/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200715.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, July 15, 2020, Vol. 24, No. 196 Headlines 1006 WEBSTER: Voluntary Chapter 11 Case Summary 232 SEIGEL: Case Summary & 6 Unsecured Creditors 24 HOUR FITNESS: Obtains Court Clearance to Tap $50M Loan 35NB LLC: Seeks Court Approval to Hire Realtor 3E EIGHT: U.S. Trustee Unable to Appoint Committee 4-S RANCH: Seeks Approval to Tap Dore Group as Appraiser A & J CONSTRUCTION: Hires Nixon Law Firm as Legal Counsel ABG INTERMEDIATE 2: Moody's Rates New $150MM Loan Add-on 'B2' ADAM KANTER: DeMarco Buying Hollywood Office Building for $425K AGM GROUP: JLKZ CPA LLP Raises Substantial Going Concern Doubt AKORN INC: Committee Hires Huron Consulting as Financial Advisors ANDREW RUGGIERO: Selling Arizona Real Estate for $2.78M ASTOR EB-5: Seeks Approval to Tap Joel M. Aresty as Legal Counsel AVIANCA HOLDINGS: Plans to Emerge as Smaller Airline AYRU INC: Signs Collaborative Partnership with Gallery Carts AZURRX BIOPHARMA: Says Financial Status Casts Going Concern Doubt BAY CLUB OF NAPLES: Hires Mr. Howard of GlassRatner as CRO BEASLEY BROADCAST: Issues 1.3 Million Class A Shares BJS WHOLESALE: Moody's Raises CFR to Ba2, Outlook Stable BLUE RACER: Moody's Withdraws B2 Rating on New $400MM Unsec. Notes BOISE CASCADE: Moody's Rates New $400MM Unsec. Notes Due 2030 'Ba2' BOXLIGHT CORP: March 31 Quarterly Results Cast Going Concern Doubt BRIGGS & STRATTON: Skips Paying Interest, Sets Up Restructuring CALIFORNIA RESOURCES: Lenders Extend Forbearance Period to July 15 CALUMET SPECIALTY: S&P Rates New Senior Secured Debt 'B+' CAPITAL TRUCK: Case Summary & 20 Largest Unsecured Creditors CBAK ENERGY: Lender Agrees to Swap $250K Note for Equity CHESAPEAKE ENERGY: U.S. Trustee Appoints Creditors' Committee CHINESEINVESTORS.COM: Taps Hinds Law Group as Legal Counsel CITIUS PHARMACEUTICALS: Regains Compliance with Nasdaq Listing Rule CLUB MADONNA: U.S. Trustee Unable to Appoint Committee COLOR STAR: Management Says Going Substantial Concern Doubt Exists CONGOLEUM CORP: Case Summary & 20 Largest Unsecured Creditors CORETEC GROUP: Needs More Capital to Continue as a Going Concern DANA HOLLISTER: U.S. Trustee Appoints New Committee Member DEAN FOODS: Sells Its Hawaii Meadow Gold Dairy Property for $25M DIGIPATH INC: Incurs $609,000 Net Loss for Quarter Ended March 31 DIOCESE OF SYRACUSE: U.S. Trustee Appoints Creditors' Committee DISCOVERY DAY: U.S. Trustee Unable to Appoint Committee ENSERVCO CORP: Has $2.8M Net Loss for the Quarter Ended March 31 EVIO INC: Anthony Smith Quits as Director FORESIGHT ENERGY: Reports $35.7M Net Income for March 31 Quarter FREEPORT-MCMORAN INC: Fitch Rates New $800MM Unsec. Notes 'BB+' FREEPORT-MCMORAN INC: Moody's Rates New Unsecured Notes 'Ba1' GALAXY NEXT: Tysadco Commits to Buy $2M Worth of Common Stock GC EOS BUYER: Moody's Rates New Secured Notes Caa1, Outlook Neg. GEORGIA CENTRAL: Hires Jones & Walden as Counsel GKS CORP: Westfield Bank Ups Loans to $1.28MM GLOBAL EAGLE: In Talks on Balance Sheet Restructuring GNC HOLDINGS: Hires A&G Realty as Real Estate Consultant GNC HOLDINGS: Hires Evercore Group as Investment Banker GNC HOLDINGS: Hires Latham & Watkins as Co-Counsel GNC HOLDINGS: Hires Prime Clerk as Administrative Advisor GOLD'S GYM: CEO Conveys Plans to Move to Smaller Footprint HELDRICH CENTER: Moody's Cuts Improvement Authority Rating to Caa3 HI-CRUSH INC: Moody's Lowers CFR to C, Outlook Remains Negative HOWARD JOHNSON: Padgetts Buying Calhoun Property for $240K ICONIX BRAND: Expands Strategic Options Including Potential Sale INVERNESS TWO: Seeks to Tap Porter Hedges as Bankruptcy Counsel J.C. PENNEY: Nike Resumes Selling $80M Goods J.C. PENNEY: Starts Liquidation Sales of Stores, Offers Discount JANETTE COCKRUM: M. Properties Buying Horse Farm for $350K JANETTE COCKRUM: Patrick Buying Mountain Home Property for $133K JERRICK MEDIA: March 31 Quarter Results Cast Going Concern Doubt KELLY THERESA M. PEREZ: Marietta Buying 6.6-Acre Cibolo Property KEY ENERGY: Says Substantial Going Concern Doubt Exists KRATOS DEFENSE: Moody's Raises CFR to B1, Outlook Stable LEGENDS SQUARE: Case Summary & 20 Largest Unsecured Creditors LITESTREAM HOLDINGS: $750,000 Asset Sale to JMF Okayed LITESTREAM HOLDINGS: July 21 Hearing on Bid for Ch. 11 Trustee LIVING EPISTLES: J & K Buying Milwaukee Property for $100K LLADRO GALLERIES: Voluntary Chapter 11 Case Summary LUVU BRANDS: Has $148,000 Net Loss for the Quarter Ended March 31 M.E. SMITH: Unsecureds to Get 7.29% of Claims MARK ALLEN KRIEGER: Selling Approx. 1.4K-Acre Property Son for $2M MED PARENTCO: Moody's Rates New $80MM Incremental Loan 'B3' MEDCARE PEDIATRIC: July 15 Hearing on Disclosure Statement and Plan MEDIACO HOLDING: Impact of COVID-19 Casts Going Concern Doubt MELBOURNE BEACH: Winn-Dixie Stores Leasing Objects to Disclosures MERCURITY FINTECH: Appoints Samuel Shen as Independent Director MONAKER GROUP: Incurs $2.05 Million Net Loss in First Quarter MUNCHERY INC: Unsecureds Get at Least $120,000 for Claims MURRAY ENERGY: MGCI Selling Interests in Javelin for $20M Cash MY KIDZ DENTIST: Chapter 11 Trustee Seeks Chapter 7 Conversion NET ELEMENT: Incurs $1.2M Comprehensive Loss for March 31 Quarter NEW CITIES: July 16 Hearing on Disclosure Statement NEW GARDEN: Amendment Notes 5% Recovery for Unsecureds NORTH PACIFIC CANNERS: July 29 Hearing on Disclosure Statement NOVAN INC: Has Until Nov. 2 to Regain Compliance with Nasdaq Rule NUZEE INC: CEO Masateru Higashida Adds President Title OLMOS COMPANIES: Unsecureds get Prorata Share of the Remaining Cash OMNIQ CORP: Launches E-Commerce Platform to Broaden Customer Base PAPER STORE: Case Summary & 25 Largest Unsecured Creditors PARKINSON SEED: Plan Admin to Auction St. Anthony Property PATTERN ENERGY: Moody's Rates Up to $700MM of New Unsec. Notes Ba3 PCT INTERNATIONAL: Obtains Court Approval to Participate in the PPP PESTOVA HOLDINGS: Proceeding in Chapter 7 Liquidation PRESTIGE LANDSCAPING: Hires BransonLaw PLLC as Counsel PROGISTIC CARRIERS: Asks for 30-Day Continuance of Hearings QAMM PROPERTIES: U.S. Trustee Unable to Appoint Committee RADNET MANAGEMENT: Moody's Confirms B2 CFR & Alters Outlook to Neg. RENTPATH HOLDINGS: Court Confirms Modified Plan ROBERT D. SPARKS: Hartzog Buying Rundell Place for $320K RUTABAGA CAFE: U.S. Trustee Unable to Appoint Committee SADDLEBROOK RESORTS: COVID-19 Effects Raise Going Concern Doubt SAKS & CO.: Landlord Sues for Unpaid Rent SEMILEDS CORPORATION: Reports $513K Net Loss for Third Quarter SKILLSOFT CORP: Moody's Rates $60MM Secured Credit Facilities 'Ba1' SKILLSOFT CORPORATION: Hires Richards Layton as Co-Counsel SKILLSOFT CORPORATION: Seeks to Hire Weil Gotshal as Counsel SLT HOLDCO: July 15 Deadline Set for Committee Questionnaires SOJOURNER-DOUGLASS: Trustee Selling Baltimore Property for $649K TAYLOR BUILDING: $14.8K Sale of Kenworth T270 Truck Confirmed TIMOTHY SCHMIDT: $169K Sale of Interest in Norwalk Property Okayed TOWN HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors TUESDAY MORNING: Store Closing Sales Ongoing TWO HANDS: March 31 Quarterly Results Cast Going Concern Doubt UNCLE BUD'S: Closes Murfreesboro, TN Location UNIVERSAL HEALTH: MSPRC Buying Claims for $167.5K USA GYMNASTICS: Great American Objects to Disclosures and Plan USA GYMNASTICS: National Casualty Objects to Disclosures and Plan USA GYMNASTICS: Non-Committee Claimants Object to Disclosures VENUS CONCEPT: Boris Vaynberg No Longer Serves as CTO VERITAS FARMS: Signs MOU to Exclusively License Extraction Tech VERONI BRANDS: Has $127,000 Net Income for Quarter Ended March 31 WALL TO WALL: Liquidates in Chapter 7 After Failing to Close Deal [*] Denver Restaurants That Won’t Reopen [*] Travel Companies at Risk of Bankruptcy Due to Covid-19 [] Private Equity Partner Cochran Joins Kilpatrick Townsend ********* 1006 WEBSTER: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: 1006 Webster, LLC 12918 Twinbrook Parkway Rockville, MD 20851 Case No.: 20-00302 Business Description: 1006 Webster, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 1006 Webster St., NW Washington, DC 20011. Chapter 11 Petition Date: July 13, 2020 Court: United States Bankruptcy Court District of Columbia Judge: Hon. Martin S. Teel, Jr. Debtor's Counsel: Craig M. Palik, Esq. MCNAMEE, HOSEA, JERNIGAN, KIM, GREENAN & LYNCH, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: (301) 441-2420 E-mail: cpalik@mhlawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Yared Assefaw, managing member. The Debtor stated it has no unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/xSUbIi 232 SEIGEL: Case Summary & 6 Unsecured Creditors ------------------------------------------------ Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- 232 Seigel Acquisition LLC 20-22845 679 Driggs Ave Brooklyn, NY 11211 232 Seigel Development LLC 20-22844 679 Driggs Avenue Brooklyn, NY 11211 Business Description: 232 Seigel Acquisition classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). 232 Seigel Acquisition is the owner of fee simple title to certain real property in Brooklyn, New York, having a comparable sale value of $18 million. Chapter 11 Petition Date: July 14, 2020 Court: United States Bankruptcy Court Southern District of New York Judge: Hon. Robert D. Drain Debtors' Counsel: Mark Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 800 Third Avenue New York, NY 10022 Tel: (212) 593-1100 Email: mfrankel@bfklaw.com 232 Seigel Acquisition's Total Assets: $18,000,000 232 Seigel Acquisition's Total Liabilities: $7,112,316 232 Seigel Development's Estimated Assets: $0 to $50,000 232 Seigel Development's Estimated Liabilities: $0 to $50,000 The petitions were signed by David Goldwasser, GC Realty Advisors, authorized signatory. A full-text copy of 232 Seigel Acquisition's petition containing among other items, a list of the Debtor's six unsecured creditors is available for free at: https://is.gd/FSUf7K A full-text copy of 232 Seigel Development's petition is available for free at: https://is.gd/z6OYfA 24 HOUR FITNESS: Obtains Court Clearance to Tap $50M Loan --------------------------------------------------------- Law 360 reports that bankrupt fitness gym chain 24 Hour Fitness Worldwide Inc. secured the first $50 million of a $250 million loan to fund its Delaware Chapter 11 cases and pandemic recovery Tuesday, after a brisk argument among creditors over an equal-size loan replacement. U.S. Bankruptcy Judge Karen B. Owens approved the interim debtor-in-possession loan outlay after directing an ad hoc creditor group that provided the DIP commitment to add a few days to a deadline for others to decide if they will participate in a related, later "roll-up" of $250 million in pre-petition debt. About 24 Hour Fitness 24 Hour Fitness Worldwide, Inc., owns and operates fitness centers in the United States. As of March 31, 2017, the company operated 426 clubs serving approximately 3.6 million members across 13 states and 23 markets, predominantly in California, Texas and Colorado. For the 12 months ended March 31, 2017, the company generated total revenue of about $1.4 billion. In May 2014, 24 Hour Fitness was acquired by affiliates of AEA Investors LP, Fitness Capital Partners and Ontario Teachers' Pension Plan for a total purchase price of approximately $1.8 billion. 24 Hour Fitness Worldwide and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11558) on June 15, 2020. 24 Hour Fitness was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Karen B. Owens is the case judge. The Debtors tapped Weil, Gotshal & Manges, LLP as lead bankruptcy counsel; Pachulski Stang Ziehl & Jones, LLP as local counsel; FTI Consulting, Inc. as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk, LLC as claims agent. 35NB LLC: Seeks Court Approval to Hire Realtor ---------------------------------------------- 35NB LLC and New Braunfels ER, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Mark Hampton and his firm Keller Williams Realty Heritage|KW Commercial. Debtors require the services of a realtor to list and market a commercial real estate located at 3221 Commercial Drive, New Braunfels, Texas. The realtor will get a 6 percent commission on the sales price. Mr. Hampton is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. Mr. Hampton holds office at: Mark Hampton Keller Williams Realty Heritage|KW Commercial 888 Landa Street New Braunfels, TX 78130 Telephone: (210) 823-8611 Email: Mark@MarkHamptonHomes.com About 35NB LLC and New Braunfels ER 35NB LLC, a company based in Houston, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-31457) on March 2, 2020. Its affiliate, New Braunfels ER, LLC, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-32553) on May 8, 2020. Judge Christopher M. Lopez oversees the cases, which are jointly administered under Case No. 20-31457. At the time of the filing, 35NB disclosed assets of between $1 million and $10 million and liabilities of the same range. New Braunfels had estimated assets of between $1 million and $10 million and liabilities of between $100,001 and $500,000. Debtors have tapped The Law Office of Nelson M. Jones III as their bankruptcy counsel. 3E EIGHT: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of 3E Eight, LLC, according to court dockets. About 3E Eight LLC 3E Eight, LLC is a privately held company with its principal assets located at 244 NE 85th St El Portal, FL 33138-3065. The Company previously sought bankruptcy protection on April 22, 2020 (Bankr. S.D. Fla. Case No. 20-14586). 3E Eight, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-16260) on June 9, 2020. At the time of filing, Debtor estimated $1 million to $10 million in both assets and liabilities. Judge A. Jay Cristol oversees the case. Elias Leonard Dsouza, Esq., at Elias Leonard Dsouza, PA, is Debtor's legal counsel. 4-S RANCH: Seeks Approval to Tap Dore Group as Appraiser -------------------------------------------------------- 4-S Ranch Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ The Dore Group as its appraiser. 4-S Ranch requires an appraisal of its 5,800-acre surface water storage facility in Merced County, Calif. It also needs expert testimony in connection with the litigation involving Sandton Credit Solutions Master Fund IV, LP. Dore Group will be paid at hourly rates as follows: Principals (Administrative Procedure/Deposition/Trial) $450 Vice President/Senior Management $350 Real Estate Advisor/Manager $250 Analyst/Support $150 The firm received a retainer of $10,000 from Sloan Cattle Company, LLC, an affiliate of 4-S Ranch. Lance Dore, Dore Group's chief executive officer and the appraiser who will be providing the services, is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached at: Lance W. Dore The Dore Group 1010 University Avenue, Suite C207 San Diego, CA 92103 Telephone: (619) 933-5040 Email: lwdore@thedoregroup.com About 4-S Ranch Partners 4-S Ranch Partners, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). 4-S Ranch Partners filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-10800) on March 2, 2020. The petition was signed by Stephen W. Sloan, Debtor's managing member. At the time of filing, Debtor was estimated to have $500 million to $1 billion in assets and $50 million to $100 million in liabilities. Judge Rene Lastreto II oversees the case. Reno F.R. Fernandez III, Esq., at Macdonald Fernandez LLP, is Debtor's legal counsel. A & J CONSTRUCTION: Hires Nixon Law Firm as Legal Counsel --------------------------------------------------------- A & J Construction Management, LLC received approval from the U.S. Bankruptcy Court for the Western District of Arkansas to employ The Nixon Law Firm as its legal counsel. The services to be provided by the firm include the following: (a) the preparation of records and reports as required by the Bankruptcy Rules, Interim Bankruptcy Rules and the Local Bankruptcy Rules; (b) the preparation of court documents; (c) the identification and prosecution of Debtor's claims and causes of action; (d) the examination of proofs of claim and the possible prosecution of objections to such claims; (e) advising Debtor regarding the contemplated ongoing operation of its business; (f) advising Debtor regarding the liquidation of assets of the estate; (g) assisting Debtor in performing its other official functions; and (h) the examination of Debtor's officers and other parties as to the acts, conduct and property of Debtor. Nixon Law Firm has agreed to a non-refundable retainer in the amount of $5,000, with ongoing legal work to be billed at the firm's normal rate. Stacy Alexander, Esq., at Nixon Law Firm, disclosed in court filings that the firm is a "disinterested person" within the meaning of Sections 101(14) and 327 of the Bankruptcy Code. The firm can be reached through: David G. Nixon, Esq. Stacy Alexander, Esq. The Nixon Law Firm 4100 Wagon Wheel Road Springdale, AR 72762 Telephone: (479) 582-0020 Facsimile: (479) 582-0030 Email: david@nixonlaw.com stacy@nixonlaw.com About A & J Construction Management A & J Construction Management, LLC is a privately held company in industrial building construction industry. It is based in Springdale, Ark. A & J Construction sought Chapter 11 protection (Bankr. W.D. Ark. Case No. 20-71501) on June 29, 2020. The petition was signed by Jeffrey Mann, Debtor's managing member. At the time of the filing, Debtor disclosed total assets of $2,785,493 and total liabilities of $1,700,539. The Nixon Law Firm is Debtor's legal counsel. ABG INTERMEDIATE 2: Moody's Rates New $150MM Loan Add-on 'B2' ------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to ABG Intermediate Holdings 2 LLC's proposed $150 million add-on to its senior secured term loan B due 2024. The company's existing ratings and stable outlook are unaffected. The company plans to use a portion of the $150 million add-on term loan to fund the proposed acquisition of Lucky Brand with the remaining proceeds to be used for general business purposes, including future acquisitions, and to pay fees and expenses. "The acquisition will add to Authentic Brands' scale and sizeable portfolio of brands, but also modestly increase financial leverage, to around 5.7x from 5.4x as of March 31, 2020," stated Moody's Vice President, Mike Zuccaro. The following rating was assigned: Issuer: ABG Intermediate Holdings 2 LLC $150 million senior secured 1st lien term loan due 2024, B2 (LGD3) The following are unchanged: Issuer: ABG Intermediate Holdings 2 LLC Corporate Family Rating; B2 Probability of Default Rating, B2-PD Senior Secured Bank Credit Facility, B2 (LGD3) Outlook; Stable RATINGS RATIONALE Authentic Brands' rating reflects governance risks, including financial and M&A strategies that have led to high leverage driven by both its acquisitive nature and financial sponsor ownership. Pro forma financial leverage is high but has improved over the past year through earnings growth and acquisitions funded with cash. However, the disruptions caused by the global spread of the coronavirus (COVID-19) will likely pressure Authentic Brands' licensing revenue and earnings, limiting its ability to improve credit metrics over the next 12-18 months. Also considered are the company's moderate brand and licensee concentrations, and potential for execution challenges associated with its acquisition-based growth strategy. The rating favorably reflects Authentic Brands' relatively stable and predictable revenue and cash flow streams received in the form of royalty payments from its licensees, which include significant contractually guaranteed minimums which augment potential overages (payments made in excess of those amounts). Also, its inherently asset-light licensor business model carries low fixed overhead costs and supports the company's strong operating margins and associated free cash flow generation. Liquidity is good, supported by balance sheet cash, full revolver availability and typically solid free cash flow generation. The stable outlook reflects Moody's expectation that disruptions caused by the global spread of the coronavirus (COVID-19) will likely pressure revenue and earnings, limiting its ability to improve credit metrics over the next 12-18 months, and that the company will maintain good liquidity, supported by balance sheet cash and typically solid free cash flow generation FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company experiences weaker than anticipated operating performance resulting from challenges in integrating acquired brands, the non-renewal of licenses, or renewals of its licenses at materially lower revenue streams. Specific metrics include debt-to-EBITDA sustained above 6.5 times or EBITA-to-interest sustained below 2.25 times. The ratings could be upgraded if the company maintains its operating performance and more conservative financial policies through a demonstrated willingness to sustain debt-to-EBITDA below 5.0 times and EBITA-to-interest expense above 2.75 times. Headquartered in New York, NY, ABG Intermediate Holdings 2 LLC is the borrowing entity for holding company Authentic Brands Group LLC (dba "Authentic Brands"). Authentic Brands is a brand management company with a portfolio of over 50 brands. The company also has control over the use of the name, image and likeness of several celebrities. The company is majority owned by private equity firms, with affiliates of BlackRock being the largest shareholders, followed by General Atlantic, Leonard Green, Lion Capital, Simon Property Group, management and other co-investors. Authentic Brands is privately owned and does not publicly disclose its financial information. The principal methodology used in these ratings was Apparel Methodology published in October 2019. ADAM KANTER: DeMarco Buying Hollywood Office Building for $425K --------------------------------------------------------------- Adam Kanter asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the modification of the contract for the sale of the office building property located at 1917 Harrison Street, Hollywood, Florida, legally described as Hollywood 1-21 B Lot 16 Block 25, to John DeMarco or related entity for $425,000, which was previously approved by the Court. Pursuant to the Final Judgment of Dissolution of Marriage entered by the Broward County Circuit Court sole ownership of the Partnership which owns the Office Building was awarded to the Debtor. Prior to the Petition Date, the Debtor executed an exclusive listing agreement with REMAX 5 Star Realty. The Listing Agreement provided for the marketing of the Office Building and payment of a standard commission upon procurement of a sale by the Broker. On Nov. 23, 2019, the Debtor's Broker, REMAX 5 Star Realty, procured an offer from the Buyer to purchase the Office Building for $550,000 which resulted in a contract for sale of the Office Building. At the hearing on the Sale Motion, Kenneth Shimm appeared and asserted to be the owner of the Partnership and objected to the sale on the basis that he never authorized the sale. Based upon the Shimm Objection, the Court set an evidentiary hearing which was later continued to accommodate Shimm. The twice extended evidentiary hearing was scheduled for Feb. 27, 2020. Prior to the hearing the Debtor and Shimm settled the objection by payment of $49,070 at the closing. The settlement of the Shimm objection was approved by the Court. On March 9, 2020, the Court entered its Order authorizing the sale of the Office Building. The Office Building is not suitable for use of the Debtor in his business and it is unlikely to be sold under better or more immediate sale terms. The costs of carrying the Office Building will result in a burden to the Debtor including taxes, insurance and upkeep. Thus, the sale of the Office Building is the best business decision for the Debtor and his creditors. Accordingly, the Debtor has negotiated modified terms with the Buyer, as follows: a. Purchase price of $425,000; b. Cash at closing of $50,000; c. Execution and delivery of purchase money first mortgage ("PMM") in the principal amount of $375,000 with interest at 6% per annum; d. Interest only payments of $1,875 per month; e. Balloon payment on 36th month; f. Option by Buyer to extend mortgage for an additional 12 months upon payment of $25,000 principal reduction; PLUS, additional option to extend mortgage for an additional 12 months upon payment of $25,000 principal reduction. Given the circumstances, the Debtor believes the sale of the Office Building under the modified terms to be the highest and best terms available at this time. Pursuant to a settlement agreement with Kenneth Shimm, the Debtor has granted a secured claim to Shimm in the amount of $49,070 representing Shimm's payment of ad valorem taxes and maintenance costs for the Office Building. Under the Shimm settlement agreement, the Debtor agreed to pay the settlement amount at closing. However, given the modified terms of sale, the Debtor will pay the Shimm claim as follows: (i) $5,000 at closing; (ii) $250.00 per month from the monthly interest payments; and (iii) balance of amounts owed at maturity and payment of the PMM. If the Purchaser exercises his option to extend the PMM, Shimm will receive $10,000 from each one of the principal reduction payments and will continue to receive payments of $250 per month during the extended PMM term. As security for his secured claim, Shimm will hold a collateral assignment of the PMM to the extent of his remaining claim. The concise statement of the modified terms: a. The purchaser is John DeMarco or related entity. Mr. DeMarco is not an insider as that term is defined in 11 U.S.C. Section 101(31). b. The modified terms of sale include purchase price of $425,000; the Seller is purchasing the Property "as is" and by special warranty deed; the closing date is five (5) days following approval by the Court. c. The Buyer will pay $50,000 at closing and will deliver a purchase money mortgage for the balance of the purchase price. The PMM will be payable as interest only at 6% per annum with balloon payment on the 36th month. Buyer has two (2) options to extend the PMM by an additional year. d. The sale is pursuant to contract and not being subjected to auction or other format that solicits higher and better offers. e. The Debtor has no personal identifier policy and does not believe that a consumer privacy ombudsman is necessary. f. The Property is subject to (i) a secured claim held by Kenneth Shimm and (ii) a claim of charging lien asserted by The London Law Firm, P.A. The charging lien claimed by The London Law Firm, P.A. will be secured by a second collateral assignment of the PMM which will be subordinate only to the Shimm Assignment. The London Assignment will be deemed as secured by the PMM only to the extent and in the amount that the London Lien Claim was secured by the Office Building. The validity, extent and amount of the London Lien Claim will be submitted to the Family Court for determination. Upon final adjudication by the Family Court, the London Assignment will become fixed and will be paid accordingly. Pursuant to Section 363(b) of the Bankruptcy Code, the Debtor asks authority to sell and transfer the Office Building to the Buyer under the modified terms as recited in the Motion. He asks (i) approval of the Purchase Agreement with John DeMarco for the sale of the Office Building for $425,000; (ii) authority to cause the Partnership to sell, transfer and convey the Office Building to the purchaser in exchange for the sales price; and (iii) to pay the real estate commission to REMAX 5 Star of 4% of the sales price and any other normal and customary cost of closing; and, any other relief deemed just. A copy of the Original Agreement is available at https://tinyurl.com/s4al54e from PaceMonitor.com free of charge. Adam Kanter sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 19-25312) on Nov. 14, 2019. The Debtor tapped Bart A. Houston, Esq., as counsel. AGM GROUP: JLKZ CPA LLP Raises Substantial Going Concern Doubt -------------------------------------------------------------- AGM Group Holdings Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F, disclosing a net loss of $1,562,855 on $709,630 of total revenues for the year ended Dec. 31, 2019, compared to a net loss of $8,412,731 on $5,112,520 of total revenues for the year ended in 2018. The audit report of JLKZ CPA LLP states that the Company had incurred substantial losses during the year, which raises substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2019, showed total assets of $14,514,013, total liabilities of $2,662,888, and $11,851,125 in total shareholders' equity. A copy of the Form 20-F is available at: https://is.gd/BVoWeC AGM Group Holdings Inc. operates as a software company in the People's Republic of China. The company develops and sells enterprise application software, including accounting software and enterprise resource planning software; and social trading software and multi-accounting trading management system to small and mid-size broker and institutional clients. It also develops subscription based and interactive trading education website; and provides technical support plans and software customization services. The company was founded in 2015 and is based in Wan Chai, Hong Kong. AKORN INC: Committee Hires Huron Consulting as Financial Advisors ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Akorn, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Huron Consulting Services LLC, as financial advisors to the Committee. The Committee requires Huron Consulting to: a) review and analyze financial information prepared by the Debtors, their accountants and/or other financial advisors; b) monitor and analyze the Debtors' operations and financial condition, cash expenditures, court filings, business plans, operating forecasts, strategy, projected cash requirements and cash management; c) attend meetings of the Committee, Debtors, their respective professionals, bankruptcy court hearings and participating in such other matters and on such occasions as the Committee may, from time-to-time request; d) review and analyze any restructuring or plan of reorganization proposed by the Debtors or any other party, and assist the Committee with evaluating and negotiating the terms and conditions of any restructuring or plan of reorganization, including analyzing the value of securities, if any, that may be distributed to unsecured creditors under any such restructuring or plan; e) review and analyze proposed transactions for which the Debtors seek Court approval; f) review, analyze, and make recommendations regarding any proposed disposition of the Debtors' assets and all related documentation, debtor-in-possession financing, proposed operational changes, and any expenditures out of the ordinary course of the Debtors' business; g) review reports concerning the Debtors' business and operations, including assessing the value of non-debtor affiliates; h) analyze the Debtors' pre-petition property, liabilities and financial condition, including analyzing potentially unencumbered assets, and the transfers with and among Debtors' affiliates; i) support any bankruptcy court proceedings necessary or appropriate to maximize recovery by the Committee's constituents, including expert witness or other testimony; j) investigate causes of action and other items as directed by the Committee; k) investigate possibly preferential or fraudulent transfers; l) if requested by the Committee, assisting with seeking prospective lenders, due diligence, transaction support, negotiations with prospective lenders and optimizing the terms of a prospective transaction; m) provide such other services as the Committee may, from time-to-time, deem necessary or appropriate in the course of discharging its fiduciary duties. Huron Consulting will be paid at these hourly rates: Managing Directors $825 to $1,195 Senior Directors $750 to $925 Directors $460 to $745 Managers $425 to $580 Associates $420 to $460 Analysts $300 to $300 Huron Consulting will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy J. Martin, managing director of Huron Consulting Services LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Huron Consulting can be reached at: Timothy J. Martin HURON CONSULTING SERVICES LLC 550 W. Van Buren Street Chicago, IL 60607 Tel: (312) 583-8700 Fax: (312) 583-8701 About Akorn, Inc. Akorn, Inc. (Nasdaq: AKRX) -- http://www.akorn.com/-- is a specialty pharmaceutical company that develops, manufactures, and markets generic and branded prescription pharmaceuticals, branded as well as private-label over-the-counter consumer health products, and animal health pharmaceuticals. Akorn is headquartered in Lake Forest, Ill., and maintains a global manufacturing presence, with pharmaceutical manufacturing facilities located in Illinois, New Jersey, New York, Switzerland, and India. Akorn, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11178) on May 20, 2020. As of March 31, 2020, Debtors disclosed total assets of $1,032,275,000 and total liabilities of $1,051,769,000. Judge John T. Dorsey oversees the cases. Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their general bankruptcy counsel. Richards, Layton & Finger, P.A., is Debtors' local counsel. AlixPartners, LLP, serves as the Debtors' restructuring advisor while PJT Partners LP is the financial advisor and investment banker. Kurtzman Carson Consultants, LLC, is the notice and claims agent. The U.S. Trustee for Region 3 appointed a committee to represent unsecured creditors in the Chapter 11 cases of Akorn Inc. and its affiliates. The Committee retained Jenner & Block LLP, as counsel; Saul Ewing Arnstein & Lehr LLP, as co-counsel; and Huron Consulting Services LLC, as financial advisors. ANDREW RUGGIERO: Selling Arizona Real Estate for $2.78M ------------------------------------------------------- Andrew Ruggiero asks U.S. the U.S. Bankruptcy Court for the District of Arizona authorize the sale of the following real properties: (1) 12770 East Gold Dust Avenue, Scottsdale, Arizona ("Debtor's Residence") to Gabriel and Sara Foster for $1,865,000; (2) 9490 North 105th Street, Scottsdale, Arizona to Earl and Penelope Cooper for $460,000; and (3) 15946 East Venetian Lane, Fountain Hills, Arizona, to Peter C. and Mary Jo Gallagher for $458,000, all subject to higher and better offers. The Debtor owns certain real property in Arizona, California and Texas. The real properties owned by the Debtor in Arizona are as follows ("Arizona Real Estate"): (i) the Debtor’s Residence, a single family residence; (ii) the 105th Street Property; and the Fountain Hills Property, a single family residence. The Debtor has determined that it is in the best interests of his bankruptcy estate and creditors to market and sell the Real Estate pursuant to an orderly marketing process. It has entered into, subject to the Court's approval, that certain Exclusive Right to Sell/Rent, Listing Contract with Raymond J. Plato of Viza Realty, LLC for him to act as the broker to market and sell the Arizona Real Estate. The Broker has negotiated, and the Debtor has agreed, subject to approval of the Court, consent of BMO Harris Bank, N.A., and subject to higher and better offers, to the sale of the Debtor' Residence to the Residence Buyer for the total net purchase price of $1,865,000, pursuant to the terms and conditions of (i) that certain Residential Resale Real Estate Purchase Contract dated May 30, 2020 delivered by the Residence Buyer to the Debtor; (ii) the Multiple Counteroffer dated and signed on June 1, 2020; and (iii) the Residential Buyer's Inspection Notice and Seller's Response dated June 11 and 15, 2020. The Residence Buyers purchase of the Debtor's Residence will be in cash from (a) a $25,000 earnest money deposit, (b) additional cash from the Residence Buyer paid at the close of escrow, and (c) the proceeds of a pre-approved loan for the balance of the purchase price. The close of escrow will be the later of July 15, 2020 and 20 days following the entry of the Court's order approving the sale. Pioneer Title Agency, Inc. will act as the title and escrow company in connection with the sale of the Debtor's Residence to the Residence Buyer. The Residence Buyer has deposited the sum of $25,000 with the Title Company as an earnest money deposit pursuant to, and subject to the terms of, the Residence Purchase Contract. Based upon the Debtor's and the Broker's prior experience with and knowledge of the Debtor' Residence and the surrounding area, and the Broker's marketing efforts, the purchase price for the Debtor’s Residence is fair and reasonable under the circumstances. The Broker has negotiated, and the Debtor has agreed, subject to approval of the Court, consent of BMO, and subject to higher and better offers, to the sale of the 105th Street Property to the 105th Street Buyer for the purchase price of $460,000, pursuant to the terms and conditions of that certain Residential Resale Real Estate Purchase Contract dated June 12, 2020 delivered by the 105th Street Buyer to the Debtor. The 105th Street Buyer’s purchase of the 105th Street Property will be in cash from (a) a $5,000 earnest money deposit, (b) additional cash from the Buyer paid at the close of escrow and (c) the proceeds of a loan for the balance of the purchase price. The close of escrow will be thirty (30) days following the entry of the Court's order approving the sale. Title Company will act as the title and escrow company in connection with the sale of the 105th Street Property to the 105th Street Buyer. The Buyer has deposited the sum of $5,000 with the Title Company as an earnest money deposit pursuant to, and subject to the terms of, the 105th Street Purchase Contract. Based upon the Debtor's and the Broker's prior experience with and knowledge of the 105th Street Property and the surrounding area, and the Broker's marketing efforts, the purchase price for the 105th Street Property is fair and reasonable under the circumstances. The Broker has negotiated, and the Debtor has agreed, subject to approval of the Court, consent of BMO, and subject to higher and better offers, to the sale of the Fountain Hills Property to the Fountain Hills Buyer for the purchase price of $458,000, pursuant to the terms and conditions of (i) that certain Residential Resale Real Estate Purchase Contract dated June 7, 2020 delivered by the Fountain Hills Buyer to the Debtor and (ii) the Counteroffer dated and signed on June 9, 2020. The Fountain Hills Buyer's purchase of the Fountain Hills Property will be in cash from (a) a $10,000 earnest money deposit and (b) additional cash from the Fountain Hills Buyer paid at the close of escrow. The close of escrow will be the later of July 7, 2020 and 20 days following the entry of the Court's order approving the sale. Title Company will act as the title and escrow company in connection with the sale of the Fountain Hills Property to the Fountain Hills Buyer. The Fountain Hills Buyer has deposited the sum of $10,000 with the Title Company as an earnest money deposit pursuant to, and subject to the terms of, the Fountain Hills Purchase Contract. Based upon the Debtor's and the Broker's prior experience with and knowledge of theof the Fountain Hills Property and the surrounding area, and the Broker's marketing efforts, the purchase price for the Fountain Hills Property is fair and reasonable under the circumstances. BMO holds a blanket lien encumbering the Debtor's Real Estate, including the Debtor's Residence, the 105th Street Property and the Fountain Hills Property ("Subject Property"). The amount of BMO's secured claim exceeds the value of the Subject Property. Therefore, BMO’s consent to the proposed sales. The Debtor and BMO are in the process of documenting an agreement regarding an appropriate marketing strategy for the sale of all of the Real Estate whereby, among other things, BMO will authorize and consent to the sale of the Real Estate under terms and conditions approved by the parties and the Court. Although BMO and the Debtor have not yet finalized the documentation of their agreement regarding the sale of the Real Estate, subject to approval of the form of sale order and the terms and conditions set forth in this motion, BMO has agreed to the sale of the Subject Property on the terms and conditions of the Residence Purchase Contract, the 105th Street Purchase Contract, and the Fountain Hills Purchase Contract and consents to the sale of the Subject Property free and clear of its liens encumbering it, subject to the entry of an order authorizing the sale that is acceptable to BMO, and provided, however, that BMO's liens will attach to 100% of the gross proceeds from the sales. Other than BMO’s first priority liens and taxes for the second half of 2019 in the amount of $4,775, there are no other liens or encumbrances encumbering the Debtor's Residence. Other than BMO's first priority liens and taxes for the second half of 2019 in the amount of $1,161, there are no other liens or encumbrances encumbering the 105th Street Property. Other than BMO's first priority liens and taxes for the second half of 2019 in the amount of $1,324, there are no other liens or encumbrances encumbering the Fountain Hills Property. Pursuant to the Listing Contract and subject to satisfaction of BMO's conditions of consent, the Broker and the Residence Buyer's broker will each receive a commission of 3% of the total purchase price for the Debtor's Residence upon the closing of the sale of the Debtor's Residence. 37. Pursuant to the Listing Contract and subject to satisfaction of BMO's conditions of consent, the Broker and the 105th Street Buyer's broker will each receive a commission of 3% of the total purchase price for the 105th Street Property upon the closing of the sale of the 105th Street Property. Pursuant to the Listing Contract and subject to satisfaction of BMO's conditions of consent, the Broker and the Fountain Hills Buyer's broker will each receive a commission of 3% of the total purchase price for the Fountain Hills Property upon the closing of the sale of the Fountain Hills Property. The Debtor asserts that these commissions are customary in the industry and are reasonable. Unless BMO otherwise agrees in writing, as a one-time accommodation to Debtor, BMO will consent to the proposed sale of the Subject Property only if each of the following conditions are satisfied: a. The proposed sales are subject to higher and better bids; b. The gross sale price for the Debtor's Residence is no less than $1,865,000; c. The gross sale price for the 105th Street Property is no less than $460,000; d. The gross sale price for the Fountain Hills Property is no less than $458,000; e. BMO's liens and security interests attach to 100% of the gross sale proceeds from the sales of the Subject Property; f. Only the following amounts will be paid from the gross sales proceeds at closing: i. No more than $4,775 for the payment of real property taxes on the Debtor's Residence; ii. No more than $1,161 for the payment of real property taxes on the 105th Street Property; iii. No more than $1,324 for the payment of real property taxes on the Fountain Hills Property; iv. No more than 6% of the gross sales price in broker commissions; and v. Other standard closing costs (e.g., title and recording fees, etc.), approved by BMO. g. Except as provided in subsection (e), the Title Company will indefeasibly distribute the sale proceeds from the sale of the Subject Property in accordance with a further order of the Court that is acceptable to BMO and the Debtor in all respects. h. The form of order approving the sales is acceptable to BMO in all respects. i. Any modifications to the terms of the sales are approved by BMO in writing. j. BMO must approve the final settlement/closing statement prior to any closing. The Debtor, through the Sale Motion, asks to effectuate a sale of the Subject Property on an as-is, where-is basis with no representations, guarantees, or warranties and free and clear of all liens, claims, encumbrances, and interests with BMO's liens and security interests attaching to 100% of the gross sale proceeds from each sale. Finally, the Debtor asks the Court to waive the 14 day stay imposed by Bankruptcy Rule 6004(h). A copy of the Contracts is available at https://tinyurl.com/yazfk8dc from PacerMonitor.com free of charge. Andrew Ruggiero sought Chapter 11 protection (Bankr. D. Ariz. Case No. 20-01210) on Feb. 5, 2020. The Debtor tapped Randy Nussbaum, Esq., at Sacks Tierney P.A. as counsel. On April 20, 2020, the Court appointed Raymond J. Plato of Viza Realty, LLC as the Debtor's Arizona Broker. ASTOR EB-5: Seeks Approval to Tap Joel M. Aresty as Legal Counsel ----------------------------------------------------------------- Astor EB-5, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Joel M. Aresty, P.A. as its legal counsel. The firm will provide the following services: (a) advise Debtor of its powers and duties in the continued management of its business operations; (b) advise Debtor with respect to its responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the rules of the court; (c) prepare legal documents; (d) protect the interest of Debtor in all matters pending before the court; and (e) represent Debtor in negotiation with its creditors in the preparation of a bankruptcy plan. Aresty will charge $440 per hour. Debtor has agreed to pay the firm an initial retainer of $26,000. Joel Aresty, Esq., at Aresty, disclosed in court filings that his firm is a "disinterested person" within the meaning of Sections 101(14) and 327(a) of the Bankruptcy Code. The firm can be reached at: Joel M. Aresty, Esq. Joel M. Aresty, P.A. 309 1st Ave S Tierra Verde, FL 33715 Telephone: (305) 904-1903 Facsimile: (800) 899-1870 Email: Aresty@Mac.com About Astor EB-5 Astor EB-5, LLC is a Florida limited liability company doing business as Hotel Astor, an art deco boutique hotel that offers amenities such as modern rooms, private terraces with courtyard and on-site pools. Visit http://hotelastor.comfor more information. Astor EB-5 sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-16595) on June 17, 2020. It first sought bankruptcy protection (Bankr. S.D. Fla. Case No. 18-24170) on Nov. 14, 2018. At the time of the filing, Debtor disclosed assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge A. Jay Cristol oversees the case. Joel M. Aresty, P.A. is Debtor's bankruptcy counsel. AVIANCA HOLDINGS: Plans to Emerge as Smaller Airline ----------------------------------------------------- Latin America's second-largest airline, Avianca, is currently undergoing a large restructuring effort, as part of its Chapter 11 bankruptcy and plans to emerge as a smaller and leaner airline. The company is being advised by restructuring experts from a number of leading consulting and law firms. Law firms engaged on the project are New York-based Milbank, US-based Smith, Gambrell & Russell, and Bogota-based law firms Gomez-Pinzon Abogados and Urdaneta, Vélez, Pearl & Abdallah Abogados. FTI Consulting is the lead restructuring advisor, while Seabury Securities is tasked with investment banking services. The cohort of legal and restructuring consultants are helping the world's second oldest airline with a comprehensive overhaul of its operations. The plan is to "right-size" Avianca's operations, which involves shrinking its fleet size, downsizing its network, and closing its Peru operation. The process will be complicated, and will require complex negotiations with the airline's numerous partners, but is a necessity for its survival. The airline filed for protection in New York in May 2020, after a sustained dearth of revenues brought about by the Covid-19 travel restrictions. The International Air Travel Association (IATA) reports that airline passenger traffic fell by almost 40% in March 2020, while expert predict that it will take more than half a decade for the sector to recover across the globe. "The starting point is worse for Latin American airlines," explained Mauricio França of L.E.K. Consulting, pointing to the facto that Brazil's major airlines have lost nearly $2 billion in the last half a decade. The rest of Latin America's aviation market has faced similar fortunes, and Avianca is among several airlines that have struggled financially in recent years. The most recent revenue shock topped up a turbulent 2019 for the Avianca, when it had already restructured debt and recently developed a turnaround strategy. Measures to cut costs began in March itself, when the airline put more than 20,000 employees on unpaid leave and put off its annual report till June 2020. However, the airline owes over $30 million to International Aero Engines, General Electric & CMF International, and an additional $28 million to Rolls Royce. Millions more are owed elsewhere, including to other aviation sector players such as Lufthansa, Boeing and Airbus. Leaving filing for protection as a logical and unavoidable next step. In discussion with Bloomberg, Avianca's CEO Anko Van Der Werff said: "We are facing the most challenging crisis in our 100-year history as we navigate the effects of the Covid-19 pandemic. We believe that a reorganization under Chapter 11 is the best path forward to protect the essential air travel and air transport services that we provide across Colombia and other markets throughout Latin America." Nevertheless, Avianca remains optimistic that it will stay afloat. Attention is turning to recovery strategies from the Covid-19 crisis, while the gradual easing of restrictions bodes well for the travel sector. In addition, a recent measure passed in Colombia has allowed the government to acquire a stake in airline companies, paving the way for a government bailout at Avianca – a type of support that has previously been unavailable to Latin American airlines. About Avianca Avianca -- https://aviancaholdings.com/ -- is the commercial brand for the collection of passenger airlines and cargo airlines under the umbrella company Avianca Holdings S.A. Avianca has been flying uninterrupted for 100 years. With a fleet of 158 aircraft, Avianca serves 76 destinations in 27 countries within the Americas and Europe. Avianca Holdings S.A. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No. 20-11133) on May 10, 2020. At the time of the filing, Debtors disclosed $7,273,900,000 in assets and $7,268,700,000 in liabilities. Judge Martin Glenn oversees the cases. Debtors tapped Milbank LLP as general bankruptcy counsel; Urdaneta, Velez, Pearl & Abdallah Abogados and Gomez-Pinzon Abogados S.A.S. as restructuring counsel; Smith Gambrell and Russell, LLP as aviation counsel; Seabury Securities LLC as financial restructuring advisor and investment banker; FTI Consulting, Inc. as financial restructuring advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee for Region 2 appointed a committee of unsecured creditors in Debtor's bankruptcy cases on May 22, 2020. AYRU INC: Signs Collaborative Partnership with Gallery Carts ------------------------------------------------------------ AYRO, Inc., enters into a collaborative engineering partnership with Gallery Carts, a provider of food and beverage kiosks, carts, and mobile storefront solutions. Joint development efforts have led to the launch of the parties' first all-electric configurable mobile hospitality vehicle for "on-the-go" venues across the United States. This innovative solution permits food, beverage and merchandising operators to bring goods directly to consumers. The configurable Powered Vendor Box, in the rear of the vehicle, features long-life Lithium batteries that power the preconfigured hot/cold beverage and food equipment and is directly integrated with the Club Car 411. The canopy doors, as well as the full vehicle, can be customized with end user logos and graphics to enhance the brand experience. Gallery, with 40 years of experience delivering custom food kiosk solutions, has expanded into mobile electric vehicles as customers increasingly want food, beverages and merchandise delivered to where they are gathering. For example, a recent study conducted by Technomic found that a large majority of students, 77%, desired alternative mobile and to-go food options on campus. Gallery, a premier distributor of Club Car 411 low speed electric vehicles manufactured by AYRO, has a diverse clientele throughout mobile food, beverage and merchandise distribution markets, for key customer applications such as university, corporate and government campuses, major league and amateur-level stadiums and arenas, resorts, airports and event centers. In addition to finding innovative and safe ways to deliver food and beverages to their patrons, reducing and ultimately eliminating their carbon footprint is a top priority for many of these customers. The AYRO/Gallery mobile "on-the-go" vehicles are well suited for bringing food, beverages and merchandise to the point of demand. COVID-19 has only amplified the need to bring food and beverages to students and faculty, patrons/fans and employees where and when needed in order to avoid large assemblies such as cafeterias. The Lithium-Powered Vendor Box supports mobile power for a range of on-board kitchen items and hot and cold storage/dispensing ensuring food and beverage items are safely stored, transported and delivered to consumers. Mobile "on-the-go" vehicles are available in a variety of standard, ready-made and configurable solutions, including the Toast and Roast, The Perk and Ride, the Bun on The Run, and more. Rod Keller, chief executive officer of AYRO, Inc., commented, "We are excited to partner with Gallery to co-design and supply exceptional purpose-built vehicles for food-service customers, from delivery to mobility. The Gallery team has been a highly innovative and successful group, supplying creative solutions to great hospitality venues and retailers for more than forty years, and we look forward to being part of their vision." "Our clients are constantly looking for ways to bring food to students and fans at point-of-demand. Consumers don’t want to come to you. They want you to bring food and retail products to them. For this reason, AYRO is a great strategic partner for Gallery, bringing highly engineered EV food solutions to college campuses, stadiums and arenas," said Dan Gallery, president of Gallery Carts. "We look forward to rolling out this product line and developing our next innovation with AYRO as we continue to fulfill our mission of helping customers mobilize their brands in a way that is both efficient and attractive." About AYRO Texas-based AYRO, Inc., f/k/a DropCar, Inc. -- http://www.ayro.com/ -- designs and delivers compact, emissions-free electric fleet solutions for use within urban and short-haul markets. Capable of accommodating a broad range of commercial requirements, AYRO's vehicles are the emerging leaders of safe, affordable, efficient and sustainable logistical transportation. AYRO was founded in 2017 by entrepreneurs, investors, and executives with a passion to create sustainable urban electric vehicle solutions for Campus Management, Last Mile & Urban Delivery and Closed Campus Transport. Dropcar reported a net loss of $4.90 million for the year ended Dec. 31, 2019, compared to a net loss of $18.75 million for the year ended Dec. 31, 2018. Friedman LLP, in East Hanover, New Jersey, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company has recurring losses and negative cash flows from operations. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. AZURRX BIOPHARMA: Says Financial Status Casts Going Concern Doubt ----------------------------------------------------------------- AzurRx BioPharma, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $5,261,290 on $0 of revenue for the three months ended March 31, 2020, compared to a net loss of $4,660,755 on $0 of revenue for the same period in 2019. At March 31, 2020, the Company had total assets of $8,184,312, total liabilities of $5,143,189, and $3,041,123 in total stockholders' equity. The Company said, "We expect to incur substantial expenditures in the foreseeable future for the development of MS1819 and our other product candidates. We will require additional financing to develop our product candidates, run clinical trials, prepare regulatory filings and obtain regulatory approvals, fund operating losses, and, if deemed appropriate, establish manufacturing, sales and marketing capabilities. Our current financial condition raises substantial doubt about our ability to continue as a going concern. Our failure to raise capital as and when needed would have a material adverse impact on our financial condition, our ability to meet our obligations, and our ability to pursue our business strategies. We will seek funds through additional equity and/or debt financings, collaborative or other arrangements with corporate sources, or through other sources of financing." A copy of the Form 10-Q is available at: https://is.gd/Oyhxqu AzurRx BioPharma, Inc., researches and develops non-systemic biologics for the treatment of patients with gastrointestinal disorders. Its product pipeline consists of therapeutic proteins under development, including MS1819-SD, a yeast derived recombinant lipase for the treatment of exocrine pancreatic insufficiency associated with chronic pancreatitis and cystic fibrosis; and AZX1101, a recombinant b-lactamase enzyme combination of bacterial origin for the prevention of hospital-acquired infections and antibiotic-associated diarrhea, as well as AZX1103, a b-lactamase enzyme combination. The company was incorporated in 2014 and is headquartered in Brooklyn, New York. BAY CLUB OF NAPLES: Hires Mr. Howard of GlassRatner as CRO ---------------------------------------------------------- The Bay Club of Naples, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Jim Howard of GlassRatner Advisory & Capital Group, LLC, as chief restructuring officer to the Debtors. Bay Club of Naples requires GlassRatner to work collaboratively with the Debtors' other professionals, and assist the Debtors in evaluating and implementing strategic and tactical options through the restructuring process. GlassRatner will be paid at these hourly rates: Jim Howard $475 Steven Prager $350 Bernadette Lombardo $340 Additional Staffs $150 to $350 Prior to the Petition Date, GlassRatner received $20,000 as retainer from Pinnacle Project Management, Inc. a related entity to the Debtors. GlassRatner will also be reimbursed for reasonable out-of-pocket expenses incurred. Jim Howard, partner of GlassRatner Advisory & Capital Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. GlassRatner can be reached at: Jim Howard GLASSRATNER ADVISORY & CAPITAL GROUP, LLC 299 Park Ave. 7th Floor New York, NY 10171 Tel: (239) 404-3339 Fax: (954) 859-5068 E-mail: jhoward@glassratner.com About The Bay Club of Naples The Bay Club of Naples, LLC, based in Naples, FL, and its affiliates sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 20-05008) on June 29, 2020. In the petition signed by Harry M. Zea, manager, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. UNDERWOOD MURRAY, P.A., serves as bankruptcy counsel to the Debtor. BEASLEY BROADCAST: Issues 1.3 Million Class A Shares ---------------------------------------------------- Beasley Broadcast Group, Inc., issued and sold to an institutional investor 1,276,596 shares of the Company's Class A common stock, par value $0.001 per share, in a privately negotiated transaction. As consideration for the issuance of shares of Class A common stock in the offering, the investor has agreed to reduce the principal amount outstanding under a promissory note previously issued to the investor by $2,250,000 (representing 75% of the value of the Class A common stock based on a fixed price of $2.35 per share). The shares were offered and sold pursuant to a prospectus supplement dated July 7, 2020 and an accompanying prospectus dated July 11, 2018 under the Company's shelf registration statement on Form S-3 (File No. 333-225893). There were no placement agents or underwriters used in connection with the offering. About Beasley Broadcast Group Beasley Broadcast Group, Inc. -- http://www.bbgi.com-- owns and operates 64 stations (47 FM and 17 AM) in 15 large- and mid-size markets in the United States. Approximately 19 million consumers listen to Beasley radio stations weekly over-the-air, online and on smartphones and tablets, and millions regularly engage with the Company's brands and personalities through digital platforms such as Facebook, Twitter, text, apps and email. Beasley recently acquired a majority interest in the Overwatch League's Houston Outlaws esports team and owns BeasleyXP, a national esports content hub. For more information, please visit www.bbgi.com. * * * As reported by the TCR on April 30, 2020, S&P Global Ratings lowered the issuer credit rating on Beasley Broadcast Group Inc. to 'CCC+' from 'B'. "The negative outlook reflects our view that Beasley will need to obtain a waiver from its lenders to avoid breaching its covenants in 2020 as economic weakness from the COVID-19 outbreak reduces advertising revenue and elevates leverage. It also reflects our expectation that the company will face elevated refinancing risks over the next two to three years," S&P said. BJS WHOLESALE: Moody's Raises CFR to Ba2, Outlook Stable -------------------------------------------------------- Moody's Investors Service, Inc. upgraded all ratings of BJS Wholesale Club Inc ("BJ'S"), including the corporate family rating, which was upgraded to Ba2 from Ba3. The outlook is stable. "T[he] upgrade recognizes the continuing improvement in BJ'S quantitative profile resulting from continued strong operating results as well as the recent reductions in debt of over $300 million. As a result, key metrics such as debt/EBITDA and EBIT/interest are benefitting, with debt/EBITDA now below 4 times and EBIT/interest of around 2.4 times," stated Moody's Vice President Charlie O'Shea. "Given the present environment, BJ'S has certainly been a prime beneficiary of the flight to consumables which was evidenced by its Q1 operating performance, and with a surge in memberships as a result of the pandemic. Moody's feels that a reasonable level of this recent upswing in operating performance can be maintained under a 'normalized' scenario," continued O'Shea. "Moody's also notes that despite heavy consumables mix and an explosion of online sales during Q1, BJ'S EBIT margin improved by around 100 bps year-over-year, indicating that the company was able to effectively manage through the higher-cost environment." Upgrades: Issuer: BJS Wholesale Club Inc Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Corporate Family Rating, Upgraded to Ba2 from Ba3 Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD4) from B1 (LGD4) Outlook Actions: Issuer: BJS Wholesale Club Inc Outlook, Changed to Stable from Positive RATINGS RATIONALE BJ'S Ba2 rating recognizes its formidable competitive position in its chosen markets, with limited competition from Costco and Sam's Club. The rating also considers the company's measured expansion, strong execution ability, sound strategy with a heavy-reliance on grocery items, and relatively benign online sales environment. In addition, the company's aggressive repositioning of several product categories and enhanced private label are driving improved margins. Financial policy is expected to be balanced, and BJ'S maintains excellent liquidity as evidenced by its SGL-1 speculative grade liquidity rating. The stable outlook reflects its expectation that BJ'S operating performance will continue to result in free cash flow generation and requisite debt reductions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if debt/EBITDA was sustained below 3.5 times and EBIT/interest was sustained around 3.5 times. Ratings could be downgraded if either due to a more aggressive financial policy or weakened operating performance debt/EBITDA rose above 4.75 times or if EBIT/interest was sustained below 2.5 times. The principal methodology used in these ratings was Retail Industry published in May 2018. Headquartered in Westborough, MA, BJ'S is a warehouse club retailer with 219 locations in 17 states and LTM revenues approaching $14 billion. BLUE RACER: Moody's Withdraws B2 Rating on New $400MM Unsec. Notes ------------------------------------------------------------------ Moody's Investors Service withdrawn the B2 rating that was previously assigned on Blue Racer Midstream, LLC's (Blue Racer) proposed $400 million senior unsecured notes due 2025. RATINGS RATIONALE Moody's has withdrawn the ratings following the cancellation of the issuance of the notes on 10 July 2020. Blue Racer Midstream, LLC is a private midstream company that provides gathering, processing, fractionation and natural gas liquids (NGLs) transportation, and marketing services to natural gas producers in the Utica and Marcellus Shale plays. BOISE CASCADE: Moody's Rates New $400MM Unsec. Notes Due 2030 'Ba2' ------------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Boise Cascade Company's proposed $400 million senior unsecured notes due 2030. Boise Cascade intends to use the proceeds of this offering to refinance the company's $350 million 5.625% senior unsecured notes due 2024 and $45 million term loan due 2026. The company's Ba1 corporate family rating (CFR), Ba1-PD probability of default rating (PDR), Ba2 senior unsecured debt rating and SGL-1 speculative grade liquidity rating remain unchanged. The rating outlook remains stable. "The refinancing is leverage neutral and Boise Cascade's existing ratings remain unchanged, reflecting our expectations that company's leverage (adjusted Debt to EBITDA) will be around 2.5x in 2020", said Ed Sustar, Senior Vice President with Moody's. Assignments: Issuer: Boise Cascade Company Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD5) RATINGS RATIONALE Boise Cascade (Ba1 CFR) benefits from its (1) good market positions in North American wood products manufacturing and building products distribution (a leading US producer of plywood and engineered wood products and wholesale building materials distributor); (2) strong liquidity; (3) good vertical integration; and (4) expectations that the company's adjusted leverage will remain strong at about 2.5x in 2020 (2.2x March 2020) as weaker demand due to the coronavirus outbreak is partially offset by slightly higher wood product prices. Boise Cascade is constrained: (1) by its concentration in the cyclical US home construction and repair/remodeling end markets; (2) volatile wood product prices; (3) lower near-term product demand as a result of the coronavirus outbreak; and (4) low operating margins. In addition, Moody's expects management will continue to focus on acquisition and expansion opportunities to further grow its more stable, but lower margin, distribution business, which currently represents about 55% of the company's earnings. The spread of the coronavirus outbreak, weak global economic outlook, 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 paper and forest products sector have been affected by the shock given its sensitivity to consumer demand and sentiment. However, in most jurisdictions, the paper and forest products industry has been deemed as an essential industry. This designation allows Boise Cascade to continue to supply products used in infrastructure and construction projects. Nonetheless, the impact on Boise Cascade's credit profile could leave it vulnerable to shifts in market sentiment in these unprecedented operating conditions and Boise Cascade remains vulnerable to the outbreak as it continues 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 new unsecured notes are rated Ba2, one notch below the CFR due to subordination to the company's senior secured debt, in accordance with Moody's Loss Given Default for Speculative-Grade Companies methodology. Boise Cascade has strong liquidity (SGL-1) with about $600 million of liquidity sources and no near-term mandatory debt repayments. Sources of liquidity consist of $215 million of cash (as of March 2020), revolver availability of $345 million (on a $350 million asset-based revolving credit facility that matures in March 2025) and Moody's projected cash generation of about $30 million over the next four quarters (after regular dividends). Covenant headroom is strong, and Moody's does not expect any breaches in the near term. The stable outlook reflects its expectation that Boise Cascade will maintain good operating performance and strong liquidity over the next 12-18 months. Moody's expects the company's operating earnings will remain relatively flat over the next 12 months as the benefit from operational improvements, the ramp up of acquired distribution centers and the flow-through of rising wood product prices (given recent capacity curtailments) will be offset by lower sale volumes because of temporary industrial shut downs and weaker economic activity due to the coronavirus pandemic. As a manufacturing company, Boise Cascade is moderately exposed to environmental risks, such as air and water emissions, and social risks, such as labor relations and health and safety issues. The company has established expertise in complying with these risks, and has incorporated procedures to address them in their operational planning and business models. Governance risk is low, as Boise Cascade is a public company with clear and transparent reporting. The company may direct some of its free cash flow to acquisitions or dividends as its leverage is currently below its reported gross debt-to-EBITDA target of 2.5x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade: -- Increased diversification away from the cyclical US home construction and repair/remodeling end markets -- An unsecured capital structures -- Adjusted debt/EBITDA is sustained below 3x (2.2x LTM as of March 2020) and (RCF-Capex)/adjusted total debt is maintained above 12% (11% LTM as of March 2020) based on its forward view of financial performance -- The company maintains strong liquidity and conservative financial policies Factors that could lead to a downgrade: -- Significant deterioration in the company's liquidity and operating performance -- Changes in financial management policies that would materially pressure the company's balance sheet -- Adjusted debt/EBITDA exceeds 4x (2.2x LTM as of March 2020) or (RCF-Capex)/adjusted debt approaches 5% (11% LTM as of March 2020) based on its forward opinion of sustained metrics The principal methodology used in this rating was Paper and Forest Products Industry published in October 2018. Headquartered in Boise, Idaho, Boise Cascade manufactures engineered wood products and plywood and is a wholesale distributor of a broad line of building materials, including siding, composite decking and about 60% of the wood products that it manufactures. The company generated 2019 sales of $4.6 billion. BOXLIGHT CORP: March 31 Quarterly Results Cast Going Concern Doubt ------------------------------------------------------------------ Boxlight Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $1,949,623 on $5,723,049 of net revenues for the three months ended March 31, 2020, compared to a net loss of $4,605,452 on $4,993,399 of net revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $19,267,512, total liabilities of $19,939,820, and $672,308 in total stockholders' deficit. Boxlight Corp. said, "The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. As of March 31, 2020, the Company had an accumulated deficit of $33,296,054 and a working capital deficit of $7,117,972. During the three months ended March 31, 2020, the Company incurred a net loss of $1,949,623 and net cash used in operations was $890,281. These factors raise substantial doubt regarding the Company's ability to continue as a going concern within one year after the issuance date of these consolidated condensed financial statements. The Company is seeking to obtain funds for operations through public or private sales of equity and debt securities or from bank or other loans." A copy of the Form 10-Q is available at: https://is.gd/svKkTP Boxlight Corporation is a visual display technology company. The Georgia-based Company currently design, produce and distribute interactive projectors and distribute interactive LED flat panels in the education market. It also distributes science, technology, engineering and math (or "STEM") data logging products to the educational market. BRIGGS & STRATTON: Skips Paying Interest, Sets Up Restructuring --------------------------------------------------------------- Allison McNeely, writing for Bloomberg News, reports that engine manufacturer Briggs & Stratton has stopped paying interest on 2020 notes. The company didn't make June 15, 2020 payment on 2020 notes. It will award up to $5.125 million in retention bonuses worth $5.125 million and sets up possible restructuring. The manufacturer missed a $6.7 million payment due June 15, 2020 on its 6.875% notes maturing in 2020, triggering a 30-day grace period to make the payment or be in default, according to a filing. Briggs & Stratton will pay $5.125 million in retention bonuses to its executives and key employees, and restore previous salary cuts, while amending its credit facility for greater flexibility. The Milwaukee Business Journal reports that Briggs & Stratton could fall into bankruptcy as it struggles to complete its reorganization plan with the negative impacts of the Covid-19 pandemic. About Briggs & Stratton Corp. Founded in 1908, Briggs & Stratton Corporation (NYSE: BGG), headquartered in Milwaukee, Wisconsin, is a producer of gasoline engines for outdoor power equipment, and is a designer, manufacturer and marketer of power generation, pressure washer, lawn and garden, turf care and job site products through its Briggs & Stratton, Simplicity, Snapper, Ferris, Vanguard, Allmand, Billy Goat, Murray, Branco, and Victa brands. Briggs & Stratton products are designed, manufactured, marketed and serviced in over 100 countries on six continents. Visit http://www.basco.com/and http://www.briggsandstratton.com/ For the nine months ended March 29, 2020, the Company reported a net loss of $193.59 million on $1.22 billion of net sales compared to a net loss of $35.54 million on $1.36 billion of net sales for the nine months ended March 31, 2019. As of March 29, 2020, the Company had $1.59 billion in total assets, $930.28 million in total current liabilities, $419.8 million in total other liabilities, and $239.34 million in total shareholders' investment. * * * In early June 2020, S&P Global Ratings lowered its rating on Wisconsin-based small engine manufacturer Briggs & Stratton Corp. (BGG) to 'CCC-' from 'CCC'. In addition, S&P lowered its rating on the company's unsecured notes to 'CC' from 'CCC-'. Its '5' recovery rating (rounded estimate: 10%) on the notes is unchanged. BGG's asset-based lending (ABL) facility, which had $402 million drawn at March 29, 2020, will mature on Sept. 15, 2020, if the company does not repay its $195 million of outstanding unsecured notes by this date or maintain the applicable ABL availability level required by the credit agreement. A combination of very high leverage and operating challenges appear likely to cause a default or distressed restructuring before the Sept. 15, 2020, springing ABL maturity. BGG's operating performance, which was soft during fiscal year 2019 due to unfavorable weather and the Sears bankruptcy, has faced much stronger headwinds in fiscal year 2020 (FY20) due to the economic impact of the coronavirus pandemic. CALIFORNIA RESOURCES: Lenders Extend Forbearance Period to July 15 ------------------------------------------------------------------ California Resources Corporation and certain of its subsidiaries further amended the forbearance agreements, dated June 2, 2020, with: * certain lenders representing a majority of the outstanding principal amount of the loans under its Credit Agreement, dated as of Sept. 24, 2014, by and among the Company, as the Borrower, the subsidiary guarantors party thereto, the various Lenders identified therein, JPMorgan Chase Bank, N.A., as Administrative Agent, a Lender and a Letter of Credit Issuer, and Bank of America, N.A., as a Lender and a Letter of Credit Issuer; * certain lenders representing a majority of the outstanding principal amount of the term loans under its Credit Agreement, dated Aug. 12, 2016, by and among the Company, as the Borrower, the various Lenders identified therein and The Bank of New York Mellon Trust Company, N.A., as Administrative Agent; and * certain lenders representing a majority of the outstanding principal amount of the term loans under its Credit Agreement, dated as of Nov. 17, 2017, by and among the Company, as the Borrower, the subsidiary guarantors party thereto, the various Lenders identified therein and The Bank of New York Mellon Trust, N.A., as Administrative Agent. The Forbearing Parties agreed to extend the period in which they will forbear from exercising any remedies under the Credit Agreements with respect to certain specified events of default until the earlier of (a) 11:59 p.m. (New York time) on July 15, 2020 and (b) the date the Forbearance Agreements otherwise terminate in accordance with their terms. The Forbearance Agreements include certain covenants with which the Company must comply during the forbearance period. The failure to comply with such covenants, among other things, would result in the early termination of the forbearance period. About California Resources California Resources Corporation -- http://www.crc.com/-- is an oil and natural gas exploration and production company headquartered in Los Angeles, California. CRC operates its resource base exclusively within the State of California, applying complementary and integrated infrastructure to gather, process and market its production. California Resources reported a net loss attributable to common stock of $28 million for the year ended Dec. 31, 2019, compared to net income attributable to common stock of $328 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $4.97 billion in total assets, $543 million in total current liabilities, $4.86 billion in long-term debt, $135 million in deferred gain and issuance costs, $715 million in other long-term liabilities, $816 million in mezzanine equity, and a total deficit of $2.09 billion. * * * As reported by the TCR on July 3, 2020, S&P Global Ratings lowered its long-term issuer credit rating on U.S.-based oil and gas exploration and production company California Resources Corp. (CRC) to 'D' (default) from 'CC'. "The downgrade reflects our view that CRC will not make the aggregate interest payments on its 1.5-lien term loan due 2021, its first-lien term loan due 2022, or its 8% second-lien notes due 2022 within the 30-day grace period. The company continues discussions with its debtholders, and we believe these will result in a comprehensive debt restructuring or a bankruptcy filing," S&P said. As reported by the TCR on July 9, 2020, Moody's Investors Service downgraded California Resources Corporation's Corporate Family Rating to Ca from Caa3. The downgrade of CRC's ratings reflects the high probability that the company will restructure its debt in the very near term, as well as Moody's view of recovery. CALUMET SPECIALTY: S&P Rates New Senior Secured Debt 'B+' --------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Calumet Specialty Products Partners L.P. S&P is assigning its 'B+' issue-level rating to the proposed senior secured notes. The recovery rating is '1', reflecting S&P's expectation of a very high (90%-100%; rounded estimate: 95%) recovery in the event of payment default. S&P based the rating on preliminary terms and conditions. At the same time, S&P is affirming its issue-level ratings on the company's existing unsecured notes at 'B-'. The recovery rating is '4'. This rating action follows the announcement that the company will be issuing new $200 million in senior secured notes due 2024 to redeem a portion of its existing 2022 unsecured notes ($200 million of $350 million). As part of the exchange (at par), Calumet has entered into a support agreement with its existing 2022 and 2025 noteholders for consent to tender the 2022 notes and add secured debt to the capital structure, with the 2025 noteholders receiving a 25 basis point consent fee. The affirmation of the issuer credit rating reflects S&P's expectation that Calumet will maintain adequate liquidity and credit measures with S&P Global Ratings' adjusted debt to EBITDA between 6x and 7x. The negative outlook on Calumet reflects the potential for weakening earnings and credit measures beyond what S&P assumed in its base case. S&P's economic assumptions include a U.S. GDP contraction in 2020 and West Texas Intermediate (WTI) crude pricing of $25 per barrel in 2020. Given the expected deterioration in EBITDA, S&P expects Calumet's credit metrics to weaken in 2020. On a weighted-average basis, the rating agency expects the company will maintain debt to EBITDA between 6x and 7x. "We could lower the rating on Calumet over the next 12 months if credit metrics weaken such that adjusted debt to EBITDA rises above 8x on a sustained basis, driven by prolonged low oil prices and end markets being more impaired by the COVID-19 pandemic than we forecast. This would affect operating performance and margins. We could also take a negative rating action if the company's financial policies become more aggressive, such as pursuing material debt-funded shareholder rewards, or if free cash flow were to trend negative for consecutive quarters, causing a deterioration from current liquidity," S&P said. "We could revise the outlook on Calumet within the next year if we believe it can withstand the recessionary environment while maintaining debt to EBITDA of 6x-7x with adequate liquidity. Other factors that could result in a positive rating action include improved crack margins, cost reductions, and streamlining operations while maintaining strong margins in the specialty chemicals business. In addition, given the company's past divestitures of fuel assets, we could consider an upgrade if it sold additional assets and used proceeds to reduce debt," the rating agency said. CAPITAL TRUCK: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Capital Truck, Inc. DBA Mack Sales of Tallahassee 4740 Blountstown HWY (US 20 West) Tallahassee, FL 32304 Business Description: Capital Truck, Inc. is a truck dealer in Florida. Chapter 11 Petition Date: July 14, 2020 Court: United States Bankruptcy Court Northern District of Florida Case No.: 20-40287 Debtor's Counsel: Thomas Woodward, Esq. BRUNER WRIGHT, P.A. 2810 Remington Green Circle Tallahassee, FL 32308 Tel: (850) 385-0342 Email: twoodward@brunerwright.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Thomas, 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/yxI0LJ CBAK ENERGY: Lender Agrees to Swap $250K Note for Equity -------------------------------------------------------- CBAK Energy Technology, Inc. entered into an exchange agreement with Atlas Sciences, LLC (Lender), pursuant to which the Company and the Lender agreed to (i) partition a new promissory note in the original principal amount equal to $250,000 from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 461,595 shares of the Company's common stock, par value $0.001 per share to the Lender. According to the Exchange Agreement, the Shares are required to be delivered to the Lender on or before July 8, 2020 and the exchange will occur upon the Lender's surrender of the Partitioned Promissory Note to the Company on the date when the Shares are eligible for free trading. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc. -- http://www.cbak.com.cn/-- is engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the following applications: electric vehicles; light electric vehicles; and electric tools, energy storage, uninterruptible power supply, and other high power applications. CBAK Energy reported a net loss of $10.85 million for the year ended Dec. 31, 2019, compared to a net loss of $1.96 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $94.20 million in total assets, $82.70 million in total liabilities, and $11.50 million in total equity. Centurion ZD CPA & Co., in Hong Kong, China, the Company's auditor since 2016, issued a "going concern" qualification in its report dated May 14, 2020, citing that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2019. All these factors raise substantial doubt about its ability to continue as a going concern. CHESAPEAKE ENERGY: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------- Henry Hobbs, Jr., acting U.S. trustee for Region 7, appointed a committee to represent unsecured creditors in the Chapter 11 cases of Chesapeake Energy Corp. and its affiliates. The committee members are: 1. Wilmington Savings Fund Society, FSB Attn: Patrick J. Healy 500 Delaware Avenue Wilmington, DE 19801 Tel: 302-888-7420 Fax: 302-421-9137 Email: phealy@wsfsbank.com Counsel: Foley & Lardner LLP Harold Kaplan, Esq. Mark Hebbeln, Esq. 321 North Clark St., Suite 3000 Chicago, IL 60654-4762 Tel: 312-832-4500 Fax: 312-832-4700 Email: hkaplan@foley.com mhebbeln@foley.com Counsel: Jennifer Huckleberry, Esq. 1000 Louisiana Street, Suite 2000 Houston, TX 77002-2099 Tel: 713-276-5500 Fax: 713-276-5555 Email: jhuckleberry@foley.com 2. The Bank of New York Mellon Trust Company, N.A. Attn: Gary Bush 240 Greenwich Street, 7th Floor New York, NY 10286 Tel: 212-815-2747 Email: gary.bush@bnymellon.com Counsel: Emmet, Marvin & Martin, LLP Ed Zukowski, Esq. 120 Broadway, 32nd Floor New York, NY 10271 Tel: 212-238-3021 Email: ezukowski@emmetmarvin.com 3. Energy Transfer Attn: Jim Wright 1300 Main Street, 20th Floor Houston, TX 77002 Tel: 713-989-7010 Email: jim.wright@energytransfer.com Counsel: Akerman LLP John Mitchell, Esq. 2001 Ross Ave., Suite 3600 Dallas, TX 75201 Tel: 214-720-4344 Email: john.mitchell@akerman.com 4. The Williams Companies, Inc. Attn: Tyler Evans One Williams Center, Suite 4700 Tulsa, OK 74172 Tel: 918-573-0454 Email: tyler.evans@williams.com Counsel: Davis Polk & Wardell LLP Brian Resnick, Esq. 450 Lexington Ave. New York, NY 10017 Tel: 212-450-4213 Email: brian.resnick@davispolk.com 5. Glass Mountain Pipeline, LLC Attn: Mindy Shaver 2626 Cole Avenue, Suite 900 Dallas, TX 75204 Tel: 214-880-6000 Email: mshaver@nesmidstream.com Counsel: Porter Hedges LLP Joshua Wolfshohl, Esq. 1000 Main Street, 36th Floor Houston, TX 77002 Tel: 713-226-6695 Fax: 713-226-6295 Email: jwolfshohl@porterhedges.com 6. Gulf South Pipeline Company, LLC Attn: Adina Owen 9 Greenway Plaza, Suite 2800 Houston, TX 77046 Tel: 713-479-8030 Fax: 713-479-1730 Email: adina.owen@bwpipelines.com Counsel: Foley & Lardner, LLP John Melco, Esq. 1000 Louisiana Street, Suite 2000 Houston, TX 77002 Tel: 713-276-5727 Email: jmelco@foley.com 7. Halliburton Energy Services, Inc. c/o Rob Cloud 3000 N. Sam Houston Pkwy. East Houston, TX 77032 Tel: 713-839-2021 Email: rob.cloud@halliburton.com Counsel: Dore Rothberg McKay, PC Zachary McKay, Esq. 17171 Park Row, Suite 160 Houston, TX 77084 Tel: 281-829-1555 Email: zmckay@dorelaw.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Chesapeake Energy Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy reported a net loss of $308 million for the year ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19 billion in total assets, $2.39 billion in total current liabilities, $9.40 billion in total long-term liabilities, and $4.40 billion in total equity. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. Debtors have tapped Kirkland & Ellis LLP as legal counsel; Alvarez & Marsal as restructuring advisor; Rothschild & Co and Intrepid Financial Partners as financial advisors; and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information. Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel; RPA Advisors, LLC as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc. has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. CHINESEINVESTORS.COM: Taps Hinds Law Group as Legal Counsel ----------------------------------------------------------- Chineseinvestors.com, Inc. received approval from the U.S. Bankruptcy Court for the Central District of California to employ The Hinds Law Group, APC as its legal counsel. Hinds Law Group will provide the following services: a. review Debtor's financial information; b. advise Debtor regarding the options for addressing the filing of a Chapter 11 petition to deal with lawsuits; c. work with Debtor to craft a plan to deal with its creditors; d. prepare Debtor's schedules of assets and liabilities, statement of financial affairs, schedules of income and expenses, list of equity security holders, and the master mailing matrix; e. assist Debtor at the initial interview with the U.S. trustee and the meeting of creditors under Section 341(a) of the Bankruptcy Code; f. advise Debtor regarding its rights and responsibilities under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the requirements of the Office of the U.S. Trustee; g. represent Debtor before the bankruptcy court and the Office of the U.S. Trustee; and h. file a Chapter 11 plan and disclosure statement to reorganize Debtor's finances. The firm will be paid at hourly rates as follows: Attorneys $200 - $695 Paraprofessionals $90 - $200 The firm received a pre-bankruptcy retainer of $70,000. Andrew James Hinds Jr., Esq., a partner at Hinds Law Group, disclosed in court filings that he and his firm are disinterested within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Andrew James Hinds, Jr., Esq. The Hinds Law Group, APC 21257 Hawthorne Blvd., 2nd Floor Torrance, CA 90503 Phone: (310) 316-0500 Fax: (310) 792-5977 About Chineseinvestors.com Inc. Chineseinvestors.com, Inc. was established as an 'in language' (Chinese) financial information web portal that provides information about US Equity and Financial Markets, as well as other financial markets. Chineseinvestors.com filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-15501) on June 18, 2020. In the petition signed by Wei Warren Wang, chief executive officer, Debtor disclosed $2,655,736 in assets and $11,574,081 in liabilities. Judge Ernest M. Robles oversees the case. Rachel M. Sposato, Esq., at The Hinds Law Group, APC, is Debtor's legal counsel. CITIUS PHARMACEUTICALS: Regains Compliance with Nasdaq Listing Rule ------------------------------------------------------------------- Citius Pharmaceuticals, Inc., received written notice from The Nasdaq Stock Market on July 10, 2020, that the Company had regained compliance with Rule 5550(a)(2) because the Company's common stock had closed at a price greater than $1.00 for the 10 consecutive trading days between June 25 and July 9, 2020. As a result, Nasdaq has closed the matter. On April 1, 2020, Citius received written notice from Nasdaq indicating that, because the closing bid price for the Company's common stock has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complied with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market under Rule 5550(a)(2) of the Nasdaq Listing Rules. About Citius Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. -- http://www.citiuspharma.com/-- is a specialty pharmaceutical company dedicated to the development and commercialization of critical care products targeting unmet needs with a focus on anti-infectives, cancer care and unique prescription products. Citius reported a net loss of $15.56 million for the year ended Sept. 30, 2019, a net loss of $12.54 million for the year ended Sept. 30, 2018, and a net loss of $10.38 million for the year ended Sept. 30, 2017. As of March 31, 2020, Citius had $26.49 million in total assets, $4.05 million in total liabilities, and $22.44 million in total stockholders' equity. Wolf & Company, P.C., in Boston, Massachusetts, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 16, 2019, citing that the Company has suffered recurring losses and negative cash flows from operations and has a significant accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CLUB MADONNA: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Club Madonna, Inc., according to court dockets. About Club Madonna Club Madonna Inc., owner of an adult entertainment club in Miami Beach, Fla., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-15203) on May 11, 2020. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and liabilities of $100,000 and $500,000. Judge A. Jay Cristol oversees the case. Samuel Sorota, Esq., is the Debtor's bankruptcy attorney. COLOR STAR: Management Says Going Substantial Concern Doubt Exists ------------------------------------------------------------------ Color Star Technology Co., Ltd., filed its Form 6-K, disclosing a net loss of $7,502,040 on $21,131,607 of revenue for the six months ended Dec. 31, 2019, compared to a net loss of $3,071,713 on $26,242,214 of revenue for the same period in 2018. At Dec. 31, 2019, the Company had total assets of $52,831,216, total liabilities of $57,666,242, and $4,835,026 in total shareholders' deficiency. Color Star said, "Management has determined there is substantial doubt about our ability to continue as a going concern. If the Company is unable to generate significant revenue, secure the continued forbearance of its bank and/or additional financing or resolve any pending estimated claim charges, the Company may be required to cease or curtail its operations. Management is trying to alleviate the going concern risk through equity financing, obtaining additional financial support and credit guarantee commitments and debt restructuring for most litigation liabilities." A copy of the Form 6-K is available at: https://is.gd/GK1O43 Color Star Technology Co., Ltd., through its subsidiary, Sunway Kids International Education Group Ltd, engages in the education service business. It provides education and health services to day-care and preschools in China. The company also offers a structured system for early childhood education, including artificial intelligence (AI) and robotic technologies, intellectual campus administration software as a service system (SAAS System), and online education courses for kids and parents. In addition, it provides personalized growth plans for each child based on the analysis of performance data. Further, the company offers U Campus SAAS System, a smart school management SAAS System with U Campus, an online service that provides a package of support for the operation and management of preschool education institutions, including student management, employee management, financial management, attendance management, and health management. Additionally, it provides Childhood AI Analysis Service, which provides schools with monitoring equipment that utilizes AI technology to record and analyze key information about the children in real time, such as emotions, movement, concentration, and points of interest; targeted teaching programs consulting service for preschool children; and online education service, which offers an English as a Second Language curriculum named Precise Mind to kindergartens in China, supplementing their existing English curriculum. The company was formerly known as Huitao Technology Co., Ltd., and changed its name to Color Star Technology Co., Ltd. in May 2020. Color Star Technology was founded in 2002 and is based in New York, New York. CONGOLEUM CORP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Congoleum Corporation 3500 Quakerbridge Road Mercerville, NJ 08619 Business Description: Congoleum Corporation -- https://www.congoleum.com/ -- manufactures and sells vinyl sheet and tile products for both residential and commercial markets. Its products are used in remodeling, manufactured housing, new construction, commercial applications and recreational vehicles. Chapter 11 Petition Date: July 13, 2020 Court: United States Bankruptcy Court District of New Jersey Case No.: 20-18488 Judge: Hon. Michael B. Kaplan Debtor's Counsel: Warren A. Usatine, Esq. Felice R. Yudkin, Esq. Rebecca W. Hollander, Esq. COLE SCHOTZ P.C. Court Plaza North 25 Main Street Hackensack, NJ 07601 Tel: 201-489-3000 Email: wusatine@coleschotz.com fyudkin@coleschotz.com rhollander@coleschotz.com Debtor's Financial Advisor & Investment Banker: B. RILEY FBR, INC. Debtor's Financial Advisor: PHOENIX MANAGEMENT SERVICES, LLC Debtor's Claims & Noticing Agent: PRIME CLERK LLC https://cases.primeclerk.com/congoleum/Home-Index Estimated Assets: $50 million to $100 million Estimated Liabilities: $100 million to $500 million The petition was signed by Christopher O'Connor, chief executive officer/president. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/FXaCo3 List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Quaint Oak Bank Unsecured SBA $5,734,598 501 Knowles Avenue PPP Loan Southampton, PA 18966 William D. Twigg Tel: 215-364-4059 Fax: 215-364-4650 Email: wtwigg@quaintoak.com 2. Hong Kong Jufeng Vendor $929,297 Investment Co., Ltd 01-5, KCN Quang Chau, Chau Village 26000 Bill Wang Tel: +86-137-5423458 Fax: 86 572-5043685 Email: bill@tzbamboo.com 3. MJ International Vendor $496,850 No 126 Ta-Nuan Raod 236 Taipei, Hsien TW Shaq Chao Tel: +886-2-2268-4666 Ext. 7122 Fax: 886-2-2268-4667 Email: shaq.chao@mjig.com 4. Gibbons P.C. Legal Fees $432,683 One Gateway Center Newark, NJ 07102 Kevin W. Weber Tel: 973-596-4895 Fax: 973-639-8372 Email: kweber@gibbonslaw.com 5. Compass Display & Vendor $381,217 Promotion Company 1659 Calhoun Street Warehouse 590 Trenton, NJ 08638 Jeff Carugati Tel: 609-731-3516 Fax: 609-695-9877 Email: jcarugati@compassdisplayinc.com 6. Eastman Chemical Vendor $353,825 Financial Corp P.O. Box 785157 Philadelphia, PA 51578-515 John Mann Tel: 610-409-2795 Fax: 423-224-0648 Email: johnmann@eastman.com 7. 3M Company Vendor/Licensor $259,369 P.O. Box 33133 Saint Paul, MN 55133-3133 Carrie L. Pettit Tel: 651-733-3409 Email: clpettit@mmm.com 8. Mexichem Specialty Vendor $252,168 Resisns 26871 Network Place Chicago, IL 60673-1268 Cindy Zambrano Tel: 302-584-0561 Email: cindy.zambrano@vestolit.com 9. 3500 Quakerbridge, LLC Landlord $247,400 c/o The Fruscione Co. MA LLC P.O. Box 3245 Hamilton, NJ 08619 Joseph E. Fruscione Tel: 609-586-2000 Fax: 609-586-3324 10. Isorca, Inc Vendor $185,868 1226 Weaver Drive Granville, OH 43023 Kim Householder Tel: 614-883-1171 Email: Kim Householder@sbcglobal.net 11. All Tile Inc Vendor $171,746 27667 Network Place Chicago, IL 60673-1276 Judy Fruth Tel: 847-258-1626 Fax: 888-566-1341 Email: judyf@alltileccs.com 12. Penn Color, Inc. Vendor $162,147 P.O. Box 783555 Philadelphia, PA 19178-3555 Steve McEntee Tel: 215-262-9753 Fax: 215-345-9123 Email: smcentee@penncolor.com 13. Compass Retail Vendor $159,332 Display Group 9250 Ashton Rd Philadelphia, PA 19114 Nick Treantafelo Tel: 267-981-2839 Email: nick@compassdisplayinc.com 14. Kleiberit Adhesives USA, Inc Vendor $156,026 P.O. Bocx 01319 Waxhaw, NC 28173 Camille R. Dean Tel: 704-243-9780 Fax: 704-843-4930 Email: camille.dean@kleiberit.com 15. Trinseo LLC Vendor $151,596 16280 Collections Center Drive Chicago, IL 60693 Brent Horne Tel: 919-760-5339 Email: BSHorne@trinseo.com 16. SS Floor Co., Limited Vendor $149,946 Tangqiao Yaoguan Wujin Chagzhou, Jiangsu P.R. of China China Joy Shen Tel: +86-519-88709899 Ext. 8801 Fax: 86-51988707400 Email: joyshen@ss-floor.com 17. Berry Specialty Vendor $138,545 Tapes LLC 1852 Old Country Road Riverhead, NY 11901 Natalie Reising Fax: 812-492-1023 Tel: 812-306-2807 Ext. 11807 Email: nataliereising@berryglobal.com 18. Independence Blue Cross Benefit $137,655 Lockbox #3092 Insurance P.O. Box 8500 Philadelphia, PA19178 Ryan J. Curran Fax: 610-238-6537 Tel: 610-238-6582 Email: Ryan.Curran@ibx.com 19. Framerica Corporation Vendor $129,623 2 Todd Court Yaphank, NY 11980 Catherine Michel Tel: 631-650-1000Ext. 17 Fax: 631-244-7607 Email: catherine@framerica.com 20. Pension Benefit Underfunded $0 Guaranty Corp. Pension P.O. Box 15170 Liability Alexandria, VA 22315-1750 Tel: 1-800-400-7242202-229-4047 Fax: 202-229-4047 CORETEC GROUP: Needs More Capital to Continue as a Going Concern ---------------------------------------------------------------- The Coretec Group Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $530,307 on $0 of revenue for the three months ended March 31, 2020, compared to a net loss of $298,323 on $0 of revenue for the same period in 2019. At March 31, 2020, the Company had total assets of $1,416,784, total liabilities of $602,876, and $813,908 in total stockholders' equity. Coretec Group said, "The Company has realized a cumulative net loss of $6,024,500 for the period from inception (June 2, 2015) to March 31, 2020, has negative working capital of $474,864, and no revenues. The Company has insufficient revenue and capital commitments to fund the development of its planned products and pay operating expenses. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern for a year following the issuance of these condensed consolidated financial statements. "The ability of the Company to continue as a going concern depends on the successful completion of the Company's capital raising efforts to fund the development of its planned products. The Company intends to continue to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding any request the Company may make, the Company's debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company's business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. "Our independent registered public accountants, in their audit report accompanying our consolidated financial statements for the year ended December 31, 2019, expressed substantial doubt about our ability to continue as a going concern due to our organization having insufficient revenues to fund development and operating expenses." A copy of the Form 10-Q is available at: https://is.gd/fEeybX The Coretec Group Inc., together with its subsidiary Coretec Industries, LLC, develops, tests, and provides various technologies, products, and service solutions for energy-related industries in the United States and internationally. It is developing a patented volumetric 3D display technology. The company's technologies and products are used in oil/gas, renewable energy, energy conservation, and distributed energy industries, as well as in anti-counterfeit packaging, medical device, electronic, photonic, display, and lighting market applications. The company was formerly known as 3DIcon Corporation and changed its name to The Coretec Group Inc. in June 2017. The Coretec Group was founded in 2015 and is headquartered in Tulsa, Oklahoma. DANA HOLLISTER: U.S. Trustee Appoints New Committee Member ---------------------------------------------------------- The Office of the U.S. Trustee appointed Josh Klinghoffer as new member of the official committee of unsecured creditors in the Chapter 11 case of Dana Hollister. The bankruptcy watchdog also announced that Eric Grennspan, Esq., at Myman Greenspan Fox Rosenberg Mobasser Younger & Light, LLP, is no longer the legal counsel for Rachel Bartov Douglas, another member of the committee. Mr. Klinghoffer is represented by: Eric Greenspan Myman Greenspan Fox Rosenberg Mobasser Younger & Light LLP 11601 Wilshire Blvd., Suite 2200 Los Angeles, CA 90025 Phone: (310) 231-0828 Fax: (310) 231-7806 Email: egreenspan@mymangreenspan.com About Dana Hollister Dana Hollister sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-12429) on March 6, 2018. David A. Tilem, Esq., at the Law Offices of David A. Tilem is Debtor's bankruptcy counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors in Debtor's Chapter 11 case on March 28, 2018. DEAN FOODS: Sells Its Hawaii Meadow Gold Dairy Property for $25M ---------------------------------------------------------------- Janis L. Magin, writing for Pacific Business News, reports that Dean Foods Co. sells its former Meadow Gold Dairy manufacturing facility in Honolulu, Hawaii for $25 million. The property comprises of three parcels totaling 2.15 acres near Ala Moana Center, went on the market with an asking price of $25 million. The properties -- 824 Sheridan St., 1302 Elm St. and 925 Cedar St. -- are being marketed by Joseph Haas, Andrew Starn and Anthony Provenzano of Cushman & Wakefield ChaneyBrooks, with advisory services from Karen Decker, a director of Cushman & Wakefield's Global Occupier Services group in Dallas. "The property's offering of over two acres of land near Ala Moana Center, between Waikiki and the downtown central business/capital districts, together with the flexible business mixed-use and transit-oriented development zoning, will likely attract developers interested in creating market-priced condos or apartments," Haas said in a statement. The parcels are located within the City and County of Honolulu's proposed Ala Moana TOD district. They are also a couple of blocks from the 26-story Hawaii City Plaza project at 710 Sheridan St. "We anticipate a lot of interest from developers, but we have also received interest from owner-users and investors," Provenzano said in a statement. "This is a once-in-a-lifetime opportunity to purchase a manufacturing/distribution center of this size near Ala Moana." Dean Foods Co. (NYSE: DF), which is going through a Chapter 11 bankruptcy reorganization, closed down the Meadow Gold facility at the end of April 2020 after a deal to sell the Hawaii operations was terminated. The company said in mid-April 2020 that it had an agreement with a potential buyer to acquire its Hilo facility, along with the Meadow Gold name. About Southern Foods Group Southern Foods Group, LLC, d/b/a Dean Foods, is a food and beverage company and a processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. The Company and its 40+ affiliates filed for bankruptcy protection on Nov. 12, 2019 (Bankr. S.D. Texas, Lead Case No. 19-36313). The petitions were signed by Gary Rahlfs, senior vice president and chief financial officer. Dean Foods was estimated to have assets and liabilities of $1 billion to $10 billion as of the bankruptcy filing. Judge David Jones oversees the cases. David Polk & Wardell LLP serves as general bankruptcy counsel to the Debtors, and Norton Rose Fulbright US LLP serves as local counsel. Alvarez Marsal is financial advisor to the Debtors, Evercore Group LLC is investment banker, and Epiq Corporate Restructuring LLC is notice and claims agent. DIGIPATH INC: Incurs $609,000 Net Loss for Quarter Ended March 31 ----------------------------------------------------------------- Digipath, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $609,143 on $754,982 of revenues for the three months ended March 31, 2020, compared to a net loss of $451,465 on $651,555 of revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $2,409,529, total liabilities of $2,219,970, and $189,559 in total stockholders' equity. Digipath said, "The Company has incurred recurring losses from operations resulting in an accumulated deficit and the Company's cash on hand is not sufficient to sustain operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. In the event sales do not materialize at the expected rates, management would seek additional financing or would attempt to conserve cash by further reducing expenses. There can be no assurance that we will be successful in achieving these objectives, becoming profitable or continuing our business without either a temporary interruption or a permanent cessation. In addition, additional financing may result in substantial dilution to existing stockholders." A copy of the Form 10-Q is available at: https://is.gd/VKSf9G Based in Las Vegas, Nevada, Digipath, Inc. -- http://www.digipath.com/-- supports the cannabis industry's best practices for reliable testing, cannabis education and training, and brings unbiased cannabis news coverage to the cannabis industry. The Company's cannabis testing business is operated through its wholly owned subsidiary, Digipath Labs, Inc., which performs all cannabis related testing using FDA-compliant laboratory equipment and processes. DigiPath opened its first testing lab in Las Vegas, Nevada in May of 2015 to serve the new State approved and licensed medical marijuana industry. The Company plans to open labs in other legal states, assuming resources permit. DIOCESE OF SYRACUSE: U.S. Trustee Appoints Creditors' Committee --------------------------------------------------------------- The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Chapter 11 case of The Roman Catholic Diocese of Syracuse, New York. The committee members are: 1. Kevin Lawrence 2. Kevin Braney 3. Mark Treasure 4. Karen Beauvais 5. Matthew Williams 6. Steven Heller 7. Christopher Simons Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About The Roman Catholic Diocese of Syracuse, New York The Roman Catholic Diocese of Syracuse, New York, through its administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese in support of their shared charitable, humanitarian and religious missions; (b) conducts school operations by managing tuition and scholarship payments, employee payroll and other school related operating expenses for separately incorporated Diocesan schools as well as providing parish schools with financial, operational and educational support; and (c) provides comprehensive risk management services to the OCEs through the Diocese's insurance program. For more information, visit www.syracusediocese.org. The Roman Catholic Diocese of Syracuse, New York, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Banrk. N.D.N.Y. Case No. 20-30663) on June 19, 2020. The petition was signed by Stephen A. Breen, chief financial officer. At the time of the filing, Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. Stephen A. Donato, Esq., at Bond, Schoeneck & King, PLLC, is Debtor's legal counsel. Stretto serves as the Debtor's claims and noticing agent and administrative advisor. DISCOVERY DAY: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Discovery Day Academy II, Inc., according to court dockets. About Discovery Day Academy II Discovery Day Academy II Inc. is an independent private school located in Bonita Springs. Founded in 2006, Discovery Day Academy has developed The Discovery Method, a project-based learning model, with an emphasis on children ages two to eight years. Discovery Day Academy II filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-04183) on May 29, 2020. The petition was signed by Discovery Day President Elizabeth A. Garcia. At the time of the filing, the Debtor disclosed $5,500,000 and $6,050,389 in liabilities. Judge Caryl E. Delano oversees the case. The Debtor is represented by Michael R. Dal Lago, Esq., at Dal Lago Law. ENSERVCO CORP: Has $2.8M Net Loss for the Quarter Ended March 31 ---------------------------------------------------------------- ENSERVCO Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $2,837,000 on $9,386,000 of total revenues for the three months ended March 31, 2020, compared to a net income of $4,303,000 on $24,812,000 of total revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $39,593,000, total liabilities of $45,067,000, and $5,474,000 in total stockholders' deficit. The Company said, "We incurred a net loss of $7.7 million for the year ended December 31, 2019 and have incurred a net loss of $2.8 million for the three months ended March 31, 2020. As of the balance sheet date of this report we had total current liabilities of $41.8 million, which exceeded our total current assets of $7.0 million by $34.8 million. We are in breach of two of our covenants under our Credit Agreement with East West Bank and have failed to pay an overadvance that occurred in October 2019 that has continued through the date of this report, resulting in our borrowings payable of $37.0 million being classified in current liabilities. "Our ability to continue as a going concern is dependent on the renegotiation of the 2017 Credit Agreement and/or raising further capital and our ability to further reduce costs, of which there can be no assurance. These factors raise substantial doubt over our ability to continue as a going concern and whether we will realize our assets and extinguish our liabilities in the normal course of business and at the amounts stated in the financial statements. Given our current financial situation we may be required to accept terms on the transactions that we are seeking that are onerous to us. "Given our current financial situation we may be required to accept terms on transactions, if any, that we are seeking that are onerous to us." A copy of the Form 10-Q is available at: https://is.gd/FaCFMM ENSERVCO Corporation, through its subsidiaries Heat Waves Hot Oil Service, LLC ("Heat Waves"), Adler Hot Oil Service, LLC ("Adler"), and Heat Waves Water Management, LLC ("HWWM"), provides a range of oil field services to the domestic onshore oil and gas industry. The Company owns and operates through its subsidiaries a fleet of more than 450 specialized trucks, trailers, frac tanks and other well-site related equipment and serves customers in several major domestic oil and gas areas including the DJ Basin/Niobrara area in Colorado and Wyoming, the Bakken area in North Dakota, the San Juan Basin in northwestern New Mexico, the Marcellus and Utica Shale areas in Pennsylvania and Ohio, the Jonah area, Green River and Powder River Basins in Wyoming, the Eagle Ford Shale in Texas and the Stack and Scoop plays in the Anadarko Basin in Oklahoma. EVIO INC: Anthony Smith Quits as Director ----------------------------------------- Anthony R. Smith, the president and chief science officer of EVIO Inc. and member of the Company's Board of Directors, resigned from such roles effective as of July 6, 2020. On July 7, 2020, the Board of Directors has appointed Lori Glauser as interim president, in addition to her existing roles as chief operating officer and a member of the Company's Board of Directors. About EVIO, Inc. EVIO, Inc., formerly Signal Bay, Inc. -- http://www.eviolabs.com/ -- provides analytical testing and advisory services to the emerging legalized cannabis industry. The Company is domiciled in the State of Colorado, and its corporate headquarters is located in Bend, Oregon. Evio, Inc. reported a net loss of $20.67 million for the year ended Sept. 30, 2019, compared to a net loss of $11.94 million on for the year ended Sept. 30, 2018. BF Borgers CPA PC, in Lakewood, CO, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 18, 2020 citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. FORESIGHT ENERGY: Reports $35.7M Net Income for March 31 Quarter ---------------------------------------------------------------- Foresight Energy LP filed its quarterly report on Form 10-Q, disclosing a net income of $35,698,000 on $99,689,000 of total revenues for the three months ended March 31, 2020, compared to a net loss of $16,821,000 on $269,072,000 of total revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $2,120,067,000, total liabilities of $1,812,738,000, and $307,329,000 in total partner's capital. The Company said, "The thermal coal markets that we traditionally serve have been meaningfully challenged over the past three to four years and deteriorated significantly in the last several months. The impact of depressed demand and pricing in both domestic and international markets has impacted us significantly in recent months: customers with pre-existing commitments have refused to accept delivery, and with export markets depressed there is no alternative market to place product. As a result, we have suffered recurring operating losses, have a working capital deficiency, and have not complied with certain covenants on our credit facilities. These circumstances have required us to seek protection under Chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). These factors raise substantial doubt about the Partnership's ability to continue as a going concern. The Partnership's ability to continue as a going concern is dependent upon, among other things, its ability to become profitable and maintain profitability, its ability to access sufficient liquidity and its ability to successfully implement its overall Chapter 11 strategy and restructuring." A copy of the Form 10-Q is available at: https://is.gd/3gfK1A Foresight Energy LP mines and markets coal from reserves and operations located exclusively in the Illinois Basin. The Company controls over 3 billion tons of proven and probable coal in the state of Illinois, which, in addition to making the Company one of the largest reserve holders in the United States, provides organic growth opportunities. The Company's reserves consist principally of three large contiguous blocks of uniform, thick, high heat content (high Btu) thermal coal which is ideal for highly productive long-wall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. FREEPORT-MCMORAN INC: Fitch Rates New $800MM Unsec. Notes 'BB+' --------------------------------------------------------------- Fitch Ratings has assigned 'BB+'/'RR4' ratings to the new $800 million senior unsecured note issuance. Proceeds of the new senior unsecured notes are to be used to repay near-term maturities pursuant to a tender offer made on July 13, 2020. The notes rank pari passu with the company's existing senior unsecured notes. The ratings reflect Freeport-McMoRan Inc.'s (FCX) high-quality assets, strong liquidity and improved capital structure. Low volumes at its flagship Grasberg mine in Indonesia resulting from a transition to underground mining, compounded by pandemic-related disruption at Cerro Verde, have resulted in LTM March 31, 2020 EBITDA declining to $1.4 billion from $5.1 billion in LTM March 31, 2019 and elevated total debt/EBITDA and FFO leverage. FCX's actions to bolster liquidity include suspending dividends, cost-cutting efforts, cuts to capex, curtailing production at higher costs mines, extending debt maturities, and amending financial covenants under its revolver. The Stable Rating Outlook reflects Fitch's belief that substantial cash on hand as well as actions to stem cash burn in 2020 will allow development capital spending through the transition and that total debt/EBITDA will peak in 2020 above 7.0x but decline to below 3.0x in 2021 and below 2.5x in 2022. KEY RATING DRIVERS High Near-Term Leverage: A combination of low production in Indonesia before the underground production at Grasberg (Indonesia) ramps up, below-trend copper prices, and future borrowing to fund smelter construction drives Fitch's expectation of total debt/EBITDA remaining above the 2.3x-3.0x ratings guidelines through 2020. Fitch expects total debt/EBITDA to be about 2.7x at the end of 2021, compared with Fitch's calculation of 7.5x at March 31, 2020 and 1.8x in 2018. Balance Sheet Repair Track Record: The company had about $8.8 billion more debt leading up to the commodity price slump of 2015/2016 than at March 31, 2020. The company de-leveraged and improved liquidity through a combination of asset sales ($7.7 billion), equity sales ($3.4 billion) and through the March 2015 cut of its regular quarterly cash dividend from $0.3125/share to $0.05/share and suspension of dividends altogether from December 2015 through February 2018. FCX also suspended dividends beginning in December 2008 through October 2009 and raised $740 million from the sale of equity in response to the commodity price slump associated with the global financial crisis. Revised Operating Plan: On April 24, 2020, the company announced revised operating plans in response to the pandemic. The revised plan maximizes cash flow in weaker markets by suspending the common dividend, and reducing: planned capex for 2020 by $800 million; operating costs by $1.3 billion; and exploration and administrative costs by $100 million, compared with the January 2020 plan. On July 6, 2020, FCX advised that it was executing well on the revised plan. Cerro Verde's mill rate fell to about a third of planned operating rates in April 2020 due to the national emergency declared by the Peruvian government on March 16, 2020. Strict health protocols have been implemented and the Peruvian government approved the plan for Cerro Verde operations in 2Q 2020. Freeport reported that mill rates improved to about 80% of 2019's average during June 2020. Ramp-up to full production is expected in 2H 2020. The revised plan expected South American copper production to be reduced by 200 million pounds of which Cerro Verde accounted for 130 million pounds. In July, the company reported that El Abra was operating consistent with the revised plan and that the company was closely monitoring public health conditions in Chile. The revised plan also reduces copper production in North America by 200 million pounds and molybdenum production at Climax by 50%. Fitch expects operating EBITDA to be about $2.4 billion in 2020 compared with $2.1 billion in 2019 and $6.4 billion in 2018 under its rating case. Fitch expects FCF before Indonesian smelter capital spending to eclipse 2018 levels on average after 2021. Transition Years at Grasberg: Mining at the Grasberg deposit is transitioning to underground, which has reduced copper sales volumes at the mine by about 50% in 2019. Copper sales volume is expected to increase by about 15% in 2020 before increasing nearly 80% in 2021 and a further 25% in 2022. The company reports good progress on the transition and has left its Indonesian copper sales guidance for 2020-2023 virtually unchanged from that provided on Jan. 24, 2019. Smelter Debt/Capex: PT Freeport Indonesia (PT-FI) committed to construct a new smelter in Indonesia by Dec. 21, 2023. A deferred construction schedule and other alternatives are currently being discussed with the Indonesian government. The preliminary capital cost for the project had been estimated at $3 billion and had been expected to be financed with bank loans at the PT-FI level and consolidated at FCX, although Inalum's share of the capital/debt service is roughly 51%. Spending for the smelter had been expected to be $0.5 billion in 2020, with the bulk of the remaining spending spread between 2021 and 2022 but construction has been delayed by the pandemic. Exposure to Copper: Copper accounted for 79% of consolidated revenues in 2019. Freeport estimates that a $0.10/pound change in the price of copper would change operating cash flow by $215 million in the last three quarters of 2020. FCX's average realized price per pound of copper was $2.43 in 1Q 2020 compared with $2.73 for calendar 2019. Copper prices started trading below $2.72/pound in the second quarter of 2019 as a result of lower growth expectations in China with the escalation of trade tensions between the U.S. and China given that China accounts for about half of global copper consumption. Prices began trading above $2.72/pound with the announcement of the phase-one trade deal peaking at about $2.86/pound prior to awareness of the pandemic, after which, copper prices fell precipitously to below $2.10/pound on March 23, 2020. Current spot prices are around $2.90/pound, which compares with Fitch's assumptions of $2.55/pound in 2020, $2.63/pound in 2021 and $2.81/pound in 2022. Lone Star Project Substantially Complete: The project utilizes infrastructure at FCX's Safford mine (in Arizona) and is expected to cost $850 million ($100 million remaining at March. 31, 2020). FCX began pre-stripping in first-quarter 2018 with first copper expected in the second half of 2020. Production at Lone Star is expected to average 200 million pounds of copper annually, and the mine life of Stafford/Loan Star is estimated to extend to 2049. Competitive Cost Profile: The company's assets are large-scale, long-lived mines with competitive costs in North America, average costs in South America and low first-quartile costs in Indonesia, except for 2019 and 2020 given the transition to underground mining at Grasberg. FCX expects 2021 copper cash costs net of by-product credits to be about $1.20/pound representing a 30% reduction from copper cash costs net of by-product credits of $1.74/pound in 2019 assuming a $1,600/ounce gold price and $9/pound molybdenum price in 2021 compared with 2019 realizations of $1,415/ounce of gold and $12.61/pound of molybdenum. DERIVATION SUMMARY Freeport's closest operational peer is Southern Copper Corporation (SCC; 'BBB+'/Stable), given the spread of its copper assets. Freeport is less profitable than SCC and expected to have higher leverage in 2020 as underground mining at Grasberg ramps up but would generally have a financial profile consistent with SCC's. Freeport's financial profile beginning in 2022 is expected to be broadly in line with peers rated 'BBB-', including Teck Resources Ltd., Kinross Gold Corporation and Yamana Gold Inc. The bulk of debt is at the Freeport level or benefits from Freeport guarantees, with the exception of the $830 million Cerro Verde loan (not rated) and future smelter loan at PT Freeport Indonesia. Freeport Minerals Corporation does not provide upstream guarantees, its notes have no cross-default to FCX debt, and it is lightly levered, with minimal debt (Cerro Verde consolidated at Freeport Minerals). KEY ASSUMPTIONS Copper production at 3.1 billion, 3.9 billion and 4.2 billion pounds in 2020, 2021 and 2022, respectively. Copper prices at $2.55/lb., $2.63/lb. and $2.81/lb. in 2020, 2021 and 2022, respectively Unit site costs of USD1.85/lb. on average in 2020-2022. Capex at guidance, including detail on phasing of Indonesia smelter expenditure. Suspended dividends through 2021. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Expectations of FFO-adjusted leverage below 2.8x on a sustained basis; -- Total debt/EBITDA sustained below 2.3x; -- Visibility into successful completion of the transition to underground mining at Grasberg; -- The $3 billion loan to PT-FI to finance the smelter is not guaranteed by Freeport. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Failure to maintain approval to export concentrate on reasonable terms from Indonesia; -- FFO-adjusted leverage above 3.5x on a sustained basis; -- Total debt/EBITDA sustained above 3.0x; -- Expectations of negative FCF on average. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: Fitch believes FCX could stem FCF burn over 2020 and 2021 before smelter spending and contributions from Inalum and drawings under a smelter finance loan. The company estimates consolidated cash on hand of $1.5 billion at June 30, 2020 and states that no amounts were drawn under its $3.5 billion revolver ($13 million used for LOCs at March 31, 2020). Of the revolver, $3.28 billion matures in April 2024 and the remaining $220 million matures in April 2023. Related financial covenants include a maximum net debt/EBITDA ratio of 5.25x in 2Q21-4Q21 (depending on the timing of the end of the covenant increase period) and 3.75x thereafter. There is also a minimum interest coverage ratio of 2.0x during the covenant increase period and 2.25x thereafter. There is a minimum liquidity covenant of $1 billion for each quarter ending on or prior to either June 30, 2021 or the end of the covenant increase period (whichever comes first). Fitch does not anticipate that Freeport will breach these covenants. Pro forma for the new notes and application of proceeds to redeem near-term note maturities, debt due through 2022 will be the non-recourse Cerro Verde Term loan of which $305 million is due in 2021 and $525 million in 2022. FREEPORT-MCMORAN INC: Moody's Rates New Unsecured Notes 'Ba1' ------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Freeport-McMoRan Inc's new guaranteed senior unsecured notes. The notes will be issued under the company's well-known seasoned issuer shelf registration, rated (P)Ba1 for senior unsecured debt securities. All other FCX ratings remain unchanged, including the SGL-1 speculative grade liquidity rating, as do the ratings for Freeport Minerals Corporation. Proceeds will be used for tender offers across the 3.55% senior unsecured notes due 2022, the 3.875% senior unsecured notes due 2023 and the 4.55% senior unsecured notes due 2024. "This transaction will contribute to refinancing near term maturities and improve the debt maturity towers, particularly in 2022 and 2023" said Carol Cowan, Senior Vice President and lead analyst for FCX. Assignments: Issuer: Freeport-McMoRan Inc. Gtd. Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD4) RATINGS RATIONALE FCX's Ba1 Corporate Family Rating (CFR) incorporates the company's leading position in the global copper market as a low-cost producer with a diversified operating footprint in the US, South America and Indonesia. The rating considers the negative impact on copper and gold production at the Indonesian operations in 2019 and 2020 and higher cash costs as a result of the transition to underground mining and the reductions in volumes, particularly impactful in 2019. Copper prices however were lower than anticipated in 2019 due to the concerns on trading relationships between the US and China as well as global economic growth concerns and prices remained relatively range bound only bumping up late in the year on the Phase One agreement. Consequently, the company's performance was weaker than anticipated with adjusted leverage increasing to 4.9x at year-end 2019 from 1.9x the prior year. Nonetheless, given FCX's increasing copper and gold production profile and low-cost operations, particularly at the Indonesian operations, the company remains well positioned for recovery in the copper markets over the medium term. Freeports performance for the second half of 2020 is expected to show improvement as operations have resumed at Cerro Verde in compliance with stringent health protocols agreed with the Peruvian Government following Government mandated mining curtailments in mid-March. Ramp up continues at the Indonesian operations as the transition to underground mining moves forward exceeding expectations in the April 2020 revised operating plan. This is particularly important as the increasing gold production will contribute to reducing cash costs, especially at current gold prices. Copper sales volumes in the second quarter are now estimated to be 8% above the April revised estimate while gold sales volumes are expected to be 10% above the April estimate. Additionally, the Lone Star leach project in Arizona is basically completed with an estimated annual production rate of 200 million pounds of copper. On improving economic activity in China and market sentiment, copper prices have rallied from the low of approximately $2.10/lb in late March recovering roughly 35% to its recent trading level of around $2.85/lb. Based upon a 6-month average copper price of around $2.50/lb and using its sensitivity midpoint range of $2.50/lb, leverage is now expected to peak at around 5x in 2020. This is expected to improve to around 3.6x in 2021 as copper and gold production in Indonesia continue to increase, thereby reducing cash production costs, assuming a $2.50/lb copper price and $1,400/oz gold price. At a $2.70/lb average copper price in 2021, leverage is estimated at around 3x. In response to the impact of the coronavirus, FCX, as it has done in previous copper market downturns, has announced a number of actions to balance production to expected demand, reduce costs, and maintain balance sheet strength. These include, but are not limited to (based upon a $2.30/lb copper price, $1,600/oz gold price and $9/lb molybdenum price: a) reducing output, particularly in the company's North and South American copper mines and an overall global copper reduction of around 11%, reduction in unit cash costs due to energy savings, foreign exchange benefits, reduced milling and mining costs, higher by-product credits from gold in Indonesia and other savings. In total, given the actions put in place, approximately $1.3 billion in operation cost reductions and $100 million in exploration and administration cost reductions are expected. Additionally, capital expenditures have been reduced to $2 billion from the January 2020 guidance of $2.8 billion and dividends have been suspended. Nonetheless, FCX is expected to have a modest cash burn in 2020, which is comfortably accommodated within its liquidity profile. The SGL-1 speculative grade liquidity rating considers FCX's very good liquidity including its $1.6 billion cash position at March 31, 2020 and borrowing availability of approximately $3.48 billion ($13 million in letters of credit issued) under its $3.5 billion unsecured revolving credit facility (RCF - $3.28 billion matures April 20, 2024 with the balance maturing April 20, 2023). Financial covenants include an interest coverage ratio of no less than 2.00x through December 2021 and 2.25x thereafter; minimum liquidity of $1.0 billion through June 2021; and a total net leverage ratio (total debt/EBITDA) of no more than 5.25x beginning third-quarter 2021 through fourth-quarter 2021 and 3.75x thereafter. The June 2020 amendment to the RCF suspended the leverage ratio covenant through June 2021, added minimum liquidity covenant through June 2021 and reduced the interest coverage ratio during the covenant increase period. The negative outlook contemplates the weaker debt protection metrics in 2020 and the uncertainty surrounding the duration of negative impacts from the coronavirus and timing of global economic improvement given the differing positions of governments and regional and local communities as to the reopening of economies. The outlook anticipates the company's leverage, as measured by the debt/EBITDA ratio improving to around 3.6x in 2021. The Ba1 rating on the FCX senior unsecured notes, at the same level as the CFR, reflects the absence of secured debt in the capital structure and the parity of instruments. The Baa2 rating of Freeport Minerals Corporation (FMC) reflects the fact that this debt is at the company holding all the North and South American assets and benefits from a downstream guarantee from FCX. The rapid spread of the coronavirus outbreak, deteriorating global economic outlook, low oil prices, and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. By the nature of its business, FCX faces a number of ESG risks typical for a company in the mining industry including but not limited to wastewater discharges, site remediation and mine closure, waste rock and tailings management, air emissions, and social responsibility given its often fairly remote operating locations. FCX has detailed protocols in place to manage its environmental risks. The company is subject to many environmental laws and regulations in the areas in which it operates all of which vary significantly. The mining sector overall is viewed as a very high-risk sector for soil/water pollution and land use restrictions and a high-risk sector for water shortages and natural and man-made hazards. In 2019 approximately 82% of FCX's water usage requirements were from recycled and reused sources. The company has spent between $400 million and $500 million on environmental capital expenditures and other environmental costs in each of the last several years. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade to the ratings is unlikely until such time as the underground expansion at Grasberg is completed and the production profile at this mining site returns to higher copper and gold levels. Additionally, an upgrade would require better clarity on the company's financial policy and strategic growth objectives. An upgrade would be considered if the company can sustain EBIT/interest of at least 5x, debt/EBITDA under 2.5x and (CFO-dividends)/debt of at least 40% through various price points. A downgrade would result should liquidity materially contract, (CFO-dividends)/debt be sustained below 20% or leverage increase and be sustained above 3.5x post 2020. FCX, a Phoenix, Arizona based mining company, is predominately involved in copper mining and related by-product credits from the mining operations (principally gold and molybdenum). The company's global footprint includes copper mining operations in Indonesia, the United States, Chile, and Peru. Revenues for the 12 months ended March 31, 2020 were $13.4 billion. The principal methodology used in these ratings was Mining published in September 2018. GALAXY NEXT: Tysadco Commits to Buy $2M Worth of Common Stock ------------------------------------------------------------- Galaxy Next Generation, Inc., and Tysadco Partners LLC, the Investor, entered into an Amendment to the Purchase Agreement entered into on May 31, 2020 between the Company and the Investor, which amends and restates the Purchase Agreement. Also, on May 31, 2020, the Company executed a Registration Rights Agreement, with the Investor. Pursuant to the Amendment, the Investor committed to purchase, subject to certain restrictions and conditions, up to $2,000,000 worth of the Company's common stock, over a period of 24 months from the effectiveness of the registration statement registering the resale of shares purchased by the Investor pursuant to the RPA. The Company has issued 2,500,000 shares of its common stock to the Investor as a commitment fee. The RPA provides that at any time after the effective date of the Registration Statement, from time to time on any business day selected by the Company, the Company shall have the right, but not the obligation, to direct the Investor to buy the lesser of 100,000 shares of its common stock per sale or 200% of the average shares traded for the 10 days prior to the closing request date, at a purchase price of 80% of the lowest average daily traded price during the ten trading days commencing on the first trading day following delivery and clearing of the delivered shares, with a minimum request of $25,000. The payment for the shares covered by each request notice will occur on the business day the Investor receives the trade settlement for the purchased shares. In addition, the Investor will not be obligated to purchase shares if the Investor's total number of shares beneficially held at that time would exceed 4.99% of the number of shares of the Company's common stock as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the facility unless there is an effective registration statement to cover the resale of the shares. The RPA also contains customary representations and warranties of each of the parties. The assertions embodied in those representations and warranties were made for purposes of the RPA and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the RPA. RPA further provides that the Company and the Investor are each entitled to customary indemnification from the other for, among other things, any losses or liabilities they may suffer as a result of any breach by the other party of any provisions of the RPA or Registration Rights Agreement. The Company has the unconditional right, at any time, for any reason and without any payment or liability, to terminate the RPA. In addition, the RPA automatically terminates upon certain bankruptcy events, if the commencement of Investor's purchase of shares thereunder shall not have occurred on or before Oct. 31, 2020, or if the Company sells the entire $2.0 million of shares of common stock subject to the RPA. Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to file a registration statement with the SEC within 60 days after the date of agreement to register the resale by the Investor of the shares of common stock issued or issuable under the RPA. About Galaxy Next Headquartered in Toccoa, Georgia, Galaxy Next Generation, Inc. is a distributor of interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. The Company's products include its own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. The Company provides a multitude of services to its customers, including installation, training, and maintenance. Galaxy Next reported a net loss of $6.66 million for the year ended June 30, 2019, compared to a net loss of $1.37 million for the year ended June 30, 2018. As of March 31, 2020, the Company had $3.94 million in total assets, $9.85 million in total liabilities, and a total stockholders' deficit of $5.91 million. Sommerset CPAs PC, in Indianapolis, Indiana, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 30, 2019, citing that the company has suffered recurring losses from operations and has net capital deficiency that raise substantial doubt about its ability to continue as a going concern. GC EOS BUYER: Moody's Rates New Secured Notes Caa1, Outlook Neg. ---------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to GC EOS Buyer, Inc.'s proposed senior secured notes. BBB Industries' existing ratings and outlook are unaffected, including the Caa1 corporate family rating, Caa1-PD Probability of Default Rating, the Caa1 first lien secured rating and the Caa3 second lien secured rating. The rating outlook is negative. This issuance is a refinancing, as proceeds are expected to be used to repay the first lien bridge loan used to finance the acquisition of M&R Precision Parts (M&R) and pay down outstanding borrowings under the company's $150 million asset-based facility (ABL). The following rating action was taken: Assignments: Issuer: GC EOS Buyer, Inc. Senior Secured Regular Bond/Debenture, Assigned Caa1 (LGD3) RATINGS RATIONALE The Caa1 rating on the proposed senior secured notes reflects its pari passu position with the existing first lien term loan, including a first priority interest in the company's fixed asset collateral and second priority interest in its current asset collateral. The notes are to be guaranteed by the direct parent of the borrower and domestic subsidiaries consistent with the existing bank debt. The leverage-neutral debt issuance provides BBB with additional liquidity through full availability of its ABL, although resulting in a somewhat higher amount of long-term debt. Moody's expects BBB's free cash flow to be modestly negative through 2020 and debt/EBITDA to be above 7x in 2021 as earnings are pressured from lower demand of its products in 2020. As well, investment in customers designed to spur organic growth has been high, which Moody's anticipates will continue. On governance, the company's high leverage is reflective of a relatively aggressive financial policy driven by its private equity ownership that has resulted in partially debt-funded acquisitions. Moody's views environmental risk for BBB to be low compared to the broader auto supplier sector given the nature of its products and its focus in the automotive aftermarket. The negative outlook reflects Moody's view that BBB's liquidity position could be pressured through periods of cash burn during a recessionary environment and that leverage could approach an unsustainable level. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if BBB's earnings profile through the recessionary environment supports leverage being maintained below 6.5x debt/EBITDA and EBITA/interest expense above 1.5x. An upgrade could also result if BBB demonstrates an ability to generate moderately positive free cash flow and maintain an adequate liquidity profile. Moody's could downgrade the ratings if earnings and cash flow weaken more than expected from a greater than anticipated drop in demand, especially if the even greater cash flow burn negatively affects liquidity. A downgrade could result if debt/EBITDA is expected to be maintained above 8x into 2021 or the company's liquidity position deteriorates and a potential covenant violation becomes more likely. The principal methodology used in this rating was Automotive Supplier Methodology published in January 2020. Headquartered in Daphne, Alabama, GC EOS Buyer, Inc. (d/b/a BBB Industries) is a supplier of primarily remanufactured automotive replacement parts to North America automotive and light truck OEMs and aftermarket. The company's products include alternators, starters, brake calipers, power steering components and turbochargers. BBB was acquired by affiliates of Genstar Capital in August 2018. For the twelve-months period ended March 31, 2020 the company's net revenues are approximately $751 million. GEORGIA CENTRAL: Hires Jones & Walden as Counsel ------------------------------------------------ Georgia Central University Inc. seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Jones & Walden LLC, as counsel to the Debtor. Georgia Central requires Jones & Walden to: (a) prepare of pleadings and applications; (b) conduct of examination; (c) advise the Debtor of its rights, duties and obligations as a debtor-in-possession; (d) consult with the Debtor and represent with respect to a Chapter 11 plan; (e) perform legal services incidental and necessary to the day-to-day operations of Applicant's business, including, but not limited to, institution and prosecution of necessary legal proceedings, and general business legal advice and assistance; and (f) take any and all other action incident to the proper preservation and administration of the Debtor's estate and business. Jones & Walden will be paid at these hourly rates: Attorneys $225 to $375 Paralegals $125 to $150 Jones & Walden will be paid a retainer in the amount of $20,000. Jones & Walden will also be reimbursed for reasonable out-of-pocket expenses incurred. Cameron M. McCord, partner of Jones & Walden LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Jones & Walden can be reached at: Cameron M. McCord, Esq. JONES & WALDEN LLC 699 Piedmont Avenue, NE Atlanta, GA 30308 Tel: (404) 564-9300 E-mail: cmccord@joneswalden.com About Georgia Central University Georgia Central University, Inc., is a tax- exempt entity that owns several pieces of improved real property in DeKalb County, Georgia upon which it operates a small college. The Company previously sought bankruptcy protection on Aug. 7, 2018 (Bankr. N.D. Ga. Case No. 18-63208). Georgia Central University, Inc., based in Atlanta, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 20-67718) on July 1, 2020. In the petition signed by Paul C. Kim, president, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. JONES & WALDEN, LLC, serves as bankruptcy counsel to the Debtor. GKS CORP: Westfield Bank Ups Loans to $1.28MM --------------------------------------------- The owner of the American Inn for Retirement Living located in Southwick, Massachusetts, sought and obtained approval from the bankruptcy court to obtain increased postpetition secured superpriority financing of up to a new maximum amount of $1,280,000 from Westfield Bank. Debtor GKS Corporation sought court approval of supplemental financing to enable the Debtor to meet its projected ongoing operating expenses, capital expenditures, and Chapter 11 administrative expenses in accordance with an updated and restated budget. By interim and final orders of the Bankruptcy Court dated December 30, 2019 and January 24, 2020, the Court authorized the Debtor to enter into a postpetition loan agreement and borrow up to $900,000 in funds from the bank. The Postpetition Financing was initially set to expire June 30. The Debtor has requested the Bank to (i) increase the amount of the Postpetition Financing by $380,000, to $1,280,000, and (ii) extend the Maturity Date of the Postpetition Financing to September 30. The Bank agreed to provide accommodations in accordance with the terms and conditions set forth in a loan amendment. In exchange, the bank requires the Debtor to enter into an asset purchase agreement providing for the sale of substantially all of its assets by June 30; and win court approval of such sale by August 20. The bank may terminate the loan if any of those terms are not met, or if the case is dismissed or converted to Chapter 7. The loan has an outside maturity date of Sept. 30. In accordance with the parties' Postpetition Loan Agreement, interest at a rate of 7% will accrue on the outstanding balance owed and be paid to the Lender by the Debtor on a monthly basis. The Lender is authorized to apply the sum of $103,187, currently on deposit. A copy of the Court's order is available at https://is.gd/ekzHdy from PacerMonitor.com. About GKS Corporation GKS Corporation -- http://www.theamericaninn.net/-- owns and operates a continuing care retirement community and assisted living facility for the elderly. It is a 50-acre country village setting in Southwick, Mass., with easy access to healthcare services, transportation, shopping and recreation. GKS Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-30998) on Dec. 26, 2019. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Michael J. Goldberg, Esq., at Casner & Edwards, LLP, is the Debtor's legal counsel. OnePoint Partners, LLC was approved to provide Toby Shea as Chief Restructuring Officer for the Debtor. GLOBAL EAGLE: In Talks on Balance Sheet Restructuring ----------------------------------------------------- Global Eagle Entertainment Inc. reports it is engaged in discussions with an ad hoc group of current investors regarding ways the Company can reduce its leverage and enhance liquidity in a restructuring of its balance sheet in a manner that avoids disruption to the Company's "strong" operations and relationships with its customers, suppliers and employees. The Company is currently engaged in ongoing discussions with certain existing term loan investors, including those that collectively hold approximately 80% of Global Eagle's first-lien term loans, led by holders managed by Apollo Global Management, Inc., Eaton Vance, Arbour Lane Capital Management, LP, Sound Point Capital Management, or one or more of their respective affiliates, and certain funds and accounts under management by BlackRock Financial Management, Inc. These discussions are focused on a potential transaction that will provide new capital to the Company, significantly reduce the Company's debt, strengthen the Company's balance sheet and position Global Eagle for long-term success. The Company expects little or no disruption to its customers and trade relationships; and anticipates being better equipped to support all of its business operations. Jeffrey Rosen, managing director with the Credit business segment of Apollo, said, "We look forward to continuing our discussions with Global Eagle in order to facilitate the Company's delivery of market-leading solutions for content and connectivity to the aviation, maritime and land markets. We see significant opportunities for the Company to drive operational excellence, growth and innovation both today and well into the future." Joshua Marks, chief executive officer of Global Eagle, said, "We appreciate the continued support and flexibility of our investors, who recognize the significant value Global Eagle brings to our customers as the world's leading entertainment and connectivity provider for mobility, and we intend to work through these discussions and, ultimately, a holistic solution for our balance sheet; as quickly as possible. We remain focused on supporting our customers as they plan for the post-COVID-19 recovery and look forward to continuing to serve them for years to come." In connection with their ongoing discussions, Global Eagle and the Investor Group amended the Company's credit agreement. Among other things, the amendment permits payment of the interest payment due on July 9, 2020 to be made by Aug. 1, 2020 without the occurrence of an event of default. About Global Eagle Headquartered in Los Angeles, California, Global Eagle -- http://www.GlobalEagle.com/-- is a provider of media, content, connectivity and data analytics to markets across air, sea and land. Global Eagle offers a fully integrated suite of media content and connectivity solutions to airlines, cruise lines, commercial ships, high-end yachts, ferries and land locations worldwide. Global Eagle incurred a net loss of $153.44 million for the year ended Dec. 31, 2019, compared to a net loss of $236.60 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $630.48 million in total assets, $1.08 billion in total liabilities, and a total stockholders' deficit of $455.85 million. KPMG LLP, in Los Angeles, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated May 14, 2020, citing that the Company's recurring losses from operations, insufficient cash flows generated from operations, potential violations of financial covenants and ability to timely service debt, and uncertainty arising from the COVID-19 outbreak raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Company said in its Quarterly Report for the period ended March 31, 2020, that "We have engaged financial and legal advisors to assist us in, among other things, analyzing various strategic alternatives to address our liquidity and capital structure, including strategic and refinancing alternatives to restructure our indebtedness in private transactions. If the negative impact from COVID-19 continues, if the Company is unable to successfully complete the actions described in the paragraph above or otherwise generate incremental liquidity, or if there is not otherwise a material improvement in our business, results of operations and liquidity, we may be forced to further reduce or delay our business activities and capital expenditures, sell material assets, seek additional capital or be required to file for bankruptcy court protection. Due to our current financial constraints, there is a substantial risk that it may be necessary for us to seek protection under Chapter 11 of the United States Bankruptcy Code." GNC HOLDINGS: Hires A&G Realty as Real Estate Consultant -------------------------------------------------------- GNC Holdings, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ A&G Realty Partners, LLC, as real estate consultant to the Debtors. GNC Holdings requires requires A&G Realty to: a. consult with the Debtors to discuss the Debtors' goals, objectives and financial parameters in relation to the Debtors' leases located in the United States and Puerto Rico ("Leases and Properties"); b. provide ongoing advice and guidance related to individual financial and non-financial lease restructuring opportunities; c. review the Debtors' real estate data with the Debtors and their advisors; d. negotiate with the Landlords of the Leases on behalf of the Debtors to obtain Lease Modifications acceptable to the Debtors; e. if requested by the Debtors, negotiate with Landlords on behalf of the Debtors to obtain Early Termination Rights acceptable to the Debtors; f. provide weekly update reports to the Debtors regarding the status of the Services or more frequently as may be requested by the Debtors; g. develop reporting and deal submission process for Lease restructurings to be tracked by the Debtors; and h. coordinate with the Debtors' internal team and legal counsel to assist in resolving business problems that may arise. A&G Realty will be paid as follows: a. Security Retainer. The Debtors have provided A&G a security retainer in the amount of $150,000. The security retainer shall be applied to the final invoice for fees and expenses due under the terms of the Services Agreement. b. Early Termination Rights. For each Early Termination Right obtained by A&G Realty on behalf of the Debtors, the Firm shall earn and be paid a fee in the amount of a quarter (¼) of one (1) month's Gross Occupancy Cost per Lease. c. Monetary Lease Modifications. For each Monetary Lease Modification obtained by A&G Realty on behalf of the Debtors, the Firm shall earn and be paid a fee of 5% of the Occupancy Cost Savings per Lease. d. Non-Monetary Lease Modifications. For each Non-Monetary Lease Modification obtained by A&G on behalf of the Debtors, the Firm shall earn and be paid a fee of $1,250. e. Landlord Consents. If (a) required by the circumstances of these Chapter 11 Cases and (b) requested by the Debtors, for each Landlord Consent obtained by the Firm to extend the Debtors' time to assume or reject a Lease as a part of these Chapter 11 Cases, A&G shall earn and be paid a fee in the amount of $500 per Lease. A&G Realty will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew Graiser, partner of A&G Realty Partners, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. A&G Realty can be reached at: Andrew Graiser A&G REALTY PARTNERS, LLC 445 Broadhollow Road, Suite 410 Melville, NY 11797 Tel: (631) 420-0044 About GNC Holdings GNC Holdings Inc. is a global health and wellness brand with a diversified omni-channel business. In its stores and online, GNC Holdings sells an assortment of performance and nutritional supplements, vitamins, herbs and greens, health and beauty, food and drink, and other general merchandise, featuring innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC Holdings. Visit www.gnc.com for more information. GNC Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11662) on June 23, 2020. Debtors disclosed $1,415,957,000 in assets and $895,022,000 in liabilities as of March 31, 2020. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as legal counsel; Evercore Group, LLC as investment banker and financial advisor; FTI Consulting, Inc. as financial advisor; and Prime Clerk as claims and noticing agent. Torys LLP is the legal counsel in the Companies' Creditors Arrangement Act case. GNC HOLDINGS: Hires Evercore Group as Investment Banker ------------------------------------------------------- GNC Holdings, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Evercore Group, LLC, as investment banker to the Debtors. GNC Holdings requires Evercore Group to: a. review and analyze the Debtors' business, operations, and financial projections; b. advise and assist in a Restructuring and/or a Sale transaction, if the Debtors determine to undertake such a transaction; c. provide financial advice in developing and implementing a Restructuring, which would include: i. assist in developing a restructuring plan or plan of reorganization, including a plan of reorganization pursuant to the Bankruptcy Code; ii. advise on tactics and strategies for negotiating with various stakeholders regarding the Plan; iii. provide testimony, as necessary, with respect to matters on which Evercore has been engaged to advise the Debtors in any proceedings under the Bankruptcy Code that are pending before the Court; and iv. provide the other financial restructuring advice as Evercore and the Debtors may deem appropriate; d. if the Debtors pursue a Sale, assisting the Debtors in: i. Structuring and effecting a Sale; ii. identify interested parties and/or potential acquirers and, at the Debtors' request, contacting such interested parties and/or potential acquirers; and iii. advise the Debtors in connection with negotiations with potential interested parties and/or acquirers and aiding in the consummation of a Sale transaction. Evercore Group will be paid as follows: a) A monthly fee of $200,000 (a "Monthly Fee"), payable on execution of the Engagement Letter and on the 1st day of each month thereafter (commencing May 1, 2020) until the earlier of the consummation of the Restructuring transaction or the termination of Evercore's engagement. So long as the first three Monthly Fees have actually been earned and paid, 50% of each of the first three Monthly Fees that have actually been paid shall be credited (without duplication) against any Restructuring Fee payable as described in subparagraph (b) of this paragraph (subject to this Court approving such fees in an order acceptable to Evercore). b) A fee (a "Restructuring Fee") of $9,000,000, payable upon the consummation of any Restructuring. c) A fee (a "Sale Fee"), payable upon consummation of any Sale, equal to the aggregate product of (i) the Aggregate Consideration and (ii) 1%. No Sale Fee will be earned in the event that any Sale or Restructuring results in a change of control of the Company which results in the control of the Debtors by any of the following either individually or in combination: (i) Harbin Pharmaceutical Group or CITIC Capital Holdings, (ii) the Asian Bank Group, and/or (iii) the then current lenders under the Company's secured debt facilities, and with respect to the parties listed in the preceding clauses (i), (ii), and (iii), any of their subsidiaries and/or affiliates. For avoidance of doubt, the foregoing provision does not prohibit the Firm from earning a Restructuring Fee for such a transaction. In the event of a Sale pursuant to a credit bid, the Firm shall be entitled to the greater of the Sale Fee and the Restructuring Fee, and shall not be entitled to both the Sale Fee and the Restructuring Fee. d) A fee (a "Financing Fee"), payable upon consummation of any Financing (except a debtor-in-possession financing) and incremental to any Restructuring Fee, or Sale Fee, equal to the applicable percentage(s), as set forth in the table below: Financing As a Percentage of Financing Gross Proceeds Indebtedness Secured by 1% a First Lien Indebtedness Secured by 2% a Second Lien, Unsecured, and/or Subordinated Equity or Equity-linked 3% Securities/Obligations In addition to the Financing Fee described in this clause (e), (i) in connection with any debtor-in-possession financing offered to the Debtors ("DIP Financing"), the Debtors shall pay Evercore a fee of 1.0% of the Gross Proceeds from such DIP Financing (a "DIP Financing Fee"),payable upon the execution of a commitment letter or other similar document in respect of such financing, and (ii) no further or separate Financing Fee shall be payable in the event that any DIP Financing of an Investor or Investors "rolls" into, is satisfied by, or otherwise becomes an "exit financing" of such Investor or Investors; provided that the conversion of DIP Financing into exit financing was contemplated at the time that the DIP Facility was entered into. No DIP Financing Fee shall be earned on any amounts outstanding under the Debtors' funded debt facilities (other than with respect to the ABL Revolver under the ABL Credit Agreement in which case the Financing Fee shall be 0.5% of the prepetition drawn or posted amount of the ABL Revolver that is rolled up into the DIP Financing) that are "rolled-up" dollar-for-dollar into amounts outstanding under the DIP Financing. For the avoidance of doubt, the term "Financing Fee" shall not include any DIP Financing Fee. No Financing Fee will be earned on the portion of Financing that is provided by either (i) Harbin Pharmaceutical Group or CITIC Capital Holdings, and/or (ii) the Asian Bank Group with credit support from Harbin Pharmaceutical Group or CITIC Capital Holdings, in each case to effectuate a transaction that meets the definition of a Restructuring. e) In addition to any fees that may be payable to Evercore and, regardless of whether any transaction occurs, the Debtors shall reimburse to Evercore on a monthly basis, and upon termination of the Engagement Letter, for (i) all reasonable expenses (including travel and lodging, data processing and communications charges, courier services and other appropriate expenditures) and (ii) other documented reasonable fees and expenses, including expenses of counsel, if any. Gregory Berube, partner of Evercore Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Evercore Group can be reached at: Gregory Berube EVERCORE GROUP L.L.C. 55 East 52 nd Street New York, NY 10055 Tel: (212) 857-3100 Fax: (212) 857-3101 About GNC Holdings GNC Holdings Inc. is a global health and wellness brand with a diversified omni-channel business. In its stores and online, GNC Holdings sells an assortment of performance and nutritional supplements, vitamins, herbs and greens, health and beauty, food and drink, and other general merchandise, featuring innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC Holdings. Visit www.gnc.com for more information. GNC Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11662) on June 23, 2020. Debtors disclosed $1,415,957,000 in assets and $895,022,000 in liabilities as of March 31, 2020. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as legal counsel; Evercore Group, LLC as investment banker and financial advisor; FTI Consulting, Inc. as financial advisor; and Prime Clerk as claims and noticing agent. Torys LLP is the legal counsel in the Companies' Creditors Arrangement Act case. GNC HOLDINGS: Hires Latham & Watkins as Co-Counsel -------------------------------------------------- GNC Holdings, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Latham & Watkins LLP, as co-counsel to the Debtors. GNC Holdings requires requires Latham & Watkins to: a. advise the Debtor with respect to its powers and duties as a debtor-in-possession in the continued management and operation of its business and property; b. advise and consult on the conduct of the Chapter 11 Case, including all of the legal and administrative requirements of operating in chapter 11; c. advise the Debtor and taking all necessary action to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defend any action commenced against the Debtor, and represent the Debtor's interests in negotiations concerning litigation in which the Debtor is involved; d. analyze proofs of claim filed against the Debtor and objecting to such claims as necessary; e. represent the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing; f. attend meetings and negotiating with representatives of creditors, interest holders, and other parties in interest; g. analyze executory contracts and unexpired leases and potential assumptions, assignments, or rejections of such contracts and leases; h. prepare pleadings in connection with the Chapter 11 Case, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate; i. advise the Debtors in connection with any potential sale of assets; j. take necessary action on behalf of the Debtor to obtain approval of a disclosure statement and confirmation of a chapter 11 plan; k. appear before the Court or any appellate courts to protect the interests of the Debtor's estate before those courts and with the U.S. Trustee; l. advise on corporate, real estate, environmental, finance, litigation and tax matters; and m. perform all other necessary legal services for the Debtor in connection with the Chapter 11 Case. Latham & Watkins will be paid at these hourly rates: Partners $1,120 to $1,680 Counsel $1,085 to $1,560 Associates $590 to $1,105 Paralegals $250 to $850 Professional Staff $250 to $540 During the 90-day period prior to the Petition Date, Latham & Watkins received payments and advances in the aggregate amount of $10,213,485. As of the Petition Date, Latham & Watkins has a remaining credit balance in favor of the Debtors in the amount of $500,000. Latham & Watkins will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Latham & Watkins's current hourly rates for services rendered on behalf of the Debtors are set forth above. These rates have been used since March 1 of this year. Between January 1, 2019 and February 29, 2020, The Firm used the following rates for services rendered on behalf of the Debtors: $1,030–$1,495 for partners; $990–$1,450 for counsel; $535–$1,005 for associates; $240–$750 for professional staff; and $240–$500 for paralegals. Additionally, for one non-restructuring M&A matter, the Firm applied a 15% discount to all fees incurred through February 29, 2020 and agreed to a fee cap. Finally, the Firm has provided write- offs to the Debtors from time to time. All material financial terms have remained unchanged since the prepetition period. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Latham & Watkins has provided the Debtors with a prospective budget and staffing plan setting forth the types of timekeepers, numbers thereof, and applicable hourly rates it expects during the Chapter 11 Cases, which has been approved by the Debtors. The budget and staffing plan cover the period from June 21, 2020 to September 30, 2020. Caroline A. Reckler, partner of Latham & Watkins LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Latham & Watkins can be reached at: Richard A. Levy, Esq. Caroline A. Reckler, Esq. Asif Attarwala, Esq. Brett V. Newman, Esq. LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 Tel: (312) 876-7700 Fax: (312) 993-9767 E-mail: richard.levy@lw.com caroline.reckler@lw.com asif.attarwala@lw.com brett.newman@lw.com About GNC Holdings GNC Holdings Inc. is a global health and wellness brand with a diversified omni-channel business. In its stores and online, GNC Holdings sells an assortment of performance and nutritional supplements, vitamins, herbs and greens, health and beauty, food and drink, and other general merchandise, featuring innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC Holdings. Visit www.gnc.com for more information. GNC Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11662) on June 23, 2020. Debtors disclosed $1,415,957,000 in assets and $895,022,000 in liabilities as of March 31, 2020. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as legal counsel; Evercore Group, LLC as investment banker and financial advisor; FTI Consulting, Inc. as financial advisor; and Prime Clerk as claims and noticing agent. Torys LLP is the legal counsel in the Companies' Creditors Arrangement Act case. GNC HOLDINGS: Hires Prime Clerk as Administrative Advisor --------------------------------------------------------- GNC Holdings, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC, as administrative advisor to the Debtors. GNC Holdings requires Prime Clerk to: Prime Clerk to: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not covered by the Section 156(c) Order, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court (the "Clerk"). Prime Clerk will be paid at these hourly rates: Director of Solicitation $210 Solicitation Consultant $185 COO and Executive VP No charge Director $175-$195 Consultant/Senior Consultant $65-$165 Technology Consultant $35-$95 Analyst $30-$45 Prime Clerk will be paid a retainer in the amount of $75,000. Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Benjamin J. Steele, partner of Prime Clerk LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prime Clerk can be reached at: Benjamin J. Steele PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY10022 Tel: (212) 257-5450 E-mail: bsteele@primeclerk.com About GNC Holdings GNC Holdings Inc. is a global health and wellness brand with a diversified omni-channel business. In its stores and online, GNC Holdings sells an assortment of performance and nutritional supplements, vitamins, herbs and greens, health and beauty, food and drink, and other general merchandise, featuring innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC Holdings. Visit www.gnc.com for more information. GNC Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11662) on June 23, 2020. Debtors disclosed $1,415,957,000 in assets and $895,022,000 in liabilities as of March 31, 2020. Judge Karen B. Owens oversees the cases. Debtors have tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as legal counsel; Evercore Group, LLC as investment banker and financial advisor; FTI Consulting, Inc. as financial advisor; and Prime Clerk as claims and noticing agent. Torys LLP is the legal counsel in the Companies' Creditors Arrangement Act case. GOLD'S GYM: CEO Conveys Plans to Move to Smaller Footprint ---------------------------------------------------------- Fox Business reports that Gold's Gym is reshaping its franchise model by shifting towards smaller footprints in urban areas and smaller cities as it emerges from bankruptcy. The Dallas-based company plans to open up smaller scale gyms ranging anywhere from 10,000-20,000 square feet that "entrepreneurs can partake in and open up all around the country," Gold's Gym CEO Adam Zeitsiff told "Varney & Co." The company filed for Chapter 11 bankruptcy in May after shuttering dozens of gyms in response to the coronavirus pandemic. Mr. Zeitsiff projects the company is on track to emerge from bankruptcy proceedings by the first week of August, months after the virus hindered operations. However, Gold's Gym wasn't alone in filing for bankruptcy protection. The shift in structure doesn't mean the company plans to move away from its larger brick-and-mortar spots, however. "Our 30,000-40,000 square foot traditional gyms are very viable all over the country and all over the world, but they weren't in some places," Mr. Zeitsiff said. "This new scalable footprint gives us the option to have both." Mr. Zeitsiff said these smaller locations will fit well within urban areas with expensive rent or smaller cities that can't fill larger gyms. Having both large and small scale gyms will help to "fill the void everywhere," he said. Gold's Gym will also not scale back the number of its facilities. Rather, the company is looking to grow "aggressively through franchising" and grow the brand around the world. Although home workouts, which effectively replaced gym memberships, when the stay-at-home orders were put in place back in mid-March, will remain a part of people's lives, Zeitsiff projects that people will go back to the gym 3-4 times a week. The company has offered audio and video workouts through its Gold's Amp app since 2017. About Gold's Gym 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. HELDRICH CENTER: Moody's Cuts Improvement Authority Rating to Caa3 ------------------------------------------------------------------ Moody's Investors Service downgraded Middlesex County Improvement Authority, NJ's Heldrich Center Hotel/Conference (Heldrich Center Hotel Project)'s rating to Caa3 from Caa2, and assigned a negative outlook. This concludes the rating review for downgrade that was initiated on April 14, 2020. RATINGS RATIONALE The downgrade of the Heldrich Center Hotel Project's rating reflects the deterioration in the hotel's operating environment and financial position, stemming from COVID-19 related developments across New Jersey and the US, impacting the Heldrich Center Hotel Project's utilization, as hotel reservations and conference gatherings have declined. Uncertainty remains regarding the timing and speed of a recovery in the return of visitors over the medium term. Related credit pressures have increased the likelihood that the project will generate insufficient cash flow to cover the next senior debt service payment, which totals approximately $1.6 million, causing a draw on its debt service reserve fund, currently fully funded at $2.2 million. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The rapid and widening spread of the coronavirus outbreak, deteriorating global economic outlook, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The lodging and conference sectors have been among those sectors most significantly affected by the shock given their sensitivity to consumer demand and sentiment. More specifically, the project's exposure to reduced revenue from falling visitor levels has left it vulnerable in these unprecedented operating conditions, though efforts to compress operating expenses, alternative revenue from transient healthcare workers, and funding from the SBA PPP program, have offered some support. The project remains vulnerable to extended credit stress stemming from the continued impact of the outbreak. The Caa3 rating on the Middlesex County Improvement Authority, NJ's Heldrich Center Hotel Project Series 2005A bonds reflect the generally weak operating and financial performance of the hotel, narrow cash balances, and the continued deferment of management fees to improve internal cash flow, as the project has already exhausted its furniture, fixtures and equipment reserve. The rating recognizes the existence of a cash-funded 12-month debt service reserve fund which can serve to delay a senior debt service default. An important rating consideration for the senior bonds is the acknowledgment that the subordinate bonds and junior lien bondholders, which collectively aggregate around 76% of the total debt, continue to not receive debt service payments with such amounts being deferred. However subordinate or junior lien bondholders cannot trigger a default on the senior lien bonds when cash flows are not sufficient to cover subordinate or junior lien debt service. This feature provides protection to the senior bondholders from a default and recovery perspective. RATING OUTLOOK The negative outlook reflects the uncertainty surrounding the potential impact of the COVID-19 pandemic on the Heldrich, including on the outlook for visitor levels, and on the extent to which cash flows will be impacted, thereby compelling draws on the project's debt service reserve fund. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- The rating could be upgraded if operating and financial performance improved to a level that enabled the project to satisfy senior debt service from internal sources and allowed for cash balances to grow on a year-over-year basis FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Depletion, or expected depletion, of the senior debt service reserve fund, increasing the probability of a debt restructuring or default -- Increase in expected loss for senior debt holders under a default LEGAL SECURITY The senior bonds are secured by a first lien on the hotel's net revenues. The bonds are additionally secured by a 12-month debt service reserve fully cash funded at $2.2 million. The subordinate or junior lien bondholders can not trigger a default on the senior lien bonds when cash flows are not sufficient to cover subordinate or junior lien debt service. In addition, the subordinate and junior lien bondholders cannot accelerate payment without full payment of the senior bonds. PROFILE The project is a hotel/conference center located in New Brunswick (City of) NJ (A2, stable) that consists of a 235 guest room and suite hotel, a full service restaurant and lounge, 500 seat ballroom, ground floor retail space, and a 50,000 square foot conference center and 30,000 square foot office and instructional space, which is leased by the Bloustein School of Planning and Public Policy and The John J. Heldrich Center for Workforce Development of Rutgers, The State University of New Jersey, NJ (Aa3, stable). The project primarily serves the business meeting market, representing numerous large corporations and corporate headquarters located in the corridor from New York to Philadelphia. The principal methodology used in these ratings was Generic Project Finance Methodology published in November 2019. HI-CRUSH INC: Moody's Lowers CFR to C, Outlook Remains Negative --------------------------------------------------------------- Moody's Investors Service downgraded Hi-Crush Inc.'s (Hi-Crush) Probability of Default Rating to D-PD from Caa2-PD. Concurrently, Moody's downgraded Hi-Crush's Corporate Family Rating to C from Caa2 and senior unsecured rating to C from Caa3. The outlook remains negative. These actions follow Hi-Crush's July 12, 2020 voluntary filing of petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. "The sudden drop in crude oil prices caused by decisions made by the Organization of Petroleum Exporting Countries, and the decline in overall oil demand due to weak economic activity from the coronavirus outbreak, have materially impacted our expectations of Hi-Crush's creditors ability to recover their investment" said Emile El Nems, a Moody's VP-Senior Analyst. Downgrades: Issuer: Hi-Crush Inc. Corporate Family Rating, Downgraded to C from Caa2 Probability of Default Rating, Downgraded to D-PD from Caa2-PD Gtd Senior Unsecured Notes, Downgraded to C (LGD5) from Caa3 (LGD4) Outlook Actions: Issuer: Hi-Crush Inc. Outlook, Remains Negative RATINGS RATIONALE The Chapter 11 bankruptcy filing has resulted in a downgrade of Hi-Crush's PDR to D-PD, reflecting the company's default on its debt agreements. In addition, Moody's downgraded the company's CFR and senior unsecured notes to C from Caa2 and Caa3 respectively, to reflect Moody's view on expected recovery. Shortly following this rating action, Moody's will withdraw all of Hi-Crush's ratings. The rapid spread of the coronavirus outbreak, deteriorating global economic outlook, low oil prices, and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The action reflects the impact on Hi-Crush of the deterioration in credit quality it has triggered, given its exposure to the volatile oil & gas industry, which has left it vulnerable to shifts in market demand and sentiment in these unprecedented operating conditions. The principal methodology used in these ratings was Building Materials published in May 2019. Based in Houston, Texas, Hi-Crush is a fully-integrated provider of proppant and logistics services for hydraulic fracturing operations, offering frac sand production, advanced wellsite storage systems, flexible last mile services, and innovative software for real-time visibility and management across the entire supply chain. HOWARD JOHNSON: Padgetts Buying Calhoun Property for $240K ---------------------------------------------------------- Howard Johnson and American Berber, Inc., ask the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of the real property located at 105 Mountain Laurel Road, Calhoun, Georgia, as more particularly described on Exhibit A, to Spencer and Joan Padgett for $240,100, free and clear of all liens. Mr. Johnson is an individual who owns the Real Property. The Buyers have jointly made an offer to purchase the Real Property. The parties have executed their Agreement to Sell Real Estate. As set forth in the Agreement, the Buyers' offer encompasses paying $240,100. The Buyers are prepared to close within 30 business days from approval of the sale. Since the Petition Date, the Debtor has spent considerable time and effort marketing the Real Property to various potential buyers. The Debtor believes that the transaction represents the highest and best offer available and that the Purchase Price represents the true value of the Real Property. The Debtor asks authority to sell the Real Property for the Purchase Price and disburse the Sales Proceeds as provided herein. Debtor requests that: (a) the Court waives any stay pursuant to Bankruptcy Rule 6004 or otherwise; and (b) any order approving the sale of the Real Property be effective immediately upon entry of any order approving the sale of the Real Property. The Debtor asks that he be authorized to use the Sales Proceeds to fund his Plan of Reorganization. He asks that it be authorized to use and distribute the Sales Proceeds as follows: (a) payment of all customary closing costs, if any; and next (b) all net proceeds to be paid to the Debtor and used to fund his Plan of Reorganization. The Debtor believes the proposal represents the highest and best offer available as evidenced by his considerable effort to market the Real Property to potential buyers in the area. Finally, the Debtor asks that the Court waives any stay of the effectiveness of any order granting the Motion and approving the sale under Bankruptcy Rule 6004. A copy of the Exhibit A is available at https://tinyurl.com/y8yoomhw from PacerMonitor.com free of charge. Howard Johnson sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 19-41149) on May 15, 2019. The Debtor tapped Cameron M. McCord, Esq., at Jones & Walden, LLC, as counsel. ICONIX BRAND: Expands Strategic Options Including Potential Sale ---------------------------------------------------------------- Iconix Brand Group, Inc.'s Board of Directors determined to commence a process to broaden its exploration of strategic alternatives available to the Company to enhance shareholder value, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. The Board has authorized management and its external advisors to consider a broader range of strategic alternatives, including a potential sale of the Company, merger or other business combination, a recapitalization of its existing capital structure, financings or re-financings of its existing indebtedness, sales of equity and equity-linked securities, dispositions of discrete brands and related assets, licensing or other strategic transactions involving the Company, or any combination of the foregoing This is in addition to the Company's previously announced executed definitive agreements to sell the rights to the UMBRO and STARTER brands in China. In connection with such strategic review, the Company retained Ducera Partners LLC as a financial advisor, together with Dechert LLP, its existing legal counsel, to assist in this effort. Bob Galvin, CEO and Board member, said, "We are confident in the Company's strategy to continue to de-lever its balance sheet and rationalize our cost structure. While we have undertaken a number of actions toward positioning the Company to drive growth and preserve operating leverage to achieve sustainable market leadership in the brand management sector, including recent asset sales, after careful consideration, our Board has determined that it is prudent at this time to undertake a broader strategic review in order to ensure that all available alternatives for the Company are being evaluated to maximize value for our shareholders. As the Board conducts its review, we remain focused on executing on our strategy and continuing day to day operations as usual." The Company gives no assurance that the exploration of strategic alternatives will result in any transaction or specific course of action. The Company has not set a timetable for the conclusion of its review of strategic alternatives and does not intend to disclose developments with respect to the exploration of strategic alternatives unless and until its Board of Directors has approved a specific transaction or course of action or the Company has otherwise determined that further disclosure is appropriate or required by law. About Iconix Brand Iconix Brand Group, Inc. owns, licenses and markets a portfolio of consumer brands including: CANDIE'S, BONGO, JOE BOXER, RAMPAGE, MUDD, MOSSIMO, LONDON FOG, OCEAN PACIFIC, DANSKIN, ROCAWEAR, CANNON, ROYAL VELVET, FIELDCREST, CHARISMA, STARTER, WAVERLY, ZOO YORK, UMBRO, LEE COOPER, ECKO UNLTD., MARC ECKO, ARTFUL DODGER, and HYDRAULIC. In addition, Iconix owns interests in the MATERIAL GIRL, ED HARDY, TRUTH OR DARE, MODERN AMUSEMENT BUFFALO and PONY brands. The Company licenses its brands to a network of retailers and manufacturers. Through its in-house business development, merchandising, advertising and public relations departments, Iconix manages its brands to drive greater consumer awareness and brand loyalty. Iconix Brand reported a net loss attributable to the company of $111.51 million for the year ended Dec. 31, 2019, compared to a net loss attributable to the company of $100.52 million for the year ended Dec. 31, 2018. As of March 31, 2020, Iconix Brand had $465.25 million in total assets, $712.25 million in total liabilities, $31.34 million in redeemable non-controlling interest, and a total stockholders' deficit of $278.35 million. BDO USA, LLP, in New York, NY, the Company's auditor since 1998, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has suffered recurring losses and has certain debt agreements which require compliance with financial covenants. The COVID 19 pandemic is expected to have a material adverse effect on the Company's results of operation, cash flows and liquidity, including compliance with future debt covenants. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INVERNESS TWO: Seeks to Tap Porter Hedges as Bankruptcy Counsel --------------------------------------------------------------- Inverness Two, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Porter Hedges, LLP as its bankruptcy counsel. Porter Hedges will provide the following services: (a) advise Debtor of its rights and duties in the continued operation of its business; (b) assist Debtor in analyzing its capital structure, investigate the extent and validity of liens, and represent Debtor in contested matters; (c) represent Debtor in post-petition financing transactions; (d) assist Debtor in the sale of certain assets; (e) assist Debtor in the formulation of a disclosure statement and plan of reorganization and in the implementation of the plan; (f) assist Debtor in any manner relevant to preserving and protecting Debtor's estate; (g) investigate and prosecute preference, fraudulent transfer and other actions arising under Debtor's bankruptcy avoiding powers; (h) prepare legal papers and appear in court; (i) assist Debtor in administrative matters; (j) represent Debtor in litigation matters; and (k) assist Debtor in general corporate matters. The firm's attorneys and paralegals will be paid at hourly rates as follows: Partners $515 - $675 Associates $335 - $440 Paralegals $190 - $315 The firm can be reached through: Aaron J. Power, Esq. Porter Hedges LLP 1000 Main St., 36th Floor Houston, TX 77002 Telephone: (713) 226-6000 Facsimile: (713) 228-1331 Email: apower@porterhedges.com About Inverness Two Inverness Two Inc., a Texas nonprofit corporation and a single asset real estate (as defined in 11 U.S.C. Section 101(51B)), filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-32836) on May 29, 2020. The petition was signed by Alexander Krakovsky, its president. At the time of the filing, Debtor disclosed assets of $1 million to $10 million and liabilities of $500,000 to $1 million. Judge Jeffrey P. Norman oversees the case. Porter Hedges, LLP is Debtor's bankruptcy counsel. J.C. PENNEY: Nike Resumes Selling $80M Goods -------------------------------------------- Steven Church, writing for Bloomberg Law, reports that a bankruptcy judge approved deal in which shoe retailer Nike will ship $80 million worth of goods to J.C. Penney in return for an immediate payment of $2 million and a potential payment of $19.6 million in the future. Nike had refused to ship goods after J.C. Penney filed bankruptcy. Under the deal, J.C. Penney will give Nike an approved claim of $19.6 million, which means the apparel maker will have a chance at getting fully paid for what it was owed before the bankruptcy started. J.C. Penney also promised not to sue Nike over certain potential bankruptcy disputes. About Nike Inc. Nike, Inc. is an American multinational corporation that is engaged in the design, development, manufacturing, and worldwide marketing and sales of footwear, apparel, equipment, accessories, and services. About J.C. Penney J.C. Penney Corporation, Inc., is an American retail company, founded in 1902 by James Cash Penney and today engaged in marketing apparel, home furnishings, jewelry, cosmetics, and cookware. The company was called J.C. Penney Stores Company from 1913 to 1924, when it was reincorporated as J.C. Penney Co. On May 15, 2020, JCPenney announced that it has entered into a restructuring support agreement with lenders holding 70% of JCPenney's first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the Plan, the Company and its affiliates on May 15, 2020, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182). Kirkland & Ellis LLP is serving as legal advisor, Lazard is serving as financial advisor, and AlixPartners LLP is serving as restructuring advisor to the Company. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney J.C. PENNEY: Starts Liquidation Sales of Stores, Offers Discount ---------------------------------------------------------------- Kelly Tyko, writing for USA TODAY, reports that J.C. Penney started its going-out-of-business sales mid-June for 137 stores. The discounts range from 25 to 40% off original prices storewide. All sales will be final starting June 25, according to a news release. "All merchandise is on sale, including deeper discounts of 40% on all fine jewelry and window treatments," the release said. "New seasonal essentials, such as swimwear and sunglasses, are also discounted at 25-30% off." The retailer, which filed for Chapter 11 bankruptcy protection May 15, also updated its list of stores that will permanently close in its first wave of closures. (See the full list of stores closing below and the stores removed from the list.) J.C. Penney announced June 4, 2020 that 154 stores would close in its first wave of closings but now 137 stores are on the list. However, the removed locations may still close. "A handful of previously announced store closing locations remain on hold pending further review," J.C. Penney said in a blog post. The retailer is expected to close 242 stores for good or about 29% of its 846 locations with 192 stores expected to close in the current fiscal year, which ends in February, and then 50 in the next fiscal year. After the closings, the company will have around 604 remaining locations. The Texas-based chain is the largest retailer to file for bankruptcy protection so far during the coronavirus pandemic. Gordon Brothers, Hilco Merchant Resources, Great American Group, and Tiger Group will manage the store closing sales, according to the release. The liquidation sales are expected to last 10 to 16 weeks. J.C. Penney store hours The stores are currently operating under reduced hours from noon to 7 p.m. Monday through Saturday and 11 a.m. to 6 p.m. Sunday. On Wednesdays and Fridays, stores have designated an hour, from 11 a.m. to noon, for at-risk shoppers including senior citizens, expectant mothers, and those with underlying health concerns. In liquidating locations, Sephora stores located inside J.C. Penney are now closed. J.C. Penney store closures 2020 Here are the first 137 J.C. Penney stores that are permanently closing. Additional locations are expected to shutter and will be announced in the coming months. Alabama J.C. Penney closing stores * Andalusia: Covington Mall, 922 River Falls St. * Florence: Regency Square, 301 Cox Creek Parkway * Scottsboro: Jackson Square, 1601 S Broad Arizona J.C. Penney store closings * Cottonwood: Little Creek Center, 1100-B Highway 260 * Tucson: El Con Shopping Center, 3501 E Broadway Arkansas closing J.C. Penney stores * Batesville: Independence Center, 475 S St. Louis St. * Conway: Conway Towne Center, 201 Skyline Drive * El Dorado: Mellor Park Mall, 1845 N West Ave. * Harrison: The Fashion Center, 814 U.S. Highway 62-65 N California J.C. Penney store closings * Delano: 1228 Main St. * Los Banos: San Luis Plaza, 951 W Pacheco Blvd. * Paso Robles: Woodland Plaza, 120 Niblick Road * San Bernardino: Inland Center, 300 Inland Center * Tracy: West Valley Mall, 3100 Naglee Road * Yreka: Yreka Junction Mall, 1810 Fort Jones Road Colorado J.C. Penney closing stores * Durango: Durango Mall, 800 S Camino Del Rio * Fort Collins: 135 Bockman Drive Connecticut J.C. Penney store closure * Torrington: Torrington Commons, 251 High St. Florida J.C. Penney closing stores * Bradenton: Desoto Square Mall, 303 301 Blvd. W * Cape Coral: Coralwood Shopping Center, 2301 Del Prado Blvd. * Jacksonville: Regency Square Mall, 9501 Arlington Expressway * Lake Wales: Eagle Ridge Mall, 501 Eagle Ridge Drive * Mary Esther: Santa Rosa Shopping Center, 300 Mary Esther Blvd. * Orlando: Orlando Fashion Square, 3115 E Colonial Drive * Sebring: Lakeshore Mall, 901 U.S. 27 N Georgia J.C. Penney closing stores * Athens: Georgia Square, 3700 Atlanta Highway * Atlanta: Northlake Mall, 4840 Briarcliff Road NE * Douglasville: Arbor Place Mall, 6650 Douglas Blvd. * Gainesville: Lakeshore Mall, 150 Pearl Nix Parkway * Rome: Mount Berry Mall 300 Mount Berry Square NE * Statesboro: Statesboro Mall, 325 Northside Drive E * Waycross: Hatcher Point Mall, 2215 Memorial Drive Idaho closing J.C. Penney stores * Lewiston: Lewiston Shopping Center, 1826 19th Ave. * Ponderay: Bonner Mall, 300 Bonner Mall Way Illinois J.C. Penney closing stores * Bourbonnais: Northfield Square, 1600 N State Route 50 * Carbondale: University Mall, 1201 E Main * Freeport: Freeport Mall, 1810 S West Ave. * Mount Vernon: Times Square Mall, 115 Times Square Mall Indiana J.C. Penney closing stores * Bedford: Bedford Town Fair, 1118 James Ave. * Indianapolis: NW Pavilion at Michigan Road, 8752 Michigan Road * Kokomo: Kokomo Mall, 1718 E Blvd. * Madison: River Point Mall, 435 E Clifty Drive * Muncie: Muncie Mall, 3501 Granville Ave. * Plymouth: Pilgrim Place Mall, 1350 Pilgrim Lane * Richmond: Richmond Square, 4199 National Road E * Vincennes: Vincennes Plaza, 640 Niblack Blvd. Iowa J.C. Penney store closings * Carroll: 504 N Adams St. * Marshalltown: Marshalltown Mall, 2500 Shopping Center St. Kansas J.C. Penney store closures * Emporia: Flint Hills Village, 1678 Industrial Road * Liberal: Liberal Plaza, 1513 N Kansas Ave. * Salina: Central Mall, 2259 S 9th St. Kentucky J.C. Penney closing stores * Campbellsville: Green River Plaza, 399 Campbellsville Bypass * Danville: Danville Manor Shopping Center, 1560 Houstonville Road * Hopkinsville: Bradford Square, 4000 Fort Campbell Blvd. * Maysville: Market Square, U.S. 68 S and AA Highway * Middlesboro: Middlesboro Mall, 905 N 12th St. * Owensboro: Town Square Mall, 5000 Frederica St. Louisiana J.C. Penney store closures * Lafayette: Acadiana Mall, 5725 Johnston St. * Metairie: Lakeside Shopping Center, 3301 Veterans Memorial Blvd. Maryland closing J.C. Penney stores * Lanham: Woodmore Towne Center at Glen, 9100 McHugh Drive * La Vale: Country Club Mall, 1262 Vocke Road Michigan J.C. Penney closures * Alpena: Alpena Mall, 2338 U.S. 23 S * Cadillac: Cadillac Shopping Center, 1550 N Mitchell St. * Petoskey: 408 E Mitchell St. Minnesota closing J.C. Penney stores * Eden Prairie: Eden Prairie Center, 8201 Flying Cloud Drive * Maple Grove: Grove Square Shopping Center, 13701 Grove Drive * Willmar: Kandi Mall, 1605 South First St. Mississippi J.C. Penney store closings * Laurel: Sawmill Square Mall, 910 Sawmill Road * Starkville: Starkville Crossing, 864 Highway 12 W Missouri closing J.C. Penney stores * Independence: Bolger Square, 17610 E 39th St. S * Kirksville: Kirksville Shopping Center, 2206 S Baltimore St. Montana J.C. Penney store closure * Bozeman: Gallatin Valley Mall, 2825 W Main St. Nebraska closing J.C. Penney store * Grand Island: Conestoga Mall, 3404 W 13th St. New Hampshire J.C. Penney closings * Keene: West Street Shopping Center, 381 West St. * North Conway: Mountain Valley Mall, State Highway 16 and Route 302 * Rochester: Lilac Mall, 25 Lilac Mall (Route 125) * West Lebanon: Upper Valley Plaza, 250 Plainfield Road New Mexico J.C. Penney store closure * Alamogordo: White Sands Mall, 3199 N White Sands Blvd. New York J.C. Penney closing stores * Auburn: Finger Lakes Mall, 1579 Clark Street Road * Batavia: Batavia City Centre, 40 Batavia City Center * Canandaigua: Roseland Shopping Center, 3225 State Route 364 * New Hartford: Sangertown Square Mall, 1 Sangertown Square * Rome: Freedom Mall, 205 Erie Blvd. W * Syracuse: Destiny USA, 9559 Destiny USA Drive * Valley Stream: Green Acres Mall, 1051 Green Acres Mall North Carolina J.C. Penney closures * Henderson: Henderson Square, 380 N Cooper Drive * Lumberton: Biggs Park Shopping Center, 2910 N Elm St. * New Bern: Twin Rivers Mall, 3100 M L King Jr Blvd. * Raleigh: North Hills Shopping Center, 4217 Six Forks Road * Rockingham: Richmond Plaza, 1305 E Broad Ave. Ohio closing J.C. Penney stores * Akron: Chapel Hill Mall, 2000 Brittain Road * Akron: Tri County Plaza, 1500 Canton Road * Alliance: Carnation Mall, 2500 W State St. * Ashtabula: Ashtabula Mall, 3315 N Ridge Road E * Cincinnati: Governors Plaza, 9365 Fields Ertel Road * Defiance: Northtowne Mall, 1500 N Clinton St. * East Liverpool: Summit Square Shopping Center, 16280 Dresden Ave. * Parma: The Shoppes At Parma, 7900 Day Drive * Piqua: Miami Valley Mall, 987 E Ash St. Oklahoma J.C. Penney store closures * Enid: Oakwood Mall, 4125 W Owen K Garriott Road * McAlester: Tandy Town Shopping Center, 1744 E Carl Albert Parkway * Muskogee: Arrowhead Mall, 501 N Main St. * Shawnee: Shawnee Mall, 4901 N Kickapoo Ave. * Tulsa: Tulsa Promenade, 4101 S Yale Ave. Oregon J.C. Penney closures * Bend: Cascade Village, 63455 N Highway 97 * McMinnville: McMinnville Plaza, 2180 NE Highway 99 W * Roseburg: Garden Valley Mall, 780 NW Garden Valley Blvd. * Salem: Salem Center, 305 Liberty St. NE Pennsylvania J.C. Penney closing stores * Butler: Clearview Mall, 101 Clearview Circle * Hanover: North Hanover Mall, 1155 Carlisle St. * Monaca: Beaver Valley Mall, 200 Beaver Valley Mall * Monroeville: Monroeville Mall, 500 Monroeville Mall * Tarentum: Galleria at Pittsburgh Mills, 167 Pittsburgh Mill Circle South Carolina J.C. Penney closings * Beaufort: Cross Creek Mall, 328 Robert Smalls Parkway * Florence: Magnolia Mall, 2701 David H McLeod Blvd. * Myrtle Beach: Myrtle Beach Mall, 10177 N Kings Highway * Orangeburg: Prince of Orange Mall, 2390 Chestnut St. * Rock Hill: Rock Hill Galleria, 2321 Dave Lyle Blvd. South Dakota J.C. Penney store closure * Brookings: University Mall, 990 22nd Ave. S Tennessee J.C. Penney closing stores * Cleveland: Bradley Square, 200 Paul Huff Parkway NW * Columbia: Columbia Mall, 800 S James Campbell Blvd. * Dyersburg: Dyersburg Mall, 2700 Lake Road * Kingsport: Kingsport Town Center, 2101 Fort Henry Drive * Maryville: Foothills Mall, 101 Foothills Mall * McMinnville: Three Star Mall, 1410 Sparta St. Texas J.C. Penney store closings * Greenville: Crossroads Mall, 6834 Wesley St. * Huntsville: West Hills Mall, 2 Financial Plaza * Lewisville: Music City Mall, 2401 S Stemmons Fairway * Lufkin: Lufkin Shopping Center, 4600 S Medford Drive * Palestine: Palestine Mall, 1930 S Loop 256 * Paris: Mirabeau Square, 3560 Lamar Ave. Highway 82 Utah J.C. Penney closing locations * Layton: Layton Hills Mall, 1201 N Hill Field Road * Logan: Cache Valley Mall, 1350 N Main St. Vermont J.C. Penney closing stores * Bennington: Bennington Square, 99 Bennington Square * Berlin: Berlin Mall, 282 Berlin Mall Road Virginia closing J.C. Penney stores * Danville: Danville Mall, 325 Piedmont Drive * Staunton: Colonial Mall, 90 Lee Jackson Highway About J.C. Penney J.C. Penney Corporation, Inc., is an American retail company, founded in 1902 by James Cash Penney and today engaged in marketing apparel, home furnishings, jewelry, cosmetics, and cookware. The company was called J.C. Penney Stores Company from 1913 to 1924, when it was reincorporated as J.C. Penney Co. On May 15, 2020, JCPenney announced that it has entered into a restructuring support agreement with lenders holding 70% of JCPenney's first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the Plan, the Company and its affiliates on May 15, 2020, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182). Kirkland & Ellis LLP is serving as legal advisor, Lazard is serving as financial advisor, and AlixPartners LLP is serving as restructuring advisor to the Company. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney JANETTE COCKRUM: M. Properties Buying Horse Farm for $350K ---------------------------------------------------------- Janette Marie Cockrum asks the U.S. Bankruptcy Court for the Western District of Arkansas to authorize the sale of her property located at 720 Kingswood Blvd., Mountain Home, Baxter County, Arkansas to M. Properties and/or nominee for $350,000, pursuant to their Real Estate Contract. Objections, if any, must be filed within 21 days from the date the Motion is served. Baxter County, Arkansas has a first priority lien in the approximate amount of $2,519 for property taxes. FNBC Bank has a first priority lien on the property in the approximate amount of $472,220 pursuant to a modification of mortgage filed for record in the office of the Circuit Clerk of Baxter County, Arkansas on Jan. 26, 2016 as instrument number L201600852 and a modification of mortgage filed for record in the office of the Circuit Clerk of Baxter County, Arkansas on April 15, 2016 as instrument number 201603969. This mortgage also cross-collateralizes other loans owed to FNBC Bank included in the figure set forth. The Debtor has conditionally accepted an offer to purchase the subject property consisting of a 55.71-acre tract and a 7-acre tract from the Buyer for $350,000 pursuant to their Contract. The sale will be made free and clear of liens and other encumbrances, with existing liens on the property to be transferred to the net proceeds of sale at closing. Because the Debtor has little, if any, disposable income from her receipt of Social Security benefits, she has been unable to pay the U.S. Trustee quarterly fees that have accrued as a result of previous sales of real property for the benefit of FNBC Bank. The Debtor proposes that proceeds of the sale of the property after payment of real estate commissions, closing fees and costs be paid first to Baxter County, Arkansas and then to FNBC as their interests may appear, less an amount paid to the U.S. Trustee for any accrued and unpaid quarterly fees. The Debtor believes all parties interested in the estate will benefit from the relief requested. A copy of the Contract is available at https://tinyurl.com/y8t5g86o from PacerMonitor.com free of charge. Janette Marie Cockrum sought Chapter 11 protection (Bankr. W.D. Ark. Case No. 18-73275) on Dec. 11, 2018. The Debtor tapped David G. Nixon, Esq., at Nixon Law Firm, as counsel. JANETTE COCKRUM: Patrick Buying Mountain Home Property for $133K ---------------------------------------------------------------- Janette Marie Cockrum asks the U.S. Bankruptcy Court for the Western District of Arkansas to authorize the sale of her 43.17 acres located at 642 Tracy Ferry Road, Mountain Home, Baxter County, Arkansas to Roddy Patrick for $133,000, pursuant to a Real Estate Contract. Objections, if any, must be filed within 21 days from the date the Motion is served. Baxter County, Arkansas has a first priority lien in the approximate amount of $230 for property taxes. FNBC Bank has a second priority lien on the property in the approximate amount of $472,220 pursuant to a modification of mortgage filed for record in the office of the Circuit Clerk of Baxter County, Arkansas on Aug. 29, 2016 as instrument number L201607404. This mortgage also cross-collateralizes other loans owed to FNBC Bank included in the figure set forth. The Debtor has conditionally accepted an offer to purchase the property from the Buyer for $133,000 pursuant to their Contract. The sale will be made free and clear of liens and other encumbrances, with existing liens on the property to be transferred to the net proceeds of sale at closing. Because the Debtor has little, if any, disposable income from her receipt of Social Security benefits, she has been unable to pay the U.S. Trustee quarterly fees that have accrued as a result of previous sales of real property for the benefit of FNBC Bank. The Debtor proposes that proceeds of the sale of the property after payment of real estate commissions, closing fees and costs be paid first to Baxter County, Arkansas and then to FNBC as their interests may appear, less an amount paid to the U.S. Trustee for any accrued and unpaid quarterly fees. The Debtor believes all parties interested in the estate will benefit from the relief requested. A copy of the Contract is available at https://tinyurl.com/ydanws6g from PacerMonitor.com free of charge. Janette Marie Cockrum sought Chapter 11 protection (Bankr. W.D. Ark. Case No. 18-73275) on Dec. 11, 2018. The Debtor tapped David G. Nixon, Esq., at Nixon Law Firm as counsel. JERRICK MEDIA: March 31 Quarter Results Cast Going Concern Doubt ---------------------------------------------------------------- Jerrick Media Holdings, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $2,985,997 on $293,142 of net revenue for the three months ended March 31, 2020, compared to a net loss of $1,884,441 on $34,334 of net revenue for the same period in 2019. At March 31, 2020, the Company had total assets of $2,836,270, total liabilities of $13,027,333, and $10,191,063 in total stockholders' deficit. The Company disclosed that there are factors that raise substantial doubt about its ability to continue as a going concern for a period of one year from the issuance of its financial statements, citing that the Company had an accumulated deficit at March 31, 2020, a net loss of $3.0 million and net cash used in operating activities of $1.3 million for the reporting period then ended. Furthermore, the Company is in default on debentures as of the date of the filing. A copy of the Form 10-Q is available at: https://is.gd/EcCcrz Jerrick Media Holdings, Inc., develops technology-based solutions to solve digital problems. Its flagship product is Vocal, a proprietary long-form digital publishing platform that provides storytelling tools and engaged communities for creators to get discovered and fund creativity. Jerrick Media Holdings is headquartered in Fort Lee, New Jersey. KELLY THERESA M. PEREZ: Marietta Buying 6.6-Acre Cibolo Property ---------------------------------------------------------------- Kelly Theresa Murphy Perez asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of approximately 6.58 acres of real property located in Cibolo, Texas to Marietta Materials Real Estate Investments, Inc. The Debtor owns the Property. The Property was used in connection with the operations of W.P. Murphy, Inc. ("WPM") in its ready-mix concrete operations. WPM is a debtor in possession having filed its voluntary petition initiating a chapter 11 bankruptcy case on Jan. 22, 2020. WPM's bankruptcy is pending before the Court as case number 20-50145-cag. On Feb. 27, 2020 WPM entered into an Asset Purchase Agreement with TXI Operations, LP. The APA was conditioned upon a number of matters including the Court's approval of a sale process which include bid protections for the buyer and more specific to the Debtor, a condition that Martin Marietta Materials Real Estate Investments, Inc. acquire the Property. WPM filed its Motion seeking approval of a sale process on March 2, 2020. The Debtor filed her companion motion to approve an identical sale process on April 1, 2020. The Court entered interim orders granting the requested relief on both motions. On May 6, 2020, the Court entered its final Order Approving the Sale of the Debtor's Real Property Free and Clear of Liens, Claims, Encumbrances, and Interests. A companion order was entered on May 6, 2020 in the WPM bankruptcy approving the sale of the assets of that estate. As a condition to issuance of a title policy, the title company required the Debtor to obtain an estoppel certificate from Peggy Murphy, W.P. Murphy's widow and the Debtor's stepmother. Mr. Murphy died on June 23, 2014. Murphy left a holographic will in which he revoked a prior living trust1 into which he had conveyed the Property. His will further provided that Peggy Murphy was to have no interest in WPM or its assets, other than a monthly stipend and a payment equal to 15% of any proceeds from the sale of WPM. It expressly provided that all properties and assets of WPM were bequeathed to the Debtor. Peggy Murphy owns no interest in the Property or in the assets of WPM. Nevertheless, she has refused to sign the estoppel certificate. The sale motions filed by WPM and the Debtor did not account for any interest of Peggy Murphy and failed to serve her. Peggy Murphy is not identified as a creditor in the books and records of the Debtor and WPM. She does not appear on any title search of the Property and this issue did not appear in connection with the sale earlier this year of a portion of the Debtor's Property to the Texas Department of Transportation. Peggy Murphy owns no interest in the assets being conveyed and is, at best, an unsecured creditor of WPM. Closing of the sale of the assets of WPM and the Debtor is stalled due to Peggy Murphy’s intransigence. The Buyer's patience is not unlimited, and the interests of the Debtor and her creditors are being jeopardized by the delay in closing of the sale. By the Motion, the Debtor asks that the Court enters an Amended Sale Order, authorizing the Debtor to sell the Property to the Buyer free and clear of all liens, claims, and interests on substantially the terms set forth in the APA attached to the Sale Order. She asks that the Sale Order be modified to specifically provide that the Property is to be sold free and clear of any alleged interest of Peggy Lynn Murphy and the William P. Murphy Living Trust. The Debtor incorporates in the Motion the averments set forth in the Sale Motion and asks that the Court to take judicial notice of its findings of fact and conclusions of law in the Sale Order. To preserve the value of the Debtor's estate and limit the costs of administering and preserving the Property, it is critical that the Debtor close the sale of the Property as soon as possible after all closing conditions have been met or waived. Accordingly, the Debtor asks that the Court waives the 14-day stay periods under Bankruptcy Rules 6004(h) and 6006(d). Kelly Theresa Murphy Perez sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-50608) on March 17, 2020. The Debtor tapped Raymond Battaglia, Esq., as counsel. KEY ENERGY: Says Substantial Going Concern Doubt Exists ------------------------------------------------------- Key Energy Services, Inc., filed its quarterly report on Form 10-Q, disclosing a net income of $108,994,000 on $75,308,000 of revenues for the three months ended March 31, 2020, compared to a net loss of $23,441,000 on $109,273,000 of revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $298,661,000, total liabilities of $198,717,000, and $99,944,000 in total equity. The Company disclosed that there is substantial doubt as to its ability to continue as a going concern, citing the uncertainty of future oil and natural gas prices and the effect the COVID-19 pandemic. A copy of the Form 10-Q is available at: https://is.gd/AjAvao Key Energy Services, Inc. operates as an onshore rig-based well servicing contractor in the United States. It operates through Rig Services, Fishing and Rental Services, Coiled Tubing Services, and Fluid Management Services segments. The Rig Services segment is involved in the completion of newly drilled wells; workover and recompletion of existing oil and natural gas wells; well maintenance activities; and plugging and abandonment of wells at the end of their useful lives, as well as provision of specialty drilling services to oil and natural gas producers. The Fishing and Rental Services segment provides fishing services that involve recovering lost or stuck equipment in the wellbore utilizing fishing tools; and rents drill pipes, tubulars, handling tools, pressure-control equipment, pumps, power swivels, reversing units, and foam air units, as well as frac stack equipment to support hydraulic fracturing operations. The Coiled Tubing Services segment offers services for wellbore clean-outs, nitrogen jet lifts, through-tubing fishing, and formation stimulations; mills temporary isolation plugs that separate frac zones; and other pre-and post-hydraulic fracturing well preparation services. The Fluid Management Services segment offers transportation and well-site storage services for fluids utilized in drilling, completions, workover, and maintenance activities; and disposal services for fluids produced subsequent to well completion. It also operates a fleet of hot oilers for pumping heated fluids used to clear soluble restrictions in a wellbore. The company was formerly known as Key Energy Group, Inc. and changed its name to Key Energy Services, Inc. in December 1998. Key Energy Services was founded in 1977 and is headquartered in Houston, Texas. KRATOS DEFENSE: Moody's Raises CFR to B1, Outlook Stable -------------------------------------------------------- Moody's Investors Service has upgraded its ratings for Kratos Defense & Security Solutions, Inc., including the company's corporate family rating and senior secured notes ratings (each to B1, from B2), and its probability of default rating (to B1-PD, from B2-PD). The company's speculative grade liquidity rating has been upgraded to SGL-1, from SGL-2. The ratings outlook remains stable. According to Moody's lead analyst Bruce Herskovics, "The upgrade reflects Kratos' ability and willingness to issue equity and retain the cash proceeds on its balance sheet, helping sustain developmental activities on the company's many unmanned aerial platform programs—any of one of which could culminate in a production award and substantially higher backlog." Regarding the stable ratings outlook, Herskovics added the following: "Kratos' $300 million notes do not mature until 2025, cash should exceed $300 million near-term, and leverage and coverage metrics reasonably suit the rating at the present revenue rate, but a catalyst toward better ratings will ultimately depend on bookings progress and the extent to which free cash flow generation—historically lessened by capital and R&D spending—improves." Notwithstanding the ratings upgrades, the rapid spread of the coronavirus outbreak, a deteriorating global economic outlook, low oil prices and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Even with the upgrades, the actions reflect the impact on Kratos of the modest deterioration in credit quality it has triggered given its exposure to defense contracting, which while less affected than most other sectors has not been immune to the adverse impact of the pandemic and leaves the company vulnerable to shifts in market demand and sentiment in these unprecedented operating conditions. RATINGS RATIONALE The B1 CFR broadly reflects commensurate financial leverage and interest coverage metrics, robust developmental activity across several promising unmanned aerial vehicle programs, and high cash balances against the company's relatively modest scale and backlog, and historically low free cash flow generation. Moody's estimates that Kratos' leverage should remain around the 5x level, with breakeven free cash flow near-term, but the prospect for de-leveraging could radically improve depending on future contract awards. Further, free cash flow generation would likely approach 10% of debt if growth related capital expenditures were to ebb, but Moody's views that scenario as unlikely. Kratos' more mature and profitable business, the Government Solutions segment, should minimally grow in the 3%-5% range annually over the next three years as US defense modernization unfolds. The segment features defense electronics and payloads associated with satellite, missile and communications systems where robust funding levels should exist. The rating also favorably considers upside from the relatively smaller Unmanned Systems segment, where most of the investment spending has occurred. The US Department of Defense's (DoD) acquisition strategy and tactical doctrine regarding jet-powered unmanned aerial combat vehicles are maturing toward phases that will give better income visibility in coming years. While many highly qualified military aircraft primes are bidding for these opportunities, there will likely be several meaningfully-sized program openings and Kratos has been a disruptive, first-mover within the disposable/attritable class of the emerging category. Further, in Moody's view, the DoD's growing receptivity toward contractors that evidence high innovation and rapid fielding capabilities offers a market opening for smaller primes like Kratos. Program requirements and technology could evolve in unpredictable ways, however, which could significantly lessen or defer returns on investment. Indeed, Moody's views Kratos' prospects for backlog gains from jet-powered aerial target drones to be more certain, albeit unlikely of a similarly transformational magnitude, when compared to unmanned aerial combat vehicles. The stable ratings outlook reflects the company's high cash balances, in excess of debt, which gives it capital to fulfill large contract obligations or to use for other credit productive purposes; Moody's anticipates that Kratos will retain the cash for these purposes. The B1 rating of the secured notes reflects their preponderance within the debt structure, albeit their effectively junior ranking to trade claims and asset-based revolver claims competing for recovery in a stress scenario. The speculative grade liquidity rating of SGL-1, denoting a very good liquidity profile, reflects the high cash balances and Moody's expectation of around breakeven free cash flow levels near-term, notably including elevated capital spending related to growth programs. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward ratings momentum would depend on contract awards that suggest a stronger revenue trajectory with leverage of around 4x and a good liquidity profile. Downward ratings pressure would mount if free cash deficits are sustained such that excess cash balances are significantly diminished, particularly if backlog does not improve. Leverage rising toward the 6x level would be viewed negatively. The following is a summary of Moody's rating actions and ratings: Upgrades: Issuer: Kratos Defense and Security Solutions, Inc. Probability of Default Rating, Upgraded to B1-PD from B2-PD Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Corporate Family Rating, Upgraded to B1 from B2 Senior Secured Regular Bond/Debenture, Upgraded to B1 (LGD4) from B2 (LGD4) Outlook Actions: Issuer: Kratos Defense and Security Solutions, Inc. Outlook, Remains Stable Kratos Defense & Solutions, Inc., headquartered in San Diego, California, is a national security solutions provider that operates in two segments: Government Solutions and Unmanned Systems. Revenues over the twelve months ended March 30, 2020 were $726 million. The principal methodology used in these ratings was Aerospace and Defense Methodology published in July 2020. LEGENDS SQUARE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Legends Square, L.L.C. 10606 Coursey Boulevard Suite B Baton Rouge, LA 70816-4874 Business Description: Legends Square, L.L.C. is a commercial real estate developer. Chapter 11 Petition Date: July 13, 2020 Court: United States Bankruptcy Court Middle District of Louisiana Case No.: 20-10504 Debtor's Counsel: Ryan J. Richmond, Esq. STERNBERG, NACCARI & WHITE, LLC 17732 Highland Road Suite G-228 Baton Rouge, LA 70810 Tel: (225) 412-3667 E-mail: ryan@snw.law Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael D. Kimble, manager. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/n85PB5 LITESTREAM HOLDINGS: $750,000 Asset Sale to JMF Okayed ------------------------------------------------------ Litestream Holdings, LLC, a West Palm Beach, Fla.-based telecommunication services provider, has sought and obtained approval from Bankruptcy Judge Mindy A. Mora to sell substantially all of its assets to JMF Solutions, Inc. for a purchase price of $750,000. The sale includes certain of the Debtor's personal, tangible and intangible property. The Debtor did not receive any other bids for the assets. The proceeds of the sale transaction contemplated by the parties' asset purchase agreement, after funding closing expenses including the commission due to the broker according to the percentage commission previously approved by the Court, will fund a partial distribution to secured creditor BankUnited, N.A. and allowed tax claims owed to St. Johns County Tax Collector. The remaining funds realized from the sale will be utilized to pay allowed administrative claims and any allowed priority claims, including a priority tax claim owed to the Internal Revenue Service. BankUnited, N.A. has consented to the sale to the Buyer of the Purchased Assets under the terms set forth in the APA on the condition that it receive a partial distribution on its secured claim in the amount of approximately $526,000. Creditors Dennis W Hollingsworth CFC, as St. Johns County Tax Collector and Glen St. Johns Homeowners Association, Inc., as well as Lennar Homes, LLC objected to the deal. According to the Court, inasmuch as (a) the secured tax claims of the St. Johns County Tax Collector will be paid in full at closing from the sale proceeds and (b) the Debtor is not seeking to assume or sell the Bulk Cable and Broadband Services Agreement between D.R. Horton, Inc. - Jacksonville and Litestream Holdings, LLC, dated February 7, 2007, assigned to Glen St. Johns Homeowners Association, Inc. on March 10, 2008, the Objections by those creditors are overruled as moot. Lennar argued that the sale proceeds are insufficient to fund a distribution to general unsecured creditors. The Court overruled this objection in light of its finding that the sale to the Buyer in in the best interest of the Debtor's estate. A copy of the Court's July 6 sale order is available at https://is.gd/oc9duI from PacerMonitor.com. About Litestream Holdings Litestream Holdings, LLC, a Florida-based provider of video, broadband and phone services, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-26043) on Nov. 27, 2019 in West Palm Beach, Fla., listing between $1 million and $10 million in both assets and liabilities. The petition was signed by Paul Rhodes, managing member. Judge Mindy A. Mora oversees the case. FurrCohen P.A., is the Debtor's legal counsel. The U.S. Trustee for Region 21 appointed three creditors to serve on the official committee of unsecured creditors in the Litestream's Chapter 11 case. LITESTREAM HOLDINGS: July 21 Hearing on Bid for Ch. 11 Trustee -------------------------------------------------------------- The hearing on Lennar Homes LLC's request for appointment of a Chapter 11 trustee for Litestream Holdings, LLC, has been continued, yet again, at a hearing for July 21 at 1:30 p.m. by telephone. Lennar, which filed the appointment request in February, has argued that Paul Rhodes, the Debtor's sole manager, has looted the company of hundreds of thousands of dollars prior to the bankruptcy filing to the detriment of creditors such as Lennar; ceded control and direction of the company to its secured lender; and has repeatedly made false statements or omissions in its Schedules and Statement of Financial Affairs, all of which are related to Rhodes' control and transfers made for his benefit prior to bankruptcy. Lennar contends the creditors are entitled to a conflict-free fiduciary who will act to maximize value for all constituencies, which requires appointment of a trustee. Lennar relates that during the two years prior to bankruptcy -- while Litestream was delaying Lennar in obtaining and collecting on its judgment, and apparently failing to pay several other unsecured creditors as well -- more than $700,000 was transferred to insider Rhodes Holdings, Inc. In September 2007, Litestream entered into a contract with a developer to provide telecommunications, cable and internet services to the Palencia North Master Planned Community in St. Johns County, Florida. The contract was later assigned to Lennar with an agreement for the exclusive right to provide services to the community, and payment of 10% of gross revenues to Lennar, by January 31 of each year. However, Litestream failed to make the required payments to Lennar, prompting Lennar to file a lawsuit against the Debtor in October 2017. Hearings on Lennar's request were initially scheduled in February, April and on June 25. At the July 21 hearing, the Court will also consider the Debtor's bid to continue using the cash collateral of Bank United N.A. on an interim basis. Counsel for Lennar Homes, LLC: David L. Rosendorf, Esq. KOZYAK TROPIN & THROCKMORTON, LLP 2525 Ponce de Leon Boulevard, 9th Floor Coral Gables, FL 33134 Tel: (305) 372-1800 Fax: (305) 372-3508 About Litestream Holdings Litestream Holdings, LLC, a Florida-based provider of video, broadband and phone services, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-26043) on Nov. 27, 2019 in West Palm Beach, Fla., listing between $1 million and $10 million in both assets and liabilities. The petition was signed by Paul Rhodes, managing member. Judge Mindy A. Mora oversees the case. FurrCohen P.A., is the Debtor's legal counsel. The U.S. Trustee for Region 21 appointed three creditors to serve on the official committee of unsecured creditors in the Litestream's Chapter 11 case. LIVING EPISTLES: J & K Buying Milwaukee Property for $100K ---------------------------------------------------------- Living Epistles Church of Holiness, Inc. asks the U.S. Bankruptcy Court for the Eastern District of Wisconsin to authorize the sale of the real estate located at 4300 West Burleigh Street in Milwaukee, Wisconsin to J & K Realty for $100,000, On Feb. 13, 2020, the Debtor moved to sell the Property to Hopsons Kiddie Care, LLC on the same terms as set forth in the motion, except that closing was to occur by April 15, 2020, and the buyer was a different entity affiliated with James C. Hopson, Sr. The Debtor gave due notice of that motion to all creditors and interested parties. No party in interest objected. By order entered on March 26, 2020, the Court approved the sale of the Property to Hopsons on the terms set forth in the motion. Hopsons had financing for the Court-approved sale, but it lapsed. J & K Realty now anticipates paying cash. Under the terms of the accepted Offer to Purchase, J & K Realty will pay all closing costs for the sale and will assume the liability for 2019 and 2020 City of Milwaukee real estate taxes on the Property. The sole respects in which the proposed sale differs from the sale the Court has previously approved is that the Buyer now has through July 20, 2020, to close, the Buyer is to provide $5,000 in earnest money, and the Buyer is J & K Realty. The Buyer is a Wisconsin general partnership whose partners are James C. Hopson, Sr. and his wife Lakinia E. Hopson. First Citizens Bank & Trust has a perfected first priority mortgage on the Property. It will receive all net proceeds of the sale. It is appropriate that it do so, because its lien is prior to any other encumbrance on the Property, except 2019 and 2020 City of Milwaukee real estate taxes on the Property. The only other potential encumbrances against the Property are judgment liens held by the City of Milwaukee and the Milwaukee Board of School Directors. Those judgment liens do not currently attach to any equity in the Property, and the sale will be free and clear of such liens. The Debtor is not aware of any such nonbankruptcy law restriction on its ability to sell the Property. The Debtor asks that the order approving the proposed sale waive the 14-day stay of an order granting the motion, pursuant to Fed. R. Bankr. P. 6004(h). A copy of the Offer is available at https://tinyurl.com/ycdgn53o from PacerMonitor.com free of charge. About Living Epistles Living Epistles Church of Holiness Inc., a tax-exempt religious organization, filed Chapter 11 petition (Bankr. E.D. Wisc. Case No. 19-25789) on June 12, 2019. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and $1 million to $10 million in liabilities. LLADRO GALLERIES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Lladro Galleries, Inc. 979 Third Avenue Suite 1805 New York, NY 10022 Business Description: Lladro Galleries, Inc. is a dealer of art galleries and supplies. Chapter 11 Petition Date: July 14, 2020 Court: United States Bankruptcy Court Southern District of New York Case No.: 20-11618 Judge: Hon. Shelley C. Chapman Debtor's Counsel: Alan F. Kaufman, Esq. NELSON MULLINS RILEY & SCARBOROUGH LLP 280 Park Avenue, 15th Floor West New York, NY 10017 Tel: (646) 428-2616 Email: alan.kaufman@nelsonmullins.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Vicente Navarro, secretary. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/1AG1rN LUVU BRANDS: Has $148,000 Net Loss for the Quarter Ended March 31 ----------------------------------------------------------------- Luvu Brands, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $148,000 on $4,032,000 of net sales for the three months ended March 31, 2020, compared to a net income of $103,000 on $4,309,000 of net sales for the same period in 2019. At March 31, 2020, the Company had total assets of $4,115,000, total liabilities of $6,191,000, and $2,076,000 in total stockholders' deficit. The Company disclosed that there is substantial doubt about its ability to continue as a going concern, citing that as of March 31, 2020, it has an accumulated deficit of approximately $9 million and a working capital deficit of approximately $2.5 million. A copy of the Form 10-Q is available at: https://is.gd/PHxS8u Luvu Brands, Inc. designs, manufactures, and markets various wellness, lifestyle, and casual seating products worldwide. The Company was formerly known as Liberator, Inc. and changed its name to Luvu Brands, Inc. in November 2015. Luvu Brands, Inc. was founded in 2000 and is headquartered in Atlanta, Georgia. M.E. SMITH: Unsecureds to Get 7.29% of Claims --------------------------------------------- M.E. Smith, Inc., filed a Third Amended First Modified Disclosure Statement. The Plan contemplates a pro rata distribution of $120,000 over 5 years, in five equal annual installments of $24,000, which equates to a 7.29% dividend of Allowed Unsecured Claims. The Plan will be funded by accumulated cash from the Debtor's Chapter 11 business operations, funds remitted to the Debtor by the Debtor's sole shareholder Mark E. Smith, and the Debtor’s operating income from its Plan Period business operations. From the Petition Date through February 2020, the Debtor had total receipts of approximately $582,684 and total disbursements of $515,449. The Debtor anticipates sustaining profitability by continuing to bid more jobs and scaling payroll. Further, it continues to engage in more non-union work which has reduced its labor cost. The Projections include payments that a required under the Chapter 11 Plan including the $8,924.08 monthly payment to Class 6 and $24,000 per year payment to Class 7. Unsecured claim holders. In full and complete satisfaction, settlement, release and discharge of Allowed Class 7 Claims, each holder of an Allowed Class 7 Claim shall receive a Pro Rata Share of $120,000 payable as follows: pro rate share of $24,000 on the Effective Date and pro rata share of $24,000 on each of the next four anniversary dates of the Effective Date. In sum, holders of Class 7 claims will receive in five payments over the five years from the Effective Date a pro rata share of a pool of cash totaling $120,000. This equates to a 7.29% dividend to Class 7 holders. The Debtor anticipates the following payments shall be due at the Effective Date: Allowed Administrative Expenses: $20,000 Priority Claims: $18,097 Class 6 Payment: $8,924 Class 7 Payment: $24,000 UST Payment: $1,500 -------- TOTAL: $72,521 The Effective Date Payments shall be paid from (i) funds available in the DIP account anticipated to be $35,000 and (ii) the balance from by Mark E. Smith of approximately $36,930. Two weeks prior to the Confirmation Hearing, the Debtor shall provide proof of funds to the Disbursing Agent. All monies owed to the United States Trustee shall be paid prior to the Confirmation Hearing. A full-text copy of the Third Amended First Modified Disclosure Statement dated June 10, 2020, is available at https://tinyurl.com/ybdvj5d4 from PacerMonitor.com at no charge. The Debtor's counsel: Michael Van Dam, Esq. Van Dam Law LLP 233 Needham Street Newton, MA 02464 Tel: (617) 969-2900 Fax: (617) 964-4631 About M.E. Smith Established in 2004, M.E. Smith, Inc., is a Massachusetts corporation providing construction and maintenance of municipal water utilities. Services are provided generally to cities and towns in Massachusetts and Connecticut. Its sole shareholder is Mark E. Smith. M.E. Smith, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 19-40235) on Feb. 12, 2019. The Hon. Elizabeth D. Katz is the case judge. The Debtor is represented by Michael Van Dam, Esq. at Van Dam Law LLP. MARK ALLEN KRIEGER: Selling Approx. 1.4K-Acre Property Son for $2M ------------------------------------------------------------------ Mark Allen Krieger and Jame Sue Secondino Krieger ask the U.S. Bankruptcy Court for the Western District of Michigan to authorize the sale of approximately 1,413 acres of real property legal described on Exhibits B-1 and B-2, and the personal property listed on Exhibit C, to their son, Peter and his wife, Maria Krieger, for $2.05 million. The Debtors currently own certain real property that is subject to a first priority mortgage held by FFB, certain personal property subject to a first priority security interest held by FFB and certain real property subject to a first priority mortgage held by BMO. As of the Petition Date the Debtors owned significant real estate including in excess of 2500 acres of cropland and pastureland in the State of Indiana, a commercial building in Indiana and their residence in Bridgman, MI. During the pendency of the bankruptcy case some of the cropland, pastureland and the Indiana commercial building have been sold. The Debtors also own business interests including Krieger's Wholesale Nursery, Inc., the P&S Secondino Family Limited Partnership and Larry and Marilyn Krieger Family Limited Partnership. The Debtors' assets are used for and involved principally in the agricultural industry. As of the Petition Date, the Debtors' obligations included the $5 million to $6 million debt owed to BMO and FFB, a debt to Edgewater Bank in the amount of approximately $720,000 which is secured by the Debtors' Bridgman residence with a value of approximately $1 million, outstanding real estate taxes on the Indiana cropland and pastureland of approximately $105,000, vehicle loan of Universal Resources Management for which Mr. Krieger is a co-maker in the amount of approximately $40,000, and general unsecured debt of approximately $50,000. In addition to the real estate subject to the mortgages of BMO and FFB and the Bridgman home worth approximately $1 million, the Debtors have interests in family limited partnerships and other business entities. Mrs. Krieger is a 38% partner in the P&S Secondino Limited Family Partnership. Mrs. Krieger is taking action to recover the value ofher interest in that limited partnership. Mrs. Krieger believes her interest in the partnership is worth several million dollars. There are also the $258,000 of auction proceeds held by Lowderrnan which needs to be recovered. The Debtors will take action to recover those funds. The Court has granted FFB and BMO relief from the automatic stay to allow them to proceed to exercise their rights regarding the Debtors’ property which serves as collateral for their debts. FFB has resumed its action in the Indiana State court to foreclose on its collateral. FFB set a Sheriff sale date in April, 2020 for foreclosure on its collateral. It agreed to adjourn the foreclosure sale to August 2020 to give the Debtors a chance to close on the sale set forth in the Motion. The state court appointed receiver has resumed its efforts to sell the BMO collateral in the Indiana state court. The Debtors negotiated the proposed sale ofcertain real estate and personal property the Buyers. The sale of the real estate will be pursuant to the terms of the Purchase Agreement and Amendment to Purchase Agreement. The legal descriptions of the of the real estate to be sold are set forth on attached Exhibits B-1 and B-2. The Real Estate is comprised of approximately 1,413 acres of real property. The personal property to be sold is listed on Exhibit C. The real estate set forth on Exhibit B-1 is subject to a first priority mortgage held by FFB. The real estate set forth on Exhibit B-2 is subject to a first priority mortgage held by BMO. The Debtors have thoroughly investigated the value ofthe and believe the offer from the Buyers is fair, reasonable, and for fair market value. The Debtors have worked with FFB and BMO in connection with the proposed sale and believe the sale ofthe real estate and personal property is acceptable to FFB and BMO. They have presented the offer to BMO and FFB, have represented and do represent that the offer represents fair market value for the real estate, and have requested and received consent from BMO and FFB to proceed with the sale, and therefore believe the sale of the Real Estate and Personal Property is acceptable to BMO and FFB. The Buyers are affiliates of the Debtors. The Real Estate is subject to the following liens and encumbrances: a. Mortgage recorded Nov. 18, 2009 as Document No. 200902584 in the Office of the Recorder of Vermillion County, Indiana, made by the Debtors to First Financial Bank, N.A. b, Mortgage recorded July 29, 2009 as Document No. 200901651 in the Office of the Recorder of Vermillion County, Indiana, made by the Debtors to First Financial Bank, N.A. c. Mortgage recorded June 29, 2009 as Document No. 2009008589 in the Ofﬁce of the Recorder of Vigo County, Indiana, made by the Debtors to First Financial Bank, NA. d. Mortgage recorded Nov. 19, 2009 as Document No. 2009016334 in the Ofﬁce of the Recorder of Vigo County, Indiana, made by the Debtors to First Financial Bank, NA. e. Mortgage recorded Dec. 30, 2009 as Document No. 200902866 in the Ofﬁce of the Recorder of Vermillion County, Indiana made by the Debtors to Harris, N.A. as modified. f. Mortgage recorded Aug. 11, 2011 as Document No. 2011001306 in the Ofﬁce of the Recorder of Vermillion County, Indiana made by the Debtors to BMO Harris Bank, NA, as as modified. g. Mortgage recorded March 24, 2015 as Document No. 201500004736 in the Ofﬁce ofthe Recorder of Vermillion County, Indiana made by the Debtors to BMO Harris Bank, NA, as modified. h. Judgment entered Dec. 12, 2017 in favor of BMO Harris Bank, NA. in Vermillion County Circuit Court, Cause No. 83C01-1708-MF-000020. i. Judgment entered June 22, 2018 in favor of First Financial Bank, NA. in Vigo County Superior Court, Cause No. 84D02-1708-MF-06029. j. Judgment entered June 22, 2018 in favor of First Financial Bank, NA. in Vigo County Superior Court, Cause No. 84D02-1708-MF-06029. k. Assignment of Rents recorded December 30, 2009 as Document No. 200902867 in the Office of the Recorder of Vermillion County, Indiana made by the Debtors in favor of Harris, NA. l. Assignment of Rents recorded Aug. 11, 2011 as Document No. 2011001308 in the Ofﬁce of the Recorder of Vermillion County, Indiana made by the Debtors in favor of BMO Harris Bank, NA. m. Lien for 2017 through 2020 real estate taxes, annual fees and special assessments. n. Interests of record of others in the Oil, Gas and other Mineral in and under that may be produced from the land. The Debtors ask entry ofan order authorizing the sale ofthe Real Estate on the terms set forth in the Real Estate Agreement and the Personal Property free and clear of liens, claims, interests, and encumbrances, except the Oil, Gas and Mineral Interests. They also ask that the settlement with FFB referenced be approved and the sale proceeds be disbursed to FFB and BMO and others as set forth. The terms of the sale ofthe Real Estate will be substantially as set forth in the Real Estate Agreement and the sale of the Personal Property are summarized as follows: a. The sale price ofthe FFB Real Estate will be $2.05 million. The sale price ofthe BMO Real Estate will be $50,000. The sale price ofthe Personal Property will be $75,000. b. The Debtors will pay from the sale proceeds all real estate taxes, special assessments for prior years and a pro-rated amount for 2020 through the closing date. c. The Debtors will pay from the sale proceeds the premium for an owner's title insurance policy to be issued in the name of the Buyers. d. The Debtors will pay from the sale proceeds closing fees, recording fees and other customary sale expenses from the sale proceeds. e. FFB will receive the sum of $2.05 million from the sale proceeds of the FFB Real Estate. f. BMO will receive the sum of $45,600 from the sale proceeds of the BMO Real Estate. g. FFB will receive the sum of $75,000 from the sale proceeds ofthe Personal Property. The Debtors have sound business justiﬁcation to sell the Real Estate and Personal Property at this time pursuant to the contents of the Motion outlined. As set forth, FFB and BMO are taking action to liquidate their collateral. The Debtors believe that in order to maximize the value oftheir assets for the bankruptcy estate the sale should be approved. The sale will result in satisfaction ofthe FFB debt and avoid the risk of FFB having a deficiency unsecured claim which would dilute the distributions to be made to the other creditors in the bankruptcy case. The sale will also result in a reduction of the debt owed to BMO. The Debtors have acted in good faith and the proposed sale has been conducted after the Debtors' effort to maximize the value of the Real Estate and Personal Property for the benefit of the Bankruptcy Estate. They have determined based upon their sound business judgment that the most viable option to maximize the value of the Real Estate and Personal Property is through the proposed sale. The Debtors ask permission to sell the Real Estate and Personal Property free and clear of all liens, claims and encumbrances, except the Oil, Gas and Mineral Interests, with such Liens attaching to the proceeds applicable to the Real Estate and Personal Property encumbered by the Liens. The Debtors ask that the Court waives any 14-day stay that might be imposed under Bankruptcy Rules 6004(h) for any order authorizing the sale of the property such that the Debtor can close the Sale promptly after entry ofthe Sale Order. The Debtors have reach a settlement of the FFB claim as set forth in the Agreed Entry. A copy of the Agreement is available at https://tinyurl.com/yc2tyywj from PacerMonitor.com free of charge. Mark Allen Krieger and Jame Sue Secondino Krieger sought Chapter 11 protection (Bankr. W.D. Mich. Case No. 19-02148) on May 15, 2019. The Debtors tapped Perry G. Pastula, Esq., at Dunn Schouten & Snoap PC, as counsel. MED PARENTCO: Moody's Rates New $80MM Incremental Loan 'B3' ----------------------------------------------------------- Moody's Investors Service changed MED ParentCo., LP.'s ratings outlook to stable from negative and assigned a B3 rating to the proposed $80 million incremental 1st lien term loan. Concurrently, Moody's affirmed the company's existing ratings, including the Caa1 corporate family rating, Caa1-PD probability of default rating, B3 first lien credit facilities ratings and Caa3 second lien credit facility rating. Proceeds from the proposed $80 million incremental term loan, along with $80 million cash infusion from existing investors in the form of preferred equity will be used to bolster MyEyeDr's liquidity position. The change in outlook to stable from negative reflects the improvement in MyEyeDr's liquidity following the transaction. The ratings affirmations reflect Moody's expectations for gradual earnings improvement following Q2 2020, but continued high leverage and remaining execution risks associated with the full resumption of operations following COVID-19-related disruption. Moody's took the following rating actions for MED ParentCo., LP.: Corporate family rating, affirmed Caa1 Probability of default rating, affirmed Caa1-PD Senior secured 1st lien term loan, assigned B3 (LGD3) Senior secured 1st lien bank credit facility, affirmed B3 (LGD3) Senior secured 2nd Lien bank credit facility, affirmed Caa3 (LGD5) Outlook, changed to stable from negative RATINGS RATIONALE MyEyeDr's Caa1 CFR reflects risks associated with near-term earnings and cash flow performance as the company emerges from coronavirus-related store closures. The ratings also reflect expectations for continued high leverage. Moody's lease-adjusted debt/EBITDA is estimated at 9.2 times for the twelve months ended March 31, 2020, including the incremental term loan and pro-forma adjustments for acquisitions. Moody's expects steep EBITDA declines for full year 2020 due to the impact of store closures, a phased reopening, initial reductions in store productivity, and potential for delays in the ramp-up and integration of recently acquired offices. Earnings should recover significantly in 2021, leading to improvement in credit metrics and cash flow. The ratings also reflect Moody's view that while e-commerce penetration in the optical retail sector will remain low, traditional optical retailers will face margin and market share pressure over time from growing online competition, which could be accelerated by the current period of physical store closures. The ratings also incorporate governance risks, specifically the company's high LBO debt levels and its debt-financed growth strategy. In addition, as a retailer, MyEyeDr needs to make ongoing investments in its brand and infrastructure, as well as in social and environmental drivers including responsible sourcing, product and supply sustainability, privacy and data protection. Nevertheless, the credit profile is supported by the company's adequate liquidity following the transaction. MyEyeDr will have $210 million of cash (excluding cash from its delayed draw term loan) and a fully drawn $125 million revolver on a pro-forma basis. Moody's expects that some of the liquidity will be used up to cover cash flow deficits in Q2 and Q3. The credit profile also benefits from the recession-resilient and growing demand for optometrist services and eyewear products due to aging demographics and the growing prevalence of myopia. Further, the company's track record of profitable growth through its roll-up strategy partially mitigates the execution risk associated with acquisition-driven expansion. The stable outlook reflects Moody's expectations for adequate liquidity and significant earnings recovery following store reopenings. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company returns to pre-coronavirus levels of profitability leverage and liquidity, including the ability to generate solid positive free cash flow excluding acquisition impact. Quantitatively, the ratings could be upgraded if Moody's-adjusted EBITA/interest expense is maintained above 1 time. The ratings could be downgraded if liquidity is weaker than anticipated. The ratings could also be downgraded if earnings recovery takes longer, which would signal operating challenges or a need to make incremental investments in the business. MED ParentCo., LP. (MyEyeDr) provides management services to MyEyeDr. O.D. optometrists and their practices. MyEyeDr practices offer vision care services, prescription eyeglasses and sunglasses, and contact lenses. As of March 31, 2020, the company operated 608 offices and generated approximately $815 million of trailing twelve months revenue. MyEyeDr has been controlled by affiliates of Goldman Sachs Merchant Banking Division since August 2019. The principal methodology used in these ratings was Retail Industry published in May 2018. MEDCARE PEDIATRIC: July 15 Hearing on Disclosure Statement and 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 (if a written objection has been timely filed) and for the hearing on confirmation of the plan of MedCare Pediatric Group, LP, et al. 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. Medcare Pediatric Group, LP, et al, submitted a First Amended Joint Consensual Plan of Reorganization under Chapter 11 of the Bankruptcy Code. The Plan is consensual with the Debtors' secured lender, Veritex Community Bank. Kinwan Class 1 Claim. Veritex will retain its liens. The terms and conditions of the Kinwan Note, deed of trust and security agreement, and all other loan documents shall remain in place, without modification except as provided herein. Kinwan will make a monthly principal and interest payment in the amount stated in the prepetition note and loan agreement for a period of 60 months after the Effective Date, with the first such payment due on the first of the month following the Effective Date and each subsequent payment due on the first of each month. Thereafter, interest will be calculated at the contract rate as opposed to the default rate under the note and the amortization period for the new payment will be based upon the existing amortization under the original note. The remaining principal and accrued but unpaid interest due under the Kinwan Note, whether prepetition or postpetition in nature, shall be paid on or before the first day of the 61st month after the Effective Date. Veritex will not charge a prepayment penalty for the payoff of the Kinwan Note at any time. MedCare Group Class 2 Claims. Allowed MedCare Group Class 2 Claims will be paid in cash, in full plus interest at a rate of 42.0% in equal monthly installments over a period of 72 months after the Effective Date, with the first payment due within 30 days after the Effective Date. KW Properties Class 1 Claim. Prior to the Confirmation Hearing, KW Properties or has sold the Spring Property to a special purpose entity created by Veritex, pursuant to 11 U.S.C. Sec. 363. If approved KW Properties shall execute a special warranty deed to Veritex or its assigns on the Closing Date. Veritex executed its right to credit bid the KW Properties Spring Note obligation in its discretion in an amount not less than $1,066,686.52*. Veritex will retain its liens. To the extent there is a deficiency in the KW Properties Note, it shall be modified to provide for payment in full, without pre-payment penalty, on or before the maturity date for the Kinwan Note or the KW Properties East Sam Houston Note. The terms and conditions of the KW Properties Sam Houston Note, deed of trust and security agreement, and all other loan documents shall remain in place, without modification except as provided herein. On the Closing Date, KW Properties shall pay Veritex $75,000. Veritex will apply that payment to the principal balance of the KW Properties' Sam Houston Note and not to accrued but unpaid interest, Veritex will not charge a prepayment penalty for this payment. After application of that sum to the principal balance of the KW Properties Sam Houston Note, Veritex shall recalculate the amount of the monthly principal and interest payment with interest at the non-default rate based on the original amortization of the KW Properties Sam Houston Note, and KW Properties shall make a monthly principal and interest payment in the recalculated amount for a period of sixty (60) months after the Effective Date, with the first such payment due on the first of the month following the Effective Date and each subsequent payment due on the first of each month thereafter. The remaining principal and accrued but unpaid interest due under the KW Properties Sam Houston Note, whether prepetition or postpetition in nature, will be paid on or before the first day of the 61st month after the Effective Date. Veritex will not charge a prepayment penalty for the payoff of the KW Properties Sam Houston Note at any time. Treatment of KW Enterprises' Claims and Interests. KW Enterprises Class 1 Claim. Prior to the Confirmation Hearing, KW Enterprises has sold the Pasadena Property to a special purpose entity created by Veritex pursuant to 11 U.S.C. Sec. 363. KW Enterprise will execute a special warranty deed to Veritex or its assigns on the Closing Date. Veritex executed its right to credit bid the KW Enterprises Pasadena Note obligation in its discretion in an amount not less than $1,215,020. Veritex will retain its liens. To the extent there is a deficiency in the KW Enterprises Note, it shall be modified to provide for payment in full, without pre-payment penalty, on or before the maturity date for the Kinwan Note or the KW Enterprise East Sam Houston Note. Veritex reserves the right to assert any claim pursuant to § 506(b) with respect to fees, costs and expenses which amount may be added to the KW Enterprises Note. Treatment of KW Commercial's Claims and Interests KW Commercial Class 1 Claim. KW Commercial will pay he principal sum of $ 950,000 plus any accrued but unpaid interest on the KW Commercial Note, to Veritex in full satisfaction of the KW Commercial Note and related Veritex Debt on the Closing Date. All amounts in excess of the balance of the KW Commercial Note shall be applied to the East Sam Houston Note, thereby reducing the principal balance of such obligation. Veritex shall release the Deed of Trust against the Heron Property upon the payment in full. Veritex shall, contemporaneously with payment of the sums described above, execute a release of its deed of trust against the Heron Property, which will be filed in the real property records of Galveston County, Texas as soon as practicable thereafter. 4.04 Veritex Claim. The parties agree that Veritex's claim is Allowed, Secured, and that its liens are validly perfected and have priority ahead of all other claims. Nothing within the treatment of the Kinwan Note or the East Sam Houston Note will prohibit or restrain Veritex from seeking recovery of any fees, costs or expense pursuant to Sec. 506(b). 6.01 As stated above, KW Enterprises will transfer the Pasadena Property to an entity created by Veritex within three days after an order approving the sale of that property pursuant to 11 U.S.C. Sec. 363(b) and (f) becomes a final order and work with Veritex for a reasonable date for moving out of the premises. KW Enterprises will not be required to make its June 15, 2020, interest only payment to Veritex under the KW Enterprises Note. KW Properties will transfer the Spring Property to an entity created by Veritex within three days after an order approving the sale of that property pursuant to 11 U.S.C. Sec. 363(b) and (f) becomes a final order and work with Veritex for a reasonable date for moving out of the premises. KW Properties will not be required to make its June 15, 2020, interest only payment to Veritex under the KW Properties Spring Note. KW Commercial will retain the Blue Heron Property, Kinwan will retain the Stafford Property, and KW Properties will retain the Sam Houston Property. The Stafford Property and the Sam Houston Property will remain subject to the liens in favor of Veritex securing the debts owed by Kinwan and KW Properties, but Veritex will release the deed of trust on the Blue Heron Property. A full-text copy of the First Amended Joint Consensual Plan of Reorganization under Chapter 11 of the Bankruptcy code dated June 10, 2020, is available at https://tinyurl.com/y72xo5ag from PacerMonitor.com at no charge. Attorneys for debtors MEDCARE PEDIATRIC GROUP, LP, MEDCARE PEDIATRIC NURSING, LP, MEDCARE PEDIATRIC REHAB CENTER, LP, MEDCARE PEDIATRIC THERAPY, LP, KINWAN, LLC, KINKADE-WANG PROPERTIES, LLC, KINKADE-WANG ENTERPRISES, LLC, and KW COMMERCIAL HOLDINGS, LLC: - and - Matthew B. Probus WAUSON | PROBUS Comerica Bank Building One Sugar Creek Center Blvd., Suite 880 Sugar Land, Texas 77478 Tel: (281) 242-0303 Fax: (281) 242-0306 E-mail: mbprobus@w-plaw.com 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. MEDIACO HOLDING: Impact of COVID-19 Casts Going Concern Doubt ------------------------------------------------------------- MediaCo Holding Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $2,014,000 on $11,785,000 of net revenues for the three months ended March 31, 2020, compared to a net income of $628,000 on $8,146,000 of net revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $166,993,000, total liabilities of $128,604,000, and $15,750,000 in total equity. The Company disclosed that there is substantial doubt about its ability to continue as a going concern through May 15, 2021. MediaCo Holding said, "The Company has been and continues to be negatively impacted by COVID-19, which the Company expects to negatively impact revenues and profitability for an undetermined period of time. Management has considered these circumstances in assessing the Company's liquidity over the next year. "The Company's liquidity is impacted by general economic, financial, competitive, and other factors beyond its control. The Company's liquidity requirements consist primarily of funds necessary to pay its expenses, principally debt service and operational expenses, such as labor costs, and other related expenditures. The Company generally satisfies its liquidity needs through cash provided by operations. In addition, the Company has taken steps to enhance its ability to fund its operational expenses by reducing various costs and is prepared to take additional steps as necessary. "The Company has debt service obligations of approximately $10.5 million due under its Senior Credit Facility in the next twelve months. Additionally, the Company owes $5.0 million to Emmis in August 2020, with such amount guaranteed by Standard General in the event MediaCo is unable to make the payment when due. Because the Company's operating results and financial condition have been adversely impacted by the COVID-19 pandemic, the Company expects its revenues and profitability to decline over the next several months. Because the duration and severity of the impact is unknown as of the filing of this Form 10-Q, management is unable to determine with certainty that the Company will be able to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand, projected cash flows from operations, and/or additional borrowings. Under the terms of its Senior Credit Facility, the amount of debt outstanding thereunder is limited to a formula based on 60% of the fair value of the Company's FCC licenses plus a multiple of the Company's Billboard Cash Flow (as defined in the Senior Credit Facility). Management is also unable to determine whether the Company will be in compliance with its debt covenants and the limits of its borrowing base for the next twelve months. If necessary, management intends to request a waiver or amendment to its Senior Credit Facility and seek additional borrowings from Standard General; however, no assurances can be made that the Company will be successful. While the Company had been successful in obtaining waivers and amendments under its Senior Credit Facility and had also received additional liquidity from Standard General in the past, no assurances can be made that the Company will be successful or receive such liquidity in the future. Accordingly, there is substantial doubt about our ability to continue as a going concern through May 15, 2021. Furthermore, depending on the duration and severity of the impact the COVID-19 pandemic has on our businesses, we may record future impairments of assets or valuation allowances against our deferred tax assets." A copy of the Form 10-Q is available at: https://is.gd/SvZTDM MediaCo Holding Inc. is an Indiana corporation formed in 2019 by Emmis Communications Corporation to facilitate the sale of a controlling interest in Emmis' radio stations WQHT-FM and WBLS-FM to SG Broadcasting LLC, an affiliate of Standard General L.P. pursuant to an agreement entered into on June 28, 2019. The sale (the “Transaction”) closed on November 25, 2019. MELBOURNE BEACH: Winn-Dixie Stores Leasing Objects to Disclosures ----------------------------------------------------------------- Winn-Dixie Stores Leasing, LLC and Winn-Dixie Stores, Inc. filed an objection to the Disclosure Statement explaining Chapter 11 Plan of Liquidation filed by Jules S. Cohen, Chapter 11 Trustee of Debtor Melbourne Beach, LLC. Winn-Dixie points out that the Disclosure Statement does not provide sufficient information to evaluate the proposed Chapter 11 Plan of Liquidation and reveals a possible legal flaw that may render the Plan unconfirmable unless amended. Winn-Dixie further points out that the Disclosure Statement does not adequately explain (1) why a Liquidating Trustee of a Liquidating Trust is preferable to a Chapter 7 Trustee, (2) how the Liquidating Trustee will manage the center, (3) how and when the Liquidating Trustee will market the center for sale, (4) when creditors are likely to be paid on their claims, and, of most concern to Winn-Dixie, (5) how the process of assumption and assignment of leases will be handled. Winn-Dixie complains that the Disclosure Statement also does not adequately explain the extent of the powers granted to the Liquidating Trustee and the extent to which the Court will retain jurisdiction over the exercise of those powers. Winn-Dixie asserts that one key deficiency in this Disclosure Statement, of particular concern to Winn-Dixie, is that it does not adequately explain how and when shopping center leases will be assumed and assigned. According to Winn-Dixie, the Disclosure Statement does not state that all applicable provisions of the Bankruptcy Code shall apply during this process, and it does not clearly state that Liquidating Trustee must file a motion in the Bankruptcy Court for assumption and assignment. Winn-Dixie points out that the Plan does not appear to require that all motions to assume or reject executory contracts and leases be filed and resolved prior to plan confirmation. Attorneys for Winn-Dixie: Peter H. Levitt SHUTTS & BOWEN LLP 200 South Biscayne Boulevard Suite 4100 Miami, FL 33131 Phone: 305-358-6300 Facsimile: 305-415-9847 E-mail: plevitt@shutts.com 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. MERCURITY FINTECH: Appoints Samuel Shen as Independent Director --------------------------------------------------------------- Samuel Y. Shen has been appointed as independent director to Mercurity Fintech Holding Inc.'s board of directors and a member of the compensation committee of the Board. Concurrently, Mr. Min Zhou has resigned from the Board, the audit committee of the Board and the compensation committee of the Board for personal reasons. These changes were effective on July 9, 2020. Mr. Samuel Y. Shen has been in the internet and technology industries for more than 20 years. He currently serves as executive chairman for new retail business group at 21Vianet Group, Inc. (Nasdaq: VNET), a leading carrier- and cloud-neutral Internet data center services provider in China. In 2020, he also co-founded Apurimac Partners Inc., a private investment firm with focus on digital real estate and edge computing industries, and serves as its founding partner. Prior to that, Mr. Shen was president for JD Cloud, a full blown public cloud provider in China and a wholly owned subsidiary of JD.com, Inc. (Nasdaq: JD) from 2017 to 2020. Mr. Shen also had a 23-year career at Microsoft (Nasdaq: MSFT) taking various leadership roles, during which he worked at the head quarter and international subsidiaries from 1993 to 2017. His most recent position at Microsoft was chief operating officer and managing director for the Cloud & Enterprise Group of Microsoft Asia-Pacific Research & Development Group. Mr. Shen received his Bachelor of Science degree in chemistry from National Tsing Hua University in 1986 and his Master of Science degree in computer science from University of California, Santa Barbara in 1991. From 2001 to 2002, he also attended executive class program at Northwestern University Kellogg School of Management. Ms. Hua Zhou, chairperson of the Board and chief executive officer, commented, "On behalf of the Board, I would like to thank Mr. Min Zhou for his contribution to the Company and wish him every success in the future. At the same time, we are pleased to welcome Mr. Samuel Y. Shen as our new Board member. His extensive leadership experience and corporate governance expertise in the internet and technology industry will provide us with valuable guidance as we continue to grow our business." About Mercurity Mercurity Fintech Holding Inc., f/k/a JMU Limited, currently operates an online platform for providing B2B services to food-industry suppliers and customers in China. The Company acquired this business in a merger with Join Me Group (HK) Investment Company Limited in June 2015. Mercury Fintech reported net losses of US$1.22 million for the year ended Dec. 31, 2019, US$123.24 million for the year ended Dec. 31, 2018, and US$161.90 million for the year ended Dec. 31, 2017. As of Dec. 31, 2019, the Company had US$8.87 million in total assets, US$836,552 in total liabilities, and US$8.03 million in total shareholders' equity. MONAKER GROUP: Incurs $2.05 Million Net Loss in First Quarter ------------------------------------------------------------- Monaker Group, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $2.05 million on $7,874 of revenues for the three months ended May 31, 2020, compared to a net loss of $1.44 million on $21,817 of revenues for the three months ended May 31, 2019. As of May 31, 2020, the Company had $9.13 million in total assets, $4.89 million in total liabilities, and $4.24 million in total stockholders' equity. As of May 31, 2020, and Feb. 29, 2020, the Company had an accumulated deficit of $117,901,844 and $115,852,897, respectively. Monaker Group said, "We have very limited financial resources. We currently have a monthly cash requirement of approximately $385,000. We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our products including the development of national advertising relationships, and increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support current operations. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully-implemented and begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition and liquidity. As of May 31, 2020, we had approximately $4,715,068 of current liabilities. We currently do not have the resources to satisfy these obligations, and our inability to do so could have a material adverse effect on our business and ability to continue as a going concern. "Management's plans with regard to this going concern are as follows: the Company will continue to raise funds with third parties by way of public or private offerings, and management and members of the Board are working aggressively to increase the viewership of our products by promoting it across other mediums which we anticipate will result in higher revenues. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan and generate greater revenues. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. "Although we currently cannot predict the full impact of the COVID-19 pandemic on our second fiscal 2021 financial results or for the year ended February 28, 2021, we currently anticipate a significant decrease in year-over-year revenue (similar to the decrease in quarter-over-quarter revenue we experienced during the quarter ended May 31, 2020), which decreases we currently expect to continue throughout the remainder of fiscal 2021 and possibly beyond. However, the ultimate extent of the COVID-19 pandemic and its impact on global travel and overall economic activity is unknown and impossible to predict at this time. "Separately, our capital requirements may increase in the near term and long-term due to the impact of the COVID-19 pandemic, the resulting reduced demand for travel services, the increases in cancellations and re-bookings, and the extent to which such pandemic may further impact the ability of our customers to fulfill their payment obligations." A full-text copy of the Form 10-Q is available for free at: https://is.gd/Hi7sJD About Monaker Group Headquartered in Weston, Florida, Monaker Group, Inc. -- http://www.monakergroup.com/-- is a technology-driven travel company focused on delivering innovation to the alternative lodging rental (ALR) market. The proprietary Monaker Booking Engine (MBE) provides access to more than 2.6 million instantly bookable vacation rental homes, villas, chalets, apartments, condos, resort residences, and castles. MBE offers travel distributors and agencies an industry first: a customizable, instant-booking platform for alternative lodging rental. Thayer O'Neal Company, LLC, in Sugar Land, Texas, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has an accumulated deficit and limited financial resources. This raises substantial doubt about its ability to continue as a going concern. MUNCHERY INC: Unsecureds Get at Least $120,000 for Claims --------------------------------------------------------- Munchery, Inc. and its Official Committee of Unsecured Creditors filed a Combined Chapter 11 Plan of Liquidation and Disclosure Statement. Upon confirmation of the Plan, the Plan will be administered by the Debtor's former Chief Executive Officer, James Beriker (the "Plan Administrator"), who will be responsible for, among other things, making all distributions to creditors under the Plan. The Plan Administrator will be subject to the supervision of an oversight committee (the "Oversight Committee"), whose sole member will be Brad Boe, the Chair of the Committee. Class 1 TriplePoint Venture Growth BDC Corp. is impaired. Pursuant to the proposed terms of the sale of the Software Assets to Loop, Loop will: (i) pay TPVG $250,000; (ii) execute a two-year promissory note (the "Loop Note") in favor of TPVG in the amount of $250,000 at 10% interest; and (iii) issue 10% of the common shares of Loop to TPVG on a fully-diluted basis after the closing of Loop’s seed financing. In the event that Loop is not ready to close the sale transaction for the Software Assets prior to the Effective Date, the Software Assets shall be deemed abandoned to TPVG. The Debtor will pay TPVG $1,000,000 from the estate upon the Effective Date. TPVG will receive no other consideration from the Debtor or the estate and, upon the later of the Effective Date or the payment of the $1,000,000, TPVG will be deemed to have released any security interest it has in any other assets of the Debtor. Class 2 Holders of General Unsecured Claims are impaired. As a condition precedent to the effective date of the Plan, at least $120,000 will be available to be distributed to holders of Class 2 Claims (the "GUC Proceeds"). In addition to the GUC Proceeds, 50% of any Excess Funds will also be vested in the Debtor for the benefit of holders of Class 2 Claims. The Plan Administrator will distribute the GUC Proceeds pro rata to holders of Class 2 Claims. Class 3 holders of equity interests will not receive any distributions under the Plan on account of their interests and as such, are not entitled to vote on the Plan and are deemed to reject the Plan. The Debtor has a net cash of $1,530,859 after effective day payments. A full-text copy of the Jointly Proposed Combined Chapter 11 Plan of Liquidation and Disclosure Statement dated June 10, 2020, is available at https://tinyurl.com/yav822et from PacerMonitor.com at no charge. Attorney for the Debtor: Stephen D. Finestone Finestone Hayes LLP 456 Montgomery St., 20th Floor San Francisco, CA 94104 E-mail: sfinestone@fhlawllp.com Attorney for the Committee: Jason H. Rosell Pachulski Stang Ziehl & Jones LLP 150 California St, 15th Floor San Francisco, CA 94111 E-mail: jrosell@pszjlaw.com About Munchery, Inc. Munchery, Inc. d/b/a Munchery -- http://www.munchery.com/-- is a food delivery startup offering "fresh, local, and delicious" meals to its customers across the country. On Jan. 21, 2019, Munchery ceased business operations and all its employees were terminated. Munchery sought Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 19-30232) on Feb. 28, 2019. In the petition signed by James Beriker, president and CEO, Munchery was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Hannah L. Blumenstiel. Munchery tapped Finestone Hayes LLP as its bankruptcy counsel; Armanino LLP as its financial consultant; and Omni Management Group as its noticing agent. MURRAY ENERGY: MGCI Selling Interests in Javelin for $20M Cash -------------------------------------------------------------- Murray Energy Holding Co. and its debtor affiliates ask the United States Bankruptcy Court for the Southern District of Ohio (Columbus) to authorize the private sale of Murray Global Commodities, Inc. ("MGCI")'s ownership interests in Javelin Global Commodities Holdings LLP to an affiliate of Javelin Management Services LLP ("KM NewCo"), pursuant to a purchase agreement, for the aggregate purchase price of $20 million in cash. The Debtors entered these chapter 11 cases with the goal of marketing all of their assets, including the Interests, as part of a comprehensive operational and balance sheet restructuring process. They have been upfront with all stakeholders regarding the sale process since the commencement of these cases. Pursuant to the Court-approved bidding procedures and subsequent marketing and sale process, the Debtors openly and thoroughly marketed all of their assets for sale, including the Interests. Since the completion of the marketing process, the Debtors' finances and operations have been significantly and negatively impacted by the unprecedented global COVID-19 pandemic that continues today. Recently, in consultation with the Ad Hoc Group of Superpriority Lenders (as defined in the Plan), who hold more than 50% of the DIP term loans and superpriority term loans, and who have directed the Stalking Horse Bidder as part of the Debtors’ sale process, the Debtors began to review their asset base to determine if certain non-core assets could be monetized to provide the Debtors with much needed liquidity. One such asset that was identified was the Interests. Javelin Management Services LLP, MGCI, and Uniper Global Commodities UK Limited are the three members of Javelin. The Debtors approached the other two members of Javelin to determine whether there was any interest in purchasing the Interests. The members of Javelin Management Services LLP indicated their interest in purchasing the Interests, and the Debtors and those members commenced negotiations around the purchase of the Interests. After reaching an agreement in principle on price and in accordance with Javelin's limited liability partnership deed, the third member of the partnership -- Uniper -- was offered the right to purchase its pro rata portion of the Interests at the same price per Interest and otherwise on the same material terms as KM NewCo and declined. The purchase price is $20 million in cash. The Debtors believe that the purchase price is the best available price for the Interests and do not believe that the cost and expense of running an additional auction process would materially increase the sale proceeds, especially in light of the already completed marketing process for their assets, including the Interests. Further, neither KM NewCo nor the members of Javelin Management Services LLP have colluded with the Debtors on the purchase. Rather, KM NewCo and the members of Javelin Management Services LLP have negotiated the sale transaction, including the terms and conditions of the Purchase Agreement, with the Debtors at arm's-length and in good faith. The material terms of the Purchase Agreement are: a. Seller: MGCI b. Purchaser: KM NewCo, an affiliate of KM LLP, which will be a newly formed special purpose vehicle that is majority-owned and controlled by Peter Bradley and Spencer Sloan c. Proposed Date, Time, and Location of Transfer: One business day after entry of the proposed order d. Number of Interests Proposed to be Transferred: All of MGCI's Interests in Javelin, and all rights and obligations pertaining thereto, comprising an ownership percentage of 34% e. Proposed Purchase Price: $20 million in cash f. Other Material Terms: i. that certain Specified Superpriority Lien Debt Security Assignment and Charge of Rights and Interests Relating to a Limited Liability Partnership Deed, dated June 29, 2018 (as amended, supplemented, varied, novated, modified, replaced or restated in accordance with the terms thereof), between MGCI, as Chargor, and U.S. Bank National Association, as Specified Superpriority Lien Collateral Trustee; ii. that certain Specified Superparity Lien Debt Security Assignment and Charge of Rights and Interests Relating to a limited Liability Partnership Deed, dated June 29, 2018 (as amended, supplemented, varied, novated, modified, replaced or restated in accordance with the terms thereof), between MGCI, as Chargor, and U.S. Bank National Association, as Specified Superparity Lien Collateral Trustee; and iii. that certain Superpriority Senior Debtor-in-Possession Lien Debt Security Assignment and Charge of Rights and Interests Relating to a Limited Liability Partnership Deed, dated Dec. 6, 2019 (as amended, supplemented, varied, novated, modified, replaced or restated in accordance with the terms thereof), between MGCI, as Chargor, and GLAS Americas LLC, as Collateral Agent. The Ad Hoc Group of Superpriority Lenders, who have a fully-perfected first and second priority security interests in and liens upon the Interests through their DIP and superpriority loans, do not object to the proposed sale (and indeed support the proposed sale). To the extent any other prepetition secured lenders have a prepetition security interest in and liens upon the Interests, these creditors can be compelled to accept a monetary satisfaction of their interests. About Murray Energy Headquartered in St. Clairsville, Ohio, Murray Energy -- http://murrayenergycorp.com/-- is the largest privately owned coal company in the United States, producing approximately 76 million tons of high quality bituminous coal each year, and employing nearly 7,000 people in the United States, Colombia and South America. Murray Energy now operates 15 active mines in five regions in the United States, plus two mines in Colombia, South America. It operates 12 underground longwall mining systems, 42 continuous mining units, 10 transloading facilities, and five mining equipment factory and fabrication facilities. Murray Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 19-56885) on Oct. 29, 2019. At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. The cases have been assigned to Judge John E. Hoffman Jr. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Dinsmore & Shohl LLP as local counsel; Evercore Group L.L.C. as investment banker; Alvarez and Marsal L.L.C. as financial advisor; and Prime Clerk LLC as notice and claims agent. The U.S. Trustee for Region 9 appointed creditors to serve on the official committee of unsecured creditors on Nov. 7, 2019. The committee tapped Morrison & Foerster LLP as legal counsel; AlixPartners, LLP as financial advisor; and Vorys, Sater, Seymour and Pease LLP as local counsel. MY KIDZ DENTIST: Chapter 11 Trustee Seeks Chapter 7 Conversion -------------------------------------------------------------- James G. Baker, who was approved last month as Chapter 11 Trustee for debtors My Kidz Dentist, PC, My Kidz Dentist of Carrollton, LLC, and My Kidz Dentist of Fayetteville, LLC, has asked the U.S. Bankruptcy Court for the Northern District of Georgia, Newnan Division, to convert their cases to a liquidation under Chapter 7 of the Bankruptcy Code. Baker will present arguments supporting his request at a hearing on Aug. 12. U.S. Bankruptcy Court Judge W. Homer Drake entered a consent order on June 15 directing the appointment of a Chapter 11 trustee. Community Bank of Pickens County sought appointment of a Chapter 11 trustee back in February. Hearings on the request were continued several times. At the telephonic hearing on June 10, the Debtor consented. Secured creditors Live Oak Banking Company, LLC, and Viva Capital Funding, LLC, agreed not to object. Community Bank of Pickens County is a secured creditor holding two SBA-backed loans secured by the business assets of debtors My Kidz Dentist P.C., and My Kidz Dentist of Carrollton, LLC. The Debtors owed money to Community Bank during the bankruptcy filings in the amount of $596,152.6 and 535, 776.73 with interest continuing to accrue. Dr. Lorna Bibbs owns 100 % of the shares of the Debtors and earns a monthly salary of $20,000. She, however, claimed she was not paid her salary in October or November 2019, but the proceeds from the Debtors' dental services were deposited in her bank accounts. Community Bank contends there is no doubt that mismanagement is being practiced by the Debtors based on the lack of financial transparency and the history of mismanagement of the Debtor's business affairs. Community Bank asserts the cash collateral and business collateral should be supervised more closely on behalf of all of the creditors until such time as a plan can be proposed sale approved. Community Bank also believes appointment of a trustee is needed in this case to review any litigation claims against former employees, insiders or for other preferential payments. The bank is represented by: Lynn L. Carroll, Esq. GOLDER LAW, LLC 101 Village Parkway Building 1, Suite 400 Marietta, GA 30067 Tel: 404-252-3000 E-mail: lcarroll@golderlawfirm.com About My Kidz Dentist Pediatric dental clinics My Kidz Dentist PC, My Kidz Dentist of Carrollton and My Kidz Dentist of Fayetteville LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-12506, 19-12507 and 19-12508, respectively) on Dec. 13, 2019. In the petitions signed by Dr. Lona Bibbs-Walker, authorized representative, My Kidz Dentist PC disclosed $6,266,597 in assets and $2,789,640 in liabilities; My Kidz Dentist of Carrollton dislcosed $3,202,708 in assets and $1,407,183 in liabilities; and My Kidz Dentist of Fayetteville disclosed $6,106,233 in assets and $902,443 in liabilities. Ian M. Falcone, Esq., at The Falcon Law Firm, P.C., is the Debtors' legal counsel. NET ELEMENT: Incurs $1.2M Comprehensive Loss for March 31 Quarter ----------------------------------------------------------------- Net Element, Inc., filed its quarterly report on Form 10-Q, disclosing a comprehensive loss attributable to common stockholders of $1,235,403 on $15,842,567 of total revenues for the three months ended March 31, 2020, compared to a comprehensive loss attributable to common stockholders of $1,135,408 on $15,047,182 of total revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $19,962,344, total liabilities of $17,127,417, and $2,834,927 in total stockholders' equity. The Company disclosed that there are conditions that raise substantial doubt about its ability to continue as a going concern. The Company said, "Total assets at March 31, 2020 were approximately US$20 million compared to approximately US$23 million at December 31, 2019. The primary reason for the net decrease in total assets was the decrease in accounts receivable due to the reduction in our March 2020 processing volume. "At March 31, 2020, we had total current assets of approximately US$5.9 million and approximately US$8.7 million at December 31, 2019. The primary reason for the decrease in current assets was the decrease in accounts receivable and the reduction in our March 2020 transaction processing volume. "Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained a net loss of approximately US$1.4 million for the three months ended March 31, 2020 and US$6.5 million for the year ended December 31, 2019 and have an accumulated deficit of US$180 million and a negative working capital of US$2.6 million at March 31, 2020. "The recent outbreak and continuing spread of the novel coronavirus pandemic ("COVID-19") is currently impacting countries, communities, supply chains and markets, global financial markets, as well as, the largest industry group serviced by our Company. The Company cannot predict, at this time, whether COVID-19 will have a material impact on our future financial condition and results of operations due to understaffing in the service sector and the decrease in revenues and profits, particularly restaurants, and any possible future government ordinances that may further restrict restaurant and other service or retail sectors operations. "During April 2020, our Company evaluated its liquidity position, future operating plans, and its labor force, which included a reduction in the labor force and compensation to executives and other employees, in order to maintain current payment processing functions, capabilities, and continued customer service to its merchants. We are also seeking sources of capital to pay our contractual obligations as they come due, in light of these uncertain times. Management believes that its operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing. At this time, due to our continuing losses from operations, negative working capital, and the COVID-19 pandemic, we cannot predict the impact of these conditions on our ability to obtain financing necessary for the Company to fund its working capital requirements. In most respects, it is too early in the COVID-19 pandemic to be able to quantify or qualify the longer-term ramifications on our business, our merchants, and our potential investors. "To fund our operating cash needs, we may need to borrow additional capital from our current credit facilities or additional sales of equity securities. The Company continues to investigate the capital markets for sources of funding, which could take the form of additional debt, the restructuring of our current debt, or additional equity financing. The Company has been successful in restructuring its current debt facilities with commercially acceptable terms that ensures the continued operation of its business for the foreseeable future. "Additional funds may be raised through debt financing and/or the issuance of equity securities, there being no assurance that any type of financing on terms satisfactory to us will be available or otherwise occur. Debt financing must be repaid regardless of whether we generate revenues or cash flows from operations and may be secured by substantially all of our assets. Any equity financing or debt financing that requires the issuance of equity securities or warrants to the lender would cause the percentage ownership by our current stockholders to be diluted, which dilution may be substantial. Also, any additional equity securities issued may have rights, preferences or privileges senior to those of existing stockholders. If such financings are not available when required or are not available on acceptable terms, we may be unable to implement our business plans or take advantage of business opportunities, any of which could have a material adverse effect on our business, financial condition, results of operations and/or prospects. "On March 27, 2020, our Company entered into a Master Exchange Agreement, (the "Agreement") with ESOUSA Holdings, LLC ("ESOUSA"). Prior to entering into the ESOUSA Agreement, ESOUSA agreed to acquire an existing promissory note that had been previously issued by the Company, of up to US$2,000,000 in principal amount outstanding and unpaid interest due to RBL Capital Group, LLC. Pursuant to the ESOUSA Agreement, the Company has the right, at any time prior to March 27, 2021, to request ESOUSA, and ESOUSA agreed upon each such request, to exchange this promissory note in tranches on the dates when the Company instructs ESOUSA, for such number of shares of the Company's common stock ("Common Stock") as determined under the ESOUSA Agreement based upon the number of shares of Common Stock (already in ESOUSA's possession) that ESOUSA sold in order to finance its purchase of such tranche of the promissory note from RBL Capital Group, LLC. ESOUSA will purchase each tranche of the promissory note equal to 88% of the gross proceeds from the shares of Common Stock sold by ESOUSA to finance the purchase of such exchange amount from RBL Capital Group, LLC. Each such tranche shall be US$148,000 unless otherwise agreed to by the Company and ESOUSA. The Company received its first tranche of US$148,000 on March 27, 2020, less any fees, which is reflected as accrued expenses on the accompanying balance sheet at March 31, 2020. "On May 7, 2020, the Company entered into a promissory note (the "Note") evidencing an unsecured loan (the "Loan") in the amount of US$491,492 made to the Company under the Paycheck Protection Program (the "PPP"). The Note matures on May 7, 2022 and bears interest at a rate of 1% per annum. Beginning December 7, 2020, the Company is required to make 17 monthly payments of principal and interest, with the principal component of each such payment based upon the level amortization of principal over a two-year period from May 7, 2020. Pursuant to the terms of the CARES Act and the PPP, the Company may apply to the Lender for forgiveness for the amount due on the Loan. The amount eligible for forgiveness is based on the amount of Loan proceeds used by the Company (during the eight-week period after the Lender makes the first disbursement of Loan proceeds) for the payment of certain covered costs, including payroll costs (including benefits), interest on mortgage obligations, rent and utilities, subject to certain limitations and reductions in accordance with the CARES Act and the PPP. No assurance can be given, at this time, that the Company will obtain forgiveness of the Loan in whole or in part. "Our Company has decided to explore strategic alternatives and potential options for its business, including sale of the Company or certain assets, licensing of technology, spin-offs, or a business combination. There can be no assurance, at this time, regarding the timing or outcome of our strategic alternatives review process or any decision as to the formalization of a plan by the Company's management. "The Company no longer complies with Nasdaq's audit committee requirement as set forth in Listing Rule 5605 due to having less than three audit committee members. Our common stock may be delisted from the NASDAQ Capital Market, which could affect its market price and liquidity if the Company does not come into compliance, by the required date, determined by NASDAQ. In accordance with Nasdaq Listing Rule 5605(c)(4), the Company has been provided until the earlier of the Company's next annual shareholders' meeting or February 7, 2021, to regain compliance with the Rule, or, if the Company's next annual shareholders' meeting is held before August 5, 2020, then the Company must evidence compliance no later than August 5, 2020. "These conditions raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. "The net loss attributable to Net Element, Inc. stockholders was approximately US$1.4 million for the three months ended March 31, 2020 compared to approximately US$1.1 million for the three months March 31, 2019. "Operating activities provided approximately US$0.5 million of cash for the three months ended March 31, 2020 as compared to approximately US$0.2 million of cash used for the three months ended March 31, 2019. Positive operating cash flow for the three months ended March 31, 2020 was primarily due to a decrease in accounts receivable which was partially offset by a decrease in accounts payable and deferred revenue, and an increase in accrued expenses. Negative operating cash flow for the three months ended March 31, 2019 was primarily due to cash used in the normal course of business and an increase in accounts payable and accrued expenses. "Investing activities used approximately US$0.4 million in cash for the three months ended March 31, 2020 as compared to approximately US$1.1 million used in investing activities for the three months ended March 31, 2019. The decrease in cash used in investing activities was primarily due to the original recording of an operating lease right-of-use liability in the first quarter of 2019 and a decrease in client acquisition costs. "Financing activities provided approximately US$0.1 million in cash for the three months ended March 31, 2020 as compared to approximately US$0.2 million for the three months ended March 31, 2019." A copy of the Form 10-Q is available at: https://is.gd/QUDvCz Net Element, Inc. operates as a financial technology and value-added solutions company in North America, Russia, and the Commonwealth of Independent States. It operates in two segments, North American Transaction Solutions and International Transaction Solutions. Net Element was founded in 2004 and is based in North Miami Beach, Florida. NEW CITIES: July 16 Hearing on Disclosure Statement --------------------------------------------------- There will be a hearing on final approval of the Disclosure Statement and on confirmation of the Plan of Reorganization of New Cities Investment Partners, LLC on July 16, 2020, at 2:30 p.m. before the Honorable M. Elaine Hammond, in Courtroom 11 of the United States Bankruptcy Court for the Northern District of California located at 280 South First Street, San Jose, California. Written objections to the Disclosure Statement or to confirmation of the Plan of Reorganization must be filed and served by July 9, 2020 Written ballots accepting or rejecting the Plan of Reorganization must be submitted and received by July 9, 2020 Attorneys for the Debtor: RENO F.R. FERNANDEZ III DANIEL E. VAKNIN MACDONALD | FERNANDEZ LLP 221 Sansome Street, Third Floor San Francisco, CA 94104 Telephone: (415) 362-0449 Facsimile: (415) 394-5544 About New Cities Investment Partners New Cities Investment Partners, LLC, is engaged in activities related to real estate. The company owns a vacant real property located in Palm Desert, Calif. New Cities Investment Partners sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-52584) on Dec. 23, 2019. The petition was signed by Lee E. Newell, CEO of New Cities Land Company, Inc., the Debtor's manager. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge M. Elaine Hammond oversees the case. MacDonald Fernandez LLP is the Debtor's legal counsel. NEW GARDEN: Amendment Notes 5% Recovery for Unsecureds ------------------------------------------------------ New Garden, Inc., submitted an amendment to the Disclosure Statement, relative to the Plan of Reorganization, which is scheduled for hearing on confirmation on June 16, 2020. The amendment provides as follows: The Debtor believes there would be a dividend to the unsecured non-priority creditors in a Chapter 7 scenario based upon an unsecured claim to the DOR in the approximate amount of $177,0000. This dividend would be approximately 5% but would not be paid until sometime in the future depending upon the length of the Chapter 7 case. This case proposes a one-time dividend of 5% to the Class I creditors in June of 2020. The amended schedules also indicate accounts receivable over 90 days in the amount of $247,533 which represents cumulative personal charges for the benefit of the President of the Debtor. The collectability of this is uncertain. The Debtor's counsel: Gary W. Cruickshank, Esq. 21 Custom House Street Suite 920 Boston, MA 02110 Tel: (617) 330-1960 E-mail: gwc@cruickshank-law.com About New Garden Inc. New Garden, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mass. Case No. 19-11956) on June 6, 2019. The petition was signed by Raymond So, president. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Frank J. Bailey oversees the case. The Debtor is represented by Gary W. Cruickshank. NORTH PACIFIC CANNERS: July 29 Hearing on Disclosure Statement -------------------------------------------------------------- Judge Peter C. McKittrick granted the motion of North Pacific Canners & Packers, Inc., Hermiston Foods, LLC, and NPCP Quincy, LLC, to continue the telephone hearing to consider and possibly approve the Disclosure Statement to July 29, 2020 at 1:30 p.m. The call in Number: is (888) 684-8852 and the Access Code is 1238244. The deadline to file objections to the Disclosure Statement is extended to July 15, 2020. Attorneys for the Debtors: Albert N. Kennedy Michael W. Fletcher Ava L. Schoen Danny F. Newman TONKON TORP LLP 888 S.W. Fifth Avenue, Suite 1600 Portland, OR 97204-2099 Telephone: 503-221-1440 Facsimile: 503-274-8779 E-mail: al.kennedy@tonkon.com michael.fletcher@tonkon.com ava.schoen@tonkon.com danny.newman@tonkon.com About NORPAC Foods Founded in 1924 and headquartered in Salem, Ore., NORPAC Foods, Inc. (www.norpac.com), a farmer-owned cooperative, along with its wholly-owned subsidiaries Hermiston Foods, LLC and Quincy Foods, LLC is an independent, standalone processor of organic and conventional frozen vegetables and fruits in the Pacific Northwest. NORPAC is a cooperative owned by more than 140 members. Quincy and Hermiston are single-member limited liability companies whose sole member is NORPAC. The Debtors own and operate raw processing plants in Brooks and Stayton, Ore., a packaging plant in Salem, Ore., and a raw processing, packaging, and roasting facility in Quincy, Wash. The Debtors have more than 1,125 full-time employees along with up to 1,100 seasonal employees. The Debtors have a diverse supplier base built on an extensive network of more than 220 contract growers made up of family-owned farms (145 farms in Oregon and 75 farms in Washington) spanning more than 40,000 acres. North Pacific Canners & Packers, Inc. (formerly known as NORPAC Foods, Inc.), Hermiston Foods and NPCP Quincy, LLC (formerly known as Quincy Foods, LLC), sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Lead Case No. 19-62584) on Aug. 22, 2019. At the time of the filing, NORPAC Foods was estimated to have assets of between $100 million and $500 million and liabilities of the same range. The other debtors had estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. Judge Peter C. McKittrick oversees the cases. The Debtors tapped Tonkon Torp LLP as legal counsel; SierraConstellation Partners LLC as restructuring advisor; and Kurtzman Carson Consultants LLC as noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Aug. 30, 2019. The committee tapped Lowenstein Sandler as bankruptcy counsel; Leonard Law Group LLC as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. NOVAN INC: Has Until Nov. 2 to Regain Compliance with Nasdaq Rule ----------------------------------------------------------------- Novan, Inc. previously received a letter from the staff of the Listing Qualifications Department of Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(1) because the closing bid price for the Company's common stock had closed below $1.00 per share for the previous 30 consecutive business days. As also previously disclosed, on April 17, 2020, the Company received a letter from the staff of the Listing Qualifications Department of Nasdaq indicating that, due to extraordinary market conditions, Nasdaq had tolled the compliance period for the Minimum Bid Price Requirement through June 30, 2020, and that on April 16, 2020, Nasdaq filed an immediately effective rule change with the Securities and Exchange Commission to implement the tolling period. The letter indicated that upon expiration of the tolling period and beginning on July 1, 2020, the Company would receive the balance of days remaining under its currently pending compliance period in effect at the rule change date. Accordingly, upon expiration of the tolling period and beginning on July 1, 2020, the Company has 123 calendar days from July 1, 2020, or until Nov. 2, 2020, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company's common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to Nov. 2, 2020. The Company intends to actively monitor the Minimum Bid Price Requirement and other continued listing requirements and, as appropriate, will consider available options to resolve any deficiencies as to those requirements and regain compliance with those requirements, as applicable. Regains Compliance with Market Value Rule Novan received written notice from Nasdaq on July 9, 2020, notifying the Company that over the previous 10 consecutive business days, from June 23, 2020 to July 8, 2020, the Company's market value of listed securities had been $50,000,000 or greater. Accordingly, the Company has regained compliance with the market value of listed securities listing requirement set forth under Nasdaq Listing Rule 5450(b)(2)(A). About Novan Inc. Based in Morrisville, North Carolina, Novan Inc. -- http://www.novan.com/-- is a clinical development-stage biotechnology company focused on leveraging nitric oxide's naturally occurring anti-viral, anti-bacterial, anti-fungal and immunomodulatory mechanisms of action to treat a range of diseases with significant unmet needs. Nitric oxide plays a vital role in the natural immune system response against microbial pathogens and is a critical regulator of inflammation. Novan reported a net loss and comprehensive loss of $30.64 million for the year ended Dec. 31, 2019, compared to a net loss and comprehensive loss of $12.67 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $36.51 million in total assets, $48.87 million in total liabilities, and a total stockholders' deficit of $12.36 million. BDO USA, LLP, in Raleigh, North Carolina, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Feb. 24, 2020, citing that the Company has suffered recurring losses from operations and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. NUZEE INC: CEO Masateru Higashida Adds President Title ------------------------------------------------------ NuZee, Inc. reports changes in senior management's duties to reflect a greater focus on the adoption of single serve pour over coffee by major U.S. coffee brands. As part of these changes, Mr. Masateru Higashida, the Company's chief executive officer, will add the title of president and will directly oversee the Company's three international subsidiaries. Mr. Shanoop Kothari will continue his duties as the Company's chief financial officer but has also been named as the Company's chief operating officer and will lead the Company's production efforts and direct to consumer channels in the U.S. Mr. Travis Gorney will become the Company's chief marketing officer and vice president with the primary role of establishing and managing a sales team focused on adoption of single serve pour over coffee by major U.S. coffee brands. Both Mr. Kothari and Mr. Gorney will continue to report to Mr. Higashida. "These changes to our management structure better align the strengths of our management team with their new areas of focus, which we expect will result in greater sales to blue chip coffee companies in the U.S.," said Mr. Higashida, president and CEO of the Company. "Over the last two years, NuZee has invested in a platform to lead the adoption of single serve pour over coffee in the U.S. In addition to a greater focus on sales, the changes also reflect our focus on maximizing our opportunity to achieve profitability from these investments," added Mr. Higashida. About Nuzee 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. NuZee reported a net loss of $12.21 million for the year ended Dec. 31, 2019, compared to a net loss of $3.57 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $4.98 million in total assets, $1.63 million in total liabilities, and $3.35 million in total stockholders' equity. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Dec. 24, 2019, citing that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. OLMOS COMPANIES: Unsecureds get Prorata Share of the Remaining Cash ------------------------------------------------------------------- Olmos Companies 1, LLC, has a Chapter 11 Plan that provides for the revested debtor to distribute funds on hand and liquidate any remaining assets. Furthermore, the Revested Debtor shall object to any claims that it believes should be disallowed. Class 2: Frost Bank to the extent that it holds an Allowed Secured Claim - $331,655. The Debtor will, upon the later of the Initial Distribution Date, or the allowance of each Class 2 Claim, pay the Class 2 Creditor pursuant to the provisions of the July 23rd, 2019 Agreed Order Providing Adequate Protection and Modifying Automatic Stay. The Claims allowance process will be governed by Article VIII. Class 4 Non-Insider Creditors Holding Allowed Unsecured Claims are estimated to total $281,893. The Debtor shall, upon the later of the Initial Distribution Date and to the extent that the Debtor still has funds from the sale of its real property and improvements, or the allowance of each Class 4 Claim, pay (only after full payment of all Administrative Claims and the Class 1 through 3 Claims) the Class 4 Creditors their respective pro rata share of the remaining cash on hand in order to partially or fully satisfy the Class 4 Creditor’s Allowed Claims. Class 5 Equity Interest Holders will retain their interest in the Debtor. However, they will not receive any distributions from the Debtor until the Class 4 Creditors are paid in full from the assets. The distributions and payments provided for in the Plan will be funded by the Debtor's cash on hand at Confirmation, the proceeds from the sale of the Debtor's remaining assets and collection of any receivables. A full-text copy of the Disclosure Statement dated June 10, 2020, is available at https://tinyurl.com/yde3cvda from PacerMonitor.com at no charge. Attorneys for the Debtor: William B. Kingman LAW OFFICES OF WILLIAM B. KINGMAN, P.C. 3511 Broadway San Antonio, Texas 78209 Telephone: (210) 829-1199 Facsimile: (210) 821-1114 About Olmos Companies 1 Olmos Companies 1, LLC, based in Marion, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-51098) on May 6, 2019. In the petition signed by Larry Struthoff, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Craig A. Gargotta oversees the case. William B. Kingman, P.C., serves as bankruptcy counsel to the Debtor. OMNIQ CORP: Launches E-Commerce Platform to Broaden Customer Base ----------------------------------------------------------------- OMNIQ Corp.'s Quest Solution division has launched an online B2B e-commerce platform www.omniqbarcodes.com offering supply chain hardware solutions from the most trusted brands. The website presents a clean, uncluttered design, easy functionality and robust content. The website increases efficiency for customers by shortening order cycles and providing a 24/7 real-time solution. Among the hardware OMNIQ provides, now available on the site, are rugged handheld mobile computers, barcode scanners and printers and RFID devices designed to enhance the productivity of the workforce by providing the ability to collect and track data using integrated features through handheld devices, with the fastest and most dependable wireless connection inside and outside four walls. The industrial-designed devices improve efficiencies by enabling quick and accurate control of data collection, processing, shipping/receiving and warehouse and inventory management. Shai Lustgarten, president and CEO of OMNIQ, stated, "We've built our success partnering with and addressing the needs of some of the leading Fortune 500 companies. Our new robust, user-friendly e-commerce site, www.omniqbarcodes.com is designed to target middle range and smaller customers that represent a significant market share with different procurement characteristics. The new site enhances our customers' experience by providing 24/7 access to our comprehensive selection of top brands while fostering an efficient 'one-stop-shopping' capability. The launch of our e-commerce capability is an exciting new feature reflecting our focus on technology innovation, as well as marketing and sales channels, to address new segments in the marketplace and generate growth for the company." About OMNIQ Corp. Headquartered in Salt Lake City, Utah, OMNIQ Corp. (OTCQB: OMQS) -- http://www.omniq.com/-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic & parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq reported a net loss attributable to common stockholders of $5.31 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $5.41 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $42.60 million in total assets, $42.76 million in total liabilities, and a total stockholders' deficit of $156,000. Haynie & Company, in Salt Lake City, Utah, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. PAPER STORE: Case Summary & 25 Largest Unsecured Creditors ---------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- The Paper Store, LLC (Lead Debtor) 20-40743 20 Main Street Acton, MA 01720 TPS Holdings, LLC 20-40745 Business Description: The Paper Store, LLC -- http://www.thepaperstore.com-- is a family owned and operated specialty gift retailer, with 86 stores in seven states and an e-commerce business. The retail locations feature merchandise comprising fashion, accessories, spa, home decor, stationery, jewelry, sports and more, from well-regarded brands such as Vera Bradley, Lilly Pulitzer, Godiva, 47 Brands, Alex and Ani, Life is Good, Vineyard Vines, and Sugarfina. The Debtors are a proud Hallmark greeting cards partner. Chapter 11 Petition Date: July 14, 2020 Court: United States Bankruptcy Court District of Massachusetts Judge: Hon. Christopher J. Panos Debtors' Counsel: Paul J. Ricotta, Esq. Kevin J. Walsh, Esq. Timothy J. McKeon, Esq. MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. One Financial Center Boston, MA 02111 Tel: 617-542-6000 Email: pjricotta@mintz.com kwalsh@mintz.com tjmckeon@mintz.com Debtors' Restructuring Advisor: G2 CAPITAL ADVISORS Debtors' Investment Banker: SSG CAPITAL ADVISORS Debtors' Accountant: VERDOLNO & LOWEY, P.C. Debtors' Claims & Noticing Agent: DONLIN, RECANO & COMPANY, INC. https://www.donlinrecano.com/Clients/tps/Index The Paper Store's Estimated Assets: $10 million to $50 million The Paper Store's Estimated Liabilities: $50 million to $100 million The petitions were signed by Don Van der Wiel, chief restructuring officer. A copy of TPS Holdings's petition is available for free at PacerMonitor.com at: https://is.gd/floqLI Consolidated List of Debtors' 25 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Hallmark Cards, Inc. Trade Payable $1,263,724 P.O. Box 73642 Chicago IL 60673-7642 John McCabe Email: john.mccabe@hallmark.com 2. Vera Bradley Designs, Inc. Trade Payable $734,972 12420 Stonebridge Road Roanoke IN 46783 Vanessa McLemore Tel: (800) 823-8372 Email: VMcLemore@verabradley.com 3. DEMDACO Trade Payable $271,717 P.O. Box 803314 Kansas City MO 64180-3314 Jacque Myers Email: jacque.myers@demdaco.com 4. Lifeguard Press Trade Payable $248,489 134 Beech Bend Rd. Bowling Green KY 42101-2609 Kelly Crawford Tel: (800) 992-3006 Email: Kelly@lifeguardpress.com 5. Jolie Trade Payable $226,527 1100 S.San Pedro St # D3 Los Angeles CA 90015 Joseph Yi Tel: (213) 746-1700 Email: joseph@jolieonline.com 6. Lotus And Luna Trade Payable $219,525 1552 Garnet Ave San Diego CA 92109 Ara Derderian Tel: (805) 216-2441 Email: ara@josephslock.com 7. Thread And Supply Trade Payable $167,399 5524 Alcoa Ave Vernon CA 90068 Attn: Accounting Tel: (213) 688-4977 Email: accounting@threadandsupply.com 8. Cheveux Corp Trade Payable $146,308 1061 Slocum Ave Ridgefield NJ 07657 Shannon Y. Kim Tel: (212) 685-6255 Email: ykim@cheveuxcorp.com 9. Lantern Enterprises Trade Payable $145,322 1401 Cedar Street Suite C Ontario CA 91761 Cheryl Tel: (909) 390-0888 Email: cherylh@lanternbeauty.com 10. Malden International Designs Trade Payable $143,865 19 Cowan Drive Middleboro MA 02346 Madeleine Pike Tel: (800) 426-3578 Email: madeleine@malden.com 11. W/S/M Hingham Properties LLC Rent $131,004 33 Boylston Street Suite 3000 Chestnut Hill MA 02467 Winny Cen Email: winny.cen@wsdevelopment.com 12. Spartina 449 LLC Trade Payable $130,892 10 Buck Island Road Bluffton SC 29910 Patricia Pratt Tel: (843) 681-8860 Email: PatriciaPratt@spartina449.com 13. Pura Vida Bracelets Trade Payable $129,329 12420 Stonebridge Road Roanoke IN 46783 Vanessa McLemore Tel: (619) 889-5969 Email: VMcLemore@verabradley.com 14. Natural Life Collections Trade Payable $120,885 P.O. Box 116817 Atlanta GA 30368-6817 Erika Slawson Tel: (904) 241-0370 Email: ESlawson@naturallife.com 15. Shoppers World LLC Rent $116,187 P.O. Box 92472 Dept #105209 21422 55233 Cleveland OH 44193 Dawn Szczesniak Email: DSZCZESNIAK@DDR.com 16. Alex And Ani Trade Payable $116,049 10 Briggs Drive East Greenwich RI 02818 Nicholas Perreault Tel: (401) 467-3952 Email: nperreault@alexandani.com Agomez@alexandani.com 17. JER Realty LLC Rent $113,366 70 Hastings Street Wellesley Hills MA 02481 Steve Valeri Email: svaleri@RocheBros.com 18. Life Is Good, Inc. Trade Payable $111,727 15 Hudson Park Drive Hudson NH 03051 Rick Davis Tel: (800) 606-4604 Email: rdavis@lifeisgood.com 19. Legacy Place Properties LLC Rent $107,116 33 Boylston Street Suite 3000 Chestnut Hill MA 02467 Robert Mooney Email: Robert.Mooney@wsdevelopment.com 20. Buyer's Direct, Inc Trade Payable $106,590 P.O. Box 818 Elm City NC 27822 Stephanie Tel: (252) 650-7000 21. Google Trade Payable $104,732 Dept. 33654 PO Box 39000 San Francisco CA 94139 22. Ireit Shrewsbury White City LLC Rent $103,794 62903 Collection Center Drive Building 75043 Chicago IL 60693-0629 Denise Olalde Email: olalde@inlandgroup.com 23. Gilli Clothing Trade Payable $101,376 Dept La 24406 Pasadena CA 91185-4406 Seny Umali Tel: (213) 744-9808 Email: seny@gilliclothing.com 24. Peter Pauper Press, Inc. Trade Payable $99,310 202 Mamaroneck Avenue White Plains NY 10601 Maryana Didovych Tel: (800) 833-2311 Email: MDidovych@peterpauper.com 25. Godiva Chocolatier, Inc. Trade Payable $99,186 P.O. Box 74008044 Chicago IL 60674-8044 Janet Schmehl Email: janet.schmehl@godiva.com PARKINSON SEED: Plan Admin to Auction St. Anthony Property ---------------------------------------------------------- Matthew R. McKinlay of CFO Solutions, LLC, doing business as Advanced CFO, the duly appointed Plan Administrator of the Chapter 11 Trustee of Parkinson Seed Farm, Inc., asks the U.S. Bankruptcy Court for District of Idaho to authorize the auction sale of the real property and improvements located at or near St. Anthony, Idaho, consisting of approximately 3,845 acres, more or less, in two tracts of irrigated farm ground, together with any buildings, fixtures, irrigation systems, and water rights appurtenant thereto ("Home Place"). Among other things, SummitBridge National Investments VI, LLC's Amended Chapter 11 Plan of Liquidation Dated Dec. 11, 2019 authorizes and directs the Plan Administrator to liquidate and sell certain estate assets including the Home Place. The Plan Administrator has retained United Country Commercial Auction Services for the purpose of selling the Home Place at an auction to be held on Aug. 26, 2020, or such other date as may be mutually agreed. As part of the sale, United Country will be paid a commission of 4% of the gross auction proceeds at closing. Pursuant to the retention terms, the Auctioneer retains the flexibility to seek a stalking horse bidder for the Home Place and seek possible qualifying overbids. Pursuant to the terms of the confirmed Plan, the Plan Administrator is authorized to sell the Home Place at auction subject to notice and the Court's approval on an "as-is, where-is" basis free and clear of all liens, claims, and interests. The Plan Administrator asks that the sale order provide that any and all liens against the Home Place attach to the proceeds of the sale. In its schedules, the Debtor values the Home Place at $25.27 million. The Home Place was previously marketed for sale through Henri LeMoyne of LeMoyne Realty & Appraisals, with a list price of $22.5 million. Three offers to purchase were received but were not accepted. The Plan Administrator is advised that the highest offer received for the Home Place was $18 million. The Plan Administrator estimates that the Home Place has a fair market value of between $20 million and $23 million based on his discussions with realtors, available valuation information, the expected level of cooperation with Dirk Parkinson and his family who currently occupies the residences on the property, and current market conditions. Compeer Financial ACA is the holder of valid and perfected first liens against certain assets of the estate including the Home Place, which liens secure payment of the Compeer Loans in the original principal amounts of $11.8 million. SummitBridge National Investment VI, LLC is the holder of valid and perfected first liens against certain assets of the estate, including the Home Place. The liens in favor of SummitBridge secure its Allowed Secured Claim in the amount of $20,473,739 as of the Effective Date, plus accruing interest, costs, and attorneys' fees. In the Plan Administrator's business judgment, the sale of the Home Place at auction at this time is in the best interest of the estate and creditors. He believes that any further delay in selling the Home Place will have a detrimental effect upon the estate and will further delay the administration of the estate. he Plan provides that after payment of all applicable taxes and ordinary and reasonable costs of sale, at the closing of the sale of the Home Place, the Home Place Net Sale Proceeds will be paid first to Compeer in satisfaction of its Allowed Class 3 Secured Claim. It further provides that in the event the Home Place Net Sale Proceeds exceed any amounts remaining due and owing on account of the Allowed Class 3 Secured Claim of Compeer, the surplus will then be paid to SummmitBridge in satisfaction of its Allowed Class 2 Secured Claim. In the event the Home Place Net Sale Proceeds exceed the remaining balance on the Allowed Class 2 and Class 3 Secured Claims of SummitBridge and Compeer, the remaining surplus Home Place Net Sale Proceeds will be paid to Holders of Allowed Class 9 General Unsecured Claims. The telephonic hearing on the Motion is set for July 20, 2020, at 1:30 p.m. (MT). The objection deadline is July 1, 2020. About Parkinson Seed Farm Located in Saint Anthony, Idaho, Parkinson Seed Farm, Inc. -- http://www.parkinsonseedfarm.com/-- farms approximately 7,200 acres of potatoes. It raises seed potatoes, hard red and hard white wheat, as well as a small amount of alfalfa (mostly to feed horses for recreational purposes). The company raises 11 of what it considers to be more mainstream varieties such as the Russet Burbank, Ranger, three different line selections of Russet Norkotah, white varieties such as Cal Whites and Atlantics, and reds like the Dark Red Norland. The company was founded in 1937. Parkinson Seed Farm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-40412) on May 15, 2018. In the petition signed by Dirk Parkinson, president, the Debtor disclosed $6.11 million in assets and $26.92 million in liabilities. Judge Joseph M. Meier presides over the case. Parkinson Seed Farm hired Robinson & Associates as its legal counsel. On Oct. 19, 2019, the Court appointed Henri LeMoyne of LeMoyne Realty & Appraisals as Realtor. On March 3, 2020, the Court confirmed SummitBridge National Investments VI LLC's Amended Chapter 11 Plan of Liquidation Dated Dec. 11, 2019. The Plan appointed Matt McKinlay of CFO Solutions LLC as Plan Administrator. PATTERN ENERGY: Moody's Rates Up to $700MM of New Unsec. Notes Ba3 ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 unsecured rating to Pattern Energy Operations LP's (Pattern Operations) proposed new issuance of up to $700 million of senior unsecured notes that will be co-issued by Pattern Energy Operations Inc., a special purpose finance vehicle. Moody's affirmed the company's Ba3 Corporate Family Rating (CFR), the Ba3 senior unsecured rating on the company's outstanding notes, and the Ba3-PD Probability of Default rating (PDR). The Speculative Grade Liquidity Rating (SGL) is unchanged at SGL-2. The outlook for Pattern Operations is positive. Pattern Operations intends to use the net proceeds from the new notes to fund the early redemption of $350 million of senior unsecured notes due in 2024 that were issued by Pattern Energy Group Inc. (PEGI) in 2017. In March 2020, Pattern Operations became co-obligor on these notes. Upon their redemption Moody's will withdraw the rating on these notes. Pattern Operations will also repay the $250 million outstanding under a term loan entered by the intermediate holding companies: Pattern US Finance Company, LLC and Pattern Canada Finance Company ULC. These companies are also borrowers and co-guarantors under the group's existing $440 million revolving bank credit facility. Similar to the outstanding notes, Pattern US Finance Company, LLC will also guarantee the new notes. Management will use the rest of the proceeds of around $100 million for corporate purposes, including funding the acquisition of new projects currently under construction by Pattern Energy Group Holdings 2 LP ("Pattern Development"). Pattern Energy Group LP ("Parent company") wholly owns Pattern Operations and Pattern Energy Operations Inc., (co-issuer) as described in the terms of the notes will not have any assets, operations or revenues. Pattern Energy Group LP is also the parent company of the issuer's affiliated companies: Pattern Development and Green Power Investments Corp ("GPI"). RATINGS RATIONALE "The Ba3 rating assigned to the new notes being issued by Pattern Operations considers the debt security's senior position in the capital structure following the repayment of the secured term loan", said Natividad Martel, VP-Senior Analyst. "The rating assumes that Pattern will not incur any new corporate debt, including secured term loans, to fund its capital requirements over the next two years, given its highly leveraged financial profile". Pattern Operations' Ba3 CFR reflects the low business risk of its portfolio of contracted wind projects, in addition to some transmission assets, that operate across different regions of the US and Canada. The rating is supported by the contracts average remaining life of around 14.5 years (including Gulf Power repowering new 20-year contract) and the robust credit quality of the project offtakers. The Ba3 also acknowledges the issuer's capital structure with amortizing project debt accounting for the majority of the debt which offsets growing recontracting risk. The Ba3 CFR is tempered by Pattern Operations' exposure to construction risk given the reliance of Pattern Development and GPI on the organization's $440 million corporate revolving credit facility to meet its liquidity needs. In addition, Pattern Operations' parent company may provide corporate guarantees and other forms of financial support to the group's development activities given their weaker credit profiles. Credit risk is heightened by the group's elevated leverage including a ratio of consolidated debt to EBITDA that will likely exceed 8.0x in 2020. In April 2020, the direct parent company of two unencumbered projects (Lost Creek and Spring Valley) entered into a $260 million 364-day term loan to help to strengthen the group's liquidity profile in the midst of the coronavirus outbreak, exacerbating already high debt leverage. Rating outlook The positive outlook reflects its expectation that Pattern Operations' exposure to construction risk will remain moderate. It also assumes that should the consolidated ratio of debt to EBITDA (run-rate) deteriorate during 2020, this will be temporary. Moody's expects the company to report a consolidated ratio of debt to EBITDA of maximum 8.0x, on a sustained basis. The positive outlook anticipates that amortizing debt will continue to represent the bulk of the group's debt and result in an improving leverage profile. This factors in management's commitment to not incur incremental financial obligations at its parent company, or any intermediary holding company between them. The positive outlook also assumes that, following the $100 million increase in Pattern Operation's corporate debt with the notes issuance, the company will maintain a material balance of working capital that will be also funded with proceeds received from potential new transactions, including new sales of economic interest to the Public Sector Pension Board (PSP). The positive outlook assumes that this balance and Pattern Operations' access to borrowings under the credit facility will be sufficient to meet most of its capital requirements over the next two years without incurring new corporate long-term debt. Assignments: Issuer: Pattern Energy Operations LP / Pattern Energy Operations Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba3 Affirmations: Issuer: Pattern Energy Operations LP Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Issuer: Pattern Energy Group Inc. Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5) Outlook Actions: Issuer: Pattern Energy Operations LP Outlook, Remains Positive STRUCTURAL CONSIDERATIONS The Ba3 rating on the new notes reflects Moody's Loss Given Default (LGD) methodology based on Pattern Operations' CFR, Probability of Default Rating (PDR) and the collateral provided to the secured lenders under the revolving and the term loan facilities. The repayment of the $250 million term loan will reduce the amount of secured debt in the capital structure that will now consist only of the $440 million revolving credit facility of Pattern US Operations Holdings LLC and Pattern Canada Operations Holdings ULC. The collateral package securing the revolving credit facility consists of the holding companies' equity interests in the assets operating in the US and Canada. Although the majority of the assets have outstanding project debt or tax equity obligations, the recovery prospects of the lenders of the secured credit facility, in case of default, are better than that of the unsecured debt. Moody's notes that Pattern US Finance Company, LLC will also guarantee the new notes. Still, Moody's sees a difference in the recovery prospects between the secured and unsecured obligations that could limit the possibility of an upgrade of the new Ba3 senior unsecured notes should the CFR be upgraded to Ba2. LIQUIDITY Pattern Operations' SGL-2 speculative grade liquidity rating reflects good liquidity and its expectation that operating cash flows will be sufficient to meet its debt service obligations consisting of annual interest payments of around $35 million. Following the repayment of PEGI's $225 million of convertible notes, the $250 million term loan, as well as the early redemption of the 2024 Notes, Pattern Operations' next debt maturity consists of the aforementioned $260 million 364-day term loan. The parent of the two unencumbered projects (Spring Valley and Lost Creek) entered into this term loan in April 2020. Moody's anticipates that this term loan will be fully repaid before its due date in April 2021. Moody's assumes that the group will use additional available cash from the proceeds received from potential transactions and shareholders' equity contributions as well as the excess cash flow generated by Pattern Operations' assets during the rest of 2020 to repay the 364 days term loan. During the 2Q2020, management used a portion of the $260 million preferred units issued in April (mirror instrument of the outstanding $260 million PEGI preferred instruments) to repay around $175 million of borrowings outstanding under the $440 million revolving credit facility. Importantly, Moody's assumes that following the increase in Pattern Operations' corporate debt by around $100 million with the completion of this transaction, the company will maintain a material balance of working capital that will allow it to meet most of its capital requirements over the next two years without incurring new corporate long-term debt. Pattern Operations used the majority of the proceeds of the 364-day term loan to repay borrowings outstanding under its $440 million revolving bank credit facility that is scheduled to expire in 2022. At the end of June 2020, availability under the revolver approximated $182 million, including outstanding letter of credits of around $85 million. Moody's expects that Pattern US Finance Company, LLC and Pattern Canada Finance Company ULC will remain comfortably in compliance with the covenants embedded in the credit facility. The SGL-2 anticipates that the vast majority of Pattern Operations' encumbered projects will comfortably meet their distribution tests (typically at 1.2x) and be able to upstream cash flow. Currently, all of Pattern Operations' eight unencumbered assets have entered into tax equity partnerships (totaling $1.2 billion) and Moody's anticipates that this type of arrangements will remain the Gulf Wind project's only obligation upon completion of the repowering (construction loan due in September 2020). The expectation of the full repayment of the 364-day term loan is important because it will allow Pattern Operations to own at least two assets that are fully unencumbered or not subject to tax equity payments. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade An upgrade of Pattern Operations' CFR is possible if, following the change in ownership in April 2020, there are no material deviations in the implementation of the new organizational structure and management exhibits a track record of corporate policy decisions that are supportive of credit quality. Positive momentum could also occur if the consolidated ratio of debt to EBITDA is sustained at or below, 8.0x, including any new parent debt. As indicated, in the absence of other changes to Pattern Operations' capital structure, an upgrade of its CFR may not result in an upgrade of the senior unsecured notes. Factors that could lead to a downgrade A stabilization of the outlook and/or downgrade is possible if Pattern Operations' leverage increases such that its consolidated debt to EBITDA exceeds 8.0x on a sustained basis. Pattern Operations' ratings could also be lowered if significant exposure to construction risk materializes at Pattern Operations' parent and/or sister companies, or if corporate governance or accounting reporting transparency decreases. A downgrade of the notes is possible if, against its expectations, Pattern Operations' incurs new secured debt, including a new secured term loan. This change in the capital structure could negatively affect the senior position and recovery prospects of the unsecured notes. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. In March 2020, following the completion of a take-private merger transaction, The Canada Pension Plan Investment Board (CPPIB, Aaa stable) became the ultimate majority shareholder of Pattern Operations' parent company, Pattern Energy Group, LP. CPPIB's voting rights currently approximate 71.5%. Private equity funds sponsored by Riverstone Holdings LLC ("Riverstone") hold over 20% while management currently owns a 2.15% interest. PCT INTERNATIONAL: Obtains Court Approval to Participate in the PPP ------------------------------------------------------------------- Arizona Bankruptcy Judge Paul Sala issued an order declaring that PCT International, Inc. (PCT) is eligible to participate in the U.S. Paycheck Protection Program. SBA had sought to exclude PCT and other companies reorganizing in Chapter 11 from participating in the program. The Court found that Congress clearly set forth the qualifications for a company to participate in PPP and that PCT met those qualifications. The Paycheck Protection Program (PPP) is one of several programs passed by Congress to alleviate the impacts on small businesses from the COVID-19 public health crisis. The SBA exceeded its authority by attempting to exclude reorganizing companies from the program. The court went on to note that, even if the SBA could add qualifications to the PPP, this proposed rule is contrary to the intent of Congress. PCT's General Counsel Douglas Drury stated that "The Court issued a thorough and well-reasoned opinion that fully supports the Congressional intent behind the PPP to assist businesses like PCT impacted by COVID-19." About Andes Industries and PCT International Creditors EZconn Corporation, Crestwood Capital Corporation, and Devon Investment Inc. filed involuntary bankruptcy petitions against Andes Industries, Inc., and PCT International, Inc., under Chapter 7 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Arizona. On Dec. 4, 2019, the Chapter 7 cases were converted to cases under Chapter 11 (Bankr. D. Ariz. Lead Case No. 19-14585). Judge Paul Sala oversees the cases. Sacks Tierney P.A. is the Debtors' legal counsel. PESTOVA HOLDINGS: Proceeding in Chapter 7 Liquidation ----------------------------------------------------- Pestova Holdings, LLC, is presently proceeding in Chapter 7 liquidation after the U.S. Bankruptcy Court for the Southern District of Texas converted its case from Chapter 11 back in February. Ronald J. Sommers of Nathan Sommers Jacobs is serving as Chapter 7 Trustee. After the Sec. 341 creditors' meeting concluded on Jan. 21, the Office of the United States Trustee advised the Court on Jan. 27 that it was unable to appoint an official committee of unsecured creditors in the case. On the same day, the U.S. Trustee asked the Court to convert the case to Chapter 7 or, in the alternative, appoint a Chapter 11 trustee to take over from management. The U.S. Trustee asserted that the Debtor "has failed or is incapable of performing its fiduciary duties." Four days later, creditors Claudia V. Almendarez, Roberto Delgado, Veronica Fernandez, Edgar Flores, Maria Puga Garay, Cuitlahuac Ramos Gonzalez, Jose Guadalupe Hernandez, Jose Oliverio Hernandez, Felix Lopez Rivas, Maria Rivas and Augusto Cesar Rizo also requested the Court to appoint a Chapter 11 trustee. At a hearing on Feb. 11, the Court rejected the request for a Chapter 11 trustee as well as the Debtor's own request to dismiss the case. The Court sent the case to Chapter 7 liquidation. The Individual Creditors alleged that Luis Escobedo, the president and member of Pestova and owner of Kevin Juarez Investments, LLC, sold -- through Pestova and Kevin Juarez Investments -- same tracts of land to different buyers. The Creditors paid Escobedo down payments between $5,000 to $10,000 as well as monthly payments, but no services were ever provided and the Creditors were never able to move their mobile homes onto the property they purchased. On January 27, 2020, Escobedo attended the meeting of creditors. Also present were the Creditors to whom the Debtor sold real property located at South Acres Park, Houston, TX, 77048. At the meeting, the Creditors asserted that Escobedo sold the same land to two or three individuals, but failed to provide them with an accounting for the payments made and the necessary services they were promised. Escobedo or the Debtor also own property located at Caballerizas Del Rey, 10444 Rosecroft Drive, Houston, TX, 77048, and at Weabercrest Park, Houston, TX, 77048. About Pestova Holdings Pestova Holdings filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-36737) on Dec. 3, 2019, and was represented by Jesse Aguinaga, Esq., Attorney at Law P.C. The Debtor listed under $1 million in both assets and liabilities. PRESTIGE LANDSCAPING: Hires BransonLaw PLLC as Counsel ------------------------------------------------------ Prestige Landscaping Services, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ BransonLaw, PLLC, as counsel to the Debtor. Prestige Landscaping requires BransonLaw PLLC to: (a) prosecute and defend any causes of action on behalf of the Debtor; prepare, on behalf of the Debtor, all necessary applications, motions, reports and other legal papers; (b) assist in the formulation of a plan of reorganization and preparation of disclosure statement; and (c) provide all other services of a legal nature. BransonLaw PLLC will be paid at the hourly rate of $150 to $450. The Debtor paid BransonLaw PLLC the amount of $3,735 for legal services rendered prior to the filing of the bankruptcy case. The amount of $1,265 was taken into account by BransonLaw PLLC as a retainer, and $1,717 as filing fee. BransonLaw PLLC will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey Ainsworth, partner of BransonLaw, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. BransonLaw can be reached at: Jeffrey Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: (407) 894-6834 Fax: (407) 894-8559 E-mail: jeff@bransonlaw.com About Prestige Landscaping Services Prestige Landscaping Services, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 20-03154) on June 3, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by BRANSONLAW, PLLC. PROGISTIC CARRIERS: Asks for 30-Day Continuance of Hearings ----------------------------------------------------------- Progistic Carriers, LLC filed an Emergency Motion for Third Continuance of Final Hearing on Approval of Disclosure Statement and Confirmation Hearing, requesting a 30-day continuance of the hearings currently scheduled for Wednesday, June 17, 2020, at 9:00 a.m. on (i) the final approval of Debtor’s Disclosure Statement, and (ii) the confirmation of its proposed Plan of Reorganization, to permit the Debtor additional time to recalculate its operating budget and amend its proposed Plan of Reorganization based on the continuing impact the COVID-19 pandemic has on its Debtor's operations. Attorney for the Debtor: Jana Smith Whitworth JS WHITWORTH LAW FIRM, PLLC P.O. Box 2831 McAllen, Texas 78502 Tel: (956) 371-1933 Fax: (956) 265-1753 E-mail: jana@jswhitworthlaw.com About Progistic Carriers Progistic Carriers is a privately held company in the general freight trucking business. Progistic Carriers filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. S.D. Tex. Case No. 19-70327) on Aug. 16, 2019. In the petition signed by Benjamin Cavazos, member, the Debtor disclosed $3,322,681 in assets and $7,302,264 in liabilities. The case is assigned to Judge Eduardo V Rodriguez. Jana Smith Whitworth, Esq. at JS Whitworth Law Firm, PLLC, is the Debtor's counsel. QAMM PROPERTIES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee on July 10, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Qamm Properties Inc. About Qamm Properties Qamm Properties Inc. is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101 (51B)). The company is the fee simple owner of a building located at 2930 Gulf to Bay Blvd, Clearwater, Fla., having an appraised value of $2 million. Qamm Properties Inc. filed its voluntary petition for relief under CHapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. 20-04514) on June 11, 2020. The petition was signed by Vincent Addonisio, president. At the time of filing, the Debtor disclosed $2,219,201 in assets and $1,383,433 in liabilities. Michael P. Brundage, Esq., at Brundage Law, P.A. is Debtor's legal counsel. RADNET MANAGEMENT: Moody's Confirms B2 CFR & Alters Outlook to Neg. ------------------------------------------------------------------- Moody's Investors Service confirmed the ratings of RadNet Management, Inc. and changed the outlook to negative from rating under review. Moody's confirmed RadNet's B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B1 rating on the first lien credit facility. The Speculative Grade Liquidity rating remains unchanged at SGL-3. This concludes the rating review that was initiated on April 14, 2020. The confirmation of the B2 CFR reflects Moody's view that RadNet's business is gradually recovering after experiencing a severe volume decline in the months of April and May. Combined with the company's cost cutting efforts, Moody's expects that the company will be able to limit its cash burn in the next several quarters. The company has adequate liquidity, which Moody's believes will enable the company to manage through most moderate COVID-19 scenarios. Moody's estimates that the company had approximately $70-$80 million in cash and a fully undrawn $137.5 million revolver at the beginning of July 2020. This will be adequate to cover anticipated cash outflows over the next year including ~$70 million of CAPEX, ~$39 million of mandatory debt repayment and $40 million repayment of the accelerated Medicare advances even if the company does not generate any free cash flow. The rating confirmation also reflects Moody's view that adjusted debt/EBITDA decline back below 5.5 times following a temporary spike above this level in mid-to-late 2020. The change of outlook to negative reflects the downside risks of a more severe or prolonged coronavirus impact than what Moody's currently forecasts. While the company's business is generally on an improving trend, significant uncertainties exist for a full and sustained recovery. For example, a recent surge in COVID-19 infections in several states including California, where the company has a heavy presence, could stymie the company's recovery. If one or more of the six states where the company has a presence undergoes a prolonged lockdown, the company's cash burn will intensify, and its liquidity will weaken. Further, Moody's expects that there will be limited cushion with respect to the financial covenant on the company's first lien credit facility, which may require the company to seek an amendment or otherwise limit access to the revolver. Issuer: RadNet Management, Inc. Ratings confirmed: Corporate Family Rating at B2 Probability of Default Rating at B2-PD Senior secured 1st lien revolving credit facility expiring in 2023 at B1 (LGD3) Senior secured 1st lien term loan due 2023 at B1 (LGD3) Unchanged: Speculative Grade Liquidity Rating at SGL-3 Outlook action: Outlook changed to negative from rating under review RATINGS RATIONALE RadNet Management, Inc's B2 CFR is constrained by its geographic concentration in six states with most of its facilities located in California, New York and Maryland. The company's leverage was moderately high at approximately 5.3 times at the end of March 2020. The rating is constrained by the company's high fixed costs, including significant CAPEX (to remain competitive from a medical equipment stand-point), interest expense and mandatory term loan amortization. These fixed charges constrain the company's free cash flow. The company's ratings benefit from RadNet's strong competitive position in its primary markets. It also benefits from the diversification of revenues through the multi-modality capabilities (including X-rays, CT scans, MRI, ultrasound and mammography) of its sites. The rating also benefits from the company's good payor diversity, with around 57% of revenues sourced from commercial payors that offer higher reimbursement rates than government payors. The company's SGL-3 Speculative Grade Liquidity rating is supported by Moody's estimate of $70-80 million of cash and approximately $137.5 million availability under the company's revolver at the beginning of July 2020. Moody's believes that RadNet will have adequate liquidity to cover all its fixed costs in the next 12 months under moderate coronavirus scenarios with available liquidity at hand. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Medical imaging service is a sector of healthcare that has social risk given that it can give rise to surprise medical bills, which are currently an area of intensive political focus. As a publicly-traded company, RadNet is subject to rigorous governance standards in terms of transparency, disclosures, management's effectiveness, accountability and compliance. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company's liquidity position weakens including if the company burns material amounts of cash in upcoming quarters. If debt/EBITDA is expected to remain above 5.5 times, Moody's could downgrade the ratings. An upgrade in the near term is unlikely. Over the longer-term, the ratings could be upgraded if the company increases its scale and geographic diversification and free cash flow. Additionally, Moody's would consider an upgrade if the company's adjusted debt/EBITDA is sustained below 4.5 times. Furthermore, the expectation of a disciplined growth strategy and a stable reimbursement environment is needed for an upgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. RadNet Management, Inc. (a wholly-owned subsidiary of publicly traded RadNet, Inc.) is a provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States. The company has a network of 340 owned and/or operated outpatient imaging centers primarily located in California, Maryland, Delaware, New Jersey, and New York. The company's services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology (X-ray), fluoroscopy and other related procedures. Net revenues are around $1.2 billion. RENTPATH HOLDINGS: Court Confirms Modified Plan ----------------------------------------------- The Bankruptcy Court entered an order confirming the Modified Joint Chapter 11 Plan of Rentpath Holdings, Inc. and its affiliated debtors. The Plan does not "discriminate unfairly" and is "fair and equitable" with respect to the Classes that are impaired and are deemed to reject the Plan because no class of equal rank to such Classes is receiving greater value under the Plan, no class senior to such Classes is being paid more than in full, and the Plan does not provide a recovery on account of any claim or interest that is junior to such Classes unless and until such Classes are paid in full. Judge Brendan L. Shannon has ordered that the Plan, each of its provisions and exhibits, and the transactions contemplated therein, including the Sale Transaction, is approved, and the Plan is confirmed pursuant to section 1129 of the Bankruptcy Code in all respects. Any and all objections to entry of the order and approval of the Plan and the Sale Transaction, including any objections to the assumption and/or assumption and assignment of the Assumed Contracts and the terms of the Stalking Horse APA and the Credit Bid APA, that have not been withdrawn, waived, or resolved prior to the Confirmation Hearing are hereby denied and overruled The Debtors, the Reorganized Debtors, Reorganized Holdings, and the Plan Administrator, as applicable, each acting by and through their respective officers, employees, and agents, as applicable, are authorized to take all reasonable actions required under the Plan and the Plan Supplement, including the Sale Transaction Documents that are necessary or appropriate to effectuate the Plan and the transactions contemplated therein, including the Sale Transaction and the issuance of any equity interests or indebtedness in connection with the Plan. The terms of the Plan and the Plan Supplement, including the Sale Transaction Documents, and all exhibits thereto, and all other relevant and necessary documents executed or to be executed in connection with the transactions contemplated by the Plan and the Sale Transaction Documents shall be effective and binding as of the Effective Date. Subject to the terms of the Restructuring Support Agreement and the Plan, including Article IV.C of the Plan, the Debtors may alter, amend, update, or modify the Plan Supplement before the Effective Date. The failure to specifically include or refer to any particular article, section, or provision of the Plan, the Plan Supplement, or any related document in this Order does not diminish or impair the effectiveness or enforceability of such article, section, or provision. The amendments and modifications to the Joint Chapter 11 Plan of RentPath Holdings, Inc. and Its Affiliated Debtors [D.I. 293] since the filing and solicitation thereof and incorporated into the Plan are approved in accordance with section 1127(a) of the Bankruptcy Code and Rule 3019(a) of the Bankruptcy Rules. About RentPath RentPath is a digital marketing solutions company that empowers millions nationwide to find apartments and houses for rent. RentPath Holdings, Inc., and 11 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10312) on Feb. 12, 2020. RentPath Holdings was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities as of the bankruptcy filing. Weil, Gotshal & Manges LLP and Richards Layton & Finger are serving as legal counsel, Moelis & Company LLC is serving as financial advisor, and Berkeley Research Group, LLC is serving as restructuring advisor to RentPath. Prime Clerk LLC is the claims agent. ROBERT D. SPARKS: Hartzog Buying Rundell Place for $320K -------------------------------------------------------- Robert Dial Sparks asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of his tract of land particularly described as Section Sixteen (16), Block B, Capitol Syndicate Subdivision, Parmer County, Texas ("Rundell Place"), to Arlin L. Hartzog, Jr. for $320,000, less the cost of an owner's policy of title insurance and the customary and usual closing costs. Mr. Sparks is a resident of Lubbock, Lubbock County, Texas. He owns several tracts of farm land located in Parmer County, Texas. Some of that farm land is leased out on a crop rent basis. Some of the farm land is (or has been) in the USDA's Conservation Reserve Program. One of the tracts of farm land owned by Mr. Sparks is the Rundell Place. In his Schedules, Mr. Sparks has valued the Rundell Place as being worth $320,000. Capital Farm Credit is believed to hold a valid and perfected Deed of Trust Lien on the Rundell Place securing its claim in the amount of $210,325 (Claim #2). The claim of Capital Farm Credit is also believed to be further secured by a quarter section of land more particularly described as The Northwest Quarter (NW/4) of Section Twenty-Five (25), Block "B," CapitolSyndicate Subdivision, Parmer County, Texas ("State Line Place"). Mr. Sparks values the State Line Place as being worth $128,000. Mr. Sparks proposes to sell the Rundell Place to the Buyer for the sum of $320,000 less the cost of an owner's policy of title insurance and the customary and usual closing costs. The sale is subject to Mr. Hartzog's ability to borrow and obtain financing for $256,000 of the total $320,000. sales price. The sale will be free and clear of all lines. Mr. Sparks and Mr. Hartzog have entered into a Farm and Ranch Contract which calls for the closing of the sale to be by Aug. 5, 2020 through Farwell Abstract Company, 402 3rd Street, Farwell, Texas 79325. A hearing on the Motion is set for July 29, 2020 at 1:30 p.m. Robert Dial Sparks sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 20-50079) on May 1, 2020. The Debtor tapped Byrn R. Bass, Jr., Esq., as counsel. RUTABAGA CAFE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Rutabaga Cafe/Soiree Catering, LLC, according to court dockets. About Rutabaga Cafe/Soiree Catering Rutabaga Cafe/Soiree Catering, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-40586) on Nov. 6, 2018. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $50,000. Judge Karen K. Specie oversees the case. The Debtor has tapped Charles M. Wynn Law Offices, PA, as its legal counsel. SADDLEBROOK RESORTS: COVID-19 Effects Raise Going Concern Doubt --------------------------------------------------------------- Saddlebrook Resorts, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $82,728 on $7,251,566 of revenues for the three months ended March 31, 2020, compared to a net income of $2,216,349 on $12,116,004 of revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $19,061,970, total liabilities of $13,102,186, and $5,959,784 in total shareholder's equity. Saddlebrook Resorts said, "The Company experienced a significant decrease in revenue for the three months ended March 31, 2020 compared to the previous year. Towards the end of December 2019, an outbreak of a novel strain of coronavirus ("COVID-19") emerged globally. The COVID-19 outbreak in the United States has resulted in a reduction of hotel occupancy and cancellations of future reservations. It is difficult to estimate the length or severity of this outbreak; however, a significant reduction in occupancy caused by COVID-19 is expected to affect the Company's results of operations and financial position. "In April 2020, the Company received approximately $2,949,000 of proceeds from a note payable funded under the Payroll Protection Program as part of the CARES Act. The note bears interest at 1% per annum, matures in April 2022, and requires monthly interest and principal payments of $165,529 beginning in November 2020 and through maturity. The currently issued guidelines of the program allow for the loan proceeds to be forgiven if certain requirements are met. If the Company is unable to or does not follow those guidelines, the Company would be required to repay a portion of or the entire balance of the loan proceeds in full. "The current economic conditions, expected effect on the Company's results of operations and financial position, and uncertainty of the length or severity of the outbreak raise substantial doubt about the Company's ability to continue as a going concern. "The Company's ultimate shareholder has the financial ability and intent to continue to fund operations through affiliated companies that are 100% owned by the Company's ultimate shareholder to the extent required to support the Company's operations. The Company has loans outstanding to the affiliated companies of approximately $0.4 million as of March 31, 2020. In addition to the shareholders' financial ability, these affiliated Companies are expected to continue to generate positive cash flows during fiscal year 2020 should additional funding be required to support the Company's operations." A copy of the Form 10-Q is available at: https://is.gd/gAnDtz Saddlebrook Resorts, Inc., operates Saddlebrook Resort, a condominium resort and residential homes project located in Wesley Chapel, Florida. The company's resort includes accommodations, convention facilities, restaurants, tennis courts, and other recreational areas, as well as two golf courses and a spa. It serves corporate meeting planners and sports enthusiasts. The company was incorporated in 1979 and is based in Wesley Chapel, Florida. Saddlebrook Resorts, Inc. is a subsidiary of Saddlebrook Holdings, Inc. SAKS & CO.: Landlord Sues for Unpaid Rent ----------------------------------------- Alexandra Clough, writing for Palm Beach Post, reports that Palm Beach County shopper center Somerset Shoppers Fla LLC sued the parent company of Saks & Co. for unpaid rent. It is the third time that the landlord has gone to court against a major retail chain. The lawsuit is more evidence of growing frustration among landlords and large retailers trying to dictate rent payment terms, or not paying rent at all, during the unprecedented coronavirus pandemic. Somerset Shoppes Fla LLC sued Saks & Co. over unpaid rent for Saks Off 5th at the 8903 Glades Road shopping center in Boca Raton. The Palm Beach County Circuit Court lawsuit, filed on June 3, alleges Saks owes more than $89,000 in rent. Saks officials did not respond to inquiries for comment. In April 2020, Somerset sued Michaels arts and crafts store, which also has a store at this center, for not paying its rent. The Saks lawsuit came after failed efforts to get the clothing retailer to pay any rent, said Randy Tulepan, vice president of Roberts Equities, which owns the center. Tulepan said monthly rent of about $43,000 is owed for April, May and now June. "They keep trying to do the dragging, legal-maneuvering game," Tulepan said. "It's unfortunate because when you engage in a relationship with them, you're supposed to be a partner." Tulepan said when large, national retailers won't pay any of their rent, it makes it hard for landlords to work with small independent retailers to keep them afloat. Tulepan said he had tried to contact Michaels' officials about the rent before filing an April lawsuit against the company, also to no avail. Michaels did not respond to request for comment about the lawsuit. But Tulepan said Michaels paid the rent within hours of the Palm Beach Post publishing an article on May 7, 2020. Since the pandemic began, some businesses were closed by city or county orders. Others, such as Michael's, were allowed to stay open because they were deemed essential businesses. Saks was closed for weeks but reopened for business on June 1, 2020. Gyms are another retail tenant also struggling through the pandemic. Tulepan said 24 Fitness wouldn't even talk about paying the rent at the Catalina Centre in Boynton Beach, which the company also owns, leading to an April lawsuit against the national gym company. Retail brokers said landlords are keeping an eye on large retailers trying to push landlords around, especially smaller landlords without the sophistication to stand their ground. But Tom Prakas, a restaurant and retail broker in Boca Raton, said it's hard to stand up to a major tenant that leases so much space, such as Cheesecake Factory. About SAKS & Co. Saks & Company LLC owns and operates stores that sell apparel, shoes and bags for men and women. SEMILEDS CORPORATION: Reports $513K Net Loss for Third Quarter -------------------------------------------------------------- SemiLEDs Corporation reports its financial results for the third quarter of fiscal year 2020, ended May 31, 2020. Revenue for the third quarter of fiscal 2020 was $1.6 million, a 2% increase compared to $1.5 million in the second quarter of fiscal 2020. GAAP net loss attributable to SemiLEDs stockholders for the third quarter of fiscal 2020 was $513,000, compared to a gain of $348,000 in the second quarter of fiscal 2020, or a net loss of $0.14 per diluted share, compared to a net gain of $0.08 per diluted share for the second quarter of fiscal 2020. GAAP gross margin for the third quarter of fiscal 2020 was 27%, compared with gross margin for the second quarter of fiscal 2020 of 36%. Operating margin for the third quarter of fiscal 2020 was negative 47%, compared with negative 26% in the second quarter of fiscal 2020. The Company's cash and cash equivalents was $2.5 million at May 31, 2020, compared to $3.2 million at the end of the second quarter of fiscal 2020. The Company is unable to forecast revenue for the fourth quarter ending Aug. 31, 2020 at this time given the uncertain impact of COVID-19 on the economy and the Company. 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 May 31, 2020, the Company had $14.67 million in total assets, $12.04 million in total liabilities, and $2.63 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. SKILLSOFT CORP: Moody's Rates $60MM Secured Credit Facilities 'Ba1' ------------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Skillsoft Corporation (DIP)'s $60 million of senior secured super-priority debtor-in-possession (DIP) credit facilities, consisting of a $60 million delayed draw term loan as per an Interim Order approved by the US Bankruptcy Court for the District of Delaware on June 16, 2020 and Final Order approved July 6, 2020[1]. The rating primarily reflects the structural features of the DIP facility and the collateral coverage available to the DIP lenders. Proceeds of the facilities will be used for general corporate purposes including working capital as well as to fund adequate protection payments, transaction fees and expenses associated with the DIP facility and ongoing bankruptcy process. Skillsoft filed for bankruptcy protection under Chapter 11 on June 14, 2020. Moody's withdrew all previous ratings for Skillsoft following the Chapter 11 bankruptcy filing. The current rating is being assigned on a point-in-time basis and will not be monitored going forward and therefore no outlook will be assigned. The rating will be subsequently withdrawn. The following rating was assigned: Issuer: Skillsoft Corporation (DIP) $60 million super priority senior secured term loan, rated Ba1 RATINGS RATIONALE The Ba1 rating assigned to Skillsoft's DIP facilities reflects the super priority status and structural protections of the DIP facilities, its modest size relative to pre-petition claims, and the strong collateral coverage available to the DIP lenders. The rating is constrained by the nature of the collateral which is heavily weighted toward intangible assets and thus reliant on Skillsoft as a going concern with potentially volatile or declining valuation. The rating also considers the indirect nature of the liens on some of the company's assets, the company's existing accounts receivable financing facility and the cash flow of the company during the bankruptcy proceedings. Background The bankruptcy was largely driven by the high debt load resulting from the company's 2014 leveraged buyout and subsequent acquisition of SumTotal Systems. The debt burden was compounded by difficulties in integrating and reinvesting in the SumTotal assets and significant competitive pressures within the enterprise learning management market. Skillsoft remains profitable on an un-levered basis though revenues and EBITDA have declined in recent years. Collateral The DIP facilities have a super priority claim on the domestic assets of Skillsoft Corporation as well as liens on 65% of the stock of foreign subsidiaries. The U.S. assets generated the majority of total revenues and EBITDA in fiscal 2020. The DIP facilities do not have leverage or fixed charge coverage maintenance covenants, although disbursement could be adversely affected if Skillsoft is not performing within an acceptable margin to its approved budget. The $60 million term loan DIP is effectively providing liquidity to the US operations to ensure sufficient working capital funding and funding for ongoing restructuring activities. Skillsoft provides cloud-based e-learning and human capital management software solutions for enterprises, government, and education customers through its Skillsoft, Percipio and SumTotal businesses. Headquartered in Nashua, New Hampshire, Skillsoft generated revenues of approximately $514 million in the LTM period ended January 31, 2020. The principal methodology used in this rating was Debtor-in-Possession Lending published in June 2018. SKILLSOFT CORPORATION: Hires Richards Layton as Co-Counsel ---------------------------------------------------------- Skillsoft Corporation, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Richards Layton & Finger, as co-counsel to the Debtors. Skillsoft Corporation requires Richards Layton to: a) assist in preparing all petitions, motions, applications, orders, reports, and papers necessary or desirable to commence one or more cases under the Bankruptcy Code; b) advise the Debtor of its rights, powers, and duties as a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code; c) assist in preparing on behalf of the Debtors all motions, applications, answers, orders, reports, and papers in connection with the administration of the Debtors' estate; d) take all necessary actions to protect and preserve the Debtor's estate, including the prosecution of claims and causes actions on the Debtor's behalf, the defense of actions commenced against the Debtor in the Chapter 11 Case, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor; e) assist in preparing on behalf of the Debtor all motions, applications, answers, orders, reports, and papers in connection with the administration of the Debtor's estate; f) assist in preparing a disclosure statement and any related documents and pleadings necessary to solicit votes on any plan of reorganization proposed by the Debtor; g) assist in preparing any plan of reorganization; h) prosecute on behalf of the Debtor any proposed plan and seeking approval of all transactions contemplated therein and in any amendments thereto; and i) perform all other necessary legal services in connection with the prosecution of this Chapter 11 Case. Richards Layton will be paid at these hourly rates: Directors $750 to $1,050 Counsels $650 to $700 Associates $400 to $550 Paraprofessionals $295 In the 90 days prior to the Petition Date, Richards Layton received wire retainer deposits from the Debtors totaling $450,000. Richards Layton will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark D. Collins, a partner of Richards Layton & Finger, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Richards Layton can be reached at: Mark D. Collins, Esq. Amanda R. Steele, Esq. Christopher M. De Lillo, Esq. RICHARDS LAYTON & FINGER, P.A. One Rodney Square, 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 About Skillsoft Corporation Skillsoft -- http://www.skillsoft.com/-- delivers online learning, training, and talent solutions to help organizations unleash their edge. Leveraging immersive, engaging content, Skillsoft enables organizations to unlock the potential in their best assets -- their people -- and build teams with the skills they need for success. Empowering millions of learners and counting, Skillsoft democratizes learning through an intelligent learning experience and a customized, learner-centric approach to skills development with resources for Leadership Development, Business Skills, Technology & Development, Digital Transformation, and Compliance. SumTotal provides a unified, comprehensive Learning and Talent Development suite that delivers measurable impact across the entire employee lifecycle. With SumTotal, organizations can build a culture of learning that is critical to growth, success, and business sustainability. SumTotal's award-winning technology provides talent acquisition, onboarding, learning management, and talent management solutions across some of the most innovative, complex and highly regulated industries, including technology, airlines, financial services, healthcare, manufacturing, and pharmaceuticals. Skillsoft and SumTotal are partners to thousands of leading global organizations, including many Fortune 500 companies. The company features three award-winning systems that support learning, performance and success: Skillsoft learning content, the Percipio intelligent learning experience platform, and the SumTotal suite for Talent Development, which offers measurable impact across the entire employee lifecycle. On June 14, 2020, Skillsoft Corp. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11532). The Debtors tapped Weil Gotshal & Manges LLP, as counsel; Richards Layton & Finger, as co-counsel; Stikeman Elliott LLP, as special Canadian counsel; William Fry, as Irish law advisor; FTI Consulting, Inc., as financial advisor; Houlihan Lokey Capital, Inc., as investment banker; AlixPartners, LLP, as financial advisor; and Kurtzman Carson Consultants LLC, as administrative advisor. SKILLSOFT CORPORATION: Seeks to Hire Weil Gotshal as Counsel ------------------------------------------------------------ Skillsoft Corporation, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Weil Gotshal & Manges LLP, as counsel to the Debtors. Skillsoft Corporation requires Weil Gotshal to: a. take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalves, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, the preparation of objections to claims filed against the Debtors' estates, and advising with respect to the Debtors' affiliates and all related matters; b. prepare on behalf of the Debtors, as debtors in possession, all necessary motions, applications, answers, orders, reports and other papers in connection with the administration of the Debtors' estates; c. take all necessary actions in connection with any chapter 11 plan and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; and d. perform all other necessary legal services in connection with the prosecution of these chapter 11 cases. Weil Gotshal will be paid at these hourly rates: Members and Counsel $1,100 - $1,695 Associates $595 - $1,050 Paraprofessionals $250 - $435 During the 90-day period prior to the Petition Date, Weil Gotshal received payments and advances in the amount of $12,365,998. Weil Gotshal has a remaining credit balance in favor of the Debtors for future professional services to be performed, and expenses to be incurred, in connection with the chapter 11 cases in the amount of $906,804. Weil Gotshal will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. Weil Gotshal did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; b. None of Weil Gotshal's professionals included in this engagement have varied their rate based on the geographic location for these chapter 11 cases; c. Weil Gotshal was engaged by the Debtors in December 2018. The billing rates and material financial terms of Weil Gotshal's engagement have not changed postpetition from the prepetition arrangements or rates established in October 2019; and d. Weil Gotshal is developing a prospective budget and staffing plan for these chapter 11 cases. Weil Gotshal and the Debtors will review such budget following the close of the budget period to determine a budget for the following period. Gary T. Holtzer, partner of Weil Gotshal & Manges LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Weil Gotshal can be reached at: Gary T. Holtzer, Esq. Robert J. Lemons, Esq. Katherine Theresa Lewis, Esq. WEIL GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 About Skillsoft Corporation Skillsoft -- http://www.skillsoft.com/-- delivers online learning, training, and talent solutions to help organizations unleash their edge. Leveraging immersive, engaging content, Skillsoft enables organizations to unlock the potential in their best assets -- their people -- and build teams with the skills they need for success. Empowering ¯million learners and counting, Skillsoft democratizes learning through an intelligent learning experience and a customized, learner-centric approach to skills development with resources for Leadership Development, Business Skills, Technology & Development, Digital Transformation, and Compliance. SumTotal provides a unified, comprehensive Learning and Talent Development suite that delivers measurable impact across the entire employee lifecycle. With SumTotal, organizations can build a culture of learning that is critical to growth, success, and business sustainability. SumTotal's award-winning technology provides talent acquisition, onboarding, learning management, and talent management solutions across some of the most innovative, complex and highly regulated industries, including technology, airlines, financial services, healthcare, manufacturing, and pharmaceuticals. Skillsoft and SumTotal are partners to thousands of leading global organizations, including many Fortune 500 companies. The company features three award-winning systems that support learning, performance and success: Skillsoft learning content, the Percipio intelligent learning experience platform, and the SumTotal suite for Talent Development, which offers measurable impact across the entire employee lifecycle. Weil Gotshal & Manges LLP, as counsel; Richards Layton & Finger, as co-counsel; Stikeman Elliott LLP, as special Canadian counsel; William Fry, as Irish law advisor; FTI Consulting, Inc., as financial advisor; Houlihan Lokey Capital, Inc., as investment banker; AlixPartners, LLP, as financial advisor; and Kurtzman Carson Consultants LLC, as administrative advisor. SLT HOLDCO: July 15 Deadline Set for Committee Questionnaires ------------------------------------------------------------- SLT Holdco, Inc. and its affiliate, which filed for Chapter 11 protection, authorize the United States Trustee to appoint an Official Committee of Unsecured Creditors in its bankruptcy case. The U.S. Trustee is seeking to appoint an official unsecured creditors committee in the bankruptcy cases and SLT Holdco, Inc. and Sur La Table, Inc. If a party wishes to be considered for membership on the Committee, it must complete a required Questionnaire and return it via email to Tina.L.Oppelt@usdoj.gov or via facsimile to the attention of Jeffrey M. Sponder at (973)645-5993. The completed Questionnaire must be received no later than Wednesday, July 15, 2020 at 1:00 p.m. Under the Bankruptcy Code, the Committee has the right to demand that the debtor consult with the Committee before making major decisions or changes, to request the appointment of a trustee or examiner, to participate in the formation of a plan of reorganization, and in some cases, to propose its own plan of reorganization. About Sur La Table Sur La Table, Inc. -- https://www.surlatable.com -- is a privately held retail company that sells kitchenware products, including cookware, bakeware, kitchen tools, knives, small appliances, dining and home products, coffee and tea, food, and outdoor cookware. SLT Holdco, Inc. and affiliate, Sur La Table, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Tex., Lead Case No. 20-18368) on July 8, 2020. The petition was signed by Jason Goldberger, chief executive officer. At the time of the filing, SLT Holdco estimated assets and liabilities of between $10 million to $50 million. Sur La Table estimated assets and liabilities of between $100 million to $500 million. Michael D. Sirota, Esq., Warren A. Usatine, Esq., David M. Bass, Esq., Jacob S. Frumkin, Esq. of Cole Schotz P.C. serve as counsel to the Debtors. SOLIC Capital is the Debtors' financial advisor and investment banker. A&G Realty Partners LLC acts as the Debtors' real estate advisor. Great American Group, LLC and Tiger Capital are the Debtors' sales consultant. Omni Agent Solutions is the Debtors' claims and noticing agent. SOJOURNER-DOUGLASS: Trustee Selling Baltimore Property for $649K ---------------------------------------------------------------- Charles R. Goldstein, the Trustee of Sojourner-Douglass College, Inc., asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of the real and personal property and property interests at 1020 Pier Pointe Landing, Baltimore, Maryland to Meredith Roe-Ranzenbach Watts for $649,000, subject to overbid. Since losing its accreditation, the Debtor actively pursued potential partnerships, joint ventures, sales, and other structures that will support the reinstatement of its accreditation. In May 2016, the Debtor listed its main campus as well as a secondary administrative building for sale, though such efforts ultimately proved unsuccessful. Since his appointment, the Trustee, in consultation with the Debtor, worked diligently to seek and cultivate offers from parties interested in purchasing some or substantially all of the Debtor's assets. Above and beyond his efforts to sell the Debtor's other real estate holdings due its distinctively residential nature, the Trustee took additional steps to market the Pier Pointe Property. Indeed, since September 2018, the Trustee, in conjunction with his efforts to sell substantially all of the Debtor's assets, employed two brokers to expose the Pier Pointe Property to the residential market process. The results of his efforts culminated in a Contract to purchase the Pier Pointe Property for $649,000. By the Motion, the Trustee asks entry of a final order papproving the sale of the Property, as set for the in the Residential Contract of Sale. In addition, the Trustee seeks approval of a payment of a 3% carve out of the purchase price. The secured lender has consented to the Carve Out. the Buyer has no relationship to the Debtor, the Trustee or other parties-in-interest to the case. The Trustee asks that the Court authorizes the Proposed Sale to the Buyer, or to such other party submitting, a higher and/or better offer, free and clear of all liens, claims, encumbrances or other interests. As of the date of the filing of this Motion, no higher and/or better offers for the Pier Pointe Property has been submitted to the Trustee. Accordingly, the Trustee asks approval of the Proposed Sale, subject to higher and/or better offers, pursuant to an order entered by the Court, with the opportunity for a hearing upon the submission of a higher and/or better bid prior to the Objection Deadline, and the filing of any objections in accordance with the Notice of Sale & Hearing being served contemporaneously. The salient terms of the Sale are: a. Sale Price: $649,000 b. Closing: July 15, 2020 c. Bid Deadline: July 2, 2020 d. Deposit: $5,000 e. Relief from Bankruptcy Rule 6004(h): The provision is included in the Trustee's business judgment and is in the best interests of all parties. The $3,000 of the sale proceeds will be allocated to satisfy in full about $20,000 outstanding assessments claimed by The Pierhomes at Harborview, A Condominium. The allocation is in the best interests of the estate as it resolves any potential claims and disputes concerning the association's alleged liens. The Broker will receive an estimated $29,850 on account of its commission, administrative fee, and reimbursement for costs pursuant to the listing agreement, which is included in the Trustee's business judgment and is in the best interests of all parties. The Broker Commission, together with all other costs of sale, to be paid at Settlement without further Order of the Court. Pursuant to the Contract, by and through the Trustee and Buyer and dated May 14, 2020, the Buyer has agreed to pay the Trustee $649,000 in exchange for fee simple good and marketable title of the Property. The interests, land, building, other improvements, and chattels constituting the Pier Pointe Property are being sold, and will be conveyed to Buyer in "as is" condition. The Contract is contingent on Purchaser upon the Buyer obtaining a conventional loan secured by the Pier Pointe Property in the amount of $519,200. In accordance with the Contract, closing of the sale will occur no later than July 15, 2020, unless otherwise agreed to by the parties and after entry of an order by the Court approving the sale of the Property. The proposed sale is subject to higher and better offers. Any party that wishes to submit a higher and better offer (an “Overbid”) may file an objection prior to the objection deadline and must contemporaneously provide to the Trustee: (i) an executed contact; (ii) a $5,000 refundable deposit, paid by cashier's check; and (iii) proof of ability to close. The first Overbid must be at least $10,000 over the contemplated sales price and any subsequent overbid will be in increments of at least $10,000. The Trustee asks authority to transfer the Pier Pointe Property to the Buyer, free and clear of all liens, claims, encumbrances and interests, subject to higher and/or better offers. In order to allow the Buyer to immediately close on the transaction contemplated by the Agreement, the Debtor asks that any sale order be effective immediately by providing that the 14-day stay set forth in Bankruptcy Rule 6004(h) be waived. A copy of the Agreements is available at https://tinyurl.com/ya2eucbh from PacerMonitor.com free of charge. About Sojourner-Douglass College Sojourner Douglass College was an American private college organized around an Afrocentric focus of study. The college was formerly known as Homestead-Montebello Center of Antioch University. The college was established in 1972 and is based in Baltimore, Maryland. The College's accreditation was revoked by the Middle States Association of Colleges and Schools effective June 30, 2015, and the College remains closed for instruction. Sojourner-Douglass College, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-12191) on Feb. 21, 2018. In the petition signed by Charles W. Simmons, president, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in debt. The Hon. Robert A. Gordon is the case judge. The Debtor is represented by Anu Kmt, Esq. at Kemet Hunt Law Group, Inc. TAYLOR BUILDING: $14.8K Sale of Kenworth T270 Truck Confirmed ------------------------------------------------------------- Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania confirmed Taylor Building Products, LLC's private sale of its 2012 Kenworth T270 26-foot flatbed truck, VIN 2NKHHM6X6CM327709, to American Roofing, Inc. for $14,800. A telephonic hearing on the Motion was held on July 9, 2020 at 10:00 a.m. The sale is free and divested of liens, with such liens to be transferred to the proceeds of sale. After due notice to the claimants, lien creditors, and interest holders, and no objection having been made or, if made, resolved/overruled, the incidental and related costs of sale and of the within bankruptcy proceeding, will be paid in advance of any distribution to said lien creditors, if any. The Buyer will be responsible for any and all sales tax associated with the sale as well as any and all costs associated with the transfer of title to said Vehicle. The sale of the Vehicle in "as is, where is" condition, without representations or warranties of any kind whatsoever. The Buyer will remit payment to counsel for the DIP, Spence, Custer, Saylor, Wolfe & Rose, LLC, by certified check or wire transfer. The sale proceeds will be disbursed in accordance with the Motion. The Movant will serve a copy of the within Order on each Respondent (i.e., each party against whom relief is sought) and its attorney of record, if any, upon any attorney or party who answered the motion or appeared at the hearing, the attorney for the Debtor, the Purchaser, and the attorney for the Purchaser, if any, and file a certificate of service. The closing will occur within 30 days of the Order, and the Movant will file a report of sale within seven days following closing. About Taylor Building Products Taylor Building Products LLC, a privately held company that provides concrete building products, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-70426) on July 15, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. Judge Jeffery A. Deller oversees the case. Spence, Custer, Saylor, Wolfe & Rose, LLC is the Debtor's bankruptcy counsel. TIMOTHY SCHMIDT: $169K Sale of Interest in Norwalk Property Okayed ------------------------------------------------------------------ Timothy Schmidt and Dina Schmidt ask the U.S. Bankruptcy Court for the Southern District of New York to authorize the sale of their interest in 8 Elmcrest Terrace, Unit 102, Norwalk, Connecticut to Kalliopi Fillippidis for $169,000. A hearing on the Motion was held on July 10, 2020 at 10:00 a.m. The Debtor is authorized to consummate the sale of the Property pursuant to the Contract. The sale is free and clear of all Liens and Claims, with all such Liens and Claims to attach to the proceeds of the sale. The Debtors are authorized to satisfy any uncontested liens, security interests, other property interests, and encumbrances against or in the Property at or as soon as practicable after the closing of the Sale, including (i) any outstanding mortgages (ii) any outstanding real estate property taxes, (iii) any transfer and recording fees or taxes, (iv) any outstanding electricity, gas, water or other utility usage fees, (v) other standard and necessary costs, fees, taxes and charges associated with the closing of the sale of the Property. The net proceeds of the Sale after the closing will be transferred to the Debtors' counsel's escrow account; provided, that the Debtors are authorized to pay from the Sale proceeds (a) the real estate broker's contractual commission and (b) reasonable and customary closing costs. The Debtors' counsel will file a Closing Report within 10 days of the sale transaction closing. The 14-day stay of the Order under Bankruptcy Rule 6004(h) is waived, for cause, and the Order is effective immediately upon its entry. Timothy Schmidt and Dina Schmidt sought Chapter 11 protection (Bankr. S.D. N.Y. Case No. 19-23483) on Aug. 16, 2019. The Debtors tapped Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP as counsel. TOWN HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Town Hospitality Group, Inc. DBA Sindlers DBA The Waterford Inn 386 Commercial Street Provincetown, MA 02657 Business Description: Town Hospitality Group, Inc. operates in the hotels and motels industry. Chapter 11 Petition Date: July 14, 2020 Court: United States Bankruptcy Court District of Massachusetts Case No.: 20-11496 Judge: Hon. Janet E. Bostwick Debtor's Counsel: David B. Madoff, Esq. MADOFF & KHOURY LLP 124 Washington Street, Suite 202 Foxborough, MA 02035 Tel: 508-543-0040 Email: alston@mandkllp.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by James Derosier, 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/nP7HZj TUESDAY MORNING: Store Closing Sales Ongoing -------------------------------------------- Home World Business reports that retailer Tuesday Morning started store closing sales at a select group of 130 locations in the U.S. in June. Great American Group is conducting the sales under bankruptcy court auspices, according to its parent company B. Riley Financial. Tuesday Morning intends to identify an additional 100 stores for closure in the near future, and Great American Group will also conduct store closing sales in those locations. In the closings, customers can expect initial discounts of up to 30% off original prices on all in-store merchandise. Sales at the closing store locations will continue for about 10 weeks or until all merchandise at each location sells out. The sales at designed locations will include store furniture, fixtures and equipment, B. Riley stated. As authorities roll back movement and shopping restrictions instituted due to the COVID-19 outbreak, Tuesday Morning has reopened more than 80% of its locations and continues to reopen locations as state and local mandates allow. The retailer will continue to operate retail locations it intends to retain throughout the restructuring process, which under current plans will total about 550 stores. Tuesday Morning filed for Chapter 11 bankruptcy production in May 2020, citing business pressures related to the COVID-19 pandemic. About Tuesday Morning Tuesday Morning Corporation -- http://www.tuesdaymorning.com/-- is a closeout retailer of upscale home furnishings,housewares, gifts and related items. It operates under the trade name "Tuesday Morning" and is one of the original "off-price" retailers specializing in providing unique home and lifestyle goods at bargain values. Based in Dallas, Texas, Tuesday Morning operated 705 stores in 40 states as of Jan. 1, 2020. Tuesday Morning Corporation and six affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-31476) on May 27, 2020. Tuesday Morning disclosed total assets of $92,000,000 and total liabilities of $88,350,000 as of April 30, 2020. The Hon. Harlin Dewayne Hale is the case judge. The Debtors tapped Haynes and Boone, LLP, as general bankruptcy counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus & Co., Inc. as investment banker; A&G Realty Partners, LLC as real estate consultant; and Great American Group, LLC as liquidation consultant. Epiq Corporate Restructuring, LLC is the claims and noticing agent. TWO HANDS: March 31 Quarterly Results Cast Going Concern Doubt -------------------------------------------------------------- Two Hands Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $2,452,290 on $0 of sales for the three months ended March 31, 2020, compared to a net loss of $1,638,972 on $0 of sales for the same period in 2019. At March 31, 2020, the Company had total assets of $1,323,771, total liabilities of $1,519,151, and $1,748,380 in total stockholders' deficit. The Company said, "During the three months ended March 31, 2020, the Company incurred a net loss of $2,452,290 and used cash in operating activities of $129,722, and at March 31, 2020, had stockholders' deficit of $1,748,380. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that the financial statements are issued. The Company will be dependent upon the raising of additional capital through placement of its common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this situation. The Company is unable to predict the effect, if any, that the coronavirus COVID-19 global pandemic may have on its access to the financing markets. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might result from this uncertainty. We are currently funding our operations by way of cash advances from our Chief Executive Officer, note holders, shareholders and others; however, we do not have any oral or written agreements with them or others to loan or advance funds to us. There can be no assurances that we will be able to receive loans or advances from them or other persons in the future." A copy of the Form 10-Q is available at: https://is.gd/qmoQl3 Two Hands Corporation, through its subsidiary, I8 Interactive Corporation, engages in the research and development of Two Hands co-parenting application that provides communication and organization between divorced parties. It provides Two Hands Gone, an encrypted private messaging application. The company was formerly known as Innovative Product Opportunities, Inc. and changed its name to Two Hands Corporation in September 2016. Two Hands Corporation was founded in 2009 and is based in Toronto, Canada. UNCLE BUD'S: Closes Murfreesboro, TN Location --------------------------------------------- Nancy DeGennaro of DNJ reports that restaurant Uncle Bud's closes its Murfreesboro, Tennessee location for good. "It has been a tough 3 or 4 months for all of us," a Facebook post by the company said. "We have struggled with a limited capacity dining room and staffing during this crisis. We haven't been able to operate at the level we all expect here at Uncle Bud's." The Middle Tennessee company's resources will instead be funneled into the Uncle Bud's location in Donelson, 2719 Old Lebanon Road, as well as the food truck, catering and delivery business. "The restaurant landscape has changed practically overnight, and we are adapting to it. Murfeesboro, we thank you for all you have done for us. We appreciate every single person who dined with us," the Facebook post said. The closure of Uncle Bud's restaurant is the third known eatery to shut down amid the wake of COVID-19. Due to the pandemic, Rutherford County restaurants closed to in-house dining in mid-March, but were allowed to reopen at half capacity at the end of April 2020. While some continued to offer takeout and delivery through third-party services, others were unable to fully recover. Murfreesboro's Old Chicago, a Colorado-born pizza restaurant and tap room, will not reopen after closing during the pandemic. The Franklin location remains open. About Uncle Bud's About Uncle Bud's is a home-family restaurant that is famous for serving fried chicken, delicious and tasty fried catfish, hand breaded chicken tenders, and seafood. UNIVERSAL HEALTH: MSPRC Buying Claims for $167.5K ------------------------------------------------- Soneet R. Kapila, as Liquidating Agent for the estates of Universal Health Care Group, Inc. ("UHC") and American Managed Care, LLC, asks the U.S. Bankruptcy Court for the District of Florida to authorize the sale of assets to Series 19-06-1054, a designated series of MSP Recovery Claims, Series LLC, together with its affiliates, successors, and assigns "MSPRC"), (i) for $165,000 and (ii) $2,500 for reimbursement of attorneys' fees to the counsel for the Liquidating Agent. Since being appointed, the Liquidating Agent has administered the Debtors' estates for the benefit of their creditors in accordance with his power and duties. Universal HMO of Texas, Inc., a Texas health maintenance organization, is a wholly owned subsidiary of UHC. UHC pledged its stock in Universal Texas to BankUnited, N.A. ("BU"), as administrative agent, to secure UHC's indebtedness. On April 18, 2013, Universal Texas was placed into receivership pursuant to Chapter 443 of the Texas Insurance Code. The Receiver was Kent Sullivan, the Commissioner of the Texas Department of Insurance. Prime Tempus, Inc. was the Special Duty Receiver of the Universal of Texas. The Universal Texas receivership was closed by order dated Jan. 23, 2020. On Oct.8, 2019, the Special Duty Receiver executed the Assignment of Assets, pursuant to which the Special Duty Receiver assigned all remaining assets of Universal Texas as follows: (i) 25% interest to the Liquidating Agent and (ii) 75% interest to BU. The Assignment specifically references Medicare Secondary Payer rights, among other assets. Universal Texas, a former Medicare Advantage Organization, previously the subject of the receivership proceeding described, and prior to its receivership was duly authorized by state or federal law and by and through Contract ID number H6642, entered into with the Centers for Medicare and Medicaid Services, including all exhibits, attachments, addenda, and amendments thereto, to pay for, provide, or arrange for the provision of medical and health care services or supplies to persons covered under Medicare. MSPRC is proposing to purchase any remaining claims held by Universal Texas against primary payers and any other parties or entities that may be responsible to Universal Texas, whether designated as a primary payer or otherwise, including but not limited to "Responsible Parties," as a result of such parties' failure to pay for health care services provided to any of Universal Texas' members or enrollees under the aforementioned CMS contract or as a result of the "Responsible Parties" liability under any theory of equitable or legal relief whereby Universal Texas may seek monetary or equitable relief with respect to health care services provided to any of Universal Texas' members or enrollees under its CMS Contract. Through the Motion, and in his capacity as assignee under the Assignment, the Liquidating Agent (along with BU) asks to sell the Claims to MSPRC in "as is" condition. He has conducted due diligence and remains unaware of any other party who expressed an interest in the purchase of the Claims. The Liquidating Agent, BU and MSPRC negotiated and executed a Claims Purchase and Assignment Agreement for the sale/assignment of the Claims. The Purchase Agreement provides (i) for a purchase price of $165,000 and (ii) $2,500 for reimbursement of attorneys' fees to the counsel for the Liquidating Agent in connection with obtaining approval of the Bankruptcy Court. The Purchase Price will be paid within seven days from the entry of an order approving the Purchase Agreement. MSPRC will disburse the Purchase Price between the Liquidating Agent and BU as follows: (i) BU - $123,750; (ii) Liquidating Trustee - $41,250; and (iii) Liquidating Trustee - $2,500 (reimbursement of fees and costs). In the Liquidating Agent's business judgment, the Purchase Price represents a fair and reasonable sales price for the Claims and represents the highest and best offer for the sale of the Claims. Additionally, the benefit of receiving immediate payment for the Claims, which are largely unknown, outweighs the potential benefit of retaining the Claims. Finally, the Liquidating Agent believes that the cost of pursuing the Claims will likely exceed the benefit that the Estate would possibly receive. To successfully implement the Purchase Agreement, the Liquidating Agent also asks a waiver of the fourteen-day stay under Bankruptcy Rule 6004(h). A copy of the Agreement is available at https://tinyurl.com/y7aje8pd from PacerMonitor.com free of charge. About Universal Health Care Group Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in a receivership. Universal Health Care estimated assets of up to$100 million and debt of less than $50 million in court filings in a Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser serves as counsel to the Debtor Soneet R. Kapila has been appointed the Chapter 11 Trustee in the Debtor's case. He is represented by Roberta A. Colton, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special conflicts counsel and E-Hounds, Inc., serves as a forensic imaging consultant to the Chapter 11 trustee. An affiliate, American Managed Care, LLC, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-05952) on May 3, 2015. See http://bankrupt.com/misc/flmb13-5952.pdf USA GYMNASTICS: Great American Objects to Disclosures and Plan -------------------------------------------------------------- Great American Assurance Company objects to USA Gymnastics's motion for an order approving the Disclosure Statement and Plan Confirmation Procedures. Great American points out that the Disclosure Statement fails to contain "adequate information" insofar as it fails accurately to inform creditors that the Settlement Election is based on a settlement that Debtors have not yet reached with the insurers. Great American further points out that and approval of the Disclosure Statement would be futile to the extent it describes a Plan that the Court cannot confirm because the insurers do not agree to make the Settlement Payment based on the terms of the First Amended Plan. Attorneys for Great American Assurance Company: James P. Ruggeri Joshua D. Weinberg Abigail W. Williams Shipman & Goodwin LLP 1875 K Street, NW, Suite 600 Washington, DC 20006 Tel: (202) 469-7750 E-mail: jruggeri@goodwin.com jweinberg@goodwin.com awilliams@goodwin.com - and - Michael M. Marick Karen M. Dixon Skarzynski Marick & Black LLP 353 North Clark Street, Suite 3650 Chicago, IL 60654 Tel: (312) 946-4235 E-mail: mmarick@skarzynski.com kdixon@skarzynski.com About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Indiana, USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges, as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals, and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training the United States gymnastics teams for the Olympics and World Championships. As of the Petition Date, USAG employs 53 individuals, nearly all of whom work for USAG full-time. USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. USAG was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The petition was signed by James Scott Shollenbarger, chief financial officer. The Hon. Robyn L. Moberly is the case judge. USAG tapped Jenner & Block LLP as counsel; Hilder & Associates, P.C., as ordinary course counsel; Alfers GC Consulting, LLC, and Scramble Systems, LLC, as business consulting services providers; and OMNI Management Group, Inc. as claims agent. USA GYMNASTICS: National Casualty Objects to Disclosures and Plan ----------------------------------------------------------------- National Casualty Company, an insurance company that issued certain policies of Commercial General Liability insurance to the Debtor, and other joining insurers, including Virginia Surety Company, Inc. f/k/a Combined Specialty Insurance Company, submit this objection to the USA Gymnastics’s Motion for Order Approving the Disclosure Statement and Plan Confirmation Procedures. According to NCC, without any prior notice to its insurance companies, the Debtor submitted to the Court for approval a proposed "either/or" Plan to its creditors. NCC points out that as of the date of the filing of this objection, the Debtor has not responded to the insurers’ most recent comments on the Plan which need to be incorporated in to the Plan (so it can accommodate a settlement) and Disclosure Statement. NCC asserts that in addition to the shortcomings in the Disclosure Statement and Plan that undermine the ability to effectuate a settlement, the Debtor has added provisions into the Plan that are simply counter to, and anathema to, any settlement proposal made by any Insurer. NCC complains that the Debtor proposes and discloses that it intends to allocate the $219,750,000.00 Insurance Settlement Amount as follows: $215,000,000 for payment of Abuse Claims, and allocate the remaining $4,750,000 of the Insurance Settlement Amount to pay itself for the alleged Insurance Reimbursement Claims. The insurers have had no involvement in the proposed allocation and take no position on the allocation, which will be subject to court approval. According to NCC, soliciting the Plan based on the original Disclosure Statement would be a waste of time, money and effort, as it does not describe any settlement that might actually be approved by the insurers. NCC points out that the Disclosure Statement on file should not be approved because it fails to provide adequate information as required by section 1125 of the Bankruptcy Code and proposes to solicit a plan that does not reflect the terms insurers will require in order to provide a meaningful Settlement Election option to Abuse Claimants. NCC asserts that the As-Filed Disclosure Statement Fails to Provide Adequate Information About Critical Agreements That Have Not Yet Been Reached, and About What is Necessary to Reach Those Agreements. Counsel for National Casualty Company: Carl N. Kunz, III MORRIS JAMES LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Tel: (302) 888-6811 Fax: (302) 571-1750 (Fax) E-mail: ckunz@morrisjames.com About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Indiana, USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges, as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals, and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training the United States gymnastics teams for the Olympics and World Championships. As of the Petition Date, USAG employs 53 individuals, nearly all of whom work for USAG full-time. USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The petition was signed by James Scott Shollenbarger, chief financial officer. The Hon. Robyn L. Moberly is the case judge. USAG tapped Jenner & Block LLP as counsel; Hilder & Associates, P.C., as ordinary course counsel; Alfers GC Consulting, LLC, and Scramble Systems, LLC, as business consulting services providers; and OMNI Management Group, Inc. as claims agent. USA GYMNASTICS: Non-Committee Claimants Object to Disclosures ------------------------------------------------------------- Dr. Erin Kaufman, M. Doe, Kelly Doe, and Rylee Daugherty (collectively, the "Non-Committee Claimants") submitted a joinder and separate statement in support of: (i) the United States Trustee's Objection to Debtor's Motion for Order Approving the Disclosure Statement and Plan Confirmation Procedures filed by Nancy J. Gargula, the United States Trustee for Region 10; (ii) the United States Trustee's Objection to Disclosure Statement for First Amended Chapter 11 Plan of Reorganization Proposed by USA Gymnastics. Of particular concern to the Non-Committee Claimants are the provisions in the Plan and the information provided in the Disclosure Statement concerning the extraordinary and unwarranted relief proposed to be provided to the United States Olympic & Paralympic Committee (the "USOC") -- a release of its independent liability to tort claimants -- and of the insurance companies that issued separate policies to the USOC only. The Non-Committee Claimants do, however, have strong separate claims against the USOC. For example, Non-Committee Claimant M. Doe was abused by Marvin Sharp, a USAG coach who was also the head coach for the United States at the 2011 Pan American Games – which are among the competitions over which the USOC has "exclusive jurisdiction." Bankruptcy Counsel for the Non-Committee Claimants: Robert J. Pfister (Indiana Bar No. 23250-02) KTBS LAW LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, California 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 Email: rpfister@ktbslaw.com About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Indiana, USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges, as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals, and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training the United States gymnastics teams for the Olympics and World Championships. As of the Petition Date, USAG employs 53 individuals, nearly all of whom work for USAG full-time. USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The petition was signed by James Scott Shollenbarger, chief financial officer. The Hon. Robyn L. Moberly is the case judge. USAG tapped Jenner & Block LLP as counsel; Hilder & Associates, P.C., as ordinary course counsel; Alfers GC Consulting, LLC, and Scramble Systems, LLC, as business consulting services providers; and OMNI Management Group, Inc., as claims agent. VENUS CONCEPT: Boris Vaynberg No Longer Serves as CTO ----------------------------------------------------- Boris Vaynberg, Venus Concept Inc.'s chief technology officer separated from service with the Company, effective July 9, 2020. About Venus Concept Toronto, Ontario-based Venus Concept Inc. is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related practice enhancement services. The Company's aesthetic systems have been designed on a cost-effective, proprietary and flexible platform that enables the Company to expand beyond the aesthetic industry's traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. In the years ended Dec. 31, 2019 and in 2018, a substantial majority of its systems delivered in North America were in non-traditional markets. Venus Concept incurred a net loss of $42.29 million in 2019 following a net loss of $14.21 million in 2018. As of March 31, 2020, Venus Concept had $155.26 million in total assets, $108.68 million in total liabilities, and $46.57 million in stockholders' equity. MNP LLP, in Toronto, Canada, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company has reported recurring net losses and negative cash flows from operations, which raise substantial doubt about the Company's ability to continue as a going concern. VERITAS FARMS: Signs MOU to Exclusively License Extraction Tech --------------------------------------------------------------- Veritas Farms, Inc., has signed a Memorandum of Understanding with an international technology company to exclusively license and bring a proprietary extraction technique to the domestic U.S. hemp industry. The proprietary patent pending extraction process utilizes water soluble technology to extract the natural full-spectrum essence of the hemp plant, including all of its cannabinoids, terpenes and flavonoids. The technology, demonstrated to be effective in Canada on other types of agricultural products, provides extracts that are more easily absorbed by the human body due to their stable micro-molecular structure, and greatly improves the efficiency, sustainability and cleanliness of extraction processes by eliminating the use of solvents. Additionally, the Company believes that water-based extraction offers users the opportunity to improve the bottom line by providing longer shelf life and lower up-front costs by reducing the steps and components required to extract full spectrum hemp oil. The proprietary extraction technology is currently being further tested at the Company's Pueblo, Colorado facility where on-going validation studies are being performed. Alexander M. Salgado, CEO of Veritas Farms, believes "the validation of this technology could potentially result in a paradigm shift in the extraction and formulation of whole hemp plant products sold in the U.S." About Veritas Farms Veritas Farms is a vertically-integrated agribusiness focused on producing, marketing, and distributing whole plant, full spectrum hemp oils and extracts containing naturally occurring phytocannabinoids. Veritas Farms owns and operates a 140-acre farm in Pueblo, Colorado, capable of producing over 200,000 proprietary full spectrum hemp plants containing naturally occurring phytocannabinoids which can potentially yield a minimum annual harvest of over 200,000 pounds of outdoor-grown industrial hemp. Veritas Farms reported a net loss of $11.15 million for the year ended Dec. 31, 2019, compared to a net loss of $3.83 million for the year ended Dec. 31, 2018. Prager Metis CPA's LLC, in Hackensack, New Jersey, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 14, 2020 citing that the Company has sustained substantial losses from operations since its inception. As of and for the year ended Dec. 31, 2019, the Company had an accumulated deficit of $19,074,608, and a net loss of $11,147,608. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. VERONI BRANDS: Has $127,000 Net Income for Quarter Ended March 31 ----------------------------------------------------------------- Veroni Brands Corp. filed its quarterly report on Form 10-Q, disclosing a net income of $126,965 on $1,140,685 of net revenue for the three months ended March 31, 2020, compared to a net loss of $2,959 on $1,039,356 of net revenue for the same period in 2019. At March 31, 2020, the Company had total assets of $1,700,338, total liabilities of $1,518,064, and $182,274 in total stockholders' equity. The Company disclosed that conditions exist that raise substantial doubt about its ability to continue as a going concern. Veroni Brands said, "The Company has generated revenue this year of approximately $1.1 million and has income of $126,965 for the three months ending March 31, 2020 and has an accumulated deficit of $780,035 since its inception. As of March 31, 2020, the Company had a cash balance available of $16,169 and working capital of $174,869, which is not sufficient to meet its operating requirements for the next twelve months. Therefore, the Company's ability to continue as a going concern is dependent on its ability to grow its revenue and generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required. The Company is continuing to evaluate various financing options in order to continue the funding of the expansion of its operations, the products being offered and its customer base." A copy of the Form 10-Q is available at: https://is.gd/7EoiW4 Veroni Brands Corp. imports, sells and distribes premium beverage, chocolate and snack products produced in Europe, engaging with both domestic and international well-known retailers so that its products are sold in thousands of stores in the United States. Veroni is also a supplier of confectionery and beverage products for major U.S. retailers under private label brands. Since adopting its current business plan in late 2017, the Company has been able to obtain and grow a distribution network, as well as contract with reliable suppliers. Veroni prides itself on its extensive market research with premium products, superior customer service, steady relationships with suppliers and retailers, and its success in developing private label collaborations and co-branded chocolate products. The Company was incorporated as "Echo Sound Acquisition Corporation" on December 7, 2016 under the laws of the State of Delaware. In September 2017, the Company implemented a change of control by issuing shares to new stockholders, redeeming shares of existing stockholders, electing a new officer and director and accepting the resignations of its then existing officers and directors. The Company is headquartered in Bannockburn, Illinois. WALL TO WALL: Liquidates in Chapter 7 After Failing to Close Deal ----------------------------------------------------------------- Wall to Wall Tile & Stone, LLC, is proceeding in Chapter 7 liquidation after the Oregon Bankruptcy Court converted the case from Chapter 11. U.S. Bankruptcy Judge David W. Hercher on July 6 authorized the Chapter 7 trustee to sell 24 vehicles at public auction. The vehicles are collateral of Wells Fargo and are being sold with a 20% "carve out" of gross proceeds for the estate. The auctioneer, Commercial Industrial Auctions, will be paid a commission of "10% + 10% BP" of gross sales at auction and expenses not exceeding $7,000. The auction is scheduled for July 25 at 9:00 a.m. in Portland. A copy of the Notice of Auction is available at https://is.gd/Gvjy5C from PacerMonitor.com. Wall to Wall and its affiliates' cases were converted to Chapter 7, at the behest of the Official Committee of Unsecured Creditors, after the Debtors yet again failed to close a sale of substantially all of their assets. The Court had approved the sale of the Debtors' assets to Saxum Stone, LLC, for $6,900,000. Saxum initially offered $7,150,000, outbidding Ginn Surfaces LLC, which offered $6,900,000. The Saxum deal was later revised to reduce the Saxum Bid Amount to $6,900,000. The approval order provided that $5,730,781 of the sale proceeds must be paid at closing to Wells Fargo. Saxum had until April 2 at 5 p.m. to close the sale. Ginn was designated as the backup bidder. On April 2, Saxum informed the Court it has determined that the Debtors have failed to comply with covenants and conditions, including failure of their representations and warranties, as provided for in the Agreement for Sale and Purchase of Business Assets. Therefore, Saxum did not close the purchase transaction. The Unsecured Creditors Committee sought appointment of a chapter 11 trustee for the Debtor, saying the Debtors cannot successfully manage their operations going forward for the three reasons: 1. The Debtors are operating with no management, in spite of the Committee offer for an appointment of a Chief Restructuring Officer as an alternative. 2. The Debtors' financial advisors, Edward Hostmann Inc., abruptly resigned on or around February 5, 2020. The events precipitating EHI's sudden resignation are unknown to the Committee. 3. The Debtors cannot afford to make that payment of approximately $230,000 to Wells Fargo to bring themselves back into compliance. The Debtors filed for chapter 11 in July 2019 to accomplish a quick sale and pay secured claims in full and provide a meaningful return to unsecured creditors. Baffco Enterprises, LLC, a prepetition lender to the Debtors, would supposedly submit a stalking horse bid but in September 2019, Baffco decided not to move forward with the sale. According to the Committee, its members -- creditors holding many millions of dollars of claims against the Debtors -- have no faith in the Debtors' current decision-making and management ability. The Court did not rule on the Trustee request. However, at a hearing on April 3, the Committee made an oral motion seeking Chapter 7 conversion of the case, which the Court granted. Amy E. Mitchell was appointed Chapter 7 trustee. About Wall to Wall Tile & Stone Based in Vancouver, Washington, Wall to Wall Tile & Stone, LLC -- http://walltowallcountertops.com/-- a granite and quartz stones supplier, and two affiliates filed a voluntary Chapter 11 petitions (Bankr. D. Oregon Lead Case No. 19-32600) on July 16, 2019. At the time of the filing, Wall to Wall Tile & Stone had estimated assets of between $10 million and $50 million and liabilities of the same range. David W. Hercher oversees the cases. The Debtors are represented by Timothy J. Conway, Esq., Michael W. Fletcher, Esq., Albert N. Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Ore. The U.S Trustee for Region 18 appointed a committee of unsecured creditors on July 26, 2019. The committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel, and Arch & Beam Global, LLC as its financial advisor. [*] Denver Restaurants That Won’t Reopen ------------------------------------------ Thomas Gounley, writing for Business Den, reports that in the middle of March 2020, Denver and other areas of the country, state and local orders barred restaurants from hosting dine-in patrons. That left only delivery and takeout, which many restaurants opted to skip. Industry officials immediately said many restaurants likely would not reopen. Three months later, here are the known closures in the Denver area. Some were announced in March, and others have become clear as dine-in restrictions have begun to ease locally. It's in reverse chronological order, so closures that became clear more recently are listed up top. Here's the list: Meadowlark Kitchen: A co-owner of the restaurant at 2705 Larimer St. in RiNo told BusinessDen in early June that it won't reopen. It opened in late 2014. Punch Bowl Social (Stapleton location): The Denver-based chain, whose locations are both restaurants and entertainment complexes, still expects to reopen its original location on Broadway. The Stapleton location opened in 2017. The Cereal Box: The cafe at 5709 Olde Wadsworth Blvd. in Arvada opened in 2017, and dished up wacky cereal combinations, including the bestseller "unicorn poop.' Co-owner Lori Hofer said the business’ lease was expiring and its landlord wanted to take over the space. Costa Vida (some locations): The Utah-based Mexican chain closed restaurants in Arvada and Stapleton in April. Rubio's Coastal Grill: The CEO of the California-based fish taco chain told BusinessDen in early June that its six Colorado locations — in Denver, Lakewood, Littleton, Aurora, Highlands Ranch and Broomfield — were done. Tony Roma's: Signage for the chain's location downtown at 1480 Arapahoe St. had been removed by early June. The restaurant, known for its steak and ribs, opened in early 2018. 12@Madison: 5280 reported in late May that chef-owner Jeff Osaka would not reopen his restaurant at 1160 Madison St. in Congress Park. It opened in late 2016. The Oceanaire Seafood Room: A representative for parent company Landry's told BusinessDen in late May that the chain's location at 1400 Arapahoe St. would not reopen. It had been there since July 2007. Morton's The Steakhouse: BusinessDen reported in late May that the chain, also owned by Landry's, had nixed its location downtown at 1745 Wazee St., along with some in other cities. Old Chicago Pizza & Taproom (Denver location): The chain, which filed for Chapter 11 bankruptcy protection in early March, confirmed the closure in mid-May. Tom's Diner: The diner at 601 E. Colfax Ave. in Denver had been planning to close in June, but that date was moved up when dine-in service was nixed, according to Westword. Next Stop Brewing Co.: OK, this one is a brewery, not a restaurant. Westword reported in mid-May the business at 925 W. 8th Ave., formerly known as the Intrepid Sojourner Beer Project, would close May 30, citing competition and COVID. La Cour: The French bistro, jazz club and art bar on South Broadway was located at 1643 S. Broadway. The owners now are trying to sell the real estate. Biju's Little Curry Shop: Biju’s briefly had three locations in Denver, but was down to one at 4279 Tennyson St. in Berkeley when owner Biju Thomas announced in early May that it wouldn’t reopen. Scratch Burrito & Happy Tap: The restaurant at 4262 N. Lowell Blvd. opened in 2013 and called it quits in late April after initially doing takeout as the pandemic set in, according to The Denver Post. 20th Street Cafe: The restaurant at 1123 20th St. had been in the same family and location since 1946. The owners said that, had it not been for the pandemic, they likely would have stayed open for two more years. Wendell's: The diner at 3838 Tennyson St. announced it was "indefinitely" closed on its Facebook page on March 17. The post didn’t explain why, but came as Denver's dine-in prohibition began. It opened in 2018. The Market at Larimer Square: The deli and small grocery at 1415 Larimer St. had been open for 42 years, and under the same ownership for the last 37. "I reinvented The Market every five years for 37 years, and I just wasn’t ready to reinvent myself again after closing," Mark Greenberg told BusinessDen. Euclid Hall: The restaurant at 1317 14th St. said in mid-March that it wouldn't reopen. Its lease was up in August, and ownership already had been looking to move, according to Westword. No new location has been announced. [*] Travel Companies at Risk of Bankruptcy Due to Covid-19 ---------------------------------------------------------- Victoria Simpson, writing for World Atlas, reports that the novel coronavirus pandemic is exacting a large economic toll worldwide. From declining revenues in real estate to clothing sales that have plummeted, many sectors are facing difficulty balancing the bottom line. This is especially the case in the travel industry. The number of American air travellers has hit its lowest point since about the 1950s, and that was the dawn of the jet age. According to the CAPA Center for Aviation, a source of market intelligence for the aviation and travel industry, the majority of airlines in the entire world will actually soon be bankrupt if governments do not intervene to help. Cruise lines are also facing economic hardship, as are hotel chains large and small, rental car companies and tour guides. Here are some travel companies facing the worst. Airlines * Avianca – It filed bankruptcy in U.S. courts in May 2020 This airline is the second-largest carrier in all of Latin America, and has had more than 80% of its income slashed from the coronavirus pandemic. So far, Avianca has filed for Chapter 11 bankruptcy protection, which allows the company to postpone paying its debts to creditors, essentially buying it some time before folding completely (or sticking around). * Flybe – It is one of Europe's biggest regional air carriers. Flybe grounded all of its flights on March 5, 2020, and the company has ceased all trading. The company's webpage does not offer much more information than that but says potential passengers should not go to the airport to board a Flybe flight as they are no longer flying, unless the flight is being operated by Flybe's partners, Eastern Airways or Blue Islands. * LATAM – At present, it is the largest air carrier to file for bankruptcy, and did so on May 26, 2020. The company has announced it is undergoing "reorganization to ensure long-term sustainability", which involves the restructuring of debt under Chapter 11 protection in the US, the same help that Avianca is hoping to obtain. LATAM is doing so with the support of the Cueto and Amaro families as well as Qatar Airways, which form two of the largest shareholders of LATAM. The company says that limited passenger and cargo flights will continue to operate as it reorganizes itself economically. LATAM has branches operating in Chile, Colombia, Peru, Ecuador, Argentina, Brazil, Paraguay, and the US. * Virgin Australia - Richard Branson, Virgin Australia's owner, asked the Australian government for financial help amid the pandemic, but was denied a bailout, and on April 21 the company filed for bankruptcy. The airline is Australia's second-largest behind Qantas, and is owned by Virgin Group which also jointly owns Delta Air Lines in the US. Branson has offered up his own private island in the British Virgin Islands as a collateral for a large loan of about $3.2 billion. If Virgin collapses, Qantas may have a monopoly over Australia's domestic aviation market. Cruise Lines * Norwegian - Norwegian Cruise Lines warned investors in early May that it may go out of business. The company said it has taken out millions of dollars in loans and has enough to weather through twelve months without voyages, but that was not enough to convince its investors. The company's shares fell by 19% right after filing with the U.S. Securities and Exchange Commission. Nonetheless, Norwegian, which is based in Miami, said that it intends to follow through with plans to add nine additional ships to its fleet by 2027. * Luminous Cruise - This company run out of Japan provides tourists with buffets and views of the city of Kobe as a restaurant ship. In early March 2020, it filed for bankruptcy citing cancellations in connection with the coronavirus. Luminous Cruise is one of the largest restaurant cruise ships in Japan running both daytime and nighttime voyages in Kobe's port. You can still make reservations online, but whether the floating restaurant will continue to operate far into the future remains to be seen. Will Things Pick Up? The pandemic will not last forever, but how long it will take for economies around the world to recover is uncertain. In addition to air and cruise lines, companies such as hotel chains and rental car services are also feeling the enormous dip of customers in the travel industry. Hertz car rental company filed for bankruptcy on May 22, 2020 and laid off 10,000 of its North American employees in April. Without firm government forecasts for opening up, those in industries like the hotel sector say it remains difficult for prospective tourists to make any plans, and this is developing into a huge debt problem. Economists are forecasting V-shaped, L-shaped, and U-shaped recoveries to the US economy, but what happens all depends on the path the novel coronavirus takes. [] Private Equity Partner Cochran Joins Kilpatrick Townsend ----------------------------------------------------------- Michael J. Cochran has joined Kilpatrick Townsend & Stockton as a partner in Atlanta, the firm has announced. Mr. Cochran will be a member of Kilpatrick Townsend's Corporate Department and Co-Chair the firm's expanding Private Equity team. He comes to the firm from Dentons, where he previously had served as Chair of the U.S. Corporate Practice. "I have known many of Kilpatrick Townsend's outstanding lawyers for nearly three decades and I am proud to say that I was a firm client when I founded my Atlanta-based private equity firm early in my career," said Mick Cochran. "In fact, my lead attorneys are still at the firm -- David Stockton, Ben Barkley, and Lynn Fowler. I know firsthand the firm's dedication to client service. Being able to leverage the firm's world-class Technology and Bankruptcy & Financial Restructuring practices will enhance my ability to better serve my growing investor client base." "We welcome Mick to Kilpatrick Townsend though it feels more like a homecoming," said Ben Barkley, Kilpatrick Townsend Corporate Department Chair. "Mick's addition presents us with a unique opportunity to grow our already robust private equity practice with a partner who is well known to many of our existing corporate partners. We all look forward to working with him again." Mr. Cochran's practice is primarily focused on private equity and venture capital with a concentration on mergers and acquisitions, corporate finance, and distressed transactions. He represents buyers, sellers, and financiers in their investing activities and financing needs. Mr. Cochran's private equity and hedge fund practice focuses on fund formation, growth equity, management buyouts, recapitalizations, and spinouts. Mr. Cochran also acts as a strategic advisor to clients with respect to a variety of financial, business, and legal issues. His experience crosses a number of industries, including life sciences and biotechnology, financial services, health care, industrial services, telecommunications, home furnishings, home textiles, and media. Mr. Cochran's clients range in size from early-stage companies and private equity firms to large, multi-national corporations. Mr. Cochran also has experience in representing financial institutions, including commercial and investment banks, in connection with debt and equity financings. He has particular experience representing non-bank lenders in their lending activities, including through the provision of growth capital and mezzanine financings. Mr. Cochran actively represents troubled companies and their capital providers in complex, distressed financial transactions. He also provides corporate advice to boards of directors and financial advisors in non-judicial workouts. Mr. Cochran is ranked by Chambers USA as a leading Corporate/Mergers & Acquisitions lawyer. He is recognized by Best Lawyers in America for Mergers & Acquisitions Law, Corporate Law, Bankruptcy and Creditor Debtor Rights, and Insolvency and Reorganization Law. In addition, Mr. Cochran has been recognized by The Legal 500 for Mergers & Acquisitions. Also, The Daily Report recently recognized him as one of the "Most Effective Dealmakers of the Year" for 2019. Mr. Cochran is actively involved in the community. He serves as Vice Chairman of the Board of First Step Staffing -- a (501(c)(3) staffing company that provides employment for individuals who have recently experienced homelessness and for returning citizens. Mr. Cochran acts as outside general counsel for the Westside Future Fund -- a 501(c)(3) fund formed by Atlanta's public, private, and philanthropic partners who believe in the future of Atlanta's Westside. ********* 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. 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