/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190114.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 14, 2019, Vol. 23, No. 13 Headlines 100 OAKMONT: U.S. Trustee Unable to Appoint Committee 1663 60TH STREET: Involuntary Chapter 11 Case Summary A.J. MCDONALD: Seeks to Hire W Hal Wyatt as Accountant ACHAOGEN INC: BlackRock Has 4.7% Stake as of Dec. 31 AIMBRIDGE HOSPITAL: Moody's Assigns B2 CFR, Outlook Stable ALLEGIANT TRAVEL: Moody's Affirms Ba3 CFR, Outlook Stable ALLEGIANT TRAVEL: S&P Gives 'BB-' Rating on New $450MM Term Loan B ALLEN SUPPLY: Seeks to Hire Wasserman Jurista as Counsel AMERICAN RANCH: Unsecured Creditors to Recoup 47% Under Plan ARBORSCAPE INC: Seeks Continued Cash Collateral Use Until Feb. 28 BACHI BURGER: Allowed to Use Cash Collateral on Interim Basis CAJ SOUTHWAY: Interim Cash Collateral Use Until Feb. 21 Okayed CAJ SOUTHWAY: Judge Signs Third Interim Cash Collateral Order CBAK ENERGY: Creditors Agree to Cancel $5.2 Million in Debt CC CARE LLC: Seeks to Hire Templin Healthcare as Accountant CENTERSTONE LINEN: U.S. Trustee Forms 3-Member Committee CHESAPEAKE ENERGY: BlackRock Has 10.2% Stake as of Dec. 31 CHESAPEAKE ENERGY: BlackRock Has 9.99% Stake as of Dec. 31 CHILDRESS GATEWAY: Seeks Authorization to Use Cash Collateral CIMPRESS USA: Moody's Rates Sr. Secured Term Loan 'Ba2' COMMUNITY HEALTH: CVRs Will be Delisted from Nasdaq CONDO 64: Allowed to Continue Using Cash Collateral Until Jan. 23 CONTINENTAL WHOLESALE: Seeks Authority to Use Cash Collateral CORONA LANE: Must File Disclosure Statement, Plan by March 1 CRUISING GUIDE: U.S. Trustee Unable to Appoint Committee CYTODYN INC: Accumulated Deficit Raises Going Concern Doubt DIOCESE OF WINONA: Committee Taps Stinson Leonard Street as Counsel EMMIS COMMS: Mulls Refinancing, Sale as Term Loan Maturity Looms ENGINEERED MACHINERY: S&P Rates $160MM Incremental Loan 'B-' EP ENERGY: Receives Noncompliance Notice from NYSE EST GROUP: Allowed to Use Cash Collateral on Interim Basis EST GROUP: Seeks Authorization to Use Cash Collateral ETCHER FARMS: Compeer Requests Ch. 11 Trustee Appointment EXGEN RENEWABLES IV: S&P Places 'B' ICR on Credit Watch Negative FAIRWAY ENERGY: Taps Young Conaway as Bankruptcy Co-Counsel FORTEM RESOURCES: Recurring Losses Raises Going Concern Doubt GENERAL SHOPPING: Moody's Puts Caa2 Sr. Unsec. Debt on Review GIGA-TRONICS INC: Spring Mountain Has 25.3% Stake as of Dec. 31 GOGO INC: BlackRock Has 10.9% Stake as of Dec. 31 GOGO INC: BlackRock Owns 4.9% Stake as of Dec. 31 GRAY TELEVISION: Fitch Assigns BB- LT IDR, Outlook Stable HEART OF FLORIDA: Case Summary & 20 Largest Unsecured Creditors HOVNANIAN ENTERPRISES: Receives Noncompliance Notice from NYSE HOWARD UNIVERSITY: Moody's Affirms Ba1/Ba2 Ratings on $412MM Bonds IMPALA BORROWER: Fitch to Rate Sr. Debt Rating BB-(EXP) INNOVATIVE MATTRESS: Case Summary & 20 Largest Unsecured Creditors INNOVATIVE MATTRESS: Files for Ch.11 with $14MM Tempur Sealy Loan IOTA COMMUNICATIONS: Names Carole Downs to the Board of Directors JUST TOYS CLASSIC: Allowed to Use Cash Collateral on Interim Basis KING PIZZA: Seeks to Hire Perez and Bonomo as Legal Counsel LAGO RESORT: Moody's Lowers CFR to Caa3, Outlook Negative LE-MAR HOLDINGS: Interim Cash Collateral Use Allowed Until Jan. 31 LEGACY RESERVES: Moody's Lowers CFR to Caa3, Outlook Negative LOOP INDUSTRIES: Accumulated Deficit Casts Going Concern Doubt MAXAR TECHNOLOGIES: S&P Assigns 'BB-' ICR, Outlook Negative MC COMMUNICATION: Hires Thompson Burton PLLC as Special Counsel MEYZEN FAMILY: Taps Bronson Law Offices as Legal Counsel MICHAEL WORLEY: Feb. 1 Auction for Dunleith Historic Inn MIDATECH PHARMA: Secures EUR1.5M Loan for Manufacturing Site MIDICI GROUP: Seeks to Hire Synergy Restaurant as Consultant MULTIFLORA GREENHOUSES: Seeks to Hire Bert Davis Jr. as CRO NATURAL CHEM: Case Summary & 20 Largest Unsecured Creditors NEW ATHENA: S&P Assigns 'B' Issuer Credit Rating, Outlook Negative OWENS & MINOR: S&P Cuts Issuer Credit Rating to 'B', Outlook Neg. PACIFIC GAS: In Talks with Banks for Up to $5 Billion in DIP Loans PACIFIC GAS: Lewis Named Senior VP of Electric Operations PGHC HOLDINGS: Committee Taps Bayard as Co-Counsel PGHC HOLDINGS: Committee Taps Kelley Drye as Lead Counsel PGHC HOLDINGS: Committee Taps Province Inc. as Financial Advisor PHI INC: Fitch Assigns CCC- Long-Term Issuer Default Rating POPLAR CREEK: Taps CBRE, Inc., as Real Estate Broker PROMIA INCORPORATED: U.S. Trustee Forms 2-Member Committee QUANTUM CORP: Pacific Investment Has 10.8% Stake as of Dec. 31 QUICKEN LOANS: Moody's Affirms Ba1 CFR, Outlook Stable REAGOR-DYKES MOTORS: Taps BlackBriar Advisors LLC as CRO RITE AID: Moody's Rates Revolving Credit Facility B1, Outlook Neg. RIVERWALK COMMONS: Voluntary Chapter 11 Case Summary RK & GROUP: Seeks to Hire Campbell Law Firm as Legal Counsel RUTABAGA CAFE: Seeks to Hire Charles M. Wynn as Legal Counsel RUTABAGA CAFE: Seeks to Hire J. Philip Tyler as Accountant RXSPORT CORP: Case Summary & 20 Largest Unsecured Creditors SEARS HOLDINGS: Auction on Monday, ESL Ups Bid to $5 Billion SHARING ECONOMY: Iliad Research Has 9.9% Stake as of Jan. 10 SHIV JI SHANKER: Hires Joseph H. Turner, PC as Attorney SILVERADO STAGES: Hires Cunningham and Associates as Auctioneer STEPHANIE N. MAPP: Taps Moecker's David Dybas as Appraiser SYNERGY PHARMA: Taps Centerview Partners as Investment Banker SYNERGY PHARMACEUTICALS: Hires FTI Consulting as Financial Advisor SYNERGY PHARMACEUTICALS: Taps Prime Clerk as Administrative Advisor TALLER DE FOTOPERIODISMO: Case Summary & 6 Unsecured Creditors TARGA RESOURCCES: Moody's Rates Proposed $750MM Notes Ba3 TARGA RESOURCES: S&P Rates New $750MM Sr. Unsecured Notes 'BB' TOISA LIMITED: Taps Mattos Filho as Brazilian Special Counsel TOP TIER: Shaw's Supermarkets Object to Disclosure Statement TOPAZ SOLAR: S&P Lowers Issuer Credit Rating to 'B', On Watch Neg. TRANSDIGM INC: Moody's Affirms B1 CFR, Outlook Under Review UNIVERSITY PHYSICIAN: Committee Taps O'Keefe as Financial Advisor VFH PARENT: Moody's Rates $1.5MM 1st Lien Loan 'Ba3' WABASH VALLEY: $1M Sale of Vincennes Property to Hixson Approved WALDEN PALMS CONDOMINIUM: Seeks Authority to Use Cash Collateral WASEEM INC: Seeks Denial of Previous Cash Collateral Stipulation WILBANKS ASSOCIATES: U.S. Trustee Unable to Appoint Committee WOODBRIDGE GROUP: Selling Beverly Hills Property for $7.4 Million WOODBRIDGE GROUP: Selling Castle's Carbondale Property for $80K WOODBRIDGE GROUP: Selling Sachs' Carbondale Properties for $300K X-TREME BULLETS: U.S. Gov't Seeks Ch. 11 Trustee Appointment YUMA ENERGY: Davis Petroleum & Evercore No Longer Own Common Stock ZAKINTOS & PLATANOS: Case Summary & 2 Unsecured Creditors [^] BOND PRICING: For the Week from January 7 to 11, 2019 ********* 100 OAKMONT: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of 100 Oakmont Partners, LLLP as of Jan. 9, according to a court docket. About 100 Oakmont Partners 100 Oakmont Partners, LLLP, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. N.D. Ga. Case No. 18-70167) on Dec. 1, 2018, estimating under $1 million in both assets and liabilities. Paul Reece Marr, Esq., at Paul Reece Marr, P.C., is serving as the Debtor's counsel. 1663 60TH STREET: Involuntary Chapter 11 Case Summary ----------------------------------------------------- Alleged Debtor: 1663 60th Street LLC 1663 60th Street Brooklyn, NY 11214 Business Description: 1663 60th Street LLC is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51)(B). Involuntary Chapter 11 Petition Date: January 10, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case Number: 19-40183 Judge: Hon. Carla E. Craig Petitioners' Counsel: Gabriel Del Virginia, Esq. LAW OFFICES OF GABRIEL DEL VIRGINIA 30 Wall Street, 12th Floor New York, NY 10005 Tel: (212) 371-5478 Fax: (212) 371-0460 E-mail: gabriel.delvirginia@verizon.net List of Petitioning Creditors: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Frenkel, Hershkowitz & Legal Services $6,000 Shafran LLP 49 West 37th Street New York, NY 10018 Berel Strulowitz Credit $25,000 89 Lorimer Street Brooklyn, NY 11206 Joseph Lax $200,000 1660 60th St Brooklyn, NY 11214 A full-text copy of the Involuntary Petition is available at no charge at: http://bankrupt.com/misc/nyeb19-40183.pdf A.J. MCDONALD: Seeks to Hire W Hal Wyatt as Accountant ------------------------------------------------------ A.J. McDonald Company, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire W Hal Wyatt CPA PC as its accountant. The firm will assist the Debtor in the preparation of monthly operating reports and taxes, and will provide other accounting services related to its Chapter 11 case. The firm's hourly rates range from $105 to $125. Annual fees are expected to be approximately $7,500 per year. W Hal Wyatt, a certified public accountant, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: W Hal Wyatt W Hal Wyatt CPA PC 250 Frederick St. Hanover, PA 17331 Phone: (717) 634-2253 Fax: (717) 634-2279 Email: hal@whwyattcpa.com About A.J. McDonald Company A.J. McDonald Company, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-25670) on Nov. 29, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The case is assigned to Judge Robert A. Gordon. The Debtor tapped Jeffrey M. Sirody and Associates, P.A., as its legal counsel. ACHAOGEN INC: BlackRock Has 4.7% Stake as of Dec. 31 ---------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2018, it beneficially owns 2,167,777 shares of common stock of Achaogen, Inc., which represents 4.7 percent of the shares outstanding. A full-text copy of the regulatory filing is available at no charge at https://is.gd/rMlYUK About Achaogen, Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a biopharmaceutical company committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. Achaogen's first commercial product is ZEMDRI, for the treatment of adults with complicated urinary tract infections, including pyelonephritis. The Achaogen ZEMDRI program was funded in part with federal funds from the Biomedical Advanced Research and Development Authority (BARDA). The Company is currently developing C-Scape, an orally-administered beta-lactam/beta-lactamase inhibitor combination, which is also supported by BARDA. C-Scape is investigational, has not been determined to be safe or efficacious, and has not been approved for commercialization. Achaogen incurred a net loss of $125.6 million in 2017, a net loss of $71.22 million in 2016, and a net loss of $27.09 million in 2015. As of Sept. 30, 2018, Achaogen had $97.30 million in total assets, $62.51 million in total liabilities, $10 million in contingently redeemable common stock, and $24.78 million in total stockholders' equity. As of Sept. 30, 2018, the Company had working capital of $41.0 million and unrestricted cash, cash equivalents and short-term investments of $58.2 million. On Nov. 5, 2018, the Company announced that it has begun a review of strategic alternatives to maximize shareholder value, including but not limited to the potential sale or merger of the Company or its assets. The Company may be unable to identify or execute such strategic alternatives for it, and even if executed such strategic alternatives may not enhance stockholder value or its financial position. The Company also announced on Nov. 5, 2018 a restructuring of its organization to preserve cash resources which is expected to reduce total operating expenses by approximately 35-40 percent, excluding one-time charges. The restructuring is expected to be largely completed before the end of 2018. The restructuring is designed to focus the Company's cash resources on the continued successful launch of ZEMDRI and advancing C-Scape. These estimates are subject to a number of assumptions, and actual results may differ. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring. "Based on our available cash resources, which exclude restricted cash and $25.0 million which will be collateralized in connection with the SVB Loan Agreement if our cash balance falls below a certain threshold, we believe we have sufficient funds to support current planned operations through the middle of the first quarter of 2019. This condition results in the assessment that there is substantial doubt about our ability to continue as a going concern," the Company said in its Quarterly Report for the period ended Sept. 30, 2018. AIMBRIDGE HOSPITAL: Moody's Assigns B2 CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned first time ratings to Aimbridge Hospitality Holdings, LLC, including a B2 Corporate Family Rating and a B2-PD Probability of Default Rating. At the same time, Moody's assigned the company's proposed $410 million first lien credit facility a B1 rating. The rating outlook is stable. All ratings are subject to review of final documentation. The proceeds from the proposed $410 million first lien credit facility -- consisting of a $60 million 5-year revolver and $350 million 7-year term loan -- will be used to fund the acquisition of Aimbridge by Advent International. Management and Advent will also contribute a combined $341 million of equity to fund the acquisition. Assignments: Issuer: Aimbridge Hospitality Holdings, LLC Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Guaranteed Senior Secured 1st Lien Bank Credit Facility, Assigned B1 (LGD3) Outlook Actions: Issuer: Aimbridge Hospitality Holdings, LLC Outlook, Assigned Stable RATINGS RATIONALE Aimbridge's credit profile benefits from its position as the largest third party hotel management company with good diversification in terms of geography, brands it manages, and hotel owners. The company also benefits from its strong free cash flow due in part to its minimal capital expenditure requirements. The company is constrained by its high leverage -- debt/EBITDA is expected to approximate 6.0x at the end of 2019 (all metrics include Moody's standard adjustments). Moody's expects Aimbridge's leverage will remain high as it has minimal required amortization and Moody's expects will continue to grow through acquisitions when the opportunity arises. This amount of leverage is considered high given Aimbridge's small scale in terms of revenue and earnings relative to other B2 rated Business and Consumer Services companies. The stable rating outlook reflects Moody's expectation that Aimbridge will use a portion of its free cash flow to reduce debt and lower debt/EBITDA to below 6.0x over the next 12 to 18 months. Aimbridge has good liquidity as evidenced by the company's modest cash balances, minimal maintenance capex, and an undrawn $60 million revolver. Moody's expects the company will use a majority of its free cash flow to reduce its outstanding debt balances and will maintain less than $10 million of cash on hand. Moody's does not expect the company will draw on its revolver. The revolver's only covenant is a springing covenant, there are no financial maintenance covenants. Due to its asset light business model, the company does not have material assets it could sell in a liquidity stressed scenario. The B1 rating on the company's first lien bank facility, one notch above the Corporate Family Rating, reflects the support that debt receives from the $100 million second lien debt (unrated) per Moody's Loss Given Default Methodology. Aimbridge's ratings could be downgraded if debt/EBITDA was sustained above 6.0x and EBITA/interest decreased to below 1.5x. Any deterioration in liquidity could also pressure Aimbridge's ratings. Ratings could be upgraded if debt/EBITDA approached 4.5x and EBITA/interest improved to close to 3.0x. Aimbridge Acquisition Co., Inc., through its subsidiary Aimbridge Hospitality Holdings, LLC, is the largest third-party hotel operator, with over 800 properties and approximately 100,000 rooms under management. Aimbridge's managed properties are located in 44 states, the District of Columbia, Canada and the Caribbean. The company is majority owned by Advent International. The company is private and does not file public financials. Annual revenue, net of reimbursements, is approximately $150 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ALLEGIANT TRAVEL: Moody's Affirms Ba3 CFR, Outlook Stable --------------------------------------------------------- Moody's Investors Service affirmed Allegiant Travel Company's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, and SGL-3 Speculative Grade Liquidity rating, and assigned a Ba3 rating to the announced senior secured term loan B due 2024. Proceeds of the new term loan will fund the tender for the company's $450 million senior unsecured notes due in July 2019, which Allegiant launched on January 9. Allegiant is also seeking consents from the noteholders to eliminate most of the restrictive covenants and certain events of default applicable to the Notes among other changes. The senior unsecured rating of B1 is unaffected by this rating action. The rating outlook is stable. RATINGS RATIONALE The ratings reflect Moody's belief that Allegiant will sustain a competitive, mid-teens operating margin in upcoming years. Allegiant completed its transition to an all Airbus A320ceo family fleet with the retirement of its last MD-80 in November 2018, which will improve fuel efficiency and lower annual maintenance expense by about 20%, leading to lower per passenger costs. The lower aircraft operating costs should help mitigate pressure on other costs, to preserve, if not grow, operating margins and operating cash flow in upcoming years. Moody's expects Allegiant to continue to flex capacity up and down with trends in oil prices and US economic activity to maximize its profitability and operating cash flow. The re-making of the fleet required an $800+ million debt-funded investment for mostly used Airbus aircraft. Higher debt, lower EBITDA from relatively higher fuel prices since 2016 and excess costs incurred during the fleet transition have weakened credit metrics versus the historically strong levels. Nonetheless, Moody's expects credit metrics to improve from earnings expansion that will accompany the all Airbus fleet and the company's network growth plans. Moody's also expects stability in the company's strategy of operating a differentiated airline model that limits exposure to direct competition, provides strong market share on its routes and competitive profit margins. Allegiant is likely to continue adding Airbus aircraft as it seeks to grow its earnings and franchise value. The pace and scale at which it does so will influence free cash flow generation by the airline operations. Conversely, suspending fleet growth would lead to significant free cash flow generation, helping to de-lever the balance sheet should the need arise. Moody's anticipates free cash flow from the airline operations will be about breakeven to modestly negative in 2019. However, a planned significant decline in aircraft capital investment in 2020 should lead to airline free cash flow in excess of $150 million. Cash plus the expected free cash flow will help Allegiant fund the about $100 million of annual amortization of its aircraft finance facilities. Allegiant will also continue its dividend of about $48 million per year, but curtail share repurchases during the majority of the construction phase of its new resort hotel. Cash on hand, incremental financing secured by certain aircraft and new debt facilities will fund the company's speculative hotel development, Sunseeker Resorts, located on the west coast of Florida near the Punta Gorda airport, which Allegiant serves. The company estimates the construction cost at $420 million for a 500 room hotel, 189 long-stay suites and accompanying amenities. Moody's expects that construction will start sometime in the first quarter of 2019. Expectations for solid results following steady performance for years somewhat balances the risk in the Sunseeker resort project, what will be a non-traditional business for a commercial airline. The hotel business significantly increases execution risk in the near term, operating risk beyond the construction phase through 2020 and financial risk as the project will be mostly debt-funded. The SGL-3 rating reflects adequate liquidity. Moody's anticipates cash of at least $300 million through the construction period. Allegiant held $435 million of cash at September 30, 2018. The size of the investment for Sunseeker supports keeping the Speculative Grade Liquidity rating at SGL-3. The stable outlook reflects our belief that the resiliency of the company's airline business model will allow it to maintain its credit profile as it grows the airline and develops the Sunseeker resort. The ratings could be downgraded if profitability and credit metrics weaken, such as EBIT margin approaches 12%, Funds from Operations + Interest to Interest falls below 4.5x or Debt to EBITDA is sustained above 3.75x. Weaker liquidity, such as unrestricted cash and short-term investments sustained below $250 million for more than one quarter or less than $50 million of annual free cash flow from the airline operations could also lead to a negative rating action as could cost overruns on the construction budget for the Sunseeker resort. The ratings could be upgraded if Allegiant sustains its operating performance, strong credit metrics and liquidity following the construction of the Sunseeker project. For example, Funds from operations + Interest to Interest above 7x, Debt to EBITDA below 2.2x, an EBIT margin above 15% and at least $350 million of cash on hand. The Term Loan B is rated at the same level as the Ba3 Corporate Family Rating because once the senior unsecured debt is repaid with the proceeds of the new term loan, the debt capital structure will be mostly secured. Allegiant's other secured debt is collateralized with its airplanes. We anticipate that about half or more of its aircraft are or will be pledged. Miscellaneous operating assets (e.g.: parts, ground equipment, buildings and real estate and the equity of Allegiant's airplane owning companies) will secure the new Term Loan B. The company is also restricted from allowing any junior lien claims on any of its aircraft. Allegiant Travel Company, headquartered in Las Vegas, Nevada, operates a low-cost passenger airline marketed to leisure travelers in small and mid-sized cities, selling air travel, hotel rooms, rental cars and other travel related services on a stand-alone or bundled basis. Revenue for the 12 months ended September 2018 was $1.6 billion. The principal methodology used in these ratings was Passenger Airline Industry published in April 2018. The following rating actions were taken: Assignments: Issuer: Allegiant Travel Company Senior Secured Bank Credit Facility, Assigned Ba3 (LGD3) Affirmations: Issuer: Allegiant Travel Company Probability of Default Rating, Affirmed Ba3-PD Speculative Grade Liquidity Rating, Affirmed SGL-3 Corporate Family Rating, Affirmed Ba3 Outlook Actions: Issuer: Allegiant Travel Company Outlook, Remains Stable ALLEGIANT TRAVEL: S&P Gives 'BB-' Rating on New $450MM Term Loan B ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to Allegiant Travel Co.'s proposed $450 million senior secured term loan B due 2024. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a payment default. The company will use the proceeds to repay its $450 million senior unsecured notes due 2019. The loan is secured on a first lien basis by assets of the borrower and restricted subsidiaries other than aircraft and spare engines. The loan is guaranteed by Allegiant Travel Co. subsidiaries other than Sunseeker Resorts Inc. Because the collateral excludes aircraft and aircraft engines, S&P feels the term loan is nominally secured and treat it effectively as an unsecured loan. S&P said, "Our ratings on Allegiant Travel Co. take into account its relatively small market share in the U.S. airline industry, the high risk and cyclical nature of the airline industry, and the company's low operating cost structure. Allegiant is also undertaking the Sunseeker resort hotel/condo project in Port Charlotte, Fla. We view this project as adding financial risk due to the additional debt it requires." RATINGS LIST Allegiant Travel Co. Issuer Credit Rating BB-/Stable/-- New Rating Allegiant Travel Co. Senior Secured $450 mil. term loan B due 2024 BB- Recovery Rating 3(65%) ALLEN SUPPLY: Seeks to Hire Wasserman Jurista as Counsel -------------------------------------------------------- The Allen Supply & Laundry Service, Inc., seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Wasserman, Jurista & Stolz, P.C., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Wasserman will be paid a retainer in the sum of $15,000. The firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Scott S. Rever, Esq. Wasserman, Jurista & Stolz, P.C. 110 Allen Road, Suite 304 Basking Ridge, NJ 07920 Phone: 973.346.7603 / 973.467.2700 Fax: 973.467.8126 Email: srever@wjslaw.com Email: attys@wjslaw.com About Allen Supply & Laundry Service Founded in 1920, The Allen Supply & Laundry Service, Inc., provides dry cleaning and laundry services. The Allen Supply & Laundry Service sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-10132) on Jan. 3, 2019. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. The case is assigned to Judge John K. Sherwood. Wasserman, Jurista & Stolz, P.C., is the Debtor's counsel. AMERICAN RANCH: Unsecured Creditors to Recoup 47% Under Plan ------------------------------------------------------------ American Ranch and Seafood Markets, Inc., asks the Bankruptcy Court to approve its first amended plan of reorganization and schedule the hearing to consider the adequacy of the first amended disclosure statement explaining the plan for Jan. 31, 2019, at 10:00 a.m. The Debtor told the Court that it was unable to afford Workers' Compensation insurance. The Debtor attempted to acquire Workers' Compensation insurance but was quoted an annual premium of approximately $100,000, which at that time the Debtor could not afford to pay. The Debtor was searching for a policy with an affordable premium when a surprise inspection from the Long Beach Department of Industrial Relations in October of 2017 resulted to a civil fine of $472,000. The Debtor could not afford to pay the Fine, which precipitated the bankruptcy filing. After careful consideration, the Debtor elected to file for Chapter 11 in order to protect creditors, preserve the going concern value of the Debtor's business and reorganize its financial affairs. Class 5 consists of the Allowed Claims of the Holders of General Unsecured Claims, except those that elect and/or qualify for treatment in Classes 1, 2, 3, 4, 6 and/or 7. The Holders of Claims in this Class are impaired under the Plan. To the extent that the aggregate amount of the Quarterly Plan Payments and the Annual Plan Payments are equal to or greater than the Liquidation Value to which the Holders of Allowed General Unsecured Claims in Class 5 are entitled, additional quarterly payments will be made in an amount necessary to bring the aggregate amount of all payments made under the Plan equal to the present value of the Liquidation Value. Class 7 consists of the Interests in the Debtor. It is anticipated that Sy will be the sole New Value Contributor entitling him to receive 100% of the interests in the Reorganized Debtor. The Plan will be funded from revenue generated from continued operation of the American Ranch and Seafood Market after the Effective Date and from the New Value Contribution. As of November 30, 2018, there was approximately $7,753 in Available Cash and the New Value Contribution is proposed to be $40,000. The minimum distribution under the Plan based on the Quarterly Plan Payments is $288,000. The aggregate projected Annual Plan Payments is $130,892.34. Accordingly, the aggregate distribution under the Plan based on the Quarterly Plan Payments and projected Annual Plan Payments is approximately $419,000. However, the ultimate distribution may vary significantly based on the Debtor’s actual performance. Set forth in Section VI of the Disclosure Statement is a more detailed analysis based on the Debtor’s financial forecast and several assumptions. The Debtor projects that the distribution of General Unsecured Creditors may be approximately 47% based upon the following assumptions: (a) the New Value Contribution is insufficient to satisfy Administrative Claims in full (and the unpaid balance due to the Holder of the Allowed Administrative Claim does not exceed $113,500): (b) the Priority Tax Claims of the IRS, FTB, LA County are paid in full and/or disallowed consistent with the projections set forth earlier in this Disclosure Statement; (c) the Labor Commissioner Claim is disallowed as a Priority Tax Claim and is deemed a subordinated penalty; (d) the General Unsecured Claims are $649,409 as estimated above and Class 5 accepts the Plan thereby subordinating the General Unsecured Claim of Chua; and (e) the Debtor's financial forecast is materially correct. However, should the actual results of claims objections be materially different that the Debtor’s assumptions the projected distribution will be affected and that impact may be material. By way of example, the Labor Commissioner Claim could be Allowed by agreement or Court order as a General Unsecured Claim, in whole or in part, which may increase the General Unsecured Claims in Class 5, thereby affecting the Pro Rata distribution to such creditors. Based on the Debtor's financial projections, the projected amount of Annual Plan Payments will total approximately $130,892. In a liquidation, the Debtor estimates the value of its assets to be no more than $305,000 comprised of equipment in the approximate amount of $10,000, fixtures in the approximate amount of $5,000 and inventory in the approximate amount of $290,000 at cost. In liquidation the Debtor projects that the inventory would have a further discounted value of $174,000 (approximately 60% of cost) resulting in an aggregate value in liquidation of $189,000. After deducting Chapter 7 administrative expenses, including Chapter 7 Trustee fees, expenses, legal and accounting fees, and the Chapter 11 Administrative Claims of $153,500, there would be nothing left for distribution to creditors. In addition, a sale of the going concern is not likely to result in significant payment to creditors due to the amount of outstanding liabilities and especially the Labor Commissioner Claim. In addition, the Holders of General Unsecured Claims have the benefit of future participation in the Debtor's operating net profits for a period of 12 years. In the event that the Debtor's performance is greater than projected, which the Debtor believes is likely, the Holders of General Unsecured Claims could receive an even greater return than 47%. Conversely, the distribution could be lower than projected, although given the projected results of liquidation, the Plan still appears to offer a greater return than liquidation. This is due to the fact that the Debtor's value is in its operation as a going concern. As a going concern, based upon its projected operating statement, there will be at least $419,000 available to pay creditors of the estate as a result of the Debtor continued business operations. Further, in a liquidation, there will be Chapter 7 administrative expenses, including Chapter 7 Trustee fees, expenses, legal and accounting fees which could easily exceed the amount available for distribution. A full-text copy of the Disclosure Statement dated December 20, 2018, is available at: http://bankrupt.com/misc/cacb18-218bk10175WB-146.pdf About American Ranch and Seafood American Ranch and Seafood Markets, Inc. -- https://americanranchmarket.com/ -- operates a specialty store offering Filipino foods and groceries with locations in Eaglerock, Artesia and East Hollywood, California. The company provides a selection of fresh seafood, fresh produce (fruits & vegetables), meat and an assortment of popular brand name groceries. It also accepts catering services for special events. American Ranch is equally owned by Gene S. Chua and Virgil Sy. American Ranch sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10175) on Jan. 5, 2018. In the petition signed by Gene S. Chua, president and CEO, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Julia W. Brand presides over the case. Sandford L. Frey, Esq., at Leech, Tishman, Fuscaldo & Lampl, Inc., serves as the Debtor's bankruptcy counsel. ARBORSCAPE INC: Seeks Continued Cash Collateral Use Until Feb. 28 ----------------------------------------------------------------- ArborScape, Inc., requests the U.S. Bankruptcy Court for the District of Colorado for continued authority to use cash collateral through Feb. 28, 2019 pursuant to the budget. The proposed 3-month budget shows total expenses of approximately $205,775 per month. Pre-petition, in October 2005, the Debtor entered into a loan agreement with J.P. Morgan Chase Bank, NA. Pursuant to the loan agreement, Chase is secured by a first position lien on substantially all of the Debtor's assets. As of the Petition Date, the Debtor's books and records indicate that the total amount owed to Chase on account of its secured loans is approximately $16,789. The Debtor's assets, including its cash and accounts, are also subject to a first priority statutory lien in favor of the Internal Revenue Service as a result of the filing of tax liens with the Colorado Secretary of State. The IRS filed a proof of claim asserting a secured claim in the aggregate amount of $246,210. The Debtor believes that its assets, including its cash and accounts, are subject to a statutory lien in favor of the Colorado Department of Revenue. The total amount owed to the CDR on the Petition Date is approximately $8,000 for unpaid pre-petition payroll taxes. In order to provide adequate protection for the Debtor's use of cash collateral, the Debtor has proposed adequate protection for the Secured Creditors as set forth below. The proposal provides the following treatment on account of cash collateral: (a) The Debtor will provide the Secured Creditors with post-petition liens on all post-petition inventory, accounts receivable, and income derived from the operation of the business and assets, to the extent that the use of the cash results in a decrease in the value of the Secured Creditors' interests in the collateral. All replacement liens will hold the same relative priority to assets as did the pre-petition liens; (b) The Debtor will only use cash collateral in accordance with the Budget, subject to a deviation on line item expenses not to exceed 15% without the prior agreement of secured creditors or an order of the Court; (c) On or before the 15th of each month, the Debtor will pay the IRS adequate Protection in the amount of $2,564.81 and will pay the CDR adequate protection in the amount of $345.60; (d) The Debtor will keep all of the Secured Creditors' collateral fully insured; (e) The Debtor will provide the Secured Creditors with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports; and (f) The Debtor will maintain in good repair all of the Secured Creditors' collateral. A full-text copy of the Second Cash Collateral Motion is available at http://bankrupt.com/misc/cob18-12660-135.pdf About Arborscape, Inc. ArborScape, Inc., is a Colorado-based company dedicated to providing sustainable landscapes for its clients by promoting the art and science of horticulture using environmentally friendly products and services. It offers tree trimming and removal services, tree spraying, lawn and tree care services. The company was founded in 1995. ArborScape sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-12660) on April 3, 2018. In the petition signed by David Merriman, president, the Debtor disclosed $1.63 million in assets and $1.54 million in liabilities. Judge Joseph G. Rosania Jr. presides over the case. Kutner Brinen, P.C., is the Debtor's counsel. BACHI BURGER: Allowed to Use Cash Collateral on Interim Basis ------------------------------------------------------------- The Hon. August B. Landis of the U.S. Bankruptcy Court for the District of Nevada has entered a second interim order authorizing Bachi Burger, LLC, and Green Revolutions LLC to use cash collateral. The Debtors may use any cash collateral on a continuing interim basis pending a further hearing on Jan. 28, 2019 at 9:30 a.m. The State of Nevada Department of Taxation is granted a valid, perfected, and enforceable new priority replacement lien upon all property of the Debtors and their estates, whether now existing or hereafter acquired or arising from any prepetition collateral, and all proceeds, rents, products, or profits thereof. However, such replacements liens are granted to the Department only to the extent of any decrease in the value of the collateral securing their alleged security interests (to the extent properly perfected) resulting from the use of cash collateral herein, and only if, to the extent that and with the same priority that the Department held a valid and perfected security interest in such collateral prepetition. A full-text copy of the Second Interim Order is available at http://bankrupt.com/misc/nvb18-16584-107.pdf About Bachi Burger LLC and Green Revolutions LLC Bachi Burger LLC owns and operates the Bachi Burger restaurant located at 9410 W. Sahara Avenue, Suite 150, Las Vegas, Nevada. Green Revolutions LLC owns and operates the Bachi Burger restaurant located at 470 E. Windmill Lane, Suite 100, Las Vegas, Nevada. Both restaurants specialize in Asian-style gourmet burgers and sides. Bachi Burger and Green Revolutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 18-16584 and 18-16585) on Nov. 1, 2018. In the petition signed by Lorin Watada, managing member, both debtors estimated assets of less than $100,000 and liabilities of $500,000. CAJ SOUTHWAY: Interim Cash Collateral Use Until Feb. 21 Okayed -------------------------------------------------------------- The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts has entered an order granting CAJ Southway Plaza LLC's use of cash collateral on a further interim basis through the continued hearing date of Feb. 21, 2019 at 11:00 a.m. CAJ Southway is directed to file an updated accounting of budgeted to actual expenses, and any projected budget for further use of cash collateral, by Feb. 15, 2019. Objections will be due by February 19, 2019. A separate order will be entered. A copy of the Interim Order is available at http://bankrupt.com/misc/mab18-12631-90.pdf About CAJ Southway Plaza CAJ Southway Plaza, LLC, is a single asset real estate limited liability company that owns and operates Southway Plaza, a 106,000-square-foot retail shopping center located at 340-400 Rhode Island Boulevard, Fall River, Massachusetts. CAJ Southway Plaza sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-12631) on July 10, 2018. At the time of the filing, the Debtor estimated assets of $1,000,001 to $10 million and liabilities of $1 million to $10 million. Judge Joan N. Feeney oversees the case. MADOFF & KHOURY LLP is the Debtor's counsel. CAJ SOUTHWAY: Judge Signs Third Interim Cash Collateral Order ------------------------------------------------------------- The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts signs a third interim order authorizing CAJ Southway Plaza LLC to use the rental revenue and other collateral claimed by JPMBB 2013-C15 Rhode Island Avenue, LLC, to pay for the operating expenses incurred in accordance with the Budget until the earliest to occur of (a) Feb. 21, 2019 or the occurrence of a "termination event". A further interim hearing on the Debtor's continued use of cash collateral will be conducted by the Court on Feb. 21, 2019 at 11:00 a.m. Any objections must be filed by Feb. 19. The approved budget provides cash disbursements of approximately $272,209 during week ending Jan. 19, 2019 through week ending April 13, 2019. The Debtor is required file and serve to all interested parties and accounting of its actual income and expenses on or before Feb. 15, 2019. A full-text copy of the Third Interim Order is available at http://bankrupt.com/misc/mab18-12631-93.pdf About CAJ Southway Plaza CAJ Southway Plaza, LLC, is a single asset real estate limited liability company that owns and operates Southway Plaza, a 106,000-square-foot retail shopping center located at 340-400 Rhode Island Boulevard, Fall River, Massachusetts. CAJ Southway Plaza sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-12631) on July 10, 2018. At the time of the filing, the Debtor estimated assets of $1,000,001 to $10 million and liabilities of $1 million to $10 million. Judge Joan N. Feeney oversees the case. MADOFF & KHOURY LLP is the Debtor's counsel. CBAK ENERGY: Creditors Agree to Cancel $5.2 Million in Debt ----------------------------------------------------------- CBAK Energy Technology, Inc. has entered into a cancellation agreement with two individual creditors who loaned an aggregate of approximately $5.2 million to the Company's wholly-owned subsidiary. Pursuant to the terms of the Cancellation Agreement dated Jan. 7, 2019, the creditors agreed to cancel the Debts in exchange for an aggregate of 5,098,040 shares of common stock of the Company at an exchange price of $1.02 per share. Upon receipt of the Shares, the creditors will release the Company from any claims, demands and other obligations relating to the Debts. The Cancellation Agreement contains customary representations and warranties of the creditors. The creditors do not have registration rights with respect to the Shares. The issuance of the Shares to the creditors will be made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for the offer and sale of securities not involving a public offering, and Regulation S promulgated thereunder. None of the Shares have been registered under the Act and neither may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc. -- http://www.cbak.com.cn/-- is engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the following applications: electric vehicles; light electric vehicles; and electric tools, energy storage, uninterruptible power supply, and other high power applications. CBAK Energy reported a net loss of US$21.46 million for the year ended Dec. 31, 2017 compared to a net loss of US$12.65 million for the year ended Sept. 30, 2016. As of Sept. 30, 2018, the Company had $132.15 million in total assets, $128.18 million in total liabilities, and $3.97 million in total equity. Centurion ZD CPA Limited, in Hong Kong, China, the Company's auditor since 2016, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017 stating that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2017. All these factors raise substantial doubt about its ability to continue as a going concern. CC CARE LLC: Seeks to Hire Templin Healthcare as Accountant ----------------------------------------------------------- CC Care, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Templin Healthcare Accounting Services, LLP, as its accountant. The firm will assist the company and its affiliates in compiling financial and statistical cost reports for long-term care facilities required by the State of Illinois Department of Healthcare and Family Services. Templin will be paid according to this fee structure: Debtor Fees Costs Total ------ ------ ----- ----- BT Bourbonnais Care $2,250 $7 $2,257 CC Care $4,500 $215 $4,715 CT Care $2,250 $7 $2,257 FT Care $2,250 $7 $2,257 JT Care $2,250 $7 $2,257 KT Care $2,250 $7 $2,257 SV Care $4,500 $215 $4,715 TN Care $4,500 $215 $4,715 WCT Care $2,250 $7 $2,257 Any additional services required to assist in the audit of the Debtors' cost reports, such as telephone conferences and meetings with Medicaid auditors, will be billed at an hourly rate of $125 per Debtor. Templin does not hold any interest adverse to the Debtors and their bankruptcy estates, according to court filings. The firm can be reached through: Larry Templin Templin Healthcare Accounting Services, LLP P.O. Box 9 Dunlap, IL 61525 Phone: 630-361-2868 Email: info@templinhealthcare.com About CC Care LLC CC Care, LLC, and its affiliates are Delaware limited liability companies owned by JLM Financial Healthcare, LP, that operate long-term care facilities that provide nursing, healthcare, therapeutic and social services to the chronically ill with a diagnosis of mental illness. The operating entities own these nursing care facilities: Entity Facility Name/Location ------ ---------------------- CC Care Community Care Center, Chicago, Illinois BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill. CT Care Crestwood Terrace Nursing Center, Crestwood, Ill. FT Care Frankfort Terrace Nursing Center, Frankfort, Ill. JT Care Joliet Terrace Nursing Center, Joliet, Illinois KT Care Kankakee Terrance Nursing Center, Bourbonnais, Ill. SV Care Southview Manor, Chicago, Illinois TN Care Terrace Nursing Home, Waukegan, Illinois WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill. On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC Care, LLC, doing business as Community Care Center (Bankr. N.D. Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing business as Bourbonnais Terrace Nursing Home (Case No. 17-32411), CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC (17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial Healthcare, LP (17-32421). Patrick Laffey, their manager and designated representative, signed the petitions. The cases are jointly administered under Case No. 17-32406 and assigned to Judge Janet S. Baer. At the time of filing, CC Care estimated $1 million to $10 million in assets and liabilities. The Debtors are represented by Burke Warren Mackay & Serritella P.C. On Nov. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Freeborn & Peters LLP as its legal counsel, and Province, Inc. as its financial advisor. CENTERSTONE LINEN: U.S. Trustee Forms 3-Member Committee -------------------------------------------------------- The U.S. Trustee for Region 2 on Jan. 10 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Centerstone Linen Services, LLC and its affiliates. The committee members are: (1) Ryder Truck Rental d/b/a Ryder Transportation 11690 NW 105th Street Miami, FL 33178 Attention: Michael Mandell Phone: (305) 500-4417 (2) Superior Group of Companies, Inc. 10055 Seminole Blvd. Seminole, FL 33772 Attention: Stephanie Burton Associate General Counsel Phone: (727) 803-7130 (3) Tyler Staffing Services, Inc. d/b/a Chase Professionals 750 Hammond Drive NE Atlanta, GA 30328-6136 Attention: Tracey Bailey Phone: (404) 250-5116 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Centerstone Linen Services Centerstone Linen Services, LLC is the corporate parent of four subsidiary corporations: Atlas Health Care Linen Services Co., LLC, Alliance Laundry & Textile Service LLC, Alliance Laundry and Textile Service of Atlanta LLC, and Alliance LTS Winchester LLC. These subsidiaries, all doing business as Clarus Linen Systems -- http://www.claruslinens.com/-- provide linen rental and commercial laundry services to the healthcare industry. Atlas operates two production facilities in New York while Alliance Laundry operates two facilities in Georgia and one in South Carolina, which provide daily pick-ups and deliveries to their customers. Centerstone Linen Services and its four subsidiaries filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Lead Case No. 18-31754) in Syracuse, New York on Dec. 19, 2018. In the petitions signed by CEO John Giardino, Atlas Health estimated $10 million to $50 million in assets and liabilities of the same range as of the bankruptcy filing. Centerstone Linen estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Bond, Schoeneck & King, PLLC, is the Debtor's counsel. CHESAPEAKE ENERGY: BlackRock Has 10.2% Stake as of Dec. 31 ---------------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2018, it beneficially owns 92,972,882 shares of common stock of Chesapeake Energy Corp., which represents 10.2 percent of the shares outstanding. A full-text copy of the regulatory filing is available at no charge at: https://is.gd/rHkw0d About Chesapeake Energy Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) -- http://www.chk.com/-- is an independent exploration and production company engaged in the acquisition, exploration and development of properties for the production of oil, natural gas and NGLs from underground reservoirs. Chesapeake owns a large and geographically diverse portfolio of onshore U.S. unconventional natural gas and liquids assets, including interests in approximately 17,300 oil and natural gas wells. The Company has leading positions in the liquids-rich resource plays of the Eagle Ford Shale in South Texas, the Anadarko Basin in northwestern Oklahoma and the stacked pay in the Powder River Basin in Wyoming. Its natural gas resource plays are the Marcellus Shale in the northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier Shales in northwestern Louisiana and East Texas and the Utica Shale in Ohio. Chesapeake reported net income attributable to the Company of $949 million for the year ended Dec. 31, 2017, following a net loss attributable to the Company of $4.39 billion for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $12.65 billion in total assets, $2.97 billion in total current liabilities, $9.72 billion in total long-term liabilities, and a total deficit of $39 million. Chesapeake stated in its Quarterly Report for the period ended Sept. 30, 2018 that, "Even though we have taken measures to mitigate the liquidity concerns facing us for the next 12 months ... there can be no assurance that these measures will be sufficient for periods beyond the next 12 months. If needed, we may seek to access the capital markets or otherwise refinance a portion of our outstanding indebtedness to improve our liquidity. We closely monitor the amounts and timing of our sources and uses of funds, particularly as they affect our ability to maintain compliance with the financial covenants of our revolving credit facility. Furthermore, our ability to generate operating cash flow in the current commodity price environment, sell assets, access capital markets or take any other action to improve our liquidity and manage our debt is subject to the risks discussed above and elsewhere in our periodic reports and the other risks and uncertainties that exist in our industry, some of which we may not be able to anticipate at this time or control." CHESAPEAKE ENERGY: BlackRock Has 9.99% Stake as of Dec. 31 ---------------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2018, it beneficially owns 90,972,998 shares of common stock of Chesapeake Energy Corp., which represents 9.99 percent of the shares outstanding. A full-text copy of the regulatory filing is available at no charge at: https://is.gd/55tSYm About Chesapeake Energy Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) -- http://www.chk.com/-- is an independent exploration and production company engaged in the acquisition, exploration and development of properties for the production of oil, natural gas and NGLs from underground reservoirs. Chesapeake owns a large and geographically diverse portfolio of onshore U.S. unconventional natural gas and liquids assets, including interests in approximately 17,300 oil and natural gas wells. The Company has leading positions in the liquids-rich resource plays of the Eagle Ford Shale in South Texas, the Anadarko Basin in northwestern Oklahoma and the stacked pay in the Powder River Basin in Wyoming. Its natural gas resource plays are the Marcellus Shale in the northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier Shales in northwestern Louisiana and East Texas and the Utica Shale in Ohio. Chesapeake reported net income attributable to the Company of $949 million for the year ended Dec. 31, 2017, following a net loss attributable to the Company of $4.39 billion for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $12.65 billion in total assets, $2.97 billion in total current liabilities, $9.72 billion in total long-term liabilities, and a total deficit of $39 million. Chesapeake stated in its Quarterly Report for the period ended Sept. 30, 2018 that, "Even though we have taken measures to mitigate the liquidity concerns facing us for the next 12 months ... there can be no assurance that these measures will be sufficient for periods beyond the next 12 months. If needed, we may seek to access the capital markets or otherwise refinance a portion of our outstanding indebtedness to improve our liquidity. We closely monitor the amounts and timing of our sources and uses of funds, particularly as they affect our ability to maintain compliance with the financial covenants of our revolving credit facility. Furthermore, our ability to generate operating cash flow in the current commodity price environment, sell assets, access capital markets or take any other action to improve our liquidity and manage our debt is subject to the risks discussed above and elsewhere in our periodic reports and the other risks and uncertainties that exist in our industry, some of which we may not be able to anticipate at this time or control." CHILDRESS GATEWAY: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------- Childress Gateway Enterprise, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to use cash collateral in the ordinary course of its business in the amounts set forth in the budget. Wellington State Bank asserts a lien on the hotel, including, among other things, the room revenue generated by the Debtor. The Debtor seeks to use the cash collateral of Wellington to make the payroll and continue operations. The Debtor intends to grant Wellington adequate protection in the form of replacement liens under 11 U.S.C. Section 552. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/txeb19-40006-3.pdf About Childress Gateway Childress Gateway Enterprise Inc. is an economy hotel located in Childress, Texas and opened in 1995. The company previously sought bankruptcy protection on June 30, 2017 (Bankr. E.D. Tex. Case No. 17-41406). Childress Gateway Enterprise filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 19-40006), on January 1, 2019. The Petition was signed by Manherial Patel, president. At the time of filing, the Debtor had $1,118,550 in total assets and $2,333,275 in total liabilities. The Debtor is represented by Eric A. Liepins, Esq. CIMPRESS USA: Moody's Rates Sr. Secured Term Loan 'Ba2' ------------------------------------------------------- Moody's Investors Service assigned Ba2 ratings to Cimpress N.V.'s and Cimpress USA Incorporated's incremental senior secured credit facilities. All other ratings remain unchanged. Cimpress is increasing commitments under its revolver by $248 million and its term loan by $252 million. Following the company's debt-funded acquisition of BuildASign in late 2018, this transaction is leverage neutral since term loan proceeds will be applied towards partial repayment of revolver borrowings. However, Moody's believes that the increased revolver capacity and termed out debt continues to suggest that the company is comfortable carrying higher amounts of leverage. The company's revolver is sizable at roughly 40% of revenue, and the further use of this facility could pressure ratings, according to the rating agency. Assignments: Issuer: Cimpress N.V. Senior Secured Revolving Credit Facility, Assigned Ba2 (LGD3) Issuer: Cimpress USA Incorporated Senior Secured Term Loan, Assigned Ba2 (LGD3) RATINGS RATIONALE Cimpress' Ba3 Corporate Family Rating continues to broadly reflect strong organic revenue growth and good free cash flow-to-debt in the high single-digit percent range. The company's growth stems from solid online technology for small print jobs. Moody's anticipates that the company will grow organic revenue at rates in at least the mid-single-digits over the next 12-18 months. The company operates within a large addressable market and benefits from its scale as it executes on its strategy to provide customers with mass customization. Relative to its early days when the business consisted solely of Vistaprint, the company has benefited from increased diversification across products, regions, and customers. The CFR is constrained, however, by the execution and re-levering risks of ongoing acquisitions and share buyback activity, the broader downward trajectory of the printing industry, pressures on demand for physical advertising-related products, and the risk of digital substitution. The Ba2 ratings for the senior secured credit facilities -- one notch above the CFR -- reflect the effective seniority of this debt with respect to its underlying collateral relative to $400 million of B2-rated senior unsecured notes due 2026 and other general unsecured claims of the company. The stable outlook reflects Moody's expectation of solid free cash flow generation and debt/EBITDA remaining above 3x for at least the next 12-18 months. Factors that could lead to an upgrade include debt/EBITDA sustained below 3x, with more conservative financial policies supportive of leverage remaining at such levels coupled with maintenance of very good liquidity and free cash flow-to-debt sustained above 5%. Taken together with solid operating fundamentals, a supportive business environment and organic revenue growth, consideration of a prospective ratings upgrade could then be warranted. Factors that could lead to a downgrade include leveraging acquisitions, dividends or share buybacks, deteriorating liquidity provisions, margin contraction or stagnation of organic revenue growth. The principal methodology used in these ratings was Media Industry published in June 2017. Cimpress, headquartered in the Netherlands and with executive offices in Paris, France and Waltham, Massachusetts, is a provider of customized marketing products and services to small businesses and consumers worldwide, largely comprised of printed and other physical products. Revenue for the twelve months ended September 30, 2018 measured $2.6 billion. Moody's Investors Service assigned Ba2 ratings to Cimpress N.V.'s and Cimpress USA Incorporated's incremental senior secured credit facilities. All other ratings remain unchanged. Cimpress is increasing commitments under its revolver by $248 million and its term loan by $252 million. COMMUNITY HEALTH: CVRs Will be Delisted from Nasdaq --------------------------------------------------- As previously disclosed, on Sept. 25, 2018, Community Health Systems, Inc. announced a global resolution and settlement agreements ending the U.S. Department of Justice investigations into certain conduct of Health Management Associates, Inc. and its affiliated entities and settling qui tam lawsuits that were initiated and pending, and known to the Company, before the Company's acquisition of HMA, under which resolution the Company made total payments of $266 million (including interest) during the fourth quarter of 2018. Based on the total costs incurred and settlements paid (including with respect to this global settlement), no payment will be due to the holders of the contingent value rights that were issued to shareholders of HMA as part of the consideration in the Company's acquisition by merger of HMA in January 2014 and trade on the Nasdaq Global Market under the ticker symbol CYHHZ. The Contingent Value Rights Agreement, dated Jan. 27, 2014, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee, entitled the holder to receive a one-time cash payment of up to $1.00 per CVR, subject to downward adjustment (but not below zero) based on the final resolution of certain litigation, investigations, or other actions or proceedings related to HMA or its affiliates which existed on or prior to July 29, 2013 (the date of the Company's merger agreement with HMA). Based on the amount of losses incurred by the Company in connection with the HMA Legal Matters as more specifically provided in the CVR Agreement, which generally included the amount paid for damages, costs, fees and expenses (including, without limitation, attorneys' fees and expenses), and all fines, penalties, settlement amounts, indemnification obligations and other liabilities, no amount is payable to the holders of CVRs under the CVR Agreement. The Company has provided notice to the trustee under the CVR Agreement of this determination in accordance with the terms of the CVR Agreement. As a result of the determination that no amount is payable under the CVRs, the CVR Agreement has terminated, and the CVRs will be removed from listing with Nasdaq and deregistered with the Securities and Exchange Commission. On Jan. 11, 2019, The Nasdaq Stock Market LLC filed a Form 25 with the SEC notifying the removal from lilsting or registration of of Community Health's Series A Contingent Value Rights from the Exchange. About Community Health Community Health -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 115 affiliated hospitals in 20 states with an aggregate of approximately 19,000 licensed beds. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." Community Health reported a net loss of $2.39 billion for the year ended Dec. 31, 2017, compared to a net loss of $1.62 billion for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Community Health had $16.46 billion in total assets, $17.10 billion in total liabilities, $495 million in redeemable non-controlling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.13 billion. * * * As reported by the TCR on July 2, 2018, S&P Global Ratings raised its corporate credit rating on Franklin, Tenn.-based hospital operator Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The upgrade of Community to 'CCC+' reflects the company's longer-dated debt maturity schedule, and our view that its efforts to rationalize its hospital portfolio as well as improve financial performance and cash flow should strengthen credit measures over the next 12 to 18 months." In May 2018, Fitch Ratings downgraded Community Health Systems' (CHS) Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement of an offer to exchange three series of senior unsecured notes due 2019, 2020 and 2022. CONDO 64: Allowed to Continue Using Cash Collateral Until Jan. 23 ----------------------------------------------------------------- The Hon. James J. Tancredi of the U.S. Bankruptcy Court for the District of Connecticut has entered his twenty-fifth order authorizing Condo 64, LLC, to use cash collateral in the ordinary course of its business up to the maximum amount of $47,964 to be disbursed for payment of the expenses incurred for the period commencing Dec. 24, 2018 and continuing through Jan. 23, 2019. A final hearing on the Debtor's use of cash collateral will be held on Jan. 29, 2019, at 10:00 a.m. Prior to the Petition Date, the Debtor was indebted to American Eagle Financial Credit Union under a certain mortgage loan in the principal amount of $2,600,000, secured by a first priority mortgage and assignment of rents on the Property and a security interest in all of the Debtor's personality. On the Petition Date, American Eagle asserts the outstanding principal balance was $2,489,101 with accrued interest of $276,423, together with late charges, attorneys' fees, and such other amounts as may be outstanding under the Loan Documents. As adequate protection to American Eagle Financial Credit Union for the Debtor's use of cash collateral and for any diminution in the collateral, American Eagle is granted, nunc pro tunc to the Petition Date: (a) A continuing post-petition lien and security interest in all prepetition property of the Debtor as it existed on the Petition Date, of the same type against which American Eagle held validly protected liens and security interests as of the Petition Date; (b) A continuing post-petition lien in all property acquired by the Debtor after the Petition date. The Replacement Liens will maintain the same priority, validity and enforceability as American Eagle's liens on the initial collateral and will be recognized only to the extent of any diminution in the value of the collateral resulting from the use of cash collateral pursuant to Twenty-Fifth Interim Order; and (c) As further adequate protection to American Eagle, the Debtor is authorized to pay to American Eagle the sum of $7,500 per month, which payment will satisfy the Debtor's obligation during the Cash Collateral Usage Period. To the extent the replacement liens granted to American Eagle pursuant to the Twenty- Fifth Order are insufficient to compensate American Eagle for any diminution in value of the Collateral, American Eagle will be entitled to a super-priority administrative claim pursuant to 11 U.S.C. Section 503(b) of the Bankruptcy Code, and American Eagle will be entitled to the protections of and the priority set forth in 11 U.S.C. Section 507(b). The liens of American Eagle and any replacement thereof pursuant to the Twenty- Fifth Order, and any priority to which American Eagle may be entitled or becomes entitled under Section 507(b) of the Bankruptcy Code, will be subject to and subordinate to: (a) amounts payable by the Debtor under Section 1930(a)(6) of Title 28 of the United States Code; (b) amounts due and owing to the Debtor's employees or contract labor for postpetition wages or services which accrue during the term of the Twenty- Fifth Order, and (c) for the allowed fees and expenses of Debtor's retained counsel, Halloran & Sage, LLP, Kevin Mason, Esq., and accountants, in an amount not to exceed $75,000, to be paid from proceeds of American Eagle's collateral in the event allowed administrative fees of Debtor's Professionals are not paid or available from cash on hand from the Debtor's operations, or from the sale or refinance of the Debtor's property. A full-text copy of the Twenty- Fifth Interim Order is available at: http://bankrupt.com/misc/ctb15-21797-430.pdf About Condo 64 LLC Condo 64, LLC, a single asset real estate under 11 U.S.C. Sec. 101(51B), is the owner of 67 of the 112 condominium units and the leases and rents in connection therewith at the location known as 505-509 Burnside Avenue, East Hartford, Connecticut. Condo 64 filed a Chapter 11 petition (Bankr. D. Conn. Case No. 15-21797) on Oct. 16, 2015. In the petition signed by Managing Member Oliver C. Pinkard, the Debtor disclosed total assets at $4.6 million and total liabilities at $3.1 million at the time of the filing. The case is assigned to Judge Ann M. Nevins. The Debtor hired Kaitlin M. Humble, Esq., and Craig I. Lifland, Esq., at Halloran & Sage LLP, as bankruptcy counsel; and MAC Commercial Financing Inc. as mortgage broker. No trustee, examiner or creditors' committee has been appointed in the case. CONTINENTAL WHOLESALE: Seeks Authority to Use Cash Collateral ------------------------------------------------------------- Continental Wholesale Diamonds LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral in the ordinary course of its business. The Debtor proposes to use cash collateral to fund the operating expenses necessary to continue the operation of the business and to maintain the estate, to maximize the return on its assets, and to otherwise avoid irreparable harm and injury to its business and the estate. The Debtor believes that Synovus Bank, CAN Capital Asset Servicing, Inc., Knight Capital Funding, Colonial Funding Group, LLC, Strategic Funding and Mantis Funding LLC may claim perfected and enforceable security interest and lien on, among other assets, the Debtor's inventory, accounts, and accounts receivables which constitute these Secured Creditor's cash collateral. The Debtor intends to provide Secured Creditors with replacement liens to the same extent and validity as held by Secured Creditors prepetition and other terms as set forth in the proposed Interim Order. The Debtor also believes that the interest of the Secured Creditors will be adequately protected by its continued operation. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flmb18-11002-15.pdf About Continental Wholesale Continental Wholesale -- https://www.continentalwholesalediamonds.com -- is a wholesale jewelry manufacturer that has previously sold exclusively to fine jewelry stores across the country. Continental Wholesale Diamonds now offers certified diamonds, engagement rings, wedding bands, diamond stud and hoop earrings and gold and silver designer jewelry at wholesale prices. Continental Wholesale Diamonds LLC filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-11002) on Dec. 24, 2018. In the petition signed by Andrew Meyer, authorized representative, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Catherine Peek McEwen. The Debtor is represented by James W. Elliott, Esq. at McIntyre Thanasides BringGold, et al. CORONA LANE: Must File Disclosure Statement, Plan by March 1 ------------------------------------------------------------ Corona Lane, LLC, is directed by the Bankruptcy Court to file a Disclosure Statement and Chapter 11 Plan by March 1, 2019. The Debtor is also directed to file Monthly Operating Reports for the months of September 2018, October 2018, and November 2018 by December 20, 2018. Counsel for the Debtor: Steven B. Ramsdell, Esq. 300 N. Washington St., Suite 310 Alexandria, VA 22314 About Corona Lane Corona Lane, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 17-14231) on Dec. 13, 2017. In the petition signed by Barbara Diseati-Ayres, member, the Debtor estimated assets and liabilities of less than $500,000. Judge Brian F. Kenney presides over the case. CRUISING GUIDE: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Cruising Guide Publications, Incorporated as of Jan. 9, according to a court docket. About Cruising Guide Publications Cruising Guide Publications, Incorporated sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10689) on December 13, 2018. At the time of the filing, the Debtor had estimated assets of less than $100,000 and liabilities of less than $500,000. The Debtor tapped Buddy D. Ford, PA as its legal counsel. CYTODYN INC: Accumulated Deficit Raises Going Concern Doubt ----------------------------------------------------------- CytoDyn Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $14,305,380 on $0 of net revenue for the three months ended November 30, 2018, compared with a net loss of $10,947,685 on $0 of net revenue for the same period in 2017. At November 30, 2018, the Company had total assets of $20,390,953, total liabilities of $28,454,877, and $8,063,924 in total stockholders' deficit. The Company's Chief Executive Officer Nader Z. Pourhassan and Chief Financial Officer Michael D. Mulholland disclosed in the Form 10-Q that the Company had losses for all periods presented. The Company incurred a net loss of $28,718,950 for the six months ended November 30, 2018 and has an accumulated deficit of $201,858,345 as of November 30, 2018. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/INILKZ CytoDyn Inc. (OTCQB: CYDY), a biotechnology company, focuses on the clinical development and commercialization of humanized monoclonal antibodies for the treatment and prevention of human immunodeficiency virus infection. The Company is based in Vancouver, Washington. DIOCESE OF WINONA: Committee Taps Stinson Leonard Street as Counsel ------------------------------------------------------------------- The Official Committee of Unsecured Creditors of The Diocese of Diocese of Winona-Rochester seeks authority from the United States Bankruptcy Court for the District of Minnesota (St Paul) to hire Stinson Leonard Street LLP as its bankruptcy counsel. The Committee requires SLS to: (a) consult with the Debtor and the Office of the United States Trustee regarding administration of the case; (b) advise the Committee with respect to its rights, powers, and duties as they relate to the case; (c) investigate the acts, conduct, assets, liabilities, and financial condition of the Debtor; (d) assist the Committee in analyzing the Debtor's pre-petition and post-petition relationships with its creditors, equity interest holders, employees, and other parties in interest; (e) assist and negotiate on the Committee's behalf in matters relating to the claims of the Debtor’s other creditors; (f) assist the Committee in preparing pleadings and applications as may be necessary to further the Committee’s interests and objectives; (g) research, analyze, investigate, file and prosecute litigation on behalf of the Committee in connection with issues including but not limited to avoidance actions or fraudulent conveyances; (h) represent the Committee at hearings and other proceedings; (i) review and analyz applications, orders, statements of operations, and schedules filed with the Court and advising the Committee regarding all such materials; (j) aid and enhance the Committee's participation in formulating a plan; (k) assist the Committee in advising unsecured creditors of the Committee's decisions, including the collection and filing of acceptances and rejections to any proposed plan; (l) negotiate and mediate issues relating to the value and payment of claims held by the Committee's constituency; and (m) perform such other legal services as may be required and are deemed to be in the interests of the Committee. SLS's hourly rates for this matter are: Partners $320 – $680 Associates $275 – $410 Paralegals $140 – $300 Robert T. Kugler, Esq., partner in the law firm of Stinson Leonard Street LLP, attests that the partners, counsel, associates, and paraprofessionals of SLS are "disinterested" parties within the meaning of Section 101(14) of the Bankruptcy Code, and do not represent any other entity having an interest adverse to the Committee in connection with this Chapter 11 case. SLS can be reached through: Robert T. Kugler, Esq. Stinson Leonard Street LLP 50 South Sixth Street, Suite 2600 Minneapolis, MN 55402 Phone: 612-335-1645 Email: robert.kugler@stinson.com About the Diocese of Winona-Rochester The Diocese of Winona-Rochester was established on Nov. 26, 1889 when Pope Leo XIII issued the apostolic constitution which erected the diocese, and set its geographical boundaries. The Diocese encompasses the 20 southernmost counties of the state of Minnesota and measures 12,282 square miles. The Diocese is home to 107 parishes, four high schools, 30 junior high, elementary or preschools, and Immaculate Heart of Mary Seminary in Winona. The Diocese of Winona-Rochester is headquartered at the Diocesan Pastoral Center in Winona, Minnesota. The Diocese of Winona-Rochester sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. D. Minn. Case No. 18-33707) on Nov. 30, 2018. In the petition signed by Reverend Monsignor Thomas P. Melvin, vicar general, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. The case is assigned to Judge Robert J. Kressel. Bodman PLC is the Debtor's bankruptcy counsel. Restovich Braun & Associates, led by Christopher W. Coon, is the local counsel. Alliance Management, LLC, is the financial consultant. EMMIS COMMS: Mulls Refinancing, Sale as Term Loan Maturity Looms ---------------------------------------------------------------- Emmis Communications Corporation disclosed in a regulatory filing that the Company's revolving credit facility expired on August 31, 2018, and its term loan is due no later than April 18, 2019. As of Nov. 30, 2018, the Company has $28.0 million outstanding under its term loan, and has approximately $9 million of cash on hand. Emmis believes "it can fund its future operational needs with its cash on hand and cash generated from operations, but will not be able to repay its term loan by April 18, 2019, absent other actions," according to the Company's Form 10-Q filing with the Securities and Exchange Commission for the third fiscal quarter ending November 30, 2018. Management is currently exploring a number of options that would allow the Company to repay its term loan by April 18, according to the Company. Management believes that it is probable that it will refinance its remaining term loan under a 2014 credit agreement prior to April 18. Emmis noted it has successfully refinanced its credit agreement debt many times in the past. Recent asset sales and associated term loan repayments have significantly reduced the Company's leverage ratio. "Additionally, dramatic cost reductions recently enacted within our emerging technologies operations improves our profitability prospectively. Management believes these actions have enhanced our ability to refinance our term loan. Management is also exploring several alternatives that would further reduce our term loan obligations and our ability to refinance, including the sale of WLIB-AM in New York City and other assets," the Company said. Management's intention and belief that the credit agreement debt will be refinanced prior to April 18, 2019 assumes, among other things, that the Company will continue to be successful in implementing its business strategy and that there will be no material adverse developments in its business, liquidity or capital requirements. If one or more of these factors do not occur as expected, it could cause a default under the Company's credit agreement, Emmis added. Emmis had $245.8 million in total assets against $143.9 million in total liabilities as of November 30. The Company posted consolidated net income of $1.5 million for the three months ended November 30 compared to $432,000 for the same period in 2017. Emmis' radio net revenues for the third fiscal quarter were $28.7 million, down from $34.0 million in the prior year. Sales of radio stations (KPWR in LA in August 2017 and four radio stations in St. Louis on April 30, 2018) make Emmis' reported results not comparable year-over-year, the Company noted in a press statement. Pro forma for all radio station sales, Emmis' third quarter radio revenues, as reported to Miller Kaplan, which excludes barter and certain other revenues, were up 5% in markets that were up 2%. "With this quarter's strong performance, Emmis is now outperforming its markets through the first nine months of this fiscal year -- quite an achievement," said Emmis Chairman and CEO Jeff Smulyan. "Political revenues certainly helped, but we also saw growth in our core advertising categories, all of which contributed to Emmis having its strongest quarter in four years. New York and Indianapolis both outperformed their markets and continue to produce strong ratings, which should help sustain Emmis' revenue growth. That certainly appears to be the case in January and February, where both months are pacing up mid-to-high single digits." In 2018, S&P Global Ratings affirmed Emmis' 'B-' corporate credit rating, outlook is stable, after the radio broadcaster entered into definitive agreements to sell its St. Louis radio stations to Hubbard Radio LLC and Entercom Communications Corp. for $60 million. The proceeds were used to repay debt. Emmis Communications (NASDAQ: EMMS) owns and operates radio and magazine entities in large and medium sized markets throughout the U.S. It is the ninth largest radio group in the U.S (based on listeners) and has been voted the Most Respected Radio Company in a poll of industry CEOs. ENGINEERED MACHINERY: S&P Rates $160MM Incremental Loan 'B-' ------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to the proposed $160 million incremental first-lien term loan due 2024 issued by Chicago-based Engineered Machinery Holdings, Inc., diversified specialty component manufacturer. The '3' recovery rating indicates its expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a default. The company will use the proceeds from the term loan, along with equity contributed by a sponsor, to acquire Wulftec, a manufacturer and marketer of stretch wrapping machines. S&P said, "Our 'B-' issuer credit rating and stable outlook on Engineered Machinery Holdings Inc. remain unchanged. We expect that solid growth in the company's end markets will allow it to continue to increase its revenue and free cash flow over the next 12 months while successfully integrating companies it has acquired over the past year. The company has excess borrowing capacity under its revolving credit facility at the current rating and we expect it to continue to pursue accretive bolt-on acquisitions that it will fund with debt." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors S&P said, "We assigned our 'B-' issue-level rating and '3' recovery rating to the company's proposed $160 million incremental first-lien facility. The 'B-' and '3' ratings on the existing first-lien facilities remain unchanged. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in a payment default scenario. "Also unchanged is our 'CCC' issue-level rating on Engineered Machinery's second-lien term loan, with a recovery rating of '6'. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a payment default. "Our simulated default scenario assumes a default occurring in 2021 amid a deep global recession that sharply reduces the capital spending of the company's customers and leads to a significant reduction in its sales. Pricing competition and substitution risk also lead to a decline in Engineered Machinery's customer base. We assume that in such a scenario the company's liquidity would be fully utilized to fund its cash shortfalls to the point that it cannot meet its fixed obligations. "We have valued the company as a going concern using a 5x multiple of our projected emergence EBITDA." Engineered Machinery derives approximately 30% of its revenue and EBITDA from overseas. Simulated default assumptions -- Simulated year of default: 2021 -- Implied enterprise value multiple: 5x -- EBITDA at emergence: $114 million -- Jurisdiction: U.S. Simplified waterfall -- Net enterprise value at default (after 5% administrative costs): $543 million -- Collateral value available to secured creditors: $526 million -- First-lien secured debt: $939 million --Recovery expectations: 50%-70% (rounded estimate: 55%) -- Total second-lien debt and deficiency claims: $733 million --Recovery expectations: 0%-10% (rounded estimate: 5%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Engineered Machinery Holdings Inc. Issuer Credit Rating B-/Stable/-- New Rating Engineered Machinery Holdings Inc. Senior Secured $160 mil first-lien term loan due July 2024 B- Recovery Rating 3(55%) EP ENERGY: Receives Noncompliance Notice from NYSE -------------------------------------------------- EP Energy Corporation was notified on Jan. 3, 2019, by the New York Stock Exchange of its noncompliance with continued listing standards because the average closing price of its class A common stock over a prior 30 consecutive trading day period had fallen below $1.00 per share, which is the minimum average closing price per share required to maintain listing on the NYSE. In accordance with applicable NYSE procedures, EP Energy intends to notify the NYSE within ten business days of receipt of the notification of its intent to cure the deficiency and restore its compliance with the NYSE continued listing standards. EP Energy has a period of six months following the receipt of notice to regain compliance. EP Energy can regain compliance at any time during the six-month cure period if its common stock has a closing share price of at least $1.00 on the last trading day of any calendar month during the period and also has an average closing share price of at least $1.00 over the 30 trading day period ending on the last trading day of that month. EP Energy's common stock will continue to be listed and traded on the NYSE during this six-month cure period, subject to the company's compliance with other continued listing requirements set forth in the NYSE Listed Company Manual. The NYSE notification does not affect EP Energy's business operations or its Securities and Exchange Commission reporting requirements and does not result in a default under any of the company's material debt agreements. About EP Energy LLC EP Energy LLC, a wholly-owned subsidiary of EP Energy Corporation -- http://www.epenergy.com/-- is an independent exploration and production company engaged in the acquisition and development of unconventional onshore oil and natural gas properties in the United States. The Company operates through a diverse base of producing assets and are focused on providing returns through the development of its drilling inventory located in three areas: the Permian basin in West Texas, the Eagle Ford Shale in South Texas, and the Altamont Field in the Uinta basin in Northeastern Utah. The Company is headquartered in Houston, Texas. EP Energy LLC incurred a net loss of $203 million for the year ended Dec. 31, 2017, compared to a net loss of $21 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $5.23 billion in total assets, $563 million in total current liabilities, $4.35 billion in total non-current liabilities, and $317 million in member's equity. * * * In January 2018, S&P Global Ratings raised its corporate credit rating on Houston-based exploration and production (E&P) company EP Energy LLC to 'CCC+' from 'SD' (selective default). The outlook is negative. "The upgrade reflects the announcement that EP has completed exchanges of its unsecured debt, which we considered to be distressed, for 1.5-lien secured debt due 2024. The rating incorporates the new capital structure, which reflects the minimal reduction of the company's debt as a result of the exchanges," S&P said. EP Energy LLC also carries a 'Caal' Corporate Family Rating from Moody's Investors Service. EST GROUP: Allowed to Use Cash Collateral on Interim Basis ---------------------------------------------------------- The Hon. Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas has entered an agreed order authorizing EST Group, LLC's interim use of cash collateral for a period of fourteen days. The Court sets a final hearing for consideration of the Cash Collateral Motion on Jan. 14, 2019 at 9:30 a.m. The Debtor mentions two secured creditors with interests in cash collateral: (i) Chase Bank, N.A., which holds a first lien position on all assets of the Debtor, and (ii) Dell Marketing, LLC, which holds a second lien position on such assets behind Chase. The Court finds that the Interim Budget is reasonable, except the following expenditures: (i) Armely-Allen ISD, $11,280; (ii) portal Architects-Allen ISD, $8,260; (iii) Promark-City of Murphy, $12,068; and (iv) Tech Data-BNFS, TAM, DiMare Fresh. The Court denies these expense items as they appear to be payment for pre-petition goods and services that should not be paid without further notice to creditors and opportunity to be heard. The Debtor is authorized and directed to provide adequate protection of the interests of Chase and Dell in cash collateral by: (a) spending only the funds set forth in the Interim Budget and only for the purposes set forth therein; (b) granting replacement liens to Chase and Dell on new accounts receivable, proceeds of such accounts, cash and deposits in any depository accounts; and (c) maintaining its assets and operations during the interim period. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/txnb18-45031-19.pdf About EST Group EST Group, LLC -- https://www.est-grp.com/ -- is an IT solutions company that provides integration and consulting services tailored around automating, managing, and securing an organization's IT environment. EST Group, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-45031) on Dec. 26, 2018. In the petition signed by Timothy B. Spires, president, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Mark X. Mullin. Whitaker Chalk Swindle & Schwartz, PLLC, led by Robert A. Simon, is the Debtor's counsel. EST GROUP: Seeks Authorization to Use Cash Collateral ----------------------------------------------------- EST Group, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to use cash collateral in the ordinary course of its business. The Debtor has two principal secured creditors: (A) JP Morgan Chase Bank previously extended a line of credit to the Debtor. The Chase Agreement requires monthly payments of principal and interest in the amount of $20,365, with a balloon payment of approximately $300,000 on July 20, 2019. Chase currently shows a balance of approximately $410,750, but the Debtor has made a $20,364.66 payment to Chase that has not yet been credited. The Debtor believes that $393,696 to be the correct current balance. (B) Dell Marketing, LLC, which acquired Castle Pines Capital, LLC's rights under a Credit Agreement. The Dell Agreement fixed the amount of the Debtor's obligation at $2,600,249, after allowing for an offset of $326,056, in recognition of certain sales incentives, i.e. rebates earned by the Debtor but retained by Dell. The Dell Agreement requires monthly payment of interest only, at the rate of 4.75%, in the amount of $9,751.00 from Oct. 1, 2018 through June 1, 2019, and monthly payments of principal and interest in the amount of $77,352 beginning on July 1, 2019. Both Chase and Dell are secured by blanket liens on all assets of the Debtor, with Chase in first position and Dell in the second position. The Debtor proposes to provide adequate protection to Chase and Dell by: (1) living within its Interim Budget and its Nine Month Budget, including minor variances; (2) granting replacement liens on accounts receivable and proceeds; (3) maintaining its assets and operations; (4) growing the IT security business; (5) maintaining positive cash flow over the course of Budget; and (6) making monthly payments on the existing debt to Chase and Dell as set forth above in the summary and below in greater detail. The Debtor intends to pay Chase $20,365 per month through plan confirmation in August or September 2019, and will treat the balance of Chase's claim through the Plan. The Debtor proposes to pay Dell $9,751 per month as adequate protection, with all payments applying to principal, as Dell's claim is under-secured and does not bear interest. The Debtor also proposes to carve out each month $12,500 for bankruptcy counsel, $7,500 for the Debtor's financial advisor and virtual CFO (and his travel expenses), and $2,500 for the Debtor's accountant, Sutton Frost Cary. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/txnb18-45031-7.pdf About EST Group EST Group, LLC -- https://www.est-grp.com/ -- is an IT solutions company that provides integration and consulting services tailored around automating, managing, and securing an organization's IT environment. EST Group, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-45031) on Dec. 26, 2018. In the petition signed by Timothy B. Spires, president, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Mark X. Mullin. Whitaker Chalk Swindle & Schwartz, PLLC, led by Robert A. Simon, is the Debtor's counsel. ETCHER FARMS: Compeer Requests Ch. 11 Trustee Appointment --------------------------------------------------------- Movants, Compeer Financial, PCA and Compeer Financial, FLCA, f/k/a AgStar Financial Services, PCA, and AgStar Financial Services, FLCA, request the U.S. Bankruptcy Court for the Southern District of Iowa to appoint a Chapter 11 trustee for Etcher Farms, Inc. According to the Movants, the Debtors' recent filings and material revisions to all of the Debtors’ financial disclosures to date raises the issues of Debtors’ dishonesty, incompetence, or gross mismanagement of the affairs of the debtors by current management. The Movants further stated that any debtor who files materially false financial information overstating their debt load in an amount in excess $2.4 million over a period of nine months should not be managing its own affairs. Hence, the Court should remove Debtors as debtors-in-possession and appoint a trustee pursuant 11 U.S.C. Sec. 1104(a). The appointment of a trustee is in the best interests of creditors. As provided in the request of the Movants, the Debtors’ inability to effectively manage their affairs over the last nine months, including but not limited to the inability of Debtors to file timely, complete, and accurate financial disclosures and their failure to file a confirmable plan, indicates that Debtors are simply incapable of managing their affairs in manner that is likely to result in the eventual payment of creditors’ claims. Compeer is represented by: Dustan J. Cross, Esq. Rick J. Halbur, Esq. GISLASON & HUNTER LLP New Ulm, MN 56073-04 Email: dcross@gislason.com rhalbur@gislason.com About Etcher Farms Etcher Farms, Inc., Etcher Family Farms LLC, and Elmwood Farms, LLC, are privately held companies in Lovilia, Iowa, in the dairy farms business. They own a cropland and dairy complex located in Monroe County. Etcher Farms, Inc., Etcher Family Farms LLC, and Elmwood Farms, LLC, simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Etcher Farms, Inc. (Bankr. S.D. Iowa Case No. 18-00554); Etcher Family Farms, LLC (Bankr. S.D. Iowa Case No. 18-00555); and Elmwood Farms, LLC (Bankr. S.D. Iowa Case No. 18-00556) on March 19, 2018. In the petitions signed by Scott Etcher, the Debtors' vice president and CEO, the Debtors disclosed $16,590,000 in assets and $10,000,000 in liabilities for Etcher Farms, Inc.; $7,230,000 in assets and $6,840,000 in liabilities for Etcher Family Farms; and $3,870,000 in assets and $4,670,000 in liabilities for Elmwood Farms, LLC. The Hon. Lee M. Jackwig presides over the Debtors' cases. Jeffrey D. Goetz, Esq., and Krystal R Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., serve as the Debtors' counsel. EXGEN RENEWABLES IV: S&P Places 'B' ICR on Credit Watch Negative ---------------------------------------------------------------- S&P Global Ratings noted that ExGen Renewables IV LLC (EGR IV) receives 40% - 45% of its distributions from single asset AV Solar Ranch (AVSR). AVSR operates under a power purchase agreement (PPA) with utility Pacific Gas & Electric Co. (B/Watch Neg/B). S&P places its ratings on EGR IV on CreditWatch with negative implications to reflect the rating action taken on utility, Pacific Gas & Electric Co. (Pac Gas) and parent PG&E Corp. on Jan. 7, 2019. S&P said, "Our CreditWatch placement reflects our view that EGR IV faces risks to its distributions from the AVSR contract in light of recently elevated risks at PG&E, which is a PPA counterparty to AVSR. "We downgraded PG&E and Pac Gas to 'B' from 'BBB-' on Jan. 7, 2019, reflecting the utility's worsened political and regulatory environment. This leads to conditions that may significantly limit the company's options, including its ability to consistently finance or safely operate its businesses." FAIRWAY ENERGY: Taps Young Conaway as Bankruptcy Co-Counsel ----------------------------------------------------------- Fairway Energy, LP received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Young Conaway Stargatt & Taylor, LLP. Young Conaway will serve as co-counsel with Haynes and Boone, LLP, another law firm tapped by the company and its affiliates to represent them in their Chapter 11 cases. The principal attorneys and paralegal designated to represent the Debtors and their hourly rates are: Edmon Morton $750 Kenneth Enos $585 Elizabeth Justison $425 Jared Kochenash $285 Chad Corazza, Paralegal $255 The firm received a retainer in the sum of $100,000. Edmon Morton, Esq., a partner at Young Conaway, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Morton disclosed in a court filing that his firm has not agreed to a variation of its standard or customary billing arrangements, and that no Young Conaway professional has varied his rate based on the geographic location of the Debtors' cases. Young Conaway was retained by the Debtors pursuant to an employment agreement dated November 19, 2018. The billing rates and material terms of the pre-bankruptcy engagement are the same as the rates and terms proposed by the firm, and that the Debtors will be approving a prospective budget and staffing plan for the firm's employment for the post-petition period, according to the filing. The firm can be reached through: Edmon L. Morton, Esq. Kenneth J. Enos, Esq. Elizabeth S. Justison, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 E-mail: emorton@ycst.com E-mail: kenos@ycst.com E-mail: ejustison@ycst.com About Fairway Energy Fairway Energy -- http://www.fairwaymidstream.com/-- provides storage, throughput and ancillary services for third-party companies engaged in the production, distribution and marketing of crude oil. Its services are provided at the Pierce Junction Crude Oil Storage Facility. Fairway Energy, LP, and its affiliates Fairway Energy Partners, LLC, and Fairway Energy GP, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-12684 to 18-12686) on Nov. 26, 2018. The Debtors reported total assets of $382.7 million and total liabilities of $94 million as of Sept. 30, 2018. The cases are assigned to Judge Laurie Selber Silverstein. The Debtors tapped Haynes and Boone, LLP, and Young Conaway Stargatt & Taylor, LLP as their legal counsel; Alvarez & Marsal North America, LLC as financial and restructuring advisor; and Prime Clerk LLC as claims and noticing agent. FORTEM RESOURCES: Recurring Losses Raises Going Concern Doubt ------------------------------------------------------------- Fortem Resources Inc. filed its quarterly report on Form 10-Q, disclosing a Comprehensive Loss of $366,888 on $0 of revenue for the three months ended November 30, 2018, compared with a Comprehensive Loss of $1,165,149 on $0 of revenues for the same period in 2017. At November 30, 2018, the Company had total assets of $7,891,953, total liabilities of $1,290,859, and $6,601,094 in total stockholders' equity. Fortem Resources said, "As of November 30, 2018, the Company has not achieved profitable operations, has incurred losses in developing its business, and further losses are anticipated. The Company has an accumulated deficit of $15,702,598. "The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and pay its liabilities when they come due. To date, the Company has funded operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity or debt financings and loans from directors. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The ability of the Company to continue its operations as a going concern is dependent upon its ability to raise sufficient new capital to fund its operating commitments and ongoing losses and ultimately on generating profitable operations. The consolidated condensed interim financial statements do not include any adjustments to be recorded to assets or liabilities that might be necessary should the Company be unable to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/J7BK1M Fortem Resources Inc. engages in the acquisition, exploration, and development of oil and gas properties in the United States and Canada. The Company holds 100% working interest in the Compeer Property that comprise one productive well covering an area of 3,200 gross acres in the Compeer area of eastern Alberta; and 100% interest in the Godin property covering an area of approximately 12,960 acres located in the Godin area of Northern Alberta. It also holds 75% interest in the Black Dragon property covering an area of 165,000 acres located in the Moenkopi formation of the Carbon and Emery Counties, Utah; and 50% interest in the Rolling Rock Property covering an area of 130,942 acres located in the Mancos formation in the Southern Uinta Basin, Utah. The Company was formerly known as Strongbow Resources Inc. and changed its name to Fortem Resources Inc. in March 2017. Fortem Resources Inc. was founded in 2004 and is based in Calgary, Canada. GENERAL SHOPPING: Moody's Puts Caa2 Sr. Unsec. Debt on Review ------------------------------------------------------------- Moody's Investors Service placed the senior unsecured rating of General Shopping Finance Limited and the subordinated debt rating of General Shopping Investments Limited on review for downgrade. The outlook was changed to rating under review from stable. The following ratings were placed on review for downgrade: Issuer: General Shopping Finance Limited Senior unsecured debt rating at Caa2 Issuer: General Shopping Investments Limited Subordinated debt rating at Ca Outlook Actions: Issuer: General Shopping Finance Limited Outlook, Changed to Rating Under Review from Stable Issuer: General Shopping Investments Limited Outlook, Changed to Rating Under Review from Stable RATINGS RATIONALE On December 26, 2018, General Shopping e Outlet do Brasil announced its intent to transfer the equity interests, direct or indirectly held, in 11 of 16 of its shopping centers to a real estate investment fund, and to distribute approximately R$ 829 million of unrealized profits in February 2019. The company expects to distribute approximately R$207 million in cash and the rest in shares in the real estate fund. For shareholders who opt to not receive shares in the fund, they can choose to receive a local perpetual bond. Its review of GSB's ratings will focus on several factors, including 1) company's significantly reduced portfolio and cash flow generation to service the debt related to its 10% coupon, US$ 164.2 million, senior unsecured perpetual bonds, currently rated at Caa2; 2) any complexities related to its prospective capital structure, including the 12%, US$ 150 million subordinated perpetual bonds, currently rated at Ca; 3) its operational strategy going-forward and 4) whether GSB will continue to operate as an infinite life company. Headquartered in Sao Paulo, Brazil, General Shopping e Outlets do Brasil S.A. [BM&F Bovespa: GSHP3] is a real estate operating company dedicated to the ownership, development and management of shopping centers and outlet centers in Brazil. As of December 31, 2018, the total portfolio comprised of 16 properties, encompassing approximately 451,000 square meters (m2) of gross leasable area (GLA), of which the company's owned share was approximately 53%. Predominantly concentrated in the state of Sao Paulo, the portfolio focuses on serving the Class B and C consumers. The last rating action with respect to General Shopping e Outlets do Brasil S.A. was on October 26, 2018, when Moody's downgraded the company's unsecured debt rating to Caa2 from Caa1, downgraded the subordinated debt rating to Ca from Caa3, and revised the rating outlook to stable from negative. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2018. GIGA-TRONICS INC: Spring Mountain Has 25.3% Stake as of Dec. 31 --------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, these entities or individuals reported beneficial ownership of shares of common stock of Giga-Tronics Incorporated as of Dec. 31, 2018: Shares Percentage Beneficially of Outstanding Reporting Person Owned Shares ---------------- ------------ -------------- Spring Mountain Capital, LLC 3,411,717 25.3% Spring Mountain Capital G.P., LLC 3,411,717 25.3% SMC Reserve Fund II Offshore, LP 106,091 1.0% SMC Private Equity Holdings G.P., LLC 1,363,178 11.4% SMC Private Equity Holdings, LP 1,363,178 11.4% SMC Select Co-Investment I GP, LLC 1,942,448 15.6% SMC Select Co-Investment Fund I, LP 1,942,448 15.6% John L. Steffens 3,729,990 27.1% Gregory P. Ho 3,411,717 25.3% The percentages are calculated based on the number of outstanding shares of Common Stock, 10,989,011, reported as of Nov. 2, 2018, in the Issuer's Form 10-Q filed with the SEC on Nov. 8, 2018, plus the number of shares of Common Stock issuable upon exercise or conversion of any shares of preferred stock or warrants held by the applicable Reporting Person. Each of Mr. Steffens and Mr. Ho by virtue of acting as managing members of SMC GP and SMC LLC, may be deemed to have beneficial ownership of the Common Stock held by, or issuable to, the SMC Funds. Certain members of the Group acquired shares of Common Stock, convertible preferred stock and warrants of the Issuer reported pursuant to the in-kind distribution of such Issuer Securities by Alara Capital AVI II, LLC to its investors, including certain members of the Group, in connection with the wind up and dissolution of Alara. The In-Kind Distribution was effectuated without consideration, and, therefore, no funds were expended in connection with the acquisition of Issuer Securities reported. A full-text copy of the regulatory filing is available at no charge at: https://is.gd/jykHtC About Giga-tronics Headquartered in Dublin, California, Giga-tronics Incorporated is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA", which produces an Advanced Signal Generator (ASG) and an Advanced Signal Analyzer (ASA) for the electronic warfare market and YIG (Yttrium, Iron, Garnet) RADAR filters used in fighter jet aircraft. Giga-tronics produces instruments, subsystems and sophisticated microwave components that have broad applications in defense electronics, aeronautics and wireless telecommunications. Giga-Tronics reported a net loss of $3.10 million for the year ended March 31, 2018, compared to a net loss of $1.54 million for the year ended March 25, 2017. As of Sept. 29, 2018, the Company had $6.40 million in total assets, $4.87 million in total liabilities, and $1.52 million in total shareholders' equity. Armanino LLP's opinion included in the Company's Annual Report on Form 10-K for the year ended March 31, 2018 contains a going concern explanatory paragraph stating that the Company's significant recurring losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern. GOGO INC: BlackRock Has 10.9% Stake as of Dec. 31 ------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2018, it beneficially owns 9,544,131 shares of common stock of Gogo, Inc., which represents 10.9 percent of the shares outstanding. A full-text copy of the regulatory filing is available at no charge at: https://is.gd/XjJSBR About Gogo Gogo Inc. -- http://www.gogoair.com/-- is a global provider of broadband connectivity products and services for aviation. The company designs and sources innovative network solutions that connect aircraft to the Internet, and develop software and platforms that enable customizable solutions for and by its aviation partners. Gogo's products and services can be found on thousands of aircraft operated by the leading global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, Illinois with additional facilities in Broomfield, CO and locations across the globe. Gogo incurred net losses of $171.99 million in 2017, $124.50 million in 2016, and $107.61 million in 2015. As of Sept. 30, 2018, the Company had $1.24 billion in total assets, $1.50 billion in total liabilities and a total stockholders' deficit of $261.28 million. * * * In May 2018, Moody's Investors Service downgraded Gogo Inc.'s (Gogo) corporate family rating (CFR) to 'Caa1' from 'B3'. According to Moody's, Gogo's 'Caa1' CFR reflects its small scale, competitive operating environment, low margins, high leverage (12.9x Moody's adjusted at year end 2017), and the expectation of negative free cash flow into at least 2019 as the company heavily invests in the rollout of in-flight connectivity technology to additional carriers outside the North American market, where it currently benefits from critical mass in the commercial aviation segment and a dominant position in business aviation. As reported by the TCR on May 8, 2018, S&P Global Ratings lowered its corporate credit rating on Chicago-based Gogo Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation that previously announced equipment issues will weigh on operating and financial performance in 2018, which we expect will have a carry-over effect on the company's growth in 2019. As a result, we believe there could be a liquidity shortfall in the second half of 2019 absent improvements in operating performance and planned cost saving initiatives," S&P said. GOGO INC: BlackRock Owns 4.9% Stake as of Dec. 31 ------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2018, it beneficially owns 3,988,464 shares of common stock of Gogo, Inc., which represents 4.9 percent of the shares outstanding. A full-text copy of the regulatory filing is available at no charge at: https://is.gd/53Fv4B About Gogo Gogo Inc. -- http://www.gogoair.com/-- is a global provider of broadband connectivity products and services for aviation. The company designs and sources innovative network solutions that connect aircraft to the Internet, and develop software and platforms that enable customizable solutions for and by its aviation partners. Gogo's products and services can be found on thousands of aircraft operated by the leading global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, Illinois with additional facilities in Broomfield, CO and locations across the globe. Gogo incurred net losses of $171.99 million in 2017, $124.50 million in 2016, and $107.61 million in 2015. As of Sept. 30, 2018, the Company had $1.24 billion in total assets, $1.50 billion in total liabilities and a total stockholders' deficit of $261.28 million. * * * In May 2018, Moody's Investors Service downgraded Gogo Inc.'s (Gogo) corporate family rating (CFR) to 'Caa1' from 'B3'. According to Moody's, Gogo's 'Caa1' CFR reflects its small scale, competitive operating environment, low margins, high leverage (12.9x Moody's adjusted at year end 2017), and the expectation of negative free cash flow into at least 2019 as the company heavily invests in the rollout of in-flight connectivity technology to additional carriers outside the North American market, where it currently benefits from critical mass in the commercial aviation segment and a dominant position in business aviation. As reported by the TCR on May 8, 2018, S&P Global Ratings lowered its corporate credit rating on Chicago-based Gogo Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation that previously announced equipment issues will weigh on operating and financial performance in 2018, which we expect will have a carry-over effect on the company's growth in 2019. As a result, we believe there could be a liquidity shortfall in the second half of 2019 absent improvements in operating performance and planned cost saving initiatives," S&P said. GRAY TELEVISION: Fitch Assigns BB- LT IDR, Outlook Stable --------------------------------------------------------- Fitch Ratings has assigned a final 'BB-' Long-Term Issuer Default Rating (IDR) to Gray Television, Inc. Fitch also assigned final issue ratings of 'BB+'/'RR1' to Gray's senior secured credit facilities and 'BB-'/'RR4' to its senior unsecured notes. The rating action converts the expected ratings that Fitch previously assigned on Oct. 22, 2018 and Nov. 2, 2018 and reflects the receipt of the required regulatory approvals and the Raycom Media, Inc. acquisition closing in January 2019. Fitch also notes that there are no material deviations relative to Fitch's assumptions at the time of the assignment of the expected ratings. Approximately $3.8 billion of debt outstanding is affected by Fitch's rating action. KEY RATING DRIVERS Enhanced Scale and Market Diversity: Pro forma for the Raycom acquisition, Gray reaches 24% of U.S. television households, up from 10% previously. Gray was primarily concentrated in smaller designated market areas (DMAs) (ranked between 61 and 209) that are generally less competitive and overlap in university towns and state capitals. Highly ranked station assets generally garner a larger share of local and political television advertising revenue in their markets. On a stand-alone basis, Gray captured roughly 40% of the total television advertising revenue in its markets in the second quarter of 2018 (2Q18). Strong Station Portfolio: On a combined basis, Gray-Raycom has a number one or number two ranked station in 92% of its markets. Gray could also benefit from Raycom's other media assets that may provide vertical opportunities to use its increased scale in order to leverage Raycom's programming capabilities. High Pro Forma Leverage: Fitch-calculated pro forma unadjusted gross leverage (including preferred stock) will approximate roughly 6.1x at acquisition close based on last eight quarters annualized EBITDA as of June 30, 2018 and including the $80 million in anticipated synergies. Fitch believes that the capacity to meaningfully reduce leverage owing to the enhanced FCF generation of the pro forma company. Growing Net Retransmission Revenues: Fitch expects that retransmission revenues will continue to grow at a double-digit pace over the near term. Fitch expects these fees to continue to increase given the significant gap between a broadcast station's audience share and its share of multichannel video programming distributors' (MVPDs) programming fees. However, Fitch notes affiliates share an increasing proportion of these fees with the networks, which will increase from roughly 51% in 2018 to 55% by year-end 2023 per SNL Kagan. Fitch expects net retransmission fees will grow more modestly in the low-single-digit range. Strong FCF and Liquidity Profile: TV broadcasters typically generate significant amounts of FCF due to high operating leverage and minimal capex requirements. Fitch expects 2018 FCF generation will benefit from the return of robust political advertising revenues, Olympics revenues and the increase in higher-margin retransmission revenues. Gray generated $174 million in FCF for the LTM period ended June 30, 2018. Pro forma for the Raycom acquisition, Fitch estimates combined two-year average FCF in excess of $400 million (even-odd). Liquidity will also be supported by roughly $100 million in pro forma balance sheet cash and availability under the new $200 million revolver. Gray does not have any required debt amortization under its existing term loan B. Mandatory amortization payments of $14 million for the incremental term loan B are modest and the next sizeable maturity is not until 2024. Advertising Revenue Exposure: Fitch estimates that advertising revenues accounted for roughly 65% of Gray's stand-alone 2017 total revenues (excluding political). Advertising revenues, especially those associated with TV, are becoming increasingly hyper cyclical and represent a significant risk to all TV broadcasters. Gray works to offset this risk with its focus on increasing its share of more stable local advertising revenues. Local advertising revenues, excluding political, were 50% of Gray's stand-alone 2017 revenues. Stable Advertising Environment, Auto Headwinds: Fitch expects the overall advertising environment to remain relatively stable in 2019. Fitch notes that the local television broadcasting peers remain heavily exposed to auto advertising, which presents a headwind for the sector. Fitch expects U.S. car sales to continue to plateau, but remain at solid levels over the next several years. However, even small declines in U.S. car sales could result in a disproportionate pullback in auto marketing spend. Fitch also expects television broadcasters will continue to lose advertising share to other mediums. According to Magna Global, local television advertising revenues, excluding political and Olympics, will decline by roughly 4%-5% in 2019. Viewer Fragmentation: Gray continues to face the secular headwinds present in the TV broadcasting sector including declining audiences amid increasing programming choices, with further pressures from over-the-top (OTT) internet-based television services. However, it is Fitch's expectation that local broadcasters, particularly those with higher-rated stations, will remain relevant and capture audiences that local, regional and national spot advertisers seek. Fitch also views positively the increasing inclusion of local broadcast content in OTT offerings. Growth in OTT subscribers could provide incremental revenues and offset declines of traditional MVPD subscribers. However, Fitch does not believe penetration will be material for Gray over the near term, particularly give the company's predominance in smaller and medium-sized markets. DERIVATION SUMMARY Gray's ratings reflect the elevated gross unadjusted leverage pro forma for the Raycom acquisition, which is offset by the company's enhanced scale and competitive position. Following the acquisition, Gray will be the third-largest independent broadcast station group in the U.S. as measured by EBITDA. The ratings also reflect Gray's strong EBITDA margins, which are at the high-end of the peer group, a reflection of the strength of the company's station portfolio. On a stand-alone basis, all of Gray's television stations were ranked number one and number two in its markets. Pro forma for the Raycom acquisition, 92% of the company's markets will be ranked number one or two. Fitch notes that high ranked stations garner a larger share of the local and political advertising revenues in their markets. Pro forma Gray also has a favorable mix of affiliated stations weighted towards CBS and NBC (46 CBS stations, 46 NBC stations, 24 ABC and 23 Fox). Fitch believes that Gray's $80 million in outlined synergies are largely achievable as they relate primarily to duplicative corporate and station level expenses and a re-rate of Raycom's retransmission per subscriber fee following the transaction close. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Gray closes acquisition of KDLT for $33 million in 2019. - Gray purchases Raycom for $3,647 million funded through a combination of cash on hand, after-tax divestiture proceeds, a $1,400 million incremental term loan B, $750 million in unsecured notes, $650 million in preferred stock and common stock issuance (11.5 million shares). The Raycom acquisition closes in early 2019. - Fitch expects core advertising revenues to continue to decline in the low-single-digits over the forecast period. - Gray will benefit from the return of political revenues with the 2018 mid-term elections and the next presidential election cycle in 2020. - Gross retransmission revenue growth will decelerate over the ratings horizon, declining to mid-double-digits in 2019 and to high-single-digits by 2021. Fitch expects EBITDA margin compression owing to increasing reverse retransmission fees. - Capex in a range of 3%-4% of revenues annually. - Minimal cash taxes due to utilization of net operating loss (NOL) carryforwards. - Average two-year FCF generation in excess of $400 million (even-odd year). - Gray pays scheduled debt amortization ($14 million annually). - Fitch assumes Gray uses excess cash flow to focus on debt reduction over the next couple of years and beyond that time frame balances acquisitions and shareholder returns. - Average two-year Fitch-calculated gross unadjusted leverage (including preferred stock) declines to roughly 5.0x, based on 2020/2021 EBITDA. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Fitch does not expect any positive momentum to the rating over the near-term given the elevated leverage following the Raycom acquisition. - Over the longer term, two-year average gross unadjusted leverage falling below 4.5x and management's commitment to maintaining leverage at this level. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Two-year average gross unadjusted leverage remaining above 5.5x resulting from a slower than expected pace of deleveraging as a result of weaker operating performance or more aggressive financial policies. LIQUIDITY Gray has good liquidity supported by an anticipated $100 million in balance sheet cash at acquisition close and an upsized $200 million revolving credit facility (undrawn) and modest credit facility amortization through 2024. The company will also benefit from the return of robust political revenues, which will bolster FCF generation in 2018. Television broadcasters benefit from a high degree of operating leverage. Gray generated $174 million in FCF for the LTM period ended June 30, 2018. Pro forma for the Raycom acquisition, Fitch estimated combined average FCF generation in excess of $400 million. With the Raycom acquisition, Gray issued an incremental $1,400 million term loan B. Gray's first-lien credit facilities have modest covenant protections. The revolver has one financial maintenance covenant, a first-lien net leverage ratio of 4.50x, which steps down to 4.25x two years after closing and is only tested when the revolver is drawn. The first-lien credit facilities also require a 50% excess cash flow sweep when first-lien net leverage is greater than 4.50x, stepping down to 25% when leverage is greater than 3.75x and 0% otherwise. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: Gray Television, Inc.: -- Long-Term Issuer Default Rating (LT IDR) 'BB-'; -- Revolver due 2023 'BB+'/'RR1'; -- Term loan B due 2024 'BB+'/'RR1'; -- Term loan B due 2025 'BB+/RR1'; and -- Senior unsecured notes due 2024, 2026 and 2027 'BB-'/'RR4'. The Rating Outlook is Stable. HEART OF FLORIDA: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Heart of Florida Cardiovascular Center, LLC 294 Patterson Road, Suite B Haines City, FL 33844-6251 Business Description: Heart of Florida Cardiovascular Center, LLC operates a medical and diagnostic laboratory in Haines City, Florida. Chapter 11 Petition Date: January 11, 2019 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Case No.: 19-00249 Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: 813-877-4669 Fax: 813-877-5543 E-mail: Buddy@TampaEsq.com All@tampaesq.com Total Assets: $358,125 Total Liabilities: $1,267,014 The petition was signed by Nancy Kastner, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-00249.pdf HOVNANIAN ENTERPRISES: Receives Noncompliance Notice from NYSE -------------------------------------------------------------- Hovnanian Enterprises, Inc. said it will be requesting shareholder approval at its annual meeting on March 19, 2019 for amendments to its restated certificate of incorporation that will enable the Company to conduct a reverse stock split. The details of the proposed reverse stock split are provided in the Company's preliminary proxy statement filed with the Securities and Exchange Commission on Jan. 11, 2019. Hovnanian is proposing the reverse stock split primarily in order to address the minimum average closing price criteria set forth in the New York Stock Exchange's Listed Company Manual. On Jan. 9, 2019, Hovnanian received written notification from the NYSE that the average closing price of Hovnanian's Class A common stock over the consecutive 30 trading-day period ended Jan. 7, 2019 was $0.98, which is below the $1.00 minimum average closing price required by the NYSE's continued listing standard. Hovnanian has a period of six months from the date of the NYSE notification to regain compliance. At any time during the six-month cure period, Hovnanian can regain compliance if, on the last trading day of any calendar month during the cure period, the Company's Class A common stock has a closing share price of at least $1.00 per share and an average closing share price of at least $1.00 per share over the 30 trading-day period ending on the last trading day of that month. During this six-month period, Hovnanian's shares will continue to be listed and traded on the NYSE, subject to Hovnanian's compliance with other NYSE continued listing requirements. Hovnanian will notify the NYSE that it intends to cure the minimum average closing price deficiency during this six-month period. The NYSE notification does not relate to or affect any of the NYSE's other continued listing criteria, the ongoing business operations of Hovnanian, compliance with its debt instruments or its reporting requirements under the rules and regulations of the SEC. About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian and headquartered in Matawan, New Jersey, designs, constructs, markets, and sells single-family detached homes, attached townhomes and condominiums, urban infill, and active lifestyle homes in planned residential developments. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes. Hovnanian Enterprises reported net income of $4.52 million for the year ended Oct. 31, 2018, compared to a net loss of $332.19 million for the year ended Oct. 31, 2017. As of Oct. 31, 2018, the Company had $1.66 billion in total assets, $2.11 billion in total liabilities, and a total stockholders' deficit of $453.50 million. * * * In August 2018, Moody's Investors Service affirmed Hovnanian Enterprises, Inc.'s ratings, including its Caa1 Corporate Family Rating. Moody's said the rating action reflects Moody's view that the controversy surrounding the company's financing with interest payment restrictions and related derivatives market considerations appears to have been resolved and risks of potential near-term default events have somewhat subsided. As reported by the TCR on July 11, 2018, S&P Global Ratings raised its corporate credit rating on Red Bank, N.J.-based Hovnanian Enterprises to 'CCC+' from 'CC'. The rating outlook is negative. S&P said "The upgrade of Hovnanian reflects the conclusion of the proposed exchange offering for any and all of its $440 million 10% senior secured notes and $400 million 10.5% senior secured notes." In June 2018, Fitch Ratings upgraded Hovnanian Enterprises' Issuer Default Rating (IDR) to 'CCC' from 'C'. The rating action follows the company's announcement that it has cured the default associated with the non-payment of interest that was due on May 1, 2018 on $26 million of 8% notes due 2019 held by K. Hovnanian at Sunrise Trail III, LLC and the withdrawal of the exchange offer of the 10% and 10.5% notes for new 3% unsecured notes. HOWARD UNIVERSITY: Moody's Affirms Ba1/Ba2 Ratings on $412MM Bonds ------------------------------------------------------------------ Moody's Investors Service has affirmed the Ba1 and Ba2 ratings on the $412 million of revenue bonds of Howard University, DC. The university's tax-exempt debt has been issued through the District of Columbia. The outlook is negative. RATINGS RATIONALE The secured Ba1 and unsecured Ba2 ratings reflect Howard's federal funding, District of Columbia location and real estate value, and market reputation as a large Historically Black College and University. The Ba1 series 2016 bank bond rating is one notch higher than the unsecured obligations because of the materially stronger legal security which includes a perfected mortgage interest in certain real estate of the university. The rating is tempered by weak operating performance and revenue pressures from a patient care enterprise with high Medicaid exposure along with a price sensitive student market. The university also has thin working capital and substantial deferred maintenance. Additionally, the university has significant inflexible costs including debt service, pension and healthcare benefits. RATING OUTLOOK The negative outlook reflects the sustained market challenges impacting Howard's student and patient care markets. Weak operating performance when combined with debt service coverage covenants continues to translate into limited bandwidth for revenue underperformance. While management continues to make strides in restructuring the university and invest in new programs, its progress will be tempered by the need to invest in many functions as well as facilities, given the very high age of plant. Given those funding needs, the ability to meaningfully improve operating liquidity, especially in light of the university's Department of Education Heightened Cash Monitoring 2 (HCM2) status, under which it administers financial aid on a reimbursement as opposed to advance basis. FACTORS THAT COULD LEAD TO AN UPGRADE - Significant and sustained improvement in operating performance - Material increase in the hospital's competitive profile and operating performance or successful spin off of hospital - Ongoing gains in unrestricted liquidity including removal from HCM2 status and reduced reliance on operating line of credit - Ability to increase pace of addressing deferred maintenance while limiting increases in financial leverage FACTORS THAT COULD LEAD TO A DOWNGRADE - Inability to meet or reduction in already thin headroom related to debt service coverage covenant requirement of 1.1x - Material decline in unrestricted liquidity or increased reliance on operating line of credit - Marked increase in financial leverage - Disruption in health care operations and/or cut in federal appropriations LEGAL SECURITY Howard's obligation to repay Barclays Bank PLC under the Reimbursement Agreement supporting the Taxable Bonds, Series 2016 is secured by pledged revenues including student tuition and fees and a mortgage pledge on certain real estate with an executed mortgage equal to at least $237.4 million. Events of default under the agreement include a move to an unenhanced debt rating below BB by S&P or Ba3 by Moody's. The Series 2011A and 2011B Revenue Bonds are unsecured general obligations, additionally secured by a debt service reserve fund and other funds created under the indenture. The debt service reserve fund for the Series 2011A bonds only, holds approximately $13 million and was established at 50% of maximum annual debt service. There is a rate covenant of 1.1 times and an additional bonds test that requires a certificate of the university's chief financial officer concluding that projected debt service coverage will be at least 1.1 times upon issuance and, on a pro forma basis for the following fiscal year. If the debt service coverage falls below 1.1 times, the university will not be in default as long as it hires a consultant and does not drop below 1 times coverage as defined in the Loan Agreement. PROFILE Howard University is a private not-for-profit historically black college and university in Washington, D.C. with approximately 9,100 full-time equivalent students and approximately $775 million in operating revenue. Comprised of 13 schools and colleges, it is known for its undergraduate health sciences, business, marketing, and communication programs as well as its graduate programs in business, law, and medicine. The university owns the Howard University Hospital where medical students do their internships, residencies, and/or fellowships and where members of its faculty practice provide clinical services. The university produces more on-campus African-American Ph.D. recipients than any other university in the United States and has several subsidiaries engaged in international initiatives such as technical assistance programs in Malawi. IMPALA BORROWER: Fitch to Rate Sr. Debt Rating BB-(EXP) ------------------------------------------------------- Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR) and secured debt rating of 'BB-(EXP)' to Impala Borrower LLC (Impala), a debt-issuing subsidiary of Virtu Financial LLC (Virtu). The Rating Outlook is Negative. Impala and VFH Parent LLC (VFH, BB-/Negative), both wholly owned subsidiaries of Virtu, expect to co-issue a $1.5 billion, seven-year, senior secured first lien term loan and a $50 million senior secured revolving credit facility. The issuances are planned in connection with Virtu's acquisition of Investment Technology Group, Inc (ITG), which was announced in November 2018. Proceeds from the issuance are expected to be partially used to refinance an existing $400 million term loan. KEY RATING DRIVERS IDRs AND SENIOR DEBT The expected IDR assigned to Impala is equalized with Virtu's IDR, reflecting Virtu's unconditional guarantee on outstanding debt. The expected secured term loan and revolving credit facility ratings assigned to Impala and VFH are equalized with Virtu's IDR, based on an unconditional guarantee and Fitch's expectation for average recovery prospects for the instruments. Virtu's ratings reflect its established market position as a technology-driven market maker across various venues, geographies and products, further enhanced by the acquisition of KCG Holdings, Inc. (KCG) in July 2017. Virtu also has good historic operating performance, a scalable business model, an experienced management team, and demonstrated execution against operational and financial objectives with respect to the KCG acquisition. Fitch believes that Virtu's market-neutral trading strategies in highly liquid products and extremely short holding periods minimize market and liquidity risks. Fitch also believes the firm's risk controls are robust, as evidenced by minimal instances of material historical operational losses. The Negative Outlook reflects Fitch's view of elevated execution risk associated with the ITG acquisition in terms of integration, achievement of envisioned synergies and deleveraging. Fitch believes these risks could result in leverage remaining above 2.5x on a gross debt to EBITDA basis, for an extended period of time, particularly in the event of a sustained market disruption. Fitch also notes recent financial underperformance and historical governance deficiencies at ITG, the latter of which resulted in recent settlements with the SEC related to events up until late 2016. These risks associated with the ITG acquisition are partially balanced against the potentially improved client execution franchise, reduced earnings volatility and improved geographic diversification as a result of the transaction. Pro forma for the $1.1 billion in incremental debt to be assumed in connection with the acquisition, gross debt to adjusted EBITDA is expected to increase to 3.2x from 1.75x for the trailing 12 months (TTM) ended 3Q18, excluding any potential cost or capital synergies. Virtu expects to realize $94 million in net cash synergies in the 18-24 months post-close. Including the cost synergies, pro forma cash flow leverage would be 2.8x. Virtu has also identified $125 million in capital synergies, mostly in the form of reduced prudential capital requirements as a result of optimization of overlapping regulated broker-dealer subsidiaries. Should capital synergies be used to repay debt, Fitch estimates leverage would be 2.6x on a gross debt/adjusted EBITDA basis. Virtu has communicated a long-term leverage target of 2.0x-2.25x to be achieved by end-2020. RATING SENSITIVITIES The expected secured term loan rating and revolving credit facility rating are primarily sensitive to changes in Virtu's IDR, and secondarily, to changes in Virtu's capital structure and/or changes in Fitch's assessment of the recovery prospects for the various instruments. Negative rating actions could result from integration or execution challenges associated with the ITG acquisition which results in shortfalls in projected cost and capital synergies, an inability to reduce leverage towards or below 2.5x on a gross debt/adjusted EBITDA basis over the next 12-24 months, a material deterioration of interest coverage, or adverse legal or regulatory actions against Virtu. A rating downgrade could also result from material operational or risk management failures, a failure to maintain Virtu's market position in the face of evolving market structures and technologies, and/or a material shift into trading less liquid products. Demonstrated progress in de-leveraging towards the company's publicly-articulated long-term target of 2.0x-2.25x on a gross debt/adjusted EBITDA basis, successful execution against stated business and financial objectives associated with the ITG acquisition, and a demonstrated ability to manage the potential conflict of interest between proprietary market making and client execution businesses could lead to the Rating Outlook being revised to Stable from Negative. Positive rating action, though likely limited to the 'BB' rating category, given the significant operational risk inherent in technology-driven trading, could be driven by consistent operating performance and minimal operational losses over a longer period of time while maintaining cash flow leverage consistently at-or-below 2.0x on a gross debt/adjusted EBITDA basis. Increased funding flexibility, including demonstrated access to third party funding through market cycles, could also contribute to positive rating momentum. Fitch has assigned the following ratings: Impala Borrower LLC -- Long-term IDR 'BB-(EXP)'; -- Secured term loan 'BB-(EXP)'; -- Secured credit facility 'BB-(EXP)'. VFH Parent LLC -- Secured rating for term loan 'BB-(EXP)'; -- Secured credit facility 'BB-(EXP)'. The Rating Outlook is Negative. Existing ratings for Virtu are as follows: Virtu Financial LLC -- Long-term IDR 'BB-'. VFH Parent LLC -- Long-term IDR 'BB-'; -- Senior secured debt rating 'BB-'; and--Senior second lien notes 'B+'. The Rating Outlook is Negative. INNOVATIVE MATTRESS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Lead Debtor: Innovative Mattress Solutions, LLC 1056 Wellington Way, Suite 200 Lexington, KY 40511 Business Description: Innovative Mattress Solutions operates 142 specialty sleep retail locations primarily in the southeastern U.S. under the names Sleep Outfitters, Mattress Warehouse, and Mattress King. It offers sleep outfitters, complete beds, electric adjustable beds, bed bug protectors, sheets and pillows. Innovative Mattress Solutions was founded in 1983 and is based in Lexington, Kentucky. Chapter 11 Petition Date: January 11, 2019 Court: United States Bankruptcy Court Eastern District of Kentucky (Lexington) Eleven affiliates that simultaneously filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Innovative Mattress Solutions, LLC (Lead Case) 19-50042 Sleep Outfitters of Alabama LLC 19-50043 Sleep Outfitters of Indiana LLC 19-50044 1Sleep Outfitters of Kentucky, LLC 19-50045 Sleep Outfitters of Ohio LLC 19-50046 Sleep Outfitters of Tennessee LLC 19-50047 Sleep Outfitters of West Virginia, LLC 19-50048 Sleep Liquidators LLC 19-50049 Brown Immobilien LLC 19-50050 Knopf Systems, LLC 19-50051 K.B. & Associates, Inc. 19-50052 Judge: Hon. Gregory R. Schaaf Debtors' Counsel: Laura Day DelCotto, Esq. DELCOTTO LAW GROUP PLLC 200 North Upper St Lexington, KY 40507 Tel: (859) 231-5800 Fax: (859) 281-1179 Email: ldelcotto@dlgfirm.com - and - Jamie L. Harris, Esq. DELCOTTO LAW GROUP PLLC 200 North Upper Street Lexington, KY 40507 Tel: (859) 231-5800 Email: jharris@dlgfirm.com - and - Dean A. Langdon, Esq. DELCOTTO LAW GROUP PLLC 200 N Upper St Lexington, KY 40507 Tel: (859) 231-5800 Email: dlangdon@dlgfirm.com - and - Heather M. Thacker, Esq. DELCOTTO LAW GROUP PLLC 200 N Upper St Lexington, KY Tel: 859-231-5800 Email: hthacker@dlgfirm.com Debtors' Accountant: BROWN, EDWARDS & COMPANY, L.L.P. Debtors' Financial Advisor: CONWAY MACKENZIE, INC. Innovative Mattress' Estimated Assets: $10 million to $50 million Innovative Mattress' Estimated Liabilities: $10 million to $50 million The petitions were signed by Knopf Systems, LLC/Kimberly B. Knopf, manager. A full-text copy of Innovative Mattress' petition is available at no charge at: http://bankrupt.com/misc/kyeb19-50042.pdf List of Innovative Mattress' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Tempur/Sealy/S&F $19,252,041 PO BOX 931855 Atlanta, GA 31193 Active Media Services Inc. $3,883,053 PO Box 844588 Boston, MA 02284-4588 Comfort Revolution $346,946 PO Box 936353 Atlanta, GA 31193-6353 Google Inc. $237,115 Dept 33654 PO Box 39000 San Francisco, CA 94139 Symbol Matress $205,721 PO Box 6689 Richmond, VA 23230 AT & T Internet-Utility $158,195 PO Box 6463 Service Carol Stream, IL 60197 Protect A Bed $132,423 75 Remittance Drive Suite 3005 Chicago, IL 60675-3005 Ryder Truck Rental Inc. $129,239 PO Box 96723 Chicago, IL 60693 Valassis Communications Inc. $115,950 90469 Collection Center Dr Chicago, IL 60693 Highmark West Virginia $107,011 PO Box 382153 Pittsburgh, PA 15251-8113 Leggett and Platt Incorporated $79,113 PO Box 538385 Atlanta, GA 30358-8385 American Express $60,000 200 Vesey Street New York, NY 10285 Facebook $57,403 15161 Collections Ctr Dr Chicago, IL 60693 Tennessean $53,036 7950 Jones Dr McLean, VA 22107 The Courier Journal $43,438 PO Box 677353 Dallas, TX 75267-7353 MSPark $41,679 PO Box 848469 Dallas, TX 75284-8469 Elite Rewards $36,964 PO Box 261147 Tampa, FL 33685 Advertising Concepts of America Inc. $33,002 233 NE Third Avenue Fort Lauderdale, FL 33301 LMP Worldwide LLC $32,851 4936 Technical Drive Milford, MI 48381 Arcip Horobet Lease Expense $30,209 Arland Car Wash, LLC 10200 Elbow Bend Road Riverview FL 33578 INNOVATIVE MATTRESS: Files for Ch.11 with $14MM Tempur Sealy Loan ----------------------------------------------------------------- Innovative Mattress Solutions, LLC, filed on January 11, 2019, a voluntary petition in U.S. Bankruptcy Court for the Eastern District of Kentucky seeking relief under Chapter 11 of the U.S. Bankruptcy Code. iMS operates 142 specialty sleep retail locations primarily in the southeastern U.S. under the names Sleep Outfitters, Mattress Warehouse, and Mattress King. iMS is a customer of Tempur Sealy International, Inc. Tempur Sealy on Friday agreed to provide debtor-in-possession financing to iMS in connection with the iMS Chapter 11 Proceedings and its plan to review strategic alternatives. iMS has indicated that the bankruptcy process will include optimizing its portfolio of retail locations, and is anticipated to be completed during the first half of 2019. Subject to approval by the Bankruptcy Court: (i) Tempur Sealy has agreed to make available a revolving credit facility to iMS in the aggregate amount of up to $14 million; (ii) the DIP Financing will bear interest at the 3-month London Interbank Offered Rate (LIBOR) plus 10% per annum, payable along with principal on the maturity date of the DIP Financing, which, pursuant to the agreed upon terms, could be triggered by specified events but in any case not later than 120 days after the filing of iMS' bankruptcy petition, subject to extension; and (iii) the DIP Financing will be secured by a lien on all of the assets of iMS and its subsidiaries and affiliates and will be subject to customary conditions, representations and warranties, covenants and events of default. According to Tempur Sealy, for the year ended December 31, 2018, iMS represented less than 2% of its global net sales. As a result of the iMS bankruptcy, Tempur Sealy will record a charge of approximately $21 million associated with certain iMS-related assets, primarily made up of trade and other receivables, in the fourth quarter of 2018 to fully reserve this account, which will be excluded from adjusted EBITDA as a pro forma adjustment under the Company's senior secured credit agreement. No future cash expenditures are anticipated as a result of the fourth quarter charge. According to a report by USA Today's Nathan Bomey, iMS is expected to close some of its 142 stores in the southeastern U.S. "Our stores are open for business as usual, and we are focused on taking care of our valued customers," iMS CEO Kim Knopf said in a statement. "IMS now has the backing of Tempur Sealy, one of the biggest and best-known mattress manufacturers, and a longtime supplier partner of our company. We look forward to emerging from this process as an innovative, customer-focused company positioned for profitable operation." Kristin Micalizio, iMS' chief marketing officer, confirmed in an email to USA Today that the company will conduct "a review of optimizing our retail footprint to focus on strengthening our performance and right-sizing our operating structure." USA Today relates that analysts say the mattress industry has added too many stores at a time when bed-in-a-box competitors like Casper, Leesa and Tuft & Needle are surging. The nation's largest mattress retailer, Mattress Firm, filed for Chapter 11 bankruptcy in October after an acquisition spree went awry, discounts undermined profits and digital disruption battered sales. Mattress Firm closed hundreds of its more than 3,200 stores. Tempur Sealy Chairman and CEO Scott Thompson commented, "Innovative Mattress Solutions has served over a million consumers and built equity for their and our brands in their markets. However, we believe iMS' overextended retail footprint and thin capital structure were not designed to effectively respond to the competitive pressures of the recent retail environment. This caused the unexpected need for bankruptcy protection. We will review strategic alternatives related to iMS during its bankruptcy process with a focus on what is best for Tempur Sealy consumers in the affected markets." IOTA COMMUNICATIONS: Names Carole Downs to the Board of Directors ----------------------------------------------------------------- Iota Communications, Inc., provided a corporate update related to 2018 activities. Barclay Knapp, Iota's Chairman & CEO commented, "In 2018 we achieved several significant milestones across all of our corporate objectives which we believe position us superbly for accelerating our growth during 2019 and establishing our network as the preferred wireless network carrier for Internet of Things connectivity. These achievements represent the foundation of future growth in our business, including achieving nationwide coverage for our purpose-built IoT wireless carrier network, ramping up sales of our proprietary commercial applications and services, and positioning our customer applications platform for easy adoption by third-party developers. Highlights from 2018 include: "Finalizing the architecture of our core network system, which will make Iota the only dedicated IoT wireless carrier operating in the US able to employ world-standard LoRa-based device and network hardware using FCC-licensed 800 MHz radio spectrum. "Completing our merger into Solbright Group, Inc., making Iota the only "pure play" publicly-traded, fully-featured IoT network operating company in the US. Today, we're announcing further the formal name change of our Solbright Energy Solutions, LLC subsidiary to Iota Commercial Solutions, LLC as well as announcing completion milestones on multiple commercial solar energy system installations. Iota Commercial Solutions will be a prime focus in 2019 as we roll out our energy, optimization, micro location, and access control solutions to the wide-open facilities and campus markets both directly and via exciting new distribution partnerships. "The continued impressive success of our Iota Spectrum Services division, which has now acquired licensed 800 MHz spectrum within 135 U.S. metro areas. As of the end of 2018 Iota now operates via direct ownership or via its leasing program and other rights an average of 2.62 MHz of licensed frequencies in the 800 MHz band in market areas with a total population of approximately 175 million. "In 2019 we will also be focused on our path to uplisting our securities to a major exchange. As an element of that process, we recently announced the launch of a tender offer for the exercise of a class of warrants issued earlier in 2018, which will yield additional working capital and enhance our capital structure ahead our potential uplisting application. In addition, we are today announcing the appointment of Carole L. Downs to the Board of Directors, bringing her vast network spectrum and management experience to our board. In 2019 we will be appointing additional independent directors to our board as well. "In 2018, Iota came of age as the only pure-play, dedicated IoT enterprise combining its own network system, applications platform, and FCC licensed radio spectrum, and we believe, well-position to assume a leadership position among companies dedicated to this exciting new industry. "2019 will be another year of action and accomplishment for us, as we turn that leadership potential into reality." Carole L. Downs Appointment to the Board of Directors Ms. Downs is currently president of Spectrum Programs for Iota Communications. Ms. Downs's career in the wireless industry began in October, 2007 when she co-founded and served as CEO of a small application services firm which specialized in the acquisition of FCC spectrum licenses. In 2012, due to her accomplishments in the wireless industry, Ms. Downs was recognized by the National Association of Professional Women as the "Professional Woman of the Year" for her outstanding leadership and commitment within her profession. Ms. Downs also has decades of significant and noteworthy accomplishments in the residential and commercial real estate industry. Iota Commercial Solutions, LLC Name Change and Project Update Solbright Energy Solutions, LLC (SES), the Company's wholly-owned subsidiary, has changed its name to Iota Commercial Solutions, LLC, which reflects the commitment it has to its brand across all of its business lines following the recent merger of Solbright Group with M2M Spectrum Networks. The name change is also consistent with the expansion of our subsidiary's activities to include its asset tracking and other, more broad facilities management solutions. Additionally, the Company is pleased to announce several successful projects at or near completion during 2018: * Cummington MA - 642 kWp DC Ground Mount Solar Farm. Iota Commercial Solutions was the turnkey EPC provider and co -developer for this grid-connected (National Grid) system in northwestern Massachusetts. The solar field is comprised of 1,949 Hanwha/Q-Cell high-efficiency modules and will deliver in excess of 875 megawatt hours of clean, renewable energy to the grid each year. The system is owned/operated/co- developed by RevEnergy C2 Franklin, LLC. * Wareham MA - 1,402 kWp DC Ground Mount Solar Farm. Iota was the turnkey EPC provider and co-developer for this grid- connected (Eversource) system in southeastern Massachusetts. The solar field is comprised of 4,176 ET Solar high- efficiency modules and will deliver in excess of 1,875 megawatt hours of green energy – powering up to 180 homes annually. The system is owned/operated by Nautilus. * South Carolina – 6,540 kWp DC Roof Mount Portfolio. With the 2017 implementation of Act 236 in South Carolina, Iota co- developed a sizable portfolio of commercial retail rooftops and subsequently served as the EPC for 9 prominent locations. System sizes ranged from 320 kWp DC up to 1,100 kWp DC and were net-metered or sell-all configurations dependent upon the servicing utility for a given location. * Augusta GA - 335.9 kWp DC Ground Mount Solar Farm. Iota was the turnkey EPC provider for this net-metered (Ga Power) system in eastern Georgia. The solar field is comprised of 988 Trina Solar high-efficiency modules and will deliver in excess of 500 megawatt hours of clean, renewable energy to the elementary and middle school to which it is connected. The system - one of the first for the school district – will enable lower operating costs, advanced sustainability achievement and exceptional educational benefits for the students, school district and community. Mechanical completion is slated for the end of December with energization in mid-January 2019. Tender Offer On Dec. 11, 2018 Iota filed a Tender Offer to facilitate the exercise of a series of its Warrants into Common Stock in order to enhance its capital structure and working capital position ahead of its potential uplisting application to a major exchange. Barclay Knapp, Chairman and CEO of Iota commented, "Our Tender Offer has been well received by our warrant holders, all of whom are also owners of licensed radio spectrum that we lease for use in our networks. We expect a favorable conclusion to our offer in mid-January, and will proceed from there with our application for uplisting to a major exchange." About Iota Communications Newark, New Jersey-based Iota Communications, Inc., formerly known as Solbright Group, Inc -- https://www.iotacommunications.com/ -- provides a nationally-available, wireless network and operating system which has been purpose-built and optimized for Internet of Things applications. Iota's is the only IoT-dedicated wireless platform in the US whose core network operates on FCC-licensed radio spectrum, and the only one which also connects all standard end devices transmitting on standard cellular, WiFi, Bluetooth, and Zigbee protocols. Iota operates an open-interface applications environment which hosts and distributes both Iota's and third-party customer applications. Iota also offers important additional products and services which facilitate the adoption of its platform-based services. These include customer connectivity devices and other pass-through equipment for certain applications, FCC license application, procurement, and leasing services, and solar energy, LED lighting, and HVAC conversion and implementation services. Solbright reported a net loss of $15.80 million for the year ended May 31, 2018, compared to a net loss of $3.34 million for the year ended May 31, 2017. As of Aug. 31, 2018, Solbright had $15.03 million in total assets, $6.38 million in total current liabilities, and $8.64 million in total stockholders' equity. The audit opinion included in the company's Annual Report on Form 10-K for the year ended May 31, 2018 contains a going concern explanatory paragraph. RBSM LLP, in New York, the Company's auditor since 2016, stated that the Company has suffered recurring losses from operations, will require additional capital to fund its current operating plan, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. JUST TOYS CLASSIC: Allowed to Use Cash Collateral on Interim Basis ------------------------------------------------------------------ The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida authorized Just Toys Classic Cars LLC to use cash collateral on an interim basis. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the U.S. Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) such additional amounts as may be expressly approved in writing by Corporation Service Company, as Representative. This authorization will continue until further order of the Court. Each creditor with a security interest in cash collateral will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. The Debtor will grant to the Secured Creditor access to its business records and premises for inspection. The Debtor will also maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditor. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/flmb18-06558-49.pdf About Just Toys Classic Cars Just Toys Classic Cars LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-06558) on Oct. 23, 2018. In the petition signed by Michael D. Smith, Jr., manager, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. The Debtor tapped BransonLaw, PLLC, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. KING PIZZA: Seeks to Hire Perez and Bonomo as Legal Counsel ----------------------------------------------------------- King Pizza of Paramus, Inc., seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire the Law Offices of Perez and Bonomo as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Donald Bonomo, Esq., the attorney who will be handling the case, charges an hourly fee of $475. Perez and Bonomo does not hold any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Donald T. Bonomo, Esq. Law Offices of Perez and Bonomo 11 State Street Hackensack, NJ 07601 Phone: (201) 820-2033 Email: dbonomo123@gmail.com About King Pizza of Paramus King Pizza of Paramus, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 19-10005) on January 1, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. LAGO RESORT: Moody's Lowers CFR to Caa3, Outlook Negative --------------------------------------------------------- Moody's Investors Service downgraded Lago Resort & Casino, LLC's Corporate Family Rating to Caa3 from Caa2 and Probability of Default Rating to Caa3-PD from Caa2-PD. At the same time, Lago's 1st lien revolver and term loan were downgraded to Caa2 from Caa1, and its 2nd lien term loan was downgraded to C from Caa3. The rating outlook remains negative. Lago owns and operates the del Lago Resort & Casino in Waterloo, N.Y. del Lago opened in February 2017 and is located between the cities of Rochester and Syracuse, about 50 miles from each. "The downgrade and the negative outlook consider that despite a slight pickup in Lago's monthly gaming revenue, this improvement is not enough to alleviate Moody's concern that Lago will be challenged to support its annual fixed charges of about $50 million going forward," stated Keith Foley, a Senior Vice President at Moody's. Lago's ramp up in terms of gross gaming revenue continues be at a level well below expectations, and at a rate that Moody's believes will not generate enough EBITDA to cover the company's interest and scheduled principal repayments during the next 12-18 months," added Foley. "As a result, without further equity investment of some type -- the company contributed about $11 million of cash equity earlier this as part of a covenant amendment -- Moody's is of the opinion that Lago will require a restructuring that involves some level of impairment." Downgrades: Issuer: Lago Resort & Casino, LLC Probability of Default Rating, Downgraded to Caa3-PD from Caa2-PD Corporate Family Rating, Downgraded to Caa3 from Caa2 Senior Secured 1st Lien Bank Credit Facility, Downgraded to Caa2 (LGD3) from Caa1 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Downgraded to C (LGD6) from Caa3 (LGD5) Issuer: Lago Resort & Casino, LLC Outlook, Remains Negative RATINGS RATIONALE Positive rating consideration is given to del Lago's ability to offer live table games which are not available at nearby racinos. The closest full scale casino to del Lago is the Oneida Indian Nation's Turning Stone Resort Casino (unrated) located in Verona, New York -- about 75 miles east of del Lago. However, while located further away from del Lago than Turning Stone, Moody's considers the Seneca Nation casino to be a direct competitor to Lago in that it markets aggressively to customers in Rochester. Both the Oneida and Seneca tribes also have a more favorable tax regime than del Lago and the racinos. Key credit challenges include Lago's slower than expected ramp up, single asset profile, and the highly competitive nature of the market which it operates that may impede the company's ability to support its capital structure. There are five gambling facilities, including four racinos and one Native American full scale casino within 100 miles of del Lago's location. The negative rating outlook considers Moody's expectation that without a substantial improvement in the rate and degree of ramp-up and/or an additional equity investment by the owners, Lago will not be able to achieve a level of performance that can support its existing debt capital structure. The company's rating would be lowered if a debt restructuring that involves impairment to existing lenders occurs. A higher rating requires a high degree of confidence on Moody's part that Lago will be able to maintain its current debt structure through enough of an improvement in its financial performance and/or a sufficient equity investment. Lago is a joint venture between Wilmot Gaming, LLC and PGP Investors, LLC (aka, Peninsula Pacific) and is managed by JNB Gaming, LLC. Lago is a private company and does not publicly disclose its financial information. LE-MAR HOLDINGS: Interim Cash Collateral Use Allowed Until Jan. 31 ------------------------------------------------------------------ The Hon. Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas has entered a thirteenth order authorizing Le-Mar Holdings, Inc., and its affiliated debtors to use all collections received from the USPS up to and including up to and including Jan. 31, 2019 in accordance with the Interim Budget. Mobilization is granted with a valid, perfected, and enforceable replacement first priority security interest in the postpetition accounts receivable due to the Debtors from the USPS but only to the extent Mobilization has a valid, perfected first position security interest, in the Debtors' accounts receivable from the USPS. To the extent the City has a valid, perfected second priority security interest in the Debtors' accounts receivable from the USPS, City is granted with a valid, perfected, and enforceable replacement second priority security interest in the post-petition accounts receivable due to the Debtors from the USPS. The Debtors will provide to counsel for Mobilization, City, Ryder, and the Official Committee of Unsecured Creditors an operating report (comparing the Debtors' budgeted expenses with its actual paid expenses up to the day before the operating report is due to Mobilization, City, Ryder, and the Committee) on or before Jan. 18, 2019. In addition, the Debtors will file and serve a proposed Fourteenth Interim Budget on or before Jan. 17, 2019 at 5:00 p.m. The Fourteenth Interim Hearing on the Cash Collateral Motion is set on Jan. 24, 2019, at 1:30 p.m. Objections to the Debtors' further use of cash collateral are due no later Jan. 18 at 5:00 p.m. A full-text copy of the Thirteenth Cash Collateral Order is available at: http://bankrupt.com/misc/txnb17-50234-851.pdf About Le-Mar Holdings Le-Mar Holdings, Inc., is a mid-sized company in the general freight trucking business with operations in Grand Prairie, Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin and Lubbock. Chuck and Tracey Edwards own approximately 63.9% of the equity interests in Le-Mar while the Lawrence and Margie Edwards' Grand-Children's Trust owns approximately 36.1% of the equity interests. Le-Mar Holdings owns 100% of the equity interests of Edwards Mail Service, Inc., and 50% of the membership interests of Taurean East, LLC. Chuck and Tracey Edwards own 50% of the membership interests of Taurean East. Le-Mar Holdings, Edwards Mail and Taurean East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-50234 to 17-50236) on Sept. 17, 2017. In the petitions signed by Chuck Edwards, its president, Le-Mar Holdings estimated assets and liabilities of $1 million to $10 million. Le-Mar Holdings engaged Moses & Singer LLP as legal counsel, and Underwood Perkins, P.C., as local counsel. Ogletree Deakins Nash Smoak & Steward, P.C., is special counsel. The Official Committee of Unsecured Creditors formed in the case retained Tarbox Law P.C., and Kelley Drye & Warren LLP as counsel. LEGACY RESERVES: Moody's Lowers CFR to Caa3, Outlook Negative ------------------------------------------------------------- Moody's Investors Service downgraded Legacy Reserves LP's Corporate Family Rating (CFR) to Caa3 from Caa2, its Probability of Default Rating (PDR) to Caa3-PD from Caa2-PD and its senior unsecured notes rating to Ca from Caa3. Concurrently, Moody's affirmed Legacy's SGL-4 Speculative Grade Liquidity Rating. The rating outlook remains negative. RATING ACTIONS: Downgrades: Issuer: Legacy Reserves LP Corporate Family Rating, Downgraded to Caa3 from Caa2 Probability of Default Rating, Downgraded to Caa3-PD from Caa2-PD Senior Unsecured Notes, Downgraded to Ca (LGD5) from Caa3 (LGD5) Affirmations: Issuer: Legacy Reserves LP Speculative Grade Liquidity Rating, SGL-4 Outlook Actions: Issuer: Legacy Reserves LP Outlook, Remains Negative RATINGS RATIONALE The downgrade of Legacy's ratings to Caa3 reflects the company's weak liquidity, high leverage and significant debt refinancing risk. Legacy's default risk is high due to deteriorated liquidity and significant debt maturities in 2019-2020, including its revolver maturity on April 1, 2019. Legacy has cumulatively repurchased or exchanged a significant amount of its senior notes since 2015, but the company's debt balances remain high and now have a significant amount of secured debt in the capital structure. Legacy's credit profile is supported by its long-lived, shallow decline, predominantly proved developed reserve base. While Legacy has ramped up its activities in the Permian Basin, its production in other areas continues to decline due to lack of capital spending. Legacy's SGL-4 Speculative Grade Liquidity Rating reflects weak liquidity through 2019, with limited revolver availability and significant refinancing risk due to maturities beginning in 2019. Moody's expects Legacy's debt balances to remain at high levels even though the company strives to spend within cash flow. Legacy has a senior secured revolving credit facility due April 2019 with a $575 million borrowing base, of which $529 million was drawn as of September 30, 2018. The current revolver financial covenants include a maximum first lien debt/EBITDA ratio of 2.5x, a maximum secured debt/EBITDA ratio of 4.5x beginning with the fiscal quarter ending on December 31, 2018, a minimum EBITDA/ interest expense ratio of 2x, a minimum asset coverage ratio of 1x and a minimum current ratio of 1x. Legacy was in compliance with its financial covenants as of September 30, 2018 except for the current ratio covenant, for which Legacy received a waiver for the quarter ended September 30, 2018. Legacy also has approximately $339 million drawn under its $400 million 12% second lien term loan facility due August 2021 (unrated). This facility allows about $61 million of incremental borrowings available through October 2019 and has a springing maturity of August 2020, if Legacy has greater than or equal to $15 million of senior notes outstanding on July 1, 2020 that were outstanding on the date the term loan was entered into, or if any senior notes with a maturity date that is earlier than August 31, 2021 are outstanding on July 1, 2020. Alternate sources of liquidity are limited as substantially all Legacy's assets are pledged as collateral to secured lenders, while upcoming maturities indicate significant refinancing risk. Legacy's senior unsecured notes are rated Ca, one notch below the Caa3 CFR under Moody's Loss Given Default Methodology. The notching reflects the priority claim of the senior secured revolving credit facility and the second lien term loan to Legacy's assets. The rating outlook is negative, reflecting Legacy's weak liquidity and high refinancing risk. The outlook could be changed to stable if liquidity improves. The ratings could be downgraded if Legacy pursues a debt restructuring or its liquidity further deteriorates. The ratings could be upgraded if the company maintains adequate liquidity, retained cash flow to debt exceeds 10% and leveraged full cycle ratio exceeds 1x on a sustained basis. LOOP INDUSTRIES: Accumulated Deficit Casts Going Concern Doubt -------------------------------------------------------------- Loop Industries, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $2,913,761 on $0 of net revenue for the three months ended November 30, 2018, compared with a net loss of $6,703,653 on $0 of net revenue for the same period in 2017. At November 30, 2018, the Company had total assets of $9,428,530, total liabilities of $6,126,960, and $3,301,570 in total stockholders' equity. The Company has not yet begun commercial operations and does not yet have a recurring source of revenue. Since inception, the Company has accumulated a deficit of $31.3 million and during the nine months ended November 30, 2018, the Company incurred a net loss of $10.0 million and used cash in operating activities of $5.5 million, which raises substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/sg1ECN Loop Industries, Inc. focuses on depolymerizing waste polyethylene terephthalate (PET) plastics and polyester fibers into base building blocks. It re-polymerized monomers into virgin-quality PET plastic for use in food-grade plastic packaging, such as water and soda bottles, as well as polyester fibers for textile applications. The Company was founded in 2014 and is based in Terrebonne, Canada. MAXAR TECHNOLOGIES: S&P Assigns 'BB-' ICR, Outlook Negative ----------------------------------------------------------- S&P Global Ratings noted that Maxar Technology Ltd. moved its country of incorporation to the U.S. from Canada through an internal restructuring. Maxar Technologies Inc. is the new parent. The company also recently announced that one of its imagery satellites has failed on orbit, likely resulting in $70 million less revenue per year. S&P assigned a 'BB-' issuer credit rating to Maxar Technologies Inc., in line with the rating previously assigned to Maxar Technologies Ltd., which S&P has withdrawn. S&P said, "At the same time, we affirmed our 'BB-' issue-level rating on the $1.15 billion revolver, $250 million term loan A1, $250 million term loan A2, and $2 billion term loan B, which were transferred to Maxar Technologies Inc. The '3' recovery rating is unchanged. We also raised our issue-level rating on the $100 million revolver ("operating facility") now at MDA Systems Holdings Ltd. to 'BB+' from 'BB-' and revised the recovery rating to '1' from '3'." Maxar's recently finalized U.S. domestication could help the company win more work with the U.S. government. In 2016, Maxar began a corporate reorganization that included a "U.S. Access Plan" to gain a strong presence in the U.S. market and pursue a wider range of U.S. government programs. Part of that plan was moving its country of incorporation to the U.S. from Canada, which it finalized on Jan. 1, 2019, to make it easier to win classified U.S. government contracts. Maxar will now report its financial results in U.S. GAAP, making financial results more comparable to those of other U.S. aerospace and defense companies. The company effected the move by creating a new U.S.-based entity, Maxar Technologies Inc., and merging the existing company with that entity. Maxar Technologies Inc. is now the borrower for most its secured credit facilities. Canadian entity MDA Systems Holdings Ltd. is the borrower of the $100 million operating facility. Maxar believes the reorganization will help the company win more business with the U.S. government, and leading up to the domestication, Maxar extended its largest contract -- EnhancedView with the U.S. National Reconnaissance Office -- through 2023. S&P views that as a positive early sign, and expect the reorganization to go smoothly. S&P said, "The negative outlook on Maxar reflects our expectation that the recent loss of the Worldview-4 satellite will make it more difficult for the company to increase earnings in 2019. While we expect growth in other business segments to partially offset the weaker GEO communications satellite segment, which we expect to decline in 2019 and then stabilize in 2020, we are less certain of how significant the growth will be. We assume Maxar will successfully refinance its term loan A1 due October 2020; however, weaker-than-expected earnings and cash flows could make this difficult. We expect the company's S&P adjusted debt-to-EBITDA metric to be 5.6x-6.0x in 2018, elevated by the $155 million write-off associated with the WorldView-4 satellite, declining to 4.6x-5.0x in 2019. "We could lower our rating on Maxar if the company's debt to EBITDA remains above 5x in 2019 and appears likely to stay high, if the company has trouble refinancing its term loan A1 due October 2020, or if we determine that recent operational challenges have hurt the company's competitive position. This could occur if Maxar is unable to recoup any losses from the WorldView-4 failure, the company struggles to win new business due to the failure, or other segments don't grow as we expect. This could also occur if debt leverage increases due to weaker-than-expected cash from operations, higher capital expenditures resulting from operational issues, or higher-than-planned required investment in the Legion constellation, or if the GEO business continues to be a drain on earnings or cash flow. "We could revise our outlook to stable if Maxar's debt to EBITDA drops below 5x in 2019 and we expect it to remain at that level. This could occur if Maxar's revenues grow as expected and the company continues to deliver on existing contracts while winning new business. It could also occur if Maxar successfully transitions its GEO business, either by restoring adequate profitability and cash generation or selling that portion of the business and using the proceeds to pay down debt." MC COMMUNICATION: Hires Thompson Burton PLLC as Special Counsel --------------------------------------------------------------- MC Communication LLC seeks authority from the US Bankruptcy Court for the Middle District of Tennessee to employ Thompson Burton PLLC as special counsel to pursue remedies for an automatic stay violation. All legal services will be performed at the rate of $395 per hour, plus reimbursement of reasonable costs incurred. Phillip G. Young, Jr., associate with the firm of Thompson Burton PLLC, attests that neither he nor his firm have no adverse interests to the Debtor-in-possession or the bankruptcy estate or any creditors or parties-in-interest and their respective attorneys in any matter to which they would be engaged. The firm can be reached at: Phillip G. Young, Jr., Esq. Thompson Burton PLLC One Franklin Park 6100 Tower Circle, Ste. 200 Franklin, TN 37067 Phone: (615) 465-6000 Fax: (615) 807-3048 About MC Communication Based in Clarksville, Tennessee, MC Communication LLC operates in the communications services industry. MC Communication filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 18-06022) on Sept. 7, 2018, listing $1,004,471 in total assets and $4,135,971 in total liabilities. The petition was signed by John Miraglia, owner/operator. Judge Randal S. Mashburn oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, serves as the Debtor's bankruptcy counsel. MEYZEN FAMILY: Taps Bronson Law Offices as Legal Counsel -------------------------------------------------------- Meyzen Family Realty Associates, LLC, received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Bronson Law Offices, P.C., as its legal counsel. The firm will assist the Debtor in the administration of its Chapter 11 proceeding; prepare or review operating reports; review and resolve claims that should be disallowed; assist in the preparation of a bankruptcy plan; and provide other legal services related to the case. The firm will charge these hourly fees: Bruce Bronson, Jr., Esq. $400 Paralegal/Legal Assistant $120 Bronson Law Offices received a payment of $10,000 prior to the Debtor's bankruptcy filing. The firm does not represent any interest adverse to the Debtor and its estate, according to court filings. Bronson Law Offices can be reached through: Bruce H. Bronson Jr., Esq. Bronson Law Offices, P.C. 480 Mamaroneck Ave. Harrison, NY 10528 Phone: 914-269-2530 Email: ecf@bronsonlaw.net Email: hbbronson@bronsonlaw.net About Meyzen Family Realty Meyzen Family Realty Associates, LLC, a single asset real estate (as defined in 11 U.S.C. Section 101(51B)), owns in fee simple a real property located at 46 Bedford Banksville Rd, Bedford, New York, valued by the company at $2.8 million. Meyzen Family Realty Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-23419) on Sept. 13, 2018. In the petition signed by Barbara Meyzen, managing member, the Debtor disclosed total assets of $2,800,000 and $1,450,000 of total debts. The Hon. Robert D. Drain oversees the case. The Debtor tapped Bruce H. Bronson Jr., Esq., at Bronson Law Offices, P.C., as its counsel. MICHAEL WORLEY: Feb. 1 Auction for Dunleith Historic Inn -------------------------------------------------------- Kevin Cooper, writing for Natchez Democrat, reported that Dunleith Historic Inn will be auctioned to the highest bidder Feb. 1, 2019, on the steps of the Adams County Courthouse. According to the report, U.S. Bankruptcy Judge Douglas Dodd of the Bankruptcy Judge for the Middle District of Louisiana in December granted the request of United Mississippi Bank to lift the automatic stay in the Chapter 11 case of Michael Allen Worley so it may begin foreclosure. The report said Worley had refinanced several notes into a single large note at UMB on Aug. 31, 2017, just five months before he filed bankruptcy, and owes the bank more than $7.3 million. The report said Dunleith Historic Inn has been still listed for sale by a New Orleans real estate firm with a list price of $5.95 million. See https://www.peterpatout.com/dunleith-historic-inn.html for the listing. Worley owns the Dunleith Historic Inn and The Castle restaurant, Bowie's Outfitters and Bowie's Tavern. According to the report, Bowie's Outfitters was sold in September to Roberts and Knost Investments, an LLC formed in August. The LLC shares a Baton Rouge address with the Excel Group, an industrial construction firm, owned by David Roberts. Bankruptcy documents indicate Worley owed Roberts $352,729.31, the report said. The bankruptcy trustee appointed to oversee Worley's Chapter 11 estate had been working to sell Dunleith and Bowie's Tavern. Bowie's Tavern was posted as collateral against loans that Worley took out at UMB. Businessman Michael Allen Worley filed for Chapter 11 bankruptcy protection (Bankr. M.D. La. Case No. 18-10017) on Jan. 8, 2018, listing more than $80 million in assets and more than $107 million in debt. His assets include businesses and associated properties including Dunleith Historic Inn and The Castle restaurant, Bowie's Outfitters and Bowie's Tavern. Arthur A. Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, serves as the Debtor's bankruptcy counsel. The United States Trustee formed an Official Committee of Unsecured Creditors. At the behest of the Committee, the Court ordered the appointment of a Chapter 11 trustee. On July 10, 2018, the Court entered an order approving the appointment of Dwayne M. Murray as Chapter 11 trustee of the estate. Kelly Hart & Pitre is counsel for the Trustee. MIDATECH PHARMA: Secures EUR1.5M Loan for Manufacturing Site ------------------------------------------------------------ Midatech Pharma disclosed that the Basque regional government has approved further funding of EUR 1.5 million for the Company's manufacturing facility in Bilbao, Spain. The award, in the form of soft loan finance, follows receipt in 2018 of a related grant worth EUR 450k, and will be used as part of the commercial scale up for Midatech's MTD201 program and Q-Sphera technology platform. The loan is part of the Basque government's Gauzatu Industry program, a Government funded program to support local SMEs in establishing infrastructure and capability for global industries. Separately, the Company is also applying for further funding from the Spanish Government's Reindus program, which focuses on the industrial growth of Spain. If successful, the combined funding from both programs, as well as potential EU financing, could fund the majority of the commercial scale up costs for MTD201 and the Q-Sphera technology. Completion of the Bilbao scale up program, which is required to enable the filing of the New Drug Application (NDA) for MTD201 to the US Food and Drug Administration (FDA) and provide the commercial quantities required for MTD201 product launch and beyond, is expected to take up to 24 months. In addition, it will also provide a facility and blueprint for future Q-Sphera products. The Company is seeking further funding to support the continued development of MTD201 and to provide working capital as announced on 20 December 2018. Q-Sphera is the next generation micro-encapsulation and polymer-depot sustained release (SR) drug delivery platform developed by Midatech using a novel and disruptive printing-based process, with substantial and distinct advantages over conventional technologies. From a manufacturing perspective, Q-Sphera is an improved microparticle manufacturing platform that is precise, scalable, efficient, and environmentally friendly. From a clinical profile perspective, it ensures homogenous microparticles that release active drug compounds into the body in a linear and controlled manner over an extended period of time. Q-Sphera also allows simpler and quicker reconstitution, improved injectability and less painful injections due to the smaller needle size required. Commenting on the announcement, Dr. Craig Cook, chief executive officer of Midatech Pharma, said: "This ongoing regional government support enables us to continue and potentially accelerate the progress of MTD201 development towards submission for approval, as well as further develop our Q-Sphera platform. We believe this sustained release technology has the potential to drastically improve the manufacturing process and clinical characteristics of existing drugs, providing more effective, convenient, precise and comfortable treatments for patients. We look forward to continuing the scale up program in Bilbao, as we work on driving MTD201 towards the market and establishing Q-Sphera as a leading platform in the multibillion dollar market for sustained release treatments." About Midatech Pharma Midatech Pharma PLC -- http://www.midatechpharma.com/-- is an international specialty pharmaceutical company focused on the research and development of a pipeline of medicines for oncology and immunotherapy. The Company is developing a range of improved chemo-therapeutics or new immuno-therapeutics, using its three proprietary platform drug delivery technologies, all of which are in the clinic. Midatech is headquartered in Oxfordshire, with an R&D facility in Cardiff and a manufacturing operation in Bilbao, Spain. The report from the Company's independent accounting firm BDO LLP, in Reading, United Kingdom, the Company's auditor since 2014, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Midatech reported a loss before tax of GBP17.32 million in 2017 following a loss before tax of GBP29.32 million in 2016. As of Dec. 31, 2017, Midatech had GBP$49.22 million in total assets, GBP14.54 million in total liabilities and GBP34.67 million in total equity. MIDICI GROUP: Seeks to Hire Synergy Restaurant as Consultant ------------------------------------------------------------ MidiCi Group, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire a business consultant. The Debtor proposes to employ Synergy Restaurant Consultants to give advice on the diagnosis of the less than desired sales issues and the revitalization strategy to address the sales issue. Synergy will be paid a consulting fee of $56,000. Dean Small, managing partner at Synergy, disclosed in a court filing that his firm neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Dean Small Synergy Restaurant Consultants Phone: 1 (888) 861-9212 Email: info@synergyconsultants.com About MidiCi Group MidiCi Group, LLC, is a franchisor of the MidiCi Neapolitan Pizza. MidiCi Restaurants offer build-your-own Neapolitan pizzas, salads, appetizers, dessert items, beverages, and other products for retail sale to the public. MidiCi Group is a California limited iability company formed on Aug. 29, 2014. It has offered franchises since January 2015. MidiCi Group, LLC, based in Encino, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-12354) on Sept. 21, 2018. In the petition signed by Yotam Regev, chief operations officer/member, the Debtor estimated $1 million to $10 million in assets and the same range of liabilities. The Hon. Victoria S. Kaufman oversees the case. Greenberg & Bass, serves as bankruptcy counsel to the Debtor. Roseman Law, APC, is the general business counsel, and Lathrop Gage, is special counsel. MULTIFLORA GREENHOUSES: Seeks to Hire Bert Davis Jr. as CRO ----------------------------------------------------------- Multiflora Greenhouses, Inc., and Austram LLC seek approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire a chief restructuring officer. The Debtors propose to employ Bert Davis Jr., a principal of Davis Forensic Group, to assist them in the preparation of a plan of reorganization; examine their financial records; monitor cash flow and cash management processes; help develop strategies to maximize cash flow; and make employment-related decisions. The Debtors will pay Mr. Davis an hourly fee of $185. Mr. Davis is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Mr. Davis maintains an office at: Bert Davis Jr. Davis Forensic Group, LLC 1 Abelia Court Greensboro, NC 27455 Phone: 336-543-3099 Email: bdavis@davisforensic.com About Multiflora Greenhouses and Austram LLC Multiflora Greenhouses, Inc. -- http://www.multifloragreenhouses.com/-- is a greenhouse grower and wholesaler based in Hillsborough, North Carolina. It grows and distributes hundreds of plant varieties as well as offers other products and services. Austram, LLC, manufactures clay products and refractories. Multiflora and Austram sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case Nos. 18-80691 and 18-80693) on Sept. 24, 2018. In the petitions signed by Richard Mason, president, Multiflora estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Austram disclosed less than $50,000 in assets and liabilities. Judge Benjamin A. Kahn oversees the case. The Debtors tapped Parry Tyndall White as their legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. NATURAL CHEM: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Natural Chem Holdings, LLC 4265 San Felipe Rd, Ste. 1100 Houston, TX 77027 Business Description: Natural Chem Holdings, LLC is a chemical manufacturing company based in Houston, Texas. Natural Chem has a 10-year plan to develop 15 of its Eco-Fuels Corridors in the United States to supply renewable and alternative fuels and chemicals, including biodiesel, diesel blends and LNG/CNG by developing plants at sites having suitable infrastructure. New Mexico, Idaho, Texas, California and Indiana are priority locations. On the web: http://naturalchem.com/ Chapter 11 Petition Date: January 10, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 19-30132 Judge: Hon. David R. Jones Debtor's Counsel: Robert J. Salazar, Esq. ATTORNEY AT LAW 4265 San Felipe Rd, Ste. 1100 Houston, TX 77027 Tel: 281-901-5526 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Robert J. Salazar, CEO/president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb19-30132_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb19-30132.pdf NEW ATHENA: S&P Assigns 'B' Issuer Credit Rating, Outlook Negative ------------------------------------------------------------------ S&P Global Ratings noted that New Athena Acquisition Co. Inc. (Aimbridge) plans to issue a $60 million revolving credit facility due in 2024, a $350 million first-lien term loan due in 2026, and an unrated $100 million second-lien term loan due in 2027 to partly finance its acquisition by financial sponsor Advent International. S&P Global Ratings is thus assigning its 'B' issuer credit rating to Aimbridge with a negative outlook. S&P said, "In addition, we are assigning our 'B' issue-level rating and '3' recovery rating to the proposed $60 million revolving credit facility and $350 million first-lien term loan. "Our 'B' rating on Aimbridge reflects our forecast for very high adjusted leverage in the 7x area at the end of 2019, the fragmented and highly competitive third-party hotel manager marketplace, a highly acquisitive growth strategy, and hotel owner concentration in the company's management contract portfolio. High leverage makes Aimbridge vulnerable in an unexpected lodging downturn over the next two years, and in the event that one or more of Aimbridge's hotel customers decides to sell hotels. This would introduce the risk that the buyer chooses to replace Aimbridge with another hotel manager and the company loses a meaningful number of management contracts unless it can persuade the new owner to retain them. "The negative outlook reflects our expectation for very high adjusted debt to EBITDA in the 7x area at the end of 2019. In addition, our negative outlook incorporates the risk that potential ill-timed acquisitions could sustain leverage above 7x. "We could lower the rating if we believe adjusted debt to EBITDA will be sustained above 7x or adjusted EBITDA coverage of interest expense approaches the mid-1x area. This could result from a deceleration in the lodging cycle, lower-than-anticipated organic EBITDA growth, the loss of key customers and associated hotel management contracts, leveraging acquisitions, or debt-financed cash distributions to shareholders. "We could revise the outlook to stable if the company improves adjusted leverage meaningfully below 7x and we gain confidence that leverage would remain below that level, incorporating any potential leveraging acquisitions." OWENS & MINOR: S&P Cuts Issuer Credit Rating to 'B', Outlook Neg. ----------------------------------------------------------------- S&P Global Ratings lowers issuer credit rating of Owens & Minor Inc. by three notches to 'B' from 'BB'. The outlook remains negative. S&P said, "Owens & Minor Inc. (OMI) has underperformed our projections in 2018 due to ongoing pricing pressure, intense competition, and commodity headwinds, while carrying significant debt from two recent acquisitions. "We believe that OMI is structurally disadvantaged because of its smaller exposure to private-label product and lower-acute care settings. We project anemic revenue growth and expect that financial leverage will be sustained above 5x in the coming years. "We are also lowering the issue-level rating for the company's senior secured credit facility and senior secured notes to 'B'. The recovery rating remains '3', reflecting S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. "The downgrade reflects our belief that Owens & Minor Inc.'s adjusted leverage will be above 5x over the coming years, compared with our previous sub-4x leverage expectation. We under-appreciated the intense pricing pressure and the resulting EBITDA impact on the business. The Byram and Halyard acquisitions added $1 billion in incremental debt, when the company's core medical surgical (med-surg) distribution business has been under increasing pricing pressure. We also see elevated risk for a covenant breach given the step-down in maximum covenant leverage in the third quarter of 2019, which will limit the company's access to its revolver. We expect the company will be able to renegotiate the covenants; however, we think that any amendment could cause interest expense to increase substantially, which we did not embed in our model. "The negative outlook reflects risks to our base case projection given pricing pressure, management changes, high fixed-cost structure and uneven operating performance. It also reflects the risk that OMI may breach its financial covenant especially given the step down in the leverage covenant in the third quarter of 2019." PACIFIC GAS: In Talks with Banks for Up to $5 Billion in DIP Loans ------------------------------------------------------------------ Reuters, citing people familiar with the matter, reported that PG&E Corporation is in discussions with investment banks about a multi-billion-dollar financing package to help navigate bankruptcy proceedings. The sources told Reuters the debtor-in-possession financing could total between $3 billion and $5 billion. The exact figure remains in flux and could end up being higher, they added. The sources also told Reuters the Company's Chapter 11 filing preparations are intensifying in the wake of potentially staggering liabilities from deadly wildfires. Mark Chediak, writing for Bloomberg News, reported that PG&E may notify employees as soon as Monday that it is preparing a potential bankruptcy filing. People familiar with the matter told Bloomberg the Company is planning to send the notice to fulfill a state law that requires the Company to alert workers at least 15 days before a change of control. The notice wouldn't necessarily make a bankruptcy filing certain and PG&E could still decide not to if its situation changes, one of the people said. PG&E's existing lenders include Citigroup, JPMorgan Chase & Co and Bank of America, Reuters noted. About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. * * * PG&E Corporation is said to be considering a bankruptcy filing within weeks to organize the billions of dollars in potential liabilities from wildfires its equipment may have ignited, Bloomberg News's Mark Chediak and Margot Habiby have reported, citing people familiar with the situation. Bloomberg noted that PG&E has lost more than half its market value since the deadliest wildfire in California history broke out in early November, compounding financial woes it was already facing after blazes destroyed parts of wine country a year earlier. The fires have underscored how vulnerable utilities are to natural disasters, especially in California, where they can be held liable for damages even if they aren't found to be negligent. Bloomberg also reported that PG&E is "working diligently to assess the company's potential liabilities as a result of the wildfires and the options for addressing those liabilities. We recognize the need to balance the interests of many stakeholders while maintaining safe, reliable, and affordable services for our customers, which is always our top priority." Beginning on October 8, 2017, multiple wildfires spread through Northern California, including Napa, Sonoma, Butte, Humboldt, Mendocino, Lake, Nevada, and Yuba Counties, as well as in the area surrounding Yuba City. According the California Department of Forestry and Fire Protection's California Statewide Fire Summary dated October 30, 2017, at the peak of the wildfires, there were 21 major wildfires in Northern California that, in total, burned over 245,000 acres and destroyed an estimated 8,900 structures. The wildfires resulted in 44 fatalities. Cal Fire issued its determination on the causes of 17 of the Northern California wildfires, and alleged that each of these fires involved the Utility's equipment. The remaining wildfires remain under Cal Fire's investigation, including the possible role of Pacific Gas' power lines and other facilities. Additionally, the Northern California wildfires are under investigation by the California Public Utilities Commission's Safety and Enforcement Division. PG&E posted total assets of $71.4 billion against $9.5 billion of total current liabilities and $42.2 billion of total noncurrent liabilities as of Sept. 30, 2018, according to its quarterly report for the three-month period ended Sept. 30. Total current liabilities include $2.8 billion in wildfire-related claims. That figure is up from $561 million as of Dec. 31, 2017. PACIFIC GAS: Lewis Named Senior VP of Electric Operations --------------------------------------------------------- The Board of Directors of Pacific Gas and Electric Company, a subsidiary of PG&E Corporation, elected Michael A. Lewis to the role of Senior Vice President, Electric Operations of the Utility, effective January 8, 2019. He will report to the Board of Directors of the Utility. Mr. Lewis will succeed Patrick M. Hogan as a principal executive officer of the Utility, effective January 8, 2019. Mr. Hogan will retire from the Utility on January 28, 2019. Mr. Lewis, 56, has served as Vice President, Electric Distribution Operations of the Utility since August 2018. From 2008 until he joined the Utility, he served at Duke Energy Corporation and its subsidiary Duke Energy Florida in numerous leadership positions, including Senior Vice President and Chief Distribution Officer, Senior Vice President and Chief Transmission Officer, Co-Leader of Project Transformation, and Senior Vice President, Energy Delivery. At his previous company, Mr. Lewis helped the distribution and transmission organizations achieve industry-leading safety benchmarks. Mr. Lewis' annual salary will be $450,000 and he will receive a one-time promotional cash award of $125,000. About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. * * * PG&E Corporation is said to be considering a bankruptcy filing within weeks to organize the billions of dollars in potential liabilities from wildfires its equipment may have ignited, Bloomberg News's Mark Chediak and Margot Habiby have reported, citing people familiar with the situation. Bloomberg noted that PG&E has lost more than half its market value since the deadliest wildfire in California history broke out in early November, compounding financial woes it was already facing after blazes destroyed parts of wine country a year earlier. The fires have underscored how vulnerable utilities are to natural disasters, especially in California, where they can be held liable for damages even if they aren't found to be negligent. Bloomberg also reported that PG&E is "working diligently to assess the company's potential liabilities as a result of the wildfires and the options for addressing those liabilities. We recognize the need to balance the interests of many stakeholders while maintaining safe, reliable, and affordable services for our customers, which is always our top priority." Beginning on October 8, 2017, multiple wildfires spread through Northern California, including Napa, Sonoma, Butte, Humboldt, Mendocino, Lake, Nevada, and Yuba Counties, as well as in the area surrounding Yuba City. According the California Department of Forestry and Fire Protection's California Statewide Fire Summary dated October 30, 2017, at the peak of the wildfires, there were 21 major wildfires in Northern California that, in total, burned over 245,000 acres and destroyed an estimated 8,900 structures. The wildfires resulted in 44 fatalities. Cal Fire issued its determination on the causes of 17 of the Northern California wildfires, and alleged that each of these fires involved the Utility's equipment. The remaining wildfires remain under Cal Fire's investigation, including the possible role of Pacific Gas' power lines and other facilities. Additionally, the Northern California wildfires are under investigation by the California Public Utilities Commission's Safety and Enforcement Division. PG&E posted total assets of $71.4 billion against $9.5 billion of total current liabilities and $42.2 billion of total noncurrent liabilities as of Sept. 30, 2018, according to its quarterly report for the three-month period ended Sept. 30. Total current liabilities include $2.8 billion in wildfire-related claims. That figure is up from $561 million as of Dec. 31, 2017. PGHC HOLDINGS: Committee Taps Bayard as Co-Counsel -------------------------------------------------- The official committee of unsecured creditors of PGHC Holdings, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Bayard, P.A. The firm will serve as co-counsel with Kelley Drye & Warren LLP, the New York-based law firm tapped by the committee to be its lead counsel in connection with the Chapter 11 cases of PGHC and its affiliates. Bayard charges these hourly rates: Directors $525 - $1,050 Associates $315 - $450 Paraprofessionals $240 - $295 The primary attorneys and paralegal who will be providing the services are: Justin Alberto $525 Erin Fay $500 Gregory Flasser $375 Larry Morton, Paralegal $295 Justin Alberto, a director of Bayard, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Justin R. Alberto, Esq. Bayard, P.A. 600 N. King Street, Suite 400 Wilmington, DE 19801 Telephone: (302) 655-5000 Facsimile: (302) 658-6395 Email: jalberto@bayardlaw.com About PGHC Holdings PGHC Holdings, Inc., and its subsidiaries are owner-operators of quick-service restaurants in New England under the Papa Gino's and D'Angelo Grilled Sandwiches brands. Founded in 1961, Papa Gino's is a local quick-service restaurant pizza chain serving handmade artisan pizzas. D'Angelo Grilled Sandwiches offers made-to-order grilled and deli sandwiches, wraps and other freshly-prepared dishes. PGHC Holdings, Inc., et al., sought bankruptcy protection (Bankr. D. Del. Lead Case No. Case No. 18-12537) on Nov. 5, 2018. The jointly administered cases are pending before Judge Hon. Mary F. Walrath. In the petition signed by CFO Corey D. Wendland, the Debtor estimated total assets of up to $50,000 and liabilities of $50 million to $100 million. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as general counsel; North Point Advisors LLC as investment banker; CR3 Partners, LLC, as financial & restructuring advisor; Hilco Real Estate LLC, as real estate and lease consulting advisor; and Epiq Corporate Restructuring LLC as claims and notice agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 15, 2018. The committee retained Kelley Drye & Warren LLP, as lead counsel; Bayard, P.A., as co-counsel; and Province, Inc., as its financial advisor. PGHC HOLDINGS: Committee Taps Kelley Drye as Lead Counsel --------------------------------------------------------- The official committee of unsecured creditors of PGHC Holdings, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kelley Drye & Warren LLP as its lead bankruptcy counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; investigate the financial condition of the company and its affiliates; represent the committee in its consultations with the Debtors; analyze claims of creditors; assist the committee in any potential sale of the Debtors' assets; and provide other legal services related to the Debtors' Chapter 11 cases. Kelley Drye charges these hourly fees: Title 2018 Rates ----- ----------- Partners $730 - $910 Associates $400 - $750 Paraprofessionals $265 - $280 The hourly rates are subject to annual increases in the normal course of Kelley Drye's business. Eric Wilson, Esq., at Kelley Drye, disclosed in a court filing that the firm and its attorneys do not have any interest adverse to the interest of the Debtors' bankruptcy estates, creditors and equity security holders. The firm can be reached through: Eric R. Wilson, Esq. Jason R. Adams, Esq. Lauren S. Schlussel, Esq. Kelley Drye & Warren LLP 101 Park Avenue New York, NY 10178 Tel: (212) 808-7800 Fax: (212) 808-7897 Email: ewilson@kelleydrye.com Email: jadams@kelleydrye.com Email: lschlussel@kelleydrye.com About PGHC Holdings PGHC Holdings, Inc., and its subsidiaries are owner-operators of quick-service restaurants in New England under the Papa Gino's and D'Angelo Grilled Sandwiches brands. Founded in 1961, Papa Gino's is a local quick-service restaurant pizza chain serving handmade artisan pizzas. D'Angelo Grilled Sandwiches offers made-to-order grilled and deli sandwiches, wraps and other freshly-prepared dishes. PGHC Holdings, Inc., et al., sought bankruptcy protection (Bankr. D. Del. Lead Case No. Case No. 18-12537) on Nov. 5, 2018. The jointly administered cases are pending before Judge Hon. Mary F. Walrath. In the petition signed by CFO Corey D. Wendland, the Debtor estimated total assets of up to $50,000 and liabilities of $50 million to $100 million. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as general counsel; North Point Advisors LLC as investment banker; CR3 Partners, LLC, as financial & restructuring advisor; Hilco Real Estate LLC, as real estate and lease consulting advisor; and Epiq Corporate Restructuring LLC as claims and notice agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 15, 2018. The committee retained Kelley Drye & Warren LLP, as lead counsel; Bayard, P.A., as co-counsel; and Province, Inc., as its financial advisor. PGHC HOLDINGS: Committee Taps Province Inc. as Financial Advisor ---------------------------------------------------------------- The official committee of unsecured creditors of PGHC Holdings, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Province, Inc., as its financial advisor. The firm will advise the committee on the current state of the Chapter 11 cases of the company and its affiliates; review the Debtors' financial reports; assist the committee in formulating and implementing its own plan; analyze the Debtors' financial condition, historical operating results and recent performance; and provide other financial advisory services related to the cases. Province will charge these hourly fees: Principal $775 - $835 Managing Director $620 - $685 Senior Director $570 - $610 Director $480 - $560 Senior Associate $395 - $475 Associate $350 - $390 Analyst $285 - $345 Paraprofessional $150 Michael Atkinson, a principal of Province, disclosed in a court filing that the firm and its employees do not represent any interest adverse to that of the committee. The firm can be reached through: Michael Atkinson Province, Inc. 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Email: matkinson@provincefirm.com About PGHC Holdings PGHC Holdings, Inc., and its subsidiaries are owner-operators of quick-service restaurants in New England under the Papa Gino's and D'Angelo Grilled Sandwiches brands. Founded in 1961, Papa Gino's is a local quick-service restaurant pizza chain serving handmade artisan pizzas. D'Angelo Grilled Sandwiches offers made-to-order grilled and deli sandwiches, wraps and other freshly-prepared dishes. PGHC Holdings, Inc., et al., sought bankruptcy protection (Bankr. D. Del. Lead Case No. Case No. 18-12537) on Nov. 5, 2018. The jointly administered cases are pending before Judge Hon. Mary F. Walrath. In the petition signed by CFO Corey D. Wendland, the Debtor estimated total assets of up to $50,000 and liabilities of $50 million to $100 million. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as general counsel; North Point Advisors LLC as investment banker; CR3 Partners, LLC, as financial & restructuring advisor; Hilco Real Estate LLC, as real estate and lease consulting advisor; and Epiq Corporate Restructuring LLC as claims and notice agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 15, 2018. The committee retained Kelley Drye & Warren LLP, as lead counsel; Bayard, P.A., as co-counsel; and Province, Inc., as its financial advisor. PHI INC: Fitch Assigns CCC- Long-Term Issuer Default Rating ----------------------------------------------------------- Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR) of 'CCC-' to PHI, Inc. and a rating of 'CCC+'/'RR2' to PHI's senior unsecured notes due in March 2019. Fitch has withdrawn its expected IDR of 'B-(EXP)' for PHI and the Stable Outlook. Fitch has also withdrawn the 'B+(EXP)'/'RR2' rating on the proposed senior secured notes due 2023. The expected ratings have been withdrawn as the proposed refinancing transaction that Fitch expected to rate in June 2018 is no longer expected to proceed as previously envisaged. KEY RATING DRIVERS PHI's ratings reflect substantial refinancing and execution risk as the looming March 2019 maturity of $500 million in senior unsecured notes leaves the company with few options to meet this obligation. Potential options could include refinancing the notes at a significantly higher interest rate or funding the maturity by divesting quality assets. Any option on the table at this point would need to be completed in a very short amount of time and may lead to a severe deterioration of the credit profile or even default. Fitch is also concerned by the recent lower-than-expected operating margins in the Air Medical segment. Other concerns include the company's highly leveraged balance sheet, high fixed cost structure, its sizable customer concentration, overcapacity of aircraft, customers' ability to terminate contracts without penalty, and potential legal and regulatory risks in the air medical industry. Fitch's concerns are partially offset by the company's leading and diverse positions in the offshore oil transportation and air medical transport industries, potential return for quality assets and the operational flexibility of the company's aircraft fleet. Strategic Alternatives Replace Refinancing: PHI refinanced its $130 million ABL, which had $122.7 million outstanding, during the third quarter of 2018 with a $130 million senior secured shareholder term loan. The lender is a company that is wholly-owned by CEO and Chairman Al Gonsoulin. However, the $500 million senior unsecured notes due March 2019 remain outstanding after management found previous potential refinancing options to be prohibitively costly. The company also announced that it has hired a financial advisor to explore other strategic options after two sizable shareholders requested PHI do so. While the refinancing would have pressured cash flows due to higher than expected interest rates, potential strategic options, such as spin-offs, could lead to a loss of diversification from a credit profile perspective. In October, PHI terminated a tender offer to purchase the outstanding senior notes. Fitch believes that the limited amount of time before the maturity of the notes in March as well as PHI's recent lacklustre performance has materially increased execution and refinancing risks. With refinancing options currently being shelved, minimal cash and short-term investments on the balance sheet, and no available line of credit, default is a possibility. Operating Performance Below Expectations: Operating margins have been moderately lower than Fitch's expectations set during its initial review in June 2018. EBITDA for 2018 is now expected to be at least $10 million lower than its initial projections and potentially flat compared to the $47 million of EBITDA generated in 2017. The LTM EBITDA margins for the period ended Sept. 30, 2018 was 6.9% compared to 8.1% at the end of 2017. While EBITDA margins in the O&G segment are moderately up year over year, higher wages and costs related to new bases in the Air Medical segment have been some of the main drivers of the lower profitability in 2018. DERIVATION SUMMARY PHI, Inc. withstood the 2015-2017 downturn in the offshore drilling segment similarly to or slightly better than its peers. For example, Bristow, which is moderately larger and more geographically diverse than PHI but generates about 90% of its revenues from oil and gas customers, had an FFO fixed charge coverage ratio and an adjusted leverage ratio of 1.0x and 11.0x, respectively, at the end of 2017. These metrics are similar to PHI's FFO fixed charge coverage ratio of 1.1x and its adjusted leverage ratio of 10.5x. Both have remained highly leveraged throughout 2018. PHI's Air Medical segment, which generates about 44% of revenues, provides the company with a unique and sizable amount of diversification compared to its peers (Bristow and ERA Group, Inc.). Fitch notes all three companies, PHI, ERA, and Bristow, continued to generate negative EBIT margins during the first nine months of 2018. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - The company takes action to avoid default; - Oil and gas activity and exploration slowly picks up over the next few years; - No major aircraft deliveries throughout forecast; - Liquidity remains minimal through the forecast. Recovery Assumptions Fitch's recovery analysis assumes a hypothetical bankruptcy scenario and is based on an estimated going concern enterprise value. The assumptions for the going concern enterprise value are detailed: -- Fitch's estimated going concern (GC) EBITDA of $84 million used in this recovery analysis is above EBITDA generated in 2016 and 2017 of $63 million and $47 million, respectively, which represent operating performances at or near the bottom of the cycle when there was significantly reduced activity in the offshore oil and gas market due to the sustained low oil prices. However, its estimate remains well below PHI's EBITDA of $174 million in 2014 as this peak operating performance may no longer be achievable due to changing dynamics in the industry and the Gulf of Mexico. -- Fitch used a GC enterprise value (EV) multiple of 6.5x that considered the actual reorganization multiple from the CHC Group LTD. bankruptcy. In addition, Fitch considered recent industry M&A transactions, and current trading multiples for the company and its peers. CHC, which is similarly sized to PHI, had a post-emergence multiple of 7.4x. At the end of 2017, PHI purchased HNZ Group Inc.'s (HNZ) Offshore business for a multiple above 8x. Current EV to EBITDA multiples for PHI and similarly sized peers range from 7x to 13x. Fitch has chosen to use a slightly more conservative GC multiple versus the examples mentioned above to illustrate current industry sentiment and PHI's operating profile. These assumptions result in a GC EV of $548 million. The $130 million senior secured term loan has priority over the $500 million senior unsecured notes in the capital structure. After deducting 10% for administrative claims and senior secured claims and a full recovery on the term loan, Fitch estimates that the senior unsecured notes would have recovery prospects between 71%-90% or 'RR2'. Fitch also estimates that PHI's EV in a liquidation scenario would be near, but slightly less than, Fitch's estimated GC EV and would also provide an above average recovery for unsecured creditors. The liquidation analysis considered liquidation rates for inventory, spare parts, and aircraft from the hypothetical Chapter 7 liquidation alternative valuation estimate in the CHC bankruptcy filings. Aircraft values were based on information from certain third-party industry appraisers. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Increase financial flexibility to meet senior notes maturity; - FFO Fixed Charge Coverage rising above 1.2x for a sustained period of time. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Failure to manage pending maturities in a timely manner; - FFO Fixed Charge Coverage falling below 1.0x. LIQUIDITY Minimal Liquidity: As of Sept. 30, 2018, PHI had $16.5 million in cash and $30.5 million in short-term investments on its balance sheet compared to $8.8 million in cash and $64.2 million in short-term investments at the end of 2017. During 2017, the company liquidated a majority of its short-term investments to fund the $126.6 million purchase (net of cash acquired) of HNZ's offshore business. In the third quarter of 2018, PHI terminated its $130 million ABL due March 7, 2019 after repaying the $122.2 million that was outstanding on the facility with proceeds from a $130 million senior secured shareholder loan. The proceeds were also used to secure the $7.7 million of letters outstanding under the ABL. New Capital Structure: The new $130 million senior secured shareholder term loan provided by CEO Al A. Gonsoulin's company, Thirty Two, L.L.C. will mature on Sept. 28, 2020. The loan is covenant light, has no amortization until the maturity date, and has a 6% interest rate. The loan is secured by accounts receivables (A/Rs), and spare parts. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: PHI, Inc. -- Long-term IDR 'CCC-'; -- Senior unsecured notes rating 'CCC+'/'RR2'. Fitch has withdrawn the following expected ratings with a Stable Outlook: -- Long-term IDR 'B-(EXP)'; -- Senior secured notes rating 'B+(EXP)'/'RR2'. POPLAR CREEK: Taps CBRE, Inc., as Real Estate Broker ---------------------------------------------------- Poplar Creek, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire CBRE, Inc., as its real estate broker to assist the Debtor in marketing and selling the Property. The Debtor is an Illinois limited liability company that owns the property commonly known as 2401 West Higgins Road, Hoffman Estates, Illinois. A portion of the Property is improved with a conference center and banquet facility that is currently being leased to an entity known as Stonegate Conference & Banquet Centre, LLC. Another portion of the Property is scheduled for development as a hotel. First American Bank is the Debtor's primary secured creditor that originally extended mortgage financing to the Debtor in February 2004. On October 20, 2017, the Bank demanded payment in full from the Debtor by serving a default notice upon the Debtor. After the Debtor failed to pay the amounts due to the Bank as demanded, the Bank commenced a foreclosure action against the Debtor and others on November 9, 2017, in the Circuit Court of Cook County, Illinois Since the Petition Date, the Bank has elected to litigate virtually every aspect of this Chapter 11 case. The Bank has filed motions to designate this Chapter 11 case as one involving a "single asset real estate" debtor, to dismiss this Chapter 11 case and for relief from the automatic stay. The parties are engaged in extensive discovery relating to the Bank Litigation. A trial is expected in the Bank Litigation in the first quarter of 2019. As to sales of real property, CBRE's commission shall be 5% of the gross sales price. Chris Zubel, managing director at CBRE Inc., attests that CBRE is "disinterested" within the meaning of Sections 101(14) and 327 of the Bankruptcy Code. The firm can be reached through: Chris Zubel CBRE Inc. 700 Commerce Dr, Suite 450 Oak Brook, IL 60523 Phone: 847 7064971 E-mail: chris.zubel@cbre.com About Poplar Creek Poplar Creek, LLC, a privately-held company that owns the property located at 2401 West Higgins Road, Hoffman Estates, Illinois. Poplar Creek sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-14161) on May 15, 2018. In the petition signed by George M. Moser, manager, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge LaShonda A. Hunt oversees the case. Burke, Warren, MacKay & Serritella, P.C., is the Debtor's legal counsel. PROMIA INCORPORATED: U.S. Trustee Forms 2-Member Committee ---------------------------------------------------------- The U.S. Trustee for Region 17 on Jan. 10 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Promia Incorporated. The committee members are: (1) Cat Trail Capital LLC c/o David Dekker, Managing Partner 8 Wells Hill Road Weston, CT 06883 (2) Thomas Heaton 871 West Southwood Drive Woodland, CA 95695 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Promia Incorporated Promia Incorporated's creditors Cat Trail Capital LLC, Olga Chengaeva and Thomas Heaton filed a Chapter 7 involuntary petition against the company (Bankr. N.D. Calif. Case No. 18-30450) on April 25, 2018. On October 2, 2018, the case was converted to one under Chapter 11. The case has been assigned to Judge Dennis Montali. The Debtor tapped the Law Offices of Robert Goldstein as its legal counsel. QUANTUM CORP: Pacific Investment Has 10.8% Stake as of Dec. 31 -------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Pacific Investment Management Company LLC disclosed that as of Dec. 31, 2018, it beneficially owns 4,309,464 shares of common stock of Quantum Corporation, which represents 10.8 percent of the shares outstanding. The securities reported are held by investment advisory clients or discretionary accounts of which PIMCO is the investment adviser. When an investment management contract (including a sub-advisory agreement) delegates to PIMCO investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, PIMCO considers the agreement to grant it sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, PIMCO reports on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement and may be deemed to beneficially own the securities held by its clients or accounts within the meaning of rule 13d-3 under the Act. A full-text copy of the regulatory filing is available at no charge at: https://is.gd/BOprQ7 About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a scale-out tiered storage, archive and data protection company, providing solutions for capturing, sharing, managing and preserving digital assets over the entire data lifecycle. From small businesses to major enterprises, more than 100,000 customers have trusted Quantum to address their most demanding data workflow challenges. Quantum's end-to-end, tiered storage foundation enables customers to maximize the value of their data by making it accessible whenever and wherever needed, retaining it indefinitely and reducing total cost and complexity. As of Sept. 30, 2017, Quantum Corp had $211.2 million in total assets, $335.5 million in total liabilities, and a total stockholders' deficit of $124.3 million. On Jan. 11, 2018, Quantum received a subpoena from the SEC regarding its accounting practices and internal controls related to revenue recognition for transactions commencing April 1, 2016. Following receipt of the SEC subpoena, the Company's audit committee began an independent investigation with the assistance of independent advisors, which is currently in process. On Feb. 15, 2018, the New York Stock Exchange notified Quantum that it is not in compliance with the NYSE's continued listing standard because the company has not timely filed its Form 10-Q for its fiscal third quarter 2018 ended Dec. 31, 2017. QUICKEN LOANS: Moody's Affirms Ba1 CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service affirmed Quicken Loans Inc.'s Ba1 senior unsecured debt and corporate family ratings. The rating outlook is stable. Affirmations: Issuer: Quicken Loans Inc. Corporate Family Rating, Affirmed Ba1 Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 Outlook, Remains Stable RATINGS RATIONALE The Ba1 ratings reflect Quicken Loans' strong franchise in the US mortgage market as the third-largest overall US mortgage originator and the largest retail originator for the first three quarters of 2018. While core profitability excluding MSR fair value marks again declined in 2018 from the exceptional levels of 2015 and 2016, Moody's expects the company to continue to generate strong profitability over the next several years with net income to assets of approximately 4% to 5%. Offsetting these positives, Quicken Loans has modest refinancing risk and financial flexibility owing to its reliance, like most non-depository mortgage banking companies, on short-term secured repurchase facilities to fund its mortgage originations. As a result, more than 90% of its mortgage loans are encumbered by the repurchase facilities, limiting its financial flexibility. The firm's liquidity is aided by a number of factors, including that virtually all originations are government and agency loans, the vast majority of its mortgage servicing right assets are not encumbered, the long tenor of its unsecured corporate debt, having a number of two-year warehouse/repurchase programs as well as the company's strong profitability and significant cash flow generation. In addition, Quicken has recently begun to fund a small portion, less than 10%, of its mortgage originations with cash, a credit positive. The stable outlook reflects Moody's expectation that Quicken will maintain its strong franchise and solid financial performance. The company's ratings could be upgraded if the company is able to continue to strengthen its franchise in purchase mortgages while maintaining a) strong profitability such as net income to assets (excluding MSR fair value marks) in excess of 5.0% b) a strong capital position with its ratio of tangible common equity (TCE) to tangible managed assets (TMA) remaining above 20%, c) modest financial flexibility by maintaining a secured debt to gross tangible assets ratio of less than 50%, and d) modest refinance risk on its warehouse facilitates with at least 40% of its warehouse lines being two year or longer facilities. The company's ratings could be downgraded if its financial profile or franchise position weaken. Negative ratings pressure may develop if Quicken Loans' 1) origination market share falls below 4.0%, 2) profitability weakens whereby net income to assets is expected to remain below 3.5% for an extended period of time, 3) TCE to TMA ratio declines to less than 17.5% or 4) percentage of non-GSE and non-government loan origination volumes grow to more than 7.5% of its total originations without a commensurate increase in alternative liquidity sources and capital to address the risker liquidity and asset quality profile that such an increase would entail. REAGOR-DYKES MOTORS: Taps BlackBriar Advisors LLC as CRO -------------------------------------------------------- Reagor Dykes Motors, LP, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire BlackBriar Advisors LLC as chief restructuring officer. Services Black Briar will provide: a. review all aspects of operations, accounting, and the business activities of Debtor; b. evaluate the Debtor's inventory and other assets; c. evaluate the Debtor's capital needs; d. set or adjust compensation for other employees of Debtor, if necessary; e. review Debtor's books and records; f. conduct such investigation as it deems necessary to fulfill the required components of its engagement as described above; g. direct the preparation of budget projections, cash disbursements and receipts and results of operations to determine long and short-term needs; h. provide CFO and outside accounting services that will include preparation of the Debtor's Monthly Operating Reports; i. oversee the analysis and investigation of possible recapitalization or merger options and the determination of whether any such possibilities could reach fruition; j. pursue and oversee a sale process for Debtor's assets if BlackBriar in consultation with Ownership determines it is in the best interests of the estate; k. oversee the process for determining whether formulation and filing of a joint chapter 11 plan and disclosure statement is a viable possibility; and l. perform other services as directed by the Bankruptcy Court and mutually agreed by BlackBriar. Services will be provided at the following rates: Partners and Managing Directors $395 Senior Directors $345 Directors $295 Senior Financial Analysts $245 Financial Analysts $175 Robert Schleizer, managing partner of BlackBriar Advisors LLC, attests that BlackBriar is a "disinterested person" as that term is defined in Sec. 101(14), as modified by Sec. 1107(b) of the Bankruptcy Code. The firm can be reached at: Robert Schleizer BlackBriar Advisors LLC 3131 McKinney Ave., Suite 600 Dallas, TX 75204 Phone: 214-599-8600 Email: info@blackbriaradvisors.com About Reagor-Dykes Motors Dykes Auto Group -- https://www.reagordykesautogroup.com/ -- is a dealer of automobiles headquartered in Lubbock, Texas. The Company offers new and used vehicles, automobile parts, and other related accessories, as well as car financing, leasing, repair, and maintenance services. Some of its new vehicles include brands like Ford, Toyota, GMC, Cadillac, Chevrolet and Buick. Reagor-Dykes Motors, LP, based in Lubbock, Texas, and its debtor-affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 18-50214) on Aug. 1, 2018. In their petitions, the Debtors estimated $10 million to $50 million in both assets and liabilities. The petitions were signed by Bart Reagor, managing member of Reagor Auto Mall I, LLC, general manager and Rick Dykes, managing member of Reagor Auto Mall I, LLC, general partner. The Hon. Robert L. Jones presides over the cases. The Debtors tapped David R. Langston, Esq., at Mullin Hoard & Brown, L.L.P., as their bankruptcy counsel; and Bob Schleizer of BlackBriar Advisors LLC as their chief restructuring officer. RITE AID: Moody's Rates Revolving Credit Facility B1, Outlook Neg. ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to Rite Aid Corporation's new ABL revolving credit facility and a B3 rating to the company's new FILO term loan. All other ratings remain unchanged. The ratings outlook remains negative. "Rite Aid's leverage remains high due to EBITDA erosion and free cash flow remains weak", Moody's Vice President Mickey Chadha stated. "The company's operating performance remains under pressure and it has a much weaker competitive position vis-à-vis its much larger and well capitalized competitors", Chadha further stated. New Ratings: Issuer: Rite Aid Corporation Senior Secured Revolver, Assigned B1 (LGD2) Senior Secured FILO Term Loan, Assigned B3 (LGD3) Ratings to be WR at close Issuer: Rite Aid Corporation Senior Secured Bank Credit Facility, B1 (LGD2) Outlook Remains Negative RATINGS RATIONALE Rite-Aid's B3 rating incorporates it's weak market position as it lacks the scale or the balance sheet to compete effectively with much larger and well capitalized competitors like CVS Health and Walgreens Boots Alliance, Inc. in the changing pharmacy landscape as scale has become increasingly more important in competitive environment within the pharmacy sector. The termination of the Albertsons merger negates the opportunity for Rite-Aid to gain scale and reduce its reliance on purely drug sales. Prior to October 2018, Rite-Aid's focus for about 3 years had been on its sale, first to Walgreens which was scuttled by the FTC and then to Albertsons which was terminated as majority of its shareholders were expected to reject the deal. Rite-Aid did sell about half its stores and a couple of distribution centers to Walgreens for about $4.375 billion and used the proceeds to repay debt. However, in the midst of all this deal making the operating performance of the company faltered as customers had no incentive to sign new contracts with Envision and the number of prescriptions filled at Rite-Aid declined. The company was also unable to offset reimbursement rate declines with generic purchasing efficiencies. Therefore EBITDA and free cash flow has declined significantly resulting in deteriorating credit metrics. Moody's expects Rite Aid's lease adjusted debt/EBITDA to be about 6.8x at the end of this fiscal year ending February 2019. Although Moody's expects modest improvement, leverage is expected to remain above 6.0x in the next 12-18 months. The rating also reflects the company's modest free cash flow EBIT/interest at about 1.0 times in the next 12-18 months. Positive ratings consideration is given to Moody's expectation that as the uncertainty of the last few years is eliminated management will now focus on cost reduction, store rationalization and increase the level of script growth through file buys and strategically target participation in limited and preferred networks to boost the top line. Rite Aid also has the opportunity to improve purchasing efficiencies by shifting its drug purchases to Walgreens Boots Alliance's group purchasing organization. Rite Aid's good liquidity, and the relative stability and positive longer term trends of the prescription drug industry are other positive rating considerations. The negative outlook reflects the uncertainty in management's ability to improve operating performance and credit metrics in the next 12-18 months given the current competitive business environment in the pharmacy sector and much larger and well capitalized peers in this space. An upgrade would require Rite Aid's, operating performance to improve or absolute debt levels to fall such that the company demonstrates that it can maintain debt/EBITDA below 5.5 times and EBIT to interest expense above 1.5 times. In addition, a higher rating would require Rite Aid to continue to maintain at least an adequate liquidity profile. Ratings could be downgraded if Rite Aid experiences decline in revenues or earnings or increases debt such that debt/EBITDA is likely to remain above 6.5 times and EBIT to interest expense is likely to remain below 1.0 times. Ratings could also be downgraded should free cash flow become persistently negative or the company does not get any traction on new PBM contracts or prescription volumes decline. Rite Aid Corporation operates 2,526 drug stores in 19 states. It also operates a full-service pharmacy benefit management company (Envision Rx). Revenues are about $22 billion. RIVERWALK COMMONS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Riverwalk Commons, Red Bank, LLC 356 Brownstone Ct Wyckoff, NJ 07481-2430 Business Description: Riverwalk Commons, Red Bank, LLC is a privately held company in Wyckoff, New Jersey, engaged in activities related to real estate. Chapter 11 Petition Date: January 10, 2019 Court: United States Bankruptcy Court District of New Jersey (Trenton) Case No.: 19-10647 Judge: Hon. Kathryn C. Ferguson Debtor's Counsel: Peter Broege, Esq. BROEGE NEUMANN FISCHER & SHAVER, LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484x202 E-mail: pbroege@bnfsbankruptcy.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph Langan, member of Langan Development, LLC. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-10647.pdf RK & GROUP: Seeks to Hire Campbell Law Firm as Legal Counsel ------------------------------------------------------------ RK & Group, Inc., seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to hire Campbell Law Firm, P.A., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Campbell Law Firm charges these hourly fees: Kevin Campbell $380 Michael Conrady $355 Suzanne Campbell Chisholm $255 Support Staff $100 The firm received $26,717, which includes a retainer fee of $25,000 and a filing fee of $1,717. Kevin Campbell, president of the Campbell Law Firm, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Kevin Campbell, Esq. Campbell Law Firm, P.A. P.O. Box 684 890 Johnnie Dodds Blvd. Mt. Pleasant, SC 29465 Tel: (843) 884-6874 Fax: (843) 884-0997 Email: kcampbell@campbell-law-firm.com About RK & Group Inc. RK & Group Inc. is a privately-held company in Goose Creek, South Carolina. It is a franchise owner of the Subway restaurant chain. RK & Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case No. 19-00037) on Jan. 3, 2019. At the time of the filing, the Debtor disclosed $564,823 in assets and $2,730,911 in liabilities. The case is assigned to Judge John E. Waites. Campbell Law Firm, P.A., is the Debtor's counsel. RUTABAGA CAFE: Seeks to Hire Charles M. Wynn as Legal Counsel ------------------------------------------------------------- Rutabaga Cafe/Soiree Catering, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire Charles M. Wynn Law Offices, P.A., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; conduct examinations incidental to the administration of its bankruptcy estate; and provide other legal services related to its Chapter 11 case. The firm charges these hourly fees: Charles Wynn $375 Michael Wynn $275 Associate Attorney $200 Legal Assistant $100 The Debtor paid the firm a $5,000 retainer, plus $2,500 for work-related costs. Charles Wynn, Esq., president of Wynn Law Offices, disclosed in a court filing that the firm's attorneys and legal assistants neither hold nor represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Charles M. Wynn, Esq. Charles M. Wynn Law Offices, P.A. 4436 Clinton St. Marianna, FL 32446-3435 Phone: 850-526-3520 Toll Free: 800-780-8060 Fax: 850-526-5210 About Rutabaga Cafe/Soiree Catering Rutabaga Cafe/Soiree Catering, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-40586) on Nov. 6, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. The case is assigned to Judge Karen K. Specie. Charles M. Wynn Law Offices, PA, is the Debtor's counsel. RUTABAGA CAFE: Seeks to Hire J. Philip Tyler as Accountant ---------------------------------------------------------- Rutabaga Cafe/Soiree Catering, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire J. Philip Tyler Certified Public Accountant, LLC. The firm will provide accounting services to file the Debtor's annual tax returns and prepare its monthly operating reports. Tyler will charge these hourly fees: Certified Public Accountant $185 Accountant – Master of Accountancy $85 Accounting Assistant/Office Manager $60 Data Entry Clerk $25 The firm's employees neither hold nor represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: J. Philip Tyler J. Philip Tyler Certified Public Accountant, LLC 2910 Russ Street Marianna, FL 32446 Telephone: (850) 482-7333 Fax: (850) 482-3085 E-mail: ptyler@tylercpafirm.com About Rutabaga Cafe/Soiree Catering Rutabaga Cafe/Soiree Catering, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-40586) on Nov. 6, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. The case is assigned to Judge Karen K. Specie. Charles M. Wynn Law Offices, PA, is the Debtor's counsel. RXSPORT CORP: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: RxSport Corp. 2974 Felton Road East Norriton, PA 19401 Business Description: RxSport Corp. is a manufacturer of Chandler baseball bats in Norristown, Pennsylvania. Chandler bats are made out of two types of wood: maple and ash. Chapter 11 Petition Date: January 10, 2019 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Case No.: 19-10187 Judge: Hon. Eric L. Frank Debtor's Counsel: David B. Smith, Esq. SMITH KANE HOLMAN, LLC 112 Moores Road, Suite 300 Malvern, PA 19355 Tel: (610) 407-7217 Fax: (610) 407-7218 E-mail: dsmith@skhlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Chandler, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/paeb19-10187.pdf SEARS HOLDINGS: Auction on Monday, ESL Ups Bid to $5 Billion ------------------------------------------------------------ It's Edward Lampert's ESL Investments versus Abacus Advisory Group on Monday. The bankruptcy auction for Sears Holdings is now scheduled for Jan. 14, 2019. ESL last week upped its offer to acquire the retailer's remaining 425 stores to $5 billion. Transform Holdco LLC, the newly formed entity created by ESL Investments to acquire Sears, sent a letter dated Jan. 9 to Lazard Freres & Co. LLC, which is advising the Debtors, to inform of its Revised Proposal which now "includes the assumption of additional liabilities that may increase the total purchase price presented by Buyer's proposal by over $600 million, which, together with the purchase price set forth in the Going Concern Proposal, would provide aggregate consideration to the Debtors in excess of $5 billion." The Revised Proposal includes the following revisions: 1. In addition to the liabilities described in the Going Concern Proposal, ESL proposes to assume up to $663 million in additional liabilities identified in consultation with the Debtors. This amount consists of the following, to be paid by the Buyer in accordance with the Revised Asset Purchase Agreement: a. Up to $166 million of payment obligations with respect to goods ordered by the Debtors prior to the closing of the proposed transactions (but as to which goods Debtors have not yet taken delivery and title prior to closing); b. Up to $139 million of 11 U.S.C. Sec. 503(b)(9) administrative priority claims; c. Up to $43 million of additional severance costs to be incurred by the Debtors; d. All cure costs related to contracts to be assumed by the Buyer (estimated to be up to $180 million); and e. Up to $135 million of property taxes with respect to the properties to be acquired by the Buyer. In the event that the sum of the amounts outstanding under the Debtors' first lien ABL DIP facility and their junior DIP facility (net of any cash available to pay down such amounts) is less than $1.2 billion at the time of closing the proposed transactions, the Buyer's obligation to assume the foregoing liabilities shall be reduced dollar-for-dollar to the extent of such shortfall, with such reduction allocated in accordance with the Revised Asset Purchase Agreement. In a schedule shared with the Buyer's representatives on Jan. 6, the Debtors estimated cash available to pay down such outstanding amounts was $89 million. ESL's Revised Proposal includes the acquisition by the Buyer of additional assets that were proposed to be left with the Debtors' estate, including: a. Approximately 57 additional real estate properties; b. Accounts receivable with respect to certain home warranties sold in FY 2018 with a book value of approximately $53.6 million; c. Other accounts receivable with a book value of at least $256 million, inclusive of netting for allowances for bad debts; d. Additional inventory with a book value of up to $166 million with respect to which the Buyer shall assume payment obligations (and as to which inventory the Debtors have not yet taken delivery and title prior to closing); e. Prepaid inventory with a book value of at least $147 million as to which the Debtors have not yet taken delivery and title prior to closing; and f. All of the Debtors' rights relating to the claims set forth in the class actions consolidated in the multi-district litigation In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, No. 1:05-MD-01720 (E.D.N.Y.). Reuters' Jessica DiNapoli and Mike Spector, citing unnamed sources, reported that Sears last week chose Closter, New Jersey-based Abacus Advisory Group LLC to sell the chain's vast inventories of tools, appliances and store fixtures should negotiations with ESL over his original $4.4 billion takeover bid end unsuccessfully. Sources also told Reuters that aside from Abacus, Sears has turned to a firm run by retail magnate Jay Schottenstein to help it shed inventory in the event of a liquidation. Schottenstein is the chief executive of teen apparel chain American Eagle Outfitters Inc and chairman of shoe seller DSW Inc. Alan Cohen is the chairman of Abacus. Sears had already retained Abacus as a liquidation consultant after filing for bankruptcy, but decided to take offers from other liquidators, according to Reuters. The sources told Reuters that Sears decided to continue working with Abacus after turning down bids from competitors that have worked on some of the biggest wind-downs in recent years, including Bon-Ton Stores Inc, Toys "R" Us Inc and Sears Canada. Transform Holdco has deposited $120 million in cash to Sears' escrow agent. The amount is inclusive of the $17.9 million deposit amount described at the Hearing and the amounts previously deposited at the time of submitting ESL's Going Concern Proposal. The amounts deposited represent in excess of 10% of the cash component of the purchase price. Transform Holdco says it has received a debt commitment letter from lenders with regard to a new ABL facility, a debt commitment letter from ESL and funds managed by Cyrus Capital Partners with respect to the rollover of certain debt facilities of the Debtors, a debt commitment letter from ESL and funds managed by Cyrus Capital Partners with respect to a new secured real estate loan, and an equity commitment letter from ESL. Upon receipt of the funds described in the Debt Commitment, the Rollover Commitment, the Real Estate Commitment and the Equity Commitment, the Buyer will have sufficient funds available to consummate the transactions contemplated by its Going Concern Proposal. A copy of ESL's revised offer is available at https://is.gd/gVg6Hw ESL also disclosed last week that as of Jan. 9 it may be deemed the beneficial owner of 156,380,740 shares or roughly 73.4% of Sears Holdings' common stock. A copy of that disclosure is available at https://is.gd/5ERKoD About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel and M-III Partners is serving as restructuring advisor. Aebersold, Managing Director, and Levi Quaintance, Vice President of Lazard Freres & Co. LLC serve as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. SHARING ECONOMY: Iliad Research Has 9.9% Stake as of Jan. 10 ------------------------------------------------------------ Iliad Research and Trading, LP, Iliad Management, LLC, Fife Trading, Inc., and John M. Fife disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Jan. 10, 2019, they beneficially own 753,039 shares of common stock of Sharing Economy International, Inc., which represents 9.99 percent of the shares outstanding. John Fife is the president of Fife Trading, Inc., which is the manager of Iliad Management, LLC, which is the general partner of reporting person Iliad. Iliad has rights, under a convertible promissory note, to own an aggregate number of shares of the Issuer's common stock which, except for a contractual cap on the amount of outstanding shares that Iliad may own, would exceed such a cap. Iliad's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's common stock beneficially owned by Iliad as of the date of Jan. 10, 2019 was 753,039 shares, which is 9.99% of the 7,537,925 shares outstanding on Nov. 13, 2018 (as reported in the Issuer's Form 10-Q filed on that date). A full-text copy of the regulatory filing is available at no charge at: https://is.gd/tZZcQi About Sharing Economy Headquartered in Jiangsu Province, China, Sharing Economy International Inc. -- http://www.seii.com/-- through its affiliated companies, designs, manufactures and distributes a line of proprietary high and low temperature dyeing and finishing machinery to the textile industry. The Company's latest business initiatives are focused on targeting the technology and global sharing economy markets, by developing online platforms and rental business partnerships that will drive the global development of sharing through economical rental business models. Throughout 2017, the Company made significant changes in the overall direction of the Company. Given the headwinds affecting its manufacturing business, the Company is targeting high growth opportunities and has established new business divisions to focus on the development of sharing economy platforms and related rental businesses within the company. These initiatives are still in an early stage. The Company did not generate significant revenues from its sharing economy business initiatives in 2017. RBSM LLP's audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph stating that the Company had a loss from continuing operations for the year ended Dec. 31, 2017 and expects continuing future losses, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. RBSM has served as the Company's auditor since 2012. Sharing Economy incurred a net loss of $12.92 million in 2017 and a net loss of $11.67 million in 2016. As of Sept. 30, 2018, the Company had $59.80 million in total assets, $9.46 million in total liabilities and $50.33 million in total equity. SHIV JI SHANKER: Hires Joseph H. Turner, PC as Attorney ------------------------------------------------------- Shiv Ji Shanker, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Georgia (Columbus) to hire Joseph H. Turner, Jr., Esq. and Joseph H. Turner, PC, as attorneys. Shiv Ji requires the attorney to: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the management of its property; b. prepare on behalf of the Debtor as Debtor-in-Possession necessary schedules, applications, motions, answers, orders, reports and other legal matters; c. assist in examination of the claims of creditors; d. assist with the formulation and preparation of the disclosure statement and plan of reorganization and with the confirmation and consummation thereof; e. represent the Debtor in adversary proceedings and other contested bankruptcy matters; and f. perform all other legal services for the Debtor as Debtor-in-Possession which may be necessary. Joseph H. Turner will charges $250.00 per hour for his services. Joseph H. Turner, Jr., Esq. assures the Court that he represents no interest adverse to Debtor or the estate in the matters upon which they are to be engaged. The attorney can be reached at: Joseph H. Turner, Jr., Esq. JOSEPH H. TURNER JR., PC 580 Cliftwood Ct. NE Atlanta, AG 30328 Phone: 470-277-4044 Fax: 404-393-9138 Email: jhtlaw@comcast.net About Shiv Ji Shanker Shiv Ji Shanker, LLC, is a privately held company in Duluth, Georgia in the traveler accommodation industry. The Company previously sought bankruptcy protection on Oct. 1, 2018 (Bankr. M.D. Ga. Case No. 18-40975). Shiv Ji Shanker sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. M.D. Ga. Case No. 18-41233) on Oct. 31, 2018. In the petition signed by Janita Patel, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge John T. Laney III. Joseph H. Turner, PC, led by principal Joseph H. Turner, Jr., represents the Debtor. SILVERADO STAGES: Hires Cunningham and Associates as Auctioneer --------------------------------------------------------------- Silverado Stages, Inc., and its debtor-affiliates seek approval from the U.S. Bankruptcy Court for the District of Arizona to hire Cunningham and Associates, Inc. to serve as auctioneer for the auction sale of estate property, and approving auction procedures for the sale of estate property. Cunningham and Associates will charge a fee consisting of a 15% buyers' premium and will provide the Debtors with 100% of the price achieved at auction. George Cunningham, appraiser and auctioneer employed by Cunningham & Associates, Inc., attests that his firm does not hold any interest materially adverse to the estate and is "disinterested" within the meaning of 11 U.S.C. Sec. 101(14). The firm can be reached at: George Cunningham Cunningham & Associates, Inc. 6520 N. 27th Ave. Phoenix, AZ 85017 Phone: 602-595-6714 Fax: 602-595-6813 About Silverado Stages Headquartered in Phoenix, Arizona, Silverado Stages, Inc. -- https://silveradostages.com/ -- with 10 locations on the West Coast, is a federally licensed motor carrier and operates as a Public Stage under California DOT authority. The company is additionally certified as a U.S. Department of Defense motor carrier to provide transportation for the military and by the CHP as a School Pupil Activities Bus (SPAB) operator. Silverado Stages was founded in 1987 and has had the most diverse background in passenger operations. It operates a diverse fleet of over 300 passenger vehicles, over 60 of which are ADA compliant. It currently operates from terminals in San Luis Obispo, Sacramento, Santa Barbara, Torrance, San Diego, Reno, and Las Vegas. Silverado Stages and seven of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 18-12203) on Oct. 5, 2018. In the petitions signed by James Galusha, chairman, Silverado Stages estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Debtor hired Sonoran Capital Advisors, LLC, and appointed the firm's managing director Matthew Foster as chief restructuring officer. Allen Barnes & Jones, PLC, is the Debtor's legal counsel. STEPHANIE N. MAPP: Taps Moecker's David Dybas as Appraiser ---------------------------------------------------------- Stephanie N. Mapp, D.M.D., P.A., received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire David Dybas of Moecker Auctions Inc. as its appraiser. Mr. Dybas will conduct an appraisal of the Debtor's inventory, furniture, fixtures, and equipment at its office in Fleming Island, Florida. The appraiser charges $150 per hour for on-site inspection, research and valuation, $75 per hour for travel, and $200 per hour for expert testimony. Mr. Dybas disclosed in a court filing that he does not represent any interest adverse to the Debtor and its bankruptcy estate. Mr. Dybas maintains an office at: David D. Dybas Moecker Auctions Inc. 1883 Marina Mile Blvd., Suite 106 Fort Lauderdale, FL 33315 Toll Free: 1-800-840-BIDS Phone: 954-252-2887 Fax: 954-252-2791 Email: info@moeckerauctions About Stephanie N. Mapp Stephanie N. Mapp, D.M.D., P.A., a dental practice located in Fleming Island, Florida, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-bk-03612) on Oct. 15, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Paul M. Glenn oversees the case. The Debtor tapped The Law Offices of Jason A. Burgess, LLC, as its legal counsel. SYNERGY PHARMA: Taps Centerview Partners as Investment Banker ------------------------------------------------------------- Synergy Pharmaceuticals Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Centerview Partners LLC as their investment banker and financial advisor. Services Centerview will provide are: a. General Financial Advisory and Investment Banking Services i. familiarize itself with the business, operations, properties, financial condition, and prospects of the Debtors; ii. review the Debtors' financial condition and outlook; iii. assist in the development of financial data and presentations to the Debtors' Board of Directors, various creditors, and other parties; iv. evaluate the Debtors' debt capacity and capital structure alternatives; v. participate in negotiations among the Debtors, and related creditors, suppliers, lessors, and other interested parties with respect to any of the transactions contemplated in the Engagement Letter; and vi. perform other financial advisory services as may be specifically agreed upon in writing by the Debtors and Centerview. b. Transaction Services i. analyze various HoldCo Liability Management Transaction, Liability Management Transaction, and Restructuring scenarios and the potential impact of these scenarios on the value of the Debtors, and the recoveries of those stakeholders impacted by such transactions; ii. provide financial and valuation advice and assistance to the Debtors to evaluate a range of transaction scenarios, including in developing and seeking approval of a Restructuring plan, if applicable; iii. provide financial advice and assistance to the Debtors, and the Debtors' lead counsel, Weil, Gotshal & Manges LLP, in structuring any new securities to be issued pursuant to HoldCo Liability Management Transaction, Liability Management Transaction, and/or Restructuring; iv. assist the Debtors and participate in negotiations with entities or groups affected by the HoldCo Liability Management Transaction, Liability Management Transactions, or Restructuring and/or Sale; and v. if requested by Weil, participate in hearings before the bankruptcy court with respect to the matters upon which Centerview has provided advice, including, as relevant, with respect to testimony in connection therewith. c. Financing Services i. provide financial advice and assistance to the Debtors in structuring and effecting one or more Financings, identifying potential investors, and, at the Debtors' request, contacting such investors; and ii. assist in the arranging of a Financing, the due diligence process, and negotiating the terms of any proposed Financing. d. Sale Services i. provide financial advice and assistance to the Debtors in connection with a Sale, identifying potential acquirers, and, at the Debtors' request, contacting such potential acquirers; and ii. assist the Debtors and participate in negotiations with potential acquirers. The principal terms of Centerview's Fee Structure are: a. $300,000 upon execution of the Engagement Letter and a monthly financial advisory fee of $150,000, the first of which shall be due and paid by the Debtors on January 1, 2019 and thereafter on each monthly anniversary thereof during the term of this engagement. The amount of any Monthly Advisory Fees paid to Centerview will be 100% credited (but only once) against any Restructuring Fee, Sale Fee or Financing Fee payable to Centerview pursuant to subparagraph 2(b), 2(c) or 2(d) of the Engagement Letter. b. If at any time during the term of this engagement or within the twelve full months following the termination of this engagement (including the term of this engagement, the Fee Period), (1) the Debtors consummate any Restructuring or (2) the Debtors enter into an agreement in principle, definitive agreement or Plan to effect a Restructuring, and at any time (including following the expiration of the Fee Period), any Restructuring is consummated, Centerview shall be entitled to receive a transaction fee, contingent upon the consummation of a Restructuring and payable at the closing thereof equal to $5,000,000; c. If at any time during the Fee Period, whether in connection with the consummation of a Restructuring or otherwise, (1) the Debtors consummate any Sale or (2) the Debtors enter into an agreement in principle or definitive agreement to effect a Sale, and at any time (including following the expiration of the Fee Period) such Sale is consummated, the Debtors shall pay Centerview a fee, which shall be contingent upon the consummation of a Sale and payable at the closing thereof. The amount of the Sale Fee will be based on Aggregate Consideration and calculated as follows: (i) $2,000,000 plus (ii) 3.16% of any amounts of AC in excess of $100 million up to AC of $195 million, plus (iii) 2.00% of any amounts of AC in excess of $195 million. Notwithstanding the above, if prior to commencing a chapter 11 case, and in connection with any Sale that is intended to be effectuated through chapter 11 of the Bankruptcy Code, the Debtors enter into an agreement in principle or definitive agreement to sell all, or substantially all, of its assets, then the lesser of $400,000 or 8.00% of the Sale Fee shall be payable upon the Debtors entering into such agreement. Centerview will not be entitled to both a Sale Fee and Restructuring Fee, but will be entitled to the greater of, on one hand, the Sale Fee and the Restructuring Fee, on the other hand, subject to applicable credits as provided in the Engagement Agreement. d. If at any time during the Fee Period, the Debtors receive and accept written commitments for one or more Financings (the execution by a potential financing source and the Debtors of a commitment letter or securities purchase agreement or other definitive documentation shall be deemed to be the receipt and acceptance of such written commitment) and at any time (including following the expiration of the Fee Period) any Financing is consummated, the Debtors will pay to Centerview a one-time fee of $2,000,000. For clarity purposes, once a Financing Fee is paid no other fees or Financing Fees will be payable for any additional Financings. Notwithstanding anything in subparagraph 2(d) of the Engagement Letter to the contrary, a Financing Fee earned in connection with a debtor-in-possession Financing shall be due upon the Debtors’ receipt and acceptance of written commitments for a debtor-in-possession financing (it being understood and agreed that the execution by a potential financing source and the Debtors of a commitment letter or securities purchase agreement or other definitive documentation shall be deemed to be the receipt and acceptance of such written commitment). The amount of any Financing Fee paid to Centerview under section 2(d) of the Engagement Letter shall be 100% credited (but only once) against any Sale or Restructuring Fee payable to Centerview pursuant to subparagraphs 2(b) or 2(c) of the Engagement Letter. Samuel Greene, Partner and Co-Head of the Debt Advisory and Restructuring Practice of Centerview Partners LLC, attest that Centerview is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code and does not hold or represent an interest materially adverse to the Debtors, their creditors, and shareholders for the matters for which Centerview is to be employed. The firm can be reached through: Samuel Greene Centerview Partners LLC 31 West 52nd Street, 22nd Floor New York, NY 10019 Telephone: (212) 380-2650 Fax: (212) 380-2651 About Synergy Pharmaceuticals Synergy (NASDAQ: SGYP) -- http://www.synergypharma.com/-- is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies. The company has pioneered discovery, research and development efforts around analogs of uroguanylin, a naturally occurring human GI peptide, for the treatment of GI diseases and disorders. Synergy's proprietary GI platform includes one commercial product TRULANCE(R) (plecanatide) and a second product candidate - dolcanatide. Synergy Pharmaceuticals Inc. (Lead Case) and its subsidiary Synergy Advanced Pharmaceuticals, Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 18-14010) on Dec. 12, 2018. In the petitions signed by Gary G. Gemignani, executive vice president and chief financial officer, the Debtors posted total assets of $83,039,825 and total liabilities of $179,282,378 as of Sept. 30, 2018. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as bankruptcy counsel; Sheppard, Mullin, Richter & Hampton LLP as special counsel; FTI Consulting, Inc. as financial advisor; Centerview Partners Holdings LP as investment banker; and Prime Clerk LLC, as notice and claims agent. SYNERGY PHARMACEUTICALS: Hires FTI Consulting as Financial Advisor ------------------------------------------------------------------ Synergy Pharmaceuticals Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ FTI Consulting, Inc., as financial advisor to the Debtors. Synergy requires FTI Consulting to: (a) assist the Debtors in the preparation of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; (b) assist the Debtors with information and analyses required pursuant to the Debtors' Debtor-In-Possession financing including, but not limited to, preparation for hearings regarding the use of cash collateral and DIP financing; (c) assist with the identification and implementation of short-term cash management procedures; (d) provide advisory assistance in connection with the development and implementation of key employee retention and other critical employee benefit programs; (e) provide assistance and advice to the Debtors with respect to the identification of core business assets and the disposition of assets or liquidation of unprofitable operations; (f) provide assistance with the identification of executory contracts and leases and performance of cost/benefit evaluations with respect to the affirmation or rejection of each; (g) identify areas of potential cost savings, including overhead and operating expense reductions and efficiency improvements; (h) assist in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; (i) attend meetings and assistance in discussions with potential investors, banks and other secured lenders, the Committee, the U.S. Trustee, other parties-in-interest and professionals hired by the same, as requested; (j) analyse creditor claims by type, entity and individual claim, including assistance with development of databases, as necessary, to track such claims; (k) assist in the preparation of information and analysis necessary for the confirmation of a plan in these chapter 11 proceedings; and (l) render such other general business consulting or such other assistance as Debtors' management or counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. FTI Consulting will be paid at these hourly rates: January 2019 ------------ Senior Managing Directors $875 to $1,075 $895 to $1,195 Directors $650 to $855 $670 to $880 Senior Consultants/Consultants $345 to $620 $355 to $640 Administrative/Paraprofessionals $140 to $270 $135 to $275 FTI Consulting will also be reimbursed for reasonable out-of-pocket expenses incurred. David Rush, senior managing director at FTI Consulting, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. FTI Consulting can be reached at: Sean A. Gumbs FTI CONSULTING, INC. 1001 Fannin St., Suite 3950 Houston, TX 77002 Tel: (832) 667-5160 E-mail: david.rush@fticonsulting.com About Synergy Pharmaceuticals Synergy (NASDAQ: SGYP) -- http://www.synergypharma.com/-- is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies. The company has pioneered discovery, research and development efforts around analogs of uroguanylin, a naturally occurring human GI peptide, for the treatment of GI diseases and disorders. Synergy's proprietary GI platform includes one commercial product TRULANCE(R) (plecanatide) and a second product candidate - dolcanatide. Synergy Pharmaceuticals Inc. (Lead Case) and its subsidiary Synergy Advanced Pharmaceuticals, Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 18-14010) on Dec. 12, 2018. In the petitions signed by Gary G. Gemignani, executive vice president and chief financial officer, the Debtors posted total assets of $83,039,825 and total liabilities of $179,282,378 as of Sept. 30, 2018. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as bankruptcy counsel; Sheppard, Mullin, Richter & Hampton LLP as special counsel; FTI Consulting, Inc. as financial advisor; Centerview Partners Holdings LP as investment banker; and Prime Clerk LLC, as notice and claims agent. SYNERGY PHARMACEUTICALS: Taps Prime Clerk as Administrative Advisor ------------------------------------------------------------------- Synergy Pharmaceuticals Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Prime Clerk LLC as administrative advisor. Synergy requires Prime Clerk to: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not covered by the Section 156(c) Order, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court. Prime Clerk will be paid at these hourly rates: Director of Solicitation $210 Solicitation Consultant $190 COO and Executive VP No charge Director $175-$195 Consultant/Senior Consultant $65-$165 Technology Consultant $35-$95 Analyst $30-$50 Benjamin J. Steele, partner of Prime Clerk LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prime Clerk can be reached at: Benjamin J. Steele PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 About Synergy Pharmaceuticals Synergy (NASDAQ: SGYP) -- http://www.synergypharma.com/-- is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies. The company has pioneered discovery, research and development efforts around analogs of uroguanylin, a naturally occurring human GI peptide, for the treatment of GI diseases and disorders. Synergy's proprietary GI platform includes one commercial product TRULANCE(R) (plecanatide) and a second product candidate - dolcanatide. Synergy Pharmaceuticals Inc. (Lead Case) and its subsidiary Synergy Advanced Pharmaceuticals, Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 18-14010) on Dec. 12, 2018. In the petitions signed by Gary G. Gemignani, executive vice president and chief financial officer, the Debtors posted total assets of $83,039,825 and total liabilities of $179,282,378 as of Sept. 30, 2018. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as bankruptcy counsel; Sheppard, Mullin, Richter & Hampton LLP as special counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners Holdings LP as investment banker; and Prime Clerk LLC, as notice and claims agent. TALLER DE FOTOPERIODISMO: Case Summary & 6 Unsecured Creditors -------------------------------------------------------------- Debtor: Taller De Fotoperiodismo Inc. PO Box 9023938 San Juan, PR 00902 Business Description: Taller De Fotoperiodismo Inc. is a foundation that offers photojournalism workshop to children, youth and adults Chapter 11 Petition Date: January 10, 2019 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Case No.: 19-00091 Judge: Hon. Enrique S. Lamoutte Inclan Debtor's Counsel: Javier Vilarino, Esq. VILARINO & ASSOCIATES LLC PO Box 9022515 San Juan, PR 00902 Tel: 787-565-9894 E-mail: jvilarino@vilarinolaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Pedro Borges, president. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/prb19-00091.pdf TARGA RESOURCCES: Moody's Rates Proposed $750MM Notes Ba3 --------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Targa Resources Partners LP's proposed $750 million notes due 2027. TRP is wholly owned by Targa Resources Corp. Targa and TRP's other ratings and Targa's stable outlook remained unchanged. The notes proceeds are expected to be used to reduce TRP's other borrowings, and therefore, the transaction will be debt neutral. Assignments: Issuer: Targa Resources Partners LP Senior Unsecured Notes, Assigned Ba3 (LGD4) RATINGS RATIONALE TRP's proposed and existing senior notes are unsecured and the creditors have a subordinated claim to TRP's assets behind the senior secured revolving credit facility and the accounts receivable securitization facility. The Ba3 rating on TRP's unsecured notes reflects the substantial amount of priority-claim secured debt in the capital structure as well as the likelihood of meaningful revolver use. Accordingly, we believe the Ba3 rating is more appropriate than that suggested by the Moody's Loss Given Default (LGD) methodology. Targa's Ba2 Corporate Family Rating (CFR) is supported by its sole ownership of TRP, its scale and EBITDA generation which has remained sizeable despite the volatile and low commodity prices, its track record of good execution of growth projects, and the meaningful and growing proportion of fee-based margin contribution. Targa has increased geographic diversification, more recently in the Permian Basin, and improved business diversification through acquisitions. Targa is focused on building more midstream infrastructure in 2019-20 in an effort to benefit from the increasing associated gas production in the Permian, driven by the basin's favorable crude oil production economics. These positive attributes are tempered by its material exposure to the gathering and processing business, exposure to commodity sensitive contracts, its historically aggressive distribution policies, and volume risk. Targa's CFR could be upgraded to Ba1 if consolidated leverage is sustained below 4.5x, dividend coverage remains above 1.1x, and its business mix becomes less exposed to commodity price risk. The ratings could be downgraded if consolidated leverage is over 5.5x. Significant delays or cost overruns on growth projects could also pressure the ratings. Targa Resources Corp., through its wholly-owned subsidiary Targa Resources Partners LP, operates a portfolio of midstream energy assets that include, gathering pipelines, gas processing plants, NGL pipeline, NGL fractionation units, and a marine import/export facility on the Gulf Coast. The principal methodology used in these ratings was Midstream Energy published in December 2018. TARGA RESOURCES: S&P Rates New $750MM Sr. Unsecured Notes 'BB' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Targa Resources Partners L.P. 's and subsidiary Targa Resources Partners Finance Corp.'s proposed $750 million senior unsecured notes due in 2027. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in a payment default scenario. The partnership intends to use the net proceeds to refinance debt under its credit facilities and for general corporate purposes, which may include partial or full redemption of the partnership's senior notes due in 2019. Houston-based Targa is a midstream energy partnership that specializes in natural gas gathering and processing, fractionating and distributing natural gas liquids, and crude oil logistics. RATINGS LIST Targa Resources Partners L.P. Issuer Credit Rating BB/Positive/-- New Rating Targa Resources Partners L.P. Targa Resources Partners Finance Corp. Senior Unsecured $750 mil notes due 2027 BB Recovery Rating 3(65%) TOISA LIMITED: Taps Mattos Filho as Brazilian Special Counsel ------------------------------------------------------------- Toisa Limited and its debtor-affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Mattos Filho as their Brazilian special counsel in these Chapter 11 Cases, nunc pro tunc to Nov. 21, 2018. Mattos Filho has extensive expertise in Brazilian law and is well qualified to advise the Debtors on issues concerning the Debtors' operations in Brazil and restructuring alternatives, including the operation of its non-debtor subsidiary Sealion do Brasil Navegação Ltda. Mattos Filho will only advise on matters concerning Brazilian law issues concerning SBN and the Debtors. Mattos Filho's current customary hourly rates are: Partners IV $810 Partners III $720 Partners II $630 Partners I $580 Lawyers V $560 Lawyers IV $490 Lawyers III $380 Lawyers II $330 Lawyers I $290 Trainees III $190 Trainees II $160 Trainees I $130 Stephen Charles O'Sullivan, Partner at Mattos Filho, attests that his firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, does not hold or represent an interest adverse to the Debtors' estates with respect to the matter which Mattos Filho is to be employed. The firm can be reached at: Stephen Charles O'Sullivan Mattos Filho Alameda Joaquim Eugênio de Lima, 447 - Jardim Paulista São Paulo SP CEP 01403-001 Phone: +55 11 3147 7600 About Toisa Limited Toisa Limited owns and operates offshore support vessels for the oil and gas industry. Toisa Limited and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-10184) on Jan. 29, 2017. In the petitions signed by Richard W. Baldwin, deputy chairman, Toisa Limited estimated $1 billion to $10 billion in assets and liabilities. Judge Shelley C. Chapman is the case judge. Togut, Segal & Segal LLP serves as bankruptcy counsel to the Debtors. The Debtors hired Kurtzman Carson Consultants LLC as administrative agent, and claims and noticing agent; and Scura Paley Securities LLC, as financial advisor. The U.S. Trustee for Region 2 formed an official committee of unsecured creditors on May 18, 2017. The Creditor's Committee retained Sheppard Mullin Richter & Hampton LLP, as counsel; and Klestadt Winters Jureller Southard & Stevens, LLP, as conflicts counsel. Blank Rome LLP, is the special maritime counsel. TOP TIER: Shaw's Supermarkets Object to Disclosure Statement ------------------------------------------------------------ Shaw's Supermarkets, Inc., filed a limited objection to the First Amended Disclosure Statement explaining the first amended joint Chapter 11 plan proposed by Top Tier Site Development, LLC, and the Official Committee of Unsecured Creditors. The creditor points out that the Debtor has not alleged any actionable conduct against Shaw's. Shaw's further disputes the Debtor's characterization that Shaw's was a so-called factor in the Debtor's demise. Shaw's complains and disputes it owes the Debtor any money based on the Debtor's own contractual breaches and irregularities with the Debtor's pay applications. Attorneys for Shaw's Supermarkets, Inc. Philip M. Hanaka, Esq. BUCHANAN INGERSOLL & ROONEY PC 401 E. Las Olas Boulevard, Suite 2250 Fort Lauderdale, FL 33301-4251 Tel: 954-468-2300 Email: philip.hanaka@bipc.com Top Tier Site Development, Corp. -- http://www.tt-sd.com/-- is a full-service contracting company in Lakeville, Massachusetts, with a focus on wireless communication, commercial and residential construction. Top Tier Site Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-14107) on Nov. 2, 2017. In the petition signed by Robert Santoro, its president, the Debtor disclosed $1.96 million in assets and $5.41 million in liabilities. Judge Joan N. Feeney presides over the case. James P. Ehrhard, Esq., of Ehrhard & Associates, P.C., is the Debtor's legal counsel. The Debtor hired Baker, Braverman & Barbadoro, P.C., as its special counsel and T.G. Mayer & Co., PC as its accountant. On Jan. 12, 2018, the U.S. Trustee for the District of Massachusetts appointed an official committee of unsecured creditors. The Committee retained Jeffrey D. Sternklar, LLC, as its legal counsel. TOPAZ SOLAR: S&P Lowers Issuer Credit Rating to 'B', On Watch Neg. ------------------------------------------------------------------ S&P Global Ratings, on Jan. 7, 2019, lowered its long-term issuer credit rating on utility Pacific Gas & Electric Co. (PG&E) to 'B' from 'BBB-' and kept the rating on CreditWatch with negative implications. Topaz Solar Farms receives all of its revenue from PG&E under a long-term power purchase and sale agreement (PPSA). S&P's rating on the solar project is currently capped by its view of the credit quality of PG&E, its utility offtaker. Therefore, S&P is lowering its ratings on Topaz Solar Farms LLC by five notches to 'B' from 'BBB-', to reflect the downgrade of PG&E, and is maintaining the ratings on CreditWatch, where S&P placed them with negative implications on Nov. 19, 2018. S&P is also assigning its '1' recovery rating to Topaz Solar's secured debt. Topaz Solar Farms LLC is a 550-megawatt (MW) photovoltaic solar power project in San Luis Obispo County, Calif. that completed final construction on Feb. 28, 2015. The total construction cost was about $2.4 billion. The project's parent is BHE Renewables (BHER). Topaz has a 25-year PPSA with utility offtaker PG&E. S&P's 'B' rating on the project is constrained by its rating on PG&E. Therefore, any degradation in PG&E's creditworthiness could lead it to downgrade Topaz. S&P said, "The CreditWatch negative listing on Topaz Solar mirrors our CreditWatch listing on PG&E. Given that our ratings on the project are capped by our senior secured rating on PG&E, further downgrades of PG&E could cause us to take similar actions on Topaz Solar. If PG&E files for Chapter 11 this could, subject to it being a material adverse effect, trigger a cross default under Topaz Solar's financing documents unless the power contract is replaced within 90 days of the bankruptcy event." TRANSDIGM INC: Moody's Affirms B1 CFR, Outlook Under Review ----------------------------------------------------------- Moody's Investors Service affirmed certain ratings for TransDigm Inc. including the B1 Corporate Family Rating, the B1-PD Probability of Default Rating and the B3 senior subordinated rating. Concurrently, Moody's placed the senior secured Ba2 ratings under review for downgrade and anticipates that if the pending acquisition of Esterline Technologies Corp. is substantially financed through incremental senior secured debt, the senior secured ratings would be downgraded to Ba3. The outlook for TransDigm Inc. is changed to rating under review which applies only to senior secured debt and Moody's expects to only downgrade the Ba2 senior secured ratings and not any other ratings. Once the review is completed, Moody's would expect to affirm all ratings, downgrade the senior secured debt and have a negative outlook. Ratings of Esterline are unchanged, as the debt is expected to be repaid upon closing. RATINGS RATIONALE The B1 Corporate Family Rating considers TransDigm's high tolerance for financial risk, aggressive financial policy and the company's private equity-like business model that prioritizes shareholder returns over creditors. The rating also reflects TransDigm's weak balance sheet and the cyclical nature of its commercial OEM aerospace markets (30% of sales) which are vulnerable to economic downturns. Partially mitigating concerns around high financial leverage is TransDigm's strong competitive standing supported by the proprietary and sole-sourced nature of the majority of its products, its industry leading profitability metrics, as well a strong liquidity profile and favorable demand fundamentals within aerospace and defense end-markets. The company's installed base of niche products across multiple carriers and platforms as well as its focus on highly profitable aftermarkets, which add stability to its revenue stream adds further support to the rating. TransDigm's industry leading margins are a critical rating consideration as they enable the company to operate with higher levels of financial leverage and are an important driver of its strong cash generating capabilities. Given Esterline's lower margins (EBITDA margins currently in the mid-teens relative to TransDigm's EBITDA margins which approach 50%), Moody's anticipates that the acquisition will have a meaningful dilutive impact on TransDigm's profitability with pro forma consolidated margins likely to decline to below 40%. TransDigm's ability to strongly execute and to apply its value-based operating strategy to help mitigate the dilutive impact of Esterline on the company's margins such that it is able to restore future margins back into the 40% range will be an important rating consideration over the next few years. Pro forma for the Esterline acquisition, debt-to-EBITDA (after standard adjustments) is expected to increase about 0.75x to the high 7x range, a level that is at the upper bounds of leverage previously published for expectations for the ratings. Given the very high level of pro forma leverage, Moody's expects the company to refrain from any near-term shareholder distributions or additional leveraging M&A transactions. An inability or an unwillingness to reduce financial leverage back towards 7x would likely result in downward rating pressure. The negative outlook for TransDigm Holdings UK plc reflects TransDigm's highly leveraged balance sheet that will constrain financial flexibility over the next 12 months as well as elevated near-term execution risk relating to the large-sized acquisition of Esterline. The SGL-1 speculative grade liquidity rating denotes expectations of a very good liquidity profile over the next 12 months. Moody's expects TransDigm to maintain healthy cash balances (cash on hand after the Esterline acquisition is likely to be around $1.7 billion), substantial free cash generation (FCF-to-Debt during 2019 is anticipated to be at least in the mid-single-digits) and near full availability under its $600 million revolving credit facility. This should afford the company the financial flexibility necessary to manage its large debt burden. TransDigm's senior secured term debt is rated two notches above the CFR at Ba2 reflecting meaningful secured collateral support and the cushion against loss provided by the senior subordinated notes, which are rated B3, two notches below the CFR. While the financing specifics of the Esterline acquisition are still to be finalized, Moody's anticipates that substantially all of the transaction will be funded though incremental senior secured term debt. With a meaningful increase in secured debt relative to unsecured debt, this is expected to result in ratings on existing senior secured indebtedness being downgraded by one notch to Ba3. An upgrade is unlikely in the near term given TransDigm's highly leveraged capital structure. Any upward rating action would be driven by leverage sustained below 5.0x on a Moody's adjusted basis, coupled with the maintenance of the company's industry leading margins and a continuation of the strong liquidity profile. Factors that could result in lower ratings include expectations that Moody's adjusted Debt-to-EBITDA will remain sustained at the high 7x level. An inability or an unwillingness to reduce financial leverage back towards 7x would likely cause downward rating pressure. A deteriorating liquidity profile involving FCF-to-Debt continuously below 5%, annual free cash flow generation sustained below $700 million or increased reliance on revolver borrowings could also pressure the rating downward. An inability to improve profitability such that EBITDA margins were expected to remain around 40% could also result in downward rating pressure over time. The following rating actions were taken: Issuer: TransDigm Inc. Probability of Default Rating, Affirmed B1-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 Corporate Family Rating, Affirmed B1 Senior Subordinated Regular Bond/Debenture, Affirmed B3 (LGD5) Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba2 (LGD2) Outlook, Changed To Rating Under Review From Negative Issuer: TransDigm Holdings UK plc Senior Subordinated Regular Bond/Debenture, Affirmed B3 (LGD5) Outlook, Negative TransDigm Inc., headquartered in Cleveland, Ohio, is a manufacturer of engineered aerospace components for commercial airlines, aircraft maintenance facilities, original equipment manufacturers and various agencies of the US Government. TransDigm Inc. is the wholly-owned subsidiary of TransDigm Group Incorporated (TDG). Esterline Technologies Corp. designs and manufactures highly engineered products and systems primarily serving aerospace and defense customers. Pro forma revenues for the combined companies for the last twelve month period ending September 30, 2018 are approximately $5.8 billion. UNIVERSITY PHYSICIAN: Committee Taps O'Keefe as Financial Advisor ----------------------------------------------------------------- The official committee of unsecured creditors of University Physician Group received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire O'Keefe & Associates Consulting LLC as its financial advisor. The firm will assist the committee in evaluating restructuring proposals with the Debtor's creditors; provide business valuation services; analyze financial information; and provide other financial advisory services related to the Debtor's Chapter 11 case. O'Keefe charges these hourly fees: CEO/Managing Directors $375 - $575 Directors $250 - $350 Senior Associates/Staff $100 - $200 Patrick O'Keefe, chief executive officer of O'Keefe, disclosed in a court filing that his firm neither holds nor represents any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Patrick M. O'Keefe O'Keefe & Associates Consulting L.L.C. 2 Lone Pine Road Bloomfield Hills, MI 48304 Phone: 248.593.4810 Fax: 248.593.6108 Email: pokeefe@okeefellc.com About University Physician Group University Physician Group -- http://www.wsupgdocs.org/-- is a non-profit multi-specialty physician practice group in southeast Michigan, providing primary and specialty care. Its doctors provide medical care while conducting groundbreaking research and continuing education at Wayne State University, one of the nation's top medical universities. University Physician Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-55138) on Nov. 7, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case is assigned to Judge Mark A. Randon. The Debtor tapped Steinberg Shapiro & Clark as lead counsel, and Robert Bassel, Esq., as co-counsel with Steinberg. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on Nov. 26, 2018. The committee tapped Pepper Hamilton LLP as its legal counsel. VFH PARENT: Moody's Rates $1.5MM 1st Lien Loan 'Ba3' ---------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to VFH Parent LLC's proposed $1.5 billion first lien term loan. VFH Parent LLC is the debt-issuing entity of Virtu Financial, Inc. At the same time, Moody's affirmed Virtu's Ba3 issuer rating, Ba2 rating on Virtu's existing $0.4 billion first lien term loan, and B1 rating on Virtu's $0.5 billion second lien notes. Moody's said that Virtu's outlook remains stable. Moody's said Virtu plans to issue its proposed $1.5 billion first lien term loan to finance the approximate $1.0 billion acquisition of Investment Technology Group, Inc. (ITG), to repay its outstanding $0.4 billion first lien term loan, and for related fees and expenses. VFI expects to close the acquisition during the first half of 2019. Moody's said it would withdraw its Ba2 rating on Virtu's existing $0.4 billion first lien term loan when it is repaid. Moody's has taken the following rating actions: Issuer: VFH Parent LLC Issuer rating, Ba3, affirmed Proposed $1.5 billion gtd first lien term loan, Ba3, assigned Existing $0.4 billion first lien term loan, Ba2, affirmed $0.5 billion second lien notes, B1, affirmed Outlook, Remains Stable RATINGS RATIONALE Moody's said the assigned Ba3 rating on Virtu's proposed $1.5 billion first lien term loan is one notch lower than Virtu's existing Ba2 $0.4 billion first lien term loan because of the higher magnitude of the proposed new loan and the consequent lower amount of loss absorption that will be provided by Virtu's $0.5 billion second lien notes. Moody's said it would withdraw its Ba2 rating on Virtu's existing $0.4 billion first lien term loan when it is repaid. Moody's said that although the extent of the effective subordination in Virtu's second lien notes will increase with an increase in the size of its first lien loan, the change in loss severity is not sufficient to warrant a change in the second lien notes' rating. Moody's said it affirmed Virtu's Ba3 issuer rating because the incremental credit strengths that could accrue to Virtu from acquiring ITG are balanced by the credit risks associated with its planned increase in leverage and its acquisition integration challenges. Moody's said ITG operates a dark pool trading venue and offers various transaction execution, analytical and technology services to its institutional clients. The successful acquisition of ITG would substantially enhance VFI's business diversification and could result in more stable and predictable cash flow streams, said Moody's. ITG's execution services and related activities complement VFI's existing customer-facing execution business that contributes roughly 10% of VFI's net trading income. On a combined basis, these execution services would contribute to about one-third of VFI's net trading income, with market making activities contributing the remaining two-thirds, said Moody's. Moody's said VFI intends to combine its expertise in trading technology and access to deeply liquid markets with ITG's global client reach and customer-facing product suite. In doing so, VFI expects to realize $123 million in total cost synergies within two years of completing the acquisition, or about one-third of ITG's operating expense base, as well as $125 million of capital savings. Moody's said VFI's management has strongly demonstrated the ability to execute on acquisition integrations, and its cost-saving target for ITG is substantially less that for its previous acquisition of KCG Holdings, Inc. (KCG) in July 2017, when it set out to achieve cost synergies approaching 50% of KCG's core cash operating costs. Moody's said that since August 2015, ITG has had three separate settlements with the SEC totaling $56.8 million concerning its business activities and related oversight and compliance matters. The latest of these was a $12 million settlement announced last week, concerning ITG's misstatements and omissions about the operation of its dark pool, and its failure to establish adequate safeguards and procedures to protect its dark pools' subscribers' confidential trading information. Moody's said a key challenge for VFI in integrating ITG would be to substantially improve ITG's compliance record and ensure that there are no further significant adverse developments in such areas. Given the mix in the combined business activities of the two firms, covering customer-facing execution services and proprietary market making, Moody's said that the development of any compliance failures of a similar nature to those that have occurred at ITG in the past could have severely adverse repercussions for the combined execution services business. Moody's said that, notwithstanding the strategic, financial and operational benefits that could accrue from acquiring ITG, the utilization of debt to solely finance the transaction represents an aggressive use of leverage by VFI's management, and that the incremental acquisition-related debt would increase Virtu's total debt to $2.0 billion compared with $0.9 billion currently. In contrast, said Moody's, the $1.4 billion KCG acquisition was funded by $750 million of new stock and $650 million of incremental debt. VFI said it expects to de-lever to a target of 2.0x to 2.25x (by its measure) by year-end 2020. Moody's said Virtu's stable outlook reflects Moody's expectation that VFI's management will prioritize debt reduction following the ITG acquisition in fulfilling its commitment to de-lever to a target of 2.0x to 2.25x (by its measure) by year-end 2020. The stable outlook also includes consideration of VFI's positive recent financial performance (including benefitting from increased market volatility) and the successful integration of KCG, said Moody's. Moody's said VFI expects to close the acquisition in the first half of 2019, following regulatory and ITG shareholders' approvals. FACTORS THAT COULD LEAD TO AN UPGRADE Moody's said upward rating pressure could develop if the ITG acquisition is successfully executed, de-leveraging occurs according to plan, and VFI emerges with substantially improved business and customer diversification and a more stable revenue stream. The effectiveness of VFI's operational risk management practices and its compliance, regulatory and competitive environment would also be important considerations in considering Virtu for upgrade, said Moody's. FACTORS THAT COULD LEAD TO A DOWNGRADE Moody's said failure to achieve the expected ITG merger benefits or to fully integrate and control the operational risks of the combined platform, or reduce debt leverage according to plan, could lead to a downgrade. The emergence of new regulatory compliance issues in the combined firms' execution services activities that resulted in significant client losses or franchise erosion could also trigger a downgrade, said Moody's. Any other large acquisition before the complete integration of ITG or a sizable further increase in debt obligations could also lead to downward pressure on the ratings. In addition, regulatory or competitive changes that adversely affect VFI's business practices and weaken profitability could lead to downward rating pressure, said Moody's. WABASH VALLEY: $1M Sale of Vincennes Property to Hixson Approved ---------------------------------------------------------------- Judge Shelley D. Rucker of the U.S. Bankruptcy Court for the Eastern District of Tennessee authorized Wabash Valley Wood Protection, Inc.'s sale of the real and personal property located at 700 Fulton Glass Road, Vincennes, Indiana, including all real property, inventory and equipment, to Hixson Lumber Sale or assigns for $1 million. A hearing on the Motion was held on Dec. 27, 2018, at 11:00 a.m. The sale is free and clear of all claims with said claims attaching to the sale proceeds. The sale excludes Debtor's cash, accounts receivable, bank accounts, and cash deposits. The Debtor/Closing Agent is authorized to pay the property taxes against the real property, the City of Vincennes, Birmingham International, and Great American Bank in the amount of their claims as of the closing date. The balance of the sale proceeds existing after payment of property taxes and secured claims will be held in the Debtor's attorney's trust account pending further order of the Court. Any stay of the Order, whether arising from Bankruptcy Rules 6004 and/or 6006 or otherwise, is expressly waived and the terms and conditions of the Order will be effective and enforceable immediately upon its entry. About Operation Simulation Associates Founded in 1983, Operation Simulation Associates provides software and services for the electric power industry with clients in the USA and worldwide. OSA is the developer of the PowrSym family of electric power system generation, transmission, and fuel supply models. Wabash Valley Wood Protection, Inc., is an Indiana corporation founded in 2017 for the purpose of purchasing and operating the Vincennes, Indiana pressure treating plant and distribution yard formerly operated as a division of Babb lumber Company. With the acquisition, Wabash is adding a new product line of UL fire rated lumber and plywood. Operation Simulation Associates, based in Ringgold, Georgia, and its affiliates sought Chapter 11 protection (Bankr. E.D. Tenn. Lead Case No. 18-14808) on Oct. 19, 2018. In the petitions signed by Roger A. Babb, president, Operation Simulation Associates estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities; and Wabash Valley Wood Protection, Inc., estimated $1 million to $10 million in assets and liabilities. The Hon. Shelley D. Rucker is the case judge. David J. Fulton, Esq., at Scarborough & Fulton, serves as bankruptcy counsel to the Debtors. WALDEN PALMS CONDOMINIUM: Seeks Authority to Use Cash Collateral ---------------------------------------------------------------- Walden Palms Condominium Association, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral to the extent necessary, subject to the budget. In the normal course of business, the Debtor uses cash on hand and cash flow from the collection of monthly (and delinquent) Assessments to fund general operating purposes as well as to fund the repairs necessary to bring the Community property back up to code (and thus avoid the City Liens from increasing even more). In particular, such cash is needed to, inter alia, continue business operations, maintain business relationships with vendors, and suppliers, and to otherwise satisfy other working capital needs -- all of which are necessary to preserve and maintain going-concern value of the Debtor and the Prepetition Collateral, and, ultimately, to effectuate a successful reorganization. Substantially all of the Debtor's assets are, or may be, subject to a perfected security interest in favor of the City of Orlando, in connection with nineteen statutory liens recorded in connection with various building code violations, most of which have been pending since 2010 and are, collectively, in the amount of between $4.6-$4.7 million and increasing at the rate of $15,000 per day. The Debtor believes that through its new Board of Directors, they is finally taking efforts to address these Code Violations (among other things) and, as noted in greater detail herein below, has already taken of steps towards rectifying same, including, inter alia, pursuing insurance proceeds, increasing assessments for mandatory reserves, and (eventually) pursuing claims against those persons and/or entities that caused and/or failed to address such violations in the first place. As of the Petition Date, it is estimated the City Liens are valued between $4.6 and $4.7 million. However, as the liens continue to increase at about $15,000 per day, it is difficult to determine the exact value as of the date of filing. In addition, there has been no formal appraisal of the fair market value of the Prepetition Collateral. Notwithstanding, given the unique circumstances of this case, it is believed the value of the Prepetition Collateral is likely less than the balance due on account of the City Liens. The Debtor proposes to provide adequate protection during the course of the case, by maintaining all current insurances, maintaining the Community facilities, buildings, grounds, and parking lot, while continuing to allocate funds to address all pending Code Violations. The Debtor will also disclose all income and expenses on its monthly Debtor in Possession reports, but the City may request back-up for any and all charges and expenses, which will be timely provided. Additionally, the Debtor will grant, assign and pledge a post-petition security interest and lien (only to the same validity, extent, and priority of such prepetition security interests, if any exist) in the secured Prepetition Collateral in which the City held a valid lien or security interest prior to the Petition Date. The replacement lien will not, however, apply to any funds recovered by the estate pursuant to avoidance actions arising under Sections 542 through 550. Moreover, to the extent the Debtor may use Cash Collateral of the City, the Debtor submits that the City will be adequately protected from any diminution in value by avoiding the likely adverse impact to the Prepetition Collateral that would occur if the Debtor was not allowed to do so. Indeed, the primary adequate protection for the City is the preservation of the going-concern value of the Community, and the rectifying of the Code Violations -- which precipitated the imposition of such liens in the first place. Seeks Authority to Use Cash Collateral http://bankrupt.com/misc/flmb18-07945-2.pdf About Walden Palms Condominium Association Walden Palms Condominium Association, Inc., is a nonprofit property management company in Orlando, Florida. Walden Palms Condominium Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07945) on Dec. 24, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The case is assigned to Judge Cynthia C. Jackson. The Debtor tapped Shapiro, Blasi, Wasserman & Hermann, P.A., as its bankruptcy counsel; Arias Bosinger PLLC as general association counsel; JD Law Firm; as collections & foreclosure counsel; and Winderweedle, Haines, Ward & Woodman, P.A. as land use counsel. WASEEM INC: Seeks Denial of Previous Cash Collateral Stipulation ---------------------------------------------------------------- Waseem, Inc. requests the U.S. Bankruptcy Court for the Southern District of California to deny approval of the previously submitted stipulation for use of cash collateral and relieve Waseem of any obligations to make adequate protection payments to Wells Fargo related to the use of cash collateral. Shortly after filing the case, Waseem and its secured lender reached a stipulation for use of cash collateral. At the Dec. 20, 2018 hearing on the emergency motion to approve the stipulation, the Court allowed for payment of prepetition payroll obligations and otherwise allowed for the use of cash collateral on in cases where irreparable harm would occur. The Court also voiced concern that Waseem's post-petition receipts may not have been cash collateral. Waseem's counsel has reexamined the issue raised by the court and concluded that Waseem's only prepetition assets which qualify as cash collateral are $625 cash $500 of inventory comprised of small auto accessories such as air fresheners. Waseem is prepared to pay $1,125 for the release of this collateral. Waseem's counsel reported this change of position to counsel for Wells Fargo. However, Wells Fargo has not provided the debtor with a substantive response. About Waseem, Inc. Waseem, Inc., doing business as Sabre Spring Hand Car Wash and Detaling, is a privately held company in San Diego, California that operates in the car washing industry. Waseem filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 18-07232) on Dec. 5, 2018. In the petition signed by Waad Sako, president, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Margaret M. Mann. The Debtor is represented by William J. Wall, Esq., of the Wall Law Office. WILBANKS ASSOCIATES: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Wilbanks Associates, LLC as of Jan. 9, according to a court docket. About Wilbanks Associates LLC Wilbanks Associates, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-69892) on November 28, 2018. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $1 million. The case has been assigned to Judge Jeffery W. Cavender. The Debtor tapped Limbocker Law Firm, LLC as its legal counsel. WOODBRIDGE GROUP: Selling Beverly Hills Property for $7.4 Million ----------------------------------------------------------------- Woodbridge Group of Companies, LLC, and its affiliated debtors, ask the U.S. Bankruptcy Court for the District of Delaware to authorize their California Residential Purchase Agreement and Joint Escrow Instructions dated as of Nov. 6, 2018, with Barrie Clapham, in connection with the sale of Debtor Cannington Investments, LLC's real property located at 1118 Tower Road, Beverly Hills, California, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $7.4 million. A hearing on the Motion is set for Jan. 22, 2019 at 10:00 a.m. (ET). The objection deadline is Jan. 10, 2019 at 4:00 p.m. (ET). The Property consists of an approximately 5,862 square foot single-family home situated on 0.31 acres in Beverly Hills, California. The Seller purchased the Property in September 2014 for a purchase price of $4,850,000 with the intention of remodelling the Property for resale. The Seller then significantly remodelled the Property. The Debtors have determined that selling the Property now on an “as is” basis best maximizes the value of the Property. The Property has been formally listed on the multiple-listing service since Sept. 6, 2018, and was also previously listed for a period of 78 days, and has been widely marketed, including through various online and print media advertisements, as well as promotional content on social media sites. The Property has received five offers in total. The Debtors countered all five offers; however, four of the potential bidders either did not respond or determined not to proceed with their original offers. Therefore, the Debtors ultimately determined that the Purchaser's all cash offer under the Purchase Agreement is the best offer the Debtors have received. Accordingly, the Debtors determined that selling the Property on an "as is" basis to the Purchaser is the best way to maximize the value of the Property. On Nov. 6, 2018, the Purchaser made an all cash $7.3 million offer on the Property. Later on Nov. 6, 2018, the Debtors countered that offer in the amount of $7.5 million. On Nov. 7, 2018, the Purchaser responded by increasing its offer to $7.4 million. The Debtors believe that this purchase price provides significant value, and accordingly, the Seller countersigned the final Purchase Agreement on Nov. 7, 2018. Under the Purchase Agreement, the Purchaser agreed to purchase the Property for $7.4 million, with a $219,000 initial cash deposit, and the balance of $7.181 million to be paid as a single cash down payment due at closing. The deposit is being held by A&A Escrow Services, Inc. as the escrow agent. In connection with marketing the Property, the Debtors worked with UMRO Realty Corp., doing business as The Agency, a non-affiliated third-party brokerage company. The Broker Agreement, as amended, provides the Seller's broker with the exclusive and irrevocable right to market the Property for a fee in the amount of 2% of the contractual sale price for The Agency and 2.5% of the contractual sale price to a cooperating buyer's broker. The Purchase Agreement is signed by Jon Grauman of The Agency as the Seller's broker and Sally Forster Jones of Compass Real Estate as the Purchaser's broker. In addition to the Broker Fees, the Seller must also satisfy certain required costs associated with the sale and transfer of title of the Property to comply with the Purchase Agreement. The Other Closing Costs include, but are not limited to, recording fees, title insurance policy costs, prorated property taxes, city and county transfer taxes, and other items noted on the title report for the Property. The Debtors also rely on outside vendors for escrow and title services in connection with property sales. In general, vendors are mutually agreed on by the applicable Debtors and a purchaser prior to the acceptance of an offer. Absent authority to pay Other Closing Costs, the Seller will be unable to close the Sale and receive Sale proceeds. If the Seller is unable to make these payments, the Purchaser may be entitled to rescind the Purchase Agreement or assert other remedies that could lead to additional and unnecessary claims. Accordingly, the Debtors ask the ability to pay Other Closing Costs in connection with the sale proceeds. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Property is subject to certain liens for the benefit of Woodbridge Mortgage Investment Fund 2, LLC and Woodbridge Mortgage Investment Fund 3A, LLC, which secure indebtedness of the Seller to the Funds in connection with the purchase and development of the Property. The Funds have consented to the Sale of the Property free and clear of the Fund Liens. The Debtors ask that filing of a copy of an order granting the relief sought in Los Angeles County, California may be relied upon by Fidelity National Title Insurance Co. to issue title insurance policies on the Property. They further ask authority to pay the Broker Fees out of the Sale proceeds in an aggregate amount not to exceed 4.5% of gross Sale proceeds by paying the Seller's Broker Fee to The Agency and paying the Purchaser's Broker Fee to Compass. Any delay in permitting the Debtors to close the Sale could jeopardize the Sale with the Purchaser and therefore would be detrimental to the Debtors, their creditors, and their estates. Accordingly, and to successfully implement the foregoing, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of any order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Woodbridge_Group_3239_Sales.pdf About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: Selling Castle's Carbondale Property for $80K --------------------------------------------------------------- Woodbridge Group of Companies, LLC, and its affiliated debtors, ask the U.S. Bankruptcy Court for the District of Delaware to authorize their Contract to Buy and Sell Real Estate dated as of Nov. 26, 2018 , with AGV8, LLC, in connection with the sale of Debtor Castle Pines Investments, LLC's real property located at 34 Mariposa, Carbondale, Colorado, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $80,000. A hearing on the Motion is set for Jan. 22, 2019 at 10:00 a.m. (ET). The objection deadline is Jan. 10, 2019 at 4:00 p.m. (ET). The Property consists of an approximately 0.54 acre vacant lot situated in the Aspen Glen community in Carbondale, Colorado. The Seller purchased the Real Property in May 2015 for $100,000 with the intention of holding the lot for future sale as a vacant lot or for future possible development. Ultimately, the Debtors determined that there would be no benefit to constructing a new home on the Real Property given the existing inventory in the community. The Property has been formally listed on the multiple-listing service for approximately 103 days and has been advertised in local print media publications. The Purchaser's all cash offer under the Purchase Agreement is the highest and otherwise best offer (and the only offer) the Debtors have received for the Property. Accordingly, the Debtors determined that selling the Property to the Purchaser is the best way to maximize the value of the Property. On Nov. 17, 2018, the Purchaser made an all cash offer for the Property in the amount of $60,000. The Debtors countered the Purchaser's offer at $90,000. On Nov. 20, 2018, the Purchaser raised its offer to $63,000; however, the Debtors held firm at $90,000. On Nov. 26, 2018, the Purchaser made a new offer in the amount of $70,000. On Nov. 27, 2018, the Debtors made a best and final counter offer in the amount of $80,000, which the Purchaser accepted. The Debtors believe that this all cash purchase price provides significant value, and accordingly, the Seller countersigned the final Purchase Agreement on Nov. 27, 2018. Under the Purchase Agreement, the Purchaser agreed to purchase the Property for $80,000, with an $8,000 initial cash deposit, and the balance of $72,000 to be paid in cash at closing. The deposit is being held by Commonwealth Title Company of Garfield County, Inc. as the escrow agent. In connection with marketing the Property, the Debtors and the Purchaser each worked with different agents at Aspen Snowmass Sotheb's International Realty a non-affiliated third-party brokerage company. The Broker Agreement provides Sotheby’s with the exclusive and irrevocable right to market the Property for a fee in the amount of 2.5% of the contractual sale price to the Seller's broker and a fee in the amount of 2.5% of the contractual sale price to the Purchaser's broker. The Purchase Agreement is signed by Laura Gee of Sotheby's as the Seller's broker and by Arleen K. Ginn of Sotheby's as the Purchaser's broker. In addition to the Broker Fees, the Seller must also satisfy certain required costs associated with the sale and transfer of title of the Property to comply with the Purchase Agreement. The Other Closing Costs include, but are not limited to, recording fees, title insurance policy costs, prorated property taxes, city and county transfer taxes, and other items noted on the title report for the Property. The Debtors also rely on outside vendors for escrow and title services in connection with property sales. In general, vendors are mutually agreed on by the applicable Debtors and a purchaser prior to the acceptance of an offer. Absent authority to pay Other Closing Costs, the Seller will be unable to close the Sale and receive Sale proceeds. If the Seller is unable to make these payments, the Purchaser may be entitled to rescind the Purchase Agreement or assert other remedies that could lead to additional and unnecessary claims. Accordingly, the Debtors ask the ability to pay Other Closing Costs in connection with the sale proceeds. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors ask that filing of a copy of an order granting the relief sought in Garfield County, Colorado may be relied upon by Fidelity National Title Insurance Co. to issue title insurance policies on the Property. They further ask authority to pay the Broker Fees out of the gross Sale proceeds by paying the Seller's Broker Fee in an amount up to 2.5% of such proceeds and by paying the Purchaser's Broker Fee in an amount up to 2.5% of such proceeds. Any delay in permitting the Debtors to close the Sale could jeopardize the Sale with the Purchaser and therefore would be detrimental to the Debtors, their creditors, and their estates. Accordingly, and to successfully implement the foregoing, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of any order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Woodbridge_Group_3237_Sales.pdf About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: Selling Sachs' Carbondale Properties for $300K ---------------------------------------------------------------- Woodbridge Group of Companies, LLC, and its affiliated debtors, ask the U.S. Bankruptcy Court for the District of Delaware to authorize their Contract to Buy and Sell Real Estate dated as of Dec. 19, 2018, with Re Development Corp., in connection with the sale of Debtor Sachs Bridge Investments, LLC's two parcels of real property located at (i) 416 Crystal Canyon Drive, Carbondale, Colorado, and (ii) 424 Crystal Canyon Drive, Carbondale, Colorado, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $300,000. A hearing on the Motion is set for Jan. 22, 2019 at 10:00 a.m. (ET). The objection deadline is Jan. 11, 2019 at 4:00 p.m. (ET). The Property consists of two vacant lots totaling approximately 0.43 acres situated in the River Valley Ranch community in Carbondale, Colorado. The Seller purchased the Real Property in July 2016 for $120,000 per lot (or $240,000 total for the two lots) as part of a bulk purchase of lots in the area with the intention of holding the lots for future sale as vacant lots or for future possible development. Ultimately, the Debtors determined that there would be no benefit to constructing a new home or homes on the Real Property given the existing inventory in the community. The Property was recently formally listed on the multiple-listing service as a two-lot package, and the lot located at 424 Crystal Canyon Drive was previously separately listed on the multiple-listing service for approximately 196 days. In addition, all the Debtors’ available lots for purchase in the Aspen Glen and River Valley Ranch areas (including the Property) have been marketed through announcements to the brokerage community and advertisements in various publications. The Purchaser's all cash offer under the Purchase Agreement is the highest and otherwise best offer (and the only offer) the Debtors have received for the Property. Accordingly, the Debtors determined that selling the Property to the Purchaser is the best way to maximize the value of the Property. OOn Dec. 20, 2018, the Purchaser made an all cash offer for the Property in the amount of $300,000. Also on Dec. 20, 2018, the Debtors made a counteroffer with respect to certain nonprice terms, which the Purchaser accepted. The Debtors believe that this all cash purchase price provides significant value, and accordingly, the Seller countersigned the final Purchase Agreement on Dec. 21, 2018. Under the Purchase Agreement, the Purchaser agreed to purchase the Property for $300,000, with an $20,000 initial cash deposit, and the balance of $280,000 to be paid in cash at closing. The deposit is being held by Land Title Guarantee Co. as the escrow agent. In connection with marketing the Property, the Debtors worked with Aspen Snowmass Sotheby's International Realty, a non-affiliated third-party brokerage company. The Broker Agreement provides Sotheby’s with the exclusive and irrevocable right to market the Property for a fee in the amount of 2.5% of the contractual sale price to the Seller's broker and a fee in the amount of 2.5% of the contractual sale price to the Purchaser's broker. The Purchase Agreement is signed by Laura Gee of Sotheby's as the Seller’s broker and by Scott Dillard of the Dillard Team at Integrated as the Purchaser's broker. In addition to the Broker Fees, the Seller must also satisfy certain required costs associated with the sale and transfer of title of the Property to comply with the Purchase Agreement. The Other Closing Costs include, but are not limited to, recording fees, title insurance policy costs, prorated property taxes, city and county transfer taxes, and other items noted on the title report for the Property. The Debtors also rely on outside vendors for escrow and title services in connection with property sales. In general, vendors are mutually agreed on by the applicable Debtors and a purchaser prior to the acceptance of an offer. Absent authority to pay Other Closing Costs, the Seller will be unable to close the Sale and receive Sale proceeds. If the Seller is unable to make these payments, the Purchaser may be entitled to rescind the Purchase Agreement or assert other remedies that could lead to additional and unnecessary claims. Accordingly, the Debtors ask the ability to pay Other Closing Costs in connection with the sale proceeds. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors ask that filing of a copy of an order granting the relief sought in Garfield County, Colorado may be relied upon by Fidelity National Title Insurance Co. to issue title insurance policies on the Property. They further ask authority to pay the Broker Fees out of the gross Sale proceeds by paying the Seller's Broker Fee in an amount up to 2.5% of such proceeds and by paying the Purchaser's Broker Fee in an amount up to 2.5% of such proceeds. Any delay in permitting the Debtors to close the Sale could jeopardize the Sale with the Purchaser and therefore would be detrimental to the Debtors, their creditors, and their estates. Accordingly, and to successfully implement the foregoing, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of any order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Woodbridge_Group_3247_Sales.pdf About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. X-TREME BULLETS: U.S. Gov't Seeks Ch. 11 Trustee Appointment ------------------------------------------------------------ The United States of America, on behalf of the Department of the Treasury Alcohol and Tobacco Tax and Trade Bureau, asks the U.S. Bankruptcy Court for the District of Nevada to appoint a Chapter 11 trustee for X-Treme Bullets, Inc. The jointly-administered Debtors in the case are Howell Munitions & Technology, Inc., Ammo Load Worldwide, Inc., Clearwater Bullet, Inc., Howell Machine, Inc., Freedom Munitions, LLC, Lewis-Clark Ammunition Components LLC, and Components Exchange, LLC. The Debtors were owned and managed by Mr. David Howell. Based on the request, the Debtors' current management has continued Howell’s pattern of running his companies at the expense of the United States Treasury. Prepetition, Howell organized his business on a consolidated basis and represented so to the Tobacco Tax and Trade Bureau when he filled out the collection statement. When Howell caused Debtors to file for bankruptcy protection but excluded Twin River and Big Canyon, he attempted to wall off Twin River’s excise tax liabilities from other assets. The Debtors have not disclosed Twin River’s and Big Canyon’s assets in this proceeding and have maintained the Twin River’s liabilities are not those of Debtors, thus continuing the charade. According to the United States, the Debtors, postpetition, have represented that Components Exchange is separate from the Consolidated Companies and based all their monthly reports on that division. However, on its postpetition excise tax returns Components Exchange reported sales of ammunition manufactured by the Consolidated Companies and sold by Consolidated Companies. Thus Debtors current management violated the requirements of the Internal Revenue Code, which specifies that the manufacturer of ammunition (shells and cartridges) file the required returns reporting the excise tax on the first sale of the ammunition. 26 U.S.C. Sec. 4181. Accordingly, the Debtors' current management has not fulfilled its duties under the Bankruptcy Code. Section 1106(a)(4) requires the trustee, as soon as practicable, to file a statement of the results of his or her investigation, setting forth any facts concerning fraud, dishonesty, incompetence, misconduct, mismanagement, or irregularity in the management of the affairs of the debtor or any cause of action available to the estate. In this case, the United States noted that there are abundant indicia of fraud, dishonesty, incompetence, misconduct, mismanagement, or irregularity in Howell's handling of Debtors' prepetition operations. Therefore, the United States submits that an appointment of an independent trustee is appropriate. About X-Treme Bullets X-Treme Bullets, Inc., and its subsidiaries are in the business of manufacturing and selling small arms ammunition components, assembling ammunition, custom building ammunition manufacturing equipment, and repairing and refurbishing existing ammunition manufacturing equipment. They sell ammunition from company-owned brands, which they manufacture in house, as well as ammunition from third-party brands, which they source as finished goods. They operate a production facility in Carson City, Nevada and operate four facilities in Idaho, including three production facilities and one distribution center. X-Treme Bullets and certain affiliates filed sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-50609) on June 8, 2018. In the petition signed by David Howell, president, the Debtor estimated assets and liabilities at $10 million to $50 million. The case is assigned to Judge Bruce T. Beesley. The Debtor tapped Harris Law Practice LLC as counsel, and Winthrop Couchot Golubow Hollander, LLP, as co-counsel. J. Michael Issa of GlassRatner Advisory & Capital Group, LLC, serves as chief restructuring officer. On July 23, 2018, the U.S. Trustee for Region 17 appointed an official committee of unsecured creditors in the case. The Committee retained Goldstein & McClintock LLLP as its counsel. YUMA ENERGY: Davis Petroleum & Evercore No Longer Own Common Stock ------------------------------------------------------------------ In a Schedule 13D/A filed with the Securities and Exchange Commission, Davis Petroleum Investments, LLC and Evercore Partners II LLC reported that as of Jan. 8, 2019, they have ceased to beneficially own shares of common stock of Yuma Energy, Inc. Since their Nov. 30, 2018 filing with the SEC, the reporting persons have disposed of all of the Common Stock owned by them. Accordingly, this will be the final Schedule 13D amendment filing until such time, if any, as the Reporting Persons exceed the 5% ownership threshold. Each Reporting Person may further change its plans and intentions at any time and from time to time. A full-text copy of the regulatory filing is available for free at: https://is.gd/ODB1EX About Yuma Energy Yuma Energy, Inc. -- http://www.yumaenergyinc.com/-- is an independent Houston-based exploration and production company focused on acquiring, developing and exploring for conventional and unconventional oil and natural gas resources. Historically, the Company's operations have focused on onshore properties located in central and southern Louisiana and southeastern Texas where it has a long history of drilling, developing and producing both oil and natural gas assets. More recently, the Company has begun acquiring acreage in Yoakum County, Texas, with plans to explore and develop oil and natural gas assets in the Permian Basin. The Company has operated positions in Kern County, California, and non-operated positions in the East Texas Woodbine and the Bakken Shale in North Dakota. Its common stock is listed on the NYSE American under the trading symbol "YUMA." Yuma incurred a net loss attributable to common stockholders of $6.80 million in 2017 following a net loss attributable to common stockholders of $42.65 million in 2016. As of Sept. 30, 2018, the Company had $83.34 million in total assets, $47.58 million in total current liabilities, $11.31 million in total other non-current liabilities, and $24.44 million in total equity. Liquidity and Capital Resources The Company's primary and potential sources of liquidity include cash on hand, cash from operating activities, borrowings under its revolving credit facility, proceeds from the sales of assets, and potential proceeds from capital market transactions, including the sale of debt and equity securities. The Company's cash flows from operating activities are subject to significant volatility due to changes in commodity prices, as well as variations in its production. The Company is subject to a number of factors that are beyond its control, including commodity prices, its bank's determination of its borrowing base, production declines, and other factors that could affect its liquidity and ability to continue as a going concern. As of Sept. 30, 2018, the credit facility had a borrowing base of $35.0 million. On Oct. 9, 2018, the Company received a notice and reservation of rights from the administrative agent under its Credit Agreement advising that an event of default has occurred and continues to exist by reason of the Company's noncompliance with the liquidity covenant requiring it to maintain cash and cash equivalents and borrowing base availability of at least $4.0 million. As a result of the default, the lenders may accelerate the outstanding balance under the Credit Agreement, increase the applicable interest rate by 2.0% per annum or commence foreclosure on the collateral securing the loans. As of Nov. 14, 2018, the lenders have not accelerated the outstanding amount due and payable on the loans, increased the applicable interest rate or commenced foreclosure proceedings, but they may exercise one or more of these remedies in the future. The Company intends to commence discussions with the lenders under the Credit Agreement concerning a forbearance agreement or waiver of the event of default; however, there can be no assurance that the Company and the lenders will come to any agreement regarding a forbearance or waiver of the event of default. The Company initiated several strategic alternatives to mitigate our limited liquidity, its financial covenant compliance issues, and to provide it with additional working capital to develop its existing assets. During the second quarter of 2018, the Company agreed to sell its Kern County, California properties for $4.7 million in gross proceeds and the buyer's assumption of certain plugging and abandonment liabilities of approximately $864,000, and received a non-refundable deposit of $275,000. The sale did not close as scheduled, and the buyer forfeited the deposit. The Company currently anticipates that it will close the sale with the same buyer in the fourth quarter of 2018 on re-negotiated terms. Upon closing, the Company anticipates that the majority of the proceeds will be applied to the repayment of borrowings under the credit facility; however, there can be no assurance that the transaction will close. On Aug. 20, 2018, the Company sold its 3.1% leasehold interest consisting of 9.8 net acres in one section in Eddy County, New Mexico for $127,400. On Oct. 23, 2018, the Company sold substantially all of its Bakken assets in North Dakota for approximately $1.16 million in gross proceeds and the buyer's assumption of certain plugging and abandonment liabilities of approximately $15,200. The Bakken assets represent approximately 12 barrels of oil equivalent per day of its production in the third quarter. On Oct. 24, 2018, the Company sold certain deep rights in undeveloped acreage located in Grady County, Oklahoma for approximately $120,000. Proceeds of $1.0 million from these non-core asset sales were applied to the repayment of borrowings under the credit facility in October 2018, bringing the current outstanding balance and borrowing base under the credit facility to $34.0 million, with the balance of the proceeds used for working capital purposes. In addition, the Company has reduced its personnel by nine employees since Dec. 31, 2017, a 26% decrease. This brings the Company's headcount to 25 employees as of Sept. 30, 2018. The Company have taken additional steps to further reduce its general and administrative costs by reducing subscriptions, consultants and other non-essential services, as well as eliminating certain of its capital expenditures planned for 2018. On Oct. 22, 2018, the Company retained Seaport Global Securities LLC as its exclusive financial advisor and investment banker in connection with identifying and potentially implementing various strategic alternatives to improve its liquidity issues and the possible disposition, acquisition or merger of the Company or its assets. "We plan to take further steps to mitigate our limited liquidity, which may include, but are not limited to, further reducing or eliminating capital expenditures; selling additional assets; further reducing general and administrative expenses; seeking merger and acquisition related opportunities; and potentially raising proceeds from capital markets transactions, including the sale of debt or equity securities. There can be no assurance that the exploration of strategic alternatives will result in a transaction or otherwise improve our limited liquidity," the Company stated in its Quarterly Report for the period ended Sept. 30, 2018. ZAKINTOS & PLATANOS: Case Summary & 2 Unsecured Creditors --------------------------------------------------------- Debtor: Zakintos & Platanos Cab, Corp. 59-47 160th Street Fresh Meadows, NY 11365 Business Description: Zakintos & Platanos Cab, Corp. is privately held company in the taxi and limousine service industry. Chapter 11 Petition Date: January 10, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 19-40195 Judge: Hon. Carla E. Craig Debtor's Counsel: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 3099 Coney Island Avenue, 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 E-mail: alla@kachanlaw.com Total Assets: $400,138 Total Liabilities: $3,342,022 The petition was signed by Anastasios A. Stithos, president. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb19-40195.pdf [^] BOND PRICING: For the Week from January 7 to 11, 2019 --------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Acosta Inc ACOSTA 7.750 19.303 10/1/2022 Acosta Inc ACOSTA 7.750 19.514 10/1/2022 Ally Financial Inc ALLY 3.550 100.000 1/15/2019 Ally Financial Inc ALLY 3.500 100.000 1/15/2019 Ally Financial Inc ALLY 3.600 100.000 1/15/2019 Alpha Appalachia Holdings LLC ANR 3.250 2.048 8/1/2015 American Tire Distributors Inc ATD 10.250 15.750 3/1/2022 American Tire Distributors Inc ATD 10.250 15.273 3/1/2022 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 7.500 6/15/2021 Cenveo Corp CVO 6.000 25.856 8/1/2019 Cenveo Corp CVO 8.500 1.281 9/15/2022 Cenveo Corp CVO 6.000 25.856 8/1/2019 Cenveo Corp CVO 8.500 1.281 9/15/2022 Cenveo Corp CVO 6.000 0.894 5/15/2024 Chesapeake Energy Corp CHK 2.250 96.500 12/15/2038 Chukchansi Economic Development Authority CHUKCH 9.750 59.696 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 60.112 5/30/2020 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 12.000 56.178 11/1/2021 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 6.375 16.082 3/15/2024 DBP Holding Corp DBPHLD 7.750 39.155 10/15/2020 DBP Holding Corp DBPHLD 7.750 39.155 10/15/2020 DFC Finance Corp DLLR 10.500 64.965 6/15/2020 DFC Finance Corp DLLR 10.500 64.965 6/15/2020 Duke Energy Progress LLC DUK 5.300 99.943 1/15/2019 EXCO Resources Inc XCOO 7.500 19.675 9/15/2018 EXCO Resources Inc XCOO 8.500 22.000 4/15/2022 Egalet Corp EGLT 5.500 10.000 4/1/2020 Emergent Capital Inc EMGC 8.500 95.331 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 38.750 10/15/2019 Federal Home Loan Banks FHLB 3.150 99.692 5/2/2023 Federal Home Loan Banks FHLB 3.250 99.117 5/23/2023 Federal Home Loan Banks FHLB 3.180 99.691 6/12/2023 Federal Home Loan Banks FHLB 3.250 99.702 7/26/2023 Federal Home Loan Mortgage Corp FHLMC 3.630 99.789 8/15/2025 Federal National Mortgage Association FNMA 3.750 99.426 1/14/2019 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GenOn Energy Inc GENONE 9.875 66.750 10/15/2020 General Motors Financial Co Inc GM 3.100 99.963 1/15/2019 Hexion Inc HXN 13.750 49.987 2/1/2022 Hexion Inc HXN 9.200 60.000 3/15/2021 Hexion Inc HXN 13.750 49.420 2/1/2022 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Hornbeck Offshore Services Inc HOS 5.875 60.490 4/1/2020 Hornbeck Offshore Services Inc HOS 5.000 52.674 3/1/2021 Jones Energy Holdings LLC / Jones Energy Finance Corp JONE 6.750 15.037 4/1/2022 Jones Energy Holdings LLC / Jones Energy Finance Corp JONE 9.250 19.794 3/15/2023 LBI Media Inc LBIMED 11.500 17.750 4/15/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 58.269 12/1/2020 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 MF Global Holdings Ltd MF 9.000 14.250 6/20/2038 MF Global Holdings Ltd MF 6.250 14.279 8/8/2016 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 15.500 7/1/2026 Metropolitan Edison Co FE 7.700 99.468 1/15/2019 Monitronics International Inc MONINT 9.125 26.376 4/1/2020 Murray Energy Corp MURREN 11.250 60.601 4/15/2021 Murray Energy Corp MURREN 11.250 60.997 4/15/2021 Murray Energy Corp MURREN 9.500 60.750 12/5/2020 Murray Energy Corp MURREN 9.500 60.750 12/5/2020 Neiman Marcus Group Ltd LLC NMG 8.000 42.681 10/15/2021 Neiman Marcus Group Ltd LLC NMG 8.000 43.218 10/15/2021 OMX Timber Finance Investments II LLC OMX 5.540 3.174 1/29/2020 Oklahoma Gas & Electric Co OGE 8.250 99.115 1/15/2019 Oldapco Inc APPPAP 9.000 1.719 6/1/2020 Orexigen Therapeutics Inc OREXQ 2.750 0.250 12/1/2020 PHI Inc PHII 5.250 69.777 3/15/2019 PaperWorks Industries Inc PAPWRK 9.500 53.858 8/15/2019 PaperWorks Industries Inc PAPWRK 9.500 53.858 8/15/2019 Parker Drilling Co PKD 7.500 63.000 8/1/2020 Pernix Therapeutics Holdings Inc PTX 4.250 0.750 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 0.413 4/1/2021 PetroQuest Energy Inc PQUE 10.000 28.000 2/15/2021 PetroQuest Energy Inc PQUE 10.000 29.625 2/15/2021 PetroQuest Energy Inc PQUE 10.000 29.625 2/15/2021 Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024 Prospect Capital Corp PSEC 4.750 100.000 7/15/2020 RELX Capital Inc RELLN 8.625 99.717 1/15/2019 Renco Metals Inc RENCO 11.500 29.000 7/1/2003 Rolta LLC RLTAIN 10.750 11.055 5/16/2018 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 28.201 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 28.561 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 9.082 36.250 8/1/2019 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 26.714 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 9.082 36.000 8/1/2019 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 29.542 11/1/2021 Sanchez Energy Corp SN 6.125 22.249 1/15/2023 Sanchez Energy Corp SN 7.750 27.607 6/15/2021 SandRidge Energy Inc SD 7.500 0.868 2/15/2023 Sears Holdings Corp SHLD 8.000 6.500 12/15/2019 Sears Holdings Corp SHLD 6.625 18.339 10/15/2018 Sears Holdings Corp SHLD 6.625 25.000 10/15/2018 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 19.375 7/1/2019 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 19.375 7/1/2019 Sungard Availability Services Capital Inc SUNASC 8.750 20.000 4/1/2022 Sungard Availability Services Capital Inc SUNASC 8.750 19.970 4/1/2022 Synchrony Financial SYF 2.600 99.977 1/15/2019 Synergy Pharmaceuticals Inc SGYP 7.500 53.250 11/1/2019 Syniverse Holdings Inc SVR 9.125 98.952 1/15/2019 TRU Taj LLC / TRU Taj Finance Inc TOY 12.000 57.250 8/15/2021 TRU Taj LLC / TRU Taj Finance Inc TOY 12.000 56.000 8/15/2021 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 0.690 10/1/2020 Toys R Us - Delaware Inc TOY 8.750 3.000 9/1/2021 Toys R Us Inc TOY 7.375 3.000 10/15/2018 Transworld Systems Inc TSIACQ 9.500 25.854 8/15/2021 Transworld Systems Inc TSIACQ 9.500 25.854 8/15/2021 Tunica-Biloxi Gaming Authority PAGON 3.780 26.819 6/15/2020 Ultra Resources Inc UPL 6.875 35.508 4/15/2022 Ultra Resources Inc UPL 7.125 28.744 4/15/2025 Ultra Resources Inc UPL 6.875 36.868 4/15/2022 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Washington Mutual Bank / Debt not acquired by JPMorgan WAMU 5.550 0.608 6/16/2010 Westmoreland Coal Co WLBA 8.750 39.375 1/1/2022 Westmoreland Coal Co WLBA 8.750 38.802 1/1/2022 iHeartCommunications Inc IHRT 9.000 69.500 12/15/2019 iHeartCommunications Inc IHRT 14.000 12.375 2/1/2021 iHeartCommunications Inc IHRT 7.250 22.000 10/15/2027 iHeartCommunications Inc IHRT 9.000 69.059 12/15/2019 iHeartCommunications Inc IHRT 14.000 12.115 2/1/2021 iHeartCommunications Inc IHRT 9.000 69.059 12/15/2019 iHeartCommunications Inc IHRT 14.000 12.115 2/1/2021 iHeartCommunications Inc IHRT 9.000 69.059 12/15/2019 rue21 inc RUE 9.000 1.373 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly 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