/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190125.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, January 25, 2019, Vol. 23, No. 24 Headlines ADVANCE LAWN: Feb. 26 Plan Confirmation Hearing AFC TRIDENT: Case Summary & 20 Largest Unsecured Creditors AGILE THERAPEUTICS: Signs $10 Million Stock Sale Agreement AMERICAN FUEL: SSG Acted as Investment Baker on Asset Sale ANIMIS FOUNDATION: Seeks to Hire Keller Williams as Broker AREABEATS PROPERTIES: Unsecureds to Get 100% of Allowed Claims ARGOS THERAPEUTICS: Sells Assets to SCM Lifescience for $11.3MM BEACON ROOFING: S&P Affirms BB- Issuer Credit Rating, Outlook Neg. BEEBE RIVER: Taps AR Bonin as Real Estate Agent CALCEUS ACQUISITION: Moody's Hikes CFR to B2, Outlook Stable CALPINE CONSTRUCTION: Moody's Affirms Ba3 CFR, Outlook Negative CARE PRODUCTS: Case Summary & 20 Largest Unsecured Creditors CARPENTER'S ROOFING: Taps Kelley & Fulton as Legal Counsel CARROLL COUNTY: Moody's Rates $530MM Sec. Credit Facilities Ba2 CHECKOUT HOLDING: Gets Final OK on $275M Bankr. Financing CJA ENERGY: Unsecured Creditors to Get 35% Under Plan CLAREMONT GRADUATE: Moody's Cuts $60MM Unsec. Bonds Rating to Ba1 CLYDE EVANS: Seeks to Hire Sielschott Walsh as Accountant COOL HOLDINGS: Receives Noncompliance Notices from Nasdaq CYTOSORBENTS CORP: Expands Partnership with Fresenius Medical DESERT LAND: Taps Valuation Consultants as Appraiser DITECH HOLDING: In Talks for Pre-Arranged Chapter 11 Plan DPW HOLDINGS: Signs Exchange Agreement with Investor DYNAMIC MRI: Feb. 12 Plan Confirmation Hearing EDGEWATER GENERATION: S&P Rates $1.025MM Term Loan B Due 2025 'BB' EEI ACQUISITION: Plan Confirmation Hearing Scheduled for Feb. 12 EXGEN RENEWABLES IV: S&P Lowers ICR to 'B', On Watch Negative FLEXERA SOFTWARE: Moody's Affirms B3 CFR & Alters Outlook to Stable GASTAR EXPLORATION: Emerges From Bankruptcy GREEN PHARMACEUTICALS: Seeks to Hire Howard Fox as Accountant HEART OF FLORIDA: Seeks to Hire Buddy D. Ford as Legal Counsel HILL ENTERPRISES: U.S. Trustee Unable to Appoint Committee HOSNER HOLDINGS: Taps Belger & Associates as Accountant INSCOPE INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors KADMON HOLDINGS: Appoints Former Ipsen CEO to Board of Directors KENNY STRANGE: Case Summary & 20 Largest Unsecured Creditors L REIT LTD: U.S. Trustee Unable to Appoint Committee LA STEEL SERVICES: Seeks to Hire Aldrich to Provide Tax Services LAMAR MEDIA: Moody's Rates Proposed $250MM Sr. Notes Due 2026 Ba2 LAMAR MEDIA: S&P Cuts Rating on $535MM Subordinated Debt to 'B+' LBI MEDIA: Willkie Farr, Morris Nichols Represent Noteholders LONG BLOCKCHAIN: Signs LOI Relating to the Sale of Tea Business NEOVASC INC: Edwards Patent Suit Will be Dismissed NEOVASC INC: JACC Publishes Article on Impact of Reducer NEW ENGLAND HOMECRAFTERS: Case Summary & Top Unsecured Creditors NIVOL BREWERY: U.S. Trustee Unable to Appoint Committee NORTH CAROLINA TOBACCO: Machines & Support Equipment Up for Auction ORION HEALTHCORP: Feb. 5 Plan Confirmation Hearing OXFORD ASSOCIATES: Feb. 14 Hearing on Hudson-Proposed Plan PEOPLE TELEVISION: Seeks to Hire Landrau Rivera as Legal Counsel PERSONAL AUTOMOTIVE: Taps Efficiency Counts as Accountant PG&E CORP: BlueMountain Seeks to Oust Board PG&E CORP: O'Melveny & Myers Notes of Legal, Regulatory Issues PG&E CORP: Remains Committed to Providing Service to Customers PIONEER ENERGY: S&P Lowers ICR to 'CCC+' Due to Refinancing Risk PRINCETON ALTERNATIVE: Trustee Taps McGlinchey as Special Counsel R.J. REAL ESTATE: Feb. 21 Plan Confirmation Hearing REALTY CAPITAL: Case Summary & Unsecured Creditor RIVARD COMPANIES: Committee Taps Extrapreneur as Business Broker RIVARD COMPANIES: Committee Taps Thomas F. Miller as Counsel RIVERWALK COMMONS: Seeks to Hire Broege Neumann as Counsel RK & GROUP: Seeks to Hire Onyx Tax as Accountant RXSPORT CORP: Seeks to Hire Smith Kane Holman as Legal Counsel S.I.D. NO. 240: Pebblebrooke SID Files Chapter 9 Petition and Plan SAM KANE: Sent by Receiver to Chapter 11 Bankruptcy SANITARY AND IMPROVEMENT: Chapter 9 Voluntary Case Summary SENIOR CARE: Committee Taps FTI Consulting as Financial Advisor SHARING ECONOMY: Cancels Four Proposed Acquisitions SHARING ECONOMY: SEIL Cancels Agreement with Gagfare Shareholder SHELLEY RIYA: Seeks to Hire Kumar Prabhu as Legal Counsel SMM INC: Seeks to Hire Linda Miller as Accountant ST. JOHN PENTECOSTAL: Voluntary Chapter 11 Case Summary TENET HEALTHCARE: Fitch Rates $1.5BB Secured 2nd Lien Notes 'B' THINGS REMEMBERED: Reportedly Filing for Chapter 11, Closing Stores THURSTON MANUFACTURING: Case Summary & 20 Top Unsecured Creditors TRANSOCEAN POSEIDON: Moody's Affirms B3 CFR, Outlook Negative TRANSOCEAN POSEIDON: S&P Rates New $550MM Secured Notes B+ UCOAT IT: Seeks to Hire Darnell as Legal Counsel UW OSHKOSH FOUNDATION: Seeks to Hire Davis & Kuelthau as Counsel VANS LAUNDROMATS: Seeks to Hire Lee Wang as Accountant VERRI CHIROPRACTIC: Seeks to Hire Mary Sheats as Attorney VISTRA OPERATIONS: Fitch Rates $1.3BB Unsec. Notes Due 2027 BB VISTRA OPERATIONS: S&P Rates $1.3BB Sr. Unsec. Notes Due 2027 'BB' VIVID SERVICE: Court Confirms Ch. 11 Plan, Approves Disclosures WESTMORELAND COAL: Names Pre-Bankr. Lenders as Successful Bidder WILBANKS ASSOCIATES: Taps Hartzog and Swordsma as Accountant YODER & YODER: April 17 Plan Confirmation Hearing [*] 5th Circuit Blocks Fraudulent Transferee's Good Faith Defense [*] Otterbourg P.C. Announces Promotions of Four Attorneys ********* ADVANCE LAWN: Feb. 26 Plan Confirmation Hearing ----------------------------------------------- The disclosure statement explaining Advance Lawn & Landscape, Inc.'s first amended Chapter 11 Plan is conditionally approved. February 26, 2019, 10:30 AM is set for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan, which will be held at Donald Stuart Russell Federal Courthouse, 201 Magnolia Street, Spartanburg, South Carolina. February 19, 2019 is set as the last day for filing written acceptances or rejections of the plan. February 19, 2019 is set as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. The Debtor disclosed the identity and fair market value of the estate's assets, as of November 30, 2018, and amend the treatment of South Carolina Department of Revenue's priority tax claim. The identity and fair market value of the estate's assets, as of November 30, 2018, are as follows: Cash & deposit accounts $11,985.62 Accounts receivable $79,339.09 Inventory $1,500.00 Office furniture & equipment $675.00 Vehicles $230,465.00 Trailers $19,350.00 Machinery & equipment $85,345.95 Total $428,660.66 The estimated amount owed by the Debtor to the DOR is $6,903.28 for 2017 taxes. The DOR will be paid $143.82 monthly until the 48th month following confirmation at 0% interest rate for a total payout amount of $6,903.28. A full-text copy of the Disclosure Statement dated January 3, 2019, is available at https://tinyurl.com/ycve779h from PacerMonitor.com at no charge. About Advance Lawn & Landscape Founded in 1999, Advance Lawn & Landscape Inc. -- http://advancelawninc.com-- is a landscaping company located in Spartanburg, South Carolina. Advance Lawn & Landscape sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case No. 18-00122) on Jan. 11, 2018. Christopher Baragar, president, signed the petition. At the time of the filing, the Debtor disclosed $422,080 in assets and $1.41 million in liabilities. Judge Helen E. Burris presides over the case. The Debtor hired Skinner Law Firm, LLC as its bankruptcy counsel and Kinard-Barath Tax Group, LLC as its accountant. AFC TRIDENT: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: AFC Trident, a California corporation dba Trident Case 14726 Ramona Avenue, Suite 203 Chino, CA 91710 Business Description: Based in Southern California and founded in 2010, Trident Case is a family-owned company that creates cases for the ever-expanding mobile device market. Trident Case has its own manufacturing facility and in-house design team focused on creative innovation with a determination to offer revolutionary designs. The Company offers seven different product series that support a broad range of mobile devices from manufacturers including, but not limited to Apple, Samsung, HTC, Motorola, LG, Nokia, Sony, Vizio, and Asus. Visit http://www.tridentcase.comfor more information. Chapter 11 Petition Date: January 23, 2019 Court: United States Bankruptcy Court Central District of California (Riverside) Case No.: 19-10565 Judge: Hon. Scott H. Yun Debtor's Counsel: Michael A. Cisneros, Esq. MICHAEL A CISNEROS, ATTORNEY AT LAW 50 West Lemon Ave Ste 12 Monrovia, CA 91016 Tel: 626-359-3692 Fax: 626-359-3728 E-mail: mcisneros@mac.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Hong Lip Yow, 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/cacb19-10565.pdf AGILE THERAPEUTICS: Signs $10 Million Stock Sale Agreement ---------------------------------------------------------- Agile Therapeutics, Inc., has entered into a Common Stock Sales Agreement with H.C. Wainwright & Co., LLC with respect to an at the market offering program, under which the Company may, from time to time in its sole discretion, issue and sell through or to Wainwright, acting as agent or principal, up to $10.0 million of shares of the Company's common stock, par value $0.0001 per share. The issuance and sale, if any, of the Placement Shares by the Company under the Sales Agreement will be made pursuant to a prospectus supplement to the Company's registration statement on Form S-3, originally filed with the Securities and Exchange Commission on Nov. 2, 2018, and declared effective by the SEC on Nov. 14, 2018. Pursuant to the Sales Agreement, Wainwright may sell the Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act of 1933, as amended. Wainwright will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Placement Shares from time to time, based upon instructions from the Company (including any price or size limits or other customary parameters or conditions the Company may impose). The Company will pay Wainwright a commission of 3.0% of the gross sales proceeds of any Placement Shares sold through Wainwright, acting as agent, under the Sales Agreement. In addition, pursuant to the terms of the Sales Agreement, the Company has agreed to reimburse Wainwright for the documented fees and costs of its legal counsel reasonably incurred in connection with (i) entering into the transactions contemplated by the Sales Agreement in an amount not to exceed $50,000 in the aggregate and (ii) Wainwright's ongoing diligence, drafting and other filing requirements arising from the transactions contemplated by the Sales Agreement in an amount not to exceed $2,500 in the aggregate per calendar quarter. The Company is not obligated to make any sales of Placement Shares under the Sales Agreement. The offering of Placement Shares pursuant to the Sales Agreement will terminate upon the earlier to occur of (i) the issuance and sale, through Wainwright, of all Placement Shares subject to the Sales Agreement and (ii) termination of the Sales Agreement in accordance with its terms. The Sales Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify Wainwright against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. About Agile Therapeutics Agile Therapeutics, headquartered in Princeton, New Jersey -- http://www.agiletherapeutics.com/-- is a forward-thinking women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its lead product candidate, Twirla, (ethinyl estradiol and levonorgestrel transdermal system), also known as AG200-15, is a once-weekly prescription contraceptive patch that has completed Phase 3 trials. Twirla is based on Agile's proprietary transdermal patch technology, called Skinfusion, which is designed to provide advantages over currently available patches and is intended to optimize patch adhesion and patient wearability. The report from the Company's independent accounting firm Ernst & Young LLP, the Company's auditor since 2010, 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, has experienced delays in the approval of its product candidate and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Agile reported a net loss of $28.30 million in 2017, a net loss of $28.74 million in 2016 and a net loss of $30.33 million in 2015. As of Sept. 30, 2018, Agile Therapeutics had $31.59 million in total assets, $8.41 million in total current liabilities and $23.18 million in total stockholders' equity. AMERICAN FUEL: SSG Acted as Investment Baker on Asset Sale ---------------------------------------------------------- SSG Capital Advisors, LLC ("SSG") acted as the exclusive investment banker to American Fuel Cell and Coated Fabrics Company on its sale of substantially all of its assets to an affiliate of LB Advisors, LLC ("LB") and Playa Capital Partners, LLC ("Playa"). The sale was effectuated through a Chapter 11 363 process in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division. The transaction closed in November 2018. Amfuel, based in Magnolia, Arkansas, manufactures self-sealing, crash resistant aviation fuel cells and liquid logistic tank solutions. As one of two qualified aviation fuel cell manufacturers for U.S. Department of Defense aircraft, Amfuel maintains a significant competitive advantage over its smaller domestic competition. The Company utilizes complex, proprietary tooling and manufacturing processes to produce collapsible, flexible, rubberized fuel storage bladders that are crash resistant and provide ballistic protection qualities for military, commercial and general aviation aircraft (fixed-wing and rotary). In addition, Amfuel manufactures non-aviation, commercial liquid, multi-use storage containers that are designed for large volume and multi-use liquid transport of industrial chemicals, potable water, sewage or ground fuel storage. As a result of a relocation to and then from Texas, between 2016 and early 2018, Amfuel's operations, liquidity and financial performance were adversely impacted. This precipitated the need for Amfuel to seek a restructuring of its finances and explore strategic alternatives. Ultimately, Amfuel filed for Chapter 11 bankruptcy protection in November 2017. SSG was retained by Amfuel in early 2018 to explore strategic alternatives, including a sale of its assets. SSG conducted a comprehensive marketing process, contacting investors, domestic and international private equity firms and potential strategic acquirers in order to generate the best outcome for the Company's stakeholders. Ultimately, a sale to an affiliate of LB and Playa was determined to be the best alternative for Amfuel. LB Advisors, LLC is a Los Angeles based private equity firm that invests in recapitalizations, special situations and acquisitions of small and middle-market companies. LB and Playa target investments are companies which are experiencing financial distress, undergoing or in need of an operational turnaround, and/or are misunderstood or undervalued by their stakeholders or the markets. Other professionals who worked on the transaction include: * Matthias Kleinsasser and J. Robert Forshey of Forshey Prostok LLP, counsel to American Fuel Cell and Coated Fabrics Company; and * Joshua N. Eppich of Bonds Ellis Eppich Schafer Jones LLP, counsel to LB Advisors, LLC. About SSG Capital Advisors SSG Capital Advisors, LLC, is an independent boutique investment bank that assists middle-market companies and their stakeholders in completing special situation transactions. It provides its clients with comprehensive investment banking services in the areas of mergers and acquisitions, private placements, financial restructurings, valuations, litigation and strategic advisory. SSG has a proven track record of closing over 350 transactions in North America and Europe and is a leader in the industry. Securities are offered through SSG Capital Advisors, LLC (Member SIPC, Member FINRA). All other transactions are effectuated through SSG Advisors, LLC, both of which are wholly owned by SSG Holdings, LLC. SSG is a registered trademark for SSG Capital Advisors, LLC and SSG Advisors, LLC. About American Fuel Cell Based in Wichita Falls, Texas, American Fuel Cell and Coated Fabrics Company -- http://amfuel.com/-- is engaged in the manufacturing of rubber products supplying fuel cells and flexible liquid storage equipment for the defense and commercial industries. In 1917, American Fuel Cells and Coated Fabrics Company, formerly known as Firestone Tire & Rubber Company, began as a supplier of fuel cells to the U.S. Signal Corp. for aviation needs. American Fuel Cell and Coated Fabrics Company filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-44766) on Nov. 26, 2017. In the petition signed by CEO and President Leonard J. Annaloro, the Debtor estimated assets and estimated liabilities at $1 million to $10 million each. The case is assigned to Judge Mark X. Mullin. Robert J. Forshey, Esq., and Matthias Kleinsasser, Esq., at Forshey & Prostok LLP, serve as counsel to the Debtor. SSG Advisors, LLC, is the Debtor's investment banker. ANIMIS FOUNDATION: Seeks to Hire Keller Williams as Broker ---------------------------------------------------------- Animis Foundation Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire a real estate broker. The Debtor proposes to employ Keller Williams Cornerstone Realty and the firm's real estate agent Gary Achtenhagen in connection with the sale of its real property in Ocala, Florida. Keller Williams will get a commission of 6%. Mr. Achtenhagen and his firm neither hold nor represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. Keller Williams can be reached through: Gary Achtenhagen Keller Williams Cornerstone Realty 1918 SE 17th Street Ocala, FL 34471 About Animis Foundation Based in Sarasota, Florida, Animis Foundation, Inc. filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 18-09515) on Nov. 2, 2018, with estimated assets and liabilities at $1 million to $10 million respectively. The petition was signed by Christiaan Walhof, president. The Debtor tapped Benjamin G. Martin, Esq., as its legal counsel. AREABEATS PROPERTIES: Unsecureds to Get 100% of Allowed Claims -------------------------------------------------------------- AreaBeats Properties, LLC, filed a combined plan of reorganization and disclosure statement dated Jan. 15, 2018. Allowed claims of general unsecured creditors [not treated as small claims] (including allowed claims of creditors whose executory contracts or unexpired leases are being rejected under this Plan) will be paid as follows: Creditors will receive 100% of their allowed claim in one installment, due on the 30th day of the month, starting no later than March 31, 2020. If the Plan is confirmed, the payments promised in the Plan constitute new contractual obligations that replace the Debtor's pre-confirmation debts. Creditors may not seize their collateral or enforce their pre-confirmation debts so long as Debtor performs all obligations under the Plan. If Debtor defaults in performing Plan obligations, any creditor can file a motion to have the case dismissed or converted to a Chapter 7 liquidation, or enforce their non-bankruptcy rights. Debtor will be discharged from all pre-confirmation debts (with certain exceptions) if Debtor makes all Plan payments. A copy of the Combined Plan and Disclosure Statement is available at: http://bankrupt.com/misc/canb18-31137-37.pdf About AreaBeats Properties AreaBeats Properties, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-31137) on Oct. 18, 2018. It filed as a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). In the petition signed by Laura van Galen, manager, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Hannah L. Blumenstiel presides over the case. The Debtor tapped the Law Office of Steven M. Olson as its legal counsel. ARGOS THERAPEUTICS: Sells Assets to SCM Lifescience for $11.3MM --------------------------------------------------------------- BankruptcyData.com reported that Argos Therapeutics Inc. has received Bankruptcy Court approval for (i) an asset purchase agreement (the "SCM APA") between (a) the Debtors and (b) SCM Lifescience Co., LTD. and Genexine,Inc., (collectively, the "Buyers") and (ii) the sale of the Debtors' assets to the Buyers for a purchase price of $11.3 million. The aggregate consideration (the "Purchase Price") to be paid by the Buyers for substantially all of the Debtors' assets is $11.3 million, which is comprised of (i) $9.7 million in cash, (ii) the payment of certain de minimis cure costs, (iii) the assumption of $1.4 million in assumed liabilities and (iv) $150,000 in cash to be used to pay certain fees to the Debtors' stalking horse bidder, Cellscript LLC ("Cellscript"). The result is on its face a win for the Debtors and their creditors (the Debtors' Petition had listed estimated assets of $10.9mn and estimated liabilities of $23.5mn) as the Purchase Price is considerably in excess of Cellscript's initial $3.8mn stalking horse bid. The Debtors' notification of auction results stated, "At the Auction, SCM Lifescience Co., LTD. and Genexine,Inc., (collectively, the 'Successful Bidder') submitted the highest and best bid for the Debtor's assets (the 'Successful Bid') pursuant to the applicable asset purchase agreement. Also at the Auction, Cellscript, LLC was selected as the Back-Up Bidder on the terms set forth in the Back-Up Bid (including, specifically, that the Back-Up Bidder may at its election and at its sole discretion decline to close the transactions described in the Back-Up Bid)." About Argos Therapeutics Argos Therapeutics, Inc., was incorporated in the State of Delaware on May 8, 1997. The Company is an immuno-oncology company focused on the development and commercialization of individualized immunotherapies for the treatment of cancer and infectious diseases based on its proprietary precision immunotherapy technology platform called Arcelis. Argos Therapeutics filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-12714) on Nov. 30, 2018. The Debtor estimated $1 million to $10 million in assets and $10,000,001 to $50 million in liabilities. Judge Kevin J. Carey presides over the case. Matthew B. McGuire at Landis Rath & Cobb LLP represents the Debtor as counsel. No official committee of unsecured creditors has been appointed in the case. BEACON ROOFING: S&P Affirms BB- Issuer Credit Rating, Outlook Neg. ------------------------------------------------------------------ S&P Global Ratings affirms the 'BB-' issuer credit rating on Beacon Roofing Supply Inc., its 'BB+' issue-level rating on Beacon's $970 million senior secured term loan due 2025, and its 'B+' issue-level rating on the company's combined $1.6 billion of senior unsecured notes due 2023 and 2025. The 'BB-' rating and negative outlook reflect S&P's view that the company's leverage remains high for the rating and that the rating could be lowered if not improved by mid-2019. The negative outlook reflects Beacon's elevated leverage of 6.7x as of fiscal year-end Sept. 30, 2018, which is partly transitional until the company completes a full year of owning Allied Building Products, which it acquired January 2, 2018. S&P believes repair and remodeling spending will continue to increase in the mid-single-digit percentage range and improve Beacon's EBITDA generation and subsequent leverage with debt reduction and earnings accretion lowering leverage toward 5x by year end 2019. That said, the company's deleveraging could be affected by unpredictable storm volume and cyclical end market demand. S&P said, "We could lower the rating on Beacon if S&P Global Ratings' adjusted leverage ratio does not improve to less than 5x in fiscal 2019. While we maintain a favorable outlook for roofing spending over the next 12 months, the combination of a stalled U.S. housing recovery or reversal and lack of storm activity and roof replacements could depress earnings over the next year, stagnating leverage metrics. A more likely scenario could be unexpected disruptions integrating acquisitions that increases operational costs and EBITDA 5%-10% below our forecast, keeping leverage above 5x. "We could revise the outlook on Beacon to stable over the next 12 months if adjusted debt to EBITDA were to drop comfortably below 5x. This could occur with better than expected pricing power or demand, perhaps stemming from higher replacement demand during this year's hurricane season." BEEBE RIVER: Taps AR Bonin as Real Estate Agent ----------------------------------------------- Beebe River Business Park, LLC received approval from the U.S. Bankruptcy Court for the District of New Hampshire to hire AR Bonin Companies, LLC as its real estate agent. AR Bonin Companies will assist the Debtor in the sale of its real estate located in Campton, New Hampshire. The firm will get a commission of 5%. Art Bonin, the real estate agent employed with AR Bonin Companies who will be providing the services, does not represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Art Bonin AR Bonin Companies, LLC P.O. Box 775 Hampstead, NH 03841 About Beebe River Business Park Based in Campton, New Hampshire, Beebe River Business Park, LLC filed a voluntary Chapter 11 petition (Bankr. D.N.H. Case No. 18-11103) on Aug. 15, 2018, listing under $1 million in both assets and liabilities. Eleanor Wm. Dahar, Esq., at Victor W. Dahar, P.A., represents the Debtor. CALCEUS ACQUISITION: Moody's Hikes CFR to B2, Outlook Stable ------------------------------------------------------------ Moody's Investors Service upgraded Calceus Acquisition, Inc.'s Corporate Family Rating to B2 from B3 and Probability of Default Rating to B2-PD from B3-PD. Concurrently, Moody's assigned a B2 rating to the company's proposed $290 million Senior Secured First Lien Term Loan due 2025. The ratings on the existing term loan due 2020 were upgraded to B2 from B3 and will be withdrawn upon close of the transaction. The ratings outlook is stable. Proceeds from the proposed $290 million Senior Secured First Lien Term Loan due 2025 will be used to repay the existing $320 million ($292 million outstanding amount) Senior Secured First Lien Term Loan due 2020. The ratings upgrade reflects the company's continued earnings growth resulting in solid credit metrics, and the improvement in Cole Haan's liquidity following the close of the proposed refinancing. Moody's took the following rating actions for Calceus Acquisition, Inc.: - Corporate Family Rating, upgraded to B2 from B3; - Probability of Default Rating, upgraded to B2-PD from B3-PD; - Senior Secured First Lien Term Loan due February 1, 2020, upgraded to B2 (LGD4) from B3 (LGD4); - Proposed $290 million Senior Secured First Lien Term Loan due 2025, assigned B2 (LGD4) - Outlook, changed to Stable from Positive RATINGS RATIONALE The B2 CFR reflects Cole Haan's relatively small scale and fashion risk as a mono-brand premium retailer. The rating also incorporates the company's exposure to discretionary spending and operations in the highly competitive and promotional footwear market. The risks associated with private equity ownership, such as the potential for debt-financed dividend distributions, also constrain the rating. Nevertheless, the rating is supported by Cole Haan's strong recent earnings performance driven by product and digital execution, as well as its good brand recognition and diverse distribution channels. Moody's expects credit metrics to be solid for the B2 rating. Pro-forma for the transaction, debt/EBITDA will be at 4.0 times (Moody's-adjusted) and EBITA/interest expense at an estimated high-1 times as of Q2 FY 2019. Cole Haan's good liquidity over the next 12-18 months also supports the ratings, including expectations for positive free cash flow, solid revolver availability, a springing-covenant-only capital structure and lack of near term maturities following the completion of the proposed transaction. The stable outlook reflects Moody's expectations for earnings growth and good liquidity. The ratings could be upgraded if the company continues to generate revenue and earnings growth, and maintains good liquidity. A ratings upgrade would require a commitment to a more conservative financial policy, including achieving and maintaining Moody's-adjusted debt/EBITDA below 4.0 times and EBITA/interest expense above 2.25 times. The ratings could be downgraded if the company's liquidity deteriorates for any reason, including negative free cash flow, reduced revolver availability or failure to complete a refinancing transaction in a timely and economical manner. The ratings could also be downgraded if earnings deteriorate or financial policies become more aggressive, including large debt-financed dividend distributions. Quantitatively, the ratings could be downgraded if Moody's-adjusted debt/EBITDA is sustained above 4.5 times and EBITA/interest expense below 1.75 time. Headquartered in Greenland, NH, Cole Haan is a designer and retailer of men's and women's footwear, handbags, and accessories. Net revenues for twelve months ended December 1, 2018 were approximately $647 million. Apax Partners and current management acquired the company from NIKE Inc. in early 2013. CALPINE CONSTRUCTION: Moody's Affirms Ba3 CFR, Outlook Negative --------------------------------------------------------------- Moody's Investors Service affirmed Calpine's Ba3 corporate family rating with a negative outlook. At the same the time, Calpine's senior secured rating of Ba2 and senior unsecured rating of B2 were also affirmed. The affirmations with a negative outlook follow Pacific Gas & Electric Company's (PG&E, Caa3/negative) announcement that it intends to file for a Chapter 11 bankruptcy on or about January 29, 2019. Outlook Actions: Issuer: Calpine Construction Finance Company, L.P. Outlook, Remains Negative Issuer: Calpine Corporation Outlook, Remains Negative Affirmations: Issuer: Calpine Construction Finance Company, L.P. Senior Secured Bank Credit Facility, Affirmed Ba2(LGD3) Issuer: Calpine Corporation Probability of Default Rating, Affirmed Ba3-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 Corporate Family Rating, Affirmed Ba3 Senior Secured Bank Credit Facility, Affirmed Ba2(LGD3) Senior Secured Regular Bond/Debenture, Affirmed Ba2(LGD3) Senior Unsecured Regular Bond/Debenture, Affirmed B2(LGD5) RATINGS RATIONALE "Calpine generates about 15% of its EBITDA from PG&E-related power purchase agreements (PPAs)" said Toby Shea VP -- Senior Credit Officer, "it is unclear if PG&E will reject or reprice the PPAs as a part of its bankruptcy process. If they do, it would likely pressure Calpine's ratings lower." Calpine's ratings have been on a negative outlook since August 18, 2017, as a result of the company's announcement that it would be acquired by Energy Capital Partners (ECP) for $5.6 billion in cash. The negative outlook at the time reflected its belief that ECP will look to extract value from Calpine's portfolio of assets, primarily through asset divestitures, which may worsen Calpine's business risk and debt leverage. The potential for PG&E to reject bankruptcy filing is an additional credit negative. Bankruptcy courts regularly reject above-market executory contracts, which generally encompass PPAs. Rejecting above-market contracts or repricing them to market rates benefits the bankruptcy estate because it lowers the debtor's cost structure, which may translate to more cash flows and stronger liquidity. However, Moody's is uncertain if PG&E will reject or reprice the PPAs during bankruptcy because PG&E's rates are regulated by the California Public Utility Commission (CPUC) and rate regulation creates a different set of economic incentives for the debtor. PG&E currently has an effective regulatory mechanism to pass its PPA costs to ratepayers dollar for dollar. If PG&E rejects or reprices the PPAs, the CPUC will likely not allow PG&E to keep the savings. PG&E does benefit from rejecting or repricing PPAs in that it would have a lower cost structure, thus creating headroom for the cost of new investments without raising rates. However, the CPUC would most likely want PG&E to affirm the contracts so that generators would feel confident to invest in renewable projects and support California's climate change goals. The CPUC, therefore, may find it objectionable to approve investments that were made possible by headroom created by means that hurt its climate change goals. Despite continuing the negative outlook for its ratings, Calpine's underlying business fundamentals have improved since the August 2017 assignment of the negative outlook due to tighter market conditions in Texas and California. There have been significant plant closures in both markets. In Texas, Vistra Energy Corp (CFR Ba2/positive) closed about 4,000 MW of coal capacity in 2018. In California, generators retired or mothballed 2,738 MW of gas capacity in 2018. These and other market improvements Moody's believes could add about 200 to 250 basis points to Calpine's CFO to debt ratio. Calpine has high debt leverage, a credit weakness. Based on Moody's adjusted financials, Calpine's CFO pre-WC/debt ratio was 7.7% for 2017 and 8.1% in 2016. Over the last twelve month period ending September 2018, Calpine's CFO pre-WC to debt rose to 9.5% and Moody's believes that Calpine's CFO pre-WC/debt is likely to improve to around 10% for full year 2018 and 11% to 12% in 2019, assuming PG&E affirms the PPAs. If PG&E rejects or reprices the PPAs, Calpine's CFO pre-WC/debt may be closer to 10%. Liquidity analysis Calpine's speculative grade liquidity rating is unchanged at SGL-1. The company continues to possess very good liquidity, with $346 million of unrestricted cash on hand as of 30 September 2018 and about $1,165 million of unused capacity on its corporate revolving credit facilities. Calpine's next upcoming maturity is $389 million of term loans due in December 2019. Calpine plans to pay this debt off as it matures. Calpine's debt covenants include an interest coverage ratio that must be above 1.5x and a Debt to EBITDA ratio that cannot exceed 7.0x. As of 31 September 2018 the company was in compliance with all of its covenants. The company generated about $598 million of free cash flow as of 31 September 2018 on a rolling twelve month basis and is forecast to generate about $700 million free cash flow in 2019, assuming PG&E contracts are affirmed. Rating outlook The negative outlook reflects the view that Calpine could be more risky under ECP's ownership and the potential that PG&E could reject or reprice Calpine's PPAs during bankruptcy. Factors that could lead to an upgrade Moody's could change the outlook back to stable, if PG&E affirms Calpine's PPAs during bankruptcy and Calpine maintains a CFO to debt in the low teens on a sustained basis based on existing business risk. Factors that could lead to a downgrade A downgrade is likely should PG&E reject or reprice Calpine's PPAs to market and the company fails to produce a CFO to debt ratio in the low teens. A downgrade could also occur should the company embarks on a strategic direction that substantially raises its business risk profile. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. CARE PRODUCTS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Care Products, Inc. P.O. Box 720193 McAllen, TX 78504 Business Description: Care Products, Inc. is a manufacturer of household and institutional furniture and kitchen cabinet. The Debtor's manufacturing facilities are located on a 1.46 acre tract out of Lot 135, Pride O'Texas Subdivision, City of McAllen, Hidalgo County, Texas. Chapter 11 Petition Date: January 23, 2019 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Case No.: 19-70023 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Jana Smith Whitworth, Esq. JS WHITWORTH LAW FIRM, PLLC 112 E. Kiwi Street McAllen, TX 78504 Tel: 956-371-1933 E-mail: jana@jswhitworthlaw.com Total Assets: $520,123 Total Liabilities: $1,254,809 The petition was signed by Charles L. Graham, 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/txsb19-70023.pdf CARPENTER'S ROOFING: Taps Kelley & Fulton as Legal Counsel ---------------------------------------------------------- Carpenter's Roofing & Sheet Metal, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Kelley & Fulton, PL as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in negotiation with its creditors in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. Craig Kelley, Esq., the attorney who will be handling the case, has agreed to provide legal services at the reduced hourly rate of $425. The retainer fee is $32,500. Mr. Kelley and his firm do not represent any interest adverse to the Debtor, according to court filings. Kelley & Fulton can be reached through: Craig I. Kelley, Esq. Kelley & Fulton, PL 1665 Palm Beach Lakes Blvd. #1000 West Palm Beach, FL 33401 Tel: 561-491-1200 Email: craig@kelleylawoffice.com About Carpenter's Roofing & Sheet Metal Carpenter's Roofing & Sheet Metal, Inc. -- https://carpentersroofing.com/ -- is a roofing contractor headquartered in West Palm Beach, Florida. It was founded in 1931 by Howard Carpenter. Carpenter's Roofing & Sheet Metal sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-24798) on Nov. 29, 2018. At the time of the filing, the Debtor disclosed $1,040,593 in assets and $1,838,038 in liabilities. The case is assigned to Judge Mindy A. Mora. The Debtor tapped Craig I. Kelley, Esq., at Kelley & Fulton, PL, as its legal counsel. CARROLL COUNTY: Moody's Rates $530MM Sec. Credit Facilities Ba2 --------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Carroll County Energy, LLC's planned $530 million senior secured credit facilities consisting of a $460 million senior secured term loan B due 2026, and a $70 million senior secured revolving credit facility also due 2026. The rating outlook is stable. Proceeds will be used to refinance $425 million of an existing commercial bank construction financing, provide a $20 million distribution to the Sponsor, and to pay transaction fees and expenses. The Project owns a 700 MW natural gas-fired, combined-cycle generation plant called Carroll County Energy, which reached commercial operation in December 2017, and is based in Carroll County, OH. The Project is in turn indirectly owned by an affiliate of Advanced Power Services (NA) Inc., the North American arm of a privately-held company that develops, owns and manages power plants in Europe and North America, as well as a group of co-investors. RATINGS RATIONALE The Ba2 rating reflects Carroll County's competitive position as a new, efficient and economical natural gas-fired combined cycle turbine generator, which is expected to serve as a base load plant in the AEP capacity zone within PJM. The Ba2 rating acknowledges the Project's strong operating performance since reaching commercial operation and factors in the known capacity revenues through May 2022 derived from past PJM base residual auctions. The Ba2 rating further acknowledges the existence of a revenue put, which provides downside protection to creditors by providing an energy margin floor through March 2023. Carroll County also actively hedges energy margins through a rolling hedge book that includes selling power forward contracts and buying gas forward contracts with various counterparties through 2021 to lock in future energy margins. The Project is located on the Utica shale gas play and is in close proximity to the Marcellus shale region and mid-stream infrastructure, providing it with low cost natural gas, which contributes to its healthy spark spreads. Carroll County also benefits from revenues from ancillary services provided to PJM (black start and reactive power/voltage support) for which the Project qualifies to receive under PJM tariffs. Together, these sources provide significant revenue visibility over the next several years as contracted revenues are expected to provide more than 70% of gross margin through May 2022 when capacity auction results are known and 50% of gross margin in 2023 when the revenue put expires. Despite these strengths, the Ba2 rating also reflects leverage at the outset of approximately $650 in debt per kilowatt ($/kW) and about 5.7x debt to EBITDA. The expected leverage at financial close is on the weaker end of the range for the Ba rating category under the Power Generation Projects Methodology (Methodology), but offset by its expectation of relatively consistent debt reduction from the benefits of the cash flow sweep, which should help produce credit metrics over time that are more strongly positioned within the Ba rating category. The rating also considers the inherent volatility that comes from having merchant energy exposure on a single electric generating asset, which increases the potential for refinancing risk. An additional rating consideration is the ownership make-up of the Sponsor group, which includes affiliates of financial and industrial groups who Moody's believes have a medium to long-term investment horizon focused on the receipt of on-going distributions. In that regard, Moody's believes that there are elements of conservatism in the way in which the Project was developed and financed, including the substantial level of equity remaining in the Project, the natural gas transportation arrangements, and the existence of an amply sized revolving credit facility with an expiry date that matches the maturity of the term loan. The Project has cleared four capacity auctions in PJM beginning with the 2018/19 capacity year through the most recent auction covering the 2021/2022 capacity year, thereby providing some predictability and stability to the cash flows through May 2022. After that, barriers to entry for new generating supply in the AEP zone as well as the retirements of older, largely coal-fired generation arguably support the prospects for higher capacity and power prices, which should that occur will help mitigate Project leverage making refinancing more manageable. Project Description and Contractual Arrangements The Project is located in eastern Ohio, a region of PJM that is currently served by an aging fleet of coal and nuclear facilities. It also sits on top of the Utica and Marcellus shale plays, which makes natural gas from this region cost competitive and results in higher spark spreads relative to other projects in the Northeast. The Project has a firm gas supply and transportation contract with DTE Energy Trading (DTE), which is guaranteed by its parent DTE Energy Company (Baa1 stable), that runs through March 2023, and a gas interconnection agreement with Kinder Morgan, Inc.'s (Baa2 stable) Tennessee Gas Pipeline Company (TGP). DTE is contracted to provide up to 120,000 MMBtus per day. The TGP system is comprised of four individual pipelines that are parallel to each other, and the Project interconnects with two of the four via a dedicated lateral. This adds to reliability and redundancy, which helps to ensure that the Project's natural gas supply will not be jeopardized. These two considerations -- the Project's close proximity to the Utica and Marcellus shale plays and the firm natural gas supply and transportation contract - together help to mitigate the Project's exposure to PJM's implementation of new capacity performance penalties. An additional mitigant is the fact that Carroll County is not situated behind a local gas distribution company, which usually has the first call on limited natural gas supply during periods of extreme weather conditions. Energy management services are provided under a five-year contract with NextEra Energy Power Marketing (NextEra), guaranteed by its parent NextEra Energy Capital Holdings, Inc. (Baa1 stable), whereby NextEra is the interface with PJM, and provides power and fuel management services, administrative services, regulatory assistance and risk management services. A risk mitigant on the revenue side is the existence of a five-year revenue put provided by Morgan Stanley (A3 stable) through March 2023. The revenue put sets an annual floor of $34 million for energy margins. The cost associated with the revenue put has already been incurred by the Project, and as such, no further financial obligation is owed to Morgan Stanley under the revenue put. The Project retains the upside associated with its energy and ancillary revenues. The executed revenue put contains the same fuel index as the Project's fuel supply agreement (namely, TGP Zone 4 200L), thereby eliminating natural gas basis risk. The power index used is the AEP Dayton hub, which is the index used in the Project's forecast. The locational marginal pricing (LMP) node where Carroll County actually delivers its power is the Stemple bus located near the AEP Dayton hub. While the Project's LMP node is slightly different from the AEP Dayton hub and therefore creates some potential for power basis risk, the LMP has historically been clearing at a premium to the AEP Dayton hub. Therefore, if the revenue put is triggered to pay, the Project might actually earn a higher gross margin than the imputed gross margin, based on the revenue put's parameters, providing some incremental cash flow for the Project during this period. In addition, the revenue put has some built in conservatism in the heat rate, start charges and variable operating and maintenance (VOM) inputs vs. the plant's expected operating characteristics (i.e., the plant is expected to perform better than the operating parameters in the revenue put). The revenue put has limitations (it does not cover an outage, for example), but it does provide some cash flow predictability and stability if power prices were to collapse through an energy margin floor for five years, which along with known capacity prices, enables the Project to easily cover its debt service. Operating and Technological Profile Carroll County, excluding the black start capability, was constructed by Bechtel Power Corporation under a fixed price, turnkey engineering, procurement and construction (EPC) contract. The Project was completed and reached commercial operation in December 2017. Since then, it has been operating well without any major issues and with availability and capacity factors of about 90% and 80%, respectively, which is a strong performance for a power plant in its first year of operations. The black start capability was provided under an EPC contract with Burns & McDonnell Engineering and consists of four diesel-fired generators. Black start is provided to PJM by units whose location and capabilities are required to re-energize the grid following a black out. There are certain requirements that have to be met to qualify for the PJM tariff (respond within 90 minutes and run for 16 hours, etc.). The Project also provides reactive power services to PJM under a PJM tariff. Reactive power provides voltage support to make sure that the electricity grid is protected and stays within certain amperes ranges. The facility is composed of a 2 x 1 combined cycle unit that utilizes two GE 7F.05 gas turbine generators, allowing Carroll County to generate power at very low heat rates (about 6,800 Btu/kWh and 6,900 Btu/kWh with duct firing). The 7F.05 combustion turbine generator technology is commercially proven and represents a further refinement on GE's long-established 7F equipment. The 7F.05 includes a newer compressor design and increased firing temperature. GE also supplied the steam turbine generator, which is also commercially proven. The remainder of the components were made by established manufacturers and are also commercially proven. The Project has a long-term Contractual Service Agreement (CSA) with GE, which provides for planned and unplanned outage maintenance, repairs, replacement parts, monitoring and technical services. The Project also benefits from a well-known and experienced operations and maintenance (O&M) provider in EthosEnergy Power Plant Services under a five-year O&M contract. Asset management is provided by an affiliate of Advanced Power. Financial Metrics and Refinancing Risk The Project's projected financial metrics, such as its ratio of project cash from operations to debt (CFO/Debt), its debt service coverage ratio (DSCR), the ratio of debt to EBITDA (Debt/EBITDA) and the amount of debt that will be repaid via an annual sweep of excess cash flows depend on market conditions for the sale of energy and capacity and the purchase of fuel for the Project. Other key determinants of future cash flow are the assumed operating profile of the plant, O&M expenses, plant capacity factors, and heat rates. The Sponsor's base case projections for energy, capacity, and fuel prices, as well as their assumptions for capacity factors, have been developed based on a fundamental analysis of PJM performed by Leidos Engineering, LLC. Based on the Sponsor's base case assumptions, the Project's three-year average project CFO/Debt is 14.75%, the three-year average DSCR is 2.58x, and the three-year average Debt/EBITDA is 4.62x. These metrics score in the mid-range of the Ba rating category indicated in its rating Methodology. In this scenario, about 69% of the term loan is repaid from excess cash flow prior to its 2026 maturity date. Moody's base case forecast incorporates lower natural gas and power prices, lower capacity prices starting after the known auction prices of the 2021/22 capacity year (based on the average of the last four years and remaining flat over the life of the term loan), and 5% higher O&M and major maintenance costs (not covered by the CSA with GE). Based on these more conservative assumptions, the Project's three-year average projected CFO/Debt is 11.54%, its three-year average DSCR is 2.24x, and the three-year average Debt/EBITDA is 5.34x, which fall lower, but still within the Ba rating category as indicated in the Methodology. In the Moody's base case, Moody's calculates that about 53% of the term loan is repaid from excess cash flow and mandatory amortization prior to maturity, suggesting that refinancing risk, while present, appears to be manageable. Also, through 2022, a period that contains more certain revenues and cash flow from known capacity results, the Project is expected to be able to meaningfully de-lever by 31% under the Moody's base case. Project Structure The Lenders benefit from traditional project finance structural features that include a first priority security interest in the hard assets as well as the equity interests in the Borrower, a cash flow waterfall, limitations on indebtedness, liens, asset sales, etc. There will be one financial covenant of a 1.1x minimum debt service coverage ratio. There is also a debt service reserve requirement representing 6 months of forward debt service (can be funded via an LC). Additional liquidity will be provided via a $70 million revolving credit facility for the full seven-year term of the term loan. There is a 1% scheduled amortization. Most deleveraging, however, will occur via a sweep of 75% of excess cash flow after scheduled debt service if total leverage as measured by Debt/EBITDA is greater than 3.5x and 50% of excess cash flow once leverage is at or below 3.5x. Under the Moody's case, the Project does not get below 3.5x Debt/EBITDA until 2026. RATING OUTLOOK The stable outlook reflects Carroll County's competitive advantage as a new efficient plant, the Project's location in the Utica and Marcellus shale region and its position on the TGP pipeline with its access to low cost natural gas. In addition, the existence of the Morgan Stanley revenue put, combined with known capacity prices, provides for a degree of stability and predictability to the cash flows, thereby lowering default risk that along with the debt reduction via the excess cash sweep mechanism positions the Project well to withstand the volatility associated with operating a merchant plant. FACTORS THAT COULD LEAD TO AN UPGRADE The rating is currently well-placed and has limited prospects for a rating upgrade in the near term. Over the longer term, positive trends that could lead to an upgrade include greater than expected cash flows that lead to stronger and more resilient financial metrics and faster pay down of debt. FACTORS THAT COULD LEAD TO A DOWNGRADE The rating or the outlook could face downward pressure should the Project face credit deterioration in the way of materially weaker credit metrics, and/or poor operating performance. Specifically, the Project will face downward rating pressure if its sustained financial performance is not able to approximate the financial metrics outlined in the Moody's base case, such as project CFO/debt of 11.5%, DSCR of 2.24x, and Debt/EBITDA is 5.34x. The rating is predicated upon final documentation in accordance with Moody's current understanding of the transaction, its terms and conditions, including pricing, and final debt sizing consistent with initially projected credit metrics. PROFILE The Project owns a 700 MW natural gas-fired, combined-cycle generation plant called Carroll County Energy, which reached commercial operation in December 2017, and is based in Carroll County, OH. The Project is in turn indirectly owned by an affiliate of Advanced Power, the North American arm of a privately-held company that develops, owns and manages power plants in Europe and North America, as well as a group of co-investors. CHECKOUT HOLDING: Gets Final OK on $275M Bankr. Financing --------------------------------------------------------- BankruptcyData.com reported that Checkout Holding Corp. obtained issued a final order from the Bankruptcy Court (i) authorizing the Debtors to obtain $275 million in debtor-in-possession ("DIP") financing (including a roll-up of $150 million in prepetition first lien debt) and (ii) approving the Debtors' request for confidential treatment of the entirety a DIP fee letter entered into between the Debtors and JPMorgan Chase Bank, N.A., in its capacity as administrative agent and arranger ("JPMorgan"). On December 13, 2018, the Court had approved interim access to $60 million of DIP financing. Key Terms of the DIP Facility Borrower: Checkout Holding Corp. Guarantors: Each of the Persons set forth on the signature pages that are parties hereto as "Parent Guarantors," and each of the Wholly-Owned Domestic Subsidiaries of the Borrower from time to time parties hereto as "Subsidiary Guarantors," each as a debtor and debtor-in-possession Lenders: Each lender from time to time party to the DIP Credit Agreement including each "Lender" under and as defined in the Pre-Petition First Lien Credit Agreement that elects, by notice to the Administrative Agent and the Borrower, to become a lender hereunder DIP Agent: JPMorgan DIP Facility: A secured term loan credit facility in an aggregate principal amount of $275 million Borrowing Limits: Upon entry of the Interim Order, $60 million. Following entry of the Final Order, and subject to the terms of the DIP Credit Agreement, an additional $65 million (and $150 million being rolled up on a final basis). Interest Rates & Fees: The Eurocurrency Rate or Base Rate, as applicable, plus the Applicable Rate per annum; where "Applicable Rate" means (i) with respect to any Roll-Up Loans, a percentage per annum for Eurocurrency Rate Loans or Base Rate Loans equal to 5.50% or 4.50%, respectively, and (ii) with respect to any New-Money Loans, a percentage per annum equal to (x) in the case of Eurocurrency Rate Loans 10.00% or (y) in the case of Base Rate Loans 9.00%, as applicable Default interest at 2% per annum Certain additional fees and expenses, including, (i) a closing payment in an amount equal to 2.00% of the DIP Commitments, payable in cash at closing; (ii) a ticking premium equal to 5.00% per annum on the actual daily amount of unused DIP Commitments, payable on a monthly basis; and (iii) an administrative agent fee, payable in cash at closing Maturity Date: June 14, 2019 Use of DIP Proceeds: Proceeds of the DIP Loans under the DIP Facility and the Use of Cash Collateral will be used solely for the following: (a) working capital and letters of credit, (b) other general corporate purposes of the Debtors; (c) permitted payment of costs of administration of these Chapter 11 Cases; (d) payment of such other prepetition obligations as consented to by the DIP Agent, such consent not to be unreasonably withheld, and as approved by this Court; (e) payment of interest, fees and expenses (including without limitation, legal and other professionals’ fees and expenses of the DIP Agent and DIP Lenders) owed under the DIP Documents; (f) payment of certain adequate protection amounts to the Prepetition First Lien Secured Parties; (g) subject to entry of a Final Order, the roll-up of a portion of the Prepetition First Lien Obligations into DIP Obligations; and (h) payment of the Carve-Out. Milestones: The Loan Parties shall have caused the following to occur by the times and dates set forth below: (a) Commencement of solicitation by December 12, 2018 (b) Interim DIP order entered by no later than 5 calendar days after the Petition Date (c) Either (A) the NCS JV Agreements have been amended to the satisfaction of the Requisite First Lien Lenders or (B) a motion to reject the NCS JV Agreements is pending before the Bankruptcy Court by no later than 30 calendar days after the Petition Date, (d) The Bankruptcy Court shall have entered an order authorizing the assumption of this Agreement by no later than 45 calendar days after the Petition Date (e) The Final DIP Order shall have been entered by no later than 40 calendar days after the Petition Date (f) Either (A) the NCS JV Agreements have been amended to the satisfaction of the Requisite First Lien Lenders or (B) the Bankruptcy Court has entered an order rejecting the NCS JV Agreements by no later than 85 calendar days after the Petition Date (g) The Bankruptcy Court shall have entered an order approving the Disclosure Statement by no later than 85 calendar days after the Petition Date (h) The Bankruptcy Court shall have entered an order confirming the Plan by no later than 125 calendar days after the Petition Date (i) The Effective Date shall have occurred by no later than 140 calendar days after the Petition Date About Catalina Marketing Catalina Marketing Corp. -- https://www.catalina.com/ -- is a personalized digital media and marketing company that owns and operates a proprietary dual function in-store data-gathering network and promotion-publishing channel. Catalina's customers are some of the world's largest retailers and manufacturers of consumer-packaged goods. Through the application of its proprietary analytics systems, Catalina uses a shopper purchase database and real-time retailer data to make accurate predictions about shoppers' future purchasing behaviors based on not only historical purchasing behaviors, but also on emerging trends in consumer behavior. Formed in 1983, Catalina is based in St. Petersburg, Florida, with operations in the United States, Europe and Japan. In 2007, entities affiliated with Hellman & Friedman LLC, a private equity firm with a focus on information services and media, through its wholly owned subsidiary, Checkout Holding Corp., acquired Catalina. In 2014, funds affiliated with Berkshire Partners LLC, a Boston-based investment firm and certain third-party co-investors, acquired a controlling interest in Catalina. Berkshire currently holds 40.71% of all the outstanding common stock of Catalina's ultimate parent PDM Group Holdings. Catalina Marketing Corporation and 10 affiliates, including parent Checkout Holding Corp., sought Chapter 11 protection on Dec. 12, 2018 with a prepackaged plan that would reduce debt by $1.6 billion. The lead case is In re Checkout Holding Corp. (Bankr. D. Del. Case No. 18-12794). Catalina disclosed funded debt of $1.9 billion as of the bankruptcy filing. Assets are in the range of $1 billion to $10 billion. The Hon. Kevin Gross is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel, Centerview Partners LLC is serving as financial advisor and FTI Consulting is serving as restructuring advisor to Catalina. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent. Jones Day is counsel to the Consenting First Lien Lenders. Paul, Weiss, Rifkind, Wharton & Garrison LLP is counsel to the Consenting Second Lien Lenders. CJA ENERGY: Unsecured Creditors to Get 35% Under Plan ----------------------------------------------------- CJA Energy Consulting, LLC, filed a small business Chapter 11 Plan and accompanying Disclosure Statement. Class 9 - General Unsecured Creditors. The General Unsecured Creditors of the Debtor will receive approximately thirty-five (35%) of their Allowed Claims pursuant to the Plan. Class 9 is impaired by the Plan. Class 2 - Direct Capital, a Division of CIT Bank, N.A. Class 2 secured claim will retain its lien against all collateral and will be paid in full at interest over a period of 60 months. Class 2 is impaired by the Plan. Class 4 - Citizens Bank N.A. Class 4 secured claim will retain its lien up to the value of the collateral and will be paid in full at interest over a period of 60 months. Class 4 is impaired by the Plan. Class 8 - Insider Unsecured Creditors. Class 8 creditors will be subordinated to all other creditors in the Plan. Class 8 is impaired by the Plan. The source of funds is from trucking business of the debtor. A full-text copy of the Disclosure Statement dated January 7, 2019, is available at https://tinyurl.com/yb7ku9tn from PacerMonitor.com at no charge. About CJA Energy Consulting CJA Energy Consulting, LLC, is a single member LLC that does business as a trucking company. The company filed for Chapter 11 protection (Bankr. W.D. Penn. Case No. 08-70168) on March 13, 2018. In the petition signed by its managing member, Carl J. Anderson, the Debtor estimated assets and debts estimated at $100,001 to $500,000. The company is represented by Christopher M. Frye, Esq., at Steidl & Steinberg, P.C. No official committee of unsecured creditors has been appointed in the Chapter 11 case. CLAREMONT GRADUATE: Moody's Cuts $60MM Unsec. Bonds Rating to Ba1 ----------------------------------------------------------------- Moody's Investors Service has downgraded Claremont Graduate University, CA to Ba1 from Baa3. This affects both its issuer rating as well as approximately $60 million of unsecured general obligation bonds issued through the California Educational Facilities Authority. The outlook is negative. RATINGS RATIONALE The downgrade to Ba1 reflects continued enrollment challenges for this graduate university, which has translated to deep operating deficits and gradual erosion of spendable cash. As a result of weak performance, spendable cash and investments declined 12% between fiscal 2014 - 2018. The university did not meet projections for operating improvement in fiscal 2018, instead incurring a larger deficit, and current projections point to another weak year in fiscal 2019. The university is implementing expense reductions and is projecting improved performance beginning in fiscal 2020. However, the university's small scale of operations may hinder its ability to quickly reduce expenses. The Ba1 rating remains supported by a still favorable level of reserves relative to debt and operations which gives CGU time to address enrollment challenges. The university also benefits from its position as a member of The Claremont Colleges Consortium and favorable real estate value. The university's debt structure adds an element of risk as the university is required to meet certain financial covenants and, for a swap, a rating threshold. The university has secured waivers in the past on covenant violations, but these are not assured. Inability to meet covenants or secure waivers could result in debt acceleration, which would add material liquidity stress and could result in rapid credit deterioration. RATING OUTLOOK The negative outlook reflects significant challenges to executing the university's planned turnaround strategy in a highly competitive student market environment, and debt structure risk. FACTORS THAT COULD LEAD TO AN U PGRADE - Significant improvement in operating performance - Growth in enrollment and net tuition revenue - A material increase in spendable cash and investments FACTORS THAT COULD LEAD TO A DOWNGRADE - Failure to stabilize fall 2019 enrollment and net tuition revenue for fiscal 2020 - Larger than expected operating deficits in fiscal 2019 or inability to materially improve operating performance beginning in fiscal 2020 - Deterioration of spendable cash and investments cushion to debt and expenses - Inability to secure waiver on covenants, leading to debt acceleration LEGAL SECURITY The bonds are an unsecured general obligation of the university PROFILE Claremont Graduate University is a private, graduate school, and a member of The Claremont Colleges Consortium, which also includes Pomona College, Claremont McKenna College, Harvey Mudd College, Scripps College, Pitzer College (unrated), and Keck Graduate Institute (unrated). CGU is relatively small with fewer than 1,900 students and operating revenue of $62 million. CLYDE EVANS: Seeks to Hire Sielschott Walsh as Accountant --------------------------------------------------------- Clyde Evans Land Company Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Sielschott, Walsh, Keifer, Regula & Sherer CPA's, Inc. as its accountant. The firm will assist the Debtor in the completion of its monthly reports; prepare and file tax returns; review claims; assist in the preparation of financial reports for its plan of reorganization; and provide other accounting services related to its Chapter 11 case. Tracey Regula, the firm's accountant who will be providing the services, charges an hourly fee of $205. Office staff and assistants charge $147 per hour. Ms. Regula is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Sielschott can be reached through: Tracey A. Regula Sielschott, Walsh, Keifer, Regula & Sherer CPA's, Inc. 711 Dean Avenue Lima, OH 45804 Tel: 419.222.2001 Fax: 419.222.1570 About Clyde Evans Land Co. Clyde Evans Land Company Inc. owns and operates commercial real estate properties. The company was incorporated in 1976 and is based in Lima, Ohio. Clyde Evans Land Company Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 18-33906) on Dec. 18, 2018. In the petition signed by Dave Evans, president, the Debtor estimated assets of $1 million to $10 million in assets and liabilities of the same range. The case is assigned to Judge Mary Ann Whipple. The Debtor is represented by Steven L. Diller, Esq., at Diller and Rice, LLC. COOL HOLDINGS: Receives Noncompliance Notices from Nasdaq --------------------------------------------------------- The NASDAQ Stock Market LLC issued a letter to Cool Holdings, Inc. on Jan. 4, 2019, indicating that the resignation of Andrew DeFrancesco from the Company's Board of Directors had resulted in more than one vacancy on the Company's Board and audit committee, and consequently the Company was no longer eligible for the cure period prescribed in Listing Rules 5605(b)(1)(A) and 5605(c)(4) granted to it on Dec. 26, 2018. As a consequence, the Company is required to submit to Nasdaq a plan of compliance no later than Feb. 18, 2019. If the Company's plan is accepted, Nasdaq can grant the Company an extension of up to 180 calendar days until July 3, 2019 to evidence compliance. If Nasdaq does not accept the Company's plan, the Company may appeal the decision to a Hearings Panel. On Jan. 4, 2019, Nasdaq issued a second letter to the Company confirming its noncompliance with the Compensation Committee composition Listing Rule 5605 and announcing that, consistent with Listing Rule 5605(d)(2), it would provide the Company a cure period in order to regain compliance as follows: (1) until the earlier of the Company's next annual shareholders' meeting or December 31, 2019; or (2) if the next annual shareholders' meeting is held before July 1, 2019, then the Company must evidence compliance no later than July 1, 2019. On Dec. 16, 2018, Aaron Serruya, a director of Cool Holdings, resigned as a member of the board of directors. The Company said Mr. Serruya's resignation was due to other time commitments and not the result of a disagreement regarding the Company's operations, policies or procedures. On Dec. 31, 2018, Andrew DeFrancesco, also resigned as a member of the Board. Mr. DeFrancesco's resignation was due to other obligations and not the result of a disagreement regarding the Company's operations, policies or procedures. Both Mr. Serruya and Mr. DeFrancesco were members of the Company's Audit and Compensation Committees at the time of their respective resignations. These resignations reduced the number of directors currently serving on both the Company's Audit and Compensation Committees to one. NASDAQ Listing Rule 5605(c)(2)(A) of The NASDAQ Stock Market LLC requires that the Audit Committee of a Nasdaq-listed company have at least three members, each meeting independence and certain other criteria. Listing rule 5605(d)(2) requires that the Compensation Committee have at least two independent members. The resignations rendered the Company noncompliant with both these rules. The Company advised Nasdaq of the resignations of Mssrs. Serruya and DeFrancesco on Dec. 19, 2018 and Jan. 2, 2019, respectively. The Company expects to regain compliance with the Nasdaq Listing Rules by filling the Board and Audit and Compensation Committee vacancies on a timely basis with two new independent directors who satisfy the applicable requirements of the Nasdaq Listing Rules. About Cool Holdings Cool Holdings, Inc., formerly known as InfoSonics Corporation, is a Miami-based company focused on premium retail brands. It is currently comprised of OneClick, a chain of retail stores and an authorized reseller under the Apple Premier Partner, APR (Apple Premium Reseller) and AAR MB (Apple Authorized Reseller Mono-Brand) programs; Cooltech Distribution, an authorized distributor to the OneClick stores and other resellers of Apple products and other high-profile consumer electronic brands; and verykool, a brand of wireless handsets, tablets and related products the Company sells to carriers, distributors and retailers in Latin America. Additional information can be found on its website at www.coolholdings.com. Infosonics reported net losses of $4.67 million in 2017, $2.83 million in 2016, and $1.24 million in 2015. As of Sept. 30, 2018, Cool Holdings had $28.68 million in total assets, $15.07 million in total liabilities, and $13.60 million in total stockholders' equity. Cool Holdings stated in its Quarterly Report for the period ended Sept. 30, 2018, that because the Company has sustained significant losses over the past year and has a substantial amount of debt that has matured and will mature in the coming year, management has substantial doubt that the Company could remain independent and continue as a going concern for the required period of time if it were not able to refinance or restructure its existing debt and raise additional capital to fund its working capital needs. CYTOSORBENTS CORP: Expands Partnership with Fresenius Medical ------------------------------------------------------------- CytoSorbents Corporation has expanded its partnership with Fresenius Medical Care to Korea and Mexico. Under the terms of the agreement, Fresenius Medical Care has the exclusive rights to distribute CytoSorb for acute care and other hospital applications in Korea and Mexico. Commercial sales of CytoSorb are expected to commence after securing market registration clearance from Korean and Mexican health authorities. These multi-year agreements include an initial stocking order and are subject to annual minimum purchases of CytoSorb to maintain exclusivity. Mr. Sung Ok Choi, president and CEO of Fresenius Medical Care Korea, stated, "Continuous renal replacement therapy (CRRT) treatment of hospitalized critically-ill patients is gradually increasing in Korea. We are very pleased to be able to introduce CytoSorb to the Korea market, and through the partnership with CytoSorbents, Fresenius Medical Care Korea will continue to strive to provide more comprehensive acute treatment options for healthcare professionals and patients with acute kidney injury." Mr. Alfredo Merino, senior vice president - Business Strategy of Fresenius Medical Care North America, and CEO Fresenius Medical Care Mexico, said, "We are excited to expand our partnership with CytoSorbents to introduce CytoSorb to the Mexican healthcare system. In the country each year, hundreds of thousands of lives are lost at a tremendous human and economic cost from hyperinflammatory conditions such as sepsis, trauma, acute liver disease, and lung injury due to a lack of effective therapies. We hope to change this with CytoSorb." Dr. Phillip Chan, CEO of CytoSorbents commented, "We are pleased to extend our collaboration with Fresenius Medical Care into these large and strategically important markets. Fresenius Medical Care's expertise in intensive care and strong commercial organizations in Mexico and Korea make them an excellent partner for CytoSorb." Mr. Chris Cramer, CytoSorbents' vice president of Business Development added, "Having worked closely together in Europe for the past several years, we plan to leverage that extensive experience with Fresenius Medical Care's outstanding sales organizations in Korea and Mexico to rapidly bring CytoSorb to the market in these countries, and to take advantage of this substantial growth opportunity." There are approximately 129 million people in Mexico and 52 million people in Korea. Throughout both countries, there is an increasing burden of illness and rising healthcare costs associated with deadly inflammatory conditions such as sepsis. Additionally, there is a growing demand for CRRT treatments for acute kidney injury (AKI) and cytokine removal in intensive care unit patients. In particular, there is a significant unmet need in patients suffering from infection and septic shock, Systemic Inflammatory Response Syndrome (SIRS), Acute Respiratory Distress Syndrome (ARDS), liver failure, burn injury, and trauma. Healthcare in Korea and Mexico varies from the most basic primary health care, offered free by the state, to highly specialized, hi-tech health services available in the both the public and private sectors. According to OECD (Organization for Economic Co-operation and Development) Health Statistics, healthcare expenditure in 2016 as a percentage of GDP was 7.7% and 6.5% for Korea and Mexico, respectively. Financial terms of this agreement have not been disclosed. About CytoSorbents Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb is approved in the European Union with distribution in 55 countries around the world, as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" that could otherwise cause massive inflammation, organ failure and death in common critical illnesses. These are conditions where the risk of death is extremely high, yet no effective treatments exist. As of Sept. 30, 2018, Cytosorbents had $34.24 million in total assets, $14.17 million in total liabilities and $20.07 million in total stockholders' equity. The Company's independent registered public accountants' report for the year ended Dec. 31, 2017 includes an explanatory paragraph that expresses substantial doubt about the Company's ability to continue as a "going concern." WithumSmith+Brown, PC, in East Brunswick, New Jersey, stated that the Company sustained net losses for the years ended Dec. 31, 2017, 2016 and 2015 of approximately $8.5 million, $11.8 million and $9.5 million, respectively. Further, the Company believes it will have to raise additional capital to fund its planned operations for the twelve month period through March 2019. These matters raise substantial doubt regarding the Company's ability to continue as a going concern. DESERT LAND: Taps Valuation Consultants as Appraiser ---------------------------------------------------- Desert Land, LLC, and its debtor-affiliates received approval from the U.S. Bankruptcy Court for the District of Nevada to employ Valuation Consultants as real estate appraiser. The firm will complete an appraisal of the Debtors' real property consisting of approximately 38.50 acres of land located at the southeast corner of Las Vegas Boulevard South and East Mandalay Bay Road, Clark County. Valuation Consultants will be paid $8,500 for its services, which include the appraisal; a review of Integra Realty Resources' appraisal dated April 28, 2017; and a response to the Review Appraisal Assignment completed by Integra dated December 4, 2018. Keith Harper, president of Valuation Consultants, assured the court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Valuation Consultants can be reached at: Keith Harper Valuation Consultants 4200 Cannoli Circle Las Vegas, NV 89103-5404 Tel: (702) 222-0018, ext. 11 Fax: (702) 222-0047 Email: kharper@valconlv.com About Desert Land On April 30, 2018, Tom Gonzales commenced an involuntary petition for relief under Chapter 7 of the Bankruptcy Code against Desert Land, LLC. The petitioning creditor was Bradley J. Busbin, as trustee of the Gonzales Charitable Remainder Unitrust One. Jamie P. Dreher -- jdreher@downeybrand.com -- of Downey Brand LLP represents the Trustee. The court ordered the conversion of the Chapter 7 case to a case under Chapter 11 on June 28, 2018 (Bankr. D. Nevada, Lead Case No. 18-12454). The Debtor's affiliates are Desert Oasis Apartments LLC, Desert Oasis Investments, LLC, and Skyvue Las Vegas LLC. Schwartzer & McPherson Law Firm serves as the Debtors' counsel. Curtis Ensign, PLLC, is the special litigation counsel. DITECH HOLDING: In Talks for Pre-Arranged Chapter 11 Plan --------------------------------------------------------- Ditech Holding Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that it is currently actively engaged in confidential, constructive discussions with an ad hoc group of lenders holding more than 60% of the aggregate total principal amount of the Company's senior secured first lien term loan, borrowed pursuant to the Second Amended and Restated Credit Agreement, dated as of Feb. 9, 2018 (as amended, supplemented or otherwise modified). The Company and the Term Loan Lenders are currently discussing the terms of a restructuring support agreement for the Term Loan Lenders' support for a prearranged chapter 11 plan of reorganization which, as currently contemplated, would be designed to (1) deleverage the Company by equitizing a significant percentage of the Term Loan, (2) enable the Company to implement its operational right-sizing and rationalization with the support of the Term Loan Lenders, and (3) provide the Company with debtor-in-possession financing and exit financing from third parties as part of the prearranged chapter 11 plan of reorganization. As part of a strategic review, the Company has also been engaged in discussions with an ad hoc group of holders of the Company's outstanding 9.0% Second Lien Senior Subordinated PIK Toggle Notes due 2024, as well as other key stakeholders, counterparties and GSEs, and those discussions remain ongoing. As previously disclosed, in response to certain inquiries received by the Board of Directors of Ditech Holding, during the second quarter of 2018 the Board initiated a process to evaluate strategic alternatives. This process is being conducted with the assistance of financial and legal advisors. The Strategic Review is ongoing, and in connection therewith the Company has been considering a range of potential transactions including, among other things, a sale of the Company, a sale of all or a portion of the Company's assets, and/or a recapitalization of the Company. During the fourth quarter of 2018, the Company entered into non-disclosure agreements with, and the Company and its financial and legal advisors began to have discussions with, certain of its corporate debt holders and their advisors regarding potential strategic transactions that may involve implementation through a prearranged chapter 11 plan of reorganization. As previously disclosed, New Residential Mortgage LLC and the Company are party to the Subservicing Agreement, dated as of Aug. 8, 2016, by and between the Company and NRM. On Jan. 17, 2019, the Company received a notice from NRM initiating the process of termination under the Subservicing Agreement. Any termination of the Subservicing Agreement would not be effective until a servicing transfer has been completed in accordance with applicable requirements. The Company is reviewing the grounds for termination in consultation with its stakeholders and is considering all of its options with respect thereto including legal rights and remedies. The Company may continue discussions with NRM in connection with its recapitalization efforts; however, the Company, in consultation with the Term Loan Lenders, has determined to proceed with its recapitalization efforts assuming there is not an ongoing subservicing relationship with NRM. The Company and Term Loan Lenders' recapitalization plans are not contingent on any continuing relationship with NRM. Pursuant to the Subservicing Agreement, in the event that NRM does not withdraw the Notice or the Company does not reach an amicable settlement with NRM, the Company expects that it would take several months to complete such a transfer. The receipt of the Notice, in and of itself, is not an event of default or cross default under the Company's debt documents or warehouse facilities and the Company is evaluating the impact, if any, of any fees payable in connection with the termination of the Subservicing Agreement. The Company cannot provide any assurance with respect to the results of the Strategic Review, the Company's ongoing discussions with the Term Loan Lenders, with NRM or with any of its other key stakeholders, nor can there be any assurance as to the timing or terms of any plan of reorganization. About Ditech Holding Ditech Holding Corporation -- http://www.ditechholding.com/-- is an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. The Company services a wide array of loans across the credit spectrum for its own portfolio and for GSEs, government agencies, third-party securitization trusts and other credit owners. The Company is headquartered in Fort Washington, Pennsylvania. Ditech Holding incurred a net loss of $426.9 million in 2017 following a net loss of $833.9 million in 2016. As of Sept. 30, 2018, Ditech Holding had $12.33 billion in total assets, $12.27 billion in total liabilities, and $55.18 million in total stockholders' equity. "The Company continues to actively refine its liquidity plan and intends to take all appropriate actions in an effort to ensure that it has adequate liquidity to meet its debt service obligations and other liabilities and commitments. Based on the assessment of the Company's liquidity for the next twelve months from the date of issuance of these financial statements, management has concluded that while there can be no assurance that the Company's recent and future actions will be successful in mitigating the above risks and uncertainties, including the impact of market conditions and the Company's ability to close MSR sales and other transactions at valuations and within timeframes necessary to maintain sufficient liquidity levels, the Company's current plans, which are considered probable of occurring, provide enough liquidity to meet its obligations over the next twelve months from the date of issuance of these financial statements. However, the potential for an in-court supervised Chapter 11 process in order to implement a strategic transaction ... raises substantial doubt about the Company's ability to continue as a going concern," the Company stated in its Quarterly Report for the period ended Sept. 30, 2018. DPW HOLDINGS: Signs Exchange Agreement with Investor ---------------------------------------------------- DPW Holdings, Inc., has entered into an exchange agreement with an institutional investor pursuant to which the Company issued to the Investor two new secured promissory notes in exchange for the Secured Promissory Note issued by the Company to the Investor on Oct. 10, 2018 and that certain Secured Promissory Note issued by the Company to the Investor on Aug. 16, 2018 as amended on Nov. 29, 2018. As previously reported in the Company's Current Report on Form 8-K filed on Jan. 14, 2019, the Company received a notice of default from the Investor on Dec. 21, 2018 contending that the October Note was in default because (i) the Company had not repaid the October Note by Dec. 8, 2018 and (ii) of certain other events of default related to the November Note. The Investor stated in the Notice that it will commence litigation against the Company unless it has been paid the sum of $888,150 plus interest by Dec. 31, 2018. Following receipt of the Notice, the Company entered into discussions with the Investor regarding terms of a forbearance agreement, which terms of forbearance are set forth in the Exchange Agreement. Pursuant to the Exchange Agreement, the Investor may elect receive from the Company shares of Common Stock of the Company issued under Company's Registration Statement on Form S-3 (File No. 333-222132), subject to a beneficial ownership limitation. Any Common Stock issued to the Investor will reduce the outstanding sums due under the New Notes, by an amount equal to the number of shares of Common Stock issued multiplied by the applicable Issuance Price (as defined in the Exchange Agreement), subject to a leak-out provision set forth in the Exchange Agreement. In addition, in the event the Investor's proceeds from the sale of all Common Stock received by the Investor pursuant to the terms of the Exchange Agreement, do not equal at least 100% of the deemed payment of the outstanding Principal balance of the New Notes, the Company will owe the difference to the Investor in cash or through the delivery of free trading shares of Common Stock. Subject to the conditions set forth in the Exchange Agreement, on or after April 15, 2019, unless the New Notes have been paid in full, the Investor may be issued a secured convertible promissory note in exchange for the November Note. In connection with the Exchange Agreement, the Company and the Investor intend to enter into a Security Agreement, pursuant to which the Company and its subsidiaries will grant a second priority security interest in all of its right, title and interest in and to the Collateral (as defined in the Security Agreement), subordinate only to the Company's senior lender, as security for the Company's obligations set forth in the Transaction Documents. Description of Secured Promissory Notes The New Notes have an aggregate principal face amount of $1,043,799.03 and bear interest at 8% per annum. The New Notes contain standard and customary events of default including, but not limited to, failure to make payments when due under each New Note, failure to comply with certain covenants contained in each New Note, or bankruptcy or insolvency of the Company. The number of shares of Common Stock issuable upon delivery of issuance notices by the Investor to the Company will be determined by dividing the amount of the New Note to be drawn down by the greater of $0.12 or 80% of the lowest daily VWAP in the three trading days prior to the acquisition of the Common Stock, subject to certain conditions. After the occurrence of any Event of Default (as defined in each New Note) that results in the eventual acceleration of a New Note, the interest rate on the New Note will accrue at an additional interest rate equal to the lesser of 18.0% per annum or the maximum rate permitted under applicable law. All overdue accrued and unpaid interest to be paid thereunder shall entail a late fee at an interest rate equal to 18% per annum. Description of Secured Convertible Promissory Note The Convertible Note, if issued, will be issued on or about April 15, 2019, with a maturity date of July 15, 2019, and will bear interest at 8% per annum payable by the Company to the Investor, in cash, within seven days of the end of each calendar quarter while the Convertible Note remains outstanding. The number of shares of Common Stock issuable upon conversion of the Convertible Note will be determined by dividing the amount to be converted by the greater of $0.12 or 80% of the lowest daily VWAP in the three trading days prior to the conversion, subject to certain conditions. The Convertible Note contains standard and customary events of default including, but not limited to, failure to make payments when due under the Convertible Note, failure to comply with certain covenants contained in the Convertible Note, or bankruptcy or insolvency of the Company. After the occurrence of any Event of Default (as defined in the Convertible Note) that results in the eventual acceleration of the Convertible Note, the interest rate on the Convertible Note will accrue at an additional interest rate equal to the lesser of 18.0% per annum or the maximum rate permitted under applicable law, shall be compounded daily, and shall be due and payable on the first Trading Day of each calendar month during the continuance of such Event of Default. All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to 18% per annum. The shares of Common Stock issuable upon conversion of the Convertible Note were offered and sold to the Investor in reliance upon exemption from the registration requirements under Section 3(a)(9) under the Securities Act of 1933, as amended. About DPW Holdings DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies that hold global potential. Through its wholly owned subsidiaries and strategic investments, the company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, crypto-mining, and textiles. In addition, the company owns a select portfolio of commercial hospitality properties and extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW Holdings, Inc.'s headquarters is located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663. DPW Holdings incurred a net loss of $10.89 million in 2017 following a net loss of $1.12 million in 2016. As of Sept. 30, 2018, the Company had $53.10 million in total assets, $25 million in total liabilities, and $28.09 million in total stockholders' equity. The report from the Company's independent accounting firm Marcum LLP, in New York, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DYNAMIC MRI: Feb. 12 Plan Confirmation Hearing ---------------------------------------------- The Disclosure Statement explaining Dynamic MRI & 3D CT CSP's Chapter 11 Plan is conditionally approved. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan and of such objections as may be made to either will be held on February 12, 2019 at 10:00 AM at the U.S. Bankruptcy Court, U.S. Post Office and Courthouse Building, 300 Recinto Sur, Courtroom No. 2, Second Floor, San Juan, Puerto Rico. Any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan will be filed on/or before ten (10) days prior to the date of the hearing on confirmation of the Plan. Dynamic MRI has been providing radiology services to the area of Guaynabo, Puerto Rico since its inception in 2009. Class 3 under the plan consists of general unsecured creditors. After reconciling the claims, the Debtor estimates that the claims under this class is $445,785.13. Members of this class will receive 10% of their allowed claims in equal monthly installments to be paid within 60 months. The proposed plan will be funded with income obtained from the operations of the Debtor, an overpayment with Hacienda, insurance proceeds from Hurricane Maria and collection of Accounts Receivables. A copy of the Disclosure Statement is available at https://tinyurl.com/ybtfklej from Pacermonitor.com at no charge. About Dynamic MRI & 3D CT CSP Dynamic MRI & 3D CT CSP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 18-02525) on May 7, 2018. In the petition signed by its president, Manuel R. Prats, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Enrique S. Lamoutte Inclan presides over the case. The Debtor is represented by Carmen D. Conde Torres, Esq. of C. Conde & Associates. EDGEWATER GENERATION: S&P Rates $1.025MM Term Loan B Due 2025 'BB' ------------------------------------------------------------------ S&P Global Ratings noted that Starwood Energy Group and its infrastructure funds, through a special purpose entity called Edgewater Generation LLC, raised a seven-year $925 million senior secured term loan B in late 2018 to partially fund the acquisition of two combined-cycle, gas-fired power plants with a total nameplate capacity of 1,835 megawatts (MW) from Dominion Energy Inc. S&P is assigning its 'BB' issue-level rating and '2' recovery rating to Edgewater's $1.025 billion term loan B due 2025, $60 million revolving credit facility due 2023, and $65 million stand-alone letter of credit facility due 2023. S&P said, "Edgewater's credit quality is underpinned by our conservative view of spark spreads, driven by Edgewater's exposure to merchant risk, some cash flow visibility through capacity revenues in premium PJM regions, and the degree of cushion in the minimum debt service coverage under our forecast that includes refinancing, relative to the amount of project debt placed on its balance sheet. S&P Global Ratings expects Starwood to acquire the West Lorain asset from FirstEnergy pursuant to the section 363 sale process. To partially fund the acquisition, Starwood will exercise the $100 million accordion feature under Edgewater's existing senior secured term loan B. In our opinion, the addition of West Lorain to the portfolio is credit neutral. We initially assigned the preliminary rating to the term loan B in late 2018, and we are now assigning final ratings based on our review of the executed transaction documents, which conform to our requirements. We do not expect any material changes to Edgewater's transaction documents or any deterioration in financial metrics as a result of the West Lorain acquisition. "The stable outlook reflects our expectation that the project will execute and complete the scheduled major maintenance work in 2019 within budget, and that at least $25 million of the term loan, excluding the mandatory principal payments, will be paid down through excess cash flow sweep during the first year after financial close. We anticipate DSCR to be under 1.85x in 2019 due to the scheduled major maintenance but an average of 2.00x coverage over the seven-year debt tenor. "We could consider a downgrade if the project is unable to consistently maintain a minimum DSCR of 1.75x post the major maintenance work in 2019. This could stem from unfavorable spark spreads due to weaker-than-expected market conditions that result in lower operating cash flows or unforeseen technical challenges or extended planned outages, thus placing the assets offline for an extensive period. We could also lower the rating if the project fails to pay down the term loan B meaningfully through the excess cash flow sweep. "We would consider an upgrade if we believed the project could achieve a minimum DSCR of 2.2x in all years of our base-case projection, including the refinancing period. Such improvement to the coverage ratios would likely arise from favorable market conditions that could substantially influence the power, natural gas, and capacity prices in PJM and ISO-NE for an extended period." EEI ACQUISITION: Plan Confirmation Hearing Scheduled for Feb. 12 ---------------------------------------------------------------- Bankruptcy Judge Arthur I. Harris approved EEI Acquisition Corp. and P&G Capital, LLC's disclosure statement referring to their amended disclosure statement dated Dec. 10, 2018. The confirmation hearing to consider the request of the Debtors for confirmation of the Joint Plan will be held on Feb. 12, 2019, at 10:00 a.m. (prevailing Eastern Time) in the United States Bankruptcy Court for the Northern District of Ohio, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Courtroom 1A, Cleveland, Ohio 44114- 1235. Feb. 11, 2019 is fixed as the last day for filing and serving written objection or report to the Debtors' request for confirmation of the Joint Plan The deadline for the receipt of ballots accepting or rejecting the Joint Plan will be Feb. 8, 2019. About EEI Acquisition Corp. EEI Acquisition Corp., d/b/a Engineered Endeavors -- http://www.engend.com/-- designs and manufacturers tapered steel pole structures for utility, transmission, substation, wireless and disguised applications. EEI Acquisition Corp., d/b/a Engineered Endeavors, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 18-13963) on July 3, 2018. In the petition was signed by Patrick H. Deloney, president, the Debtor disclosed total assets of $2.71 million and total liabilities of $8.88 million. The case is assigned to Judge Arthur I. Harris. Thomas W. Coffey, Esq. of Coffey Law LLC, is the Debtor's counsel. EXGEN RENEWABLES IV: S&P Lowers ICR to 'B', On Watch Negative ------------------------------------------------------------- S&P Global Ratings is lowering its issuer credit rating on ExGen Renewables IV LLC (EGR IV) to 'B' from 'BB'. S&P is lowering the senior secured debt rating to 'B' from 'BB+', and revising the recovery rating to '3' (rounded estimate: 55%) from '2' (rounded estimate: 70%), reflecting a revision to its view of the likely path to default. The ratings remain on CreditWatch with negative implications. S&P said, "The downgrade reflects our view of default risk at EGR IV, potential loss of 40% of its cash flows, and our reassessment of its business risk profile. Our assessment of the ratings reflects AVSR's risks in a PG&E bankruptcy, which are negligible if PG&E affirms its AVSR PPA and meaningful if it were to renegotiate key pricing terms or move to cancel the contract." AVSR sells all its output to PG&E under a long-term PPA through 2039 at an above-market-average price. The CreditWatch negative placement reflects EGR IV's indirect exposure to PG&E through its ownership of AVSR, which contributes 40%-45% of EGR IV's cash flows and, if it were to default, will cross default under EGR IV's lending documents. There is uncertainty as to whether PG&E may look to reject or renegotiate its renewable power purchase agreements (PPAs), including that with AVSR. S&P said, "As a result, we view EGR IV's business risk as weakened to fair from satisfactory. Because PG&E's bankruptcy will trigger an AVSR distribution lockup, EGR IV's financial metrics will also weaken, although we view it to have sufficient liquidity to avoid meaningful risk of missing its quarterly interest and modest principal payments. On a comparable basis, we view EGR IV as more exposed to PG&E than other rated project developer peers, and we apply a one-notch comparable peer adjustment to arrive at the rating. PG&E's bankruptcy filing would trigger an event of default at AVSR, which we expect lenders and the guarantor will have incentives to waive." But should AVSR ultimately file for bankruptcy due to PG&E successfully rejecting their PPA, this would trigger a cross default of EGR IV's $850 million term loan B due Nov. 28, 2024. FLEXERA SOFTWARE: Moody's Affirms B3 CFR & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service affirmed Flexera Software LLC's B2 Corporate Family Rating, B2-PD Probability of Default Rating, B1 first lien rating and Caa1 second lien rating. The rating outlook was revised to stable from negative. RATINGS RATIONALE The change in outlook to stable from negative reflects Flexera's solid business execution during 2018, resulting in organic growth of 12% (pro forma for acquisitions) and EBITDA margin expansion. Despite the closing of three acquisitions in 2018 that were largely debt-financed, Flexera's credit metrics remain in line with the rating category due to EBITDA growth. Moody's expects continued organic growth in 2019, albeit at a somewhat moderated pace. Margin expansion is also expected to continue in 2019, driven in part by cost savings actions in the company's software vendor business. The B2 CFR reflects Flexera's relatively high leverage of approximately 5.7x as of December 31, 2018 (pro forma for acquisitions), limited scale, and risks associated with the company's acquisition strategy. The rating also considers the relatively narrow suite of core product categories, high degree of competition in the company's core offerings, and limited growth potential in some of the products. The rating is supported by positive secular trends driving growth in the software asset management sector, solid growth profile of Flexera's core products, broad base of large enterprise customers, high proportion of recurring revenue, and stickiness of solutions with solid retention rates. While continued organic growth and margin expansion are projected to result in solid EBITDA growth in 2019, Moody's expects that Flexera will continue to focus on acquisitions as a priority for its capital allocation strategy, creating potential for additional debt-financed acquisition activity. As such, leverage may not decline in 2019 . A judicious approach to the acquisition strategy remains critical for the rating. The ratings could be upgraded if Flexera increases revenue scale and sustains leverage of about 4.5x. The ratings could be downgraded if Flexera fails to grow organically and pursues aggressive financial policies, or if leverage exceeds 6.5x and free cash flow to debt declines to low single digits on a sustained basis. Flexera's good liquidity position is supported by approximately $58 million in cash balances as of December 31, 2018 and its expectation that the company will generate free cash flow of roughly $70 million in 2019. Flexera's liquidity is also supplemented by a $25 million revolving credit facility which is currently undrawn. The B1 ratings for Flexera's first lien senior secured term loan and revolver, one notch above the B2 Corporate Family Rating, reflect their senior most position in the capital structure and size relative to the second lien debt. The first lien senior secured term loan and revolver are secured by a first lien pledge of substantially all the tangible and intangible assets of the borrower and its domestic subsidiaries. The Caa1 rating on the second lien secured term loan, two notches below the B2 Corporate Family Rating, reflects the significant amount of first lien debt ahead of it in the capital structure. The following ratings were affirmed: Issuer - Flexera Software LLC Corporate Family Rating - B2 Probability of Default Rating - B2-PD Senior secured first lien revolving credit facility - B1 (LGD3) Senior secured first lien term loan credit facility - B1 (LGD3) Senior secured second lien term loan credit facility - Caa1 (LGD6) Outlook -- Stable from Negative The principal methodology used in these ratings was Software Industry published in August 2018. With revenue of approximately $380 million in 2018 (pro forma for acquisitions), Flexera is a provider of software asset management software to enterprise customers and software vendors. GASTAR EXPLORATION: Emerges From Bankruptcy ------------------------------------------- BankruptcyData.com reported that Gastar Exploration Inc., et al., filed a notice their Amended Joint Prepackaged Chapter 11 Plan of Reorganization became effective as of January 22, 2019. The Plan was previously confirmed by the Bankruptcy Court on December 21, 2018. In a press release announcing the (former) Debtors emergence from Chapter 11, the Company stated, "Through this process, the Company has significantly enhanced its financial position by eliminating more than $350 million of debt and preferred equity obligations from its balance sheet. Pursuant to the Plan, the Company also converted its corporate form from a Delaware corporation to a Delaware limited liability company and, therefore, is now known as Gastar Exploration LLC. "The Company completed an effective balance sheet restructuring that involved a debt-for-debt exchange, a debt-to-equity conversion, and a cash payment to holders of the Company's existing preferred and common equity. The Company emerged from bankruptcy with a significantly stronger balance sheet and renewed ability to focus on creating value from its compelling asset base." Prepackaged Plan of Reorganization The Plan contemplates Gastar effectuating certain restructuring transactions whereby, among other things, Gastar Merger Sub LLC, a newly formed Delaware limited liability company ("Merger Sub"), merged with and into Gastar (the 'Merger'), with Gastar surviving the merger (Gastar, as the surviving entity, the 'Company' or "Reorganized Gastar'). As a result of the Merger, all outstanding equity interests of Merger Sub were converted into 100% of the outstanding capital stock in Reorganized Gastar (the 'Gastar Stock') and Reorganized Gastar became a direct, wholly-owned subsidiary of Gastar Topco Holdings LLC ('Topco'). Immediately thereafter, Topco contributed 100% of the Gastar Stock to Gastar Midco Holdings LLC ('Midco') in exchange for all of the limited liability company interests in Midco, and Midco, in turn, contributed 100% of the Gastar Stock to Gastar Holdco LLC ('Holdco') in exchange for all of the limited liability company interests in Holdco. As a result of the foregoing, Reorganized Gastar became a direct, wholly-owned subsidiary of Holdco, Holdco became a direct, wholly-owned subsidiary of Midco and Midco became a direct, wholly-owned subsidiary of Topco. First Lien Exit Facility Pursuant to the Plan, Reorganized Gastar entered into a $100 million, delayed draw first lien term loan credit facility (the 'First Lien Exit Facility') dated as of the Effective Date, by and among Reorganized Gastar, the lenders party thereto, and the administrative agent thereunder. As of the Effective Date, approximately $20 million was outstanding under the First Lien Exit Facility. The First Lien Exit Facility matures 5 years after the Effective Date. At the election of Reorganized Gastar, borrowings under the First Lien Exit Facility will bear interest at the rate of either (a) the Adjusted LIBOR Rate plus 6.00% per annum (subject to a 2.00% LIBOR floor) if paid in cash or (b) the Adjusted LIBOR Rate plus 8.00% per annum (subject to a 2.00% LIBOR floor) if paid in-kind, in each case, payable quarterly. During the continuance of an event of default, past due amounts under the First Lien Exit Facility will bear interest at an additional 3.00% per annum above the interest rate otherwise applicable. Borrowings under the First Lien Exit Facility are secured by a first priority lien on the assets of Reorganized Gastar. The First Lien Exit Facility contains customary affirmative and negative covenants and events of default for credit facilities of this nature. Midco Exit Facility Pursuant to the Plan, Midco entered into a $200 million term loan credit facility (the 'Midco Exit Facility') dated as of the Effective Date, by and between Midco and AF V Energy I Holdings, L.P. The Midco Exit Facility matures 5 years after the Effective Date. At the election of Midco, borrowings under the Midco Exit Facility will bear interest at the rate of either (a) the Adjusted LIBOR Rate plus 8.00% per annum (subject to a 2.00% LIBOR floor) if paid in-kind or (b) the Adjusted LIBOR Rate plus 6.00% per annum (subject to a 2.00% LIBOR floor) if paid in cash, in each case, payable quarterly. During the continuance of an event of default, past due amounts under the Midco Exit Facility will bear interest at an additional 3.00% per annum above the interest rate otherwise applicable. Borrowings under the Midco Exit Facility are unsecured. The Midco Exit Facility contains customary affirmative and negative covenants and events of default for credit facilities of this nature. The classes, claims, voting rights and expected recoveries under the Plan are: Class 1 ("Other Secured Claims") is unimpaired, deemed to accept and not entitled to vote on the Plan. Estimated recovery is 100%. Class 2 ("Other Priority Claims") is unimpaired, deemed to accept and not entitled to vote on the Plan. Estimated recovery is 100%. Class 3 ("Hedge Party Claims") is impaired and entitled to vote on the Plan. Holders will receive cash in an amount equal to 100% of the Allowed amount, with payments to be made in installments. Class 4 ("Statutory Lien Claims") is impaired and entitled to vote on the Plan. Holders will receive cash in an amount equal to 100% of the Allowed amount in two 50% installments, one on the effective date and one six months later. Class 5 ("Term Loan Claims") is impaired and entitled to vote on the Plan. Holders shall receive (i) only to the extent there is remaining availability under the Second Lien Exit Facility after the refinancing and satisfaction of all Allowed DIP Claims in accordance with Article II.B of this Plan, its Pro Rata share of participation in such remaining availability under the Second Lien Exit Facility in an equal face amount not to exceed $200 million; and (ii) to the extent there are remaining Allowed Class 5 Claims not refinanced or otherwise satisfied pursuant to the Second Lien Exit Facility (which remaining amounts shall constitute Equitized Senior Obligations), its Pro Rata share (measured by reference to the aggregate amount of Equitized Senior Obligations, Second Lien Notes Claims, and, as applicable upon the occurrence of a DIP Toggle Event, General Unsecured Claims) of 100% of the New Common Equity, subject to dilution on account of, as applicable, the Management Incentive Plan and the New Warrants. Class 6 ("Second Lien Notes Claims") is impaired and entitled to vote on the Plan. Holders will receive 100% of the New Common Equity, subject to dilution on account of, as applicable, the Management Incentive Plan and the New Warrants. Class 7 ("General Unsecured Claims") is unimpaired, deemed to accept and not entitled to vote on the Plan. Holders will receive cash in an amount equal to such Allowed General Unsecured Claim. Class 8 ("Intercompany Claims") is unimpaired/impaired, deemed to accept/reject and not entitled to vote on the Plan. Estimated recovery is 0%. Class 8 Claims shall be, at the option of the Debtor, with the consent (such consent not to be unreasonably withheld) of the Consenting Parties, either Reinstated or cancelled and released without any distribution. Class 9 ("Interests in Debtors other than Gastar") is unimpaired/impaired, deemed to accept/reject and not entitled to vote on the Plan. Estimated recovery is 0%. Class 9 Claims shall be, at the option of the Debtor, with the consent (such consent not to be unreasonably withheld) of the Consenting Parties, either Reinstated or cancelled and released without any distribution. Class 10 ("Existing Preferred Interests") is impaired, deemed to reject and not entitled to vote on the Plan. Holders will receive their pro rata share of cash in an amount equal to $150,000. Class 11 ("Existing Common Interests and Subordinated Securities Claims") is impaired, deemed to reject and not entitled to vote on the Plan. Other than the Ares Equity, holders shall receive their pro rata share of cash in an amount equal to $150,000. About Gastar Exploration Houston, Texas-based Gastar Exploration Inc. (otcqb:GSTC) -- http://www.gastar.com/-- is a pure play Mid-Continent independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids. Gastar's principal business activities include the identification, acquisition and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. Gastar holds a concentrated acreage position in what is believed to be the core of the STACK Play, an area of central Oklahoma which is home to multiple oil and natural gas-rich reservoirs including the Meramec, Oswego, Osage, Woodford and Hunton formations. As of Sept. 30, 2018, Gastar Exploration disclosed $341,500,000 in total assets and $453,800,000 in liabilities. Gastar Exploration, Inc., and Northwest Property Ventures LLC sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-36057 and 18-36059) on Oct. 31, 2018. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Tudor Pickering Holt & Co. Advisors LP and Perella Weinberg Partners LP as financial advisors; Opportune LLP as restructuring advisor; and BMC Group Inc. as claims agent. GREEN PHARMACEUTICALS: Seeks to Hire Howard Fox as Accountant ------------------------------------------------------------- Green Pharmaceuticals, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire an accountant. The Debtor proposes to employ Howard Fox, a certified public accountant, to review its financial records; prepare tax returns; help determine whether a bankruptcy loan is appropriate, and if so, assist the Debtor to obtain the loan; and provide other accounting services related to its Chapter 11 case. Mr. Fox will charge an hourly fee of $300. The bookkeeper rate is $100 per hour. In a court filing, Mr. Fox disclosed that he is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Mr. Fox maintains an office at: Howard Fox 5835 Kanan Road Agoura Hills, CA 91301 Phone: (818) 879-0600 About Green Pharmaceuticals Green Pharmaceuticals, Inc. -- https://www.snorestop.com/ -- is a privately-held company in Camarillo, California offering its flagship brand SnoreStop, an easy-to-use sprays and tablets that help people to experience a good night's sleep. SnoreStop the only medically proven over-the-counter natural solution to snoring that is not a device. Green Pharmaceuticals, based in Camarillo, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-12087) on Dec. 19, 2018. In the petition signed by Dominique De Rivel, president and CEO, the Debtor disclosed $380,735 in assets and $3,951,007 in liabilities. The Hon. Deborah J. Saltzman oversees the case. Steven R. Fox, Esq., at The Fox Law Corporation, Inc., serves as the Debtor's bankruptcy counsel. HEART OF FLORIDA: Seeks to Hire Buddy D. Ford as Legal Counsel -------------------------------------------------------------- Heart of Florida Cardiovascular Center, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to hire Buddy D. Ford, P.A. as its legal counsel. The firm will advise the Debtor regarding its powers and duties in the continued operation of its business and management of its property; represent the Debtor in negotiation with its creditors in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. The firm's standard hourly rates are: Buddy D. Ford, Esq. $425 Sr. Associate Attorneys $375 Jr. Associate Attorneys $300 Paralegals $150 Jr. Paralegals $100 Buddy Ford, Esq., attests that his firm does not represent any interest adverse to Debtor and its bankruptcy estate in matters upon which it is to be engaged. The firm can be reached through: 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 E-mail: All@tampaesq.com About Heart of Florida Cardiovascular Center LLC Heart of Florida Cardiovascular Center, LLC operates a medical and diagnostic laboratory in Haines City, Florida. Heart of Florida Cardiovascular Center, LLC filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-00249) on January 11, 2019. In the petition signed by Nancy Kastner, manager, the Debtor disclosed $358,125 in assets and $1,267,014 in liabilities. Buddy D. Ford, P.A., is the Debtor's legal counsel. HILL ENTERPRISES: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Hill Enterprises of NW FL, Inc. as of Jan. 22, according to a court docket. About Hill Enterprises of NW FL Hill Enterprises of NW FL, Inc., which conducts business under the name Fishale Tap House and Grill, operates a seafood restaurant in Panama Beach, Florida. Hill Enterprises of NW FL sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-50325) on Dec. 4, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case is assigned to Judge Karen K. Specie. The Debtor tapped Charles M. Wynn Law Offices, P.A., as its legal counsel. HOSNER HOLDINGS: Taps Belger & Associates as Accountant ------------------------------------------------------- Hosner Holdings, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Belger & Associates, P.C. as its accountant. The firm will provide these services: a. provide business bankruptcy accounting support services; b. hold consultations on projections and management of Debtor as a going concern; c. train principals of Debtor in the ongoing management of its business at a substantially reduced cost; and d. prepare reports required by the court and creditors, tax returns, and provide assistance to the Debtor's bankruptcy counsel. The firm's hourly rates range from $100 to $225 per hour. Earl Belger, the firm's accountant who will be providing the services, charges an hourly fee of $175. Mr. Belger attests that he is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Earl R. Belger, CPA Belger & Associates, P.C. 31485 Groesbeck Highway, Suite A Fraser, MI 48026 Phone: (586) 285-8291 Toll Free: (888) 323-1931 Fax: (586) 285-9433 About Hosner Holdings Hosner Holdings, Inc., owns and operates a real estate company that specializes in the marketing, listing and selling of new and resale homes, residential communities, condominiums, undeveloped land, and commercial and investment opportunities. Hosner Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-55404) on Nov. 14, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Thomas J. Tucker oversees the case. The Debtor tapped Maxwell Dunn, PLC as its legal counsel. INSCOPE INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: InScope International, Inc. 12018 Sunrise Valley Drive, Suite 100 Reston, VA 20191 Business Description: InScope International, Inc. is a provider of management, scientific, and technical consulting services. InScope combines technology and staffing expertise to serve clients that address complex issues in both the private and public sectors. Since 2002, the Company has grown its expertise from a specialized, regional technology staffing firm to a diversified consulting and integration company. https://www.inscopeinternational.com/ Chapter 11 Petition Date: January 23, 2019 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Case No.: 19-10230 Judge: Hon. Klinette H. Kindred Debtor's Counsel: Kristen E. Burgers, Esq. HIRSCHLER FLEISCHER PC 8270 Greensboro Drive, Suite 700 Tysons Corner, VA 22102 Tel: (703) 584-8364 Fax: (703) 584-8901 E-mail: kburgers@hirschlerlaw.com kburgers@hirschler.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael G. Bruce, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/vaeb19-10230_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/vaeb19-10230.pdf KADMON HOLDINGS: Appoints Former Ipsen CEO to Board of Directors ---------------------------------------------------------------- Kadmon Holdings, Inc., has appointed Cynthia Schwalm to its Board of Directors. Ms. Schwalm has extensive pharmaceutical industry experience, having held management roles at Johnson & Johnson, Amgen and Eisai, and most recently served as president and CEO of Ipsen North America. "Cynthia is an accomplished pharmaceutical executive who brings strong cross-functional operational and commercialization expertise to Kadmon," said Harlan W. Waksal, M.D., president and CEO at Kadmon. "Cynthia has a demonstrated track record of cultivating successful businesses and implementing tactical changes to drive transformative growth. We are pleased to welcome Cynthia and believe that her fresh perspectives, combined with the experience of our Board and senior management team, will augment Kadmon's capabilities, board leadership and guidance to bring promising new therapies to market." Ms. Schwalm currently serves as the owner of EIR Advisory LLC, a healthcare-focused strategic partnership and investment company, and as a member of the board of directors at G1 Therapeutics and Caladrius Biosciences. Ms. Schwalm served as president and CEO of Ipsen Biopharmaceuticals North America from 2014 through 2017. Prior to joining Ipsen, Ms. Schwalm spent two years in various acting COO and C-suite consulting roles for emerging biotechnology and pharmaceutical companies. Prior to these roles, Ms. Schwalm served as president of Eisai Pharmaceuticals from 2008 to 2010, and as executive director from 2003 to 2005 and vice president from 2005 to 2008 at Amgen, where she ran their oncology business. From 1985 to 2003, Ms. Schwalm held multiple commercial roles, domestically and internationally, at Johnson & Johnson. Ms. Schwalm started her career in oncology and critical care nursing. Ms. Schwalm received her MBA from the Wharton School of the University of Pennsylvania and her B.S.N. from the University of Delaware. Ms. Schwalm is a member of the National Association of Corporate Directors. About Kadmon Holdings Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com/ -- is a fully integrated biopharmaceutical company developing innovative product candidates for significant unmet medical needs. The Company's product pipeline is focused on inflammatory and fibrotic diseases. Kadmon Holdings reported a net loss attributable to common stockholders of $81.69 million in 2017, a net loss attributable to common stockholders of $230.5 million in 2016, and a net loss attributable to common stockholders of $147.1 million in 2015. As of Sept. 30, 2018, the Company had $177.7 million in total assets, $49.83 million in total liabilities and $127.88 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, noting that the Company has suffered recurring losses from operations and expects losses to continue in the future that raise substantial doubt about its ability to continue as a going concern. KENNY STRANGE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Kenny Strange Electric, Inc. 2436 N. East Avenue Panama City, FL 32405 Business Description: Kenny Strange Electric, Inc., founded in 2004, provides electrical work and services. Chapter 11 Petition Date: January 23, 2019 Court: United States Bankruptcy Court Northern District of Florida (Panama City) Case No.: 19-50012 Debtor's Counsel: Daniel E. Etlinger, Esq. DAVID JENNIS, P.A. DBA JENNIS LAW 606 East Madison Street Tampa, FL 33602 Tel: 813-229-2800 E-mail: detlinger@jennislaw.com ecf@jennislaw.com Total Assets: $2,405,817 Total Liabilities: $790,920 The petition was signed by Kenny Strange, 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/flnb19-50012.pdf L REIT LTD: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 cases of L Reit, Ltd. and Beltway 7 Properties, Ltd. as of Jan. 23, according to a court docket. About L REIT Ltd. and Beltway 7 Properties Ltd. L REIT, Ltd. is a privately-held lessor of real estate based in Houston, Texas. Its principal assets are located at 7900, 7904, 7906, 7908, 7840, and 7850 N. Sam Houston Parkway, and 10740 N. Gessner Road, Houston, Texas. Beltway 7 Properties, Ltd. retains a 99% ownership interest in L Reit and is its sole limited partner. L REIT and Beltway 7 Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 18-36881) on December 5, 2018. At the time of the filing, L REIT estimated assets of $50 million to $100 million and liabilities of $50 million to $100 million. Beltway estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The cases have been assigned to Judge David R. Jones. The Debtors tapped Hoover Slovacek LLP as their legal counsel. LA STEEL SERVICES: Seeks to Hire Aldrich to Provide Tax Services ---------------------------------------------------------------- LA Steel Services, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Aldrich CPAs + Advisors LLP. The firm will assist the Debtor in the preparation of its corporate tax returns for the year ended December 31, 2018. Aldrich CPAs has agreed to provide services for a fee of not to exceed $3,500. Kyle Kamerlander, a partner at Aldrich CPAs, 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: Kyle Kamerlander Aldrich CPAs + Advisors LLP 5946 Priestly Drive, Suite 200 Carlsbad, CA 92008 Phone: 619.810.4940 Email: info@aldrichadvisors.com About LA Steel Services Inc. LA Steel Services, Inc. -- http://www.lasteelservices.com/-- is a construction company in Corona, California, specializing in heavy highway and bridge construction and public or civil works infrastructure. It also offers reinforcing steel design consultations, value engineering, and constructability review. LA Steel Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-15841) on July 12, 2018. In the petition signed by Pamela Lee Albright, president, the Debtor disclosed $5.15 million in assets and $3.51 million in liabilities. Judge Mark D. Houle oversees the case. The Debtor tapped Shulman Hodges & Bastian LLP as its legal counsel. LAMAR MEDIA: Moody's Rates Proposed $250MM Sr. Notes Due 2026 Ba2 ----------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Lamar Media Corporation's proposed $250 million senior notes due 2026. The Baa3 rating on the senior secured credit facility, Ba2 rating on the existing senior unsecured notes, and Ba3 rating on the senior subordinated notes are unchanged. Parent company, Lamar Advertising Company's corporate family rating is also unchanged and the outlook remains stable. The terms of the proposed senior note are expected to be identical to the 5.75% senior notes due 2026 with the proceeds used to partially paydown the revolving credit facility to $75 million from $320 million currently and pay transaction related expenses. Pro forma leverage is expected to be 4.1x as of Q3 2018 (excluding Moody's standard adjustments for lease expenses). The company drew on its revolving credit facility in addition to borrowing $175 million from a new A/R securitization facility to fund the acquisition of billboards in five markets from Fairway Outdoor Advertising, LLC for $418.5 million in December 2018. The company's revolving credit facility due May 2022 was also recently upsized to $550 million from $450 million. Assignments: Issuer: Lamar Media Corporation Proposed $250 million senior unsecured note due 2026, Assigned Ba2 (LGD4) RATINGS RATIONALE Lamar Advertising Company (Lamar) (Ba2 CFR) benefits from its market presence as one of the largest outdoor advertising companies in the US, the high-margin business model, and strong free cash flow generation prior to dividend payments. The company operates as a REIT and is expected to distribute to shareholders the vast majority of its free cash flow. After several years of directing free cash flow to debt reduction, the company has been more acquisitive in recent years and there is the potential for additional debt financed acquisitions. Significant debt reduction in 2010, 2011 and 2013 as well as continuing EBITDA growth has led to a reduction in leverage from 6.4x in 2009 to 4.1x pro forma for the transaction as of Q3 2018 (excluding Moody's lease adjustments). While leverage levels have declined from prior year highs, it has increased modestly following recent debt funded acquisitions which leaves little room at the existing ratings level for additional leveraging transactions or weakness in operating results. The ability to convert traditional static billboards to digital provides growth opportunities as well as the potential for higher EBITDA margins. However, as the company transitions static boards to digital, the company will be more sensitive to changes in advertising demand given the shorter term contract period compared to static boards. This may lead to more volatility in earnings during periods of economic weakness than what was experienced historically when its assets were more likely to be subject to longer term contracts. As a pure play outdoor advertising company, Lamar provides mainly local advertising and derives revenues from a diversified customer base, with no single advertiser accounting for more than 1% of the company's billboard advertising revenue. Lamar has demonstrated discipline historically in managing operating expenses and capital expenditures, which resulted in strong free cash flow generation during the economic downturn in 2008 and 2009. Compared to other traditional media outlets, the outdoor advertising industry is not likely to suffer from disintermediation and benefits from restrictions on the supply of billboards which help support advertising rates and high asset valuations. The speculative grade liquidity rating of SGL-2 reflects its expectation that Lamar will maintain a good liquidity position over the next year. The pro forma cash balance is expected to be approximately $10 million as of Q3 2018 and the company will have access to its recently upsized $550 million revolver due in May 2022 which is projected to have $75 million drawn following the $245 million repayment from the proposed senior note. The company also recently put in place a $175 million A/R securitization facility that was used to help fund the acquisition of assets from Fairway. Moody's expects the company to spend about $110 million on capex during 2018, in line with $109 million spent in 2017, and payout approximately $361 million for dividends declared in 2018 (excludes dividend paid in January 2018 related to the prior year).The company has an At-the-Market offering program which sold $15 million in equity YTD as of Q3 2018 and an additional $27 million on October 2, 2018. The company has required amortization payments on the term loan A and B, but there are no required excess free cash flow payments. Lamar's secured debt covenant ratio is 3.5x and Moody's expects the company to maintain a significant cushion of compliance. The company also has the ability to issue unlimited incremental term loan debt as long as the secured debt ratio is not greater than 3.5x. The $535 million senior subordinated note due 2023 became callable in May 2018. The rating outlook is stable due to its expectation of organic revenue and EBITDA growth in the low to mid single digit percentage range over the next 12 months. Moody's also anticipates that the company's cash flow will be directed to dividends, additional acquisitions, or the repayment of its outstanding revolver balance. While leverage is expected to decline modestly from current levels, it has the potential to be impacted by future acquisitions given its projection for further consolidation in the US outdoor adverting industry. Additional debt funded acquisitions may lead to negative rating pressure, but Moody's notes the company has publically expressed interest in issuing equity to help fund any significant future acquisitions. The required distribution of 90% of taxable income from a REIT qualified subsidiary and elevated leverage levels for the rating limit upward rating pressure. However, an upgrade could occur if leverage was maintained below 2.5x on a sustained basis (excluding Moody's standard lease adjustments) with confidence that the board of directors intended to maintain leverage below this level. Also required would be a balanced financial policy between debt and equity holders, free cash flow after distributions of 10% of debt, and a good liquidity position. A ratings downgrade would occur if leverage was sustained above 4x (excluding Moody's standard lease adjustment) over the next year due to a debt financed acquisition or a material decline in advertising spend. Failure to maintain an adequate liquidity position or elevated risk of a covenant violation could also lead to negative rating pressure. A refinancing of the existing $535 million senior subordinated notes due 2023 (callable as of May 2018) with additional secured or senior unsecured debt could also result in a downgrade of the existing senior secured or senior unsecured debt ratings. Lamar Advertising Company (Lamar), with its headquarters in Baton Rouge, Louisiana, is one of the leading owner and operators of advertising structures in the U.S. and Canada. The company generated revenues of approximately $1.6 billion in the LTM period ending Q3 2018. The principal methodology used in these ratings was Media Industry published in June 2017. LAMAR MEDIA: S&P Cuts Rating on $535MM Subordinated Debt to 'B+' ---------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on the $535 million of senior subordinated debt issued by Lamar Advertising Co.'s subsidiary Lamar Media Corp. to 'B+' from 'BB-'. At the same time, S&P revised its recovery rating on the debt to '6' from '5'. The '6' recovery rating indicates its expectation for negligible recovery (0%-10%; rounded estimate: 0%) of principal in a payment default. The downgrade reflects the increased amount of priority debt in the company's capital structure following the proposed $250 million add-on to its $400 million 5.75% senior unsecured notes due 2026. The company plans to use the proceeds from the proposed add-on to pay down its revolving credit facility. At the close of the transaction, S&P expects the company to have $75 million outstanding on this facility, which was recently increased to $550 million from $450 million. S&P said, "Our 'BB' issuer credit rating on Lamar remains unchanged because the proposed transaction will not increase its leverage. We expect the company's leverage to decline to the 4.2x-4.4x range in 2019, the same range that the company has historically operated in, from around 4.5x currently due to modest EBITDA growth. We expect Lamar to experience organic revenue growth of around 3% in 2019 due to the rollout of additional digital displays, which will support a modest improvement in its EBITDA margins because they have higher display yields than static billboards." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors After the proposed issuance, Lamar's debt capitalization will consist of a $175 million priority class accounts receivable (AR) securitization program due 2021, a senior secured class (comprising a $550 million revolving credit facility due 2022, a $450 million term loan A due 2022, and a $600 million term loan B due 2025), a senior unsecured class ($510 million of 5.375% senior notes due 2024 and $650 million of 5.75% senior notes due 2026), and a senior subordinated class ($535 million of 5% senior subordinated notes due 2023). The AR securitization program, the revolving credit facility, and the term loan A are unrated. The senior secured credit facility is secured by a perfected first-priority security interest on all tangible and intangible assets (subject to 65% of the voting stock of first-tier foreign subsidiaries and other excluded assets). The senior secured debt benefits from a priority claim on the collateral. S&P assumes this represents most of its net emergence value. The senior subordinated notes are contractually subordinated to the senior unsecured noteholders and the senior secured lenders and would rank junior to them in a payment waterfall. Simulated default assumptions -- S&P's simulated default scenario contemplates a default occurring in 2024 due to a significant decline in the company's cash flow because of a prolonged economic downturn that leads to reduced advertising spending and increased competition from alternative media. -- Other default assumptions include an 85% draw on the revolving credit facility, LIBOR is 2.5%, the spread on the revolving credit facility and term loans increases to 5% as covenant amendments are obtained, and all debt includes six months of prepetition interest. -- S&P expects that Lamar would be reorganized in the event of a default given the importance of outdoor advertising to advertisers' marketing mix and the company's desirable site locations in small- to mid-size markets. Simplified waterfall -- EBITDA at emergence: About $360 million -- EBITDA multiple: 7.5x -- Gross recovery value: About $2.69 billion -- Net recovery value after administrative expenses (5%): About $2.56 billion -- Value available for secured debt (after priority claims): About $2.39 billion -- Senior secured debt: About $1.35 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Value available for senior unsecured debt: About $1.03 billion -- Senior unsecured debt: About $1.19 billion --Recovery expectations: 50%-70% (rounded estimate: 65%*) -- Value available for senior subordinated debt: $0 -- Senior subordinated debt: About $548 million --Recovery expectations: 0%-10% (rounded estimate: 0%) S&P said, "While we estimate that the coverage for Lamar's senior unsecured debt is over 85% based on its current capital structure, we generally cap our recovery ratings on unsecured debt issued by companies that we rate 'BB-' or higher at '3'. We cap the ratings to account for the elevated risk that the noteholders' recovery prospects will be impaired due to the issuance of incremental debt prior to default." RATINGS LIST Ratings Unchanged Lamar Media Corp. Issuer Credit Rating BB/Stable/-- Senior Unsecured BB Recovery Rating 3(65%) Downgraded; Recovery Rating Revised To From Lamar Media Corp. Subordinated B+ BB- Recovery Rating 6(0%) 5(20%) LBI MEDIA: Willkie Farr, Morris Nichols Represent Noteholders ------------------------------------------------------------- In connection with the chapter 11 cases of LBI Media, Inc., et al., Willkie Farr & Gallagher LLP and Morris Nichols Arsht & Tunnell LLP on Jan. 15, 2019, submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure in connection with Counsel's representation of the Ad Hoc Group of Noteholders. Each member of the Noteholder Group holds, or is the beneficial holder of -- or investment advisor or manager to a beneficial holder of -- certain economic interests relating to the Debtors that comprise 11.5%/13.5% PIK Toggle Second Priority Secured Subordinated Notes due 2020, Series II, issued by LBI Media, Inc., and 11% Senior Notes due 2017, issued by LBI Media Holdings, Inc. The names of each member of the Noteholder Group, as well as the amount of each member's disclosable economic interests held as of January 15, 2019, are: Nature and Principal Member Amount of Holdings ------ ------------------ Caspian Capital LP 10 East 53rd Street 35th Floor New York, NY 10022 2nd Lien Notes: $72,675,871 Holdco Notes: $5,565,123 York Capital Management 767 Fifth Avenue, 17th Floor New York, NY 10153 2nd Notes: $49,469,958 Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 2nd Lien Notes: $45,387,078 Archview Investment Group LP 750 Washington Blvd. Stamford, CT 06901 2nd Lien Notes: $39,259,098 Latigo Partners, LP 450 Park Avenue, #1200 New York, NY 10022 2nd Lien Notes: $14,834,485 Kildonan Castle Asset Management 1540 Broadway, Suite 1030 New York, NY 10036 2nd Lien Notes: $13,666,601 Wells Fargo Securities, LLC Attn: Phil Waldier 550 S. Tryon Street 4th Floor Charlotte, NC 28202 2nd Lien Notes: $11,357,000 Riva Ridge Recovery Fund LLC 55 5th Avenue, Suite 1808 New York, NY 10003 2nd Lien Notes: $4,304,980 In June 2017, the Noteholder Group retained Willkie to represent them in connection with the Debtors' restructuring. The Noteholder Group retained Morris Nichols in November 2018, prior to the Debtors' bankruptcy filing in Delaware. The Co-Counsel can be reached at: Paige N. Topper, Esq. Robert J. Dehney, Esq. Andrew R. Remming, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, DE 19899-1347 Tel: 302-658-9200 Fax: 302-425-4673 E-mail: rehney@MNAT.com aremming@MNAT.com - and – Rachel C. Strickland, Esq. Paul V. Shalhoub, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, NY 10019 Tel: 212-728-8000 Fax: 212-728-9544 E-mail: rstrickland@willkie.com pshalhoub@willkie.com About LBI Media Headquartered in Burbank, California, LBI Media, Inc., is the largest privately held, minority-owned Spanish-language broadcaster in the United States. LBI owns 17 radio stations and 10 television stations plus the EstrellaTV Network. Jose Liberman founded the company in 1987, together with his son, Lenard Liberman. Shareholders include Jose Liberman, Lenard Liberman, Oaktree Capital, and Tinicum Capital. LBI Media Inc. and 17 related entities, including parent LBI Media Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-12655) on Nov. 21, 2018, to implement an agreement with 100% of the company's senior lenders to reduce LBI's debt by more than $350 million. Under the Plan, holders of first lien notes claims would receive interests in, or the proceeds of, an exit facility and 95% of the new equity interests in the reorganized debtors. The Honorable Christopher S. Sontchi is the case judge. Weil, Gotshal & Manges LLP is serving as the debtors' legal counsel. Richards, Layton & Finger, P.A., is the debtors' co-counsel. Guggenheim Securities, LLC, is serving as the debtors' investment banker. Alvarez & Marsal North America is serving as the debtors' financial advisor. EPIQ Corporate Restructuring, LLC, is the claims, noticing and solicitation agent, as well as the administrative advisor. On Dec. 4, 2018, the Office of the United States Trustee for Region 3 appointed an official committee of unsecured creditors. Squire Patton Boggs (US) LLP is lead counsel for the creditors' committee. Bayard, P.A. is the committee's co-counsel. Dundon Advisers LLC is the committee's financial advisor. LONG BLOCKCHAIN: Signs LOI Relating to the Sale of Tea Business --------------------------------------------------------------- Long Blockchain Corp. has entered into a non-binding letter of intent with ECC Ventures 2 Corp. and Long Island Beverages Corp., relating to the sale of Long Island Brand Beverages, LLC, the Company's wholly owned subsidiary through which it operates its ready-to-drink tea business, to ECC2 for a combination of cash and shares of ECC2. The Acquisition of Long Island Beverages will constitute a reverse takeover and ECC2's Qualifying Transaction under Policy 2.4 of the TSX Venture Exchange. Assuming completion of the Acquisition, it is anticipated that ECC2 will graduate to Tier 2 of the Exchange as a consumer products issuer. In coordination with the Management and Board of Directors of Long Blockchain, LIBC has developed the go-forward and revitalization plan for LIBB. LIBC has negotiated the proposed going public transaction with ECC2, as well as the financing plan. LIBC is assembling the capital markets and beverage industry management team to carry out the growth plans for the beverage business, and will be an integral part of implementing Long Island Beverages expansion in the U.S., with plans to increase distribution into all states, as well as to expand in to Canada, Australia, New Zealand, and the Caribbean. LIBB operates in the non-alcohol ready-to-drink segment of the beverage industry under its flagship brand 'The Original Long Island Brand Iced Tea', a premium beverage made from a proprietary recipe. Long Island Iced Tea is sold in across the U.S., primarily on the East Coast, through a network of national and regional retail chains and distributors. LIBB's audited annual net revenues for the year ending Dec. 31, 2017 were US$4.4 million and unaudited net revenues for the six months ended June 30, 2018 were US$1.5 million. Terms of the Acquisition Under the terms of the Acquisition, ECC2 will complete a share consolidation on a 1.65 for 1 basis, and Long Island Beverages and their security holders will be issued an aggregated 9,202,222 post-consolidation common shares of ECC2, and $500,000. Certain of the Consideration Shares will be subject to escrow pursuant to the policies of the Exchange, in addition to pooling restrictions that may be negotiated by the parties. It is also anticipated that ECC2 will change its name to one suitable to Long Island Beverages in connection with completion of the Acquisition. Financing As a condition to completing the Acquisition, the parties intend to complete a private placement financing. The terms of the QT Financing have yet to be finalized, and will be announced once the final terms have been determined. On the execution of the Definitive Agreement, and in the case of ECC2 subject to approval of the Exchange, each of ECC2 and LIBC has agreed to advance to LIBB secured loans in the aggregate amount of C$250,000 each, which will be used by LIBB for general working capital and operating purposes. Board of Directors and Management Changes On completion of the proposed Acquisition, the Company's Board of Directors and management team will be reconstituted to consist of four directors, and a new management team, to be agreed to by the parties. Information on Board of Director and management appointments will be disclosed when available. The Acquisition is not a Non-Arm's Length Qualifying Transaction under the policies of the Exchange and therefore will not require approval of ECC2's shareholders. Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless an exemption from the sponsorship requirement is available. ECC2 intends to apply for an exemption from sponsorship requirements. However, there is no assurance that ECC2 will obtain this exemption. The Acquisition will be completed through a definitive agreement that is to be negotiated by the parties, which will contain customary representations and warranties for similar transactions. It is currently anticipated that the Acquisition will be completed by way of a share acquisition pursuant to which LIBB and LIBC will become wholly-owned subsidiaries of ECC2. Completion of the Acquisition is subject to a number of conditions, including Exchange acceptance. Trading of ECC2's common shares will remain halted pending further filings with the Exchange. For more information please contact Scott Ackerman, Director, at 778-331-8505 or email: sackerman@emprisecapital.com. About Long Blockchain Corp. Headquartered in Hicksville, New York, Long Blockchain Corp. -- http://www.longblockchain.com/-- is focused on developing and investing in globally scalable blockchain-based financial technology solutions. It is dedicated to becoming a significant participant in the evolution of blockchain technology that creates long-term value for its shareholders and the global community by investing in and developing businesses that are "on-chain". Blockchain technology is fundamentally changing the way people and businesses transact, and the Company will strive to be at the forefront of this dynamic industry, actively pursuing opportunities. Its wholly-owned subsidiary Long Island Brand Beverages, LLC operates in the non-alcohol ready-to-drink segment of the beverage industry under its flagship brand 'The Original Long Island Brand Iced Tea'. Long Blockchain incurred a net loss of $15.21 million in 2017 and a net loss of $10.44 million in 2016. As of June 30, 2018, Long Blockchain had $11.28 million in total assets, $3.68 million in total liabilities, and $7.59 million in total stockholders' equity. Marcum LLP, the Company's auditor since 2014, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. NEOVASC INC: Edwards Patent Suit Will be Dismissed -------------------------------------------------- Pursuant to a settlement reached with Edwards Lifesciences PVT, Inc. and Edwards Lifesciences (Canada) Inc., the patent infringement action that Edwards had previously commenced in the Federal Court of Canada against Neovasc Inc., Boston Scientific and Livanova, will be dismissed on a no-costs basis, Neovasc announced in a press release dated Jan. 22, 2019. About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$22.91 million for the year ended Dec. 31, 2017, compared to a net loss of US$86.49 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had US$17.37 million in total assets, US$32.06 million in total liabilities, and a total deficit of US$14.69 million. Grant Thornton issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company incurred a consolidated net loss of US$24.86 million during the year ended Dec. 31, 2017, and, as of that date, the Company's consolidated current liabilities exceeded its current assets by US$6.06 million. The auditors said these conditions, along with other matters, indicate the existence of a material uncertainty that casts substantial doubt about the Company's ability to continue as a going concern. NEOVASC INC: JACC Publishes Article on Impact of Reducer -------------------------------------------------------- The Journal of the American College of Cardiology: Cardiovascular Interventions ("JACC") published a peer reviewed article on the use of dipyridamole stress perfusion cardiac magnetic resonance ("CMR") to assess the performance of Neovasc's Reducer (the "Reducer"), a medical device for the treatment of refractory angina, titled, "Coronary Sinus Reducer Implantation to Reduce the Ischemic Burden in Refractory Angina." "The authors of this article point to objective evidence available via stress perfusion CMR, providing insights into the potential impact of the Reducer on the ischemic burden, suggesting a physiological rationale as to how the Reducer reduces a perfusion defect in this patient," commented Fred Colen, Neovasc's president and chief executive officer. "Stress perfusion CMR is emerging as the noninvasive gold standard for the assessment of ischemia. We believe the use of a reliable, non-operator-dependent imaging tool, such as stress perfusion CMR, will allow for greater insights into the potential impact of the Reducer on the ischemic burden of patients with refractory angina with coronary artery disease." "This data comes on the heels of the positive results of recent publications and the results of the CORISA randomized and placebo controlled clinical study, published in the New England Journal of Medicine in 2015, demonstrating a large treatment effect for patients with refractory angina (class 3 and 4) over the placebo control group," concluded Mr. Colen. The JACC article is based on a 66-year-old man with a history of hypertension, dyslipidemia, multiple myocardial infarctions, and coronary artery bypass graft surgery that was presented to the treating physicians with Canadian Cardiovascular Society class III angina persisting despite optimal anti-ischemic therapy. After being implanted with the Reducer, at the fourth month outpatient visit the patient was asymptomatic for angina and reported improved quality of life based on a Seattle Angina Questionnaire mean domain score improvement from 45 to 73 points. A four-month dipyridamole stress perfusion CMR showed improved perfusion parameters: ischemic burden 13.3%, down from 22.9% and global myocardial perfusion reserve index 1.61, up from 1.25 and unchanged scar burden (late gadolinium enhancement 18%). About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$22.91 million for the year ended Dec. 31, 2017, compared to a net loss of US$86.49 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had US$17.37 million in total assets, US$32.06 million in total liabilities, and a total deficit of US$14.69 million. Grant Thornton issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company incurred a consolidated net loss of US$24.86 million during the year ended Dec. 31, 2017, and, as of that date, the Company's consolidated current liabilities exceeded its current assets by US$6.06 million. The auditors said these conditions, along with other matters, indicate the existence of a material uncertainty that casts substantial doubt about the Company's ability to continue as a going concern. NEW ENGLAND HOMECRAFTERS: Case Summary & Top Unsecured Creditors ---------------------------------------------------------------- Debtor: New England Homecrafters, Inc. 37 High Street Newton Upper Falls, MA 02464 Business Description: New England Homecrafters, Inc. is a general building contractor serving residential and commercial clients. Chapter 11 Petition Date: January 23, 2019 Court: United States Bankruptcy Court District of Massachusetts (Boston) Case No.: 19-10217 Judge: Hon. Joan N. Feeney Debtor's Counsel: Jay Paul Satin, Esq. JAY PAUL SATIN 385 Broadway, Suite 202 Revere, MA 02151 Tel: (781) 289-2215 Fax: (781) 289-1200 E-mail: jaysatin@hotmail.com Total Assets: $2,281,678 Total Liabilities: $1,911,425 The petition was signed by Jeffrey R. Riklin, president. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/mab19-10217.pdf NIVOL BREWERY: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Nivol Brewery, Inc. as of Jan. 22, according to a court docket. About Nivol Brewery Inc. Nivol Brewery, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-50326) on Dec. 4, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The case has been assigned to Judge Karen K. Specie. The Debtor tapped Charles M. Wynn Law Offices, P.A., as its legal counsel. NORTH CAROLINA TOBACCO: Machines & Support Equipment Up for Auction ------------------------------------------------------------------- Iron Horse Auction Company is conducting an online auction of certain assets of North Carolina Tobacco International, LLC. Specifically, Iron Horse will auction off the Debtor's cigarette machines and support equipment. The auction will close Feb. 4. Iron Horse was retained by John Paul H. Cournoyer, the bankruptcy trustee for the Debtor. For more information, contact: josh@ironhorseauction.com About North Carolina Tobacco North Carolina Tobacco International, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-51077) on Oct. 10, 2017. William A. Barbee, a court-appointed receiver for the Debtor's assets, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Benjamin A. Kahn oversees the case. The Debtor hired Richard Steele Wright, Esq., at Moon Wright & Houston, PLLC, as bankruptcy counsel. On Oct. 20, 2017, the Court appointed John A. Northen as Chapter 11 trustee for the Debtor. Northen Blue LLP serves as counsel to the Trustee. The Trustee hired GreerWalker LLP as financial consultant. An official committee of unsecured creditors has not been appointed in the case. Northen Blue's John Paul H. Cournoyer was later appointed as Chapter 7 trustee. ORION HEALTHCORP: Feb. 5 Plan Confirmation Hearing -------------------------------------------------- The Disclosure Statement explaining Orion Healthcorp, Inc., et al.'s Third Amended Chapter 11 Plan is approved after the Court finds that the plan outline complies with Section 1125 of the Bankruptcy Code. The Confirmation Hearing is scheduled to be held before the Honorable Alan S. Trust, United States Bankruptcy Judge for the Eastern District of New York, Conrad B. Duberstein U.S. Courthouse, Courtroom 2554, 271-C Cadman Plaza East, Brooklyn, New York 11201, on February 5, 2019 at 11:00 a.m. (prevailing Eastern Time). Any objections to the Plan so as to be actually received not later than 5:00 p.m. (prevailing Eastern Time) on January 29, 2019. The Debtors and any other parties in interest shall file replies, if any, to objections to confirmation of the Plan by February 3, 2019, at 5:00 p.m. (prevailing Eastern Time). A copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/nyeb8-18-71748-644.pdf A copy of the Third Amended Plan is available at: http://bankrupt.com/misc/nyeb8-18-71748-645.pdf About Orion HealthCorp Constellation Healthcare Technologies, Inc., is a healthcare services organization providing outsourced revenue cycle management, practice management, and group purchasing services to U.S. physicians. Orion Healthcorp, et al. -- http://www.orionhealthcorp.com/-- are a consolidated enterprise of several companies aggregated through a series of acquisitions, which operate the following businesses: (a) outsourced revenue cycle management for physician practices, (b) physician practice management, (c) group purchasing services for physician practices, and (d) an independent practice association business, which is organized and directed by physicians in private practice to negotiate contracts with insurance companies on their behalf while those physicians remain independent and which also provides other services to those physician practices. Orion has locations in Houston, Texas; Jericho, New York; Lakewood, Colorado; Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley California. Constellation Healthcare Technologies, Inc., along with certain of its subsidiaries, including Orion Healthcorp, Inc., on March 16, 2018, initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to facilitate an orderly and efficient sale of its businesses. The lead case is In re Orion Healthcorp, Inc. (E.D.N.Y. Lead Case No. 18-71748). The Debtors have liabilities of $245.9 million. The Hon. Carla E. Craig is the case judge. The Debtors tapped DLA Piper US LLP as counsel; Hahn & Hessen LLP, as conflicts counsel; FTI Consulting, Inc., as restructuring advisor; Houlihan Lokey Capital, Inc., as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The Office of the U.S. Trustee on April 4, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC, as its financial advisor. On July 5, 2018, affiliate New York Network Management, L.L.C., followed parent Orion into bankruptcy to implement a deal to sell its assets for at least $16.5 million OXFORD ASSOCIATES: Feb. 14 Hearing on Hudson-Proposed Plan ---------------------------------------------------------- The Second Amended Disclosure Statement explaining the second amended Chapter 11 plan filed by Hudson View Owners Corp. for Oxford Associates Group, Inc., is approved. A hearing to consider confirmation of the Second Amended Plan on February 14, 2019 at 10:00 a.m. (prevailing Eastern Time). The date of February 7, 2019 at 4:00 p.m. .prevailing Eastern Time) is fixed as the date by which objections to confirmation of the Second Amended Plan must be filed. Hudson View shall file and serve its memorandum in support of confirmation and any response to any objections to confirmation by 4:00 p.m. on February 11, 2019. The second amended disclosure statement provides that upon the filing of its Plan of Liquidation, Hudson View was contacted by a party who was interested in bidding at the proposed auction and indicated it would be willing to bid $2.25 million dollars for Oxford's Units. The Amended Plan proposes to let the market establish the actual value of the Units through the marketing and Auction sale. A full-text copy of Hudson's Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb17-12487-125.pdf About Oxford Associates Group Inc. Oxford Associates Group Inc., a New York corporation, owns 39 residential cooperative units located along Warburton Avenue, Yonkers. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-12487) on September 5, 2017. George Kyriakoudes, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Mary Kay Vyskocil presides over the case. The Debtor hired Pick & Zabicki LLP as its legal counsel. PEOPLE TELEVISION: Seeks to Hire Landrau Rivera as Legal Counsel ---------------------------------------------------------------- People Television Inc. seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Landrau Rivera & Assoc. as its legal counsel. The firm will provide these services: a. advise the Debtor with respect to its duties, powers and responsibilities in its Chapter 11 case; b. advise the Debtor whether a reorganization is feasible and, if not, assist the Debtor in the orderly liquidation of its assets; c. represent the Debtor in negotiations with its creditors for the purpose of proposing a plan of reorganization; and d. provide other legal services related to the case. Landrau Rivera will be paid at these hourly rates: Noemi Landrau Rivera, Esq. $200 Josue A. Landrau Rivera, Esq. $175 Legal & Financial Assistants $75 Noemi Landrau Rivera, Esq., a member of Landrau Rivera, assured the court that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Landrau Rivera can be reached though: Noemi Landrau Rivera, Esq. Landrau Rivera & Assoc. 1423 Fraser Street, Urb. Reparto Landrau San Juan, PR 00927-0219 Tel: (787) 774-0224 Fax: (787) 793-1004 About People Television Inc. People Television Inc. is an entertainment production group headquartered in San Juan, Puerto Rico. People Television filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 19-00041) on January 7, 2019, disclosing $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Francisco Zamora Reyes, president. Noemi Landrau Rivera, Esq., at Landrau Rivera & Assoc., is the Debtor's counsel. PERSONAL AUTOMOTIVE: Taps Efficiency Counts as Accountant --------------------------------------------------------- Personal Automotive Service, Inc. received approval from the U.S. Bankruptcy Court for the District of Nebraska to hire Efficiency Counts, Inc. The firm will provide accounting services to the Debtor during its Chapter 11 case and will assist the Debtor in the preparation of a bankruptcy plan. Connie Harvey, the firm's accountant who will be providing the services, will charge an hourly fee of $50. The accountant has no potential or actual conflicts of interest in the Debtor's bankruptcy case, according to court filings. Ms. Harvey maintains an office at: Connie Harvey Efficiency Counts, Inc. 1401 N Elm Ave. Hastings, NE 68901 Phone: (402) 460-6355 About Personal Automotive Service Based in Grand Island, Nebraska, Personal Automotive Service, Inc., provides quality personal automotive services to the general public. Personal Automotive Service filed a voluntary petition under Chapter 11 of the US Bankruptcy Code (Bankr. D. Neb. Case No. 18-41975) on Dec. 5, 2018, estimating under $1 million on both assets and liabilities. John A. Lentz, Esq., at Lepant & Lentz, PC, LLO, is the Debtor's counsel. PG&E CORP: BlueMountain Seeks to Oust Board ------------------------------------------- BlueMountain Capital Management, LLC, a private diversified alternative asset management firm, issued on Jan. 24, 2019, an open letter to shareholders of PG&E Corporation saying it plans to announce a "New Slate" of Board Members by no later than Feb. 21. The Board Election will be held at the Annual Shareholder Meeting set for May 21. "The Current Board has not only failed the Company and its shareholders; it has failed its customers; it has failed its employees; and, it has failed the people of California," reads the letter. "The Company has lost the public's trust, and it has severely damaged its relationship with regulators and elected officials." "A publicly regulated utility needs a strong working partnership with the public sector. In order to rebuild essential relationships and restore trust, the Company needs an entirely new board," the letter continues. "We expect the New Slate would insist the Company work collaboratively with the state of California and its citizens to transform the Company." "The Current Board has chosen to do just the opposite. As you are undoubtedly aware, the Current Board announced their intention to file a voluntary, costly, and unnecessary bankruptcy, which, in our view, violates their fiduciary duties to the Company and to you." "We plan to nominate a New Slate that will provide appropriate oversight and ensure the Company has a strong and experienced management team, a strategy to address its challenges, and an effective implementation plan," the letter says. With a fresh perspective and renewed determination, a new board will have an opportunity to replenish goodwill with all customers and regulators and begin the transformation to a safer utility. Californians deserve a say in PG&E's future, and a new board should work side-by-side with Governor Newsom, the legislature, and the CPUC to find solutions that work. According to BlueMountain, these solutions could include: * selecting new officers and executives who have a demonstrated ability to build an organizational safety culture from the top down; * evaluating strategic alternatives, including asset sales, partnerships, spinoffs, service territory divisions, and even a fair-value municipalization of parts of the company; * evaluating ways to keep rates down, such as restoring investment grade ratings, settling cases for cost recovery and rates of return, or utilizing securitization for stranded costs; * cooperating with the federal court overseeing the probation to fulfill the conditions of probation and ensure that "only safe operation" is allowed; * evaluating a range of technologies, including underground lines, insulated wires, upgraded reclosers, and hardened poles; and, * working to minimize the customer harm created by public safety power shutoffs, such as by providing backup generators or battery storage to the most vulnerable customers. "We believe that the damage caused by the Company's plans to file for a multi-year bankruptcy can be mitigated if shareholders Demand accountability and replace the Current Board. After the Annual Meeting, a new board would have a mandate to undertake a reasonable solvency analysis with disinterested advisors. A new board would also have the ability to investigate the decisions that led to the Company's value-destroying bankruptcy announcement and take appropriate action," BlueMountain said. "If a new board agreed with the overwhelming evidence that PG&E is solvent, it could exit bankruptcy on an expedited basis without impairing creditors. As we discussed in our letter to the Current Board, dated Jan. 17, 2019, there is abundant evidence that PG&E is solvent. We noted that 18 Wall Street analysts and three credit ratings agencies found PG&E solvent, with a consensus equity valuation of $20 billion as of December 31, 2018. Since then, there has been no material change to the value of the Company's assets or liabilities. The only changes have been the Current Board's announcement of its intention to file for bankruptcy. With proper corporate governance and appropriate resolution of liabilities in the ordinary course, we believe that PG&E common stock could be worth in excess of $50 per share." The full text of the letter can be viewed on BlueMountain's website at https://is.gd/c0FCeu BlueMountain Capital said it manages funds that own, in the aggregate, over 11 million shares of the Company's common stock. PG&E has 518.7 million shares outstanding. PG&E shares were down 1% at $7.91 in morning trading in New York on Thursday, giving the company a market capitalization of $4.2 billion. About BlueMountain Capital BlueMountain Capital Management, LLC – http://www.bluemountaincapital.com/-- is a diversified alternative asset management firm managing approximately $19 billion of assets. BlueMountain's diverse team of professionals in New York and London is supported by the firm's institutionalized and proprietary infrastructure, including specialized operations and risk management technology. 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 said on Jan. 14, 2019, that it and its wholly owned subsidiary Pacific Gas and Electric Company (the "Utility") currently intend to file petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code on or about Jan. 29, 2019. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as the Company's legal counsel, Lazard is serving as its investment banker, and AlixPartners LLP is serving as the restructuring advisor to PG&E. PG&E Corporation is said to be considering a bankruptcy filing 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. 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. Beginning on Oct. 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 non-current 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. PG&E CORP: O'Melveny & Myers Notes of Legal, Regulatory Issues -------------------------------------------------------------- "The challenges PG&E has faced since wildfires began consuming large swaths of California are well-known and has fueled speculation about a bankruptcy filing," write John Rapisardi and Daniel Shamah, global chair and partner, respectively, in the Restructuring group at international law firm O'Melveny & Myers, in an article published by The New York Law Journal. "But less well-understood and appreciated are the legal and regulatory issues confronting PG&E and other similarly-situated California utilities . . . Those legal and regulatory issues present critical complications in a potential second PG&E bankruptcy," the authors argue. Messrs. Rapisardi and Shamah go on to address the question, "what would a PG&E bankruptcy look like?" They note that there are four principal reasons why PG&E would likely consider a bankruptcy filing. First, and most obviously, a filing would trigger the automatic stay to halt the wave of litigation that has engulfed PG&E over the past 18 months . . . The Bankruptcy Code authorizes courts to lift the stay "for cause.". . . Courts have largely adopted a multi-factor test to determine whether "cause" exists to lift the stay. . . . There are significant limits on how a bankruptcy could help PG&E address its inverse-condemnation liabilities, but the "breathing spell" afforded by the automatic stay would likely be a key cornerstone to any bankruptcy strategy. Second, PG&E's liquidity position is apparently rapidly diminishing as a result of their inability to recover inverse-condemnation liabilities under the pre-SB 901 regulations. PG&E's Jan. 13, 2019 bankruptcy announcement included a disclosure that they were currently negotiating $5.5 billion of debtor-in-possession financing. Under Bankruptcy Code §364, DIP financing offers debtors an attractive way of raising secured financing in bankruptcy by "priming" existing indebtedness. Third, a filing could put more pressure on stakeholders -- the legislature, the governor, and other interested groups and associations -- to join in finding a legislative solution to inverse condemnation and CPUC regulations once and for all. As noted, the uncertainty associated with a major utility bankruptcy may not be politically palatable to elected officials. However, PG&E could be betting that having a federal judge oversee the course California's largest electric utility takes may be just the motivation elected officials need to come to a solution. Fourth, there remains the possibility that PG&E in its bankruptcy case could challenge inverse condemnation as a violation of PGE's Fifth Amendment property rights under the federal Constitution. PG&E has unsuccessfully raised this argument in state court and it's uncertain whether a federal bankruptcy judge would take the step to invalidate a California judicial doctrine. But even the threat of such a challenge -- particularly in the cauldron of what would surely be a hotly-contested bankruptcy -- could be enough to bring parties to the table. "There is one significant obstacle to any PG&E bankruptcy: the likely inability to discharge liabilities associated with wildfires that have not yet occurred," Messrs. Rapisardi and Shamah note in their article. "PG&E must navigate through a challenging legal and regulatory environment to move its business forward. Whether it's likely bankruptcy filing at the end of January would resolve PG&E's needs to solve the recurring problems caused by wildfires remains an open question. Parties with an interest in PG&E will have to carefully monitor and assess events as they continue to unfold in the near future." 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 said on Jan. 14, 2019, that it and its wholly owned utility subsidiary Pacific Gas and Electric Company intend to file petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code on or about Jan. 29, 2019. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as the Company's legal counsel, Lazard is serving as its investment banker, and AlixPartners LLP is serving as the restructuring advisor to PG&E. PG&E is said to be considering a bankruptcy filing 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. 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. Beginning on Oct. 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 non-current 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. PG&E CORP: Remains Committed to Providing Service to Customers -------------------------------------------------------------- PG&E Corporation said on Jan. 23, 2019, it remains committed to providing safe natural gas and electric service to customers as it prepares to initiate voluntary reorganization proceedings under Chapter 11. The Company on Jan. 23 provided the 15-day advance notice required by recently enacted California law that it and its wholly owned subsidiary Pacific Gas and Electric Company (the "Utility") currently intend to file petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code on or about January 29, 2019. During this process, the Company is also committed to continuing to make investments in system safety as it works with regulators, policymakers and other key stakeholders to consider a range of alternatives to provide for the safe delivery of natural gas and electric service for the long-term in an environment that continues to be challenged by climate change. PG&E expects that the Chapter 11 process will, among other things, support the orderly, fair and expeditious resolution of its potential liabilities resulting from the 2017 and 2018 Northern California wildfires, and will assure the Company has access to the capital and resources it needs to continue to provide safe service to customers. The Company does not expect any impact to electric or natural gas service for its customers as a result of the Chapter 11 process. PG&E remains committed to assisting the communities affected by wildfires in Northern California, and its restoration and rebuilding efforts will continue. The Company also expects that its employees will continue to receive their pay and healthcare benefits as usual. John R. Simon, PG&E Corporation Interim CEO, said, "The people affected by the devastating Northern California wildfires are our customers, our neighbors and our friends, and we understand the profound impact the fires have had on our communities and the need for PG&E to continue enhancing our wildfire mitigation efforts. We remain committed to helping them through the recovery and rebuilding process. We believe a court-supervised process under Chapter 11 will best enable PG&E to resolve its potential liabilities in an orderly, fair and expeditious fashion. We expect this process also will enable PG&E to access the capital and resources we need to continue providing our customers with safe service and investing in our systems and infrastructure. Everyone at PG&E knows that our single most important responsibility is safety, and we recognize that we must work even harder every day to demonstrate that the safety of our customers, our communities, our employees and our contractors comes first." Richard C. Kelly, Chair of the Board of Directors of PG&E Corporation, said, "Following a comprehensive review with the assistance of our outside advisors, the PG&E Board and management team have determined that initiating a Chapter 11 reorganization for both the Utility and PG&E Corporation represents the only viable option to address the Companys responsibilities to its stakeholders. Our goal will be to work collaboratively to fairly balance the interests of our many constituents including wildfire victims, customers, employees, creditors, shareholders, the financial community and business partners while creating a sustainable foundation for the delivery of safe service to our customers in the years ahead. The Chapter 11 process allows us to work with these many constituents in one court-supervised forum to comprehensively address our potential liabilities and to implement appropriate changes." The Company expects that the Chapter 11 process will, among other things: Enable continued safe delivery of natural gas and electric service to PG&Es millions of customers; Support the orderly, fair and expeditious resolution of PG&Es potential liabilities resulting from the 2017 and 2018 Northern California wildfires; Enable PG&E to continue its extensive restoration and rebuilding efforts to assist communities affected by the 2017 and 2018 wildfires in Northern California; Allow the Company to work with regulators and policymakers to determine the most effective way for customers to receive safe natural gas and electric service for the long-term in an environment that continues to be challenged by climate change; and Assure the Company has access to the capital and resources necessary to support ongoing operations and enable PG&E to continue investing in its systems, infrastructure and critical safety efforts, including investing in its Community Wildfire Safety Program, an additional precautionary safety measure implemented following the 2017 Northern California wildfires to further reduce wildfire risk. PG&E has engaged in discussions with potential lenders with respect to Debtor-in-Possession ("DIP") financing. PG&E expects to have approximately $5.5 billion of committed DIP financing at the time it files for relief under Chapter 11 on or about January 29, 2019, and has received highly confident letters from a number of major banks. The DIP financing will provide PG&E with sufficient liquidity to fund the Companys ongoing operations, including its ability to provide safe service to customers. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as the Companys legal counsel, Lazard is serving as its investment banker, and AlixPartners LLP is serving as the restructuring advisor to PG&E. 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 said on Jan. 14, 2019, that it and its wholly owned utility subsidiary Pacific Gas and Electric Company intend to file petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code on or about Jan. 29, 2019. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as the Company's legal counsel, Lazard is serving as its investment banker, and AlixPartners LLP is serving as the restructuring advisor to PG&E. PG&E is said to be considering a bankruptcy filing 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. 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. Beginning on Oct. 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 non-current 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. PIONEER ENERGY: S&P Lowers ICR to 'CCC+' Due to Refinancing Risk ---------------------------------------------------------------- S&P Global Ratings noted that U.S.-based oilfield services and contract drilling provider Pioneer Energy Services Corp. appears increasingly vulnerable to volatility in the oil and gas market. S&P is thus lowering the issuer credit rating on the Company to 'CCC+' from 'B-'. S&P also lowered the rating on the term loan to 'B' from 'B+' with a '1' recovery rating, reflecting its expectation of a very high (90%-100%, rounded estimate: 95%) recovery in the event of a payment default. S&P affirmed the issue-level rating on the company's senior unsecured notes at 'CCC' and revised the recovery rating to '5' from '6', indicating its expectation of modest (10%-30%; rounded estimate: 10%) recovery. S&P said, "The downgrade on Pioneer Energy Services Corp. primarily reflects what we believe to be increasing refinancing risk, as well as subdued expectations for operating results in 2019. With several exploration and production (E&P) companies already starting to pull back capital spending, we expect lower drilling and completion (D&C) spend may translate to revenue and margin erosion for oilfield services (OFS) names such as Pioneer this year. Furthermore, while we expect Pioneer's high-spec domestic drilling rigs to remain mostly utilized, we note that all but one of Pioneer's 14 term contracted U.S. drilling rigs are scheduled to expire throughout 2019 (weighted toward the second half)-leaving the company particularly exposed to upstream activity levels. Similarly, production services could be weakened by slowing completion activity after the company lowered fourth-quarter 2018 guidance for segment revenue and margins. "The negative outlook reflects our view that elevated leverage metrics could hinder a refinancing of the company's term loan and unsecured notes prior to maturity. We are also wary of Pioneer's limited liquidity position and believe that the recent pullback in commodity prices could negatively affect OFS activity. "We could lower the rating if we foresee a specific default scenario over the next 12 months. These scenarios could include but are not limited to, a near-term liquidity crisis, violation of covenants, or greater probability of a distressed exchange. "We could raise the rating if the company takes proactive steps to address its looming debt maturities while maintaining adequate liquidity and sustained improvement with funds from operations (FFO) to debt above 12%. Such a scenario could occur if market conditions improve and E&P activity increases beyond our current expectations." PRINCETON ALTERNATIVE: Trustee Taps McGlinchey as Special Counsel ----------------------------------------------------------------- Matthew Cantor, the Chapter 11 trustee for Princeton Alternative Income Fund LP and Princeton Alternative Funding LLC, received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire McGlinchey Stafford PLLC as special counsel. The firm will advise the trustee in connection with consumer financial services regulatory, compliance and operational matters, including reviewing the compliance status of line borrowers and assisting in engaging new servicers and collectors with respect to the assets the Debtors are repossessing from them. McGlinchey's hourly rates range from $415 to $825. Brad Axelrod, a member of McGlinchey, attests that his firm is a "disinterested person" as defined in section 101(14). The firm can be reached through: Brad J. Axelrod, Esq. McGlinchey Stafford PLLC 601 Poydras Street, Suite 1200 New Orleans, LA 70130 Phone: (504) 596-2748 Email: baxelrod@mcglinchey.com About Princeton Alternative Princeton Alternative Income Fund, LP, provides capital for businesses that make consumer loans in the non-prime market. Princeton Alternative Income Fund, LP and Princeton Alternative Funding LLC, a fund management company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 18-14603) on March 9, 2018. Judge Michael B. Kaplan presides over the cases. In the petitions signed by John Cook, authorized representative, PAIF estimated assets of $50 million to $100 million and liabilities of $1 million to $10 million. PAF estimated assets of less than $100,000 and liabilities of $1 million to $10 million. Sills Cummis & Gross, P.C. is the Debtors' counsel. Liggett & Webb, P.A., has been tapped to serve as accountant. The Debtors tapped JAMS/Hon. Steven Rhodes to provide mediation services. Matthew Cantor was appointed as Chapter 11 trustee for the Debtors. The Trustee tapped Wollmuth Maher & Deutsch LLP as his legal counsel. R.J. REAL ESTATE: Feb. 21 Plan Confirmation Hearing --------------------------------------------------- The Disclosure Statement explaining R.J. Real Estate Enterprises, L.L.C.'s Chapter 11 Plan is approved. The Court will consider whether to confirm the Plan at a hearing on February 21, 2019, at 11:00 a.m. The Confirmation Hearing will be held in Courtroom #601, at the United States Bankruptcy Court, 230 North First Avenue, Phoenix, Arizona. The objection must be filed by February 14, 2019 (which date is at least seven (7) calendar days prior to the initial confirmation hearing). The objective of the Plan is to restructure and service the secured debt, in large part through sale, and pay non-priority unsecured claims 100% through the sale of the Indian School Property and (or refinance of) Scottsdale Property. The sale of the Properties will be conducted through De Rito. The deadline is April 2019 to sale the Properties. Allowed Insider General Unsecured Creditors, including Home Furnishings, classified in Class 4, will take nothing and their indebtedness will be deemed satisfied. Non-Insider Allowed General Unsecured Creditors, if any, will be paid in full. The aggregate sum will be paid in even quarterly payments over five years commencing on the Effective Date and continuing every three (3) months thereafter until the aggregate sum is paid in full. A copy of the Disclosure Statement is available at https://tinyurl.com/y7m4c848 from PacerMonitor.com at no charge. About R.J. Real Estate Enterprises R.J. Real Estate Enterprises, LLC, is a real estate company that owns in fee simple two real properties located at 7215 and 7223 West Indian School Road, Phoenix, Arizona and 10643 North Frank Lloyd Wright, Suite 202, Scottsdale, Arizona, having a total aggregate value of $1.12 million. R.J. Real Estate Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-07023) on June 16, 2018. In the petition signed by Andrew J. Piotrowski, managing member, the Debtor disclosed $1.16 million in assets and $1.31 million in liabilities. Judge Paul Sala presides over the case. The Debtor hired the Law Office of Mark J. Giunta as its legal counsel. REALTY CAPITAL: Case Summary & Unsecured Creditor ------------------------------------------------- Debtor: Realty Capital Ventures, LLC 21218 St. Andrews Blvd., Suite 323 Boca Raton, FL 33433 Business Description: Realty Capital Ventures, LLC filed as a Florida Limited Liability in the State of Florida on Aug. 3, 2010, according to public records filed with Florida Department of State. Its principal assets are located at 1101 Grand Bahama Lane Singer Island, FL 33433. Chapter 11 Petition Date: January 23, 2019 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Case No.: 19-10932 Judge: Hon. Erik P. Kimball Debtor's Counsel: Jordan L. Rappaport, Esq. RAPPAPORT OSBORNE & RAPPAPORT, PLLC 1300 N Federal Hwy #203 Boca Raton, FL 33432 Tel: (561) 368-2200 E-mail: office@rorlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Roger Ralston, manager. The Debtor lists Patch of Land Lending, LLC as its sole unsecured creditor holding a claim of $200,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb19-10932.pdf RIVARD COMPANIES: Committee Taps Extrapreneur as Business Broker ---------------------------------------------------------------- The official committee of unsecured creditors of Rivard Companies, Inc. received approval from the U.S. Bankruptcy Court for the District of Minnesota to retain Extrapreneur, Inc. to act as a business broker for the Debtor. The firm will assist the Debtor in connection with the sale of its Gronomics division, which manufactures and sells cedar outdoor products. Extrapreneur will receive a retainer of $500 and a commission of 5% of the total purchase price at the closing. However, if the Debtor procures a buyer, the firm will get a 2.5% commission. Therese Balach, president of Extrapreneur, attests that the firm does not hold any interest adverse to the Debtor and its bankruptcy estate. Extrapreneur can be reached through: Therese Balach Extrapreneur, Inc. 2900 West 60th Street Minneapolis, MN 55082 Phone: 612-418-6503 Email: therese@extrapreneur.mn About Rivard Companies Rivard Companies, Inc., was established in 1989 as a tree removal and trimming services provider. In 2003, Central Wood Products was founded to sell a wide selection of natural, colored, and imported mulch. Later in 2008, the Company grew with the introduction of Gronomics, a line of wood products geared toward the home gardeners. Rivard Companies, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 18-43603) on Nov. 16, 2018. In the petition signed by CEO Michael Rivard, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The case has been assigned to Judge William J. Fisher. Steven B. Nosek, Esq., at Steven B. Nosek, P.A., is the Debtor's counsel. RIVARD COMPANIES: Committee Taps Thomas F. Miller as Counsel ------------------------------------------------------------ The official committee of unsecured creditors of Rivard Companies, Inc. received approval from the U.S. Bankruptcy Court for the District of Minnesota to hire Thomas Miller, Esq., as its legal counsel. Mr. Miller will provide these services: (a) advise the committee with respect to its rights, duties, and powers in the Debtor's Chapter 11 case; (b) assist the committee in its consultations with the Debtor relative to the administration of the case; (c) assist the committee in analyzing claims of creditors and the Debtor's capital structure, and in negotiating with holders of claims and equity interests; (d) assist the committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and the operation of its business; (e) assist the committee in its investigation of the liens and claims of the holders of the Debtor's pre-bankruptcy debt and the prosecution of any claims or causes of action revealed by such investigation; (f) assist the committee in its analysis of, and negotiations with, the Debtor or any third party concerning matters related to, among other things, the assumption or rejection of leases and executory contracts, asset disposition, sale of assets, financing and the terms of a plan of reorganization for the Debtor; (g) assist the committee as to its communications with unsecured creditors regarding significant matters in the Debtor's case; and (h) provide other legal services related to the case. Mr. Miller will charge an hourly fee of $300 for his services. In a court filing, Mr. Miller disclosed that he does not hold any interest adverse to the committee, the Debtor and its creditors. Mr. Miller maintains an office at: Thomas F. Miller Attorney at Law 1000 Superior Boulevard, Suite 303 Wayzata, MN 55391 Tel: 952-404-3896 / 800-747-4360 Fax: 952-404-3893 / 877-826-7676 Email: info@millerlaw.com About Rivard Companies Rivard Companies, Inc., was established in 1989 as a tree removal and trimming services provider. In 2003, Central Wood Products was founded to sell a wide selection of natural, colored, and imported mulch. Later in 2008, the Company grew with the introduction of Gronomics, a line of wood products geared toward the home gardeners. Rivard Companies, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 18-43603) on Nov. 16, 2018. In the petition signed by CEO Michael Rivard, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The case has been assigned to Judge William J. Fisher. Steven B. Nosek, Esq., at Steven B. Nosek, P.A., is the Debtor's counsel. RIVERWALK COMMONS: Seeks to Hire Broege Neumann as Counsel ---------------------------------------------------------- Riverwalk Commons, Red Bank, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to hire Broege, Neumann, Fischer & Shaver, LLC as its legal counsel. The firm will advise the Debtor with respect to its powers and duties in the continued operation of its business and management of its property; assist the Debtor in negotiations with its creditors; and provide other legal services related to its Chapter 11 case. Broege Neumann will charge these hourly fees: Peter J. Broege, Esq. $475 Timothy P. Neumann, Esq. $600 Frank J. Fischer, Esq. $290 David E. Shaver, Esq. $425 Paralegals $95 Peter Broege, Esq., a member of Broege Neumann, attests that his firm is a "disinterested person" under section 101(14) of the Bankruptcy Code. The firm can be reached through: Peter Broege, Esq. Broege, Neumann, Fischer & Shaver, LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484x202 Email: pbroege@bnfsbankruptcy.com About Riverwalk Commons, Red Bank LLC Riverwalk Commons, Red Bank, LLC is a privately held company in Wyckoff, New Jersey, engaged in activities related to real estate. Riverwalk Commons, Red Bank, LLC, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 19-10647) on January 10, 2019. In the petition signed by Joseph Langan, member of Langan Development, LLC, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Kathryn C. Ferguson presides over the case. Peter Broege, Esq., at Broege, Neumann, Fischer & Shaver, LLC, represents the Debtor as counsel. RK & GROUP: Seeks to Hire Onyx Tax as Accountant ------------------------------------------------ RK & Group Inc. seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to hire Onyx Tax, LLC as its accountant. The firm will assist the Debtor in the preparation of a bankruptcy plan; review tax claims and liens filed against the Debtor; and prepare its monthly operating reports and tax returns. Onyx will be paid a flat monthly fee of $800. For trial or testimony preparation, attendance at court and any post-hearing matters, the firm's accountants and staff will charge $225 per hour and $100 per hour, respectively. Brian John Ingleright, a certified public accountant employed with Onyx, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Onyx can be reached through: Brian John Ingleright Onyx Tax, LLC 1224 Wappoo Rd. Charleston, SC 29407 Phone: (843) 990-8290 Fax: (877) 619-4265 Email: brian@onyxtax.com About RK & Group Inc. RK & Group Inc., a privately-held company in Goose Creek, South Carolina, is the franchise owner of the Subway restaurant chain. RK & Group filed a Chapter 11 petition (Bankr. D.S.C. Case No. 19-00037), on January 3, 2019. The petition was signed by Rhonda L. Kilgore, president. At the time of filing, the Debtor had $564,823 in total assets and $2,730,911 in total liabilities. The case has been assigned to Judge John E. Waites. The Debtor is represented by Kevin Campbell, Esq., at Campbell Law Firm, PA. RXSPORT CORP: Seeks to Hire Smith Kane Holman as Legal Counsel -------------------------------------------------------------- RxSport Corp. seeks authority from the US Bankruptcy Court for the Eastern District of Pennsylvania to employ Smith Kane Holman, LLC as its legal counsel. The firm will provide these services: a. advise the Debtor with respect to its rights and obligations; b. assist the Debtor in the preparation of the schedules and statement of financial affairs; c. represent the Debtor at the first meeting of creditors and any Rule 2004 examination; d. assist the Debtor in formulating and seeking confirmation of a Chapter 11 plan; and e. perform other legal services in connection with the Debtor's Chapter 11 case. The hourly rates charged by Smith Kane are: Partners $325 - $425 Associates $225 - $325 Paralegals $75 - $100 David Smith, Esq., at Smith Kane, attests that his firm is a "disinterested person" under section 101(14) of the Bankruptcy Code. The firm can be reached through: David B. Smith, Esq. Smith Kane Holman, LLC 112 Moores Road, Suite 300 Malvern, PA 19355 Phone: (610) 407-7217 Fax: (610) 407-7218 Email: dsmith@smithkanelaw.com dsmith@skhlaw.com About RxSport Corp. 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. RxSport Corp. filed a Chapter 11 petition (Bankr. E.D. Penn. Case No. 19-10187) on January 10, 2019. In the petition was signed by David Chandler, president, the Debtor estimated $1 million to $10 million in assets and liabilities. David B. Smith, Esq. at Smith Kane Holman, LLC represents the Debtor as counsel. S.I.D. NO. 240: Pebblebrooke SID Files Chapter 9 Petition and Plan ------------------------------------------------------------------ Sanitary and Improvement District No. 240, the entity responsible for the construction of public improvements of Pebblebrooke, a residential development in Sarpy County, Nebraska, sought Chapter 9 bankruptcy protection with a proposed plan of adjustment that promises to pay holders of construction fund warrants in full, with interest, over time. A SID is responsible for the construction of public improvements, such as roads and utility service lines, within its geographic boundaries. A SID has taxing authority under Nebraska law, and the owners of real estate located within the SID pay property taxes to the SID in exchange for benefits provide The District was formed as a SID under Nebraska law in 2004. The District consists of a residential development generally south and west of the intersection of 168th Street and Highway 370 in Sarpy County, Nebraska, commonly known as Pebblebrooke. The development contains approximately 203 residential lots, as well as two unbuildable outlots. In 2004 and 2005, the District installed infrastructure in the District, including streets, storm sewers, and sanitary sewers and lift stations. This significant financial outlay was funded through traditional sanitary and improvement district financing through the issuance of warrants ("the Pre-Petition Construction Fund Warrants"). These debts would be repaid through the tax revenue, through ad valorem real estate taxes levied against the lots. The District has outstanding Pre-Petition Construction Fund Warrants in the total amount (including principal and interest, as well as script warrants) of $10,398,712. The expected taxable valuation of all real estate and personal property within the District (the "Tax Base") of the development as of the 2017-2018 fiscal year is $43,556,239. After the completion of all home construction, the Tax Base is expected to be $50,000,000. The biggest financial problem facing the District is the fact that the Tax Base did not grow at an expected rate in the years from 2005 to 2012, which cause interest charges to grow far in excess of the District's ability to repay its debts. Eventually, construction significantly raised the Tax Base to where it is today, but the delay in valuation growth meant that significant interest expenses to the District overwhelmed its finances. Bankruptcy In analyzing its ability to pay its debts, the District has considered a number of options. The District has no ability to directly increase the Tax Base. It could reduce spending on street maintenance, but it has already deferred significant maintenance expenses and is concerned that a lack of quality infrastructure would reduce, or prevent growth of, the Tax Base. The District has raising its tax levy to increase current income and allow payment of its debts, but doing so would not allow for payment in full, and would likely materially reduce the Tax Base, as exorbitant taxes would lower market values. Ultimately, the District has determined, after careful consideration, that none of these solutions, alone or together, would be sufficient to raise the funds necessary to pay the existing debts as they come due. The District, through its Board of Trustees, came to the difficult conclusion that a restructuring of the District's debt through a Chapter 9 bankruptcy provided the best opportunity to pay all Creditors a maximum return. Repayment Under Plan In exchange for the cancellation of outstanding Pre-Petition Construction Fund Warrants, the Holders of these Warrants will be provided with Certificates in accordance with the terms of the Plan. The holder of the Certificates may continue to receive payments for as long as 15 years. This will allow the opportunity for current Pre-Petition Construction Fund Warrant Holders to be paid a greater percentage of their debt, including past and future interest. The Certificates will be issued in the amount of principal and interest owed by the District to the Pre-Petition Construction Fund Warrant Holder with interest continuing to the issuance thereof on the Effective Date. Thereafter, the Certificates shall bear interest at the rate of 4% annually on the unpaid principal balance of the Certificates. The Certificates will be paid, first principal and then interest, until all outstanding amounts on the Certificates are paid in full or until the 15-year term of the Plan expires. Repayment to Pre-Petition Construction Fund Warrant Holders, as contemplated by the Plan, is expected to repay the full Principal amount of the Pre-Petition Construction Fund Warrants, for an anticipated total recovery of 100% of all outstanding original principal of the Pre-Petition Construction Fund Warrants, and more than 75% of principal, pre-petition interest and post-petition interest. A copy of the Disclosure Statement explaining the terms of the Plan is available at: http://bankrupt.com/misc/SID_240_17_Plan.pdf About SID No. 240 Sanitary and Improvement District No. 240 is the entity responsible for the construction of public improvements of Pebblebrooke, a residential development in Sarpy County, Nebraska. SID No. 240 sought Chapter 9 bankruptcy protection (Bankr. D. Neb. Case No. 19-80107) on Jan. 23, 2019. The District estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million as of the bankruptcy filing. Pansing Hogan Ernst Bachman, LLP, is the District's counsel. SAM KANE: Sent by Receiver to Chapter 11 Bankruptcy --------------------------------------------------- In order to facilitate the ongoing sales process of the assets of Sam Kane Beef Processors, LLC ("Sam Kane"), and to assure the fair treatment of its creditors and employees, the Receiver has, in accordance with the powers provided to him by the Receivership Order, decided to place Sam Kane under the protection of the U.S. Bankruptcy Court by filing Chapter 11. Under these circumstances, the Receiver made the determination that bankruptcy is the best implementation method to assure a speedy sale and transfer of Sam Kane's assets to a new owner. Chapter 11 will also allow for continued lending from either Sam Kane's lending institution or a Debtor in Possession lender. Sam Kane is a major employer in the Corpus Christi area and a national provider of beef. The Company has engaged Okin Adams LLP as legal counsel, The Claro Group as financial advisor, and Gordian Group as investment banker. About Kane Beef Sam Kane Beef Processors, LLC is an independent, fully-automated processor and distributor of beef and beef products based in Corpus Christi, Texas. SANITARY AND IMPROVEMENT: Chapter 9 Voluntary Case Summary ---------------------------------------------------------- Debtor: Sanitary and Improvement District No. 240 Sarpy County, Nebraska 10250 Regency Circle, Suite 300 Omaha, NE 68114 Type of Debtor: Municipality Chapter 9 Petition Date: January 23, 2019 Court: United States Bankruptcy Court District of Nebraska (Omaha Office) Bankruptcy Case No.: 19-80107 Debtor's Counsel: Mark James LaPuzza, Esq. PANSING HOGAN ERNST BACHMAN, LLP 10250 Regency Circle, Suite 300 Omaha, NE 68114 Tel: (402) 397-5500 Fax: (402) 397-4853 E-mail: mjlbr@pheblaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Mike Freestone, clerk. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/neb19-80107_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/neb19-80107.pdf SENIOR CARE: Committee Taps FTI Consulting as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors of Senior Care Centers, LLC and its debtor-affiliates seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to hire FTI Consulting, Inc. as its financial advisor. FTI will provide these services: a. assist the committee in the review of financial-related disclosures required by the court; b. assist in the preparation of analyses required to assess any proposed debtor-in-possession financing or use of cash collateral; c. assist in assessing and monitoring the Debtors' short-term cash flow, liquidity, and operating results; d. assist in reviewing the Debtors' analysis of their core business assets and the potential disposition or liquidation of non-core assets; e. assist in reviewing the Debtors' cost and benefit analysis with respect to the affirmation or rejection of their executory contracts and leases; f. assist in the review and monitoring of the asset sale process; g. assist in reviewing tax issues associated with, but not limited to, claims or stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; h. assist in the review of the claims reconciliation and estimation process; i. assist in the review of other financial information prepared by the Debtors, including cash flow projections and budgets, business plans, and the economic analysis of proposed transactions for which court approval is sought; j. attend meetings and participate in discussions with the Debtors, potential investors, secured lenders and other parties-in-interest; k. assist in the review or preparation of information and analysis necessary to confirm a plan; l. assist in the evaluation and analysis of avoidance actions; and m. provide other general business consulting or assistance. FTI's customary hourly rates are: Senior Managing Directors $895 - $1,195 Directors/Senior Directors/ $670 - $880 Managing Directors Consultants/Senior Consultants $355 - $640 Administrative/Paraprofessionals $145 - $275 Clifford Zucker, senior managing director of FTI, attests that his firm neither holds nor represents any interest adverse to the Debtors' bankruptcy estate. The firm can be reached through: Clifford A. Zucker Three Times Square, 9th Floor New York, NY, 10036 Tel: +1 212 841 9355 Mobile: +1 908 295 4632 Fax: +1 212 841 9350 Email: cliff.zucker@fticonsulting.com About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. SHARING ECONOMY: Cancels Four Proposed Acquisitions --------------------------------------------------- Sharing Economy International Inc. said that these previously announced proposed acquisitions have been terminated for the following reasons: 1) Target: Pandoodle Contract: Entered into an Exclusivity Agreement dated February 8, 2018 Reason for Terminating Contract: The parties have decided to discontinue negotiations. 2) Target: Icon Property Limited Contract: Entered into MOU on March 14, 2018 Reason for Terminating Contract: The period allowed for the parties to enter into a definitive agreement has expired. 3) Target: Oob Media HK Contract: Entered into Exclusivity Agreements on May 10, 2018 and June 26, 2018 Reason for Terminating Contract: The parties have decided to discontinue negotiations 4) Target: Jidam Contract: Entered into an Exclusivity Agreement dated June 29, 2018 Reason for Terminating Contract: The parties have decided to discontinue negotiations. 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. SHARING ECONOMY: SEIL Cancels Agreement with Gagfare Shareholder ---------------------------------------------------------------- Sharing Economy International, Inc.'s wholly-owned subsidiary, Sharing Economy Investment Limited has cancelled the Sale and Purchase Agreement entered into on Aug. 17, 2018 with the shareholder of Gagfare Limited, according to a Form 8-K filed with the Securities and Exchange Commission. 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. SHELLEY RIYA: Seeks to Hire Kumar Prabhu as Legal Counsel --------------------------------------------------------- Shelley Riya Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Kumar, Prabhu, Patel & Banerjee, LLC, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; examine claims of creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly fees: Partners $300 - $400 Associates $150 - $250 Legal Assistants $100 - $150 The Debtor paid $1,857.05 to Kumar Prabhu for pre-bankruptcy services. The firm holds a retainer in the sum of $125.95. Kumar Prabhu does not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Gai Lynn McCarthy, Esq. Kumar, Prabhu, Patel & Banerjee, LLC One Lakeside Commons, Suite 800 990 Hammond Drive Atlanta, GA 30328 Phone: 678-443-2244 Fax: 678-443-2230 Email: gmccarthy@kppblaw.com About Shelley Riya Inc. Shelley Riya Inc., owner of the Swagat Indian Restaurant in Alpharetta, Georgia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-50931) on January 17, 2019. SMM INC: Seeks to Hire Linda Miller as Accountant ------------------------------------------------- SMM, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to hire Linda Miller, CPA, PSC as its accountant. Linda Miller will provide accounting advice and reports to the Debtor with respect to its finances and will render other services in connection with its Chapter 11 case. The accountant does not have any connection with the Debtor, creditors or any other "party in interest," according to court filings. Linda Miller maintains an office at: Linda Miller, CPA, PSC 215 Nahm St. Paducah, KY 42001 Phone: (270) 575-3444 Fax: (270) 444-8027 Email: aundrea@lamillercpa.com About SMM Inc. SMM, Inc. is the fee simple owner of three assisted living facilities in McCracken County, Ballard County, and Crittenden County, Kentucky, known as New Haven Assisted Living. The properties have a total appraised value of $2.3 million. SMM sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 18-50737) on Nov. 15, 2018. At the time of the filing, the Debtor disclosed $2,275,000 in assets and $1,296,170 in liabilities. The case has been assigned to Judge Alan C. Stout. The Debtor tapped Ryan R. Yates, Esq., at Yates Law Office, as its legal counsel. ST. JOHN PENTECOSTAL: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: St. John Pentecostal Church Inc. 440 Lenox Avenue New York, NY 10037 Business Description: St. John Pentecostal Church Inc. is a tax-exempt religious organization in New York. Chapter 11 Petition Date: January 23, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 19-10195 Judge: Hon. Martin Glenn Debtor's Counsel: Erica Feynman Aisner, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: 914-681-0200 Fax: 914-684-0288 E-mail: erf@ddw-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Robert Johnson, deacon. The Debtor failed to submit a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb19-10195.pdf TENET HEALTHCARE: Fitch Rates $1.5BB Secured 2nd Lien Notes 'B' --------------------------------------------------------------- Fitch Ratings has assigned a 'B'/'RR4' rating to Tenet Healthcare Corporation's (Tenet) $1.5 billion senior secured second-lien notes. Proceeds will be used to refinance existing debt and to pay related fees and expenses. The Rating Outlook is Positive. The ratings apply to $15.0 billion of debt outstanding at Sept. 30, 2018. KEY RATING DRIVERS Hospital Segment Drives Operating Outlook: Tenet is one of the largest for-profit operators of acute care hospitals in the U.S. and is also a leading operator of ambulatory surgery centers (ASCs) through its ownership of United Surgical Partners International (USPI). USPI provides a favorable offset to Fitch's expectation for flat to declining inpatient hospital volumes, but Tenet's hospital operations segment contributes about 80% and 60% of consolidated revenues and EBITDA, respectively, making the segment the main driver of the company's results. In addition to industry-wide secular headwinds to volumes of lower acuity hospital patients, Tenet has also been hampered by some company specific issues in its hospital segment in recent years. Following changes in senior management these issues are now being addressed and this is manifesting in improved operating margins. Sustainably Lower Leverage: At Sept. 30, 2018, Fitch calculates leverage (total debt/EBITDA after associate and minority dividends) of 6.1x. This is improved from a year ago, when leverage stood at 7.9x. Fitch expects Tenet will be able to improve on the 1.8x year-over-year decline in leverage, which was driven by growth in EBITDA and the open market repurchase of a small amount of outstanding debt. Fitch expects leverage could decline to below 6.0x by the end of 2019 assuming some amount of FCF is applied to debt repayment and EBITDA margins expand another 50-60 bps as a result of a cost restructuring program and the divestiture of lower margin hospitals. Profitability Green-Shoots: Despite a continued soft volume performance in the hospital segment during the first half of 2018 (same hospital admissions down 1% and admissions adjusted for outpatient activity up 0.2%), Tenet's operating EBITDA margin expanded by 300 bps in the LTM period ended Sept. 30, 2018 to 14.1% versus 11.0% in 2017. This is partly due to an operational restructuring program that removed a layer of management at the regional hospital level and is expected to result in $195 million of savings in 2018 increasing to an annual run rate of $250 million by the end of the year. Even after this recent improvement, Tenet's profitability continues to lag its closet industry peers, HCA Healthcare Inc. and Universal Health Services Inc., which supports Fitch's view that sustainably higher margins for Tenet are achievable even in a weak volume environment. Industry-Wide Volume Headwinds: Tenet's same hospital volume performance has been spotty for several years. In 2014-2015, the company outperformed the broader for-profit hospital industry on some volume measures before performance took a step back in 2016-2017, and year-to-date 2018 results have been mixed. In addition to company specific issues in some of its hospital markets, Tenet's results reflect the headwinds to volumes of lower acuity hospital patients that are facing the entire industry. Patients and health insurers are pushing to move into lower cost and more convenient outpatient settings, and technology is increasingly enabling this shift. Outpatient Investment Thesis Sounds: These headwinds to lower acuity hospital patient volumes are ongoing and unlikely to abate, and Tenet and other hospital companies have responded by investing in outpatient settings. In addition to operating a large number of ASCs through USPI, Tenet's hospital segment includes other outpatient facilities like imaging centers, satellite emergency departments (EDs) and freestanding urgent care centers. Exposure to outpatient segments may increase the economic cyclicality of Tenet's and other hospital company's operating results over the long term, but on balance these investments provide a beneficial offset to Fitch's expectation for flat to declining inpatient hospital volumes. Strategic Review Spurs Action: Tenet's profitability and FCF generation have also been hampered by company specific issues, including a bloated cost structure, a highly leveraged balance sheet, as well as operational issues in some hospital markets and service lines that have pressured volumes and margins. In addition to the cost restructuring initiative, a recent strategic review partly spurred by pressure from shareholders resulted in Tenet announcing a series of divestitures in the hospital operations segment, targeted service line closures, and a potential sale of the Conifer Health Solutions business. Positive Credit Profile Implications: The cost cutting and portfolio pruning initiatives have positive implications for the credit profile. As one example, Tenet is in the process of divesting its remaining hospitals in Chicago, which is a market where the company has struggled with poor operating performance in recent years. The influence of a sale of Conifer is less clear since it would depend upon the terms of a transaction and the use of proceeds. However, Fitch does not believe the loss of business diversification would be a headwind to the credit profile in and of itself. USPI Purchase Complete: Earlier in 2018, Tenet completed its purchase of private equity firm Welsh, Carson, Anderson & Stowe's ownership interest in USPI. Tenet now owns 95% of USPI; minority partner Baylor University Medical Center owns 5%. This removes an overhang on the credit profile related to concern about the potential for additional debt funding to finance these purchases. Additionally, it frees up cash to be used for other capital deployment priorities. DERIVATION SUMMARY Tenet's 'B' Issuer Default Rating (IDR) reflects the company's highly leveraged balance sheet, largely as a result of debt funded acquisitions. Tenet's leverage is higher than that of the closest hospital industry peers: HCA Healthcare Inc. (HCA; BB/Stable) and Universal Health Services Inc. (UHS; BB+/Stable). Tenet's operating and FCF margins also lag these industry peers, but Tenet has recently made some progress in closing the gap through cost cutting measures and the divestiture of lower margin hospitals. Tenet has a stronger operating profile than lower rated peers Community Health Systems (CHS; CCC) and Quorum Healthcare Corp.; like HCA and UHS, Tenet's operations are primarily located in urban or large suburban markets that have relatively favorable organic growth prospects. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Top-line growth of approximately negative 5% in 2018 and positive 4% in 2019; for 2018 this assumes about 2% organic growth in the hospital operations and Conifer Health Solutions segment and 6% growth in the ambulatory care segment; -- Operating EBITDA margin (Fitch's EBITDA calculation excludes income from affiliates) of 13.7% in 2018 and expanding slightly through the forecast period due to the divestiture of the lower margin hospitals, growth of the higher margin ambulatory segment's share of EBITDA and the effects of the cost restructuring program; -- Fitch forecasts capital expenditures of $675 million in 2018, and capital intensity of 3.7% through 2021; -- FCF (CFO less capital expenditures and dividends to associates and minorities) of about $480 million in 2018, and 2019-2021 FCF margin of 2%-3%; -- Total debt/EBITDA after dividends to associates and minorities declines to about 5.3x by 2020 due to EBITDA growth and FCF used to repay some debt maturing in 2019-2020. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- An expectation of gross debt/EBITDA after associate and minority dividends sustained below 5.5x; -- FCF margin sustained above 2%. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Gross debt/EBITDA after associate and minority dividends sustained above 7.0x; -- Consistently break-even to negative FCF margin. LIQUIDITY Adequate Liquidity Profile: At Sept. 30, 2018, liquidity was provided by $500 million of cash on hand and $998 million of availability on the $1 billion capacity asset-based lending (ABL) revolver. Tenet's debt agreements do not include financial maintenance covenants aside from a 1.5x fixed-charge coverage ratio test in the bank agreement that is only in effect during a liquidity event, defined as whenever available ABL facility capacity is less than $100 million. LTM Sept. 30, 2018 EBITDA/interest paid equalled 2.5x. Aside from the ABL facility, there is no floating rate debt in the capital structure, so exposure to rising interest rates is not an immediate concern. Pro forma for the refinancing transaction, the next maturities are $500 million of first-lien notes maturing in June 2020 and $1.8 billion of first-lien notes maturing in October 2020. Opportunities to Reduce Debt: Historically, opportunities to reduce leverage through debt repayment have been limited by expensive make whole provisions on Tenet's debt. The company has recently been buying back small amounts of bonds on the open market as cash generation has improved. FULL LIST OF RATING ACTIONS Fitch currently rates Tenet as follows: Tenet Healthcare Corporation -- Long-Term IDR 'B'; -- Senior secured asset based lending (ABL) facility 'BB'/'RR1'; -- Senior secured first-lien notes 'BB-'/'RR2'; -- Senior secured second-lien notes 'B'/'RR4'; -- Senior unsecured notes 'B'/'RR4'. The Rating Outlook is Positive. The Recovery Ratings are pro forma for the refinancing. The 'BB'/'RR1' and 'BB-'/'RR2' ratings for Tenet's ABL facility and the senior secured first-lien notes reflect Fitch's expectation of 100% recovery for the ABL facility and 81% recovery for the $6.1 billion first-lien secured notes, respectively, under a bankruptcy scenario. The 'B'/'RR4' ratings on the $2.9 billion senior secured second-lien notes and $5.5 billion senior unsecured notes reflect Fitch's expectations of recovery of 34% of outstanding principal. Fitch estimates an enterprise value (EV) on a going concern basis of $8.8 billion for Tenet, after a deduction of 10% for administrative claims. The EV assumption is based on post reorganization EBITDA after dividends to associates and minorities of $1.4 billion and a 7x multiple. The post-reorganization EBITDA estimate is 40% lower than Fitch's 2018 forecasted EBITDA for Tenet and considers the attributes of the acute care hospital sector including a high proportion of revenue (30%-40%) generated by government payors, exposing hospital companies to unforeseen regulatory changes; the legal obligation of hospital providers to treat uninsured patients, resulting in a high financial burden for uncompensated care, and the highly regulated nature of the hospital industry. During the early part of the past decade, Tenet's EBITDA dropped by more than half as a result of an operational restructuring to correct business practices in violation of Medicare standards. There is a dearth of bankruptcy history in the acute care hospital segment. In lieu of data on bankruptcy emergence multiples in the sector, the 7x multiple employed for Tenet reflects a history of acquisition multiples for large acute care hospital companies with similar business profiles as Tenet in the range of 7x-10x since 2006 and the average current trading multiple (EV/EBITDA) of Tenet's peer group (HCA, UHS, LifePoint [prior to it being taken private] and CHS), which has fluctuated between approximately 6.5x and 9.5x since 2011. Based on the definitions of the secured debt agreements, Fitch believes that the group of operating subsidiaries that guarantee the secured debt excludes any nonwholly owned and nondomestic subsidiaries, and therefore, does not encompass part of the value of the Conifer and ambulatory care segments. While the collateral for the secured debt does include the equity owned by the parent in these subsidiaries, Tenet's financial disclosures do not provide supplemental financial statements breaking down the guarantor versus non-guarantor value. Therefore, while some of the value of the non-guarantor subsidiaries could be captured by the secured lenders ahead of the unsecured lenders in bankruptcy, it is difficult to estimate that amount. Instead, Fitch takes the approach that only the value of the hospital operations segment would be captured by the secured lenders ahead of the unsecured lenders. At Dec. 31, 2017, about 60% of consolidated LTM EBITDA was contributed by the hospital operations segment, and Fitch uses this value as a proxy to determine the rough value of the secured debt collateral of $5.3 billion. Fitch assumes this amount is completely consumed by the ABL facility and the first lien lenders, leaving $3.5 billion of residual value to be distributed on a pro rata basis to the remaining $1.7 billion of first lien claims and the second-lien secured and unsecured claims. The ABL facility is assumed to be fully recovered before the other secured debt in the capital structure. The ABL facility is secured by a first-priority lien on the patient accounts receivable of all the borrower's wholly owned hospital subsidiaries, while the first- and second-lien secured notes are secured by the capital stock of the operating subsidiaries, making the notes structurally subordinate to the ABL facility with respect to the accounts receivable collateral. Fitch assumes that Tenet would draw the full amount available on the $1 billion ABL facility in a bankruptcy scenario, and includes that amount in the claims waterfall. THINGS REMEMBERED: Reportedly Filing for Chapter 11, Closing Stores ------------------------------------------------------------------- Things Remembered Inc., the largest retailer of personalized gifts in the U.S., is preparing to file for bankruptcy protection in the coming days and shutter most of its roughly 400 stores, Reuters reported, citing people familiar with the matter. According to Reuters, Things Remembered is hoping to sell its brand and online business during bankruptcy proceedings, an effort that would potentially preserve hundreds of jobs, one of the sources said. Things Remembered is also seeking buyers for some of its stores, according to the sources. The privately held retailer has roughly $120 million of debt and is owned by a consortium of investors including private-equity giant KKR & Co. Inc. KKR was a lender alongside other financial firms that forgave debt in exchange for ownership of the struggling chain in 2016. According to Reuters' sources, Things Remembered has tapped restructuring lawyers at Kirkland & Ellis LLP to prepare its bankruptcy filing, the sources said. Things Remembered hired investment bank Miller Buckfire & Co., owned by Stifel Financial Corp., in recent weeks in part to seek buyers for its assets. The Company has 2,500 employees. About Things Remembered Founded and headquartered in Cleveland, Ohio, Things Remembered Inc. is the nation's largest and most prominent retailer of personalized gifts. Things Remembered began more than 40 years ago as a small engraving and services shop called "Can Do". It grew to more than 450 stores in 43 states and four Canadian provinces. THURSTON MANUFACTURING: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Thurston Manufacturing Company dba Thurston Manufacturing dba Simonsen Iron Works, Inc. dba Simonsen Iron Works 1708 H Avenue Thurston, NE 68062 Business Description: Thurston Manufacturing Company manufactures fertilizer injection and tillage equipment for the agricultural industry in the United States, the Russian Federation Canada, Africa, Ukraine, and Australia. Chapter 11 Petition Date: January 23, 2019 Court: United States Bankruptcy Court District of Nebraska (Omaha Office) Case No.: 19-80108 Judge: Hon. Shon Hastings Debtor's Counsel: Elizabeth M. Lally, Esq. GOOSMANN LAW FIRM PLC 17838 Burke St, Suite 250 Omaha, NE 68118 Tel: (402) 502-8319 E-mail: lallye@goosmannlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ryan J. Jensen, chief executive officer. 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/neb19-80108.pdf TRANSOCEAN POSEIDON: Moody's Affirms B3 CFR, Outlook Negative ------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Transocean Poseidon Limited's proposed $550 million senior secured notes due 2027. The proceeds from the notes issuance will be used to partially finance the construction of the ultra-deepwater rig Deepwater Poseidon and to fund a debt service reserve account. Concurrently, Moody's downgraded the ratings of Transocean $1.25 billion senior unsecured notes due 2023, $750 million senior unsecured notes due 2025 and $750 million senior unsecured notes due 2026 to Caa1 from B3. These three unsecured notes (priority guaranteed notes or PGNs) are guaranteed by certain Transocean subsidiaries and by Transocean's parent, Transocean Ltd. Moody's affirmed Transocean's B3 Corporate Family Rating, B3-PD Probability of Default Rating and Caa2 senior unsecured notes rating. Moody's also affirmed the B1 rating on Transocean Guardian Limited's 2024 notes (Guardian notes) and Transocean Pontus Limited's 2025 notes (Pontus notes). Moody's affirmed Transocean's SGL-1 Speculative Grade Liquidity Rating. The rating outlook remains negative. Deepwater Poseidon, a seventh generation ultra-deepwater drillship has been in operation since February 2018, working under a ten-year drilling contract with a subsidiary of Royal Dutch Shell Plc (Aa2 stable). The Poseidon Notes will be secured by a first lien interest in Deepwater Poseidon and all amounts due under the Shell contract. Separately, in January 2019, Transocean announced a tender offer to purchase up to $700 million of the company's senior unsecured notes ranging in maturity from 2020 to 2023. "Although there are very modest signs of recovery in the offshore drilling sector, the commodity price volatility presents a head wind for renewed offshore activity and limits Transocean's ability to reduce its debt burden sufficiently to moderate its very high financial leverage," commented Sreedhar Kona, Moody's Senior Analyst. "The company's repayment of its unsecured notes reduces the subordinated debt cushion under its PGNs, while increasing the debt load of the secured notes above the PGNs." Debt List: Assignments: Issuer: Transocean Poseidon Limited Senior Secured Notes, Assigned B1 (LGD2) Downgrades: Issuer: Transocean Inc. Senior Unsecured Notes (PGNs), Downgraded to Caa1 (LGD4) from B3 (LGD4) Affirmations: Issuer: Transocean Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured Revolving Credit Facility, Affirmed Ba3 (LGD2) Senior Unsecured Notes, Affirmed Caa2 (LGD6) from (LGD5) Speculative Grade Liquidity Rating, Affirmed SGL-1 Issuer: Transocean Guardian Limited Senior Secured Notes, Affirmed B1 (LGD2) Issuer: Transocean Pontus Limited Senior Secured Notes, Affirmed B1 (LGD2) Outlook Actions: Issuer: Transocean Inc. Outlook, Remains Negative Issuer: Transocean Guardian Limited. Outlook, Remains Negative Issuer: Transocean Pontus Limited. Outlook, Remains Negative Issuer: Transocean Poseidon Limited. Outlook, Assigned Negative RATINGS RATIONALE The Poseidon Notes are rated B1 (same as the Guardian Notes and the Pontus Notes), two notches above the B3 CFR. The rating is one notch below the revolver's Ba3 rating because of its security interest in only one drillship and the cash flow generated from its drilling contract, and the potential for any residual claims from these Notes to become subordinated to secured claims at Transocean, which has provided unsecured guarantee to these notes. Moody's believes the B1 rating is more appropriate than what is suggested by Moody's Loss Given Default methodology. The downgrade of the PGNs rating to Caa1, in accordance with Moody's Loss Given Default methodology, reflects the increased secured debt from the Poseidon Notes to which the PGNs are subordinated and, reduced cushion of the remaining unsecured notes to which PGNs are senior, due to the guarantees from Transocean's intermediate holding company subsidiaries, effectively giving these notes a priority claim to the assets held by Transocean's operating and other subsidiaries. The Ba3 rating on Transocean's revolving credit facility reflects its superior position in Transocean's capital structure relative to the guaranteed unsecured notes and the unsecured notes, given its security interest in five of Transocean's rigs and strong collateral cushion in the form of a 1.75x collateral coverage ratio covenant requirement. Transocean's remaining senior notes are rated Caa2, or two notches below the B3 CFR, reflecting their lack of security or subsidiary guarantees. Additional issuances of priority guaranteed notes is likely to exert downward pressure on the company's other guaranteed and non-guaranteed notes over time. Transocean's B3 CFR reflects the company's high financial leverage which could worsen unless there is a significant improvement in offshore activity. Moody's expects that, if anemic industry conditions persist, Transocean's premium-priced contracts may run-off amid ongoing weak dayrates resulting from near stagnant rig utilization levels. The company is obligated to spend approximately $1 billion through 2021 to take the delivery of two rigs under construction, one of which currently does not have a drilling contract. Transocean announced in December 2018 the signing of a new five year drilling contract for one of the rigs under construction with Chevron USA, Inc., a subsidiary of Chevron Corporation (Aa2 positive. The drilling contract has an estimated backlog of approximately $830 million and is scheduled to begin in the second half of 2021. Transocean benefits from its superior revenue backlog of $12.5 billion (including the backlog from Ocean Rig), and the company's measures to maintain high levels of revenue efficiency, reduce operating costs, address debt maturities and enhance operational utilization of its active rigs. The company's very good liquidity and the absence of significant near term maturities mitigate default risk notwithstanding high financial leverage. The acquisition of Ocean Rig UDW, Inc. (Ocean Rig, Ratings withdrawn) in 2018 was marginally accretive to Transocean's credit metrics given Ocean Rig's net cash position, its cash flow from the revenue backlog, and forecasted $70 million of potential synergies. Additionally, the acquisition enhanced Transocean's asset value and improved the company's loan to asset value coverage, as equity issuance comprised a large portion of the purchase price. While the Ocean Rig acquisition resulted in further high-grading of Transocean's fleet, it further concentrated the company's position in the ultra-deepwater segment, which may pressure utilization and future earnings should ultra-deepwater activity continue to lag. Moody's expects Transocean to maintain very good liquidity as reflected in its SGL-1 rating, because of its sizable cash balance and borrowing availability under its credit facility. At the end of the third quarter 2018 the company had approximately $2.3 billion of unrestricted cash on the balance sheet and full availability under its $1.0 billion senior secured revolving credit facility, which Moody's expects will remain undrawn through 2019. Post the closing of the Ocean Rig acquisition, issuance of Poseidon notes and completion of the tender offer, the company will have approximately $2.1 billion of cash. The credit agreement contains several financial covenants including maximum debt to capitalization ratio of 0.60:1.00, minimum liquidity of $500 million, minimum guarantee coverage ratio of 3.00x and minimum collateral coverage ratio of 1.75x. Moody's expects the company will remain in compliance with its covenant requirements. Operating cash flow and balance sheet cash should sufficiently cover the capital expenditures and debt maturities through 2019. Capital spending should be moderate until 2021 when Transocean needs to spend about $950 million to take the delivery of two completed drillships. The company has undertaken five secured notes issuances since October 2016, each secured by a newly constructed drillship to partially finance construction of the rigs, allowing the company to preserve cash during an extended market trough. Asset sales, while challenging, given the market conditions for offshore drilling rigs, can be used to raise cash since some of the company's assets are unencumbered. The rating outlook is negative, reflecting Moody's concerns that a meaningful and sustained offshore drilling recovery could be beyond 2019, particularly given the commodity price volatility and the current oversupply of deepwater and ultra-deepwater rigs. The ratings could be downgraded if interest coverage (EBITDA/Interest) approaches 1x. A material loss of backlog, significant negative free cash flow or weakening of liquidity could also pressure the ratings. An upgrade is unlikely in the near term, given Moody's expectations of continuing weak industry conditions and high financial leverage. If Transocean can achieve sequential increases in EBITDA in an improving offshore drilling market while maintaining good liquidity and the company's interest coverage exceeds 2x, an upgrade could be considered. TRANSOCEAN POSEIDON: S&P Rates New $550MM Secured Notes B+ ---------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '1' recovery rating to the proposed $550 million senior secured notes due 2027 that will be issued by offshore drilling contractor Transocean Ltd.'s Cayman Islands-based subsidiary Transocean Poseidon Ltd. The '1' recovery rating indicates S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery to creditors in the event of a payment default. The notes are secured by the seventh generation ultra-deepwater drillship Deepwater Poseidon, which is under long-term contract with a wholly owned subsidiary of Royal Dutch Shell PLC through February 2028 at an above-market day rate of $477,000. The notes are fully and unconditionally guaranteed by parent companies Transocean Inc. and Transocean Ltd. and their collateral rig-owning subsidiaries. S&P said, "We expect the company to use the proceeds from these notes to refinance the debt it incurred for the construction of the Deepwater Poseidon, which was delivered in 2018. "At the same time, we affirmed our 'B+' issue-level rating on Transocean's existing secured debt (including its secured credit facility), our 'B' issue-level rating on its unsecured debt with subsidiary guarantees, and our 'B-' issue-level rating on its unsecured debt without guarantees. All of our other ratings remain unchanged." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P values the company on a discrete asset-value basis based on its net book value and its estimated valuation for the company's fleet including the recent acquisition of Ocean Rig UDW. -- S&P estimates that for the company to default it would require a sustained period of minimal demand for offshore contract drilling services. This would likely occur due to sustained low oil prices or a permanent shift away from offshore resources and toward onshore resources. -- S&P bases its recovery analysis on a net enterprise value for Transocean (net of 7% administrative expenses) of about $7.3 billion. In S&P's view, the company's creditors would realize greater value through a reorganization of the company rather than through a liquidation of its assets. -- S&P's analysis assumes the company's secured credit facility has a first-priority security interest in the Invictus, Inspiration, Asgard, Barents, and Spitsbergen rigs and that its secured notes have a first-priority security interest in the Proteus, Thalassa, Conqueror, Pontus, and Poseidon drillships and the Encourage and Enabler harsh environment rigs. Parent companies Transocean Inc. and Transocean Ltd. guarantee the facilities other than the notes that are secured by the Conqueror. -- S&P said, "With regard to Transocean's unsecured debt with subsidiary guarantees, our recovery expectations numerically exceed 90% but we cap the recovery rating on unsecured debt for companies in the 'B' rating category at '2', indicating our anticipation of substantial recovery (70%-90%) of principal. We cap the rating to reflect the heightened risk that additional priority or pari passu debt will be added along the path to default." -- S&P assumes the company's secured debt is senior in right of payment relative to its unsecured debt without guarantees with respect to its other non-pledged assets (other than Global Marine Inc.). -- Notes issued by Global Marine Inc. do not benefit from guarantees and S&P bases its recovery analysis for the notes on its assessment of recovery value at the subsidiary in a hypothetical default scenario. Simulated default assumptions: -- Simulated year of default: 2021 -- Jurisdiction (Rank A): Although Transocean Ltd. is headquartered in Switzerland, S&P believes it would most likely file for bankruptcy protection or restructure under the U.S. bankruptcy code given its nexus in the U.S. -- Transocean's $1 billion revolving credit facility (which matures in 2023) is 60% utilized, with total outstanding borrowings at the time of S&P's hypothetical default of about $610 million. S&P's 60% assumption is in accordance with its general guidelines for asset-backed lending facilities. -- S&P has assumed full acceptance of the company's $700 million tender offer for its unsecured notes maturing in 2021-2023 (about $500 million has been tendered to date) and that Transocean redeems $700 million of this debt. Simplified waterfall: -- Net enterprise value (after 7% bankruptcy administrative costs): $7.3 billion -- Secured first-lien debt at hypothetical default (including the credit facility and secured notes): $3.0 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Total value available to unsecured claims: $4.3 billion -- Senior unsecured debt (with subsidiary guarantees): $2.8 billion --Recovery expectations: 70%-90% (rounded estimate: 85%) -- Total value available to subordinated unsecured claims: $1.5 billion -- Senior subordinated unsecured debt: $3.3 billion --Recovery expectations: 30%-50% (rounded estimate: 45%) Simplified waterfall (Global Marine): -- Net enterprise value (after 5% administrative costs): $28 million -- Senior unsecured debt: $310 million --Recovery expectations: 0%-10% (rounded estimate: 5%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Transocean Ltd. Issuer Credit Rating B-/Negative/-- New Rating Transocean Poseidon Ltd. Senior Secured $550M Notes Due 2027 B+ Recovery Rating 1(95%) UCOAT IT: Seeks to Hire Darnell as Legal Counsel ------------------------------------------------ UCoat It America, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Darnell, PLLC and pay the firm an hourly fee of $300 for the services of Donald Darnell, Esq., the attorney who will be handling the case. Mr. Darnell 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: Donald C. Darnell, Esq. Darnell, PLLC 8080 Grand St., Suite 1-A Dexter, Michigan 48130 Phone: 734-424-5200 Email: dondarnell@darnell-law.com About UCoat It America LLC UCoat It America, LLC is a privately-owned company based in Royal Oak, Michigan. It was founded in 1999 with the primary goal of providing a true, commercial-grade epoxy floor coating system that was widely available to the do-it-yourself customer. UCoat It America filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case no. 19-40388) on January 11, 2019, listing under $1 million in both assets and liabilities. Donald C. Darnell, Esq., at Darnell, PLLC, represents the Debtor as counsel. UW OSHKOSH FOUNDATION: Seeks to Hire Davis & Kuelthau as Counsel ---------------------------------------------------------------- UW Oshkosh Foundation Alumni Welcome and Conference Center, LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Davis & Kuelthau s.c. as its legal counsel. The firm will assist the Debtor in the preparation of a plan of reorganization and will provide other legal services related to its Chapter 11 case. The firm will charge these hourly fees: Sherry D. Cole Partner $330 Ryan T. Carlson Associate $275 Kay A. Marquardt Paralegal $160 Other Professionals $150 - $510 Sherry Cole, Esq., a partner at Davis & Kuelthau, attests that her firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Sherry D. Coley Davis & Kuelthau s.c. 318 S. Washington Street, Suite 300 Green Bay, WI 54301 Phone: 920-431-2239 Fax 920-431-2279 Email: scoley@dkattorneys.com About UW Oshkosh Foundation Alumni Welcome and Conference Center On Dec. 7, 2018, an order for relief under Chapter 11 was entered in the bankruptcy case of UW Oshkosh Foundation Alumni Welcome and Conference Center, LLC (Bankr. E.D. Wis. Case No. 17-30958). No unsecured creditors committee, trustee or examiner has been appointed in this case. VANS LAUNDROMATS: Seeks to Hire Lee Wang as Accountant ------------------------------------------------------ Van's Laundromats, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire an accountant. The Debtor proposes to employ Lee Wang, a certified public accountant employed with AST Financial, to prepare and file its operating reports and provide all general accounting services that will be necessary during its Chapter 11 case. The accountant charges a monthly fee of $100 to $125. About Van's Laundromats Van's Laundromats Inc. is a Pennsylvania Corporation that operates laundromats in the City of Philadelphia. Van's Laundromats sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-15955) on Sept. 9, 2018. In the petition signed by Mao Khai Van, president, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000 as of the bankruptcy filing. Judge Magdeline D. Coleman presides over the case. The Debtor tapped Demetrius J. Parrish, Jr., and Henry A. Jefferson, in Philadelphia, as its attorneys. VERRI CHIROPRACTIC: Seeks to Hire Mary Sheats as Attorney --------------------------------------------------------- Verri Chiropractic Associates, LP seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire an attorney in connection with its Chapter 11 case. The Debtor proposes to employ Mary Bower Sheats, Esq., an attorney based in Bridgeville, Pennsylvania, to assist in the preparation of a bankruptcy plan; negotiate with its creditors; examine proofs of claim; and provide other legal services related to the case. Ms. Sheats will charge an hourly fee of $200 for her services. The Debtor deposited the sum of $5,000 in escrow with the attorney, plus $783 for anticipated costs and $1,717 for the filing fee. The bankruptcy attorney is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Ms. Sheats maintains an office at: Mary Bower Sheats, Esq. 1195 Washington Pike, Suite 325 Bridgeville, PA 15017 Phone: (412) 281- 7266 Email: Mary@mbsheatslaw.com About Verri Chiropractic Associates Based in Philadelphia, Pennsylvania, Verri Chiropractic Associates, LP, filed a voluntary Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-20199) on January 15, 2019. The case has been assigned to Judge Thomas P. Agresti. The Debtor tapped Mary Bower Sheats, Esq., as its bankruptcy attorney. VISTRA OPERATIONS: Fitch Rates $1.3BB Unsec. Notes Due 2027 BB -------------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR4' rating to Vistra Operations Company LLC's proposed $1.30 billion (upsized from the initially proposed $700 million) 5.625% senior unsecured notes due 2027. The 'RR4' Recovery Rating denotes average recovery in the event of default. Fitch rates the Long-Term Issuer Default Rating (IDR) of Vistra Operations and that of its parent company, Vistra Energy Corp. 'BB'. The Rating Outlook is Stable. Vistra launched a tender offer this morning to purchase in cash a substantial portion of its outstanding 7.375% senior notes due 2022, which are part of the legacy Dynegy Inc. debt. The tender offer and the associated transaction costs will be funded by the proceeds from the new notes at Vistra Operations and cash on hand. This transaction is part of management's continued efforts to simplify the capital structure post the acquisition of Dynegy and consolidated the debt issuance at Vistra Operations. The transaction provides added benefits of reducing interest expense and extending the debt maturity profile. The 'BB' IDR for Vistra reflects its size and scale as the nation's largest independent power producer; fuel and geographic diversity amassed through the acquisition of Dynegy Inc.; a high margin retail electricity business in Texas and strategic priority to grow its retail business outside of Texas; strong FCF generation; and commitment to conservatively manage its balance sheet, with a goal to attain net debt/EBITDA of 2.5x (or gross debt/EBITDA of 2.7x) by year-end 2020. KEY RATING DRIVERS Transaction Simplifies Capital Structure: The issuance of senior unsecured notes at Vistra Operations and the concurrent tender offer of a portion of the legacy Dynegy debt continues management's efforts to simplify the capital structure. In June 2018, all secured credit facilities were moved to Vistra Operations and the legacy Dynegy term loan and revolver were eliminated. Substantially all of the legacy Dynegy operations were moved under Vistra Operations. Guarantors of the secured credit facilities guarantee the new notes and the legacy Dynegy senior notes. The new notes do not receive the intermediate holding parent guarantee, unlike the senior secured credit facilities and legacy Dynegy senior notes. Shareholder Friendly Capital Allocation: With its third-quarter earnings release, management announced an incremental $1.25 billion share repurchase program to be completed over the next 12-18 months. It also announced an annual dividend of $0.50 per share beginning first-quarter 2019, which is expected to grow at an annual rate of 6%-8%. While Fitch had assumed some amount of share repurchases and dividend payments in financial projections, the announced amounts were above expectations. Fitch now expects Vistra's gross debt/EBITDA to be modestly above earlier expectations of 3.0x by year-end 2019 but still solidly in line with the 'BB' IDR. Dynegy Acquisition Adds Scale and Diversity: Fitch favorably views Vistra's acquisition of Dynegy in an all-stock deal that created the largest independent power producer in the U.S., with approximately 41 gigawatts (GW) of installed capacity. The acquisition diversifies Vistra's fleet away from Texas, which, while exhibiting a favorable demand-supply dynamic, lacks the additional revenue support that capacity markets provide in other regions, such as PJM Interconnection and New England. Dynegy's combined-cycle gas turbine fleet boosts the combined entity's natural gas share of generation to 52% from 36%, thereby lowering the overall fleet's sensitivity to natural gas prices. Vistra expects to realize material synergy savings from its combination with Dynegy, which will result in EBITDA uplift from synergies and operational improvements of $565 million. Vistra also expects to realize $295 million of run-rate FCF benefits from deleveraging and capital structure efficiencies, and projects a substantial decline in federal cash taxes and tax receivable agreement payments over 2018-2022 due to the ability to utilize Dynegy's net operating losses. As a partial offset, the combination with Dynegy significantly increases Vistra's long generation position, and in this regard, Fitch views favorably management's strategic goal to grow its retail presence outside Texas. Demonstrated Stability of the Texas Retail Business: TXU Energy, Vistra's retail electricity operation in Texas, is a high-margin business that offers an effective sales channel and a partial hedge for its wholesale generation. Retail margins in the commercial and industrial segment generally remained range-bound during commodity cycles, and residential retail margins are usually countercyclical, given the length and stickiness of the customer contracts. Strong brand recognition, tailored customer offerings and effective customer service are driving high customer retention, and TXU Energy's attrition rates declined over the years. Residential customer count has remained largely stable at 1.5 million since 2015. Vistra's integrated model (wholesale plus retail) in Texas resulted in relatively stable EBITDA over 2012-2017. The Electric Reliability Council of Texas' (ERCOT) retail business grew its customer count by approximately 1.4% through the first nine months of 2018, demonstrating its ability to win market share in periods of volatile commodity movements. Constructive Power Market Developments: The power prices in ERCOT increased in 2018 following portfolio rationalization announcements by other generators. With electricity demand in the region projected to continue its strong growth, the reserve margins are expected to fall to 8.1% for summer 2019, remain between 10%-12% over 2020-2022 (below ERCOT's 13.75% threshold) and fall to 7.5% by 2023, as per ERCOT's December 2018 Capacity, Demand and Reserves report. The recent announcement of retirement of Gibbons Creek coal plant will further reduce the reserve margins. This is expected to put upward pressure on power prices. Scarcity premiums remain leveraged to weather, wind performance during peak hours and Operation Reserve Demand Curves (ORDC) parameters and, as a result, the power prices are still below the levels needed to incentivize new gas fired build. In its Jan. 17 open meeting, the Public Utility Commission of Texas asked ERCOT to implement changes to the ORDC such that the scarcity price adder would be implemented more frequently and at a higher level. Other markets including PJM continue to push forward with market reforms that will potentially help mitigate issues associated with state sponsored subsidies for specific types of power generation. Long-Term Headwinds to Margin Growth: The competitive markets continue to face structural imbalances brought on by the onslaught of renewables and the growth in supply of efficient natural gas-fired plants in certain markets, due to extremely low natural gas prices, even as power demand growth remains flat to down in most markets, excluding ERCOT. State intervention to save struggling nuclear plants via subsidies has the potential to skew market price-setting mechanisms. Rapid advancements in battery storage technologies also have the potential to accelerate the generation mix shift away from fossil fuel power plants, leading to long-term uncertainty for merchant generation business models. Given the uncertain long-term backdrop, Fitch views management's strategic initiatives to grow its retail presence, rationalize generation capacity in markets such as the Midwest and California, and start focusing on renewables and battery storage as positive. Strong Cash Flow Generation Supports Deleveraging: Fitch believes the company should be able to deliver adjusted EBITDA within management's guidance ranges of $2.75 billion-$2.85 billion in 2018 and $3.22 billion-$3.42 billion in 2019. Realization of synergy benefits and O&M cost control should offset the drag from declining capacity revenues in 2020, according to Fitch. Management expressed confidence in its ability to generate approximately $3 billion in adjusted EBITDA in any commodity environment. Fitch expects Vistra to generate FCF of more than $1.5 billion in 2018 and upward of $2.0 billion in 2019 and beyond, prior to return of capital to shareholders. In June, Vistra's board authorized a $500 million share repurchase program, which has been completed. With its third quarter earnings release, management announced an incremental $1.25 billion share repurchase program to be completed over the next 12-18 months. It also announced an annual dividend of $0.50 per share beginning in the first quarter of 2019, which is expected to grow at an annual rate of 6%-8%. Capex is largely attributable to maintenance items for the generation assets and is projected to be $450 million-$500 million through 2020. The retail business generates a substantial amount of FCF because capex requirements are modest. The strong FCF generation affords management ample financial flexibility to execute its leverage reduction goals and reinvest and/or return capital to shareholders. Fitch believes management's 2.5x net debt/EBITDA target by year-end 2020 is achievable given the FCF profile and ability to call $3.7 billion of legacy Dynegy notes in 2018 and 2019. DERIVATION SUMMARY Vistra is well positioned relative to Calpine Corporation (B+/Stable), Exelon Generation (ExGen; BBB/Stable) and PSEG Power LLC (BBB+/Stable) in terms of size, scale and geographic and fuel diversity. Vistra is the largest independent power producer in the country with approximately 41 GW of generation capacity compared with Calpine's 26 GW, ExGen's 33 GW and PSEG Power's 12 GW. Vistra's generation capacity is well diversified by fuel compared with Calpine's natural gas heavy and ExGen's nuclear heavy portfolio. Similarly, Vistra's portfolio is well diversified geographically as compared with the Northeast dominant portfolio of ExGen and PSEG Power. Both Vistra and ExGen benefit from their ownership of large retail electricity businesses, which are typically countercyclical to wholesale generation given the length and stickiness of customer contracts. Vistra has a dominant position in the mass retail market in Texas, which has generated stable EBITDA over 2012-2017 despite power price volatility. A key benefit of acquiring Dynegy has been the drop in sensitivity of Vistra's EBITDA to changes in natural gas prices and heat rates. Vistra's gross debt/EBITDA (pro forma for Dynegy's acquisition) of 3.7x and the target to reach 2.7x by 2020 compares favorably with Calpine's 6.2x gross leverage at the end of 2017 and projected mid to high 4.0x by 2022. Exgen's gross debt/EBITDA was approximately 4.0x in 2017 and is projected to trend down to 3.0x or below over the next few years. For PSEG Power, debt/EBITDA is expected to decline to less than 2.5x by 2020. The ratings of both ExGen and PSEG Power benefit considerably from their ownership by a utility holding company. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Estimated generation of 196 TWHs in 2018 and 198 TWHs in 2019 and in 2020; -- Hedged generation in 2018-2020 per management's guidance; -- Retail load of approximately 65-70 TWHs; -- Power price assumption based on Fitch's base deck for natural gas prices of $3.10/MMBtu in 2018, $3.25/MMBtu in 2019 and $3.00/MMBtu in 2020 and beyond and current market heat rates; -- Capacity revenues per past auction results and no material upside in future auctions; -- $150 million of synergies realized in 2018, $400 million in 2019 and $500 million in 2020; -- Maintenance capex of approximately $400 million in 2018 and $500 million p.a. in subsequent years; -- Deleveraging in 2018-2020 to reach 2.7x gross debt/EBITDA target; -- No new generation contemplated after the 180 MW Upton solar plant is complete. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Execution of deleveraging as per management's stated goal such that gross debt to EBITDA is below 3.0x on a sustainable basis; -- Track record of stable EBITDA generation; -- Measured approach to growth; -- Balanced allocation of FCF that maintains balance sheet flexibility while maintaining leverage within stated goal. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Weaker power demand and/or higher-than-expected supply depressing wholesale power prices and capacity auction outcomes in its core regions; -- Unfavorable changes in regulatory construct/rules in the markets that Vistra operates in; -- Rapid technological advancements and cost improvements in battery and renewable technologies that accelerate the shift in generation mix away from fossil fuels; -- An aggressive growth strategy that diverts a significant proportion of FCF toward merchant generation assets and/or overpriced retail acquisitions; -- Gross debt/EBITDA above 3.5x on a sustainable basis. LIQUIDITY Fitch views Vistra's liquidity as adequate. Vistra Operations currently has a $2.5 billion revolving credit facility. Approximately $1.21 billion of LCs were outstanding as of Sept. 30, 2018, which reduces the available revolver capacity to $1.29 billion. As of Sept. 30, 2018, Vistra had $811 million of unrestricted cash on hand. Fitch expects Vistra to generate a sizable amount of FCF annually and maintain a minimum of $400 million of cash on its balance sheet for working capital purposes. VISTRA OPERATIONS: S&P Rates $1.3BB Sr. Unsec. Notes Due 2027 'BB' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Vistra Operations Co. LLC's $1.3 billion senior unsecured notes due 2027. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a default. The company intends to use the proceeds from this issuance primarily to refinance debt at Vistra Energy Corp. and pay fees and expenses associated with the transaction and modest redemption premiums. The debt the company plans to refinance was originally issued by Dynegy Inc. and subsequently assumed by Vistra Energy when its acquisition of Dynegy closed in 2018. S&P notes that Vistra Operations may upsize the offering based on market conditions. As of Dec. 31, 2018, Vistra Energy and Vistra Operations together had about $10.5 billion of recourse and imputed debt. Vistra is a publicly traded independent power producer that is headquartered in Texas. The company operates its retail and generation power businesses predominantly in the Electric Reliability Council of Texas (ERCOT), Northeast, and Mid-Atlantic power markets. S&P's 'BB' issuer credit rating on Vistra reflects its fair assessment of its business risk profile and our significant assessment of its financial risk profile. RATINGS LIST Vistra Energy Corp. Issuer Credit Rating BB/Stable/-- New Rating Vistra Operations Co. LLC Senior Unsecured $1.3B Notes Due Feb. 2027 BB Recovery Rating 3(65%) VIVID SERVICE: Court Confirms Ch. 11 Plan, Approves Disclosures --------------------------------------------------------------- On December 18, 2018 the Court held a hearing upon due notice to consider final approval of the Disclosure Statement and confirmation of the Plan of Reorganization of Vivid Service Group, LLC. The Plan has been accepted in writing by the creditors and parties in interest whose acceptance is required by law. The Court finds that confirmation of the Plan is not likely to be followed by the liquidation or need for further financial reorganization of the Debtor except as liquidation or reorganization is proposed in the Plan. The treatment for Class 4 appearing on page 6 of 22 of the Plan of Reorganization is deleted in its entirety and replaced with the following: This class consists of all persons and entities not otherwise classified and treated herein holding court allowed general unsecured claims in the approximate aggregate amount of $385,000.00. Under the Plan, Debtor shall pay a pro rata share of $2,000.00.00 per month to the creditors holding allowed general unsecured claims beginning on the Effective Date of the Plan and on the like day of each month thereafter until each such creditor shall receive 35% of its respective allowed claim amount. The Court, accordingly, approved the Disclosure Statement and confirmed the Plan, as amended, subject to the Class 5 equity interest holder Joshua Allin depositing $20,000.00 personal funds into the Debtor's accounts on or before the Effective Date of the Plan to be used by the Debtor to fund Court approved professional fees as provided in the Plan. To the extent that there may be a conflict between the terms of the Disclosure Statement, the Plan, and the terms of this Order, then the terms of this Order shall control. About Vivid Service Group Incorporated in February 2017, Vivid Service Group, LLC, provides home improvement services, including lawn maintenance, landscape design, home remodeling, and handyman services in the Cumming and McDonough, Georgia areas. Vivid Service Group filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 18-50460) on Jan. 10, 2018. The Debtor continues to control and manage its affairs as a debtor-in-possession. The Debtor hired Paul Reece Marr, P.C., as its attorney. WESTMORELAND COAL: Names Pre-Bankr. Lenders as Successful Bidder ---------------------------------------------------------------- BankruptcyData.com reported that Westmoreland Coal Company notified the Bankruptcy Court that it had cancelled the auction scheduled for January 22, 2019 and designated the "WLB Debtors" as the Successful Bidder -- after not having received any qualified bids other than the stalking horse bidder. The Stalking Horse Bidder is an entity formed on behalf of holders of the Debtors' pre-petition secured notes due 2022 and prepetition secured term loans due 2020 for the purpose of credit bidding on the Debtors' assets and was approved as the stalking horse bidder in November 2018, BankruptcyData noted. The notice further stated that "the WLB Debtors received several bids for the Buckingham Mine, which is a Non-Core Asset. The WLB Debtors intend to seek approval of a sale of the Buckingham Mine pursuant to procedures separate from those set forth in the Bidding Procedures Order. The WLB Debtors [also] received bids for certain of the Non-Core Assets other than the Buckingham Mine. While those bids were not Qualified Bids, the WLB Debtors intend to continue to evaluate such bids, in consultation with the Consultation Parties, because no other Qualified Bid was received, the WLB Debtors have selected the Stalking Horse Bid as the Successful Bid for the Core Assets and the Non-Core Assets except for the Buckingham Mine; provided that the WLB Debtors may decide to enter into a sale of the (non-Buckingham) Non-Core Assets to a bidder other than the Stalking Horse Bidder, which the WLB Debtors will announce by separate notice filed with the Court." About Westmoreland Coal Company Based in Englewood, Colorado, Westmoreland Coal Company (otcmkts:WLBA) --http://www.westmoreland.com/-- is an independent coal company based in the United States. The Company produces and sells thermal coal primarily to investment grade utility customers under long-term, cost-protected contracts. Its focus is primarily on mine locations which allow it to employ dragline surface mining methods and take advantage of close customer proximity through mine-mouth power plants and strategically located rail transportation. At Dec. 31, 2017, the Company's U.S. coal operations were located in Montana, Wyoming, North Dakota, Texas, New Mexico and Ohio, and its Canadian coal operations were located in Alberta and Saskatchewan. The Company sold 49.7 million tons of coal in 2017. Westmoreland Coal reported a net loss applicable to common shareholders of $71.34 million for the year ended Dec. 31, 2017, a net loss applicable to common shareholders of $27.10 million for the year ended Dec. 31, 2016, and a net loss applicable to common stockholders of $213.6 million for the year ended Dec. 31, 2015. As of June 30, 2018, the Company had $1.45 billion in total assets, $2.14 billion in total liabilities and a total deficit of $686.2 million. Westmoreland Coal Company and 36 affiliates filed voluntary Chapter 11 petition (Bankr. S.D. Tex., Case No. 18-35672) on October 9, 2018. The Debtors tapped Jackson Walker LLP and Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their legal counsel; Centerview Partners LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; PricewaterhouseCoopers LLP as consultant; and Donlin, Recano & Company, Inc. as notice and claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 19, 2018. The Committee tapped Morrison & Foerster LLP and Cole Schotz P.C. as its legal counsel. WILBANKS ASSOCIATES: Taps Hartzog and Swordsma as Accountant ------------------------------------------------------------ Wilbanks Associates, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Hartzog and Swordsma, LLC as its accountant. The firm will assist the Debtor in the preparation of tax returns; conduct an analysis and valuation of assets of its bankruptcy estate; review case documents to determine the nature of transactions reportable for tax purposes; and provide other accounting services that will be necessary during its Chapter 11 case. Roberta Hartzog, the accountant employed with Hartzog and Swordsma who will be providing the services, charges an hourly fee of $250. Staff accountants charge $90 per hour. Ms. Hartzog disclosed in a court filing that all members of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Roberta Hartzog Hartzog and Swordsma, LLC P.O. Box 190 Tyrine, GA 30290 Phone: (404) 762-7758 Fax: (770) 486-6710 Email: rhartzog@hrs-cpa.com Email: info@hrs-cpa.com About Wilbanks Associates Wilbanks Associates, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-69892) on Nov. 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 is assigned to Judge Jeffery W. Cavender. The Debtor tapped Limbocker Law Firm, LLC as its legal counsel. YODER & YODER: April 17 Plan Confirmation Hearing ------------------------------------------------- Chief Bankruptcy Judge Robert E. Grant entered an order approving Yoder & Yoder, Inc.'s disclosure statement. Confirmation hearing will be held on April 17, 2019 at 10:50 AM. The Troubled Company Reporter previously reported that unsecured creditors will get $5,000 in three annual payments under the plan. The Debtor has in accordance with its experience and expertise, formulated projections of income and expenses for the continued operation of the corporation. These projections, based upon the Debtor's most current information reflect the present opinion of the income to be generated by the operation of Yoder & Yoder, Inc., as well as the costs and expenses associated with its operation over the next three years. A full-text copy of the Disclosure Statement dated December 5, 2018 is available at: http://bankrupt.com/misc/innb18-1811152-30.pdf About Yoder & Yoder Inc. Yoder & Yoder, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 18-11152) on June 21, 2018. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. Judge Robert E. Grant presides over the case. Daniel J. Skekloff, Esq., and Scot T. Skekloff, Esq. at Haller & Colvin, PC, serve as the Debtor's counsel. [*] 5th Circuit Blocks Fraudulent Transferee's Good Faith Defense ----------------------------------------------------------------- Michael L. Cook, Esq. of Schulte Roth & Zabel LLP, disclosed that in an "A . . . transferee [who] received fraudulent transfers with actual knowledge or inquiry notice of fraud or insolvency" loses any "good faith" defense available under the Texas version of the Uniform Fraudulent Transfer Act ("TUFTA"), held the U.S. Court of Appeals for the Fifth Circuit on Jan. 9, 2019. Janvey v. GMAG LLC, 2019 WL 141107, *3 (5th Cir. Jan. 9, 2019) (emphasis added). Although the "TUFTA good faith affirmative defense is an exception to the rule that fraudulent transfers must be returned," the Fifth Circuit reasoned that "no court has considered extending TUFTA good faith to a transferee on inquiry notice who later shows an investigation would have been futile." Id. at *4, *5. Significantly, in reversing the district court's dismissal of an SEC receiver's fraudulent transfer complaint in a Ponzi scheme case, the court "declined to rely on [Bankruptcy Code] Sec. 548(c) [case law] to interpret TUFTA good faith." Id., citing G.E. Capital Commercial Inc. v. Worthington Nat'l Bank, 754 F.3d 297, 312 n.21 (5th Cir. 2014) (Code "Sec. 548(c) is not necessarily substantively congruent with state-law counterparts, despite a common ancestry."). Relevance GMAG shows the different approaches taken by courts when applying fraudulent transfer law under the Uniform Fraudulent Transfer Act ("UFTA") and under the Bankruptcy Code ("Code"). In fact, the Fifth Circuit struggled with differences between the two seemingly identical statutes in 2015 and 2016 after asking for and receiving guidance from the Texas Supreme Court on the meaning of "value" in TUFTA's good faith defense provision. In Janvey v. Golf Channel Inc., 834 F.3d 570, 572 (5th Cir. 2016), the court reluctantly affirmed the dismissal of the SEC receiver's fraudulent transfer suit against an advertising firm for $5.9 million it had received in good faith from a Ponzi scheme debtor. In response to the Fifth Circuit's certified question, the Texas Supreme Court ruled that the defendant's "mediaadvertising services had objective value and utility from a reasonable creditor's perspective at the time of the transaction, regardless of [the debtor's] financial insolvency at the time." Janvey v. Golf Channel Inc., 487 S.W. 560, 570 (2016). The Fifth Circuit could therefore not apply TUFTA "in a way that would nullify a statutory affirmative defense [good faith receipt of funds in exchange for reasonably equivalent value] whenever [the] debtor was operating a Ponzi scheme." The district court in Golf Channel had dismissed the receiver's complaint, relying on the defendant's statutory good faith affirmative defense, reasoning that the defendant "looks more like an innocent trade creditor than a salesman perpetrating and extending the [debtor's] Ponzi scheme." In its earlier 2015 decision, the Fifth Circuit had held that the Golf Channel case was "different" because the debtor had been "engaged in a Ponzi scheme," but reluctantly vacated that ruling when it received a definitive answer from the Texas Supreme Court on the Texas state law issue -- the meaning of "value" in TUFTA. According to the Fifth Circuit, the Texas court interpreted "the concept of 'value' under TUFTA differently than we have understood 'value' under other states' fraudulent transfer laws and under Section 548(c) of the . . . Code." Significantly, the defendant's good faith in Golf Channel was undisputed, in contrast to the alleged facts in GMAG, where the defendant's good faith was the key issue. Facts The defendants in GMAG (collectively, "M"), had invested in the debtor's Ponzi scheme and had later received $88.2 million in cash from the debtor. After the receiver sued, M returned $8.5 million, representing so-called "fictitious profits" on its original investment. M had an investment committee monitor its $79-million investment in the debtor. When it learned that the SEC was investigating the debtor, M's investment committee resolved to "take back, at minimum, [M's] accumulated interest . . . ." 2019 WL 141107, at *1. According to the receiver, M's later redemptions were "the result of mounting skepticism about" the debtor. Id. The receiver sued M to recover the redeemed funds, asserting a fraudulent transfer under TUFTA and unjust enrichment. The district court rejected the receiver's unjust enrichment claim before trial, only presenting to the jury the issue of whether M received $79 million as a fraudulent transfer in good faith. According to the jury, M had "inquiry notice that [the debtor] was engaged in a Ponzi scheme, but not actual knowledge." Id. at *2. The court had defined inquiry notice for the jury as "knowledge of facts relating to the transaction at issue that would have excited the suspicions of a reasonable person and led that person to investigate." The jury further found that "an investigation [by M] would have been futile," having been told by the district court that futility existed if "a diligent inquiry would not have revealed to a reasonable person that [the debtor] was running a Ponzi scheme." Id. Rejecting the receiver's argument that "the jury's finding of inquiry notice defeated [M's] TUFTA good faith defense as a matter of law," the district court held that M had "satisfied [its] good faith defense," limiting the receiver to the $8.5 million it had already received from M. The Fifth Circuit TUFTA's Good Faith Defense. "Recipients of fraudulent transfers can prevent clawback actions by proving they received property 'in good faith and for a reasonably equivalent value' [but . . .] bear the burden of proving" that good faith defense. Id. The Texas Supreme Court has not defined "good faith," but Texas lower courts "have overwhelmingly adopted an objective definition: 'A transferee who takes property with knowledge of such facts as would excite the suspicions of a person of ordinary prudence and put him on inquiry of the fraudulent nature of an alleged transfer does not take the property in good faith and is not a bonafide purchaser.'" Id. at *3, citing Hahn v. Love, 321 S.W. 3d 517, 527 (Tex. App. Houston [Pt Dist.] 2009, pet. denied); and GE Capital Commercial Inc. v. Worthington Nat'l Bank, 754 F.3d 297, 313 (5th Cir. 2014). No Futility Exception for TUFTA Good Faith Defense. In fraudulent transfer cases based on the Code's good faith provision, Sec. 548(c) (transferee "that takes for value and in good faith . . . may retain any interest transferred . . . to the extent that such transferee . . . gave value to the debtor in exchange for such transfer"), a transferee may "rebut" proof of inquiry notice by showing that it "conducted a 'diligent investigation' into [its] suspicions." Id., citing Templeton v. O'Cheskey, 785 F.3d 143, 164 (5th Cir. 2015). Further, courts in Code cases also permit a "transferee on inquiry notice to rebut inquiry notice by proving that the fraudulent scheme's complexity would have rendered any investigation futile." Id., citing Christian Bros. High Sch. Endowment v. Bayou No Leverage Fund LLC, 439 B.R. 284, 317 (S.D.N.Y. Sep. 17, 2010). The district court in GMAG applied this "futility exception," reasoning that the Texas Supreme Court "would adopt the diligent investigation requirement" because the Code "may be used to interpret [TUFTA]" Id., citing Janvey v. Democratic Senatorial Campaign Comm'n Inc., 712 F.3d 185, 194 (5th Cir. 2013). It found no binding precedent "requiring the conclusion that a transferee on inquiry notice who fails to investigate lacks good faith." Id. The district court still "held that a transferee with inquiry notice must conduct a diligent investigation into the facts that put [it] on inquiry notice to retain TUFTA good faith." Id. In addition, reasoned the lower court, the transferee could "satisfy TUFTA good faith by proving that such an investigation would have been futile." Id. M had retained good faith, said the district court, because the jury found "that an investigation into the [Ponzi] scheme would have been futile despite M's inquiry notice." Id. at *4. Texas Law: Transferees With Inquiry Notice Have No Good Faith Defense. Both "Texas lower courts and federal district courts considering TUFTA good faith rely on Hahn to hold that transferees [with] actual knowledge or inquiry notice of fraud cannot claim TUFTA's good faith defense." Id. at *4. No court, though, "has . . . extend[ed] TUFTA good faith to a transferee on inquiry notice who later shows an investigation would have been futile." Id. In the Fifth Circuit's view, the district court in GMAG mistakenly supplemented applicable Texas law's "good faith analysis with interpretations of . . . Code good faith" cases under Code Sec.548(c). Id. The Fifth Circuit may have "relied on Sec. 548 to interpret various TUFTA provisions because TUFTA is based on UFTA, which itself is based on Sec. 548," but the court has "previously declined to rely on Sec. 548(c) to interpret TUFTA good faith." Id. First, "neither Sec.548(c) text nor its legislative history defines good faith." Id. at *5, citing Jimmy Swaggart Ministries v. Hayes, 310 F.3d 796, 800 (5th Cir. 2002). Courts have disagreed "as to what conditions . . . allow a transferee this defense." Id. Courts have also disagreed on whether a transferee on inquiry notice "must satisfy a 'diligent investigation' requirement"; and "the case law is not clear" as to the nature of the investigation requirement and "whether Sec. 548(c) permits a futility exception." Id., citing Bayou, 439 B.R. at 312 (recognizing futility exception) and Zayed v. Buysse, 2012 W.L. 12893882, at *22-23 (D. Minn. Sep. 27, 2012) (rejecting futility exception). Because of this "lack of conformity," the Fifth Circuit declined to rely on Code "interpretations to construe TUFTA good faith." Id. Instead, the court held that "failing to inquire when on inquiry notice does not indicate good faith." Id. "No prior court considering TUFTA good faith has applied a futility exception" in the good faith context. Id. For that reason, the Fifth Circuit declined "to hold that the [Texas] Supreme Court . . . would do so." At most, a transferee might "offer up evidence of undertaken investigations to prove a reasonable person's suspicions would not have been aroused when the transfer was received." Id. But the complexity of the scheme "does not excuse a finding of inquiry notice and does not warrant the application of TUFTA good faith." Id. Comment GMAG is another example of the Fifth Circuit's construing two virtually identical statutes differently, depending on the applicability of federal or state law. Had the GMAG claims been asserted under the Code, M would have been able to assert a futility defense. Until the Texas Supreme Court rules differently from Texas lower courts, no futility exception is available to a fraudulent transferee on inquiry notice of the debtor's fraud when TUFTA applies in the Fifth Circuit. But see In re Polaroid Corp., 472 B.R. 22, 43, 52 (Bankr. D. Minn. 2012), aff'd, 779 F.3d 857 (8th Cir. 2015) ("In the Eighth Circuit, corollary provisions in the federal and state law that address intentionally fraudulent transfers receive the same construction and application . . . Harmonizing the construction of cognate legislation is as appropriate for the defense as it is for the main remedy."); In re IFS Financial Corp., 417 B.R. 419, 446 (Bankr. S.D. Tex. 2009) (TUFTA fraudulent transfer suit; defendant "received . . . transfers in good faith"; ". . . had no reason to question the legitimacy . . . of the investments prior to receipt of the disputed transfers"; defendant "inquired about the [transferor's] operations [and] found . . . explanation very persuasive."), aff'd, 669 F.3d 255 (5th Cir. 2012); In re World Vision Entertainment, Inc. 275 B.R. 641, 660 (Bankr. M.D. Fla. 2002) ("The defendants did not perform the minimal due diligence steps needed to demonstrate that they acted in good faith"; claims brought under UFTA and Code). As noted by the leading bankruptcy treatise, "[t]he UFTA [was] . . . drafted after [Code] section 548 . . . by the same individuals." 5 Collier, Bankruptcy Sec. 548.09 [5] (16th ed. 2018). [*] Otterbourg P.C. Announces Promotions of Four Attorneys ---------------------------------------------------------- Otterbourg P.C. on Jan. 16. 2019, announced promotions of four attorneys, effective January 1, 2019. Nneoma A. Maduike has been promoted to Member of the Firm in the Banking and Finance Group. Ms. Maduike represents banks, hedge funds, private equity funds, commercial finance companies and other institutional lenders in connection with the structuring and documentation of loan transactions, including asset based, cash flow and structured finance transactions, as well as leasing transactions, loan workouts and restructurings, and portfolio acquisitions and dispositions. In the course of her career, Ms. Maduike has worked on numerous financing transactions confronting a wide range of legal issues raised by federal, state and international law. Ms. Maduike has been recognized by Best Lawyers in America as one of the top 15 Women of Influence in America and is a winner of the 2017 Commercial Finance Association 40 under 40 Awards. Ms. Maduike has also been recognized as one of the 2018 Top 50 Women in Commercial Finance. She is an active member of several legal organizations, including the Coalition of Women's Initiatives in Law, the Commercial Finance Association, the New York City FinTech Women and the New York City Bar Association. She is a board member and the past president of the Coalition of Women's Initiatives in Law – New York. She earned her J.D. from Northeastern University in 2006 and her B.A. from Rutgers University, magna cum laude, in 2003. Pauline McTernan has been promoted to Of Counsel in the firm's Litigation Group. In addition to serving as co-chair of the firm's recruiting committee, Ms. McTernan represents corporations, governmental agencies, financial institutions, and individuals in a broad spectrum of litigation, arbitration, and bankruptcy matters. She has advised on disputes involving a diverse array of issues, including breach of contract, commercial and bank fraud, restrictive covenants, letters of credit, entitlement to tax refunds, intellectual property, class action defense and employment and corporate governance matters. Ms. McTernan's experience spans all aspects of litigation, including pleadings, discovery, motion practice, settlement negotiations, and trial. Ms. McTernan is a member of the New York City and New York State Bar Associations. She earned her J.D., cum laude, from New York University School of Law in 2008 and her B.A. with distinction from University of Wisconsin-Madison in 2004. Evan A. Pilchik has been promoted to Of Counsel in the firm's Banking and Finance Group. In addition to serving as co-founder of Otterbourg's Data and Cybersecurity Practice, Mr. Pilchik represents banks and other financial institutions in structuring, negotiating and documenting a diverse array of financing transactions and workouts, including domestic and cross-border senior secured financings, revolving credit and term loan facilities, cash flow facilities, intercreditor arrangements, Chapter 11 exit financings, and factoring arrangements. Mr. Pilchik earned his J.D. from Benjamin N. Cardozo School of Law in 1999, his B.A. degree from University of Delaware in 1988, and his Master of Science from Fairleigh Dickinson University in 1992. Ikhwan A. Rafeek has been promoted to Of Counsel in the firm's Banking and Finance Group. Mr. Rafeek represents institutional lenders, banks, commercial finance companies, and factors in connection with the documentation of domestic and international secured lending arrangements, including asset-based, term loan, healthcare, real estate, middle market, leveraged, and first and second lien loan transactions. Mr. Rafeek also frequently represents secured lenders in workouts and restructurings, and in portfolio acquisitions and dispositions. Mr. Rafeek is an active member of the Commercial Finance Association. He is a member of the New York State Bar Association. He earned his J.D. from St. John's University School of Law in 2008 and his B.A. from City University of New York – Baruch College in 2005. About Otterbourg P.C. Otterbourg P.C. offers clients a unique combination of legal insight and practical solutions and is known for its integrity, legal expertise, stability and business knowledge. The firm, established more than 100 years ago, regularly represents clients in matters of national and international scope, including banks, finance companies, hedge funds, private equity firms, real estate investment firms, corporate clients and high net-worth individuals. The firm's practice areas include domestic and cross-border financings, litigation and alternative dispute resolutions, real estate, restructuring and bankruptcy proceedings, mergers and acquisitions and other corporate transactions, and trusts and estates. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. 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