dec. 26, 2017. In the petition signed by Brian West, its managing member, the Debtor disclosed $15.35 million in assets and $2.82 million in liabilities. The Debtor tapped Latham, Luna, Eden & Beaudine, LLP as bankruptcy counsel; Wald & Cohen, P.A. as accountant; and Marcus & Millichap as real estate broker. Jules Cohen was appointed as the Debtor's Chapter 11 trustee. The trustee is represented by Akerman LLP. No official committee of unsecured creditors has been appointed in the Debtor's case. On Oct. 23, 2019, the Court approved FL Retail Advisors, LLC, as real estate broker. MERIDIAN MARINA: Unsecureds to Get Lump Sum of $299K in Plan ------------------------------------------------------------ Meridian Marina & Yacht Club of Palm City, LLC, submitted a Second Amended Disclosure Statement. As set forth in the Purchase and Sale Agreement ("PSA"), the sale for the improved parcel located at 1400 SW Chapman Way for the agreed upon price of $6,500,000. The unimproved parcel located at 1120 SW Chapman Way is $2,500,000 will be sold at a later date. The date of the closing is anticipated to be Oct. 17, 2020. The full description of the assets to be sold is set forth in Section 1 of the PSA. As set forth in the initial Plan and Disclosure Statement filed in this case, the Buyer shall pay directly to the Secured Creditors in these cases payment in full as set forth in each Secured Creditor’s Proof of Claim, subject to any objections sustained by the Court. Also, at closing, all Priority Unsecured Claims and General Unsecured Claims shall be paid in full as set forth in each Creditor’s Proof of Claim, subject to any objections sustained by the Court. The balance of the purchase proceeds shall be allocated to pay the expenses of the bankruptcy estates, claims of administrative creditors with any remaining net sales proceeding being paid to Debtor. Debtor shall have no further operation upon closing of the transaction. Class Seven (General Unsecured Creditors): The undisputed general unsecured claims shall receive a lump sum payment pro rata distribution of $298,782.78 which shall be paid on the Effective Date from sale proceeds set aside and escrowed pursuant to the Sale Order. Class Eight (Equity): Debtor shall retain any net sale proceeds after payment of all claims in full (Allowed Secured Claims and Allowed Priority and General Unsecured Claims) upon closing of the transaction. A full-text copy of the Second Amended Disclosure Statement dated May 18, 2020, is available at https://tinyurl.com/yc5jmqko from PacerMonitor.com at no charge. Attorneys for the Debtor: Craig I. Kelley, Esquire KELLEY, FULTON & KAPLAN, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, Florida 33401 Telephone: (561) 491-1200 Facsimile: (561) 684-3773 About Meridian Marina & Yacht Club Meridian Marina & Yacht Club of Palm City, LLC, based in Palm City, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.19-18585) on June 27, 2019. In the petition signed by Timothy Mullen, member and manager, the Debtor disclosed $8,528,155 in assets and $5,790,533 in liabilities. The Hon. Erik P. Kimball oversees the case. Craig I. Kelley, Esq. at Kelley Fulton & Kaplan, P.L., serves as bankruptcy counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Chapter 11 case. MERITOR INC: S&P Rates New $300MM Senior Unsecured Notes 'BB-' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '5' recovery rating to Meritor Inc.'s proposed $300 million senior unsecured notes due 2025. The '5' recovery rating indicates S&P's expectation that lenders would receive modest (10%-30%; rounded estimate: 10%) recovery of their principal in the event of a payment default. The company intends to use the net proceeds from the notes to repay approximately $295 million of the $304 million of outstanding borrowings under its revolving credit facility. At the same time, S&P is affirming its 'BB-' issue-level ratings on Meritor's existing unsecured debt. S&P's '5' recovery rating remains unchanged, indicating its expectation that lenders would receive modest (10%-30%; rounded estimate: 10%) recovery of their principal in the event of a payment default. S&P's ratings on Meritor reflect the company's solid market position in commercial truck drivetrain systems and the highly cyclical nature of the commercial vehicle end market. It forecasts that the company's credit metrics will weaken in 2020, with its debt to EBITDA rising to the high-4x area, although the rating agency anticipates a recovery in 2021 as truck volumes rebound. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario contemplates a payment default occurring in 2025 because of a decline in the domestic demand for commercial-vehicle systems and aftermarket products stemming from an economic downturn as well as a decline in its foreign operations due to weak economies in the international markets. -- S&P believes that if Meritor were to default the company would continue to have a viable business model because of its strong market positions. Therefore, S&P believes that its debtholders would achieve the greatest recovery value through a reorganization rather than a liquidation. -- Although Meritor derives a significant portion of its earnings from outside the U.S., almost all of its funding is U.S.-sourced. In the event of a default, S&P would expect the company to file for reorganization in the U.S. -- At default, S&P assumes the revolver is approximately 85% drawn while the factoring facilities have a seasonal-low balance outstanding. -- S&P values Meritor based on a 5x EBITDA multiple, which is in line with the multiples it uses for the company's peers. -- Other key default assumptions include LIBOR of 250 basis points. Simulated default assumptions -- Simulated year of default: 2025 -- EBITDA at emergence: $210 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value after 5% administrative expenses: $995 million -- Valuation split (obligor/nonobligor): 43%/57% -- Value available to secured debt: $616 million -- Total first-lien claims: $701 million -- Value available to unsecured claims: $136 million -- Total unsecured claims: $1,118 million -- Recovery expectations: 10%-30% (rounded estimate: 10%) Notes: Debt amounts include six months of accrued interest that S&P assumes will be owed at default. Collateral value includes asset pledges from obligors (after priority claims) plus equity pledges in nonobligors. MESA MARKETPLACE: SMS Financial Objects to Disclosure Statement --------------------------------------------------------------- SMS Financial Strategic Investments, LLC, objects to the proposed Disclosure Statement filed by debtor Mesa Marketplace Center, LLC, because it fails to contain adequate information, including: * The Debtor failed to pay the amount due under the Loan Documents upon maturity on April 1, 2018. As of Feb, 10, 2020, Debtor owed SMS Financial $3,538,606, comprised of $3,147,951 in principal; $380,397 in unpaid accrued interest; $6,300 of attorneys’ fees; and $3,958 of trustee's fees. * Disclosure concerning the Debtor's failed pre-bankruptcy refinancing efforts. The Debtor should disclose the identity of all lenders that it was in negotiations with and the stated reason that the Debtor was unable to obtain refinancing. * Considering that Debtor's operation has never been viable in over a decade nor has it ever operated at full capacity, disclosure of the basis of Debtor's belief that the business is viable and will be back to operating at full capacity if given time. * Disclosure of the reason for Debtor's failure to pay SMS Financial the Court-Ordered Cash Collateral payment in the amount of $17,766 due May 10, 2020. * Disclosure of the reason the Debtor is currently operating without SMS Financial's consent to the use of Cash Collateral. A full-text copy of SMS Financial's objection to disclosure statement dated May 15, 2020, is available at https://tinyurl.com/yd9f5zu6 from PacerMonitor at no charge. Attorneys for SMS Financial: ROBERT STEWART & ASSOCIATES, P.C. Robert L. Stewart, Jr. 6829 North 12th Street Phoenix, Arizona 85014 About Mesa Marketplace Center Mesa Marketplace Center, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Mesa Marketplace Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-01335) on Feb. 10, 2020. The Debtor previously sought bankruptcy protection (Bankr. D. Ariz. Case No. 16-10094) on Aug. 31, 2016. In the petition signed by Kenny Eng, member, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. James Portman Webster, Esq., serves as the Debtor's legal counsel. MGM GROWTH: S&P Rates $500MM Senior Unsecured Notes 'BB-' --------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to Las Vegas-based casino resort owner MGM Growth Properties Operating Partnership L.P.'s (a subsidiary of MGM Growth Properties LLC [MGP]) proposed $500 million senior unsecured notes due 2025 and placed the issue-level rating on CreditWatch with negative implications. MGP Finance Co-Issuer Inc. is the co-issuer of the notes. The '3' recovery rating indicates its expectation for meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a payment default. S&P expects the company to use the proceeds from the proposed notes to repay a portion of the outstanding borrowings under its $1.35 billion revolving credit facility, which it fully drew in the quarter ended March 31, 2020, to bolster its liquidity amid the coronavirus pandemic and redeem $700 million of MGM's operating partnership units. Pro forma for the redemption and proposed issuance, MGP had about $1.6 billion of available liquidity, including cash on its balance sheet and revolver availability (pro forma for the assumed partial repayment) as of March 31, 2020. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's '1' recovery rating on MGP's senior secured debt and its '3' recovery rating on its senior unsecured debt remain unchanged. -- S&P has lowered its emergence valuation for MGP following the company's sale of the Mandalay Bay real estate into a joint venture with Blackstone. S&P's lower valuation takes into account that MGP's lenders no longer benefit from the value of that real estate because it is encumbered with commercial mortgage-backed security (CMBS) debt and the rating agency does not anticipate there will be any residual value available to MGP in the rating agency's simulated default scenario. -- While S&P's estimated recovery for MGP's unsecured debt would indicate a recovery rating of '2' (70%-90%), the rating agency has capped the recovery rating at '3' (50%-70%) because it caps its recovery ratings on the unsecured debt of issuers it rates in the 'BB' category at '3'. This cap addresses that these creditors' recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt prior to default. -- S&P's simulated default scenario contemplates a payment default occurring in 2024 (in line with the rating agency's assumed default year for MGP's sole tenant) due to a significant deterioration in tenant MGM Resorts' operating results coupled with a major disruption in the debt and equity markets. S&P assumes that MGM Resorts' cash flows will be reduced by prolonged economic weakness and increased competitive pressures, particularly in Las Vegas. In its simulated default scenario, S&P expects MGM Resorts to continue to make its rent payments, reflecting the priority position of the rent payments that MGP receives from MGM Resorts. However, because of MGM Resorts' lower cash flow, S&P assumes that the company would be able to renegotiate and reduce its rent payments to MGP. -- S&P used an income capitalization approach in its recovery analysis and assume that MGP is reorganized or sold as a going concern. S&P uses a 12.5% distressed blended capitalization rate. -- S&P values MGP based on net operating income (NOI) of about $540 million at emergence. This reflects a 35% stress to S&P's estimated pro forma 2020 NOI level of about $828 million. Its assumed emergence NOI incorporates about $813 million in base rent from the MGM master lease portfolio and $15 million in additional rent under the master lease escalator that took effect on April 1, 2020." -- Although MGP's $1.35 billion revolving credit facility is currently fully drawn, S&P assumes it would be 85% drawn at the time of default because the company intends to use the proceeds from the proposed notes to repay a portion of its outstanding revolver borrowings. Given the ongoing uncertainty stemming from COVID-19 and the potential need to use an additional $700 million of cash to further redeem operating partnership units owned by MGM Resorts, S&P does not currently assume MGP will use revolver borrowings to fund acquisitions and do not assume any incremental NOI. This assumption further modestly lowers S&P's valuation. -- S&P assumes any debt maturing between now and the year of default is refinanced on similar terms and its maturity is extended to at least the year of default. -- S&P subtracts additional property costs of 5% of gross recovery value to reflect the added costs that MGP may incur if MGM Resorts defaults. -- S&P assumes administrative claims total 5% of gross recovery value after property costs. Simplified waterfall -- NOI at emergence: About $538 million -- Blended capitalization rate: 12.5% -- Gross recovery value: $4.3 billion -- Net recovery value (after 5% additional property costs and 5% administrative expenses): $3.9 billion -- Estimated senior secured claims: $1.2 billion -- Value available for senior secured claims: $3.9 billion -- Estimated senior unsecured claims: $3.2 billion -- Value available for senior unsecured claims: $2.7 billion -- Recovery expectations: Capped at 50%-70% (rounded estimate: 65%) Note: All debt amounts include six months of prepetition interest. MIRABUX INC: Taps Lake Forest Bankruptcy as Legal Counsel --------------------------------------------------------- Mirabux Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Lake Forest Bankruptcy II, APC as its legal counsel effective April 24. The firm will render the following professional services to Debtor: (a) advise and assist Debtor with respect to compliance with the requirements of the United States Trustee; (b) advise Debtor regarding matters of bankruptcy law, including its rights and remedies with regard to its assets and liabilities; (c) represent Debtor in any proceedings or hearings before the bankruptcy court and in any action in any other court where its rights under the Bankruptcy Code may be affected; (d) conduct examinations of witnesses, claimants or adverse parties, and prepare reports, accounts and pleadings; (e) advise Debtor concerning the requirements of the Bankruptcy Code and applicable rules; and (f) assist Debtor in the formulation, negotiation, confirmation and implementation of a Chapter 11 plan. The firm's attorneys who are anticipated to provide the services will charge $400 per hour. Lake Forest Bankruptcy received a retainer of $10,000 from Debtor. Anerio Altman, Esq., president of Lake Forest Bankruptcy, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Anerio V. Altman, Esq. Lake Forest Bankruptcy II, APC 23151 Moulton Parkway Suite Laguna Hills, CA 92653 Telephone: (949) 218-2002 Email: avaesq@lakeforestbkoffice.com About Mirabux Inc. Mirabux Inc., a privately held company in restaurant industry based in Montebello, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-13906) on April 24, 2020. The petition was signed by Robert Azinian, Debtor's vice president. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Vincent P. Zurzolo oversees the case. Debtor tapped Lake Forest Bankruptcy II, APC as its legal counsel. MKJC AUTO GROUP: Case Summary & 17 Unsecured Creditors ------------------------------------------------------ Debtor: MKJC Auto Group, LLC d/b/a Hyundai of LIC 34-54 44th Street Long Island City, NY 11101 Business Description: MKJC Auto Group, LLC is a new and pre-owned vehicle dealer in Long Island City, New York. Chapter 11 Petition Date: June 8, 2020 Court: United States Bankruptcy Court Eastern District of New York Case No.: 20-42283 Debtor's Counsel: Joel M. Shafferman, Esq. SHAFFERMAN & FELDMAN LLP 137 Fifth Avenue 9th Floor New York, NY 10010 Tel: (212) 509-1802 E-mail: joel@shafeldlaw.com Total Assets: $10,319,999 Total Liabilities: $10,034,320 The petition was signed by Ryan Kaminsky, Executor of The Estate of Mitchell Kaminsky. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/DpxLAZ List of Debtor's 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. 34-20 45th Street Service Department $23,787 43-40 Northern Blvd Rent and Late Fee Long Island City, NY 1110 2. 7-55 Queens Blvd LLC Queens Blvd Lot $6,500 70-55 Queens Blvd Rent Woodside, NY 11377 3. Central Business Systems Printer Contract $148 1219 Walk Whitman Road Payment Melville, NY 11747 4. Cintas Corporation Service Contract $593 PO BOX 630803 for Cleaning Floor Cincinnati, OH 45263 Mats 5. Citrin Copperman Accounting $10,000 529 Fifth Avenue Services New York, NY 10017 6. Domestic Uniform Services $9,740 Rental Rendered PO Box 38 Belleville, NJ 07109 7. EZ Drive MA Toll Payment $3 Payment PO BOX 847840 Boston, MA 02284 8. Hyundai Capital New & Used Car $753,866 America Inventory PO Box 20829 Fountain Valley, CA 92728 9. Infomedia North America Parts & Service $280 PO BOX 77000 Software Detroit, MI 48277-0770 10. Internal Revenue Service Payroll Taxes $14,865 PO Box 7346 Philadelphia, PA 19101-7346 11. JPMorgan Chase Bank PPP Loan $918,992 1111 Polaris Parkway Columbus, OH 43240 12. LT2 Media, LLC Services $7,493 Gottlieb Ostrager LLP Rendered 80 Business Park Drive Suite 105 Armonk, NY 10504 13. MMD Leasing Corp BQE Car Storage $8,000 35 Circle Drive East Lot Rent Patchogue, NY 11772 14. Reyna Capital Money Loaned $4,951 PO Box 674275 Dallas, TX 75267-4275 15. Reynolds and Reynolds Software & $23,413 PO BOX 182206 Service Contract Columbus, OH 43218-2206 16. Saso LLC Showroom Rent $116,986 34-20 31st Street Astoria, NY 11106 17. Win Depot Inc Windepot Car $20,550 42-38 Northern Boulevard Storage Lot Rent Long Island City, NY 11101 NANO MAGIC: Signs Lease with Magic Research for Michigan Facility ----------------------------------------------------------------- Nano Magic Inc. entered into a lease for a 29,220 square foot building in Madison Heights, Michigan, effective May 31, 2020. The occupancy date and rent commencement date is Oct. 1, 2020. By that date, the landlord, Magic Research LLC, is required to have completed tenant improvements to accommodate the Company's office and manufacturing needs. When the Company is established in the new facility, it expects to vacate its facility in Brooklyn Heights, Ohio as its lease there expires in September 2020. The new lease has a term of seven years with a renewal option at the end of the initial term for an additional 3-year term, and a second renewal option thereafter for an additional 5-year term. As the sole tenant, the Company is responsible for all taxes, ordinary maintenance, snow removal and other ordinary operating expenses. Rent is $6.50 per square foot, increasing by $0.25 per year. The Company also has the right for during the first three years to buy a up to a 49% interest in Magic Research LLC for a price equal to 49% of the contributions received from other members. Ron Berman, one of the Company's directors, and his son Tom Berman, the Company's CEO and a director, each have a 2.08% ownership interest in Magic Research LLC. The manager of Magic Research LLC is Magic Research Management LLC; Ron Berman and Tom Berman are two of its three co-managers. Compensation to Magic Research Management LLC is $10,000 per year to oversee the recordkeeping, tax return preparation, oversight of tenant improvements and other operating costs for the landlord. In connection with the lease, the Company issued the landlord warrants to purchase up to 410,000 shares of its Class A common stock at a warrant exercise price of $1.50 per share. The warrants are exercisable after the Company has additional authorized shares of stock until the fourth anniversary of the date of the lease. About Nano Magic Inc. Nano Magic Inc. (OTCMKT: NMGX) -- http://www.nanomagic.com-- specializes in liquid products to apply to surfaces such as glass, porcelain, and ceramic. Consumer products include lens care, electronic device hygiene and protection, anti-fog solutions (sport and safety), as well as household and auto cleaning and protection. Other applications include touch screens, glass displays and screens, windshields, solar panels, glass countertops and display cases, china, tableware, toilets, sinks, shower doors and more. Nano Magic's Innovation and Technology Center in Austin, TX engages in contract research and development work for government and private customers and it also develops and sells printable inks and pastes, and graphene foils. PEN Inc.'s Board adopted an amendment to its Certificate of Incorporation, and the filing was made in Delaware on March 2, 2020 to change its name to "Nano Magic Inc." Management requested the change to better convey its business and products to investors and customers. Nano Magic recorded a net loss of $964,987 for the year ended Dec. 31, 2019, compared to net income of $22,072 for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $1.32 million in total assets, $1.76 million in total liabilities, and a total stockholders' deficit of $446,856. Tama, Budaj & Raab, P.C., in Farmington Hills, Michigan, the Company's auditor from December 2018 through January 2020, issued a "going concern" qualification in its report dated Nov. 13, 2020, citing that the Company has suffered recurring losses, has a stockholders' deficit and has a working capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. NATIONAL CINEMEDIA: Moody's Cuts CFR to B2 & Alters Outlook to Neg. ------------------------------------------------------------------- Moody's Investors Service downgraded all existing credit ratings of National CineMedia, LLC, including the Corporate Family Rating to B2 from B1. The rating outlook was changed to negative. This concludes the review for downgrade initiated on March 27, 2020. The rating actions reflect the impact of coronavirus outbreak on National CineMedia, the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. Downgraded: Issuer: National CineMedia, LLC Probability of Default Rating, downgraded to B2-PD from B1-PD Corporate Family Rating, downgraded to B2 from B1 Senior Secured Bank Credit Facility, downgraded to B1 (LGD3) from Ba3 (LGD3) Senior Secured Regular Bond/Debenture, downgraded to B1 (LGD3) from Ba3 (LGD3) Senior Unsecured Regular Bond/Debenture, downgraded to Caa1 (LGD 6) from B3 (LGD6) Outlook Actions: Issuer: National CineMedia, LLC Outlook, Changed to Negative from Rating Under Review RATINGS RATIONALE The ratings downgrade reflects a deterioration in NCM's earnings and operating cash flow due to the COVID-19 outbreak and the potential for an extended period of weak cash flow and leverage metrics as the industry recovers from the pandemic. The pandemic has led to the temporary closure of movie theaters and a decline in the financial health of the industry, which elevates the risk of possible permanent closures of some movie theaters. The secular trends within the cinema industry characterized by declining attendance will likely be exacerbated by health safety concerns in public places. Entertainment shifted to the home during the coronavirus outbreak, and there is a risk of a longer-term shift in customer behavior away from cinema. Competition from streaming services, which have increased their subscriber bases during the outbreak, is intensifying. The movie industry, and hence cinema advertisers, will be hurt if customary theatrical release windows continue to shorten as film studios increasingly release movies to online platforms concurrently with their theatrical release or very soon thereafter. Combined, these factors present substantial risks to the company over the next 12-18 months. Moody's expects that attendance will be weak in the early stages of movie theaters' phased reopenings, and recovery will be slow given the caution around health safety in public spaces and potential for an elongated period without a vaccine against the virus. Since National CineMedia is ultimately compensated based on cinema attendance, the company's earnings remain highly vulnerable to consumer sentiment and the public perception of health risks in theaters. In addition to health concerns, Moody's expects that when the theaters reopen, consumer discretionary spending on entertainment, including movies, could be hurt by weak consumer confidence and high unemployment. However, pent up demand for out of home entertainment and a strong movie release schedule could support attendance levels. National CineMedia' s B2 corporate family rating continues to reflect its small revenue base, secular trends within the cinema industry characterized by declining attendance, the need to continue to invest in digital offerings, and expected deterioration in operating performance because of temporary theater closings. The company's leverage was moderate prior to the coronavirus outbreak at 4.2x (including Moody's standard adjustments) at the end of 2019, and will likely peak above 10x (Moody's adjusted) in 2020 as a result of the theater closures and the resultant loss of revenue during the pandemic. Moody's expects that the company's leverage will not return to its pre-COVID level until 2022. These credit challenges are counterbalanced by NCM's good competitive position within its niche market for on-screen advertising at movie theaters which historically supported strong EBITDA margins of roughly 50%. NCM's business benefits from its long-term contracts with the largest cinema owners in the US, who are also major shareholders. These contracts provide some stability to future cash flows once operations resume following theater closures. The negative outlook reflects the risk of prolonged disruptions in National Cinemedia's operating results due to the COVID-19 outbreak, potential for an extended period of theater closures and Moody's concerns over the longer-term health of the cinema advertising industry. LIQUIDITY The company's liquidity is weakened from the outbreak but sufficient to absorb the operating losses and meet basic cash obligations without the need for further sources of external liquidity over the next year. Including the significant cost cuts the that already reduced NCM's $9.5 million monthly cash burn in half, the $169 million cash balance and the $47 million accounts receivable balance as of May 5, 2020, the company has sufficient liquidity to sustain itself for the next year without material in-theater advertising revenue. The credit facility amendment that NCM secured last month has eased immediate pressure on the company's liquidity by waiving its financial covenants through July 1, 2021. Among the conditions for the waiver, NCM will not be able to distribute any of its available cash as defined in its operating agreement during the covenant suspension period unless certain conditions are met. This restriction is critically important to preserve cash during the period of a temporary liquidity stress. NCM's cash distribution to its members was approximately $140 million in 2019 and $8.5 million for the three months ended March 26, 2020. Still, significant downside risks remain for as long as movie theaters remain closed in most of the United States and due to uncertainty about the recovery after theaters reopen. A prolonged period of theater closures could further strain liquidity. ESG CONSIDERATIONS The rapid and widening spread of the coronavirus outbreak, deteriorating global economic outlook, falling oil prices, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The consumer services sector related to entertainment and leisure 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 National CineMedia's credit profile 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. The governance risk Moody's considers in NCM credit profile includes a shareholder-friendly financial strategy, which includes a requirement to distribute its "available cash" to its owners. Outside of the covenant suspension period (until July 1, 2021), NCM's credit facilities permit distributions at leverage levels up to 5x, as defined in the credit agreement. When the covenant suspension period ends and recovery is under way, NCM's distribution flexibility would allow the company to increase leverage meaningfully to return capital to shareholders and poses risks to lenders. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS NCM's rating could be downgraded if (i) NCM experiences higher than anticipated cash burn, (ii) if Moody's expects Debt-to-EBITDA to remain above 6x (Moody's adjusted) by the end of 2022, or (iii) there is a sharp deterioration in liquidity. Continued deterioration in the health of the exhibitors, growing a number of movie theaters closing permanently and significantly depressed movie theater attendance will also likely lead to a downgrade. Although unlikely over the next 12-18 months given the negative outlook, over the medium term the ratings could be upgraded if NCM improves its earnings and cash flow such that Debt-to-EBITDA is sustained under 4.5x (Moody's adjusted), maintains good liquidity, and the demand environment is supportive of revenue and earnings growth. The principal methodology used in these ratings was Media Industry published in June 2017. National CineMedia, LLC, headquartered in Centennial, Colorado, is a privately held joint venture operator of a leading digital in-theater advertising network in North America. National CineMedia, Inc. is NCM's publicly traded managing owner and held a 48% ownership interest in NCM as of March 26, 2020's. The remaining 52% interest is collectively held by founding member theaters including Cinemark Holdings, Inc. (25.1%), Regal CineMedia Holdings, LLC (26%) and AMC Entertainment Inc. (0.9%). NEIMAN MARCUS: Law Firm of Russell Represents Utility Companies --------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Law Firm of Russell R. Johnson III, PLC submitted a verified statement to disclose that it is representing the utility companies in the Chapter 11 cases of Neiman Marcus Group Ltd LLC, et al. The names and addresses of the Utilities represented by the Firm are: a. American Electric Power Attn: Dwight C. Snowden American Electric Power 1 Riverside Plaza, 13th Floor Columbus, Ohio 43215 b. Commonwealth Edison Company Attn: Erin Buechler Claims & Collection Counsel 3 Lincoln Centre Oakbrook Terrace, IL 60181 c. Consolidated Edison Company of New York, Inc. Attn: Rosalie Zuckerman, Esq. 4 Irving Place – Room 1875S New York, NY 10003 d. Florida Power & Light Company Attn: Gloria Lopez Law Department 700 Universe Blvd. Juno Beach, FL 33408 e. Georgia Power Company Attn: Daundra Fletcher 2500 Patrick Henry Parkway McDonough, GA 30253 f. NStar Electric Company, Eastern Massachusetts Attn: Honor S. Health, Esq. Eversource Energy 107 Selden Street Berlin, CT 06037 g. The Potomac Electric Power Company Assistant General Counsel Exelon Corporation 2301 Market Street, S23-1 Philadelphia, PA 19103 h. Salt River Project Attn: Breanna Holmes/ISB 232 2727 E. Washington St. P.O. Box 52025 Phoenix, AZ 85072-2025 i. San Diego Gas & Electric Company Attn: Tasha Davis CP61F, Bankruptcy Specialist 8326 Century Park Court San Diego, CA 92123 j. Southern California Gas Company - $1,975 Attn: Cranston J. Williams, Esq. Office of the General Counsel 555 W. Fifth Street, GT14G1 P.O. Box 30337 Los Angeles, CA 90013-1034 k. Orlando Utilities Commission Attn: Zoila P. Easterling, Esq. Deputy General Counsel P.O. Box 3193 Orlando, Florida 32802 l. Jersey Central Power & Light Company Pennsylvania Electric Company Attn: Kathy M. Hofacre FirstEnergy Corp. 76 S. Main St., A-GO-15 Akron, OH 44308 m. Virginia Electric and Power Company d/b/a Dominion Energy Virginia Attn: Sherry Ward 60 East Canal Street, 10th floor Richmond, VA 23219 The nature and the amount of claims (interests) of the Utilities, and the times of acquisition thereof are as follows: a. The following Utilities have unsecured claims against the above-referenced Debtors arising from prepetition utility usage: American Electric Power, Consolidated Edison Company of New York, Inc., NStar Electric Company, Eastern Massachusetts, The Potomac Electric Power Company, Southern California Gas Company, Orlando Utilities Commission and Jersey Central Power & Light Company. b. Commonwealth Edison Company, Florida Power & Light Company, Georgia Power Company, Salt River Project, Virginia Electric and Power Company d/b/a Dominion Energy Virginia, Consolidated Edison Company of New York, Inc. and San Diego Gas and Electric Company hold surety bonds that they will make claims upon for payment of the prepetition debt that the Debtors owe to those Utilities. c. For more information regarding the claims and interests of the Utilities in these jointly-administered cases, refer to the (i) Objection of Certain Utility Companies To the Debtors' Emergency Motion For Entry of An Order (I) Approving the Debtors' Proposed Adequate Assurance of Payment For Future Utility Services, (II) Prohibiting Utility Providers From Altering, Refusing or Discontinuing Services, (III) Approving the Debtors' Proposed Procedures For Resolving Adequate Requests, and (IV) Granting Related Relief (Docket No. 487) and (ii) Joinder (Docket No. 505) to the Objection filed in the above-captioned, jointly-administered, bankruptcy cases. The Law Firm of Russell R. Johnson III, PLC was retained to represent the foregoing Utilities in May 2020. The circumstances and terms and conditions of employment of the Firm by the Companies is protected by the attorney-client privilege and attorney work product doctrine. The Firm can be reached at: Russell R. Johnson III, Esq. LAW FIRM OF RUSSELL R. JOHNSON III, PLC 2258 Wheatlands Drive Manakin-Sabot, VA 23103 Tel: (804) 749-8861 Fax: (804) 749-8862 Email: russell@russelljohnsonlawfirm.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/fOWdAR About Neiman Marcus Group Neiman Marcus Group LTD, LLC -- https://www.neimanmarcus.com/ -- is a luxury omni-channel retailer conducting store and online operations principally under the Neiman Marcus, Bergdorf Goodman, and Last Call brand names. It also operates the Horchow e-commerce website offering luxury home furnishings and accessories. Since opening in 1907 with just one store in Dallas, Neiman Marcus and its affiliates have strategically grown to 67 stores across the United States. Neiman Marcus Group LTD and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32519) on May 7, 2020. At the time of the filing, the Debtors were each estimated to have assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsel; Jackson Walker, LLP as local counsel; Berkeley Research Group, LLC as restructuring advisor; Lazard Freres & Co. LLC as investment banker; and Stretto as claims, noticing and solicitation agent. NEW EMERALD: Hughes, Skelton Represent Dakota Midstream, 2 Others ----------------------------------------------------------------- In the Chapter 11 cases of New Emerald Energy, LLC, Attorney Barnet B. Skelton, Jr. and the law firm of Hughes Hubbard & Reed LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing Dakota Midstream, LLC, Dakota Energy Connection, LLC, and Dakota Fluid Solutions, LLC. DAKOTA MIDSTREAM, LLC Attn: Heath Norman 708 Main Street, 10th Floor Houston, TX 77002 DAKOTA ENERGY CONNECTION, LLC Attn: Heath Norman 708 Main Street, 10th Floor Houston, TX 77002 DAKOTA FLUID SOLUTIONS, LLC Attn: Heath Norman 708 Main Street, 10th Floor Houston, TX 77002 The parties listed above are each creditors of the Debtor, and the nature and principal amount of each of their claims, to the extent currently known and subject to further investigation as the case progresses, is described as follows: * DAKOTA MIDSTREAM, LLC has claims against the Debtor arising from two sources: (i) claims presently totaling approximately $225,527.96 arising from its operations as provider of midstream gas services to Debtor in the Bakken shale region, primarily in McKenzie County, North Dakota; and (ii) claims arising from its status as a co-Lender with East West Bank under the terms of that certain Credit Agreement, dated as of March 29, 2018, by and among New Emerald Energy, LLC, as borrower, the lenders from time to time party thereto and Prosperity Bank, as administrative agent and issuing bank. The present outstanding principal balance owed to Dakota Midstream under the Credit Agreement is approximately $18,250,000. * DAKOTA ENERGY CONNECTION, LLC has claims against the Debtor presently totaling approximately $137,640.00 arising from its operations as provider of oil pipeline and transportation services to Debtor in the Bakken shale region, primarily in McKenzie County, North Dakota. * DAKOTA FLUID SOLUTIONS, LLC has claims against the Debtor presently totaling approximately $370,864.00 arising from its operations as provider of salt water gathering, transportation, disposal and storage services to Debtor in the Bakken shale region, primarily in McKenzie County, North Dakota. Each of the parties listed above has consented to this multiple representation by the undersigned counsel. Counsel for Dakota Midstream, LLC, Dakota Energy Connection, LLC, and Dakota Fluid Solutions, LLC can be reached at: Barnet B. Skelton, Jr., Esq. 815 Walker, Suite 1502 Houston, TX 77002 Tel: (713) 659-8761 Cell: (713) 516-7450 Fax: (713) 659-8764 Email: barnetbjr@msn.com - and - Anson B. Frelinghuysen, Esq. HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, NY 10004-1482 Telephone: (212) 837-6000 Email: anson.frelinghuysen@hugheshubbard.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/wpWRPL About New Emerald Energy New Emerald Energy, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-41754) on May 14, 2020. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. Judge Edward L. Morris oversees the case. The Debtor is represented by Dykema Gossett, PLLC. NMI HOLDINGS: S&P Rates New $300MM Senior Secured Notes 'BB' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level rating to NMI Holdings Inc.'s (NASDAQ:NMIH; BB/Negative/--) proposed $300 million fixed-rate senior secured notes due 2025. The company intends to use the net proceeds from this offering to repay its $147 million term loan and the remainder for general corporate purposes, including potential capital contributions to support the growth and operations of its subsidiaries. The senior secured debt will rank equally to all outstanding and future senior secured indebtedness of NMI. The notes will be subject to certain covenants, including but not limited to, limitation on liens and 35% total debt (secured) to capitalization. NMI's existing debt service allocation agreement, under which the Wisconsin Office of the Commissioner of Insurance permits it to allocate interest expense on the company's senior secured credit facility to its insurance operating subsidiaries in proportion with the downstreaming of capital, will be extended to the proposed note offering. Thus, the company will be allocating the interest expenses on this debt issuance to its insurance operating subsidiaries to the extent it downstreams proceeds to its insurance operating subsidiaries. On a pro forma basis, as of March 31, 2020, financial leverage increases to about 27% from 14%, and the fixed-charge coverage ratio declines. Under S&P's assessment of risk-adjusted capitalization, it only gives credit to 20% of debt-funded double leverage. S&P's negative outlook on the U.S. mortgage insurance sector and its key players including NMI, reflects the impact economic and market uncertainty could have on the loss experience and risk-adjusted capitalization. The stressed macroeconomic environment and elevated level of delinquencies could lead to higher credit losses, which may keep NMI's fixed-charge coverage ratio to below 4x over the next two years. However, if the economy improves in the second half of the year and the unemployment rate declines, as per S&P Global Economics' forecast, earnings should benefit. As a result, S&P expects NMI's coverage ratio to recover above 4x, risk-adjusted capitalization to be redundant at the 'BBB' confidence level, and adequate Government Sponsored Enterprise's Private Mortgage Insurer Eligibility Requirements (PMIERs) capital ratio over the next two years. NOBLE CORP: S&P Cuts ICR to 'SD' on Distressed Debt Repurchase -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.K-based offshore drilling contractor Noble Corp. PLC to 'SD' (selective default) from 'CCC-'. The downgrade to 'SD' follows Noble's repayment of 85% of two secured seller loans, the 2018 seller loan due 2022 ($62.5 million outstanding as of March 31, 2020) and the 2019 seller loan due 2023 ($56.1 million outstanding as of March 31, 2020), in exchange for a reduction in the outstanding balance on each loan to $1.00, effectively repurchasing both loans at about 85% of par value. Additionally, interest on the loans will cease accruing and the financial covenants will no longer apply. S&P expects both loans to be terminated at the end of July. The loans were put in place in 2018 and 2019 to partly finance Noble's acquisition of two jack-up rigs from PaxOcean. The seller loans each contained a maximum 55% debt to capitalization covenant, which Noble would have breached following the $1.1 billion impairment charge taken in the first quarter, upon completion of its financial statements. If the covenant had been breached, both seller loans would have become immediately due and there would have been cross acceleration of Noble's unsecured debt (about $3.4 billion outstanding as of March 31, 2020). "We consider the repurchase to be distressed and tantamount to default given the holders received less than the original promise on the securities and that the offer was made to avoid a default," S&P said. “We intend to review our ratings on Noble over the next few days to reflect our forward-looking opinion on the creditworthiness of the entity," the rating agency said. NOVABAY PHARMACEUTICALS: Has $1.6M Net Loss for March 31 Quarter ---------------------------------------------------------------- NovaBay Pharmaceuticals, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss and comprehensive loss of $1,582,000 on $1,892,000 of total net sales for the three months ended March 31, 2020, compared to a net loss and comprehensive loss of $4,189,000 on $1,491,000 of total net sales for the same period in 2019. At March 31, 2020, the Company had total assets of $9,475,000, total liabilities of $9,824,000, and $349,000 in total stockholders' deficit. Chief Executive Officer Justin Hall and Interim Chief Financial Officer Lynn Christopher said, "The Company has sustained operating losses for the majority of its corporate history and expects that its 2020 expenses will exceed its 2020 revenues, as the Company continues to re-invest in its Avenova commercialization efforts. The Company expects to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. Accordingly, the Company's planned operations raise substantial doubt about its ability to continue as a going concern. The Company's liquidity needs will be largely determined by the success of operations in regard to the commercialization of Avenova. The Company also may consider other plans to fund operations including: (1) out-licensing rights to certain of its products or product candidates, pursuant to which the Company would receive cash milestones or an upfront fee; (2) raising additional capital through debt and equity financings or from other sources; (3) reducing spending on one or more of its sales and marketing programs; (4) entering into license agreements to sell new product and/or (5) restructuring operations to change its overhead structure. The Company may issue securities, including common stock and warrants through private placement transactions or registered public offerings, which would require the filing of a Form S-1 or Form S-3 registration statement with the Securities and Exchange Commission ("SEC"). In the absence of the Company's completion of one or more of such transactions, there will be substantial doubt about the Company's ability to continue as a going concern within one year after the date these unaudited financial statements are issued, and the Company will be required to scale back or terminate operations and/or seek protection under applicable bankruptcy laws. The accompanying unaudited financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to its ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/nmww6s Heaquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com/-- is a biopharmaceutical company focusing on commercializing and developing its non-antibiotic anti-infective products to address the unmet therapeutic needs of the global, topical anti-infective market with its two distinct product categories: the NEUTROX family of products and the AGANOCIDE compounds. The Neutrox family of products includes AVENOVA for the eye care market, CELLERX for the aesthetic dermatology market, and NEUTROPHASE for wound care market. NUTRIBAND INC: Incurs $412K Net Loss in First Quarter ----------------------------------------------------- Nutriband Inc. reported a net loss of $412,194 on $119,364 of revenue for the three months ended April 30, 2020, compared to a net loss of $573,353 on $193,590 of revenue for the three months ended April 30, 2019. As of April 30, 2020, the Company had $2.20 million in total assets, $725,903 in total current liabilities, and $1.47 million in total stockholders' equity. As of April 30, 2020, the Company had $20,644 in cash and cash equivalents and a working capital deficiency of $659,198, as compared with cash and cash equivalents of $10,463 and working capital deficiency of $1,979,141 at Jan. 31, 2020. In October 2019, the Company received gross proceeds of $250,000 and net proceeds of approximately $203,000 from the sale of convertible notes in the principal amount of $270,000 and warrants to purchase 50,000 shares of common stock. The Company also received a $150,000 loan from a minority stockholder. In March 2020, the Company repaid the convertible debt. The total payments, including a prepayment fee of $69,131 and accrued interest, was $345,565. For the three months ended April 30, 2020, the Company used cash of $201,514 in its operations. The principal adjustments to its net loss of $412,194 were amortization of debt discount of $202,500, depreciation and amortization of $18,046, and loss on extinguishment of debt and early prepayment fee on convertible debentures of $81,631 offset by an decrease in accounts payable of $59,805 and a gain on change in fair value of derivative of $22,096. For the three months ended April 30, 2020, the Company had cash flows of $211,977 from financing activities, primarily $515,108 from gross proceeds from the sale of Units consisting of shares of common stock and warrants to purchase common stock offset by the repayment of convertible debt, including an early prepayment fee, of $339,131. A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/ssZcRY About Nutriband Inc. Nutriband Inc. -- http://www.nutriband.com/-- is primarily engaged in the development of a portfolio of transdermal pharmaceutical products. Its lead product under development is its abuse deterrent fentanyl transdermal system which the Company is developing to provide clinicians and patients with an extended-release transdermal fentanyl product for use in managing chronic pain requiring around the clock opioid therapy combined with properties designed to help combat the opioid crisis by deterring the abuse and misuse of fentanyl patches. Nutriband recorded a net loss of $2.72 million for the year ended Jan. 31, 2020, compared to a net loss of $3.33 million for the year ended Jan. 31, 2019. As of Jan. 31, 2020, the Company had $2.19 million in total assets, $2.02 million in total current liabilities, and $175,433 in total stockholders' equity. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 13, 2020 citing that the Company has suffered recurring losses from operations and has limited revenues. These factors raise substantial doubt about the Company's ability to continue as a going concern. NUVECTRA CORP: Unsecureds to Get 1st $200K From Sale ---------------------------------------------------- Nuvectra Corporation submitted a Second Amended Plan of Liquidation. Class 2 Secured Parties' Claim is impaired which will be allowed in the aggregate of $16,805,353. The holders of the allowed secured parties' claim will receive distributions up to the allowed secured amount and, at the election of the secured parties, the return of any collateral securing the allowed secured parties' claim. Class 4 General Unsecured Claims, which include the Secured Parties' Deficiency Claim, are impaired. Each Holder of an allowed general unsecured claim will receive a pro rata distribution of the GUC Recovery. "GUC Recovery" means (i) the GUC Carve-Out and (ii) Cash recoveries (if any) on account of causes of action. "GUC Carve-Out" means the first $200,000 in net sale proceeds (excluding any accrued, unpaid real estate taxes associated with the Blaine Property, which taxes shall be borne by the Secured Parties) from the sale of the Blaine Property. Class 5 Equity Interests in the Debtor are impaired. All Equity Interests in the Debtor will be deemed canceled upon the Effective Date. On or before Effective Date, the Debtor or the Plan Administrator, as applicable, will distribute all cash held by the Debtor and its Estate (which Cash constitutes the Secured Parties' Cash Collateral) to the Secured Parties, except for (i) the Plan Administrator Funding Amount and (ii) the Claim Reserve Amounts. A full-text copy of the Second Amended Plan of Liquidation dated May 18, 2020, is available at https://tinyurl.com/ydhjuots from PacerMonitor.com at no charge. Counsel for the Debtor: Ryan E. Manns Toby L. Gerber Laura L. Smith NORTON ROSE FULBRIGHT US LLP 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201-7932 Telephone: (214) 855-8000 Facsimile: (214) 855-8200 About Nuvectra Corporation Nuvectra Corporation -- http://www.nuvectramed.com/-- operates as a neurostimulation medical device company. The Algovita Spinal Cord Stimulation (SCS) System is the Company's first commercial offering and is CE marked and FDA approved for the treatment of chronic intractable pain of the trunk and/or limbs. The Company's innovative technology platform also has capabilities under development to support other indications such as sacral neuromodulation (SNM) for the treatment of overactive bladder, and deep brain stimulation (DBS) for the treatment of Parkinson's Disease. Nuvectra filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 19-43090) on Nov. 12, 2019. In the petition signed by CEO Fred B. Parks, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. The Hon. Brenda T. Rhoades oversees the case. The Debtor is represented by Ryan E. Manns, Esq. and Toby L. Gerber, Esq. at Norton Rose Fulbright US LLP. The Office of the U.S. Trustee on Nov. 21, 2019, appointed creditors to serve on the official committee of unsecured creditors. The committee is represented by Barnes & Thornburg LLP. NUZEE INC: Has $2.5M Net Loss for the Quarter Ended March 31 ------------------------------------------------------------ NuZee, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $2,521,220 on $393,392 of revenues for the three months ended March 31, 2020, compared to a net loss of $1,434,363 on $365,956 of revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $4,977,777, total liabilities of $1,627,195, and $3,350,582 in total stockholders' equity. Chief Executive Officer Masateru Higashida and Chief Financial Officer Shanoop Kothari said, "The Company has had limited revenues, recurring losses, and an accumulated deficit and is dependent on its majority shareholder to provide additional funding for operating expenses. These items raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company's continued existence is dependent upon management's ability to develop profitable operations, continued contributions from the Company's executive officers to finance its operations and the ability to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of the Company's products and business." A copy of the Form 10-Q is available at: https://is.gd/t0gsVJ NuZee, Inc. (d/b/a Coffee Blenders) is a specialty coffee company and a single-serve pour-over coffee producer and co-packer. The Company owns sophisticated packing equipment developed in Asia for pour over coffee production and it believes its long-standing experience with this equipment and associated pour over filters, and its relationships with their manufacturers provide the Company with an advantage over its North American competitors. OLINDA STAR: Bankruptcy Court Recognizes BVI Proceeding ------------------------------------------------------- Bankruptcy Judge Martin Glenn issued a memorandum opinion granting the Chapter 15 petition filed by Eleanor Fisher, the Foreign Representative of Olinda Star Ltd., for recognition of Olinda Star's provisional liquidation proceeding in the British Virgin Islands and motion requesting additional relief. The verified petition seeks entry of an order: (i) granting recognition of the BVI Proceeding pursuant to section 1517 of the Bankruptcy Code as the foreign main proceeding of the Debtor, and all relief included therewith as provided in section 1520 of the Bankruptcy Code; (ii) recognizing the Petitioner as the foreign representative of the BVI Proceeding; (iii) granting full force and effect and comity to the BVI Scheme and additional relief set forth pursuant to section 1521(a) or 1507(a) of the Bankruptcy Code; and (iv) granting other and further relief as the Court deems just and proper. In the alternative, the Foreign Representative requests that the Court recognize the BVI Proceeding as a foreign nonmain proceeding of the Debtor, and grant the discretionary relief requested pursuant to sections 1521(a), 1507(a) and 105(a) of the Bankruptcy Code. Foreign debtors seeking relief under chapter 15 must satisfy the debtor eligibility requirements set forth in section 109(a) of the Bankruptcy Code. Section 109(a) provides that "only a person that resides or has a domicile, a place of business, or property in the United States, or a municipality, may be a debtor" under the Bankruptcy Code. Courts in this Circuit have held that section 109(a) can be satisfied by bank accounts in the United States, including by an undrawn retainer. The Bankruptcy Court has previously held that a debtor's contract rights, including rights pursuant to debt that contains a New York governing law and forum selection clause, constitute intangible property of the debtor in New York for purposes of section 109(a). Olinda has property in the United States. Its Prior 2024 Notes and Restructured 2024 Notes are governed by a New York law indenture, which contemplates New York as a venue for disputes. Olinda also owns a client trust account at White & Case LLP, in New York, with a balance of $1,000.67. Together, this property constitutes the principal U.S. assets of Olinda, in satisfaction of section 109(a). Additionally, because of the location of these accounts, venue is proper pursuant to 28 U.S.C. section 1410(1). Section 1517(a) provides the remaining requirements for the recognition of a foreign proceeding under chapter 15. To grant recognition, the Court must first find that the BVI Proceeding constitutes either a main or nonmain proceeding with respect to Olinda. Pursuant to section 1517, the Court must also find that the foreign representative applying for recognition is a person or body and the petition meets the requirements of section 1515. Therefore, recognition of the foreign proceeding is statutorily mandated if the three requirements of section 1517(a) are met and no exception applies. The Court finds that the Foreign Representative satisfies each of the requirements of section 1517(a) and grants recognition to the BVI Proceeding as a foreign main proceeding. Courts determine if a proceeding is main or nonmain using section 1502's definitions of each term. Section 1502 defines a "foreign main proceeding" as a "foreign proceeding pending in the country where the debtor has the center of its main interests." A foreign nonmain proceeding is defined as a "foreign proceeding, other than a foreign main proceeding, pending in a country where the debtor has an establishment." Establishment is defined in chapter 15 as "any place of operations where the debtor carries out a nontransitory economic activity." While the statute provides that a foreign main proceeding is one where the debtor has its COMI, the statute does not further define the term COMI. "However, . . . to the extent that a debtor's COMI has shifted prior to filing its chapter 15 petition, courts may engage in a more holistic analysis to ensure that the debtor has not manipulated COMI in bad faith." There is a rebuttable presumption that COMI is where the debtor has its "registered office" or "habitual residence." Courts have found that a debtor's registered jurisdiction is its COMI where no objection was raised or evidence presented rebutting the section 1516 presumption. Courts in this district have developed a list of non-exclusive factors that may be considered when determining COMI: "[1] the location of the debtor's headquarters; [2] the location of those who actually manage the debtor (which, conceivably could be the headquarters of a holding company); [3] the location of the debtor's primary assets; [4] the location of the majority of the debtor's creditors or of a majority of the creditors who would be affected by the case; [5] and/or the jurisdiction whose law would apply to most disputes. While each of these factors is a helpful guide in determining a debtor's COMI, the factors are not exclusive, and none of the factors is required nor dispositive." Based upon the Court's findings of fact related to Olinda and the most relevant COMI factors, the Court finds that, as of the Petition Date, Olinda's COMI was located in BVI as a matter of law. A chapter 15 case is properly commenced by the filing of a petition for recognition by a "foreign representative." The Bankruptcy Code defines a "foreign representative" as "a person or body, including a person or body appointed on an interim basis, authorized in a foreign proceeding to administer the reorganization or liquidation of the debtor's assets or affairs or to act as a representative of such foreign proceeding." This Court has previously found that offshore provisional liquidators qualify as "foreign representatives" within the meaning of section 101(24). The Petitioner is a "person" as defined under 11 U.S.C. section 101(41). The Petitioner was appointed and is duly authorized and empowered by the BVI Court to: (1) administer the provisional liquidation of Olinda's assets and affairs, (2) implement the BVI Scheme in her capacity as JPL and scheme administrator, and (3) serve as foreign representative in this chapter 15 case. The Petitioner is also an officer of the BVI Court. (Id.) Therefore, the Petitioner is a proper "foreign representative" within the meaning of section 101(24) of the Bankruptcy Code with respect to Olinda, and thus section 1517(a)(2) of the Bankruptcy Code is satisfied. Olinda's chapter 15 case meets the additional requirements of section 1515 of the Bankruptcy Code. The Verified Petition was filed pursuant to section 1515(a) and includes all disclosures and documents required by sections 1515(b) and (c). A copy of the Court's Memorandum Opinion dated April 3, 2020 is available at https://bit.ly/2WWNGnI from Leagle.com. John K. Cunningham, Esq. -- jcunningham@whitecase.com -- Thomas E. MacWright, Esq. -- tmacwright@whitecase.com -- Samuel P. Hershey, Esq. -- sam.hershey@whitecase.com -- New York, NY, Richard S. Kebrdle, Esq. -- rkebrdle@whitecase.com -- Miami, FL, Jason N. Zakia, Esq. -- jzakia@whitecase.com -- Chicago, IL, WHITE & CASE LLP, Attorneys for Eleanor Fisher, as Petitioner and Foreign Representative. The bankruptcy case is in re: In re: Olinda Star Ltd., (In Provisional Liquidation), Chapter 15, Debtor in a foreign proceeding, Case No. 20-10712 (MG) (Bankr. S.D.N.Y.). ONE HUNDRED FOLD: Amends 2019 Reorganization Plan ------------------------------------------------- One Hundred Fold II, LLC, filed a Final Amended Chapter 11 Plan of Reorganization dated May 13, 2020 with all immaterial modifications of the Amended Plan dated January 25, 2019. The May 13 Plan provides that: * CLASS 15 Dalton St Wells Fargo Home Mortgage. Counsel for the Debtor has provided the wire instructions to the closing lawyer for purposes of effecting the wire transfer of the $22,000. * CLASS 30 Mohican St PNC Bank. This class consists of the Allowed Secured Claim of the creditor holding a promissory note secured by a mortgage on the identified property, along with any deficiency unsecured claim as well. The Allowed Class 30 Claim shall be paid in cash and in full the Allowed Class 30 Claim amount stated above ($15,000) in full satisfaction of such Allowed Class 30 Claim on the Effective Date. * CLASS 34 N. 30th St Seterus Inc. The holder of the Class 34 claim will be paid in full with Insurance Proceeds. Debtor and the owner of the Debtor (Mr. Jerry L. Baker, Jr.) will assign any rights under applicable insurance to the holder of the Class 34 Claim by means of absolute assignment in a form acceptable to the Class 34 holder. * CLASS 39 Perimeter PNC Bank. If Class 39 votes to accept the Plan Debtor waives the claims and causes of action described in the plan terms reflected below regarding "Litigation Claims" as same apply or may apply to PNC, and otherwise such claims and causes of action are reserved by the Debtor. * CLASS 40 Prescott Rd Citimortagege Inc. This class consists of the Allowed Secured Claim that held or holds a security interest on immovable property designated above, along with any deficiency unsecured claim as well. The holder of the Class 40 claim will be paid in full with Insurance Proceeds. Debtor and the owner of the Debtor (Mr. Jerry L. Baker, Jr.) will assign any rights under applicable insurance to the holder of the Class 40 Claim by means of absolute assignment in a form acceptable to the Class 40 holder. * CLASS 43 - Sherwood St PNC Bank. This class consists of the Allowed Secured Claim of the creditor holding a promissory note secured by a mortgage on the identified property, along with any deficiency unsecured claim as well. The holder of the Class 31 claim has been paid in full with Insurance Proceeds. If Class 43 votes to accept the Plan Debtor waives the claims and causes of action described in the plan terms reflected below regarding "Litigation Claims" as same apply or may apply to PNC, and otherwise such claims and causes of action are reserved by the Debtor. This Class 43 is impaired and the holder of the Class 43 claim is entitled to vote on the Plan. * CLASS 44 - Sherwood St Seterus Inc. This class consists of the Allowed Secured Claim of the creditor that held or holds a security interest on immovable property designated above, along with any deficiency unsecured claim as well. The holder of the Class 44 claim will be paid in full with Insurance Proceeds. Debtor and the owner of the Debtor (Mr. Jerry L. Baker, Jr.) will assign any rights under applicable insurance to the holder of the Class 44 Claim by means of absolute assignment in a form acceptable to the Class 44 holder. The Debtor and the holders of the Classes 34, 40 and 44 claims have agreed that (i) the automatic stay is lifted for the Classes 34, 40 and 44 holders to take such action as necessary to obtain a replacement check for Insurance Proceeds and that the Debtor and Mr. Baker will assist in whatever capacity and by providing whatever information it can and is available, (ii) that upon obtaining such check the Debtor and Mr. Baker, if required by the insurance company issuing the check will endorse the check so that it can be deposited upon the Classes 34, 40 and 44 holders’ endorsement, (iii) the Classes 34, 40 and 44 holders will hold the Insurance Proceeds until the amount of the holders’ claim is either agreed to by the parties or determined by the Court upon objection. A full-text copy of the Final Amended Chapter 11 Plan of Reorganization dated May 13, 2020, is available at https://tinyurl.com/ycfzd64s from PacerMonitor.com at no charge. Counsel for the Debtor: Louis M. Phillips KELLY HART PITRE One American Place 301 Main Street, Suite 1600 Baton Rouge, LA 70801-1916 Telephone: (225) 381-9643 Facsimile: (225) 336-9763 Email: louis.phillips@kellyhart.com About One Hundred Fold II One Hundred Fold II, LLC, is a locally owned and operated business that rents residential rental properties primarily in the northwest area of Baton Rouge since its formation on Feb. 11, 2018. Mr. Jerry L. Baker, Jr., has operated this company and other residential rental companies in Baton Rouge, Louisiana for over a decade. One Hundred Fold II filed a Chapter 11 petition (Bankr. M.D. La. Case No. 18-10313) on March 24, 2018. In the petition signed by Mr. Baker, manager, the Debtor was estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. Judge Douglas D. Dodd is the presiding judge. Kelly Hart Pitre is presently serving as the Debtor's counsel, replacing Pamela Magee LLC. OROVILLE HOSPITAL: S&P Lowers 2019 Revenue Bond Rating to 'BB' -------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'BB' from 'BB+' on the City of Oroville, Calif.'s series 2019 revenue bonds, issued for Oroville Hospital (Oroville). The outlook is negative. "The lower rating reflects Oroville's weaker-than-expected financial profile since the time of our initial rating assignment," said S&P Global Ratings credit analyst Kenneth Gacka. Most notably, days' cash on hand is much weaker than management's projections, in large part due to delays in receipt of provider fee payments. While S&P recognizes this is somewhat of a timing matter, it considers the typical level of days' cash that Oroville has held throughout the year more in line with a lower rating. S&P notes that Oroville narrowly surpassed its 45 days' cash on hand covenant at the close of fiscal 2019 and that the covenant level increases to 60 days at the fiscal 2020 test. Moreover, operating results through the first five months of fiscal year 2020 are sharply negative due to the toll caused by the COVID-19 pandemic. The strain on margins causes greater risk, in S&P's view, given the hospital's high debt and modest liquidity metrics. Oroville Hospital was affected by the COVID-19 pandemic even though there were extremely few cases within its service area. Consistent with state guidance, there was a discontinuance of elective surgeries and reduced inpatient census that affected Oroville beginning in March 2020. While volumes started to decline in mid-March, the cost of personal protective equipment went up, raising supplies costs in the short term. Through April, these factors led to a nearly $13 million loss from operations. Notably, these results exclude approximately $18 million of CARES Act grant funds received by Oroville in April and May. S&P believes these funds will offset some of the COVID-19 operating pressures, but will not likely close the full gap from revenue disruption and increased expenses during 2020. Oroville received an advanced Medicare payment of $40 million, which has driven a notable increase in days' cash on hand through April. S&P anticipates that this figure will fall throughout the coming year as cash flow remains challenged until volumes fully recover and when the Medicare advanced payments ultimately begin getting recouped. The negative outlook reflects S&P's view that the stress caused by the COVID-19 pandemic could weigh on Oroville's financial profile materially in the coming year such that achieving financial covenants could be at risk and key financial metrics could become misaligned with the 'BB' rating. OWENS & MINOR: Launches Cash Tender Offers for Senior Notes ----------------------------------------------------------- Owens & Minor, Inc., has commenced offers to purchase for cash its outstanding senior notes listed in the table below for a maximum aggregate purchase price, excluding accrued interest, of up to $240,000,000 and, with respect to the 2021 Notes, a Consent Solicitation, upon the terms and conditions described in the Company's Offer to Purchase dated June 5, 2020. 1) Series of Notes: 3.875% Senior Notes due 2021 CUSIP Number: 690732AD4 Aggregate Principal Amount Outstanding: $233,089,000 Sub-Cap: N/A Acceptance Priority Level: 1 Tender Offer Consideration: $950.00 Early Tender Premium: $50.00 Total Consideration: $1,000.00 2) Series of Notes: 4.375% Senior Notes due 2024 CUSIP Number: 690732AE2 Aggregate Principal Amount Outstanding: $275,000,000 Sub-Cap: $15,000,000 Acceptance Priority Level: 2 Tender Offer Consideration: $850.00 Early Tender Premium: $50.00 Total Consideration: $900.00 Subject to the Maximum Aggregate Purchase Price and the 2024 Notes Sub-Cap (each subject to increase by the Company), the amount of a series of Notes that is purchased in the Tender Offers on the applicable settlement date will be based on the order of priority for such series of Notes, subject to the proration arrangements applicable to the Tender Offers. Subject to the Maximum Aggregate Purchase Price, the maximum aggregate purchase price to be paid by the Company for the 2024 Notes, excluding accrued interest, will be limited to $15 million. The Tender Offers will expire at 11:59 p.m., New York City time, on July 2, 2020, unless extended or terminated by the Company. No tenders submitted after the expiration date will be valid. Subject to the terms and conditions of the Tender Offers and the Consent Solicitation, the consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offers will be the applicable tender offer consideration for such series of Notes. Holders of Notes that are validly tendered prior to 5:00 p.m., New York City time, on June 18, 2020 and accepted for purchase pursuant to the applicable Tender Offer will receive the applicable Tender Offer Consideration and the applicable early tender premium for such series of Notes. Holders of Notes tendering their Notes after the early tender time will be eligible to receive the applicable Tender Offer Consideration but will not be eligible to receive the Early Tender Premium. All holders of Notes validly tendered and accepted for purchase pursuant to the Tender Offers will also receive accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable settlement date. Notes that have been tendered may be withdrawn from the applicable Tender Offer prior to 5:00 p.m., New York City time, June 18, 2020. Holders of Notes tendered after the withdrawal deadline cannot withdraw their Notes or, with respect to the 2021 Notes, revoke their consents under the Consent Solicitation unless the Company is required to extend withdrawal rights under applicable law. The Company reserves the right, but is under no obligation, to increase the Maximum Aggregate Purchase Price or the 2024 Notes Sub-Cap at any time, subject to applicable law. If the Company increases the Maximum Aggregate Purchase Price or the 2024 Notes Sub-Cap, it does not expect to extend the applicable withdrawal deadline, subject to applicable law. For Notes tendered at or prior to the early tender time and not subsequently validly withdrawn and accepted for purchase, the Company has the option for settlement to occur on the Early Settlement Date, which will be any date between the early tender time and the expiration date, and which will be determined by the Company and is expected to be June 22, 2020, the second business day following the early tender time. Settlement for Notes tendered after the early tender time, but at or prior to the expiration date, is expected to occur on July 6, 2020, the second business day following the expiration date, unless extended. If an aggregate principal amount of Notes validly tendered prior to the early tender time is such that the aggregate purchase price for such Notes equals or exceeds the Maximum Aggregate Purchase Price, excluding accrued interest, the Company will not accept for purchase any Notes tendered after the applicable early tender time and will, subject to the 2024 Notes Sub-Cap, accept for purchase only the Notes tendered before the early tender time pursuant to the Acceptance Priority Levels. Acceptance for tenders of Notes of a series may be subject to proration if the aggregate principal amount of such series of Notes validly tendered would result in an aggregate purchase price that exceeds the Maximum Aggregate Purchase Price or the 2024 Notes Sub-Cap. As part of the Tender Offer for the 2021 Notes, the Company is also soliciting consents from the holders of the 2021 Notes for certain proposed amendments described in the Offer to Purchase that would, among other things, remove certain covenants and events of default contained in the Indenture dated as of Sept. 16, 2014 between the Company and U.S. Bank National Association, as trustee, with respect to the 2021 Notes. Adoption of the Proposed Amendments with respect to the 2021 Notes requires the consent of the holders of at least a majority of the outstanding principal amount of the 2021 Notes. Each holder tendering 2021 Notes pursuant to the Tender Offers must also deliver a consent to the Proposed Amendments pursuant to the related Consent Solicitation and will be deemed to have delivered their consents by virtue of such tender. Holders of the 2021 Notes may not deliver consents without also tendering their 2021 Notes prior to the expiration date. The Proposed Amendments will not become operative until (i) 2021 Notes satisfying the Requisite Consent have been validly tendered, and (ii) the Company consummates the Tender Offer with respect to the 2021 Notes in accordance with its terms and in a manner resulting in the purchase of all 2021 Notes validly tendered before the early tender time. If the Proposed Amendments become operative with respect to the 2021 Notes, holders of the 2021 Notes who tender their 2021 Notes after the early tender time and prior to the expiration date and do not have their 2021 Notes accepted for purchase and holders of the 2021 Notes that do not tender their 2021 Notes at all will be bound by the Proposed Amendments, meaning that the 2021 Notes will no longer have the benefit of the existing certain covenants contained in the Indenture. In addition, such holders will not receive either the Tender Offer Consideration or the Early Tender Premium. The Proposed Amendments, if effective, will not amend the Indenture with respect to the 2024 Notes. The Tender Offers are not conditioned upon the tender of any minimum principal amount of Notes of any series nor on the delivery of a number of consents required to amend the Indenture with respect to the 2021 Notes. However, the Tender Offers and Consent Solicitation are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the consummation of the sale of the Company's Movianto business and certain support functions in the Company's Dublin office to Walden Group SAS or an affiliate pursuant to the terms of the Purchase Agreement, dated as of April 6, 2020, as amended from time to time, by and among the Company, Owens & Minor International Logistics, Inc., the Buyer and EHDH and the receipt by the Company of unrestricted net cash proceeds of at least $133.0 million. The Company intends to fund the Tender Offers with cash on hand, the proceeds of the Movianto Sale and/or use of funds from its accounts receivable securitization program. The purpose of the Tender Offers is to purchase the Notes, subject to the Maximum Aggregate Purchase Price and the 2024 Notes Sub-Cap, and reduce debt. If the Tender Offers are not consummated, or if the amount of Notes accepted for purchase in the Tender Offers results in the payment of less than the Maximum Aggregate Purchase Price, the Company may use the remaining amount of proceeds from the Movianto Sale originally dedicated to the Tender Offers to repay or retire other outstanding debt. The purpose of the Consent Solicitation is to obtain Requisite Consents to adopt the Proposed Amendments with respect to the 2021 Notes. Citigroup Global Markets Inc. is the dealer manager and solicitation agent in the Tender Offers and Consent Solicitation. D.F. King & Co., Inc. has been retained to serve as the Tender Agent and Information Agent for the Tender Offers and Consent Solicitations. Persons with questions regarding the Tender Offers and Consent Solicitation should contact Citigroup Global Markets Inc. at (toll free) (800) 558-3745 or (collect) (212) 723-6106. Requests for the Offer to Purchase should be directed to D.F. King & Co., Inc. at (toll free) (866) 796-6898 or by email to omi@dfking.com. None of the Company, the Dealer Manager and Solicitations Agent, the Tender Agent and Information Agent, the trustee under the Indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers and Consent Solicitation. Holders must make their own decision as to whether to participate in the Tender Offers and Consent Solicitation, and, if so, the principal amount of Notes as to which action is to be taken. About Owens & Minor Headquartered in Mechanicsville, Virginia, Owens & Minor, Inc. -- http://www.owens-minor.com/-- is a global healthcare solutions company with integrated technologies, products, and services aligned to deliver significant and sustained value for healthcare providers and manufacturers across the continuum of care. Owens & Minor helps to reduce total costs across the supply chain by optimizing episode and point-of-care performance, freeing up capital and clinical resources, and managing contracts to optimize financial performance. Owens & Minor was founded in 1882 in Richmond, Virginia, where it remains headquartered today. Owens & Minor reported a net loss of $62.37 million for the year ended Dec. 31, 2019, compared to a net loss of $437.01 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $3.71 billion in total assets, $3.29 billion in total liabilities, and $416.34 million in total equity. * * * As reported by the TCR on March 11, 2020, Fitch Ratings affirmed Owens & Minor, Inc.'s (OMI) Long-Term Issuer Default Rating at 'CCC+'. The rating affirmation reflects OMI's limited financial flexibility as a result of customer losses, heightened competition, accelerating pricing pressure, and significantly reduced earnings relative to debt levels. PARK TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Park Transportation, Inc. 491 Supreme Drive, Suite 1 Bensenville, IL 60106 Business Description: Park Transportation, Inc. is a privately held company in the general freight trucking industry. Chapter 11 Petition Date: June 7, 2020 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 20-12058 Judge: Hon. Lashonda A. Hunt Debtor's Counsel: Abraham Brustein, Esq. DIMONTE AND LIZAK, LLC 216 Higgins Road Park Ridge, IL 60068 Tel: (847) 698-9600 E-mail: abrustein@dimontelaw.com Total Assets as of April 30, 2020: $4,736,675 Total Liabilities as of April 30, 2020: $2,382,041 The petition was signed by Eric Seongwoo Seo, 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/8viFTG PARKHILL PEDIATRIC: June 12 Deadline Set for Committee Applications ------------------------------------------------------------------- The U.S. Trustee is soliciting members for an unsecured creditors committee in the bankruptcy case of Parkhill Pediatric Surgery Center LLC. If you wish to be considered for membership on any official committee that is appointed, one must complete a required Questionnaire Form and return it to the Office of the United States Trustee no later than 4:00 p.m. (Central Standard Time), on Monday, June 12, 2020 by email to meredyth.a.kippes@usdoj.gov. A representative from the U.S. Trustee's Office will contact all creditors submitting a questionnaire to arrange for a telephonic interview. Questions should be sent to Meredyth A. Kippes using the email addresses above using the email addresses above. About ParkHill Pediatric ParkHill Pediatric Surgery Center LLC, d/b/a Legent Pediatric Surgery Center, provides outpatient pediatric services. The company is based in Dallas, Texas. ParkHill Pediatric sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Tex. Case No. 20-31534) on May 29, 2020. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The petition was signed by Dr. Glen R. Wyant, manager. Brandon Tittle, Esq., of Ferguson Braswell Fraser Kubasta PC, is the Debtor's bankruptcy counsel. William W. Camp P.C. is the Debtor's special litigation counsel. PEBBLEBROOK HOTEL: Needs Covenant Waivers to Remain Going Concern ----------------------------------------------------------------- Pebblebrook Hotel Trust filed its quarterly report on Form 10-Q, disclosing a net income attributable to common shareholders of $33,810,000 on $269,107,000 of total revenues for the three months ended March 31, 2020, compared to a net loss attributable to common shareholders of $2,504,000 on $367,169,000 of total revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $6,937,943,000, total liabilities of $3,310,177,000, and $3,627,766,000 in total equity. The Company said, "Although we were in compliance with all of our debt covenants as of March 31, 2020, we have determined it is probable we will violate certain financial covenants under our credit agreements within the next twelve months if covenant waivers are not obtained. If we were to violate one or more financial covenants, the lenders could declare us in default and could accelerate the amounts due under a portion or all of our outstanding debt. We are actively negotiating the terms for waivers with our lenders and we believe we will receive such waivers before any covenants are violated. However, because any waivers would be granted at the sole discretion of the lenders, management has determined that there is substantial doubt about our ability to continue as a going concern for one year after the date the financial statements are issued. U.S. GAAP requires that in making this determination we could not consider future fundraising activities, whether through equity or debt offerings or dispositions of hotel properties, or the likelihood of obtaining covenant waivers, all of which are outside of our control. We believe that obtaining the waivers currently being negotiated will remove the reason for the determination of substantial doubt, however, there can be no assurance that we will be able to obtain waivers on acceptable terms or at all. Any covenant waiver may lead to increased costs, increased interest rates, additional restrictive covenants and other possible lender protections. In addition to or in lieu of obtaining waivers, we believe we could raise additional funds if needed through a combination of hotel dispositions or debt or equity financings." A copy of the Form 10-Q is available at: https://is.gd/5d1oaL Pebblebrook Hotel Trust is a publicly traded real estate investment trust (REIT) and the largest owner of urban and resort lifestyle hotels in the United States. The Company is based in Bethesda, Maryland. PETROLIA ENERGY: Acquires 50% Working Interest in Canadian Property ------------------------------------------------------------------- Petrolia Energy Corporation acquired a 50% working interest in approximately 28,000 acres located in the Utikuma Lake area in Alberta, Canada. The Canadian Property is an oil-weighted asset currently producing approximately 565 bopd of low decline light oil (~7%), with 76% of the low risk reserves and value coming from producing assets. Total 2P reserves are 4.7 MMboe with NPV10 of $68 MM. Upside potential includes low cost recompletion, workover and tighter pay opportunities. The facilities and gathering infrastructure are owned and operated, including a treatment facility with adequate capacity to accommodate growth. 3D seismic coverage over asset area helps support drilling and pool extension potential. The Working Interest was acquired from Blue Sky Resources Ltd. in an affiliated party transaction as Zel C. Khan, the Company's chief executive officer, is related to the ownership of Blue Sky. Blue Sky acquired a 100% working interest in the Canadian Property from Vermilion Energy Inc. via Vermilion's subsidiary Vermilion Resources. The effective date of the acquisition was May 1, 2020. The acquisition of the Canadian Property was evidenced and documented by a Letter Agreement between the Company and Blue Sky dated Dec. 16, 2019 and a Conveyance between the parties dated as May 29, 2020, pursuant to which the Company agreed to acquire the 50% Working Interest in consideration for C$2,700,000 (approximately US$2,000,000). The Cash Payment was made with funds borrowed by the Company pursuant to the terms of certain Amended and Restated Loan Agreements. The Company utilized an existing line of credit to borrow approximately US$1,000,000 USD and an additional US$1,000,000 was raised via short term bridge loan with a maturity date of Jan. 30, 2021. The Working Interest is held in the name of the Petrolia Canada Corporation, a wholly owned subsidiary of Petrolia Energy Corporation. About Petrolia Energy Petrolia Energy Corporation -- https://www.petroliaenergy.com/ -- is an international oil & gas company, headquartered in the energy capital of the world, Houston, Texas. With over 80 years of global operational and management experience in all aspects of the energy industry, Petrolia explores energy development potential in oil, gas, solar and wind. The company's core focus is on implementing cutting edge technology, including its own ground-breaking proprietary technologies, to improve recoverability of existing oil and gas fields. As of March 31, 2019, the Company had $12.58 million in total assets, $5.02 million in total liabilities, and $7.56 million in total stockholders' equity. "The Company has suffered recurring losses from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. We plan to generate profits by working over existing wells and drilling productive oil or gas wells. However, we will need to raise additional funds to workover or drill new wells through the sale of our securities, through loans from third parties or from third parties willing to pay our share of drilling and completing the wells. We do not have any commitments or arrangements from any person to provide us with any additional capital. If additional financing is not available when needed, we may need to cease operations. There can be no assurance that we will be successful in raising the capital needed to drill oil or gas wells nor that any such additional financing will be available to us on acceptable terms or at all. Any wells which we may drill may not be productive of oil or gas. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern," the Company stated in its quarterly report for the period ended March 31, 2019. PHM NETHERLANDS: S&P Downgrades ICR to 'B-'; Outlook Stable ----------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based release liner manufacturer PHM Netherlands Midco B.V. to 'B-' from 'B'. The outlook is stable. At the same time, S&P is lowering its issue-level ratings on the company's senior secured revolving credit facility (RCF) and first-lien term loan to 'B-' from 'B'. It is also lowering the issue-level rating on PHM's senior secured second-lien term loan to 'CCC' from 'CCC+'. S&P lowered the issuer credit rating on PHM to 'B-' from 'B' to reflect its view that the company's debt leverage will remain elevated over the next several quarters. S&P expects debt leverage will remain higher than expected due to reduced sales and EBITDA resulting from COVID-19 recessionary pressures. Leverage grew over 8x in 2019 due to the company being acquired in a debt-financed acquisition by a financial sponsor. Earlier this year, the company merged with Germany-based specialty film-based release liner and engineered film manufacturer, Infiana Group Gmbh, in another debt-financed transaction. S&P projects debt leverage will remain above 8x by the end of the year, which it considers more in line with the lower rating, despite in May, repaying its $45 million Payment-In-Kind (PIK) loan associated with the acquisition of Infiana. Consequently, S&P is revising its comparable rating analysis modifier to negative from neutral to reflect the higher debt leverage relative to other 'B' rated paper and forest product companies. However, S&P does expect the company to maintain adequate liquidity with interest coverage above 2x while generating positive free cash flows. PHM Netherlands is a market leader in release liners, with an estimated global market share of 18%. The combination of PHM's 13% global market share and Infiana's 5% creates a global market leader that S&P would expect to have pro forma revenue of about $640 million. This is smaller than other rated forest products and paper companies, but the largest within the release liner segment. The company receives about 56% of pro forma revenue from North America; 29% from Europe, the Middle East, and Africa (EMEA); and 15% from Asia-Pacific (APAC). For a relatively small company among rated forest products and paper companies, PHM has considerable geographic diversity, with manufacturing facilities in the U.S., Europe, and Asia, and a revenue base spread across six continents. PHM Netherlands will continue to have a narrow product focus. The combined companies would have an even split between paper and film-based substrates, with particular focus on less commodity and higher value-added applications. However, it is still a pure-play release liner manufacturer, and S&P believes the overall product focus remains narrow and limited. S&P believes end-market diversity has improved. The combined companies would have more end-market diversity since there is limited customer overlap across end markets, geographies, and substrates, creating significant cross-selling opportunities. End uses for the company's release liners are well diversified within various markets with different economic cycles and growth prospects. It sells into nine different end use segments ranging from health care to automotive. The largest exposures are graphic arts (21% of sales), tapes (19%), and building and construction (16%). S&P expects some customer concentration will continue. PHM's largest customer accounted for approximately 22% of its total sales. However, after the Infiana acquisition, S&P expects this to drop to 16%. Nonetheless, S&P's believe such dependence on a single customer continues to reflect concentration risk, despite a broader customer base. S&P's stable outlook reflects its view that PHM will be free cash flow positive in 2020 while maintaining adequate liquidity with a modest cash balance, despite elevated debt leverage of slightly more than 8x. It also expects the company to maintain interest coverage of between 2x and 2.5x over the next 12 months. S&P considers a downgrade within the next 12 months as highly unlikely. However, the rating agency could downgrade the company within the next year if COVID-19 recessionary pressures or other adverse market or macroeconomic events reduced EBITDA margins at least 600 basis points (bps) from its forecast such that interest coverage fell less than 1x or the company could no longer generate positive free cash flows. The rating agency is unlikely to raise the rating in the next year unless the adverse economic impact stemming from the pandemic quickly reverses by late 2020 and PHM's revenue and EBITDA show sharp improvement going into 2021 such that debt leverage improves below 7x and approaches 6x. PHUNWARE INC: Posts $3.96 Million Net Loss in First Quarter ----------------------------------------------------------- Phunware, Inc. reported a net loss of $3.96 million on $2.64 million of net revenues for the three months ended March 31, 2020, compared to a net loss of $3.49 million on $5.31 million of net revenues for the three months ended March 31, 2019. As of March 31, 2020, the Company had $28.84 million in total assets, $27.49 million in total liabilities, and $1.35 million in total stockholders' equity. "During extremely challenging times, we are successfully executing our operational model and business strategy to become the premier digital transformation source for mobile initiatives worldwide," said Alan S. Knitowski, president, CEO and co-founder of Phunware. "The latest quarter closed with nearly $11 million in Backlog and accelerated our Net Revenues composition specific to the use of our Multiscreen-as-a-Service (MaaS) platform for mobile to more than 90% of Net Revenues." The Company expects to see a flat to slightly down net revenues total for the coming quarter, which it believes to represent a bottom for the year and a Net Revenues base from which it will re-accelerate its growth sequentially during both the third quarter and fourth quarter thereafter. "We are pleased to have achieved year-over-year margin improvements of nearly 800 basis points and a 54% reduction in cash used in operations during the comparable period inclusive of the COVID-19 pandemic," said Matt Aune, CFO of Phunware. "We have strengthened our balance sheet and provided increased operational flexibility and runway, all while laser focused on executing against our existing customer contracts, aggressively pursuing new business opportunities and partnerships and successfully launching new MaaS platform products and solutions within our Healthcare, Smart Cities, Corporate Campus and Political Advocacy verticals." A full-text copy of the Quarterly Report is available for free at the Securities and Exchange Commission's website at: https://is.gd/JJEYlU About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com/-- is a Multiscreen-as-a-Service (MaaS) company, a fully integrated enterprise cloud platform for mobile that provides companies the products, solutions, data and services necessary to engage, manage and monetize their mobile application portfolios and audiences globally at scale. Phunware incurred a net loss of $12.87 million in 2019 compared to a net loss of $9.80 million in 2018. As of Dec. 31, 2019, the Company had $29.05 million in total assets, $25.02 million in total liabilities, and $4.03 million in total stockholders' equity. Marcum LLP, in Houston, TX, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 30, 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. PIER 1 IMPORTS: Ropes, McGuire Represent Retail Funding, Oaktree ---------------------------------------------------------------- In the Chapter 11 cases of Pier 1 Imports, Inc., et al., the law firms of McGuireWoods LLP and Ropes & Gray LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing Retail Funding, LLC and Oaktree Value Opportunities Fund, L.P. In or around February 2020, the Term Lenders engaged Ropes & Gray and McGuireWoods to represent them in connection with these chapter 11 cases. As of the date of this Statement, Counsel represents only the Term Lenders and does not represent or purport to represent any persons or entities other than the Term Lenders in connection with these chapter 11 cases. In addition, the Term Lenders do not represent or purport to represent any other persons or entities in connection with these chapter 11 cases. As of May 27, 2020, each Term Lender and their disclosable economic interests are: Retail Funding (P1), LLC c/o Hilco Global 5 Revere Dr., Suite 206 Northbrook, IL 60062 * Aggregate Principal Amount of Term Loan Obligations: $21,453,834.40 Oaktree Value Opportunities Fund, L.P. c/o Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 * Aggregate Principal Amount of Term Loan Obligations: $19,994,062.00 Upon information and belief formed after due inquiry, Counsel does not hold any claim against or interests in the Debtors or their estates. Ropes & Gray's address is 1211 Avenue of the Americas, New York, New York 10036. McGuireWoods' address is Gateway Plaza, 800 East Canal Street, Richmond, Virginia 23219. The information contained herein is provided only for the purpose of complying with Bankruptcy Rule 2019 and is not intended for any other use or purpose. Nothing contained in this Statement should be construed as a limitation upon, or waiver of, any rights of any Term Lender to assert, file and/or amend any claim in accordance with applicable law and any orders entered in these chapter 11 cases. Counsel reserves the right to amend this Statement as may be necessary in accordance with the requirements set forth in Bankruptcy Rule 2019. Counsel submits this Statement out of an abundance of caution, and nothing herein should be construed as an admission that the requirements of Bankruptcy Rule 2019 apply to Counsel's representation of the Term Lenders. Co-Counsel to Retail Funding (P1), LLC and Oaktree Value Opportunities Fund, L.P. can be reached at: Douglas M. Foley, Esq. Sarah B. Boehm, Esq. McGuireWoods LLP Gateway Plaza 800 East Canal Street Richmond, VA 23219 Telephone: (804) 775-1000 Email: dfoley@mcguirewoods.com sboehm@mcguirewoods.com - and - Gregg M. Galardi, Esq. Daniel G. Egan, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 Telephone: (212) 596-9000 Email: Gregg.Galardi@ropesgray.com Daniel.Egan@ropesgray.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/iBR5u9 About Pier 1 Imports Founded with a single store in 1962, Pier 1 Imports, Inc. (OTCPK:PIRRQ) -- http://www.pier1.com/-- is a leading omni-channel retailer of unique home decor and accessories. Its products are available through approximately 930 Pier 1 stores in the U.S. and online at pier1.com. Pier 1 Imports and seven affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 20-30805) on Feb. 17, 2020, to pursue a sale of the assets. Pier 1 Imports disclosed $426.6 million in assets and $258.3 million in debt as of Jan. 2, 2020. Judge Kevin R. Huennekens oversees the cases. A&G Realty Partners is assisting Pier 1 Imports with its previously announced store closures and lease modifications. Pier 1 Imports landlords are encouraged to contact A&G Realty Partners through its website, http://www.agrep.com/ Kirkland & Ellis LLP and Osler, Hoskin & Harcourt LLP serve as legal advisors to Pier 1 Imports and its affiliated debtors in the U.S. and Canada, respectively. The Debtors tapped AlixPartners LLP as restructuring advisor; Guggenheim Securities, LLC as investment banker; and Epiq Bankruptcy Solutions as claims agent. PIER 1 IMPORTS: Wind-Down of Operations & Store Closings Approved ----------------------------------------------------------------- Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized Pier 1 Imports, Inc. and affiliates (i) to wind-down their operations; and (ii) to conduct store closings. The Debtors' implementation and effectuation of the Wind-Down is approved, pursuant to section 105(a) and 363(b) of the Bankruptcy Code. They are authorized to take any and all actions consistent with the Final DIP Order that are necessary or appropriate in the exercise of their reasonable business judgment to implement the Wind-Down. Subject to the Order, in the event of a conflict between any of the terms and its provisions, on the one hand, and any of the terms and provisions of the Store Closing Order, the Statement of Work, or the Sale Guidelines on the other hand, the terms and provisions of the Order will control. The Debtors may conduct the Wind-Down in accordance with the agreed to Wind-Down Budget. The Wind-Down Budget will be consistent with the Term Sheet and the Final DIP Order, as modified by the Term Sheet, to efficiently and effectively implement the Wind-Down. The Debtors are authorized (but not required) to immediately conduct the Store Closings at the Additional Closing Stores in accordance with the Order, the Store Closing Order, the Sale Guidelines (as may be modified by Side Letters), and the Statement of Work. Paragraph 5 of the Sale Guidelines approved in the Store Closing Order will be modified with respect to the Additional Closing Stores to allow Consultant to advertise the Sales as "going out of business" or similarly themed sales. The Debtors may cease a Store Closing at any Additional Closing Store at any time if they determine in the exercise of their reasonable business judgment that doing so may result in a more value-maximizing going-concern transaction, on no less than five days' notice to the counterparty of the applicable Additional Closing Store. The commencement of store closings, including as "going out of business" or similarly-themed sales, at any store will not preclude, hinder, or otherwise limit the Debtors' ability to cease the Store Closings and include such stores as part of a going-concern sale transaction. The Debtors are authorized to discontinue operations at the Additional Closing Stores in accordance with the Order, the Store Closing Order, and the Sale Guidelines. The Debtors have represented that they are neither selling nor leasing personally identifiable information pursuant to the Motion, although the Consultant will be authorized to distribute emails and promotional materials to the Debtors' customers consistent with their existing policies on the use of consumer information. The Debtors are authorized to enter into the Statement of Work, and the Statement of Work, is approved in all respects. In accordance with Section 5 of the Statement of Work, the Consultant is authorized to supplement the Merchandise in the Closing Stores with Additional Consultant Goods. The Debtors are authorized, with consent of the DIP Agents and after consultation with the Creditors' Committee, to abandon any Merchandise, personal property, and FF&E at the Additional Closing Stores, the Corporate Offices, and/or the Distribution Centers as well as any Burdensome Property, including, but not limited to, property held by shippers or agents of the Debtors. The Wind-Down Incentive Program is approved in its entirety. The Debtors are authorized to pay awards under the Wind-Down Incentive Program to the extent provided for in the Wind-Down Budget. For the avoidance of doubt, and notwithstanding anything in the Order or in the Motion to the contrary, no insiders will participate in the Wind-Down Incentive Program. The Wind-Down (and the Debtors' sending WARN notices to employees) will be deemed a non-voluntary termination of all existing employees. The Debtors may make payments under the Non-Insider Employee Severance Program to the extent provided for in the Wind-Down Budget. For the first 30 days from the date of the Order, the Debtors will accept returns of merchandise sold by the Debtors in the ordinary course prior to any Sale Commencement Date. All in-store sales in Additional Store Closings will be "as is" and final. Returns related to the purchases made in Additional Store Closings will not be accepted, except as set forth in the Order. For the first 30 days from the date of entry of the Order, the Debtors will continue to accept their validly-issued gift certificates, gift cards, and loyalty certificates issued prior to the Sale Commencement Date in their e-commerce business and with respect to stores that have reopened prior to entry of the Order in the ordinary course of business. The Authorized Approvers on the list are authorized to issue Critical Third-Party Notices to vendors and any service providers whose services are covered by the Wind-Down Budget, and the Debtors are authorized, but not directed, to make payments to parties so notified consistent with the Wind-Down Budget. The dates of the Bid Deadline, Auction, and Sale Hearing as set forth in the Bidding Procedures Order are amended as follows: a. Bid Deadline: July 1, 2020, at 5:00 p.m. (ET) b. Auction: July 8, 2020, at 10:00 a.m. (ET), or as may be adjourned to such later date by the Debtors c. Sale Hearing: July 15, 2020 at a time to be determined, or such other date and time that the Court may later direct and as agreed upon by the Debtors The Bidding Procedures Order applies to the Asset Sales contemplated by the Motion. For the avoidance of doubt, any order approving the Asset Sale will not impair the Wind-Down. The Debtors are directed to make Deferred Rent Payments to Consenting Landlords for Deferred Rent Claims in accordance with the Wind-Down Budget and the following procedures: a. The Debtors will file Rejection Notice for all stores on uly 10, 2020 consistent with the Lease Rejection Procedures Order. b. Any landlord objecting to the proposed rejection date on the grounds that it is beyond the 365(d)(4) Deadline will notify the Debtors' counsel by email or mail to Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Joshua A. Sussberg, P.C., Emily E. Geier, and AnnElyse Scarlett Gains; Kirkland & Ellis LLP, 300 North LaSalle Street, Chicago, Illinois 60654, Attn: Joshua M. Altman and Charles Sterrett, and Kutak Rock LLP, 901 East Byrd Street, Suite 1000, Richmond, Virginia 23218, Attn: Michael A. Condyles, Peter J. Barrett, Jeremy S. Williams, and Brian H. Richardson of their decision to opt out of the later rejection date prior to July 24, 2020. c. Any landlord that executes an Opt-Out Notification that does not subsequently agree to such proposed rejection date will have their Deferred Rent Claims treated as all other administrative claims in these chapter 11 cases. The Debtors will work with the landlord to vacate the premises as soon as possible on the 365(d)(4) Deadline. d. Any landlord that does not send an Opt-Out Notification prior to July 24, 2020 will waive any objection to the rejection date set forth on the Rejection Notice and will receive payment of the Deferred Rent amounts on or prior to Sept. 12, 2020. For all such leases, the rejection date will be that set forth in the Rejection Notice, or as otherwise agreed to between the parties, consistent with the Lease Rejection Procedures Order. For the avoidance of doubt, to the extent the Debtors retain possession of a leased premises beyond the 365(d)(4) Deadline, the Debtors will continue to make payments of all rent obligations under each applicable lease in the ordinary course of business. For the avoidance of doubt, the Debtors will ensure that the Store Closings comply with all state or local safety laws and ordinances related to COVID-19, such as the use of personal protective equipment, where required. To the extent the Debtors owe outstanding post-petition rent obligations arising prior to the Limited Operation Period, the Debtors are directed to make all such payments in accordance with the Wind-Down Budget. Notwithstanding Bankruptcy Rule 6004(h), the Order will take effect immediately upon its entry. Notice of the Motion as provided therein is deemed good and sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Bankruptcy Rules of the Court are satisfied by such notice. Notwithstanding Bankruptcy Rules 6003(b) and 6004(h), the terms and conditions of the Order are immediately effective and enforceable upon its entry. Cause exists to shorten the notice period set forth in Bankruptcy Rule 2002, to the extent applicable. The requirement under Local Bankruptcy Rule 9013-1(G) to file a memorandum of law in connection with the Motion is waived to the extent necessary. Consistent with the Final DIP Order and as adequate protection for the claims of the Texas Taxing Authorities, the Debtors will fund a segregated account in an amount not to exceed $1,474,679 from the proceeds of the non-ordinary course sale of any of the Debtors' assets located in the state of Texas that occurs after the Petition Date. Within 30 days of the conclusion of the Sale, the Debtors will file with the Court a summary report of the store closing process. A copy of the Statement of Work is available at https://tinyurl.com/ydb58tp5 from PacerMonitor.com free of charge. About Pier 1 Imports Founded with a single store in 1962, Pier 1 Imports, Inc. (OTCPK: PIRRQ) -- http://www.pier1.com/-- is a leading omni-channel retailer of unique home decor and accessories. Its products are available through approximately 930 Pier 1 stores in the U.S. and online at pier1.com. Pier 1 Imports and seven affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 20-30805) on Feb. 17, 2020, to pursue a sale of the assets. Pier 1 Imports disclosed $426.6 million in assets and $258.3 million in debt as of Jan. 2, 2020. Judge Kevin R. Huennekens oversees the cases. A&G Realty Partners is assisting Pier 1 Imports with its previously announced store closures and lease modifications. Pier 1 Imports landlords are encouraged to contact A&G Realty Partners through its website, http://www.agrep.com/ Kirkland & Ellis LLP and Osler, Hoskin & Harcourt LLP serve as legal advisors to Pier 1 Imports and its affiliated debtors in the U.S. and Canada, respectively. The Debtors tapped AlixPartners LLP as restructuring advisor; Guggenheim Securities, LLC, as investment banker; and Epiq Bankruptcy Solutions as claims agent. PLATINUM GROUP: Plans $2M Non-Brokered Private Placement -------------------------------------------------------- Platinum Group Metals Ltd. reports that the Company intends, subject to regulatory approval, to offer and sell an aggregate of 1,428,600 common shares of the Company at price of US$1.40 each for gross proceeds of US$2.0 million. An existing major beneficial shareholder of the Company, Hosken Consolidated Investments Limited, is expected to participate in the Private Placement. The Company intends to use the net proceeds of the Private Placement for its share of costs on the Waterberg Project and for general corporate and working capital purposes. Closing of the Private Placement is subject to customary closing conditions, including stock exchange approvals. Securities purchased pursuant to the Private Placement may not be traded for a period of four months plus one day from the closing of the Private Placement. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of such Act. About Platinum Group Metals Headquartered in British Columbia, Canada, Platinum Group Metals Ltd. -- http://www.platinumgroupmetals.net/-- is a platinum and palladium focused exploration, development and operating company conducting work primarily on mineral properties it has staked or acquired by way of option agreements or applications in the Republic of South Africa and in Canada. The Company's sole material mineral property is the Waterberg Project. The Company continues to evaluate exploration opportunities both on currently owned properties and on new prospects. PricewaterhouseCoopers LLP, in Vancouver, Canada, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Nov. 25, 2019, citing that the Company has suffered recurring losses from operations and has significant amounts of debt payable without any current source of operating income. The Company also has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Platinum Group reported a net loss of $16.77 million for the year ended Aug. 31, 2019, compared to a net loss of $41.02 million for the year ended Aug. 31, 2018. As of Aug. 31, 2019, Platinum Group had $43.66 million in total assets, $44.82 million in total liabilities, and a total shareholders' deficit of $1.16 million. POET TECHNOLOGIES: Buyer Delays Final Payment for DenseLight Unit ----------------------------------------------------------------- POET Technologies Inc. received notice confirming a delay of the final payment in connection with the sale of its Singapore-based DenseLight subsidiary, which was due on May 31, 2020. The Buyer cited the wide-ranging impacts that COVID-19 has had on businesses globally and the lengthy administrative process associated with transfers of funds outside of China. The Company is continuing to work closely with the Buyer to address the current challenges associated with the transfer of the final payment and remains confident the remaining balance and timing will be resolved in a mutually beneficial manner. About POET Technologies POET Technologies -- http://www.poet-technologies.com/-- is a design and development company offering integration solutions based on the POET Optical Interposer, a novel platform that allows the seamless integration of electronic and photonic devices into a single multi-chip module using advanced wafer-level semiconductor manufacturing techniques and packaging methods. POET's Optical Interposer eliminates costly components and labor-intensive assembly, alignment, burn-in and testing methods employed in conventional photonics. The cost-efficient integration scheme and scalability of the POET Optical Interposer brings value to any device or system that integrates electronics and photonics, including some of the highest growth areas of computing, such as Artificial Intelligence (AI), the Internet of Things (IoT), autonomous vehicles and high-speed networking for cloud service providers and data centers. POET is headquartered in Toronto, with operations Allentown, PA and Singapore. POET Technologies reported a net loss of US$5.95 million for the year ended Dec. 31, 2019, compared to a net loss of US$16.32 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had US$24.08 million in total assets, US$5.04 million in total liabilities, and US$19.04 million in shareholders' equity. As of March 31, 2020, the Company had US$21.21 million in total assets, US$4.36 million in total liabilities, and US$16.85 million in shareholders' equity. POLA SUPERMARKET: Nery DeLeon Objects to Plan & Disclosures ----------------------------------------------------------- Nery DeLeon, by and through her counsel Scura, Wigfield, Heyer, Stevens & Cammarota, LLP, objects to the Disclosure Statement; confirmation of the Joint Plan of Liquidation of Debtors Pola Supermarket Corp., C&N New York Food Corp., and Melin Food Corp.; and substantial consolidation. Nery DeLeon objects as follows: * Substantial consolidation is improper whereas the sole basis for substantial argument asserted is that all Allowed Claims in the Melin Chapter 11 case must be addressed to properly administer the joint Chapter 11 proceedings. Melin, however, has no assets; yet burdens the other estates with $128,128.26 unsecured claim. * The Disclosure Statement simply asserts that the Debtors completed their final reconciliation of the prepetition claims of Joaquin Vasquez and have concluded that his advances were repaid, and no further claims exist. Yet no explanation was made as to when he was repaid and from what source. * Nery DeLeon asserts an equity interest in the Debtors. All surplus must be held until further order of the Court. * Objection is made to immediate disbursement of distributions under the Plan upon the Effective Date. A full-text copy of Nery DeLeon's objection to the Plan and Disclosure Statement dated May 15, 2020, is available at https://tinyurl.com/y7qcx45a from PacerMonitor at no charge. Attorneys for Nery DeLeon: SCURA, WIGFIELD, HEYER, STEVENS, & CAMMAROTA 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: (973) 696-8391 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. PRAIRIE STAR: Wobig Buying Lancaster Property for $470.5K --------------------------------------------------------- Prairie Star Land, LLC, asks the U.S. Bankruptcy Court for the District of Nebraska to authorize the sale of the real property legally described as Section 27, Township 10, Range 5, 6th Principal Meridian, Lot 16 NE & SW 1/4 NE 1/4, Lancaster County, Nebraska, to Randall D. Wobig for $470,522, pursuant to their Commercial Purchase Agreement. Said purchase price is based upon $6,202.50 per acre for 75.86 acres. Farm Credit Services of America, FLCA, consents to the sale. The real property will be sold after the objection time has run, free and clear of any lien, claim, or encumbrance of any party. The closing costs, real estate taxes and all costs will first be deducted from the proceeds and the balance of the proceeds will be paid to the secured creditor, Farm Credit. Pursuant to Rule 6004-1, tax consequences of the sale of the real property described are: A. Tax Cost Basis of Property: Pass-through circumstance; tax consequences to occur to members of the Debtor. B. Estimated Projected Costs of Sale ($32,919): 1. Delinquent Taxes - $8,022 2. Title Insurance - 625 3. State Documentary Tax - 1,060 4. Escrow Closing Fee - 213 5. Commission - 23,000 C. Estimated Anticipated Capital Gain/Loss: Pass-through to members of the Debtor; will be the responsibility of the members of the Debtor. D. Estimated Anticipated Net Taxable Income from Sale After Adjustments: unknown until December because net taxable would be determined after the end of taxable year and will pass-through to members of the Debtor. A copy of the Agreement is available at https://tinyurl.com/y8t6u6f2 from PacerMonitor.com free of charge. Counsel for Debtor: John C. Hahn, Esq. WOLFE, SNOWDEN, HURD, AHL, SITZMANN, TANNEHILL & HAHN, LLP Wells Fargo Center 1248 O Street, Suite 800 Lincoln, NE 68508-1424 Telephone: (402) 474-1507 Facsimile: (402) 474-3170 E-mail: Jhahn@wolfesnowden.com The Chapter 12 bankruptcy case is In re Prairie Star Land, LLC (Bankr. D. Neb. Case No. BK 19-41395). PROPERTY VENTURES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Property Ventures, LLC 2411 O Street Omaha, NE 68107 Business Description: Property Ventures is the owner of a property located at 5002-06 S. 24th St Omaha, NE 68107. The Debtor previously sought bankruptcy protection on Dec. 13, 2017 (Bankr. D. Neb. Case No. 17-81762). Chapter 11 Petition Date: June 8, 2020 Court: United States Bankruptcy Court District of Nebraska Case No.: 20-80750 Debtor's Counsel: Patrick R. Turner, Esq. TURNER LEGAL OMAHA, LLC 139 S. 144th Street #665 Omaha, NE 68010 Tel: 402-690-3675 E-mail: pturner@turnerlegalomaha.com Total Assets as of May 31, 2020: $318,708 Total Liabilities as of May 31, 2020: $6,210,101 The petition was signed by Lisa Rezac, Trustee, Gloria Ann Murante Intervivos Trust. 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/qvxTuH PUERTO RICO: Ambac Files Complaint Against Oversight Board ---------------------------------------------------------- Ambac Financial Group, Inc., a financial services holding company whose subsidiaries include Ambac Assurance Corporation, a guarantor of financial obligations in run-off ("Ambac Assurance"), on May 26, 2020, disclosed that Ambac Assurance has filed a complaint in the United States District Court for the District of Puerto Rico against the Financial Oversight & Management Board for Puerto Rico ("the Oversight Board"). The complaint seeks a declaration that Titles I, II, and III of the bespoke federal statute enacted in 2016 to enable Puerto Rico to restructure its debts, the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"), are unconstitutional and unenforceable on the ground that they violate the uniformity requirement of the U.S. Constitution's Bankruptcy Clause. Under this clause, the United States Congress may legislate on the subject of bankruptcies, but all such laws must be uniform. This is designed to prevent the enactment of one-off bankruptcy rules customized to specific debtors. By virtue of PROMESA, Congress has singled out the Commonwealth of Puerto Rico and its instrumentalities for special treatment as a debtor, in stark contrast to the requirements of the U.S. Constitution. Elizabeth Prelogar, Partner at Cooley LLP representing Ambac in this complaint, said, "Armed with PROMESA provisions that apply only to Puerto Rico and to no other territory or municipal debtor, the Oversight Board has steered Puerto Rico's bankruptcy far afield from any prior restructuring proceeding. No creditors of any other territory, municipality, or governmental debtor have been subject to the sort of discriminatory treatment being faced by creditors of the Commonwealth—and the Constitution requires uniform bankruptcy laws to guard against this result." The Oversight Board's contentions regarding the scope of its powers under PROMESA are disputed by multiple parties in the ongoing Title III cases, including Ambac and the government of Puerto Rico. But they illustrate how PROMESA's unique provisions have already skewed the bankruptcy process to the detriment of Commonwealth creditors and the people of Puerto Rico, requiring creditors to defend against unprecedented incursions on their property and other legal rights. Meanwhile the Oversight Board continues to spend hundreds of millions of Puerto Rico taxpayer dollars on legal and other advisors, despite calling for austerity measures and cuts to pensioner payments. Decisions under PROMESA have had broad-sweeping negative impacts on the U.S. municipal market, upending longstanding investor expectations. No matter the ultimate outcome of the various disputes about the Board's authority under PROMESA, these disputes illustrate how PROMESA, as applied by the Oversight Board, departs from ordinary debt-adjustment proceedings, with consequences that become ever more injurious as the cases proceed. Under existing bankruptcy laws, no other territory, governmental entity, or Chapter 9 debtor could threaten creditors with putative powers to dictate priorities in contravention of state or territorial law, to pick and choose which creditors to pay with impunity while obtaining a discharge, or to impose allocations of assets and available funding for debt service without meaningful judicial scrutiny. About Ambac Ambac Financial Group, Inc. ("Ambac" or "AFG"), headquartered in New York City, is a financial services holding company whose subsidiaries include Ambac Assurance Corporation, a guarantor of financial obligations in run-off. Ambac's common stock trades on the New York Stock Exchange under the symbol "AMBC". About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Kramer Levin Naftalis & Frankel LLP and Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $4.4 billion of GO Bonds, COFINA Bonds, and other bonds issued by Puerto Rico and other instrumentalities. White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, and Monarch Alternative Capital LP. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed an official committee of retirees and an official committee of unsecured creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. PURDUE PHARMA: Eisenberg Represents Committee on Accountability --------------------------------------------------------------- In the Chapter 11 cases of Purdue Pharma L.P., et al., the law firm of Eisenberg & Baum, LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the Ad Hoc Committee on Accountability. Since February 2018, Michael S. Quinn of Eisenberg & Baum, LLP has represented certain members of the Ad Hoc Committee regarding various issues unrelated to the Debtors. On September 15, 2019, the Debtors filed the Bankruptcy Cases. Since the Filing Date, E&B has provided bankruptcy related advise to members of the Ad Hoc Committee. In May 2020, E&B entered into retainer arrangements with the members of the Ad Hoc Committee for representation of the Committee in the Bankruptcy Cases. E&B does not represent, nor purport to represent, any entities or individuals, other than the Ad Hoc Committee and members therein, in connection with the Bankruptcy Cases. E&B does not represent the Ad Hoc Committee as a "committee" as such term is used in the 11 U.S.C. §§ 101 et seq. and the Bankruptcy Rules and does not undertake to represent the interests of, or act as a fiduciary for, any creditor, party in interest or other entity that has not entered into a retention agreement with E&B. As of May 28, 2020, the Ad Hoc Committee Members and their disclosable economic interests are: Nan Goldin 278 Clinton Avenue Brooklyn, NY 11205 * Unliquidated, unsecured claims on the basis of personal injury claims against the Debtors, compensatory and punitive damages. Edward J Bisch 166 E Country Club Dr Westhampton, NJ 08060 * Unliquidated, unsecured claims on the basis of wrongful death and loss of consortium claims against the Debtors, compensatory and punitive damages. Emily Walden 10700 Tall Tree Court Louisville, KY 40241 * Unliquidated, unsecured claims on the basis of wrongful death claims against the Debtors, compensatory and punitive damages. Barbara Van Rooyan 8 Delphinus Irvine, CA 92603 * Unliquidated, unsecured claims on the basis of wrongful death and loss of consortium claims against the Debtors, compensatory and punitive damages. Cynthia Munger 31 Louella Court Wayne, PA 19087 * Unliquidated, unsecured claims on the basis of personal injury claims against the Debtors, compensatory and punitive damages. The information contained in Exhibit A is based on the information provided by the Ad Hoc Committee members and is intended only to comply with Rule 2019 and for no other purpose. E&B does not make any representation regarding the validity, amount, allowance or priority of such claims and reserves all rights with respect thereto. Counsel to Ad Hoc Committee on Accountability can be reached at: Eisenberg & Baum, LLP Michael S. Quinn, Esq. Eric Baum, Esq. Paul A. Rachmuth, Esq. 24 Union Square East, Fourth Floor New York, NY 10003 Tel: (212) 353-8700 E-mail: mquinn@eandblaw.com prachmuth@eandblaw.com ebaum@eandblaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/QoH5Tv About Purdue Pharma Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell LLP and Dechert LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Prime Clerk LLC as claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A. represent the official committee of unsecured creditors appointed in Debtors' bankruptcy cases. David M. Klauder, Esq., was appointed as fee examiner. The fee examiner is represented by Bielli & Klauder, LLC. PURPLE LINE TRANSIT: S&P Cuts Senior-Lien Revenue Bond Rating to B+ ------------------------------------------------------------------- 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 the $875 million Transportation Infrastructure Finance and Innovation Act (TIFIA) secured loan due September 2050 to 'B+' from 'BB'. The action reflects that settlement negotiations have not produced a clear path forward for the project. 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. There is no material update on the resolution of the construction contract termination notice and less than three weeks remain for PLTP/MDOT to resolve the dispute. Following intent to terminate construction contract notice in early May, PLTP had 50 days to evaluate three options: reach a resolution with project parties/DB contractor withdraws the notice; replace the DB contractor; or unconditionally terminate the P3 agreement. This deadline ends June 20th. PLTP and MDOT/Transportation Secretary say they are committed to reach a settlement, according to a joint press release published yesterday. But there is no visibility into whether there has been substantive progress on negotiations, and 12 business days remain before June 20. S&P also notes the construction contractor was not part of the press release. There is no indication from the contractor on the progress of discussion and their intention/willingness to carry through either with its termination or continuation. As such, there is heightened uncertainty around the resolution, future of the project, and repayment of debt service/debt. About $300 million of the project's bond proceeds have been spent on the project and the next debt service is due at the end of September 2020. The ratings remain on CreditWatch with negative implications. S&P will revise the ratings once PLTP provides an update on the June 20th deadline. S&P could lower the rating by multiple notches if the project parties cannot resolve the disputes because there is insufficient liquidity to replace the construction contract or if it terminates its work on the delayed project and if termination provisions are triggered and there are legal disputes that make it likely lenders will not be repaid. S&P could also lower the rating if a resolution is reached but the rating agency views the budget and schedule relief to be inadequate despite agreement to continue the project. QUALTEK USA: Moody's Alters Outlook on B3 CFR to Negative --------------------------------------------------------- Moody's Investors Service changed QualTek USA, LLC's outlook to negative from stable. At the same time, Moody's affirmed QualTek's B3 Corporate Family Rating, B3-PD Probability of Default Rating and the B3 rating on its $380 million first lien term loan. "QualTek's outlook was changed to negative to reflect its expectation for weaker operating results, credit metrics and tighter liquidity in 2020 due to debt financed acquisitions, increased costs and work delays related to the impact of the coronavirus," said Michael Corelli, Moody's Senior Vice President and lead analyst for QualTek USA, LLC. Affirmations: Issuer: QualTek USA, LLC Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Issuer: BCP QualTek Merger Sub, LLC Gtd. Senior Secured 1st Lien Term Loan B , Affirmed B3 (LGD4) Outlook Actions: Issuer: BCP QualTek Merger Sub, LLC Outlook, Changed To Negative From Stable Issuer: QualTek USA, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE QualTek's B3 corporate family rating reflects its relatively small scale and limited end market and customer diversity, with the majority of its revenues generated by providing services to two major telecommunications and media companies, and one major power company. The rating also reflects the company's history of debt financed acquisitions, its elevated leverage, low interest coverage, relatively weak funds from operations as a percentage of outstanding debt, and its exposure to the cyclicality of capital spending in the telecommunications sector and unpredictable storm events. The rating is supported by its solid market position as a provider of services to blue chip customers in the North American telecommunications and power sectors, which should provide growth opportunities as capital spending rises in these sectors. QualTek's outstanding borrowings increased substantially in 2019 as it used incremental term loan borrowings of $100 million and $25 million of proceeds from preferred stock issuance to fund more than $75 million of acquisitions, contingent payments from prior year acquisitions and to absorb operating cash outflows. The incremental debt along with further contingent payments due in 2020 and Moody's expectation that QualTek's 2020 operating performance will be weaker than previously anticipated will lead to weaker credit metrics and tighter liquidity. The majority of QualTek's work is considered essential and it has been able to continue operating despite coronavirus-related shutdowns in other sectors. However, its operating results will still be negatively impacted by increased costs and inefficiencies and project delays related to social distancing measures and permitting issues resulting from the impact of the coronavirus. QualTek's credit metrics will likely exceed Moody's downward ratings triggers of an adjusted leverage ratio (Debt/EBITDA) above 6.0x and interest coverage (EBITA/Interest Expense) below 1.5x in 2020 and could lead to a downgrade if there is no significant improvement in these metrics and the company's liquidity profile in 2021. While the company will be hurt by some temporary issues in 2020, it should benefit longer term from elevated spending in the North American telecommunications sector driven by the fiber build out along with investments in wireless infrastructure to support increased data traffic, higher demand for faster speeds and the rollout of 5G. QualTek is expected to maintain adequate liquidity and has no meaningful debt maturities prior to the maturity of its $90 million asset based revolving credit facility in July 2023. The company had less than $1 million in cash and $28 million of availability on its revolver which had $60 million of borrowings outstanding as of March 2020. The company has low capital spending requirements since it relies on subcontractors to perform a meaningful portion of its work, but it is uncertain as to whether it will generate free cash flow in 2020 due to required principal payments of $9.6 million and potential investments in working capital. The negative ratings outlook presumes the company's operating results, credit metrics and liquidity profile will be weaker than previously anticipated in 2020. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade is unlikely in the near-term but could occur if the company enhances its scale and end market diversity, its operating performance, credit metrics and liquidity strengthen, and it consistently generates positive free cash flow. A leverage ratio sustained below 4.5x, interest coverage above 2.0x and mid double-digit EBITDA margins could support an upgrade. However, QualTek's relatively small scale will limit its upside ratings potential. Negative rating pressure could develop if the company has a weaker than expected operating performance that results in negative free cash flow and its leverage ratio is sustained above 6.0x or the interest coverage ratio below 1.5x. A moderate reduction in borrowing availability or liquidity could also result in a downgrade. The principal methodology used in these ratings was Construction Industry published in March 2017. QualTek USA, LLC, headquartered in King of Prussia, PA, provides engineering, infrastructure assessment, installation, project management, fulfillment, business continuity and disaster recovery services to the North American telecommunications and power sectors. The company generated revenues of about $700 million during the twelve months ended March 31, 2020. Brightstar Capital Partners is the majority owner of QualTek. RALSTON GA: S&P Lowers 2014A Bond Rating to 'D' on Missed Payment ----------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'D' from 'CC' on Columbus Downtown Development Authority, Ga.'s series 2014A senior housing rental revenue bonds, issued for Ralston GA LLC's Ralston Towers Project, and removed the bonds from CreditWatch, where it was placed on March 9, 2020. The rating action follows the nonpayment of principal and interest on the scheduled June 1, 2020 mandatory sinking fund payment date. According to a notice regarding scheduled payments posted by the trustee on June 1, 2020 to Electronic Municipal Market Access (EMMA), the trustee did not, and will not, make any payments under the indenture on June 1, 2020. Since S&P does not expect payment to happen within any relevant grace period, this constitutes an event of default under its criteria, titled "Timeliness Of Payments: Grace Periods, Guarantees, And Use Of 'D' And 'SD' Ratings." According to S&P Global Ratings Definitions, published Sept. 17, 2019 on RatingsDirect, an obligation rated 'D' is in default. The bond proceeds were originally used for the acquisition, rehabilitation, and equipping of a 269-unit senior housing rental facility in Columbus. The rating on the bonds was lowered to 'CC' from 'CCC-' in November 2019 following the project's second consecutive failed real estate assessment center (REAC) inspections, administered by the U.S. Department of Housing and Urban Development (HUD). REALNETWORKS INC: Has $4.6M Net Loss for Quarter Ended March 31 --------------------------------------------------------------- RealNetworks, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss attributable to RealNetworks of $4,642,000 on $43,145,000 of net revenue for the quarter ended March 31, 2020, compared to a net income attributable to RealNetworks of $1,533,000 on $39,472,000 of net revenue for the same period in 2019. At March 31, 2020, the Company had total assets of $157,907,000, total liabilities of $114,850,000, and $43,057,000 in total equity. The Company said, "We have evaluated our current liquidity position in light of our history of declining revenue and operating losses as well as our near-term expectations of net negative cash flows from operating activities. We currently believe existing unrestricted cash balances, along with current availability on our revolving line of credit, will be sufficient to allow us to meet our obligations for the next 12 months. However, our assessment is subject to inherent risks and uncertainties. Moreover, our operating forecast is partly dependent on factors that are outside of our control. Compounding these risks, uncertainties, and other factors are the potential effects of the recent coronavirus pandemic and related impacts on global commerce and financial markets. These conditions, when evaluated within the guidance of ASC 205-40, raise substantial doubt about our ability to meet our obligations over the ensuing 12 months and, therefore, to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/HV0quG RealNetworks, Inc. provides network-delivered digital media applications and services to manage, play, and share digital media. RealNetworks was founded in 1994 and is headquartered in Seattle, Washington. RESIDEO FUNDING: Moody's Lowers CFR to B1, Outlook Stable --------------------------------------------------------- Moody's Investors Service downgraded Resideo Funding Inc.'s Corporate Family Rating to B1 from Ba3, Probability of Default Rating to B1-PD from Ba3-PD, senior unsecured note rating to B3 from B1, and affirmed the Ba2 rating on the company's first lien term loans and revolving credit facility. Resideo's Speculative Grade Liquidity Rating of SGL-3 is maintained. The outlook is stable. The Corporate Family Rating downgrade reflects Moody's expectation that the company's ability to improve credit metrics will be hindered by weaker end market demand caused by the global economic slowdown. Leverage was already elevated coming into the coronavirus crisis as a result of operational difficulties in the company's Products & Solutions segment. Moody's expects Resideo's debt to EBITDA ratio (Moody's-adjusted) above 5.5x and its EBITA margin below 4.5% in 2020. These metrics are weaker than its previous expectations. In addition to weakness in credit ratios that will persist in 2020, Moody's also expects negative free cash flow, unless reimbursement payments to Honeywell can be deferred, stemming from weaker operating results. The first lien debt rating was affirmed at Ba2 given the support provided by the significant number of unsecured claims (payables, operating leases, pensions) and unsecured debt in the capital structure. The downgrade of the unsecured notes to B3 reflects the loss absorption of this class of debt given that it is structurally subordinated to $1.15 billion of first lien debt. 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 company's residential and non-residential end markets, including new construction and repair and remodeling, are affected by the shock given their sensitivity to consumer demand and sentiment and to unemployment levels. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The following rating actions were taken: Downgrades: Issuer: Resideo Funding Inc. Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Corporate Family Rating, Downgraded to B1 from Ba3 Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD5) from B1 (LGD5) Affirmations: Issuer: Resideo Funding Inc. Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD2) Outlook Actions: Issuer: Resideo Funding Inc. Outlook, Remains Stable RATINGS RATIONALE The company's B1 Corporate Family Rating is supported by: 1) its significant revenue scale and global footprint; 2) its strong market position as a provider of products and solutions in residential HVAC markets and a distributor of security and fire protection products in the professional installation channel; 3) the value of the Honeywell brand, which will be maintained by Resideo for 40 years post spin-off, and the technological expertise in manufacturing integrated home and security products; 4) governance considerations that include a financial strategy of significantly reducing leverage; 5) the majority of revenue coming from the more stable retrofit market versus new construction; 6) the variety of distribution channels, including the proprietary ADI Global Distribution business and an extensive professional contractor base, and a diverse product offering. At the same time, the ratings are constrained by: 1) high debt leverage and expectations of further weakening in credit ratios amid softer end market demand; 2) risks related to the establishment of standalone operations following the spin; 3) significant reimbursement payments for Honeywell's environmental obligations (of up to $140 million annually) constraining free cash flow; 4) intense competition within the company's product categories and the necessity of rapid technological innovation; 5) the inherent low margin profile of the distribution business; and 6) the cyclicality of residential end markets, and the resulting exposure to protracted industry downturns. The stable outlook reflects Moody's expectation that Resideo will maintain an adequate liquidity profile over the next 12 to 15 months, and lower its cost structure through its financial and operational review strategy and its coronavirus response cost reduction actions. Moody's also expects sequential improvements in underlying demand for the company's products in 2H of 2020 in line with the gradual reopening of the US economy. The SGL-3 Speculative Grade Liquidity Rating reflects Moody's expectation that Resideo will maintain an adequate liquidity profile over the next 12 to 15 months. Liquidity is supported by a cash balance of $338 million at March 31, 2020, access to the company's $350 million revolving credit facility, and the ability to defer reimbursement payments to Honeywell to prevent covenant noncompliance. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company demonstrates improvements in its operating performance including EBITA margin recovery, and maintains disciplined financial policies. Free cash flow to debt above 5%, leverage sustained well below 4.0x, good liquidity and favorable end market conditions would be important considerations for a higher rating. The ratings could be downgraded if prolonged weakness in end markets causes revenue and operating margin to contract significantly, resulting in leverage sustained above 5.5x, or liquidity deterioration, including persistent negative free cash flow or difficulties in maintaining covenant compliance. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020.6. Resideo is a provider of thermal, security and energy efficiency products, software solutions and technologies for a connected home. The company's Products and Solutions division supplies comfort, residential thermal solutions and security products, and its ADI Global Distribution business distributes security, AV and low-voltage products. The company's home solutions products are installed in 15 million homes annually, as the business operates through a network of over 110,000 professional contractors, 3,000 distributors and 1,200 original equipment manufacturers. ADI distributes in excess of 330,000 stock keeping units through over 200 locations globally. The company was spun off as the Homes business from Honeywell International, Inc. in October 2018. In the LTM period ended March 31, 2020, Resideo generated approximately $4.95 billion in revenue. RESONANT INC: Has $8.0-Mil. Net Loss for Quarter Ended March 31 --------------------------------------------------------------- Resonant Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $8,005,000 on $544,000 of revenues for the three months ended March 31, 2020, compared to a net income of $7,137,000 on $134,000 of revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $36,890,000, total liabilities of $7,332,000, and $29,558,000 in total stockholders' equity. The Company said, "As of March 31, 2020, our accumulated deficit totaled $130.5 million. In the three months ended March 31, 2020 our net loss totaled 8.0 million and we used $7.6 million of cash for operating activities, the purchase of property and equipment and expenditures for patents. To date we have not generated significant revenues to enable profitability. We expect to continue to incur significant losses. These factors raise substantial doubt regarding our ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/9g1CkR Resonant Inc., a late-stage development company, designs and develops filter designs for radio frequency (RF) front-ends used in the mobile device industry in the United States. It uses Infinite Synthesized Networks technology, a software platform that is used to configure and connect resonators, the building blocks of RF filters. The company develops a series of single-band designs for frequency bands; and multiplexer filter designs for two or more bands to address the carrier aggregation, as well as filter designs to replace various filters and associated componentry for various bands. Resonant Inc. was founded in 2012 and is headquartered in Goleta, California. RIOT BLOCKCHAIN: Further Advances Expansion of Mining Operations ---------------------------------------------------------------- Riot Blockchain, Inc., has purchased an additional 1,000 next-generation Bitmain S19 Pro (110 TH) Antminers for US$2.3 million from BitmainTech PTE. LTD. This purchase was funded using available working capital and Riot has no long-term debt. By Q4 2020, without any further miner purchases, Riot estimates its aggregate operating hash rate to be approximately 567 petahash per second ("PH/s") consuming 14.2 megawatts of power, assuming full deployment of the total 7,040 next-generation miners. This would represent an estimated 467% over Riot's average mining hash rate as of late 2019 and an efficiency rating of 38.6 joules per terahash ("J/TH") versus 98 J/TH in 2019. These new generation miners are expected to operate at nearly 467% of the late 2019 hash rate, utilizing only approximately a 50% increase in energy consumption. Riot anticipates that the additional S19 Pro (110 TH) & S19 (95 TH) 3,040 miners will be deployed as received in the second half of 2020 and are estimated to represent over 56% of Riot's total hashing capacity. These miners will be deployed at Coinmint's Massena facility pursuant to the previously disclosed hosting arrangement that Riot entered as part of its continuing efforts to significantly decrease costs of production. The May 2020 halving, the third in the network's history, means the mining reward has now been reduced from 12.5 bitcoins per block to 6.25 block rewards. Bitcoin miners continue to face pressure from the halving event which occurred in May 2020, as the event directly affected mining revenues. Mine operators that failed to upgrade to more efficient mining rigs and / or secure cheaper power may succumb to the negative effects of the halving event. In 2020, Riot reinforced its confidence in bitcoin by focusing on bitcoin mining and further investing in a full upgrade & expansion of its mining fleet with the objective of increasing operational efficiency and performance in the post-halving mining environment. By advancing on these goals with the most energy efficient miners available, Riot has established a more strategically advantageous position relative to less efficient competition. Coupled with the unique ability to efficiently access the capital markets as a Nasdaq-listed company, Riot is positioned to operate more effectively post-halving and create value for its shareholders. About Riot Blockchain Headquartered in Castle Rock, Colorado, Riot Blockchain -- http://www.RiotBlockchain.com-- specializes in cryptocurrency mining with a focus on bitcoin. Riot also holds non-controlling investments in blockchain technology companies. Riot is headquartered in Castle Rock, Colorado, and the Company's mining facility is located in Oklahoma City. Riot incurred a net loss of $20.30 million in 2019 compared to a net loss of $60.21 million in 2018. As of March 31, 2020, the Company had $37.07 million in total assets, $3.84 million in total liabilities, and $33.23 million in total stockholders' equity. ROCK POND: Refinancing to Pay Claims in Full Under Plan ------------------------------------------------------- Rock Pond Acres, LLC, submitted a Chapter 11 Plan and a Disclosure Statement. The Debtor intends to refinance its debt in order to pay all holders of claims. The Debtor will continue to pay holders of secured claims monthly an amount sufficient to cover accruing interest on their claims. Unsecured Creditors will be paid 100% of their allowed claims on (a) the Effective Date or (b) the Allowance Date, whichever is later. All unexpired leases and executory contracts will be assumed by the Debtor as of the Effective Date of the Plan. Class I consists of the Allowed Secured Claim of the Clackamas County Tax Assessor (Claim No. 5); Class II consists of the Allowed Secured Claim of AMR Investment Group LLC (Claim No. 4) and Class III consists of the Allowed Secured Claim of Michael Vandeweile (Claim No. 3). Classes I through III will be paid in full on the later of the Effective Date (within 60 days after Confirmation of this Plan) or the Allowance Date. The membership and equity interests will continue but will receive no payment for those interests until after all other Claims have been paid in full. A full-text copy of the Disclosure Statement dated May 18, 2020, is available at https://tinyurl.com/y9myc9qh from PacerMonitor.com at no charge. Attorney for the Debtor: Sally Leisure, OSB 83059 SRL Legal, LLC 25-6 NW 23rd Place, #241 Portland, OR 97210 Telephone: 503.781.8211 Email: sally@sallyleisure.com About Rock Pond Acres Rock Pond Acres, LLC, is a privately held company that is primarily engaged in renting and leasing real estate properties. Rock Pond Acres sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 20-30574) on Feb. 19, 2020. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. Judge Peter C. Mckittrick oversees the case. Sally Leisure, Esq., at SRL Legal, LLC, is the Debtor's legal counsel. RYFIELD PROPERTIES: Seeks to Hire Faye C. Rasch as Legal Counsel ---------------------------------------------------------------- Ryfield Properties, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ the Law Office of Faye C. Rasch as bankruptcy counsel. The firm will perform these legal services for Debtor: (a) advise 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; (b) assist Debtor in preparing and filing schedules and statement of financial affairs, complying with and fulfilling U.S. Trustee requirements, and preparing other documents; (c) assist Debtor in negotiations with creditors and other parties; (d) assist Debtor in the preparation of a disclosure statement and formulation of a Chapter 11 plan of reorganization; (e) advise Debtor concerning its rights and remedies in regard to adversary proceedings which may be removed to, or initiated in, the bankruptcy court; (f) prepare legal papers; and (g) represent Debtor in any proceeding or hearing in the bankruptcy court or in any action where its rights may be litigated and affected. The majority of the work will be performed by Faye Rasch, Esq., at the rate of $400 per hour. In addition, Ms. Rasch will receive reimbursement for work-related expenses. The firm received a retainer of $30,000 from Debtor. Ms. Rasch disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Faye C. Rasch, Esq. Law Office of Faye C. Rasch 600 Stewart St., Ste. 1300 Seattle, WA 98101-1255 Telephone: (646) 279-9627 Facsimile: (646) 279-9627 Email: fraschlaw@gmail.com About Ryfield Properties Ryfield Properties, Inc. is a privately held company in the quarrying business based in Quilcene, Wash. On May 7, 2020, Ryfield Properties filed a Chapter 11 bankruptcy petition (Bankr. W.D. Wash. Case No. 20-11360). The petition was signed by Katy Rygaard, Debtor's principal. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The Debtor tapped Faye C. Rasch, Esq., as its counsel. SAHBRA FARMS: July 7 Plan Confirmation Hearing Set -------------------------------------------------- On March 31, 2020, debtor Sahbra Farms, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division, an Amended Disclosure Statement for Plan of Reorganization. On May 15, 2020, Judge Alan M. Koschik approved the Disclosure Statement and ordered that: * July 7, 2020, at 10:00 a.m. in the U.S. Bankruptcy Court for the Northern District of Ohio, 260 John F. Seiberling Federal Building & U.S. Courthouse, 2 South Main Street, Akron, Ohio 44308 is the confirmation hearing to consider the request of the Debtor for confirmation of the Plan. * June 15, 2020, is fixed as the last day for filing and serving written objections to the Debtor’s request for confirmation of the Plan. * June 15, 2020, is the deadline for the receipt of ballots accepting or rejecting the Joint Plan * June 26, 2020, is the deadline for tabulating and reporting ballots received, as well as filing responses to any objections to confirmation and any briefs in support of confirmation of the Plan. A copy of the order dated May 15, 2020, is available at https://tinyurl.com/y7mbgsrh from PacerMonitor at no charge. Counsel for the Debtor: Thomas W. Coffey Coffey Law LLC 2430 Tremont Avenue Cleveland, OH 44113 Tel: (216) 870-8866 E-mail: tcoffey@tcoffeylaw.com About Sahbra Farms Sahbra Farms Inc. -- a horse breeder in Streetsboro, Ohio -- sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-51155) on May 16, 2019. In the petition signed by its president, David Gross, the Debtor disclosed $3,286,476 in assets and $2,684,224 in debts. The Hon. Alan M. Koschik is the case judge. The Debtor is represented by Thomas W. Coffey, Esq. at Coffey Law LLC. SCRANTON, PA: S&P Alters GO Debt Rating Outlook to Negative ----------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable on Scranton, Pa.'s general obligation (GO) debt. At the same time, S&P affirmed its 'BB+' long-term rating on the city's GO debt, which is secured by its full faith and credit pledge. "The outlook revision reflects our view that Scranton is facing significant fiscal and economic pressure stemming from the COVID-19 pandemic and ensuing recession," said S&P Global Ratings credit analyst Cora Bruemmer. In our view, the health and safety aspects of the pandemic and resulting shelter-in-place order indirectly affect the city's revenue-generating capacity, weakening its financial profile, and are reflected as a social factor in our analysis of environmental, social, and governance (ESG) related risks. The negative outlook reflects our view of at least a one-in-three likelihood we could take a negative rating action over the short term (generally up to one year for speculative-grade credits). "We believe that the current economic recession is likely to exacerbate the city's already weak financial position, given its reliance on economically sensitive revenues, as well as its poorly funded pension plans," said Mr. Bruemmer. The latest revisions to S&P Global Economics' U.S. forecast indicates a much steeper economic drop and a longer recovery than originally anticipated. S&P also views certain outstanding litigation to be a sizable contingent liability, which if the final ruling is against Scranton, it would cost the city up to $50 million (54% of general fund revenue). SCREENVISION LLC: Moody's Alters Outlook on B2 CFR to Negative -------------------------------------------------------------- Moody's Investors Service confirmed Screenvision, LLC's existing ratings, including the B2 Corporate Family Rating. The rating outlook was changed to negative. This concludes the review for downgrade initiated on March 27, 2020. Together with a one-notch ratings downgrade on March 27, 2020, its rating actions reflect the impact of coronavirus outbreak on Screenvision, the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. Confirmations: Issuer: Screenvision, LLC Probability of Default Rating, Confirmed at B2-PD Corporate Family Rating, Confirmed at B2 Senior Secured first lien revolver due 2023, Confirmed at B2 (LGD3) Senior Secured first lien term loan due 2025, Confirmed at B2 (LGD3) Outlook Actions: Issuer: Screenvision, LLC Outlook, Changed to Negative from Rating Under Review RATINGS RATIONALE The confirmation of the B2 CFR reflects Screenvision's diminished but sufficient liquidity to support its operating losses during the temporary theater closures and Moody's expectation that by the end of 2021 Screenvision' leverage will return to the 2018 dividend recap level (it was 3.9x as of 12/31/18, including Moody's adjustments), recovering to the pre-COVID level by 2022. The company reduced its cash burn to roughly $3 million a month and no longer has to make term loan amortization payments, having prepaid all amortization through maturity last year. With $32 million of cash and a $45 million accounts receivable balance as of March 31, 2020, Screenvision has sufficient liquidity to meet its basic cash needs during the outbreak without the need for further external financing. The negative outlook reflects Moody's expectation that Screenvision will report significantly depressed operating results in 2020 and the potential for an extended period of weak cash flow and leverage metrics as the industry recovers from the pandemic. The pandemic has led to the temporary closure of movie theaters and a decline in the financial health of the industry, which elevates the risk of possible permanent closures of some movie theaters. The secular trends within the cinema industry characterized by declining attendance will likely be exacerbated by health safety concerns in public places. Entertainment shifted to the home during the coronavirus outbreak, and there is a risk of a longer-term shift in customer behavior away from cinema. Competition from streaming services, which have increased their subscriber bases during the outbreak, is intensifying. The movie industry, and hence cinema advertisers, will be hurt if customary theatrical release windows continue to shorten as film studios increasingly release movies to online platforms concurrently with their theatrical release or very soon thereafter. Combined, these factors present substantial risks to the company over the next 12-18 months. Moody's expects that attendance will be weak in the early stages of movie theaters' phased reopenings, and recovery will be slow given the caution around health safety in public spaces and potential for an elongated period without a vaccine against the virus. Since Screenvision is ultimately compensated based on cinema attendance, the company earnings remain highly vulnerable to consumer sentiment and the public perception of health risks in theaters. In addition to health concerns, Moody's expects that when the theaters reopen, consumer discretionary spending on entertainment, including movies, will likely be hurt by weak consumer confidence and high unemployment. Combined, these factors present substantial risks to the company over the next 12-18 months. However, pent up demand for out of home entertainment and a strong movie release schedule could support attendance levels. Screenvision's B2 corporate family rating continues to reflect its relatively small revenue base, some advertiser concentration, risks related to private equity ownership and its expectation that liquidity and operating performance will deteriorate as a result of temporary theater closures due to the coronavirus pandemic. The secular trends within the cinema industry characterized by declining attendance will likely be exacerbated by health safety concerns in the public places and strengthening competition from non-movie entertainment, such as streaming services that have gained considerable subscriber base during the outbreak. The company leverage that was modest prior to the outbreak at 2.5x and 2.8x (including Moody's standard adjustments) as of FY2019 and LTM 3/2020, respectively, will nearly double as a result of the temporary theater closures and the resultant loss of revenue during the pandemic. Screenvision also remains exposed to the secular decline in cinema exhibition and will need to continue to invest in digital offerings to remain competitive in its evolving advertising environment once operations resume. The governance risk Moody's considers in Screenvision credit profile includes the potential for an aggressive financial strategy due to private equity ownership and a high likelihood of re-levering to fund dividends to the owners. This risk will likely remain in focus when the company recovers from the outbreak. The sponsor's limited time horizon and a need to recognize a robust return during its hold period will likely result in aggressive financial policies that favor shareholders over creditors. Screenvision's B2 corporate family rating continues to be supported by its well-established market position for on-screen cinema advertising and its long-term contracts with cinema owners, which provide some stability to cash flows when theaters reopen. While the company's revenue base is small, it has a solid position in its niche market. Screenvision's highly variable cost structure has enabled the company to reduce costs quickly to limit cash burn during the outbreak. The company does not face near-term debt maturities, with the $140 million term loan due in July 2025 and $30 million revolver (with approximately $10 million balance as of 3/31/20) expiring in July 2023. Screenvision's $30 million revolving credit line is small relative to Screenvision scale, and is subject to a springing maximum net first lien leverage ratio of 5.5x tested when the facility is at least 35% used, which affords only $10.5 million availability before the covenant is triggered. 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 related to entertainment and leisure 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 Screenvision' credit profile 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. In response to the federal government's recommendation that public gatherings should be restricted to ten or fewer individuals and people should engage in social distancing due to the widespread coronavirus pandemic, movie theaters and sports venue closed. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded (i) if Screnvision experiences higher than anticipated cash burn, (ii) if Moody's expects Debt-to-EBITDA to remain above 6x (Moody's adjusted) beyond 2021 year end, or (iii) there is a sharp deterioration in liquidity. Continued deterioration in the health of the exhibitors, growing number of movie theaters closing permanently and significantly depressed movie theater attendance will also likely lead to a downgrade. Although unlikely over the next 12-18 months given the negative outlook, the ratings could be upgraded over the medium term if the demand environment is supportive of revenue and earnings growth and Screenvision (i) delevers such that Debt/EBITDA is maintained under 4x (Moody's adjusted), (ii) demonstrates commitment for lower leverage and maintenance of a conservative financial profile supportive of this leverage level, and (iii) maintains Moody's adjusted FCF/Debt above 10%, with good liquidity. The principal methodology used in these ratings was Media Industry published in June 2017. Screenvision, headquartered in New York City, is a privately owned operator of a leading in-theater advertising network in the United States. The company is majority-owned by affiliates of Abry (about 74%), with ownership stakes also held by AMC Entertainment and the company's management. SEELOS THERAPEUTICS: Has $4.8-Mil. Net Loss for March 31 Quarter ---------------------------------------------------------------- Seelos Therapeutics, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss and comprehensive loss of $4,832,000 on $0 of revenue for the three months ended March 31, 2020, compared to a net loss and comprehensive loss of $35,512,000 on $0 of revenue for the same period in 2019. At March 31, 2020, the Company had total assets of $14,171,000, total liabilities of $7,406,000, and $6,765,000 in total stockholders' equity. The Company said, "As a result of our recurring losses from operations, there is uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which raises substantial doubt about our ability to continue as a going concern. If we are unsuccessful in our efforts to raise outside financing, we may be required to significantly reduce or cease operations. The report of our independent registered public accounting firm on our audited financial statements for the year ended December 31, 2019 included a "going concern" explanatory paragraph indicating that our recurring losses from operations raise substantial doubt about our ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/vnQW0W Seelos Therapeutics, Inc., a clinical-stage biopharmaceutical company, focuses on developing technologies and therapeutics for the treatment of central nervous system, respiratory, and other disorders. The company is focused on neurological and psychiatric disorders, including orphan indications. Its lead programs are SLS-002, an intranasal racemic ketamine for the treatment of suicidality in post-traumatic stress disorder and in depressive disorder; and SLS-006, a partial dopamine agonist for monotherapy in early stage Parkinson's disease patients. The company was founded in 2016 and is based in New York. SEMILEDS CORP: Simplot Taiwan, et al. Report 35.7% Equity Stake --------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of common stock of SemiLEDs Corporation as of May 26, 2020: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- Simplot Taiwan Inc. 1,489,934 35.7% J.R. Simplot Company 1,489,934 35.7% JRS Properties III LLLP 31,036 0.8% JRS Management L.L.C. 31,036 0.8% Scott R. Simplot 1,520,970 36.4% Each Reporting Person is engaged in the food and agribusiness industry as its principal business. The principal occupation of Mr. Simplot is serving as chairman of Simplot Company. A full-text copy of the regulatory filing is available for free at the Securities and Exchange Commission's website at: https://is.gd/yHytcH About SemiLEDs Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs -- http://www.semileds.com/-- develops and manufactures LED chips and LED components for general lighting applications, including street lights and commercial, industrial, system and residential lighting, along with specialty industrial applications such as ultraviolet (UV) curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting. SemiLEDs reported a net loss of US$3.56 million for the year ended Aug. 31, 2019, compared to a net loss of US$2.98 million for the year ended Aug. 31, 2018. As of Feb. 29, 2020 the Company had $14.89 million in total assets, $12.45 million in total liabilities, and $2.44 million in total equity. KCCW Accountancy Corp, in Diamond Bar, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Nov. 20, 2019, citing that the Company incurred recurring losses from operations and has an accumulated deficit, which factors raise substantial doubt about its ability to continue as a going concern. SFKR LLC: Tax Authorities Object to Disclosure Statement -------------------------------------------------------- City of Hawkins, Mineola Independent School District, Panola County and Tyler Independent School District (Tax Authorities) filed an objection to Disclosure Statement submitted by SFKR, LLC. The Tax Authorities join and adopt the objections filed by Texas National Bank., MidSouth VI REO, LLC and Austin Bank, Texas N.A. to the extent they each point out legal deficiencies in the presentation of adequate information in the Disclosure Statement. The Tax Authorities object to the inadequate disclosures regarding Class 3 (Allowed Property Tax Claims). The Disclosure Statement represents that Class 3 will be satisfied by sales of property, but doesn't acknowledge there are Court filed objections pending to current proposed sales, or how the claims of Tax Authorities will be satisfied if current or future proposed motions to sell are denied – other than the revenue from the continued operations of the business. The Tax Authorities point out that the Debtor's March Monthly Operating Report does not reflect any sale of assets, lease and rental income, or any total receipts. By its own filings, the Debtor has no revenue from continued operations of the business and its Disclosure Statement does not provide sufficient information to determine how Tax Authorities can be satisfied in 48 equal monthly payments as proposed with no continuing operations -- at least none that generate revenue. The Tax Authorities object to the Disclosure Statement regarding the absence of any explanations regarding personal property owned by the Debtor when the Debtor purports to sell personal property in various Motions and Amended Motions to Sell Property of the Estate. A full-text copy of Tax Authorities' objection dated May 15, 2020, is available at https://tinyurl.com/y82zovve from PacerMonitor at no charge. Attorneys for Tax Authorities: PERDUE, BRANDON, FIELDER, COLLINS & MOTT LLP Tab Beall P.O. Box 2007 Tyler, TX 75710-2007 Tel: (903) 597-7664 Fax: (903) 597-6298 E-mail: tbeall@pbfcm.com tylbkc@pbfcm.com About SFKR LLC SFKR, LLC, is a privately held company based in Tyler, Texas. Its business consists of the ownership of a number of pieces of commercial property. SFKR, LLC, sought Chapter 11 protection (Bankr. E.D. Tex. Case No.19-60674) on Oct. 1, 2019. In the petition signed by Shahzad Asghar, managing member, the Debtor was estimated to have assets in the range of $0 to $50,000 and $1 million to $10 million in debt. The case is assigned to Judge Bill Parker. The Debtor tapped Eric A. Liepins, Esq., at Eric A. Liepins, as counsel. SMART WORLDWIDE: S&P Withdraws 'B+' Issuer Credit Rating -------------------------------------------------------- S&P Global Ratings withdrew all of its ratings on Smart Worldwide Holdings Inc., including its 'B+' issuer credit rating, at the company's request. At the time of the withdrawal, its outlook on Smart was stable. The company repaid in full all outstanding balance under its term loan and no longer holds any rated debt as of February 28, 2020. Certain terms used in this report, particularly certain adjectives used to express S&P's view on rating relevant factors, have specific meanings ascribed to them in its criteria, and should therefore be read in conjunction with such criteria. SONOMA PHARMACEUTICALS: Signs Consulting Agreement with Dr. Northey ------------------------------------------------------------------- Sonoma Pharmaceuticals, Inc., entered into a consulting agreement with Dr. Robert Northey on May 30, 2020, pursuant to which Dr. Northey will provide consulting and advisory services in order to assist with the transition to a new research and development department. The Company will pay Dr. Northey a fee of $200 per hour. In early 2019, Sonoma Pharmaceuticals began to carefully evaluate its business with the goal of achieving and sustaining profitability. As part of this process, the Company has consolidated most of its corporate functions in its offices in Woodstock, Georgia. In May, the Company closed its offices in the Seattle, Washington area. As part of this consolidation, on May 29, 2020, Dr. Northey was released as the Company's executive vice president of research and development. Dr. Northey has agreed to stay on as a consultant to provide continuity in the Company's research and development activities. Dr. Northey has been a critical contributor to many of the Company's product development activities and the Company thanks him for all of his services over the last 17 years. The Company looks forward to ongoing collaboration. In connection with Dr. Northey's termination the Company entered into a separation and release agreement. Pursuant to the agreement Dr. Northey will receive $204,000 in cash as a separation payment plus $26,600 for accrued paid time off. The Company will continue to reimburse Dr. Northey for his health care expenses for him and his dependents for twelve months should he so elect. All outstanding time-based equity-based compensation awards granted to Dr. Northey during his employment will become fully vested and remain exercisable for the remainder of their full term. About Sonoma Sonoma Pharmaceuticals, Inc. -- http://www.sonomapharma.com/-- is a specialty pharmaceutical company dedicated to identifying, developing and commercializing unique, differentiated therapies to millions of patients living with chronic skin conditions. The Company offers early-intervention relief with virtually no side-effects or contraindications. Sonoma reported a net loss of $11.80 million for the year ended March 31, 2019, compared to a net loss of $14.33 million for the year ended March 31, 2018. As of Dec. 31, 2019, the Company had $16.49 million in total assets, $5.28 million in total liabilities, and $11.21 million in total stockholders' equity. Marcum LLP, in New York, NY, issued a "going concern" qualification in its report dated July 1, 2019, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SOPERIOR FERTILIZER: Provides Default Status Update --------------------------------------------------- SOPerior Fertilizer Corp. (TSX: SOP) is providing a default status report in accordance with the alternative information guidelines set our in National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-203"). On May 15, 2020, the Company announced (the "Default Announcement") that it had not filed its annual financial statements and management discussion and analysis for the year ended December 31, 2019, the interim financial statements and management discussion and analysis for the interim period ended March 31, 2020, together with the related certification of filings under National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the "Continuous Disclosure Documents") by the prescribed deadline of March 31, 2020 and May 15, 2020, respectively. There have been no material changes to the information contained in the Default Announcement or any other changes required to be disclosed under NP 12-203. The Company anticipates that the Continuous Disclosure Documents will be filed prior to June 13, 2020. The Company will continue to provide bi-weekly updates, as contemplated by NP 12-203, until the Continuous Disclosure Documents have been filed. In the event that the Company does not file the Continuous Disclosure Documents by June 13, 2020, the Canadian Securities Regulatory Authorities may impose an issuer cease trade order on the outstanding securities of the Company. The Company intends to satisfy the provisions of the Alternative Information Guidelines during the period it remains in default of the filing requirements. NEITHER THE TORONTO STOCK EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. About SOPerior Fertilizer Corp. SOPerior Fertilizer Corp. is a Canadian based exploration and development company with a unique opportunity to develop a SOP and alumina rich material project into long-term mining production. The Company's Blawn Mountain Project consists of four areas of surface mineable alunite mineralization in the State of Utah. Alunite is a sulfate mineral ore rich in both SOP and alumina. Located in a mining friendly jurisdiction with established infrastructure nearby, the project covers approximately 15,404 acres of state-owned land and has a known permitting process. Extensive development was completed in the 1970s including a mine plan, feasibility study and 3-year pilot plant operation. SOPerior has a highly qualified and proven management team in place with significant financial, project management and operational experience and the ability to take projects into production. SOUTH BEACH: Insider Unsecureds Won't Get Payouts But to Back Plan ------------------------------------------------------------------ South Beach Street Development, Ltd., submitted a Chapter 11 Plan and a Disclosure Statement. The Plan does not provide for any distributions to creditors except for payment of the ad valorem taxes owed to the Volusia County Tax Collector and the allowed unsecured claim of the IRS, which will likely be paid by Amarcyo, Inc. No other payments are required, so feasibility is not a concern. The secured claim of the Volusia County Tax Collector would either be paid in full by affiliates of the Debtor or provided for full payment in the Plan, and thus would be unimpaired in the Plan. The IRS has filed an unsecured claim in the amount of $9,138. The Debtor disputes the validity of this claim. The allowed unsecured claim of the IRS would either be paid in full by affiliates of the Debtor or provided for full payment in the Plan, and thus would be unimpaired in the Plan. Upon information and belief, the IRS is the Debtor's only non-insider unsecured creditor. The Debtor's insider unsecured claims total $2,565,902, all of which are related parties to the Debtor who made a series of unsecured loans to the Debtor. The insider unsecured class will not receive a distribution and will be impaired under the Plan, but the insider unsecured class is expected to vote to confirm the Plan. A full-text copy of the Disclosure Statement dated May 18, 2020, is available at https://tinyurl.com/y95s5lvt from PacerMonitor.com at no charge. Attorney for the Debtor: Richard B. Webber II, Esquire Bradley J. Anderson, Esquire Zimmerman, Kiser & Sutcliffe, P.A. P.O. Box 3000 Orlando, Florida 32802 Tel: (407) 425-7010 Fax: (407) 425-2747 About South Beach Street South Beach Street Development, Ltd., is a single asset real estate entity that exists to own 2.73 acres of real property located in Volusia County, Florida. The Property is vacant land that Debtor has owned since 2005. It purchased the Property with the goal of developing the Property for multifamily housing. The General Partner of the Debtor is South Beach Street Development, Inc., which owns one a 1% interest in the Debtor. Fabrizio Lucchese is the President of the General Partner. Jaymor Financing Partnership I, Ltd., owns the remaining 99% limited partnership interest in Debtor. South Beach Street Development filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02337) on April 23, 2020. At the time of filing, the Debtor estimated $1,000,001 to $10 million in both assets and liabilities. Bradley J Anderson, Esq., at Zimmerman Kiser & Sutcliffe, P.A., represents the Debtor. STANFORD JONES: Bankr. Administrator Has Issues With Disclosures ---------------------------------------------------------------- The Bankruptcy Administrator for the Northern District of Alabama, after having reviewed the Stanford, Jones & Loyless, LLC's Disclosure Statement and Plan, filed an objection to the Disclosure Statement. The Bankruptcy Administrator points out that: * No operating reports filed even though Disclosure Statement appears to contemplate filing. * Its analysis is inconsistent of any liquidation value. * The lease particulars are needed. * The basis of valuation and how valuation is to be accomplished are unclear. * The administrative expense language is unclear and inconsistent and a budget needed. * The balloon payment to SouthPoint Bank is unclear. * The payment to ServisFirst Bank is unclear. * The proposed source of payment and rationale for proposed payment of unsecured claims unclear. * The rationale for payment of insider compensation is unclear. About Stanford, Jones & Loyless Based in Birmingham, Ala., Stanford, Jones & Loyless, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 20-00503) on Feb. 6, 2020, listing under $1 million in both assets and liabilities. Michael E Bybee, Esq., at the Law Office of Michael E. Bybee, is the Debtor's legal counsel. STANLEY R. WOMAC: Grant, Konvalinka Represents Thurman, Sunshine ---------------------------------------------------------------- In the Chapter 11 cases of Stanley R. Womac, the law firm of Grant, Konvalinka & Harrison, P.C. submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing William Grover Thurman and Sunshine Property Group, LLC. Thurman and Sunshine are creditors of the Debtor. Thurman holds two claims against the Debtor pursuant to monies loaned as evidenced by two Promissory Notes dated November 27, 2012 and January 2, 2015. Sunshine is a creditor by virtue of its purchase of Claim No. 4 of SmartBank. Thurman is a member of Sunshine. Thurman and Sunshine do not constitute a committee and Harry R. Cash and Grant, Konvalinka & Harrison, P.C. represent them individually and independently. Thurman and Sunshine have consented to multiple representation by Harry R. Cash and the firm of Grant, Konvalinka & Harrison, P.C. in the above-referenced matter. Harry R. Cash and Grant, Konvalinka & Harrison, P.C. reserves the right to amend this verified statement as necessary. The Firm can be reached at: GRANT, KONVALINKA & HARRISON, P.C. Harry R. Cash, Esq. 633 Chestnut Street, Suite 900 Chattanooga, TN 37450-0900 Tel: 423-756-8400 Fax: 423-756-6518 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/bAFBef The Chapter 11 case is In re Stanley R. Womac (Banks. E.D. Ten. Case No 1:20-bk-10645-SDR). SUPERIOR ENERGY: Issues Added Notes Under Supplemental Indenture ---------------------------------------------------------------- As previously disclosed, SESI, L.L.C., a wholly owned subsidiary of Superior Energy Services, Inc., conducted an offer to exchange up to $635 million aggregate principal amount of SESI's outstanding 7.125% Senior Notes due 2021 for up to $635 million of newly issued 7.125% Senior Notes due 2021 and concurrent solicitation of consents to amend the liens covenant in the indenture dated as of Dec. 6, 2011, by and among SESI, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee governing the Original Notes. As part of the Exchange Offer, on Feb. 24, 2020, SESI issued $617,940,000 in aggregate principal amount of New Notes under an indenture, dated Feb. 24, 2020, by and among SESI, the guarantors named therein and UMB Bank, N.A., as trustee. Due to previously disclosed termination of the Agreement and Plan of Merger, dated Dec. 18, 2019, by and among the Company, one of the Company's subsidiaries, Forbes Energy Services Ltd., and certain of Forbes' subsidiaries, on June 3, 2020, the New Notes were automatically exchanged for an equal aggregate principal amount of Original Notes issued as "Additional Notes" under a supplemental indenture to the Original Notes Indenture. The Additional Notes were issued to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to persons outside of the United States in compliance with Regulation S under the Securities Act. The Additional Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. The Additional Notes and the Original Notes have different CUSIP numbers, but constitute a single class of securities for all purposes under the Indenture. Pursuant to the Indenture, interest on the Additional Notes will accrue at a rate of 7.125% per annum on the principal amount, payable semi-annually in arrears on June 15 and December 15 of each year, beginning June 15, 2020. About Superior Energy Services Headquartered in Houston, Texas, Superior Energy Services (NYSE: SPN) -- htttp://www.superiorenergy.com -- serves the drilling, completion and production-related needs of oil and gas companies worldwide through a diversified portfolio of specialized oilfield services and equipment that are used throughout the economic life cycle of oil and gas wells. Superior Energy incurred net losses of $255.72 million in 2019, $858.11 million in 2018, and $205.92 million in 2017. As of March 31, 2020, the Company had $1.83 billion in total assets, $249.93 million in total current liabilities, $1.28 billion in long-term debt, $134.03 million in decommissioning liabilities, $57.95 million in operating lease liabilities, $7.13 million in deferred income taxes, $129.95 million in other long-term liabilities, and a total stockholders' deficit of $32.11 million. On March 30, 2020, the Company received a written notice from the New York Stock Exchange notifying the Company that it was not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual because the average global market capitalization of the Company's common stock over a consecutive 30 trading-day period was less than $50 million and, at the same time, its stockholders' equity was less than $50 million. TATA CHEMICALS: S&P Downgrades ICR to 'B' on Refinancing Risk ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Tata Chemicals North America Inc. (TCNA) to 'B' from 'B+' and removed it from CreditWatch with negative implications. The outlook is negative. At the same time, S&P lowered its rating on the company's existing $315 million ($225 million current balance) term loan and $25 million revolver to 'BB-' and removing it from CreditWatch. The recovery rating remains a '1', indicating expectations for very high recovery (90%-100%; rounded estimate: 95%). TCNA faces heightened refinancing risk during a time of economic uncertainty. The global soda ash industry has been hindered as a result of the coronavirus pandemic, leading to weakened demand for soda ash and thus hurting TCNA's EBITDA and credit measures. Key end markets served have seen a slowdown including automotive and construction, which have negatively impacted glass manufacturing, of which soda ash is an essential input. In addition to S&P's expectation for weakened operating performance in fiscal 2021 (ending March 2021) Tata Chemicals North America has yet to address its upcoming August 2020 maturity, which the rating agency views as a heightened risk. The near-term looming maturities pose refinancing risk and liquidity concerns in the short term for TCNA. S&P previously placed the ratings on CreditWatch with negative implications when the company was unable to refinance in early March given unfavorable market conditions, and it now views the capital market prospects for TCNA to be worse given the global economic recessionary environment. Still, S&P expects the company to look to access the capital markets in advance of the maturity. "We continue to view the company's relationship with its parent Tata Chemicals as favorable. Somewhat offsetting the near-term maturity and refinancing risk is our belief that TCNA's parent, Tata Chemicals Ltd., could provide support regarding a potential refinancing before the August 2020 maturity date, given its superior credit quality and globally well-known Tata brand name," S&P said. S&P continues to view the company's coal supplier as a longer-term risk to the business. TCNA sources most of its coal from Westmoreland Coal Co. Although Westmoreland defaulted on its debt in June 2018 and S&P no longer rates the company, the rating agency understands the company still operates and honors its supply contract with TCNA. However, if TCNA had to find coal elsewhere, its earnings could falter if that proved more costly. Using alternative coal sources would likely lead to a short-term disruption and affect price as the coal would need to be delivered by truck. S&P also considers TCNA's reliance on a single manufacturing site in the Green River Basin in Wyoming as a key risk. Despite two production trains, it remains susceptible to potential operating disruptions, which would reduce EBITDA and cash flow. TCNA's product diversity is limited because it generates all of its earnings from the production of natural soda ash. The industry is prone to price fluctuations. Competitors have already announced capacity additions that are expected to come online in 2023, and this could pressure future prices. Thus, S&P views TCNA's scale, scope, and diversity as weaker than similarly rated companies such as Koppers Holdings Inc. TCNA benefits from long-term mining leases in the Green River Basin, which accounts for about 90% of U.S. soda ash production capacity. Natural soda ash producers benefit from a much more cost-effective process that is not nearly as energy-intensive and requires less capital and fewer raw materials than does the synthetic process. (Synthetic soda ash is made from brine and limestone, and much of that production is in China.) The natural process accounts for about 25% of the world's soda ash production, and the U.S. holds a substantial portion of the global natural soda ash reserves. Most soda ash exports are handled by the American Natural Soda Ash Corporation (ANSAC), which allows member companies to benefit from economies of scale and provides access to markets in more than 30 countries. The negative outlook reflects S&P's expectation that top-line growth will be significantly down through fiscal 2021 given suppressed industry volumes and pricing as the result of end markets being hurt by the economic downturn related to the coronavirus pandemic. S&P's base case assumes TCNA will face heightened refinancing risk over the next few months, and the rating agency expects weighted-average funds from operations (FFO) to debt to remain above 12%. "We could consider a negative rating action over the next few months if the August 2020 maturity is not addressed. In addition, we could take a negative action if the company's earnings were to deteriorate such that FFO to debt declines to below 12% on a sustained basis as a result of its end markets failing to rebound and ANSAC pricing remains depressed. This could occur if there were a significant operating disruption to the company's site, a substantial reduction in demand for soda ash, a change in its Owens-Illinois agreement, further deterioration in ANSAC export pricing or if TCNA encounters difficulties sourcing key raw materials. We could also consider a downgrade if, against our current expectations, financial policies became more aggressive, and the company completed large debt-funded acquisitions or shareholder rewards," S&P said. "We can take a positive rating action including an upgrade over the next few months if the company addresses its August 2020 maturities, therefore alleviating any refinancing risk for TCNA. In addition to a refinancing, we would expect FFO to debt to remain around 20% on a sustained basis and the company to diversify its supplier concentration and resolve production issues. We believe EBITDA margins would need to improve by 500 basis points or more from our expectations to achieve these metrics. Alternatively, if TCNA were to further diversify its coal supply, we could take a positive rating action," the rating agency said. TENET HEALTHCARE: S&P Rates Senior Secured Term Loan 'BB-' ---------------------------------------------------------- S&P Global Ratings assigned its 'BB-' rating to Tenet Healthcare Corp.'s proposed senior secured first lien notes due in 2027. The recovery rating is '1', same as for the existing first-lien debt, indicating its expectation for very high (90%-100%; rounded estimate: 90%) recovery in the event of a payment default. The company intends to use the proceeds for general corporate purposes and/or to repay debt. The transaction increases leverage on a gross basis, before the impact of refinanced debt. The new term loan increases first-lien secured debt relative to total debt and results in estimated recovery very close to the lower threshold for the '1' recovery rating category. This leaves very limited capacity for further additional first-lien debt without affecting the recovery rating. S&P's 'B' long-term issuer credit rating on Tenet is unchanged, and the outlook is stable. The company is a large hospital operator that has taken significant steps in recent years to revise its operating and growth strategies in the changing health care marketplace. S&P believes the steps are favorable, however Tenet remains highly leveraged and does not generate meaningful free cash flow. S&P expects adjusted debt to EBITDA (minus noncontrolling interest) to remain above 7x through 2021, and possibly 2022. S&P does not expect Tenet to be aggressive with acquisition activity. ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- Tenet's capital structure consists of a $1.9 billion asset-backed lending (ABL) revolver, $7.4 billion of senior secured debt, $2.9 billion of second-lien debt, $5.5 billion of unsecured debt, and about $430 million of capital leases and mortgage debt. For recovery purposes, S&P assumes the proceeds from the proposed term loan are predominantly used to refinance unsecured debt. -- S&P values the company on a going-concern basis using a 6x multiple of its projected emergence EBITDA (which excludes the physician partners' minority interest). This is consistent with its treatment of other large, well-diversified hospital operators. -- S&P estimates that for Tenet to default, EBITDA would need to decline significantly, most likely due to decreased reimbursement rates or the loss of key contracts because of local market competition. Simulated default assumptions -- Simulated year of default: 2023 -- EBITDA at emergence: $1.46 billion -- EBITDA multiple: 6x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $8.325 billion -- Valuation split (obligors/nonobligors): 100%/0% -- Priority ABL claims: $1.164 billion -- Collateral value available to senior secured lenders: $7.161 billion -- Senior secured debt: $7.558 billion --Recovery expectations: 90%-100% (rounded estimate: 90%) -- Collateral value available to second-lien lenders: $0 -- Second-lien debt: $2.993 billion --Recovery expectations: 0%-10% (rounded estimate: 0%) -- Collateral value available to unsecured lenders: $0 -- Senior unsecured debt: $5.093 billion -- Deficiency claims on secured debt: $3.39 billion -- Total unsecured claims: $8.484 billion --Recovery expectations: 0%-10% (rounded estimate: 0%) All debt amounts include six months of prepetition interest. S&P assumes the ABL revolving facility is 60% utilized at default. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. TREVENA INC: Bid to Dismiss Amended Complaint Pending ----------------------------------------------------- Trevena, Inc. said in its Form 10-Q Report filed with the Securities and Exchange Commission on May 7, 2020, for the quarterly period ended March 31, 2020, that the company's motion to dismiss the consolidated amended class action complaint, is pending. In October and November 2018, the company and certain of its current and former officers and directors were sued in three purported class actions filed in the U.S. District Court for the Eastern District of Pennsylvania, or the EDPA, alleging violations of the federal securities laws. In January 2019, the three lawsuits were consolidated into one action, and on May 29, 2019, the District Court appointed a group of five individual investors as lead plaintiffs. A consolidated amended complaint was filed on August 2, 2019, alleging, among other things, that the company and two of its former officers made false and misleading statements regarding our business, operations, and prospects, including certain statements made relating to its End-of-Phase 2 meeting with the Food and Drug Administration (FDA), and certain statements concerning top-line results from its Phase 3 studies. The plaintiffs seek, among other remedies, unspecified damages, attorneys' fees and other costs, and unspecified equitable or injunctive relief. The company believes that the claims are without merit, and the company intends to vigorously defend itself against the allegations. On October 2, 2019, the company moved to dismiss the consolidated amended complaint on the basis that there were no false statements and no scienter as a matter of law. No further updates were provided in the Company's SEC report. Trevena, Inc., a biopharmaceutical company, focuses on the development and commercialization of treatment options that target and treat diseases affecting the central nervous system. The company was founded in 2007 and is headquartered in Chesterbrook, Pennsylvania. TRI POINTE: S&P Rates New $300MM Senior Unsecured Notes 'BB-' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level and '3' recovery ratings to TRI Pointe Group Inc.'s proposed $300 million senior unsecured notes due 2028. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of payment default. S&P expects the company to use the proceeds from this offering to fully redeem its $300 million 4.875% senior notes due July 2021. TRIUMPH GROUP: S&P Lowers ICR to 'CCC+' on Reduced Demand --------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Triumph Group Inc. to 'CCC+' from 'B-', its issue-level rating on the company's first-lien revolver to 'B' from 'B+', its issue-level rating on the company's second-lien notes to 'CCC+' from 'B+', and its issue-level rating on the company's unsecured notes to 'CCC+' from 'B-'. S&P's '1' recovery rating on the first-lien revolver and '6' recovery rating on the unsecured notes remain unchanged. However, S&P is revising its recovery rating on Triumph's second-lien notes to '4' from '1' to reflect the rating agency's lower estimated valuation for the company at emergence under the rating agency's default scenario used for its recovery analysis due to the effects of the coronavirus and the company's divestitures. Production cuts by aircraft manufacturers and lower demand for aftermarket parts and services will reduce Triumph's earnings and cash flow. The significant decline in global air travel and uncertain pace of recovery due to the coronavirus is prompting airlines to delay or cancel their aircraft orders. Because of this, Boeing and Airbus plan to reduce their production by 30%-40% to match the lower demand, which will reduce their purchases of Triumph's aircraft structures and components. The company's sales for military programs (about 20% of its fiscal-year 2020 revenue) should not be significantly affected. Although the company is cutting its costs by $120 million and both earnings and cash flow had improved materially in fiscal year 2020, S&P expects the lower demand to lead to a material decline in its earnings and cash flow in fiscal year 2021 (ending March 31, 2021) and cause its debt to EBITDA to increase well above 10x, which compares with its leverage of 7.3x in fiscal year 2020 and S&P's pre-coronavirus expectation of below 6x. S&P expects the company to report some improvement in fiscal year 2022 as aircraft production rates stabilize and its aftermarket demand improves, though its debt to EBITDA will likely remain above 10x and S&P forecasts continued negative free cash flow generation. The recent amendments to the company's credit facility support its near-term liquidity. Triumph secured an amendment to its credit facility in May 2020 that waived its senior secured leverage covenant through the end of the year and loosened other covenants. However, its covenant compliance could be tight later this year and S&P forecasts that the company will likely violate one of its covenants in early fiscal year 2022 unless its earnings improve faster than the rating agency expects or it is able to use the proceeds from divestitures to reduce its debt. As of March 31, 2020, the company had about $485 million of cash and $70 million of revolver availability, though it had to repay $200 million of revolver drawings at the time of the amendment and will have to continue to pay down its outstanding revolver borrowings with excess cash. Triumph's cash and revolver availability should be sufficient to cover the $175 million-$225 million of free cash outflows S&P expects in fiscal year 2021. The company was able to delay some of the advance repayments to Boeing that were due this year, though this increases the amount it will need to pay in the future. The company is also in the process of divesting some its operations, which it could use the proceeds from to bolster its liquidity or reduce its debt. The recent trading prices for Triumph's debt increase the likelihood of a distressed exchange. The price of the company's debt declined significantly in late March as the effects of the coronavirus on the commercial aerospace market became more evident. Although its prices have rebounded somewhat after the company announced its fiscal-year 2020 earnings last week, the price of its 2025 notes remains at levels S&P considers distressed. This could prompt the company to undertake a transaction to reduce its debt load that S&P would consider a distressed exchange. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The negative outlook reflects that Triumph's earnings and cash flow could be weaker than S&P expects due to the coronavirus, which would constrain the company's liquidity. The rating agency also expects the company's debt to EBITDA to remain above 10x and forecast materially negative free cash flow in fiscal year 2021. "We could lower our rating on Triumph if we believe it will likely default in 12 months due to a near-term liquidity crisis or if we believe it is considering a distressed exchange offer or redemption. A liquidity crisis would most likely occur if the coronavirus has a greater effect on the company's earnings and free cash flow than we currently expect it to," S&P said. "We could revise our outlook on Triumph to stable if its debt to EBITDA remains below 8x, its cash flow and earnings are stronger than we expect, and its liquidity improves. This could occur if the demand for aircraft and related aftermarket services improves faster than we forecast or the company is able to divest its operations and use the proceeds to reduce its debt," the rating agency said. ULTRA PETROLEUM: June 17 Plan & Disclosure Hearing Set ------------------------------------------------------ Ultra Petroleum Corp. and its debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a motion for entry of an order scheduling a combined hearing to approve the adequacy of the Disclosure Statement and confirmation of the Plan, and conditionally approving the Disclosure Statement. On May 15, 2020, Judge Marvin Isgur ordered that: * The Disclosure Statement is approved on a conditional basis as providing Holders of Claims and Interests entitled to vote on the Plan with adequate information to make an informed judgment about the Plan. * The Disclosure Statement provides holders of claims, holders of interests, and other parties-in-interest with sufficient notice of the injunction, exculpation, and release provisions contained in Article VIII of the Plan in satisfaction of the requirements of Bankruptcy Rule 3016(c). * June 11, 2020, at 4:00 p.m. is the voting deadline. * June 11, 2020, at 5:00 p.m. is the deadline for any party to file objections to disclosure and plan. * June 17, 2020, at 3:00 p.m. is the combined hearing to consider the disclosure statement and plan confirmation. A full-text copy of the Disclosure Statement dated May 15, 2020, is available at https://tinyurl.com/y95lthc3 from PacerMonitor at no charge. The Debtors are represented by: 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 E-mail: mcavenaugh@jw.com jwertz@jw.com kpeguero@jw.com - and - 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 E-mail: 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 E-mail: 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 E-mail: annelyse.gains@kirkland.com About Ultra Petroleum Ultra Petroleum Corp., an independent oil and gas company, engages in the acquisition, exploration, development, operation, and production of oil and natural gas properties. Its principal business activities are developing its natural gas reserves in the Green River Basin of southwest Wyoming, the Pinedale and Jonah fields. The company was founded in 1979 and is headquartered in Englewood, Colorado. Ultra Petroleum Corp. and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32631) on May 14, 2020. The Debtor disclosed total assets of $1,450,000,000 and total debt of $2,560,000,000 as of March 31, 2020. The Hon. Marvin Isgur is the case judge. The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy counsel; JACKSON WALKER LLP as local bankruptcy counsel; CENTERVIEW PARTNERS LLC as investment banker; and FTI CONSULTING, INC. as financial advisor. Prime Clerk LLC is the claims agent. UNITED PF HOLDINGS: S&P Affirms 'CCC+' ICR; Outlook Negative ------------------------------------------------------------ S&P Global Ratings affirmed its 'CCC+' issuer credit rating on United PF Holdings LLC and its 'CCC+' issue-level rating on its existing first-lien facilities (comprising a $40 million revolver due 2025, and a $590 million term loan (which includes the $65 million delay draw term loan) due 2027). S&P's '3' recovery rating remains unchanged because the proposed $100 million term loan will reduce the recovery prospects for the company's first-lien lenders but not by enough to cause the rating agency to revise its recovery rating. At the same time, S&P is affirming its 'CCC-' issue-level rating on the company's second-lien term loan due 2028. The '6' recovery rating remains unchanged. S&P is affirming the issuer credit rating despite its expectation for very high leverage through 2021 because it believes United PF will have adequate liquidity to withstand the cash burn stemming from the closure of its clubs and the steep anticipated recession. S&P understands that the company reopened a modest number of its clubs in May 2020 (representing about 5% of its billings) and may reopen all of its facilities but one by the end of June, including its clubs in Arizona, Texas, Missouri, and Louisiana (the states with the largest number of its gyms). If even a moderate number of its members remain too concerned about safety to return to its gyms, or the steep anticipated recession leads to prolonged membership freezes or cancellations, the start of the company's recovery could be delayed or prolonged. If the states in which it operates slow their re-opening plans because of an increase in COVID-19 cases, this would also likely delay United PF's reopening plan. S&P assumes that all of the company's clubs will restart their billings by August 2020 and anticipate that its aggregate electronic funds transfer (EFT) billing percentage will be approximately 80% of pre-crisis levels before improving moderately to about 90% in 2021. This is a more conservative assumption than the company is using to estimate its recovery path and incorporates S&P's belief that there could be some variability in its revenue recovery over the next year relative to management's assumptions even if its reopening is successful. United PF has indicated that its member attrition has so far been very low during the shutdown, though it has also not been billing its members. United PF has scaled back its capex in 2020 to its minimum required maintenance and committed growth capex and furloughed its employees during the club closures to slow its cash burn rate. Despite the assumed multi-year recovery path, S&P believes its revenue risks are partially offset by Planet Fitness' positioning as a low-cost fitness club operator, which may support its performance amid the anticipated recession as consumers trade down from higher-end fitness clubs to more affordable options. S&P's outlook remains negative because of United PF's negative anticipated cash flow from operations, significantly higher debt service costs, thin anticipated EBITDA coverage of interest expense, and very high leverage through 2021. While the company's proposed $100 million term loan add-on and $20 million draw under its delayed-draw term loan will improve its liquidity through 2021, its significantly higher debt service costs and the negative revenue effects stemming from its club closures and the anticipated recession will cause it to generate negative operating cash flow in the $30 million-$40 million range in 2020 depending on how quickly it ramps up its revenue and its customer retention rate upon reopening. S&P assumes United PF spends $43 million on combined growth and maintenance capex in 2020. Therefore, S&P expects the company's lease-adjusted leverage to peak at more than 10x in 2020 (which compares with S&P's 8x measure of the company's lease-adjusted debt to EBITDA in 2019) before improving to the 8x-9x range in 2021. S&P also expects the company's EBITDA interest coverage to be very weak at about 1x in 2020 before improving to the low- to mid-1x range in 2021. Therefore, while S&P does not believe United PF will likely default in the near-term, the company has little headroom for a revenue or margin underperformance relative to the rating agency's base case. S&P expects that the company's revenue and EBITDA declines in 2020, combined with the rating agency's assumption that the company's 2021 revenue will be flat relative to its 2019 results, will leave it with modest available cash flow to fund its current club growth capital spending plan starting in 2021. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety factors The negative outlook reflects United PF's very high leverage and high debt service costs, which S&P believes will remain elevated through 2021. If the company underperforms S&P's base-case assumptions or there is a unexpected material increase in COVID-19 cases that leads to additional gym closures (presumably after most of them begin to reopen this month), its liquidity could become less than adequate, which would cause S&P to lower its rating. "We could lower our rating on United PF if its revenue, EBITDA, or cash flow underperform our base case such that its liquidity declines or if we believe that it will likely complete a distressed restructuring of some form in the near term," S&P said. "We could revise our outlook on United PF to stable or raise our rating if its EBITDA, cash flow, and liquidity improve such that its leverage declines below 8x. This would most likely occur if the company successfully achieves its revenue, EBITDA, and cash flow assumptions under its reopening plan and we do not expect any additional closures," the rating agency said. VIRGIN ISLANDS WAPA: Fitch Maintains CCC IDR on Watch Negative -------------------------------------------------------------- Fitch Ratings maintains the following ratings for the U.S. Virgin Islands Water and Power Authority (WAPA) on Rating Watch Negative: -- $91.5 million electric system revenue bonds, 'CCC'; -- $86.4 million electric system subordinate revenue bonds, 'CCC'; -- Issuer Default Rating, 'CCC'. ANALYTICAL CONCLUSION Maintenance of the Rating Watch reflects risks related to the authority's debt profile and near-term maturities. WAPA faces debt service obligations on July 1, 2020 that include scheduled bond anticipation note maturities totaling approximately $49 million that will require external financing or a maturity extension. Rate relief provided by the Virgin Islands Public Service Commission earlier this year is expected to help stabilize the authority's operating cash flow, but the outbreak of the coronavirus, and challenges the virus presents for the travel and tourism sector and the demand for electricity throughout the USVI, clouds WAPA's performance even further. Overall, the 'CCC' rating continues to reflect heightened default risk as a consequence of WAPA's exceptionally weak cash flow and liquidity. Based on unaudited information provided to Fitch by the WAPA, the authority maintains modest amounts of cash on hand and borrowing capacity that is insufficient to service the full amount of scheduled maturities. Fitch currently makes no distinction between the ratings on WAPA's senior-lien obligations, subordinate-lien obligations and its IDR as the relatively high probability of enterprise default does not support distinction among the ratings. However, given the disparate liens supporting WAPA's rated and unrated debt obligations, distinctions could be made in the event of selective payment default on specific classes of debt. SECURITY Electric system revenue bonds are secured by a pledge of net electric revenues and certain other funds established under the bond resolution. The electric system subordinated revenue bonds are secured by a pledge of net revenues that are subordinate to the pledge securing the electric system revenue bonds. Outstanding senior- and subordinate-lien bonds are also secured by fully debt service reserve funds. KEY RATING DRIVERS Revenue Defensibility: 'bbb'; Weak Service Area and Regulation Limit Revenue Defensibility The authority's revenue defensibility is constrained by the territory's weak demographics and demand characteristics, as well as limited rate flexibility. WAPA's rates for electric service are extremely high contributing to low affordability. The authority's rates are further regulated by the PSC. Operating Risk: 'bb'; High Operating Cost Burden Operating risk is very high due to an extremely high operating cost burden. Costs are driven largely by the challenges of serving a territory comprised of multiple islands including higher than normal costs for fuel, labor and excess capacity necessary to ensure reliability. Financial Profile: 'bb'; Significant Liquidity Concerns Weak liquidity and very high leverage contribute to WAPA's weak financial profile. At March 31, 2020, the authority reported $4 million or 11 days of unrestricted cash on hand (unaudited) and no borrowing capacity under its working capital line of credit. ESG Considerations: Environmental and Governance: WAPA has ESG Relevance Scores of 4 for exposure to environmental impacts, governance structure, group structure and financial transparency due to the authority's exposure to extreme weather events and political influence, as well as its inability to issue timely audited financial statements, which have a negative impact on the credit profile and are relevant to the ratings in conjunction with other factors. Asymmetric Additional Risk Considerations Asymmetric risks related to WAPA's debt profile, which features sizable maturities in 2020 and 2021, and the absence of audited information for fiscal years 2018 and 2019 have been factored in the current rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- A successful refinancing of, or negotiated long-term resolution addressing, WAPA's scheduled debt maturities; -- Evidence of sustainable earnings and cash flow stability, as well as an ability to meet ongoing financial obligations; -- Improved liquidity in the form of both cash on hand and future borrowing capacity. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- The inability to refinance, or negotiate a long-term resolution to address, WAPA's scheduled debt maturities; -- Any evidence that a restructuring of outstanding debt is probable, including the passage of enabling legislation. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Public Finance issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. CREDIT PROFILE WAPA is an instrumentality created by the government of United States Virgin Islands and is the sole provider of electric and water service to the territory, which includes the separate islands of St. Thomas, St. Croix and St. John. The electric system generates, transmits and sells electric power and energy to currently more than 50,000 residential, commercial and large power customers, including the USVI government. 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. Virgin Islands Water & Power Authority (VI) - LT IDR CCC; Rating Watch Maintained Virgin Islands Water & Power Authority (VI) /Electric System Revenues - Subordinated/1 LT - LT CCC; Rating Watch Maintained Virgin Islands Water & Power Authority (VI) /Electric System Revenues/1 LT - LT CCC; Rating Watch Maintained WC 56 EAST AVENUE: Lender to Get Full Payment with 3.25% Interest ----------------------------------------------------------------- WC 56 East Avenue, LLC, filed an Amended Plan of Reorganization and an Amended Disclosure Statement on May 15, 2020. The secured claim of 56 East Avenue, LP ("Lender") in Class 1 will be paid from cash proceeds on hand at the time of confirmation, if any, or from the sale of the Property post-confirmation, with interest-only payments to be made monthly beginning on the 15th day of the month after the Effective Date at 3.25% per annum simple interest, or such other rate as is determined by the Court. All remaining principal, interest and costs will be due and payable on March 31, 2021. Class 2 allowed unsecured claims totaling $75,930 will recover 100%. Each holder of an allowed unsecured claim will 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. Holders of Class 3 allowed equity interests will retain the interests but will not receive any distribution on account of such interests until Class 1 and Class 2 claims are paid in full. On Feb. 27, 2020, the Debtor filed the Adversary Proceeding at Doc. 77, captioned WC 56 East Avenue, LLC v. Pennybacker Capital Management, LLC, et al., Case No. 20-01020-tmd. In the Adversary Proceeding, the Debtor asserts four causes of action against the defendants related to, among other things, the alleged event of default. To the extent the Adversary Proceeding is pending, the Bankruptcy Court will determine how much of the sale or refinance proceeds will be held in escrow until the resolution by final order or judgment in the Adversary Proceeding. Subject to the foregoing escrow provision, Lender will receive the net proceeds after payment of customary closing costs to be applied as determined by the Court until the Court has determined that the Lender has been paid its Allowed Claim. Interest will be paid monthly, and taxes and insurance when due. The Debtor will also be entitled to utilize rent from the Lease or other cash generated from use of the Property, to fund payments of interest to the Lender. A full-text copy of the Amended Disclosure Statement and Plan dated May 15, 2020, is available at https://tinyurl.com/y9a797rr from PacerMonitor at no charge. Attorneys for the Debtor: WALLER LANSDEN DORTCH & DAVIS, LLP Morris D. Weiss Mark C. Taylor Evan J. Atkinson 100 Congress Ave., Suite 1800 Austin, Texas 78701 Telephone: (512) 685-6400 Facsimile: (512) 685-6417 E-mail: morris.weiss@wallerlaw.com mark.taylor@wallerlaw.com evan.atkinson@wallerlaw.com About WC 56 East Avenue WC 56 East Avenue, LLC, is a single asset real estate debtor, as defined in Section 101(51B) of the Bankruptcy Code. WC 56 East Avenue sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 19-11649) on Dec. 2, 2019, in Austin, Texas. In the petition signed by Brian Elliott, the Debtor's corporate counsel, the Debtor was estimated to have between $10 million and $50 million in both assets and liabilities. Judge Tony M. Davis is assigned to the case. The Debtor tapped Waller Lansden Dortch & Davis, LLP as its legal counsel, and its Lain, Faulkner & Co., P.C., as its accountant. WHITING PETROLEUM: Chapter 11 Cases Cast Going Concern Doubt ------------------------------------------------------------ Whiting Petroleum Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $3,628,571,000 on $244,846,000 of operating revenues for the three months ended March 31, 2020, compared to a net loss of $68,925,000 on $389,489,000 of operating revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $4,526,303,000, total liabilities of $4,131,600,000, and $394,703,000 in total equity. On April 1, 2020 (the "Petition Date"), Whiting and certain of its subsidiaries (the "Debtors") commenced voluntary cases (the "Chapter 11 Cases") under chapter 11 of the Bankruptcy Code. The Company said, "On April 23, 2020, the Debtors entered into the RSA with certain holders of our senior notes to support a restructuring in accordance with the terms set forth in our chapter 11 plan of reorganization (the "Plan"). As more fully disclosed in the "Basis of Presentation" footnote in the notes to the condensed consolidated financial statements, the Plan and the RSA contemplate a restructuring which would provide for the treatment of holders of certain claims and existing equity interests. "We expect to continue operations in the normal course for the duration of the Chapter 11 Cases. To ensure ordinary course operations, we have obtained approval from the Bankruptcy Court for certain "first day" motions, including motions to obtain customary relief intended to continue our ordinary course operations after the filing date. In addition, we have received authority to use cash collateral of the lenders under the Credit Agreement on an interim basis. "However, for the duration of the Chapter 11 Cases, our operations and our ability to develop and execute our business plan are subject to a high degree of risk and uncertainty associated with the Chapter 11 Cases. The outcome of the Chapter 11 Cases is dependent upon factors that are outside of our control, including actions of the Bankruptcy Court and our creditors. The significant risks and uncertainties related to our liquidity and Chapter 11 Cases raise substantial doubt about our ability to continue as a going concern. There can be no assurance that we will confirm and consummate the Plan as contemplated by the RSA or complete another plan of reorganization with respect to the Chapter 11 Cases. As a result, we have concluded that management's plans do not alleviate substantial doubt about our ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/7YWgV4 Whiting Petroleum Corporation, an independent oil and gas company, engages in the acquisition, exploration, development, and production of crude oil, natural gas, and natural gas liquids primarily in the Rocky Mountains region of the United States. The company sells its oil and gas production to end users, marketers, and other purchasers. The company was founded in 1980 and is headquartered in Denver, Colorado. On April 1, 2020, Whiting Petroleum Corporation, along with its affiliates, filed a voluntary petition for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the Southern District of Texas. WHITING PETROLEUM: Kean Miller Represents Equinor Energy, 3 Others ------------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Kean Miller LLP submitted a verified statement to disclose that it is representing Equinor Energy, LP and Slawson Exploration Company, Inc., Slawson Resources Company, and Alameda Energy, Inc. in the Chapter 11 cases of Whiting Petroleum Corporation, et al. As of June 2, 2020, the parties listed and their disclosable economic interests are: Equinor Energy, LP 2107 City West Blvd., Suite 100 Houston, Texas 77042 * Nature of Claim: Mineral interest owner; contract and state-law rights * Principal Amount of Claim: To be determined Slawson Exploration Company, Inc. 727 North Waco, Suite 400 Wichita, Kansas 67203 * Nature of Claim: Mineral interest owner; vendor; contract and state-law rights * Principal Amount of Claim: To be determined Slawson Resources Company 727 North Waco, Suite 400 Wichita, Kansas 67203 * Nature of Claim: Mineral interest owner; contract and state-law rights * Principal Amount of Claim: To be determined Alameda Energy, Inc. 727 North Waco, Suite 400 Wichita, Kansas 67203 * Nature of Claim: Mineral interest owner; contract and state-law rights * Principal Amount of Claim: To be determined Each of the parties listed on Exhibit A has consented to this multiple representation by Kean Miller in the above-captioned bankruptcy case. Kean Miller reserves the right to amend this Verified Statement as necessary. Counsel for Equinor Energy, LP; Slawson Exploration Company, Inc.; Slawson Resources Company; and Alameda Energy, Inc. can be reached at: KEAN MILLER LLP J. Eric Lockridge, Esq. 400 Convention Street, Suite 700 P.O. Box 3513 (70821-3513) Baton Rouge, LA 70802 Tel: (225) 387-0999 Fax: (225) 388-9133 Email: eric.lockridge@keanmiller.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/e7k4OH About Whiting Petroleum Corporation Whiting Petroleum Corporation, a Delaware corporation -- http://www.whiting.com/-- is an independent oil and gas company that explores for, develops, acquires and produces crude oil, natural gas and natural gas liquids primarily in the Rocky Mountain region of the United States. Its largest projects are in the Bakken and Three Forks plays in North Dakota and Niobrara play in northeast Colorado. Whiting Petroleum trades publicly under the symbol WLL on the New York Stock Exchange. Whiting Petroleum and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32021) on April 1, 2020. At the time of the filing, the Debtors disclosed $7,636,721,000 in assets and $3,611,750,000 in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Jackson Walker L.L.P. as legal counsel; Moelis & Company as investment banker; Alvarez & Marsal as financial advisor; Stretto as claims and solicitation agent, and administrative advisor; and KPMG LLP US as tax consultant. WILSON COLLEGE: Fitch Affirms Series 2018 Bonds at BB, Outlook Neg. ------------------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating and bond rating on $34 million of Chambersburg Area Municipal Authority education facility revenue and refunding bonds, series 2018 issued on behalf of Wilson College, PA at 'BB'. The Rating Outlook is Revised to Negative from Stable. SECURITY The bonds are a general obligation of the obligated group (Wilson is the sole member) payable from any legally available funds. The bonds are secured under a new master indenture by a pledge of the college's gross revenues and a mortgage on its core campus property. In addition, the bonds will have a cash-funded debt service reserve fund. ANALYTICAL CONCLUSION The ratings reflect Wilson's adequate balance sheet cushion relative to limited revenue defensibility and stronger operating risk assessments. Revenue defensibility considers moderate demand indicators constrained by a history of unsustainable endowment draws, which have been declining in recent years. Operating risk incorporates stronger cash flow margins (inclusive of endowment spend) and a manageable level of capital needs. The Negative Outlook reflects Fitch's view that the coronavirus may pressure the college's fall 2020 enrollment and weaken fiscal 2021 financial performance with potential weakening of the college's balance sheet cushion through Fitch's baseline stress case and further sensitivity in a more protracted downside case. The recent outbreak of coronavirus and related containment measures create an uncertain environment for the U.S. public finance higher education sector. Fitch's forward-looking analysis is informed by management expectations and by Fitch's common set of baseline and downside macroeconomic scenarios. Fitch's scenarios will evolve as needed during this dynamic period. Currently, Fitch's baseline scenario includes a sharp economic contraction in the second quarter of 2020, with sequential recovery starting in the third quarter. For higher education, the baseline case assumes that most residential campuses will reopen for fall 2020 following three to four months of closure. KEY RATING DRIVERS Revenue Defensibility: 'bb' Sensitive Demand; High Endowment Spending Wilson's revenue defensibility has been supported by aggressive enrollment growth with mixed demand indicators in a weaker market. The college's expansion of program offerings, including adult education and degree completion programs, improved demand following a period of general decline, but is expected to exhibit heightened volatility in fiscal 2021. Spending related to this turnaround has resulted in endowment draws well above sustainable levels that have moderated in recent years. Operating Risk: 'a' Solid Cash Flow; Manageable Capital Needs Operating cost flexibility is solid as reflected in historically strong cash flow, but spending is largely driven by personnel for instruction and support of key programs. Fitch considers capital spending needs to be moderate in the context of consistent donor support and the manageable level of capital investment needed to sustain Wilson's unique program offerings following recent capital investments. Financial Profile: 'bb' Thin Balance Sheet Resources Wilson's 'bb' financial profile assessment reflects high leverage relative to the moderate strength of the college's business profile. AF levels have declined in recent years with high levels of endowment spending for operations and investment in facilities. Forward-looking balance sheet and demand volatility is reflected in Fitch's baseline scenario analysis, which stresses Wilson's available funds (AF) and financial operations at levels consistent with Fitch's economic market expectations over the intermediate term with further sensitivity to a more protracted recovery indicated by the downside stress case. ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS No asymmetric additional risk considerations apply to Wilson's rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Stable student-generated revenue performance with a cash flow margin greater than 10% in fiscal 2021; -- Improved financial profile as demonstrated by sustained maintenance of AF to adjusted debt above 80%; -- Consistent track record of sustainable endowment draws at or below 6%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Weakening demand, as evidenced by material declines in enrollment or net tuition and fee revenue in fiscal 2021; -- An increase in the college's endowment draw rate in fiscal 2021; -- Diminished operating cost management with cash flow margins declining below 10%. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Public Finance issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. CREDIT PROFILE Wilson College, situated on 275 acres in Chambersburg, PA, was founded as a women's college in 1869 by two Presbyterian ministers with funds provided by Sarah Wilson. The college became coeducational in fall 2013 and currently offers undergraduate programs spanning 35 majors and 43 minors, as well as adult and graduate programs. Wilson is accredited by the Middle States Commission on Higher Education with additional recognition from the accrediting bodies related to the college's various undergraduate and graduate offerings. REVENUE DEFENSIBILITY Net tuition and fee revenues have doubled between fiscal years 2014 and 2019 with aggressive program and enrollment growth and modest student performance indicators. However, Fitch considers the college to exhibit elevated levels of demand sensitivity due to the coronavirus, and fall 2020 enrollment remains uncertain. First time and transfer data suggest softening admissions in the traditional student base. Management reports that returning student data and online program enrollment -- which has been key to the college's recent growth -- have remained fairly stable. Additionally, investments to fund the newer high-growth programs have required endowment draw rates substantially above sustainable levels. Wilson's demand indicators reflect freshman acceptance rates ranging from 42% to 56% in recent years and matriculation hovering around 30%. The college is test-optional and retention rates have varied in recent years, generally remaining below 75%. Wilson's shift to coeducation and investment in varied undergraduate, graduate, and non-traditional programs has resulted in significant enrollment and net tuition revenue growth over the last five years. Fiscal 2020 net tuition revenues grew modestly over the prior year, but housing refunds related to campus closure eroded those gains and resulted in overall lower operating revenues. Wilson has benefited from recent demand for public school teachers in Pennsylvania with significant growth in undergraduate, graduate and certification programs. Despite these inroads, traditional undergraduate and graduate enrollment growth has been more modest and demographic trends for the in-state market remain somewhat weak. The college will need to remain responsive to market trends to sustain enrollment performance, given potential ongoing weakness in auxiliary revenues and volatile demand for economically sensitive program tracks. The college primarily draws students from central Pennsylvania and northern Maryland, partly due to the establishment of articulation agreements with Maryland community colleges and regional recognition for veterinary programs at the undergraduate level. The college's significant growth in distance learning and part time programs for certification and degree completion has resulted in revenue growth below the rate of FTE enrollment growth. Given that Wilson has fully implemented these newer programs into its revenue structure, Fitch expects the college to exercise a moderate level of price flexibility going forward. The greatest challenge to the college's revenue defensibility has been its historically very high endowment spending rate. Draws from endowment funds to support operations, capital improvements, and principal and interest payments averaged 15% in fiscal 2018. Management is following through on its plan to reduce endowment reliance substantially to 11% of the three-year rolling average in fiscal 2020 by supporting debt service payments from operating cash flow with further reductions planned for fiscal 2021. Fitch views progress in this area as a credit positive and successful implementation of these plans over the near to intermediate term would likely improve the college's revenue defensibility. Wilson's other revenue streams, beyond student-generated revenues and its endowment, remain quite limited. Donor support for operations remains solid and Fitch expects future donor support and to remain stable. Fitch will continue to monitor the college's progress in this area as it works to improve financial sustainability. OPERATING RISK Wilson's operating risk assessment of 'a' reflects Fitch's expectations for cash flow margins of around 10%, moderately below historical levels, as the college responds to potential demand volatility and reduces its endowment spend rate. The assessment is further supported by moderate capital spending requirements, benefiting from recent investments in plant and a record of solid donor support for necessary projects. Cash flow margins have remained high in recent years at around 20% due to the college's significant level of endowment reliance for operations. Adjusting to a more sustainable endowment spend, cash flow has historically been moderate, but has improved in recent years to levels consistent with stronger expectations. Fitch expects cash flow margins to remain around 10% -- at the lower end of the 'a' assessment range -- in the intermediate term, despite expectations for decreasing endowment reliance and near-term tuition revenue volatility. Capital spending requirements are moderate as the college completed projects in fiscal 2019 and has the final large project -- a $3 million veterinary sciences center -- completed in fiscal 2020 and no material capital plans for the intermediate term. Wilson has received consistent moderate donor support for capital improvements and major projects, including the veterinary center and a vehicular bridge. The university's average age of plant ranged between 11 and 13 years through fiscal 2019, consistent with a manageable level of lifecycle investment need. FINANCIAL PROFILE Fitch's baseline scenario analysis incorporates near-term investment declines consistent with the recent economic expectations as well as revenue softening from coronavirus-related demand volatility. Some offsetting expense reductions and a return to moderate revenue and investment recovery in the scenario's out-years soften declines in AF to debt but still result in a material decline from historical levels to below 40% by fiscal 2024. Fitch's downside scenario, which incorporates greater market declines and a more protracted recovery in both investment and demand performance, indicates further sensitivity should the college experience pressure beyond fiscal 2021. Wilson's liquidity profile is neutral to the rating, as debt service coverage levels and AF to operating expenses remain adequate through both the base and stress cases. 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). WOODTEX: McLemore Conducts Online Auctions for Assets ----------------------------------------------------- Scores of manufactured sheds, portable garages, cabins and other types of outdoor storage are being sold at auction as part of the bankruptcy of Woodtex. McLemore Auction Company, of Nashville, is conducting the auctions. Most sheds are located at different retail locations around the country and are selling with no reserve. McLemore was retained by Michael Gigandet, Bankruptcy Trustee for Woodtex and other associated entities. "Sheds like these are especially popular among small outdoor businesses and homeowners who need room to store lawn tractors, mowers, tillers and other tools. Some are also built in the style of cabins, with porches, dormer windows and architectural shingles," said Will McLemore, president of the company. The auctions are being held online at www.mclemoreauction.com grouped by location, with the largest group in Himrod, New York, the Woodtex headquarters. That auction will include tools, building materials and other items. Upcoming auctions will sell assets in Jarrell, Texas; Monroe, Georgia; West Columbia, South Carolina; Fair Play, South Carolina; Elgin, South Carolina, and Lewiston, New York. "It's up to buyers to move the sheds to their locations, but we have vendors lined up for those who need help," said McLemore. Individuals seeking additional information may visit www.mclemoreauction.com. McLemore Auction, based in Nashville, sells equipment, personal property and real estate at online auction. WPX ENERGY: S&P Rates $500MM Senior Unsecured Debt 'BB-' -------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating to Tulsa, Okla.-based exploration and production company WPX Energy Inc.'s proposed $500 million senior unsecured notes due 2028. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery of principal to creditors in the event of a payment default. The notes will rank equally with the company's currently outstanding senior unsecured notes. WPX will use proceeds from the debt offering to tender up to $500 million in aggregate amount of its currently outstanding notes maturing in 2022, 2023, and 2024. The company's 8.25% senior unsecured notes due 2023, of which $406 million was outstanding as of March 31, 2020, will receive first priority in the waterfall tender. S&P's 'BB-' issuer credit rating and stable outlook on WPX are unchanged. YUNHONG CTI: Receives $500,000 From Preferred Stock Offering ------------------------------------------------------------ Yunhong CTI Ltd. (formerly CTI Industries Corporation) and LF International Pte. Ltd. conducted the second closing, as modified by the Interim Closing and Additional Interim Closing, and closed on the issuance of 50,000 shares of Series A Preferred at a purchase price of $10.00 per share to the Investor for aggregate gross proceeds of $500,000 to the Company. The Company paid the placement agent for the Offering a fee equal to 10% of the gross proceeds from the Final Closing and warrants to purchase shares of Common Stock in an amount equal to 10% of the Common Stock issuable upon conversion of the Series A Preferred sold in the Final Closing at an exercise price of $1.00 per share. On Jan. 3, 2020, the Company entered into a stock purchase agreement, pursuant to which the Company agreed to issue and sell, and LF International Pte. Ltd., agreed to purchase, up to 500,000 shares of the Company's newly created Series A Convertible Preferred Stock, with each share of Series A Preferred initially convertible into ten shares of the Company's common stock, at a purchase price of $10.00 per share, for aggregate gross proceeds of $5,000,000. On Jan. 13, 2020, the Company conducted its first closing of the Offering, resulting in aggregate gross proceeds of $2,500,000. The Purchase Agreement contemplates a second closing for the purchase and sale of an additional 250,000 shares of Series A Preferred, which is subject to certain closing conditions. However, as previously disclosed on a Current Report on Form 8-K of the Company, on Feb. 24, 2020, to permit an interim closing prior to the satisfaction of the relevant closing conditions to, and the consummation of, the Second Closing, the Company and the Investor entered into an amendment to the Purchase Agreement, pursuant to which the Company agreed to issue and sell, and the Investor agreed to purchase, 70,000 shares of Series A Preferred at a purchase price of $10.00 per share, for aggregate gross proceeds of $700,000. As an inducement to enter into the Purchase Agreement Amendment, the Company i) granted to the Investor the right to appoint and elect a second member to the Company's Board of Directors and ii) agreed to issue to the Investor 140,000 shares of Common Stock. As previously disclosed on a Current Report on Form 8-K of the Company, on Feb. 28, 2020, the Company and the Investor closed on the Interim Closing. On April 13, 2020, to permit an additional interim closing prior to the satisfaction of the relevant closing conditions to, and the consummation of, the Second Closing, the Company and the Investor entered into a second amendment to the Purchase Agreement, pursuant to which the Company agreed to issue and sell, and the Investor agreed to purchase, 130,000 shares of Series A Preferred at a purchase price of $10.00 per share, for aggregate gross proceeds of $1,300,000. As an inducement to enter into the Second Purchase Agreement Amendment, the Company i) granted to the Investor the right to appoint and elect a third member to the Board of the Company and ii) agreed to issue to the Investor 260,000 shares of Common Stock. On April 13, 2020, the Company and the Investor closed on the Additional Interim Closing. Director Resignations & Appointments On June 1, 2020, Steve Merrick resigned as a director and secretary of the Company. In addition, John Schwan resigned as a director and chairman of the Board of the Company. The Board subsequently appointed Frank Cesario, the Company's president, chief executive officer and chief financial officer as its new secretary and Yubao Li, a Company director, as its new chairman. Since Nov. 20, 2017, Mr. Cesario has served as the Company's chief financial officer. Mr. Cesario was appointed as a director of the Company on Dec. 31, 2019 and was appointed as the Company's president and chief executive officer on Jan. 2, 2020. Prior to joining the Company, Mr. Cesario served in similar roles with Nanophase Technologies Corporation and ISCO International, Inc., publicly traded global suppliers of advanced materials and telecommunications equipment, respectively, as well as Turf Ventures LLC, a privately held chemicals distributor. He began his career with KPMG Peat Marwick and then served in progressively responsible finance positions within Material Sciences Corporation and Outokumpu Copper, Inc. Mr. Cesario holds an MBA (Finance) from DePaul University and a B.S. (Accountancy) from the University of Illinois, and is a registered CPA in the State of Illinois. Mr. Li has served as a director of the Company since Jan. 13, 2020 and was elected as chairman of the Board on June 1, 2020. Mr. Li has been serving as the chairman of Yunhong International since its inception in January 2019 and served as its chief executive officer from January 2019 to September 2019. Mr. Li has been serving as the president of Hubei Academy of Science and Technology since July 2018, one of the key multi-disciplinary universities in Hubei Province, China. Since June 2018, Mr. Li has been serving as the director of Photoproteins Research Centre at China's Academy of Management Science, a research institute situated in Beijing, China where he supports innovation by defining the research focus of the institute. Mr. Li has also been serving as director and/or officer of several other entities, including as the executive director and general manager of Hubei Teruiga Energy Co., Ltd, a new energy technology company, since November 2017, the executive director of Hubei Yuntong Energy Co., Ltd., a solar power and agriculture company, since April 2016, the executive director and general manager of Hubei Yun Hong photovoltaic Co., Ltd., a solar power and agriculture company, since May 2016, the president of Hubei Yunhong Deren Tourism Co., Ltd., a tourism project developer, since May 2016 and the president of Yunhong Group Holdings Co., Ltd., a company engaged in the business of solar power construction and solar photovoltaic power generation, since 2013. In addition, in 2013, Mr. Li founded China Hubei Yunhong Energy Group Co., Ltd., a Chinese nutrition company operating in China and abroad, and he currently serves as the chairman of its board of directors. Mr. Li received his EMBA in Investment, Financing and Capital Strategy from Peking University. On June 1, 2020, to fill the Board vacancies caused by Mr. Merrick and Mr. Schwan's resignations, the Board appointed Wan Zhang and Yaping Zhang as directors of the Company. Ms. Wan Zhang is currently a senior manager at Taikang Bybo Dental Group, where she is responsible for the group's strategic planning and operations supervision. Prior to that, Ms. Zhang served as a senior manager at PKU Healthcare Group in Beijing, China. From 2014 to 2018, Ms. Zhang was a manager of the strategic investment department and board secretary at Capital Healthcare Group, a healthcare investment holding conglomerate in Beijing, China. She also worked as the board secretary and assistant to the director of operations at Capital Healthcare's subsidiary, Aiyuhua Women's and Children's Hospital in Beijing, China. Ms. Zhang's previously served as an assistant board secretary at Tsit Wing Group, a food and beverages services provider in Hong Kong. Ms. Zhang began her career with Albert YK Lau & Co (Certified Public Accountants), Hong Kong, as an auditor and board secretary. Ms. Zhang graduated from Wuhan University with a Bachelor of Science degree in Biology and Lingnan University with a Master's degree in International Banking and Finance. Ms. Yaping Zhang has served as the board secretary of Yunhong Group Holdings Co., Ltd., a company engaged in the business of solar power construction and solar photovoltaic power generation, since 2017. Prior to that, she served as the assistant chairman of Hubei Yunhong Energy Group Holdings Co., Ltd., a Chinese nutrition company operating in China and abroad. Yaping Zhang has a Master's Degree in Literature from Wuhan University. About Yunhong CTI Ltd. Yunhong CTI Ltd. fka CTI Industries is a manufacturer and marketer of foil balloons and producer of laminated and printed films for commercial uses. Yunhong CTI also distributes Candy Blossoms and other gift items and markets its products throughout the United States and in several other countries. For more information about its business, visit its corporate website at http://www.ctiindustries.com/ Yunhong CTI recorded a net loss of $8.07 million for the year ended Dec. 31, 2019, compared to a net loss of $3.74 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $31.32 million in total assets, $30.19 million in total liabilities, and $1.13 million in total equity. RBSM, in Larkspur, Calif., the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 14, 2020, citing that the Company has suffered net losses from operations and liquidity limitations that raise substantial doubt about its ability to continue as a going concern. ZAYO GROUP: S&P Lowers Senior Unsecured Debt Rating to 'CCC+' ------------------------------------------------------------- S&P Global Ratings lowered its issue-level ratings on U.S. fiber infrastructure and colocation provider Zayo Group LLC's senior unsecured debt to 'CCC+' from 'B'. This debt includes about $150 million of 6.0% notes due 2023, $31 million of 6.375% notes due 2025, and $21 million of 5.75% notes due 2027, which were not tendered as part of the company's take-private transaction completed on March 9, 2020. In addition, S&P is revising its recovery rating on this debt to '6' from '5', which brings both the recovery and issue-level ratings in line with the new senior unsecured debt the company issued as part of the transaction. The '6' recovery rating indicates S&P's expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. [*] Chapter 11 Filings Up 48% in May 2020, Epiq Global Reports -------------------------------------------------------------- Epiq Global released bankruptcy filings statistics on June 3 from its AACER business unit that shows commercial Chapter 11 filings were up 48% in May as compared to May 2019 with a total of 724 new petitions, and up 30% over April with 165 new petitions. There was a slight increase month over month in U.S. bankruptcy filings. Across all U.S. bankruptcy code chapters, the total number of new bankruptcy filings in May 2020 was 39,943. This represents a 3.9% increase from April, which had 38,440 new filings. Overall, commercial filings were up 13% over April with a total of 2,571 new filings. Non-commercial filings were up only 1% over April with a total of 37,372 new filings across all chapters. "May was largely consistent with April's new U.S. bankruptcy filing numbers as the country delays seeking bankruptcy protections during the global COVID-19 pandemic. We expect these delays to continue while key government programs address personal and commercial borrower liquidity concerns," commented Chris Kruse, senior vice president of Epiq AACER. Since the beginning of 2020, the weekly average overall new bankruptcy filings are down about 3%. During this period, the largest number of new filings each week have been non-commercial Chapter 7 filings, where the weekly average is down over 45%. "Our AACER customers are watching this category very closely as early indications of growth in this segment is a likely indicator of accelerated new filing activity," said Kruse. About Epiq Epiq -- https://www.epiqglobal.co --is a global leader in the legal services industry. It takes on large-scale, increasingly complex tasks for corporate counsel, law firms, and business professionals with efficiency, clarity, and confidence. Clients rely on Epiq to streamline the administration of business operations, class action and mass tort, court reporting, eDiscovery, regulatory, compliance, restructuring, and bankruptcy matters . Epiq subject-matter experts and technologies create efficiency through expertise and deliver confidence to high-performing clients around the world. About Epiq AACER Epiq AACER is the market leader in U.S. Bankruptcy Court data, workflow automation software and services for organizations who need to leverage accurate and timely bankruptcy data to lower their financial risk, reduce costs, and accelerate bankruptcy operations. [*] Matthew Cantor Joins Pretium as Senior Managing Director ------------------------------------------------------------ Pretium, a leading investment firm with $14billion of managed assets, on June 3 disclosed that Matthew Cantor has joined the firm as a Senior Managing Director focused on Bankruptcy and Distressed assets. In his role, Mr. Cantor will help identify and provide diligence on investments across the firm's credit platform. Mr. Cantor joins Pretium with more than two decades of distressed credit, bankruptcy and special situations experience. Most recently, he was the Executive Vice President of Legal Affairs and General Counsel for Lehman Brothers Holdings, Inc., where he was responsible for overseeing the company's complex litigation matters that generated positive outcomes for creditors. Previously, Mr. Cantor was a founding principal at Normandy Hill Capital L.P., an investment manager focused on distressed, event-driven credit and special situations. Earlier in his career, he was a partner Weil, Gotshal & Manages LLP, and Kirkland & Ellis LLP, where he represented debtors, creditors, and investors. Donald Mullen, CEO and Founder of Pretium, said, "We are pleased to welcome Matt and his depth of knowledge in the bankruptcy arena to Pretium. As corporate America recovers from the effects of the global pandemic, we look forward to leveraging Matt's unique insights as we look to identify attractive investment opportunities." Mr. Cantor said, "Pretium has built a world-class team of investment professionals with substantial investment experience across market cycles and I am excited to be joining the firm at this time." In February 2020, Pretium expanded its credit investment platform with the acquisition of Latigo Partners, L.P., an event-driven investment firm focused on distressed and special situations. About Pretium Pretium -- http://www.pretium.com/-- is a $14 billion specialized alternative investment management firm focused on real estate, residential credit, and corporate and structured credit. The firm was founded in 2012 to capitalize on secular investment and lending opportunities arising from structural changes and inefficiencies within residential housing and mortgage finance. Pretium has built an integrated analytical and operational infrastructure that provides exceptional market intelligence within the U.S. residential housing, mortgage, and corporate credit markets. ********* 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 ***