/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200818.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, August 18, 2020, Vol. 24, No. 230 Headlines ACADEMY DRIVE: Voluntary Chapter 11 Case Summary ADINO ALTAMONTE: Seeks to Hire Swart Baumrak as Accountant ALPINE 4 TECHNOLOGIES: Incurs $2.6-Mil. Net Loss in 2nd Quarter AMERICAN RESOURCE: Trustee Suit vs SIC to Be Heard in Bankr. Court ANDRES LOPEZ: 1609 Mermaid Offers $460K Cash for Brooklyn Property ANGI HOMESERVICES: S&P Assigns 'BB-' ICR; Outlook Stable ANTERO RESOURCES: S&P Puts B- ICR on Watch Negative on Tender Offer APPLETON EXCHANGE: $656K Sale of Holyoke Property Sale Approved ARCH RESOURCES: S&P Downgrades ICR to 'B' on Weak Performance ASPEN CLUB: BAP Sends GPIF Stay Relief Bid Back to Bankr. Court AT HOME GROUP: S&P Raises ICR to 'B-', Ratings Off Watch Positive BAP PROPERTIES: Seeks to Hire St. James Law as Counsel BHF CHICAGO: Seeks to Hire Amherst Consulting as Sale Advisor BIG RIVER STEEL: S&P Rates New $265MM Secured Revenue Bonds 'B' BIOLASE INC: Incurs $4.69 Million Net Loss in Second Quarter BIONIK LABORATORIES: Posts $2 Million Net Loss in First Quarter BLUE DOLPHIN: Incurs $4.24 Million Net Loss in Second Quarter BOOZ ALLEN: S&P Rates New Senior Unsecured Notes 'BB-' BRIGGS & STRATTON: Sets Bidding Procedures for Equity Interests CALLAWAY GOLF: Moody's Lowers CFR to B1, Outlook Stable CALLAWAY GOLF: S&P Affirms 'B+' ICR; Outlook Negative CAMBER ENERGY: Provides Update on Planned Merger with Viking CHAPARRAL ENERGY: Case Summary & 20 Largest Unsecured Creditors CHIEF OILFIELD: Case Summary & 20 Largest Unsecured Creditors CLEAN ENERGY: Posts $229,500 Net Loss in Second Quarter COMFORT LINE: Seeks to Hire Diller and Rice as Counsel COMSTOCK RESOURCES: Extinguishes $4M Senior Secured Debenture CONTAINER STORE: S&P Affirms 'B-' ICR; Ratings Off Watch Negative CUENTAS INC: Posts $1.24 Million Net Loss in Second Quarter CYTODYN INC: Incurs $124.4 Million Net Loss in Fiscal 2020 DANCOR TRANSIT: Roy's Buying 40 Trailers for $4K Each DIGIPATH INC: Incurs $520,687 Net Loss in Third Quarter DINKEL FAMILY: Taps Vanden Bos & Chapman as Legal Counsel EIGHTY EIGHT: Voluntary Chapter 11 Case Summary ELITE PHARMACEUTICALS: Posts $1.1-Mil. Net Income in 1st Quarter ENLINK MIDSTREAM: Moody's Lowers CFR to Ba2, Outlook Stable FROGNAL HOLDINGS: Hires Bush Kornfeld as Bankruptcy Counsel GRAPHIC PACKAGING: Moody's Rates New Unsec. Notes 'Ba2' GREAT WESTERN: Fitch Cuts IDR to C on Debt Exchange Announcement GROWLIFE INC: Incurs $611K Net Loss in Second Quarter GRUPO AEROMEXICO: Seeks Approval to Hire SkyWorks Capital GRUPO AEROMEXICO: Seeks to Hire Davis Polk as Legal Counsel GRUPO AEROMEXICO: Taps AlixPartners as Financial Advisor GRUPO AEROMEXICO: Taps Cervantes Sainz as Special Counsel GRUPO AEROMEXICO: Taps Epiq Corporate as Administrative Agent GRUPO AEROMEXICO: Taps White & Case as Special Counsel HOPEDALE MINING: Hires Epiq Corporate as Administrative Advisor HOPEDALE MINING: Hires Whiteford Taylor as Conflicts Counsel HOWARD BEND: Fitch Lowers Rating on $12.3MM Series 2005 Bonds to B+ IAC/INTERACTIVECORP: S&P Downgrades ICR to 'BB'; Outlook Stable JASON INDUSTRIES: Hires Deloitte & Touche as Auditor JASON INDUSTRIES: Hires Deloitte to Provide Tax Services JEFFERSON254 HOLDING: Seeks Approval to Hire Bankruptcy Attorney JVJ PHARMACY: Trustee May Recoup $850,000 from Harrah's Atlantic LIBERTY HOLDING: Aug. 25 Hearing on Disclosure Statement MGM RESORTS: Fitch Affirms BB- LongTerm IDR, Outlook Negative MICHAEL GALMOR: Trustee Selling Wheeler Property for $120K MORGAN STANLEY 2015-C26: Fitch Affirms Class F Certs at B-sf MOUNT JOY BAPTIST: To Sue U.S. Renal to Collect Receivables MOUSTACHE BREWING: Seeks to Hire Pierce McCoy as Attorneys NAVICURE INC: S&P Puts B- ICR on Watch Negative on eSolutions Deal NCL CORP: S&P Downgrades ICR to 'B+'; Outlook Negative NEONODE INC: Incurs $1.61 Million Net Loss in Second Quarter NORTH TAMPA: Hires Erik Johanson as Special Litigation Counsel OCCIDENTAL PETROLEUM: S&P Rates New Senior Unsecured Debt 'BB+' OZ INDUSTRIES: Aug. 21 Deadline to File Plan and Disclosures PENLAND HEATING: Seeks to Hire Williams Overman as Accountant PHUNWARE INC: Incurs $3.51 Million Net Loss in Second Quarter PHUNWARE INC: Signs Sales Agreement with Ascendiant Capital PIERCE WILLIAMS: Seeks to Hire Thurman Campbell as Accountant PON GROUP: Unsecured Claims Unimpaired in Plan PRECISION HOTEL: Unsecureds Will be Paid in Full Within 5 Days PRESSURE BIOSCIENCES: Posts $4.96 Million Net Loss in Second Quarte PROFESSIONAL DIVERSITY: Incurs $1.8M Net Loss in Second Quarter PROVECTUS PHARMACEUTICALS: Incurs $1.61M Net Loss in 2nd Quarter QURATE RETAIL: Fitch Affirms BB LongTerm IDRs, Outlook Stable QVC INC: S&P Rates New Secured Notes Due 2028 'BB+' RAMON I. RODRIGUEZ: Raybec Buying NAPA Heights Lot 1 for $3.25M RED ROSE: Seeks Approval to Expand Scope of Conway's Employment REMARK HOLDINGS: Incurs $9.8 Million Net Loss in Second Quarter REMINGTON OUTDOOR: Hires Burr & Forman as Counsel REMINGTON OUTDOOR: Hires Ducera Partners as Investment Banker REMINGTON OUTDOOR: Hires M-III Advisory as Financial Advisor REMINGTON OUTDOOR: Hires O'Melveny & Myers as Legal Counsel REMINGTON OUTDOOR: Taps Prime Clerk as Claims Agent RGN-GROUP HOLDINGS: Case Summary & Unsecured Creditors ROCHESTER DRUG: Maguire Buying Rochester Assets for $3.3 Million ROCKSTAR REMODELING: Taps Blaise C. Bender as Accountant SAN REMIGIO: Unsecureds Will be Paid 100% of Claims SAND CASTLE: Hires Fisher Auction and Century 21 as Auctioneer SANUWAVE HEALTH: Closes Acquisition of Celularity Wound Care Assets SANUWAVE HEALTH: Incurs $3.6 Million Net Loss in Second Quarter SERVICE PAINTING: Wins Confirmation of Plan STONEWALL MOTORS: Seeks to Hire Thomas Chandler as Accountant STURBRIDGE YANKEE: Official Committee Objects to Disclosures SW GOLF: Seeks to Hire Joseph Hayes CPA as Accountant SYNCHRONOSS TECHNOLOGIES: Posts $10.2M Net Loss in Second Quarter THEE TREE HOUSE: Unsecureds Will be Paid in Full in Plan TNTMD PA: Court Approves Disclosures and Plan TRANSOCEAN INC: Moody's Lowers CFR to Caa3, Outlook Negative TRANSOCEAN LTD: S&P Affirms 'CCC+' Rating on Unsec Guaranteed Debt TRC FARMS: Aung Myo Buying Craven County Property for $64K TRC FARMS: Jones Buying Craven County Property for $42.5K TRC FARMS: Stewart Buying Craven County Property for $46.5K TRI-POINT OIL: Seeks to Hire Deloitte to Provide Tax Services UNITED METHODIST: U.S Trustee Objects to Disclosure Statement V.E.G. INC: Unsecureds Owed $508K Will Not Receive Dividend VEA INVESTMENTS: Marrero Buying Orlando Property for $299K VPR BRANDS: Incurs $50K Net Loss in Second Quarter WALKER MACHINE: Osborne Buying Conex Trailer for $2.2K WILLIAM HALL STEWART: Falcon Buying Browning Property for $280K [^] Large Companies with Insolvent Balance Sheet ********* ACADEMY DRIVE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Academy Drive Development, LLC 15051 Pine St. Covington, LA 70433 Business Description: Academny Drive Development, LLC primarily engages in renting and leasing real estate properties. Chapter 11 Petition Date: August 17, 2020 Court: United States Bankruptcy Court Eastern District of Louisiana Case No.: 20-11454 Debtor's Counsel: Matthew L. Pepper, Esq. PEPPER & ASSOC. P.C. 10200 Grogans Mill, Rd., Ste 235 The Woodlands, TX 77380 Tel: (281) 367-2266 Email: pepperlaw@msn.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Adam Ackel, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2FXBO3Y/Matthew_Pepper__laebke-20-11454__0001.0.pdf?mcid=tGE4TAMA ADINO ALTAMONTE: Seeks to Hire Swart Baumrak as Accountant ---------------------------------------------------------- Adino Altamonte Springs, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Swart Baumrak & Company, LLP, as its accountant. Services the accountant will render are: a. prepare the Debtor's Federal income tax return; b. prepare the Debtor's payroll and associated tax documents; c. prepare financial statements; d. provide ongoing professional accounting services; e. assist in the formulation of a plan of reorganization and prepare a disclosure statement. The standard hourly rates of respective accounting professionals range from $85 to $300 per hour. Swart Baumrak does not hold or represent any interest adverse to the estate, and is a disinterested person within the meaning of 11 U.S.C. 101(14). The accountant can be reached through: Harry J. Swart Swart Baumruk & Company, LLP 1101 Miranda Ln Kissimmee, FL 34741 Phone: +1 407-847-7466 About Adino Altamonte Springs Adino Altamonte Springs, LLC, a Florida limited liability company, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 20- 03773) on July 2, 2020. The petition was signed by Daryl M. Baer, Debtor's chief operating officer. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Debtor has tapped Nardella & Nardella, PLLC as its bankruptcy counsel. ALPINE 4 TECHNOLOGIES: Incurs $2.6-Mil. Net Loss in 2nd Quarter --------------------------------------------------------------- Alpine 4 Technologies Ltd. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $2.56 million on $9.04 million of revenue for the three months ended June 30, 2020, compared to a net loss of $4.96 million on $6.47 million of revenue for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $2.31 million on $17.88 million of revenue compared to a net loss of $3.97 million on $13.60 million of revenue for the same period in 2019. As of June 30, 2020, the Company had $38.11 million in total assets, $50.43 million in total liabilities, and a total stockholders' deficit of $12.32 million. The Company said it requires capital for its operational and marketing activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its ultimate transition to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. In order to mitigate the risk related with the going concern uncertainty, the Company has a three-fold plan to resolve these risks. First, the acquisitions of QCA, APF, Morris, Deluxe and Excel have allowed for an increased level of cash flow to the Company. Second, the Company is considering other potential acquisition targets that, like QCA, Morris, Deluxe and Excel should increase income and cash flow to the Company. Third, the Company plans to issue additional shares of common stock for cash and services during the next 12 months and has engaged professional service firms to provide advisory services in connection with that capital raise. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1606698/000144586620001173/alpp_10q.htm About Alpine Alpine 4 Technologies Ltd. is a publicly traded enterprise with business related endeavors in, software, automotive technologies, electronics manufacturing, and energy services & fabrication technologies. As of June 1, 2020, the Company was a holding company that owned seven operating subsidiaries: ALTIA, LLC; Quality Circuit Assembly, Inc.; American Precision Fabricators, Inc.; Morris Sheet Metal, Corp; and JTD Spiral, Inc.; Deluxe Sheet Metal, Inc,; and Excel Fabrication, LLC. Alpine 4 Technologies reported a net loss of $3.13 million for the year ended Dec. 31, 2019, compared to a net loss of $7.91 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $35.80 million in total assets, $47.77 million in total liabilities, and a total stockholders' deficit of $11.97 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 1, 2020 citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. AMERICAN RESOURCE: Trustee Suit vs SIC to Be Heard in Bankr. Court ------------------------------------------------------------------ In the case captioned BARRY E. MUKAMAL, Chapter 11 Trustee for American Resource Management Group, LLC, Plaintiff, v. SCOTTSDALE INSURANCE COMPANY, Defendant, Adversary Proceeding No. 19-01782-JKO (S.D. Fla.), District Judge Raag Singhal denied Defendant's Motion to Withdraw the Reference. This case dates back to August 2018, when Wyndham Vacation-related entities filed suit against American Resource Management Group, LLC ("ARMG") in this district for damages and injunctive relief. The suit alleged false and misleading advertising to solicit Wyndham's timeshare owners to purchase "cancellation" or "transfer" services from ARMG. This caused the timeshare owners to breach their contracts with Wyndham. Bluegreen Vacation-related entities filed an identical suit against ARMG in December 2018. Defendant Scottsdale Insurance Company, issuer of several commercial general liability insurance policies to ARMG, denied coverage to ARMG for the two lawsuits based on the underlying complaints' allegations. ARMG has since filed for Chapter 11 bankruptcy and the two suits are automatically stayed pursuant to 11 U.S.C. section 362(a). On Oct. 18, 2019, Plaintiff Barry Mukamal, as trustee of ARMG's Chapter 11 bankruptcy, filed a complaint for declaratory judgment against Scottsdale. The case was filed as an adversary proceeding in the bankruptcy case. Trustee seeks a declaration that Scottsdale has a duty to defend ARMG in both the Wyndham and Bluegreen lawsuits. Scottsdale now moves here to withdraw the reference of the Adversary Proceeding before the bankruptcy court and return the matter to this district. According to the Court, withdrawal of reference is either mandatory or permissive. "[I]f the court determines that resolution of the proceeding requires consideration of both title 11 and other laws of the United States regulating organizations or activities affecting interstate commerce," then the court shall withdraw the reference of the proceeding. However, "when only a simple application of well-settled law is required, withdrawal is not mandatory." Where mandatory withdrawal is not required, the moving party bears the burden of demonstrating cause for the district court to grant a permissive withdrawal. To make such a determination, the United States Court of Appeals for the Eleventh Circuit has instructed district courts to consider: (1) the advancement of uniformity in bankruptcy administration; (2) decreasing forum shopping and confusion; (3) promoting economical use of the parties' resources; (4) facilitating the bankruptcy process; (5) whether the claim is core or non-core; (6) efficient use of judicial resources; (7) the existence of a jury demand; and (8) prevention of delay. Scottsdale raises two reasons to withdraw the reference to the bankruptcy court: (1) the proceeding is not a core proceeding; and (2) judicial economy demonstrates that this insurance coverage related action is better suited for the district court. Scottsdale argues on only two of the foregoing eight factors. Scottsdale argues this is a non-core proceeding because it is an insurance-coverage dispute. However, this is not an absolute rule, the Court points out, noting that in Matter of Celotex Corp., 152 B.R. at 673, the bankruptcy court in the Middle District of Florida held that insurance policies of the debtor are property of the estate, and "[i]t must be presumed that any proceeding pertaining to the property of the estate is a core proceeding." Thus, according to the Celotex court, a determination of debtor's rights under the insurance policy was said to be property of the estate. Here, Trustee seeks just that: a declaration of Scottsdale's duty to defend under an insurance policy of the debtor. Accordingly, this is presumptively a core proceeding. Scottsdale's second argument in favor of withdrawing the reference to the bankruptcy court is that it would serve the interest of judicial economy to litigate the case before a district court. It argues that, because this case is an insurance-coverage case, the determination of whether Scottsdale owes a duty to defend ARMG in the Wyndham and Bluegreen Lawsuits will require a detailed examination of insurance issues. Further, according to Scottsdale, if the bankruptcy court were permitted to preside over any part of this proceeding, then the district court would likely review the bankruptcy court's proposed decision, essentially re-litigating the case. As to its first point, the Court "refuses to believe the well-abled bankruptcy judges of this district" are not able to examine "detailed insurance issues." In fact, the Court has "all the confidence in the world" that the bankruptcy judges of this district are equally qualified and able to do so. As to its second point, while the statute does, indeed, provide for appellate-type review of the bankruptcy courts' determinations in such matters, this should not be disqualifying of the bankruptcy courts' opportunity to take such cases. In fact, there is no better indication of Congress's intent for the bankruptcy courts to handle such matters than the language of the statute itself; it put the provision directly in the statute. To take this matter from the bankruptcy court solely for the reason that the district court could later be called on in an appellate-review manner would render the entire statute superfluous. Taking all considerations into account, the interest of judicial economy is actually best served leaving this case where it currently is: in the bankruptcy court. The bankruptcy court has gained considerable knowledge relevant to this matter by presiding over the related cases for more than a year. The motion, is therefore, denied. A copy of the Court's Opinion and Order dated July 23, 2020 is available at https://bit.ly/3i7PnYr from Leagle.com. About American Resource American Resource Management, LLC, is a timeshare liquidation company headquartered in Florida. American Resource, one of the nine debtor affiliates of American Resource Management Group, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-14605) on April 9, 2019. The petition was signed by Shyla Cline and Scott Morse, managers. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge John K. Olson oversees the case. Tate M. Russack, Esq., an attorney based in Boca Raton, Fla., is the Debtor's bankruptcy attorney. Barry Mukamal was appointed as Chapter 11 trustee for the Debtors. The Trustee is represented by Kozyak Tropin & Throckmorton LLP. ANDRES LOPEZ: 1609 Mermaid Offers $460K Cash for Brooklyn Property ------------------------------------------------------------------ Andres Lopez asks the U.S. Bankruptcy Court for the Eastern District of New York to authorize the private sale of his right, title and interest in the real property located at 1609 Mermaid Avenue, Brooklyn, New York to 1609 Mermaid Realty, LLC for $460,000, cash, free and clear of all liens, claims, and encumbrances. The Debtor owns three pieces of real property, including the Mermaid Ave Property. The Mermaid Ave Property is currently vacant. The Mermaid Ave Property is subject to the first mortgage lien of The Bank of New York Mellon, as Trustee for the Certificateholders of the CWABS, Inc., Asset-Backed Certificates Series 2006-BC3 serviced by Shellpoint Mortgage Servicing. A proof of claim was filed for the Shellpoint Mortgage, Claim Number 4-2 on the Claims Register. On Feb. 20, 2019, the Debtor filed a Motion to Value the Mermaid Ave Property and to determine the secured status of Claim # 4-2. The Bank of New York Mellon by its prior servicer filed Opposition to the Claim Objection. Thereafter the Court held an evidentiary hearing on the value of the Mermaid Ave Property, and continued the hearing to Aug. 5, 2020. The Property is encumbered by a first mortgage lien held by Shellpoint Mortgage Servicing as Servicer for the Bank of New York Mellon in the amount of approximately $993,164. Shellpoint has approved the Debtor's proposed sale of the Mermaid Ave Property subject to compliance with the terms set forth in the Short Sale Approval Letter. The proposed sale of the Mermaid Avenue Property will be beneficial to the estate in that it will resolve the on-going litigation between the Debtor and the secured lender on the Mermaid Ave Property in the case, and will result in satisfaction of the Shellpoint mortgage. Subject to Court approval, the Debtor has entered into a contract of sale with the Buyer for the Mermaid Ave Property for $460,000, with $10,000 deposit. The sale is an all cash deal. The funds will be distributed at closing as follows: (A) First Mortgage no less than $420,000; (B) Broker for the Seller to be paid a commission of 3% of the sale price (subject to bankruptcy court approval); (C) Broker for the Buyer to be paid a commission of 3% of the sale price (subject to bankruptcy court approval); (D) Andrew Shlomovich (proposed closing attorney for the Debtor) to be paid $1,500; (E) Government recording and transfer charges (anticipated to be $7,950); and (F) $2,950 for the seller's title insurance. The proposed private sale is necessary because the secured lender Shellpoint has agreed to the current proposed short sale terms provided that the closing take place no later than July 31, 2020. The Debtor also asks that the Court grants a waiver of the 14-day stay imposed by Fed. R. Bankr. P. 6004(h) so that the sale can be completed on the July 31, 2020 deadline set forth by Shellpoint. The first mortgage lender has conditioned its approval of the short sale terms on the sale closing on July 31, 2020, thus waiver of the 14-day stay is necessary to ensure that the closing can take place on said date. A copy of the Agreement is available at https://tinyurl.com/yd4pw9ef from PacerMonitor.com free of charge. Andres Lopez sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 18-41408) on March 14, 2018. The Debtor tapped Edward J. Waters, Esq., at E. Waters & Associates, PC, as counsel. ANGI HOMESERVICES: S&P Assigns 'BB-' ICR; Outlook Stable -------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issuer credit rating to Denver, Colorado-based home services digital market place company ANGI Homeservices Inc. S&P also assigned its 'BB-' issue-level and '4' recovery ratings to ANGI Group, LLC a directly wholly-owned subsidiary of ANGI Homeservices Inc, the issuer of the proposed $500 million unsecured notes due 2028. S&P's rating on ANGI Homeservices reflects its participation in the fragmented market for home repairs with low digital penetration. ANGI provides consumers with tools and resources to find local, prescreened, and customer-rated service professionals, as well as instantly book appointments online. Service professionals (SP) pay ANGI Homeservices to receive leads, participate in its online directory, or receive prenegotiated contracts to perform specific home repairs. ANGI competes with search engines, online marketplaces, and social media platforms. Nevertheless, the online booking of SPs for home repairs remains a small albeit fast-growing market with the company's largest competitors being offline mainly word-of-mouth referrals. Customer demand for online search and reservation for home services well exceeds supply and a large proportion of online service requests typically go unfulfilled. However, SPs are typically small businesses with a handful of employees and often they are unfamiliar with using online lead-generation tools; therefore, the growing the number of SPs that actively use and commit a larger portion of their capacity toward online tools such as ANGI remains a key capacity constraint for the industry at large. Despite the large opportunity, the short-term imbalance created by the faster pace of online migration of demand versus supply will likely result in a significant amount of unfulfilled leads, and lower profitability as ANGI looks to grow existing and new markets through formats such as instant booking and fixed-price services taking on some level of pricing risk before SPs are able to bid for projects to help create an active marketplace. S&P's ratings also reflect some longer-term risk relating to the company's control by IAC/Interactive Corp. (IAC), which holds an 85.1% economic interest and a 98.3% voting interest in ANGI. Although IAC has historically operated its controlled companies with prudent levels of leverage, a significant change in financial policy prioritizing debt-funded growth or shareholder dividends and resulting in the addition of debt at IAC or ANGI could pressure the ratings. Low barriers to entry and potential for increased competition could keep marketing spending elevated and margins pressured for a prolonged period although greater customer adoption of the online channel would also benefit ANGI. ANGI owns well-known brands like HomeAdvisor, Handy, and Angie's List in the home services industry; however, the industry itself is nascent with less than 20% of the home service contracts in the U.S. fulfilled online. While consumers prefer to interact with known brands with a reputation for transparency, ease of use, and service level the industry has relatively low barriers to entry and significant marketing and product investments by existing or new competitors could, over time, increase customer acquisition costs and pressure the margins for all players. S&P expects that as the online purchase of home services grows, it will see more competitors, although growth in the sector will also benefit ANGI as the current market leader with greater operating leverage. This would also allow ANGI to form an established suite of products over time. The home repair sector is less vulnerable to an economic slowdown; however, downside risks from the pandemic remain. Stay-at-home restrictions have put a severe dent in economic activity; however, the economic contraction resulting from the pandemic did not significantly curtail revenues for ANGI. In the second quarter of 2020, ANGI's revenue increased by 12% as the marketplace demand rebounded significantly in May and June from a small decline in April. Additionally, the company estimates that over 60% of projects are nondiscretionary, further supporting the noncyclical portion of the company's service demand. As economies begin to reopen from government-imposed lockdowns, concerns relating to an increase in the spread of infections could cause governments to re-impose restrictions further, causing a potential slowdown in the company's demand. "While we expect a decline in the U.S. GDP of approximately 5% in 2020, we expect ANGI's revenues will increase by about 10% in 2020 because we believe that homeowners will continue to maintain their homes given the increased time spent inside during the ongoing pandemic. Notwithstanding, an increase in virus case counts in the winter poses additional downside risks as seasonal demand for home-exterior projects shrinks, and customers social distance and are reluctant to pursue in-home projects," S&P said. S&P expects leverage to remain temporarily elevated in 2020 but decline by year-end 2021, benefiting from lower investments and economic recovery. The revenue slowdown resulting from the pandemic and the investments toward rollout of fixed-price contracts and expansion in Europe will have a significant impact on 2020 EBITDA. "We expect that EBITDA will decline by about 15% for the year versus 2019. Pro forma for the transaction, we expect S&P Global Ratings' adjusted gross leverage will increase to almost 6x due to the additional debt and lower EBITDA. In 2021, we expect leverage will decline to the low 4x from EBITDA improvement due to higher revenue growth and the lower one-time investments. We expect that ANGI will likely maintain a sizeable cash balance and gross leverage between the low-4x and the mid-3x area over the long term," the rating agency said. Environmental, social, and governance (ESG) factors relevant for this rating: -- Health and safety factors S&P Global Ratings acknowledges a high degree of uncertainty about the evolution of the coronavirus pandemic. The consensus among health experts is that the pandemic may now be at, or near, its peak in some regions but will remain a threat until a vaccine or effective treatment is widely available, which may not occur until the second half of 2021. "We are using this assumption in assessing the economic and credit implications associated with the pandemic. As the situation evolves, we will update our assumptions and estimates accordingly," S&P said. As a shareholder with a controlling position, S&P considers publicly traded IAC/interactive Corp. as the group parent for ANGI-Homeservices. S&P considers ANGI as moderately strategic to the IAC group credit profile through various provisions. ANGI is incorporated as a separate legal entity with its capital structure; there are no cross-default provisions between IAC and ANGI; it does not commingle funds; as a public company, it has an independent majority board; and its controlling shareholders have fiduciary responsibilities toward minority shareholders. Furthermore, S&P believes there is a strong economic basis for IAC to preserve the credit strength of ANGI. ANGI's stand-alone credit profile is consistent with the group credit profile. The stable outlook reflects the benefits flowing from secular consumer trends toward online purchases, including for home service professionals. S&P expects revenue to grow more than 10% in 2020 driven by growth in service professionals and fulfilled service requests despite social-distancing and economic challenges caused by the pandemic. Strong pro forma liquidity will enable ongoing investment and growth without the need to raise additional capital. Also, S&P expects ANGI's marketing investments will decline in 2021, allowing it to reduce its gross adjusted leverage to the low-4x area in 2021. "We could lower the rating over the next 12 months if leverage remains above 5x in 2021 due to higher-than-expected product and marketing investments pressuring EBITDA, work disruptions caused by the pandemic or government-imposed shutdowns significantly exceed our expectations, or due to lower-than-expected demand from a more severe recession resulting in consumers choosing to delay their home projects. While unlikely, loss of SP's to a competing platform resulting in fewer requests fulfilled could also result in a downgrade. Additionally, we could lower the rating if ANGI utilizes most of its cash to make acquisitions with limited EBITDA contribution. We could also lower the rating if we downgrade IAC (the group parent for ANGI) should it pursue a more aggressive financial policy," S&P said. "Although unlikely over the next 12 months, we could raise the rating if the company's leverage declines and remains under 3x due to strong revenue and EBITDA growth, successful product launches, and accretive acquisitions. An upgrade would also require the company to increases its scale and diversity of offerings such as growth in fixed-price services and instant bookable services," S&P said. ANTERO RESOURCES: S&P Puts B- ICR on Watch Negative on Tender Offer ------------------------------------------------------------------- S&P Global Ratings placed the 'B-' issuer credit rating and 'B' senior unsecured ratings on CreditWatch with negative implications on Antero Resources Corp., a Denver-based independent natural gas exploration and production company, to reflect the potential that S&P could view the tender for the 2022 and 2023 notes as a selective default, as well as about the ongoing risk related to Antero's heavy maturity schedule after 2021. "The negative CreditWatch listing reflects the likelihood that we could lower ratings on Antero at the close of the transaction if we view the tender for the 2022 and 2023 senior notes as a selective default. Specifically, we could lower the issuer credit rating to 'SD' and unsecured issue-level ratings on the 2022 and 2023 notes to 'D', because debtholders will receive less than the original promise on the securities, and we believe there is a risk liquidity could weaken over the next 12 months," S&P said. "We do not view the tender for the 2021 notes as distressed, given the modest discount to par. We placed the ratings on the senior notes due 2021 and 2025 on CreditWatch to reflect the potential that we would not return the issuer credit rating to the 'B-' level after the exchange if we considered a future distressed debt transaction likely or we believed Antero's liquidity was at risk, given the looming 2022 and 2023 maturities," S&P said. S&P expects to resolve the CreditWatch placement of the issuer credit rating and 2022 and 2023 senior note ratings when the exchange closes. The rating agency expects to resolve the CreditWatch placement of the 2021 and 2025 note ratings when it reevaluates the issue credit rating following the exchange. S&P's evaluation will include Antero's improving operating costs, lower capital spending levels, and reduced debt levels, as well as the company's plans to address upcoming maturities. On Aug. 11, 2020, Antero announced it had commenced a cash tender offer for any and all of its unsecured notes due 2021, as well as up to $250 million, dependent on the participation level for the 2021 notes, of its unsecured notes due 2022 and 2023 through a Dutch auction process. The holders of the company's existing 2021 notes that elect to participate in the offer, which expires Aug. 17, 2020 unless otherwise extended by the company, will receive an exchange consideration equal to 98% of par value. S&P views this portion of the exchange as opportunistic given the very high consideration combined with the company's ample liquidity currently to repay the 2021 maturity when it comes due. The company's 2022 and 2023 noteholders will have until Sept. 8, 2020 (unless otherwise extended), to participate in the Dutch auction and will receive a consideration materially below par for the 2022 notes, in the range of 80%-86% of par value, and 2023 noteholders will receive in the range of 72%-78% of par value. Participation in the 2021 offer will determine the amount of the notes accepted, and will not exceed $250 million. Pending the materiality of the offer, S&P may consider this a distressed transaction given the noteholders will receive significantly less than par value, as well as the company's potentially weakening liquidity and upcoming debt maturities beyond 2021. "The CreditWatch negative placement on our 'B-' issuer credit rating and on the company's unsecured notes maturing in 2022 and 2023 indicates that, pending the outcome of Antero's tender offer, we may lower our issuer credit rating to 'SD' and the note ratings to 'D'. Given that the current exchange consideration for the 2022 and 2023 notes is well below par, participation in the tender offer may be material, up to $250 million, and we expect the company's liquidity to weaken prior to the 2022 maturity date, we could view the transaction as a distressed exchange," S&P said. "We expect to resolve the CreditWatch placement around closing of the tender offer, which we expect in September 2020. Our ratings will take into consideration the company's new capital structure, upcoming debt maturity schedule, liquidity, and the potential for additional transactions that we could view as distressed," the rating agency said. APPLETON EXCHANGE: $656K Sale of Holyoke Property Sale Approved --------------------------------------------------------------- Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts authorized Appleton Exchange, LLC's sale of the real property located at 62-64 Commercial Street, Holyoke, Massachusetts to East Side Holyoke, LLC for $656,123, subject to the same terms and conditions as set forth in their Purchase and Sale Agreement dated June 19, 2020. The counsel to the Debtor is ordered to submit, in Word format, to EDK@mab.uscourts.gov a proposed order. A copy of the Agreement is available at https://tinyurl.com/y3d4gtb4 from PacerMonitor.com free of charge. About Appleton Exchange Appleton Exchange LLC is the fee simple owner of two properties in Holyoke, MA having a total current value of $1.2 million. Appleton Exchange LLC filed a voluntary petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-30694) on August 30, 2019. In the petition signed by Moshe Wolcowitz, manager, the Debtor disclosed $1,200,701 in assets and $1,900,816 in liabilities. Louis S. Robin, Esq., at the Law Offices of Louis S. Robin, represents the Debtor. ARCH RESOURCES: S&P Downgrades ICR to 'B' on Weak Performance ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based metallurgical (met) and thermal coal producer Arch Resources Inc. to 'B' from 'B+'. S&P affirmed the issue-level ratings on Arch's senior secured debt at 'BB-' and revised the recovery rating to '1' from '2' (rounded estimate: 95%). S&P assumes the ongoing secular decline of coal demand in the Powder River Basin (PRB) and other thermal coal basins will erode Arch's profitability in 2020 and 2021. The rating agency now views Arch's business risk as vulnerable. Declining thermal demand due to low natural gas prices, coal plant retirements, and coronavirus-driven reduction in electricity demand are hurting the company's performance. Absent a significant rebound in sales volumes demand and prices Arch's thermal operations will continue to decline. S&P assumes Arch's thermal coal volumes sold will drop by about 25% in 2020 to about 62 million tons after falling by 7% in 2019. S&P also expects price realizations of company's other thermal operations (in Colorado and Illinois Basin) to decline year over year by about 15% due to the sale of Coal-Mac mine in the end of 2019. This decline will be partially offset by slightly higher realizations in the PRB region. However, S&P expects PRB realizations could be under pressure after 2020 as higher priced contracts roll off. This will cause profit margins to drop, as fixed costs spread over lower volumes. S&P now expects its 2020 adjusted EBITDA to decline to $80 million-$90 million, about 50% below its previous expectations. The rating agency expects adjusted EBITDA margins to contract to 5%-6% from 16.1% a year ago. Ongoing cost reduction measures will partially offset negative cash flows from unprofitable mines. S&P's estimates incorporate ongoing cost reduction including lower equipment labor, fuel, maintenance, and mining costs as the company is sequencing its mines for lower production levels. S&P assumes the PRB's open pit mining cash costs for the full year 2020 will decline by about 10%-12% versus the second quarter cash costs of $12.92/ton because the company stripped more coal in the first half of 2020 than it sold. It also expects incremental improvement in the PRB cash costs in 2021 as the company reduces its coal production. S&P doesn't expect Arch to realize the most of the reduction of cash costs in the Illinois Basin (ILB) and Colorado operations until 2021 due to the inherently less flexible fixed costs of long-wall mining and uncertainty of demand prospects. As a result, S&P anticipates ILB and Colorado operations to generate negative cash flow in 2020, moving towards near breakeven in 2021. Whereas the rating agency expects PRB operations to return to positive cash flow by the end of 2020. Met coal operations generate strong profit margin even in a low-price environment and could provide liquidity cushion during reorganization of the thermal operations and during the Leer South development project. S&P anticipates met coal operations will generate strong cash flows even at low international prices. Average cash costs are $58-$62/ton, about 20%-25%% below the average for U.S.-based met coal producers. S&P estimates EBITDA from met coal operations will be $120 million-$130 million in 2020 and increase over $200 million in 2021 assuming about 10% growth in sales volumes and price realizations. Met coal operations will become the primary source of cash flows for Arch after 2021, approximating more than 80% of consolidated EBITDA once the Leer South mine becomes fully operational and as thermal operations continue to shrink. S&P bases its estimates on slow rebound in international hard coking coal (HCC) prices, volume growth, and stable met coal cash costs. S&P anticipates negative but improving FOCF generation for the next 12 to 18 months. It estimates negative FOCF between $100 million and $120 million in 2020 due to reduced demand, prices, and heavy capital investment in Leer South mine. By the end of 2021, S&P expects the company's free cash flow to improve but remain negative due to gradual improvement in HCC prices and winding down of capital spending on Leer South development. These assumptions coupled with the cash cost improvement of thermal operations and scheduled debt amortization of about $25 million will result in adjusted leverage declining just below 5x by the end of 2021. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Greenhouse gas emissions "The stable outlook reflects our expectations that debt leverage will peak above 10x in 2020, before improving to just under5x 2021. We have factored in improvement of operating costs in the back half of 2020 and in 2021 as the company reorients its thermal mines to lower production to meet reduced demand," S&P said. "We could lower the rating over the next 12 months if the company's customers permanently reduce coal commitments and shipment orders due to lower electricity demand and cheaper fuel alternatives such as natural gas and renewables. We could also lower the ratings if thermal operations remain unprofitable or Leer South expansion project incurs material cost overruns or delays," the rating agency said. Such scenarios would be consistent with: -- Adjusted debt leverage sustained above 8x; -- Sustained negative FOCF; operating cash flow less capital spending) without likelihood of improvement after 2020; and -- Less-than-adequate liquidity (liquidity sources including access under asset based facilities are less than 1.2x of fixed charges) Although unlikely, S&P could raise the rating within the next 12 months if there is a recovery in thermal and met coal demand along with steady progress towards the completion of the Leer South met coal mine. S&P could also raise the rating if the joint venture with Peabody Energy Corp. is approved, with prospects for material accretive synergies for thermal coal to be more likely. In this scenario, S&P would expect: -- Adjusted debt leverage sustained under 5x and adjusted EBITDA sustained above $230 million; -- Free operating cash flow (FOCF) returning to positive; and -- Adequate liquidity, including sufficient access to asset-based facilities. ASPEN CLUB: BAP Sends GPIF Stay Relief Bid Back to Bankr. Court --------------------------------------------------------------- In the case captioned GPIF ASPEN CLUB LLC, Appellant, v. THE ASPEN CLUB & SPA, LLC and ASPEN CLUB REDEVELOPMENT COMPANY, LLC, Appellees, BAP No. CO-19-043 (BAP), GPIF Aspen Club, LLC appeals the Bankruptcy Court's order denying its motion for relief from the automatic stay under 11 U.S.C. section 362(d)(3), applicable to cases in which the bankruptcy estate consists of single asset real estate ("SARE"). The U.S. Bankruptcy Appellate Panel, Tenth Circuit reverses and remands. Aspen Club & Spa, LLC and Aspen Redevelopment Company, LLC3 commenced separate chapter 11 cases on May 16, 2019, in the United States Bankruptcy Court for the District of Colorado. The two cases subsequently were jointly administered. Aspen Club owns real property in downtown Aspen, Colorado on which it is in the process of developing luxury residential three- and four-bedroom condominiums, employee housing units, and a 60,800-square foot fitness club and spa. It took Aspen Club eight years and $5 million to obtain all approvals and licenses from local authorities to begin construction of the development project on the Property. Aspen Club acquired ownership of the Property after consolidating $41 million of secured debt. Construction began in 2015 with over $18 million in presales and an expected completion date in 2018. Aspen Club relied on several prepetition creditors to finance the construction and development of the Property. FirstBank agreed to provide $45 million in construction financing. By summer 2017, FirstBank had disbursed about $30 million but refused to lend the additional $15 million. Aspen Club Redevelopment Company, LLC recorded a deed of trust for the purpose of obtaining construction financing, which would provide up to $32 million to the project, but only $13 million was funded. FirstBank's refusal to extend additional funding led to a lack of future investment in the project. The lack of funding prevented Aspen Club from paying contractors and vendors, and by September 2017 construction halted. GPIF acquired FirstBank's interest in the $30 million loan. GPIF's claim in the bankruptcy cases is secured by the Property. On July 23, 2019, the Bankruptcy Court issued a Memorandum Opinion and entered a Judgment determining that Aspen Club is subject to the SARE provisions of the Bankruptcy Code and extending the time under section 362(d)(3) until Sept. 16, 2019, for Aspen Club to file a plan. Aspen Club sought Bankruptcy Court approval of debtor-in-possession financing from EFO Financial Group, LLC. After conducting an evidentiary hearing, the Bankruptcy Court authorized Aspen Club to borrow up to $4.2 million from EFO Financial and granted EFO Financial a priming lien under 11 U.S.C. section 364(c)(1) against the Property. Aspen Club filed a joint plan of reorganization on Sept. 13, 2019, three days before expiration of the SARE period to file a plan, and a joint disclosure statement on Sept. 16, 2019. On Sept. 16, 2019, Aspen Club filed a motion to approve exit financing. Aspen Club sought approval of an additional $140 million loan from EFO Financial secured by a lien that would prime GPIF's lien pursuant to section 364(d)(1). The Exit Financing Motion recites that the exit loan would pay off the DIP Loan and approximately $26.5 million of mechanics' lien claims, both of which are secured by liens that are senior to the lien securing GPIF's clam, and that Aspen Club would use the balance of the funds to complete its development project. GPIF objected to the Exit Financing Motion. On Oct. 4, 2019, GPIF filed a motion for relief from the automatic stay. GPIF alleged the Plan is patently unconfirmable because it is predicated on non-consensual priming lien exit financing, which the Bankruptcy Court cannot approve, and, therefore, the Plan does not have a reasonable possibility of being confirmed within a reasonable time. GPIF alleged there is no legal basis upon which the Bankruptcy Court could approve the priming lien exit financing under section 364, because section 364 does not apply to exit financing, or under state law, because state law does not permit non-consensual priming liens. GPIF further alleged the proposed exit financing could not be crammed down under section 1129(b)(2)(a)(i), because GPIF would not retain its lien under the Plan, or under section 1129(b)(2)(a)(iii), because GPIF's would not realize the indubitable equivalent of its secured claim as a result of the proposed priming lien exit financing. On Oct. 25, 2019, the Bankruptcy Court entered an order setting a bifurcated non-evidentiary hearing for Nov. 6, 2019, on the Exit Financing Motion in which the court would consider, solely as a matter of law, whether the proposed exit financing could be approved on a priming lien basis under section 364(d)(1). On Nov. 6, 2019, the Bankruptcy Court held a concurrent non-evidentiary hearing on the Exit Financing Motion, the Stay Relief Motion, and the Exclusivity Motion, and issued an oral ruling. At that hearing, the Bankruptcy Court acknowledged that whether Aspen Club's proposed exit financing can be approved is "a threshold issue in moving forward because if the debtor can't do that, then its plan is going to fail." After examining relevant caselaw, the Bankruptcy Court concluded there is no binding authority from the United States Supreme Court or Tenth Circuit, and no case directly on point, regarding whether the proposed exit financing can be approved under section 364(d)(1). The Bankruptcy Court stated, for that reason, it was not yet prepared to decide the section 364(d)(1) issue, and therefore ruled that Aspen Club was not "as a matter of law, precluded from seeking an exit financing facility on a first-priority priming lien senior to pre-existing liens on property of the estate pursuant to 11 U.S.C. section 364(d)(1)." Regarding the Stay Relief Motion, the Bankruptcy Court recognized that GPIF argued the Court should grant relief from the stay under section 362(d)(3) because there is no reasonable possibility of the Plan being confirmed within a reasonable time. The Bankruptcy Court stated that if the Stay Relief Motion had been filed under a different subsection of section 362, the court would have found that "the property definitely is necessary for an effective reorganization." By a separate Judgment entered Nov. 6, 2019, the Bankruptcy Court denied the Stay Relief Motion. Upon review, BAP holds that where issues ultimately depend upon factual findings and conclusions drawn from those findings, an appeal must be remanded to the trial court. Accordingly, they remand the case to the Bankruptcy Court for findings of fact and conclusions of law on the issue of whether there is a reasonable possibility that the Plan provides GPIF with the indubitable equivalent of its claim such that the Plan has a reasonable possibility of confirmation within a reasonable time. Chief Judge Robert H. Jacobvitz of the U.S. Bankruptcy Court for the District of New Mexico, sitting on the Bankruptcy Appellate Panel, explains the "reasonable possibility" determination does not require a mini-confirmation hearing. The quantum of evidence required to establish a reasonable possibility that the Plan provides GPIF with the indubitable equivalent of its claim falls far short of the quantum of evidence required to prove, in a confirmation hearing, that the plan satisfies the indubitable equivalent requirement. Yet, this determination must be made in order to determine whether some form of relief from the automatic stay must be granted under the SARE stay relief standard. In denying stay relief, the Bankruptcy Court erred by not deciding whether the proposed priming lien exit financing feature of Debtors' chapter 11 plan precluded confirmation of the plan such that the plan did not have a reasonable possibility of being confirmed within a reasonable time. In his dissenting opinion, Judge Terrence L. Michael states that a Bankruptcy Appellate Panel should be loath to decide unsettled issues of law as a matter of first impression, rather than remanding them to the bankruptcy court for initial consideration. For that reason, and because he believes the Bankruptcy Court acted well within its discretion in denying the Stay Relief Motion, and because appellate courts should be careful not to strip a bankruptcy court of the discretion necessary to perform its duties, he "respectfully and vehemently" dissents. A copy of the Court's Opinion dated July 24, 2020 is available at https://bit.ly/3gvcTOP from Leagle.com. About The Aspen Club & Spa The Aspen Club & Spa, LLC owns and operates a private membership club that offers high intensity interval training (HI2T), cardio, and yoga classes. Aspen Club & Spa sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-14158) on May 16, 2019. At the time of the filing, Aspen Club & Spa had estimated assets of less than $50,000 and liabilities of between $100 million and $500 million. On May 17, 2019, Aspen Club Redevelopment Company, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-bk-14200). Aspen Club Redevelopment is a wholly-owned subsidiary of Aspen Club & Spa. Judge Joseph G. Rosania Jr. oversees the cases. The Debtors tapped Markus Williams Young & Hunsicker LLC as their legal counsel. AT HOME GROUP: S&P Raises ICR to 'B-', Ratings Off Watch Positive ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based home decor retailer At Home Group Inc. to 'B-' from 'CCC+' and removed its ratings on the company from CreditWatch, where it placed them with positive implications on Aug. 3, 2020. At the same time, S&P assigned a 'B-' issue level rating to the proposed senior notes. The '3' recovery rating reflects its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. At Home had solid second-quarter performance, creating a pathway for the company to complete the proposed refinancing. This leads S&P to believe that the capital structure is no longer unsustainable. The proposed refinancing modestly reduces overall leverage and addresses fast-approaching maturities on the term loan and asset-based lending (ABL) facilities. At Home plans to issue $250 million of five-year senior secured notes, which it will utilize along with ABL draw and balance sheet cash to retire the roughly $332 million currently outstanding on the first-lien term loan. At the same time, the company is working to push out maturities on the ABL and first-in last-out (FILO) term loan by three years to calendar 2025. "It is our base-case expectation that recent performance, the paydown of ABL borrowings, and current market trends will allow the company to complete the transaction. Pro forma for the transaction, we expect S&P Global Ratings-adjusted debt to EBITDA in the high-5x area for fiscal 2021, declining toward 5x in fiscal 2022," S&P said. "Our expectation for deleveraging is partially driven by improved cash flow generation, which should allow the company to maintain lower borrowings on the ABL than it has historically. We currently anticipate At Home will have more than $100 million of borrowings on the ABL at the end of fiscal 2021, which we expect it will largely pay down by the end of fiscal 2022. While we forecast positive cash flow generation over the next 24 months, lower ABL borrowings also depend on the execution of sale leasebacks. At Home has a good track record of completing these transactions, however it does leave it exposed to external market forces, adding risk to forecast cash flow generation," S&P said. At Home's second-quarter performance demonstrates greater demand for home decor amid the pandemic than S&P previously anticipated, though it believes substantial risk remains. At Home reported preliminary second-quarter results that were above S&P's previous expectations, with comparable sales of 42%, overall sales growth of 51%, and expected company-reported adjusted EBITDA of at least $150 million. This outsized performance was unique in the retail sector and ahead of most home furnishing peers. S&P believes that in part, demand has been driven by consumers spending a large portion of their time at home as they social distance. This, combined with reallocation of discretionary spending from travel and experiences, has led consumers to focus on improving their households through home decor purchases. Furthermore, given At Home's low prices relative to peers in the industry, it is potentially benefitting from consumers trading down from more expensive retailers. "What remains unclear is the sustainability of positive trends through the second half of the year. We believe that consumer spending has been at least partially buoyed by government stimulus actions, which recently expired and lack a clear replacement. In addition, we consider in our forecast that performance in the second quarter benefited from some level of pent-up demand from the period in the first quarter when stores were fully closed due to government-mandated shutdowns," S&P said. Furthermore, the pandemic continues to surge across a large portion of the U.S. We do not anticipate broad retail shutdowns across the country to recur, however it is possible there could be pockets of closures in certain highly affected areas. As a result of these factors, we believe there is outsized potential for volatility in At Home's performance over the next 12 months and assign a negative comparable ratings analysis modifier," the rating agency said. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The positive outlook reflects S&P's expectation for debt to EBITDA in the high-5x range for fiscal 2021, declining toward 5x in fiscal 2022. Incorporated into S&P's expectation is significant cash generation, leading to a more sustainable balance on the revolver. Upside Scenario S&P could raise the rating if: -- S&P's highly confident that company performance will remain positive even after the alleviation of COVID-19 against the backdrop of a weakened economy. -- S&P expects that leverage will decline below 5x. -- At Home demonstrates a commitment to debt reduction by maintaining lower revolver borrowings than historically. S&P could revise the outlook to stable if: -- S&P expects At Home's performance will weaken materially once the COVID-19 pandemic ends. -- S&P expects leverage to remain above 5x. -- S&P no longer anticipate a pay down of revolver borrowings over the next 24 months, leading to more debt than expected. BAP PROPERTIES: Seeks to Hire St. James Law as Counsel ------------------------------------------------------ BAP Properties, LLC, seeks authority from the United States Bankruptcy Court for the Northern District of California to hire St. James Law, P.C. as its Chapter 11 counsel. St. James Law, P.C. has a single full-time professional employee, Michael St. James, whose current hourly rate is $650 per hour. The counsel received a pre-payment deposit or retainer of $50,000, of which $6,462 was applied to pre-petition services and the filing fee, leaving a net pre-petition retainer of $43,538 as of the filing date. The counsel does not have or represent any interest adverse to the Debtor or the estate and is a "disinterested person," as defined at 11 U.S.C. 101(14). The firm can be reached through: Michael St. James, Esq. ST. JAMES LAW, P.C. 22 Battery Street, Suite 888 San Francisco, CAa 94111 Phone: (415) 391-7566 Fax: (415) 391-7568 Email: michael@stjames-law.com About BAP Properties, LLC BAP Properties, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-41119) on July 1, 2020. The petition was signed by Kuldeep Singh, member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Michael St. James, Esq. at ST. JAMES LAW, P.C. represents the Debtor as counsel. BHF CHICAGO: Seeks to Hire Amherst Consulting as Sale Advisor ------------------------------------------------------------- BHF Chicago Housing Group B LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Amherst Consulting, LLC as its sale advisor. The Debtor was formed as a single-purpose entity in 2016 for the purpose of acquiring 45 multi-family residential rental buildings in the south side of Chicago. The Debtor's 45 multi-family residential buildings contain an aggregate of 545 separate affordable housing residential and commercial units. The Debtor requires Amherst to: (a) regularly report to the Debtor, the Bond Trustee, City of Chicago, and the U.S. Trustee as to the status of the sale process; (b) conduct due diligence investigations; (c) participate in the Debtor's evaluation and determination of "Qualified Bidders"; (d) review of Debtor's evaluation and comparison of bidders, bids, and bid terms; (e) participate in Debtor's consultation with the City of Chicago, Bond Trustee, Amherst Real Estate and all parties in interest, including prospective purchasers of the Debtor's assets; (f) monitor the Debtor's determination of the highest and best bid during the sale process and auction; (g) review of the Debtor's determination and declaration of the Successful Bidder; (h) attend to all other aspects of the sale and interaction with bidders and prospective bidders; (i) review of the efforts of the Debtor's counsel and other outside advisors, including Amherst Real Estate, for the benefit of the Debtor; (j) prepare and file on the docket a report for the Bankruptcy Court detailing all aspects of the sale process; (k) appear before the Bankruptcy Court, as necessary, to inform the Court of the status of the sale process and provide analysis of the Report; and (l) perform such other tasks, as required to ensure the appropriate administration of the sale process. Amherst's hourly rates are: Scott Eisenberg $425 Bruce Goldstein $400 Mr. Eisenberg will serve as the primary professional providing the Services to the bankruptcy estate and Mr. Goldstein will assist when required. Amherst does not hold or represent any interest adverse to the Debtor's chapter 11 estate, and is a "disinterested person" as such term is defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Scott Eisenberg Bruce Goldstein Amherst Consulting, LLC 255 E. Brown, Suite 120 Birmingham, MI 48009 Phone: (248) 642-5660 Email: seisenberg@amherstpartners.com About BHF Chicago Housing Group B BHF Chicago Housing Group B, LLC is the owner of fee simple title to certain parcels of real property, all in Chicago, Ill. BHF Chicago Housing Group sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 20-12453) on June 15, 2020. At the time of the filing, Debtor was estimated to have assets in the range of $10 million to $50 million and $50 million to $100 million in debt at the time of the filing. Debtor has tapped Clark Hill PLC as its legal counsel. BIG RIVER STEEL: S&P Rates New $265MM Secured Revenue Bonds 'B' --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '4' recovery rating to U.S.-based steel producer Big River Steel LLC's proposed $265 million senior secured tax-exempt industrial development revenue bonds due 2049 and senior secured $235 million taxable industrial development revenue bonds due 2030. The '4' recovery rating indicated its expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default. The company plans to use the proceeds from the proposed bonds to pay off its $389 million term loan B due 2023 and add $100 million in cash to the balance sheet to strengthen its cash position to offset recent capital spending on its phase ll expansion. Additionally, Big River is exercising an accordion feature on its asset-based lending (ABL) facility increasing the maximum borrowing availability to $350 million from $225 million. S&P also revised its existing recovery ratings on the company's outstanding senior secured debt to '4' from '3', reflecting the new bonds being parri passu with the company's current outstanding senior secured obligations, reducing the amount of available collateral for existing debt holders. The issue-level ratings remain 'B'. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P has assigned a 'B' issue-level rating and '4' recovery rating to Big River's proposed $265 million secured tax-exempt revenue bonds due 2049 and $235 million secured taxable revenue bonds due 2030. At the same time, S&P has affirmed its existing 'B' issue-level ratings on the company's $487 million secured tax-exempt revenue bonds due 2049 and its $600 million senior secured notes due 2025 and revised the rating agency's recovery ratings to '4' from '3'. S&P understands that the proposed secured revenue bonds will rank pari passu with the existing secured tax-exempt revenue bonds and senior notes. -- The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of a conventional payment default. -- S&P assumes that reorganization (rather than asset liquidation) would maximize recoveries for creditors, so its analysis contemplates a gross valuation of approximately $1.0 billion, reflecting about $185 million of emergence EBITDA and a 5.5x multiple. -- The $185 million emergence EBITDA incorporates S&P's standard recovery assumptions for minimum capital expenditure (at about 2.0% of sales) and the rating agency's standard 15% cyclicality adjustment for issuers in the metals and mining downstream sector. S&P also applies a 20% operational adjustment, given its view that the difference between Big River's actual EBITDA (based on an average annual run rate of about $200 million) and its default EBITDA proxy (about $134 million) is materially greater than the typical discount relative to its similarly rated peers. The 5.5x multiple is in line with the multiples S&P assigns to other companies in the metals and mining downstream sector. -- S&P's recovery analysis also assumes that, in a hypothetical bankruptcy scenario, Big River would have drawn about 60% of the commitment amount under its ABL facility (net of letters of credit)--approximately $215 million--at default. Simulated default assumptions S&P bases its simulated default scenario on a default in 2023, following continued weakness across the company's key end markets, including auto, electrical power, and infrastructure and energy, as well as general weakness in global steel markets. This results in prolonged lower metal margins and negative cash flows. At the same time, material construction delays or cost overruns not met with an additional equity infusion could pressure Big River's liquidity. -- Year of default: 2023 -- Emergence EBITDA: $185 million -- EBITDA multiple: 5.5x -- Gross recovery value: $1.0 billion Simplified waterfall -- Net recovery value for waterfall after 5% administrative expenses: $967 million -- Obligor/nonobligor valuation split: 100%/0% -- Priority claims (ABL borrowings): $215 million -- Total value available to senior secured noteholders: $752 million -- Estimated senior secured debt claims: $1.7 billion -- Recovery expectation: 30%-50% (rounded estimate: 40%) -- Recovery rating: '4' BIOLASE INC: Incurs $4.69 Million Net Loss in Second Quarter ------------------------------------------------------------ Biolase, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $4.69 million on $2.94 million of net revenue for the three months ended June 30, 2020, compared to a net loss of $3.90 million on $8.64 million of net revenue for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $10.70 million on $7.72 million of net revenue compared to a net loss of $8.80 million on $18.97 million of net revenue for the six months ended June 30, 2019. As of June 30, 2020, the Company had $27.75 million in total assets, $26.45 million in total liabilities, and $1.31 million in total stockholders' equity. The Company incurred losses from operations and net losses, and used cash in operating activities for the three and six months ended June 30, 2020. The Company's recurring losses, level of cash used in operations, and need for additional capital in the future, including uncertainties surrounding the impact of COVID-19, raise substantial doubt about the Company's ability to continue as a going concern. "Despite the ongoing challenges associated with the COVID-19 pandemic, the developments in the quarter and more recently position BIOLASE for success," commented Todd Norbe, president and chief executive officer. "Our Epic Hygiene dental laser meets the Centers for Disease Control and Prevention (CDC) guidelines to minimize the risk of COVID-19, while our all-tissue Waterlase dental lasers already create 98% less aerosol than traditional dental handpieces, meeting the American Dental Association's recommendation of reduced aerosol production to limit the spread of infectious pathogens, such as COVID-19. I believe these unique attributes will meet the rising needs of dentists and patients and will contribute significantly to our success as dental practices reopen and procedures return to pre-COVID-19 levels. "I also believe the oversubscribed rights offering we recently completed and the registered direct offering in June demonstrate investor confidence in our growth strategy. We believe our current liquidity position and our cost containment efforts provide us with sufficient capital to effectively execute on our growth strategy." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/811240/000156459020040120/biol-10q_20200630.htm About BIOLASE BIOLASE -- http://www.biolase.com/-- is a medical device company that develops, manufactures, markets, and sells laser systems in dentistry, and medicine. BIOLASE's products advance the practice of dentistry and medicine for patients and healthcare professionals. BIOLASE's proprietary laser products incorporate approximately patented 257 and 43 patent-pending technologies designed to provide biologically clinically superior performance with less pain and faster recovery times. BIOLASE's innovative products provide cutting-edge technology at competitive prices to deliver superior results for dentists and patients. BIOLASE's principal products are revolutionary dental laser systems that perform a broad range of dental procedures, including the treatment of periodontitis, and a full line of dental imaging equipment. BIOLASE has sold over 41,200 laser systems to date in over 80 countries around the world. Laser products under development address BIOLASE's core dental market and other adjacent medical and consumer applications. Biolase reported a net loss of $17.85 million for the year ended Dec. 31, 2019, compared to a net loss of $21.52 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $24.53 million in total assets, $25.42 million in total liabilities, $3.96 million in total redeemable preferred stock, and a total stockholders' deficit of $4.86 million. BDO USA, LLP, in Costa Mesa, California, the Company's auditor since 2005, issued a "going concern" qualification in its report dated March 27, 2020 citing that the Company has suffered recurring losses from operations, has negative cash flows from operations and has uncertainties regarding the Company's ability to meet its debt covenants and service its debt. These factors, among others, raise substantial doubt about its ability to continue as a going concern. BIONIK LABORATORIES: Posts $2 Million Net Loss in First Quarter --------------------------------------------------------------- Bionik Laboratories Corp. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss and comprehensive loss of $2 million on $257,908 of sales for the three months ended June 30, 2020, compared to a net loss and comprehensive loss of $2.12 million on $790,379 of sales for the three months ended June 30, 2019. As of June 30, 2020, the Company had $18.71 million in total assets, $6.99 million in total current liabilities, and $11.72 million in total shareholders' equity. Commenting on the quarter, Dr. Eric Dusseux, BIONIK's chief executive officer, said, "With the COVID-19 pandemic, we are in a time of our lives and one within society that we have never experienced before. It is truly unprecedented, which is why BIONIK is operating under a modified plan to reduce costs and otherwise address the effects on our business caused by COVID-19. We sold InMotion robots to customers in the U.S. We were extremely proud to donate an InMotion robot to MossRehab, and to help patients inflicted with COVID-19 get the critical therapy they need as they seek a return toward a normal life within their communities, and support their dedicated healthcare team with their tireless efforts to rehabilitate patients. We launched InMotion Connect targeting the critical need to improve technology adoption at each rehabilitation clinic that can be monitored through the platform to ensure that the state-of-the-art rehabilitation methods are effectively in use across the hospital network. The single platform, already deployed in one Kindred site, that can be accessed anywhere, anytime, helps increasing technology adoption due to convenience and ease-of-use for the clinician, hospital management and headquarter teams." Gross margin for the quarter ended June 30, 2020 was $195,353, or 75.7%, due to a reversal of an overstated warranty reserve (57.6% without the effects of the warranty adjustment), compared to $454,294 or 57.5% for the quarter ended June 30, 2019. BIONIK had cash and cash equivalents of $2,403,037 as of June 30, 2020, compared to $2,269,747 as of March 31, 2020. The Company's working capital deficit at June 30, 2020 was $931,222 compared to a working capital surplus of $626,923 as of March 31, 2020. The working capital deficit at June 30, 2019 is due to convertible loans received by the Company during the quarter being recorded as current liabilities rather than in equity when the loans are converted. Bionik said, "The Company will require additional financing to fund its operations and it is currently working on securing this funding through corporate collaborations, public or private equity offerings or debt financings. Sales of additional equity securities by the Company would result in the dilution of the interests of existing stockholders. There can be no assurance that financing will be available when required. In the event that the necessary additional financing is not obtained, the Company would reduce its discretionary overhead costs substantially or otherwise curtail operations. The Company expects to raise additional funds to meet the Company's anticipated cash requirements for the next 12 months; however, these conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty." A full-text copy of the Form 10-Q is available for free at: https://tinyurl.com/y3rrwjbp About BIONIK Laboratories BIONIK Laboratories -- http://www.BIONIKlabs.com/-- is a robotics company focused on providing rehabilitation and mobility solutions to individuals with neurological and mobility challenges from hospital to home. The Company has a portfolio of products focused on upper and lower extremity rehabilitation for stroke and other mobility-impaired patients, including three products on the market and three products in varying stages of development. Bionik reported a net loss and comprehensive loss of US$25.02 million for the year ended March 31, 2020, compared to a net loss and comprehensive loss of US$10.56 million for the year ended March 31, 2019. MNP LLP, in Toronto, Ontario, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 25, 2020, citing that the Company's accumulated deficit, recurring losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. BLUE DOLPHIN: Incurs $4.24 Million Net Loss in Second Quarter ------------------------------------------------------------- Blue Dolphin Energy Company filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss of $4.24 million on $18.47 million of total revenue from operations for the three months ended June 30, 2020, compared to a net loss of $3.30 million on $78.34 million of total revenue from operations for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $7.58 million on $80.47 million of total revenue from operations compared to a net loss of $2.55 million on $147.27 million of total revenue from operations for the six months ended June 30, 2019. As of June 30, 2020, the Company had $70.94 million in total assets, $74.85 million in total liabilities, and a total stockholders' deficit of $3.91 million. Going Concern Management has determined that certain factors raise substantial doubt about the Company's ability to continue as a going concern. These factors include the following: Defaults Under Secured Loan Agreements with Third Parties. Defaults under the Company's secured loan agreements with third parties include loan agreements with Veritex in the original aggregate principal amount of $35.0 million, which are guaranteed 100% by the USDA, and a line of credit agreement with Pilot in the original principal amount of $13.0 million. Certain of the Company's related-party debt is also in default. Veritex Loan Agreements. In September 2017, Lazarus Energy, LLC (LE), Jonathan Carroll, Blue Dolphin, Lazarus Refining & Marketing, LLC (LRM), and LE received notification from Veritex regarding events of default under the Company's secured loan agreements, including, but not limited to, the occurrence of the GEL Final Arbitration Award, associated material adverse effect conditions, failure by LE to replenish a $1.0 million payment reserve account, and the occurrence of events of default under the Company's other secured loan agreements with Veritex. Further, Veritex informed obligors that it would consider a final confirmation of the GEL Final Arbitration Award to be a material event of default under the loan agreements. Veritex did not accelerate or call due the Company's secured loan agreements considering then ongoing settlement discussions between GEL and the Lazarus Parties. Instead, Veritex expressly reserved all its rights, privileges and remedies related to events of default. In April 2019, LE, Jonathan Carroll, Blue Dolphin, LRM, and LE received notification from Veritex that the bank agreed to waive certain covenant defaults and forbear from enforcing its remedies under the Company's secured loan agreements subject to: (i) the agreement and concurrence of the USDA and (ii) the replenishment of the payment reserve account on or before Aug. 31, 2019. Following the GEL Settlement, the associated mutual releases became effective and GEL filed the stipulation of dismissal of claims against LE. As of Aug. 14, 2020, LE had not replenished the payment reserve account and the obligors were still in default under the Company's secured loan agreements with Veritex. In April 2020, LE and LRM were each granted a two-month deferment period on their respective Veritex loans commencing from April 22, 2020 to June 22, 2020. During the deferment period, LE and LRM were not obligated to make payments and interest continued to accrue at the stated rates of the loans. Upon expiration of the deferment period: (i) Veritex re-amortized the loan such that future payments on principal and interest were adjusted based on the remaining principal balances and loan terms, and (ii) all other terms of the loans reverted to the original terms, and previous defaults were reinstated. The deferment did not address LE's requirement to replenish the payment reserve account. Principal and interest payments resumed on July 22, 2020. As of Aug. 14, 2020, the Company is current on required monthly payments under the Company's secured loan agreements with Veritex. At June 30, 2020, LE and LRM were in violation of the debt service coverage ratio, current ratio, and debt to net worth ratio financial covenants under the Company's secured loan agreements with Veritex. As a result, the debt associated with these loans was classified within current portion of long-term debt on the Company's consolidated balance sheets at June 30, 2020 and Dec. 31, 2019. The Company said, "We can provide no assurance that: (i) our assets or cash flow will be sufficient to fully repay borrowings under our secured loan agreements with Veritex, either upon maturity or if accelerated, (ii) LE and LRM will be able to refinance or restructure the payments of the debt, and/or (iii) Veritex, as first lien holder, will provide future default waivers. Defaults under our secured loan agreements with Veritex permit Veritex to declare the amounts owed under these loan agreements immediately due and payable, exercise its rights with respect to collateral securing obligors' obligations under these loan agreements, and/or exercise any other rights and remedies available. Any exercise by Veritex of its rights and remedies under our secured loan agreements would have a material adverse effect on our business operations, including crude oil and condensate procurement and our customer relationships; financial condition; and results of operations. Further, the trading price of our common stock and the value of an investment in our common stock could significantly decrease, which could lead to holders of our common stock losing their investment in our common stock in its entirety." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/793306/000165495420009186/bdco_10q.htm About Blue Dolphin Headquartered in Houston, Texas, Blue Dolphin -- www.blue-dolphin-energy.com -- is an independent downstream energy company operating in the Gulf Coast region of the United States. The Company's subsidiaries operate a light sweet-crude, 15,000-bpd crude distillation tower with approximately 1.2 million bbls of petroleum storage tank capacity in Nixon, Texas. Blue Dolphin was formed in 1986 as a Delaware corporation and is traded on the OTCQX under the ticker symbol "BDCO". UHY LLP, in Sterling Heights, Michigan, the Company's auditor since 2002, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company is in default under secured and related party loan agreements and has a net working capital deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BOOZ ALLEN: S&P Rates New Senior Unsecured Notes 'BB-' ------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '6' recovery rating to Booz Allen Hamilton Inc.'s proposed senior unsecured notes. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in a default scenario. All of S&P's other ratings on the company, including the 'BB+' issuer credit rating, remain unchanged. Booz Allen plans to use a portion of the proceeds from the notes to repay its $350 million of 5.125% senior notes due 2025 and for general corporate purposes. BRIGGS & STRATTON: Sets Bidding Procedures for Equity Interests --------------------------------------------------------------- Briggs & Stratton Corp. and its affiliates ask the U.S. Bankruptcy Court for the Eastern District of Missouri to authorize the bidding procedures in connection with the sale of (i) their assets, (ii) the equity interests in their non-Debtor foreign subsidiaries, and (iii) certain joint venture equity interests held by the Debtors, to Bucephalus Buyer, LLC for approximately $550 million cash, subject to certain adjustments, plus certain assumed liabilities, subject to overbid. In March and April 2020, the Company began working with a skilled team of advisors, including Houlihan, to assist the Company in debt and capital matters, including raising additional capital to address the Company's near-term liquidity needs as well as the 2020 maturity of the Company's Unsecured Notes (and the related September 2020 springing maturity under the ABL Credit Agreement) ("Capital Raise Process"). The Company and Houlihan evaluated strategic alternatives available to the Debtors in light of the Company's financial condition, and Houlihan conducted a months-long, robust process for raising capital, either through a financing or a sale of assets through a prepetition sale process ("Prepetition M&A Process"). While conducting the Prepetition M&A Process, at the Company's direction, Houlihan also engaged in discussions with the ABL Lenders regarding a longer-term solution to its financing and liquidity issues. Houlihan also explored a potential restructuring transaction on behalf of the Company, and to that end, Houlihan engaged in discussions with a group of Senior Noteholders comprised of at least 16 members that hold approximately $125 million of the Senior Notes (roughly 64% of the issue). As part of the Prepetition M&A Process and to satisfy a requirement under the ABL Credit Agreement, the Company established a May 15th deadline for potential investors to submit terms sheets. Throughout June 2020, the Prepetition M&A Process continued as Houlihan solicited final proposals from those potential bidders that remained interested and had provided satisfactory term sheets. After the thorough and exhaustive process described, the Debtors entered into the Stalking Horse Agreement on July 19, 2020. The Stalking Horse Agreement provides for a cash purchase price of $550 million (subject to adjustment), plus the assumption of certain liabilities. The Debtors entered into the Stalking Horse Agreement with the Stalking Horse Bidder after extensive arms-length negotiation. The Debtors expect the postpetition marketing process for the Assets and Equity Interests to remain comprehensive and vigorous. To that end, upon execution of the Stalking Horse Agreement the Debtors recommenced their discussions with bidders that have expressed interest, while at the same time have the benefit of the Stalking Horse Bid, which will set a floor price for the Assets and Equity Interests. The salient terms of the Bidding Procedures are: a. Bid Deadline: Aug. 28, 2020, at 5:00 p.m. (CT) b. Initial Bid: The price proposed to be paid for the specified Assets and Equity Interests in U.S. Dollars. In addition, (a) a bid must propose a Purchase Price equal to or greater than the sum of (1) the value of Stalking Horse Bid; (2) an initial overbid, consisting of the sum of the Termination Payment ($16.5 million), the Expense Reimbursement Payment (up to $2.75 million), and $1 million; (b) the Purchase Price must include an amount in cash sufficient to satisfy the Termination Payment; and (c) the Purchase Price must be sufficient to pay in full all amounts outstanding under the DIP Credit Agreement. c. Deposit: 10% of the cash portion of the Purchase Price d. Auction: The Auction (if any) will be held on Sept. 1, 2020 at 10:00 a.m. (CT) if the Debtors receive more than one Qualified Bid, either (i) at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 or (ii) virtually pursuant to procedures to be filed by the Debtors on the Court's docket prior to the Auction. e. Bid Increments: $1 million f. Sale Hearing: Sept. 11, 2020 at TBD (CT) g. Sale Objection Deadline: Sept. 10, 2020, at 5:00 p.m. (CT) h. Closing: Nov. 19, 2020, subject to automatic extension to Dec. 31, 2020 to permit time for regulatory antitrust approvals i. Persons or entities holding a perfected security interest in any Assets or Equity Interests of a Debtor may ask to submit a credit bid for such Assets or Equity Interests. The Bidding Procedures and Bidding Procedures Order provide for procedures with regard to noticing. As soon as practicable, but no later than five business days after entry of the Bidding Procedures Order, the Debtors will file with the Court, serve on the Sale Notice Parties, and cause to be published on the Claims Agent Website, the Sale Notice. If no Qualified Bid is received, the Debtors will file a notice cancelling the Auction and designating the Stalking Horse Bid as the Successful Bid by no later than Aug. 31, 2020 at 5:00 p.m. (CT). The Debtors will notify Bidders of (i) status as a Qualified Bidder and (ii) selection of Baseline Bid by no later than Aug. 31, 2020 at 5:00 p.m. (CT). The Debtors will file with the Court the notice of Auction results and designation of the Successful Bid and Back-Up Bid and, to the extent the Successful Bidder is not the Stalking Horse Bidder (a) provide Counterparties with Adequate Assurance Information for the Successful Bidder and (b) provide notice to Counterparties of Proposed Assumed Contracts designated by the Successful Bidder for assumption and assignment by no later than Sept. 3, 2020 at 5:00 p.m. (CT). In connection with a Sale Transaction, the Debtors are asking to assume and assign any known Contracts that are designated by a Successful Bidder (or its designated assignee(s)). Not later than five (5) business days after entry of the Bidding Procedures Order, the Debtors will file with the Court, serve on all Counterparties to Contracts and the Objection Notice Parties, and cause to be published on the Claims Agent Website, the initial Assumption and Assignment Notice. In the interest of attracting the best offers, the Assets and Equity Interests will be sold free and clear of any and all liens, claims, interests, and other encumbrances, with any such liens, claims, interests, and encumbrances to attach to the proceeds of the applicable sale. Finally, to implement the foregoing successfully, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and any stay of the order granting the relief requested pursuant to under Bankruptcy Rules 6004(h) and 6006(d). A copy of the APA and the Bidding Procedures is available at https://tinyurl.com/y58posg6 from PacerMonitor.com free of charge. The Purchaser: BUCEPHALUS BUYER, LLC c/o KPS Capital Partners 485 Lexington Avenue, #31 New York, NY 10017 Attn: Michael Psaros Ryan Baker E-mail: mpsaros@kpsfund.com rbaker@kpsfund.com The Purchaser is represented by: KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022 Attn: Joshua Kogan, P.C. Chad Husnick, P.C. Gregory Pesce E-mail: joshua.kogan@kirkland.com chad.husnick@kirkland.com gregory.pesce@kirkland.com About Briggs & Stratton Corporation Briggs & Stratton Corporation is a producer of gasoline engines for outdoor power equipment and a designer, manufacturer and marketer of power generation, pressure washer, lawn and garden, turf care, and job site products. The Company's products are marketed and serviced in more than 100 countries on six continents through 40,000 authorized dealers and service organizations. Visit https://www.basco.com/ for more information. Briggs & Stratton Corporation and four affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 20-43597) on July 20, 2020. The petitions were signed by Mark A. Schwertfeger, senior vice president and chief financial officer. At the time of the filing, Briggs & Stratton Corporation disclosed total assets of $1,589,398,000 and total liabilities of $1,350,058,000 as of March 29, 2020. Judge Barry S. Schermer oversees the cases. The Debtors tapped Weil, Gotshal & Manges LLP as bankruptcy counsel; Carmody MacDonald P.C. as local counsel; Foley & Lardner LLP as corporate counsel; Houlihan Lokey Inc. as investment banker; Ernst & Young, LLP as restructuring and tax advisor; Deloitte LLP as auditor and tax consultant; and Kurtzman Carson Consultants, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. CALLAWAY GOLF: Moody's Lowers CFR to B1, Outlook Stable ------------------------------------------------------- Moody's Investors Service downgraded Callaway Golf Company's Corporate Family Rating to B1 from Ba3 and Probability of Default Rating to B1-PD from Ba3-PD. Moody's additionally downgraded the company's senior secured term loan B to B1 from Ba3. The company's Speculative Grade Liquidity rating remains SGL-2 and the outlook remains stable. The downgrade of Callaway's CFR to B1 reflects the disruption and weakness in the company's operating results due to the coronavirus, which Moody's views as a social risk. Temporary government mandated closures of various operating facilities and retail stores for the company as well as their customers, has negatively impacted the company's revenue and earnings and will remain a headwind. While the sales declines have since abated in recent months, driven largely by a recovery in the golf equipment segment, the impact on the business and the recent convertible notes offering, while shoring up liquidity, will leave the company's leverage level elevated through 2021. Moody's also expects a recovery in the competitive apparel business to take multiple years due to higher unemployment and changing consumer buying habits. The following ratings/assessments are affected by the action: Ratings Downgraded: Issuer: Callaway Golf Company Corporate Family Rating, Downgraded to B1 from Ba3 Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Senior Secured Bank Credit Facility, Downgraded to B1 (LGD4) from Ba3 (LGD4) Outlook Actions: Issuer: Callaway Golf Company Outlook, Remains Stable RATINGS RATIONALE Callaway's B1 CFR reflects the negative impact of the coronavirus on the company's revenue and earnings resulting in elevated leverage, as well as the company's concentration in a niche, highly discretionary and cyclical consumer product segment. Callaway's credit profile is also constrained by the risks associated with its non-golf-related apparel products, an industry with very different and more challenging competitive dynamics than its traditional golf business. Callaway's credit profile is supported by its leading market position and strong brand name in the golf industry. The credit profile also reflects Callaway's good liquidity and solid scale with revenue around $1.5 billion. 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 Callaway of the deterioration in credit quality it has triggered, given its global exposure, which has left it vulnerable to shifts in market demand and sentiment in these unprecedented operating conditions. A significant number of golf rounds were lost during coronavirus related course shutdowns in March and April, but rounds played are trending meaningfully higher in recent months. Moody's expects a continuation of the positive trend in the second half of 2020 but that rounds played will moderate as more entertainment options reopen and travel recovers. Callaway is publicly traded and has a balanced approach between shareholder distributions and debt repayment. The company has generally kept a conservative financial profile with modest leverage and a small $4 million annual dividend that the company has suspended for the remainder of 2020. Debt and leverage have increased meaningfully in recent years to fund acquisitions including the purchase of Jack Wolfskin in January 2019. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that demand for the company's golf products will continue to recover through the back half of 2020, and that the apparel business will have a more volatile and longer time period to recovery. The stable outlook also reflects the expectation for the company to maintain good liquidity including positive free cash flow and reduce leverage from its elevated level due to the coronavirus through a combination of debt repayment and earnings recovery. Ratings could be downgraded if operating performance weakens or liquidity deteriorates from current levels. Leverage maintained above 5x debt to EBITDA could result in a downgrade. Ratings could be upgraded with continued recovery in the company's golf equipment business and a return to pre-coronavirus levels for the company's apparel business, including Jack Wolfskin. An upgrade would require Debt to EBITDA sustained below 4x with good liquidity. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Callaway Golf Company, headquartered in Carlsbad, CA, manufactures and sells golf clubs, golf balls, and golf and lifestyle apparel and accessories. The company's portfolio of global brands includes Callaway Golf, Odyssey, OGIO, TravisMathew and Jack Wolfskin. Revenue for the publicly-traded company for the last twelve-month period ended June 30, 2020 was approximately $1.5 billion. CALLAWAY GOLF: S&P Affirms 'B+' ICR; Outlook Negative ----------------------------------------------------- S&P Global Ratings affirmed all its ratings on Callaway Golf Co. (including the 'B+' issuer credit rating) and removed them from CreditWatch, where it placed them with negative implications on April 9, 2020. Callaway has benefited from recent positive golf trends, despite significant sales and EBITDA declines in the first and second quarters of 2020. S&P lowered the ratings on Callaway and placed them on CreditWatch with negative implications in early April due to coronavirus-related stay-at-home orders that temporarily shut down most golf courses, golf retailers, and manufacturing facilities. The shutdowns significantly hurt Callaway's operations, and the company recently reported a 34% year-over-year decrease in sales and a 56% decrease in adjusted EBITDA in the second quarter. These declines were less severe than S&P had originally forecast, driven by a robust bounce-back in golf participation and rounds played in May and June, which likely drove golf equipment sales. The National Golf Foundation (NGF) reported a 6% year-over-year increase in golf rounds played in May, and a 14% increase in June. NGF research indicates that golf participation was about 20% higher in the second quarter compared to prior year levels, due to new golfers taking up the game and golfers that had previously stopped playing returning to the sport. This should lead to better sales volumes for Callaway. In fact, Callaway grew its market share in the second quarter, and its share remains No. 1 in golf clubs and No. 2 in golf balls. The NGF reports that wholesale sales of clubs were up over 30% year over year in June. "We believe these trends will continue into the second half of the year, enabling the company to stabilize EBITDA and modestly improve leverage and cash flows. Our revised adjusted EBITDA projections are more than 60% better than when we placed Callaway on CreditWatch with negative implications in April; and we now expect debt to EBITDA for fiscal year 2020 to improve to the mid-5x area compared to our prior projections of nearly 8x, while the company should also generate positive free operating cash flow (FOCF)," S&P said. Callaway could sustain leverage above 5x given continued uncertainty around the pandemic's impact on employment and consumer spending. "Notwithstanding better-than-expected second quarter results and positive momentum in golf participation and equipment sales, we expect Callaway's leverage will remain high in the mid-5x area in 2020, and could spike higher if the momentum doesn't continue in the second half as expected. We forecast an improvement in 2021 to the mid-4x area primarily because we do not expect the widespread stay-at-home orders and business closures we saw in spring 2020 to recur. However, there is still considerable uncertainty around the COVID-19 pandemic's impact on unemployment and consumer discretionary spending over the next 12-18 months," S&P said. While many golf retail stores are open, such as Golf Galaxy and Dicks Sporting Goods, and 98% of golf courses in the U.S. are open, the retail shops at some of these courses are still closed to promote social distancing and keep people outdoors. In addition, more than 20% of the company's revenue comes from apparel, including the outdoor brand Jack Wolfskin (for which Callaway incurred an impairment charge in the second quarter) and the golf and lifestyle brand Travis Mathew. The apparel business was heavily affected by the pandemic and the recovery has been slower than in the golf equipment segment. S&P believes the push to get outdoors could accelerate the recovery for Jack Wolfskin; however, the company's apparel sales are susceptible to declines in foot traffic in retail stores, especially in areas that see a resurgence in new coronavirus cases. Therefore S&P's base-case projection has a fair degree of uncertainty to it and leverage could still remain higher than expectations, including debt to EBITDA above 5x well into 2021 if recent trends do not continue. Callaway has good liquidity and a relatively conservative financial policy. The company operated with minimal debt until it acquired Jack Wolfskin at the beginning of 2019 with a $480 million term loan and upsized asset-based lending (ABL) facility. It has already repaid more than $30 million of the term loan. The company has a substantial amount of cash ($164 million as of June 30, 2020), partly due to its issuance of a $258 million convertible note in the quarter, and it had $279 million available on its ABL facilities at quarter-end. "Although we calculate Callaway's debt to EBITDA without netting cash against debt because of our view of the company's business risk, its leverage would be at least 1x better on a net cash basis. In addition, the company recently suspended its modest dividend of about $4 million annually, signaling its willingness to prioritize liquidity, cash flow generation, and reinvestment in the business," S&P said. The negative outlook reflects Callaway's elevated leverage in 2020 and the risk that it will sustain leverage above 5x if earnings do not steadily rebound as S&P expects from the pandemic-related March and April lows of this year. "We could lower the rating on Callaway over the next 12 months if we no longer believe that the company can reduce its leverage to 5x or below by the end of 2021. This could occur if sustained high unemployment reduces consumer spending on discretionary goods like golf equipment and apparel, or if the company does not manage costs well while expanding the Jack Wolfskin brand into new geographies," S&P said. "We could revise the outlook to stable once we are confident that the company will reduce its leverage to under 5x and sustain it below that level. For this to happen the company's recent golf equipment sales momentum has to be sustained into 2021, while sales and EBITDA at its more volatile apparel businesses can stabilize in the second half and steadily rebound into 2021," S&P said. CAMBER ENERGY: Provides Update on Planned Merger with Viking ------------------------------------------------------------ Camber Energy, Inc., and Viking Energy Group, Inc., provided an update regarding the status of the closing their pending merger. As previously reported, Camber received comments from the Securities and Exchange Commission on its draft Registration Statement on Form S-4 which was filed with the SEC in June 2020, as is customary and as was expected, and the parties are currently working to address those comments and re-file an amended Form S-4. However, due to the filing deadline of each company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which are due on Aug. 14, 2020 (or in the case of Viking, on or before Aug. 19, 2020, if the appropriate notification is filed), the parties determined that it was prudent to complete such filings before finalizing and filing an updated Form S-4, which can then be updated with financial information and related disclosures through June 30, 2020, to help reduce further delays with the SEC's review and approval of such Form S-4. Camber plans to file its Quarterly Report for the quarter ended June 30, 2020 (which is the first quarter of Camber's 2021 fiscal year) by the original due date thereof, Friday, Aug. 14, 2020. Viking plans to file its Quarterly Report for the quarter ended June 30, 2020 (which is the second quarter of Viking's 2020 fiscal year) on Aug. 14, 2020, but no later than Aug. 19, 2020 (if Viking determines to file a Form 12b-25 Notification of Late Filing). The parties plan to re-file the Form S-4 with the SEC, with updated financial and other information, by the end of August, with the goal of obtaining effectiveness of such Form S-4 by the end of the third quarter of calendar 2020 and closing the merger in the fourth quarter of calendar 2020. A current updated estimate of the parties' originally disclosed timeline for closing the merger is disclosed below: Projected Event Timeline ----- --------- Viking to file its Annual Report Completed on Form 10-K for Viking's December 31, 2019 fiscal year end Viking to file Current Report on Completed Form 8-K/A including financial statements related to its February 3, 2020 acquisition Camber to file Registration Statement Completed on Form S-4 with preliminary joint proxy statement with the Securities and Exchange Commission Camber and Viking to receive Completed Fairness Opinions regarding the planned Merger Viking to file its Quarterly Report Completed on Form 10-Q for the quarter ended March 31, 2020 Camber to file its Annual Report Completed on Form 10-K for Camber's March 31, 2020 fiscal year end Camber to file its Quarterly Report Scheduled for on Form 10-Q for the quarter Aug. 14, 2020 ended June 30, 2020 Viking to file its Quarterly Report Intended to be on Form 10-Q for the quarter ended Aug. 14, 2020, June 30, 2020 but no later than Aug. 19, 2020 Camber to re-file amended Registration By the end of Statement on Form S-4 with the August 2020 Securities and Exchange Commission Camber and Viking to receive Fall 2020(1) Shareholder Approval Camber to receive Stock Exchange Fall 2020(1) Approval for the Merger Closing of the Merger Fall 2020(1) (1) The Company notes that this projection is later than originally estimated because the parties determined to push back the filing of the amended Form S-4 to focus on filing the June 30, 2020 Form 10-Qs and to update the Form S-4 with more recent financial information, which the parties believe will, in the long-run, help accelerate the SEC's review of the Form S-4. Details regarding the planned merger, along with copies of the definitive (1) Agreement and Plan of Merger, (2) First Amendment, (3) Second Amendment and (4) Third Amendment to the Agreement and Plan of Merger signed by the parties on (1) Feb. 3, 2020, (2) May 27, 2020, (3) June 15, 2020 and (4) June 25, 2020, respectively, which were included in Viking's and Camber's Current Reports on Form 8-K filed with the Securities and Exchange Commission on (1) Feb. 5, 2020, (2) June 1, 2020, (3) June 16, 2020 (Camber) and June 18, 2020 (Viking), and (4) June 25, 2020 (Camber) and June 30, 2020 (Viking), respectively, are available under "Investors" - "SEC filings" at www.vikingenergygroup.com and www.camber.energy. As disclosed previously, the planned merger contemplates Camber issuing newly-issued shares of common stock to the equity holders of Viking in exchange for 100% of the outstanding equity securities of Viking by means of a reverse triangular merger in which a newly formed wholly-owned subsidiary of Camber will merge with and into Viking, with Viking continuing as the surviving corporation and as a wholly-owned subsidiary of Camber after the Merger. If the closing of the Merger occurs, the Viking equity holders prior to the Merger will own approximately 80% of Camber's issued and outstanding common stock immediately after the Merger, and the Camber equity holders prior to the Merger shall own approximately 20% of Camber's issued and outstanding common stock immediately after the Merger, subject to adjustment mechanisms set out in the Merger Agreement, as amended, and in each case on a fully-diluted, as-converted basis as of immediately prior to the Closing (including options, warrants and other rights to acquire equity securities of Viking or Camber), but without taking into account any shares of common stock issuable to the holder of Camber's Series C Preferred Stock upon conversion of the Series C Preferred Stock. Completion of the Merger is subject to a number of closing conditions, as set out in the Merger Agreement. James Doris, President & CEO of Viking, stated, "We continue to be pleased with the progress that both Camber and Viking are making towards completing the merger of the two companies and fully expect to close the transaction." Louis G. Schott, Interim CEO of Camber, stated, "We believe that our amended Form S-4 will address all of the SEC's comments on our prior draft filing, all of which were customary, and look forward to moving to the next step in the closing process as soon as the SEC has had a chance to review, and hopefully sign off on, the updated filing." About Camber Energy Based in Houston, Texas, Camber Energy -- http://www.camber.energy/ -- is primarily engaged in the acquisition, development and sale of crude oil, natural gas and natural gas liquids from various known productive geological formations, including from the Hunton formation in Lincoln, Logan, Payne and Okfuskee Counties, in central Oklahoma; the Cline shale and upper Wolfberry shale in Glasscock County, Texas; and Hutchinson County, Texas, in connection with its Panhandle acquisition which closed in March 2018. Camber Energy reported a net loss of $3.86 million for the year ended March 31, 2020, compared to net income of $16.64 million for the year ended March 31, 2019. As of June 30, 2020, the Company had $13.91 million in total assets, $1.71 million in total liabilities, $6 million in temporary equity, and $6.20 million in total stockholders' equity. Marcum LLP, in Houston, Texas, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has incurred significant losses from operations and had an accumulated deficit as of March 31, 2020 and 2019. These factors raise substantial doubt about its ability to continue as a going concern. CHAPARRAL ENERGY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Fourteen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Chaparral Energy, Inc. (Lead Case) 20-11947 701 Cedar Lake Blvd. Oklahoma City, OK 73114 CEI Acquisition, L.L.C. 20-11948 CEI Pipeline, L.L.C. 20-11949 Chaparral Biofuels, L.L.C. 20-11950 Chaparral Resources, L.L.C. 20-11951 Chaparral CO2, L.L.C. 20-11952 Chaparral Energy, L.L.C. 20-11953 Charles Energy, L.L.C. 20-11954 Chaparral Exploration, L.L.C. 20-11955 Chaparral Real Estate, L.L.C. 20-11956 Chestnut Energy, L.L.C. 20-11957 Green Country Supply, Inc. 20-11958 Roadrunner Drilling, L.L.C. 20-11959 Trabajo Energy, L.L.C. 20-11960 Business Description: The Debtors are engaged in the acquisition, exploration, development, production, and operation of oil and natural gas properties primarily in Oklahoma. Chapter 11 Petition Date: August 16, 2020 Court: United States Bankruptcy Court District of Delaware Debtors' Counsel: Damian S. Schaible, Esq. Angela M. Libby, Esq. Jacob S. Weiner, Esq. Paavani Garg, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Tel: 212-450-4000 Fax: 212-701-5800 Email: damian.schaible@davispolk.com angela.libby@davispolk.com jacob.weiner@davispolk.com paavani.garg@davispolk.com Debtors' Co-Counsel: John H. Knight, Esq. Amanda R. Steele, Esq. Brendan J. Schlauch, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Tel: 302-651-7700 Fax: 302-651-7701 Email: knight@rlf.com steele@rlf.com schlauch@rlf.com Debtors' Investment Banker: INTREPID PARTNERS, LLC 540 Madison Avenue, 25th Floor New York, NY 10022 Debtors' Financial Advisor: ROTHSCHILD & CO. 1251 Avenue of the Americas 33rd Floor, New York, NY 10020 Debtors' Restructuring Advisor: OPPORTUNE LLP 711 Louisiana Street Suite 3100 Houston, TX 77002 Debtors' Claims, Noticing, Solicitation & Administrative Agent: KURTZMAN CARSON CONSULTANTS LLC 222 N. Pacific Coast Highway El Segundo, California 90245 https://www.kccllc.net/chaparral2020 Total Assets as of June 30, 2020: $595,167,000 Total Debts as of June 30, 2020: $522,288,000 The petitions were signed by Charles Duginski, chief executive officer. A copy of Chaparral Energy's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FHLI4CY/Chaparral_Energy_Inc__debke-20-11947__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. UMB Bank, NA as the indenture Debt $314,291,666 trustee of the 8 3/4% Senior Notes due 2023 5555 San Felipe St., Suite 870 Houston, TX 77056 Fax: (713) 300-0590 Email: Mauri.Cowen@umb.com; David.Massa@umb.com; Gordon.Gendler@umb.com; Gavin.Wilkinson@umb.com 2. Naylor Farms Inc. Litigation Undetermined 401 SW 24th Ave Box 205 Perryton, TX 79070 Tel: 806-435-4869 Email: conner@helmslegal.com 3. Roan Resources LLC Working Interest/ $1,074,886 320 S Boston Ste 900 Royalties Payable; Tulsa, OK 74103 Trade Payable Tel: 918-949-4680 4. George W Clark Jr Trust Working Interest/ $1,052,268 3801 E Forman Rd Royalties Payable El Reno, OK 73036 5. Dale Operating Company Trade Payable $745,321 2100 Ross Ave Suite 1870 Dallas, TX 75201 Tel: 214-979-9010 Email: karolina@dale-energy.com 6. Sightline Trade Payable $612,500 PO Box 3195 Oklahoma City, OK 73101 Tel: 405-819-0264 Email: jonathan.kraft@yahoo.com 7. White Star Petroleum Trade Payable $567,675 Holdings LLC 301 NW 63rd Suite 900 Oklahoma City, OK 73116 8. BCE-Mach III LLC Working Interest/ $526,958 PO Box 248819 Royalties Payable Oklahoma City, OK 73124-8819 Email: ktucker@machresources.com 9. BCE Roadrunner LLC Working Interest/ $487,800 1201 Louisiana St Ste 3308 Royalties Payable Houston, TX 77002 Tel: 713-400-8213 Email: kristin@bayoucityenergy.com 10. RAF Exploration LLC Working Interest/ $454,781 5816 NW 135th St Ste A Royalties Payable Oklahoma City, OK 73142 11. Paloma Partners IV LLC Working Interest/ $384,245 1100 Louisiana Ste 5100 Royalties Payable; Houston, TX 77002 Trade Payable Tel: 713-650-8500 12. Heritage Resources - Working Interest/ $353,098 Nonop LLC Royalties Payable PO Box 13580 Oklahoma City, OK 73113 Tel: 405-594-4060 Fax: 405-594-4051 13. Leader Energy Services LLC Trade Payable $254,358 Department #300, PO Box 4776 Houston, TX 72210 Email: djohnson@leaderenergy.com 14. Devon Energy Prod Co LP Working Interest/ $219,430 PO Box 842485 Royalties Payable Dallas, TX 75284-2485 Tel: 405-228-4800 Fax: 405-552-4550 15. Bison Water Midstream (BWM) Trade Payables $180,355 PO Box 258831 Oklahoma City, OK 73125-8831 Email: arsupport@bisonok.com 16. Chisholm Oil & Gas Working Interest/ $165,311 Operating LLC Royalties Payable; Attn: Robert M. Zinke Trade Payable 6100 S Yale Avenue Suite 1700 Tulsa, OK 74136 Email: accountspayable@chisholmog.com 17. Tom & Marty Rother Trust Working Interest/ $144,126 5325 234th Street NW Royalties Payable Okarche, OK 73762 Tel: 405-263-4404 18. King Energy LLC Working Interest/ $138,012 7025 N Robinson Royalties Payable Oklahoma City, OK 73116 Tel: 405-463-0909 19. Chesapeake Operating Inc Trade Payables $137,772 PO Box 207295 Dallas, TX 75320-7295 Email: lacie.mcgillicuddy@chk.com 20. Contango Resources, Inc. Working Interest/ $129,294 P.O. Box 735060 Royalties Payable; Dallas, TX 75373-5060 Trade Payable Email: kelly.poisson@contango.com CHIEF OILFIELD: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Chief Oilfield Services, LLC 3197 111E Avenue SW Dickinson, ND 58601 Business Description: Chief Oilfield Services provides oil and gas field machinery and equipment. Chapter 11 Petition Date: August 17, 2020 Court: United States Bankruptcy Court District of North Dakota Case No.: 20-30444 Judge: Hon. Shon Hastings Debtor's Counsel: Michael S. Raum, Esq. FREDRICKSON & BYRON, P.A. 51 Broadway, Suite 400 Fargo, ND 58102-4991 Tel: 701-237-8200 Email: mraum@fredlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Leon Keator, vice president of operations. 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://www.pacermonitor.com/view/6ZBZVJA/Chief_Oilfield_Services_LLC__ndbke-20-30444__0001.0.pdf?mcid=tGE4TAMA CLEAN ENERGY: Posts $229,500 Net Loss in Second Quarter ------------------------------------------------------- Clean Energy Technologies, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $229,502 on $155,997 of sales for the three months ended June 30, 2020, compared to a net loss of $841,795 on $104,168 of sales for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $543,077 on $1.01 million of sales compared to a net loss of $1.57 million on $328,531 of sales for the same period during the prior year. As of June 30, 2020, the Company had $4.03 million in total assets, $9.66 million in total liabilities, and a total stockholders' deficit of $5.63 million. The Company had a working capital deficit of $7,142,552 for the three months ended June 30, 2020. The company also had an accumulated deficit of $14,758,795 as of June 30, 2020. Therefore, the Company said, there is substantial doubt about its ability to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1329606/000149315220015972/form10-q.htm About Clean Energy Headquartered in Costa Mesa, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com-- designs, produces and markets clean energy products and integrated solutions focused on energy efficiency and renewables. Clean Energy reported a net loss of $2.56 million for the year ended Dec. 31, 2019, compared to a net loss of $2.81 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $4.57 million in total assets, $9.97 million in total liabilities, and a total stockholders' deficit of $5.41 million. Fruci & Associates II, PLLC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated May 27, 2020, citing that the Company has a significant accumulated deficit, net losses, and negative working capital and has utilized significant net cash in operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. COMFORT LINE: Seeks to Hire Diller and Rice as Counsel ------------------------------------------------------ Comfort Line Ltd. seeks authority from the United States Bankruptcy Court for the Northern District of Ohio to employ Eric Neuman, Esq. and the law firm of Diller and Rice, LLC, as its counsel. The professional services to be rendered by counsel are: a. consult with and aid in the preparation and implementation of a plan of reorganization. b. represent the Debtor in all matters relating to such proceedings. Mr. Neuman will charge $275 per hour for his services and $100 per hour for an administrative assistant's time. The counsel was paid a retainer fee of $10,000, plus $1,717 for the filing fee, for services to be supplied and performed for the Debtor. Mr. Neuman assures the court that he does not represent nor hold any interest adverse to the Debtor or the estate. The counsel can be reached through: Eric Neuman, Esq. Diller and Rice, LLC 124 E Main St Van Wert, OH 45891 Phone: +1 419-238-5064 About Comfort Line Ltd. Comfort Line LTD. -- http://www.fiberframe.com-- is a family owned business that manufactures fiberglass windows, patio doors, storefronts, and sunrooms. Comfort Line Ltd. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 20-31883) on July 27, 2020. The petition was signed by Richard G. LaValley, Jr., member. At the time of filing, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Eric Neuman, Esq. at the law firm of Diller and Rice, LLC, represents the Debtor as counsel. COMSTOCK RESOURCES: Extinguishes $4M Senior Secured Debenture ------------------------------------------------------------- Comstock Mining Inc. completely paid off, on Aug. 11, 2020, its remaining $4 million Senior Secured Debenture from a combination of recent cash proceeds from Tonogold and new, unsecured promissory notes, with favorable terms. The Company entered into three promissory notes that refinanced its existing, secured indebtedness, on more favorable terms, through a known group of existing LODE investors. The Promissory Notes are unsecured and have an aggregate principal amount of $4,475,000 (net of an original discount of $255,000), and a maturity date of Sept. 20, 2021, with no prepayment penalties, and a portion of which that can be extended for an additional two years. The Promissory Notes were designed to mirror the amount still receivable from Tonogold, including the maturity date of Sept. 20, 2021, and the 12% interest rate payable monthly. The Promissory Notes also permit other indebtedness but contain covenants that prohibit the Company from incurring debt that matures prior to Sept. 20, 2021, or that is senior in right of their payment. The Company must also prepay the Promissory Notes, without penalty, with at least 80% of the net cash proceeds received by the Company with respect to the sale of the Company's non-mining assets in Silver Springs, NV. The Company recently received $0.9 million in two payments from Tonogold, one in late June and one in early August, that was otherwise maturing on Oct. 15, 2020. These payments reduced the remaining amounts due to Comstock from Tonogold to $4,475,000, and when coupled with the $4,220,000 of net proceeds from the Promissory Notes, enabled the full, early extinguishment of the Senior Secured Debenture due later this year. Mr. Corrado DeGasperis, executive chairman and CEO stated, "This represents a major milestone by eliminating the overhang created by the Senior Secured Debenture, releasing all of our assets from restrictive security encumbrances and covenants and positions us to fully consummate the 100% sale of Lucerne, by allowing the perfecting of the security interest on that now unsecured asset. We are also focused on closing the sale of our $10 million plus non-mining assets in Silver Springs, NV, and funding our growth with more flexibility and speed." Mr. George Melas, Concorde and Bean Trustee said, "We are pleased to provide flexible financing to Comstock Mining Inc. that enables and facilitates the company's meaningful, precious-metal based growth initiatives and accelerates the creation and delivery of sustained value for all of its stakeholders." The Company is also permitted to defer payment of up to 34% of the principal payment due on the maturity date for an additional two years (i.e., until Sept. 20, 2023), solely at its option, in exchange for two year warrants to purchase the Company's stock based on a 10% discount to a then VWAP of the Company's common stock. Mr. DeGasperis concluded, "The debt reductions, maturity extensions and releases of restrictive security and covenants, coupled with the ability to accelerate and consummate the Lucerne sale, positions us to focus on exploration, development, mercury remediation and the sale of the remaining non-mining assets, all of which unlock and/or create sustained value for our shareholders. We are pleased to conclude these transactions and advancing growth." About Comstock Mining Comstock Mining Inc. -- http://www.comstockmining.com/-- is a Nevada-based, gold and silver mining company with extensive, contiguous property in the Comstock District. The Company began acquiring properties in the Comstock District in 2003. Since then, the Company has consolidated a significant portion of the Comstock District, amassed the single largest known repository of historical and current geological data on the Comstock region, secured permits, built an infrastructure and completed its first phase of production. The Company continues evaluating and acquiring properties inside and outside the district expanding its footprint and exploring all of its existing and prospective opportunities for further exploration, development and mining. Comstock Mining recorded a net loss of $3.81 million for the year ended Dec. 31, 2019, compared to a net loss of $9.48 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $44.40 million in total assets, $16.76 million in total liabilities, and $27.63 million in total equity. Deloitte & Touche LLP, in Salt Lake City, Utah, the Company's auditor since 2011, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has incurred recurring losses and cash outflows from operations, has an accumulated deficit and has debt maturing within twelve months from the issuance date of the financial statements that raise substantial doubt about its ability to continue as a going concern. CONTAINER STORE: S&P Affirms 'B-' ICR; Ratings Off Watch Negative ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Coppell, Texas-based storage and organization specialty retailer The Container Store Group Inc. (TCS) and removed all of the ratings from CreditWatch, where S&P placed them with negative implications on March 26, 2020. S&P believes TCS' performance is gradually improving, but there is continued uncertainty around the severity and duration of the impacts of COVID-19 on TCS's highly discretionary business. In the first quarter, TCS' sales declined nearly 28% and margins fell significantly because of sales deleveraging, shipping costs associated with online sales growth and store closures related to COVID-19. However, TCS successfully avoided burning cash and generated positive free operating cash flow (FOCF) of about $22 million. "We believe performance is gradually recovering with stores reopening and strong demand from Custom Closet products. However, as both the timing and degree of economic recovery from COVID-19 remain uncertain, we believe TCS will continue to face performance volatility risk from both operations and market demand," S&P said. The COVID-19 pandemic is having a negative impact on TCS' 2020 credit metrics. S&P forecasts an improvement in 2021, but a weaker-than-anticipated turnaround could cause a delay. "We expect TCS' performance will be pressured in 2020 based on our forecast for a swift and severe drop in discretionary consumer spending amid a macroeconomic slowdown in the U.S. At this stage, we expect TCS' S&P Global Ratings'-adjusted leverage will increase to about 5x, up from the low 4x range as of the fiscal-year-ended March 28, 2020, while generating moderate FOCF in the fiscal-year 2020," S&P said. "We also expect TCS will be able to gradually alleviate its margin pressure and improve credit metrics toward pre-pandemic levels in 2021 and 2022. However, this depends on a sustained demand of TCS' products and solutions. In our view, a shortfall in demand or operating missteps, especially related to online execution and cost management, could derail performance and result in much slower deleveraging in next 12 to 24 months," the rating agency said. S&P believes TCS currently has a resilient liquidity position to weather the COVID-19 impact. The company reported its liquidity at about $107 million as of June 27, 2020 (a cash balance of $63.5 million and remainder availability on its $100 million revolver) from about $96 million as of March 28, 2020. As with other retailers, S&P expects the company to pull back on expenses and capital spending to preserve sufficient liquidity. "We note the company is currently subject to a 4.25x maximum leverage covenant and a 1x minimum fixed-charge coverage ratio when the availability under its asset-based lending (ABL) revolver declines below $10 million. We expect sufficient headroom under the maximum leverage covenant over the next 12 months of at least 15% and do not expect the springing covenant to be applicable given the current availability under the revolver," S&P said. "We continue to apply a negative one-notch comparable rating analysis modifier to our anchor score on the company to reflect our holistic view of its credit profile. This includes the highly discretionary nature of the demand for its merchandise, which renders it more vulnerable to economic downturns than its peers with similar business risk profiles," S&P said. Environmental, social, and governance (ESG) factors relevant to this rating action: -- Health and safety "The stable outlook reflects our view that TCS will maintain adequate liquidity in the next 12 months and continue generating modest positive FOCF due to the flexibility of its cost structure and its ability to reduce total capital expenditure. We also believe TCS does not have any near-term maturity risks," S&P said. S&P could lower its rating on TCS if: -- The magnitude and length of disruption because of COVID-19 exceeds its current base case, resulting in heightened liquidity stress or material deterioration in the TCS' financial positon and covenant headroom; -- Heightened uncertainty regarding the company's ability to generate positive FOCF or leverage remains well above its projected 2020 level, indicating its inability to restore the balance sheet post-pandemic; -- This could result in its view that the capital structure is unsustainable or reliant on favorable macroeconomic conditions to meet its financial commitments. S&P could consider raising the rating if: -- TCS meaningfully improves its EBITDA margin to the pre-COVID-2019 level and maintains S&P Global Ratings'-adjusted debt leverage below 5x on a sustained basis; -- S&P views greater certainty of favorable business conditions even in a pressured macroeconomic and operating environment; -- In addition, S&P would need to believe the risk of a releveraging event is low under the private equity sponsor ownership structure. CUENTAS INC: Posts $1.24 Million Net Loss in Second Quarter ----------------------------------------------------------- Cuentas, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss attributable to the company of $1.24 million on $117,000 of revenue for the three months ended June 30, 2020, compared to net income attributable to the company of $1.86 million on $262,000 of revenue for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss attributable to the company of $3.40 million on $251,000 of revenue compared to net income attributable to the company of $1.54 million on $564,000 of revenue for the same period during the prior year. As of June 30, 2020, the Company had $8.19 million in total assets, $3.68 million in total liabilities, and $4.51 million in total stockholders' equity. As of June 30, 2020, the Company had cash and cash equivalents of $22,000 as compared to $16,000 as of Dec. 31, 2019. As of June 30, 2020, the Company had a working capital deficit of $3,507,000, as compared to a deficit of $3,752,000 as of Dec. 31, 2019. The decrease in the Company's working capital deficit was mainly attributable to the decrease of $599,000 in its stocked based liabilities which was mitigated by the increase of $383,000 in its Accounts Payables. Net cash used in operating activities was $1,011,000 for the six-month period ended June 30, 2020, as compared to cash used in operating activities of $784,000 for the six-month period ended June 30, 2019. The Company's primary uses of cash have been for professional support and working capital purposes. Net cash provided by financing activities was approximately $1,017,000 for the six-month period ended June 30, 2020, as compared to net cash provided by financing activities was approximately $690,000 for the six-month period ended June 30, 2019. The Company has principally financed its operations in 2019 through the sale of its common stock to private investors, issuance of convertible loans debt and loans from our shareholders. Due to its operational losses, the Company has principally financed its operations through the sale of its Common Stock and the issuance of convertible debt. "Despite the Capital raise that we have conducted the above conditions raise substantial doubt about our ability to continue as a going concern," Cuentas said. "Although we anticipate that cash resources will be available to the Company through its current operations, it believes existing cash will not be sufficient to fund planned operations and projects investments through the next 12 months. Therefore, we are still striving to increase our sales, attain profitability and raise additional funds for future operations. Any meaningful equity or debt financing will likely result in significant dilution to our existing stockholders. There is no assurance that additional funds will be available on terms acceptable to us, or at all. "Since inception, we have financed our cash flow requirements through issuance of common stock, related party advances and debt. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the future we need to generate sufficient revenues from sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan. "We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. "To address these risks, we must, among other things, implement and successfully execute our business and marketing strategy surrounding our Cuentas braded general-purpose reloadable cards, continually develop and upgrade our website, respond to competitive developments, lower our financing costs and specifically our accounts receivable factoring costs, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1424657/000121390020021609/f10q0620_cuentasinc.htm About Cuentas Headquartered in Miami, Florida, Cuentas, Inc. -- http://www.cuentas.com/-- is focused on financial technology services, delivering mobile banking, online banking, prepaid debit and digital content services to unbanked, underbanked and underserved communities. The Company derives its revenue from the sales of prepaid and wholesale calling minutes. Cuentas reported a net loss attributable to the company of $1.32 million for the year ended Dec. 31, 2019, compared to a net loss attributable to the company of $3.56 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $9.17 million in total assets, $3.92 million in total liabilities, and $5.25 million in total stockholders' equity. Halperin Ilanit, in Tel Aviv, Israel, the Company's auditor since 2018, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended March 30, 2020 citing that as of Dec. 31, 2019, the Company has incurred accumulated deficit of $19,390,000 and negative operating cash flows. These factor, among others, raise substantial doubt about the Company's ability to continue as a going concern. CYTODYN INC: Incurs $124.4 Million Net Loss in Fiscal 2020 ---------------------------------------------------------- CytoDyn Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K, disclosing a net loss of $124.40 million for the year ended May 31, 2020, compared to a net loss of $56.19 million for the year ended May 31, 2019. As of May 31, 2020, the Company had $50.51 million in total assets, $52.99 million in total liabilities, and a total stockholders' deficit of $2.48 million. CytoDyn said, "The extent of the impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, will depend on future developments, including the duration and spread of the pandemic and related restrictions on travel and transports, all of which are uncertain and cannot be predicted. An extended period of global supply chain and economic disruption could materially affect our business, results of operations, access to sources of liquidity and financial condition." Warren Averett, LLC, in Birmingham, Alabama, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Aug. 14, 2020, citing that the Company incurred a net loss for the year ended May 31, 2020 and has an accumulated deficit of approximately $354,711,000 through May 31, 2020, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1175680/000119312520220598/d923315d10k.htm About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is a late-stage biotechnology company focused on the clinical development and potential commercialization of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection, with the potential for multiple therapeutic indications. DANCOR TRANSIT: Roy's Buying 40 Trailers for $4K Each ----------------------------------------------------- Dancor Transit, Inc. asks the U.S. Bankruptcy Court for the Western District of Arkansas to authorize the sale of its interests in 40 2004 Lufkin 53x102 Dryvan Trailers located at its place of business in Van Buren, Arkansas, to Roy's Trucks for $4,000 each, for gross proceeds totaling $160,000. The Debtor operates a trucking business in Van Buren, Crawford County, Arkansas. TBK Bank holds a first priority lien on certain equipment of the Debtor that is the subject of the Motion. On information and belief, the total amount due and owing to TBK at the time the Petition was filed was approximately $328,800, exclusive of post-petition interest, costs, and attorneys' fees. The Trailers are specifically identified to TBK prior to Court approval of the Motion. The Purchaser has proposed to buy the Trailers for $4,000 each, for gross proceeds totaling $160,000. The sale will be on a strictly "as is, where is" basis with no warranties being extended except as to title, free and clear of all liens, claims, encumbrances, obligations, liabilities, contractual commitments, or interests of any kind or nature whatsoever. The sale of the Trailers will enable the Debtor to obtain proceeds that may subsequently be distributed to reduce or entirely eliminate the debt to TBK. It is in the best interest of the Debtor and its creditors. The sale of the Trailers will be final upon order of the Court granting the Motion. The payment of the Purchase Price will be placed into the Debtor’s counsel's IOLTA account until order of the Court granting the Motion, upon which time the Debtor's counsel will immediately pay the proceeds of the sale to TBK. In the event the proceeds of the sale exceed the amount necessary to pay the Debtor's debt TBK in full, any such excess will remain in the Debtor's counsel's IOLTA account pending further orders of the Court. The Debtor will file a Report of Sale within five days of the date of the sale. Finally, the Debtor asks a waiver of the 14-day period set forth in Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. The Debtor files contemporaneously with the Motion a Motion to Shorten Time to object to the Motion, in which it asks the Court to shorten the time period in which objections may be filed to the relief requested from 21 days to 14 days. About Dancor Transit Dancor Transit Inc., a trucking company headquartered in Van Buren, Ark., sought Chapter 11 protection (Bankr. W.D. Ark. Case No. 20-70536) on Feb. 27, 2020. The petition was signed by Dancor President Dan Bearden. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and estimated liabilities of the same range. Keech Law Firm, PA, led by Kevin P. Keech, Esq., is the Debtor's legal counsel. DIGIPATH INC: Incurs $520,687 Net Loss in Third Quarter ------------------------------------------------------- Digipath, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss of $520,687 on $407,229 of revenues for the three months ended June 30, 2020, compared to a net loss of $489,628 on $652,920 of revenues for the three months ended June 30, 2019. For the nine months ended June 30, 2020, the Company reported a net loss of $1.35 million on $1.97 million of revenues compared to a net loss of $1.40 million on $1.95 million of revenues for the same period in 2019. As of June 30, 2020, the Company had $2.26 million in total assets, $2.50 million in total liabilities, and a total stockholders' deficit of $242,403. The Company has incurred recurring losses from operations resulting in an accumulated deficit of $16,305,917, negative working capital of $1,005,315, and as of June 30, 2020, the Company's cash on hand may not be sufficient to sustain operations. The Company said these factors raise substantial doubt about its 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. Management believes these factors will contribute toward achieving profitability. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1502966/000149315220015894/form10-q.htm About DigiPath Headquartered in Las Vegas, Nevada, Digipath, Inc. -- http://www.digipath.com-- offers full-service testing lab for cannabis, hemp and ancillary cannabis and hemp infused products serving growers, dispensaries, caregivers, producers, patients and eventually all end users of cannabis and botanical products. DigiPath reported a net loss of $1.80 million for the year ended Sept. 30, 2019, compared to a net loss of $1.65 million for the year ended Sept. 30, 2018. As of Dec. 31, 2019, the Company had $1.89 million in total assets, $1.65 million in total liabilities, and $247,866 in total stockholders' equity. M&K CPAS, PLLC, in Houston, Texas, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Dec. 30, 2019, on the consolidated financial statements for the year ended Sept. 30, 2018, stating that the Company has recurring losses from operations and insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. DINKEL FAMILY: Taps Vanden Bos & Chapman as Legal Counsel --------------------------------------------------------- Dinkel Family Farms, LLC received approval from the U.S. Bankruptcy Court for the District of Oregon to hire Vanden Bos & Chapman, LLP as its legal counsel. The firm will provide these services: (a) advise Debtor of its powers and duties in the operation of its business; (b) institute adversary proceedings if necessary; (c) prepare legal papers; and (d) perform all other legal services for Debtor in connection with its Chapter 11 case. The firm will be paid at hourly rates as follows: Ann Chapman, Managing Partner $455 Douglas Ricks, Partner $405 Christopher Coyle, Partner $375 Colleen Lowry, Associate $350 Daniel Bonham, Associate $275 Certified Bankruptcy Assistants $250 Legal Assistants $135 Vanden Bos received payments from Debtor in the total amount of $30,000. Vanden Bos does not hold any interest materially adverse to the interest of Debtor's bankruptcy estate, creditors or equity security holders, according to court filings. The firm can be reached through: Christopher N. Coyle, Esq. Vanden Bos & Chapman, LLP 319 SW Washington, Suite 520 Portland, OR 97204 Tel: 503-241-4869 Fax: 503-241-3731 Email: chris@vbcattorneys.com About Dinkel Family Farms Dinkel Family Farms, LLC, a Culver, Ore.-based company engaged in the crop farming business, sought Chapter 11 protection (Bankr. D. Ore. Case No. 20-31938) on June 18, 2020. The petition was signed by Barry Dinkel, Debtor's manager. At the time of the filing, Debtor disclosed assets of $10 million to $50 million and estimated liabilities of the same range. Judge Trish M. Brown oversees the case. Debtor has tapped Vanden Bos & Chapman, LLP as its legal counsel, Sherman Sherman Johnnie & Hoyt, LLP as special counsel and Northwest Financial Consulting as financial advisor. EIGHTY EIGHT: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Eighty Eight Homes, LLC 2186 Paseo del Oro San Jose, CA 95124-2046 Chapter 11 Petition Date: August 16, 2020 Court: United States Bankruptcy Court Northern District of California Case No.: 20-51218 Judge: Hon. Stephen L. Johnson Debtor's Counsel: Arasto Farsad, Esq. FARSAD LAW OFFICE, P.C. 1625 The Alameda, Suite 525 San Jose, CA 95126 Tel: 408-641-9966 Email: farsadecf@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Mary Tuyet Ly, managing partner. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/T6GA2OY/Eighty_Eight_Homes_LLC__canbke-20-51218__0001.0.pdf?mcid=tGE4TAMA ELITE PHARMACEUTICALS: Posts $1.1-Mil. Net Income in 1st Quarter ---------------------------------------------------------------- Elite Pharmaceuticals, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing net income attributable to common shareholders of $1.08 million on $7.54 million of total revenue for the three months ended June 30, 2020, compared to net income attributable to common shareholders of $279,702 on $3.56 million of total revenue for the three months ended June 30, 2019. As of June 30, 2020, the Company had $27.82 million in total assets, $16.03 million in total liabilities, and $11.79 million in total shareholders' equity. Net cash provided by operating activities for the three months ended June 30, 2020 was $0.8 million, which included net income of $1.1 million, offset by increases in assets/decreases in liabilities totaling $1.5 million and increased by non-cash expenses totaling $1.2 million. Net cash provided by investing activities for the three months ended June 30, 2020 was $0.04 million. Net cash provided by financing activities was $0.8 million for the three months ended June 30, 2020 which consist primarily of proceeds from the payroll protection program loan offset by loan payments. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1053369/000121390020022244/f10q0620_elitepharma.htm About Elite Pharmaceuticals Elite Pharmaceuticals, Inc. -- http://www.elitepharma.com/-- is a specialty pharmaceutical company which is developing a pipeline of niche generic products. Elite specializes in oral sustained and controlled release drug products which have high barriers to entry. Elite owns generic products which have been licensed to TAGI Pharma, Glenmark Pharmaceuticals, Inc., USA., and Lannett Company, Inc. Elite currently has eleven approved generic products, three generic products filed with the FDA, one approved generic products pending manufacturing site transfer, and an NDA filed for SequestOx. Elite reported a net loss attributable to common shareholders of $2.24 million for the year ended March 31, 2020, compared to a net loss attributable to common shareholders of $9.28 million for the year ended March 31, 2019. ENLINK MIDSTREAM: Moody's Lowers CFR to Ba2, Outlook Stable ----------------------------------------------------------- Moody's Investors Service downgraded EnLink Midstream, LLC's Corporate Family Rating to Ba2 from Ba1, Probability of Default Rating to Ba2-PD from Ba1-PD and senior unsecured notes rating to Ba2 from Ba1. ENLC's Speculative Grade Liquidity Rating remains SGL-2. The rating outlook remains stable. Moody's also downgraded ENLC's subsidiary, EnLink Midstream Partners, LP's (ENLK, and collectively with ENLC, EnLink) senior unsecured notes rating to Ba2 from Ba1 and perpetual preferred units rating to B1 from Ba3. ENLK's rating outlook remains stable. Concurrently, Moody's downgraded GIP III Stetson I, L.P.'s (GIP III Stetson I) CFR to B3 from B1, PDR to B3-PD from B1-PD and the senior secured term loan rating to B3 from B1. The term loan borrowers are GIP III Stetson I and GIP III Stetson II, L.P. (GIP III Stetson II, and collectively with GIP III Stetson I, GIP III Stetson). The borrowers are jointly and severally liable with respect to the term loan. The rating outlook remains stable. "EnLink's downgrade reflects its rising volumetric risk, with likely increasing leverage and declining operating cash flow in 2021 due to coronavirus' negative effect on E&P capital spending and the global economic outlook, and uncertainty regarding future volumes in its key basins," said Amol Joshi, Moody's Vice President and Senior Credit Officer. "The downgrade of GIP III Stetson, which owns controlling interests in EnLink, reflects its weak cash flow and high stand-alone leverage." Downgrades: Issuer: EnLink Midstream, LLC Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD Corporate Family Rating, Downgraded to Ba2 from Ba1 Senior Unsecured Notes, Downgraded to Ba2 (LGD4) from Ba1 (LGD4) Senior Unsecured Shelf, Downgraded to (P)Ba2 from (P)Ba1 Issuer: EnLink Midstream Partners, LP Senior Unsecured Notes, Downgraded to Ba2 (LGD4) from Ba1 (LGD4) Pref. Stock Non-cumulative, Downgraded to B1 (LGD6) from Ba3 (LGD6) Issuer: GIP III Stetson I, L.P. Probability of Default Rating, Downgraded to B3-PD from B1-PD Corporate Family Rating, Downgraded to B3 from B1 Senior Secured Term Loan, Downgraded to B3 (LGD4) from B1 (LGD4) Outlook Actions: Issuer: EnLink Midstream, LLC Outlook, Remains Stable Issuer: EnLink Midstream Partners, LP Outlook, Remains Stable Issuer: GIP III Stetson I, L.P. Outlook, Remains Stable RATINGS RATIONALE EnLink has struggled to grow operating cash flow, and this low commodity price environment increases volumetric risk in some of its key basins while reducing growth prospects. These risks should lead to lower operating cash flow and rising leverage in 2021, resulting in the downgrade of ENLC's CFR to Ba2. GIP III Stetson I's cash flow has weakened considerably since EnLink's distribution cut, resulting in high leverage and the downgrade of its CFR to B3. ENLC's Ba2 CFR reflects its high proportion of fee-based revenue with cash flow visibility, but subject to increased volume risk. In March 2020, ENLC announced a significant unit distribution cut, boosting its distribution coverage while aiming to self-fund its 2020 capital spending needs. Good distribution coverage implies that EnLink will retain a higher proportion of cash flow, alleviating the pressure of seeking third party debt and dilutive equity to finance capital spending. EnLink also has a diversified gathering & processing (G&P) asset base, but the company has meaningfully cut capital spending and operating cash flow should decline in 2021. The company has a large exposure to the STACK, where it faces volume risk due to a substantial reduction in 2020 drilling activity by Devon Energy Corporation (Devon, Ba1 stable), its largest counterparty. EnLink also has significant exposure to the mature Barnett Shale, where volumes have been declining. EnLink will need to offset this volume and cash flow decline through capital intensive growth in other regions such as the Permian, which entails execution risk. EnLink's curtailed 2020 capital spending will largely be focused in the Permian Basin, followed by spending to enhance its Louisiana assets. EnLink receives significant revenue from Devon, and EnLink's rating reflects the company's sizable customer concentration risk with Devon. 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 exploration and production (E&P) sector have been one of the sectors most affected by the shock given its sensitivity to demand and commodity prices, and this in turn has affected the volumes that G&P companies gather and process. The action reflects the impact on EnLink and GIP III Stetson of the deterioration in credit quality it has triggered, given their exposure to a period of low commodity prices and likely decreasing volumes, which has left the companies vulnerable to shifts in market demand and sentiment in these unprecedented operating conditions. ENLC's revolver, term loan and unsecured notes benefit from an upstream guarantee from ENLK. However, ENLK's unsecured notes do not benefit from downstream guarantees from ENLC or upstream guarantees from operating subsidiaries. EnLink intends to have all its assets at ENLK, and no assets are expected to be held at ENLC, allowing pari passu consideration for obligations at ENLC and ENLK. Furthermore, the obligations of ENLK's subsidiaries are not material in size relative to the unsecured notes to warrant notching below the CFR. The unsecured notes are therefore rated in-line with the Ba2 CFR. However, if the company holds material assets at ENLC, ENLC's obligations will have a priority claim to those assets which will pressure the ratings of ENLK's unsecured notes. ENLC's SGL-2 rating reflects good liquidity, and EnLink should generate positive free cash flow in 2020 supported by its significant distribution cut and reduced capital spending. The company is aiming to self-fund its capital expenditures and reduce reliance on the capital markets. ENLC has a $1.75 billion revolving credit facility, which is guaranteed by ENLK and matures in January 2024. At June 30, the company had about $52 million of cash and $400 million outstanding under its credit facility. The revolver has two material financial covenants, a maximum consolidated leverage ratio of 5x (relaxed to 5.5x for the quarter of an acquisition and the following three quarters) and a minimum consolidated interest coverage ratio of 2.5x. Moody's expects the company to remain in covenant compliance over the next twelve months. EnLink's nearest significant maturity is its $850 million unsecured term loan maturing in December 2021. The term loan contains substantially the same covenants as the revolving credit facility. GIP III Stetson I's B3 CFR reflects its structural subordination to the debt at EnLink, the company's standing as a pure-play entity without any hard assets, and its high stand-alone financial leverage. GIP III Stetson acquired Devon's controlling interests in the EnLink companies in July 2018. GIP III Stetson owns 100% interest in EnLink Midstream Manager (EMM, unrated) and about 40% equity interest in ENLC pro forma for ENLK's Series B preferred dilution. GIP III Stetson's ability to service its debt is solely reliant on distributions from EnLink, a distribution stream which is junior to EnLink's substantial financing and operating requirements. GIP III Stetson's leverage on a stand-alone basis pro forma for its reduced cash flow due to EnLink's distribution cut is very high. The B3 rating on the senior secured term loan is in line with GIP III Stetson I's CFR, reflecting the term loan's first priority claim on the ownership interests in EMM and ENLC and it being the only debt outstanding at the company. GIP III Stetson should have adequate liquidity; however, GIP III Stetson's cash flows have weakened considerably following EnLink's distribution cut. With limited administrative overhead, GIP III Stetson does not have significant liquidity needs and it should receive sufficient distributions from EnLink to cover interest expense and mandatory debt amortization. The financial maintenance covenant is a minimum debt service coverage ratio of 1.1x. There is a 1% mandatory amortization of the term loan per annum, which can be satisfied by the excess cash flow sweep, and 75% excess cash flow recapture when stand-alone leverage is above 5x, but stepping down to 50% when standalone leverage is equal to or less than 5x and 0% when standalone leverage is equal to or less than 2.5x. The alternate sources of liquidity are limited given that its ownership interests secure the term loan. GIP III Stetson could sell ENLC units but could be required to use part of the disposition proceeds to prepay a portion of the term loan. ENLC's and ENLK's outlooks are stable reflecting good liquidity and distribution coverage. GIP III Stetson I's rating outlook is stable, reflecting Moody's expectation for necessary coverage of interest expense and mandatory debt amortization. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS EnLink's rating could be downgraded if debt/EBITDA increases to exceed 5x, or consolidated leverage (inclusive of GIP III Stetson debt) exceeds 6x, or distribution coverage significantly deteriorates. Additional weakness in GIP III Stetson's credit profile would pressure EnLink's rating. EnLink's rating could be upgraded if the company maintains debt/EBITDA comfortably below 4.5x and consolidated leverage (inclusive of GIP III Stetson debt) below 5x, while maintaining strong distribution coverage. For an upgrade, EnLink should also successfully grow cash flow to more than offset expected decline within its mature assets. GIP III Stetson I's rating could be downgraded if EnLink is downgraded, if distributions received from EnLink decline further, or stand-alone EBITDA to interest expense falls below 1.5x. GIP III Stetson I's rating could be upgraded if EnLink's rating is upgraded or stand-alone GIP III Stetson interest coverage increases above 2.5x. The principal methodology used in these ratings was Midstream Energy published in December 2018. EnLink Midstream, LLC is a publicly traded company engaged in midstream energy services through its subsidiary EnLink Midstream Partners, LP, including the gathering, processing, fractionation, transportation and marketing of natural gas, natural gas liquids and crude oil in several US regions, including in the STACK, Cana and Arkoma Woodford Shales, Barnett Shale, Permian Basin and Louisiana. GIP III Stetson owns controlling interests in the EnLink companies. FROGNAL HOLDINGS: Hires Bush Kornfeld as Bankruptcy Counsel ----------------------------------------------------------- Frognal Holdings, LLC, seeks authority from the United States Bankruptcy Court for the Western District of Washington to hire Bush Kornfeld LLP as bankruptcy counsel. Frognal requires Bush Kornfeld to: a. give the Debtor legal advice with the respect to their powers and duties as debtor-in-possession in the continued operation of their business and management of their property; b. prepare on behalf of the Debtor all necessary applications, answers, motions, orders, reports, and other legal papers; c. represent the Debtor with respect to confirmation of the Plan, consummation of the transactions contemplated therein, and any other matters that may arise during these cases; d. take necessary action to avoid any liens subject to the Debtor's avoidance powers; e. assist the Debtor in review of and administration of all claims; and f. perform any and all other legal services for the Debtor as may be necessary in this bankruptcy case and with respect to the confirmation and effectiveness of the Plan. Bush Kornfeld represents no other entity in connection with these cases, is not a creditor of the estate, and represents or holds no interest adverse to the interests of the estate with respect to the matters on which it is to be employed, according to court filings. The counsel can be reached through: Christine M. Tobin-Presser, Esq. BUSH KORNFELD LLP 601 Union St., Suite 5000 Seattle, WA 98101-2373 Tel: (206) 292-2110 E-mail: ctobin@bskd.com About Frognal Holdings, LLC Frognal Holdings, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 13500 60th Avenue West Edmonds, WA 98026. The Property is a proposed 112-lot residential subdivision having an appraised value of $30.8 million. Frognal Holdings, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wa. Case No. Frognal Holdings, LLC) on July 23, 2020. The petition was signed by Abdul Latif Lakhani, president of Integral Northwest Corporation, manager. At the time of filing, the Debtor estimated $30,921,624 in assets and $11,302,231 in liabilities. Christine M. Tobin-Presser, Esq. at Bush Kornfeld LLP represents the Debtor as counsel. GRAPHIC PACKAGING: Moody's Rates New Unsec. Notes 'Ba2' ------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Graphic Packaging International, LLC's proposed senior unsecured notes. Proceeds from the notes will be used to repay revolver borrowings that funded the second $250 million acquisition of International Paper's minority partnership interest and for general corporate purposes. All other ratings remain unchanged. Pro forma for the new $350 million debt issuance, leverage increases to 3.9 times as adjusted by Moody's from 3.6 times in the twelve months ended June 2020. The modest increase in leverage is within its current expectations for the rating as the company embarked on a $600 million mill investment and also funded the first 2 redemptions of partnership units from International Paper Company (Baa2 stable). The company's unsecured notes are rated Ba2, one notch below the Ba1 corporate family rating, due to their effective subordination to the sizable senior secured debt. The proposed notes, as well as the existing 2028 and 2027 notes and senior secured credit facilities are guaranteed by Graphic Packaging International Partners, LLC, a holding company that owns the obligor and operating subsidiaries. The existing senior unsecured notes due in 2021, 2022 and 2024 are guaranteed by Graphic Packaging Holding Company, another holding company. Moody's views guarantee as similar and rates both new and existing unsecured notes the same. Assignments: Issuer: Graphic Packaging International, LLC Gtd. Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD5) RATINGS RATIONALE The Ba1 corporate family rating is supported by the company's scale, its leading market position in a consolidated industry and projected earnings growth supported by stable food and beverage and consumer end markets (which account for roughly over 70% of sales). Volume growth in food and beverage packaging driven by pantry restocking and increased at home consumption as a result of the coronavirus pandemic will continue to offset declines in the foodservice business. The company is also expected to continue to see some volume growth driven by substitution from plastic into paper-based packaging, though with some delays. Graphic Packaging is the largest North American producer of coated unbleached kraft (CUK) paperboard and coated recycled paperboard (CRB) and the second largest producer of solid bleached sulfate (SBS) board and benefits from the ability to move products between different substrates and actively manage supply to match demand and support pricing. Graphic Packaging also has the largest network of converting plants among North American paperboard producers, which allows it to convert 70% of the board it produces and pass through cost increases on a contractual basis, albeit with a lag. The credit profile is constrained by exposure to volatile recycled fiber costs (less than a third of production capacity) and expectations of continued acquisitions to supplement organic growth as management targets increasing revenue by about 60% to reach $10 billion in 2025. Pro forma leverage is marginally above the company's public net leverage target of 2.5-3 times (before Moody's standard adjustments), but over time, Moody's expects the company to return to its target metrics as it grows earnings and completes its major capital investment aimed at lowering its CRB production costs. Pro forma retained cash flow-to-debt remains strong for the rating at 20%. Moody's leverage assumption is based on no further increases in dividends, limited additional share repurchases, and modest earnings growth driven by higher volume and, ongoing operational improvements. Moody's also assumes that future IP partnership unit redemption will be made with shares. Graphic Packaging's SGL-2 speculative grade liquidity rating indicates good liquidity. The company maintains low cash balances and relies on internally generated cash and a large revolver for its liquidity. Graphic Packaging had approximately $84 million of cash on hand as of 30 June 2020, and it generates over $1 billion of EBITDA (as adjusted by Moody's). The largest cash use over the next two years will be capital expenditures and redemption of IP partnership units, as interest expense is around $130 million, the company has terminated its largest pension plan and its cash taxes are low. The company does not expect to be a meaningful U.S. federal cash taxpayer until 2024 due to available net operating losses, other tax attributes, tax benefits associated with planned capital projects and the anticipated reduction in IP's investment in the partnership. The company has modest borrowings outstanding on its $1.45 billion U.S. senior secured revolving credit facility pro forma for the new note issuance. The company also has approximately $100 million of availability under its senior secured international credit facilities. The next maturity is $425 million notes due in April 2021, followed by $250 million of notes due in November 2022. The company is expected to refinance the 2021 maturity or repay with revolver borrowings next year. The revolver and $1.4 billion of term loans are due in 2023. The company's credit agreement has a total leverage ratio covenant of 4.25 times as well as an interest coverage covenant of 3 times. The leverage covenant steps up to 4.5 times for four quarters for an allowed acquisition so long as there at least one quarter between four quarter periods when leverage does not exceed 4.25 times. Moody's expects the company will remain in compliance with its debt covenants over the next 12 months. Graphic Packaging also uses various receivables securitization arrangements to fund working capital. As a manufacturing company, Graphic Packaging 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. The company projects to spend $10 million to $35 million on capital projects to maintain compliance with environmental laws in 2020-2022, primarily for the waste water treatment system upgrades at the Augusta, Georgia and Texarkana, Texas mills. These capital expenditures are not material to credit quality given the company's strong cash from operations. The company does not have any large environmental liabilities. Consumers view the company's paper-based packaging as more environmentally friendly than plastic packaging, which could support demand for Graphic Packaging's products going forward. Moreover, approximately one-third of Graphic Packaging products are from recycled fiber, which are viewed as more sustainable. However, paper cups have resin-based coating and therefore are not fully recyclable and the company also manufactures plastic-based packaging such as lids for cups and bowls. Graphic Packaging is investing to produce a paper cup with a plant-based biodegradable coating as a more environmentally friendly offering. Graphic Packaging is a public company with well-established governance structures and historically balanced capital allocation approach within its stated leverage target. The stable ratings outlook reflects expectations that Graphic Packaging will continue to grow its earnings and will return to its own leverage targets over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if operating performance and credit metrics deteriorate such as debt/EBITDA rises to 4 times and retained cash flow to debt falls below 15% (on sustained basis). The ratings could also be downgraded if the Kalamazoo mill investment encounters significant cost overruns or delays, and the company undertakes a large debt-financed acquisition or shareholder-friendly actions that stress its credit metrics and cash flow generation. Headquartered in Atlanta, GA, Graphic Packaging is one of North America's leading manufacturers of CUK, CRB and SBS paperboard packaging for food, food service, beverages and consumer goods. Graphic Packaging generated sales of approximately $6.3 billion for the twelve months ended 30 June 2020. The principal methodology used in these ratings was Paper and Forest Products Industry published in October 2018. GREAT WESTERN: Fitch Cuts IDR to C on Debt Exchange Announcement ---------------------------------------------------------------- Fitch Ratings has downgraded Great Western Petroleum, LLC's Issuer Default Rating to 'C' from 'CCC-' following the company's announced offer to exchange the company's senior unsecured notes due in 2021 for new senior secured, second lien term loans due in 2024 or a combination of new term loans and cash. In addition, Fitch has downgraded the senior secured credit facility to 'CCC'/'RR1' from 'B-'/'RR1' and the senior unsecured notes to 'C'/'RR5' from 'CCC-'/'RR4'. The downgrade also reflects Fitch's view of the exchange as a distressed debt exchange. Per Fitch's criteria, the IDR will be downgraded to Restricted Default upon completion of the DDE. The IDR will subsequently be re-rated to reflect the post-DDE credit profile. The transaction contemplates exchanging any and all of the company's 9.00% senior unsecured notes due in 2021 ($284 million outstanding) for either the company's new 11.00% senior secured, second lien term loans due in 2024 or a combination of the new term loans and cash. The 11.00% interest payments will be 10.50% cash and 0.5% payment-in-kind. The issuer will exchange a $1,000 principal number of existing notes for $1,000 of new term loans or a combination of new term loans and cash, up to $1,000, under the current proposal. The cash consideration will only occur if more than $200 million of notes, in aggregate, are tendered. The cash consideration is capped at $25 million and will likely be funded with a revolving credit facility. Existing noteholders may receive a premium of $50 for every $1,000 in old notes if they tender by Aug. 21, 2020. As part of the transaction, Great Western is seeking consents to amend the indenture governing the old notes. KEY RATING DRIVERS Distressed Debt Exchange: Fitch considers Great Western's debt exchange to be distressed, as there is a material reduction in terms compared with the original contract terms, and the company is avoiding bankruptcy. The company's senior unsecured notes included in the exchange mature on Sept. 30, 2021. However, the revolver's maturity springs to March 30, 2021 if the unsecured notes are not refinanced in full. As of June 30, 2020, the company had $362 million outstanding under the revolver credit facility, subject to the springing maturity. The exchange offer comes after heightened refinancing and liquidity risks, which were exacerbated by a period of historically low commodity prices. The lower commodity price environment further pressured liquidity as the borrowing base and elected commitments were reduced as part of the spring redetermination. Capital market access, particularly for smaller, high yield and Denver Julesburg operators, has been challenged dating back to 2019. Little Liquidity Relief: Fitch believes the exchange offer alleviates near-term refinancing concerns; however, liquidity will likely be pressured through the forecast period. As of June 30, 2020, GWP had approximately $248 million of revolver availability with an elected commitment amount of $600 million. Any amounts not tendered in the exchange will likely be repaid using carve-outs under the revolving credit facility, which will add additional pressure to the liquidity profile. Fitch believes management will have to adequately manage capital spending to generate positive FCF and avoid further downward borrowing base redeterminations as early as the fall of 2020. Additional Secured Debt Capacity: On July 30, 2020, Great Western completed a fourth amendment to its revolver credit facility, during which the borrowing base and elected commitment remained at $600 million. The key terms to the new agreement include the allowance of new secured third lien notes, to be used to repay the existing preferred equity units. Under the agreement, Great Western has $375 million of junior secured debt availability with up to $175 million of secured third lien capacity. Participation in the proposed debt exchange will reduce longer-term secured debt capacity, which may negatively impact financial flexibility as longer-dated debt maturities come due. Regulatory Environment Overhang: Senate Bill 19-181 was signed into law on April 16, 2019, triggering over 12 rulemakings at the Colorado Oil and Gas Conservation Commission. Fitch believes near-to-medium term operational risks are moderated under the new regulatory environment, but the regulatory environment may remain a capital market access overhang. Great Western received approval on seven new permits in 2019, adding over 200 wells and two years of inventory. In total, Fitch estimates Great Western has about six rig years of development under existing permits. Great Western's strong historical track record of working with local governments should support continued success in receiving drilling permits. DERIVATION SUMMARY Great Western is a DJ Basin pure play operator with approximately 60,000 net acres and an average 2Q20 daily production of 52 mboepd (69% liquids). As a single-basin DJ Basin operator, the company is significantly exposed to Colorado regulatory risk. Fitch believes Great Western has taken a proactive approach to the new legislation and has mitigated the new regulations associated with Bill 181. Great Western has a relatively high liquids cut and above-average netbacks. Great Western, like many smaller, deeper HY issuers, had to resort to a distressed debt exchange to refinance upcoming maturities due to lack of capital market access. Several operators with balance sheet problems and/or lower asset quality have filed for Chapter 11 protection amid historically lower commodity prices. Fitch believes the maturity and liquidity profile will cap Great Western's IDR in the event of a successful execution of the debt exchange that results in Fitch re-rating the post-exchange capital structure. KEY ASSUMPTIONS Fitch's Key Assumptions Within its Rating Case for the Issuer -- West Texas Intermediate oil prices of $32/barrel (bbl) in 2020, $42/bbl in 2021, $50/bbl in 2022 and $52/bbl thereafter. -- Henry Hub natural gas prices of $1.85 per thousand cubic feet in 2020 and $2.45/mcf thereafter. -- Realized prices in accordance with Accounting Standards Codification 606 (gathering and transportation [G&T] costs netted). -- Minimal production growth in 2020 and low single-digit production growth in 2021. -- A capital program linked to lower activity in 2020, with price-linked increases in the outer years. -- Flat unit costs through the forecasts. Key Recovery Rating Assumptions The recovery analysis assumes that Great Western Petroleum LLC would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Going-Concern Approach Fitch assumes a bankruptcy scenario exit EBITDA of $215 million, in line with the 2022 stress case EBITDA. The EBITDA estimate takes into account a slight uptick in oil and natural gas prices following a prolonged commodity price downturn ($25-$35/bbl oil) coupled with an unexpected regulatory change, causing lower-than-expected production, less economic drilling inventory and liquidity constraints. Fitch uses a GC enterprise value multiple of 3.0x versus a historical energy and production energy subsector exit multiple of 5.6x. The lower multiple is reflective of Great Western's footprint in the DJ Basin, which is smaller, subject to increased regulatory risks and cored up, leading to fewer available assets to increase reserves and inventory. Fitch's going-concern assumptions lead to a valuation of $645 million, a decrease since the last review due to a smaller production size and lower realized pricing. Liquidation Approach Fitch uses transactional and asset-based valuations, such as recent transactions for the DJ Basin, on $/acre, $/drilling location, $/flowing barrel and $/proved reserve estimates to determine a reasonable sales price for the company's assets. Fitch used PDC Energy Inc.'s acquisition of SRC Energy, Inc. in August 2019 as the key comparison. Fitch notes that SRC's acreage position is slightly south and east of the company's Weld County position, which has different valuation impacts than the company's Adams County core, which is in the volatile oil window. Fitch's liquidation value was $625 million. Fitch assumes the revolver was drawn at $480 million, or 80% of the $600 million elected commitment amount. The allocation of value in the liability waterfall results in a recovery corresponding to an 'RR1' rating for the revolver and an 'RR5' rating for the senior unsecured notes. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch does not anticipate a positive ratings action at this time given the announcement of a distressed debt exchange. Unsuccessful execution of the proposed debt exchange will likely result in a restructuring and a downgrade of the IDR. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Per Fitch's criteria, Great Western's IDR will be downgraded to RD upon completion of the debt exchange. The IDR will subsequently be re-rated to reflect the post-DDE credit profile. Fitch currently expects the re-rated post-exchange IDR to be no higher than 'B-' given the company's liquidity and FCF profile outlooks coupled with the regulatory overhang that may continue to pressure capital market access. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Evolving Maturity Profile: Great Western's debt structure includes senior unsecured notes due in 2021 and 2025. The company's revolving credit facility matures on June 25, 2024 but springs to March 30, 2021 if the senior unsecured notes due in 2021 are not refinanced in full. The exchange offer would help to alleviate the 2021 unsecured note maturity and add an additional maturity in 2024. Great Western would be reliant on improved commodity prices and capital market access to refinance the revolver, senior secured term loan and senior unsecured notes due in 2024 and 2025, which represents the company's entire debt load. Liquidity May Be Constrained: As of June 30, 2020, GWP had approximately $248 million of revolver availability (comprising a $600 million borrowing base and elected commitment), and the company had cash on hand of approximately $8 million. Fitch believes the company's liquidity position will drive asset base development decisions. Prioritizing positive FCF at the cost of asset development could result in a lower borrowing base and a potentially weaker liquidity position. Additionally, Great Western may use the revolving credit facility to refinance any outstanding amount not validly tendered in the exchange offer. Continued capital market access challenges for HY issuers may result in a weaker longer-term liquidity profile. Preferred Units: On April 11, 2018, GWP issued 275,000 preferred units at a $1,000 par value. GWP is required to make cumulative annual dividends payable quarterly at 8% until April 2023, and at the greater of 8% or LIBOR+625 thereafter, and at 10% following a qualified IPO. Until the end of 2020, GWP has the option to PIK dividends up to 100%; however, a portion must be paid in cash to cover taxes for noteholders. The units received 0% equity credit. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Great Western has an Environmental, Social and Governance Relevance Score of 4 for Exposure to Social Impacts, due to heightened regulatory pressure for Colorado oil and gas operators, which may have a longer-term impact on costs and inventory. Fitch believes this has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Except for the matters discussed, the highest level of ESG credit relevance, if present, is a score of 3 - ESG issues are credit-neutral or have only a minimal credit impact on the entity, due to either their nature or the way in which they are being managed by the entity. GROWLIFE INC: Incurs $611K Net Loss in Second Quarter ----------------------------------------------------- GrowLife, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss of $610,523 on $1.85 million of net revenue for the three months ended June 30, 2020, compared to a net loss of $1.69 million on $2.20 million of net revenue for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $1.90 million on $3.51 million of net revenue compared to a net loss of $4.03 million on $4.44 million of net revenue for the same period during the prior year. As of June 30, 2020, the Company had $4.35 million in total assets, $7.77 million in total current liabilities, $2.05 million in total long term liabilities, and a total stockholders' deficit of $5.47 million. The Company anticipates that it will record losses from operations for the foreseeable future. As of June 30, 2020, the Company's accumulated deficit was $150,365,730. The Company has limited capital resources, and operations to date have been funded with the proceeds from private equity and debt financings. These conditions raise substantial doubt about our ability to continue as a going concern. The audit report prepared by the Company's independent registered public accounting firm relating to our consolidated financial statements for the year ended Dec. 31, 2019 includes an explanatory paragraph expressing the substantial doubt about the Company's ability to continue as a going concern. The Company believes that its cash on hand will be sufficient to fund its operations only until Sept. 30, 2020. The Company needs additional financing to implement our business plan and to service our ongoing operations and pay its current debts. There can be no assurance that the Company will be able to secure any needed funding, or that if such funding is available, the terms or conditions would be acceptable to us. "If we are unable to obtain additional financing when it is needed, we will need to restructure our operations, and divest all or a portion of our business. We may seek additional capital through a combination of private and public equity offerings, debt financings and strategic collaborations. Debt financing, if obtained, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, and could increase our expenses and require that our assets secure such debt. Equity financing, if obtained, could result in dilution to the Company's then-existing stockholders and/or require such stockholders to waive certain rights and preferences. If such financing is not available on satisfactory terms, or is not available at all, the Company may be required to delay, scale back, eliminate the development of business opportunities or file for bankruptcy and our operations and financial condition may be materially adversely affected," GrowLife said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1161582/000165495420009175/phot_10q.htm About GrowLife GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com/-- is a nationally recognized cultivation brand, providing world-class hydroponic equipment, lighting, nutrients, media, and other cultivation supplies to commercial and urban operations. With a complete selection of cultivation products combined with logistics and distribution services, GrowLife consultants help cultivation operations efficiently control supply costs, manage build-out investments, track supply usage, streamline workflows and create custom solutions to aid in a wide range of grow concerns. GrowLife reported a net loss of $7.37 million for the year ended Dec. 31, 2019, compared to a net loss of $11.47 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $4.05 million in total assets, $6.90 million in total current liabilities, $1.78 million in total long term liabilities, and a total stockholders' deficit of $4.63 million. BPM LLP, in Walnut Creek, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2020 citing that the Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. GRUPO AEROMEXICO: Seeks Approval to Hire SkyWorks Capital --------------------------------------------------------- Grupo Aeromexico, S.A.B. de C.V. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire SkyWorks Capital, LLC to serve as their financial advisor in connection with their aircraft fleet restructuring efforts. The firm will be compensated as follows: (i) General Financial Advisory Fees. From the commencement of the engagement until Feb. 28, 2021, the firm will receive $425,000 per month; (ii) After Feb. 28, 2021, the advisory fee shall equal $200,000 per month; (iii) Success Fees. The firm will be paid success fees as follows: (i) $65,000 per aircraft for which Debtors have achieved a permanent reduction in cash flow or an early return, as calculated over the applicable current lease term; (ii) $32,500 per aircraft for which Debtors have achieved a payment deferral or deferral of end-of-lease compensation, with no permanent savings to Debtors, calculated over the applicable current lease term; and (iii) $750,000 for a restructuring of the Boeing agreement. (iv) The aggregate fees payable to the firm shall be capped at $8.5 million for work performed through Feb. 28, 2021; (v) Immediately upon the execution of the agreement, the firm will receive an advance payment retainer in the amount of $850,000; For additional services related to a sale or leaseback financing, the firm will be paid a fee of 35 basis points multiplied by the sales price of any aircraft sold, subject to a floor of $150,000 per aircraft. Matthew Landess, a partner at SkyWorks Capital, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew A. Landess SkyWorks Capital, LLC 283 Greenwich Ave. 4th Fl. Greenwich, CT, 06830 Telephone: (203) 983-6677 Facsimile: (203) 983-6678 About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Visit https://www.aeromexico.com for more information. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. Debtors have tapped Davis Polk & Wardwell LLP as their bankruptcy counsel, White & Case LLP and Cervantes Sainz, S.C. as special counsel, AlixPartners, LLP as financial advisor, and Epiq Bankruptcy Solutions as claims agent. SkyWorks Capital, LLC serves as Debtors' financial advisor in connection with their aircraft fleet restructuring efforts. GRUPO AEROMEXICO: Seeks to Hire Davis Polk as Legal Counsel ----------------------------------------------------------- Grupo Aeromexico, S.A.B. de C.V. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Davis Polk & Wardwell, LLP as their legal counsel. The firm will provide these services in connection with Debtors' Chapter 11 cases: a) advise Debtors of their rights, powers and duties in the continued management and operation of their businesses and properties; b) prepare documentation and pleadings and take all actions in connection with statutory bankruptcy issues, strategic transactions, asset sale transactions, real estate, intellectual property, employee benefits, business and commercial litigation, corporate and tax matters, and prosecute or settle claims against or by Debtors; c) take all actions to protect and preserve Debtors' estates; d) take all actions in connection with any Chapter 11 plan, disclosure statement and all related documents; and e) act as general restructuring counsel for Debtors and perform all other legal services in connection with their bankruptcy cases. The rates charged by Davis Polk range from $1,370 to $1,685 per hour for partners, $560 to $1,095 per hour for associates and $325 to $450 per hour for paraprofessionals. The firm charges $1,295 per hour for counsel, Davis Polk received payments in the total amount of $2.25 million in June. The firm also held a retainer in the amount of $376,339. Timothy Graulich, Esq., a partner at Davis Polk, disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Graulich also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: Davis Polk has agreed to negotiated discounts off of its standard rates. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: 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 post-petition, explain the difference and the reasons for the difference. Answer: There were no adjustments to billing rates and material financial terms during the 12 months prepetition. Davis Polk's billing rates and material financial terms have not changed post-petition. The firm was retained on June 3 and Debtors' Chapter 11 cases were commenced on June 30, 2020. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Answer: Davis Polk intends to provide a prospective budget and staffing plan for the period from the Petition Date through September 30, 2020 to the Debtors and will continue to work with the Debtors on the budget and staffing plan The firm can be reached through: Timothy Graulich, Esq. Marshall S. Huebne, Esq. James I. McClammy, Esq. Stephen D. Piraino, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000 / (212) 450-4639 Facsimile: (212) 701-5800 Email: timothy.graulich@davispolk.com About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Visit https://www.aeromexico.com for more information. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. Debtors have tapped Davis Polk & Wardwell LLP as their bankruptcy counsel, White & Case LLP and Cervantes Sainz, S.C. as special counsel, AlixPartners, LLP as financial advisor, and Epiq Bankruptcy Solutions as claims agent. SkyWorks Capital, LLC serves as Debtors' financial advisor in connection with their aircraft fleet restructuring efforts. GRUPO AEROMEXICO: Taps AlixPartners as Financial Advisor -------------------------------------------------------- Grupo Aeromexico, S.A.B. de C.V. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire AlixPartners, LLP as their financial advisor. The firm will provide these services in connection with Debtors' Chapter 11 cases: a. develop a rolling 13-week cash receipts and disbursements forecasting tool designed to provide on-time information related to Debtors' liquidity; b. develop and implement cash management strategies, tactics and processes; c. identify and implement both short-term and long-term liquidity generating initiatives; d. analyze and implement cost reduction initiatives; e. develop Debtors' revised business plan and related forecasts required by bank lenders or by Debtors for other corporate purposes; f. assist Debtors with their communications or negotiations with stakeholders and other parties; g. develop contingency plans and financial alternatives in the event an out-of-court restructuring cannot be achieved; h. assist Debtors in the design and implementation of a restructuring strategy; i. meet with the unsecured creditors' committee and other statutory or unofficial committees, if any; j. assist in the preparations of Debtors' plan of reorganization, statements of financial affairs, schedules of assets and liabilities and other court filings; and k. help Debtors and their bankruptcy professionals develop potential debtor-in-possession financing scenarios. The firm's standard hourly rates for 2020 are as follows: Title Hourly Rate Managing Director $1,000 – $1,195 Director $800 – $950 Senior Vice President $645 – $735 Vice President $470 – $630 Consultant $175 – $465 Paraprofessional $295 – $315 The firm received a retainer in the amount of $1,500,000 from Debtors. Lisa Donahue, managing director at AlixPartners, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lisa Donahue AlixPartners LLP 909 Third Avenue New York, NY 10022 Telephone: (212) 490 2500 Facsimile: (212) 490 1344 Email: ldonahue@alixpartners.com About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Visit https://www.aeromexico.com for more information. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. Debtors have tapped Davis Polk & Wardwell LLP as their bankruptcy counsel, White & Case LLP and Cervantes Sainz, S.C. as special counsel, AlixPartners, LLP as financial advisor, and Epiq Bankruptcy Solutions as claims agent. SkyWorks Capital, LLC serves as Debtors' financial advisor in connection with their aircraft fleet restructuring efforts. GRUPO AEROMEXICO: Taps Cervantes Sainz as Special Counsel --------------------------------------------------------- Grupo Aeromexico, S.A.B. de C.V. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Cervantes Sainz, S.C. as special counsel to provide legal advice on the Mexican law aspects of their cross-border restructuring. The rates charged by the firm range from $350 to $575 per hour for partners, $190 to $300 per hour for associates and $100 to $175 per hour for paraprofessionals. Alejandro Sainz, Esq., a senior partner at Cervantes Sainz, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Sainz also made the following disclosures in response to the request for additional information set forth in Section D.1 of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the 12 months pre-petition, disclose your billing rates and material financial terms for the pre-petition engagement, including any adjustments during the 12 months pre-petition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: There were no material adjustments to billing rates other than the annual and general adjustments and material financial terms during the 12 months prior to Debtors' bankruptcy filing. Cervantes Sainz's billing rates and material financial terms have not changed post-petition. The firm was retained on June 5 and Debtors' bankruptcy cases were commenced on June 30. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Answer: For the matters billed hourly, Cervantes Sainz has been working with Debtors on a prospective budget and staffing plan for the two-month period from the petition date and will continue to work with Debtors on these plans. Cervantes Sainz can be reached through: Alejandro Sainz Cervantes Sainz, S.C. Perif. Blvd. Manuel Avila Camacho 24 Lomas - Virreyes, Lomas de Chapultepec, Miguel Hidalgo, 11000 Ciudad de Mexico, CDMX, Mexico Telephone: (52) 55 9178 50 46 Email: asainz@cervantessainz.com About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Visit https://www.aeromexico.com for more information. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. Debtors have tapped Davis Polk & Wardwell LLP as their bankruptcy counsel, White & Case LLP and Cervantes Sainz, S.C. as special counsel, AlixPartners, LLP as financial advisor, and Epiq Bankruptcy Solutions as claims agent. SkyWorks Capital, LLC serves as Debtors' financial advisor in connection with their aircraft fleet restructuring efforts. GRUPO AEROMEXICO: Taps Epiq Corporate as Administrative Agent ------------------------------------------------------------- Grupo Aeromexico, S.A.B. de C.V. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Epiq Corporate Restructuring, LLC as their administrative agent. The firm will provide these services in connection with Debtors' Chapter 11 cases: a. assist in the solicitation, balloting, tabulation and calculation of votes and in the preparation of reports in support of confirmation of Debtors' plan of reorganization; b. generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; c. gather data in conjunction with the preparation of Debtors' schedules of assets and liabilities and statements of financial affairs, if any; d. assist Debtors in claims reconciliation, the preparation of claims reports, claims objections and exhibits, and other related matters; e. provide a confidential data room, if requested; and f. manage and coordinate any distributions pursuant to a Chapter 11 plan. The firm will be paid at hourly rates as follows: Claim Administration Hourly Rates Title Rates Clerical/Administrative Support $25 to $45 IT / Programming $65 to $85 Case Managers $70 to $165 Consultants/ Directors/Vice Presidents $160 to $190 Solicitation Consultant $190 Executive Vice President, Solicitation $215 Call Center Operator Call Center Operator $55 per hour The firm received a retainer in the amount of $25,000. Kathryn Tran, consulting director at Epiq Corporate, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kathryn Tran Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Visit https://www.aeromexico.com for more information. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. Debtors have tapped Davis Polk & Wardwell LLP as their bankruptcy counsel, White & Case LLP and Cervantes Sainz, S.C. as special counsel, AlixPartners, LLP as financial advisor, and Epiq Bankruptcy Solutions as claims agent. SkyWorks Capital, LLC serves as Debtors' financial advisor in connection with their aircraft fleet restructuring efforts. GRUPO AEROMEXICO: Taps White & Case as Special Counsel ------------------------------------------------------ Grupo Aeromexico, S.A.B. de C.V. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire White & Case, LLP as their special counsel. The firm will provide services with respect to issues that may arise during Debtors' Chapter 11 cases, including Debtors' aircraft, leases, lessees, secured financing facilities and ongoing operations. The firm's attorneys and paraprofessionals will be paid at hourly rates as follows: Partners $1,145 to $1,645 per hour Counsel $1,055 per hour Associates $595 to $1,025 per hour Paraprofessionals $175 to $535 per hour Christian Hansen, Esq., a partner at White & Case, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Hansen also disclosed the following information addressed in Paragraph D.1 of the U.S. Trustee Guidelines for reviewing fee applications: 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. However, as a global firm, White & Case's attorneys in different geographic locations may have different hourly billing rates. Should any attorneys outside the U.S. be involved in this engagement for any reason, the firm would expect to bill their time at their standard local rates. All billing rates for the firm's U.S. offices are the same for this type of engagement. Question: If you represented the client in the 12 months pre-petition, disclose your billing rates and material financial terms for the pre-petition engagement, including any adjustments during the 12 months pre-petition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: In 2019, the firm's billing rates range from $1,095 to $1,545 per hour for partners, $550 - $960 per hour for associates, and $165 to $500 per hour for paraprofessionals. The firm's counsel charge $995 per hour. These rates have increased in 2020. White & Case has represented the client for many years, and during that time, the firm has often provided discounts to its aggregate fees for particular matters, though it has not agreed to hourly rate discounts. The firm provided a discount to the client on its pre-bankruptcy outstanding bills, which was agreed and paid prior to Debtors' bankruptcy filing. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period. Response: Debtors' general counsel has approved White & Case's proposed scope of work and the firm's proposed staffing plan. White & Case has provided an estimate of fees in the initial stages of the cases based on certain assumptions. The actual fees and staffing needs may vary widely depending on how matters progress in Debtors' cases. The firm can be reached through: Christian Hansen, Esq. White & Case LLP 1221 Avenue of the Americas New York, NY Telephone: (305) 995-5272 Email: chansen@whitecase.com About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Visit https://www.aeromexico.com for more information. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. Debtors have tapped Davis Polk & Wardwell LLP as their bankruptcy counsel, White & Case LLP and Cervantes Sainz, S.C. as special counsel, AlixPartners, LLP as financial advisor, and Epiq Bankruptcy Solutions as claims agent. SkyWorks Capital, LLC serves as Debtors' financial advisor in connection with their aircraft fleet restructuring efforts. HOPEDALE MINING: Hires Epiq Corporate as Administrative Advisor --------------------------------------------------------------- Hopedale Mining, LLC and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Southern District of Ohio to hire Epiq Corporate Restructuring, LLC, as administrative advisor. Services to be rendered by Epiq are: (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 included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court. Epiq will be paid at these hourly rates: Executives No Charge Executive Vice President, Solicitation $215 Solicitation Consultant $190 Consultants/Directors/Vice Presidents $160-$190 Case Managers $70-$165 IT/Programming $65-$85 Clerical/Administrative Support $25-$45 Brian Hunt, consulting director of Epiq, assures the court that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent any interest materially adverse to the Debtor's estate in connection with any matter on which it would be employed. The firm can be reached through: Brian Hunt Epiq Corporate Restructuring, LLC 777 Third Avenue 11th and 12th Floors New York, NY 10017 Phone: +1 212 225 9200 About Hopedale Mining Hopedale Mining, LLC and its affiliates are diversified coal producers. They produce, process and sell coal of various steam and metallurgical grades from multiple coal-producing basins in the United States. They market steam coal primarily to electric utility companies as fuel for their steam powered generators. The companies have a geographically diverse asset base with coal reserves located in Central Appalachia, Northern Appalachia, the Illinois Basin and the Western Bituminous region. On July 22, 2020, Hopedale Mining sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 20-12043). At the time of the filing, Hopedale Mining had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge Guy R. Humphrey oversees the cases. The Debtors tapped Frost Brown Todd LLC as their bankruptcy counsel, Cambio Group LLC as restructuring advisor, Energy Ventures Analysis Inc. as financial advisor, FTI Consulting Inc. as bankruptcy consultant, and Epiq Corporate Restructuring LLC as claims and noticing agent. HOPEDALE MINING: Hires Whiteford Taylor as Conflicts Counsel ------------------------------------------------------------ Hopedale Mining, LLC and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Southern District of Ohio to hire Whiteford Taylor & Preston, LLP as their conflicts and special counsel. Whiteford Taylor will provide specialized services to the Debtors regarding: (a) matters that the Debtors may encounter in which Lead Counsel has, or believes it may have, an actual or potential conflict; (b) such other tasks and matters as they arise and as specifically requested or assigned by the Debtors which, in their business judgment, would best serve the needs of the Chapter 11 Cases; and (c) assist, as needed and as requested, in any hearing in the Chapter 11 Cases related to the foregoing. The firm's 2020 standard hourly rates: Michael J. Roeschenthaler Partner $635 Kenneth J. Lund Senior Counsel $650 Tina A. Roeschenthaler Counsel $495 Kelly E. McCauley Associate $395 Whiteford Taylor and its lawyers are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code with respect to its proposed section 327(e) role; and neither the firm nor its partners hold or represent any interest adverse to the Debtors' estates, according to court filings. The firm can be reached through: Michael J. Roeschenthaler, Esq. Whiteford Taylor & Preston, LLP 200 First Avenue, Third Floor Pittsburgh, PA 15222 Tel: (412) 618-5601 Fax: (412) 618-5596 Email: mroeschenthaler@wtplaw.com About Hopedale Mining Hopedale Mining, LLC and its affiliates are diversified coal producers. They produce, process and sell coal of various steam and metallurgical grades from multiple coal-producing basins in the United States. They market steam coal primarily to electric utility companies as fuel for their steam powered generators. The companies have a geographically diverse asset base with coal reserves located in Central Appalachia, Northern Appalachia, the Illinois Basin and the Western Bituminous region. On July 22, 2020, Hopedale Mining sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 20-12043). At the time of the filing, Hopedale Mining had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge Guy R. Humphrey oversees the cases. The Debtors tapped Frost Brown Todd LLC as their bankruptcy counsel, Cambio Group LLC as restructuring advisor, Energy Ventures Analysis Inc. as financial advisor, FTI Consulting Inc. as bankruptcy consultant, and Epiq Corporate Restructuring LLC as claims and noticing agent. HOWARD BEND: Fitch Lowers Rating on $12.3MM Series 2005 Bonds to B+ ------------------------------------------------------------------- Fitch Ratings has downgraded the rating on the following Howard Bend Levee District (the district) bonds to 'B+' from 'BBB-': -- $12.3 million levee district refunding and improvement bonds series 2005. The bonds have been placed on Rating Watch Negative. SECURITY The bonds are special limited obligations payable solely from a special levee assessment (SLA) against certain benefited properties within the district. The SLA is set annually to cover annual debt service. Under an emergency authorization, the levy may be increased to 1.1x debt service. The bonds are also payable from a cash-funded debt service reserve fund (DSRF). ANALYTICAL CONCLUSION The downgrade to 'B+' reflects diminished resilience of the structure due to legal challenges by SLA payers. Resulting reduced revenue receipts increase risks to raising sufficient revenues for full and timely payment of debt service without reliance on reserves. The district's top SLA payer, GLP Capital LP, owner of Hollywood Casino St. Louis properties (the casino), and the city of Maryland Heights (the city), which pays a smaller assessment, have filed lawsuits related to the district's procedures for calculating assessments and use of assessment revenues. While they made their assessment payments for 2019, due to the litigation, these payments have been held by St. Louis County, MO (the county) and have not been distributed to the district. The timing of the challenges limited the district's ability to address shortfalls with revisions to the assessment levy, and the district relied on available reserves, although not the debt service reserve fund, to make 2020 debt service payments. The district intends to increase assessments on other payers as needed to make up for held-back payments and provide sufficient funds for debt service needs. Uncertainty related to the payer response to these increases adds the risk of potential additional assessment challenges. The Rating Watch Negative reflects uncertainty as to the resolution of the lawsuit and the potential for additional challenges to the district's assessment collections. The Negative Watch also reflects Fitch's concern that the debt service reserve fund, while sufficient to address near-term timing issues, might not be made available for debt service if needed. HISTORICALLY PREDICTABLE REVENUES CHALLENGED: The district is required to levy an amount sufficient to provide 1.0x coverage of annual debt service on the bonds, regardless of underlying tax base value, and may levy up to about 1.1x debt service under certain circumstances. Collection rates had been historically strong, at over 96% for the last 15 years through 2018. While collections for 2019 included casino and city payments, these have not been available to the district due to ongoing litigation. WEAKENED RESILIENCE OF PLEDGED REVENUES: The district's ability to levy an amount sufficient to produce 1.1x coverage, along with the moderate volatility in annual tax collections, had historically supported adequate financial resilience for debt service coverage. Resilience has weakened with the hold-back of assessment payments. SIGNIFICANT TAXPAYER CONCENTRATION: The district has considerable taxpayer concentration, with the top 10 payers accounting for over 80% of total assessed benefits. The casino, the top payer, accounts for about 31% of total assessed benefits. The obligation to adjust each parcel's levy to equal debt service and the replenishment feature of the DSRF mitigate to some degree concerns about taxpayer concentration. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- Resolution of legal actions that secure the release of protested assessment payments; -- The district's ability to address the impact of challenges to assessments and consistently maintain adequate coverage levels. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- District inability to address revenue disruption or loss that puts at risk the collection of revenues sufficient to provide adequate coverage of district debt service needs; -- Additional challenges by SLA payers. CURRENT DEVELOPMENTS The casino (about 31% of total assessed benefits) and the city of Maryland Heights (about 4%) have both filed lawsuits challenging assessment levies. Per state statute, protested 2019 payments had to be held back by the county and will not be released until the lawsuits are resolved. Mediation proceedings with the casino, delayed by the coronavirus pandemic, have begun, with an initial meeting in late June. In addition, the district is involved in ongoing discussions with the city regarding its concerns. The district has sufficient funds on hand for the upcoming September 1 debt service payment. It is relying on excess, previously levied assessment revenues to cover the withheld payments, but will need to take action to ensure sufficient revenues for 2021 debt service payments (due March 1st and September 1). The district's assessment levy for debt service in the following year must be set on or before September 30, and payments are due by December 31. The district reports that it intends to increase assessments on other payers this year to make up for any expected protested assessment shortfalls in 2020 payments, which are meant to cover 2021 debt service. As the casino is the largest assessment payer, making up for the total loss of its payments would result in sizable increases to other payer assessments. The district has indicated that the increase could be over 70% for some payers. The district has never had to re-set payer assessments due to a shortfall. Uncertainty related to payer response to these increases adds the risk of potential additional legal challenges to assessments. Depending on the timing of these protests relative to debt service due dates, and the potential that the assessments could be held back by the county, district options to address a shortfall in revenues available for debt service could be limited to the use of reserve funds. Fitch believes the litigation elevates the risk that the trustee-held debt service reserve could be withheld for potential costs of the trustee. ECONOMIC RESOURCE BASE Howard Bend Levee District encompasses approximately 13 square miles and is 20 miles northwest of St. Louis, Missouri. The district was incorporated in 1987 and is organized for a period of 100 years for the purpose of protecting and reclaiming land from the effects of overflow, wash and bank erosion, and for sanitary and agricultural purposes. The district is governed by a five-member board of supervisors comprised of five property owners within the district and has no employees. The district engages in minimal operations outside of improvement projects and maintenance for the levee. Given this, Fitch has not assigned the district an Issuer Default Rating. DEDICATED TAX CREDIT PROFILE DEBT SERVICE AND COLLECTION RATES DRIVE REVENUES Pledged revenues are driven by the size of annual debt service payments and the SLA collection rate. SLAs are levied in an amount sufficient to pay debt service on the bonds; however, the district has additional flexibility in its authority to levy up to 1.1x for debt service under an emergency authorization, as well as a maintenance levy of up to 10% of the total project cost, which is legally available, although not pledged for debt service. The SLAs are collected by St. Louis County. Delinquent levee assessments constitute a lien that is subordinate to the liens of the state for general state, county, school, and road taxes. Governmental entities are subject to the district's levy under state statute. Collection rates historically have been high, exceeding 96% through to 2018. The district reports a high 2019 collection rate of about 98%, but this includes casino and city payments that were held back. RESILIENCE OF PLEDGED REVENUES Fitch typically uses the Fitch Analytical Stress Test (FAST) model, which relates the volatility of historical revenues to U.S. GDP, to evaluate the sensitivity of the dedicated tax structure to a moderate recession scenario (a 1% decline in U.S. GDP). However, this analysis does not take into account the impact of the held back payments on the ability to provide sufficient funds for debt service. This risk forms the basis of the 'B+' rating. SIGNIFICANT TAXPAYER CONCENTRATION The district is highly concentrated, with the top 10 taxpayers accounting for over 80% of the total assessed benefits. There are a total of 355 taxpayers. More than one-half of the top 10 taxpayers are governmental or quasi-governmental entities, including the state of Missouri (IDR rated AAA/Stable), Maryland Heights, and St. Louis County (IDR rated AAA/Stable). The combined share of total assessed benefits for top 10 governmental taxpayers is about 34%, slightly more than that of the casino. The potential for cash flow volatility in the event of major taxpayer non-payment is a significant credit vulnerability, which could require a draw on the DSRF until collection of the subsequent annual SLA levy. The rating captures both this risk and the possibility that the DSRF may not be applied to debt service as the trustee may reserve funds for its own costs. The district is required to increase the SLA on all payers to replenish the DSRF. In addition to the DSRF, the district reports balances in maintenance, emergency, and bond installment funds that are available for debt service. With the drawdown of excess, previously levied assessment revenues moneys from the bond installment fund for 2020 debt service needs, reserve levels are expected to total approximately $200,000, down from about $1 million to $2 million in recent years. The district is currently in contract for the sale of land to the U.S. Fish and Wildlife Service estimated to yield $600,000, which it has indicated will likely be added to available reserves. Maximum annual debt service on all district debt is approximately $3 million. The SLA levy for debt service must be set by September 30, with assessment payments due December 31st, in advance of the March 1 principal and interest payment. While the district has the legal authority to increase revenue in the event of non-payment, Fitch believes the practical application of such authority could prove challenging. ASYMMETRIC RISK CONSIDERATIONS The rating also reflects the composition of the districts assessment base, which results in an asymmetric risk due to its concentrated nature, with a single payer representing a significant percentage of total assessments. IAC/INTERACTIVECORP: S&P Downgrades ICR to 'BB'; Outlook Stable --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on New York City-based media company IAC/InterActiveCorp. to 'BB' from 'BB+' and removed its ratings on the company from CreditWatch, where it placed them with negative implications on Aug. 8, 2019, to reflect its assessment of its business and financial risk, financial policy, and capital structure following the transaction. The downgrade reflects IAC's weaker business position following the spin-off of Match and its participation in various businesses that are evolving and carry elevated risk. In 2020, S&P expects IAC's revenue to reach about 60% of its reported 2019 revenue and forecast it will generate a fraction of its 2019 EBITDA given that it previously derived about 80% of its EBITDA from Match. In line with the company's long-term strategy, it spun the maturing business to focus on longer-term opportunities with its smaller businesses, such as ANGI Homeservices (which is the largest of its businesses along with Dotdash, Vimeo, Search, and various businesses it classifies as Emerging & Others). Several of these businesses exhibit promising growth trends but are not yet mature. In addition, besides ANGI these businesses do not generate material cash flow. S&P has revised its assessment of IAC's business risk to weak from fair to reflect its comparatively weaker competitive position, the smaller overall scale of its operations, and its lower EBITDA base and no longer net its cash balances against its debt in the rating agency's leverage calculations. The home repair sector is less vulnerable to an economic slowdown; however, downside risks from the pandemic remain. The implementation of stay-at-home restrictions has put a severe dent in the level of overall economic activity. However, the economic contraction stemming from the pandemic has not significantly curtailed IAC's revenue. In the second quarter of 2020, the company's revenue rose by 5% as growth in its ANGI, Vimeo, Dotdash, and Emerging & Others businesses was partially offset by a decline in its search segment. While many economies have begun to reopen, an increase in the spread of infections could cause governments to re-impose lockdown restrictions, which would potentially lead to a slowdown in the company's demand. While S&P expects U.S. GDP to decline by approximately 5% in 2020, it expects IAC's revenue to increase by about 7% because it believes the demand for its products will remain strong given the secular transition to online from offline. Notwithstanding this, an increase in the number of virus cases this winter would pose additional downside risk for the company because ANGI's seasonal demand for home-exterior projects would decline if customers practice social distancing and are reluctant to pursue in-home projects. S&P expects ANGI to continue to be IAC's key EBITDA contributor as the profitability of its other businesses improves gradually through 2021. S&P expects that ANGI will account for most of the company's EBITDA in 2020 and anticipate that the EBITDA contributions from its other businesses will increase over the next two years as they become profitable. S&P expects that the second-largest contributor of IAC's EBITDA in 2021 will be Dotdash and assume $40 million-$50 million of EBITDA supported by growth in its advertising revenue. The company's search business will be the next largest contributor with about $30 million-$40 million of EBITDA. S&P expects that Vimeo and IAC's Emerging & Others segment will generate negative EBITDA due to its investments in 2020 but turn positive in 2021. Although S&P believes that most of the company's businesses will generate positive EBITDA beyond 2021, the level of EBITDA generation for each of these businesses will vary based upon their available opportunities and IAC's growth investments. S&P expects leverage to remain temporarily elevated in 2020 before declining by year-end 2021 on lower investment spending at ANGI and a broad economic recovery. S&P considers 2020 to be a transformative year for IAC due to the acquisition of Care.com, its spin-off of Match, and its investments in ANGI (in addition to a $25 million contribution to the company's endowment to support its corporate social responsibility efforts). S&P expects this to pressure the company's EBITDA and increase its leverage in 2020. However, the rating agency anticipates that the company's adjusted EBITDA will increase to the $225 million-$250 million range in 2021 as its S&P Global Ratings-adjusted gross leverage declines to the high-3x area. IAC will look to opportunistically utilize its substantial cash balance to pursue investments in new and existing businesses. Pro forma for its $1 billion purchase of a 12% minority stake in MGM Resorts and the $500 million debt raise at ANGI, IAC will have a consolidated cash balance of $3.8 billion as of June 30, 2020, with $2.9 billion held at IAC and $920 million at ANGI Homeservices. "We expect that the company will look to use the funds to pursue acquisitions in its existing or new segments with a focus on long-term value creation. We expect IAC to have debt at the operating company level but do not anticipate it will place material debt on its balance sheet," S&P said. "While we do not explicitly forecast additional acquisitions, we expect that the company will pursue acquisitions with a focus on the offline-to-online transition and believe they may not immediately be EBITDA accretive. Nevertheless, we expect that IAC will likely maintain a sizeable cash balance and gross leverage of about 3x over the long term," the rating agency said. Environmental, social, and governance (ESG) factors relevant for this rating: -- Health and safety S&P Global Ratings acknowledges a high degree of uncertainty about the evolution of the coronavirus pandemic. The consensus among health experts is that the pandemic may now be at, or near, its peak in some regions but will remain a threat until a vaccine or effective treatment is widely available, which may not occur until the second half of 2021. "We are using this assumption in assessing the economic and credit implications associated with the pandemic. As the situation evolves, we will update our assumptions and estimates accordingly," S&P said. The stable outlook on IAC reflects the benefits from the secular consumer trends toward online consumption that will support revenue growth of more than 7% in 2020, largely due to organic growth and some acquisition contributions despite the social-distancing mandates and economic challenges stemming from the coronavirus pandemic. The company's strong pro forma liquidity will enable it to make ongoing investments without needing to raise additional capital. In addition, S&P expects that IAC will maintain robust cash balances or pursue accretive investments and forecast its EBITDA will expand in 2021, allowing it to reduce its gross adjusted leverage to the high-3x area. "We could lower our rating on IAC over the next 12 months if its leverage remains elevated above 4x in 2021 due to higher-than-expected investments that pressure its EBITDA, if work disruptions caused by the pandemic or government-imposed shutdowns significantly exceed our expectations, or if lower-than-expected demand from a more severe recession causes consumers and business to delay their spending. We could also downgrade the company if it depletes its cash balances for investments that are not accretive to its EBITDA and cash flow," S&P said. "Although unlikely over the near term, we could raise our rating on IAC if it becomes sufficiently diversified through strong revenue and EBITDA growth at key subsidiaries, successful product launches, and accretive acquisitions while maintaining prudent levels of leverage," the rating agency said. JASON INDUSTRIES: Hires Deloitte & Touche as Auditor ---------------------------------------------------- Jason Industries, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Deloitte & Touche LLP to provide independent audit services, effective as of June 24, 2020. Deloitte & Touche is assisting the Debtors by performing financial statement audit in accordance with standards of the Public Company Accounting Oversight Board (PCAOB) (United States) in order to express an opinion on the fairness of the presentation of the Debtors’ financial statements for the year ending December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche is also performing a review of the Debtors’ condensed interim financial information in accordance with PCAOB Standards for each of the quarters ending Dec. 31, 2020, prepared for submission to the Securities and Exchange Commission. Additionally, Deloitte & Touche may provide Out-of-Scope Services. Patrick DiStefano, partner of the firm of Deloitte & Touche, attests that the firm is a "disinterested person" as such term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code. Deloitte & Touche's hourly rates for Out-of-Scope Services are: Partner / Principal / Managing Director $500 - $675 Senior Manager $375 - $525 Manager $325 - $450 Senior $225 - $325 Staff $150 - 210 Deloitte & Touche agreed to bill the Debtors $200,000 with respect to the audit services performed thereunder, except for Out-of-Scope Services. The Debtors paid the $200,000 prior to the Petition Date. About Jason Industries Jason Industries, Inc., headquartered in Milwaukee, Wisconsin, is a diversified manufacturing company serving the finishing, seating, acoustics and components end markets. Jason Industries, Inc., and 7 affiliates sought Chapter 11 protection (S.D.N.Y. Lead Case No. 20-22766) after reaching a deal with lenders on terms of a plan that will cut debt by $250 million. As of June 24, 2020, the Company reported total assets of $204,886,939 and total debt of $428,374,343. The Hon. Robert D. Drain is the case judge. Moelis & Company LLC, is acting as financial advisor, Kirkland & Ellis LLP is acting as legal counsel, and AlixPartners, LLP, is acting as restructuring advisor to the Company in connection with the Restructuring. Houlihan Lokey Capital, Inc., is acting as financial and restructuring advisor and Weil, Gotshal & Manges LLP is acting as legal counsel to the Consenting Creditors. Epiq Corporate Restructuring, LLC, is the claims agent. JASON INDUSTRIES: Hires Deloitte to Provide Tax Services -------------------------------------------------------- Jason Industries, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Deloitte Tax LLP as their tax services provider. Services Deloitte Tax will render are: a) Tax Advisory Engagement Letter. Pursuant to the terms and conditions of the Tax Advisory Engagement Letter, Deloitte Tax will provide tax advisory services for the Debtors on federal, foreign, state and local tax matters on an as-requested basis during the period from January 30, 2020 through December 31, 2020; b) Tax Advisory Work Order. Pursuant to the terms and conditions of the Tax Advisory Engagement Letter and the Tax Advisory Work Order, Deloitte Tax will provide tax consulting services on an as-requested basis (and up to 125 hours per year) resulting from compliance-related issues, tax planning, and questions that arise during the performance of tax compliance services by Deloitte Tax; c) GES Work Order. Pursuant to the terms and conditions of the Tax Advisory Engagement Letter and the GES Work Order, Deloitte Tax will provide certain tax advisory services; d) Tax Compliance Engagement Letter. Pursuant to the terms and conditions of the Tax Compliance Engagement Letter, Deloitte Tax will assist the Debtors in: (i) preparing the Debtors' 2019 federal and local income tax returns; (ii) calculating the amounts of extension payments and preparing the extension requests for the 2019 federal and state and local income tax returns; and (iii) calculating 2020 quarterly estimated tax payments as needed. e) Tax Restructuring Engagement Letter and Tax Restructuring Engagement Letter Amendment. Pursuant to the terms and conditions of the Tax Restructuring Engagement Letter and the Tax Restructuring Engagement Letter Amendment, Deloitte Tax will provide tax advisory services related to the Debtors' restructuring; f) Amended Return Engagement Letter. Pursuant to the terms and conditions of the Amended Return Engagement Letter, Deloitte Tax will prepare an amended 2018 federal income tax return for Debtor Jason Industries, Inc. Fees Deloitte Tax will charge are: Partner / Principal /Managing Director $420 Senior Manager $375 Manager $320 Senior $265 Associate $210 Pursuant to the terms of the Tax Advisory Engagement Letter and the Tax Advisory Work Order, Deloitte Tax will bill the Debtors an annual fixed fee of $18,500, which reflects the fee for the annual pool of 125 hours provided for the tax consulting services. Deloitte Tax will bill the Debtors the following fees for services performed under the GES Work Order: U.S. Product / Service Fees U.S. Federal Income Tax Return $1,750 U.S. State and Local Income Tax Return $500 U.S. Federal and State Filing Extensions No estimated tax calculation required $250 Estimated tax calculation required $500 Amended Federal Income Tax Return Hourly Rates Tax Equalization: Annual Tax Equalization Calculation $750 Tax Orientation $750 Hypothetical Tax Calculation – Annual Hypothetical Tax Calculation $500 Assignment Total Tax Cost Projection – Original Tax Cost Estimate $990 W-7 (ITIN) Processing $250 per application U.S. Certificate of Coverage Application $500 FinCEN Form 114 $500 e-Filing $125 The applicable hourly rates for amended federal income tax return preparation services, and any additional services performed under the GES Work Order, are as follows: Partner / Principal /Managing Director $600 Senior Manager $500 Manager $400 Senior $325 Associate $250 Deloitte Tax is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, according to court filings. The firm can be reached through: Jeffrey Barth Deloitte Tax LLP 555 East Wells Street, Suite 1400 Milwaukee, WI 53202 Phone: +1 414 271 3000 Fax: +1 414 347 6200 About Jason Industries Jason Industries, Inc., headquartered in Milwaukee, Wisconsin, is a diversified manufacturing company serving the finishing, seating, acoustics and components end markets. Jason Industries, Inc., and 7 affiliates sought Chapter 11 protection (S.D.N.Y. Lead Case No. 20-22766) after reaching a deal with lenders on terms of a plan that will cut debt by $250 million. As of June 24, 2020, the Company reported total assets of $204,886,939 and total debt of $428,374,343. The Hon. Robert D. Drain is the case judge. Moelis & Company LLC, is acting as financial advisor, Kirkland & Ellis LLP is acting as legal counsel, and AlixPartners, LLP, is acting as restructuring advisor to the Company in connection with the Restructuring. Houlihan Lokey Capital, Inc., is acting as financial and restructuring advisor and Weil, Gotshal & Manges LLP is acting as legal counsel to the Consenting Creditors. Epiq Corporate Restructuring, LLC, is the claims agent. JEFFERSON254 HOLDING: Seeks Approval to Hire Bankruptcy Attorney ---------------------------------------------------------------- Jefferson254 Holding Company seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to hire an attorney to handle its Chapter 11 case. The Debtor wishes to retain Michael L. Previto, Esq., to provide the following services: a. advise the Debtor with respect to its power and duties as Debtor in Possession in the operation and management of the business and properties; b. attend meetings and negotiate with creditors and their representatives, the Trustee and others; c. take all actions to protect the Debtor's estate, including litigating on the Debtor's behalf and negotiating where applicable; d. prepare all motions to protect the Debtor's estate, including litigation on the Debtor's behalf and negotiating where applicable; e. assist and present the Debtor in obtaining Debtor-in-Possession financing; f. prepare a Chapter 11 plan or plans and disclosure statements, and take any action to obtain confirmation of that plan; g. represent the Debtor's interest in any sale of property or assets; h. appear in Court to protect its interests; i. perform all other legal services and provide such advice as in necessary to assist the Debtor in this endeavor. Mr. Previto received an initial retainer of $1,300. Mr. Previto assured the Court that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Previto may be reached at: Michael L. Previto, Esq. 156 Canal Road Coram, NY 11727 Tel: 631-379-0837 About Jefferson254 Holding Company Jefferson254 Holding Company sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-723994) on July 7, 2020, listing under $1 million in both assets and liabilities. Michael L. Previto, Esq., represents the Debtor as counsel. JVJ PHARMACY: Trustee May Recoup $850,000 from Harrah's Atlantic ---------------------------------------------------------------- In the case captioned SALVATORE LAMONICA, AS CHAPTER 7 TRUSTEE OF THE ESTATE OF JVJ PHARMACY INC. D/B/A UNIVERSITY CHEMISTS, Plaintiff, v. HARRAH'S ATLANTIC CITY OPERATING COMPANY, LLC D/B/A HARRAH'S RESORT ATLANTIC CITY, Defendant, Adv. Pro. No. 18-01853 (SMB) (Bankr. S.D.N.Y.), Salvatore LaMonica, the chapter 7 trustee for the estate of Debtor JVJ Pharmacy Inc. d/b/a University Chemists, filed an adversary proceeding against Harrah's Atlantic City Operating Company, LLC, d/b/a/ Harrah's Resort Atlantic City. The Trustee seeks to recover $859,040 in transfers that the Debtor allegedly made to or for the benefit of Harrah's when the Debtor's principal, James F. Zambri, used the Debtor's debit card to initiate cash advances at ATMs on Harrah's property. The Trustee makes his claims under fraudulent transfer and unjust enrichment theories. The Trustee and Harrah's filed cross-motions for summary judgment. Bankruptcy Judge Stuart M. Bernstein granted the Trustee's Motion with respect to Count 2 of his Amended Complaint. He is awarded the sum of $850,449.60, and the Trustee's Motion is otherwise denied. Harrah's Motion is granted as to Counts 1 and 3 through 7 and is otherwise denied. At all relevant times, the Debtor operated a specialty pharmacy located at 74 University Place, New York, NY 10003. Zambri was the Debtor's president, and sole shareholder. The Debtor maintained an operating account at a branch of JPMorgan Chase Bank, N.A. located in the State of New York. A debit card issued to the Debtor could be used to withdraw cash from the Debtor's Chase Account. Harrah's operates the Harrah's Resort located in Atlantic City, New Jersey, and Zambri used the Debtor's debit card to initiate cash advances at ATMs located on Harrah's property. The Trustee asserted that the cash advances received by Zambri were fraudulent transfers. The Debtor filed a chapter 11 case on March 3, 2016, and the Court converted the case to chapter 7 on Dec. 21, 2017. On Dec. 19, 2018, the Trustee commenced the adversary proceeding against Harrah's seeking to avoid and recover the Transfers as fraudulent transfers under Bankruptcy Code sections 548(a)(1)(A) and 548(a)(1)(B) and as fraudulent conveyances under New York Debtor and Creditor Law sections 273-276,11 made applicable through 11 U.S.C. section 544(b)(1), as well as under a theory of unjust enrichment. The parties subsequently filed cross-motions for summary judgment. Harrah's seeks summary judgment dismissing all of the claims. First, it argues that New Jersey law rather than New York law governs all of the Trustee's claims, and his claims under the NYDCL (Counts 3 through 6) should be dismissed. Second, the Debtor's funds were not transferred to Harrah's, and Harrah's was not, therefore, a transferee. At most, Harrah's argues, it was the subsequent transferee of Global Cash Access, Inc. and received the subsequent transfer in good faith, for value, and without knowledge of the avoidability of the initial transfer. A patron could obtain cash advances directly from Harrah's utilizing an ATM pursuant to a Master Services Agreement between Harrah's and Global. Harrah's also asserts that the Trustee has failed to adduce evidence of fraudulent intent to support his claims of actual fraudulent transfer. Fourth, even if Harrah's was the initial transferee, the constructive fraudulent transfer and unjust enrichment claims fail because the Debtor received fair consideration and reasonably equivalent value in exchange for the Transfers when the cash was advanced to its principal, Zambri. The Trustee contends in his own motion and in opposition to Harrah's Motion that the NYDCL governs. He asserts that the Transfers may be avoided pursuant to Bankruptcy Code section 544(b)(1) through NYDCL section 273, 274 and 275 and section 548(a)(1)(B), and the value of the Transfers can be recovered pursuant to section 550(a). He argues that the Debtor made the Transfers to or for the benefit of Harrah's through electronic withdrawals from its Chase Account, the Transfers were paid to Harrah's agent, Global, and Harrah's was, therefore, the initial transferee. Furthermore, the Debtor did not receive fair consideration or reasonably equivalent value and was insolvent at the time of the Transfers. In addition to his fraudulent transfer claims, the Trustee also seeks summary judgment on an unjust enrichment claim. The parties dispute whether New York or New Jersey law governs the fraudulent transfer claims. Under New York conflicts principles, "the first step in any case presenting a potential choice of law issue is to determine whether there is an actual conflict between the laws of the jurisdictions involved." Both sides agree that an actual conflict exists between New York and New Jersey constructive fraudulent transfer law. Under the NYDCL, a plaintiff can establish a constructive fraudulent conveyance if the transfer is made "without fair consideration." According to the Court, fair consideration is given for property, or obligation, (a) When in exchange for such property, or obligation, as a fair equivalent therefor, and in good faith, property is conveyed or an antecedent debt is satisfied, or (b) When such property, or obligation is received in good faith to secure a present advance or antecedent debt in amount not disproportionately small as compared with the value of the property, or the obligation obtained. According to the Debtor's schedules, the only evidence on this issue, the majority of the Debtor's creditors were located outside of New York as of the Petition Date. The Debtor's amended Schedule E/F listed 27 unsecured creditors holding $1,411,928.20 of unsecured debt. The list identified six New York creditors holding $102,463.41 of unsecured debt. It also listed two New Jersey creditors (one of which is Zambri) holding $514,913.02 of unsecured debt. The balance of the creditors and the debt were scattered throughout the nation. Thus, even if the Transfers depleted the Debtor's New York bank account, New York's sole contact with this dispute, it is not sufficient to overcome New Jersey's superior interest in regulating fraudulent conduct within its borders and the substantial injury caused to the Debtors' creditors the majority of which were located outside of New York, at least as of the Petition Date. Accordingly, New Jersey fraudulent transfer law governs the Transfers, and Harrah's motion for summary judgment dismissing the claims under the NYDCL asserted in Counts 3 through 6 of the Amended Complaint is granted. Bankruptcy Code section 548 permits the Trustee to recover both intentional and constructive fraudulent transfers. In Count 1, the Trustee pleads that the Debtor made the Transfers with the intent to hinder, delay, or defraud its creditors, and cites section 548(a)(1)(A). Count 1 also includes allegations that appear to invoke the constructive fraudulent transfer provisions of section 548(a)(1)(B), but the constructive fraudulent transfer claim under section 548(a)(1)(B) is expressly reserved for Count 2. Accordingly, I read Count 1 as alleging an intentional fraudulent transfer claim under section 548(a)(1)(A). The Trustee did not move for summary judgment on his intentional fraudulent transfer claim under Count 1 -- or his NYDCL intentional fraudulent conveyance claim alleged in Count 6 -- but Harrah's did. It argued that the Trustee failed to allege intent. The Trustee did not respond to this argument, and accordingly, Counts 1 and 6 are deemed abandoned. Accordingly, Harrah's Motion to dismiss Count 1 is granted. Count 2 pleads a constructive fraudulent transfer claim under Sec. 548(a)(1)(B). Each side moves for summary judgment on Count 2. To satisfy the requirements of the subsection under the insolvency test, the Court says the Trustee must demonstrate as a matter of law that the Debtor made a transfer to Harrah's at a time when it was insolvent or rendered insolvent and received less than reasonably equivalent value in exchange for the Transfers. The question of Harrah's good faith or what it knew or should have known is not material to the Trustee's affirmative case. There is no dispute that the withdrawals from the Chase Account were transfers by the Debtor. Furthermore, the Trustee submitted the expert report of his accountant, Joseph A. Broderick, CPA, who opined the Debtor was insolvent during the entire Relevant Period. Harrah's did not serve a rebuttal expert report or contest the Debtor's insolvency, and accordingly, the Trustee has established insolvency. The principal issue that divides the parties is the identity of the initial transferee. The Trustee contends that Harrah's was the initial transferee of the Transfers; Harrah's claims it was Global, and at most, Harrah's was Global's subsequent transferee who received the subsequent transfers in good faith, for value, and without knowledge of the avoidability of the initial transfer. It is common ground that Global received the Transfers from the Chase Account in connection with its cash advance services. However, the first recipient of the funds is not necessarily the "initial transferee" of the funds, according to the Court. Under the Global MSA and as confirmed by Harrah's Rule 30(b)(6) witness, Global acted as Harrah's "agent" in connection with the cash advance services which included collecting the repayment from the Chase Account for Harrah's. Global did not advance any of its own funds to Zambri and was not entitled to retain the money it collected from the Chase Account except for its portion of the processing fee. It was contractually obligated to pay the balance to Harrah's and reimbursed Harrah's for the cash advance as part of a batch settlement on the next federal wire day through ACH. Moreover, the Chase Account monthly statements show that the Transfers were made to Harrah's. Finally, while the Global MSA identified certain situations calling for Harrah's to reimburse Global for cash advances, there was nothing to reimburse other than the 1% processing fee when Global did not advance its own funds, and Harrah's does not contend in any event that its reimbursement obligation was triggered in this case. Accordingly, Harrah's was the initial transferee of the Transfers within the meaning of section 548(a) except for the portion of the processing fee that Global retained. In contrasting the liabilities of initial and subsequent transferees, courts observe that the initial transferee is absolutely liable under 11 U.S.C. section 550(a) while the subsequent transferee may defend against liability under 11 U.S.C. section 550(b)(1) by demonstrating that it received the subsequent transfer for value, in good faith, and without knowledge of the avoidability of the initial transfer. Although the initial transferee has no such defense to its liability under 11 U.S.C. section 550(a) once the transfer is avoided, it enjoys a similar defense to the avoidance claim under 11 U.S.C. section 548(c). The transferee may defeat the avoidance claim, in whole or in part, by demonstrating that it received the transfer in good faith and gave value to the debtor. Assuming Harrah's good faith, it did not give value to the debtor for the reasons stated. The Court concludes the Trustee is entitled to a judgment under 11 U.S.C. section 550(a) in the sum of $850,449.60, which represents the aggregate amount of the Transfers less the 1% processing fee retained by Global. A full-text copy of the Court's Memorandum Decision and Order dated July 24, 2020 is available at https://bit.ly/2Xzk1SB from Leagle.com. LaMONICA HERBST & MANISCALCO, LLP David A. Blansky, Esq. -- dab@lhmlawfirm.com -- Of Counsel Wantagh, New York, Attorneys for Plaintiff. GRIFFIN HAMERSKY LLP Scott A. Griffin, Esq. , Michael D. Hamersky, Esq. , Of Counsel New York, New York, -and- BROWNSTEIN HYATT FARBER SCHRECK, LLP Frank M. Flansburg III, Esq. , Maximilien D. Fetaz, Esq. , Of Counsel Las Vegas, Nevada, Attorneys for Defendant. About JVJ Pharmacy Inc. Headquartered in New York, New York, JVJ Pharmacy Inc., d/b/a University Chemists, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10508) on March 3, 2016, listing $6.88 million in total assets and $5.61 million in total liabilities. The Debtor operated a "specialty pharmacy", maintaining contracts to provide pharmaceutical products to different health care facilities, including clinics, hospitalss, medical practices and individual physicians. The petition was signed by James F. Zambri, president. Judge Stuart M. Bernstein presides over the case. Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rose, PLLC, served as the Debtor's bankruptcy counsel. The case was converted to Chapter 7 on Dec. 21, 2017. Salvatore LaMonica was appoihnted the chapter 7 trustee. LIBERTY HOLDING: Aug. 25 Hearing on Disclosure Statement -------------------------------------------------------- A hearing will be held on Aug. 25, 2020, at 11:00 a.m., in the Courtroom, Courtroom III U.S Bankruptcy Court, 200 S. Washington St., Alexandria VA 22314 (All parties are to follow the COVID-19 protocol shown on the court's website), to consider the adequacy of the information contained in such proposed Disclosure Statement of Liberty Holding, LLC, and to consider any other matter that may properly come before the Court at that time. Any objection to the adequacy of the information contained in the Disclosure Statement or proposed modifications thereto must be filed with the Court, in writing, and served on or before 7 days prior to the date of the hearing. Attorney for the Debtor: Robert B. Easterling 2217 Princess Anne St., #100-2 Fredericksburg, VA 22401 Telephone No.: 540-373-5030 About Liberty Holding Liberty Holding, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 20-10947) on March 30, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Robert B. Easterling, Attorney at Law. MGM RESORTS: Fitch Affirms BB- LongTerm IDR, Outlook Negative ------------------------------------------------------------- Fitch Ratings has affirmed the 'BB-' Long-Term Issuer Default Ratings of MGM Resorts International and MGM China Holdings Ltd. Fitch has also affirmed MGM Resorts' and MGM China's unsecured debt at 'BB-/RR4'. The Rating Outlook is Negative. The affirmation reflects MGM's strong liquidity position to weather the challenging operating environment and allow MGM to return to within its downgrade sensitivity thresholds by 2023. Fitch revised downward its assumptions for major gaming jurisdictions, particularly for the Las Vegas Strip and Macau, to reflect a more challenging recovery trajectory as the coronavirus pandemic continues to hinder international and domestic tourism. As a result, Fitch now forecasts MGM's gross-adjusted leverage at 8.3x and 5.9x in 2022 and 2023, respectively, and net-adjusted leverage at 7.1x and 4.8x, respectively. Fitch's downgrade sensitivity for MGM is 6.0x gross-adjusted leverage. As of June 30, 2020, MGM had $4.5 billion of excess cash (net of estimated cage cash) and $3.3 billion of revolver availability. The excess cash excluding MGM China ($144 million in excess cash) and MGM Growth Properties (MGP; $726 million in excess cash) is $3.6 billion. Revolver availability excluding MGP is $940 million in the U.S. and $1.2 billion at MGM China, the latter of which includes an untapped $400 million secondary revolver. These ample liquidity sources provide for approximately 17 months of operations in the U.S. and 22 months of operations in Macau in a zero-revenue environment. MGM also has no meaningful maturities until 2022 and manageable maintenance capex requirements. The $700 million remaining on MGM's operating partnership unit redemption option with MGM Growth Properties represents another source of potential liquidity. The company was in a favorable liquidity position heading into the pandemic, having recently monetized Bellagio and MGM Grand vis-à-vis sale leaseback transactions, but it also took proactive steps to increase cash as operations halted. This included raising unsecured debt at the U.S. and Macau levels to repay precautionary revolver draws, terminating a $1.25 billion stock tender offer, suspending all other shareholder returns and exercising $700 million of its MGP OP redemption option. Fitch's weaker assumptions in Las Vegas is the primary driver of MGM's prolonged elevated leverage. Fitch sees a challenging path for international and domestic visitation, which relies meaningfully on air travel, to return to pre-coronavirus levels absent a material change in the global travel environment. Las Vegas' air capacity is currently at about 40% to 50% of normalized levels, and visitation declines are even greater. Group business will also see meaningful challenges, with participants being less keen to engage in large-scale events while the spread of coronavirus remains top-of-mind. Fitch now expects revenue declines in Las Vegas to be 48% and 20% in 2021 and 2022 relative to 2019 levels, respectively, with a full recovery to 2019 levels by 2024. Positively, flowthrough to EBITDAR has been better than expected (roughly 40% to 50%) thanks to operators' cost-cutting initiatives and more limited amenity offerings. MGM's regional portfolio has re-opened, with the exception of Empire Resorts in New York, and should see less severe declines given this segment's reliance on drive-in visitation. In Macau, casinos are open but with limited volumes as travel restrictions to Macau from mainland China are keeping visitation at de minimis levels, although these restrictions are expected to be loosened over the next couple of months. China plans to start issuing visas to visit Macau to Guangdong residents on August 26 and nationwide on September 23. The Negative Rating Outlook continues to reflect the risks and uncertainty the global gaming industry is facing from the pandemic. Fitch could revise the Rating Outlook to Stable when there is a greater degree of confidence in the gaming industry's recovery trajectory and MGM's ability to de-lever back to 6.0x adjusted gross leverage. KEY RATING DRIVERS Coronavirus Exposure: Based on 4Q19 results, the Las Vegas Strip, U.S. Regional and Macau segments represented 47%, 28% and 23% of MGM's consolidated EBITDA, respectively. At this point, most of MGM's assets are open with the exception of the Mirage and Park MGM in Las Vegas and Empire City in New York. Fitch expects the Las Vegas recovery to take longer relative to the U.S. Regional markets given the former's greater reliance on air travel and group business. Macau should see improved visitation in 4Q20, with China planning to restart broad visa issuances in late September subject to the coronavirus remaining contained in the region. Fitch is projecting marketwide revenue declines in the Las Vegas Strip, U.S. Regional and Macau segments relative to 2019 of 48%, 14% and 19%, respectively. Reduced Financial Flexibility: With the sale-and-leaseback transactions of Bellagio and MGM Grand since late last year, MGM has monetized all of its meaningful wholly-owned assets, and the increase in lease-equivalent debt has mostly offset the decline in traditional debt. The new fixed costs created by the transactions have weakened MGM's domestic FCF generation, inclusive of distributions from its subsidiaries. MGM guarantees the two mortgages for the Bellagio and MGM Grand/Mandalay Bay joint ventures, respectively, which is another negative liquidity consideration albeit a manageable one given that both are collection guarantees (Fitch does not consolidate the JV debt). MGM's run-rate triple-net leases annualize to $1.4 billion, although about $400 million of that goes back to MGM vis-à-vis distributions from its 57%-owned MGP. MGP Ownership Uncertainty: Consolidated rent-adjusted leverage will remain elevated should MGM achieve its target of 1.0x "domestic net financial leverage." MGM has paid down $4.1 billion of traditional debt since YE18 with asset-sale proceeds (prior to pandemic-related debt issuance) but has created $4.3 billion of lease-equivalent debt in the process. Uncertainties around MGP ownership reduction make leverage trajectory opaque, as deconsolidation will result in roughly $6.5 billion of incremental lease-equivalent debt from capitalizing the MGP master lease at 8.0x. Separately, Fitch does not expect IAC's recently announced 12% ownership stake in MGM (and potential board presence) to materially change MGM's financial policies. Favorable Asset Mix: MGM has good geographic diversification, which includes international properties in Macau. Since 2016, the company has improved its diversification with acquisitions and developments in U.S. regional markets and the Cotai Strip in Macau. MGM's portfolio of Las Vegas Strip assets are mostly of high quality, and its regional assets are typically market leaders. The regional portfolio's diversification partially offsets the more cyclical nature of Las Vegas Strip properties. MGM's two properties in Macau provide global diversification benefits and exposure to a market with favorable long-term growth trends. MGM Growth Properties: MGP (BB+/Negative) is roughly 57% owned and effectively controlled by MGM. Therefore, Fitch analyzes MGM on a consolidated basis and subtracts distributions to minority holders from EBITDAR. MGM has publically stated its desire to reduce its ownership stake in MGP to under 50% by 2020. MGM could further dilute its stake through its remaining exercise of a $1.4 billion agreement with MGP, in which MGP would be required to redeem OP units for cash (expires in January 2022; $700 million exercised in May 2020). MGM's ownership of the sole MGP Class B share and controlling voting power (intact until ownership falls below 30%) will continue to support a consolidated analysis with adjustments for the minority stake in MGP. Should MGM reduce its stake in MGP below 30% and deconsolidate, Fitch would likely analyze the MGM domestic credit on a stand-alone basis. The financial flexibility of this credit is weaker given the high amount of fixed costs associated with the MGP and non-MGP master leases. ESG Considerations - Complex Group Structure: MGM has an Environmental, Social and Governance Relevance Score of 4 for Group Structure due to the complexity of MGM's ownership structure for its primary operating subsidiaries and JVs and increasing group transparency risk. This has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. DERIVATION SUMMARY MGM's 'BB-' IDR reflects the issuer's strong liquidity, diversified operating footprint and de-levering path back to moderate consolidated gross-adjusted leverage metrics. This is offset by weaker financial flexibility following the monetization of its remaining wholly owned Las Vegas Strip properties, resulting in higher fixed costs. The IDR takes into consideration MGM's multiple liquidity sources to withstand the near-term cash burn from the coronavirus disruption and potential de-levering path back to 6.0x consolidated gross-adjusted leverage amid a moderate recovery in global gaming. Peer Las Vegas Sands Corp. (BBB-) has a track record of adherence to a more conservative financial policy and stronger international diversification in attractive regulatory regimes. Fitch links MGM China's IDR to MGM's. Fitch views MGM's and MGM China's stand-alone credit profiles as roughly on par with each other, but it would not de-link the ratings if the stand-alone credit profiles moderately diverge. MGM China is strategically and operationally important to MGM, and MGM China does not have material ring-fencing mechanisms in its financing documentation that would limit MGM's access to MGM China's cashflows. KEY ASSUMPTIONS Fitch's Key Assumptions Within its Rating Case for the Issuer -- Total revenues relative to 2019 levels are -59%, -31%, -14% and -- 6% from 2020 through 2023, respectively. Near-term declines are greater for Las Vegas given its reliance on air travel and group business, as well as Macau given lingering travel restrictions. MGM's regional portfolio performs relatively stronger, as the properties rely mostly on drive-in visitation. -- Flowthough to EBITDAR is 40% to 50% in the near term as a result of meaningful cost cuts. As operations normalize through the recovery, Fitch assumes MGM's long-term margins will slightly exceed those of the prior cycle, with some initiatives taken during the pandemic resulting in a lower overall cost base. -- Capex of $250 million in 2020 before returning to normal maintenance levels of $550 million annually thereafter ($100 million attributable to MGM China). Some additional capex is assumed in Macau for MGM Cotai's south hotel tower (roughly $100 million). -- Remaining revolver draws in the U.S. and at the MGP level are repaid by YE20. Fitch assumes the Macau revolver will be paid down gradually, while MGM's $1 billion in 2022 unsecured notes are redeemed for cash. -- MGM exercises its remaining $700 million MGP OP unit redemption option in 2021, and MGP debt funds the payment to MGM. -- No shareholder returns at the MGM parent level are assumed until at least 2023. The majority of cashflow after capex is distributed at the MGM China, MGP and CityCenter levels. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Evidence of stabilization in demand and signs of a significant rebound in global gaming demand could lead to a revision of the Rating Outlook to Stable. -- Greater certainty of gross-adjusted debt/EBITDAR trending toward 6.0x by YE22 could likewise lead to a revision of the Rating Outlook to Stable. This could be on a net basis should the company's plans for debt paydown become more explicit. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Net-adjusted debt/EBITDAR exceeding 6.0x beyond 2023, either through a more prolonged disruption to global gaming demand or adoption of a more aggressive financial policy. As the operating environment normalizes and balance sheet liquidity returns to levels consistent with historical practices, Fitch will re-emphasize gross-adjusted leverage metrics of below 6.0x for the 'BB-' IDR level. -- A reduction in overall liquidity (low cash and revolver availability, heightened covenant risk or increased FCF burn) as a result of prolonged coronavirus pressures. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Ample Liquidity Sources: Heading into the coronavirus disruption, MGM had meaningful cash balances and revolver availability and generated solid FCF. While FCF has deteriorated, available liquidity has improved due to opportunistic unsecured issuance at the MGM Resorts and MGM China levels. Voluntary debt paydowns from the Bellagio and MGM Grand transactions have eliminated meaningful maturities until 2022, when the $1 billion in 7.75% notes mature. These liquidity sources, plus the termination of the previously announced $1.25 billion share tender, are expected to help weather the $1.8 billion in negative FCF Fitch is forecasting for 2020. SUMMARY OF FINANCIAL ADJUSTMENTS Leverage: Fitch subtracts distributions to minority holders of non-wholly owned consolidated subsidiaries from EBITDA to calculate leverage. Fitch also adds recurring distributions from unconsolidated JVs. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS The highest level of ESG credit relevance, if present, is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity(ies), either due to their nature or to the way in which they are being managed by the entity(ies). MICHAEL GALMOR: Trustee Selling Wheeler Property for $120K ---------------------------------------------------------- Kent Ries, the Trustee of Michael Stephen Galmor and Galmor's/G&G Steam Service, Inc., and the Liquidator the Galmor Family Limited Partnership ("GFLP"), asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of real property described as all of the Southerwest Quarter (SW/4) of Section 67, Block 17, H&GN Ry Co. Survey, Wheeler County, Texas ("Turnbow Property") to Clifford Oldham for $120,000, subject to higher and better offers. Included among the GFLP real property is land, the Turnbow Property, more particularly described in the exhibit and survey attached to the Sale Contract. Although the property is owned by GFLP, pursuant to the Agreed Judgment, sales of the GFLP real estate will proceed under Section 363 as though they are property of the bankruptcy estates. The Trustee has received the offer of the Buyer to purchase the Turnbow Property for the price of $120,000. He believes the offer represents a fair value of the Turnbow Property. The Turnbow Property was listed for sale by the Trustee's broker for $1,000/acre. Other than property taxes, the Trustee is aware of liens on the Bradley Property by Great Plains National Bank, Lovell, Lovell, Isern & Farabough, LP and the First State Bank of Mobeetie. The Trustee asks authority of the Court to execute all documents and instruments necessary to effectuate the purposes and intent of the Motion. He represents that the sale as proposed is a bona fide sale to a good faith purchaser for value. He believes the sale, as proposed herein, is in the best interest of all creditors of the estates and should be approved. In order to maximize the liquidation value of property of the estate, the Trustee will sell the Turnbow Property to the highest bidder. Accordingly, he has developed the following provisions governing the sale of the Turnbow Property in the event competing bids are received: A. In the event the Trustee receives one or more competing bids, in writing, from one or more parties, a telephonic auction will be held among all interested bidders. B. A competing bid must be in writing, in an amount of at least $120,000 and served upon the Trustee no later than 4:30 p.m. on Aug, 3, 2020, at the office of Kent Ries, 2700 S. Western St., Suite 300, Amarillo, Texas 79109. A good faith earnest money in the amount of $10,000 must accompany the competing bid. C. In the event Trustee receives more than one or more competing bids in a timely manner, a telephonic auction of the Bradley Property will be held at 10:00 a.m. on Aug. 7, 2020. D. In order to participate in the telephonic auction, an interested bidder must have given timely written notice of a competing bid, have deposited $10,000 with the Trustee and have specified the telephone number at which bidder may be reached for the auction. The bidding will be in increments of, at least, $5,000. E. Any competing bidder must provide the Trustee with the evidence of financial resources to fund the closing of the proposed purchase. F. The highest bidder at the telephonic auction will be awarded the Turnbow Property and closing of the sale of the Turnbow Property to the highest bidder will occur within 15 days from Court approval. In the event the highest bidder is unable to close as provided such bidder will forfeit its earnest money deposit and the Trustee may, in his sole discretion, sell the Turnbow Property to the next highest bidder or renotice the entire sale. G. The good faith earnest money deposit will be fully refundable to all unsuccessful bidders and will be applied to the purchase price of the successful bidder. Finally, the Trustee asks that the 14-day stay requirement pursuant to F.R.B.P. 6004(h) be waived. A copy of the Contract is available at https://tinyurl.com/yanrj8pw from PacerMonitor.com free of charge. Michael Stephen Galmor owns and manages Galmor's/G&G Steam Service, Inc. of Shamrock, Texas. He also raises cattle in his individual capacity. Michael Stephen Galmor sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 18-20209) on June 19, 2018. The Debtor tapped Max Ralph Tarbox, Esq., at Tarbox Law, P.C., as counsel. MORGAN STANLEY 2015-C26: Fitch Affirms Class F Certs at B-sf ------------------------------------------------------------ Fitch Ratings has affirmed 13 classes of Morgan Stanley Bank of America Merrill Lynch Trust, commercial mortgage pass-through certificates, series 2015-C26. MSBAM 2015-C26 - Class A-3 61690VAX6; LT AAAsf; Affirmed - Class A-4 61690VAY4; LT AAAsf; Affirmed - Class A-5 61690VAZ1 LT AAAsf; Affirmed - Class A-S 61690VBB3; LT AAAsf; Affirmed - Class A-SB 61690VAW8; LT AAAsf; Affirmed - Class B 61690VBC1; LT AA-sf; Affirmed - Class C 61690VBD9; LT A-sf; Affirmed - Class D 61690VAE8; LT BBB-sf; Affirmed - Class E 61690VAG3; LT BB-sf; Affirmed - Class F 61690VAJ7; LT B-sf; Affirmed - Class X-A 61690VBA5; LT AAAsf; Affirmed - Class X-B 61690VAA6; LT AA-sf; Affirmed - Class X-D 61690VAC2 LT BBB-sf; Affirmed KEY RATING DRIVERS Relatively Stable Performance: The majority of the pool has exhibited relatively stable performance since issuance. Loss expectations have increased slightly due to performance deterioration of the Fitch Loans of Concerns and cash flow disruptions to hotel and retail properties as a result of the coronavirus pandemic. Fitch designated eight loans (11.6% of pool) as FLOCs, including two loans (6.3%) in the top 15 and two specially serviced loans/assets (1.7%). Fitch Loans of Concern: The fifth largest loan, Wallace Student Housing Portfolio (3.9%), is secured by three student housing properties totaling 954 beds. Whistlebury & Whistlebury Walk (488 beds) and Waterford Place (148 beds), are located in Athens, GA and College Station (318 beds), is located in Milledgeville, GA. Portfolio occupancy and cash flow had been negatively affected prior to the onset of the coronavirus pandemic by superior competition at all three properties, and renovations at the College Station property. Portfolio occupancy declined to 90.8% at September 2019 from 98.3% at YE 2018 and 94.5% at March 2017. The servicer-reported NOI debt service coverage ratio declined to 1.25x for YE 2019 from 1.37x at YE 2018 and 1.56x at YE 2017. The renovations at the College Station property included interior renovations on 60 units and exterior renovations on all buildings and were completed by the end of the first quarter of 2019. Property-level occupancy improved to 73.5% as of September 2019 from 37.5% at YE 2018 and 56.9% at March 2018. The Whistlebury & Whistlebury Walk and Waterford Place properties (combined 70.2% of allocated loan balance) are dependent on the University of Georgia and the College Station property (29.8) is dependent on Georgia College. Both schools, which reported increasing enrollments through Fall 2019 and Fall 2018, respectively, are scheduled to open for in-person classes in Fall 2020. However, the coronavirus pandemic is expected to have a negative impact on enrollment trends as well as student housing properties in general. Additionally, the College Station property faces competition from Station on McIntosh Apartments (located 0.6 miles southeast of the subject); the Whistlebury & Whistlebury Walk property faces competition from The Standard (immediately west of the subject); and the Waterford Place property faces competition from The Mark Athens (immediately north of the subject). All three of these competing properties are newer construction and considered superior to the subject properties in the portfolio. The eighth largest loan, Coastal Equities Retail Portfolio (2.4%), which is secured by a portfolio of 25 retail properties totaling 3.5 million sf located across 14 states, has experienced several in-line tenants falling delinquent on rent payments or paying partial rent (between 50%-75%) due to the coronavirus pandemic. Portfolio occupancy was 88.5% as of March 2020, compared to 91.2% at January 2019 and 86.1% at April 2018. The servicer-reported portfolio NOI DSCR was 1.97x at YE 2019, compared to 2.32x at YE 2018 and 2.29x at YE 2017; the loan began amortizing in August 2019. The specially-serviced El Paso Medical Office REO asset (0.9% of pool), a 53,051-sf medical office property located in El Paso, TX, transferred in September 2019 due to occupancy and cash flow decline attributed to the largest tenant downsizing and two tenants vacating in 2019 upon lease expiration. Occupancy improved to 60.6% as of June 2020 following a new eight-year lease to the University Behavioral Health of El Paso (17.1% of NRA) beginning November 2019, from 41% at September 2019, 69% at YE 2018 and 82.3% at YE 2017. The servicer-reported NOI DSCR was 0.48x as of September 2019 YTD, compared to 0.65x at YE 2018 and 1.20x at YE 2017. Additionally, the property has an estimated $1 million in deferred maintenance required to improve leasing momentum. The specially-serviced Bay Harbor Island Hotel loan (0.8% of pool), which is secured by a 46-room full-service boutique hotel located in Bay Harbor Islands, FL, transferred in June 2020 after being negatively impacted by the coronavirus pandemic and is 60 days delinquent. Prior to the onset of the pandemic, the property underperformed its competition since issuance. As a result, the borrower changed management companies, renovated the property in its entirety between October and December 2018 and rebranded the hotel (now called The Landon). As of the March 2020 STR report, occupancy improved to 73.5% for March 2020 TTM reporting, compared to 70% at March 2019, 73.2% at March 2018 and 60.4% at YE 2017. However, the property has ranked last out of its six-property competitive set with RevPAR and ADR penetration rates of 45.2% and 40.2%, respectively, as of March 2020 TTM. The loss expectations on the Wallace Student Housing Portfolio and the two specially-serviced loans/assets contributed to maintaining the Negative Rating Outlook on classes E and F. The remaining FLOCs (3.6% of pool), include one hotel and three retail loans. The Hotel Los Gatos loan (1.6%), which is secured by a 72-room full-service luxury hotel located in Los Gatos, CA, has been negatively impacted by the coronavirus pandemic. The hotel's guest demographic caters to Silicon Valley related business and executive retreats. The Shopko Nampa loan (0.4%), which is secured by a 90,446-sf retail property located in Nampa, ID, was previously fully-leased to a single-tenant grocer, Shopko. Shopko filed for Chapter 11 bankruptcy in January 2019 and closed its location at the subject in April 2019. Planet Fitness has backfilled 28.7% of the property's NRA with expectation that the tenant will open for business August 15, 2020. The remaining space is in active discussions with several major retailers. The Crossroads Center I & II loan (1.3%), which is secured by a 98,343-sf retail property located in Springfield, OR, and the Streetside at Vinings loan (0.3%), which is secured by a 15,461-sf retail property located in Atlanta, GA, were flagged for near-term lease rollover concerns. Minimal Increased Credit Enhancement: Credit enhancement has increased since issuance due to scheduled amortization and defeasance. Five loans (4.2% of pool) are fully defeased, up from two loans (2.5%) at the prior annual review. As of the July 2020 distribution date, the pool's aggregate principal balance has been paid down by 5.2% to $993.3 million from $1.05 billion at issuance. Eight loans (33.9%) are full-term interest-only, 10 loans (10%) remain in their partial interest-only period and the remaining 46 loans (56.1%) are amortizing. Scheduled loan maturities include one loan (0.9%) in 2020, one loan (10%) in 2024 and 62 loans (89.1%) in 2025. Interest shortfalls are currently impacting the non-rated class. Coronavirus Exposure: Six loans (6.8% of pool) are secured by hotel properties. These hotel loans have a weighted average (WA) NOI DSCR of 1.44x and can sustain a 21.2% decline in NOI before the WA NOI DSCR falls below 1.0x. Fourteen loans (10.4%) are secured by retail properties. These retail loans have a WA NOI DSCR of 1.91x and can sustain a 44.1% decline in NOI before the WA NOI DSCR falls below 1.0x. Fitch applied additional stresses to all six hotel loans (6.8%) and five retail loans (2.9%) to reflect potential cash flow disruptions due to the coronavirus pandemic; these additional stresses contributed to maintaining the Negative Rating Outlooks on classes E and F. RATING SENSITIVITIES The Negative Rating Outlooks on classes E and F reflect the potential for further downgrade due to potential outsized losses on the Wallace Student Housing Portfolio loan and the two loans/assets in special servicing as well as the additional coronavirus stresses applied to all six hotel loans in the pool and five retail loans. The Stable Rating Outlooks on classes A-3 through D reflect the increasing credit enhancement, continued amortization and relatively stable performance of the majority of the pool. Factors that could, individually or collectively, lead to positive rating action/upgrade: Sensitivity factors that lead to upgrades would include stable to improved asset performance coupled with paydown and/or defeasance. Upgrades of the 'Asf' and 'AAsf' categories would likely occur with significant improvement in CE and/or defeasance; however, adverse selection, increased concentrations and further underperformance of the FLOCs and/or loans considered to be negatively impacted by the coronavirus pandemic could cause this trend to reverse. An upgrade to the 'BBBsf' category is considered unlikely and would be limited based on sensitivity to concentrations or the potential for future concentration. Classes would not be upgraded above 'Asf' if there is likelihood for interest shortfalls. Upgrades to the 'Bsf' and 'BBsf' categories are not likely until the later years in a transaction and only if the performance of the remaining pool is stable and/or properties vulnerable to the coronavirus return to pre-pandemic levels, and there is sufficient credit enhancement to the classes. Factors that could, individually or collectively, lead to negative rating action/downgrade: Sensitivity factors that lead to downgrades include an increase in pool level losses from underperforming or specially serviced loans. Downgrades of the super-senior A-3, A-4, A-5 and A-SB classes, rated 'AAAsf', are not considered likely due to the position in the capital structure, but may occur should interest shortfalls affect these classes. Downgrades of classes A-S, B, C, D, X-A, X-B and X-D may occur if the FLOCs realize outsized losses. Downgrades to the 'Bsf' and 'BBsf' categories, both of which currently have Negative Outlooks, would occur should loss expectations increase significantly, the FLOCs experience outsized losses and/or the loans vulnerable to the coronavirus pandemic not stabilize. In addition to its baseline scenario related to the coronavirus, Fitch also envisions a downside scenario where the health crisis is prolonged beyond 2021; should this scenario play out, Fitch expects further negative rating actions, including downgrades or additional Negative Rating Outlook revisions. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Structured Finance transactions have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of seven notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of seven notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings are based on historical performance. USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 No third-party due diligence was provided or reviewed in relation to this rating. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS The highest level of ESG credit relevance, if present, is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity(ies), either due to their nature or to the way in which they are being managed by the entity(ies). MOUNT JOY BAPTIST: To Sue U.S. Renal to Collect Receivables ----------------------------------------------------------- In connection with it proposed Chapter 11 Plan of Reorganization, Mount Joy Baptist Church of Washington, D.C., submitted an Amended Disclosure Statement to provide additional information. The monthly mortgage payment on the Parsonage is $2,850. The Parsonage is owned by Rev. Mitchell. The Debtor also pays the household expenses (utilities, food and off site meals) associated with the Parsonage plus a monthly cash payment to Rev. Mitchell as part of his compensation. As demonstrated in the Debtor's most recent six monthly operating reports, these expenses that comprise additional compensation to Rev. Mitchell fluctuate from month to month, but have averaged $3,500 per month over that time. The average monthly compensation paid to Rev. Mitchell is therefore approximately $6,350 in the aggregate. Cash Collateral Under the most recent interim Order entered on April 23, 2020, the Debtor was authorized to use cash collateral through and including June 30, 2020, in accordance with an approved budget. The Debtor and National Loan Acquisitions Company have agree to a further extension of the use of cash collateral through and including August 19, 2020 and are preparing an interim Order and budget to this effect. Assumption and Rejection of Executory Contracts and Unexpired Leases The Debtor is a party to seven unexpired (or month to month) leases and no such contracts have been assumed or rejected as of the filing of this Disclosure Statement. A current Rent Roll with the basic terms of each lease is attached as Exhibit "A" to this Disclosure Statement. Operating Results During the course of the Chapter 11 Case, the Debtor has marginally reduced costs of operation and administration to the extent feasible with resulting improved cash flow. The Debtors Monthly Operating Reports in 2019 (from March 2019 to December 2019) reflect average monthly income of $29,045 and average monthly expenses of $27,859 with an average monthly surplus of $1,186. The Debtors Monthly Operating Reports in 2020 (from January 2020 to May 2020) reflect average monthly income of $26,924 and average monthly expenses of $25,087 for an average monthly surplus of $1,837. As of the Date of the filing of this Disclosure Statement, the Debtor currently has scheduled accounts receivable of $84,733. This amount includes unpaid tenant rents that the Debtor is currently aggressively seeking to collect, the vast majority of which are owing from just one of its tenants, Dialysis Newco, Inc. d/b/a Oxon Hill Dialysis n/k/a U.S. Renal Care, Inc. This amount includes an improper offset of utility charges against rent that does not reflect the actual usage of utilities as a reflected in electric and water sub meter readings maintained by the Debtor. The Debtor's attempts to amicably resolve this matter with U.S. Renal Care have been rejected and the Debtor has been left with no choice but to seek the collection of these funds from U.S Renal Care by commencing litigation. The Debtor intends to file suit against U.S. Renal in Prince George's County Maryland, or to initiate an adversary proceeding in the Bankruptcy Court to collect said sums. The Debtor has also maintained its membership base since the Petition Date with approximately 100 families with tithing revenue fluctuating from approximately between approximately $5,000 and $6,400 per month over the last six Monthly Operating Reports. The Debtor has lost some tenants and added others since the filing of the case as more fully set forth on Exhibit "A." The Debtor is currently negotiating leases with two new potential lessors for the entire second and third floors of its building. If such efforts are successful, the Debtor anticipates that by September 2020 it will receive an approximate $13,500 for each of the two floors that are currently not rented or $27,000 in the aggregate. If the Debtor is successful in renting out these two floors, it will seek to rent an off premises site where it can hold Sunday worship services and related activities. The anticipated cost of such rental is estimated to be $3,500 per month. The contemplated rental arrangement would increase the Debtors monthly revenues by $23,500 and increase its surplus cash flow by approximately $20,000 per month. No Pending Resolution Regarding Utility Usage of U.S. Renal Care, Inc. Efforts to amicably resolve this matter ended with U.S. Renal Care, Inc., indicating that it would not agree to the payment of utilities based upon its actual usage, but only based upon what it perceived to be its obligation under the lease to apportion utility usage based upon a ratio of its leased space to the entire building. The Debtor’s success in such law suit would resolve the precipitating factor leading to this Chapter 11 case and further improve the cash flow of the Debtor. The Debtor has acknowledged its outstanding liability for the utility amounts claimed by WSSC and PEPCO. Class 4: Disputed Secured Claim of PEPCO ($110,767 principal) is impaired. The Debtor disputes that PEPCO's claim is secured as alleged because it does not have a judgment against the Debtor. Class 5: Allowed Claims of Priority Tax Claimants ($28,231 principal) is impaired. The Debtor anticipates the collection of past due rent owed to it by the Effective Date of the Plan, or available funds from increased rental income, sufficient to pay the Allowed Priority Tax Claims in full on the Effective Date of the Plan. Administrative Expenses Estimated legal fees are $50,000. Estimated accountant fees are $25,000. A full-text copy of the Amended Disclosure Statement dated July 6, 2020, is available at https://tinyurl.com/y9nck8xo from PacerMonitor.com at no charge. Counsel to the Debtor: McNamee Hosea Jernigan Kim Greenan & Lynch, P.A. Craig M. Palik (Fed. Bar No. 15254) 6411 Ivy Lane, Suite 200 Greenbelt, Maryland 20770 About Mount Joy Baptist Church Mount Joy Baptist Church of Washington, D.C., a baptist church in Oxon Hill, Md., filed a Chapter 11 petition (Bankr. D. Md. Case No. 19-11707) on Feb. 8, 2019. In the petition signed by Rev. Bruce Mitchell, pastor and CEO, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Craig M. Palik, Esq., at McNamee Hosea Jernigan Kim Greenan & Lynch, P.A., serves as bankruptcy counsel to the Debtor. The Debtor tapped TD Emory, CPA & Associates, as its accountant. MOUSTACHE BREWING: Seeks to Hire Pierce McCoy as Attorneys ---------------------------------------------------------- Moustache Brewing Co. LLC seeks authority from the US Bankruptcy Court for the Eastern District of New York to hire Pierce McCoy, PLLC as its attorneys. Services Pierce McCoy will provide are: (a) prepare the Debtor's Voluntary Petition, Lists, Schedules and Statement of Financial Affairs as required by Section 521 of the Bankruptcy Code, as well as all pleadings, motions, notices and orders required for the orderly progress of this case and administration of the Estate; (b) advise and assist the Debtor in reorganizing its financial affairs; (c) prepare for, prosecute, defend, and otherwise represent the Debtor's interest in all contested matters, adversary proceedings, and other motions and applications arising under, in, or related to this case; (d) advise and counsel the Debtor in: the administration of the bankruptcy Estate; the nature and scope of its rights and remedies with regard to its assets and the assets of the Estate; the nature and scope of the claims of administrative, secured, priority, and unsecured creditors and other parties in interest against the Debtor and property of the Estate; (e) investigate the existence of other assets of the Estate and, if any such assets exist, take appropriate action to enforce the turnover of such assets to the Estate, including investigating whether lawsuits exist and instituting lawsuits; (f) prepare a Plan of Reorganization for the Debtor, and negotiate with all creditors and parties in interest who may be affected thereby; and, (g) obtain Confirmation of a Plan and perform all acts reasonably calculated to assist the Debtor in performing and substantially consummating the obligations arising under such Plan. The firm's hourly rates are: Attorneys $150 to $350 Law Clerks and paralegals $120 to $150 Jonathan A. Grasso, Esq. Pierce McCoy does not hold or represent any interest adverse to the Debtor, its estate or creditors in this matter, and is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code, according to court filings. The firm can be reached through: Jonathan A. Grasso, Esq. Pierce McCoy, PLLC 85 Broad Street, Suite 17-063 New York, NY 10004 Tel: (212) 320-8393 Fax: (757) 257-0387 Email: jon@piercemccoy.com About Moustache Brewing Co. LLC Moustache Brewing Co. LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-72474) on July 21, 2020, listing under $1 million in both assets and liabilities. Jonathan A. Grasso, Esq. at PIERCE MCCOY, PLLC, represents the Debtor as counsel. NAVICURE INC: S&P Puts B- ICR on Watch Negative on eSolutions Deal ------------------------------------------------------------------ S&P Global Ratings placed all its ratings on Navicure Inc., including its 'B-' issuer credit rating and all of its issue-level ratings on the company's debt, on CreditWatch with negative implications. S&P placed its ratings on Navicure on CreditWatch because it believes that the acquisition of eSolutions may increase its leverage and interest payments and potentially erode its cash flow generation if the company funds the transaction with debt. Navicure has made several other large debt-funded acquisitions since uniting with ZirMed in 2017, including the 2019 acquisition of Recondo (which it funded with a $100 million add-on to its first-lien term loan) and the 2018 acquisition of Connance (financed with about $100 million of debt). While the company has a track record of successful synergy capture and strong free cash flow conversion, S&P expects the company's deleveraging to be limited because it believes the company will focus on growth, which will likely include additional acquisition activity and reinvesting in the business, rather than reducing its debt. "Although we expect Navicure to maintain sufficient liquidity sources to cover its interest payments and annual amortization of about $8 million, we believe material additional debt would burden it with significantly higher-than-expected interest payments, which could materially erode its cash flow," S&P said. "We expect to resolve the CreditWatch placement upon the close of the transaction, which we expect to occur in the next several months. Depending on the financing, the company's resulting leverage and free operating cash flow, and our assessment of the combined entity's growth prospects, we could lower our issuer credit rating by one notch if the transaction leads to materially higher leverage and interest payments and significantly reduced cash flow generation," the rating agency said. NCL CORP: S&P Downgrades ICR to 'B+'; Outlook Negative ------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on NCL Corp. Ltd. to 'B+' from 'BB-' and lowered all issue-level ratings one notch in conjunction with the downgrade of the company. S&P also removed the ratings from CreditWatch, where it placed them with negative implications on March 10, 2020. "We expect NCL's credit measures to remain very weak through 2021 because it plans to gradually reintroduce capacity and we believe the industry may face an extended period of weak demand. We forecast NCL Corp. Ltd.'s credit measures will remain very weak through 2021 and anticipate that its adjusted leverage may potentially exceed 9x in 2021 following a significant deterioration in its performance in 2020 due to the temporary suspension of its operations since mid-March," S&P said. There remains a significant uncertainty around when and how sailings will resume given the extension of the Centers for Disease Control and Prevention's no-sail order and increasing COVID-19 cases across many U.S. states. Additionally, it is unclear what ports and destinations will be available for cruises, amid ongoing travel restrictions. As a result, Cruise Lines International Association members voluntarily suspended cruise operations until at least Oct. 31, 2020. "Our updated forecast reflects our expectation that NCL may begin to bring its capacity back online in a phased manner as early as November 2020. Resuming its operations in a phased manner may help the company better align its supply and demand, target easily accessible homeports, develop operational know-how to implement enhanced health and safety measures, including social distancing recommendations, to raise passenger comfort levels, and better manage its itineraries. We believe its initial itineraries will be limited due to continued port closures and local government and health authority requirements," S&P said. S&P's updated forecast for 2021 assumes very high leverage, which compares with its previous estimate that NCL would improve its leverage back to below 5.5x in 2021. S&P now expects the company's EBITDA to be significantly more negative in 2020 because of expenses to repatriate its guests and crew that were higher than the rating agency anticipated, higher costs for ships that are laid up given the time it takes to transition ships into various stages of lay-up and the locations of some of NCL's ships which have required greater staffing during lay-up, and the incremental expenses associated with keeping ships out of service longer than the rating agency had previously assumed. Currently, S&P believes NCL's recovery will be much slower in 2021 given its plan to return to service in phases and an extension of the suspension of sailings through at least October 2020. "We also believe that demand will be weak upon reopening because of lingering travel fears and concerns of contracting the virus, as well as weak economic conditions, given our view that U.S. unemployment will remain elevated through 2021, which could hurt discretionary leisure spending," S&P said. S&P revised 2021 forecast now contemplates: -- Net revenue yields decline by about 10%-20% relative to 2019 levels because of weaker expected demand and customer utilization of future cruise credits. This compares with S&P's prior forecast for 2021 net yields of about 6%-8% below 2019 levels; -- Total revenue remains 10%-20% below 2019 levels because of weaker net revenue yields, a gradual reintroduction of ships that reduces available capacity days compared with 2019 even factoring in two new ships in the fleet since late 2019, and S&P's expectation that NCL may operate at much lower occupancy as it ramps up operations. S&P believes the company's full-year 2021 capacity days will not reach 2019 levels because of management's plan for a phased return to service, which will result in lower capacity especially in the first half of 2021, as NCL tries to manage its supply with demand and manage available itineraries; -- S&P believes cruise operators will implement social distancing and other health and safety measures on their ships to reduce the spread of the virus. It believes these social distancing measures may limit the maximum potential occupancy of the ships and potentially reduce profitability and cash flow. S&P also believes that lower demand and lingering travel fears may hurt their occupancy; -- Net cruise costs per capacity day, excluding fuel, to be marginally higher in 2021 relative to 2019 levels given the incremental expenses associated with keeping ships out of service and the costs related to bringing them back online. This compares with S&P's prior forecast that 2021 net cruise costs would be flat to slightly below 2019 levels; -- S&P believes NCL may be able to limit its margin compression as it ramps up its operations. Specifically, it anticipates the company could maintain reduced levels of marketing and selling expenses because it will have fewer ships to market as operations ramp, and believe it could manage certain ship-level expenses--like fuel, food, and crew payroll--to align with its potential reduced ship occupancy. -- These assumptions translate into EBITDA that is 45%-55% below 2019 levels. -- S&P believes that in 2022, NCL's EBITDA may grow sufficiently to support leverage improving to below 6.5x, which ite would view as being aligned with the current 'B+' issuer credit rating on NCL. This leverage forecast assumes 2022 net yields and occupancy improve relative to 2021 but remain below 2019 levels and capacity is higher than in 2019 because NCL has the full-year benefit of its entire fleet of ships, including those delivered in late 2019 and early 2020. Nevertheless, there continues to be a high degree of variability in S&P's currently contemplated recovery path, particularly with respect to the resumption of operations and how cruise passengers will respond to continued flare-ups or waves of the virus in the absence of a vaccine or effective treatment. Although the consensus among health experts is that the pandemic may now be at, or near, its peak in some regions, it will remain a threat until a vaccine or effective treatment is widely available, which may not occur until the second half of 2021. Additionally, S&P acknowledges a failure to effectively contain the virus in the fourth quarter that would allow cruises to resume operations could further weigh on operating performance. "We believe NCL has sufficient liquidity sources to fund its liquidity and manage its cash burn under our 2021 recovery scenario. Notwithstanding our forecast that its credit measures will remain very weak through 2021, we believe NCL has sufficient liquidity sources to fund its cash needs through 2021," S&P said. Pro forma for July 2020 liquidity transactions as of June 30, 2020, NCL had about $2.8 billion of available cash and no revolver availability. "We believe this provides sufficient liquidity runway, combined with additional steps to reduce cash needs including refinancing amortization payments due under export credit facilities and delaying or deferring capital expenditures (capex), to cover the company's cash needs, including our assumptions on refunds of customer deposits, for at least 12 months in a zero-revenue environment." The resumption of sailings at some level later in 2020 or early 2021 would further extend NCL's liquidity runway," S&P said. NCL's lack of ship deliveries until 2022 and its smaller scale are an advantage in this operating environment, and may support leverage improvement through 2022. Despite the anticipated weak operating environment, NCL will continue to make progress payments for ships on order and will receive multiple previously committed ship deliveries as they are completed over the next few years and incur the corresponding ship-level financing, though there may be some shipyard delays stemming from the coronavirus pandemic. However, NCL's next scheduled ship deliveries and the corresponding debt are in 2022, which is later than and in the current operating environment compares favorably to Carnival Corp.'s and Royal Caribbean Cruises Ltd.'s earlier ship delivery schedules. "We expect that considering the closures and delays at varying shipyards, delivery of its two ships in 2022 is likely to be delayed by at least a few months, and we believe its fourth quarter 2022 delivery could slip into 2023. In the interim, we expect NCL will operate at maintenance capex levels until there is a clear path to normal operations," S&P said. NCL is the smallest of the three large global cruise operators with 28 ships, compared to Carnival (over 100 ships in 2019) and Royal (over 60 ships), which means it incurs less ship operating expenses each month its ships are laid up and given the phased resumption of sailings, it is possible that NCL will be able to reach its full fleet capacity before its competitors. Additionally, as part of its capital raises in May and July, NCL issued almost $750 million in common equity and $1.7 billion in exchangeable senior notes. The exchangeable senior notes, which S&P includes as part of debt, may convert into equity over time (as a portion of Carnival's convertible notes recently did) and offers NCL additional opportunities to reduce leverage. Environmental, social, and governance (ESG) credit factors for this credit rating change -- Health and safety factors The negative outlook reflects S&P's forecast for adjusted leverage to remain very weak, above 9x through 2021. The outlook also reflects substantial uncertainty as to NCL's recovery path, given the potential its operations could be suspended for longer than S&P currently anticipates, and given uncertainty around consumers' demand for cruising over the longer term because of concerns around contracting the virus. "We would lower our ratings on NCL any time over the next year if we believe its recovery will be more prolonged or weaker than we expect. We could also lower our rating if we foresee elevated liquidity risks due to a more prolonged suspension of cruises, operational weakness when cruises resume, or an inability to raise additional funds to meet future requirements. We could also lower ratings if we no longer believe there was a viable path for NCL to reduce adjusted leverage under 6.5x in 2022," S&P said. "We are unlikely to revise the outlook to stable over the next year given high uncertainty around when the coronavirus might be contained, how long it may take travel and cruise demand to recover, and the effect that it could have on our base case recovery assumptions, especially in the absence of a vaccine or effective treatment. Nevertheless, we could revise the outlook to stable once we are more certain NCL will be able to reach pre-pandemic levels of capacity, net revenue yields recover significantly, and NCL's leverage improves below 6.5x on a sustainable basis. Higher ratings are unlikely given our forecast for adjusted leverage through 2022. Nevertheless, once operations recover, we could consider higher ratings if we expect NCL would sustain adjusted leverage under 5.5x," the rating agency said. NEONODE INC: Incurs $1.61 Million Net Loss in Second Quarter ------------------------------------------------------------ Neonode Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss attributable to the company of $1.61 million on $758,000 of total revenues for the three months ended June 30, 2020, compared to a net loss attributable to the company of $1.26 million on $1.71 million of total revenues for the three months ended June 30, 2019. For the six months ended June 30, 2020, Neonode reported a net loss attributable to the company of $2.62 million on $2.05 million of total revenues compared to a net loss attributable to the company of $1.84 million on $3.72 million of total revenues for the same period in 2019. As of June 30, 2020, the Company had $5.59 million in total assets, $4.64 million in total liabilities, and $946,000 in total stockholders' equity. "The second quarter was impacted by softer sales in the global printer and automotive market due to COVID-19, as anticipated in earlier announcements. We expect these markets to rebound. COVID-19 has also rapidly projected our technology into new areas of growth. Our contactless touch sensor technology is an elegant and cost-effective solution that can protect consumers from having to physically touch surfaces on devices in public spaces. We see COVID-19 as a paradigm shift in global consumer behavior, where people do not want to touch buttons, keypads, and screens on public space devices," commented Dr. Urban Forssell, CEO of Neonode. "I am pleased that we completed a significant financing transaction that included the participation of several investment funds along with company insiders. We anticipate the worldwide demand for contactless touch will continue to build over the coming quarters and years from new customer applications in self-service kiosks, vending machines, elevators, and other applications. The proceeds from the financing not only strengthens the company's cash position, but also provides the liquidity to accelerate growth by added critical assets needed to meet growing customer demand," concluded Dr. Forssell. The decrease of 55.7% and 44.9% in total net revenues for the three and six months ended June 30, 2020 as compared to the same periods in 2019 is due primarily to a 54.1% and 45.9% decrease in license revenues in the same periods in 2020, respectively. The decrease in revenues was partly the result of lower estimates for unbilled license fees. In accordance with the Company's revenue recognition policy, the Company record unbilled license fees using prior royalty revenue data. In 2020, due to the uncertainty in the global economy, the Company recorded lower estimated license fees than in the same period in 2019. The Company's combined total gross margin was 83.8% and 91.9% for the three and six months ended June 30, 2020 and 95.8% and 95.4% for the three and six months ended June 2019, respectively. The decrease in total gross margin in 2020 as compared to 2019 was primarily due to high costs relating to write off of inventory in 2020. The Company's operating expense decreased 19.0% and 14.5% in the three and six months ended June 30, 2020 compared to same periods in 2019. The decreases are primarily related to lower staff expenses and scrapped inventory included in the comparable periods in 2019. Cash used by operations was $1.0 million and $1.9 million for three and six months ended June 30, 2020, respectively, compared to $1.0 million and $1.5 million in the same periods in 2019, respectively. The company had a total of $1.5 million of short-term debt outstanding at June 30, 2020. The debt is comprised of a $1.0 million working capital debt facility provide by two members of the board of directors plus a $0.5 million tax credit from the Swedish government as part of their COVID-19 related corporate support program. Cash and accounts receivable totaled $2.5 million on June 30, 2020 compared to $3.7 million at Dec. 31, 2019. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/87050/000121390020022098/f10q0620_neonodeinc.htm About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com-- is a publicly traded company, headquartered in Stockholm, Sweden and established in 2001. The company provides advanced optical sensing solutions for touch, gesture control, and remote sensing. Building on experience acquired during years of advanced optical R&D and technology licensing, Neonode's technology is currently deployed in more than 75 million products and the company holds more than 120 patents worldwide. Neonode's customer base includes companies in the consumer electronics, office equipment, medical, avionics, and automotive industries. Neonode recorded a net loss attributable to the Company of $5.30 million for the year ended Dec. 31, 2019, compared to a net loss attributable to the Company of $3.06 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $5.60 million in total assets, $2.95 million in total liabilities, and $2.65 million in total stockholders' equity. NORTH TAMPA: Hires Erik Johanson as Special Litigation Counsel -------------------------------------------------------------- North Tampa Anesthesida Consultants, P.A., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Erik Johanson, Esq. of Erik Johanson PLLC as their special litigation counsel. Mr. Johanson is currently serving as special counsel in the Adversary pursuant to the Court's Order Approving Debtor's Application to Employ the Jennis Law Firm as Special Counsel (Doc. No. 132). Effective July 1, 2020, Mr. Johanson left the Jennis Law Firm to practice as Erik Johanson PLLC. The firm's current hourly rates are $300/hr for attorneys and $100-$150/hr for non-attorney staff. Mr. Johanson assures the court that his firm is disinterested and does not otherwise hold any interest adverse to the estate that would preclude its employment as special counsel. The firm can be reached through: Erik Johanson, Esq. ERIK JOHANSON PLLC 4532 West Beachway Drive Tampa, FL 33602 Phone: (813) 210-9442 Email: erik@johanson.law ecf@johanson.law About North Tampa Anesthesida North Tampa Anesthesida Consultants, PA, based in Tampa, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 20-02101) on March 10, 2020. In the petition signed by Gabriel Perez, director/practice administrator, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Angelina E. Lim, Esq., at Johnson Pope Bokor Ruppel & Burns, LLP, serves as bankruptcy counsel to the Debtor. Jennis Law Firm, is special counsel. OCCIDENTAL PETROLEUM: S&P Rates New Senior Unsecured Debt 'BB+' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating to U.S.-based exploration and production company Occidental Petroleum Corp.'s new senior unsecured debt offering and placed it on CreditWatch with negative implications. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery of principal for creditors in the event of a payment default. It expects the company will use the proceeds from the offering to further repay near-term debt maturities and for general corporate purposes. "Our 'BB+' issuer credit rating on Occidental remains unchanged and it remains on CreditWatch negative. Although its recent debt offerings have reduced near-term refinancing risk, Occidental remains overleveraged for the rating and still has a substantial amount of debt maturing in the next two years. We expect to resolve the CreditWatch toward the end of 2020 based on the company's debt-reduction progress," S&P said. OZ INDUSTRIES: Aug. 21 Deadline to File Plan and Disclosures ------------------------------------------------------------ Judge Joel D. Applebaum has ordered that the "Chapter 11 Case Management Order Establishing Deadlines and Procedures for a Non-'Small Business' Debtor" entered in this case on January 3, 2020, as amended by the "Order Modifying the Court's 'Order Establishing Deadlines and Procedures'" of Oz Industries, LLC, be further amended as follows: a. Modifying paragraph 1.d. to indicate the deadline for the debtor to file a combined plan and disclosure statement (see ¶ 2) is August 21, 2020. b. Modifying paragraph 1. to indicate that the deadline to return ballots and file objections to confirmation, and the hearing on objections to final approval of the disclosure statement and confirmation of the plan shall be held on a date and time to be set by the Court following the filing of a Plan and Disclosure Statement, if any. About Oz Industries Oz Industries, LLC, is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Company owns a commercial property located at 780 N. Van Dyke Road in Almont, MI 48003 having an appraised value of $500,000. Oz Industries filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 19-32761) on Nov. 21, 2019. In the petition signed by David Mroz, sole member, the Debtor disclosed $514,555 in total assets and $1,236,643 in total liabilities. The Hon. Joel D. Applebaum oversees the case. The Debtor is represented by Mark H. Shapiro, Esq., at Steinberg Shapiro & Clark. PENLAND HEATING: Seeks to Hire Williams Overman as Accountant ------------------------------------------------------------- Penland Heating and Air Conditioning, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Edward Golden and Williams Overman Pierce, LLP, as its accountants. The accountant will be retained to prepare the Debtor's income tax returns and other required tax filings, address tax notices and related accounting issues. Accounting services shall be rendered at rates ranging from $75 to $250 an hour. Edward Golden, partner at Williams Overman, attests that the firm is disinterested as the term is define in 11 U.S.C. Sec. 101. The firm can be reached through: Edward Golden, CPA Williams Overman Pierce, LLP 2501 Atrium Drive, Suite 500 Raleigh, NC 27607 Tel: 919-782-3444 Fax: 919-782-2552 Email: egolden@wopcpa.com About Penland Heating and Air Conditioning Based in Hillsborough, N.C., Penland Heating and Air Conditioning, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-01795) on May 1, 2020, listing under $1 million in both assets and liabilities. Judge David M. Warren oversees the case. Debtor is represented by The Law Offices of Oliver & Cheek, PLLC. PHUNWARE INC: Incurs $3.51 Million Net Loss in Second Quarter ------------------------------------------------------------- Phunware, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss of $3.51 million on $2.21 million of net revenues for the three months ended June 30, 2020, compared to a net loss of $3.07 million on $5.51 million of net revenues for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $7.47 million on $4.85 million of net revenues compared to a net loss of $6.56 million on $10.83 million of net revenues for the six months ended June 30, 2019. As of June 30, 2020, the Company had $28.22 million in total assets, $27.71 million in total liabilities, and $514,000 in total stockholders' equity. "Independent of the ongoing pandemic, we continue executing our operational model and business strategy to become the premier digital transformation source for mobile initiatives worldwide," said Alan S. Knitowski, president, CEO and co-founder of Phunware. "Our latest quarter closed with nearly $10 million in Backlog and Deferred Revenue for our Multiscreen-as-a-Service (MaaS) platform, while most of our corporate customers remained in either a lockdown or remote, work-from-home operational status. While we do not expect our customers or partners to be back to normal operations until a COVID-19 vaccine becomes widely available, we are already seeing much more business activity with each passing week and month and believe that there is a lot of pent up demand tied to pending MaaS bookings that will be released throughout the balance of the year." Notably, the Company expects an acceleration of Net Revenues total for both the coming quarter and the balance of the year sequentially, and also believes that the most recent quarter represents a quarterly, annual and historic bottom for its revenue recognition as a public company. "As we manage through the uncertainty of the ongoing pandemic, we are encouraged that we have been able to position ourselves for success in the future by strengthening our balance sheet and lowering our operational expenses," said Matt Aune, CFO of Phunware. "In addition to our efforts reducing operational expense, we are pleased to see an improvement of nearly 1,500 basis points to year-over-year gross margin as we continue to focus on our higher margin longer term software customers." Phunware stated, "Future plans may include obtaining new debt financings and credit lines, utilizing existing or expanding existing credit lines, issuing equity securities, including the exercise of warrants, and reducing overhead expenses. Despite a history of successfully implementing similar plans to alleviate the adverse financial conditions, these sources of working capital are not currently assured, and consequently do not sufficiently mitigate the risks and uncertainties disclosed above. There can be no assurance that the Company will be able to obtain additional funding on satisfactory terms or at all. In addition, no assurance can be given that any such financing, if obtained, will be adequate to meet the Company's capital needs and support its growth. If additional funding cannot be obtained on a timely basis and on satisfactory terms, its operations would be materially negatively impacted. The Company has therefore concluded there is substantial doubt about its ability to continue as a going concern through one year from the issuance of these condensed consolidated financial statements." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1665300/000162828020012736/phun-20200630.htm About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- is a Multiscreen-as-a-Service (MaaS) company, a fully integrated enterprise cloud platform for mobile that provides companies the products, solutions, data and services necessary to engage, manage and monetize their mobile application portfolios and audiences globally at scale. Phunware incurred a net loss of $12.87 million in 2019 compared to a net loss of $9.80 million in 2018. As of March 31, 2020, the Company had $28.84 million in total assets, $27.49 million in total liabilities, and $1.35 million in total stockholders' equity. Marcum LLP, in Houston, TX, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PHUNWARE INC: Signs Sales Agreement with Ascendiant Capital ----------------------------------------------------------- Phunware, Inc. entered into an At-The-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent, pursuant to which the Company may offer and sell, from time to time, through Ascendiant shares of the Company's common stock, par value $0.0001 per share. The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Ascendiant will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of the Nasdaq Capital Market to sell shares from time to time based upon the Company's instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, Ascendiant may sell shares by any method deemed to be an "at the market" offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended, or any other method permitted by law, including in privately negotiated transactions. Ascendiant's obligations to sell shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions for transactions of this nature. The Company will pay Ascendiant a commission of 3% of the aggregate gross proceeds from each sale of shares and has agreed to provide Ascendiant with customary indemnification and contribution rights. The Company has also agreed to reimburse Ascendiant for certain specified expenses. Sales of shares of common stock under the Sales Agreement will be made pursuant to the registration statement on Form S-3 (File No. 333-235896), which was declared effective by the U.S. Securities and Exchange Commission on Jan. 23, 2020, and a related Prospectus Supplement to be filed with the SEC, for an aggregate offering price of up to $15,000,000. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- is a Multiscreen-as-a-Service (MaaS) company, a fully integrated enterprise cloud platform for mobile that provides companies the products, solutions, data and services necessary to engage, manage and monetize their mobile application portfolios and audiences globally at scale. Phunware incurred a net loss of $12.87 million in 2019 compared to a net loss of $9.80 million in 2018. As of June 30, 2020, the Company had $28.22 million in total assets, $27.71 million in total liabilities, and $514,000 in total stockholders' equity. Marcum LLP, in Houston, TX, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PIERCE WILLIAMS: Seeks to Hire Thurman Campbell as Accountant ------------------------------------------------------------- Pierce Williams & Read, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to hire Thurman Campbell Group, PLC to provide accounting, audit, tax and financial services. The firm's certified public accountants will be paid at the rate of $200 per hour. Debtor paid the firm the sum of $5,000 as retainer. Thurman Campbell does not have any connection with Debtor, creditors, the U.S. trustee, or any person employed in the Office of the U.S. trustee, according to court filings. The firm can be reached through: 905 South 117 West Ninth Street Hopkinsville, KY 42240 Telephone: (270) 885-8481 About Pierce Williams & Read Pierce Williams & Read, Inc., a company based in Hopkinsville, Ky., filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 20-50128) on March 9, 2020. In the petition signed by Marcellus Thomas, owner, Debtor disclosed $681,074 in assets and $2,460,395 in liabilities. Judge Alan C. Stout oversees the case. Jason E. Holland, Attorney at Law serves as Debtor's bankruptcy counsel. PON GROUP: Unsecured Claims Unimpaired in Plan ---------------------------------------------- Pon Group, LLC, submitted a Plan and a Disclosure Statement. The Debtor's assets consisting of Bensenville Property, Hancock Property and Itasca Property. Class 9 General Unsecured Claims totaling $295,000 are unimpaired. and may recover 100%. Class 9 Unsecured Claim shall be paid in, full in cash, from the Disputed Unsecured Claim Reserve established for the Class 9 Claims pursuant to the Plan. Class 12 Equity Interests are impaired. On the Effective Date, the Equity Interests in the Debtor shall be cancelled, and the Holders of Equity Interests shall not be entitled to, and shall not receive or retain, any property or interest in the Debtor on account of such Equity Interests. The Plan will be funded by the remaining net proceeds from sales of the Property and ultimately the leasing and sale of the Hancock Property and Itasca Property or the transfer of such properties to Associated Bank, N.A. A full-text copy of the Disclosure Statement dated July 6, 2020, is available at https://tinyurl.com/ybupqncy from PacerMonitor.com at no charge. Attorney for the Debtor: Paul M. Bauch Carolina Y. Sales LAKELAW 53 W. Jackson Boulevard, Suite 1115 Chicago, Illinois 60604 Tel: (312) 588-5000 Fax: (312) 427-5709 E-mail: pbauch@lakelaw.com About Pon Group Pon Group, LLC, is a lessor of real estate based in Bensenville, Illinois. Pon Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-22505) on Aug. 9, 2018. In the petition signed by Ketty Pon, member and manager, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Benjamin A. Goldgar oversees the case. BAUCH & MICHAELS, LLC, is the Debtor's counsel. PRECISION HOTEL: Unsecureds Will be Paid in Full Within 5 Days -------------------------------------------------------------- Precision Hotel Management Company, submitted a Plan of Reorganization. Class 5 Secured Claim of PHM Clearwater, LLC (Claim 7) is impaired. PHM Clearwater, LLC allege it is owed $998,446.95, which debt is secured by certain real property. Debtor will pay Class 5 the full amount owed with 48 monthly payments of principal and interest calculated at 6% annual interest, amortized over 25 years, with a balloon payment due within 30 days after month 48. Class 6 IDE Technologies, Inc (Claim 5) is impaired. IDE Technologies is owed $29,473.99 pursuant to the purchase of a tax certificate for property taxes and the debt is fully secured by certain real property. The Debtor will pay Class 6 in full at 3% annual interest by making monthly payments in the amount of $652.39 over a period of 48 months commencing on the 15th date of the month following the effective date of the Plan. Class 7 Cazenovia Creek Funding II, LLC (Claim 8) is impaired. Cazenovia Creek Funding II, LLC is owed $16,332 pursuant to the purchase of a tax certificate for property taxes and the debt is fully secured by certain real property. The Debtor will pay Class 7 in full at 3% annual interest by making monthly payments in the amount of $652.39 over a period of 48 months commencing on the 15th date of the month following the effective date of the Plan. Class 8 FCAP as custodian for FTCFIMT, LLC (Claim 10) is impaired. FCAP is owed $6,916 pursuant to the purchase of a tax certificate for property taxes and the debt is fully secured by certain real property. The Debtor will pay Class 8 in full at 3% annual interest by making monthly payments in the amount of $153.08 over a period of 48 months commencing on the 15th date of the month following the effective date of the Plan. Class 9 TLGFY, LLC (Claim 11) is impaired. TLGFY, LLC is owed $5,997 pursuant to the purchase of a tax certificate for property taxes and the debt is fully secured by certain real property. Debtor will pay Class 8 in full at 3% annual interest by making monthly payments in the amount of $132.74 over a period of 48 months commencing on the 15th date of the month following the effective date of the Plan. Class 10 Norman J. Schneiderhan Trust is impaired. Wayne Schneiderhan alleges he is owed $108,081 as of 4/21/2020 not including credits for payments made during the pendency of the case, any advances made for insurance or taxes, late charges, default interest, collection costs. Schneiderhan did not file a claim. The Debtor will pay Class 10 the full amount owed with 60 monthly payments of principal and interest calculated at 6% annual interest. Class 11 KCMI Capital Inc. is impaired. KCMI Capital is fully secured and owed approximately $498,000 as of the petition date. KCMI Capital did not file a claim. The Debtor has been making regular contractual payments during the pendency of this case and will continue to do so in accordance with its agreement with KCMI. Class 12 American National Bank is impaired. American National Bank holds a final judgment against the Debtor in the amount of $40,000. The Debtor will pay Class 11 the full amount owed with 60 monthly payments of principal and interest calculated at 6% annual interest. Class 13 General Unsecured Creditors are impaired. The total owed to Allowed general unsecured creditors is $917.08. There is only unsecured claim which is Claim No. 6 filed by Capital One Bank. The Debtor will pay the total amount owed to Class 13 in full within 5 days of the effective date of the Plan. Class 14 shareholders of the Debtor are impaired. The class will receive payment after all other classes are paid. The Debtor will fund payments through the plan through the continued business operations of the Debtor. A full-text copy of the Plan of Reorganization dated July 6, 2020, is available at https://tinyurl.com/ybqjuoa8 from PacerMonitor.com at no charge. Attorney for the Debtor: Jake C. Blanchard, Esq. BLANCHARD LAW, P.A. 1501 S. Belcher Rd., 6B Largo, FL 33771 Phone: 727-531-7068 Fax No: 727- 535-2086 Email: jake@jakeblanchardlaw.com About Precision Hotel Precision Hotel Management Company is a privately held enterprise that operates in the hospitality industry. Precision Hotel sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-08449) on Sept. 5, 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 Michael G. Williamson oversees the case. Blanchard Law, P.A., is the Debtor's legal counsel. PRESSURE BIOSCIENCES: Posts $4.96 Million Net Loss in Second Quarte ------------------------------------------------------------------- Pressure Biosciences, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss attributable to common stockholders of $4.96 million on $268,154 of total revenues for the three months ended June 30, 2020, compared to a net loss attributable to common stockholders of $4.07 million on $518,663 of total revenues for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss attributable to common stockholders of $9.24 million on $522,027 of total revenues compared to a net loss attributable to common stockholders of $7.55 million on $1.03 million of total revenue for the same period during the prior year. As of June 30, 2020, the Company had $2.46 million in total assets, $16.68 million in total liabilities, and a total stockholders' deficit of $14.21 million. The Company has experienced negative cash flows from operations with respect to its pressure cycling technology business since its inception. As of June 30, 2020, the Company does not have adequate working capital resources to satisfy its current liabilities and as a result, there is substantial doubt regarding its ability to continue as a going concern. "We have been successful in raising debt and equity capital in the past. In addition we raised debt and equity capital after June 30, 2020. We have financing efforts in place to continue to raise cash through debt and equity offerings. Although we have successfully completed financings and reduced expenses in the past, we cannot assure you that our plans to address these matters in the future will be successful. These financial statements do not include any adjustments that might result from this uncertainty. "We will need substantial additional capital to fund our operations in future periods. If we are unable to obtain financing on acceptable terms, or at all, we will likely be required to cease our operations, pursue a plan to sell our operating assets, or otherwise modify our business strategy, which could materially harm our future business prospects," Pressure Biosciences said. Net cash used in operations for the six months ended June 30, 2020 was $2,800,494 as compared to $3,300,203 for the six months ended June 30, 2019. Net cash used in investing activities for the six months ended June 30, 2020 was $532,913 compared to $28,915 in the prior period. Cash capital expenditures in the current year included a loan advance to its pending merger partner and purchases of laboratory equipment and IT equipment. Net cash provided by financing activities for the six months ended June 30, 2020 was $3,345,240 as compared to $3,343,933 for the same period in the prior year. The cash from financing activities in the period ended June 30, 2020 included $4,422,600 from convertible debt and $999,039 from other debt and less debts payments ($1,257,250 of convertible debt and $819,149 of other debt). A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/830656/000149315220015933/form10-q.htm About Pressure Biosciences Headquartered in South Easton, Massachusetts, Pressure Biosciences, Inc. -- http://www.pressurebiosciences.com-- develops and sells innovative, broadly enabling, pressure-based platform solutions for the worldwide life sciences industry. Its solutions are based on the unique properties of both constant (i.e., static) and alternating (i.e., pressure cycling technology, or "PCT") hydrostatic pressure. PCT is a patented enabling technology platform that uses alternating cycles of hydrostatic pressure between ambient and ultra-high levels to safely and reproducibly control bio-molecular interactions (e.g., cell lysis, biomolecule extraction). Pressure Biosciences recorded a net loss of $11.66 million for the year ended Dec. 31, 2019, compared to a net loss of $9.70 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $1.82 million in total assets, $13.87 million in total liabilities, and a total stockholders' deficit of $12.05 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 14, 2020 citing that the Company has a working capital deficit, has incurred recurring net losses and negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. PROFESSIONAL DIVERSITY: Incurs $1.8M Net Loss in Second Quarter --------------------------------------------------------------- Professional Diversity Network, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss of $1.84 million on $951,830 of total revenues for the three months ended June 30, 2020, compared to a net loss of $771,234 on $1.32 million of total revenues for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $3.33 million on $1.93 million of total revenues compared to a net loss of $1.93 million on $2.63 million of total revenues for the same period during the prior year. As of June 30, 2020, the Company had $6.15 million in total assets, $5 million in total liabilities, and $1.15 million in total stockholders' equity. The Company had an accumulated deficit of ($92,002,228) at June 30, 2020. At June 30, 2020, the Company had a cash balance of $858,875. The Company had a working capital deficiency from continuing operations of approximately ($2,616,000) and ($2,114,000) at June 30, 2020 and Dec. 31, 2019. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company said its ability to continue as a going concern is dependent on its ability to further implement its business plan, raise capital, and generate revenues. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1546296/000149315220015607/form10-q.htm About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse professionals. Through an online platform and its relationship recruitment affinity groups, the Company provides its employer clients a means to identify and acquire diverse talent and assist them with their efforts to recruit diverse employees. Its mission is to utilize the collective strength of its affiliate companies, members, partners and unique proprietary platform to be the standard in business diversity recruiting, networking and professional development for women, minorities, veterans, LGBT and disabled persons globally. Professional Diversity recorded a net loss of $3.84 million for the year ended Dec. 31, 2019, compared to a net loss of $15.08 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $6.78 million in total assets, $4.16 million in total liabilities, and $2.62 million in total stockholders' equity. Ciro E. Adams, CPA, LLC, in Wilmington, DE, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 1, 2020, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PROVECTUS PHARMACEUTICALS: Incurs $1.61M Net Loss in 2nd Quarter ---------------------------------------------------------------- Provectus Biopharmaceuticals, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $1.61 million for the three months ended June 30, 2020, compared with a net loss of $2.18 million for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $3.44 million compared to a net loss of $3.55 million for the six months ended June 30, 2019. As of June 30, 2020, the Company had $1.84 million in total assets, $29.32 million in total liabilities, and a total stockholders' deficiency of $27.48 million. The Company's cash and cash equivalents were $1,483,214 at June 30, 2020. The Company continues to incur significant operating losses. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company's business plan and develop and market its products. The Company said these circumstances raise substantial doubt about its ability to continue as a going concern within one year after the date that these financial statements are issued. Implementation of the Company's plans and its ability to continue as a going concern will depend upon the Company's ability to develop IL PV-10, top. PH-10, and/or any other halogenated xanthene-based drug products, and to raise additional capital. During the six months ended June 30, 2020, the Company received a loan of $62,500 under the Paycheck Protection Program and received a grant of $3,000 from the Economic Injury Disaster Loan under the CARES Act. The grant was recognized as other income during the three and six months ended June 30, 2020. Subsequent to June 30, 2020, the Company received an aggregate $194,438 in connection with a warrant exercise. The Company also received an aggregate $450,000 in connection with the 2020 Financing. The Company plans to access capital resources through possible public or private equity offerings, including the 2020 Financing, exchange offers, debt financings, corporate collaborations or other means. In addition, the Company continues to explore opportunities to strategically monetize its lead drug candidates, IL PV-10 and top. PH-10, through potential co-development and licensing transactions, although there can be no assurance that the Company will be successful with such plans. The Company has historically been able to raise capital through equity offerings, although no assurance can be provided that it will continue to be successful in the future. If the Company is unable to raise sufficient capital through the 2020 Financing or otherwise, it will not be able to pay its obligations as they become due. Provectus said, "The primary business objective of management is to build the Company into a commercial-stage biotechnology company; however, the Company cannot assure you that it will be successful in developing further, co-developing, licensing, and/or commercializing IL PV-10, top. PH-10, and/or any other halogenated xanthene-based drug products of the Company, or entering into any commercial financial transaction. Moreover, even if the Company is successful in improving its current cash flow position, the Company nonetheless plans to seek additional funds to meet its long-term requirements in 2020 and beyond. The Company anticipates that these funds will otherwise come from the proceeds of private placement transactions, including the 2020 Financing, the exercise of existing warrants and outstanding stock options, or public offerings of debt or equity securities. While the Company believes that it has a reasonable basis for its expectation that it will be able to raise additional funds, the Company cannot assure you that it will be able to complete additional financing in a timely manner. In addition, any such financing may result in significant dilution to stockholders. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/315545/000149315220015327/form10-q.htm About Provectus Provectus Biopharmaceuticals, Inc., is a clinical-stage biotechnology company developing a new class of drugs for oncology, hematology, and dermatology based on an entire, wholly-owned, family of chemical small molecules called halogenated xanthenes. Provectus reported a net loss of $6.92 million for the year ended Dec. 31, 2019, compared to a net loss of $8.15 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $1.48 million in total assets, $25.55 million in total liabilities, and a total stockholders' deficiency of $24.07 million. Marcum LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 5, 2020, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. QURATE RETAIL: Fitch Affirms BB LongTerm IDRs, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed Qurate Retail, Inc.'s, Liberty Interactive LLC's and QVC Inc.'s Long-Term Issuer Default Ratings at 'BB'. The Rating Outlook is Stable. In addition, Fitch has assigned a 'BBB-'/'RR1' rating to QVC's $500 million issuance of senior secured notes, with proceeds expected to be used to repurchase the $500 million of QVC's 5.125% senior secured notes due July 2022. Fitch has also assigned a 'BB-/RR6' rating and 0% equity credit to Qurate's proposed offering of approximately $1.3 billion aggregate liquidation preference of 8% fixed rate cumulative redeemable preferred shares. The 0% equity credit is driven primarily by restrictive interest deferral terms. The preferred share issuance is part of a special dividend the company will distribute, which will include $633 million in cash. The rating affirmation is driven by the company's strong operating performance and $525 million of secured debt reduction at QVC during the quarter ended June 30, 2020, which reduced QVC's leverage (total debt with equity credit to operating EBITDA) to approximately 2.2x from 2.5x at March 31, 2020. QVC is well within its negative rating sensitivity of 2.5x and its proposed debt issuance is expected to be leverage neutral, given that proceeds are to be used to repay existing debt. Fitch believes these issues more than offset the increase in Qurate's total leverage (total adjusted debt to operating EBITDAR) to 4.0x pro forma for the preferred share issuance. Although Qurate's pro forma total leverage will be outside negative rating sensitivities, Fitch expects Qurate's total leverage to move back towards 3.5x within the next 12 to 18 months. KEY RATING DRIVERS Operating Performance: Qurate significantly outperformed Fitch's expectations for 2Q20, growing total revenues and Adjusted OIBDA 10%. All segments showed improvement, with the Home, Beauty and Electronics product categories among the top performers across each segment. Notably, after several quarters of underperformance, zulily grew more than 16% with growth in every product category but Jewelry (less than 4% of revenues). A growing portion of the revenue improvement was driven by increasing ecommerce acceptance, which has been positively impacted by consumers' inability or unwillingness to shop at physical retail locations. This was especially true for Cornerstone, where a 32% increase in ecommerce was a primary driver in its overall 14% revenue growth. Secular Evolution and Challenges: U.S. retailers continue to be pressured by increasing ecommerce competition and the shift to lower priced alternatives. Qurate should be relatively well positioned to compete in this environment given its position as the leading global video commerce retailer and top ten North American ecommerce retailer. This was especially apparent during 2Q20. Fitch takes comfort from management's aggressive focus on addressing its challenges and believes the 'BB' rating remains defensible. Operational Focus: Fitch believes Qurate's aggressive focus on improving operations is positive, and believes the 'BB' rating should remain defensible despite the increased leverage from the preferred share issuance. Significant changes in zulily's senior management appear to have succeded. QxH's network optimization plan is expected to be completed by late 2020, improving customer fulfilment and margins. In 1H20, the company did not make any share buybacks and repaid $525 million of secured debt, which reduced Fitch calculated leverage at QVC to 2.2x, comfortably inside the negative rating sensitivities for the rating category. Fitch's expectations of continued consolidation synergies should keep leverage within the rating sensitivities. HSN Consolidation Synergies: Following HSN's integration, Qurate identified $370 million to $400 million in cost savings to be realized by 2022 ($160 million realized through Dec. 31, 2019, in line with Fitch estimates). Fitch's rating case estimates Qurate will achieve approximately 93% ($360 million) of the range's midpoint. Fitch's estimates are based on varying expectations for synergy realizations based on the category and scope of the expected expense cuts, the probability of realizing reductions within each category, and typical industry expense cut realizations. Although Qurate stated they expect to realize revenue synergies, they have not disclosed an expected range, nor has Fitch included any benefits in its rating case. Business Model: Qurate's unique business model continues to support its rating. The company focuses on creating customer engagement through direct-to-consumer social engagement on its leading video platform and Internet and mobile platforms in an attempt to differentiate itself from most brick-and-mortar or transactional ecommerce platforms. However, the model's strength was tested in fiscal 2019, and the company may have difficulty in reasserting those strengths in the face of competitive pressures and economic uncertainty over the near term. Share Repurchase: Fitch's rating case assumes Qurate will fund its ongoing share repurchase program with a mix of FCF and debt issuance at QVC, which maintains a stated target net leverage of 2.5x. However, Fitch expects share repurchases will remain depressed in fiscal 2020, as the company continues to focus on internal investment. Thereafter, Fitch expects QVC will issue debt under the additional capacity created by EBITDA growth, resulting primarily from consolidation synergies, and remain within Fitch's rating sensitivities. Ratings Are Linked: Fitch links Qurate, Liberty and QVC's Long-Term IDRs in accordance with its criteria. The Qurate's IDR, its wholly owned subsidiary Liberty, and its indirect, wholly owned subsidiary QVC, reflect the consolidated legal entity/obligor credit profile and parent subsidiary relationships. Although Fitch does not believe Qurate would spin out QVC, Fitch would review the rating in that event. QVC Debt Ratings: Fitch rates QVC's senior secured credit facility and senior secured notes 'BBB-', two notches higher than the IDR. The secured issue rating reflects what Fitch believes QVC's standalone ratings would be. In addition, all of QVC's existing and future secured debt is secured by QVC's stock and guaranteed by QVC's material domestic subsidiaries. Finally, QVC's secured debt is structurally senior to Liberty's unsecured debt. ESG - Governance: Qurate, Liberty and QVC all have ESG Relevance Scores of '4' for Group Structure due to complexity and related-party transactions, which have a negative impact on the credit profiles and are relevant to the ratings in conjunction with other factors. DERIVATION SUMMARY Qurate is well positioned within the retail sector given its loyal customer base, with nearly 90% of sales generated by repeat and reactivated customers and an increasing global ecommerce presence, which generated $13.5 billion of net revenues for fiscal 2019. It offers a wide variety of consumer products, marketed and sold primarily by merchandise-focused televised shopping programs distributed to more than 380 million households daily, and internet and mobile applications. The inclusion of HSN into QVC further solidifies the company's position as the largest provider of television retailing and a leading multimedia retailer. Kohl's Corporation's ratings (BBB-/Negative) reflect its position as the second largest department store in the U.S. and Fitch's expectation that the company should be able to able to accelerate market share gains post the discretionary downturn. Kohl's, Nordstrom and Macy's continue to invest aggressively in their businesses while maintaining healthy cash flow. These retailers have well developed omni-channel strategies, with online sales contributing close to 25% of total revenue (over 30% at Nordstrom), which should benefit their top-line as retail sales continue to move online. Kohl's off-mall real estate footprint provides some insulation from mall traffic challenges. Macy's Inc.'s ratings (BB/Negative) continue to reflect its position as the largest department store chain in the U.S. and Fitch's view of a prolonged timeframe for the company's operating trajectory to stabilize on a lower EBITDA base, given weak mall traffic and heightened competition from alternate channels that include online and off-price. Dillard's ratings (BB/Negative) consider its strong liquidity and minimal debt maturities, with adjusted debt/EBITDAR expected to return to the 2x range in 2021. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer -- Low single-digit revenue improvement in 2020 and 2021 as positive operating performance drivers continue into 2021; -- Flat to low single digit revenue growth thereafter; -- Almost 200 bp of margin improvement by 2023 due primarily to the full realization of $362 million of run rate synergies as adjusted by Fitch net of $90 million of severance and restructuring costs; -- Capital intensity remains in the low 2.0% range as Qurate makes the necessary capital investments to consolidate HSN and grow the business; -- FCF generation grows from $349 million in 2020 (after $633 million one-time dividend) to $1.3 billion in 2023 due primarily to the realization of cost synergies; -- Shareholder returns remain soft in 2020 and then grow annually funded with FCF and debt issuance at QVC; -- Qurate's pro forma lease adjusted debt to operating EBITDAR returns to around 3.5x by 2021 and remains in the mid-3.0 range; -- QVC's total debt with equity credit to pro forma operating EBITDA remains below 2.0x over the rating horizon. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Qurate returns to sustained operating improvement, including positive revenue and EBITDA margin improvement, while QVC's total debt with equity credit to EBITDA remains below 2.5x and Liberty's total adjusted debt to EBITDAR remains around 3.5x; -- If Liberty were to manage to more conservative leverage targets. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- If Liberty's leverage does not exhibit movement towards 3.5x within 12 to 18 months; -- If financial policy changes, including more aggressive leverage targets or weakened bondholder protection; -- If there are unexpected revenue declines in excess of 10% that materially drive declines in EBITDA and FCF, and result in Liberty's total adjusted debt to EBITDAR exceeding 3.5x and/or QVC's leverage exceeding 2.5x in the absence of a credible plan to reduce leverage. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Liquidity is adequate: Fitch believes QVC's liquidity will be sufficient to support operations and its expansion into other markets. Fitch expects near-term debt repayment, acquisitions and share buybacks to be a primary use of FCF. Fitch expects Qurate to generate FCF of approximately $1 billion annually over the rating horizon. Fitch recognizes that in the event of a liquidity strain at Liberty, QVC could provide funding to support debt service via intercompany loans. Qurate's consolidated liquidity as of June 30, 2020 included $948 million in readily available cash and full availability under QVC's $2.95 billion revolving credit facility due in December 2023. Fitch notes that on Feb. 4, 2020, the company reduced its revolving credit to $2.95 billion from $3.65 billion, concurrent with a February 2020 bond issuance. QVC's maturities are manageable, with no near-term maturities until 2023 when $750 million of QVC notes mature (pro forma for the repayment of the $500 million of 2022 notes at QVC with the proposed issuance). Qurate also lists $1.2 billion of near-term maturities that are only classified as near term because Liberty does not own the underlying shares needed to redeem the debentures. However, Liberty has no intention or requirement to redeem them in the near term, and maturities range from 2029 to 2046. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Qurate Retail, Inc.: Group Structure: 4 Except for the matters discussed, the highest level of ESG credit relevance, if present, is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity(ies), either due to their nature or the way in which they are being managed by the entity(ies). QVC INC: S&P Rates New Secured Notes Due 2028 'BB+' --------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating to QVC Inc.'s (subsidiary of video commerce and online retailer Qurate Retail Inc.) proposed secured notes due 2028. The recovery rating is '1', reflecting its expectation of very high (90%-100%; rounded estimate 90%) recovery in event of a payment default. S&P expected the company to use the net proceeds to repurchase its $500 million 5.125% secured notes due 2022. The tender offer is not conditioned upon any minimum amount of the 2022 notes being tendered, and S&P understood QVC has the right to redeem any 2022 notes not tendered. S&P anticipated the transaction will be leverage-neutral and it extends the company's debt maturity profile. S&P's 'BB-' issuer credit rating and negative outlook on Qurate are unchanged. All other ratings are also unchanged. Qurate is seizing its better-than-expected second quarter 2020 results as a lever to increase shareholder returns while operating conditions remain what S&P considers challenging in the retail sector. On the heels of a 10% increase in revenues and a 21% growth in operating income for the period, the company announced a two-prong shareholder return plan S&P views as negative for credit quality. The company plans to pay an approximately $633 million special dividends to common stockholders using generated cash flows and proceeds from asset sales. It also expects to distribute approximately $1.3 billion of preferred stock in the second half of 2020 to shareholders, which S&P will include in its calculation of adjusted debt due to the terms of the preferred equity. The preferred stock will pay an 8% cash dividend each quarter, which will reduce the company's cash flows. S&P continues to monitor the company's performance in the pandemic-induced difficult operating environment. In the second quarter, Qurate benefited from higher demand for home-related products and strong new customer growth, which helped to offset softness in apparel and jewelry. "We believe demand for home-related products could taper as spending for shelter-in-place improvement levels off. We maintain our view of the company's liquidity as adequate, with an undrawn $2.9 billion revolver and $948 million cash balances as of June 30, 2020," S&P said. RAMON I. RODRIGUEZ: Raybec Buying NAPA Heights Lot 1 for $3.25M --------------------------------------------------------------- Ramon I. Rodriguez asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the private sale of a 48-unit apartment complex at 601 Lindberg, McAllen, Hidalgo County, Texas, known as "Napa Apartments," legally described as NAPA Heights Lot 1, to Raybec Investment Co., Ltd. for $3.25 million. Objections, if any, must be filed within 21 days from the date the Motion was served. The will propose a Plan of Reorganization that involves the sale of his properties and the properties in which the estate owns substantial interest to pay his creditors. He files the Motion out of an abundance of caution, to sell the Napa Heights Lot 1 which is owned by a non-filing limited liability company (Texdom Investments, LLC), in which he owns a substantial interest. Texdom is an active Texas limited liability company. The Debtor owns 45% of the member interest in Texdom; his non-filing spouse owns 45%-member interest, and a third party owns 10%-member interest. Texdom owns the NAPA Heights Lot 1. Lone Star National Bank holds a lien against the Property to secure indebtedness to Lone Star National Bank of approximately $2.95 Million, secured by a Deed of Trust lien on the property, the IRS is owed approximately $830,000 secured by federal tax liens in Hidalgo County, Texas and OG Construction has a secured lien for approximately $241,000. The Debtor received a written all cash offer from the Buyer to purchase the Property for $3.25 million with a $25,000 earnest money deposit, with the Seller to pay title policy expense. It is the best feasible offer the Debtor has received for the Property. The parties have executed their Commercial Contract-Improved Property. The contract provides that Buyer has a feasibility period that only begins to run when the Court approves the sale. It is in the estate's best interest to close the sale as soon as possible. The Debtor's estate is funding a shortfall of approximately $9,000 in operations of the Property each month. The Debtor moves the Court for an Order to sell the Property out of an abundance of caution because the Court's Order Employing Realtor provides that the sale of the Property would be subject to the approval of the Court. Further, the interests of the other owners of Texdom and lienholders of the Property are given notice. Current property taxes will be prorated. It is estimated that the sales price will pay 2020 ad valorem taxes prorated, payoff Lone Star National Bank, pay the realtor's commissions, but will probably not be enough to pay O.G. Construction its lien in full or the IRS on its federal tax lien. The IRS also has its federal tax lien on the Debtor's Fredericksburg property and the Nerea property. OG has a judgment lien on the Fredericksburg property, and that property is in negotiations to sell to the FAA. The sale of the NAPA apartments will greatly benefit the estate in that it will eliminate the Debtor’s continued financial infusion of approximately $9,000 per month to keep the apartment mortgage and expenses current. The sale is a private sale, arms'-length, to a non-insider. The Debtor asks the Court to waive the stay provided under FRBP 6004(h). A copy of the Agreement is available at https://tinyurl.com/y6bt5pu6 from PacerMonitor.com free of charge. Ramon I. Rodriguez sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 20-70051) on Feb. 1, 2020. The Debtor tapped John Stephen, Esq., as counsel. RED ROSE: Seeks Approval to Expand Scope of Conway's Employment --------------------------------------------------------------- Red Rose, Inc. and its affiliates have filed a motion seeking approval from the U.S. Bankruptcy Court for the District of Nevada to expand the scope of Conway MacKenzie Management Services, LLC's employment. The motion seeks to modify the court's previous order, which approved the employment of Conway MacKenzie and the appointment of Jeffrey Perea, the firm's managing director, as chief restructuring officer for Petersen-Dean, Inc., Red Rose's parent company. The court order was issued in Petersen-Dean's Chapter 11 case. A court approval of the motion would allow Red Rose and its affiliates to hire Conway MacKenzie, appoint Mr. Perea as CRO, and utilize professionals from the firm's affiliate, Riveron Consulting, LLC, to provide tax and fresh start accounting services. Conway MacKenzie said it will follow the same compensation structure and charge each of Petersen-Dean's subsidiaries the same hourly rates set forth in its initial engagement agreement with the company. Under the agreement, Mr. Perea charges $680 per hour for his services. The hourly rates for the firm's senior associates and directors who serve as temporary staff range from $455 to $495 while the hourly rates for managing and senior managing directors range from $630 to $835. Conway MacKenzie can be reached through: Jeffrey Perea Conway MacKenzie Management Services, LLC 401 S Old Woodward Ave, Ste 340 Birmingham, MI 48009 Telephone: (213) 416-6200 Email: JPerea@ConwayMacKenzie.com About Red Rose Inc. Red Rose, Inc., its affiliates and its parent company Petersen-Dean Inc., a full-service, privately-held roofing and solar company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 20-12814) on June 11, 2020. At the time of the filing, Red Rose and Petersen-Dean each disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Mike K. Nakagawa oversees the cases. Debtors are represented by Fox Rothschild, LLP. Epiq Corporate Restructuring, LLC is Debtors' claims and noticing agent. The U.S. Trustee for Region 17 appointed a committee of unsecured creditors on June 27, 2020. The committee has tapped Brown Rudnick, LLP and Schwartz Law, PLLC as its legal counsel, and GlassRatner Advisory & Capital Group, LLC as its financial advisor. REMARK HOLDINGS: Incurs $9.8 Million Net Loss in Second Quarter --------------------------------------------------------------- Remark Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $9.82 million on $2.30 million of revenue for the three months ended June 30, 2020, compared to a net loss of $2.77 million on $2.86 million of revenue for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $12.24 million on $2.73 million of revenue compared to a net loss of $11.63 million on $4.07 million of revenue for the same period during the prior year. As of June 30, 2020, the Company had $23.08 million in total assets, $30.52 million in total liabilities, and a total stockholders' deficit of $7.44 million. "The second quarter of 2020 was highlighted by the initial rollout of our AI-powered thermal imaging solutions for the U.S. market that generated $1.1 million in revenue during its introduction. With China now emerging from post-COVID-19 lockdowns, we anticipate growth on both sides of the Pacific moving forward," noted Kai-Shing Tao, chairman and chief executive officer of Remark Holdings. "During the quarter we also successfully recapitalized our balance sheet by paying off over $13 million of debt and liabilities, while also ending the quarter with over $10 million of cash. These funds will help fuel our growth domestically and abroad as we grow our team, services and solutions." At June 30, 2020, the cash and cash equivalents balance was $10.2 million, compared to a cash position of $0.3 million at Dec. 31, 2019. Cash increased primarily due to $32.1 million in proceeds from common stock issuances, which increase was partially offset by use of the proceeds to make debt principal repayments of $13.3 million, to make other liability payments and to generally operate the business. "Our U.S. thermal business is off to a great start. We are seeing the momentum started in our second quarter carrying into our third quarter, and initial orders are leading to many new and large opportunities in various industries. Our ownership in Sharecare continues to grow more valuable each quarter, especially in light of Teladoc Health's recent acquisition of Livongo Health for $18.5 billion, which validates Sharecare's strategy of creating a platform versus a point solution. Finally, we expect our businesses to grow as the world's economies recover and reopen. Our AI-powered solutions are proven, tested and live," concluded Mr. Tao. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1368365/000136836520000060/mark-20200630.htm About Remark Holdings Remark Holdings, Inc. (NASDAQ: MARK) -- http://www.remarkholdings.com-- delivers an integrated suite of AI solutions that enable businesses and organizations to solve problems, reduce risk and deliver positive outcomes. The company's easy-to-install AI products are being rolled out in a wide range of applications within the retail, financial, public safety and workplace arenas. The company also owns and operates digital media properties that deliver relevant, dynamic content and ecommerce solutions. The company is headquartered in Las Vegas, Nevada, with additional operations in Los Angeles, California and in Beijing, Shanghai, Chengdu and Hangzhou, China. As of March 31, 2020, the Company had $12 million in total assets, $37.27 million in total liabilities, and a total stockholders' deficit of $25.27 million. Cherry Bekaert LLP, in Atlanta, Georgia, the Company's auditor since 2011, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities and has a negative working capital and a stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. REMINGTON OUTDOOR: Hires Burr & Forman as Counsel ------------------------------------------------- Remington Outdoor Company, Inc., and its affiliated debtors seek authority from the United States Bankruptcy Court for the Northern District of Alabama to hire Burr & Forman LLP as their counsel. Burr & Forman will have responsibility for counseling and representing the Debtors in connection with general bankruptcy administration in these chapter 11 cases as well as general corporate, finance, litigation, conflicts, employee benefits, labor, tax, customer issues, vendor issues, insurance, and assisting the Debtors on matters relating to local bankruptcy custom and practice. The firm's hourly rates are: Partners $420 - $620 Associates $350 - $390 Legal Assistants $260 Derek F. Meek, a partner of Burr & Forman, attests that the firm does not hold or represent any interest adverse to the Debtors or to their bankruptcy estates, and Burr & Forman is a "disinterested person" as that term is defined in Sec. 101(14) of the Bankruptcy Code, as modified by Sec. 1107(b) of the Bankruptcy Code. The firm can be reached through: Derek F. Meek, Esq. Hanna Lahr, Esq. BURR & FORMAN LLP 420 20th Street North, Suite 3400 Birmingham, AL 35203 Tel: (205) 251-3000 Fax: (205) 458-5100 Email: dmeek@burr.com hlahr@burr.com About Remington Outdoor Company Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. Remington Outdoor Company, Inc., and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. The petitions were signed by Ken D'Arcy, chief executive officer. At the time of filing, the Debtors estimated $100 million to $500 million in both assets and liabilities. Stephen H. Warren, Esq. and Karen Rinehart, Esq. at O'MELVENY & MYERS LLP represent the Debtors as general bankruptcy counsel. Derek F. Meek, Esq. and Hanna Lahr, Esq. at BURR & FORMAN LLP stand as the Debtors' local counsel. AKIN GUMP STRAUSS HAUER & FELD LLP is the Advisor to the Restructuring Committee. M-III ADVISORY PARTNERS, LP is the Debtors' financial advisor, while DUCERA PARTNERS LLC, stands as the Debtors' investment banker. PRIME CLERK LLC is the Debtors' notice, claims & balloting agent. REMINGTON OUTDOOR: Hires Ducera Partners as Investment Banker ------------------------------------------------------------- Remington Outdoor Company, Inc., and its affiliated debtors seek authority from the United States Bankruptcy Court for the Northern District of Alabama to hire Ducera Partners LLC as their investment banker. Services to be rendered by Ducera are: (a) General Investment Banking Services, which may include: (1) becoming familiar with the business, operations, financial condition, and capital structure of the Debtors; (2) assisting with the development of financial data and presentations to the Debtors and the Board of Directors of the Debtors (the Board), various creditors, and other parties; (3) analyzing the Debtors' financial liquidity and evaluating alternatives to improve such liquidity; (4) assisting with the evaluation of the Debtors' valuation, debt capacity and alternative capital structures in light of its projected cash flow; and (5) providing such other advisory services as are customarily provided in connection with the analysis and negotiation of any of the Transactions, including, without limitation, any testimony in connection with the foregoing. (b) Restructuring Services, which may include: (1) analyzing various Restructuring scenarios and the potential impact of these scenarios on the value of the Debtors and the recoveries of those stakeholders impacted by the Restructuring; (2) providing strategic advice with regard to Restructuring or refinancing the Debtors’ existing obligations; (3) providing financial advice and assistance to the Debtors in developing a Restructuring; (4) providing financial advice and assistance to the Debtors in structuring any new securities to be issued under a Restructuring; (5) assisting the Debtors and/or participating in negotiations with entities or groups affected by the Restructuring; and (6) providing any required testimony in connection with the foregoing. (c) Transaction Services, which may include: (1) providing financial advice to the Debtors in structuring, evaluating and effectuating a Transaction, identifying potential counterparties and, if requested, contacting and soliciting potential counterparties; (2) assisting with the arrangement and execution of a Transaction, including identifying potential counterparties or parties in interest, assisting in the due diligence process, and negotiating the terms of any proposed Transaction; (3) providing strategic advice to the Debtors in connection with the evaluation of, and responses to, activist shareholder action; and (4) providing any testimony in connection with the foregoing. (d) Financing Services, which may include: (1) providing financial advice to the Debtors in connection with the structure and effectuation of a Financing (as defined in the Engagement Agreement), identifying potential investor and, at the Debtors’ request, contacting and soliciting such investors; (2) assisting with the arrangement of a Financing, including identifying potential sources of capital, assisting in the due diligence process, and negotiating the terms of any proposed Financing; and (3) providing any testimony in connection with the foregoing. Ducera will be compensated as follows: (a) Monthly Advisory Fee. In connection with the provision of general investment banking services, the Debtors have agreed to pay Ducera a nonrefundable monthly cash fee of $150,000 due a payable each month during the engagement. (b) Restructuring Fee. In connection with the provision of Restructuring services, the Debtors have agreed to pay Ducera a restructuring fee of $3,500,000 earned and payable upon consummation of a Restructuring for the Debtors. (c) Transaction Fee. In connection with the provision of Transaction services, the Debtors have agreed to pay Ducera a transaction fee equal to 1.75 percent of the proceeds received by the Debtors' estates payable upon the consummation of any Transaction. (d) Financing Fee. In connection with the provision of Financing services, the Debtors have agreed to pay Ducera a financing fee, which shall be earned upon commitment and payable upon the closing or termination of such Financing, equal to: (i) 1.5% of the face amount of any senior secured debt raised by the Debtors, including, but not limited to, debtor-in-possession Financing, revolving credit and asset backed lending facilities, and exit Financing, provided that the Financing Fee shall be no less than $500,000; and (ii) 3.5% of the face amount of any unsecured debt or equity raised by the Debtors in connection with a Restructuring or Transaction. Bradley C. Meyer, partner at Ducera, attests that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code and referenced by section 328(c) of the Bankruptcy Code, and holds no interest materially adverse to the Debtors, their creditors, and shareholders for the matters for which it is to be employed. The firm can be reached through: Bradley C. Meyer Ducera Partners LLC 499 Park Ave. New York, NY 10022 Phone: +1 212-671-9700 About Remington Outdoor Company Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. Remington Outdoor Company, Inc., and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. The petitions were signed by Ken D'Arcy, chief executive officer. At the time of filing, the Debtors estimated $100 million to $500 million in both assets and liabilities. Stephen H. Warren, Esq. and Karen Rinehart, Esq. at O'MELVENY & MYERS LLP represent the Debtors as general bankruptcy counsel. Derek F. Meek, Esq. and Hanna Lahr, Esq. at BURR & FORMAN LLP stand as the Debtors' local counsel. AKIN GUMP STRAUSS HAUER & FELD LLP is the Advisor to the Restructuring Committee. M-III ADVISORY PARTNERS, LP is the Debtors' financial advisor, while DUCERA PARTNERS LLC, stands as the Debtors' investment banker. PRIME CLERK LLC is the Debtors' notice, claims & balloting agent. REMINGTON OUTDOOR: Hires M-III Advisory as Financial Advisor ------------------------------------------------------------ Remington Outdoor Company, Inc., and its affiliated debtors seek authority from the United States Bankruptcy Court for the Northern District of Alabama to hire M-III Advisory Partners, LP, as their financial advisor. The Debtors require M-III Advisory to: -- assist the Debtors in the development and administration of its short-term cash flow forecasting, budgeting and related methodologies, as well as its cash management planning; -- assist the Debtors in connection with preparation for and conduct of a reorganization process, including, without limitation, (i) development of restructuring plans and strategic alternatives intended to maximize the enterprise value and (ii) development and presentation of any related forecasts and monthly operating plans and results that may be required by creditor constituencies in connection with negotiations or by the Debtors for other corporate purposes; -- assist the Debtors in obtaining and presenting such information as may be required by the parties in interest to these Chapter 11 Cases and the bankruptcy process, including any creditors' committees and the Court, with such information to include, among other things, budgets and financial models required in connection with any debtor-in-possession financing to be obtained by the Debtors; -- assist the professionals who are representing the Debtors in the reorganization process or who are working for the Debtors various stakeholders to coordinate their efforts and individual work product in order to be consistent with the Debtors' overall restructuring goals; -- assist, if required, the Debtors in communications and negotiations with its outside constituents, including creditors, trade vendors and their respective advisors; -- provide such other services as are reasonable and customary for a financial advisor in connection with the administration and prosecution of a bankruptcy proceeding; and -- provide such additional services as M-III and the Debtors shall otherwise agree in writing. M-III Advisory's current standard U.S. hourly rates are: Managing Partner $1,150 Managing Director $900 - $1,025 Director $725 - $825 Vice President $650 Senior Associate $550 Associate $475 Analyst $375 Colin M. Adams, managing director at M-III Advisory, attests that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates. The firm can be reached through: Colin M. Adams M-III Advisory Partners, LP 130 West 42nd Street, 17th Floor New York, NY 10036 Phone: (212) 716-1491 About Remington Outdoor Company Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. Remington Outdoor Company, Inc., and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. The petitions were signed by Ken D'Arcy, chief executive officer. At the time of filing, the Debtors estimated $100 million to $500 million in both assets and liabilities. Stephen H. Warren, Esq. and Karen Rinehart, Esq. at O'MELVENY & MYERS LLP represent the Debtors as general bankruptcy counsel. Derek F. Meek, Esq. and Hanna Lahr, Esq. at BURR & FORMAN LLP stand as the Debtors' local counsel. AKIN GUMP STRAUSS HAUER & FELD LLP is the Advisor to the Restructuring Committee. M-III ADVISORY PARTNERS, LP is the Debtors' financial advisor, while DUCERA PARTNERS LLC, stands as the Debtors' investment banker. PRIME CLERK LLC is the Debtors' notice, claims & balloting agent. REMINGTON OUTDOOR: Hires O'Melveny & Myers as Legal Counsel ----------------------------------------------------------- Remington Outdoor Company, Inc., and its affiliated debtors seek authority from the United States Bankruptcy Court for the Northern District of Alabama to hire O'Melveny & Myers LLP as their legal counsel. The professional services that O'Melveny will render are: (a) advise the Debtors of their rights, powers, and duties as debtors and debtors in possession in the management and operation of their businesses; (b) prepare on behalf of the Debtors all necessary and appropriate applications, motions, draft orders, other pleadings, notices, schedules, and other documents, and reviewing all financial and other reports to be filed in these Chapter 11 Cases; (c) advise the Debtors on, and preparing responses to, applications, motions, other pleadings, notices, and other papers that may be filed and served in these Chapter 11 Cases; (d) advise the Debtors on actions that they might take to collect and recover property for the benefit of their estates; (e) advise the Debtors on executory contracts and unexpired lease assumptions, assignments, and rejections; (f) assist the Debtors in reviewing, estimating, and resolving any claims asserted against their estates; (g) advise the Debtors in connection with potential sales of assets; (h) commence and conduct litigation necessary or appropriate to assert rights held by the Debtors, protect assets of their estates, or otherwise further the goals of the Debtors' restructuring; (i) assist the Debtors in obtaining the Court's approval of the post-petition debtor in possession financing facilities; (j) attend meetings and representing the Debtors in negotiations with representatives of creditors and other parties in interest; (k) advise the Debtors on tax matters; (l) advise and assisting the Debtors in connection with the preparation, solicitation, confirmation, and consummation of a chapter 11 plan; and (m) perform all other necessary legal services in connection with these Chapter 11 Cases and other general corporate matters concerning the Debtors' businesses. O'Melveny's current hourly rates are: Partners $995 to $1,555 Other attorneys $545 to $995 Paraprofessionals $180 to $415 Administrative support staff $45 to $90 O'Melveny is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates, according to court filings. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Stephen H. Warren, Esq., a senior partner at O'Melveny made the following disclosures: (a) O'Melveny has not agreed to a variation of its standard or customary billing arrangements for representing the Debtors during their Chapter 11 Cases. Notwithstanding the terms of its pre-existing retention agreement with the Debtors, O'Melveny has previously accepted certain voluntary discounts or reductions from its billed charges in its discretion. These courtesy discounts or reductions were not terms of O'Melveny’s engagement letter with the Debtors. (b) None of O'Melveny's professionals included in this engagement have varied their rate based on the geographic location of these Chapter 11 Cases. (c) O'Melveny represented the Debtors in the two years prior to the petition date. Except as noted above, the billing rates and material financial terms in connection with such representation have not changed post-petition other than due to annual and customary firm-wide adjustments to O'Melveny's hourly rates in the ordinary course of O'Melveny's business. The firm can be reached through: Stephen H. Warren, Esq. Karen Rinehart, Esq. O'MELVENY & MYERS LLP 400 South Hope Street Los Angeles, CA 90071-2899 Tel: (213) 430-6000 Fax: (213) 430-6407 Email: swarren@omm.com krinehart@omm.com About Remington Outdoor Company Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. Remington Outdoor Company, Inc., and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. The petitions were signed by Ken D'Arcy, chief executive officer. At the time of filing, the Debtors estimated $100 million to $500 million in both assets and liabilities. Stephen H. Warren, Esq. and Karen Rinehart, Esq. at O'MELVENY & MYERS LLP represent the Debtors as general bankruptcy counsel. Derek F. Meek, Esq. and Hanna Lahr, Esq. at BURR & FORMAN LLP stand as the Debtors' local counsel. AKIN GUMP STRAUSS HAUER & FELD LLP is the Advisor to the Restructuring Committee. M-III ADVISORY PARTNERS, LP is the Debtors' financial advisor, while DUCERA PARTNERS LLC, stands as the Debtors' investment banker. PRIME CLERK LLC is the Debtors' notice, claims & balloting agent. REMINGTON OUTDOOR: Taps Prime Clerk as Claims Agent --------------------------------------------------- Remington Outdoor Company, Inc., and its affiliated debtors seek authority from the United States Bankruptcy Court for the Northern District of Alabama to hire Prime Clerk LLC as their claims, noticing and solicitation agent. Prime Clerk will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Debtor's Chapter 11 case. The professionals designated to provide services to the Debtors will be paid at these hourly rates: Analyst $30-$50 Technology Consultant $35-$95 Consultant/Senior Consultant $65-$165 Director $175-$195 Chief Operating Officer No charge Executive Vice President No charge Solicitation Consultant $190 Director of Solicitation $210 Prior to the petition date, the Debtors provided Prime Clerk an advance in the amount of $50,000. Benjamin J. Steele, vice president of Prime Clark LLC, that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Benjamin J. Steele Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Direct: (212) 257-5490 Mobile: 646-240-7821 Email: bsteele@primeclerk.com About Remington Outdoor Company Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. Remington Outdoor Company, Inc., and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. The petitions were signed by Ken D'Arcy, chief executive officer. At the time of filing, the Debtors estimated $100 million to $500 million in both assets and liabilities. Stephen H. Warren, Esq. and Karen Rinehart, Esq. at O'MELVENY & MYERS LLP represent the Debtors as general bankruptcy counsel. Derek F. Meek, Esq. and Hanna Lahr, Esq. at BURR & FORMAN LLP stand as the Debtors' local counsel. AKIN GUMP STRAUSS HAUER & FELD LLP is the Advisor to the Restructuring Committee. M-III ADVISORY PARTNERS, LP is the Debtors' financial advisor, while DUCERA PARTNERS LLC, stands as the Debtors' investment banker. PRIME CLERK LLC is the Debtors' notice, claims & balloting agent. RGN-GROUP HOLDINGS: Case Summary & Unsecured Creditors ------------------------------------------------------ Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- RGN-Group Holdings, LLC 20-11961 3000 Kellway Drive Suite 140 Carrollton, TX 75006 RGN-National Business Centers, LLC 20-11962 H Work, LLC 20-11963 The Debtors will move for joint administration of their cases for procedural purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure under the case number assigned to the chapter 11 case of RGN-Group Holdings, LLC. Business Description: The Debtors are primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: August 17, 2020 Court: United States Bankruptcy Court District of Delaware Debtors' Counsel: Patrick A. Jackson, Esq. FAEGRE DRINKER BIDDLE & REATH LLP 222 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Tel: (302) 467-4200 Email: Patrick.Jackson@faegredrinker.com Debtors' Financial Advisor: ALIXPARTNERS Debtors' Restructuring Advisors: DUFF & PHELPS, LLC Debtors' Claims/ Noticing Agent: EPIQ CORPORATE RESTRUCTURING, LLC Total Total Assets Liabilities (as of Dec. 31, 2019) (as of Dec. 31, 2019) --------------------- -------------------- RGN-Group Holdings $1,005,956,000 $946,016,000 RGN-National $33,697,000 $11,023,000 H Work $19,640,000 $13,608,000 The petitions were signed by James S. Feltman, responsible officer. RGN-Group Holdings filed an empty list of its 20 largest unsecured creditors. H Work listed Amerimar Intl Plaza II Management Co LLC as its sole unsecured creditor holding a claim of $1,072. List of RGN-National's Three Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Jemals Uline LLC Leasehold $203,164 PO Box 823973 Philadelphia, PA, USA 19182-3973 2. Thoits Bros, Inc. Leasehold $59,577 629 Emerson St. PO Box 21 Palo Alto, CA, USA, 94302 3. BRE HH Property Owner LLC Trade $4,807 Bldg ID: 26392 PO Box 209259 Austin, TX, USA, 78720-9259 Email: andrew.lahr@cbre.com; losangeles.howardhughes@regus.com Copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EHOLPTQ/RGN-Group_Holdings_LLC__debke-20-11961__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/ENRZCQA/RGN-National_Business_Centers__debke-20-11962__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/EUQVXVI/H_Work_LLC__debke-20-11963__0001.0.pdf?mcid=tGE4TAMA ROCHESTER DRUG: Maguire Buying Rochester Assets for $3.3 Million ---------------------------------------------------------------- Rochester Drug Co-Operative, Inc. filed with the U.S. Bankruptcy Court for the Western District of New York a notice of its proposed bidding procedures in connection with the sale of (i) the real property improved by a distribution facility and a parking lot located at 50 Jet View Drive, Rochester, New York; and (ii) the machinery, equipment, furnishings, and fixtures located at the Rochester Real Property, to Maguire Family Properties, Inc. for $3,283,500, subject to the terms of their Purchase and Sale Agreement dated as of June 12, 2020, as amended on July 2, 2020 and on July 10, 202, subject to higher and better offers. The Debtor estimates that, as of the day of the filing of the Sale Motion, its pre-petition liabilities aggregate approximately $152,632,140, including (i) approximately $14,632,141 owed to the Lenders to that certain Amended and Restated Credit Facility Agreement dated Dec. 10, 2014 and M&T Bank, in its capacities as Agent, Arranger, Swingline Lender and Letter of Credit Issuer to the Lenders ("Secured Parties"); (ii) $10 million,000 owed to the United States under a Deferred Prosecution Agreement and a Settlement Agreement dated April 23, 2019; (iii) an allowed $55 million general unsecured claim in favor of the USA; and (iv) unsecured claims totaling approximately $73 million. The Debtor is the owner of the Purchased Assets. The facility is totaling 10.82 acres improved by a 61,000 square foot distribution facility constructed in 2001. The cellular communications tower and related equipment located on the portion of the Rochester Real Property subject to the Ground Lease are owned by Sprint Spectrum or its sublessee and are not among the Purchased Assets proposed to be sold to the Purchaser. The Debtor estimates that, as of the day of the filing of the Sale Motion, its pre-petition liabilities aggregate approximately $103 million including (i) approximately $22 million owed to the Lenders to that certain Amended and Restated Credit Facility Agreement dated Dec. 10, 2014 and M&T Bank, in its capacities as Agent, Arranger, Swingline Lender and Letter of Credit Issuer to the Lenders; (ii) $10 million owed to the United States under a Deferred Prosecution Agreement and a Settlement Agreement dated April 23, 2019, and (iii) unsecured claims totaling approximately $73 million. As part of its effort to address its financial situation, the Debtor has marketed the Purchased Assets for sale since April 2020. On April 21, 2020, the Debtor retained CBRE, Inc., a diversified real estate consulting and advisory firm, to market the Purchased Assets to prospective purchasers. On June 12, 2020, the Debtor entered into the Purchase Agreement pursuant to which the Purchaser sought to acquire the Purchased Assets for a purchase price of $3.4 million. The Purchase Agreement was amended on July 2, 2020 to extend the Inspection Period to July 23, 2020 and was amended again on July 10, 2020 to reduce the purchase price to $3,283,500 to reflect an adjustment for the equipment to be purchased and to identify certain equipment excluded from the sale. The Purchase Agreement is contingent upon the property being conveyed free and clear of Liens, and the Purchaser seeks to be designated as the "Stalking Horse Bidder" and enjoy certain related bid protections. The Purchase Agreement also contemplates the assumption and assignment of the Ground Lease to the Purchaser and is subject to higher and better offers and to the approval of the Court. In an effort to ensure that the highest value is obtained for the Purchased Assets, the Debtor proposes that the Bidding Procedures, which are intended to maximize the value of the Purchased Assets, should govern the submission of competing bids for the Purchased Assets. The salient terms of the Bidding Procedures are: a. Bid Deadline: Aug. 28, 2020 at 4:00 p.m. (ET) b. Initial Bid: A purchase offer exceeding the Purchase Price by $115,670: The Break-Up Fee ($65,670), plus $50,000, Initial Qualified Overbid c. Deposit: $250,000 d. Auction: If one or more Qualified Bids, other than the Purchaser's, are received by the Debtor, a telephonic Auction will be held on Sept. 2, 2020 at 10:00 a.m. (ET), or such other date and time as the Debtor will notify all Qualified Bidders who have submitted Qualified Bids with respect to the Purchased Assets. e. Bid Increments: $50,000 f. Sale Hearing: Sept. 11, 2020 at 1:30 p.m. (ET) g. Sale Objection Deadline: Sept. 8, 2020 h. Break-Up Fee: $65,670, which is 2% of the Purchase Price The Ground Lease to which the Debtor, as lessor, and Sprint Spectrum, as lessee, are parties concerns a small portion of the Rochester Real Property ("Cell Tower Property") upon which a cellular communications tower and related equipment owned by Sprint Spectrum is located. The Ground Lease is dated July 8, 1997, is for a term of 25 years and currently expires on July 7, 2022. Upon information and belief, Sprint Spectrum is currently subleasing the Cell Tower Property to an affiliate of Crown Castle International Corp. The Debtor has evaluated the Ground Lease in the context of the Bankruptcy Code. In the exercise of its business judgment, and due to the desire of the Purchaser to own the Purchased Assets immediately upon a closing of the sale, assumption and assignment of the Ground Lease to the Purchaser is beneficial to the Debtor’s estate and creditors because it enhances the overall desirability to the Purchaser of the Purchased Assets. The Debtor, therefore, asks to assume the Ground Lease, and assign it to the Purchaser pursuant to the terms of the Purchase Agreement. The Debtor, as lessor, is not currently obligated to any party for any amount under the Ground Lease. Accordingly, there are no cure amounts due any party. Therefore, the Debtor asks the Court to approve the proposed notice procedures. The Debtor proposes to serve the Notice of Auction and Sale Hearing upon all designated parties not later than three business days after entry of the Bidding Procedure Order. The Debtor proposes to serve the Notice of Assumption and Assignment upon the Notice of Assumption and Assignment not later than three business days after entry of the Bidding Procedures Order. To preserve the value of the Debtor's estate and limit the costs of administering and preserving the Purchased Assets, it is critical that the Debtor implement the Bidding Procedures as soon as possible and have the option to close the sale of the Purchased Assets as soon as possible after all closing conditions have been met or waived. Accordingly, the Debtor respectfully asks that the Court waives the 14-day stay period under Bankruptcy Rule 6004(h). A hearing on the Motion is set for Aug. 14, 2020 at 11:00 a.m. The Objection Deadline is Aug. 11, 2020. A copy of the Bidding Procedures and the Agreement is available at https://tinyurl.com/yccf78qx from PacerMonitor.com free of charge. About Rochester Drug Co-Operative Rochester Drug Cooperative, Inc. is an independently owned New York cooperative corporation formed in 1905 and incorporated in 1948 with a principal office and place of business located at 50 Jet View Drive, Rochester, New York 14624. Its principal business is to warehouse, merchandise, and then distribute, on a cooperative basis, drugs, pharmaceutical supplies, medical equipment and other merchandise commonly sold in drug stores, pharmacies, health and beauty stores, and durable medical equipment business. It is a wholesale regional drug cooperative that operates as both a buying cooperative and a traditional drug distribution company created for the purpose of helping independent pharmacies compete in the current healthcare environment. Rochester Drug Cooperative sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-20230) on March 12, 2020. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Paul R. Warren is the case judge. The Debtor tapped Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, as counsel, and Epiq Corporate Restructuring, LLC as the claims and noticing agent. ROCKSTAR REMODELING: Taps Blaise C. Bender as Accountant -------------------------------------------------------- Rockstar Remodeling and Diamond Decks, LLC received approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Blaise C. Bender, P.C. as its accountant. The firm's services include the preparation and filing of Texas franchise tax and 2018 and 2019 Form 1099 amendments, and assistance with accounting issues relating to Debtor's business operations. The firm will be paid at the flat rate of $200 per hour. Blase Bender, a certified public accountant, disclosed in court filings that her firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Blaise C. Bender, CPA Blaise C. Bender, P.C. P.O. Box 90893 San Antonio, TX 78209-9092 Telephone: (210) 824-1184 Facsimile: (210) 568-6405 Email: bcbc@earthlink.net About Rockstar Remodeling and Diamond Decks Rockstar Remodeling and Diamond Decks, LLC, a San Antonio, Texas-based company that provides construction services, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 20-50997) on May 27, 2020. Donald Ferguson, managing member of Rockstar Remodeling Trust, signed the petition. At the time of the filing, Debtor was estimated to have assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Craig A. Gargotta oversees the case. Debtor has tapped James S. Wilkins, P.C. as its legal counsel, Plunkett Griesenbeck & Mimari, Inc. as special counsel, and Blaise C. Bender, P.C. as accountant. SAN REMIGIO: Unsecureds Will be Paid 100% of Claims --------------------------------------------------- San Remigio, LLC filed a Plan of Reorganization and a Chapter 11 Disclosure Statement. The fair market value of Debtor's asset is $591,698. Class 5: The secured claim of Lindsey Clark, Diana Clark, Kathy Jennings, Albert Paredes, Ester Estrada, Manuela Vicinaiz, and Miguel Vicinaiz in the amount of $123,630. This class is impaired. Debtor will pay the $93,500 plus interest of 4.25% per annum, accrued on all unpaid principal, by paying Lindsey Clark, Diana Clark, Kathy Jennings, Albert Paredes, Ester Estrada, Manuela Vicinaiz, and Miguel Vicinaiz thirty-six (36) monthly payments of $2,771. Class 6: The unsecured claim of Brownsville Public Utilities Board [Claim 1] in the amount of $1,808 consists of utility bills. This class is impaired. Debtor shall pay this $1,808 within 45 days of confirmation. Class 7: Equity Interests. This Class consists of the equity interest held in the Debtor by (i) Manuel Cangas with 33.3% ownership, (ii) Roberto Tarancon with 33.3% ownership, and (iii) Yuneisy Macias with 33.3% ownership. The shareholders will retain their 100% interest in the Debtor. The Holders of Equity Interest in the Debtor shall retain their interests, but shall not receive any payments or distributions on account of those interests until all senior classes are paid in full. The Debtor's projected average monthly net income is $5,703. This monthly income is sufficient to pay the projected Plan Payment of $5,357. A full-text copy of the Plan of Reorganization and Chapter 11 Disclosure Statement dated July 6, 2020, is available at https://tinyurl.com/y8fgx5wk from PacerMonitor.com at no charge. Attorneys for the Debtor: Enrique J. Solana Texas Bar No. 24066114 Fed. Bar No. 948435 LAW OFFICE OF ENRIQUE J. SOLANA, PLLC 914 E. Van Buren Street Brownsville, Texas 78520 (956) 544-2345 (956) 550-0641- FAX Email: enrique@solanapllc.com About San Remigio LLC San Remigio, LLC, a company based in Brownsville, Texas, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-10008) on Jan. 7, 2020. At the time of the filing, the Debtor had estimated assets of between $500,001 and $1 million and liabilities of between $100,001 and $500,000. Judge Eduardo V. Rodriguez oversees the case. Enrique J Solana, PLLC, is the Debtor's legal counsel. SAND CASTLE: Hires Fisher Auction and Century 21 as Auctioneer -------------------------------------------------------------- Sand Castle South Timeshare Owners Association, Inc., seeks authority from the U.S. Bankruptcy Court for the District of South Carolina to employ Fisher Auction Company and Century 21 - The Harrelson Group, Inc. as auctioneer and broker. The association proposes to use Fisher and C21 to conduct an online auction sale od the condominiums, pursuant to which auction bids must be for a purchase price in an amount greater than the Stalking Horse Bid, and the allowed expense reimbursement of for the Stalking Horse Bidder. The auctioneer and broker are to receive payment of their advertising-marketing expenses, estimated to be approximately $18,0000. In addition, a fee of 7 percent of the sale price will be charges to and paid by the buyer, as a buyer's premium added to the purchase price paid by the buyer. The buyer's premium will be divided as follows: a. Fisher will receive 2 percent of the final bid price as its earned fee. b. C21 will receive 2 percent of the final bid price as its earned fee. c. A buyer's brokers will receive 2 percent of the final bid price as its earned fee. If there is no buyer's broker, Fisher and C21 will receive the 2 percent of the final bid price as an additional earned fee. d. The association will receive 1 percent of the final bid price to help reimburse it for the marketing campaign funds it advanced. Fisher and C21 are "disinterested persons" as defined in 11 U.S.C. Sec. 101(14), and do not hold any interest adverse to the Debtor's estate. The auctioneers can be reached at: Lamar Fisher FISHER AUCTION COMPANY, INC. 2112 East Atlantic Blvd. Pompano Beach, FL 33062 Tel: (954) 942-0917 -- and -- Greg Harrelson Century 21 - The Harrelson Group, Inc. 4210 River Oaks Drive, Suite 5 Myrtle Beach, SC 29579 Tel: 843-457-7816 Email: gregharrelson@gmail.com About Sand Castle South Timeshare Owners Association Sand Castle South Timeshare Owners Association, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.S.C. Case No. 19-02764) on May 22, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Julio E. Mendoza, Jr., Esq., at Nexsen Pruet LLC. SANUWAVE HEALTH: Closes Acquisition of Celularity Wound Care Assets ------------------------------------------------------------------- SANUWAVE Health, Inc., has completed the acquisition of the wound care assets of Celularity, consisting of the UltraMIST Ultrasound Healing Therapy assets and partnership rights for Celularity's wound care biologic products. The funding for the acquisition consisted of a mix of funded term debt, a seller note, and equity in the form of a private placement. The private placement generated gross proceeds of approximately $24 million through the issuance of 119,125,000 shares of common stock and accompanying warrants to purchase up to an equal number of shares of common stock at a purchase price of $0.20 per share of common stock and accompanying warrants. The warrants will be exercisable immediately at an exercise price of $0.25 per share and will expire three years after the date of issuance. Over 60% of the private placement was purchased by existing investors and insiders, and the remainder was purchased by certain healthcare focused institutional and accredited investors. H.C Wainwright & Co. acted as the exclusive placement agent for the private placement. Lake Street Capital Markets acted as financial advisor for the acquisition and the private placement. William Blair & Company acted as the sole placement agent of the debt financing. The acquisition is expected to be a transformative event for SANUWAVE and represents a strategically and financially compelling growth opportunity for the company. The transaction broadens SANUWAVE's addressable market and combines two highly complementary energy transfer technologies with two biologic skin substitute products to create a platform of scale with an end-to-end product offering in the advanced wound care market. Furthermore, it uniquely positions SANUWAVE to address the entire advanced wound care patient pathway from the initial stages of treatment to closure. The treatment combination of the UltraMIST and the dermaPACE System creates a significant opportunity to demonstrate improved patient outcomes over the current standard of care, initially for diabetic foot ulcers and across all wound indications in the future. About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is a shockwave technology company initially focused on the development and commercialization of patented noninvasive, biological response activating devices for the repair and regeneration of skin, musculoskeletal tissue and vascular structures. SANUWAVE's portfolio of regenerative medicine products and product candidates activate biologic signaling and angiogenic responses, producing new vascularization and microcirculatory improvement, which helps restore the body's normal healing processes and regeneration. SANUWAVE applies its patented PACE technology in wound healing, orthopedic/spine, plastic/cosmetic and cardiac conditions. Its lead product candidate for the global wound care market, dermaPACE, is US FDA cleared for the treatment of Diabetic Foot Ulcers. The device is also CE Marked throughout Europe and has device license approval for the treatment of the skin and subcutaneous soft tissue in Canada, South Korea, Australia and New Zealand. SANUWAVE researches, designs, manufactures, markets and services its products worldwide, and believes it has demonstrated that its technology is safe and effective in stimulating healing in chronic conditions of the foot (plantar fasciitis) and the elbow (lateral epicondylitis) through its U.S. Class III PMA approved OssaTron device, as well as stimulating bone and chronic tendonitis regeneration in the musculoskeletal environment through the utilization of its OssaTron, Evotron and orthoPACE devices in Europe, Asia and Asia/Pacific. In addition, there are license/partnership opportunities for SANUWAVE's shockwave technology for non-medical uses, including energy, water, food and industrial markets. SANUWAVE reported a net loss of $10.43 million for the year ended Dec. 31, 2019, compared to a net loss of $11.63 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $3.41 million in total assets, $15.78 million in total liabilities, $2.25 million in redeemable preferred stock, series C convertible, $200,000 in redeemable preferred stock, series D convertible, and a total stockholders' deficit of $14.82 million. Marcum LLP, in New York, NY, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SANUWAVE HEALTH: Incurs $3.6 Million Net Loss in Second Quarter --------------------------------------------------------------- SANUWAVE Health, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $3.63 million on $83,301 of total revenues for the three months ended June 30, 2020, compared to a net loss of $2.73 million on $316,976 of total revenues for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $6.63 million on $231,893 of total revenues compared to a net loss of $4.93 million on $494,939 of total revenues for the same period during the prior year. As of June 30, 2020, the Company had $3.41 million in total assets, $15.78 million in total liabilities, $2.25 million in redeemable preferred stock, series C convertible, $200,000 in redeemable preferred stock, series D convertible, and a total stockholders' deficit of $14.82 million. The Company does not currently generate significant recurring revenue and will require additional capital during 2020. As of June 30, 2020, the Company had cash and cash equivalents of $430,606. For the six months ended June 30, 2020, the net cash used by operating activities was $4,511,968. The operating losses and the events of default on the Company's short term notes payable and the notes payable, related parties raised substantial doubt about the Company's ability to continue as a going concern for a period of at least twelve months from the filing of this report. Management is currently evaluating the impact on cash flows of the Company's acquisition of certain assets of Celularity Inc. SANUWAVE said, "The continuation of the Company's business is dependent upon raising additional capital to fund operations. Management's plans are to obtain additional capital through investments by strategic partners for market opportunities, which may include strategic partnerships or licensing arrangements, or raise capital through the issuance of common or preferred stock, securities convertible into common stock, or secured or unsecured debt. These possibilities, to the extent available, may be on terms that result in significant dilution to the Company's existing shareholders. Although no assurances can be given, management of the Company believes that potential additional issuances of equity or other potential financing transactions as discussed above should provide the necessary funding for the Company to continue as a going concern. If these efforts are unsuccessful, the Company may be forced to seek relief through a filing under the U.S. Bankruptcy Code." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1417663/000165495420009200/snwv_10q.htm About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is a shockwave technology company initially focused on the development and commercialization of patented noninvasive, biological response activating devices for the repair and regeneration of skin, musculoskeletal tissue and vascular structures. SANUWAVE's portfolio of regenerative medicine products and product candidates activate biologic signaling and angiogenic responses, producing new vascularization and microcirculatory improvement, which helps restore the body's normal healing processes and regeneration. SANUWAVE applies its patented PACE technology in wound healing, orthopedic/spine, plastic/cosmetic and cardiac conditions. Its lead product candidate for the global wound care market, dermaPACE, is US FDA cleared for the treatment of Diabetic Foot Ulcers. The device is also CE Marked throughout Europe and has device license approval for the treatment of the skin and subcutaneous soft tissue in Canada, South Korea, Australia and New Zealand. SANUWAVE researches, designs, manufactures, markets and services its products worldwide, and believes it has demonstrated that its technology is safe and effective in stimulating healing in chronic conditions of the foot (plantar fasciitis) and the elbow (lateral epicondylitis) through its U.S. Class III PMA approved OssaTron device, as well as stimulating bone and chronic tendonitis regeneration in the musculoskeletal environment through the utilization of its OssaTron, Evotron and orthoPACE devices in Europe, Asia and Asia/Pacific. In addition, there are license/partnership opportunities for SANUWAVE's shockwave technology for non-medical uses, including energy, water, food and industrial markets. SANUWAVE reported a net loss of $10.43 million for the year ended Dec. 31, 2019, compared to a net loss of $11.63 million for the year ended Dec. 31, 2018. As of March 31, 2020, SANUWAVE had $3.12 million in total assets, $13.43 million in total liabilities, $2.25 million in redeemable preferred stock, and a total stockholders' deficit of $12.56 million. Marcum LLP, in New York, NY, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SERVICE PAINTING: Wins Confirmation of Plan ------------------------------------------- Judge Eric L. Frank has ordered that the Amended Plan of Reorganization filed by Service Painting, Inc., is confirmed pursuant to 1129(b) of the Bankruptcy Code. The Debtor, as proponent of the Plan, has burden of proving the elements of subsection (a) of Sec. 1129 the Bankruptcy Code by a preponderance of the evidence and the Debtor has met that burden as further found and determined herein. The Plan and its provisions will be binding upon the Debtor and any holder of a claim, whether or not the claim of such creditor is impaired under the Plan and whether or not such creditor has accepted the Plan. Except as otherwise provided in the Plan, the confirmation of the Plan vests all the property of the estate in the Debtor. Amendments to the Plan are as set forth in the attached Exhibit "A". A copy of the Plan Confirmation Order is available at https://is.gd/7mayT5 About Service Painting Service Painting, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-16843) on Oct. 13, 2018. At the time of the filing, the Debtor was estimated to have assets of less than $1 million and liabilities of less than $1 million. Judge Eric L. Frank oversees the case. The Debtor tapped Kurtzman Steady, LLC, as its legal counsel. STONEWALL MOTORS: Seeks to Hire Thomas Chandler as Accountant ------------------------------------------------------------- Stonewall Motors, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Joseph B. Bodenheimer and the firm of Thomas, Chandler, Thomas & Hinshaw, LLP as its accountant. The accountant will assist and provide services relating to payroll and tax report preparation, corporate tax return preparation and consultation with Debtor attorney relative to information necessary for completion of the Plan and Disclosure Statement. Mr. Bodenheimer, proposes to charge the Debtor, $1,500 for preparing Debtor's corporate tax returns, $110 per hour for services rendered to the estate from Mr. Bodenheimer, $150 per hour for services rendered to the estate for Partner, $50 per hour for Tax Associates, and no more than $180 per month for monthly payroll processing. Mr. Bodenheimer assures the court that he has no interest adverse to the Debtor or the estate in matters upon which he is to be engaged. The accountant can be reached through: Joseph B. Bodenheimer Thomas, Chandler, Thomas & Hinshaw, LLP 750 Cairn Circle Burlington, NC 27217 Phone: (336) 214-7035 Email: joe.bodenheimer@gmail.com About Stonewall Motors Stonewall Motors, Inc., a company based in Graham, North Carolina, filed a Chapter 11 bankruptcy petition (Bankr. M.D.N.C. Case No. 20-10497) on June 1, 2020, listing under $1 million in both assets and liabilities. Ivey, McClellan, Gatton & Siegmund, LLP is the Debtor's bankruptcy counsel. STURBRIDGE YANKEE: Official Committee Objects to Disclosures ------------------------------------------------------------ The Official Committee of Unsecured Creditors for Sturbridge Yankee Workshop Corporation submitted an objection to the Disclosure Statement for the Debtor's Plan of Reorganization. According to Committee, the Debtor's Disclosure Statement does not contain "adequate information" as required by Section 1125(b) of the Bankruptcy Code. The Committee asserts that the Approval of the Disclosure Statement should be denied because it fails to provide the quantity and quality of information required by section 1125 of the Bankruptcy Code. Committee points out that the Disclosure Statement lacks adequate information explaining the Debtor’s projections and liquidation analysis. Committee further points out that the Debtor’s failure to provide raw information and accounting and valuation methods prevents the hypothetical investor from accurately gauging the feasibility and viability of the Plan. Committee complains that the Disclosure Statement and Plan do not account for claims that the estate should pursue. According to Committee, the Disclosure Statement does not include any discussion about why any beneficiaries are entitled to an exculpation and what consideration, if any, is being provided in return. Committee asserts that the Debtor is a cash business financially controlled and operated by its insiders and serves no commercial purpose other than to ship products (that it presumably does not manufacture) to its customers either directly or through third parties. Committee points out that the Debtor seems to pay all of the expenses of SREC under its triple net lease, including its mortgage, insurance, taxes, building improvements, and utilities, but it’s unclear what SREC does or benefit it provides to the Debtor. According to Committee, the Disclosure Statement should not be approved because the plan cannot be confirmed under section 1129 of the bankruptcy code. Committee asserts that the Debtor’s Disclosure Statement should not be approved because the Plan does not meet the “best interests of creditors test” and violates the absolute priority rule. Committee points out that the Disclosure Statement, Plan, and information provided by the Debtor is not adequate to allow creditors to properly evaluate the Plan’s feasibility, Debtor’s liquidation analysis, or proposed distributions to determine which results are “in the best interests of creditors.” By its counsel: Roma N. Desai Kaitlyn M. Husar BERNSTEIN, SHUR, SAWYER & NELSON, P.A P.O. Box 9729 Portland, ME 04104 Tel: (207) 774-1200 rdesai@bernsteinshur.com khusar@bernsteinshur.com About Sturbridge Yankee Workshop Sturbridge Yankee Workshop Corporation, a company that offers furniture and home decor items, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 20-20043) on Feb. 14, 2020. At the time of the filing, the Debtor had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge Peter G. Cary oversees the case. David C. Johnson, Esq., at Marcus Clegg, is the Debtor's legal counsel. SW GOLF: Seeks to Hire Joseph Hayes CPA as Accountant ----------------------------------------------------- SW Golf, LLC, seeks authority from the United States Bankruptcy Court for the District of Arizona to hire Joseph Hayes CPA PC as its accountant. Joseph Hayes will assist the Debtor in the preparation of necessary tax returns, monthly reports, quarterly reports, tpt tax returns, and other appropriate financial materials during the course of its Chapter 11 proceeding. The firm's hourly rates are: Joseph Hayes CPA $ 180 CPA PC Staff $ 70 Mr. Hayes assures the court that does not represent nor hold any interest adverse to the Debtor and its estate. The accountant can be reached through: Joseph Hayes, CPA Joseph Hayes CPA PC 139 W Cottonwood Ln Casa Grande, AZ 85122 Phone: (520) 836-2871 About SW Golf, LLC SW Golf, LLC -- www.hungrybuffalo.com -- owns and operates a restaurant in Logan, Ohio. SW Golf, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-07328) on June 18, 2020. In the petition signed by Robert "Scott" Waddle, owner/general manager, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Vincent R. Mayr, Esq. at LEXINGTON LAW FIRM is the Debtor's counsel. SYNCHRONOSS TECHNOLOGIES: Posts $10.2M Net Loss in Second Quarter ----------------------------------------------------------------- Synchronoss Technologies, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss attributable to the company of $10.15 million on $76.53 million of net revenues for the three months ended June 30, 2020, compared to a net loss attributable to the company of $25.03 million on $77.85 million of net revenues for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss attributable to the company of $22.42 million on $153.7 million of net revenues compared to a net loss attributable to the company of $52.62 million on $165.95 million of net revenues for the same period during the prior year. Glenn Lurie, president and chief executive officer, stated, "Synchronoss continued to overcome the many challenges posed by the global pandemic and delivered a solid second quarter. The strength of our customer relationships is highlighted by new wins with some of our largest customers, including the 5-year renewal of our personal cloud contract with Verizon, our largest customer, that we announced this morning in a separate press release. Adjusted EBITDA margins were at the highest level since the fourth quarter of 2018, and free cash flow was $13 million. I am proud of the Synchronoss team as they remained productive and committed to servicing our customers while still working from home, and these results speak to their passion and resilience." David Clark, chief financial officer, added, "Our cost cutting efforts remain on track to deliver $45 million of in-year savings and $55 million of annualized savings. These efforts and execution were one of the main drivers of improved financial results including 62.6 percent adjusted gross margins, 15 percent EBITDA margin, and positive free cash flow of $13 million." As of June 30, 2020, the Company had $521.65 million in total assets, $153.41 million in total current liabilities, $2.16 million in deferred tax liabilities, $16.32 million in deferred revenues, $53.49 million in non-current leases, $3.28 million in other non-current liabilities, $12.50 million in redeemable noncontrolling interest, $218.48 million in series A convertible participating perpetual preferred stock, and $62 million in total stockholders' equity. As of June 30, 2020, the Company's principal sources of liquidity have been cash provided by operations and capital from its revolving credit facility. The Company's cash, cash equivalents, marketable securities and restricted cash balance was $42.8 million at June 30, 2020. Subsequent to June 30, 2020, the Company received a $13.4 million tax refund for the carryback claim filed in the second quarter of 2020. Synchronoss said, "We anticipate that our principal uses of cash, cash equivalents, and marketable securities will be to fund the expansion of our business through both organic growth and the expansion of our customer base. Uses of cash will also include technology expansion, capital expenditures, and working capital. "At June 30, 2020, our non-U.S. subsidiaries held approximately $6.0 million of cash and cash equivalents that are available for use by our operations around the world. At this time, we believe the funds held by all non-U.S. subsidiaries will be permanently reinvested outside of the U.S. However, if these funds were repatriated to the U.S. or used for U.S. operations, certain amounts could be subject to U.S. tax for the incremental amount in excess of the foreign tax paid. Due to the timing and circumstances of repatriation of these earnings, if any, it is not practical to determine the unrecognized deferred tax liability related to the amount. "We believe that our existing cash, cash equivalents, credit facility, and our ability to manage working capital and expected positive cash flows generated from operations in combination with continued expense reductions will be sufficient to fund our operations for the next twelve months from the date of filing based on our current business plans. However, as the impact of the COVID-19 pandemic on the economy and our operations evolves, we will continue to assess our liquidity needs. Given the economic uncertainty as a result of the pandemic, we have taken actions to improve our current liquidity position, including, reducing working capital, reducing operating costs and substantially reducing discretionary spending. Even with these actions however, an extended period of economic disruption as a result of COVID-19 could materially affect our business, results of operations, ability to meet debt covenants, access to sources of liquidity and financial condition." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1131554/000113155420000079/sncr-20200630.htm About Synchronoss Technologies Synchronoss -- http://www.synchronoss.com/-- delivers platforms, products, and solutions including: cloud sync, backup, storage, device set up, content transfer and content engagement for user generated content; advanced, multi-channel messaging peer-to-peer communications and application-to-person commerce solutions; and digital experience management - including digital journey creation, journey design products and IoT systems management technology for Smart Buildings, Smart Cities, etc. Synchronoss reported a net loss attributable to the company of $136.73 million for the year ended Dec. 31, 2019, a net loss attributable to the company of $243.75 million for the year ended Dec. 31, 2018, and a net loss attributable to the company of $109.44 million for the year ended Dec. 31, 2017. THEE TREE HOUSE: Unsecureds Will be Paid in Full in Plan -------------------------------------------------------- Thee Tree House, LLC, filed a Second Amended Disclosure Statement in the Chapter 11 case. The Plan provides for one class of general unsecured creditors, one class of unsecured claims relating to former insiders of the Debtor, and one class representing equity. General, non-insider, unsecured creditors holding allowed claims will receive distributions, which the proponent of the Plan has valued to be paid in full. Former insider claims will receive approximately 15% of their allowed claims ($15,000 in total payments on an estimated $100,000 in allowed claims). This Plan also provides for the payment of administrative and priority claims in full. Class 1 General Unsecured Creditors are impaired. The Debtor proposes to pay allowed Class 1 unsecured claims in full without interest in 20 equal quarterly installments with the initial payment commencing on the 90th day after the Effective Date of the Plan. Class 2- Former Insider Claims are impaired. The Debtor proposes to pay a pot plan paying the allowed Class 2 unsecured claims $15,000 without interest on a pro rata basis in 20 equal quarterly installments with the initial payment commencing on the 90th day after the Effective Date of the Plan. Class 3 - Equity/Membership Interest of the Debtor is impaired. Existing equity will be cancelled and the equity in the reorganized debtor shall be placed in Renier Gobea (12.5%), Keith Goan (12.5%), and Michael Piper (27.5%) respectively in exchange for the cancellation of their claims in the bankruptcy case. Equity of 47.5% will be placed in Thomas Ortiz for his services to the Debtor. The Debtor will fund this Plan through the continued operation and cash flows of its restaurant business, and from proceeds of a loan received under the CARES Act. A full-text copy of the Second Amended Disclosure Statement dated July 6, 2020, is available at https://tinyurl.com/yd93fohf from PacerMonitor.com at no charge. Attorneys for the Debtor: James W. Elliott McIntyre Thanasides Bringgold Elliott Grimaldi Guito & Matthews, P.A 500 E. Kennedy Blvd., Suite 200 Tampa, FL 33602 Tel: (813) 223-0000 Fax: (813) 899-6069 E-mail: james@mcintyrefirm.com About Thee Tree House Thee Tree House, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-11768) on Dec. 13, 2019. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Judge Caryl E. Delano oversees the case. The Debtor is represented by McIntyre Thanasides Bringgold Elliott Grimaldi Guito & Matthews, P.A. TNTMD PA: Court Approves Disclosures and Plan --------------------------------------------- Judge Cynthia C. Jackson has ordered that the TNTMD, P.A.'s Combined Disclosure Statement and Chapter 11 Plan of Reorganization meets the requirements of 1125 and the Disclosure Statement is approved. The Combined Disclosure Statement and Chapter 11 Plan of Reorganization is confirmed. TNTMD, P.A. d/b/a Tillis Eye Care Center, submitted a Combined Disclosure Statement and Chapter 11 Plan of Reorganization. Class 1 (Ameris Bank) is impaired. In full satisfaction of its Class 1 Claims, the Debtor will make monthly payments based upon the terms agreed to the Motion for Approval of Stipulation and Agreement (Doc. No. 48) and Order Approving Compromise. Class 2 (Divergent Capital, Inc.) is impaired. In full satisfaction of its Class 2 Claims, the Debtor will make monthly payments based upon the terms agreed to the Motion for Approval of Stipulation and Agreement (Doc. No. 42) and Order Approving Compromise. Class 4 (General Unsecured Creditors) are impaired. In full satisfaction of Class 4 Claims, the Debtor will pay $3,000 a quarter on a pro rata basis for 60 months. There are no pre-payment penalties on this Class. The Debtor will continue its operations which will cover the required new debt service payments. A full-text copy of the Combined Disclosure Statement and Chapter 11 Plan of Reorganization dated July 6, 2020, is available at https://tinyurl.com/ychabpsp from PacerMonitor.com at no charge. Attorneys for the Debtor: Law Offices of Jason A. Burgess 1855 Mayport Road Atlantic Beach, Florida 32233 (904) 372-4791 About TNTMD, P.A. TNTMD, P.A., operates as a private ophthalmology practice with its operation located in Jacksonville, Florida. The company was formed in 2011. TNTMD, P.A., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 20-00291) on Jan. 29, 2020, disclosing under $1 million in both assets and liabilities. Judge Cynthia C. Jackson oversees the case. The Debtor is represented by Jason A. Burgess, Esq., at the Law Offices of Jason A. Burgess, LLC. TRANSOCEAN INC: Moody's Lowers CFR to Caa3, Outlook Negative ------------------------------------------------------------ Moody's Investors Service downgraded Transocean Inc.'s Corporate Family Rating to Caa3 from Caa1, Probability of Default Rating (PDR) to Caa3-PD from Caa1-PD, and senior unsecured notes rating to C from Caa3. Concurrently, Moody's also downgraded Transocean's senior secured revolving credit facility to B3 from B1, senior secured notes issued by various Transocean's subsidiaries to Caa1 from B2 and previously-issued priority guaranteed senior unsecured notes (PGNs) to Ca from Caa2. Transocean's Speculative Grade Liquidity (SGL) rating was downgraded to SGL-3 from SGL-2. The rating outlook remains negative. On August 10, Transocean announced that it had commenced exchange offers to exchange the existing senior unsecured notes for up to an aggregate principal amount of $750 million of the New Senior Guaranteed notes. Transocean also announced that it executed private exchange agreements relating to approximately $397 million of its 0.5% Exchangeable bonds due 2023 for $238 million of newly issued 2.5% Senior Guaranteed Exchangeable bonds due 2027. [1] In addition to exchanging a portion of the company's debt at a significant discount to par, the Senior Guaranteed Exchangeable bonds and New Senior Guaranteed Notes would structurally subordinate the company's existing PGNs and senior unsecured notes. If consummated in the amounts proposed, the contemplated exchanges will be viewed as distressed exchanges, a form of default under Moody's view. In that event Moody's will append an /LD to the PDR indicating limited default. "Transocean's announcement to engage in the proposed debt exchanges indicates the fundamental challenges its business faces and untenable nature of its capital structure. The oil price collapse following the onset of the coronavirus pandemic poses a substantial challenge for Transocean to improve its cash flow and its weak credit profile, as near-term improvement of offshore fundamentals is unlikely" commented Sreedhar Kona, Moody's senior analyst. "The anticipated gradual erosion of Transocean's liquidity contributed to the downgrade and continued negative outlook." RATING RATIONALE Transocean's downgrade to Caa3 CFR and Caa3-PD PDR reflects the company's rising risk of default in light of its very high financial leverage, diminishing liquidity and Moody's view on overall recovery on the company's debt. The downgrade also considers the challenging offshore drilling fundamentals and limited prospects for the company to improve its cash flow generation and very weak credit metrics. 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 Transocean of the deterioration in credit quality it has triggered, given its exposure to oil prices, which has left it vulnerable to shifts in market demand and sentiment in these unprecedented operating conditions. Moody's expects Transocean to maintain adequate liquidity as reflected in its SGL-3 rating (per its anticipated gradual erosion of its good liquidity reflected in its previous SGL-2 rating), because of its still sizable cash balance and borrowing availability under its credit facility. As of June 30, 2020, the company had $1.5 billion of cash and full availability under its $1.3 billion senior secured revolving credit facility, which Moody's expects will be modestly drawn upon in 2021. The credit agreement contains several financial covenants including maximum debt to capitalization ratio of 0.60:1.00, minimum liquidity of $500 million, minimum guarantee coverage ratio of 3.00x and minimum collateral coverage ratio of 2.10x. Moody's expects the company will remain in compliance with its covenant requirements although cushion for compliance will erode going forward. Asset sales are unlikely, given the market conditions for offshore drilling rigs, but could occur to raise some cash since some of the company's assets are unencumbered. The B3 rating on Transocean's revolving credit facility reflects its superior position in Transocean's capital structure relative to the guaranteed unsecured notes and the unsecured notes, given its security interest in some of Transocean's rigs and strong collateral cushion in the form of a 2.1x collateral coverage ratio covenant requirement. The Guardian Notes, the Pontus Notes, the Poseidon Notes and the Sentry Notes are rated Caa1, two notches above the Caa3 CFR and one notch below the revolver's B3 rating. The Caa1 rating reflects these Notes' respective security interest in only one or two drillships, as applicable, and the cash flow generated from their drilling contracts, and the potential for any residual claims from these Notes to become subordinated to secured claims at Transocean, which has provided unsecured guarantee to these notes. The Ca rating on PGNs is one notch below the Caa3 CFR, reflecting the secured debt previously issued, the to be issued New Senior Guaranteed notes (unrated) and the Senior Guaranteed Exchangeable bonds (unrated), to which the PGNs are structurally subordinated. The PGNs are senior to the unsecured notes and have a priority claim, because of the guarantees from certain of Transocean's intermediate holding company subsidiaries, effectively giving these notes a priority claim to the assets held by Transocean's operating and other subsidiaries compared to Transocean's remaining senior unsecured notes. Transocean's remaining senior unsecured notes are rated C, reflecting their lack of security or subsidiary guarantees, leaving them at the bottom of the capital structure in terms of priority. The rating outlook is negative, reflecting the continued oversupply of deepwater and ultra-deepwater rigs reducing the likelihood of sufficient dayrate improvement and increase in cash flow for Transocean. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Transocean's ratings could be downgraded if Moody's view on the company's overall debt recovery or specific debt instrument recovery is reduced. An upgrade is unlikely in the near term, absent a substantial recovery in dayrates, increase in cash flow and reduction in financial leverage. If Transocean can achieve sequential increases in EBITDA in an improving offshore drilling market while increasing liquidity, reducing leverage and increasing interest coverage above 1x, an upgrade could be considered. Transocean Inc. is a wholly-owned subsidiary of Transocean Ltd., a leading international offshore drilling contractor operating in every major offshore producing basin around the world. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. Downgrades: Issuer: Transocean Guardian Limited Senior Secured Notes, Downgraded to Caa1 (LGD2) from B2 (LGD2) Issuer: Transocean Inc. Probability of Default Rating, Downgraded to Caa3-PD from Caa1-PD Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Corporate Family Rating, Downgraded to Caa3 from Caa1 Senior Secured Revolving Credit Facility, Downgraded to B3 (LGD2) from B1 (LGD2) Gtd. Senior Unsecured Notes (PGNs), Downgraded to Ca (LGD5) from Caa2 (LGD4) Gtd. Senior Unsecured Notes, Downgraded to C (LGD6) from Caa3 (LGD5) Senior Unsecured Notes, Downgraded to C (LGD6) from Caa3 (LGD5) Issuer: Transocean Pontus Limited Senior Secured Notes, Downgraded to Caa1 (LGD2) from B2 (LGD2) Issuer: Transocean Poseidon Limited Senior Secured Notes, Downgraded to Caa1 (LGD2) from B2 (LGD2) Issuer: Transocean Sentry Limited Senior Secured Notes, Downgraded to Caa1 (LGD2) from B2 (LGD2) Outlook Actions: Issuer: Transocean Guardian Limited Outlook, Remains Negative Issuer: Transocean Inc. Outlook, Remains Negative Issuer: Transocean Pontus Limited Outlook, Remains Negative Issuer: Transocean Poseidon Limited Outlook, Remains Negative Issuer: Transocean Sentry Limited Outlook, Remains Negative TRANSOCEAN LTD: S&P Affirms 'CCC+' Rating on Unsec Guaranteed Debt ------------------------------------------------------------------ S&P Global Ratings affirmed its 'CCC+' issue-level ratings on Transocean Ltd.'s unsecured guaranteed debt and its 'CCC' issue-level ratings on the company's senior unsecured debt and placed nearly all of the unsecured debt ratings on CreditWatch with negative implications following the company's announcement of a comprehensive exchange offer that the rating agency views as distressed (Transocean's unsecured notes due 2020 are not included in the exchange, thus it is not placing them on CreditWatch). The company has offered to exchange up to $750 million in principal value of its senior unsecured guaranteed notes and senior unsecured notes maturing in 2021 or later with new 10% senior guaranteed notes due 2025 and new 11.5% senior guaranteed notes due 2027. The exchange consideration will be between $375 and $825 in new notes per $1,000 of existing principal, including a $50 early exchange premium, with accrued and unpaid interest to be paid in cash on the settlement date. The early exchange deadline is Aug. 21, 2020, and the final exchange deadline is Sept. 4, 2020. If completed, S&P would view these exchanges as distressed and akin to a default because the debtholders will receive less than they were originally promised under the securities, and the company is facing the risk of a conventional default over the next two years. The terms of the offers are (in order of priority of acceptance, all for $1,000 principal of the existing notes, and all including a $50 early exchange premium): -- 6.375% senior notes due 2021 for $825 of 10% senior guaranteed notes due 2025; -- 3.8% senior notes due 2022 for $625 of 10% guaranteed notes due 2025; -- 7.25% senior notes with subsidiary guarantees due 2025 for $425 of 11.5% senior guaranteed notes due 2027; -- 7.5% senior notes with subsidiary guarantees due 2026 for $425 of 11.5% senior guaranteed notes due 2027; -- 8.0% senior notes with subsidiary guarantees due 2027 for $425 of 11.5% senior guaranteed notes due 2027; -- 8.0% debentures due 2027 for $375 of 11.5% senior guaranteed notes due 2027; -- 7.45% senior notes due 2027 for $375 of 11.5% senior guaranteed notes due 2027; -- 7.0% senior notes due 2028 (issued by Global Marine) for $375 of 11.5% senior guaranteed notes due 2027; -- 7.5% senior notes due 2031 for $375 of 11.5% senior guaranteed notes due 2027; -- 6.8% senior notes due 2038 for $375 of 11.5% senior guaranteed notes due 2027; and -- 7.35% senior notes due 2041 for $375 of 11.5% senior guaranteed notes due 2027. "We intend to resolve the CreditWatch around the time of the final settlement date, which we expect will be in early September 2020, when we know exactly which issues are being exchanged. We will likely lower our issue-level rating on all of the notes that are exchanged according to the terms of the offer to 'D'," S&P said. "Our issue-level rating on Transocean's senior unsecured notes due 2020 and our ratings on all of its secured debt remain unchanged because they are not part of the exchange. Our 'SD' issuer credit rating on the company also remains unchanged," the rating agency said. Ratings List Transocean Ltd. Transocean Inc. Issuer Credit Rating SD/--/-- SD/--/-- Ratings Affirmed; CreditWatch Action To From Transocean Inc. Global Marine Inc. Senior Unsecured CCC/Watch Neg CCC Transocean Inc. Senior Unsecured CCC+/Watch Neg CCC+ TRC FARMS: Aung Myo Buying Craven County Property for $64K ---------------------------------------------------------- TRC Farms, Inc., asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the private sale of the real estate and improvements identified as: approximately 33.62 acres and all improvements constructed thereon located at Russell Road, Craven County and more particularly described in the deed description located at Book 3436, Page 719, Tract 2, Tax Parcel 3-031-033, Craven County Registry, North Carolina, to Aung Myo for $64,000. Among the assets owned by the Debtor as of the petition date was the Property. By way of a proposed Contract to Purchas, the Debtor asks authority to sell its interest in the Property by private sale to the Purchaser, for the gross purchase price of $64,000. Per the Contract, the Purchaser will escrow the sum of $1,000 with Mossy Oak Properties. The Debtor asks an order of the Court declaring that the sale of its Property be made free and clear of any and all liens, encumbrances, claims, rights, and other interest, including but not limited to the following: A. Any and all liens and/or security interests in favor of Truist Bank (formerly known Branch Banking and Trust Co.). B. Any and all liens and/or security interests in favor of Harvey Fertilizer and Gas Co. C. Any and all real property taxes due and owing to any City, County or municipal corporation, and more particularly, to the Craven County Tax Collector. D. Any and all remaining interests, liens, encumbrances, rights and claims asserted against the Property, which relate to or arise as a result of a sale of the Property, or which may be asserted against the Buyer of the Property. If any creditor claiming a lien or interest in the Property does not object within the time allowed, then that creditor will be deemed to have consented to the sale of the property free and clear of that creditor's interest. The proceeds of the sale will be subject to (i) a broker's commission in the amount of 5% of gross sales proceeds; and (ii) ordinary closing costs, including existing and pro-rated ad valorem taxes, then to costs and fees, then to holders of valid, perfected liens or interests in the Property, as determined by the Court. A copy of the Contract is available at https://tinyurl.com/y3jzouhy from PacerMonitor.com free of charge. About TRC Farms Inc. TRC Farms, Inc., a privately held company in the livestock farming industry, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. N.C. Case No. 20-00309) on Jan. 23, 2020. In the petition signed by Timmy R. Cox, president, the Debtor disclosed $3,846,275 in assets and $5,412,282 in liabilities. Judge Joseph N. Callaway oversees the case. The Debtor tapped Ayers & Haidt, PA as its legal counsel, and Carr Riggs & Ingram, LLC as its accountant. TRC FARMS: Jones Buying Craven County Property for $42.5K --------------------------------------------------------- TRC Farms, Inc., asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the private sale of approximately 17.45 acres and all improvements constructed thereon located at Russell Road, Craven County, North Carolina, and more particularly described in the deed description located at Book 3351, Page 365, part of Tax Parcel 3-031-032, Craven County Registry, North Carolina, to Duncan Reid Fuller Jones for $42,500. Among the assets owned by the Debtor as of the petition date was the Property. By way of a proposed Contract to Purchas, the Debtor asks authority to sell its interest in the Property by private sale to the Purchaser, for the gross purchase price of $42,500. Per the Contract, the Purchaser will escrow the sum of $500 with Mossy Oak Properties. The Debtor asks an order of the Court declaring that the sale of its Property be made free and clear of any and all liens, encumbrances, claims, rights, and other interest, including but not limited to the following: A. Any and all liens and/or security interests in favor of Truist Bank (formerly known Branch Banking and Trust Co.). B. Any and all liens and/or security interests in favor of Harvey Fertilizer and Gas Co. C. Any and all real property taxes due and owing to any City, County or municipal corporation, and more particularly, to the Craven County Tax Collector. D. Any and all remaining interests, liens, encumbrances, rights and claims asserted against the Property, which relate to or arise as a result of a sale of the Property, or which may be asserted against the Buyer of the Property. If any creditor claiming a lien or interest in the Property does not object within the time allowed, then that creditor will be deemed to have consented to the sale of the property free and clear of that creditor's interest. The proceeds of the sale will be subject to (i) a broker's commission in the amount of 5% of gross sales proceeds; and (ii) ordinary closing costs, including existing and pro-rated ad valorem taxes, then to costs and fees, then to holders of valid, perfected liens or interests in the Property, as determined by the Court. A copy of the Contract is available at https://tinyurl.com/y4fzmx2j from PacerMonitor.com free of charge. About TRC Farms Inc. TRC Farms, Inc., a privately held company in the livestock farming industry, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-00309) on Jan. 23, 2020. In the petition signed by Timmy R. Cox, president, the Debtor disclosed $3,846,275 in assets and $5,412,282 in liabilities. Judge Joseph N. Callaway oversees the case. The Debtor tapped Ayers & Haidt, PA, as its legal counsel, and Carr Riggs & Ingram, LLC, as its accountant. TRC FARMS: Stewart Buying Craven County Property for $46.5K ----------------------------------------------------------- TRC Farms, Inc. asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the private sale of the real estate and improvements identified as: approximately 17.98 acres and all improvements constructed thereon located at Russell Road, Craven County and more particularly described in the deed description located at Book 3436, Page 719, Tract 1, Tax Parcel 3-031-031, Craven County Registry, North Carolina, to Donald Leonard Stewart for $46,500. Among the assets owned by the Debtor as of the petition date was the Property. By way of a proposed Contract to Purchas, the Debtor asks authority to sell its interest in the Property by private sale to the Purchaser, for the gross purchase price of $46,500. Per the Contract, the Purchaser will escrow the sum of $500 with Mossy Oak Properties. The Debtor asks an order of the Court declaring that the sale of its Property be made free and clear of any and all liens, encumbrances, claims, rights, and other interest, including but not limited to the following: A. Any and all liens and/or security interests in favor of Truist Bank (formerly known Branch Banking and Trust Co.). B. Any and all liens and/or security interests in favor of Harvey Fertilizer and Gas Co. C. Any and all real property taxes due and owing to any City, County or municipal corporation, and more particularly, to the Craven County Tax Collector. D. Any and all remaining interests, liens, encumbrances, rights and claims asserted against the Property, which relate to or arise as a result of a sale of the Property, or which may be asserted against the Buyer of the Property. If any creditor claiming a lien or interest in the Property does not object within the time allowed, then that creditor will be deemed to have consented to the sale of the property free and clear of that creditor's interest. The proceeds of the sale will be subject to (i) a broker's commission in the amount of 5% of gross sales proceeds; and (ii) ordinary closing costs, including existing and pro-rated ad valorem taxes, then to costs and fees, then to holders of valid, perfected liens or interests in the Property, as determined by the Court. A copy of the Contract is available at https://tinyurl.com/y2ybdz7s from PacerMonitor.com free of charge. About TRC Farms Inc. TRC Farms, Inc., a privately held company in the livestock farming industry, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-00309) on Jan. 23, 2020. In the petition signed by Timmy R. Cox, president, the Debtor disclosed $3,846,275 in assets and $5,412,282 in liabilities. Judge Joseph N. Callaway oversees the case. The Debtor tapped Ayers & Haidt, PA, as its legal counsel, and Carr Riggs & Ingram, LLC, as its accountant. TRI-POINT OIL: Seeks to Hire Deloitte to Provide Tax Services ------------------------------------------------------------- Tri-Point Oil & Gas Production Systems, LLC and affiliates seek approval from the U.S. Bankruptcy Court for the Souther District of Texas to employ Deloitte Tax LLP to provide tax services. The firm's services include the preparation and filing of Debtors' 2020 federal and state tax returns. Deloitte Tax will be paid at hourly rates as follows: Professional Level Hourly Rates Partner/Principal/Managing Director – Specialist $950 Partner/Principal/Managing Director $855 Senior Manager $765 Manager $645 Senior Associate $535 Associate $435 Scott Magzen, a partner at Deloitte Tax, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Scott D. Magzen Deloitte Tax LLP 1111 Bagby Street, Suite 4500 Houston, TX 77002-2591 About Tri-Point Oil & Gas Production Systems Tri-Point Oil & Gas Production Systems, LLC, and its related entities together form an oil and gas production and processing equipment company headquartered in Houston, Texas. Their services include engineering and design, installation, start-up, and after-market field maintenance to provide custom engineered and configured solutions to upstream and midstream customers. In addition, they provide services including training, on-site service, testing services, and aftermarket maintenance and repair. They also own and operate supply stores located in the Permian Basin, Mid-Continent and Rocky Mountain regions. Visit https://www.tri-pointllc.com for more information. On March 16, 2020, Tri-Point Oil and three affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-31777). In the petitions signed by CEO Jeffrey Martini, Tri-Point Oil was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities. The Hon. David R. Jones is the case judge. Debtors have tapped Porter Hedges LLP as legal counsel, Alixpartners, LLP as financial advisor, and Bankruptcy Management Solutions, Inc. (which conducts business under the name Stretto) as claims agent. PPL Acquisition Group, IV LLC, Myron Bowling Auctioneers Inc., and Great American Global Partners, LLC have also been hired as liquidating agents to conduct the sale of Debtors' estate assets. UNITED METHODIST: U.S Trustee Objects to Disclosure Statement ------------------------------------------------------------- Nancy J. Gargula, the United States Trustee for Region 10 ("U.S. Trustee"), for her objection to The United Methodist Village, Inc. and Village Health Care Management, LLC's Amended Disclosure Statement. The U.S. Trustee asserts that the Disclosure Statement fails to provide adequate information concerning Debtor's gross income and expenses. According to the U.S. Trustee, an analysis of the monthly operating reports actually filed with the Court through and including the end of June 2020, reflect that the Debtors have failed to file the March and April 2020 Reports despite having filed the May 2020 monthly operating report. The U.S. Trustee complains that the Amended Disclosure Statement fails to clearly identify what particular secured creditors will be paid from the proceeds generated by the sale of the various pieces of real estate. The U.S. Trustee points out that the Amended Disclosure Statement fails to provide adequate information concerning a timeline as to when the sale of the real estate may occur and when a distribution will be available to the unsecured creditors following the sale. About The United Methodist Village The United Methodist Village, Inc., a non-profit nursing home in Lawrenceville, Ill., filed for bankruptcy protection under Chapter 11 (Bankr. S.D. Ill. Case No. 19-60046) on Feb. 22, 2019. In the petition signed by Ashli Wesley, administrator, Debtor disclosed $13,779,571 in assets and $7,164,533 in liabilities. Judge Laura K. Grandy oversees the case. The Debtor has tapped Dent Law Office, Ltd. as bankruptcy counsel; Meyer Capel, A Professional Corporation as special counsel; and Svihla & Associates CPAs, LLC, as forensic accountant. V.E.G. INC: Unsecureds Owed $508K Will Not Receive Dividend ----------------------------------------------------------- V.E.G., Inc., submitted a Plan and a Disclosure Statement. Prior to the filing of the bankruptcy petition, Debtor had determined that it was in the best interest of the creditors that the assets of the Debtor be sold and that the proceeds be distributed to the creditors. Because it would be necessary to sell the assets free and clear of all liens and encumbrances and because the maximum recovery for the creditors could be obtained only if the Debtor continued to operate the business so the business stayed open as long as it could. Secured Claims - (CLASS 1). This class is impaired with amount of claim of $1,978,000.00. The loan of 1st Constitution Bank is secured by a first and second mortgage on the real property and a security interest on the personal property located at 572 Cuthbert Boulevard, Haddon Township, New Jersey. This claim will be paid from the sale of the Crystal Lake Diner Property. Class of Secured Judgment Claims - (CLASS 2). This class is impaired with amount of claim of $20,616.45. Secured Judgment Creditors claims are secured by judicial liens which are pre-petition claims in which the creditor obtained a judgment against the Debtor creating a judicial lien against all real estate owned by Debtor. No dividend as claim is rendered unsecured. Class of General Unsecured Claims - (CLASS 4). This class is impaired with a total claims of $508,308. Creditors will not receive dividend. Class of Rejected Leases - (CLASS 5). The lease with Marlin Leasing will be rejected. Class of Rejected Executory Contracts - (CLASS 6). All standby personal guaranties of commercial debts are rejected by the Debtor. CLASS OF INTEREST HOLDERS (CLASS 7). Interest holders are the parties who hold ownership interest (i.e., equity interest) in the Debtor’s property. If the Debtor is a corporation, entities holding preferred or common stock in the Debtor are interest holders. If the Debtor is a partnership, the interest holders include both general and limited partners. If the Debtor is an individual, the Debtor is the interest holder. The funding for this Plan will come from the sale of the real and personal property of the Crystal Lake Diner located at 572 Cuthbert Boulevard, Haddon Township, New Jersey. A full-text copy of the Disclosure Statement dated July 6, 2020, is available at https://tinyurl.com/ycocrdpf from PacerMonitor.com at no charge. Attorney for the Debtor: DINO S. MANTZAS DM6590 701 ROUTE 73 N., SUITE 1 MARLTON, NEW JERSEY 08053 (856) 988-0033 About V.E.G., Inc. V.E.G., Inc. d/b/a Crystal Lake Diner is a privately held company that operates in the food service industry. V.E.G., Inc. filed a Chapter 11 petition (Bankr. D.N.J. Case No. 19-30152) on Oct. 24, 2019. At the time of filing, the Debtor has $1 million to $10 million estimated assets and $1 million to $10 million estimated liabilities. The Hon. Andrew B. Altenburg Jr. oversees the case. Dino S. Mantzas, Esq. of LAW OFFICE OF DINO S. MANTZAS is the Debtor's Counsel. VEA INVESTMENTS: Marrero Buying Orlando Property for $299K ---------------------------------------------------------- VEA Investments, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the real property located at real property located at 6413 Nassau Avenue, Orlando, Florida, to Arley Marrero for $299,000. The Debtor listed on Schedule A the Property. It has entered into a contract for purchase and sale of the Property for $299,000. It believes that $299,000 is the fair market value for the Property. Ronald L. Irwin as Trustee of the Ronald L. Irwin Trust dated July 1, 1989, holds a mortgage from Investment Group Enterprises, LLC, a Florida Limited Company to Ronald R. Irwin Trustee recorded in Instrument Number 20160280027, Public Records of Orange County, Florida in the approximate amount of $151,087 that will be paid at closing. There are outstanding real property taxes that will be paid at closing. Tax Sale Certificates No: 2019-0017525 for year 2018 real property taxes and Tax Sale Certificate No: 2018-0017055 for 2017 to the Certificate Holders and the 2019 real property taxes to Orange County Tax Collector. In addition, the Debtor respectfully asks that the reasonable and necessary costs and expenses of preserving and selling the Property be recovered from the sale proceeds. Such surcharge includes the reasonable costs and attorneys' fees incurred for filing the Motion and conducting the sale, the reasonable costs and attorneys' fees for preserving and administering the Property, and such other costs, attorneys' fees, and expenses that may reasonably be awarded. The Debtor estimates that $30,000 have been and will be incurred in connection with preserving and administering the Property, which sum it proposes to surcharge against the Property. Civic Financial Services, Inc., holds a mortgage recorded in Instrument Number 20160627327; Assigned to HMC Assets, LLC solely in its capacity as separate trustee for Civic Holdings I Trust, by assignment recorded in Instrument Number 20160627328; Further assigned to Wilmington Savings Fund Society, FSB, doing business as Christiana Trust, not in its individual capacity but solely as Certificate Trustee for NRP Mortgage Trust I, by assignment recorded in Instrument Number 20170160511; Further assigned to HMC Assets LLC solely in its capacity as Separate Trustee for Civic Holdings I Trust, by assignment recorded in Instrument Number 20170193476; Further assigned to HMC Assets, LLC solely in its capacity as separate Trustee for Civic NPL Trust by assignment filed in Instrument Number 20170350572, Public Records of Orange County, Florida which encumbers the Property, which will be paid the balance of any proceeds at closing. The Debtor asks the Court's authority to sell the Property free and clear of all liens, claims, encumbrances, and interests, but otherwise "As-Is, Where-Is" and without representations or warranties of any type, express or implied. A copy of the Contract is available at https://tinyurl.com/yccf78qx from PacerMonitor.co free of charge. About VEA Investments VEA Investments LLC owns seven properties in Orlando, Florida, having a total current value of $1.67 million. VEA Investments LLC filed a petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. M.D. Fla. Case No. 19-04148) on June 25, 2019. In the petition signed by Viviana M. Tejada Cruz, managing member, the Debtor estimated $1,677,350 in assets and $1,602,591 in liabilities. Jeffrey Ainsworth, Esq. at Bransonlaw, PLLC, represents the Debtor. VPR BRANDS: Incurs $50K Net Loss in Second Quarter -------------------------------------------------- VPR Brands, LP filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss of $50,354 on $1.21 million of revenues for the three months ended June 30, 2020, compared to a net loss of $188,853 on $1.58 million of revenues for the same period in 2019. For the six months ended June 30, 2020, the Company reported a net loss of $471,944 on $1.80 million of revenues compared to a net loss of $327,537 on $2.90 million of revenues for the nine months ended June 30, 2019. As of June 30, 2020, the Company had $1.11 billion in total assets, $3.26 million in total liabilities, and a total stockholders' deficit of $2.15 million. The Company has an accumulated deficit of $10,250,338 and a working capital deficit of $1,813,672 at June 30, 2020. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its common unit holders, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. The Company said these factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. There is no assurance that the Company will be able to gein the future. VPR stated, "The spread of COVID-19, or another infectious disease, could also negatively affect the operations at our third-party manufacturers, which could result in delays or disruptions in the supply of our products. In addition, we may take temporary precautionary measures intended to help minimize the risk of the virus to our employees, including temporarily requiring all employees to work remotely, suspending all non-essential travel worldwide for our employees, and discouraging employee attendance at industry events and in-person work-related meetings, which could negatively affect our business. "The extent to which COVID-19 impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of COVID-19 and the actions to contain the coronavirus or treat its impact, among others. In particular, the continued spread of the coronavirus globally could adversely impact our operations, including among others, our manufacturing and supply chain, sales and marketing and could have an adverse impact on our business and our financial results. The COVID-19 outbreak is a widespread health crisis that has adversely affected the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and likely impact our operating results. "The Company plans to pursue equity funding to expand its brand. Through debt and equity funding and current operations, the Company expects to meet its current capital needs. There can be no assurance that the Company will be able raise sufficient working capital. If the Company is unable to raise the necessary working capital through the equity funding it will be forced to continue relying on cash from operations in order to satisfy its current working capital needs." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1376231/000089109220009517/e9692-10q.htm About VPR Brands Headquartered in Ft. Lauderdale, FL, VPR Brands -- http://www.VPRBrands.com-- is a technology company whose assets include issued U.S. and Chinese patents for atomization-related products, including technology for medical marijuana vaporizers and electronic cigarette products and components. The Company is also engaged in product development for the vapor or vaping market, including e-liquids, vaporizers and electronic cigarettes (also known as e-cigarettes) which are devices which deliver nicotine and or cannabis and cannabidiol (CBD) through atomization or vaping, and without smoke and other chemical constituents typically found in traditional products. As of Dec. 31, 2019, the Company had $1.27 million in total assets, $2.95 million in total liabilities, and a total partners' deficit of $1.68 million. Prager Metis CPA's LLC, in Hackensack, New Jersey, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 9, 2020, citing that the Company incurred a net loss of $1,179,010 for the year ended Dec. 31, 2019 and has an accumulated deficit of $9,778,394 and a working capital deficit of $1,704,753 at Dec. 31, 2019. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. WALKER MACHINE: Osborne Buying Conex Trailer for $2.2K ------------------------------------------------------ Walker Machine Tool Solutions, Inc., asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the sale of a Conex trailer to Jeff Osborne for $2,200. The sale of the trailer will not adversely affect the creditors in the matter. The sale is fair and reasonable and is subject to the lien of DCR Mortgage Partners IX, LP. About Walker Machine Tool Solutions Walker Machine Tool Solutions, Inc., is in the machine shops business. Walker Machine sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 19-04553) on Nov. 5, 2019. In the petition signed by Ron Walker or Linda Walker, president and secretary, the Debtor disclosed total assets of $1,750,361 and debt of $582,993. The Debtor tapped Stuart M. Maples, Esq., at Maples Law Firm, PC as counsel. WILLIAM HALL STEWART: Falcon Buying Browning Property for $280K --------------------------------------------------------------- William Hall Stewart and Carol Ann Stewart ask the U.S. Bankruptcy Court for the District of Montana to authorize the sale of their real property located in Browning, Glacier County, Montana, legally described as Rosenberger Tract, S10, T32 N,1 R11 W, Block 76, Lot 007 - 011, Acres 4. 47, LTS 7-11 & 20X150 Alley in BLK 76, 80X300 St. Between BLK B6 & 77, LTS 1-8 & 20X300 Alley in BLK 77, PT of 10TH Ave SE S of BLK 77 and Rosenberger Tract S10, T32 N, R11 W, Block 086, Lot 001, LTS 1-6 & PT of 10th Ave SE N of BLK 86, to Falcon Way Investments, LLC for $280,000. The Debtor received a buy/sell offer from the Buyer for the purchase of the Property. They have executed their Buy-Sell Agreement. A sale could close by Dec. 15, 2020, if there is timely Court approval. The Debtor's Chapter 11 Plan of Reorganization calls for the sale of the Property. There is a commission due to the Buyer's agent, Jim Bouma and Clearwater Montana Properties, LLC of 8% on the sale proceeds pursuant to a Consulting Fee Agreement. The Debtor is asking authorization from the Court to pay the fee as part of the closing costs. After costs of sale, including commission, the balance remaining will be paid to Glacier County for property taxes and then to Patricia Lynes whose debt is in the approximate amount of $187,516. The remaining balance will be placed in the Debtor's DIP account to pay administrative claims, and then for operating expenses. If the sale is not timely approved, the Debtor's estate may suffer irreparable harm. If the sale is approved, the existing secured creditors will not be harmed and it will put them in a better debt/asset ratio. All other creditors will benefit as well. Pursuant to F.R.B.P. 6004(h), the Debtor asks that the Order authorizing the sale of the property be effective immediately and not stayed for 14 days. A copy of the Contract is available at https://tinyurl.com/y2ryznjm from PacerMonitor.com free of charge. William Hall Stewart and Carol Ann Stewart sought Chapter 11 protection (Bankr. D. Mont. Case No. 19-60453) on May 13, 2019. The Debtors tapped Gary S. Deschenes, Esq., at Deschenes & Associates, as counsel. 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150.5 IMMUNOGEN INC IMU GR 269.7 (24.5) 150.5 IMMUNOGEN INC IMU TH 269.7 (24.5) 150.5 IMMUNOGEN INC IMGNEUR EU 269.7 (24.5) 150.5 IMMUNOGEN INC IMU GZ 269.7 (24.5) 150.5 IMMUNOGEN INC IMGN* MM 269.7 (24.5) 150.5 IMMUNOGEN INC IMU QT 269.7 (24.5) 150.5 INSEEGO CORP INO QT 211.9 (41.9) 46.8 INSEEGO CORP INO TH 211.9 (41.9) 46.8 INSEEGO CORP INSG US 211.9 (41.9) 46.8 INSEEGO CORP INO GR 211.9 (41.9) 46.8 INSEEGO CORP INSGEUR EU 211.9 (41.9) 46.8 INSEEGO CORP INO GZ 211.9 (41.9) 46.8 INTERCEPT PHARMA ICPT US 637.5 (78.8) 443.1 INTERCEPT PHARMA I4P GR 637.5 (78.8) 443.1 INTERCEPT PHARMA I4P TH 637.5 (78.8) 443.1 INTERCEPT PHARMA I4P QT 637.5 (78.8) 443.1 INTERCEPT PHARMA ICPT* MM 637.5 (78.8) 443.1 IRONWOOD PHARMAC I76 TH 443.5 (36.9) 347.6 IRONWOOD PHARMAC IRWD US 443.5 (36.9) 347.6 IRONWOOD PHARMAC I76 GR 443.5 (36.9) 347.6 IRONWOOD PHARMAC IRWDEUR EU 443.5 (36.9) 347.6 IRONWOOD PHARMAC I76 QT 443.5 (36.9) 347.6 JACK IN THE BOX JBX GR 1,886.7 (827.0) (42.7) JACK IN THE BOX JACK US 1,886.7 (827.0) (42.7) JACK IN THE BOX JACK1EUR EU 1,886.7 (827.0) (42.7) JACK IN THE BOX JBX GZ 1,886.7 (827.0) (42.7) JACK IN THE BOX JBX QT 1,886.7 (827.0) (42.7) JOSEMARIA RESOUR JOSE SS 15.7 (38.0) (49.1) JOSEMARIA RESOUR NGQSEK EU 15.7 (38.0) (49.1) JOSEMARIA RESOUR JOSES EB 15.7 (38.0) (49.1) JOSEMARIA RESOUR JOSES IX 15.7 (38.0) (49.1) JOSEMARIA RESOUR JOSES I2 15.7 (38.0) (49.1) KONTOOR BRAND KTB US 1,572.8 (44.9) 589.1 KONTOOR BRAND 3KO TH 1,572.8 (44.9) 589.1 KONTOOR BRAND 3KO GR 1,572.8 (44.9) 589.1 KONTOOR BRAND KTBEUR EU 1,572.8 (44.9) 589.1 KONTOOR BRAND 3KO QT 1,572.8 (44.9) 589.1 KONTOOR BRAND 3KO GZ 1,572.8 (44.9) 589.1 L BRANDS INC LTD GR 9,439.0 (1,858.0) 166.0 L BRANDS INC LB US 9,439.0 (1,858.0) 166.0 L BRANDS INC LTD TH 9,439.0 (1,858.0) 166.0 L BRANDS INC LBEUR EU 9,439.0 (1,858.0) 166.0 L BRANDS INC LTD SW 9,439.0 (1,858.0) 166.0 L BRANDS INC LBRA AV 9,439.0 (1,858.0) 166.0 L BRANDS INC LB* MM 9,439.0 (1,858.0) 166.0 L BRANDS INC LTD QT 9,439.0 (1,858.0) 166.0 L BRANDS INC-BDR LBRN34 BZ 9,439.0 (1,858.0) 166.0 LENNOX INTL INC LXI GR 2,124.3 (228.9) 280.7 LENNOX INTL INC LII US 2,124.3 (228.9) 280.7 LENNOX INTL INC LII* MM 2,124.3 (228.9) 280.7 LENNOX INTL INC LXI TH 2,124.3 (228.9) 280.7 LENNOX INTL INC LII1EUR EU 2,124.3 (228.9) 280.7 MADISON SQUARE G MSGS US 1,233.8 (203.4) (162.0) MADISON SQUARE G MSG1EUR EU 1,233.8 (203.4) (162.0) MADISON SQUARE G MS8 GR 1,233.8 (203.4) (162.0) MARRIOTT - BDR M1TT34 BZ 25,680.0 (79.0) (2,005.0) MARRIOTT INTL-A MAQ GR 25,680.0 (79.0) (2,005.0) MARRIOTT INTL-A MAR US 25,680.0 (79.0) (2,005.0) MARRIOTT INTL-A MAQ TH 25,680.0 (79.0) (2,005.0) MARRIOTT INTL-A MAQ QT 25,680.0 (79.0) (2,005.0) MARRIOTT INTL-A MAQ SW 25,680.0 (79.0) (2,005.0) MARRIOTT INTL-A MAR AV 25,680.0 (79.0) (2,005.0) MARRIOTT INTL-A MAR TE 25,680.0 (79.0) (2,005.0) MARRIOTT INTL-A MAREUR EU 25,680.0 (79.0) (2,005.0) MARRIOTT INTL-A MAQ GZ 25,680.0 (79.0) (2,005.0) MCDONALD'S CORP TCXMCD AU 49,938.9 (9,463.1) (636.7) MCDONALDS - BDR MCDC34 BZ 49,938.9 (9,463.1) (636.7) MCDONALDS CORP MDO TH 49,938.9 (9,463.1) (636.7) MCDONALDS CORP MCD US 49,938.9 (9,463.1) (636.7) MCDONALDS CORP MCD SW 49,938.9 (9,463.1) (636.7) MCDONALDS CORP MDO GR 49,938.9 (9,463.1) (636.7) MCDONALDS CORP MCD* MM 49,938.9 (9,463.1) (636.7) MCDONALDS CORP MCD TE 49,938.9 (9,463.1) (636.7) MCDONALDS CORP MDO QT 49,938.9 (9,463.1) (636.7) MCDONALDS CORP MCD CI 49,938.9 (9,463.1) (636.7) MCDONALDS CORP MCD AV 49,938.9 (9,463.1) (636.7) MCDONALDS CORP 0R16 LN 49,938.9 (9,463.1) (636.7) MCDONALDS CORP MCDUSD SW 49,938.9 (9,463.1) (636.7) MCDONALDS CORP MCDEUR EU 49,938.9 (9,463.1) (636.7) MCDONALDS CORP MDO GZ 49,938.9 (9,463.1) (636.7) MCDONALDS-CEDEAR MCD AR 49,938.9 (9,463.1) (636.7) MCDONALDS-CEDEAR MCDC AR 49,938.9 (9,463.1) (636.7) MCDONALDS-CEDEAR MCDD AR 49,938.9 (9,463.1) (636.7) MERCER PARK BR-A MRCQF US 411.4 (9.5) 2.9 MERCER PARK BR-A BRND/A/U CN 411.4 (9.5) 2.9 MICHAELS COS INC MIK US 4,307.6 (1,515.4) 347.9 MICHAELS COS INC MIM GR 4,307.6 (1,515.4) 347.9 MICHAELS COS INC MIKEUR EU 4,307.6 (1,515.4) 347.9 MILESTONE MEDICA MMD PW 0.6 (13.9) (13.9) MILESTONE MEDICA MMDPLN EU 0.6 (13.9) (13.9) MONEYGRAM INTERN MGI US 4,417.8 (268.5) (122.3) MOTOROLA SOL-BDR M1SI34 BZ 10,374.0 (815.0) 606.0 MOTOROLA SOL-CED MSI AR 10,374.0 (815.0) 606.0 MOTOROLA SOLUTIO MOT TE 10,374.0 (815.0) 606.0 MOTOROLA SOLUTIO MSI US 10,374.0 (815.0) 606.0 MOTOROLA SOLUTIO MTLA TH 10,374.0 (815.0) 606.0 MOTOROLA SOLUTIO MTLA QT 10,374.0 (815.0) 606.0 MOTOROLA SOLUTIO MTLA GR 10,374.0 (815.0) 606.0 MOTOROLA SOLUTIO MOSI AV 10,374.0 (815.0) 606.0 MOTOROLA SOLUTIO MSI1EUR EU 10,374.0 (815.0) 606.0 MOTOROLA SOLUTIO MTLA GZ 10,374.0 (815.0) 606.0 MSCI INC MSCI US 4,187.4 (310.9) 1,064.9 MSCI INC 3HM GR 4,187.4 (310.9) 1,064.9 MSCI INC 3HM GZ 4,187.4 (310.9) 1,064.9 MSCI INC 3HM SW 4,187.4 (310.9) 1,064.9 MSCI INC 3HM QT 4,187.4 (310.9) 1,064.9 MSCI INC MSCI* MM 4,187.4 (310.9) 1,064.9 MSCI INC-BDR M1SC34 BZ 4,187.4 (310.9) 1,064.9 MSG NETWORKS- A MSGN US 850.8 (552.8) 258.6 MSG NETWORKS- A 1M4 GR 850.8 (552.8) 258.6 MSG NETWORKS- A 1M4 QT 850.8 (552.8) 258.6 MSG NETWORKS- A MSGNEUR EU 850.8 (552.8) 258.6 MSG NETWORKS- A 1M4 TH 850.8 (552.8) 258.6 NANTHEALTH INC NEL TH 214.5 (82.2) 22.2 NANTHEALTH INC NH US 214.5 (82.2) 22.2 NANTHEALTH INC NEL GR 214.5 (82.2) 22.2 NANTHEALTH INC NHEUR EU 214.5 (82.2) 22.2 NATHANS FAMOUS NATH US 102.2 (65.3) 76.4 NATHANS FAMOUS NFA GR 102.2 (65.3) 76.4 NATHANS FAMOUS NATHEUR EU 102.2 (65.3) 76.4 NATIONAL CINEMED NCMI US 1,147.9 (175.0) 214.5 NAVISTAR INTL IHR TH 6,440.0 (3,856.0) 1,842.0 NAVISTAR INTL NAV US 6,440.0 (3,856.0) 1,842.0 NAVISTAR INTL IHR GR 6,440.0 (3,856.0) 1,842.0 NAVISTAR INTL NAVEUR EU 6,440.0 (3,856.0) 1,842.0 NAVISTAR INTL IHR QT 6,440.0 (3,856.0) 1,842.0 NAVISTAR INTL IHR GZ 6,440.0 (3,856.0) 1,842.0 NESCO HOLDINGS I NSCO US 783.2 (40.2) 47.6 NEW ENG RLTY-LP NEN US 294.8 (37.7) - NORTONLIFEL- BDR S1YM34 BZ 6,405.0 (503.0) (598.0) NORTONLIFELOCK I NLOK US 6,405.0 (503.0) (598.0) NORTONLIFELOCK I SYM GR 6,405.0 (503.0) (598.0) NORTONLIFELOCK I SYMC TE 6,405.0 (503.0) (598.0) NORTONLIFELOCK I SYM QT 6,405.0 (503.0) (598.0) NORTONLIFELOCK I SYMC AV 6,405.0 (503.0) (598.0) NORTONLIFELOCK I NLOK* MM 6,405.0 (503.0) (598.0) NORTONLIFELOCK I SYMCEUR EU 6,405.0 (503.0) (598.0) NORTONLIFELOCK I SYM GZ 6,405.0 (503.0) (598.0) NUNZIA PHARMACEU NUNZ US 0.1 (3.2) (2.5) NUTANIX INC - A 0NU GZ 1,773.3 (184.0) 381.8 NUTANIX INC - A 0NU GR 1,773.3 (184.0) 381.8 NUTANIX INC - A NTNXEUR EU 1,773.3 (184.0) 381.8 NUTANIX INC - A 0NU TH 1,773.3 (184.0) 381.8 NUTANIX INC - A 0NU QT 1,773.3 (184.0) 381.8 NUTANIX INC - A NTNX US 1,773.3 (184.0) 381.8 OMEROS CORP OMER US 70.7 (161.3) 0.9 OMEROS CORP 3O8 GR 70.7 (161.3) 0.9 OMEROS CORP 3O8 QT 70.7 (161.3) 0.9 OMEROS CORP 3O8 TH 70.7 (161.3) 0.9 OMEROS CORP OMEREUR EU 70.7 (161.3) 0.9 ONTRAK INC OTRK US 25.0 (30.0) 2.6 ONTRAK INC HY1N GZ 25.0 (30.0) 2.6 ONTRAK INC HY1N GR 25.0 (30.0) 2.6 ONTRAK INC CATSEUR EU 25.0 (30.0) 2.6 OPEN LENDING C-A LPRO US 186.5 (464.3) - OPTIVA INC RE6 GR 91.1 (49.6) 4.5 OPTIVA INC OPT CN 91.1 (49.6) 4.5 OPTIVA INC RKNEF US 91.1 (49.6) 4.5 OPTIVA INC 3230510Q EU 91.1 (49.6) 4.5 OPTIVA INC RKNEUR EU 91.1 (49.6) 4.5 OTIS WORLDWI OTIS US 10,441.0 (3,576.0) 630.0 OTIS WORLDWI 4PG GR 10,441.0 (3,576.0) 630.0 OTIS WORLDWI OTISEUR EU 10,441.0 (3,576.0) 630.0 OTIS WORLDWI 4PG GZ 10,441.0 (3,576.0) 630.0 OTIS WORLDWI OTIS* MM 10,441.0 (3,576.0) 630.0 OTIS WORLDWI 4PG TH 10,441.0 (3,576.0) 630.0 OTIS WORLDWI 4PG QT 10,441.0 (3,576.0) 630.0 PAPA JOHN'S INTL PZZA US 757.7 (33.4) (3.4) PAPA JOHN'S INTL PP1 GR 757.7 (33.4) (3.4) PAPA JOHN'S INTL PZZAEUR EU 757.7 (33.4) (3.4) PAPA JOHN'S INTL PP1 GZ 757.7 (33.4) (3.4) PAR PACIFIC HOLD PARR US 2,140.9 (171.2) (115.4) PAR PACIFIC HOLD 61P GR 2,140.9 (171.2) (115.4) PARATEK PHARMACE PRTK US 227.1 (63.5) 188.3 PARATEK PHARMACE N4CN GR 227.1 (63.5) 188.3 PARATEK PHARMACE N4CN TH 227.1 (63.5) 188.3 PHILIP MORRI-BDR PHMO34 BZ 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN 4I1 GR 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PM US 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PM1CHF EU 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PM1 TE 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN 4I1 TH 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PMI SW 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PM1EUR EU 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN 4I1 QT 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PMIZ IX 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PMIZ EB 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN 0M8V LN 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PMOR AV 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN 4I1 GZ 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PM* MM 39,162.0 (10,120.0) 1,984.0 PLANET FITNESS-A 3PL QT 1,800.0 (721.7) 446.9 PLANET FITNESS-A PLNT1EUR EU 1,800.0 (721.7) 446.9 PLANET FITNESS-A PLNT US 1,800.0 (721.7) 446.9 PLANET FITNESS-A 3PL TH 1,800.0 (721.7) 446.9 PLANET FITNESS-A 3PL GR 1,800.0 (721.7) 446.9 PLANTRONICS INC PLT US 2,228.9 (149.7) 183.5 PLANTRONICS INC PTM GR 2,228.9 (149.7) 183.5 PLANTRONICS INC PLTEUR EU 2,228.9 (149.7) 183.5 PLANTRONICS INC PTM GZ 2,228.9 (149.7) 183.5 PPD INC PPD US 5,906.5 (1,034.5) 136.9 PRIORITY TECHNOL PRTHU US 449.7 (133.5) (4.8) PROGENITY INC 4ZU GR 111.0 (84.8) 9.5 PROGENITY INC 4ZU TH 111.0 (84.8) 9.5 PROGENITY INC 4ZU QT 111.0 (84.8) 9.5 PROGENITY INC PROGEUR EU 111.0 (84.8) 9.5 PROGENITY INC 4ZU GZ 111.0 (84.8) 9.5 PROGENITY INC PROG US 111.0 (84.8) 9.5 PSOMAGEN INC-KDR 950200 KS - - - QUANTUM CORP QMCO US 164.9 (195.5) (0.9) QUANTUM CORP QNT2 GR 164.9 (195.5) (0.9) QUANTUM CORP QTM1EUR EU 164.9 (195.5) (0.9) RADIUS HEALTH IN RDUS US 175.1 (109.4) 94.2 RADIUS HEALTH IN 1R8 GR 175.1 (109.4) 94.2 RADIUS HEALTH IN 1R8 TH 175.1 (109.4) 94.2 RADIUS HEALTH IN RDUSEUR EU 175.1 (109.4) 94.2 RADIUS HEALTH IN 1R8 QT 175.1 (109.4) 94.2 REC SILICON ASA RECO IX 268.9 (49.9) 4.4 REC SILICON ASA REC SS 268.9 (49.9) 4.4 REC SILICON ASA RECO S1 268.9 (49.9) 4.4 REC SILICON ASA RECO TQ 268.9 (49.9) 4.4 REC SILICON ASA REC EU 268.9 (49.9) 4.4 REC SILICON ASA RECO EB 268.9 (49.9) 4.4 REC SILICON ASA REC NO 268.9 (49.9) 4.4 REC SILICON ASA RECO B3 268.9 (49.9) 4.4 REC SILICON ASA RECO S2 268.9 (49.9) 4.4 REC SILICON ASA RECO QX 268.9 (49.9) 4.4 REC SILICON ASA RECO I2 268.9 (49.9) 4.4 REVLON INC-A RVL1 GR 2,999.3 (1,548.5) 28.9 REVLON INC-A REV US 2,999.3 (1,548.5) 28.9 REVLON INC-A REV* MM 2,999.3 (1,548.5) 28.9 REVLON INC-A RVL1 TH 2,999.3 (1,548.5) 28.9 REVLON INC-A REVEUR EU 2,999.3 (1,548.5) 28.9 RIMINI STREET IN RMNI US 201.8 (89.8) (91.5) ROSETTA STONE IN RS8 TH 191.0 (20.2) (65.3) ROSETTA STONE IN RS8 GR 191.0 (20.2) (65.3) ROSETTA STONE IN RST US 191.0 (20.2) (65.3) ROSETTA STONE IN RST1EUR EU 191.0 (20.2) (65.3) SALLY BEAUTY HOL S7V GR 3,198.1 (69.1) 825.6 SALLY BEAUTY HOL SBH US 3,198.1 (69.1) 825.6 SALLY BEAUTY HOL SBHEUR EU 3,198.1 (69.1) 825.6 SBA COMM CORP 4SB TH 9,390.5 (4,290.6) 71.4 SBA COMM CORP 4SB GR 9,390.5 (4,290.6) 71.4 SBA COMM CORP SBAC US 9,390.5 (4,290.6) 71.4 SBA COMM CORP 4SB GZ 9,390.5 (4,290.6) 71.4 SBA COMM CORP SBAC* MM 9,390.5 (4,290.6) 71.4 SBA COMM CORP 4SB QT 9,390.5 (4,290.6) 71.4 SBA COMM CORP SBACEUR EU 9,390.5 (4,290.6) 71.4 SCIENTIFIC GAMES TJW TH 7,844.0 (2,479.0) 847.0 SCIENTIFIC GAMES TJW GZ 7,844.0 (2,479.0) 847.0 SCIENTIFIC GAMES SGMS US 7,844.0 (2,479.0) 847.0 SCIENTIFIC GAMES TJW GR 7,844.0 (2,479.0) 847.0 SEALED AIR C-BDR S1EA34 BZ 5,756.3 (70.1) 277.4 SEALED AIR CORP SDA GR 5,756.3 (70.1) 277.4 SEALED AIR CORP SEE US 5,756.3 (70.1) 277.4 SEALED AIR CORP SDA QT 5,756.3 (70.1) 277.4 SEALED AIR CORP SEE1EUR EU 5,756.3 (70.1) 277.4 SEALED AIR CORP SDA TH 5,756.3 (70.1) 277.4 SERES THERAPEUTI MCRB1EUR EU 100.7 (65.6) 28.5 SERES THERAPEUTI MCRB US 100.7 (65.6) 28.5 SERES THERAPEUTI 1S9 GR 100.7 (65.6) 28.5 SERES THERAPEUTI 1S9 TH 100.7 (65.6) 28.5 SHELL MIDSTREAM SHLX US 2,416.0 (379.0) 317.0 SIRIUS XM HOLDIN RDO GR 12,465.0 (668.0) (2,057.0) SIRIUS XM HOLDIN RDO TH 12,465.0 (668.0) (2,057.0) SIRIUS XM HOLDIN RDO QT 12,465.0 (668.0) (2,057.0) SIRIUS XM HOLDIN SIRI US 12,465.0 (668.0) (2,057.0) SIRIUS XM HOLDIN SIRI AV 12,465.0 (668.0) (2,057.0) SIRIUS XM HOLDIN SIRIEUR EU 12,465.0 (668.0) (2,057.0) SIRIUS XM HOLDIN RDO GZ 12,465.0 (668.0) (2,057.0) SIX FLAGS ENTERT 6FE GR 2,968.9 (426.8) 82.8 SIX FLAGS ENTERT 6FE QT 2,968.9 (426.8) 82.8 SIX FLAGS ENTERT SIXEUR EU 2,968.9 (426.8) 82.8 SIX FLAGS ENTERT SIX US 2,968.9 (426.8) 82.8 SIX FLAGS ENTERT 6FE TH 2,968.9 (426.8) 82.8 SLEEP NUMBER COR SNBR US 768.8 (163.0) (420.8) SLEEP NUMBER COR SL2 GR 768.8 (163.0) (420.8) SLEEP NUMBER COR SNBREUR EU 768.8 (163.0) (420.8) SOCIAL CAPITAL IPOC/U US 829.2 800.2 1.1 SOCIAL CAPITAL IPOB/U US 415.4 400.7 1.2 SOCIAL CAPITAL-A IPOC US 829.2 800.2 1.1 SOCIAL CAPITAL-A IPOB US 415.4 400.7 1.2 SONA NANOTECH IN SNANF US 1.8 (1.4) (1.6) SONA NANOTECH IN SONA CN 1.8 (1.4) (1.6) STARBUCKS CORP SBUX* MM 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SRB GR 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SRB TH 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX SW 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SRB QT 29,140.6 (8,624.3) (421.0) STARBUCKS CORP USSBUX KZ 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX CI 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX AV 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX TE 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUXEUR EU 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX IM 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX US 29,140.6 (8,624.3) (421.0) STARBUCKS CORP 0QZH LI 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUXUSD SW 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SRB GZ 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX PE 29,140.6 (8,624.3) (421.0) STARBUCKS-BDR SBUB34 BZ 29,140.6 (8,624.3) (421.0) STARBUCKS-CEDEAR SBUXD AR 29,140.6 (8,624.3) (421.0) STARBUCKS-CEDEAR SBUX AR 29,140.6 (8,624.3) (421.0) TAILORED BRANDS TLRDQ* MM 2,500.4 (378.3) (966.9) TAUBMAN CENTERS TU8 GR 4,591.4 (274.8) - TAUBMAN CENTERS TCO US 4,591.4 (274.8) - TAUBMAN CENTERS TCO2EUR EU 4,591.4 (274.8) - TRANSDIGM - BDR T1DG34 BZ 18,179.0 (4,179.0) 5,120.0 TRANSDIGM GROUP TDG US 18,179.0 (4,179.0) 5,120.0 TRANSDIGM GROUP T7D GR 18,179.0 (4,179.0) 5,120.0 TRANSDIGM GROUP TDG* MM 18,179.0 (4,179.0) 5,120.0 TRANSDIGM GROUP T7D TH 18,179.0 (4,179.0) 5,120.0 TRANSDIGM GROUP T7D QT 18,179.0 (4,179.0) 5,120.0 TRANSDIGM GROUP TDGEUR EU 18,179.0 (4,179.0) 5,120.0 TRIUMPH GROUP TGI US 2,266.3 (1,047.4) 383.3 TRIUMPH GROUP TG7 GR 2,266.3 (1,047.4) 383.3 TRIUMPH GROUP TG7 TH 2,266.3 (1,047.4) 383.3 TRIUMPH GROUP TGIEUR EU 2,266.3 (1,047.4) 383.3 TUPPERWARE BRAND TUP GR 1,194.3 (282.3) (730.8) TUPPERWARE BRAND TUP US 1,194.3 (282.3) (730.8) TUPPERWARE BRAND TUP QT 1,194.3 (282.3) (730.8) TUPPERWARE BRAND TUP SW 1,194.3 (282.3) (730.8) TUPPERWARE BRAND TUP TH 1,194.3 (282.3) (730.8) TUPPERWARE BRAND TUP1EUR EU 1,194.3 (282.3) (730.8) TUPPERWARE BRAND TUP GZ 1,194.3 (282.3) (730.8) UBIQUITI INC UI US 620.6 (356.0) 305.0 UBIQUITI INC 3UB GR 620.6 (356.0) 305.0 UBIQUITI INC UBNTEUR EU 620.6 (356.0) 305.0 UBIQUITI INC 3UB GZ 620.6 (356.0) 305.0 UNISYS CORP USY1 TH 2,399.3 (238.7) 527.3 UNISYS CORP USY1 GR 2,399.3 (238.7) 527.3 UNISYS CORP UIS US 2,399.3 (238.7) 527.3 UNISYS CORP UIS1 SW 2,399.3 (238.7) 527.3 UNISYS CORP UISEUR EU 2,399.3 (238.7) 527.3 UNISYS CORP UISCHF EU 2,399.3 (238.7) 527.3 UNISYS CORP USY1 GZ 2,399.3 (238.7) 527.3 UNISYS CORP USY1 QT 2,399.3 (238.7) 527.3 UNITI GROUP INC UNIT US 4,816.2 (2,217.1) - UNITI GROUP INC 8XC TH 4,816.2 (2,217.1) - UNITI GROUP INC 8XC GR 4,816.2 (2,217.1) - VALVOLINE INC 0V4 GR 2,963.0 (188.0) 947.0 VALVOLINE INC 0V4 TH 2,963.0 (188.0) 947.0 VALVOLINE INC VVVEUR EU 2,963.0 (188.0) 947.0 VALVOLINE INC 0V4 QT 2,963.0 (188.0) 947.0 VALVOLINE INC VVV US 2,963.0 (188.0) 947.0 VECTOR GROUP LTD VGR US 1,531.7 (669.2) 300.6 VECTOR GROUP LTD VGR GR 1,531.7 (669.2) 300.6 VECTOR GROUP LTD VGR QT 1,531.7 (669.2) 300.6 VECTOR GROUP LTD VGREUR EU 1,531.7 (669.2) 300.6 VECTOR GROUP LTD VGR TH 1,531.7 (669.2) 300.6 VECTOR GROUP LTD VGR GZ 1,531.7 (669.2) 300.6 VERISIGN INC VRS TH 1,820.1 (1,400.3) 231.3 VERISIGN INC VRSN US 1,820.1 (1,400.3) 231.3 VERISIGN INC VRS GR 1,820.1 (1,400.3) 231.3 VERISIGN INC VRS QT 1,820.1 (1,400.3) 231.3 VERISIGN INC VRSN* MM 1,820.1 (1,400.3) 231.3 VERISIGN INC VRSNEUR EU 1,820.1 (1,400.3) 231.3 VERISIGN INC VRS GZ 1,820.1 (1,400.3) 231.3 VERISIGN INC-BDR VRSN34 BZ 1,820.1 (1,400.3) 231.3 VERISIGN-CEDEAR VRSN AR 1,820.1 (1,400.3) 231.3 VIVINT SMART HOM VVNT US 2,829.9 (1,404.9) (218.0) WARNER MUSIC-A WMG US 6,148.0 (21.0) (943.0) WARNER MUSIC-A WA4 GR 6,148.0 (21.0) (943.0) WARNER MUSIC-A WA4 GZ 6,148.0 (21.0) (943.0) WARNER MUSIC-A WMGEUR EU 6,148.0 (21.0) (943.0) WARNER MUSIC-A WMG AV 6,148.0 (21.0) (943.0) WARNER MUSIC-A WA4 TH 6,148.0 (21.0) (943.0) WATERS CORP WAZ TH 2,648.3 (191.7) 572.1 WATERS CORP WAT US 2,648.3 (191.7) 572.1 WATERS CORP WAZ GR 2,648.3 (191.7) 572.1 WATERS CORP WAT* MM 2,648.3 (191.7) 572.1 WATERS CORP WAZ QT 2,648.3 (191.7) 572.1 WATERS CORP WATEUR EU 2,648.3 (191.7) 572.1 WAYFAIR INC- A W US 4,379.5 (787.4) 595.6 WAYFAIR INC- A W* MM 4,379.5 (787.4) 595.6 WAYFAIR INC- A 1WF GR 4,379.5 (787.4) 595.6 WAYFAIR INC- A 1WF TH 4,379.5 (787.4) 595.6 WAYFAIR INC- A WEUR EU 4,379.5 (787.4) 595.6 WAYFAIR INC- A 1WF GZ 4,379.5 (787.4) 595.6 WAYFAIR INC- A 1WF QT 4,379.5 (787.4) 595.6 WESTERN UNIO-BDR WUNI34 BZ 8,707.0 (73.4) (290.8) WESTERN UNION W3U GR 8,707.0 (73.4) (290.8) WESTERN UNION WU US 8,707.0 (73.4) (290.8) WESTERN UNION W3U TH 8,707.0 (73.4) (290.8) WESTERN UNION WU* MM 8,707.0 (73.4) (290.8) WESTERN UNION W3U QT 8,707.0 (73.4) (290.8) WESTERN UNION W3U SW 8,707.0 (73.4) (290.8) WESTERN UNION WUEUR EU 8,707.0 (73.4) (290.8) WESTERN UNION W3U GZ 8,707.0 (73.4) (290.8) WHITING PETROLEU WLL* MM 3,732.2 (178.3) (478.8) WIDEOPENWEST INC WOW US 2,494.7 (246.8) (90.6) WIDEOPENWEST INC WU5 TH 2,494.7 (246.8) (90.6) WIDEOPENWEST INC WU5 GR 2,494.7 (246.8) (90.6) WIDEOPENWEST INC WU5 QT 2,494.7 (246.8) (90.6) WIDEOPENWEST INC WOW1EUR EU 2,494.7 (246.8) (90.6) WINGSTOP INC WING1EUR EU 201.1 (192.7) 19.9 WINGSTOP INC WING US 201.1 (192.7) 19.9 WINGSTOP INC EWG GR 201.1 (192.7) 19.9 WINMARK CORP WINA US 31.6 (18.6) 0.5 WINMARK CORP GBZ GR 31.6 (18.6) 0.5 WORKHORSE GROUP WKHSEUR EU 55.5 (70.5) (70.0) WORKHORSE GROUP WKHS US 55.5 (70.5) (70.0) WORKHORSE GROUP 1WO TH 55.5 (70.5) (70.0) WORKHORSE GROUP 1WO GZ 55.5 (70.5) (70.0) WORKHORSE GROUP 1WO GR 55.5 (70.5) (70.0) WW INTERNATIONAL WW US 1,469.5 (645.5) (93.7) WW INTERNATIONAL WW6 GR 1,469.5 (645.5) (93.7) WW INTERNATIONAL WTWEUR EU 1,469.5 (645.5) (93.7) WW INTERNATIONAL WW6 QT 1,469.5 (645.5) (93.7) WW INTERNATIONAL WW6 TH 1,469.5 (645.5) (93.7) WW INTERNATIONAL WW6 GZ 1,469.5 (645.5) (93.7) WW INTERNATIONAL WTW AV 1,469.5 (645.5) (93.7) WYNDHAM DESTINAT WD5 GR 7,597.0 (1,050.0) 1,308.0 WYNDHAM DESTINAT WYND US 7,597.0 (1,050.0) 1,308.0 WYNDHAM DESTINAT WD5 TH 7,597.0 (1,050.0) 1,308.0 WYNDHAM DESTINAT WD5 QT 7,597.0 (1,050.0) 1,308.0 WYNDHAM DESTINAT WYNEUR EU 7,597.0 (1,050.0) 1,308.0 XPRESSPA GROUP I XSPA US 29.2 (3.7) (10.7) YRC WORLDWIDE IN YEL1 GR 1,936.6 (466.9) 57.0 YRC WORLDWIDE IN YRCW US 1,936.6 (466.9) 57.0 YRC WORLDWIDE IN YEL1 TH 1,936.6 (466.9) 57.0 YRC WORLDWIDE IN YEL1 QT 1,936.6 (466.9) 57.0 YRC WORLDWIDE IN YRCWEUR EU 1,936.6 (466.9) 57.0 YUM! BRANDS -BDR YUMR34 BZ 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC TGR TH 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC TGR GR 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC YUMEUR EU 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC TGR QT 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC YUM SW 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC YUM* MM 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC YUM US 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC YUMUSD SW 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC TGR GZ 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC YUM AV 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC TGR TE 6,421.0 (8,108.0) 923.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2020. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***