/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190222.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, February 22, 2019, Vol. 23, No. 52 Headlines 4921 12TH AVENUE: Seeks to Hire Balisok & Kaufman as Legal Counsel 550 SEABREEZE: Seeks to Extend Exclusive Filing Period to April 23 A P VENDING: Interim Cash Collateral Use Allowed Through April 5 A&R COMPLETE: Seeks to Hire Timothy Thomas as Counsel ABB/CON-CISE OPTICAL: Moody's Cuts CFR to 'Caa1', Outlook Stable ACETO CORP: Receives Nasdaq Notice Due to Financial Report Delay ACHAOGEN INC: Wainwright Underwrites $13.6M Securities Offering ACIS CAPITAL: Reorganization Plan Takes Effect, Exits Chapter 11 ADDENTAX GROUP: Financing, Profit Required for Going Concern AFFORDABLE CARE: Moody's Puts B3 CFR on Review for Downgrade AGPB LLC: Seeks to Hire Thomas McNulty as Accountant AINA LE'A: Committee Seeks to Expand Scope of Work of Counsel ALLIANCE BIOENERGY: Seeks to Extend Exclusivity Period by 90 Days AMERICAN GREEN: Trustee Hires Claro Group as Counsel AMERICANN INC: Inks Joint Venture Pertaining to Building 1 of MMCC AMESITE INC.: Losses since Inception Casts Going Concern Doubt AMYNTA HOLDINGS: S&P Affirms 'B-' ICR, Outlook Stable ANDREOLA TERRAZZO: Adds S.M. Moon Priority Claims to Plan ANTERO MIDSTREAM: Moody's Rates New $600MM Unsec. Notes 'Ba3' ANTERO MIDSTREAM: S&P Assigns BB+ Rating on $600MM Unsecured Notes APPLIED BIOSCIENCES: Net Loss Casts Going Concern Doubt APPLIED DNA: Recurring Net Losses Cast Going Concern Doubt AREABEATS PROPERTIES: Hires Restaurant Realty as Broker ARSENAL ENERGY: Seeks to Hire Simpson Thacher as Legal Counsel ARSENAL ENERGY: Seeks to Hire Young Conaway as Co-Counsel ASPEN VILLAGE: Seeks Authorization to Use MidCap Cash Collateral ASTROTECH CORP: Net Losses Cast Going Concern Doubt AVADEL SPECIALTY: Hires Epiq as Claims and Noticing Agent AVADEL SPECIALTY: U.S. Trustee Unable to Appoint Committee AZURE ROUTE 66: Involuntary Chapter 11 Case Summary BACK RIVER: Seeks to Hire Michael D. Pinsky as Attorney BERAKAH INVESTMENT: Seeks to Hire Newark Firm as Counsel BIONIK LABORATORIES: Funds Needed to Continue as Going Concern BLACK RIDGE: BRAC Will Hold Presentations on Ourgame Merger Deal BLACK RIDGE: Lends $100,000 to BRAC BLACKWATER TECHNOLOGIES: Seeks to Hire Smith Conerly as Counsel BOBBIE VARDAN: Court Grants GREI Bid for In Rem Relief BOCA HEALTH: U.S. Trustee Unable to Appoint Committee BONDARIU INVESTMENTS: Hires Crowley Liberatore as Counsel BRIGHT MOUNTAIN: Exits Black Helmet Business Line BURKHALTER RIGGING: U.S. Trustee Forms 5-Member Committee CAMBER ENERGY: All Nine Proposals Approved at Annual Meeting CHARLESTON HOTEL: U.S. Trustee Unable to Appoint Committee COMMUNITY HEALTH: Amends 2007 Credit Agrement with Credit Suisse COMMUNITY HEALTH: Incurs $788 Million Net Loss in 2018 COMMUNITY HEALTH: Reports $328 Million Net Loss for Fourth Quarter DAN MAZZOLA: Exclusive Plan Filing Period Extended Until April 19 DELMAR PHARMA: Substantial Doubt Exists as a Going Concern DESTINY PETROLEUM: Hires Phillips Murrah as Attorney DIVERSE LABEL: Disagreement Over Sales Price Delays Plan Filing DOUBLE JUMP: Seeks to Hire Clark Hill as Bankruptcy Counsel DPW HOLDINGS: Issues to Investor $433,884 New Promissory Note EMMANUEL HEALTH: Hires Filis Law as Special Counsel F.M.C. MARKET: $250K Sale of Elmsford Property to AMF Approved FLUX POWER: Needs Additional Capital to Continue as Going Concern FRANK ORION HAYMAN: $210K Sale of Boat Slip to Nichelson Approved FROM DUSK: $250K Private Sale of Irvington Property to Crowell OK'd FUSE ENTERPRISES: Accumulated Deficit Casts Going Concern Doubt GIGA WATT: Trustee Hires Lauren Miehe as Consultant GOGO INC: Incurs $162 Million Net Loss in 2018 GULFSTREAM DIAGNOSTICS: Hires Munsch Hardt as Bankruptcy Counsel HERB PHILIPSON'S: Has Until April 8 to Exclusively File Plan HOOK LINE: March 1 Hearing on Confirmation of Competing Plans HOUT FENCING: Seeks to Hire Dale Ely as Auctioneer INPIXON: Agrees to Reduce Atlas' Arbitration Award to $941,795 INTEGRAL 2545: Seeks Authority to Use Park Bank Cash Collateral IONIX TECHNOLOGY: Capital Deficiency Casts Going Concern Doubt J & J CHEMICAL: ODS Bid to Dismiss Wayne Klein Suit Tossed JADOUN INTERNATIONAL: Insolvency Resolution Process Case Summary JC PLUMBING: Seeks to Hire Nixon Law as Attorney KNOW LABS: Has $769,000 Net Loss in Dec. 31 Quarter KPH CONSTRUCTION: Hires Kerkman & Dunn as Bankruptcy Counsel LIVEXLIVE MEDIA: Substantial Doubt Exists for Going Concern Doubt LOYSVILLE STRUCTURES: Hires Omar & Merv's as Auctioneer MAGNACHIP SEMICONDUCTOR: Moody's Alters Outlook to Negative MAINE TOOL: Has Authorization to Use Cash Collateral Until June 29 MARKPOL DISTRIBUTORS: Cash Collateral Use Continued Until March 30 MAXUS ENERGY: Court Junks YPF, Repsol Bid to Dismiss Trust Suit MELINTA THERAPEUTICS: All Proposals Approved at Special Meeting MELINTA THERAPEUTICS: Effects a One-for-Five Reverse Stock Split MEREDITH CORP: S&P Alters Outlook to Pos. on Improving Leverage MIKE & HENRY: Seeks to Extend Exclusive Filing Period to April 24 MMAN LLC: Seeks to Hire Christopher Lee as Attorney MULTICULTURAL COMMUNITY: U.S. Trustee Unable to Appoint Committee NEOVIA LOGISTICS: S&P Lowers ICR to 'CCC' on Near-Term Maturities NEWELL BRANDS: Fitch Cuts Long-Term IDR to 'BB+', Outlook Stable OMNIL CORPORATION: Seeks to Hire Boyer Terry as Counsel PAIN MEDICINE: March 21 Plan Confirmation Hearing PAYLESS INC: S&P Lowers ICR to 'D' on Chapter 11 Bankruptcy Filing PAYLESS SHOESOURCE: Gets Iinitial Stay Order Under CCAA PG&E CORPORATION: Sec. 341 Creditors' Meeting Set for March 4 PHUONG NAM VIETNAMESE: U.S. Trustee Unable to Appoint Committee PRAIRIE ECI: Fitch Gives First-Time 'BB-' IDR, Outlook Stable PRAIRIE ECI: Moody's Assigns 'B1' CFR, Outlook Stable PUERTO RICO: 1st Cir. Upholds Dismissal of Title III Proceedings RCJM INC: Seeks Authorization to Use Cash Collateral RELMADA THERAPEUTICS: Cash Flows Raise Going Concern Doubt RYNOX REALTY: Seeks to Hire Newark Firm as Counsel SCHAEFER AMBULANCE: Case Summary & 20 Largest Unsecured Creditors SEABROOK DENTAL: Hires Private Practice as Business Broker SEARS HOLDINGS: Exclusive Plan Filing Period Extended to April 15 SEITEL INC: S&P Cuts ICR to 'CCC-' as Liquidity Position Weakens SHREEDEVI AA: Revises Treatment of Herring Bank Claims SOAPTREE HOLDINGS: Dispute Over Nev. Properties Delays Plan Filing SOUTH CENTRAL: Seeks to Hire Nelson M. Jones III as Counsel SPINE ORTHOPEDIC: March 26 Plan Confirmation Hearing SPIRIT SPE: Public Auction Set for February 27 SURAL LAMINATED: Seeks Protection Under CCAA; PWC Named Monitor SYNTHESIS ENERGY: Substantial Doubt Exists for Going Concern Doubt TELE CIRCUIT NETWORK: Hires Bedard Law as Special Counsel THINGS REMEMBERED: Hires Prime Clerk as Claims and Noticing Agent TIVITY HEALTH: Moody's Assigns 'B1' CFR & Rates Secured Loans 'B1' TIVITY HEALTH: S&P Assigns 'B+' ICR After Nutrisystem Acquisition TRIDENT HOLDING: U.S. Trustee Forms 5-Member Committee TRUTH TECHNOLOGIES: March 27 Plan Confirmation Hearing UNITED RENTALS: S&P Lowers Sr. Unsecured Notes Rating to 'BB-' VISTAGEN THERAPEUTICS: Capital Needed to Continue as Going Concern W RESOURCES: Sale Proceeds Satisfied Bank, Hangar Secured Claims WELDED CONSTRUCTION: Seeks to Extend Exclusivity Period to May 20 WESTMORELAND COAL: Hires Drinker Biddle as Special Counsel WG PARTNERS: Moody's Cuts Rating on $234MM Secured Loans to B1 WINDSTREAM SERVICES: Fitch Cuts IDR to 'CC' Amid Court Ruling WLV SUNSET: Voluntary Chapter 11 Case Summary XPO LOGISTICS: S&P Affirms 'BB' ICR on Share Repurchases [^] BOOK REVIEW: THE SUCCESSFUL PRACTICE OF LAW ********* 4921 12TH AVENUE: Seeks to Hire Balisok & Kaufman as Legal Counsel ------------------------------------------------------------------ 4921 12th Avenue LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to hire Balisok & Kaufman, PLLC as its legal counsel. The firm will provide these services: a. advise the Debtor of its powers and duties in the continued management of its property and affairs; b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan; c. advise the Debtor in connection with any potential refinancing of secured debt and any potential sale of its business; d. represent the Debtor in connection with obtaining post-petition financing; e. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and i. provide other legal services in connection with the Debtor's Chapter 11 case. The hourly rates for the firm's attorneys range from $350 to $500. Law clerks and paralegals charge $175 per hour. Balisok & Kaufman received a pre-bankruptcy retainer from the Debtor in the total amount of $10,000. Joseph Balisok, Esq., a partner at Balisok & Kaufman, attests that his firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joseph Y. Balisok Balisok & Kaufman, PLLC 251 Troy Avenue Brooklyn, NY 11213 Tel. No. (718) 928-9607 Fax No. (718) 534-9747 Email: joseph@lawbalisok.com About 4921 12th Avenue LLC 4921 12th Avenue LLC is a real estate lessor headquartered in Brooklyn, New York. The company is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). 4921 12th Avenue filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-47256) on December 20, 2018. In the petition signed by Yehuda Salamon, sole member, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case has been assigned to Judge Carla E. Craig. 550 SEABREEZE: Seeks to Extend Exclusive Filing Period to April 23 ------------------------------------------------------------------ 550 Seabreeze Development, LLC asked the U.S. Bankruptcy Court for the Southern District of Florida to extend the period during which it has the exclusive right to file a Chapter 11 plan through April 23, and to solicit acceptances for the plan through June 22. Since its bankruptcy filing, the company has made progress to reorganize its business affairs. Specifically, 550 Seabreeze successfully closed on the sale of Las Olas Ocean Resort in Fort Lauderdale, Florida, to MHF Las Olas VI LLC for $39.1 million. The company has also paid its principal secured creditor Ocean Hotel Lender, LLC from the sale proceeds as well as tax claims on the property, according to court filings. About 550 Seabreeze Development 550 Seabreeze Development LLC is a general contractor located in Fort Lauderdale, Florida. It is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company filed as a Florida limited liability in Florida in September 2003. 550 Seabreeze Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12193) on Feb. 26, 2018. In its petition signed by Kenneth Bernstein, authorized representative, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Raymond B. Ray presides over the case. Genovese Joblove & Battista, P.A., is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. A P VENDING: Interim Cash Collateral Use Allowed Through April 5 ---------------------------------------------------------------- For the reasons stated on the record and with the assent of Secured Creditor First Ipswich Bank and no objection by the U.S. Trustee, Bankruptcy Judge Frank J. Bailey authorized A P Vending and Amusement Co., Inc., to use cash collateral on an interim basis through 4:00 p.m. on April 5, 2019, on the same terms and conditions as previously allowed. A final or further interim hearing on the use of cash collateral will be held on April 2, 2019 at 11:30 a.m. On or before March 29, 2019 the debtor will file a reconciliation of its budgets to the actual use of cash. A copy of the Order is available at: http://bankrupt.com/misc/mab18-13970-105.pdf About A P Vending and Amusement A P Vending and Amusement Co., Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-13970) on Oct. 23, 2018. In the petition signed by its president Christos A. Pechilis, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Frank J. Bailey oversees the case. The Debtor tapped the Law Office of Timothy M. Mauser as its legal counsel. A&R COMPLETE: Seeks to Hire Timothy Thomas as Counsel ----------------------------------------------------- A&R Complete Service, Corp., seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ the Law Office of Timothy Thomas, LLC, as counsel to the Debtor. A&R Complete requires Timothy Thomas to: a. provide legal advice as to the Debtor's rights and obligations, and performance of duties as a debtor-in- possession during the administration of this bankruptcy case; b. represent the Debtor in all proceedings before the Bankruptcy Court; and c. assist the Debtor in evaluating its legal positions and strategy and assistance in performing its duties in the Bankruptcy Code. Timothy Thomas will be paid based upon its normal and usual hourly billing rates. Prior to the filing of the Chapter 11 case, Timothy Thomas received a pre-petition retainer if $12,500. Timothy Thomas will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy P. Thomas, Esq., partner of the Law Office of Timothy Thomas, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Timothy Thomas can be reached at: Timothy P. Thomas, Esq. LAW OFFICE OF TIMOTHY THOMAS, LLC 1771 E. Flamingo Rd. B-212 Las Vegas, NV 89119 Tel: (702) 227-0011 E-mail: tthomas@tthomaslaw.com About A&R Complete Service A&R Complete Service, Inc., based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 19-10321) on Jan. 21, 2019. In the petition signed by David L. Snipes III, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Mike K. Nakagawa oversees the case. Timothy P. Thomas, Esq., at the Law Office of Timothy Thomas, LLC, serves as bankruptcy counsel. ABB/CON-CISE OPTICAL: Moody's Cuts CFR to 'Caa1', Outlook Stable ---------------------------------------------------------------- Moody's Investors Service downgraded ABB/CON-CISE Optical Group LLC's ratings, including the Corporate Family Rating (CFR) to Caa1 from B3, the Probability of Default Rating to Caa1-PD from B3-PD, and the rating on the senior secured First Lien credit facility to B3 from B2. At the same time, Moody's affirmed the Caa2 rating on the Second Lien credit facility. The outlook is revised to stable from negative. The downgrade of the Corporate Family Rating to Caa1 reflects the company's significant operating underperformance related in part to a suppliers' decision to raise prices. The company will remain challenged to mitigate the impact of the price increase, resulting in reduced liquidity and higher financial leverage, with debt/EBITDA likely to remain above 7x. Moody's took the following rating actions: ABB/CON-CISE Optical Group LLC Ratings downgraded: Corporate Family Rating to Caa1 from B3 Probability of Default Rating to Caa1-PD from B3-PD Senior secured First Lien revolving credit facility due 2021 to B3 (LGD3) from B2 (LGD3) Senior secured First Lien term loan due 2023 to B3 (LGD3) from B2 (LGD3) Rating affirmed: Secured Second Lien term loan due 2024 at Caa2 (LGD5) The outlook was changed to stable from negative. RATINGS RATIONALE The Caa1 Corporate Family Rating reflects ABB/CON-CISE's very high financial leverage, pressure on profitability and cash flow generation, and significant intra-quarter working capital needs. Risks associated with its narrow business line, limited supplier diversity, and the competitive nature of the contact lens distribution sector are also constraining factors. The rating also is supported by ABB/CON-CISE's leading scale and market position among US distributors of soft contact lenses and good diversity across customers and geographies. Moody's expects that ABB/CON-CISE will benefit from long term fundamentals of the optical industry, as well as increased technological innovation within the contact lens market. Recent revolver borrowings have reduced the company's liquidity, but Moody's anticipates that liquidity will remain adequate over the next 12 to 18 months. This reflects modestly positive free cash flow on an annual basis, with potential draws on the revolver for working capital needs, and adequate cushion under the revolver's financial covenant. The revolver expires in June 2021. The rating outlook is stable, reflecting Moody's expectation that financial leverage and free cash flow to debt will modestly improve over the next 12 to 18 months. Near term upward rating action is unlikely given the company's high financial leverage, small size and limited business-line and supplier diversity. Over the longer term, Moody's could upgrade the ratings if ABB/CON-CISE is able to increase its scale, improve its margin and cash flow profile, and if debt to EBITDA is sustained below 7.0 times. The ratings could be downgraded if there is a material deterioration in operating performance or liquidity or if the company's capital structure becomes untenable, raising refinancing risk. The ratings could also be downgraded if incremental debt is used to pursue acquisitions or shareholder initiatives. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. Headquartered in Coral Springs, Florida, ABB/CON-CISE Optical Group LLC is the largest distributor of soft contact lenses in the United States. ABB/CON-CISE also designs and manufactures customized contact lenses, and operates facilities in New York, Florida, Massachusetts, and California. The company is privately owned by financial sponsor, New Mountain Capital. For the twelve months ended December 31, 2018, ABB/CON-CISE generated revenues of roughly $1.4 billion. ACETO CORP: Receives Nasdaq Notice Due to Financial Report Delay ---------------------------------------------------------------- ACETO Corporation, an international company engaged in the development, marketing, sale and distribution of Human Health products, Pharmaceutical Ingredients and Performance Chemicals, last week received a notification from the Nasdaq Stock Market, informing the company that since it had not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended Dec. 31, 2018, Aceto was not in compliance with Nasdaq Listing Rule 5250(c)(1). The Listing Rule requires listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission. The Nasdaq notification letter dated on Feb. 13, 2019, specifies that Aceto has 60 calendar days, or until April 14, 2019, to submit a plan to regain compliance with the Listing Rule. If Nasdaq accepts the plan from Aceto, Nasdaq can grant an exception of up to 180 calendar days from the Quarterly Report's due date, or until August 12, 2019, to regain compliance. Aceto, however, filed the Quarterly Report prior to the opening of trading on February 20, 2019. The Quarterly Report, among other things, describes that on February 19, 2019, the Company and certain of its U.S. subsidiaries each filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. $328MM in Net Sale in H1 In its Form 10-Q, the Company reported net sales of $328.05 million for the six months ended December 31, 2018, which represents an 8.0% decrease from the $356.5 million reported in the comparable prior period. Gross profit for the six months ended Dec. 31, 2018 was $49.53 million and its gross margin was 15.1% as compared to gross profit of $73.95 million and gross margin of 20.7% in the comparable prior period. Selling, general and administrative costs ("SG&A") for the six months ended Dec. 31, 2018 was $73.90 million, an increase of $14.69 million from what it reported in the prior period. The Company's net loss was $43.44 million, or $(1.22) per diluted share, compared to a net loss of $13.41 million, or $(0.38) per diluted share, in the prior period. Cash, cash equivalents and short-term investments at Dec. 31, 2018 totaled $42.80 million as compared with $103.9 million at June 30, 2018. The Company's working capital at Dec. 31, 2018 was $953,000 (as compared with $200,109 at June 30, 2018). Shareholders' equity was $50.31 million at Dec. 31, 2018, as compared with $95.285 million at June 30, 2018. A copy of the Form 10-Q is available at https://is.gd/GB7T8x About ACETO Corp. ACETO Corporation (NASDAQ: ACET), incorporated in 1947, is focused on the global marketing, sale and distribution of Human Health products (finished dosage form generics and nutraceutical products), Pharmaceutical Ingredients (pharmaceutical intermediates and active pharmaceutical ingredients) and Performance Chemicals (specialty chemicals and agricultural protection products). The Company employs approximately 180 people. With business operations in nine countries, ACETO distributes over 1,100 chemical compounds used principally as finished products or raw materials in the pharmaceutical, nutraceutical, agricultural, coatings and industrial chemical industries. ACETO's global operations, including a staff of 25 in China and 12 in India, are distinctive in the industry and enable its worldwide sourcing and regulatory capabilities. Aceto Corporation and 8 affiliates sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-13448) on Feb. 19, 2019. ACETO disclosed assets of $753,159,000 and liabilities of $702,848,000 as of Dec. 31, 2018. The Hon. Vincent F. Papalia is the case judge. The Debtors tapped LOWENSTEIN SANDLER LLP as counsel; SIMMONS & SIMMONS as foreign counsel; PJT PARTNERS LP is the investment banker and financial advisor; AP SERVICES LLC as restructuring advisor and provider of the CRO; and PRIME CLERK LLC is the claims and noticing agent. ACHAOGEN INC: Wainwright Underwrites $13.6M Securities Offering --------------------------------------------------------------- Achaogen, Inc., entered into an underwriting agreement with H.C. Wainwright & Co., LLC on Feb. 15, 2019, related to the public offering by the Company of (i) 15,000,000 shares of the Company's common stock, par value $0.001 per share, (ii) Series A warrants to purchase up to 15,000,000 shares of Common Stock and (iii) Series B warrants to purchase up to 15,000,000 shares of Common Stock. The Company also granted H.C. Wainwright an option for a period of 30 days to purchase up to 2,250,000 additional shares of Common Stock and/or Series A and Series B warrants together to purchase an aggregate of up to 4,500,000 shares of Common Stock, in any combinations thereof. The Series A Warrants are immediately exercisable and have an exercise price equal to $1.00. The Series A Warrants may be exercised until the first anniversary of the issuance date, at which time they will be automatically exercised on a cashless basis. The Series B Warrants are immediately exercisable and have an exercise price equal to $1.15. The Series B Warrants may be exercised until the fifth anniversary of the issuance date, at which time they will be automatically exercised on a cashless basis. The exercise price and number of shares of Common Stock issuable upon exercise is subject to adjustment in certain circumstances. The shares of Common Stock and Warrants were offered together, but the Warrants are issued separately from the shares of Common Stock and may be transferred separately immediately after issuance. The combined offering price per share of Common Stock and accompanying Warrants was $1.00, representing an offering price of $0.99 per share of Common Stock, with the accompanying Warrants offered at a purchase price of $0.01 per Warrant combination. The Company estimates that the net proceeds from the sale of 15,000,000 shares of Common Stock, Series A Warrants to purchase 15,000,000 shares of Common Stock and Series B Warrants to purchase 15,000,000 shares of Common Stock in the offering will be approximately $13.6 million, assuming no exercise of the Warrants issued in the offering and after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company currently expects to use the net proceeds from the offering to fund commercialization of ZEMDRI in the United States, the regulatory approval process for plazomicin in Europe and the development of C-Scape, and any remaining proceeds for working capital and general corporate purposes, including its review of strategic alternatives and search for additional non-dilutive funding opportunities. The closing of the offering was subject to the satisfaction of customary closing conditions set forth in the Underwriting Agreement. The Underwriting Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. The shares of Common Stock and accompanying Warrants were delivered against payment therefor on Feb. 20, 2019. About Achaogen, Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a biopharmaceutical company committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. Achaogen's first commercial product is ZEMDRI, for the treatment of adults with complicated urinary tract infections, including pyelonephritis. The Achaogen ZEMDRI program was funded in part with federal funds from the Biomedical Advanced Research and Development Authority (BARDA). The Company is currently developing C-Scape, an orally-administered beta-lactam/beta-lactamase inhibitor combination, which is also supported by BARDA. C-Scape is investigational, has not been determined to be safe or efficacious, and has not been approved for commercialization. Achaogen incurred a net loss of $125.6 million in 2017, a net loss of $71.22 million in 2016, and a net loss of $27.09 million in 2015. As of Sept. 30, 2018, Achaogen had $97.30 million in total assets, $62.51 million in total liabilities, $10 million in contingently redeemable common stock, and $24.78 million in total stockholders' equity. As of Sept. 30, 2018, the Company had working capital of $41.0 million and unrestricted cash, cash equivalents and short-term investments of $58.2 million. On Nov. 5, 2018, the Company announced that it has begun a review of strategic alternatives to maximize shareholder value, including but not limited to the potential sale or merger of the Company or its assets. The Company may be unable to identify or execute such strategic alternatives for it, and even if executed such strategic alternatives may not enhance stockholder value or its financial position. The Company also announced on Nov. 5, 2018 a restructuring of its organization to preserve cash resources which is expected to reduce total operating expenses by approximately 35-40 percent, excluding one-time charges. The restructuring is expected to be largely completed before the end of 2018. The restructuring is designed to focus the Company's cash resources on the continued successful launch of ZEMDRI and advancing C-Scape. These estimates are subject to a number of assumptions, and actual results may differ. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring. "Based on our available cash resources, which exclude restricted cash and $25.0 million which will be collateralized in connection with the SVB Loan Agreement if our cash balance falls below a certain threshold, we believe we have sufficient funds to support current planned operations through the middle of the first quarter of 2019. This condition results in the assessment that there is substantial doubt about our ability to continue as a going concern," the Company said in its Quarterly Report for the period ended Sept. 30, 2018. ACIS CAPITAL: Reorganization Plan Takes Effect, Exits Chapter 11 ---------------------------------------------------------------- Acis Capital Management, L.P. and Acis Capital Management GP, LLC on Feb. 20, 2019, disclosed that their Plan of Reorganization (Plan) became effective Feb. 15, 2019, and that they have emerged from Chapter 11 as a privately held company owned and operated by former partner, Joshua N. Terry. The United States Bankruptcy Court in Dallas, TX, confirmed Acis' Plan on Jan. 31, 2019. The Plan proposes to pay creditors in full. Prior to bankruptcy, Acis was owned and controlled by Highland Capital Management, L.P. (Highland) and its affiliates. Before his departure in June 2016, Mr. Terry led Acis' growth to approximately $3.7 billion in assets under management, consisting of a hedge fund, separately managed accounts and collateralized loan obligations (CLOs). Acis was recognized for its portfolio management under Mr. Terry's leadership, including an award for its CLO-focused hedge fund. After Mr. Terry's departure, and while Acis was owned or operated by Highland, Mr. Terry obtained an $8 million judgment against Acis, attributed in part to the value of his partnership interest. Robin Phelan of PHELANLAW served as the Chapter 11 Trustee of Acis. Jeff Prostok, Suki Rosen, and Laurie Rea of Forshey Prostok, LLP served as the Trustee's bankruptcy counsel and Rakhee Patel, Joe Wielebinski, Annmarie Chiarello and Phillip Lamberson of Winstead PC served as the Trustee's special counsel. Richard Klein of Miller Buckfire & Co. and Zachary Alpern of Stifel, Nicolaus & Co., Inc. served as the Trustee's financial advisor. Josh Terry is represented by Brian P. Shaw of Rogge Dunn Group, P.C. Acis Capital Management, L.P. is a Dallas, Texas based SEC-registered investment adviser with approximately $2 billion in assets under management. About Winstead PC Winstead PC -- http://www.winstead.com-- is a national business law firm with more than 325 attorneys. The firm provides a full range of business legal services to some of the most recognized and respected companies across the country and throughout the world. Winstead has offices in Austin, Dallas, Fort Worth, Houston, San Antonio and The Woodlands, Texas and Charlotte, North Carolina. About Acis Capital Management Joshua N. Terry, as petitioning creditor, on Jan. 30, 2018, filed an involuntary petition against Acis Capital Management, L.P., thereby initiating the Acis LP bankruptcy case. Mr. Terry also filed an involuntary petition against Acis Capital Management GP, thereby initiating the Acis GP bankruptcy case. On April 13, 2018, after six days of testimony and argument, the Bankruptcy Court entered its findings of fact and conclusions of law in support of orders for relief on the involuntary bankruptcy petitions. Also on April 13, Diane Reed was appointed as interim Chapter 7 trustee for the Debtors' bankruptcy estates. On April 18, the Court entered its order directing that the cases be jointly administered under Case No. 18-30264 (Bankr. N.D. Tex.). The Hon. Stacey G Jernigan presides over the cases. On May 4, 2018, the Chapter 7 trustee filed a motion to convert the cases to Chapter 11. On May 11, the court entered an order granting the motion. On May 14, 2018, the U.S. Trustee appointed Robin Phelan as Chapter 11 trustee for the Debtors. The trustee hired Forshey & Prostok, LLP as counsel; Winstead PC, as special counsel; and Miller Buckfire & Co., LLC and Stifel, Nicolaus & Co., Inc., each a wholly-owned subsidiary of Stifel Financial Corp., as financial advisor and investment banker. The court has conditionally approved the disclosure statement with respect to the First Amended Joint Plan filed by the Debtors. ADDENTAX GROUP: Financing, Profit Required for Going Concern ------------------------------------------------------------ Addentax Group Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $544,977 on $2,541,803 of revenues for the three months ended Dec. 31, 2018, compared to a net loss of $61,139 on $3,063,211 of revenues for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $4,260,405, total liabilities of $5,811,303, and $1,550,898 in total stockholders' deficit. The Company incurred net loss of $544,977, $61,139, $569,586 and $41,182, during the three months and nine months ended December 31, 2018 and 2017, respectively. As of December 31, 2018 and March 31, 2018, the Company had net current liability of $1,550,898 and $1,104,934, respectively, and a deficit on total equity of $1,550,898 and $1,104,934, respectively. Company President Hong Zhida states, "The ability to continue as a going concern is dependent upon the Company's profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. "The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the CEO. In the event that the Company requires additional funding to finance the growth of the Company's current and expected future operations as well as to achieve our strategic objectives, the CEO has indicated the intent and ability to provide additional equity financing. "These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on the Company's ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty." A copy of the Form 10-Q is available at: https://is.gd/K8Jc4L Addentax Group Corp. does not have significant operations. Previously, it was involved in the production of images on multiple surfaces, including glass, leather, plastic, ceramic, textile, and others using three-dimensional sublimation vacuum heat transfer machines. The Company was founded in 2014 and is based in Shenzhen, China. AFFORDABLE CARE: Moody's Puts B3 CFR on Review for Downgrade ------------------------------------------------------------ Moody's Investors Service placed the ratings of Affordable Care Holding Corp. ("ACH") on review for downgrade. These include its B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating, and B2 Senior Secured Bank Credit Facility ratings. The review was prompted by the company's announcement that it has signed a definitive agreement to acquire a dental service organization for $350 million. The acquisition will be about half debt funded. ACH expects this transaction to close in the first quarter of 2019. The ratings review will focus on the overall impact of the acquisition on ACH's business profile, and its ability to manage integration risk. The review will also focus on ACH's plans and ability to reduce leverage, and maintain adequate liquidity throughout the process. Ratings placed on review for downgrade include: Affordable Care Holding Corp. Corporate Family Rating currently rated at B3 Probability of Default Rating currently rated at B3-PD Senior Secured Bank Credit Facility currently rated at B2 (LGD 3) RATINGS RATIONALE Excluding the review, ACH's B3 CFR (on review for downgrade) credit profile reflects the company's small size, high financial leverage, and modest free cash flow. ACH has weak revenue diversification with over 90% of revenue derived from dentures. The dental services it provides are highly sensitive to the economy due to the self-pay nature of its patients. Moody's expects that the company will continue to aggressively open new centers, which will consume a majority of its free cash flow and limit leverage reduction. The company's credit profile benefits from its strong market presence as the largest provider of dentures. The company also benefits from good geographic diversification across the U.S., positive same-clinic sales growth, and limited reimbursement risk. ACH is a U.S. dental service organization, which provides management and dental laboratory services to affiliate dental centers, primarily focused on dentures. ACH is affiliated with about 258 dental offices across 39 U.S. states. The company is owned by Berkshire Partners LLC. Pro forma revenues are approximately $550 million FYE 2018. AGPB LLC: Seeks to Hire Thomas McNulty as Accountant ---------------------------------------------------- AGPB, LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Thomas McNulty, CPA, LLC as its accountant. The services to be provided by the firm include tax-related advice and the preparation and filing of the Debtor's 2018 tax returns. The firm will charge a flat fee of $1,800. Thomas McNulty neither holds nor represents any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Thomas McNulty, CPA Thomas McNulty CPA LLC 20 Nassau Street, Suite 244 Princeton, NJ 08542 Phone: 609.497.1040 Fax: 609.497.1065 Email: mcnultycpa@aol.com About AGPB LLC AGPB, LLC, which conducts business under the name, is a full-service printing and marketing company in Palm Beach Gardens, Florida. The company -- https://www.alphagraphics.com/ -- offers printing on apparel, textile products, glass, metals, papers and more. AGPB filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-23206) on Oct. 24, 2018. In the petition signed by Timothy J. Kerbs, president and manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Erik P. Kimball presides over the case. Malinda L. Hayes, Esq., at Markarian & Hayes, is the Debtor's bankruptcy counsel. AINA LE'A: Committee Seeks to Expand Scope of Work of Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Aina Le'a, Inc., has filed an amended application with the U.S. Bankruptcy Court for the District of Hawaii seeking approval to retain Case Lombardi & Pettit, as bankruptcy counsel to the Committee. The Committee requires Case Lombardi to provide expert witness services concerning the land use action plan proposed by Debtor's Plan of Reorganization as may be needed in connection with confirmation of the Plan. Case Lombardi will be paid at these hourly rates: Partners $315 to $650 Associates $240 Paralegals $185 Ted N. Pettit, director of Case Lombardi & Pettit, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Case Lombardi can be reached at: Ted N. Pettit, Esq. CASE LOMBARDI & PETTIT 737 Bishop Street, Suite 2600 Honolulu, HI 96813 Tel: (808) 547-5400 Fax: (808) 523-1888 E-mail: tpettit@caselombardi.com About Aina Le'a, Inc. Aina Le'a, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.HI. Case No. 17-00611) on June 22, 2017. In its petition, the Debtor estimated $100 million to $500 million in assets and $10 million to $50 million in liabilities. Choi & Ito represents the Debtor. The Official Committee of Unsecured Creditors of Aina Le'a, Inc., hired Case Lombardi & Pettit, as attorney. ALLIANCE BIOENERGY: Seeks to Extend Exclusivity Period by 90 Days ----------------------------------------------------------------- Alliance BioEnergy Plus, Inc. filed with the U.S. Bankruptcy Court for the Southern District of Florida a motion to extend by 90 days the period during which the company has the exclusive right to file a Chapter 11 plan and solicit acceptances for the plan. In the same filing, the company also proposed to extend the deadline for filing a plan and disclosure statement, which expired on Feb. 19, by 90 days. Its current exclusive filing period expired on Feb. 19. Alliance BioEnergy has so far reduced a good deal of its pre-bankruptcy debt while raising working capital to fund its necessary operating expenses. The company is currently working -- through pending adversary proceedings and claims objections -- to further reduce its allowable debt while seeking exit financing or investment funding for the plan, according to court filings. About Alliance BioEnergy Plus West Palm Beach, Florida-based Alliance BioEnergy Plus, Inc. -- http://www.alliancebioe.com/-- is a publicly-traded technology company focused on emerging technologies in the renewable energy, biofuels, and new technologies sectors. The company is now focused on the development and commercialization of the licensed technology it controls through its affiliate Carbolosic, LLC. Through its wholly-owned subsidiary, AMG Energy, the company owns Ek Laboratories, Inc. and a 50% interest in Carbolosic (which includes certain licensing rights in North America and Africa). Alliance BioEnergy Plus sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-23071) on Oct. 22, 2018. In the petition signed by CEO Benjamin Slager, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Erik P. Kimball presides over the case. The Debtor tapped Mancuso Law, P.A. as its legal counsel, and the Law Offices of Robert Diener as its special counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. AMERICAN GREEN: Trustee Hires Claro Group as Counsel ---------------------------------------------------- William R. Greendyke, the Chapter 11 Trustee of American Green Technology, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ The Claro Group, LLC, as financial advisor to the Trustee. The Trustee requires Claro Group to: a. assist the Trustee in developing and executing a process for marketing and selling any or all of its assets; b. provide assistance to the Trustee in analyzing any potential business plan(s) and the operational and financial condition of the debtor entities generally, including for each individual operating segment, if necessary; c. provide assistance to the Trustee in evaluating reorganization strategies and alternatives available to the Trustee for the business and its assets, including any asset sale transactions; d. provide assistance to the Trustee in identifying and implementing potential cost containment opportunities to improve the cash flow and ultimate value of the estate and its assets; e. provide assistance to the Trustee in identifying and implementing any potential asset redeployment opportunities; f. provide assistance to the Trustee in analyzing assumption and rejection issues regarding executory contracts and leases and the potential impact on the financial and operational condition of the business; g. provide assistance to the Trustee in developing the financial projections and assumptions for the business and its assets, including at the operating segment level, if necessary; h. provide assistance to the Trustee in preparing any enterprise, asset or necessary; i. provide assistance to the Trustee in preparing any documents necessary for confirmation; including the plan(s) or reorganization and the disclosure statement(s); j. provide advice and assistance to the Trustee in negotiations and meetings with the creditors, secured lenders and other parties of interest; k. provide advice and assistance to the Trustee relative to the potential tax consequences of any proposed plan of reorganization; and l. provide such other services as may be required by the Trustee. Claro Group will be paid at these hourly rates: Managing Directors $570-$640 Directors/Senior Advisors $490-$530 Managers/Senior Managers $390-$435 Analysts/Senior Consultants $250-$335 Administrative Staff $125-$175 Claro will be paid a fixed monthly fee equal to $25,000. Claro Group will also be reimbursed for reasonable out-of-pocket expenses incurred. Douglas J. Brickley, partner of The Claro Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Claro Group can be reached at: Douglas J. Brickley THE CLARO GROUP, LLC 711 Louisiana Street, Suite 2100 Houston , TX 77002 Tel: (713) 454-7730 Fax: (713) 236-0033 About American Green Technology American Green Technology Inc., also known as American Green Technology TM, is a manufacturer of lighting products for the heavy industry and healthcare sector. It is headquartered in South Bend, Indiana. On Aug. 28, 2018, AirGuide Mfg. MS, LLC, Lai Family Investments, Inc., and Dave Peterson, as petitioning creditors, filed an involuntary Chapter 11 petition (Bankr. Bankr. S.D. Tex. Case No. 18-34728) against the Debtor. The petitioning creditors are represented by Deirdre Carey Brown, Esq., an attorney based in Houston, Texas. On Dec. 20, 2019, the court approved the appointment of William R. Greendyke as Chapter 11 trustee. The Trustee tapped Norton Rose Fulbright U.S. LLP as his legal counsel, and Claro Group, LLC, as financial advisor. AMERICANN INC: Inks Joint Venture Pertaining to Building 1 of MMCC ------------------------------------------------------------------ AmeriCann, Inc., has executed a definitive agreement for the terms of a joint venture with Bask, Inc., an established Massachusetts cannabis operator, at the Company's Massachusetts Medical Cannabis Center "MMCC." The Massachusetts Medical Cannabis Center is being developed on a 52-acre parcel located in Southeastern Massachusetts. The MMCC project is permitted for 987,000 sq. ft. of cannabis cultivation and processing infrastructure, which will be developed in phases, and plans to support both the existing medical cannabis and the newly emerging adult-use cannabis marketplace. AmeriCann plans to replicate the brands, technology and innovations developed at its MMCC project to new markets as a licensed multi-state operator (MSO). Building 1, the initial phase of the MMCC development, is a 30,000 square foot Adult-Use cannabis cultivation and processing facility. The 15-year Joint Venture for Building 1 will provide a Revenue Participation Fee to AmeriCann of 15% of Gross Receipts. AmeriCann projects a 1.5 year payback on its investment in Building 1 of approximately $7,500,000. AmeriCann is scheduled to complete construction of Building 1 this summer. The facility is projected to annually produce 7,500 pounds of dry flower cannabis and over 400,000 units of infused products. "It is an honor to partner with AmeriCann on the most advanced, sustainable cultivation and processing facility in Massachusetts," stated Bask, Inc. CEO Chapman Dickerson. "Our Joint Venture at the Massachusetts Medical Cannabis Center will establish new standards for energy efficiency, productivity and consistency." Construction of the MMCC project is moving forward rapidly, with millions of dollars already invested in site preparation, concrete, and steelwork. More than a dozen companies have been retained for construction of the facility which is being overseen by CBRE on behalf of AmeriCann. "Bask is a recognized leader in the Massachusetts market with a diverse, local leadership team with years of cannabis cultivation and retail experience," stated AmeriCann founder Ben Barton. "The Joint Venture for Building 1 is projected to produce significant revenue and cash flow for the partners." The Massachusetts cannabis market is one of the strongest in the country. A shortage of cultivation infrastructure has led to limited supply, high prices and limited selection of product available for the recreational market. Prices are currently equivalent to $7,800 per pound for cannabis flower which is more than two times higher than other recreational markets. As the first approved adult-use cannabis market on the Eastern U.S., Massachusetts has the potential to become the epicenter for cannabis innovation and research. Since November 20th 2018, Massachusetts recreational dispensaries have sold more than $41 million worth of cannabis products, including almost $5 million in the most recent week. Annual recreational retail sales are expected to total $1.3 billion - $1.6 billion, according to Marijuana Business Daily. About Americann Headquartered in Denver, Colorado, AmeriCann is a specialized cannabis company that is developing state-of-the-art product manufacturing and greenhouse cultivation facilities. Its business plan is based on the continued growth of the regulated marijuana market in the United States. AmeriCann uses greenhouse technology which is superior to the current industry standard of growing cannabis in warehouse facilities under artificial lights. Americann reported a net loss of $4.43 million for the year ended Sept. 30, 2018, compared to a net loss of $2.77 for the year ended Sept. 30, 2017. As of Dec. 31, 2018, the Company had $9.95 million in total assets, $2.50 million in total liabilities, and $7.44 million in total stockholders' equity. MaloneBailey, LLP, the Company's auditor since 2016, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Sept. 30, 2018, stating that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. AMESITE INC.: Losses since Inception Casts Going Concern Doubt -------------------------------------------------------------- Amesite Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $557,610 on $745 of revenue for the three months ended Dec. 31, 2018, compared to a net loss of $31,465 on $0 of revenue for the period from November 14, 2017 (date of incorporation) through December 31, 2017. At Dec. 31, 2018 the Company had total assets of $3,605,765, total liabilities of $223,715, and $3,382,050 in total stockholders' equity. Chief Executive Officer Ann Marie Sastry, Ph.D., and Chief Financial Officer Richard DiBartolomeo state that the Company has incurred losses since inception, is still in the early stages of developing its service platform, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover costs over an extended period of time. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. Despite management's ongoing efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable. A copy of the Form 10-Q is available at: https://is.gd/9YnZ9t Amesite Inc. was formed in November 2017 and is an early stage artificial intelligence software company targeting the college course market. AMYNTA HOLDINGS: S&P Affirms 'B-' ICR, Outlook Stable ----------------------------------------------------- S&P Global Rating Services said it affirmed its 'B-' long-term issuer credit rating on Amynta Holdings LLC and its two financing subsidiaries Amynta Warranty Borrower Inc. and Amynta Agency Borrower Inc. (collectively, Amynta) after the company announced the $125 million incremental add-on to its first-lien credit facility to fund acquisitions. The outlook is stable. "While Amynta's carrier and product diversification continue to improve from organic and inorganic growth since its equity carve-out from AmTrust Financial Services(AFS), our business risk assessment remains weak due to its limited scale and differentiation from peers in a highly competitive and fragmented market," S&P said. S&P said the company has successfully executed a large portion of the functionalization of its business units, allowing management to focus more upon deploying free cash flows and incremental additions to existing debt to fund acquisitions in its key warranty and MGA segments. "Now that the risks associated with equity carve-out have largely dissipated, it is our opinion that Amynta's appetite for acquisitions will expand and we believe Amynta will show a greater propensity for leverage to fund these deals," S&P said. The stable outlook reflects S&P's expectation that Amynta will generate enough cash flow to support its acquisitive strategy and maintain pro forma EBITDA leverage of 7.3x-7.8x with interest coverage of about 1.8x-2.0x. S&P expects low- to mid-single-digit organic growth and continued bolt-on acquisitions to expand upon the lines of business underwritten by the MGA segment and increasing penetration in the warranty administration space. S&P's outlook also reflects its expectation that Amynta will improve margins from cost savings, successfully acquire and integrate new businesses, and maintain current leverage and coverage levels. S&P said it could lower its ratings in the next 12 months if organic growth or cash flow generation meaningfully deteriorate, putting pressure on the company's strategy execution and raising the risk of an unfavorable combination of higher-than-expected financial leverage (above 8.5x) and weaker-than-expected EBITDA coverage (below 1.5x) with liquidity falling below the adequate level. In addition, any stress to AFS, its majority carrier, that constrains Amynta's ability to place existing business could also affect S&P's forward-looking view. Although unlikely in the next 12 months, S&P said it could raise the ratings if cash flow generation improves financial leverage and EBITDA coverage to reflect a more-conservative level (financial leverage below 6.0x and EBITDA coverage of 4.0x-5.0x) on a sustained basis. Furthermore, S&P could also raise the ratings if Amynta reduces its reliance on AFS, while maintaining leverage below 7.0x and coverage above 2.5x. ANDREOLA TERRAZZO: Adds S.M. Moon Priority Claims to Plan --------------------------------------------------------- Andreola Terrazzo and Restoration, Inc., filed an amended disclosure statement to, among other things, add the allowed priority claim of S.M. Moon Investment Corp., d/b/a Texaco Cashing in Class 6. Moon is entitled to priority claims in the amount of $38,772. The Class 6 creditors will be paid in full in 60 equal monthly installments commencing on the Effective Date. Class 10 Claimant (General Unsecured Creditors of $2,500 or less) are impaired and shall be satisfied as follows: All General Unsecured Creditors with Allowed Claims of$2,500 or less or any General Unsecured Creditor of$2,501 or more who elect to be treated as a Class 10 Claimant, shall be paid 25% of their Allowed Claim in two equal payments. The first payment 60 days after the Effective Date and the second payment 60 day thereafter. Based upon the Debtor's Schedules the total amount of Class 10 creditors should not exceed $20,000. Class 11 Claimants (General Unsecured Creditor of $2,501 or more) are impaired and shall be satisfied as follows: All Allowed General Unsecured Creditors with Allowed Claims of $2,501 or more shall receive their pro rata share of 60 monthly payments of $5,000 commencing 90 days after the Effective Date. Based upon the Debtor's records, the General Unsecured Creditors over $2,501 would expect to receive a total distribution of approximately 20% of their Allowed Class 11 Claim. Class 2 Claimants (Allowed Ad Valorem Tax Claims) are impaired and shall be satisfied as follows: The Allowed Ad Valorem Tax Creditor Claims shall be paid out of the revenue from the continued operations of the business. Dallas County, City of Garland and Garland ISD have filed Proofs of Claim for unpaid business property taxes shall be treated as secured claims. Class 3 Claimants (Allowed Tax Claim of the Internal Revenue Service) are impaired and shall be satisfied as follows: The Allowed Amount of Tax Creditor Claims of the Internal Revenue Service ("IRS")shall be paid out of the continued operations of the business. The IRS secured and priority claim in the amount of $900,009.16 will be paid in 84 equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. The monthly payment shall be approximately $12,862. Class 4 Claimants (Allowed Texas Workforce Commission and Texas Comptroller Claims) are impaired and shall be satisfied as follows: The Allowed Texas Workforce Commission ("TWC") and Texas Comptroller ("Comptroller") Claims shall be paid out of the revenue from the continued operations of the business. The Comptroller has filed a Proof of Claim in the amount of $5,151.92 for franchise taxes The Debtor will pay the T WC and Comptroller taxes over a period of 60 months from the Petition Date, with interest at the rate of 5.50% per annum commencing on the Effective Date. The Debtor's monthly payment to pay the T WC Taxes will be approximately $437. Class 5 Claimants (Allowed Secured Claim of Landry Marks Partners, LP) are impaired and shall be satisfied as follows: the Debtor executed that certain Factoring and Security Agreement ("Agreement") dated February 1 6, 2017 with Landry Marks Partners, LP ("Landry"). As of the Petition Date, Landry asserted a claim in the amount of $352, 165.21 for un-reimbursed advances made by Landry. The Debtor shall repay the Allowed Landry Claim in 60 equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. Based upon the Proof of Claim of Landry the monthly payment will be $6,645. Class 6 Claimants (Allowed Priority Claims of J & G Check Cashing, Inc. d/b/a J&B Check Cashing and S.M. Moon Investment Corp. d/b/a Texaco Cashing) are impaired and shall be satisfied as follows: The Debtor provided paychecks to its employees within 180 days prior to the bankruptcy filing When J&B and Moon cashed those payroll checks, J&B and Moon stepped into the shoes of the employees. As a result J&B and Moon are entitled to priority claims for those checks in the amount of $50,399.271 for J&B and $38, 772.082 for Moon. The Class 6 creditors shall be paid in full in sixty (60) equal monthly installments commencing on the Effective Date. Class 7 Claimant (Allowed Secured Claim of Steve Sperber) is impaired and shall be satisfied as follows: the Debtor executed that certain Promissory Note ("Note") dated February 13, 2017 with Steve Sperber ("Sperber") in the original principal amount of$650,000. As of the Petition Date, Sperber asserted a claim in the principal amount of $456,374.84. The Debtor shall repay the Allowed Sperber Claim in the amount of $489,000 in 60 equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. Class 8 Claimants (Allowed Claims of Yellowstone Capital, LLC, Merchant Advance, LLC, ML Factors, Web Bank/Can Capital, Queen Funding, LLC, Platinum Rapid Funding Group, Ltd., Mantis Funding, LLC and EIN Cap, Inc.) are impaired and shall be satisfied has follows: The Class 8 claimants shall be entitled to, in order of their priority, based upon the value of the collateral which secures their indebtedness as of the Confirmation Date, after the claims of creditors in Classes 2, 3, 4, 5 and 7 are taken into account, repayment of their secured claims in sixty (60) equal monthly payments with interest at the rate of 5% per annum commencing on the Effective Date. Class 9 Claimants (Allowed Claims of International Fidelity Insurance Company and Developers Surety and Indemnity Company) are impaired and shall be satisfied as follows: The Debtor entered into certain performance and payments bonds ("Bonds") with International Fidelity Insurance Company ("Fidelity") and Developers Surety and Indemnity Company ("Developers") for specific construction projects of the Debtor. During the course of the case the Debtor entered into certain agreements with Developers and Fidelity to allow them to collect certain monies owed the Debtor on the project for which the Bonds were issued. The Debtor anticipates the use of the cash on hand and the continued operations of the business to fund the Plan. A full-text copy of the Amended Disclosure Statement dated February 11, 2019, is available at https://tinyurl.com/yxk467tv from PacerMonitor.com at no charge. About Andreola Terrazzo & Restoration Andreola Terrazzo & Restoration, Inc. -- http://www.andreolarestoration.com/-- is a family company based in North Texas. It offers custom, commercial terrazzo installations, flooring logos and emblems, concrete polishing and restoration services. Andreola Terrazzo is a member of the National Terrazzo and Mosaic Association and has been in business since 1978. Andreola Terrazzo & Restoration sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-31577) on May 4, 2018. In the petition signed by Brock Andreola, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Barbara J. Houser presides over the case. ANTERO MIDSTREAM: Moody's Rates New $600MM Unsec. Notes 'Ba3' ------------------------------------------------------------- Moody's Investors Service upgraded Antero Midstream Partners LP's (AM) 5.375% senior unsecured notes to Ba3 from B1 and concurrently assigned a Ba3 rating to the company's proposed $600 million senior unsecured notes. Moody's also affirmed the company's Ba2 Corporate Family Rating (CFR), Ba2-PD Probability of Default Rating (PDR), and SGL-3 Speculative Grade Liquidity Rating. The rating outlook remains positive. "The upgrade of the notes reflects an increased proportion of unsecured debt in AM's capital structure following the issuance of the proposed unsecured notes pursuant to the simplification transaction," said Sajjad Alam, Moody's senior analyst. Upgrades: Issuer: Antero Midstream Partners LP - 5.375% senior unsecured notes due 2024, Upgraded to Ba3 (LGD5) from B1 (LGD5) Assignments: Issuer: Antero Midstream Partners LP - Proposed senior unsecured notes due 2027, Assigned Ba3 (LGD5) Affirmations: Issuer: Antero Midstream Partners LP - Probability of Default Rating, Affirmed Ba2-PD - Speculative Grade Liquidity Rating, Affirmed SGL-3 - Corporate Family Rating, Affirmed Ba2 Outlook Actions: Issuer: Antero Midstream Partners LP - Outlook, Remains Positive RATINGS RATIONALE With the new debt offering, AM will be able to free up revolver availability to comfortably fund the roughly $600 million cash portion of the simplification transaction that is expected to close in March 2019. The acquisition of AM by its general partner Antero Midstream GP (AMGP, unrated) will add $600 million of incremental debt increasing the debt/EBITDA ratio of the combined entity to 3.2x from AM's 2.4x level at December 31, 2018. However, the transaction will also simplify the corporate structure, and reduce future distribution burden as well as the cost of capital by eliminating incentive distribution rights, partially offsetting the negative impacts of higher leverage. The unsecured notes are rated Ba3, one notch below AM's Ba2 CFR under Moody's Loss Given Default Methodology. This is because of the still significant size of AM's secured revolving credit facility, which has a $2 billion commitment amount and matures on October 26, 2022, relative to the amount of senior notes outstanding. The revolver has an all-asset pledge and has a priority-claim to all of the partnership's assets. Prior to the issuance of the new notes, the 5.375% senior unsecured notes were rated B1, or two notches beneath the Ba2 CFR, because the outstanding debt was so predominantly secured vs. unsecured. AM's Ba2 CFR reflects its increased but still manageable financial leverage, excellent organic growth prospects, solid distribution coverage as well as its strategic and operational importance to Antero Resources. AM has long term fee-based gathering, compression and water handling contracts with Antero, and substantially all of Antero's current as well as all future acreage in West Virginia, Pennsylvania and Ohio has been dedicated to AM. Antero is one of the most active E&P operators in Appalachia where it expects to grow production at around a 15% annual rate over the next several years backed by strong natural gas hedge positions. The rating is constrained by AM's reliance on a single customer, narrow geographic focus in Appalachia, exposure to volatile drilling cycles, and significant future growth capital requirements, including $800 million through 2022 for the newly formed processing and fractionation Joint Venture (J-V) with MPLX LP (Baa3 stable). Moody's believes Antero's senior management will continue to influence AM's future growth strategy through their significant ownership interest in AM following the simplification transaction. Given its overriding reliance on Antero, AM is unlikely to be rated above Antero's rating without significantly greater customer, geographic and business diversification. AM's SGL-3 rating reflects adequate liquidity through early-2020. The partnership will spend heavily to keep pace with Antero's projected growth and to fund AM's fractionation and processing J-V program with MPLX, significantly outspending its operating cash flow over the next two years. Moody's expects the projected funding gap to be financed with a balanced mix of debt and retained cash flow. Pro forma for the notes offering and the cash payments involving the simplification transaction, AM would have $1 billion of availability on the revolver as of December 31, 2018. Moody's expects AM to continue to term out revolver borrowings with unsecured debt to maintain a substantial liquidity cushion as growth spending continues through 2020. AM's positive outlook reflects Antero's positive outlook and Moody's expectation of increasing earnings and declining leverage through 2020. Greater scale and diversification supportive of a higher rating level will be a key driver for any potential upgrade. An upgrade would also depend on Antero's CFR moving to a higher rating level. If Antero was upgraded, Moody's could consider upgrading AM if the partnership is able to maintain its debt to EBITDA ratio below 3x and its distribution coverage ratio (FFO -- Maintenance capex / Distributions) above 1.1x. The CFR could be downgraded if leverage approaches 4x, the distribution coverage falls below 1x or Antero's CFR is downgraded. The principal methodology used in these ratings was Midstream Energy published in December 2018. Antero Midstream Partners LP is a Denver, Colorado based publicly traded MLP with gathering, compression, and water handling and treatment assets in northwest West Virginia and southern Ohio. ANTERO MIDSTREAM: S&P Assigns BB+ Rating on $600MM Unsecured Notes ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to the proposed $600 million senior unsecured notes due in 2027 issued by Antero Midstream Partners L.P. and Antero Midstream Finance Corp. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in a payment default scenario. The partnership intends to use the net proceeds from the notes to refinance debt under its credit facility. Denver-based Antero Midstream Partners L.P. is a master limited partnership formed by Antero Resources Corp. to own, operate, and develop midstream energy assets to service Antero Resources Corp.'s increasing production. Antero Midstream Partners' assets consist of gathering pipelines, compressor stations, and interests in processing and fractionation plants that collect and process production from Antero Resources Corp.'s wells in the Marcellus and Utica Shales in West Virginia and Ohio. RATINGS LIST Antero Midstream Partners L.P. Issuer Credit Rating BB+/Stable/-- New Rating Antero Midstream Partners L.P. Antero Midstream Finance Corp. Senior Unsecured US$600 Mil. Notes due 2027 BB+ Recovery Rating 3(65%) APPLIED BIOSCIENCES: Net Loss Casts Going Concern Doubt ------------------------------------------------------- Applied Biosciences Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $1,891,543 on $413,109 of product revenue for the three months ended Dec. 31, 2018, compared to a net loss of $342,857 on $62,977 of product revenue for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $1,808,617, total liabilities of $183,377, and $1,625,240 in total stockholders' equity. Company President Chris Bridges, and Secretary and Treasurer John James Southard, state, "The Company incurred a net loss of $2,407,059 and used $788,863 of cash in operating activities during the nine months ended December 31, 2018. Further, the Company's independent auditor in their audit report for fiscal year ended March 31, 2018 expressed substantial doubt about the Company's ability to continue as a going concern. These and other factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. "The Company's ability to continue as a going concern is dependent upon its ability to raise additional capital and to ultimately achieve sustainable revenues and income from operations. During the nine months ended December 31, 2018, the Company sold 37,500 shares of its common stock to accredited investors at a price of $2.00 per share for total proceeds of $75,000 and issued convertible notes for total proceeds of $1,444,500 both in private placements to accredited investors. However, the Company will need and is currently working on obtaining additional funds to operate its business through and beyond the date of this Form 10-Q filing. There is no assurance that such funds will be available or at terms acceptable to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions and covenants on its operations, in the case of debt financing or cause substantial dilution for its stockholders in the case of convertible debt and equity financing." A copy of the Form 10-Q is available at: https://is.gd/LTje5I Applied Biosciences Corp. focuses on various areas of the medical, bioceutical, and pet health industry. The Company focuses on select investment, consumer brands, and partnership opportunities in the recreational, health and wellness, nutraceutical, and media industries. It offers medical and consumer products, including creams, balms, tinctures, concentrates, and edibles under the Applied BioSciences brand. The Company also sells clothing, apparel, and other branded products. Applied Biosciences Corp. was founded in 2016 and is based in Beverly Hills, California. APPLIED DNA: Recurring Net Losses Cast Going Concern Doubt ---------------------------------------------------------- Applied DNA Sciences, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $3,234,320 on $884,322 of total revenues for the three months ended Dec. 31, 2018, compared to a net income of $3,183,712 on $647,677 of total revenues for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $6,148,777, total liabilities of $5,382,756, and $766,021 in total stockholders' equity. The Company has recurring net losses, which have resulted in an accumulated deficit of $251,107,180 as of Dec. 31, 2018. The Company incurred a net loss of $3,234,320 and generated negative operating cash flow of $1,513,668 for the three-month period ended Dec. 31, 2018. The Company also had working capital of $1,866,846 and cash and cash equivalents of $3,137,844 as of Dec. 31, 2018. Applied DNA states that these factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. A copy of the Form 10-Q is available at: https://is.gd/ZnkFDW Applied DNA Sciences, Inc., develops and markets DNA technology solutions in the United States, Europe and Asia. These solutions are used in, among other things, supply chain security, brand protection and drug and biologic applications. The Company is based in Stony Brook, New York. AREABEATS PROPERTIES: Hires Restaurant Realty as Broker ------------------------------------------------------- Areabeats Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Restaurant Realty Company, Inc., as broker to the Debtor. Areabeats Properties requires Restaurant Realty to market and sell the Debtor's real property and improvements located at 917-921 4th Street, San Rafael, CA 94901. Restaurant Realty will be paid a commission of: -- 3% of the sale price; or -- 6% of the sale price, if the buyer is represented by a licensed agent, to be shared equally between the two agents. Steven D. Zimmerman, director of Restaurant Realty Company, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Restaurant Realty can be reached at: Steven D. Zimmerman RESTAURANT REALTY COMPANY, INC. 77 Mark Drive, Suite 14 San Rafael, CA 94903 Tel: (415) 946-9701 Fax: (415) 945-9702 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 oversees the case. The Debtor tapped the Law Office of Steven M. Olson as its legal counsel. ARSENAL ENERGY: Seeks to Hire Simpson Thacher as Legal Counsel -------------------------------------------------------------- Arsenal Energy Holdings LLC seeks authority from the U.S. Bankruptcy Court for the District of Delaware to hire Simpson Thacher & Bartlett LLP as its legal counsel nunc pro tunc to February 4, 2019. The firm will provide these services: (a) advise the Debtor of rights, powers and duties in the continued operation of its business, and in the areas of corporate finance, securities laws, corporate governance, employee benefits and tax; (b) advise the Debtor regarding pending matters and the general status of its Chapter 11 Case and coordinate with Delaware co-counsel Young Conaway Stargatt & Taylor, LLP on any necessary responses; (c) communicate with representatives of the Debtor's creditors and other parties in interest; (d) take all necessary actions to obtain confirmation of the Debtor's bankruptcy plan and to implement the plan; and (e) advise the Debtor on corporate, litigation and other non-bankruptcy matters if requested. Simpson Thacher's hourly rates are: Partners $1,325 - $1,640 Senior Counsel $1,220 Counsel $1,190 Associates $590 - $1,145 Paraprofessionals $265 - $455 Michael Torkin, Esq., a partner at Simpson Thacher, attests that his firm is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases,, Michael H. Torkin disclosed that: -- Simpson Thacher has not agreed to a variation of its standard or customary billing arrangements in connection with its employment; -- None of the professionals included in the engagement have varied their rates based on the geographic location of the Chapter 11 Case; -- Simpson Thacher was retained by the Debtor pursuant to an engagement letter dated December 11, 2018. The billing rates and material terms of the pre-bankruptcy engagement are the same as the proposed rates and terms, subject to customary annual rate increases as of January 1, 2019; and -- The Debtor will be approving a prospective budget and staffing plan for Simpson Thacher's engagement for the post-petition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Simpson Thacher can be reached through: Michael H. Torkin, Esq. Kathrine A. McLendon, Esq. Nicholas E. Baker, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Tel: (212) 455-2000 Fax: (212) 455-2502 About Arsenal Resources Arsenal Resources -- http://www.arsenalresources.com/-- is an independent exploration and production company headquartered in Pittsburgh, Pennsylvania that is engaged in the acquisition, exploration, development and production of natural gas in the Appalachian Basin. Through the strategic employment of select technologies, the company achieves continuous improvement in efficiencies and production results. Arsenal Energy Holdings, LLC, formerly known as Mountaineer Energy Holdings, LLC, filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 19-10226) on February 4, 2019. At the time of petition, the Debtor had $500 million to $1 billion in estimated assets and liabilities. The Debtor tapped Simpson Thacher & Bartlett LLP and Young Conaway Stargatt & Taylor, LLP as its legal counsel. ARSENAL ENERGY: Seeks to Hire Young Conaway as Co-Counsel --------------------------------------------------------- Arsenal Energy Holdings LLC seeks authority from the U.S. Bankruptcy Court for the District of Delaware to hire Young Conaway Stargatt & Taylor, LLP. Young Conaway will serve as co-counsel with Simpson Thacher & Bartlett LLP, another law firm tapped by the Debtor in connection with its Chapter 11 case. The firm's current standard hourly rates are: Pauline K. Morgan $975 Kara Hammond Coyle $655 Ashley E. Jacobs $530 Brittani Gordon $340 Michelle Smith (paralegal) $285 Pauline Morgan, Esq., a partner at Young Conaway, attests that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. Young Conaway can be reached through: Pauline K. Morgan, Esq. Kara H. Coyle, Esq. Ashley Jacobs, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 T: (302) 571-6600 F: (302) 571-1253 About Arsenal Resources Arsenal Resources -- http://www.arsenalresources.com/-- is an independent exploration and production company headquartered in Pittsburgh, Pennsylvania that is engaged in the acquisition, exploration, development and production of natural gas in the Appalachian Basin. Through the strategic employment of select technologies, the company achieves continuous improvement in efficiencies and production results. Arsenal Energy Holdings, LLC, formerly known as Mountaineer Energy Holdings, LLC, filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 19-10226) on February 4, 2019. At the time of petition, the Debtor had $500 million to $1 billion in estimated assets and liabilities. The Debtor tapped Simpson Thacher & Bartlett LLP and Young Conaway Stargatt & Taylor, LLP as its legal counsel. ASPEN VILLAGE: Seeks Authorization to Use MidCap Cash Collateral ---------------------------------------------------------------- Aspen Village at Lost Mountain Assisted Living, LLC, requests the U.S. Bankruptcy Court for the Northern District of Georgia to authorize its use of cash collateral based on the Budget. Pursuant to the Budget, the Debtor projects the Business will incur total operational expenses of approximately $252,225 per month in the month of February 2019. The Debtor proposes to use cash collateral generated from the Business: (a) in accordance with the budget, the line items of which the Debtor may modify by no more than 15% and the Debtor may carry over any unused budgeted amount, (b) for payment of U.S. Trustee fees and (c) for other matters pursuant to orders entered by the Court. MidCap Funding Investment IV LLC asserts a first priority lien upon and security interest in Debtor’s assets including all accounts and other assets as more particularly described in the UCC Financing Statement. The UCC Financing Statement was assigned twice -- the first time from MidCap Financial Trust to MidCap XXXI Trust, and then from MidCap XXXI Trust to MidCap Funding Investment IV LLC. The Debtor is not aware of any other liens or security interests in cash collateral. MidCap will be granted a security interest in, and lien upon all of the post-petition cash collateral to the same extent, validity, amount, and priority as MidCap's pre-petition security interests and lien upon such cash collateral to secure against any diminution in value of any prepetition cash collateral in which MidCap holds a valid, enforceable and perfected security interest resulting from the Debtor's use of cash collateral. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/ganb19-40262-4.pdf About Aspen Village At Lost Mountain Aspen Village At Lost Mountain operate assisted living facilities in Georgia. Two affiliates, Aspen Village At Lost Mountain Assisted Living, LLC and Aspen Village At Lost Mountain Memory Care, LLC, have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. Case N.D. Ga. Nos. 19-40262 and 19-40263, respectively), on Feb. 5, 2019. The petitions were signed by Anderson Glover, manager. The case is assigned to Judge Barbara Ellis-Monro. The Debtor is represented by Leslie M. Pineyro, Esq. at Jones & Walden, LLC. At the time of filing, both Debtors had $0 to $50,000 in estimated assets and $1 million to $10 million in estimated liabilities. ASTROTECH CORP: Net Losses Cast Going Concern Doubt --------------------------------------------------- Astrotech Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $2,160,000 on $7,000 of revenue for the three months ended Dec. 31, 2018, compared to a net loss of $3,137,000 on $41,000 of revenue for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $3,766,000, total liabilities of $1,116,000, and $2,650,000 in total stockholders' equity. Chief Financial Officer Eric Stober states, "As of December 31, 2018, the Company has working capital of $2.1 million. The Company reported a net loss of $13.3 million for the fiscal year 2018 and a net loss of $4.4 million for the six months ended December 31, 2018, along with net cash used in operating activities of $10.8 million for the fiscal year 2018 and net cash used in operating activities of $4.2 million for the six months ended December 31, 2018. This raises substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/GD8BNN Astrotech Corporation operates as a science and technology development and commercialization company in the United States. It operates through two segments, Astro Scientific and Astral Images Corporation. The Astro Scientific segment manufactures chemical detection and analysis instrumentation that detects and identifies trace amounts of explosives and narcotics. Its product portfolio include MMS 1000, a small, low-power desktop mass spectrometer; OEM 1000, a mass spectrometer component; MMS 2000, a gas monitor that provides precise, real-time measurement of specific chemicals in a process stream; and TRACER 1000, an explosives trace detector with a swab-based thermal desorption sample inlet system. The Astral Images Corporation segment develops film restoration and enhancement software. This segment offers Astral Black ICE, a system targeted mainly towards the black-and-white feature film and television series digitization and restoration markets; Astral Color ICE, a standalone AI software solution that integrates into film scanners to enable color image correction and enhancement; Astral HDR ICE, high dynamic range solution that upgrades digital and traditional films to the HDR10 standard; and Astral HSDR ICE, a solution, which automatically converts HDR content to SDR. The Company was formerly known as SPACEHAB, Inc. and changed its name to Astrotech Corporation in 2009. Astrotech Corporation was founded in 1984 is headquartered in Austin, Texas. AVADEL SPECIALTY: Hires Epiq as Claims and Noticing Agent --------------------------------------------------------- Avadel Specialty Pharmaceuticals, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Corporate Restructuring, LLC, as claims and noticing agent to the Debtor. Avadel Specialty requires Epiq to: a. prepare and serve required notices and documents in the cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors or the Court, including (i) notice of the commencement of the cases and the initial meeting of creditors under Bankruptcy Code Sec. 341(a), (ii) notice of any claims bar date, (iii) notices of transfers of claims and objections to claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan, (vii) any motion to convert, dismiss, appoint a trustee, or appoint and examiner filed by the U.S. Trustee's Office, and (viii) all other notices, orders, pleadings, publications and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of the cases; b. maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs (collectively, "Schedules"), listing the Debtors' known creditors and the amounts owed thereto; c. maintain (i) a list of all potential creditors, equity holders and other parties-in-interest; and (ii) a "Master Service List" in accordance with Local Rule 2002-1(H); update said lists and make said lists available upon request by a party-in-interest or the Clerk; d. furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; e. maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; f. for all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket numbers and titles of the pleadings served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; g. process all proofs of claim or proofs of interest received, including those received by the Clerk's Office, and check said processing for accuracy, and maintain the original proofs of claim or proofs of interest in a secure area; h. maintain the official claims register for each Debtor (the "Claims Registers") on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), (vi) the applicable Debtor, and (vii) any disposition of the claim; i. file an updated claims register with the Court, in alphabetical or numerical order, upon request and direction of the Clerk of the Court; j. maintain an electronic platform for purposes of filing proofs of claim; k. record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); provided, however, that if any evidence of transfer of claims is filed with the Court pursuant to Bankruptcy Rule 3001(e), and if the evidence of transfer or notice thereof executed by the parties purports to waive the 21-day notice and objection period required under Bankruptcy Rule 3001(e), then Epiq may process the transfer of claims to change the name and address of the claimant of such claim to reflect the transfer, and the effective date of such transfer will be the date the evidence of such transfer was docketed in the case; l. relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of the Claims and Noticing Agent, not less than weekly; m. upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the claims register for the Clerk's review, upon the Clerk's request; n. monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on or changes to the claims register; o. assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtors or the Court, including through the use of a case website or call center; p. provide such other related claims and noticing services as the Debtors may require in connection with these Chapter 11 Cases; q. if a case is converted to chapter 7, contact the Clerk's Office within three (3) days of the notice to Claims and Noticing Agent of entry of the order converting the case; r. thirty (30) days prior to the close of these Chapter 11 Cases, to the extent practicable, request that the Debtors submit to the Court a proposed Order dismissing the Claims and Noticing Agent and terminating the services of such agent upon completion of its duties and responsibilities and upon the closing of these cases; s. within fourteen (14) days of entry of an Order dismissing a case or within thirty (30) days of entry of a Final Decree, (a) forward to the Clerk an electronic version of all imaged claims; (b) upload the creditor mailing list into CM/ECF and (c) docket a Final Claims Register. If a case has jointly-administered entities, one combined register shall be docketed in the lead case containing claims of all cases. The Claims and Noticing Agent shall further box and transport all original claims to the Atlanta Federal Records Center, 4712 Southpark Blvd, Ellenwood, GA 30294 and docket a completed SF-135 Form indicating the accession and location numbers of the archived claims; and t. within fourteen (14) days of entry of an Order converting a case, (a) forward to the Clerk an electronic version of all imaged claims; (b) upload the creditor mailing list into CM/ECF and (c) docket a Final Claims Register. If a case has jointly-administered entities, one combined register shall be docketed in the lead case containing claims of all cases. A Final Claims Register shall also be docketed in each jointly-administered case containing the claims of only that specific case. The Claims and Noticing Agent shall further box and transport all original claims to the Atlanta Federal Records Center, 4712 Southpark Blvd, Ellenwood, GA 30294 and docket a completed SF-135 Form indicating the accession and location numbers of the archived claims. u. upon conversion of a chapter 11 case to a chapter 7 case, if there are more than two hundred (200) creditors, the Claims and Noticing Agent shall (i) continue to serve all notices required to be served, at the direction of the chapter 7 trustee or the Clerk's office or (ii) submit a termination order. If a termination order has been granted, the Claims and Noticing Agent shall comply with Local Rule 2002-1(f)(x). Epiq will be paid at these hourly rates: Executives No Charge Executive Vice President, Solicitation $215 Solicitation Consultant $190 Consultants/ Directors/Vice Presidents $160–$190 Case Managers $70-$165 IT/Programming $65–$85 Clerical/Administrative Support $25–$45 Epiq will be paid a retainer in the amount of $25,000. Epiq will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian Karpuk, director of Consulting Services of Epiq Corporate Restructuring, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Epiq can be reached at: Brian Karpuk EPIQ CORPORATE RESTRUCTURING, LLC 777 Third Ave., 12th Floor New York, NY 10017 Tel: (646)282-2595 About Avadel Specialty Pharmaceuticals Avadel Specialty Pharmaceuticals, LLC, is a pharmaceutical company whose sole commercial product is the FDA-approved NOCTIVA. NOCTIVA is a prescription medicine nasal (nose) spray used in adults who wake up two or more times during the night to urinate due to a condition called nocturnal polyuria. ASP is a special purpose entity and wholly owned subsidiary of Dublin, Ireland-based Avadel Pharmaceuticals plc (Nasdaq:AVDL). Avadel plc is a specialty pharmaceutical company that distributes and markets pharmaceutical products focused on the central nervous system (CNS) / sleep, and hospital markets. ASP sought Chapter 11 relief (Bankr. D. Del. Case No. 19-10248) on Feb. 6, 2019. The Debtor disclosed total assets of $79.67 million and liabilities of $167.39 million as of Dec. 31, 2018. The Hon. Christopher S. Sontchi is the case judge. GREENBERG TRAURIG, LLP, is the Debtor's counsel. MCA FINANCIAL GROUP, LTD., is the investment banker. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims and noticing agent. AVADEL SPECIALTY: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on Feb. 20 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Avadel Specialty Pharmaceuticals, LLC. About Avadel Specialty Pharmaceuticals Avadel Specialty Pharmaceuticals, LLC is a pharmaceutical company whose sole commercial product is the FDA-approved NOCTIVA. NOCTIVA is a prescription medicine nasal (nose) spray used in adults who wake up two or more times during the night to urinate due to a condition called nocturnal polyuria. ASP is a special purpose entity and wholly owned subsidiary of Dublin, Ireland-based Avadel Pharmaceuticals plc (Nasdaq:AVDL). Avadel plc is a specialty pharmaceutical company that distributes and markets pharmaceutical products focused on the central nervous system (CNS)/ sleep, and hospital markets. ASP sought Chapter 11 relief (Bankr. D. Del. Case No. 19-10248) on Feb. 6, 2019. The Debtor disclosed total assets of $79.67 million and liabilities of $167.39 million as of Dec. 31, 2018. The Hon. Christopher S. Sontchi is the case judge. The Debtor tapped Greenberg Traurig, LLP as its legal counsel; MCA Financial Group, Ltd. as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. AZURE ROUTE 66: Involuntary Chapter 11 Case Summary --------------------------------------------------- Alleged Debtor: Azure Route 66 Plaza Partners LLC 17870 Castleton St Ste 100 City of Industry, CA 91748 Business Description: Azure Route 66 Plaza Partners, LLC filed as a Domestic in the State of California on May 13, 2014, according to public records filed with California Secretary of State. Involuntary Chapter 11 Petition Date: February 20, 2019 Court: United States Bankruptcy Court Central District of California (Riverside) Case Number: 19-11308 Judge: Hon. Scott H. Yun Petitioning Creditors' Counsel: Felix T. Woo, Esq. FTW LAW GROUP 601 South Figueroa Street, Suite 4050 Los Angeles, CA 90017 Tel: 213-335-3960 Email: fwoo@ftwlawgroup.com List of Petitioning Creditors: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Xianzhang Xiao Conversion; $500,000 c/o 601 South Constructive Trust Figueroa Street Suite 4050 Los Angeles, CA 90017 Jing Liu Conversion; $500,000 2817 Majestic St Constructive Trust West Covina, CA 91791 Lingtao Meng Conversion; $500,000 c/o 355 S Lemon Ave Constructive Trust Ste F Walnut, CA 91789 A full-text copy of the Involuntary Petition is available for free at: http://bankrupt.com/misc/cacb19-11308.pdf BACK RIVER: Seeks to Hire Michael D. Pinsky as Attorney ------------------------------------------------------- Back River Hope, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Michael D. Pinsky, P.C., as attorney to the Debtor. Back River requires Michael D. Pinsky to: a. give legal advice regarding the powers and duties of a debtor-in-possession in the continued operation of its business and the appropriate management of estate property; b. prepare all records and reports as required by the Bankruptcy Rules and the Local Bankruptcy Rules of the Southern District of New York, and the operating guidelines of the Office of the U.S. Trustee; c. assist in the determination of the value of property of the estate, the treatment of secured debt, the resolution of claims, the defense of motions for modification of the automatic stay, the provision of adequate protection; the disposition of property; and the treatment of claims in connection with a Chapter 11 plan of reorganization; d. negotiate and prepare all necessary and appropriate applications and proposed orders to be submitted to the Bankruptcy Court, including applications for the use of cash collateral, the retention of professionals, payment of critical vendors, maintenance of utility service, the sale of estate property, post-petition financing, and other applications pertinent to the successful resolution of the bankruptcy case; e. examine proofs of claim and the prosecution of objections to certain such claims; f. provide legal advice and prepare documents in connection with reorganization, including the formulation and preparation of a disclosure statement and plan of reorganization; g. represent the estate's interest in adversary proceedings; and h. provide all other matters reasonably necessary to restructure the Debtor's indebtedness and reorganize its financial affairs in the bankruptcy case. Michael D. Pinsky will be paid at these hourly rates: Counsels $400 Paralegals $100 Michael D. Pinsky will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael D. Pinsky, partner of Michael D. Pinsky, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Michael D. Pinsky can be reached at: Michael D. Pinsky, Esq. MICHAEL D. PINSKY, P.C. 372 Fullerton Ave. Newburgh, NY 12550 Tel: (845) 245-6001 About Back River Hope Back River Hope, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 19-35155) on Feb. 4, 2019. The Debtor hired Michael D. Pinsky, P.C., as attorney. BERAKAH INVESTMENT: Seeks to Hire Newark Firm as Counsel -------------------------------------------------------- Berakah Investment Solutions, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ A Newark Firm, as counsel to the Debtor. Berakah Investment requires Newark Firm to represent and provide legal services to the Debtor in relation to the Chapter 11 bankruptcy proceeding. Newark Firm will be paid at these hourly rates: Attorneys $400 Paralegals $95 The Firm has been paid a retainer of $1,287. Newark Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Newark, III, partner of A Newark Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Newark Firm can be reached at: Robert C. Newark, III, Esq. A NEWARK FIRM 1341 W. Mockingbird Lane, Ste 600W Dallas, TX 75247 Tel: (866) 230-7236 Fax: (888) 316-3398 E-mail: office@newarkfirm.com About Berakah Investment Solutions Berakah Investment Solutions is a privately owned company that leases real estate. The Company is the fee simple owner of nine properties in Texas having a total current value of $1.94 million. Berakah Investment Solutions, LLC, doing business as DFW Lease Option, sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-30473) on Feb. 4, 2019. The Debtor disclosed total assets of $1,983,499 and total liabilities of $1,648,148 as of the bankruptcy filing. The Hon. Barbara J. Houser is the case judge. Robert C. Newark, III, Esq., in Dallas, serves as counsel to the Debtor. BIONIK LABORATORIES: Funds Needed to Continue as Going Concern -------------------------------------------------------------- Bionik Laboratories Corp. filed its quarterly report on Form 10-Q, disclosing a net and comprehensive loss of $2,384,163 on $930,257 of sales for the three months ended Dec. 31, 2018, compared to a net and comprehensive loss of $2,580,759 on $260,960 of sales for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $31,022,947, total liabilities of $6,318,021, and $24,704,926 in total stockholders' equity. Chief Executive Officer Eric Dusseux and Chief Financial Officer Leslie Markow disclosed that there is no certainty that the Company will be successful in generating sufficient cash flow from operations or achieving and maintaining profitable operations in the future to enable it to meet its obligations as they come due, however the Company believes it has the support of its major shareholders, who have previously provided convertible loans to meet the Company's cash flow needs and to continue as a going concern. They further said, "The Company hopes to raise sufficient cash in the next three months to meet the Company's anticipated cash requirements for the 12 months thereafter. Sales of additional equity or equity-linked securities by the Company would result in the dilution of the interests of existing stockholders. There can be no assurance that financing will be available when required. In the event that the necessary additional financing is not obtained, the Company would reduce its discretionary overhead costs substantially or otherwise curtail operations. "The Company expects the forgoing, or combination thereof, to meet the Company's anticipated cash requirements for the next 12 months; however, if these conditions are not achieved, this will raise significant doubt about the Company's ability to continue as a going concern. The accompanying consolidated interim financial statements do not include any adjustments to reflect the possible effects of recoverability and reclassification of assets or amounts and classifications of liabilities that may result from the outcome of this uncertainty." A copy of the Form 10-Q is available at: https://is.gd/SZxDhA Canada-based Bionik Laboratories Corp. is a robotics company focused on providing rehabilitation and mobility solutions to individuals with neurological and mobility challenges from hospital to home. The Company has a portfolio of products focused on upper and lower extremity rehabilitation for stroke and other mobility impair patients, including three products in the market and four products in varying stages of development. The InMotion Systems -- the InMotion ARM, In Motion Wrist, InMotion Hand -- are designed to provide intelligent, adaptive therapy in a manner that has been clinically verified to maximize neurorecovery. Bionik is also developing a lower-body exoskeleton -- the ARKE -- designed to allow paraplegics as well as other wheelchair users the ability to rehabilitate through walking. ARKE is defined to continually adapt to the patient's ability and provide real time feedback to the physiotherapist. BLACK RIDGE: BRAC Will Hold Presentations on Ourgame Merger Deal ---------------------------------------------------------------- Black Ridge Acquisition Corp intends to hold presentations for certain of its stockholders, as well as other persons who might be interested in purchasing BRAC's securities, in connection with the proposed business combination whereby BRAC will acquire the global esports and entertainment assets of Ourgame International Holdings Ltd., as described in the current report on Form 8-K filed by BRAC on Dec. 19, 2018. Macquarie Capital is acting as BRAC'S capital markets advisor in connnection with the proposed transactions and will receive a fee at the closing. Additionally, EarlyBirdCapital, Inc., the managing underwriter of BRAC's initial public offering consummated in October 2017, was engaged as an advisor in connection with BRAC'S business combination and will receive a fee at the closing. BRAC and its directors and executive officers and Macquarie and EBC may be deemed to be participants in the solicitation of proxies for the special meeting of BRAC stockholders to be held to approve the proposed transactions. Black Ridge Oil & Gas, Inc. was the sponsor of Black Ridge Acquisition Corp., a special purpose acquisition company, which began trading on the NASDAQ Capital Market on Oct. 5, 2017. Upon completion of the transaction, as sponsor of the SPAC, Black Ridge will retain the 3,895,000 shares of BRAC common stock it currently holds, subject to a one-year lockup period. About Black Ridge Black Ridge Oil & Gas -- http://www.blackridgeoil.com/-- is a company focused on acquiring, investing in, and managing the oil and gas assets for its partners. The Company continues to pursue asset acquisitions in all major onshore unconventional shale formations that may be acquired with capital from its existing joint venture partners or other capital providers. Black Ridge is based in Minneapolis, Minnesota. M&K CPAS, PLLC, the Company's auditor since 2010, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company suffered a net loss from operations and negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. Black Ridge reported a net loss attributable to the Company of $392,529 in 2017 following net income attributable to the Company of $29.94 million in 2016. As of Sept. 30, 2018, the Company had $142.83 million in total assets, $447,029 in total liabilities, $140.20 million in redeemable non-controlling interest, and $2.18 million in total stockholders' equity. BLACK RIDGE: Lends $100,000 to BRAC ----------------------------------- Black Ridge Oil & Gas, Inc. loaned $100,000 to Black Ridge Acquisition Corp. and was issued a convertible promissory note to evidence such loan on Feb. 20, 2019. The loan is unsecured, non-interest bearing and is payable at the consummation by BRAC of a merger, share exchange, asset acquisition, or other similar business combination, with one or more businesses or entities. Upon consummation of a Business Combination, the principal balance of the note may be converted, at the Company's option, to units at a price of $10.00 per unit. The terms of the units will be identical to the units issued by BRAC in its initial public offering, except the warrants included in such units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Company or its permitted transferees. If the Company converts the entire principal balance of the convertible promissory note, it would receive 10,000 units. If a Business Combination is not consummated, the note will not be repaid by BRAC and all amounts owed thereunder by BRAC will be forgiven except to the extent that BRAC has funds available to it outside of its trust account established in connection with the initial public offering. About Black Ridge Black Ridge Oil & Gas -- http://www.blackridgeoil.com/-- is a company focused on acquiring, investing in, and managing the oil and gas assets for its partners. The Company continues to pursue asset acquisitions in all major onshore unconventional shale formations that may be acquired with capital from its existing joint venture partners or other capital providers. Black Ridge is based in Minneapolis, Minnesota. M&K CPAS, PLLC, the Company's auditor since 2010, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company suffered a net loss from operations and negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. Black Ridge reported a net loss attributable to the Company of $392,529 in 2017 following net income attributable to the Company of $29.94 million in 2016. As of Sept. 30, 2018, the Company had $142.83 million in total assets, $447,029 in total liabilities, $140.20 million in redeemable non-controlling interest, and $2.18 million in total stockholders' equity. BLACKWATER TECHNOLOGIES: Seeks to Hire Smith Conerly as Counsel --------------------------------------------------------------- Blackwater Technologies, Inc. seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Smith Conerly LLP as its legal counsel. The firm will provide these services: (a) assist the Debtor in preparing schedules of assets and liabilities and statement of financial affairs; (b) advise the Debtor of its powers and duties in the continued operation of its business and management of its property; (c) assist the Debtor in the sale of its assets; (d) attend meetings and negotiate with representatives of the Debtor's creditors and other parties in interest; (e) assist the Debtor in reviewing and maintaining its executory contracts and unexpired leases, and negotiating with parties thereto; (f) prepare and pursue confirmation of a plan of reorganization; (g) review the nature and validity of liens asserted against the Debtor's property and advise the Debtor concerning the enforceability of those liens; and (h) prosecute and defend litigation matters. The standard hourly rates for Smith Conerly's attorneys and paralegals are: Partners $350 Associates $285 Paralegals $95 J. Nevin Smith, Esq., a partner at Smith Conerly, attests that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: J. Nevin Smith, Esq. Smith Conerly LLP 402 Newnan Street Carrollton, GA 30117 Phone: (770) 834-1160 Fax: (770) 834-1190 E-mail: awilson@smithconerly.com About Blackwater Technologies Inc. Blackwater Technologies, based in Carrollton, Georgia, specializes in fire protection as well as low voltage projects. The Company provides fire alarm installation, maintenance, and inspection services. Blackwater Technologies filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-10283) on February 13, 2019. In the petition signed by Charles Blackwell, chief executive officer, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case has been assigned to Judge Homer W. Drake. The Debtor's counsel is Nevin J. Smith, Esq., at Smith Conerly LLP. BOBBIE VARDAN: Court Grants GREI Bid for In Rem Relief ------------------------------------------------------ Bankruptcy Judge Klinette H. Kindred granted GREI, LLC's Motion to Amend Findings or to Make Additional Findings of the Order Granting In Rem Relief from the Automatic Stay to Wells Fargo Bank, NA entered on Nov. 30, 2018. The motion asks the Court to find that the Debtor Bobbie U. Vardan's interest in the real property located at 3409 Meyer Woods Lane, Fairfax, Virginia, was terminated by the sale of the property to GREI on Sept. 25, 2018. Wells Fargo filed a response to GREI's motion indicating no opposition to the relief requested, and asking for additional relief. Vardan, the Debtor, opposes the relief sought by GREI. GREI asks this Court to affirm 1) that the foreclosure sale of the subject property terminated any interest that the Debtor may have had in the property because the first in rem order was an enforceable final order as no stay pending appeal had been requested or issued by this Court; and 2) that the sale made further consideration of the motion for relief moot and therefore the motion should be dismissed. Ms. Vardan argued several theories to explain why the sale to GREI was invalid. First, she contended that GREI lacked standing because the first order granting relief was reversed and that the reversal reinstated the automatic stay. She is incorrect. The remand order merely vacated the first in rem order so that findings of facts and conclusions of law could be rendered for review by the District Court on appeal. Since the remand order was not a reversal, the final order granting relief from the stay remained in effect. GREI acquired standing when it purchased Wells Fargo's interest in the subject property. Next, the Debtor argued that the sale was invalid because GREI knew that the in rem order was under appeal and thereby GREI took subject to the appeal. Ms. Vardan cites no case law to support this theory. The appeal did not affect the finality of the first in rem relief order, so any challenge to GREI's standing, for this reason, is baseless. Moreover, the failure of the Debtor to obtain a stay pending appeal from a lower court, with the result that property was, in fact, sold at foreclosure leaves appellate courts powerless to grant relief, even when the purchaser is a party to the appeal. In conclusion, the Court finds that the foreclosure sale of the subject property terminated any interest that the Debtor may have had in the property because the first in rem order was a final order. The order was neither subject to a stay pending appeal nor had it been vacated before the property was sold to GREI. Therefore, for these and all of the reasons stated in the Court's memorandum opinion dated Nov. 30, 2018, the Court grants the motion for in rem relief effective May 31, 2018 nunc pro tunc. The Court will enter an amended order consistent with the additional findings and conclusions in this memorandum opinion. A copy of the Court's Memorandum Opinion dated Feb. 15, 2019 is available at: http://bankrupt.com/misc/vaeb17-13848-179.pdf Bobbie Upasna Vardan filed for chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 16-13848) on Nov. 13, 2017. BOCA HEALTH: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Boca Health & Fitness, LLC as of Feb. 19, according to a court docket. About Boca Health Fitness Boca Health Fitness, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10417) on Jan. 11, 2019. In the petition signed by Dale Buchanan, managing member, the Debtor estimated $0 to $50,000 in assets and $100,001 to $500,000 in liabilities. The case is assigned to Judge Raymond B. Ray. Van Horn Law Group, Inc., is the Debtor's counsel. BONDARIU INVESTMENTS: Hires Crowley Liberatore as Counsel --------------------------------------------------------- Bondariu Investments, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Crowley Liberatore Ryan & Brogan, P.C., as counsel to the Debtor. Bondariu Investments requires Crowley Liberatore to: a. prepare the petition, lists, schedules and statements required by the Bankruptcy Code; the pleadings, motions, notices and orders required for the orderly administration of the estate and to ensure the progress of this case; and to consult with and advise the Debtor in the reorganization of its financial affairs; b. prepare for, prosecute, defend, and represent the Debtor's interest in all contested matters, adversary proceedings, and other motions and applications arising under, arising in, or related to this case; c. advise and consult concerning administration of the estate in this case, concerning the rights and remedies with regard to the Debtor's assets; concerning the claims of administrative, secured, priority, and unsecured creditors and other parties in interest; d. investigate the existence of other assets of the estate; and, if any exist, to take appropriate action to have the same turned over to the estate, including instituting lawsuits and investigating whether lawsuits exist; and e. prepare a Disclosure Statement and Plan of Reorganization for the Debtor, and negotiate with all creditors and parties in interest who may be affected thereby; to obtain confirmation of a Plan, and perform all acts reasonably calculated to permit the Debtor to perform such acts and consummate a Plan. Crowley Liberatore will be paid based upon its normal and usual hourly billing rates. Crowley Liberatore has been paid a total of $2,520 for pre-petition work performed for the Debtor relating to this case. Philip Ison, the principal of the Debtor, reimbursed the firm the $1,717 Chapter 11 filing fee in this case. Crowley Liberatore continues to hold a $7,480 retainer, paid by an entity affiliated with Philip Ison, to use toward its post-petition court approved work. Crowley Liberatore will also be reimbursed for reasonable out-of-pocket expenses incurred. Karen M. Crowley, partner of Crowley Liberatore Ryan & Brogan, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Crowley Liberatore can be reached at: Karen M. Crowley, Esq. CROWLEY LIBERATORE RYAN & BROGAN, P.C. 150 Boush Street, Town Point Center, Suite 300 Norfolk, VA 23510 Tel: (757) 333-4500 Fax: (757) 333-4501 About Bondariu Investments Bondariu Investments, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 19-70065) on Jan. 8, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. The case is assigned to Judge Frank J. Santoro. Crowley, Liberatore, Ryan & Brogan, P.C., is the Debtor's counsel. BRIGHT MOUNTAIN: Exits Black Helmet Business Line ------------------------------------------------- The board of directors of Bright Mountain Media, Inc. has authorized the company to exit its Black Helmet business line as a result of, among other things, the change in its strategic direction to a focus solely in its advertising segment. Historically, the Company has reported revenues in two segments, advertising and product sales. Historically, revenues from its product sales segment includes revenues from two of its websites that operate as e-commerce platforms, including Bright Watches and Black Helmet, as well as Bright Watches' retail location. As previously disclosed, following the Company's acquisition of Daily Engage Media Group LLC in September 2017 the Company began a strategic shift of its business to focus on its advertising segment. As a result of this shift in focus, during 2018 the Company viewed the portion of its product segment related to Bright Watches as non-strategic to its current business direction and on Jan. 21, 2019, effective Dec. 31, 2018, its board of directors determined to discontinue the operations of Bright Watches. The decisions to exit all components of the Company's product segment will result in these businesses being accounted for as discontinued operations. The Company is unable at this time to make an estimate of the amount or range of amounts of the costs associated with the discontinuation of these businesses. The Company expects to include such information, together with any required financial statements, in its Annual Report on Form 10-K for the year ended Dec. 31, 2018. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- http://www.brightmountainmedia.com/-- is a digital media holding company whose primary focus is connecting brands with consumers as a full advertising services platform. Bright Mountain Media's assets include an ad network, an ad exchange platform and 25 websites (owned and/or managed) that provide content, services and products. The websites are primarily geared for a young, male audience with several that focus on active, reserve and retired military audiences as well as law enforcement and first responders. Bright Mountain reported a net loss attributable to common shareholders of $3.01 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $2.94 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Bright Mountain had $5.03 million in total assets, $2.71 million in total liabilities, and $2.31 million in total shareholders' equity. The report from the Company's independent accounting firm Liggett & Webb, P.A., in Boynton Beach, Florida, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company sustained a net loss of $2.99 million and used cash in operating activities of $1.73 million for the year ended Dec. 31, 2017. The Company had an accumulated deficit of $11.82 million at Dec. 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern. BURKHALTER RIGGING: U.S. Trustee Forms 5-Member Committee --------------------------------------------------------- Henry HOBBS Jr., acting U.S. trustee, on Feb. 19 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Burkhalter Rigging Inc. and its affiliates. The committee members are: (1) Tortorigi Transport, LLC Attention: Joseph Tortorigi P.O. Box 96 Trussville, AL 35176 Phone: (205) 438 -7300 (2) Marmac, LLC d/b/a McDonough Marine Services Attention: Rebecca Cooper 3500 N. Causeway, Suite 900 Metairie, LA 70002 Phone: (504) 780-8100 (3) Fagioli, Inc. Attention: Edoardo Ascione 21310 Highway 6 Manvel, TX 77578 Phone: (281) 997-3434 (4) Trinity Logistics, Inc. Attention: Doug Potvin 50 Fallon Ave. Seaford, DE 19973 Phone: (302) 253-3939 (5) Capital City Group Attention: Brian Gibson 2299 Performance Way Columbus, OH 43207 Phone: (614) 545-9930) Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Burkhalter Rigging Inc. Burkhalter -- http://www.burkhalter.net-- provides complete solutions in engineered heavy lifting, rigging, and transport for petrochemical, power, civil, and marine industries around the world. It has locations in Columbus, Mississippi, and Houston, Texas, and sales offices located throughout the United States. Burkhalter Rigging, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-30495) on January 31, 2019. At the time of the filing, Burkhalter Rigging had estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case has been assigned to Judge Marvin Isgur. Foley & Lardner, LLP is the Debtors' legal counsel. CAMBER ENERGY: All Nine Proposals Approved at Annual Meeting ------------------------------------------------------------ Camber Energy, Inc. held its 2019 Annual Meeting of Stockholders on Feb. 19, 2019. At the Meeting, an aggregate of 4,612,306 shares of voting stock, or 68.1% of the Company's 6,771,586 total outstanding voting shares as of Dec. 31, 2018, the record date for the Meeting, were present at or were voted at the Meeting, constituting a quorum. The Company's stockholders: (1) elected Robert Schleizer, Fred Zeidman, and James G. Miller as directors, each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal; (2) approved an amendment to the Company's Articles of Incorporation to increase the number of its authorized shares of common stock from 20,000,000 to 250,000,000; (3) authorized the Board to effect a reverse stock split of the Company's outstanding common stock in a ratio of between one-for-five and one-for-twenty-five, in their sole discretion, without further stockholder approval, by amending the Company's Articles of Incorporation, at any time prior to the earlier of (a) the one year anniversary of this annual meeting; and (b) the date of its 2020 annual meeting of stockholders, provided that all fractional shares as a result of the split will be automatically rounded up to the next whole share; (4) approved the issuance of such number of shares of common stock exceeding 19.99% of the Company's outstanding common stock, issuable upon conversion of the 369 shares of Series C Redeemable Convertible Preferred Stock, including shares issuable for dividends and conversion premiums thereon sold pursuant to that certain Stock Purchase Agreement entered into with an institutional investor on Oct. 29, 2018, and to approve the terms of such October 2018 Stock Purchase Agreement; (5) approved the issuance of such number of shares of common stock exceeding 19.99% of the Company's outstanding common stock, issuable upon conversion of the 2,941 shares of Series C Preferred Stock, including shares issuable for dividends and conversion premiums thereon sold and which may be sold, pursuant to that certain Stock Purchase Agreement entered into with an institutional investor on Nov. 23, 2018 (and amended on Dec. 3, 2018), and to approve the terms of such Stock Purchase Agreement; (6) ratified an amendment to the Company's Amended and Restated 2014 Stock Incentive Plan to increase the number of shares of common stock available under the 2014 Plan from 1,600 to 2,500,000 shares; (7) ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2019; (8) approved the issuance of up to 40,000 shares of common stock upon the exercise of warrants to purchase 40,000 shares of common stock granted to the Company's former CEO as part of a Separation and Release Agreement; and (9) considered and voted upon a Proposal to authorize the Company's Board, in its discretion, to adjourn the annual meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the Proposals listed above at the time of the Annual Meeting. Although Mr. Louis G. Schott, the Company's interim chief executive officer, was originally a director nominee, on Feb. 15, 2019, Mr. Schott withdrew his name as a nominee for appointment to the Board of Directors at the Meeting. As a result, any votes cast for Mr. Schott were disregarded. The Company does not plan to immediately move forward with the filing of the Amendment and has no current plans to affect a Reverse Stock Split. When the Company moves forward with the filing of the Amendment and if it moves forward with a Reverse Stock Split, the Company will file a Current Report on Form 8-K to announce such actions. About Camber Energy Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American: CEI) -- http://www.camber.energy/-- is an independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the Texas Panhandle. Camber Energy is engaged in the acquisition, development and sale of crude oil, natural gas and natural gas liquids from various known productive geological formations, including from the Hunton formation in Lincoln, Logan, Payne and Okfuskee Counties, in central Oklahoma; the Cline shale and upper Wolfberry shale in Glasscock County, Texas; and Hutchinson County, Texas, in connection with its Panhandle acquisition which closed in March 2018. Camber Energy reported a net loss of $24.77 million for the year ended March 31, 2018, compared to a net loss of $89.12 million for the year ended March 31, 2017. As of Dec. 31, 2018, Camber Energy had $10.10 million in total assets, $2.48 million in total liabilities, and $7.62 million in total stockholders' equity. GBH CPAs, PC's audit opinion included in the company's Annual Report on Form 10-K for the year ended March 31, 2018 contains a going concern explanatory paragraph stating that the Company has incurred significant losses from operations and had a working capital deficit as of March 31, 2018. These factors raise substantial doubt about the Company's ability to continue as a going concern. CHARLESTON HOTEL: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 cases of Charleston Hotel VI, LLC and Charleston Hotel VII, LLC as of Feb. 20, according to a court docket. About Charleston Hotel Charleston Hotel VI, LLC, and Charleston Hotel VII, LLC, are privately held companies that operate in the traveler accommodation industry. On Jan. 23, 2019, Charleston Hotel VI and Charleston Hotel VII sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case Nos. 19-20025 and 19-20026). At the time of the filing, the Debtors estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The cases are assigned to Judge Frank W. Volk. Supple Law Office, PLLC serves as the Debtors' counsel. COMMUNITY HEALTH: Amends 2007 Credit Agrement with Credit Suisse ---------------------------------------------------------------- Community Health Systems, Inc. and its wholly-owned subsidiary, CHS/Community Health Systems, Inc. (the "Borrower") on Feb. 15, 2019, entered into Amendment No. 1, among the Company, the Borrower, the subsidiary guarantors, the lenders, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, to the Credit Agreement dated as of July 25, 2007, as amended and restated as of Nov. 5, 2010, Feb. 2, 2012, Jan. 27, 2014 and March 23, 2018 among the Company, the Borrower, the subsidiaries of the Borrower party thereto, the lenders, and the Agent. The Credit Agreement was amended by the Agreement, with requisite covenant lender approval, to amend the first lien net debt to EBITDA ratio financial covenant and to reduce the extended revolving credit commitments to $385 million. The amended financial covenant provides for a maximum first lien net debt to EBITDA ratio of 5.00 to 1.0 from July 1, 2018 through Dec. 31, 2018, 5.25 to 1.0 from Jan. 1, 2019 through Dec. 31, 2019, 5.00 to 1.00 from Jan. 1, 2020 through June 30, 2020, 4.50 to 1.00 from July 1, 2020 through Sept. 30, 2020, and 4.25 to 1.0 thereafter. In addition, the Borrower agreed pursuant to the Agreement to further restrict its ability to make restricted payments. The revolving credit commitments will terminate on Jan. 27, 2021. The Credit Agreement includes a 91 day springing maturity date applicable if more than $250 million in the aggregate principal amount of the Borrower's 8% senior notes due 2019, 7.125% senior notes due 2020, Term H Loans due 2021 or refinancings thereof are scheduled to mature or similarly become due within 91 days of such date. A full-text copy of the Amended Credit Agreement is available for free at: https://is.gd/FY4A2Q About Community Health Community Health -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 115 affiliated hospitals in 20 states with an aggregate of approximately 19,000 licensed beds. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." Community Health reported a net loss of $2.39 billion for the year ended Dec. 31, 2017, compared to a net loss of $1.62 billion for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Community Health had $16.46 billion in total assets, $17.10 billion in total liabilities, $495 million in redeemable non-controlling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.13 billion. * * * As reported by the TCR on July 2, 2018, S&P Global Ratings raised its corporate credit rating on Franklin, Tenn.-based hospital operator Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The upgrade of Community to 'CCC+' reflects the company's longer-dated debt maturity schedule, and our view that its efforts to rationalize its hospital portfolio as well as improve financial performance and cash flow should strengthen credit measures over the next 12 to 18 months." In May 2018, Fitch Ratings downgraded Community Health Systems' (CHS) Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement of an offer to exchange three series of senior unsecured notes due 2019, 2020 and 2022. COMMUNITY HEALTH: Incurs $788 Million Net Loss in 2018 ------------------------------------------------------ Community Health Systems, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to the Company's stockholders of $788 million on $14.15 billion of net operating revenues for the year ended Dec. 31, 2018, compared to a net loss attributable to the Company's stockholders of $2.45 billion on $15.35 billion of net operating revenues for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Community Health had $15.85 billion in total assets, $16.81 billion in total liabilities, $504 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.46 billion. As of Dec. 31, 2018, the Company had approximately $10.7 billion aggregate principal amount of senior secured indebtedness outstanding, and approximately $2.9 billion of senior unsecured indebtedness outstanding. The Company's substantial leverage could have important consequences, including the following: * it may limit its ability to refinance existing indebtedness or obtain additional debt or equity financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; * a substantial portion of its cash flows from operations will be dedicated to the payment of principal and interest on its indebtedness and will not be available for other purposes, including to fund its operations, capital expenditures, financial obligations and future business opportunities; * some of its borrowings, including borrowings under its credit facilities, accrue interest at variable rates, exposing it to the risk of increased interest rates; * it may limit its ability to make strategic acquisitions or cause it to make nonstrategic divestitures; * it may limit its ability to adjust to changing market conditions and place it at a competitive disadvantage compared to its competitors that are less highly leveraged; and * it may increase its vulnerability in connection with adverse changes in general economic, industry or competitive conditions or government regulations or other adverse developments. "We may not be able to generate sufficient cash to service all of our indebtedness, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. "Our ability to make scheduled payments on or to refinance our indebtedness depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to financial, business, regulatory and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. "In addition, we are a holding company with no direct operations. Our principal assets are the equity interests we hold in our operating subsidiaries. As a result, we are dependent upon dividends and other payments from our subsidiaries to generate the funds necessary to meet our outstanding debt service and other obligations. Our subsidiaries may not generate sufficient cash from operations to enable us to make principal and interest payments on our indebtedness. In addition, any payments of dividends, distributions, loans or advances to us by our subsidiaries could be subject to legal and contractual restrictions," the Company stated in the SEC filing. "If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, including covenants in our credit facilities and the indentures governing our outstanding notes, we could be in default under the terms of the agreements governing such indebtedness. In the event of any default, the holders of such indebtedness could elect to declare all the funds borrowed to be immediately due and payable, together with accrued and unpaid interest; the lenders under our credit facilities could elect to terminate their commitments thereunder, cease making further loans and direct the applicable collateral agents to institute foreclosure proceedings against our assets; and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our credit facilities to avoid being in default. If we breach our covenants under our credit facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our credit facilities, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation," the Company added. A full-text copy of the Form 10-K is available for free at: https://is.gd/Iz6dai About Community Health Community Health -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 115 affiliated hospitals in 20 states with an aggregate of approximately 19,000 licensed beds. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." * * * As reported by the TCR on July 2, 2018, S&P Global Ratings raised its corporate credit rating on Franklin, Tenn.-based hospital operator Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The upgrade of Community to 'CCC+' reflects the company's longer-dated debt maturity schedule, and our view that its efforts to rationalize its hospital portfolio as well as improve financial performance and cash flow should strengthen credit measures over the next 12 to 18 months." In May 2018, Fitch Ratings downgraded Community Health Systems' (CHS) Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement of an offer to exchange three series of senior unsecured notes due 2019, 2020 and 2022. COMMUNITY HEALTH: Reports $328 Million Net Loss for Fourth Quarter ------------------------------------------------------------------ Community Health Systems, Inc., announced financial and operating results for the three months and year ended Dec. 31, 2018. The following highlights the financial and operating results for the three months ended Dec. 31, 2018. * Net operating revenues totaled $3.453 billion. * Net loss attributable to Community Health Systems, Inc. common stockholders was $(328) million, or $(2.91) per share (diluted), compared with net loss of $(2.013) billion, or $(17.98) per share (diluted), for the same period in 2017. Excluding the adjusting items, net loss attributable to Community Health Systems, Inc. common stockholders was $(0.42) per share (diluted), compared with $(0.28) per share (diluted) for the same period in 2017. * Adjusted EBITDA was $419 million, an increase compared with the same period in 2017. * Net cash used in operating activities was $165 million, which included $266 million paid for the HMA legal settlement during the quarter, compared with net cash provided by operating activities of $156 million for the same period in 2017. * On a same-store basis, admissions decreased 0.5 percent and adjusted admissions increased 0.1 percent, compared with the same period in 2017. Net operating revenues for the three months ended Dec. 31, 2018, totaled $3.453 billion, a 12.9 percent increase, compared with $3.059 billion for the same period in 2017. Net loss attributable to Community Health Systems, Inc. common stockholders was $(328) million, or $(2.91) per share (diluted), for the three months ended Dec. 31, 2018, compared with $(2.013) billion, or $(17.98) per share (diluted), for the same period in 2017. Excluding the adjusting items, net loss attributable to Community Health Systems, Inc. common stockholders was $(0.42) per share (diluted), for the three months ended Dec. 31, 2018, compared with $(0.28) per share (diluted) for the same period in 2017. Weighted-average shares outstanding (diluted) were 113 million for the three months ended Dec. 31, 2018, and 112 million for the three months ended Dec. 31, 2017. Adjusted EBITDA for the three months ended Dec. 31, 2018, was $419 million compared with $409 million for the same period in 2017, representing a 2.4 percent increase. The consolidated operating results for the three months ended Dec. 31, 2018, reflect a 9.7 percent decrease in total admissions, and a 9.8 percent decrease in total adjusted admissions, compared with the same period in 2017. On a same-store basis, admissions decreased 0.5 percent and adjusted admissions increased 0.1 percent for the three months ended Dec. 31, 2018, compared with the same period in 2017. On a same-store basis, net operating revenues increased 1.9 percent for the three months ended Dec. 31, 2018, compared with the same period in 2017. Net operating revenues for the year ended Dec. 31, 2018, totaled $14.155 billion, a 7.8 percent decrease, compared with $15.353 billion for the same period in 2017. Net loss attributable to Community Health Systems, Inc. common stockholders was $(788) million, or $(6.99) per share (diluted), for the year ended Dec. 31, 2018, compared with $(2.459) billion, or $(22.00) per share (diluted), for the same period in 2017. Excluding the adjusting items, net loss attributable to Community Health Systems, Inc. common stockholders was $(1.94) per share (diluted) for the year ended Dec. 31, 2018, compared with net loss of $(1.26) per share (diluted) for the same period in 2017. Weighted-average shares outstanding (diluted) were 113 million for the year ended Dec. 31, 2018, and 112 million for the year ended Dec. 31, 2017. Adjusted EBITDA for the year ended Dec. 31, 2018, was $1.642 billion compared with $1.703 billion for the same period in 2017, representing a 3.6 percent decrease. The consolidated operating results for the year ended Dec. 31, 2018, reflect a 15.0 percent decrease in total admissions, and a 15.3 percent decrease in total adjusted admissions, compared with the same period in 2017. On a same-store basis, admissions decreased 1.3 percent and adjusted admissions decreased 0.4 percent for the year ended Dec. 31, 2018, compared with the same period in 2017. On a same-store basis, net operating revenues increased 2.8 percent for the year ended Dec. 31, 2018, compared with the same period in 2017. Commenting on the results, Wayne T. Smith, chairman and chief executive officer of Community Health Systems, Inc., said, "Our fourth quarter marked a strong finish to the year. During 2018, our market leaders made significant progress across areas such as our patient safety and connectivity, competitive position in core markets, and operational efficiency. These strategic investments and our solid execution drove enhanced same store performance during 2018. In 2019, we believe that we have a number of opportunities to further leverage these strategic initiatives to drive incremental growth, and achieve additional progress as we further strengthen our core portfolio and reduce our debt." On Feb. 15, 2019, the Company amended its Credit Facility, with requisite covenant lender approval, to amend the first lien net debt to EBITDA ratio financial covenant and to reduce the extended revolving credit commitments to $385 million. In addition, the Company agreed pursuant to the amendment to further restrict its ability to make restricted payments. The Company completed 11 hospital divestitures during 2018 and has completed three additional hospital divestitures to date in 2019. In addition, the Company has entered into definitive agreements to sell four additional hospitals, which divestitures have not yet been completed. The Company also permanently closed three hospitals in 2018. The Company intends to continue its portfolio rationalization strategy in 2019 and is pursuing additional interests for sale transactions, which are currently in various stages of negotiation with potential buyers. There can be no assurance that these potential divestitures (or the potential divestitures currently subject to definitive agreements) will be completed, or if they are completed, the ultimate timing of the completion of these divestitures. The Company continues to receive interest from potential acquirers for certain of its hospitals. On Sept. 25, 2018, the Company issued a press release to announce a global resolution and settlement agreements ending the U.S. Department of Justice investigation into certain conduct of Health Management Associates, Inc. and its affiliated entities and settling qui tam lawsuits that were initiated and pending, and known to the Company, before the Company's acquisition by merger of HMA in 2014. The Company previously recorded an estimated liability at fair value of the remaining underlying claims that are covered by the CVR agreement as part of the acquisition accounting for HMA. Under this settlement, the Company made payments totaling $266 million, including interest, in the fourth quarter of 2018. In addition, certain components of the settlement payment are not deductible for income taxes because of recent changes to the U.S. tax code from the Tax Cuts and Jobs Act enacted in December 2017, which resulted in approximately $34 million in deferred tax expense during 2018 related to the previously recorded deferred tax assets. After giving effect to this settlement, as previously disclosed, no amount was payable by the Company under the CVR agreement, and the CVRs have been removed from listing with Nasdaq and deregistered with the Securities and Exchange Commission. Financial and statistical data for 2018 and 2017 presented in this press release includes the operating results of divested hospitals through the effective closing date of each respective divestiture. Same-store operating results exclude the results of the hospitals divested or closed in 2018 and 2017, and is adjusted to exclude the impact of the change in estimate related to net patient revenue recorded during the three months ended Dec. 31, 2017. About Community Health Community Health -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 115 affiliated hospitals in 20 states with an aggregate of approximately 19,000 licensed beds. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." Community Health reported a net loss of $2.39 billion for the year ended Dec. 31, 2017, compared to a net loss of $1.62 billion for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Community Health had $16.46 billion in total assets, $17.10 billion in total liabilities, $495 million in redeemable non-controlling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.13 billion. * * * As reported by the TCR on July 2, 2018, S&P Global Ratings raised its corporate credit rating on Franklin, Tenn.-based hospital operator Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The upgrade of Community to 'CCC+' reflects the company's longer-dated debt maturity schedule, and our view that its efforts to rationalize its hospital portfolio as well as improve financial performance and cash flow should strengthen credit measures over the next 12 to 18 months." In May 2018, Fitch Ratings downgraded Community Health Systems' (CHS) Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement of an offer to exchange three series of senior unsecured notes due 2019, 2020 and 2022. DAN MAZZOLA: Exclusive Plan Filing Period Extended Until April 19 ----------------------------------------------------------------- Judge Alan Koschik of the U.S. Bankruptcy Court for the Northern District of Ohio extended the period during which Dan Mazzola, Inc. has the exclusive right to file a Chapter 11 plan through April 19, and to solicit acceptances for the plan through June 18. The company had said it will wait for the bankruptcy court's decision on the motion filed by Rockne's, Inc. to dismiss its Chapter 11 case before it proposes a reorganization plan. In its motion filed in October last year, Rockne's made an allegation concerning the termination of a franchise agreement prior to the filing of Dan Mazzola's bankruptcy case. About Dan Mazzola Dan Mazzola, Inc., is a corporation located in Stow, Ohio. It operates the last independently owned and operated Rockne's restaurant location. Dan Mazzola filed a voluntary Chapter 11 petition (Bankr. N.D. Ohio Case No. 18-52271) on Sept. 21, 2018. In the petition signed by Daniel Mazzola, president, the Debtor estimated under $100,000 in assets and liabilities under $1 million. Peter G. Tsarnas, Esq., at Goldman & Rosen, Ltd., serves as the Debtor's counsel. No official committee of unsecured creditors has been appointed. DELMAR PHARMA: Substantial Doubt Exists as a Going Concern ---------------------------------------------------------- DelMar Pharmaceuticals, Inc., disclosed that there are circumstances indicating that substantial doubt exists about the Company's ability to continue as a going concern, according to Saiid Zarrabian, chief executive officer, and Scott Praill, chief financial officer of the company in the Form 10-Q filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2018. The Company had a net and comprehensive loss of $1,809,697 on $0 of revenue for the three months ended Dec. 31, 2018, compared to a net and comprehensive loss of $3,161,598 on $0 of revenue for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $4,037,552, total liabilities of $1,268,288, and $2,769,264 in total stockholders' equity. Messrs. Zarrabian and Praill states, "For the six months ended December 31, 2018, the Company reported a loss of $3,801,501, and a negative cash flow from operations of $3,049,876. The Company had an accumulated deficit of $56,299,291 as of December 31, 2018. As of December 31, 2018, the Company had cash and cash equivalents on hand of $3,702,902. The Company is in the development stage and has not generated any revenues to date. The Company does not have the prospect of achieving revenues until such time that its product candidate is commercialized, or partnered, which may not ever occur. In the near future, the Company will require additional funding to maintain its clinical trials, research and development projects, and for general operations. These circumstances indicate substantial doubt exists about the Company's ability to continue as a going concern. "Consequently, management is pursuing various financing alternatives to fund the Company's operations so it can continue as a going concern. Management plans to secure the necessary financing through the issue of new equity and/or the entering into of strategic partnership arrangements. The Company may tailor its drug candidate development program based on the amount of funding the Company is able to raise in the future. Nevertheless, there is no assurance that these initiatives will be successful." A copy of the Form 10-Q is available at: https://is.gd/Lqko7T DelMar Pharmaceuticals, Inc., a clinical stage drug development company, focuses on developing and commercializing anti-cancer therapies to treat cancer patients who have failed to respond to modern therapy. Its product candidate includes VAL-083, a DNA-targeting agent, which is in Phase II clinical study for the treatment of glioblastoma multiforme (GBM), as well as other solid tumors, including ovarian cancer. The Company has a strategic collaboration with Guangxi Wuzhou Pharmaceutical (Group) Co. Ltd. to manufacture and sell VAL-083 in China; and Duke University to evaluate VAL-083 as a front-line treatment for newly diagnosed patients with GBM. DelMar Pharmaceuticals, Inc. was founded in 2009 and is headquartered in Vancouver, Canada. DESTINY PETROLEUM: Hires Phillips Murrah as Attorney ---------------------------------------------------- Destiny Petroleum LLC seeks authority from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Phillips Murrah P.C., as attorney to the Debtor. Destiny Petroleum requires Phillips Murrah to: (a) render legal advice regarding the powers and duties of the Debtor that continue to operate their business as debtor in possession; (b) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; (c) prepare on behalf of the Debtor, as a debtor in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's estate and appear on the Debtor's behalf at all hearings regarding the Debtor's case; (d) negotiate, prepare, and file a plan of reorganization and related disclosure statements and all related documents, and otherwise promote the financial rehabilitation of the Debtor; and (e) perform all other necessary legal services in connection with the prosecution of the Chapter 11 case. Phillips Murrah will be paid at these hourly rates: Attorneys $360 Paralegals $120 Phillips Murrah currently holds a retainer of $1,095 to secure payment of its postpetition fees and expenses. Phillips Murrah will also be reimbursed for reasonable out-of-pocket expenses incurred. Clayton D. Ketter, a partner at Phillips Murrah P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Phillips Murrah can be reached at: Clayton D. Ketter, Esq. PHILLIPS MURRAH P.C., 101 North Robinson Avenue, 13th Floor Oklahoma City, OK 73102 Tel: (405) 235-4100 Fax: (405) 235-4133 E-mail: cdketter@phillipsmurrah.com About Destiny Petroleum Destiny Petroleum -- https://destinypetro.com/ -- is an independent oil and gas exploration and development company headquartered in Edmond, Oklahoma, and operating in Mississippi Lime sweet spots across Southern Kansas and Northern Oklahoma. Established and founded in 2015, Destiny Petroleum was incorporated and began land acquisition, technical subsurface studies and field development activities in early 2016. Destiny Petroleum LLC, based in Oklahoma City, OK, filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 19-10412) on Feb. 6, 2019. In the petition signed by CEO Emad Elrafie, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Sarah A. Hall oversees the case. Clayton D. Ketter, Esq., at Phillips Murrah P.C., serves as bankruptcy counsel. DIVERSE LABEL: Disagreement Over Sales Price Delays Plan Filing --------------------------------------------------------------- Diverse Label Printing, LLC asked the U.S. Bankruptcy Court for the Middle District of North Carolina to extend the period during which it has the exclusive right to file a Chapter 11 plan through April 19, and to solicit acceptances for the plan through June 18. The company's current exclusive filing period expired on Feb. 18. The extension, if granted by the court, would give the company more time to address the issue concerning the final purchase price for the assets it sold to RTU, Inc. Diverse Label closed on the sale in December last year. On Feb. 13, RTU informed the company that it intended to send a notice of disagreement regarding the company's calculation of the final purchase price. Pursuant to the sale agreement, Diverse Label has 30 days after receipt of the notice to settle any dispute. "The debtor will be better able to provide adequate information for its disclosure statement and formulate a feasible plan after the debtor has more information regarding the purchaser's contentions regarding the final purchase price," said the company's attorney John Northen, Esq., at Northen Blue, LLP. About Diverse Label Printing Diverse Label Printing, LLC, a company in Burlington, North Carolina, specializes in producing labels for food, food processing, supermarket, consumer goods, and other uses. Diverse Label sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 18-10792) on July 23, 2018. In the petition signed by CEO Ed Bidanset, the Debtor disclosed $15,750,989 in assets and $10,499,186 in liabilities. Judge Catharine R. Aron oversees the case. The Debtor tapped Northen Blue, LLP as its legal counsel, and Nelson & Company, PA as its accountant. DOUBLE JUMP: Seeks to Hire Clark Hill as Bankruptcy Counsel ----------------------------------------------------------- Double Jump, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Clark Hill, PLC, as bankruptcy counsel to the Debtors. Double Jump requires Clark Hill to provide general bankruptcy and restructuring services for the Debtors in the Chapter 11 Cases. Clark Hill, in conjunction with Skadden Arps Slate Meagher & Flom, LLP, will communicate closely to ensure that the legal services provided to the Debtors by each firm and the other professionals retained by the Debtors are not unnecessarily duplicative and meet the scope of services for which the Debtors seek their retention. Skadden will be principally responsible for debtor in possession financing, tax matters, including litigation with the United States,, and negotiation and preparation of the chapter 11 plans and disclosure statements. Clark Hill will be paid at these hourly rates: Attorneys $235 to $995 Paralegals $140 to $235 Prior to filing the petitions for the Company, Clark Hill drew down an additional $20,000, leaving a retainer on hand of $205,000 in Clark Hill's client trust account as of the date of the bankruptcy filing. Clark Hill will also be reimbursed for reasonable out-of-pocket expenses incurred. Candace C. Carlyon, partner of Clark Hill, PLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Clark Hill can be reached at: Candace C. Carlyon, Esq. Tracy M. O'Steen, Esq. CLARK HILL PLC 3800 Howard Hughes Parkway, Suite 500 Las Vegas, NV 89169 Tel: (702) 862-8300 Fax: (702) 862-8400 E-mail: CCarlyon@ClarkHill.com E-mail: TOSteen@ClarkHill.com About Double Jump, Inc. DC Solar Solutions, Inc., DC Solar Distribution, Inc., and DC Solar Freedom, Inc., have become the largest manufacturer of mobile solar generators over the last decade. DC Solar designs, manufactures, and distributes mobile solar generators, mobile solar electric vehicle chargers, mobile solar light towers, and mobile solar power stations to private enterprises, municipalities, and universities. DC Solar was founded in 2009, and today has deployed its units across the United States. Holding company Double Jump, Inc., holds 100% of the stock in DC Solar Solutions and DC Solar Distribution. On Dec. 18, 2018, the federal government seized funds from and froze all bank accounts associated with the DC Solar companies, allegedly in connection with a purported "investment fraud" by the company. On Jan. 30, 2019, Double Jump, and six limited liability companies which primarily hold real estate -- Dog Blue Properties, LLC; Dora Dog Properties LLC; Brandy Boy Properties, LLC; 475 Channel Road, LLC; 140 Mason Circle LLC; and Park Road LLC -- sought Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 19-50102 to 19-50109). On Feb. 3, 2019, DC Solar Solutions and DC Solar Distribution commenced Chapter 11 cases (Case Nos. 19-50130 to 19-50131). The petitions were signed by president and CEO Daniel S. Briggs. The Debtors sought an order jointly administering the Chapter 11 cases for procedural purposes under the case of Double Jump, Inc., Case No. 19-50102. DC Solar Solutions estimated $1 billion to $10 billion in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Debtors tapped CLARK HILL PLLC as bankruptcy counsel; SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP as special counsel; and GLASSRATNER ADVISORY & CAPITAL GROUP, LLC, as financial advisor. DPW HOLDINGS: Issues to Investor $433,884 New Promissory Note ------------------------------------------------------------- DPW Holdings, Inc., entered into an exchange agreement with a certain institutional investor on Feb. 20, 2019, pursuant to which the Company issued to the Investor a new promissory note in the principal amount of $433,884 in exchange for the Secured Promissory Note issued by the Company to the Investor on Aug. 16, 2018 as amended on Nov. 29, 2018, subject to the approval by the NYSE American of the issuance of the Common Stock or its equivalents contemplated by the Exchange Agreement. Pursuant to the Exchange Agreement, the Investor may elect to 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). Any Common Stock issued to the Investor in accordance therewith shall reduce the outstanding sums due under the New Note, 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 Note, the Company shall owe the difference to the Investor in cash or through the delivery of free trading shares of Common Stock. Description of Promissory Note The New Note has a principal face amount of $433,884 and bears interest at 8% per annum. The New Note contains standard and customary events of default including, but not limited to, failure to make payments when due under the New Note, failure to comply with certain covenants contained in the 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 the New Note) that results in the eventual acceleration of the 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. 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. EMMANUEL HEALTH: Hires Filis Law as Special Counsel --------------------------------------------------- Emmanuel Health Home Care, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ The Filis Law Firm, PC, as special litigation counsel to the Debtor. Emmanuel Health requires Filis Law to represent the Debtor in the case captioned as Seamster v. Emmanuel Health Homecare, Inc., Case No. 2016-30113. Filis Law will be paid at these hourly rates: Attorneys $250 Paralegals $85 Filis Law will be paid a retainer in the amount of $500. Filis Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Leona E. Filis, partner of The Filis Law Firm, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Filis Law can be reached at: Leona E. Filis, Esq. THE FILIS LAW FIRM, PC 5600 NW Central Drive, Suite 202 Houston, TX 77092 Tel: (713) 462-1777 Fax: (713) 222-8323 E-mail: leona@filislaw.com About Emmanuel Health Home Care Emmanuel Health Homecare, Inc., is a home health care services provider in Houston, Texas. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Emmanuel Health Homecare filed a voluntary petition for relief under Chapter 11 of the Bankruptcy (Bankr. S.D. Tex. Case No. 18-32635) on May 21, 2018. In the petition signed by Joyce Jones, R.N., CEO, the Debtor disclosed $161,200 in total assets and $1.30 million in total liabilities. Margaret Maxwell McClure, Esq., at the Law Office of Margaret M. McClure, is the Debtor's counsel; and In-Check Consulting, Payroll & Tax Service as its accountant. Filis Law Firm, PC, is the special litigation counsel. F.M.C. MARKET: $250K Sale of Elmsford Property to AMF Approved -------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized F.M.C. Market, Inc., doing business as Frank's Food Court, to sell its interest in the real property known as 175 349 Tarrytown Road, Elmsford, New York, and the related personal property used its business operations, to AMF Group, Inc., for $250,000. The Purchaser was the only party who submitted a qualified bid for the Business Property. The hearing on the Sale Motion was held on Jan. 31, 2019. The Purchaser is authorized and directed to close on the Contract within five business days following the entry of the Order. The Purchaser is directed to pay to the Debtor's counsel, as escrow agent, the total cash sum of $225,000, representing the balance of the purchase price and adjustment for the security deposit due at the closing of the Contract (acknowledging that $25,000 down payment has already been remitted to the Debtor's counsel in escrow by the Purchaser; cumulatively). The sale is free and clear of all Liens and Claims, with all such Liens and Claims to attach to the proceeds of the Sale. The Debtor, or its counsel, will be permitted pay at closing under the Contract any required transfer taxes, adjustments or ordinary costs associated with a sale of assets and the balance of the Purchase Price will be held in escrow by Rattet PLLC as escrow agent, pending further order of the Court. Ten days after the closing of the Sale, the Debtor or its counsel will file a closing statement certifying the closing of the Sale and all payments made for the Business Assets. In the event that the Purchaser fails to close on the Sale in accordance with the foregoing, any down payment or deposit made by the Purchaser will be forfeited to the Debtor, and the Purchaser waives any and all rights to object to or otherwise seek recovery of said forfeited deposit. The Sale by the Debtor is deemed made without any representations or warranties of any kind other than any representations or warranties provided under the Contract, the record of the hearing or as otherwise set forth in the Order. The 14-day stays of the Order under Fed. R. Bankr. P. 6004(h) and 6006(d) are waived, for cause, and the Order is effective immediately upon its entry. About F.M.C. Market, Inc., d/b/a Frank's Food Court F.M.C. Market, Inc., based in Elmsford, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 15-22885) on June 22, 2015. In its petition signed by President Frank Canfolone, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Arlene Gordon-Oliver, Esq., at Arlene Gordon-Oliver & Associates, PLLC, originally served as bankruptcy counsel. Rattet PLLC was later hired by the Debtor as replacement after Arlene Gordon-Oliver, Esq., took office as a family court judge. FLUX POWER: Needs Additional Capital to Continue as Going Concern ----------------------------------------------------------------- Flux Power Holdings, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $2,924,000 on $2,711,000 of net revenue for the three months ended Dec. 31, 2018, compared to a net loss of $1,840,000 on $1,201,000 of net revenue for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $6,166,000, total liabilities of $4,531,000, and $1,635,000 in total stockholders' equity. The Company has incurred an accumulated deficit of $31,987,000 through December 31, 2018 and had a net loss of $2,924,000 and $5,325,000 for the three and six month ended December 31, 2018, respectively. Flux Power states, "To date, our revenues and operating cash flows have not been sufficient to sustain our operations and we have relied on debt and equity financing to fund our operations. These factors raise substantial doubt about our ability to continue as a going concern for the twelve months following the filing date of our Quarterly Report on Form 10-Q, February 13, 2019. Our ability to continue as a going concern is dependent upon our ability to raise additional capital on a timely basis until such time as revenues and related cash flows are sufficient to fund our operations." A copy of the Form 10-Q is available at: https://is.gd/96luFA Headquartered in Vista, Calif., Flux Power Holdings, Inc., designs, develops and sells rechargeable advanced lithium-ion batteries for industrial uses, including UL 2771 Listed lithium-ion LiFT Pack forklift batteries. The Company offers a high power battery cell management system (BMS). FRANK ORION HAYMAN: $210K Sale of Boat Slip to Nichelson Approved ----------------------------------------------------------------- Judge Jerry C. Oldshue Jr. of the U.S. Bankruptcy Court for the Northern District of Florida authorized Frank Orion Hayman and Marcene Faye Kreifels-Hayman to sell their boat slip A-4 East Pass Towers Marina to Randy J. Nichelson for $210,000 upon the terms set forth in the Purchase and Sale Agreement. The closing agent is directed to pay, at closing, all outstanding assessments and related fees and expenses owing to East Pass Towers Marina Association, Inc., totaling the estimated amount of $11,877. The remaining funds after payment of the assessments set forth will be made payable to the trust account of the Debtors' counsel's law firm, Wilson Harrell Farrington Ford Wilson Spain & Parsons, P.A. From the remaining proceeds, the Debtors' counsel, will disburse the proceeds in accordance with paragraphs 2.7 and 4.2 of the confirmed chapter 11 plan, as set forth in the Debtors' motion, including payment of interest to unsecured creditors at the rate of 4.5% per annum from the effective date of the plan through the date the payments are made. After payment of the amounts set forth, the Debtors are authorized to use the remaining funds to pay the balance due on the administrative attorney fees claim of their attorney in the amount of $13,910 and to cure a post-confirmation default on the mortgage on their principal residence. Attorney, J. Steven Ford, is directed to serve a copy of the Order on all parties appearing on the Debtors' mailing matrix and file a proof of service within three days of entry of the Order. Frank Orion Hayman and Marcene Faye Kreifels-Hayman filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 15-30605) on June 4, 2015. FROM DUSK: $250K Private Sale of Irvington Property to Crowell OK'd ------------------------------------------------------------------- Judge John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey authorized From Dusk Til Dawn, LLC's private sale of interest in the real property located at 1137-1145 Stuyvesant Avenue, Irvington, New Jersey, also known as Block 359, Lots 5 & 6, to Wayne Crowell for $250,000. The sale is free and clear of all liens and encumbrances, with liens to attach to the proceeds of the sale. The closing on the sale of the Property will be conducted within 15 days of entry of the within Order unless the parties agree, in writing, to an alternate closing date. At closing, US Bank's tax sale certificate no. 17-01423 will be redeemed through the Irvington Tax Collector's office in the manner provided for in N.J.S.A. 54:5-l et seq., which funds will be paid at Closing by way of contribution to the Debtor by its principal Brandon Zaleski. PNC will receive at Closing the fixed sum of $250,000 from the sale of the Property with no deduction for closing costs, taxes or any other items, in full satisfaction of the PNC Claim. Upon its receipt of the PNC Funds, PNC will release individuals Brandon Zaleski and Vincent M. Marmo from their individual personal guarantees, and satisfy PNC's judgment against Vincent M. Marmo, on and in connection with the PNC Claim. Further, upon its receipt of the PNC Funds, PNC, Brandon Zaleski and Vincent M. Manno will mutual release one another from any and all liability and/or causes of action, known or unknown, related to and/or in connection with the PNC Claim. About From Dusk Til Dawn From Dusk Til Dawn LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns two properties in Irvington, New Jersey valued by the Company at $200,000. From Dusk Til Dawn LLC filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 18-26927) on Aug. 23, 2018. In the petition signed by Brandon Zaleski, managing member, the Debtor disclosed $209,234 in total assets and $1,042,723 in total liabilities as of the bankruptcy filing. Judge John K. Sherwood oversees the case. MARK GERTNER, P.C., led by founder Mark Gertner, is the Debtor's counsel. FUSE ENTERPRISES: Accumulated Deficit Casts Going Concern Doubt --------------------------------------------------------------- Fuse Enterprises Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $62,330 on $516,000 of revenue for the three months ended Dec. 31, 2018, compared to a net loss of $239,389 on $0 of revenue for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $1,122,220, total liabilities of $4,792, and $1,117,428 in total stockholders' equity. Chief Executive Officer Umesh Patel and Chief Financial Officer Michael Viotto state that the Company had an accumulated deficit of $5,897,067 at December 31, 2018, and net loss of $62,330 for the three months ended December 31, 2018, which raise substantial doubt about the Company's ability to continue as a going concern. Messrs. Patel and Viotto further said, "Management intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others. While the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering." A copy of the Form 10-Q is available at: https://is.gd/1bLHSX Fuse Enterprises Inc. is a full service online marketing agency. The Company offers marketing solutions to small and medium size businesses. The Company's services include Marketing, Strategy, Social Media Services and Website Design. The Company was incorporated under the laws of the State of Nevada on December 24, 2013 and is based in Arcadia, California. GIGA WATT: Trustee Hires Lauren Miehe as Consultant --------------------------------------------------- Mark D. Waldron, the Chapter 11 Trustee of Giga Watt, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Washington to employ Lauren Miehe, as consultant to the Trustee. The Trustee requires Lauren Miehe to assist the Debtor in reviewing infrastructure, calculating utility use, review relevant financials, and extrapolate the Debtor's revenue capability. Lauren Miehe will be paid based upon its normal and usual hourly billing rates. Lauren Miehe, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Lauren Miehe can be reached at: Lauren Miehe 630 Valley Mall Parkway, Suite 122 East Wenatchee, WA 98802 Tel: (206) 681-0809 About Giga Watt, Inc. Giga Watt Inc., a cryptocurrency mining services provider based in East Wenatchee, Washington, filed for Chapter 11 protection (Bankr. E.D. Wash. Case No. 18-03197) on Nov. 19, 2018. In the petition signed by Andrey Kuzenny, secretary, the Debtor estimated up to $50,000 in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Frederick P. Corbit. Winston & Cashatt, Lawyers, led by shareholder Timothy R. Fischer, is the Debtor's counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 19, 2018. The committee tapped DBS Law as its legal counsel. GOGO INC: Incurs $162 Million Net Loss in 2018 ---------------------------------------------- Gogo Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $162.03 million on $893.76 million of total revenue for the year ended Dec. 31, 2018, compared to a net loss of $171.99 million on $699.09 million of total revenue for the year ended Dec. 31, 2017. For the three months ended Dec. 31, 2018, the Company reported a net loss of $59.68 million on $217.22 million of total revenue compared to a net loss of $41.13 million on $188.01 million of total revenue for the three months ended Dec. 31, 2017. As of Dec. 31, 2018, Gogo Inc. had $1.26 billion in total assets, $1.53 billion in total liabilities, and a total stockholders' deficit of $268.76 million. Cash, cash equivalents and short-term investments were $223.5 million as of Dec. 31, 2018, substantially higher than previous expectations. "Gogo's focus on execution resulted in major operational improvements over the course of 2018, including excellent 2Ku performance and aggressive cost controls within our CA business," said Oakleigh Thorne, Gogo's president and CEO. "As we build on this momentum and put the negative effects of the de-installations behind us over the next several quarters, we expect to see a return to higher revenue and profit growth in 2020." "Strong execution led to fourth quarter financial performance coming in well ahead of our internal projections, particularly for Adjusted EBITDA and our year-end cash balance," said Barry Rowan, Gogo's executive vice president and CFO. "We expect to improve Free Cash Flow by approximately $100 million in 2019 as we continue to grow Adjusted EBITDA and improve working capital." Recent Developments * On Dec. 6, 2018, Gogo closed its offering of $238 million of 6% convertible senior notes due in May 2022. This effectively extended the maturity of approximately $200 million of the Company's outstanding convertible senior notes from March 2020 until May 2022. * Gogo surpassed 1,000 2Ku aircraft online and ended 2018 with nearly 1,300 commercial aircraft installed with satellite IFC systems and approximately 1,000 2Ku aircraft in backlog as of Dec. 31, 2018. * As of Feb. 20, 2019, Gogo had experienced no incidents of 2Ku system degradation on aircraft fitted with Gogo's recent de- icing modifications. Gogo estimates that aircraft with Gogo de-icing modifications have now flown 15,000 flights that had been de-iced, based on Federal Aviation Administration (FAA) data listing airports under de-icing conditions. * The Airbus A220 has now entered revenue service with Delta offering both 2Ku and Gogo Vision Touch. * Gogo completed its first satellite IFC installation on a Boeing 787-800 aircraft using a service bulletin. * As of Feb. 6, 2019, BA had shipped more than 770 AVANCE systems (L3 and L5) with over 500 L5 systems installed and in operation. Business Outlook The Company provides its 2019 financial guidance as follows: - Total consolidated revenue of $800 million to $850 million * CA-NA revenue of $355 million to $380 million, with ~10% from equipment revenue * CA-ROW revenue of $135 million to $150 million, with ~30% from equipment revenue * BA revenue of $310 million to $320 million Note that CA equipment revenue is affected by the number of installations completed under the airline-directed business model in the period. 2019 revenue guidance reflects the impact of one airline switching from the airline-directed business model to the turnkey business model, which will reduce equipment revenue. - Adjusted EBITDA of $75 million to $95 million - $100 million improvement in Free Cash Flow versus 2018 - Increase of 400 to 475 in 2Ku aircraft online A full-text copy of the Form 10-K is available for free at: https://is.gd/swVOAX About Gogo Gogo Inc. -- http://www.gogoair.com/-- is a global provider of broadband connectivity products and services for aviation. The company designs and sources innovative network solutions that connect aircraft to the Internet, and develop software and platforms that enable customizable solutions for and by its aviation partners. Gogo's products and services can be found on thousands of aircraft operated by the leading global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, Illinois with additional facilities in Broomfield, CO and locations across the globe. * * * In May 2018, Moody's Investors Service downgraded Gogo Inc.'s (Gogo) corporate family rating (CFR) to 'Caa1' from 'B3'. According to Moody's, Gogo's 'Caa1' CFR reflects its small scale, competitive operating environment, low margins, high leverage (12.9x Moody's adjusted at year end 2017), and the expectation of negative free cash flow into at least 2019 as the company heavily invests in the rollout of in-flight connectivity technology to additional carriers outside the North American market, where it currently benefits from critical mass in the commercial aviation segment and a dominant position in business aviation. As reported by the TCR on May 8, 2018, S&P Global Ratings lowered its corporate credit rating on Chicago-based Gogo Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation that previously announced equipment issues will weigh on operating and financial performance in 2018, which we expect will have a carry-over effect on the company's growth in 2019. As a result, we believe there could be a liquidity shortfall in the second half of 2019 absent improvements in operating performance and planned cost saving initiatives," S&P said. GULFSTREAM DIAGNOSTICS: Hires Munsch Hardt as Bankruptcy Counsel ---------------------------------------------------------------- Gulfstream Diagnostics, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Munsch Hardt Kopf & Harr, P.C., as general bankruptcy counsel to the Debtor. Gulfstream Diagnostics requires Munsch Hardt to: a. serve as attorneys of record for the Debtor in all aspects, including any adversary proceedings commenced in connection with the Bankruptcy Case and to provide representation and legal advice to the Debtor throughout the Bankruptcy Case; b. assist the Debtor in carrying out its duties under the Bankruptcy Code, including advising the Debtor of such duties, its obligations, and its legal rights; c. consult with the U.S. Trustee, any statutory committee that may be formed, and all other creditors and parties-in- interest concerning administration of the Bankruptcy Case; d. assist in potential sales of the Debtor's assets; e. prepare on behalf of the Debtor all motions, applications, answers, orders, reports, and other legal papers and documents to further the Estate's interests and objectives, and to assist the Debtor in the preparation of schedules, statements, and reports, and to represent the Debtor and the Estate at all related hearings and at all related meetings of creditors, U.S. Trustee interviews, and the like; f. to assist the Debtor in connection with formulating and confirming a Chapter 11 plan; g. assist the Debtor in analyzing and appropriately treating the claims of creditors; h. appear before this Court and any appellate courts or other courts having jurisdiction over any matter associated with the Bankruptcy Case; and i. perform all other legal services and provide all other legal advice to the Debtor as may be required or deemed to be in the interests of the Estate in accordance with the Debtor's powers and duties as set forth in the Bankruptcy Code. Munsch Hardt will be paid at these hourly rates: Attorneys $500 to $700 Paralegals $170 On Jan. 15, 2019, the Debtor provided Munsch Hardt with a retainer in the amount of $30,000. On Jan. 16, 2019, Munsch Hardt drew on the retainer in the amount of $8,733, leaving a balance held in retainer by Munsch Hardt as of the Petition Date of $21,267, which Munsch Hardt shall continue to hold in a trust account and not apply except as authorized by the Court. Munsch Hardt will also be reimbursed for reasonable out-of-pocket expenses incurred. Davor Rukavina, partner of Munsch Hardt Kopf & Harr, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Munsch Hardt can be reached at: Davor Rukavina, Esq. Thomas Berghman, Esq. Thomas D. Berghman, Esq. Fareed Kaisani, Esq. MUNSCH HARDT KOPF & HARR, P.C. 3800 Ross Tower, 500 N. Akard Street Dallas, TX 75201 Tel: (214) 855-7500 Fax: (214) 855-7584 About Gulfstream Diagnostics Gulfstream Diagnostics, LLC, operates a medical laboratory in Dallas, Texas. It provides clinical, pharmacogenetics and toxicology laboratory tests. Its laboratory features Beckman Coulter, Agilent Technologies, Douglas Scientific, and Tecan instrumentation. Gulfstream Diagnostics filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-30159) on Jan. 16, 2019. In the petition signed by Maison Vasek, CFO, the Debtor estimates $1 million to $10 million in both assets and liabilities. Judge Stacey G. Jernigan oversees the case. Thomas Daniel Berghman, Esq. at Munsch Hardt Kopf & Harr, P.C. is the Debtor's counsel. HERB PHILIPSON'S: Has Until April 8 to Exclusively File Plan ------------------------------------------------------------ Judge Diane Davis of the U.S. Bankruptcy Court for the Northern District of New York granted the request of Herb Philipson's Army and Navy Stores, Inc. to extend the period during which it has the exclusive right to file a Chapter 11 plan through April 8, and to solicit acceptances for the plan through June 5. About Herb Philipson's Army Founded in 1951, Herb Philipson's Army and Navy Stores Inc. -- https://herbphilipsons.com/ -- is a retailer for outdoor and casual apparel, workwear, footwear and sporting goods. Herb Philipson's is known for brands such as Carhartt, Columbia, Levi, Lee, Under Armour, Dickies, Timberland and The Northface. It is also the exclusive retailer for the Utica Comets Hockey Team and the new Utica City Football Club. Herb has retail locations in Rome, Liverpool, New Hartford, Newark, Oneida, Oswego, Herkimer, DeWitt, and Watertown, New York. Herb Philipson's Army and Navy Stores Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 18-61376) on Oct. 8, 2018. In the petition signed by Guy Viti, president, the Debtor estimated assets of less than $10 million and debts of less than $50 million. The Debtor tapped Cullen and Dykman LLP and Griffin Hamersky LLP as counsel; Scouler Kirchhein, LLC as financial advisor; and Kurtzman Carson Consultants LLC as its claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Oct. 19, 2018. The committee tapped Lowenstein Sandler LLP as its legal counsel. HOOK LINE: March 1 Hearing on Confirmation of Competing Plans ------------------------------------------------------------- The Bankruptcy Court has approved the disclosure statements explaining the competing plans filed by Hook Line& Sinker, Inc., or the alternative plan proposed by Robert Jurasek, minority owner of Debtor. The hearing at which the Court will determine whether to approve the Fourth Amended Plan filed by the Debtor or the alternative Jurasek Plan will take place on March 1, 2019 at 9:00 a.m. at the U. S. Bankruptcy Court, 605 West Fourth Avenue, Anchorage, AK 99501. Ballots should be returned to the Debtor's attorney, David H Bundy PC, or to Robert Jurasek's attorney, Michael Mills, by the deadline February 27, 2019 or it will not be counted. Objections to Confirmation of either the Debtor's Plan or the Jurasek Plan must be filed with the Court and served upon the Debtor's attorney. Prior to the Disclosure Statement hearing, the Debtor and Jurasek filed supplements to their Disclosure Statement. Under the Debtor's supplemental disclosure statement, general unsecured creditors (non-insider claims over $10,000) in Class 1 will receive an initial distribution of $200,000 (approximately 23% of the allowed claims) on the Effective Date (two weeks after the Bankruptcy Court approves the plan), and, if the Debtor's new projections prove accurate, should be paid in full by July of 2020. These claims will also receive interest at 6% from the Effective Date. A Class 1 claim may elect Class 2 treatment and received the lesser of $7,500 or 75% of the allowed claim on the Effective Date. Class 2 claims of $10,000 or less will receive one payment of 75% of their claims on the Effective Date but may elect to be treated in Class 1 instead The Debtor's Fourth Amended Plan provides that the $1.9 million claim of Salamatof Native Association will be paid over time, nearly all after payment of the Class 1 and 2 claims. The Second Amended Plan paid Salamatof partly by transfer of the 16% share ownerships in Humpy's owned by Robert Jurasek and Dylan Buchholdt, but these two shareholders declined to turn over their stock. So the Fourth Amended Plan allows all the shareholders to keep their stock in Humpy's. The Amended Jurasek Plan proposes that Class 1 (general unsecured claims) will be paid $200,000 on the Effective Date, $130,000 from new value paid by Jurasek and $70,000 from Reorganized Debtor’s cash on hand. Class 1 will also now receive 6% interest from the Effective Date. Class 1B (subordinated general unsecured claims). The Amended Jurasek Plan creates Class 1B, which includes the subordinated claim of Patrick Flynn (if allowed by the Court) and the equity owner subrogated IRS debt. This subrogated claim is based upon approximately $110,000 in tax refunds that were kept by the IRS and applied to the priority debt of the IRS (approximately $19,000 for Maurer, $37,075 for Jurasek, and $53,500 for Buchholdt). Class 1B claims shall be paid monthly (42 months with 5% interest) pro rata after the Class 1 creditors (are paid in full). These individuals can subrogate to the IRS claim so that they can be reimbursed but don't receive the priority status. Class 5 Salamatof Native Association, Inc., will receive a 50% interest in the new equity of Reorganized Debtor in exchange for a claim reduction of $500,000 and will receive 32% interest in Gorbuscha, LLC (from Jurasek and Buchholdt) in exchange for a claim reduction of $240,000. Salamatof will be paid $160,000 cash from the new value infusion on the Effective Date. A full-text copy of the Debtor's Supplemental Disclosure Statement dated February 13, 2019, is available at http://tinyurl.com/yydbh6xhfrom PacerMonitor.com at no charge. A full-text copy of Jurasek's Supplemental Disclosure Statement dated February 13, 2019, is available at http://tinyurl.com/y2xj2n6dfrom PacerMonitor.com at no charge. About Hook Line & Sinker Inc. Hook Line & Sinker, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Alaska Case No. 17-00415). Judge Gary Spraker presides over the case. David H. Bundy, Esq., is the Debtor's bankruptcy counsel. HOUT FENCING: Seeks to Hire Dale Ely as Auctioneer -------------------------------------------------- Hout Fencing of Wyoming, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Wyoming to employ Dale Ely Auctioneers, as auctioneer to the Debtor. Hout Fencing requires Dale Ely to auction the machinery and equipment of the Debtor. Dale Ely will be paid a commission of 7.3% of the sales price. Dale Ely, partner of Dale Ely Auctioneers, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Dale Ely can be reached at: Dale Ely DALE ELY AUCTIONEERS 3925 Blue Sky Road Carpenter, WY 82054 Tel: (719) 429-5000 E-mail: daledely@msn.com About Hout Fencing of Wyoming, Inc. Hout Fencing of Wyoming, Inc., is a fence contractor based in Worland, Wyoming, offering bridge and barrier fence installation and repair. The company serves Cheyenne, Laramie, Casper, Buffalo, Sheridan, Gillette, Rawlins, Rock Springs, Cody and New Mexico areas. Hout Fencing of Wyoming sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 18-20423) on May 23, 2018. In the petition signed by Dave Hout, president, the Debtor disclosed $3.50 million in assets and $3.63 million in liabilities. Judge Cathleen D. Parker oversees the case. INPIXON: Agrees to Reduce Atlas' Arbitration Award to $941,795 -------------------------------------------------------------- Inpixon, Sysorex, Inc. and Atlas Technology Group, LLC have entered into a settlement agreement in connection with the satisfaction of an arbitration award in an aggregate amount of $1,156,840 plus pre-judgment interest equal to an aggregate of $59,955 granted to Atlas following arbitration proceedings arising out of an engagement agreement, dated Sept. 8, 2016, by and between Atlas and Inpixon as well as its subsidiaries, including the predecessor to Sysorex. Pursuant to the Settlement Agreement, Atlas agreed to (a) reduce the Award by $275,000 resulting in a net award of $941,795 and (b) accept an aggregate of 749,440 shares of freely-tradable common stock of the Company, in satisfaction of the Award, which was determined by dividing 120% of the Net Award by $1.508, which was the "minimum price," as defined under Nasdaq Listing Rule 5635(d). The closing is expected to occur on or about Feb. 21, 2019. After the Company issues and delivers the Settlement Shares to Atlas, the Award will be deemed satisfied in full and the parties will be deemed to have released each other from any claims arising out of the Engagement Agreement. The Settlement Shares will be issued to Atlas pursuant to the Company's registration statement on Form S-3, as amended (SEC File No. 333-223960), which was declared effective by the Securities and Exchange Commission on June 5, 2018. On Feb. 20, 2019, filed a prospectus supplement with the SEC relating to the issuance by the Company of the Settlement Shares. In connection with Sysorex's spin-off from the Company, the Company and Sysorex each agreed pursuant to the terms and conditions of that certain Separation and Distribution Agreement, dated Aug. 7, 2018, as amended, that the costs and liabilities related to the arbitration action arising from the Engagement Agreement would be shared by each party following the spin-off. As a result, Sysorex is obligated to indemnify the Company for half of the total amount paid by the Company to satisfy the Award. In the event that the total net proceeds received by Atlas or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) exceeds the amount of the Net Award, Atlas agreed to deliver an amount equal to the difference between the sale proceeds and the Net Award to the legal counsel for Inpixon and Sysorex to be applied against fees incurred in connection with the arbitration and the Settlement Agreement. About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises worldwide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $35.03 million for the year ended Dec. 31, 2017, compared to a net loss of $27.50 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Inpixon had $12.99 million in total assets, $3.96 million in total liabilities and $9.02 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2012, issued a "going concern" opinion in its report on the Company's 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. INTEGRAL 2545: Seeks Authority to Use Park Bank Cash Collateral --------------------------------------------------------------- Integral 2545 Stowell, LLC, requests the U.S. Bankruptcy Court for the Eastern District of Wisconsin to permit it to use certain cash collateral -- the rents generated from the operation of its business. The Debtor believes Park Bank claims an interest in the Debtor's rents by virtue of a first mortgage lien on the Debtor's property on North Stowell. Park Bank also holds a second mortgage on said property. The Debtor's counsel has been in contact with Park Bank's attorney and offered to make adequate protection payments plus a tax escrow payment, but Park Bank has refused to permit the Debtor to use cash collateral under any circumstances. The Debtor was prepared to make an adequate protection payment of the principal and interest in the total amount of $3,624, which is the exact payment that the Debtor was making to TCF Bank -- Park Bank's assignor -- when the Debtor's forbearance agreement with TCF Bank matured. The Debtor asserts that the fair-market value of Park Bank's collateral far exceeds the amount of Park Bank's first mortgage. Park Bank has a non-accruing junior mortgage or second mortgage as additional collateral for obligations owed to Park Bank by other parties other than the Debtor with a face amount of $1 million as a blanket mortgage that originally secured five properties -- now two remaining properties, including Debtor's property. The Debtor submits that in the second mortgage, Park Bank has agreed to subordinate all rights and remedies to the rights and remedies of the senior mortgage and that Park Bank would -- upon sale or refinancing -- promptly release the lien of the junior additional collateral mortgage upon receipt of 50% of the net proceeds allocable to Integral Investments, LLC, the 75% membership owner of the Debtor. The Debtor proposes that Park Bank will have a post-petition security interest in the Debtor's property to the extent of its pre-petition lien on the Debtor's property, but not in excess thereof, including, but not limited to, a lien on the Debtor's rents. The Debtor will maintain reasonably adequate fire and extended casualty insurance on the real estate which constitutes the collateral of Park Bank, consistent with its loan obligation requirements and with historical practice. The Debtor will also make a tax escrow payment along with the adequate protection payment of $1,944 per month which constitutes approximately one-twelfth of the 2018 tax bill for the Debtor's property which was in the aggregate sum of $23,327. The Debtor is proposing that the Permanent Cash Collateral Order will remain in effect until the earlier to occur of the following: (a) confirmation of a Plan of Reorganization; (b) the Debtor defaults on the timely payment of the sum the Debtor is required to pay to Park Bank; or (c) the date that the Debtor's case is either dismissed or converted to a proceeding under Chapter 7 of the Bankruptcy Code. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/wieb19-20553-12.pdf About Integral 2545 Stowell Integral 2545 Stowell is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101 (51B)). Integral 2545 Stowell, LLC filed a Chapter 11 petition (Bankr. E.D. Wis. Case No. 19-20553), on Jan. 22, 2019. The Petition was signed by Donald J. Gral, member of manager. The case is assigned to Judge Michael G. Halfenger. The Debtor is represented by the Law Offices of Jonathan V. Goodman. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. IONIX TECHNOLOGY: Capital Deficiency Casts Going Concern Doubt -------------------------------------------------------------- Ionix Technology, Inc. filed its quarterly report on Form 10-Q, disclosing a net income of $6,854 on $2,251,548 of revenue for the three months ended Dec. 31, 2018, compared to a net income of $9,714 on $750,944 of revenue for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $19,172,743, total liabilities of $13,527,742, and $5,645,001 in total stockholders' equity. The Company had a working capital deficiency of $5,562,375 at December 31, 2018 and did not generate cash from operations for the six months ended December 31, 2018 and 2017. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company plans to rely on the proceeds from loans from both unrelated and related parties to provide the resources necessary to fund the development of the business plan and operations. However, no assurance can be given that the Company will be successful in raising additional capital. A copy of the Form 10-Q is available at: https://is.gd/zCWDYl Ionix Technology, Inc., through its subsidiaries, designs, develops, manufactures, and sells portable power banks and LCD screens in the United States, Hong Kong, and the People's Republic of China. The Company provides electronic equipment, such as power banks for use in iphone, ipad, mp3/mp4 players, PSP gaming systems, and cameras; and LCD screens for use in video capable baby monitors, tablets and cell phones, and televisions or computer monitors. It also designs, develops, manufactures, and sells lithium-ion batteries for electric vehicles. Ionix Technology, Inc. distributes its products to distributors and retailers. The Company was formerly known as Cambridge Projects Inc. and changed its name to Ionix Technology, Inc. in February 2016. The Company was founded in 2011 and is headquartered in Reno, Nevada. Ionix Technology, Inc. is a subsidiary of Shining Glory Investments Limited. J & J CHEMICAL: ODS Bid to Dismiss Wayne Klein Suit Tossed ---------------------------------------------------------- Bankruptcy Judge Jim D. Pappas denied Defendant's motion to dismiss the case captioned Wayne Klein, Plaintiff, v. ODS Technologies, LP, d/b/a/ TVG Network, Defendant, Adversary Case No. 18-08029-JDP (Bankr. D. Idaho) for improper venue. In his complaint, Plaintiff seeks to avoid the transfers of Debtor J & J Chemical, Inc.'s funds to Defendant, and to recover them for distribution to the creditors in this bankruptcy case. Plaintiff alleges Debtor was insolvent at the time of each of the transfers and that Debtor, as compared to Peirsol, received less than reasonably equivalent value in exchange for the funds transferred. In Count I, Plaintiff seeks to avoid the $5,200 in transfers made to Defendant in the two years prior to the petition filing under section 548(a). In Count II, Plaintiff invokes section 544(b) and Idaho Code section 55-913(1)(b) and 55-914 to avoid the $11,100 transferred to Defendant during the four years prior to filing. Under both Counts, Plaintiff also seeks to recover the transfers from Defendant as an initial transferee under section 550(a)(1). Plaintiff alleges that venue of this adversary proceeding in the District of Idaho is proper under 28 U.S.C. sections 1408 and 1409. Defendant's motion to dismiss under Civil Rule 12(b)(3) argues that the District of Idaho is an improper venue for this action under 28 U.S.C. section 1409(b). Defendant contends that since Plaintiff seeks to recover less than $12,850, this adversary proceeding must be prosecuted in the Central District of California, the district where the Defendant "resides." Plaintiff challenges Defendant's position for three reasons. First, Plaintiff contends that 28 U.S.C. section 1409(a), not (b) controls, because this action "arises under" title 11, whereas 28 U.S.C. section 1409(b) requires venue in a defendant's home district only for actions "arising in" or "related to" Title 11. Id. at 2-7. Second, even if the Court concludes that 28 U.S.C. section 1409(b) applies, Plaintiff insists its requirements are met. He alleges that this action is a proceeding to recover a money judgment or property worth more than $1,300, and it is not a proceeding to "recover a debt," so the $12,850 threshold in the venue statute for such proceedings does not apply to Plaintiff's claim. Finally, Plaintiff argues that even if the Court decides that the $12,850 threshold for actions to recover a debt does apply to his claims against Defendant, venue is still proper in this District because the Defendant is a "resident" of Idaho under the definition found in another federal venue statute, 28 U.S.C. section 1391. The Court agrees with Plaintiff's positions in this contest in all respects. Guided by the teachings of the Supreme Court, the Court concludes that the plain language of 28 U.S.C. section 1409(b) does not lead to absurd results such that legislative history should be consulted to discern Congress' intent. Instead, the Court concludes that venue of this avoidance action under sections 544(b) and 548 is not controlled by 28 U.S.C. section 1409(b), and venue is proper in the District of Idaho under 28 U.S.C. section 1409(a). The claims made in this is action arise under title 11, while 28 U.S.C. section 1409(b)'s recovery thresholds only apply to claims "arising in" or "related to" title 11. The venue statute is unambiguous and such an interpretation does not lead to absurd results. Accordingly, the Court will not consider legislative history to discern Congress' intent in enacting 28 U.S.C. section 1409(b). Plaintiff seeks a recovery of property that was transferred by Debtor to Defendant during the four years leading up to the petition filing. In this case, the nature of the transferred property was cash. Plaintiff invokes section 544 and 548 of the Code, both of which allow avoidance of a "transfer of an interest of the debtor in property." Under section 550(a), Plaintiff seeks to recover "the property transferred" or "the value of such property." A practical reading of these Code sections indicates that Plaintiff's claims to avoid the transfers to Defendant are, in real effect, actions to recover money judgments or property for the purposes of 28 U.S.C. section 1409(b). Accordingly, the $1,300 threshold for actions "to recover money judgments or property" applies in this case and is satisfied by the amount pled in Plaintiff's complaint. The $12,850 monetary threshold for actions against a non-insider to recover a "debt" does not apply.13 Thus, even if 28 U.S.C. section 1409(b) applies in this case, venue for the Plaintiff's claim would still be proper in the District of Idaho since the $1,300 monetary threshold is met. A copy of the Court's Memorandum of Decision dated Jan. 11, 2019 is available at https://bit.ly/2GNO69r from Leagle.com. Wayne Klein, Plan Administrator, Plaintiff, represented by Jason Ronald Naess, Parson, Smith, Stone, Loveland, Shirley. ODS Technologies, LP, d/b/a/ TVG Network, Defendant, represented by Keely E. Duke -- ked@dukescanlan.com -- Duke Scanland and Hall, PLLC & Dennis M.P. Ehling -- ehling@blankrome.com -- Blank Rome LLP. About J & J Chemical J & J Chemical, Inc., of Blackfoot, Idaho, is a commercial laundry repair and maintenance company. The Debtor filed for Chapter 11 protection (Bankr. D. Idaho Case No. 17-40037) on Jan. 19, 2017, estimating assets and liabilities of less than $500,000. The Debtor was represented by Brent T. Robinson of Robinson & Tribe. The case is assigned to Jedge Jim D. Pappas. Wayne Klein was appointed as Chapter 11 trustee for the Debtor. The trustee hired Cosho Humphrey, LLP as his bankruptcy counsel. JADOUN INTERNATIONAL: Insolvency Resolution Process Case Summary ---------------------------------------------------------------- Debtor: Jadoun International Private Limited "Rewati Raman", 511, Alankar Plaza Central Spine, Vidhyadhar Nagar Jaipur 302023 Insolvency Commencement Date: January 25, 2019 Court: National Company Law Tribunal, Gurugram Bench Estimated date of closure of insolvency resolution process: July 24, 2019 Insolvency professional: Mr. Ajit Kumar Interim Resolution Professional: Mr. Ajit Kumar 1A, Sanskrit Apartment GH-22 Sector 56, Gurugram Haryana & Punjab 122011 E-mail: cmaajitjha@gmail.com - and - 83, National Media Centre Sanker Chowk, Nr. Ambiance Mall/DLF Cyber City, Gurugram 122002 E-mail: cirp.jadoun@gmail.com Last date for submission of claims: February 8, 2019 JC PLUMBING: Seeks to Hire Nixon Law as Attorney ------------------------------------------------ JC Plumbing, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Arkansas to employ The Nixon Law Firm, as attorney to the Debtor. JC Plumbing requires Nixon Law to: a. prepare records and reports as required by the Bankruptcy Rules, Interim Bankruptcy Rules and the Local Bankruptcy Rules; b. assist in the preparation of applications, motions, and proposed orders to be submitted to the Court; c. identify and prosecute claims and causes of action assertable by Applicant on behalf of the estate herein; d. examine proofs of claim previously filed and to be filed herein and the possible prosecution of objections to certain of such claims; e. advise the Debtor and prepare documents in connection with the contemplated ongoing operation of the Debtor's business; f. advise the Debtor and prepare documents in connection with the liquidation of the assets of the estate including analysis and collection of outstanding receivables; g. assist and advise the Debtor in performing his other official functions as set forth in the Bankruptcy Code; and h. examine of officers of the Debtor and other parties as to the acts, conduct, and property of the Debtor. Nixon Law will be paid based upon its normal and usual hourly billing rates. Nixon Law will be paid a retainer in the amount of $15,000. Nixon Law will also be reimbursed for reasonable out-of-pocket expenses incurred. David G. Nixon, a partner at The Nixon Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Nixon Law can be reached at: David G. Nixon, Esq. THE NIXON LAW FIRM 4100 Wagon Wheel Road Springdale, AR 72762 Tel: (479) 582-0020 Fax: (479) 582-0030 About JC Plumbing, Inc. JC Plumbing, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Ark. Case No. 5:19-bk-70328) on Feb. 6, 2019. The Debtor hired David G. Nixon, Esq., at The Nixon Law Firm, as counsel. KNOW LABS: Has $769,000 Net Loss in Dec. 31 Quarter --------------------------------------------------- Know Labs, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $769,203 on $602,209 of revenue for the three months ended Dec. 31, 2018, compared to a net loss of $528,265 on $1,232,857 of revenue for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $1,256,082, total liabilities of $4,461,377, and $3,205,295 in total stockholders' deficit. Net cash used in operating activities was $522,170, $1,117,131 and $1,264,324 for the three months ended December 31, 2018 and for the years ended September 30, 2018 and 2017, respectively. The Company anticipates that it will record losses from operations for the foreseeable future. As of December 31, 2018, the Company's accumulated deficit was $35,560,527. The Company has limited capital resources, and operations to date have been funded with the proceeds from private equity and debt financings and loans from Ronald P. Erickson, the Company's Chief Executive Officer, or entities with which he is affiliated. These conditions raise substantial doubt about our ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/A2L4QM Know Labs, Inc., develops, markets, and sells proprietary technology solution for authenticating or diagnosing substances or materials. Its proprietary platform technologies include ChromaID and Bio-RFID technologies that utilize electromagnetic energy along the electromagnetic spectrum to perform analytics, which allow the user to identify, authenticate, and diagnose materials and substances. The Company, through its subsidiary TransTech Systems, Inc., distributes products for employee and personnel identification and authentication. The Company was formerly known as Visualant, Incorporated and changed its name to Know Labs, Inc. in May 2018. Know Labs, Inc. was founded in 1998 and is based in Seattle, Washington. KPH CONSTRUCTION: Hires Kerkman & Dunn as Bankruptcy Counsel ------------------------------------------------------------ KPH Construction Corp., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Kerkman & Dunn, as bankruptcy counsel to the Debtor. KPH Construction requires Kerkman & Dunn to: a. advise and assist the Debtors with respect to their duties and powers under the Bankruptcy Code; b. advise the Debtors on the conduct of these chapter 11 cases, including the legal and administrative requirements of operating in chapter 11; c. attend meetings and negotiate with representatives of the creditors and other parties in interest; d. prosecute actions on the behalf of the Debtors, defend actions commenced against the Debtors, and represent the Debtors' interests in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. prepare pleadings in connection with this chapter 11 case including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estate; f. advise the Debtors in connection with any potential sale of assets; g. appear before the Court to represent the interests of the Debtors' estate; h. assist the Debtors in preparing, negotiating and implementing a plan, and advise them with respect to any rejection of a plan and reformulation of a plan, if necessary; i. assist and advise the Debtors in state court actions related to judgments and collection actions initiated by or against the Debtors that are necessary for an effective reorganization; and j. perform all other necessary or appropriate legal services for the Debtors in connection with the prosecution of this chapter 11 case, including (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof, (ii) analyzing the validity of liens against the Debtors, and (iii) advising the Debtors on transactional and litigation matters. Kerkman & Dunn will be paid at these hourly rates: Jerome R. Kerkman $425 Evan P. Schmit $375 Gregory M. Schrieber $350 Student Associate $150 Non-Attorney Paraprofessionals $75 Prior to the petition date, Kerkman & Dunn performed prepetition legal services for the Debtors in an aggregate amount of $24,642 in fees and $5,358 in costs, for a total amount of $30,000. After applying the Firm's pre-petition fees and costs, it is holding $0 in its client trust account as security for services and expenses incurred during the Chapter 11 case. Kerkman & Dunn will also be reimbursed for reasonable out-of-pocket expenses incurred. Evan P. Schmit, partner of Kerkman & Dunn, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Kerkman & Dunn can be reached at: Evan P. Schmit, Esq. KERKMAN & DUNN 839 N. Jefferson St., Suite 400 Milwaukee, WI 53202-3722 Tel: (414) 277-8200 Fax: (414) 277-0100 About KPH Construction Corp. Founded in 1999, KPH Construction, KPH Environmental and KHP Services are providers of commercial construction services. Triple H is a holding company. Keith P. Harenda is the sole member and manager of Triple H, and the sole shareholder and president of KPH Construction and KPH Environmental. Harenda is the manager of KPH Services. The companies collectively employ approximately 30 people in the operations of their construction business at projects throughout Wisconsin. KPH Construction Corp., based in Milwaukee, WI, filed a Chapter 11 petition (Bankr. E.D. Wis. Lead Case No. 19-20939) on Feb. 6, 2019. In the petition signed by Keith P. Harenda, president, debtor KPH Construction Corp. estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Beth E. Hanan oversees the case. Evan P. Schmit, Esq. at Kerkman & Dunn, serves as bankruptcy counsel. LIVEXLIVE MEDIA: Substantial Doubt Exists for Going Concern Doubt ----------------------------------------------------------------- LiveXLive Media, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $6,563,000 on $8,964,000 of revenue for the three months ended Dec. 31, 2018, compared to a net loss of $6,718,000 on $0 of revenue for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $59,845,000, total liabilities of $45,104,000, and $14,741,000 in total stockholders' equity. The Company states, "We have a history of losses and incurred a net loss of $27.7 million and utilized cash of $3.8 million in operating activities for the nine months ended December 31, 2018, and had a working capital deficiency of $17.6 million as of December 31, 2018. These factors, among others, raise substantial doubt about our ability to continue as a going concern within one year from the date that the financial statements are issued. "Our long-term ability to continue as a going concern is dependent upon our ability to increase revenue, reduce costs, achieve a satisfactory level of profitable operations, and obtain additional sources of suitable and adequate financing. Our ability to continue as a going concern is also dependent its ability to further develop and execute on our business plan. We may also have to reduce certain overhead costs through the reduction of salaries and other means, and settle liabilities through negotiation. There can be no assurance that management's attempts at any or all of these endeavors will be successful." A copy of the Form 10-Q is available at: https://is.gd/PHZwsB LiveXLive Media, Inc., formerly Loton, Corp., is global music streaming network company. The California-based Company is focused on live music and music-related video content. It operates an online destination for music fans to enjoy live performances from music venues and music festivals around the world, such as Rock in Rio, Outside Lands Music and Arts Festival and Hangout Music Festival, as well as original content, artist exclusives and industry interviews. LOYSVILLE STRUCTURES: Hires Omar & Merv's as Auctioneer ------------------------------------------------------- Loysville Structures seeks authority from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Omar & Merv's Auctioneering, LLC, as auctioneer to the Debtor. Loysville Structures requires Omar & Merv's to auction the Debtor's inventory, supplies and finished goods having an aggregate scheduled value of $170,761. Omar & Merv's will be paid a commission of 6% of the gross sales price. Omar & Merv's will also be reimbursed for reasonable out-of-pocket expenses incurred. Mervin Glick, auctioneer at Omar & Merv's Auctioneering, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Omar & Merv's can be reached at: Mervin Glick OMAR & MERV'S AUCTIONEERING, LLC 1381 Honeysuckle Hollow Road Elliottsburg, PA 17024 Tel: (717) 438-3345 E-mail: O.MAuctions1@yahoo.com About Loysville Structures Loysville Structures, a building contractor in Loysville, Pennsylvania, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 19-00244) on Jan. 21, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Henry W. Van Eck. CGA Law Firm is the Debtor's legal counsel. MAGNACHIP SEMICONDUCTOR: Moody's Alters Outlook to Negative ----------------------------------------------------------- Moody's Investors Service has revised to negative from stable the outlook on MagnaChip Semiconductor Corporation's ratings, including the rating on its senior notes due 2021. At the same time, Moody's has affirmed the company's B2 corporate family and senior unsecured bond ratings. RATINGS RATIONALE "The negative outlook reflects our expectation that MagnaChip's financial performance will weaken over the next 6-12 months amid operating challenges in its foundry business, and uncertainty about the future of this segment for which the company is exploring strategic options," says Gloria Tsuen, a Moody's Vice President and Senior Credit Officer. MagnaChip's revenue and company-adjusted EBITDA increased 10% and 7% year-on-year in 2018. However, Moody's expects both metrics to decline in 2019 due to weakness in the foundry business, which generated 43% of the company's revenue in 2018. Revenue from the foundry business declined 7% on a comparable basis year-on-year in 2018, and will likely continue to decline this year due to weaker market demand and customer inventory reductions. Moody's expects the resultant reduced utilization will materially lower MagnaChip's overall gross margins towards 20% in 2019 from 26.4% in 2018. The weakening earnings in the foundry business will be only partly offset by Magnachip's display and power solutions businesses. These businesses generated 57% of the company's revenue in 2018, grew 29% on a comparable basis year-on-year in revenue and will likely continue to grow strongly this year, underpinned by new design wins and premium product offerings. Given the declining earnings, Moody's expects MagnaChip's leverage -- as measured by adjusted debt/EBITDA -- will increase to about 6.3x in 2019 from around 3.8x in 2018. Whether its leverage will improve beyond 2019 depends on the company's strategic decision on the foundry business and a potential recovery in foundry demand. MagnaChip's ratings continue to factor in the company's small scale, exposure to the volatile and competitive consumer electronics industry, and changes in end-customer demand. The ratings also consider the company's adequate liquidity over the next 1-2 years, but Moody's notes that refinancing risk will increase significantly in 2021 when the company's senior notes and exchangeable senior notes totaling around $300 million become due. MagnaChip had $132 million in cash as of the end of 2018. The ratings outlook could return to stable if the company improves its financial profile, such that its adjusted debt/EBITDA stays below 5x, and its adjusted EBIT/interest expense remains above 2x, both on a sustained basis. The ratings could be downgraded if the company's earnings fail to improve and adjusted debt/EBITDA remains above 5.0x, or if the company reports cash on hand falls below $100 million. The principal methodology used in these ratings was Semiconductor Industry published in July 2018. MagnaChip Semiconductor Corporation is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, 'Internet of Things', consumer, industrial and automotive applications. MAINE TOOL: Has Authorization to Use Cash Collateral Until June 29 ------------------------------------------------------------------ The Hon. Michael A. Fagone of the U.S. Bankruptcy Court for the District of Maine authorized Maine Tool & Machine, LLC's continued use of cash collateral as set forth in the Stipulated Order filed by the Debtor, Bangor Savings Bank ("BSB") and Midcoast Regional Redevelopment Authority ("MRRA"). Under the Stipulated Order, the Debtor's authority to use cash collateral is extended through June 29, 2019, and in the amounts set forth in the Budget, and under the same provisions as provided in the Cash Collateral Order and the Amended Restructuring Support Agreement incorporated therein. Pursuant to the approved Budget, the Debtor projects total cash disbursements of approximately $238,749 during the period from Feb. 16 through June 29, 2019. BSB, MRRA, and/or the U.S. Trustee, in their individual and sole discretion, may seek to revoke their respective consents to the use of cash collateral in the event that Debtor's actual results for a weekly period, for either/both its Total Cash Receipts and/or Total Disbursements vary by more than 20% of Debtor's projections for that same weekly period. A full-text copy of the Stipulated Order is available at http://bankrupt.com/misc/meb18-20615-63.pdf About Maine Tool & Machine Maine Tool & Machine, LLC, filed a Chapter 11 petition (Bankr. D. Maine Case No. 18-20615) on Oct. 29, 2018. In the petition signed by Clifton D. Wilson, sole member, the Debtor estimated assets and liabilities at $100,000 to $500,000. The Debtor is represented by Christopher J. Keach, Esq., at Molleur Law Office. MARKPOL DISTRIBUTORS: Cash Collateral Use Continued Until March 30 ------------------------------------------------------------------ The Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Markpol Distributors, Inc., and its debtor-affiliates to use cash collateral commencing on Feb. 3 until the close of business on March 30, 2019, solely in accordance with the Budgets and the other terms and conditions set forth in the Fourteenth Interim Order. In return for the Debtors' continued interim use of cash collateral, MB Financial Bank, N.A., is granted the following adequate protection for its asserted secured interests in substantially all of the Debtors' assets to the extent and validity held prepetition: (1) The Debtors must permit the MB Financial to inspect, upon reasonable notice, within reasonable hours, the Debtor's books and records; (2) The Debtors must maintain and pay premiums for insurance to cover the collateral from fire, theft and water damage and MB Financial consents to the payment of such premiums from its cash collateral; (3) The Debtors must make available to MB Financial evidence of that which constitutes their collateral or proceeds; (4) The Debtors must properly maintain the collateral in good repair and properly manage the collateral; and (5) MB Financial is granted replacement liens, attaching to the collateral, but only to the extent of MB Financial's prepetition liens. In addition, the Debtor must provide MB Financial, each Wednesday: (i) a detailed accounts receivable aging report; (ii) a weekly accounts receivable billing log; (iii) a weekly budget variance report; (iv) a weekly inventory purchase log; and (v) CVS system screen shots representing the next 4 weeks payment to the reporting. The Debtor must also provide MB Financial: (i) monthly financials statements (income statement and balance sheet) by the 20th of each following month; and (ii) rolling four quarter financial statement forecasts due five days prior to the start of each respective quarter; and (iii) a monthly inventory report. A continued hearing on the Cash Collateral Motion is scheduled before the Court on March 25, 2018 at 10:00 a.m. A full-text copy of the Twelfth Interim Order is available at: http://bankrupt.com/misc/ilnb18-06105-189.pdf About Markpol Distributors Markpol Distributors, Inc. -- http://markpoldistributors.com/-- is a food distributor specializing in European grocery merchandise imported from European exporters. The Company's customers may select an offering of 4 to 24 feet selection of assorted grocery merchandise appealing to the American and European consumer. Markpol is headquartered in Wood Dale, Illinois. Markpol Distributors filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-06105) on March 2, 2018. In the petition signed by CEO Mark Kozyra, the Debtor estimated assets and liabilities at $1 million to $10 million. Judge Benjamin A. Goldgar is the case judge. Shelly A. DeRousse, Esq., at Freeborn & Peters LLP, is the Debtor's counsel. Rally Capital Services, LLC, is the financial advisor. Patrick S. Layng, U.S. Trustee for the Northern District of Illinois, on March 15, 2018, appointed five creditors to serve on an official committee of unsecured creditors. The Committee retained Goldstein & McClintock LLLP as counsel. MAXUS ENERGY: Court Junks YPF, Repsol Bid to Dismiss Trust Suit --------------------------------------------------------------- The Maxus Liquidating Trust, which is the successor in interest to Maxus Energy Corporation, filed a 23- count complaint against YPF S.A. and numerous of its affiliates and Repsol, S.A. and numerous of its affiliates. YPF and Repsol both filed motions to dismiss. The Court held oral argument on Jan. 22, 2019. After careful consideration, Chief Bankruptcy Judge Christopher S. Sontchi denied the motions to dismiss. The Complaint contains 23 counts, 20 of which are claims for the avoidance of fraudulent conveyances under theories of both actual and constructive fraud. Applying Rule 7008 of the Federal Rules of Bankruptcy Procedure, the constructive fraudulent claims are sufficient to survive a motion to dismiss. The argument that more pleading is required to put the defendants on fair notice of the fraudulent claims against them is without merit. The remaining counts are for alter ego liability, unjust enrichment and civil conspiracy. The Court is satisfied that these claims must survive the motions to dismiss. The defendants argue, quite correctly, that the bulk, if not all, of the alleged fraudulent conveyances that form the basis of the Complaint occurred outside the operable statute of limitations. The Trust asserts, however, that strict application of the statutes of limitations under the facts alleged here "would permit a shrewd and unscrupulous enterprise to divest itself of 'substantially all of its assets'. . . continue to satisfy environmental liabilities from the cash flow of the combined entity until the statute of limitations period had run and the divestiture was ready for completion, and then split the good assets from the bad. If the architects of such a scheme could claim that the statute of limitations had already run by virtue of the first step in the scheme, they would have free reign to hinder and delay creditors so long as they could do it in two steps several years apart." The Trust urges the Court to reject defendants' argument that the transactions were foreclosed as of June 17, 2012 by the statute of limitations, and examine the fraudulent transfers "for their substance, not their form," and hold that "[w]here a transfer is only a step in a general plan, the plan must be viewed as a whole with all its composite implications." Here, the Complaint alleges that YPF (and, later, Repsol) carried out a "single integrated scheme" to siphon the valuable and profitable assets from the Debtors in order to leave the environmental liabilities stranded in empty corporate shells. As described in the Complaint, YPF became aware shortly after its acquisition of Maxus that Maxus was exposed to potentially massive environmental liabilities, and YPF enlisted its advisors and experts to form a plan to segregate good assets from the bad liabilities. YPF followed that plan as the first step in the "Strategy." Repsol, enlisting its own advisors and experts, picked up and even embellished the Strategy after it acquired YPF. Following the expropriation of Repsol's interest in YPF, YPF ultimately forced the Debtors into this Court with the YPF Settlement in hand that they hoped would close the curtain on the whole drama. Thus, the Trust asserts that the very strategy that the Tronox II court rejected has happened in this case, and, as such, the statute of limitations does not bar the Trust's claims. The Court agrees. While it remains to be seen whether the Trust can prove its allegations, the facts alleged in the Complaint support a plausible theory that would expand the statute of limitations under Tronox II. Thus, the Court denies the motions to dismiss. A copy of the Court's Decision dated Feb. 15, 2019 is available at: http://bankrupt.com/misc/deb16-11501-2186.pdf About Maxus Energy Corporation Maxus Energy Corporation and four of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 16-11501) on June 17, 2016. The Debtors will use the breathing spell afforded by the Bankruptcy Code to decide whether their existing environmental remediation operations and oil and gas operations can be restructured as a sustainable, stand-alone enterprise. The Debtors have engaged Young Conaway Stargatt & Taylor, LLP, as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC, as financial advisor and Prime Clerk LLC as claims and noticing agent, all are subject to the Bankruptcy Court's approval. The Debtors hired Keen-Summit Capital Partners LLC as real estate broker. The Debtors also engaged Hilco Steambank to market and sell their internet protocol numbers and other internet number resources, and EnergyNet.com to market and sell the Debtors' rights, title, and interest in and to the oil and gas properties. On July 7, 2016, the United States Trustee for the District of Delaware filed Notice of Appointment of Committee of Unsecured Creditors. The Committee selected Schulte Roth & Zabell LLP as counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research Group, LLC, serves as financial advisor for the Committee. Andrew Vara, acting U.S. Trustee for Region 3, appointed the following to a committee of retirees: John Leslie Jackson, Sr., Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby & Geddes, P.A., as co-counsel. MELINTA THERAPEUTICS: All Proposals Approved at Special Meeting --------------------------------------------------------------- Melinta Therapeutics, Inc. held a special meeting of stockholders on Feb. 19, 2019. At the Special Meeting, the stockholders approved: (1) an amendment to Melinta's Certificate of Incorporation to authorize a reverse stock split of the issued and outstanding shares of Melinta common stock; (2) an amendment to Melinta's Certificate of Incorporation to increase the number of authorized shares of Melinta common stock from 80,000,000 to 275,000,000 to accommodate, in part, the conversion of any of the Vatera Convertible Loans and to accommodate the conversion of up to $74 million of the convertible loan under the Deerfield Facility as permitted by the Deerfield Facility Amendment; (3) the issuance and sale of the Vatera Convertible Loans, and the issuance of the underlying shares of preferred stock and common stock upon conversion of the Vatera Convertible Loans, for purposes of applicable Nasdaq rules; (4a) an amendment to the Company's 2018 Stock Incentive Plan to increase the number of shares reserved and available for issuance by 2,000,000 shares specifically for issuance to the chief executive officer; (4b) an amendment to the Company's 2018 Stock Incentive Plan to increase the number of shares reserved and available for issuance by 3,000,000 shares for general issuances under the amended 2018 Stock Incentive Plan; and (5) an adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies, in the event that there are not sufficient votes at the time of the Special Meeting to approve the proposals. About Melinta Therapeutics New Haven, Connecticut-based Melinta Therapeutics, Inc. -- http://www.melinta.com/-- is a commercial-stage pharmaceutical company focused on discovering, developing and commercializing differentiated anti-infectives for the hospital and select non-hospital, or community, settings that address the need for effective treatments for infections due to resistant gram-negative and gram-positive bacteria. The Company currently market four antibiotics to treat a variety of infections caused by these resistant bacteria. Deloitte & Touche LLP, in Chicago, Illinois, 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, stating that the Company's recurring losses from operations and its need to obtain additional capital raise substantial doubt about its ability to continue as a going concern. Melinta reported a net loss available to common shareholders of $78.17 million in 2017, a net loss available to common shareholders of $95.04 million in 2016, and a net loss available to common shareholders of $94.92 million in 2015. As of Sept. 30, 2018, the Company had $482.30 million in total assets, $247.52 million in total liabilities and $234.78 million in total shareholders' equity. MELINTA THERAPEUTICS: Effects a One-for-Five Reverse Stock Split ---------------------------------------------------------------- Melinta Therapeutics, Inc.'s Board of Directors has approved a one-for-five reverse stock split of the Company's common stock, par value $0.001. The reverse stock split, which was approved by the Company's stockholders at a special meeting held on Feb. 19, 2019, was effective at 5:00 pm Eastern Time on Feb. 21, 2019. The Company's common stock will trade on the Nasdaq Global Market on a split-adjusted basis under a new CUSIP number, 58549G 209, beginning on Feb. 22, 2019. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage ownership interest in the Company, except to the extent that the reverse stock split results in any of the Company's stockholders owning a fractional share. The reverse stock split will reduce the number of shares of common stock issued and outstanding from approximately 56 million to approximately 11 million. No fractional shares will be issued in connection with the reverse stock split. Each stockholder who would otherwise be entitled to receive a fraction of a share of the Company's common stock will instead receive a cash payment based on the average last reported sales price of the Company's common stock during the ten consecutive trading days ending on the last trading day prior to Feb. 21, 2019. As of the effective date of the reverse stock split, adjustments will be made under the Company's stock incentive plan, including with respect to the aggregate number of shares of the Company's common stock that may be delivered in connection with awards under the plan, the numerical share limits under the plan, the number of shares covered by each outstanding award under the plan, the price per share underlying each such award, and, if applicable, the performance objectives that must be achieved before such award will become earned, to proportionately reflect the reverse stock split. The reverse stock split will also adjust the loan conversion rate and the conversion price under the loan agreement, as amended and restated, with Vatera Healthcare Partners LLC and Vatera Investment Partners LLC and the facility agreement, as amended, with certain funds under the management of Deerfield Management Company, L.P., respectively, to proportionately reflect the reverse stock split. The warrants issued to Deerfield in January 2018 will also be adjusted to proportionately reflect the reverse stock split. The Company anticipates closing the initial subordinated convertible loan funding in the principal amount of $75 million under the Vatera loan agreement (with an additional $5 million in principal amount being deemed funded by Deerfield) and effecting the previously disclosed amendments to the Deerfield loan documents on or about Feb. 22, 2019. Computershare Trust Company, N.A. is acting as the exchange agent and transfer agent for the reverse stock split. Computershare will provide instructions to stockholders with physical certificates regarding the process for exchanging their pre-split stock certificates for post-split stock certificates and receiving payment for any fractional shares. Additional information regarding the reverse stock split can be found in the Company's revised definitive proxy statement filed with the Securities and Exchange Commission on Jan. 29, 2019. About Melinta Therapeutics About Melinta Therapeutics New Haven, Connecticut-based Melinta Therapeutics, Inc. -- http://www.melinta.com/-- is a commercial-stage pharmaceutical company focused on discovering, developing and commercializing differentiated anti-infectives for the hospital and select non-hospital, or community, settings that address the need for effective treatments for infections due to resistant gram-negative and gram-positive bacteria. The Company currently market four antibiotics to treat a variety of infections caused by these resistant bacteria. Deloitte & Touche LLP, in Chicago, Illinois, 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, stating that the Company's recurring losses from operations and its need to obtain additional capital raise substantial doubt about its ability to continue as a going concern. Melinta reported a net loss available to common shareholders of $78.17 million in 2017, a net loss available to common shareholders of $95.04 million in 2016, and a net loss available to common shareholders of $94.92 million in 2015. As of Sept. 30, 2018, the Company had $482.30 million in total assets, $247.52 million in total liabilities and $234.78 million in total shareholders' equity. MEREDITH CORP: S&P Alters Outlook to Pos. on Improving Leverage --------------------------------------------------------------- S&P Global Ratings said U.S.-based media company Meredith Corp. is making good progress integrating its acquisition of Time Inc., realizing synergies, and repaying debt, and it expects the company's leverage could improve below 4x during its fiscal year ending June 30, 2020. S&P on Feb. 20 revised its outlook to positive from stable and affirmed all of its ratings, including its 'B+' issuer credit rating. It also raised its issue-level rating on the company's senior unsecured debt to 'B+' from 'B' and revised its recovery rating to '4' from '5' to reflect improved recovery prospects following the company's voluntary repayment of almost $700 million in secured and unsecured debt since January 2018. Meredith Corp. has repaid $700 million in debt with a combination of proceeds from asset sales and discretionary cash flow and has enacted significant restructuring efforts after its Time Inc. acquisition closed in January 2018. This progress has exceeded S&P's prior expectations and the outlook revision reflects its expectation that the company is well positioned to repay almost $1 billion of debt in its fiscal year 2019, and realize over $500 million of synergies from this acquisition, which should allow Meredith to lower its leverage below 4x over the next 12 months from over 5x as of Dec. 31, 2018. The outlook revision also reflects the strong operating performance of Meredith's television stations and the steady operating performance of Meredith's legacy print assets, which have supported the company's efforts to curb the steep print advertising revenue declines of its acquired magazines. Meredith's 'B+' issuer credit rating reflects the company's high leverage, its high exposure to the mature and declining consumer magazine industry, its significant exposure to cyclical advertising revenues, and the ongoing risks it faces as the company integrates Time Inc. acquisition. These risks are partially offset by the stable cash flow generation of Meredith's local media TV broadcasting segment, which benefits from growing retransmission revenues, market duopolies, and strong EBITDA margins, the company's well-recognized and trusted brand portfolio and growing digital and licensing business, and its differentiated multimedia consumer and marketing platform, which benefits from a broad national audience reach. "The positive outlook reflects our expectation that additional cost savings and debt reduction funded in part by asset sales would allow Meredith to lower leverage below 4x during fiscal year 2020," S&P said. "We could raise the rating if Meredith continues to repay debt, achieves its planned level of synergies from the Time Inc. acquisition such that leverage declines and remains below 4x. We would also look for stable economic and operating performance and reduction in print advertising declines to the 7%-10% range from double-digit levels currently," S&P said. S&P said it could revise the outlook to stable if Meredith's EBITDA growth stalls, and it expects leverage will remain in the 4x-5x area in fiscal 2020. This could occur if the company incurs significantly higher Time Inc. integration expense or investment costs, or if advertising revenues decline across all business lines due to worsening economic conditions, according to S&P. S&P said it could also revise the outlook to stable if Meredith pursues debt-financed acquisitions and it expects leverage will remain in the 4x-5x area. MIKE & HENRY: Seeks to Extend Exclusive Filing Period to April 24 ----------------------------------------------------------------- Mike & Henry, LLC asked the U.S. Bankruptcy Court for the Northern District of Illinois to extend the period during which it has the exclusive right to file a Chapter 11 plan through April 24, and to solicit acceptances for the plan through June 24. The company is considering a sale of its real property in Western Springs, Illinois, where it operates H&H Auto, an auto repair shop. The property is subject to a mortgage in favor of Michael Buzzelli, the company's primary creditor who obtained a judgment of foreclosure prior to the company's bankruptcy filing. Mike & Henry had earlier made an agreement with Mr. Buzzelli under which the company will make monthly payments to the creditor to be funded by H&H Auto. The auto shop, however, has been experiencing seasonal difficulty in its business, rendering payments possibly not sustainable, according to court filings. Scott Clar, Esq., at Crane, Simon, Clar & Dan, said the company is considering a sale of the property to pay Mr. Buzzelli in full. "A possible change of direction in the debtor's Chapter 11 case necessitates a request for an extension of the exclusive periods for filing a plan and disclosure statement," Mr. Clar said. About Mike & Henry LLC Mike & Henry, LLC owns a real property where H&H Auto, which provides auto repair service, operates. The property is located at 17 W. Ogden Avenue, Western Springs, Illinois. Mike & Henry sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-30035) on October 25, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $500,000. The case has been assigned to Judge Carol A. Doyle. The Debtor tapped Crane, Simon, Clar & Dan as its legal counsel. MMAN LLC: Seeks to Hire Christopher Lee as Attorney --------------------------------------------------- MMAN, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ The Law office of Christopher Lee Phillippe, as attorney to the Debtor. MMAN, LLC requires Christopher Lee to: (a) provide legal advice with respect to the Debtor's rights and duties as debtor in possession and continued business operations; (b) assist, advise and represent the Debtor in analyzing the Debtor's capital structure, investigating the extent and validity of liens, cash collateral stipulations or contested matters; (c) assist, advise and represent the Debtor in post petition financing transactions; (d) assist, advise and represent the Debtor in the sale of certain assets; (e) assist, advise and represent the Debtor in the formulation of a disclosure statement and plan of reorganization and to assist the Debtor in obtaining confirmation and consummation of a plan of reorganization; (f) assist, advise and represent the Debtor in any manner relevant to preserving and protecting the Debtor's estate; (g) investigate and prosecute preference, fraudulent transfer and other actions arising under Debtor's bankruptcy avoiding powers; (h) prepare on behalf the Debtor all necessary applications, motions, answers, orders, reports, and other legal papers; (i) appear in Court and to protect the interests of the Debtor before the Court; (j) assist the Debtor in administrative matters; (k) perform all other legal services for the Debtor which may be necessary and proper in these proceedings; (l) assist, advise and represent the Debtor in any litigation matters, including, but not limited to, adversary proceedings; (m) continue to assist and advise the Debtor in general corporate and other matters related to the successful reorganization of the Debtor; and (n) provide other legal advice and services, as requested by the Debtor, from time to time. Christopher Lee will be paid at these hourly rates: Attorneys $250 Paralegals $100 Christopher Lee will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher Lee Phillippe, partner of The Law office of Christopher Lee Phillippe, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Christopher Lee can be reached at: Christopher Lee Phillippe, Esq. THE LAW OFFICE OF CHRISTOPHER LEE PHILLIPPE 104 North Expressway Brownsville, TX 78521 Tel: (956) 544-6096 Fax: (956) 982-19-21 E-mail: clphillippe@cameroncountylawyer.com About MMAN, LLC MMAN, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 19-10036) on Jan. 30, 2019. The Debtor hired the Law Office of Christopher Lee Phillippe, as counsel. MULTICULTURAL COMMUNITY: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Multicultural Community Mental Health Center, Inc. as of Feb. 19, according to a court docket. About Multicultural Community Mental Health Center Inc. Multicultural Community Mental Health Center, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10207) on January 7, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Mindy A. Mora. The Debtor tapped Elias Leonard Dsouza, Esq., as its bankruptcy attorney. NEOVIA LOGISTICS: S&P Lowers ICR to 'CCC' on Near-Term Maturities ----------------------------------------------------------------- Neovia Logistics L.P. faces maturities across its capital structure over the next 18 months. Its revolving credit facility (of which $48 million is drawn) matures in February 2020, its $76.6 million unsecured payment-in-kind (PIK) notes mature in April 2020, and its $465 million senior secured notes mature in August 2020. S&P Global Ratings believes that the company's liquidity is insufficient to repay the revolver, and expects that the company would also need to address its other upcoming maturities, which could lead to an exchange offer that S&P would classify as distressed and tantamount to a default. Therefore, S&P Global Ratings on Feb. 19 lowered its issuer credit rating on Neovia to 'CCC' from 'CCC+'. The outlook is negative because it views the company as vulnerable to a payment default or distressed exchange over the next year. Neovia does not have sufficient liquidity to repay the outstanding $48 million (as of Sept. 30, 2018) on its revolving credit facility, according to S&P. Further, S&P believes that the company could not refinance it without also addressing its other 2020 maturities of close to $500 million (including the accrued interest). "Given this substantial debt load, as well as the recent volatility in the high-yield credit markets, we see a risk of the company entering into an exchange wherein debtholders would receive less than the original par value of the securities," S&P said. Neovia entered into a distressed exchange in March 2017, when it exchanged its senior unsecured PIK notes due in 2018 for a combination of cash and new PIK notes. Should it enter into a similar agreement, S&P could consider this tantamount to a default and lower the issuer credit rating to 'SD' (selective default)." S&P said that its outlook on Neovia Logistics is negative. Although the company performed in line with S&P's base-case scenario, Neovia faces the maturity of its revolving credit facility in 12 months, according to S&P. "Further, given the upcoming maturities of its $76.6 million PIK notes in April 2020 and $465 million senior secured notes in August 2020, we believe the company will likely need to address its entire capital structure to refinance its revolver," S&P said. "Therefore, we view the company as vulnerable to a payment default or distressed exchange over the next year." Over the next 12 months, S&P could lower its rating if it believes a default is inevitable, or if Neovia has not refinanced the company's debt. S&P also would lower its rating if the company enters into an exchange offer that it views as distressed and therefore akin to a default. In such a scenario, S&P said it would lower its issuer credit rating to 'CC' at the announcement of the exchange and then to 'SD' upon completion. "Although unlikely in our view over the next 12 months, we could raise ratings if the company materially improves its liquidity position. This would likely occur if the company extends the maturity of its debt without entering into a distressed exchange," S&P said. NEWELL BRANDS: Fitch Cuts Long-Term IDR to 'BB+', Outlook Stable ---------------------------------------------------------------- Fitch Ratings has downgraded Newell Brands Inc.'s (Newell; NWL) Long-Term Issuer Default Rating (IDR) to 'BB+' from 'BBB-' and Short-Term IDR to 'B' from 'F3'. The Rating Outlook is Stable. The downgrade reflects the significant deterioration in underlying core operations; lack of visibility to topline and EBITDA stabilization and therefore the level of sustainable FCF generation; and Fitch's expectation that leverage will be at 3.5x or higher even if the company diverts all asset sale proceeds toward debt paydown, after offsetting around $400 million in negative FCF expected in 2019. Recent declines beyond the baby and writing category are a significant risk and could indicate execution issues and share losses that could extend into 2020. The ratings also reflect risks associated with the business divestitures, including the inability to sell businesses at targeted multiples (with proceeds now expected to be $9 billion versus $10 billion) due to weakness in those businesses or concerns about an economic slowdown. The company could also decide to keep some of the assets if multiples decline, which would increase EBITDA but result in lower debt paydown from asset sales. Fitch now expects EBITDA for ongoing operations to be around $1 billion in 2019 - modestly lower than management's $1.1 billion guidance - and improve only modestly thereafter assuming sales stabilize. This is 30% lower than Fitch's prior expectation of $1.5 billion in 2019/2020 and close to 40% lower than management's guidance of over $1.65 billion at the announcement of the divestitures in May 2018. The projected EBITDA margin of 12% compares to the 17%+ EBITDA margins Newell generated for its entire business prior to divestitures and was targeting to return to in 2020. At Fitch's revised $1 billion EBITDA projections, FCF could continue to be modestly negative in 2020. KEY RATING DRIVERS Operational Challenges Continue Newell's core sales decline accelerated to negative 5.2% in 2018 (on a continued operations basis, excluding asset divested through 2018 and held for sale). The company's organic growth rate decelerated materially in 2H17 (0.4% in 3Q17 and -1.9% in 4Q17) from the positive 4%+ range through 1H16 and positive 2.5% range in 2H16 and 1H17. The learning and development category (34.6% of 2018 revenue of $8.6 billion) declined 8.8% in 2018, mainly due to the impact of the Toys R Us, Inc. bankruptcy given baby comprised $1.3 billion of 2017 total revenue. Newell was also affected by a significant destocking by the office superstores in its writing business, which reported $2 billion in revenue in 2017. Recent declines beyond the baby and writing category are a significant risk and could indicate execution issues and share losses that could extend into 2020. Food and appliances (31.3% of 2018 revenue) and home and outdoor living (34.1% of 2018 revenue) also declined unexpectedly by 7.6% and 5.4%, respectively, in 2018. Despite some sequential improvement in core sales to negative 1.2% in 4Q18, Newell issued full year 2019 guidance for core sales to be down in the low single digits, with 1Q19 expected to be even worse at negative 2%-4% due to the continued impact of the 2018 liquidation of Toys R Us in the U.S. This is weaker than Fitch's prior expectations of core sales growth of around positive 2%. Fitch now expects core sales to decline in the low-to mid-single digits in 2019 before stabilizing in 2020; the lack of visibility of sequential improvement in core sales towards flat by late 2019 continues to be a risk. 2019 Projected EBITDA Revised Downward Newell guided to an adjusted normalized 2019 operating margin in the 9.3% to 9.7% range for its ongoing portfolio, versus 9.1% in 2018. Assuming ongoing D&A of $215 million (midpoint of the 2.0%-2.5% of sales on the $9.5 billion in expected 2020 revenue provided in the company's May 2018 transformation plan presentation), EBITDA would be around $1.1 billion in 2019. This guidance is significantly lower than Fitch's prior expectations for EBITDA of around $1.5 billion for continuing operations in 2019/2020. Fitch notes that in May 2018 Newell had shared 2020 projections for ongoing operations where it projected revenue at $9.5 billion and EBIT margin greater than 15% which would imply EBITDA of at least $1.65 billion. The projected 17.5% EBITDA margin at the time indicated that the company expected Newell's margins to return to pre-divestiture levels. Fitch now projects 2019 core sales (on a normalized basis and excluding all divestitures) to decline in the low-to mid-single-digits and EBITDA for ongoing operations to be around $1 billion in 2019 - modestly lower than management's $1.1 billion guidance - and improve only slightly thereafter assuming sales stabilize. EBITDA margin is expected to decline to the 12% to 12.5% range, 500 bps below 2017 levels for the entire business prior to divestitures. Inability to stabilize revenue would indicate market share losses and require increased investments and could lead to further EBITDA contraction. Accelerated Asset Divestitures Given integration issues with Jarden that Newell acquired in April 2016 and materially weakened operating results in 2H17, Newell announced that it would accelerate business divestitures in January 2018 and finalized its restructuring plan in May 2018. The company announced it would divest businesses that generated close to 40% of revenue to focus on seven core consumer divisions (Appliances & Cookware, Writing, Outdoor & Recreation, Baby, Food, Home Fragrance and Safety & Security) that generated 2017 revenue of $9.5 billion. At the time, Newell expected to generate approximately $10 billion in after-tax proceeds from divestitures, implying an EBITDA multiple of 9x in aggregate on these businesses. Newell expected to apply 45% of after tax proceeds toward debt reduction and the remaining 55% toward share repurchases, resulting in gross debt/EBITDA of 3.5x or lower by 2020. Candidates for divestiture included Jostens, Pure Fishing, Rubbermaid Commercial Products, Mapa/Spontex/Quickie, The Waddington Group, Process Solutions, Rawlings, Goody, Rubbermaid Outdoor/Closet/Refuse & Garage and U.S. Playing Cards. The divested businesses generated 2017 revenue of $5.8 billion and EBITDA of $1.1 billion (pre-corporate expenses). Divestitures in 2018: In 2018, Newell sold five businesses with combined 2017 revenue of $2.6 billion or close to 50% of businesses targeted for sale and received $5.1 billion in net proceeds. In June 2018, the company sold The Waddington Group, its global consumer and commercial package manufacturing business, to Novolex Holdings, LLC, a leading provider of paper and plastic packaging products backed by The Carlyle Group. Gross proceeds from the divestiture were approximately $2.3 billion, (with net proceeds of $2.2 billion). Waddington's 2017 net sales were $907 million and EBITDA was close to $200 million based on a valuation multiple of 12x. Newell sold Rawlings, its team sports business, which generated $333 million in revenue in 2017, to Seidler Equity Partners for approximately $395 million in gross proceeds in June 2018. The Goody business was sold in August 2018 to ACON Investments, L.L.C. for $110 million. Divestitures of Pure Fishing and Jostens were completed in December 2018. Pure Fishing, which generated $556 million in sales in 2017, was sold to Sycamore Partners for $1.3 billion while Jostens, which generated $768 million in 2017 sales, was sold to Platinum Equity for $1.2 billion. Remaining Asset Sales in 2019: The company expects to sell its U.S. Playing Cards and Process Solutions business by the end of 2Q19 and Consumer and Commercial Solutions ($1.6 billion in revenue in 2017, which will be split into two transactions) by end of 2019. The company lowered its estimate for total asset sales proceeds to $9 billion when it announced 4Q18 results on Feb. 15, 2019. The significant divestitures and business discontinuations involves risks, including challenges in the separation of operations and rightsizing the business appropriately, diversion of management's attention and the disruption of the company's ongoing business, and inability to sell businesses at new targeted multiples due to weakness in those businesses or concerns of an economic slowdown. Debt Paydown With All Proceeds Could Still Keep Leverage Above 3.5x Newell expects to apply approximately $9 billion in after-tax proceeds from divestitures in combination with FCF from operations after dividends to debt repayment and share repurchases, so that gross debt/EBITDA reaches 3.5x or lower by 2020. However, based on Fitch's revised EBITDA and FCF expectations Newell can no longer drive leverage below 3.5x even if it used all remaining proceeds for debt reduction. Newell used $3.5 billion or 70% of total 2018 proceeds of $5.1 billion to pay down debt, ending 2018 with reported debt of approximately $7 billion. The remaining proceeds of $1.5 billion were utilized for share repurchases. DERIVATION SUMMARY The 'BB+' rating reflects the significant deterioration in underlying core operations; lack of visibility to topline and EBITDA stabilization and therefore the level of sustainable cash generation; and Fitch's expectation that leverage will be at 3.5x or higher even if the company diverts all asset sale proceeds toward debt paydown, after offsetting around $400 million in negative FCF expected in 2019. Fitch now expects EBITDA for ongoing operations to be around $1 billion in 2019 - modestly lower than management's $1.1 billion guidance - and improve only modestly thereafter assuming sales stabilize. The ratings also reflect risks associated with the business divestitures, including the inability to sell businesses at targeted multiples (with proceeds now expected to be $9 billion versus $10 billion) due to weakness in those businesses or concerns about an economic slowdown. Spectrum Brands, Inc.'s ratings (BB/Stable) reflect its diverse portfolio of strong brands across home improvement, pet, home and garden, and small appliances, which should provide low-single-digit revenue growth over time. The rating considers Spectrum's mid-teens EBITDA margin, consistent FCF generation and expectations that recent proceeds from assets sales will be utilized for debt reduction, resulting in gross leverage trending below 4.5x over time. ACCO Brands Corporation's ratings (BB/Stable) reflect the company's consistent FCF and reasonable leverage around low 3x given ongoing debt repayment post recent acquisitions. The ratings are constrained by secular challenges in the office products industry and channel shifts within the company's customer mix, as evidenced by recent results, as well as the risk of further debt-financed acquisitions. The company has taken steps over the last few years to manage costs given pressures on U.S. organic growth and has executed well on diversifying its customer base toward higher growth channels and international markets. Fitch expects EBITDA of $300 million-$320 million range and leverage in the 3x range over the next 24-36 months, absent further debt-financed acquisitions. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer The projections assume that all the announced divestitures take place and reflect normalized, ongoing operations. -- Revenue to decline to the low $8 billion range in 2019 from $8.6 billion in 2018. Fitch assumes organic sales growth to be in the negative low-to mid-single digits in 2019 and flat to modestly positive thereafter. -- Ongoing EBITDA to be around $1 billion in 2019 and increase modestly to $1.1 billion in 2021. This compares with reported EBITDA of $2.5 billion in 2017 prior to the business divestitures. -- Operating cash flow to be around $400 million, assuming cash taxes and restructuring charges of around $200 million each. -- Capex to be around $375 million to $400 million and dividends expected to be flat at around $0.92 per share or around $400 million in total for 2019. -- FCF (after dividends) expected is to be around negative $400 million in 2019 after a negative $139 million in 2018. FCF could be flattish to modestly negative thereafter on an annual basis, barring material cash restructuring charges and working capital swings. -- Total debt/EBITDA would be at 3.5x or higher in 2019/2020 assuming management allocates a majority or all of the proceeds from assets sales towards debt paydown, after offsetting negative FCF. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Sales stabilizing and growing positive low-single digits that would drive EBITDA above $1.3 billion with EBITDA margins in the mid-teens and generating positive FCF on a sustained basis. The company would also need to drive leverage sustainably in the low 3x through debt reduction. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Inability to reverse sales and EBITDA declines and/or pay down an adequate amount of debt so that leverage (gross debt/EBITDA) trends above 4.0x. LIQUIDITY As of December 31, 2018, Newell maintained $496 million cash on hand and a $1.25 billion of undrawn committed, unsecured revolving credit facility (RCF) that expires in January 2022. Net availability under the RCF was approximately $1.2 billion (after netting out outstanding letters of credit). There was no CP outstanding. In addition, Newell has a $950 million account receivable securitization facility that matures in October 2019 and at Dec. 31, 2018, there were no borrowings under this facility. RECOVERY CONSIDERATIONS Fitch does not employ a waterfall recovery analysis for issuers assigned ratings in the 'BB' category. The further up the speculative grade continuum a rating moves, the more compressed the notching between the specific classes of issuances becomes. Newell's capital structure is unsecured, including its revolver and notes. As a result, Fitch has assigned 'BB+'/'RR4' ratings across Newell's capital structure, indicating average (31%-50%) recovery prospects. FULL LIST OF RATING ACTIONS Fitch has downgraded Newell's ratings as follows: -- Long-Term Issuer Default Rating (IDR) to 'BB+' from 'BBB-'; -- Senior unsecured $1.25 billion credit facility to 'BB+'/'RR4' from 'BBB-'; -- Senior unsecured notes to 'BB+'/'RR4' from 'BBB-'; -- Short-Term IDR to 'B' from 'F3'; -- CP to 'B' from 'F3'. The Rating Outlook is Stable. OMNIL CORPORATION: Seeks to Hire Boyer Terry as Counsel ------------------------------------------------------- Omnil Corporation seeks authority from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Boyer Terry LLC, as counsel to the Debtor. Omnil Corporation requires Boyer Terry to: a. give the Debtor legal advice with respect to the powers and duties of Debtor-in-Possession in the continued operation of the business and management of the Debtor's property; b. prepare on behalf of the Debtor, as Debtor-in-Possession, necessary applications, motions, answers, reports, and other legal papers; c. continue existing litigation, to which the Debtor-in- Possession may be a party and conduct examinations incidental to the administration of their estates; d. take any and all necessary action necessary to the proper preservation and administration of the Debtor's estate; e. assist the Debtor-in-Possession with the preparation and filing of the Statement of Financial Affairs and schedules and lists as are appropriate; f. take whatever action is necessary with reference to the use by the Debtor of its property pledged as collateral, to preserve the same for the benefit of the Debtor and secured creditors in accordance with the requirements of the Bankruptcy Code; g. assert all claims the Debtor have against the third parties; h. assist the Debtor in connection with claims for taxes made by governmental units; and i. perform all other legal services for the Debtor as Debtor- in-Possession that may be necessary. Boyer Terry will be paid at these hourly rates: Attorneys $300 to $340 Paralegals $100 Boyer Terry will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher W. Terry, a partner at Boyer Terry LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Boyer Terry can be reached at: Christopher W. Terry, Esq. BOYER TERRY LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: (478) 742-6481 Fax: (770) 200-9320 E-mail: chris@boyerterry.com About OMNIL Corporation OMNIL Corporation, d/b/a M & M Food Mart, operates a frozen food retail store in Leesburg, Georgia. OMNIL Corporation, based in Leesburg, GA, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 19-10117) on Jan. 31, 2019. In the petition signed by Nita B. Patel, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Christopher W. Terry, Esq., at Boyer Terry LLC, serves as bankruptcy counsel to the Debtor. PAIN MEDICINE: March 21 Plan Confirmation Hearing ------------------------------------------------- A hearing to consider confirmation of the Chapter 11 plan filed by The Pain Medicine and Rehabilitation Center, P.C., and any objection or modification to the plan will be held on March 21, 2019, at 2:00 PM EDT. Any objection to the confirmation of the plan must be filed and served on or before March 18, 2019. Any ballot accepting or rejecting the plan must be delivered on or before March 8, 2019 to the plan proponent. About The Pain Medicine and Rehabilitation Center The Pain Medicine and Rehabilitation Center P.C. is a privately-held company in Jeffersonville, Indiana, categorized under Medical Centers. The Debtor filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 18-90472) on April 9, 2018, estimating under $1 million in assets and liabilities. The petition was signed by its president, Anthony Alexander, MD. The Debtor tapped Eric C. Redman, Esq., at Redman Ludwig, P.C., as its bankruptcy counsel; and Brand Law PLLC and Tanner & Associates, LLC as its special counsel. PAYLESS INC: S&P Lowers ICR to 'D' on Chapter 11 Bankruptcy Filing ------------------------------------------------------------------ U.S.-based discount footwear retailer Payless Inc. has filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. S&P Global Ratings lowered its issuer credit rating on the company to 'D' from 'CCC-'. S&P also lowered its issue-level rating on the company's $80 million first-lien tranche A-1 term loan to 'D' from 'CCC'. S&P said the '2' recovery rating is unchanged, indicating its expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. Additionally, S&P lowered its issue-level rating on the company's $200 million first-lien tranche A-2 term loan to 'D' from 'C'. The '6' recovery rating is unchanged, indicating S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "We expect to withdraw all of our ratings on Payless after 30 days," S&P said. The downgrade follows Payless' recent Chapter 11 bankruptcy filing in the U.S. Bankruptcy Court for the Eastern District of Missouri. The company intends to seek similar bankruptcy protection in the Ontario Superior Court of Justice in Toronto. Over the next few months, the company plans to shut down its online operations and close about 2,500 stores in North America while pursuing liquidation sales. PAYLESS SHOESOURCE: Gets Iinitial Stay Order Under CCAA ------------------------------------------------------- Payless ShoeSource Canada Inc. and Payless ShoeSource Canada GP Inc. sought and obtained an initial order from the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act. The Initial Order provides, among other things, a stay of proceedings until March 21, 2019, which may be extended by the Court from time to time. The protections and authorizations provided by the Initial Order were also extended to Payless ShoeSource Canada LP. Pursuant to the Initial Order, FTI Consulting Canada Inc. was appointed monitor of Payless Canada. Coinciding with the commencement of the CCAA proceeding in Canada, certain affiliates of the Payless Canada Entities, including Payless Holdings LLC and 26 other related debtors, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Missouri. For further information from Payless Holdings LLC on its US restructuring, please visit: https://www.payless.com/payless-restructure.html For additional information please contact the Monitor's hotline: FTI Consulting Canada Inc. TD Waterhouse Tower 79 Wellington Street West Suite 2010, P.O. Box 104 Toronto, Ontario M5K 1G8 Tel: 416 649 8096 Toll Free: 1 855 718 5255 Fax: 416 649 8101 Email: paylesscanada@fticonsulting.com Lawyers for Payless ShoeSource Canada Inc., Payless ShoeSource Canada GP Inc. and Payless ShoeSource Canada LP ("Payless Canada Entities"): Cassels Brock & Blackwell LLP Scotia Plaza 40 King Street West, Suite 2100 Toronto, ON M5H 3C2 Ryan Jacobs Tel: (416) 860-6465 Fax: (416) 640-3189 Email: rjacobs@casselsbrock.com Jane Dietrich Tel: (416) 860-5223 Fax: (416) 640-3144 Email: jdietrich@casselsbrock.com Natalie E. Levine Tel: (416) 860-6568 Fax: (416) 640-3207 Email: nlevine@casselsbrock.com Monique Sassi Tel: (416) 860-6572 Fax: (416) 642-7150 Email: msassi@casselsbrock.com Lawyers for Payless Holdings LLC and its debtor affiliates: Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036-6745 Ira Dizengoff Tel: (212) 872-1096 Fax: (212) 872-1002 Email: idizengoff@akingump.com Meredith Lahaie Tel: (212) 872-8032 Fax: (212) 872-1002 Email: mlahaie@akingump.com Kevin Zuzolo Tel: (212) 872-7471 Fax: (212) 872-1002 Email: kzuzolo@akingump.com Julie Thompson Tel: (202) 887-4516 Fax: (202) 887-4288 Email: julie.thompson@akingump.com Court-appointed Monitor: FTI Consulting Canada Inc. in its Capacity as Proposed Monitor TD South Tower 79 Wellington Street West Suite 2010, P.O. Box 104 Toronto, ON M5K 1G8 Greg Watson Tel: (416) 649-8077 Fax: (416) 649-8101 Email: greg.watson@fticonsulting.com Paul Bishop Tel: (416) 649-8100 Fax: (416) 649-8101 Email: paul.bishop@fticonsulting.com Jim Robinson Tel: (416) 649-8070 Fax: (416) 649-8101 Email: jim.robinson@fticonsulting.com Lawyers for the Court-appointed Monitor: Bennett Jones LLP 3400 One First Canadian Place P.O. Box 130 Toronto, ON M5X 1A4 Kevin Zych Tel: (416) 777-5738 Fax: (416) 863-1716 Email: zychk@bennettjones.com Sean Zweig Tel: (416) 777-6254 Fax: (416) 863-1716 Email: zweigs@bennettjones.com Aiden Nelms Tel: (416) 777-4642 Fax: (416) 863-1716 Email: nelmsa@bennettjones.com Payless -- http://www.payless.com/-- was founded in 1956 as an everyday footwear retailer. The Company is headquartered in Topeka, Kansas, but its operations span across Asia, the Middle East, Latin America, Europe, and the United States. Payless first traded publicly in 1962, and was taken private in a May 2012 leveraged buyout by Golden Gate Capital and Blum Capital Partners. PG&E CORPORATION: Sec. 341 Creditors' Meeting Set for March 4 ------------------------------------------------------------- The U.S. trustee overseeing the Chapter 11 case PG&E Corporation and Pacific Gas and Electric Company will hold a meeting of creditors on March 4, 2019 at 10:00 a.m. at the Phillip Burton Federal Building and U.S. Courthouse, 450 Golden Gate Avenue, 2nd Floor, California Conference Room, San Francisco, California 94102. The meeting may be continued or adjourned to a later date. If so, this website will be updated to reflect the later date. The debtors’ representative must attend the meeting to be questioned under oath. Creditors may attend, but are not required to do so. 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. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. PHUONG NAM VIETNAMESE: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Phuong Nam Vietnamese Restaurant, LLC, as of Feb. 19, according to a court docket. About Phuong Nam Vietnamese Restaurant Phuong Nam Vietnamese Restaurant, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. N.Y. Case No. 19-60132) on Jan. 31, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. Peter A. Orville, Esq., is the Debtor's bankruptcy attorney. PRAIRIE ECI: Fitch Gives First-Time 'BB-' IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has assigned a first-time Issuer Default Rating (IDR) of 'BB-' to Prairie ECI Acquiror, LP (Prairie) and a senior secured rating of 'BB-'/'RR2' to Priarie's proposed secured term loan offering. The 'RR2' indicates Fitch's expectation of superior recovery in the 71% to 90% range for the debt security in the event of default. The Rating Outlook is Stable. On Jan. 31, 2019, Tallgrass Energy, LP (TGE) announced that Blackstone Infrastructure Partners, LP (BIP) had entered into an agreement to acquire 100% of the membership interests in TGE's general partner (GP), and a 44% economic interest in TGE from management and TGE's current private equity owners, Kelso and EMG. BIP will hold the GP and the 44% economic stake with one or more affiliates of GIC Special Investments Pte. Ltd, the private equity arm of Singapore's sovereign wealth fund, which will be a minority investor. Subject to customary closing conditions, the BIP acquisition is expected to close by the end of 1Q19. Prairie is the special purpose vehicle set up to hold the GP interest in TGE. Prairie is expected to use proceeds from this term loan to partially fund this acquisition. Fitch rates TGE's operating subsidiary (and debt issuing entity) Tallgrass Energy Partners, LP (TEP; BBB-/Stable), which holds interest in TGE's operating assets. KEY RATING DRIVERS Significant Subordination: Distributions from Tallgrass are Prairie's sole source of earnings and cash flow to support its term loan. Fitch views Prairies cash flow stream as having no diversity and its obligations being significantly structurally subordinate to the operating needs at Tallgrass, any borrowings on TEP $2.25 billion revolving credit facility, TEP's existing $2.0 billion in senior unsecured notes, and any future operating subsidiary level borrowings. Fitch is concerned that if cash flow or profitability at Tallgrass is impaired for any reason, such as increased costs, counterparty performance, volume underperformance, etc., TGEs distributions could decline and pressure Prairie. Stable Distribution from Tallgrass: This structural concern is somewhat alleviated by Fitch's expectations for stable cash flow distributions up to Prairie. Fitch expects TGE to provide stable and modestly growing distribution to Prairie and its limited partner unit holders over the next several years. This distribution is supported Fitch expectation that Tallgrass will exhibit near-term cash flow and earnings stability as the vast majority of its revenue is both volume and commodity price insensitive. TEP and subsequently TGE is subject to a fair amount of re-contracting risk at its two main operating assets, Rockies Express Pipeline, LLC (REX) and Pony Express Pipeline (Pony) specifically, in 2019 and 2020. Favorable oil production fundamentals in the Bakken, Powder River (PRB), and Denver Julesburg (DJ) Basins suggest that TEP should be able to re-contract capacity at Pony at rates that help support stable cash flow and modest distribution growth at TGE. REX west-to-east re-contracting is expected to be more challenging, but Fitch expects REX to be able to re-contract open capacity at rates that help support revenue, cash flow, and distribution stability at REX to TGE and ultimately to Prairie. Elevated but Improving Leverage: Leverage on a stand-alone basis, defined as Prairie Debt to Distributions received from Tallgrass is expected to be between 3.5x and 4.0x in 2019. This leverage is expected to decline due to the cash flow sweep provisions and mandatory amortization in the term loan. These covenants will help Prairie delever, potentially significantly, over the life of the term loan. However, Fitch expects once leverage under the term loan reaches the 2.5x covenant threshold to allow for no excess cash flow sweep, leverage should remain between 2.0x to 2.5x for the balance of the life of the loan. Refinancing Risk: Refinancing is a longer-term concern for Prairie. While the term loan has some mandatory amortization and a cash flow sweep provision, Fitch does not expect full amortization by the maturity of the term loan. A refinancing or equity contribution will be needed to repay the maturing debt. Prairie could face unfavourable refinancing markets in seven years and/or an unwillingness by Prairies sponsors to inject further equity into Prairie or an inability to monetize its equity interests in TGE should there be operating issues or the dividend stream come under pressure and negatively impact Prairie's ability to service its debt. DERIVATION SUMMARY Prairie's ratings largely reflect the structural subordination the loan is expected to have to obligations at TGE, which is the sole provider of cash flow, in the form of equity distributions to Prairie. Fitch currently rates TGE operating subsidiary Tallgrass Energy Partners, LP's (TEP) long-term IDR 'BBB-'/Outlook Stable. Fitch believes that the default risk of Prairie stems from operating performance missteps or funding needs at TGE potentially leading TGE to decrease its distribution. As such, Fitch believes that the credit profiles of Prairie, TGE, and ultimately TEP are linked, but believes that the structural subordination the loan has TGE and TEP warrants a three notch separation between the IDRs consistent with how Fitch has approached other midstream holding company term loans where standalone leverage has exceeded 3.0x. Relative to similarly rated midstream holding company peers Prairie is expected to have initial leverage in line with GIP III Stetson (Stetson; BB-/Stable), but higher leverage than Equitrans Corp. (ETRN; BB/Stable). Fitch expects Prairie stand-alone leverage for 2019 of 3.8x in line with Stetson's stand-alone leverage in 2019 of approximately 3.5x. As mentioned above, ETRN's expected leverage is significantly lower at 1.3x for 2019. ETRN's leverage merits at least a one-notch higher rating than either Prairie or Stetson. Fitch expects standalone leverage at Prairie to be roughly 3.7x in 2019 dropping closer to 3.2x in 2020, and to below 3.0x in 2021 and beyond. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Distributions consistent with Fitch's base case forecast for TEP. - Amortization and cash flow sweep consistent with the proposed term loan terms. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Positive rating action at TEP. - Stand-alone debt to distributions below 3.0x on a sustained basis. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Negative rating action at TEP; - A decrease in distributions to Prairie from TGE; or increased leverage at Prairie that results in stand-alone leverage (Prairie Debt/Prairie EBITDA, with Prairie EBITDA equal to distributions received less any operating expenses) at or above 4.0x. LIQUIDITY Liquidity Adequate: Liquidity needs at Prairie are expected to be limited to interest payments and debt amortization. Fitch expects distributions from Tallgrass to be supportive of Prairies ability to meet its debt service obligations and its minimum debt service coverage ratio covenant of 1.1x. The term loan will require a six month rolling debt service reserve account in support of debt service needs, which will fall away at consolidated net leverage of 3.25x. FULL LIST OF RATING ACTIONS Fitch has assigned the following first-time ratings: Prairie ECI Acquiror LP -- Long-term Issuer Default Rating (IDR) 'BB-'; -- Senior Secured Term Loan 'BB-'/'RR2'. PRAIRIE ECI: Moody's Assigns 'B1' CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service assigned first time ratings to Prairie ECI Acquiror LP (Tallgrass HoldCo), including a B1 Corporate Family Rating (CFR) and B1-PD Probability of Default Rating (PDR). Moody's assigned a B1 rating to Tallgrass HoldCo's Senior Secured Term Facility (Term Loan). The ratings outlook is stable. Moody's also affirmed ratings for Tallgrass Energy Partners, LP (TEP), including its Ba2 CFR, Ba2-PD PDR and Ba3 senior unsecured rating. TEP's SGL-3 Speculative Grade Liquidity Rating and stable outlook are unchanged. TEP is 100% owned by Tallgrass Equity, LLC (Tallgrass Equity) which is a subsidiary of Tallgrass Energy (NYSE: TGE, unrated), a publicly traded master limited partnership. Affiliates of Blackstone Infrastructure Partners, a division of Blackstone (NYSE: BX) entered into a definitive agreement with affiliates of Kelso & Co., The Energy & Minerals Group and Tallgrass KC, LLC (an entity owned by certain members of TGE's management) to acquire 100% of the membership interests in TGE's general partner, as well as an approximately 44% economic interest in Tallgrass Equity for a total cash consideration of approximately $3.3 billion. Affiliates of GIC, Singapore's sovereign wealth fund, will be a minority investor in the transaction. Blackstone's and GIC's interests will be held in newly created Tallgrass HoldCo entities and the $3.3 billion purchase will be partially financed with a $1.155 billion Term Loan facility. "The transaction will raise the Tallgrass family leverage on a consolidated basis as Tallgrass Holdco's only source of debt service will be cash dividends from Tallgrass Equity. However, modestly improved cash flow prospects at TEP and potential deleveraging at Tallgrass HoldCo through an excess cash flow sweep will return the consolidated financial leverage to a more reasonable level. The Tallgrass family will potentially benefit from many cash flow accretive projects that are in progress," commented Sreedhar Kona, Moody's senior analyst. "Tallgrass HoldCo's ratings reflect the entity's subordinated position relative to TEP's existing secured revolver debt and unsecured notes, and potential future indebtedness." Debt List: Assignments: Issuer: Prairie ECI Acquiror LP - Probability of Default Rating, Assigned B1-PD - Corporate Family Rating, Assigned B1 - Senior Secured Bank Credit Facility, Assigned B1 (LGD4) Affirmations: Issuer: Tallgrass Energy Partners, LP - Probability of Default Rating, Affirmed Ba2-PD - Speculative Grade Liquidity Rating, Affirmed SGL-3 - Corporate Family Rating, Affirmed Ba2 - Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5) Outlook Actions: Issuer: Prairie ECI Acquiror LP - Outlook, Assigned Stable Issuer: Tallgrass Energy Partners, LP - Outlook, Remains Stable RATINGS RATIONALE Tallgrass HoldCo's B1 CFR, two notches below TEP's Ba2 CFR, captures its moderate stand-alone financial leverage and structural subordination of its debt to TEP's existing and future indebtedness. Additionally, Tallgrass HoldCo is constrained by its reliance on a single stream of cash flow in the form of dividends from Tallgrass Equity. Based on TGE's annualized fourth quarter 2018 dividends Tallgrass HoldCo's financial leverage at year-end 2018 will be 4.5x. Moody's projects this ratio to be below 4x at year-end 2019, partly due to potentially increased cash flow at Tallgrass Equity and partly due to some debt reduction through 2019 at Tallgrass HoldCo. The proposed Senior Secured Term Loan with a seven year maturity is the only class of debt in Tallgrass HoldCo's capital structure and is therefore rated B1, the same as Tallgrass HoldCo's CFR. TEP's Ba2 CFR reflects its predominantly interstate pipeline asset base with cash flow from long-term firm transportation contracts, earnings diversification and moderate leverage. Pony Express Pipeline (PONY) positions itself as a competitive crude oil transportation option with access to Bakken Shale, DJ Basin and Powder River Basin (PRB) production as well as access to downstream refineries and the Cushing oil storage hub. PONY's contract extension with Continental Resources, Inc. (Ba2 positive) and other developments such as construction of the Iron Horse pipeline to transport crude oil produced in PRB significantly improve the recontractability of PONY's capacity post-2020. TEP's ownership in Rockies Express Pipeline LLC (REX) adds to the EBITDA stability given REX's contractual cash flow and access to natural gas supply basins in the Rockies and Appalachian regions. TEP is constrained by the reliance of PONY and REX on primarily "supply-push" E&P customers, and the uncertainty around cash flow post 2020, when a significant number of the PONY's transportation contracts expire. TEP's debt/EBITDA (inclusive of REX's pro-rata share and Moody's standard adjustments) ranges from 4x to 5x from 2019-20. If the post-2020 contractual cash flow risk is not further mitigated, this ratio will be close to 5x post-2020 due to the expiration of PONY's contracts. Combined with Tallgrass HoldCo's term loan debt, the corresponding consolidated financial leverage will be approximately 6x. TEP's $2 billion senior unsecured notes are rated Ba3, one notch below the Ba2 CFR, in accordance with Moody's Loss Given Default Methodology, reflecting the notes' effective subordination to the $2.25 billion senior secured revolving credit facility (unrated). Moody's expects Tallgrass HoldCo will maintain adequate liquidity. Tallgrass HoldCo's sole cash flow stream is the dividends it receives from its 44% LP interest in TGE. Moody's expects Tallgrass HoldCo's share of dividends to adequately cover its debt service requirement. The Term Loan has amortization of 1% per annum, paid quarterly, as well as a required excess cash flow sweep. Tallgrass HoldCo is required to maintain a debt service coverage ratio in excess of 1.1x; Moody's expects Tallgrass HoldCo to be in compliance with this covenant. Moody's expects TEP will maintain adequate liquidity as reflected by its SGL-3 rating. The company has a $2.25 billion senior secured revolving credit facility that matures in June 2022. As of December 31, 2018, TEP had $1.224 billion outstanding under the revolving credit facility. Moody's expects that the company will rely significantly on its revolver as a source of funding while maintaining minimal cash balances. The revolving credit facility contains three financial covenants including a maximum debt / EBITDA of 5.5x, a senior secured leverage covenant of 3.75x, and a minimum EBITDA / interest of 2.5x. Moody's expects the company will remain in compliance with these covenants. TEP's stable outlook reflects Moody's view of TEP's ability to re-contract a significant portion of PONY's post-2020 uncontracted capacity to help the company maintain its cash flow vis-a-vis its debt burden. Tallgrass HoldCo's outlook is stable, consistent with TEP's outlook given its reliance on TGE's dividends to service its debt obligations. TEP's ratings could be considered for an upgrade if TEP can mitigate the post-2019 cash flow risk by re-contracting a significant portion of post-2019 capacity at REX and PONY while maintaining the stand-alone debt to EBITDA ratio at TEP below 4.5x and below 5x on a consolidated basis including debt at Tallgrass HoldCo. Tallgrass HoldCo's ratings could be considered for an upgrade only if TGE's ratings were upgraded, given Tallgrass HoldCo's structural subordination to TEP's debt. TEP's ratings could be downgraded if TEP's stand-alone debt to EBITDA ratio is expected to rise above 5.5x and above 6.5x on a consolidated basis or if there is significant deterioration in customer credit quality. Tallgrass HoldCo's ratings could be considered for a downgrade if TEP's ratings were downgraded or if TEP were to issue subordinated debt or preferred stock that would structurally prime Tallgrass HoldCo's Term Loan. Tallgrass Holdco's ratings could also be downgraded if its stand-alone debt to EBITDA rises above 5x. The principal methodology used in these ratings was Midstream Energy published in December 2018. TEP provides crude oil transportation, natural gas transportation and storage, processing and water business services for customers in the Rocky Mountain, Appalachian and Midwest regions of the United States. TEP's operating segments consist of crude oil transportation, natural gas transportation, gathering, processing and terminalling. PUERTO RICO: 1st Cir. Upholds Dismissal of Title III Proceedings ---------------------------------------------------------------- The U.S. Court of Appeals for the First Circuit reverses the district court's ruling that the members of the Financial Oversight and Management Board created by PROMESA ("Board Members") were appointed in compliance with the U.S. Constitution's Appointments Clause. The district court's denial of appellants Aurelius Investment, LLC, et al.'s motions to dismiss the Title III proceedings, however, is affirmed. This matter arises from the restructuring of Puerto Rico's public debt under the 2016 Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). This time, however, the Court is not tasked with delving into the intricacies of bankruptcy proceedings. Instead, the Court is required to square off with a single question of constitutional magnitude: whether members of the Financial Oversight and Management Board created by PROMESA ("Board Members") are "Officers of the United States" subject to the U.S. Constitution's Appointments Clause. Title III of PROMESA authorizes the Board to initiate debt adjustment proceedings on behalf of the Puerto Rico government, and the Board exercised this authority in May 2017. Appellants seek to dismiss the Title III proceedings, claiming the Board lacked authority to initiate them given that the Board Members were allegedly appointed in contravention of the Appointments Clause. The Board Members' authority is exercised "pursuant to the laws of the United States." The Board Members trace their authority directly and exclusively to a federal law, PROMESA. That federal law provides both their authority and their duties. Essentially everything they do is pursuant to federal law under which the adequacy of their performance is judged by their federal master. And this federal master serves in the seat of federal power, not San Juan. The Board Members are, in short, more like Roman proconsuls picked in Rome to enforce Roman law and oversee territorial leaders than they are like the locally selected leaders that Rome allowed to continue exercising some authority. The United States makes two arguments in support of the district court's opinion and PROMESA's current appointments protocol that warrant our direct response at this point. First, the United States argues that historical precedent suggests the inapplicability of the Appointments Clause to the territories. Second, the United States contends that if we find for appellants, such a ruling will invalidate the present-day democratically elected local governments of Puerto Rico and the other unincorporated territories because the officers of such governments took office without the Senate's advice and consent. The Court rejects each argument in turn. The relevant historical precedents of which the Court is aware leads them to a different conclusion than that claimed by the United States. Furthermore, the United States fails to support its assertion with legislative history or other evidence establishing that Congress's largely consistent adherence to Appointments Clause procedures in appointing territorial officials was gratuitous. Lacking such an explanation, the Court believes it is more probable that Congress was simply complying with what the Constitution requires. Furthermore, that largely consistent compliance with Appointment Clause procedures in hundreds if not thousands of instances over two centuries belies any claim that adherence to those procedures impedes Congress's exercise of its plenary powers within the territories. Having concluded that the process PROMESA provides for the appointment of Board Members is unconstitutional, the Court is left to determine the relief to which appellants are entitled. Both Aurelius and the UTIER ask that the Court order dismissal of the Title III petitions that the Board filed to commence the restructuring of Commonwealth debt. In doing so, appellants suggest that the Court ought to deem invalid all of the Board's actions until today and that this case does not warrant application of the de facto officer doctrine. It would then be on a constitutionally reconstituted Board, they say, to ratify or not ratify the unconstitutional Board's actions. Appellants also request that the Court sever from 48 U.S.C. section 2121(e) the language that authorizes the Board Members' appointment without Senate confirmation. The Court holds that the present provisions allowing the appointment of Board Members in a manner other than by presidential nomination followed by the Senate's confirmation are invalid and severable. The Court does not hold invalid the remainder of the Board membership provisions, including those providing the qualifications for office and for appointment by the President with the advice and consent of the Senate. The Court reject appellants' invitation to dismiss the Title III petitions and cast a specter of invalidity over all of the Board's actions until the present day. To the contrary, the Court finds that application of the de facto officer doctrine is especially appropriate in this case. In sum, the Court holds that the Board Members (other than the ex officio Member) must be, and were not, appointed in compliance with the Appointments Clause. Accordingly, the district court's conclusion to the contrary is reversed. The Court directs the district court to enter a declaratory judgment to the effect that PROMESA's protocol for the appointment of Board Members is unconstitutional and must be severed. The Court affirms, however, the district court's denial of appellants' motions to dismiss the Title III proceedings. A copy of the Court's Decision dated Feb. 15, 2019 is available at: http://bankrupt.com/misc/prb17-03283-5151.pdf About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Kramer Levin Naftalis & Frankel LLP and Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $4.4 billion of GO Bonds, COFINA Bonds, and other bonds issued by Puerto Rico and other instrumentalities. White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, and Monarch Alternative Capital LP. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed an official committee of retirees and an official committee of unsecured creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. RCJM INC: Seeks Authorization to Use Cash Collateral ---------------------------------------------------- RCJM, Inc., d/b/a Union Auto & Truck Repair and Magic Auto Body, seeks authorization from the U.S. Bankruptcy Court for the Western District of New York to use cash collateral in the ordinary course of its business. Specifically, RCJM seeks authority to use the cash collateral subject to the Prepetition Liens on an emergency basis so as to meet basic operating costs and payroll obligations covering the period through the week of April 29, 2019. As of the Petition Date, RCJM was indebted to the following who hold or may claim an interest in cash collateral: (a) KeyBank, N.A. in the amount of approximately $26,000, which represents a line of credit account originally by First Niagara Bank, N.A. (which later merged into KeyBank, N.A.); (b) Evans Bank, N.A. in the amount of approximately $145,000, which represents a term loan account. RCJM submits that Evans Bank N.A. currently holds a valid and perfected second lien against all of RCJM’s personal property, including all proceeds; (c) Quarterspot, Inc. in the amount of approximately $33,000, which represents a term loan account. RCJM believes that Quarterspot, Inc. will claim that it currently holds a valid and perfected third lien against all of RCJM's personal property, including all proceeds; (d) Queen Funding LLC in the amount of approximately $18,697, which amount represents a financing agreement account. RCJM believes that Queen Funding LLC will claim that it currently holds a valid and perfected fourth lien against all of RCJM's personal property, including all proceeds; and (e) New York State Department of Taxation and Finance in the amount of approximately $22,500 for unpaid sales taxes incurred in 2018. RCJM submits that the NYS Tax Dep't. currently holds a valid and perfected fifth lien against all of RCJM's personal property, including all proceeds thereof. In exchange, the Debtor proposes granting Adequate Protection to holders of the Prepetition Liens in the form of roll-over or replacement liens providing security to the same extent and with respect to the same assets as served as collateral for the Prepetition Indebtedness, to the extent the cash collateral is actually used, without the need of any further recordation to perfect such liens or security interests. The Debtor will also provide KeyBank, N.A. and Evans Bank, N.A. with further Adequate Protection in the form of monthly cash payments in an amount equal to $527 and $2,340 per month, respectively, commencing Feb. 28, 2019. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/nywb19-10161-11.pdf About RCJM RCJM, Inc., d/b/a Union Auto & Truck Repair and Magic Auto Body, is a New York Corporation which operates as a licensed auto and truck repair shop and body collision shop, providing services primarily for governmental agencies and commercial customers. RCJM operates its business at 1560 Harlem Road, W-2, Cheektowaga, New York 14206. Richard Jones, holds a 100% percent shareholder interest in RCJM and is its President and sole director. RCJM voluntarily filed its petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-10161) on Jan. 31, 2019. The Hon. Carl L. Bucki is assigned to the case. RCJM is represented by counsel, Baumeister Denz LLP. RELMADA THERAPEUTICS: Cash Flows Raise Going Concern Doubt ---------------------------------------------------------- Relmada Therapeutics, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $7,129,310 on $0 of revenue for the three months ended Dec. 31, 2018, compared to a net loss of $1,427,350 on $0 of revenue for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $3,298,858, total liabilities of $1,864,177, and $1,434,681 in total stockholders' equity. Chief Executive Officer and Interim Chief Financial Officer Sergio Traversa states, "The Company incurred negative operating cash flows of $4,818,845 for the six months ended December 31, 2018 and accumulated deficit of $104,853,710 from inception through December 31, 2018. These conditions raise doubt as to the Company’s ability to continue as a going concern within one year after the date the financial statements are issued." A copy of the Form 10-Q is available at: https://is.gd/DJvfo0 Relmada Therapeutics, Inc., a clinical-stage biotechnology company, focuses on developing drugs to treat central nervous system (CNS) diseases and other disorders in the United States. Its lead product candidate, d-Methadone, is being developed as a rapidly acting, oral agent for the treatment of depression, neuropathic pain, and/or other potential CNS pathological conditions. The Company is also developing LevoCap ER, an extended release, abuse deterrent, proprietary formulation of the opioid analgesic levorphanol for the treatment of pain; BuTab ER, a formulation of oral, modified release buprenorphine for chronic pain and opioid dependence; and MepiGel, a proprietary topical dosage form of the local anesthetic mepivacaine for the treatment of painful peripheral neuropathies, such as painful diabetic neuropathy, postherpetic neuralgia, and painful HIV-associated neuropathy. Relmada Therapeutics, Inc. was founded in 2004 and is headquartered in New York, New York. RYNOX REALTY: Seeks to Hire Newark Firm as Counsel -------------------------------------------------- Rynox Realty, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ A Newark Firm, as counsel to the Debtor. Rynox Realty requires Newark Firm to represent and provide legal services to the Debtor in relation to the Chapter 11 bankruptcy proceeding. Newark Firm will be paid at these hourly rates: Attorneys $400 Paralegals $95 The Debtor paid Newark Firm a retainer of $6,711. Newark Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Newark, III, partner of A Newark Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Newark Firm can be reached at: Robert C. Newark, III, Esq. A NEWARK FIRM 1341 W. Mockingbird Lane, Ste 600W Dallas, TX 75247 Tel: (866) 230-7236 Fax: (888) 316-3398 E-mail: office@newarkfirm.com About Rynox Realty, LLC Rynox Realty, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 19-30474) on Feb. 4, 2019. The Debtor hired A Newark Firm, as counsel. SCHAEFER AMBULANCE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Schaefer Ambulance Services, Inc. 4627 Beverly Blvd. Los Angeles, Ca 90004 Business Description: Schaefer Ambulance Services, Inc. -- http://www.schaeferamb.com-- is an emergency medical services provider specializing in basic life support; paramedic; critical care; neonatal; event standbys; and other specialized medical services. The Company offers ground transport for hospitals, urgent care centers, convalescent homes, physicians, insurance companies, fire departments and private/public events. Schaefer Ambulance was founded by Walter Schaefer in 1932. Chapter 11 Petition Date: February 20, 2019 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 19-11809 Judge: Hon. Neil W. Bason Debtor's Counsel: Craig G. Margulies, Esq. MARGULIES FAITH LLP 16030 Ventura Blvd Ste 470 Encino, CA 91436 Tel: 818-705-2777 Fax: 818-705-3777 Email: Craig@MarguliesFaithlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Leslie Maureen McNeal, treasurer. 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/cacb19-11809.pdf SEABROOK DENTAL: Hires Private Practice as Business Broker ---------------------------------------------------------- Seabrook Dental Laboratory, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Private Practice Transitions, as business broker to the Debtors. Seabrook Dental requires Private Practice to assist the Debtors in the sale of Seabrook Dental Laboratory, LLC and the commercial property owned by Holbrook/Searight, LLC, located at 7125 224 th St SW, Edmonds, WA. Private Practice will be paid a commission of 10% of the total purchase value of the business and a fee of 6% of the real property total purchase value. Justin Farmer, partner of Private Practice Transitions, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Private Practice can be reached at: Justin Farmer PRIVATE PRACTICE TRANSITIONS Tel: (253) 509-9224 E-mail: info@privatepracticetransitions.com About Seabrook Dental Laboratory Seabrook Dental Laboratory, LLC -- https://www.seabrookdentallab.com/ -- is an independent, full service dental laboratory in Edmonds, Washington. Seabrook Dental offers the newest technology and dental prosthetic solutions to dentist clients. Seabrook Dental Laboratory filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 18-13499) on Sept. 6, 2018. In the petition signed by Timothy R. Holbrook, managing member, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Christopher M. Alston oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. SEARS HOLDINGS: Exclusive Plan Filing Period Extended to April 15 ----------------------------------------------------------------- Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York extended the period during which Sears Holdings Corporation and its affiliated debtors have the exclusive right to file a Chapter 11 plan through April 15, and to solicit acceptances for the plan through June 12. Sears Holdings will provide an update on the plan at the omnibus hearing scheduled for March 21, 2019. About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel and M-III Partners is serving as restructuring advisor. Aebersold, Managing Director, and Levi Quaintance, Vice President of Lazard Freres & Co. LLC serve as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on an official committee of unsecured creditors. Akin Gump Strauss Hauer & Feld LLP is counsel to the creditors' committee. FTI Consulting is financial advisor to the creditors' committee. Houlihan Lokey Capital, Inc., is providing investment banking services to the committee. SEITEL INC: S&P Cuts ICR to 'CCC-' as Liquidity Position Weakens ---------------------------------------------------------------- Seitel Inc. has yet to obtain needed financing to address the April 15, 2019, maturity of its $250 million senior unsecured notes. S&P Global Ratings on Feb. 20 lowered its issuer credit rating on U.S.-based Seitel to 'CCC-' from 'CCC+' due to the company's deteriorating liquidity position, catalyzed by its upcoming debt maturity. At the same time, S&P lowered its issue-level rating on the company's senior unsecured debt to 'CCC-' from 'CCC+'. The recovery rating remains '3', indicating meaningful (50% to 70%; rounded estimate: 50%) recovery in the event of a payment default. "We are placing the issuer and issue-level ratings on CreditWatch with developing implications, which reflects the uncertainty around the likelihood that Seitel will be able to refinance its upcoming debt maturity," S&P said. The downgrade reflects the deterioration of Seitel Inc.'s liquidity position as a result of the heightened risk that it will be unable to refinance its upcoming debt maturity amid the weak market conditions facing the oilfield services sector. Seitel has $250 million of senior unsecured notes that mature on April 15, 2019. While S&P expects the company will be able to repay a portion of this debt with cash available on the balance sheet, it believes there is now an elevated risk that it will not be able to obtain financing for the remaining portion of its debt, given the current weak market conditions facing the sector. As a result, Seitel may have to engage in alternative options, such as seeking a maturity extension or debt restructuring, which S&P would likely view as distressed and akin to default. S&P views Seitel's liquidity position as weak, given that its ratio of liquidity sources to liquidity uses is below 0.6x over the coming 12 months. The company had $81.5 million in cash and equivalents as of Sept. 30, 2018, and received about $40 million in proceeds from the sale of its Canadian business on Jan. 15, 2019. Seitel does not have a credit facility in place. The placement of the ratings on CreditWatch with developing implications reflects S&P's assessment of the heightened uncertainty about whether Seitel will be able to refinance its debt. If Seitel is unable to secure new financing, it faces a near-term liquidity crisis, which would increase the likelihood that it might engage in a distressed exchange or restructuring, which would likely result in S&P lowering its ratings further. On the other hand, if Seitel successfully refinances its upcoming debt maturity, most likely through a combination of cash and a partial refinancing, S&P could raise its ratings. Under this scenario, S&P believes Seitel would have to maintain a comfortable cash cushion on its balance sheet, or reinstate a credit facility, in order to improve its liquidity position to a level S&P deems to be appropriate. S&P expects to resolve the CreditWatch placement upon the conclusion of the refinancing process. Houston, Texas-based Seitel Inc. is a provider of onshore and offshore seismic data acquisition, licensing, and processing services to the oil and gas industry. The company is 100% owned by Centerbridge Partners L.P. SHREEDEVI AA: Revises Treatment of Herring Bank Claims ------------------------------------------------------ Shreedevi AA Corporation filed an amended disclosure statement explaining its Chapter 11 plan to revise its treatment of the Allowed Claims of Herring Bank. Class 5 Claimant (Allowed Claims of Herring Bank) is impaired and will be satisfied as follows: The Debtor executed a promissory note in favor of Herring Bank on April 29, 2013, in the original principal amount of $200,000. The First Note was secured by, among other things, a Deed of Trust of even date, securing the real property. On March 30, 2017, the Debtor executed that certain Promissory Note in favor of Herring in the original principal amount of $8,562.92. The Second Note was secured by that certain Commercial Security Agreement, UCC-1 Financing Statement and the Deed of Trust on the Property. On April 29, 2013 the Debtor executed that certain Real Estate Lien Note in favor of Herring in the original principal amount of $93,000. The Third Note was secured by that certain Deed of Trust of even date securing that certain real property located at 1601 Monroe Street, Wichita Falls, Texas as more fully described in the Deed of Trust. The Debtor believes the collateral securing the First Note, Second Note and Third Note is equal to the amounts on to Herring on the First Note, Second Note and Third Note. Herring shall retain its liens and all other provisions of the pre-petition loan documents of Herring shall remain in full force and effect except as modified by this Plan, until paid in full under this Plan. Debtor shall restructure the indebtedness to Herring as follows: a. First Note. Herring shall have an Allowed Claim on the First Note in the amount of $171,803.10. This amount shall be repaid commencing on the Effective Date in amortization of 240 months. The First Note shall be repaid as follows: The Debtor shall make 36 equal monthly payments commencing on April 1, 2019 through March 1, 2022 with interest at the rate of 5.95% per annum. On March 1, 2022, the interest rate applicable to the First Note will adjust to a rate equivalent to the then published Wall Street Journal (“WSJ”) Prime Rate plus 1%, however, this adjusted rate shall not be lower than 5.95%. The Debtor shall thereafter make 36 equal monthly payments at such adjusted interest rate for the monthly payments due from April 1, 2022 through March 1, 2025. On March 1, 2025, the interest rate applicable to the First Note will adjust to a rate equivalent to the then published WSJ Prime Rate plus 1%, however, this adjusted rate shall not be lower than 5.95%. The Debtor shall thereafter make 36 equal monthly payments at such adjusted interest rate for the monthly payments due from April 1, 2025 through March 1, 2028. On March 1, 2028, the interest rate applicable to the First Note will adjust to a rate equivalent to the then published WSJ Prime Rate plus 1%, however, this adjusted rate shall not be lower than 5.95%. The Debtor shall thereafter make 1 monthly payment at such adjusted interest rate for the monthly payment due on April 1, 2028. The Debtor shall then make 1 payment with interest at such adjusted interest rate on or before May 1, 2028 of all remaining principal and interest on the First Note. b. Second Note. Herring shall have an Allowed Claim on the Second Note in the amount of $8,652. This amount shall be repay repaid commencing on the Effective Date in 36 equal monthly payments with interest at the rate of 5.5% per annum, with the first payment due on April 1, 2019 and the last payment due on March 1, 2022. c. Third Note. Herring shall have an Allowed Claim on the Third Note in the amount of $78,087.21. The Debtor shall make 36 equal monthly payments commencing on April 1, 2019 through March 1, 2022 with interest at the rate of 5.95% per annum. On March 1, 2022, the interest rate applicable to the Third Note will adjust to a rate equivalent to the then published WSJ Prime Rate plus 1%, however, this adjusted rate shall not be lower than 5.95%. The Debtor shall thereafter make payments 36 equal monthly payments at such adjusted interest rate for the monthly payments due from April 1, 2022 through March 1, 2025. On March 1, 2025, the interest rate applicable to the Third Note will adjust to a rate equivalent to the then published WSJ Prime Rate plus 1%, however, this adjusted rate shall not be lower than 5.95%. The Debtor shall thereafter make 36 equal monthly payments at such adjusted interest rate for the monthly payments due from April 1, 2025 through March 1, 2028. On March 1, 2028, the interest rate applicable to the Third Note will adjust to a rate equivalent to the then published WSJ Prime Rate plus 1%, however, this adjusted rate shall not be lower than 5.95%. The Debtor shall thereafter make 1 monthly payment at such adjusted interest rate for the monthly payment due on April 1, 2028. The Debtor shall then make 1 payment at such adjusted rate on or before May 1, 2028, of all remaining principal and interest on the Third Note. Class 6 Claimants(Allowed Unsecured Creditors) are impaired and shall be satisfied as follows: All allowed unsecured creditors shall share pro rata in the unsecured creditors pool. The Debtor shall make monthly payments commencing on the Effective Date of $250 into the unsecured creditors' pool. The Debtor shall make distributions to the Class 6 creditors every 90 days commencing 90 days after the Effective Date. The Debtor shall make a payments until all Allowed unsecured claims are paid in full. The Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Amended Disclosure Statement dated February 11, 2019, is available at http://tinyurl.com/yyfnhuknfrom PacerMonitor.com at no charge. About Shreedevi AA Corporation Shreedevi AA Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-70202) on July 2, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Harlin Dewayne Hale presides over the case. Eric A. Liepens, P.C., serves as counsel to the Debtor. SOAPTREE HOLDINGS: Dispute Over Nev. Properties Delays Plan Filing ------------------------------------------------------------------ Soaptree Holdings LLC asked the U.S. Bankruptcy Court for the District of Nevada to extend the period during which it has the exclusive right to file a Chapter 11 plan through May 22, and to solicit acceptances for the plan through July 22. The extension, if granted by the court, would give the company more time to resolve its dispute with creditors over the value of properties in Las Vegas, Nevada, which it bought at foreclosure sales. Last month, Soaptree Holdings filed motions to conduct a valuation of the properties as a different creditor holds the first position lien against each property. In its motions, the company sought to bifurcate secured claims, strip the remaining junior liens off each property and reclassify those liens as general unsecured claims. Soaptree Holdings and the three secured creditors opposed to the proposed valuation have already agreed to continue the hearing on the motions to April 3. Establishing the values of these properties will give Soaptree Holdings a "true financial picture" of its assets and help the company structure its plan, according to its attorney, Ryan Andersen, Esq., at Andersen Law Firm, Ltd., in Las Vegas, Nevada. "The valuation of these properties will be instrumental in determining how creditors will be classified and the appropriate treatment each creditor should receive," Mr. Andersen said in a court filing. About Soaptree Holdings Soaptree Holdings LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-16378) on Oct. 24, 2018. Judge August B. Landis presides over the case. The Debtor tapped Andersen Law Firm, Ltd., as its legal counsel; and RPD Analytics, LLC as its appraiser and valuation expert. SOUTH CENTRAL: Seeks to Hire Nelson M. Jones III as Counsel ----------------------------------------------------------- South Central Houston Action Council d/b/a Central Care Integrated Health Services, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ the Law Office of Nelson M. Jones, as counsel to the Debtor. South Central requires Nelson M. Jones III to: a. assist the Debtor with the resolution of all contested claims; b. assist the Debtor with the proposing, prosecuting and consummating the plan of reorganization; c. advise the Debtor with regard to any litigation matters that exist or might arise prior to confirmation of the plan of reorganization; d. prepare all appropriate pleadings to be filed in the bankruptcy case; e. perform any other legal services that may be appropriate in connection with the reorganization case. Nelson M. Jones III will be paid at these hourly rates: Attorneys $300-$400 Paralegals $125-$150 Nelson M. Jones will also be reimbursed for reasonable out-of-pocket expenses incurred. Nelson M. Jones, III, partner of the Law Office of Nelson M. Jones, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Nelson M. Jones can be reached at: Nelson M. Jones, III, Esq. LAW OFFICE OF NELSON M. JONES 440 Louisiana Street, Suite 1575 Houston, TX 77002 Tel: (713) 236-8736 Fax: (713) 236-8990 E-mail: njoneslawfirm@aol.com About South Central Houston Action Council d/b/a Central Care Integrated Health Services South Central Houston Action Council d/b/a Central Care Integrated Health Services, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 19-30371) on Jan. 28, 2019. The Debtor hired the Law Office of Nelson M. Jones, as counsel. SPINE ORTHOPEDIC: March 26 Plan Confirmation Hearing ---------------------------------------------------- The Disclosure Statement explaining the Chapter 11 plan of Spine Orthopedic & Sports Physical Therapy Inc., is conditionally approved. The Court will consider whether to grant final approval of the Disclosure Statement and confirm the Plan at a hearing on March 26, 2019, at 10:00 a.m. The Confirmation Hearing will be held in Courtroom 601, at the U.S. Bankruptcy Court, 230 N. First Ave., Phoenix, AZ 85003. The objection must be filed by March 19, 2019. General Unsecured Claims (Class 5) are impaired. All allowed and approved claims under this Class shall be paid in full from all funds available for distribution. Interest in this Class shall not be paid unless required by law. It is anticipated that payments under this Class shall begin as of the effective date of the Confirmed Plan and shall increase over the life of the Plan. Secured Claim of Wells Fargo Bank (Class 2) are impaired. No claim filed Wells Fargo Bank is secured by a first position lien on the Debtor's real property as well as a properly recorded UCC-1 financing statement on all of the Debtor's assets. Pursuant to the Court approved Cash Collateral Stipulation, the amount owed, as of the Petition Date, was $674,557.59. The Debtor shall tender to Wells Fargo's attorney, the sum of $15,000.00 on or before April24, 2019. It is anticipated that these funds will be applied to the legal fees owed to Wells Fargo. The remaining secured claim, in the amount of $659,672.89, with interest at the rate of 5.070% per annum, shall be amortized over a 15 year period with payments of $6,266.92 per month. Payments shall be due on the 24th of each month beginning May 24, 2019 and the secured claim shall be fully due and payable on April 24, 2024. Secured Claims of Queen Creek Office Park Condo Assoc (Class 2B) are impaired. Claim No. 5 Creditor secured by a Condominium Association Lien against the Debtor's real property will be paid a secured claim in the amount of $18,135.52 in monthly installments until paid in full. Payments shall begin as of the effective date of the Confirmed Plan. This Class is impaired. The funds necessary for the satisfaction of all approved and allowed claims will be derived from the Debtor's income from its operations. A full-text copy of the Disclosure Statement dated February 11, 2019, is available at http://tinyurl.com/y3z4vcxtfrom PacerMonitor.com at no charge. About Spine Orthopedic & Sports Physical Therapy Inc. Spine Orthopedic & Sports Physical Therapy Inc. -- http://www.sosptinc.org/-- is a physical therapy clinic in Queen Creek, Arizona. Spine Orthopedic filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 18-07978) on July 6, 2018, estimating its assets at between $1,000,000 and $10 million, and its liabilities at between $1,000,000 and $10 million. Allan 1 Newdelman, Esq., at Allan D Newdelman PC, serves as the Debtor's bankruptcy counsel. Judge Paul Sala presides over the case. No official committee of unsecured creditors has been appointed in the Chapter 11 case. SPIRIT SPE: Public Auction Set for February 27 ---------------------------------------------- Pursuant to: (a) Section 9-610 of the Uniform Commercial Code as adopted in the State of New York, (b) the mortgage loan agreement dated as of Nov. 1, 2018, among Column Financial Inc. ("Column"), as mortgage lender, Column, as mortgage agent ("Mortgage Agent"), Spirit SPE Portfolio 2006-1 LLC, Spirit SPE 2006 Portfolio 2006-2 LLC, Spirit Portfolio 2006-3 LLC, SMTA Shopko Portfolio LLC ("Property Owner Borrowers"), as amended by the First Amendment and Joinder to loan agreement and omnibus amendment to loan documents dates as of Nov. 27, 2018, among Mortgage Lender, Mortgage Agent, property owner borrowers and SMTA Shopko Mortgage Pledgor LLC ("Mortgage Pledgor"), (c) the Mortgage Pledge and Security Agreement dated as of Nov. 27, 2018, made by Mortgage Pledgor, as pledgor, in favor of Mortgage Agent, as pledgee, (d) the Mezzanine Loan Agreement as of Nov. 27, 2018, among Column, as mezzanine lender, Column, as mezzanine agent, and (e) the Mezzanine Pledge and Security Agreement dated as of Nov. 27, 2018, made by Mezzanine Borrowers, as pledgor, in favor of Mezzanine Agent, as pledgee, the agent will offer on Feb. 27, 2019, at 1:00 p.m. (EST), at New York State Supreme Court - NY County, 60 Centre Street, New York, New York 10007, for sale to the public in two separate lots and auctions (i) right, title, and interest of in and to the limited liability company interests of Mezzanine borrowers, as pledgor, in mortgage pledgor and certain rights related to and (ii) right, title, and interest together with the Mezzanine Pledged Collateral and each as further describe and define in the pledge agreements. The pledge collateral is being sold on an "as is where is" basis pursuant to the following terms and conditions. All inquiries concerning the sale and the terms and conditions of the sale should be made to: Raniero D'Aversa, Esq. Partner Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street New York, NY 10019-6142 Tel: (212) 506-3715 Email: rdaversa@orrick.com -- and -- Kurt Altvater Senior Vice President CBRE 400 S. Hope Street, 25th Floor Los Angeles, CA 90071 Tel: (415) 772-0448 Email: kurtaltvater@cbre.com SURAL LAMINATED: Seeks Protection Under CCAA; PWC Named Monitor --------------------------------------------------------------- Sural Laminated Products of Canada Inc. and Sural Quebec Inc. filed petitions under the Companies' Creditors Arrangement Act. The Superior Court of Quebec granted the petition and issued an Initial Order pursuant to the CCAA on Feb. 11, 2019. The Debtors are now under the protection of the CCAA and the Initial Order provides for an initial stay of all proceedings until March 11, 2019 inclusively and appoints PricewaterhouseCoopers Inc. as monitor of the business and financial affairs of the Debtors. According to court documents, the Debtors are seeking relief under the CCAA, namely a stay of proceedings for an initial period of 30 days, to allow them to explore their options, engage in further discussions with key stakeholders such as employees, suppliers, government authorities, lenders and customers under the stability and guidance of a court-supervised process, and to generally pursue available options for the benefit of all stakeholders. Counsel for the Debtors: Norton Rose Fulbright Canada LLP Luc Morin Arad Mojtahedi Suite 2500 - 1 Place Ville Marie Montreal, Quebec H3B 1R1 Tel: (514) 847-4860 (514) 847-4582 Fax: (514) 514-286-5474 Email: luc.morin@nortonrosefulbright.com arad.mojtahedi@nortonrosefulbright.com Counsel for PricewaterhouseCoopers: Alain Riendeau Fasken Martineau DuMoulin LLP 800 Victoria Square, Suite 3700 P.O. Box 242 Montreal, QC H4Z 1E9 Tel: +1 514 397 7678 Email: ariendeau@fasken.com The initial order and other documents in respect to the CCAA proceedings may be accessed from the Monitor's website at https://www.pwc.com/ca/sural Sural Laminated Products of Canada Inc. and Sural Quebec Inc.are part of a privately-owned global group of companies ultimately owned by Dr. Alfredo Riviere which operates four rod mills in the aluminum sector and one aluminum rod trading company. SYNTHESIS ENERGY: Substantial Doubt Exists for Going Concern Doubt ------------------------------------------------------------------ Synthesis Energy Systems, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1,592,000 on $0 of revenues for the three months ended Dec. 31, 2018, compared to a net loss of $19,000 on $77,000 of revenues for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $10,481,000, total liabilities of $7,712,000, and $2,769,000 in total stockholders' equity. The Company states, "As of December 31, 2018, we had $3.4 million in cash and cash equivalents and a negative $3.0 million in working capital. The negative working capital is primarily due to the reclassification of the Senior Secured Debentures (the "Debentures") from a noncurrent to a current liability in connection with the technical default. In addition to the cash and cash equivalents, we have approximately another $0.1 million in Chinese bank acceptance notes, which are similar to certificates of deposit, and have maturity dates greater than 90 days but less than one year. "As of February 13, 2019, we had $2.9 million in cash and cash equivalents. In addition to the cash and cash equivalents, we have approximately another $0.1 million in Chinese bank acceptance notes, which are similar to certificates of deposit, and have maturity dates greater than 90 days but less than one year. Of the $2.9 million in cash and cash equivalents, $1.6 million resides in the United States or easily accessed foreign countries and approximately $1.3 million resides in China. "In the quarter ended December 31, 2018, we undertook additional steps to reduce our overhead expenses through the termination of certain technology and administrative employees and other reductions associated with office rental and professional fees. "As part of our overall strategy, to the extent possible, we intend to (i) support AFE and SEE in those endeavors to develop energy, chemicals and resource projects where we would own an earned or carried equity interest in the project; (ii) monitor support and facilitate our minority ownership in BFR in order to realize the financial value through dividend income or other means; (iii) work to recover cash and monetize our Yima Joint Venture and TSEC Joint Venture operations; and (iv) taking any additional steps to utilize our existing cash reserves in the most financially productive mean possible. "We are undertaking strategies to improve our financial position and preserve our available cash to allow more time to realize the value we believe is in our assets, such as Batchfire Resources Pty Ltd ("BFR"), the Pentland coal resource and AFE. These strategies include the evaluation of a full range of financing, restructuring and strategic alternative options which may help us more fully realize the value in those assets. In addition, we are undertaking further expense reductions which we expect to be realized over the remainder of calendar year 2019 and we are undertaking the necessary steps to transfer funds currently in our Chinese bank accounts to our U.S. based bank account in order to improve our available working capital. We may also divest assets such as our Yima Joint Venture, our TSEC Joint Venture and our technology. "We believe that with the strategies above, we can continue to operate for the next nine months while we continue to work to transfer our funds currently in China to the U.S. in the most efficient manner. Based on the uncertainty of our plans to improve our financial position, our historical negative operating cash flows, our continued limited cash inflows and the potential uncertainties regarding transferring our funds from China to the U.S., there is substantial doubt about the Company's ability to continue as a going concern, as disclosed in our prior periodic reports. "We currently plan to use our available cash for: (i) evaluation and implementing financing, divestitures and strategic restructuring options; (ii) paying the interest related to the Debentures; and (iii) working capital for general corporate and administrative expenses. "We currently have very limited financial and human resources to fully implement our plans and due to employee resource reductions, we have limited technology delivery capabilities. We can make no assurances that AFE, SEE and our other business operations including any potential return from BFR will provide us with sufficient and timely cash flows to continue our operations. "We are seeking to improve our financial position and we may choose to raise additional capital through alternatives such as equity and debt financing, divesting certain assets such as our interests in our Yima Joint Venture, our TSEC Joint Venture, and our technology, and/or restructuring the Company. We cannot provide any assurance that any of these alternatives will be available to us in the future on acceptable terms or at all. Any such alternative could be dilutive to our existing stockholders and debtholders. If we cannot raise required funds on acceptable terms, we may further substantially reduce our expenses and we may not be able to, among other things, (i) sustain our general and administrative expenses; (ii) fund certain obligations as they become due including license fees and other vendor payments; (iii) respond to unanticipated capital requirements; or (iv) repay our indebtedness. In addition, we may be forced to seek relief to avoid or end insolvency through other proceedings including bankruptcy." A copy of the Form 10-Q is available at: https://is.gd/dz4yDO Synthesis Energy Systems, Inc., an energy company, focuses on generating clean, energy from low-cost and low-grade coal, biomass, and municipal solid waste through its technology for conversion of these resources into a clean synthesis gas and methane. Its technology enables the production of clean, low-cost power, industrial fuel gas, chemicals, fertilizers, transportation fuels, and substitute natural gas, replacing expensive natural gas-based energy. Synthesis Energy Systems, Inc. was founded in 2003 and is headquartered in Houston, Texas. TELE CIRCUIT NETWORK: Hires Bedard Law as Special Counsel --------------------------------------------------------- Tele Circuit Network Corporation seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Bedard Law Group, PC, as special litigation counsel to the Debtor. Tele Circuit Network requires Bedard Law to assist the Debtor and provide legal representation in relation to a pending civil action between the Debtor and Robert A. Doane in the U.S. District Court of Massachusetts, assigned Civil Action No. 1:17-CV-11774-MPK, in which Robert A. Doane asserted a number of separate claims for damages arising from allegations that the Debtor illegally used Robert A. Doane's cellphone number while engaging in unlawful telemarketing campaign. Bedard Law will be paid at the hourly rate of $345. Bedard Law will be paid a retainer in the amount of $10,000. Bedard Law will also be reimbursed for reasonable out-of-pocket expenses incurred. John H. Bedard, Jr., partner of Bedard Law Group, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bedard Law can be reached at: John H. Bedard, Jr., Esq. BEDARD LAW GROUP, PC 4855 River Green Parkway, Suite 310 Duluth, GA 30096 Tel: (678) 253-1871 About Tele Circuit Network Corporation Tele Circuit Network Corporation provides telecommunications services. It offers consumers prepaid home phone plans, various prepaid service plans, easy-to-use calling features and customer service. The company was founded in 2003 with its head office located in Duluth, Georgia. Tele Circuit Network sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-60777) on June 28, 2018. In the petition signed by CEO Ashar Syed, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Wendy L. Hagenau presides over the case. Edward F. Danowitz, Esq. at Danowitz Legal, P.C., and Paul R. Marr, Esq., serve as the Debtor's counsel. Bedard Law Group, PC, is special litigation counsel. THINGS REMEMBERED: Hires Prime Clerk as Claims and Noticing Agent ----------------------------------------------------------------- Things Remembered, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC, as claims and noticing agent to the Debtors. Things Remembered requires Prime Clerk to: (a) assist the Debtor with the preparation and distribution of all required notices and documents in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtor and/or the Court, including: (i) notice of any claims bar date, (ii) notice of any proposed sale of the Debtor's assets, (iii) notices of objections to claims and objections to transfers of claims, (iv) notices of any hearings on a disclosure statement and confirmation of any plan of reorganization, including under Bankruptcy Rule 3017(d), (v) notice of the effective date of any plan, and (vi) all other notices, orders, pleadings, publications and other documents as the Debtor, Court, or Clerk may deem necessary or appropriate for an orderly administration of this chapter 11 case; (b) maintain an official copy of the Debtor's schedules of assets and liabilities and statements of financial affairs (collectively, the "Schedules"), listing the Debtor's known creditors and the amounts owed thereto; (c) maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party-in-interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) days of service which includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; (g) process all proofs of claim received, including those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim in a secure area; (h) maintain the official claims register (the "Claims Register") on behalf of the Clerk; upon the Clerk's request, provide the Clerk with a certified, duplicate unofficial Claims Register; and specify in the Claims Register the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the address for payment, if different from the notice address; (v) the amount asserted, (vi) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), and (vii) any disposition of the claim; (i) provide public access to the Claims Registers, including complete proofs of claim with attachments, if any, without charge; (j) implement necessary security measures to ensure the completeness and integrity of the Claims Register and the safekeeping of the original claims; (k) record all transfers of claims and provide any notices of such transfers as required by the Bankruptcy Code; (l) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Prime Clerk, not less than weekly; (m) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's review upon the Clerk's request); (n) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; (o) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (p) assist in the dissemination of information to the public and respond to requests for administrative information regarding this chapter 11 case as directed by the Debtor or the Court, including through the use of a case website and/or call center; (q) monitor the Court's docket in this chapter 11 case and, when filings are made in error or containing errors, alert the filing party of such error and work with them to correct any such error; (r) if this chapter 11 case is converted to a case under chapter 7 of the Bankruptcy Code, contact the Clerk's office within three (3) days of notice to Prime Clerk of entry of the order converting the case; (s) thirty (30) days prior to the close of this chapter 11 case, to the extent practicable, request that the Debtor submit to the Court a proposed order dismissing Prime Clerk as claims, noticing, and solicitation agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of this chapter 11 case; (t) within seven (7) days of notice to Prime Clerk of entry of an order closing this chapter 11 case, provide to the Court the final version of the Claims Register as of the date immediately before the close of the case; (u) at the close of these chapter 11 cases: (i) box and transport all original documents, in proper format, as provided by the Clerk, to (A) the Philadelphia Federal Records Center, 14700 Townsend Road, Philadelphia, PA 19154, or (B) any other location requested by the Clerk; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived claims; Prime Clerk will be paid at these hourly rates: Director of Solicitation $210 Solicitation Consultant $190 COO and Executive VP No charge Director $175-$195 Consultant/Senior Consultant $65-$165 Technology Consultant $35-$95 Analyst $30-$45 Prime Clerk will be paid a retainer in the amount of $50,000. Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Benjamin J. Steele, partner of Prime Clerk LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prime Clerk can be reached at: Benjamin J. Steele PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY10022 Tel: (212) 257-5450 E-mail: bsteele@primeclerk.com About Things Remembered, Inc. Things Remembered, Inc., along with affiliates, are multi-channel personalized apparel and accessory retailers. Their retail approach focuses on customized gifts for milestone occasions such as weddings, birthdays, holidays, and graduations. The Company offers their merchandise through their catalog, e-commerce website, and approximately 400 stores in shopping malls throughout the United States and Canada. They are headquartered in Highland Heights, Ohio. Things Remembered, along with two affiliates filed for Chapter 11 bankruptcy (Bankr. D.Del. Case No. 19-10234) on Feb. 6, 2019. In the petitions signed by CRO Robert J. Duffy, the Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Kevin Gross oversees the Debtors' cases. Landis Rath & Cobb LLP serves as the Debtors' local bankruptcy counsel and Kirkland & Ellis LLP serves as general bankruptcy counsel. Berkeley Research Group, LLC serves as restructuring advisor to the Debtors; Stifel, Nicolaus & Co., Inc. and Miller Buckfire & Co., Inc. as financial advisor and investment banker; and Prime Clerk, LLC as notice and claims agent. Davies Ward Phillips & Vineberg LLP serves as acting Canadian counsel. * * * The Debtors have a stalking horse bid from Enesco LLC, an international giftware business that is a portfolio company of Balmoral Funds LLC. The stalking horse bid is for $17.5 million in cash, subject to post-closing adjustments, and includes a $3 million earnest money deposit. TIVITY HEALTH: Moody's Assigns 'B1' CFR & Rates Secured Loans 'B1' ------------------------------------------------------------------ Moody's Investors Service assigned a B1 Corporate Family Rating (CFR) and a B1-PD Probability of Default Rating to Tivity Health, Inc. At the same time, Moody's assigned B1 (LGD4) ratings to the company's proposed credit facilities. These include a $125 million senior secured revolving credit facility, a $400 million senior secured term loan A, and a $780 million senior secured term loan B. Moody's also assigned a Speculative Grade Liquidity Rating at SGL-1. Tivity will use proceeds from the term loans as well as $156 million common equity to acquire Nutrisystem, Inc. for $1.3 billion. Proceeds will also be used to refinance existing debt and to pay fees and expenses. The rating outlook is stable. The B1 ratings on the senior secured credit facilities, including the revolver and term loans, are the same as the CFR as they represent the preponderance of debt in the capital structure. Ratings Assigned: Tivity Health, Inc. Corporate Family Rating at B1 Probability of Default at B1-PD $125 million Gtd. senior secured revolving credit facility expiring 2024 at B1 (LGD4) $400 million Gtd. senior secured term loan A due 2024 at B1 (LGD4) $780 million Gtd. senior secured term loan B due 2026 at B1 (LGD4) Speculative Grade Liquidity Rating at SGL-1 The rating outlook is stable. RATINGS RATIONALE The B1 CFR reflects Tivity's high financial leverage that Moody's estimates will be at about 5.0x debt/EBITDA following close of the transaction. The rating also reflects significant execution risk as the acquisition of Nutrisystem will double the company's revenues. It also reflects revenue concentration that the company's Silver Sneaker program has to large health insurance companies which reimburse it for its services. The loss of one or more of these payors would be a material headwind to its overall sales growth. Further, this transaction adds a high level of cyclicality and seasonality to Tivity Health that is not currently in existence. Typically cash flows from Nutrisystem are stronger in the first quarter of the year as more consumers attempt to lose weight following the holiday season. Cash flows steadily decline throughout the year as consumers' focus on weight loss diminishes. The rating is supported by Tivity's leading market position in fitness and health improvement programs for older adults, through its Silver Sneakers brand, as well as weight management products through its Nutrisystem brand. Silver Sneakers is a leading fitness program specifically designed for older adults, offered through Medicare Advantage and Medicare Supplement plans. Hence, for the Silver Sneakers program, Tivity is paid by health insurance companies that offer Medicare Advantage programs. An increasing number of seniors are turning 65 in the US, and are signing up and tapping into Medicare Advantage programs. This will provide the company with good growth potential as the pool of individuals eligible to participate in the Silver Sneakers programs increases. Nutrisystem provides weight management products and services in the U.S. Under the Nutrisystem brand programs include portion-controlled pre-packaged versions of traditional American food, as well as digital tools, and counseling over the phone. The company also offers the South Beach diet, which is a high protein, low carbohydrate, keto friendly weight loss program. Both programs offer the convenience of food that is largely ready to eat for people on the go. That said, at about $300 per month, these programs can also be expensive and demand for these products and services can be negatively impacted in an economic downturn. The SGL-1 Speculative Grade Liquidity Rating reflects Moody's view that Tivity's liquidity will be excellent in the year ahead. Moody's projects that the company will be able to fund its obligations from internally generated cash. The stable outlook reflects Moody's expectation that Tivity's financial leverage will remain high over the next year, but will decline over time through a combination of earnings growth and debt repayment. It also reflects the rating agency's expectation that Tivity will continue to generate solid free cash flow and maintain excellent liquidity. The ratings could be downgraded if Tivity experiences significant operational disruption, or if Silver Sneakers fails to offset the loss of significant health insurance payors with new customers. Ratings could also be downgraded if debt/EBITDA is sustained above 5.0x, or if liquidity deteriorates. The ratings could be upgraded if Tivity successfully integrates Nutrisystem, continues to increase membership at Silver Sneakers, and acquires new customers at Nutrisystem. Additionally, debt/EBITDA would need to be sustained below 4.0x before Moody's would consider an upgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Based in Franklin, TN Tivity Health, Inc. is a leading provider of fitness, health improvement and weight management programs. Key brands include Silver Sneakers that provides fitness programs to older adults, and Nutrisystem that provides weight management products and services. The company will generate pro-forma annual revenues of about $1.3 billion. TIVITY HEALTH: S&P Assigns 'B+' ICR After Nutrisystem Acquisition ----------------------------------------------------------------- Tivity Health, Inc. plans to issue a $125 million revolving credit facility (RCF), $400 million first-lien term loan A and $780 million first-lien term loan B to finance its acquisition of Nutrisystem Inc., a weight management products and service provider. S&P Global Ratings on Feb. 19 assigned its 'B+' issuer credit rating to Tivity Health. The stable outlook reflects S&P's expectation that integrating Nutrisystem will result in mid-single-digit percent revenue growth that expands EBITDA. S&P believes the company's strong free cash flow generation, along with cost efficiencies, will result in sustained adjusted leverage of approximately 4.6x by the end of 2019. S&P also assigned its 'B+' issue-level and '3' (65%) recovery ratings to the company's proposed $125 million RCF due 2024, $400 million first lien term loan A due 2024 and $780 million first lien term loan B due 2026. The rating on Tivity reflects its narrow scope of operations, the integration risks of the Nutrisystem acquisition, and limited geographic diversification. S&P's rating also incorporates the strong growth fundamentals and brand recognition of Tivity and Nutrisystem within their respective markets. "The stable outlook reflects our expectation that the Nutrisystem integration will result in mid-single-digit percent revenue growth and enable EBITDA expansion," S&P said. S&P believes the company's strong free cash flow generation, alongside cost efficiencies, will result in sustained leverage of approximately 4.6x by the end of 2019. S&P said it could lower its rating if an unforeseen steep drop in EBITDA keeps adjusted leverage above 5x. Such a scenario could occur if the company encounters unforeseen operational issues, pricing pressure from escalating competition, ineffective expense management, unfavorable reputation developments, or a substantial loss of customers, according to S&P. Additionally, S&P could lower the rating if Tivity adopted a more aggressive financial policy than it forecasts, such that FOCF to debt is below 6% on a sustained basis. "Although unlikely over the next year, we could raise the ratings if Tivity's operating performance significantly exceeds our expectations through a meaningful increase in scale and a strong ability to cross sell products and services, enabling stronger EBITDA growth that translates to debt to EBITDA sustained below 4x," S&P said. TRIDENT HOLDING: U.S. Trustee Forms 5-Member Committee ------------------------------------------------------ The U.S. Trustee for Region 2 on Feb. 20 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Trident Holding Company, LLC, and its affiliates. The committee members are: (1) McKesson Corporation 1564 Northeast Expressway Atlanta, Georgia 30329 Attention: Ben Carlsen, Esq. Credit & Bankruptcy Telephone: (404) 461-4232 (2) Quest Diagnostics 500 Plaza Drive Secaucus, New Jersey 07094 Attention: Paul L. Kattas Senior Corporate Counsel Telephone: (973) 520-2030 (3) BioMerieux, Inc. 100 Rodolphe Street Durham, North Carolina 27712 Attention: Steven P. Yova Assistant General Counsel Telephone: (919) 620-2209 (4) TSI International (USA), Inc. d/b/a Infinx Healthcare 4340 Stevens Creek Blvd., Suite 275 San Jose, California 95129 Attention: Jaideep Tandon Chief Executive Officer Telephone: (408) 404-0551 (5) First Source 3495 Winton Place Rochester, New York 14632 Attention: Ron Viola Managing Partner Telephone: (585) 272-1690 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Trident Holding Company Trident -- http://www.tridentusahealth.com-- is a national provider of bedside diagnostic and related services in the United States, with operations in more than 35 states serving more than 12,000 post -acute care, assisted living facilities, and correctional facilities. It provides a high volume of services including X-ray, ultrasound, laboratory, cardiac monitoring, vascular access services, on-site nurse practitioner-based primary care and more. Trident employs approximately 5,600 people. Trident Holding Company, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No. 19-10384) on February 10, 2019. The Debtors disclosed $584 million in assets and $867 million in liabilities as of as of Dec. 31, 2018. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and Togut, Segal & Segal LLP as their legal counsel; PJT Partners LP as investment banker and financial advisor; Ankura Consulting Group, LLC as restructuring advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent and administrative advisor. TRUTH TECHNOLOGIES: March 27 Plan Confirmation Hearing ------------------------------------------------------ The Disclosure Statement explaining Truth Technologies, Inc.'s Amended Plan of Reorganization is conditionally approved. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on March 27, 2019 at 10:30 AM. Parties in interest must submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight (8) days before the date of the Confirmation Hearing. Objections to confirmation must be filed with the Court and served no later than seven (7) days before the date of the Confirmation Hearing. The Plan Proponent must file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. A full-text copy of the Amended Disclosure Statement is available at http://tinyurl.com/yxeslrhmfrom PacerMonitor.com at no charge. About Truth Technologies Founded in 1996 by Egide Thein, Truth Technologies, Inc. -- https://www.truthtechnologies.com/ -- is a provider of worldwide anti-money laundering, anti-fraud, customer identification, and compliance products and services. Formed by a small group of dedicated individuals from the financial and information technology industries, TTI is focused on combating the unchecked and disturbing growth of financial fraud. The Company has offices in Florida, New York, and Luxembourg, and a local partner in the Cayman Islands. Truth Technologies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-05608) on July 6, 2018. In the petition signed by CEO Egide Thein, the Debtor disclosed $355,918 total assets and $3.24 million total liabilities. The Debtor tapped Dal Lago Law as its legal counsel; and Noack & Co, LLC, as its accountant. No official committee of unsecured creditors has been appointed in the Chapter 11 case. UNITED RENTALS: S&P Lowers Sr. Unsecured Notes Rating to 'BB-' -------------------------------------------------------------- S&P Global Ratings on Feb. 19 lowered its issue-level rating on United Rentals Inc. (URI) subsidiary United Rentals (North America) Inc.'s senior unsecured notes (various tranches) to 'BB-' from 'BB' and revised its recovery rating on the debt to '5' from '4'. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; rounded estimate: 25%) recovery of principal in the event of a payment default. At the same time, S&P affirmed its 'BBB-' issue-level rating on the company's senior secured debt (consisting of a $1 billion senior secured first-lien term loan due 2025 and $1 billion of senior secured notes due 2023). The '1' recovery rating remains unchanged, indicating S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a payment default. S&P said it lowered its issue-level rating on the unsecured debt to reflect the increased amount of priority debt in the company's capital structure following the recent upsizing of its asset-based lending (ABL) facility (unrated) to $3.75 billion from $3.00 billion. The company also extended the maturity of the ABL facility to 2024 from 2021. S&P expects United Rentals to use the increased ABL capacity for general corporate purposes. "Our 'BB' issuer credit ratings and stable outlooks on both United Rentals Inc. and United Rentals (North America) Inc. remain unchanged," S&P said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- URI operates in the competitive and cyclical construction equipment rental market. -- S&P's simulated default scenario contemplates an unexpected and drastic downturn in the nonresidential construction industry that severely strains the company's equipment usage, rental rates, revenue, and cash flow. -- S&P assumes the company's ABL facility is 60% drawn at default. -- S&P said, "Although we believe URI would likely reorganize after a default, we use a discrete asset value (DAV) approach to analyze recovery prospects for most general equipment rental providers. We believe this method provides a conservative estimate of the likely value available to creditors, although realization rates could be lower than we assume if a large quantity of equipment floods the market." -- S&P said, "Our DAV starts with the net book value of the company's assets as of Dec. 31, 2018. We assume balance sheet accounts are partially diluted to reflect the assumed loss of appraised value through additional depreciation or expected contraction in working capital assets in the period leading up to the hypothetical default. We then apply realization rates to the assets, reflecting the friction of selling or the discounts potential buyers or restructurers would apply in distressed circumstances." -- S&P assumes realization rates of 75% for rental equipment, 80% for unsold accounts receivable (we exclude the assets and liabilities related to URI's accounts receivable special purpose entity), 65% for inventory, and 40% for other property and nonrental equipment. Simulated default assumptions -- Simulated year of default: 2024 -- Jurisdiction: U.S. -- S&P assumes the ABL facility is 60% drawn at default Simplified waterfall -- Net enterprise value: $6.27 billion -- Collateral/noncollateral valuation split: 91%/9% -- Collateral value available to first-lien lenders: $5.74 billion -- ABL estimate (60% utilization): $2.26 billion --Recovery expectations: Not applicable (unrated) -- First-lien secured term loan: $970 million --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Collateral value available to secured noteholders: $2.51 billion -- Secured second-lien notes: $1.02 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Total value available to unsecured claims: $2.02 billion -- Senior unsecured debt and pari passu claims: $7.37 billion --Recovery expectations: 10%-30% (rounded estimate: 25%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST United Rentals Inc. United Rentals (North America) Inc. Issuer Credit Rating BB/Stable/-- Issue-Level Ratings Lowered; Recovery Ratings Revised To From United Rentals (North America) Inc. Senior Unsecured BB- BB Recovery Rating 5(25%) 4(30%) Issue-Level Ratings Affirmed; Recovery Ratings Unchanged United Rentals (North America) Inc. Senior Secured BBB- Recovery Rating 1(95%) VISTAGEN THERAPEUTICS: Capital Needed to Continue as Going Concern ------------------------------------------------------------------ VistaGen Therapeutics, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss and comprehensive loss of $7,216,800 on $0 of revenue for the three months ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $3,004,800 on $0 of revenue for the same period in 2017. At Dec. 31, 2018 the Company had total assets of $7,521,800, total liabilities of $5,829,000, and $1,692,800 in total stockholders' equity. The Company said, "Although our cash position at December 31, 2018 considered with our recurring and anticipated losses, negative cash flows from operations and limited stockholders’ equity make it probable, in the absence of additional financing, that we will not have sufficient resources to fund our planned operations for the twelve months following the issuance of these financial statements, during which time we plan to complete our ELEVATE study, prepare for a pivotal Phase 3 clinical trial of PH94B, conduct additional clinical and nonclinical studies involving AV-101 and prepare for a Phase 2 clinical trial of PH10, and raises substantial doubt that we can continue as a going concern. Nevertheless, when necessary and advantageous, we plan to raise additional capital, primarily through the sale of our equity securities in one or more private placements to accredited investors or in public offerings." A copy of the Form 10-Q is available at: https://is.gd/NxV0Cz VistaGen Therapeutics, Inc., a clinical-stage biopharmaceutical company, engages in developing and commercializing medicines for depression and other central nervous system (CNS) disorders. The company's lead product candidate is AV-101, which is in Phase II development stage, an adjunctive treatment used for major depressive disorder. It also focuses on potential commercial applications of its human pluripotent stem cell (hPSC) technology platform to discover, rescue, develop, and commercialize new chemical entities (NCEs) for CNS and other diseases; and regenerative medicine involving hPSC-derived blood, cartilage, heart, and liver cells. In addition, the company develops CardioSafe 3D, an in vitro cardiac bioassay system for predicting human heart toxicity of drug rescue NCEs. VistaGen Therapeutics, Inc. has licensing, sublicensing, and collaboration agreements with BlueRock Therapeutics, LP; U.S. National Institutes of Health; Cato Research Ltd.; and University Health Network. The company was founded in 1998 and is headquartered in South San Francisco, California. W RESOURCES: Sale Proceeds Satisfied Bank, Hangar Secured Claims ---------------------------------------------------------------- W Resources, LLC, filed a first amended and supplemented disclosure statement explaining its Chapter 11 plan of liquidation to, among other things, remove the secured claims of BTR Hangar Properties, LLC, First Interstate Bank, and United Mississippi Bank. On December 19, 2018, the parties closed the sale of the Hangar, thereby fully satisfying the BTR mortgage of $2,487,647.09, satisfying property taxes of the Parish of East Baton Rouge of roughly $35,000, reducing the Callais obligation by the sum of $426,352.32, and providing $50,000 in value to the Estate. On January 18, 2019, the Court approved the credit bid sale of the Montana properties to First Interstate Bank and United Mississippi Bank. This sale has since closed, eliminating roughly to $9.4 million in secured debt and resulting in the receipt of $55,000 for the Estate. The Debtor’s sales to date have significantly reduced secured debt obligations. For instance, the Bankruptcy Court approved sale of the Hangar to Callais for a sale price of $3,000,000.00. This sale resulted in the full and final satisfaction of any outstanding debt owed by W to BTR (approximately $2,500,000.00), plus reduction in debt owed to Callais of the remaining funds. Furthermore, the sale of the Montana properties eliminated any secured claim of First Interstate Bank, and one secured claim of United Mississippi Bank. The sale of the Zachary property will reduce substantially claims held by Investar Bank, as well as, such sale may affect a reduction in the NCC claim (if NCC has a claim and a mortgage) if certain purported mortgage interests of supposedly senior secured creditors are not validly perfected. The Debtor has compiled a detailed analysis of unsecured claims -- both priority and general -- that is found in the Liquidation Analysis. As per that exhibit, the total amount of alleged priority debt is $125,800.74 and the total amount of unsecured debt ranges from a high of $55,060,055.02 to a low of $10,682,850.98. These figures include the Debtor's best analysis of undersecured claims in addition to purely unsecured claims. The Debtor reserves all rights to object to any purported unsecured claim. Class 8 consists of Allowed General Unsecured Claims are impaired. The Debtor and Liquidating Trust reserve the right to object to allowance or classification of any Class 8 Claims. Holders of Allowed Class 8 Claims shall receive one or more Distributions in accordance with Section 6.3 of the Plan. Class 1 consists of two sub-classes. Class 1a consists of all Allowed Priority Non-Tax Claims, whereas Class 1b consists of all Allowed Priority Tax Claims. Holders of Allowed Priority Non-Tax Claim enjoy slightly higher priority than Holders of Allowed Priority Tax Claims. Accordingly, Holders of Allowed Priority Non-Tax Claims in Class 1a shall receive one or more Distributions in accordance with Section 6.3 of the Plan. Holders of Allowed Priority Tax Claims in Class 1b shall receive one or more Distributions immediately after Class 1a has been paid in full in accordance with Section 6.3 of the Plan. Classes 2 - 7 consist of identified Secured Claims in favor of specified claimants are impaired. The general treatment of each secured creditor in Classes 2-7 is identical. The specific treatment will depend upon the ultimate sale and liquidation of the collateral securing any such Allowed Secured Claim. In essence, each specified Holder of an Allowed Secured Claim will maintain its lien upon any Collateral to the same extent and priority as existed prior to the filing of the petition. Class 9 consists of all Allowed Equity Interests are impaired. Holders of Allowed Class 9 Equity Interests shall receive one or more Distributions in accordance with Section 6.3 of the Plan. Funds needed to make Cash payments on the Effective Date under this Plan will come from Trust Assets. A full-text copy of the First Amended and Supplemented Disclosure Statement dated February 11, 2019, is available at http://tinyurl.com/y4lvyoyffrom PacerMonitor.com at no charge. About W Resources W Resources, LLC, is a privately-owned company in Baton Rouge, Louisiana, engaged in activities related to real estate. It is a holding company with a diverse set of raw and recreational land, farming and hunting operations, an aircraft hangar, oil and gas interests, and equity-based interests. W Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 18-10798) on July 23, 2018. In the petition signed by Dwayne M. Murray, Chapter 11 trustee for Michael Worley, manager, the Debtor estimated assets and liabilities of $50 million to $100 million each. The Debtor hired Stewart Robbins & Brown, LLC, as its legal counsel. Horne LLP serves as accountant. WELDED CONSTRUCTION: Seeks to Extend Exclusivity Period to May 20 ----------------------------------------------------------------- Welded Construction, LP and Welded Construction Michigan, LLC asked the U.S. Bankruptcy Court for the District of Delaware to extend the period during which it has the exclusive right to file a Chapter 11 plan through May 20, and to solicit acceptances for the plan through July 22. The extension, if granted by the court, would give the companies more time to negotiate a plan while they continue their restructuring efforts. Since their bankruptcy filing, the companies have made progress to reorganize their business affairs, which include obtaining approval to enter into agreements with customers to fund ongoing construction projects and pay claims of sub-contractors, and approval to sell some of their assets, according to court filings. "The debtors' current progress towards successfully prosecuting these Chapter 11 cases justifies the requested extension of the exclusive periods," said the companies' attorney, Betsy Feldman, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. About Welded Construction Perrysburg, Ohio-based Welded Construction, L.P, is a mainline pipeline construction contractor capable of executing pipeline construction projects in lengths ranging from a few hundred feet to over 200 miles. Welded Construction, L.P., and Welded Construction Michigan, LLC, sought bankruptcy protection on Oct. 22, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-12378). The jointly administered cases are pending before Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as counsel; and Kurtzman Carson Consultants LLC as claims and noticing agent and administrative advisor. The Debtors also tapped Zolfo Cooper Management, LLC and the firm's managing director Frank Pometti who will serve as their chief restructuring officer. WESTMORELAND COAL: Hires Drinker Biddle as Special Counsel ---------------------------------------------------------- Westmoreland Coal Company, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Drinker Biddle & Reath LLP, as Special Labor and Employee Benefit Counsel to the Debtors. Westmoreland Coal requires Drinker Biddle to represent the Debtors in matters relating to collective bargaining agreements, employee benefits, labor and benefits matters governed by Sections 1113 and 1114 of the Bankruptcy Code and representation regarding the Coal Act. Drinker Biddle will be paid at these hourly rates: Gregory J. Ossi, Partner, Washington DC $720 per hour 4 Vincent P. Slusher, Partner, Dallas $870 per hour. Drinker Biddle will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: The hourly rates for this engagement are consistent with the rates that Drinker Biddle charges other comparable chapter 11 clients, and the rate structure provided by Drinker Biddle is appropriate and is not significantly different from (i) the rates that Drinker Biddle charges in other non-bankruptcy representations or (ii) the rates of other comparably skilled professionals for similar engagements. Consistent with Drinker Biddle's efforts to ensure that its retention will not result in any additional costs to the Debtors' estates beyond the charges for legal services and reimbursement of expenses that the Debtors would have incurred had Gregory J. Ossi not left his previous employment as partner of Venable LLP, Mr. Ossi's standard hourly rate has been discounted from $725 per hour to $720 per hour. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post- petition, explain the difference and the reasons for the difference. Response: In connection with his prior role as a partner in the law firm Venable LLP, Mr. Ossi charged the Debtors an hourly rate of $720, which rate was consistent with the rate that he charged for other non-bankruptcy representations. Drinker Biddle did not represent the Debtors in the 12 months prepetition. Question: Has your client approved your prospective budget and staffing plan, and if so for what budget period? Response: The Debtors and Drinker Biddle expect to develop a prospective budget and staffing plan, recognizing that in the course of large chapter 11 cases, unforeseeable fees and expenses may arise that will need to be addressed by the Debtors and Drinker Biddle. Vincent P. Slusher, partner of Drinker Biddle & Reath LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Drinker Biddle can be reached at: Vincent P. Slusher, Esq. DRINKER BIDDLE & REATH LLP 1717 Main Street, Suite 5400 Dallas, TX 75201 Tel: (469) 357-2500 Fax: (469) 327-0860 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. WG PARTNERS: Moody's Cuts Rating on $234MM Secured Loans to B1 -------------------------------------------------------------- Moody's Investors Service downgraded the rating on WG Partners Acquisition, LLC's (WGP) $245 million ($219 million outstanding) senior secured term loan due 2023 and its $15 million senior secured credit facility due 2021 to B1 from Ba3. The outlook was changed to negative from stable. RATINGS RATIONALE The rating action is driven by Pacific Gas and Electric Company's (PG&E) recent bankruptcy filing and reflects the deterioration in the portfolio's counterparty credit quality as well as the risk that the filing has on future cash flows. Two of the six operating companies in WGP's portfolio, the Three Sisters and the Five Brothers, are gas generators that have power purchase agreements (PPAs) with PG&E through 2020 and 2022. The affected assets have historically been predictable cash flow contributors to the WGP portfolio, though contributions are expected to decline in future years given limited remaining tenure on the PPAs. Together the Three Sisters and the Five Brothers contributed 15% of WGP's cash flows in 2018; including 10% from the Three Sisters. The downgrade recognizes that the PG&E bankruptcy filing raises the risk around the continued timely collection of cash flows at the parent due to the potential for a cash trap at Three Sisters and the risk that the PPAs could be rejected in bankruptcy. This hastens recontracting risk and adds merchant market exposure, increasing potential for lower dividends to WGP as a result of cash flow variability at the operating company. PG&E continues to make timely payments under the PPAs to each of the Three Sisters and the Five Brothers. The Three Sisters project also has $11.3 million of debt at the operating company level. If its lenders determine the bankruptcy qualifies as a Material Adverse Event, upstream cash flows to WGP will be restricted until such project level debt is satisfied. The Three Sisters term loan is coterminous with its power purchase agreement and fully amortizes by November 2020. No operating company debt exists at the Five Brothers. The downgrade also considers the deterioration in the credit quality of the Government of Trinidad and Tobago (Ba1 stable), given that the Trinity plant is a major source of WGP dividends (~35%). The rest of the WGP portfolio is performing well and Moody's expects distributions from the assets outside of California, particularly from the Trinity and Hobbs plants, to be the primary source of dividends and cash flow for WGP's debt service in future years. Moody's anticipates the rest of the WGP portfolio should be able to provide sufficient cash flow to satisfy mandatory debt service at WGP assuming consistent operating performance across the portfolio even with no positive contributions from the California assets. The primary near-term risk to WGP cash flows is the likely cash trap at the Three Sisters operating company. Longer term risks include the potential for contract rejection and expectations that the assets' age, gas fuel source and high heat rates may hinder its ability to recoup similar revenues while operating in the merchant markets. The two projects' output totals 371MW, evenly distributed among eight older aeroderivative gas turbine peaking units with heat rates in the 10,000btu/kwh range. Rating Outlook The negative rating outlook reflects the risk that WGP's credit metrics could weaken in the event that PG&E elects to reject its PPAs with the Three Sisters and Five Brothers assets. Factors that could lead to a downgrade WGP's rating could be downgraded should PG&E reject its contracts or should cash restrictions at the Three Sisters asset result in consolidated DSCR metrics below 1.1x over a sustained period. The rating could also be downgraded if payment delays from Trinity reappear or if Hobbs or Trinity sustains an operational disruption. Factors that could lead to an upgrade In light of the negative outlook and the uncertainty related to the PG&E bankruptcy, the prospects for a rating upgrade is remote. The rating outlook could be changed to stable if PG&E affirmed the contracts for both projects and if Three Sisters are able to distribute dividends to the parent. Longer term, the rating could be upgraded, if PG&E affirmed the contracts for both projects, if Three Sisters are able to distribute dividends to the parent, if re-contracting prospects for the Three Sisters and Five Brothers improved, and if financial performance from non-California projects improved such that Moody's expected consolidated DSCR above 1.3x and CFO to Adjusted Debt above 12% on a sustained basis. Profile Western Generation Partners, a holding company, owns a 1,502 MW portfolio of twelve operating power generation plants spread over four US states and the Republic of Trinidad and Tobago. The assets consist of the 604 MW Hobbs power plant in New Mexico, the 225 MW Trinity power plant in Trinidad and Tobago, the 72 MW Waterside power plant in Connecticut, the 230 MW Borger plant in Texas, and a net 371 MW portfolio of eight plants in California. All of the projects are contracted with a portfolio weighted average remaining life of around 10 years. The projects reached commercial operations from 1988 through 2008 and use proven utility scale technology. Hobbs, Waterside, Borger, and the Three Sisters assets had $269 million of operating company level debt at the end of 2018. WGP is indirectly owned by a joint venture of funds managed by Harbert Management Corporation (51%), UBS Asset Management (32%), and Northwestern Mutual (17%). WINDSTREAM SERVICES: Fitch Cuts IDR to 'CC' Amid Court Ruling ------------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Rating (IDR) of Windstream Services, LLC (WIN; Windstream) to 'CC' from 'B'. Fitch has also downgraded the first lien secured debt ratings to 'CCC+'/'RR1' from 'BB'/'RR1', second lien secured debt ratings to 'CCC+'/'RR1' from 'BB-'/'RR2' and unsecured debt ratings to 'C'/'RR5' from 'CCC+'/'RR6'. The downgrade is a result of the adverse court ruling in Windstream's bondholder dispute with Aurelius Capital Management and U.S. Bank N.A. The court found that the spinoff of Windstream's network assets into a REIT, Uniti Group Inc., was invalid. The court also found that Windstream violated the terms of the indenture by engaging in an impermissible sale and leaseback transaction, and subsequent actions did not waive or cure the default arising from the breach of the covenant. The company is currently examining its options in terms of post-trial motions and an appeal. The decision directed Aurelius to confer with the other parties in the case, and to draft a proposed judgment consistent with the court's findings. The court awarded Aurelius a money judgment in the amount of just over $310 million, plus interest from and after July 23, 2018. The judgment is to be filed no later than Feb. 25, 2019. KEY RATING DRIVERS Greater Capital Structure Clarity: The 'CC' rating indicates that a default of some kind appears probable. Further action by Fitch is likely, pending further developments, including but not limited to the outcome of an appeal, the response of Windstream's other creditors, and whether or not the company is able to post a surety bond or has other liquidity available for the judgment. Revenue Pressures Continue: Windstream continues to experience pressure across all segments due to declining legacy-products-related revenue and the effects of competition in a challenging operating environment for wireline operators. The enterprise segment remains weak due to effects of legacy revenue, although the strategic revenues, comprised of SDWAN and UCaaS offerings, continue to climb and constituted 54% of the enterprise segment's sales during 3Q18. Fitch's base case assumes revenues continue to decline over the forecast horizon, albeit at a slowing pace supported by a growth in strategic revenue. Revenue Mix Changes: Revenue Mix Changes: Windstream's revenues from enterprise services, consumer high-speed internet services and its carrier customers (core and wholesale), pro forma for the EarthLink consumer internet business sale, are in the mid-80% range; these revenues provide the best prospects for stable revenues in the long term. Certain legacy revenues remain pressured, but Fitch anticipates Windstream's revenues should stabilize gradually as legacy revenues dwindle in the mix. Leverage Metrics: Fitch estimates total adjusted debt/EBITDAR will be approximately 5.8x at 2018 year-end. Fitch anticipates Windstream will utilize proceeds from recent asset sales towards reducing debt balances. In the absence of material future debt reduction using asset sale proceeds, Fitch expects total adjusted debt/EBITDAR will remain in 5.8x-5.9x range over the rating horizon supported by cost reductions and synergy realization. In calculating total adjusted debt, Fitch applies an 8x multiple to the sum of the annual rental payment to Uniti plus other rental expenses. Cost Savings and Synergies: Windstream is on track to realize the total stated synergies of $180 million from the EarthLink and Broadview acquisitions. The company achieved the targeted $75 million in opex and $25 million in capex synergies by the end of 2017. In addition, realization of cost savings from interconnection expenses (approximately $140 million of annual savings) and moving 'off-net' traffic 'on-net' will be key in supporting EBITDA over the next few years. Fitch believes realization of full run-rate of synergies is manageable and expects EBITDAR margin improvement in the range of 100bps-200bps by the end of 2019. Beyond 2019, Fitch will carefully monitor the pace and execution of cost cuttings that help support EBITDA levels in the future. Asset Sales: Windstream has previously stated its intention to sell non-core fiber assets. To that effect, the company recently announced sale of the legacy EarthLink consumer internet business housed under the Consumer CLEC segment for $330 million. In addition, Windstream completed $80 million of dark fiber asset sales in 2018. Fitch believes Windstream will utilize the asset sale proceeds to reduce revolver borrowings, providing the company the flexibility to invest internally in future capital projects. DERIVATION SUMMARY Windstream has a weaker competitive position based on scale and size of its operations in the higher-margin enterprise market. Larger companies, including AT&T Inc. (A-/Stable), Verizon Communications Inc. (A-/Stable), and CenturyLink, Inc. (BB/Stable), have an advantage with national or multinational companies given their extensive footprints in the U.S. and abroad. In comparison to Windstream, AT&T and Verizon maintain lower financial leverage, generate higher EBITDA margins and FCF, and have wireless offerings that provide more service diversification. Fitch also believes Windstream has a weaker FCF profile than CenturyLink including the LVLT acquisition, as CenturyLink's FCF will benefit from enhanced scale and LVLT's net operating loss carryforwards. Although Windstream has less exposure to the more volatile residential market compared to its wireline peer, Frontier Communications Corp. (B/Stable), it has higher leverage than Frontier. Within the residential market, incumbent wireline providers face wireless substitution and competition from cable operators with facilities-based triple play offerings, including Comcast Corp. (A-/Stable) and Charter Communications Inc. (Fitch rates Charter's indirect subsidiary, CCO Holdings, LLC, BB+/Stable.) Cheaper alternative offerings such as Voice over Internet Protocol (VoIP) and over-the-top (OTT) video services provide additional challenges. Incumbent wireline providers have had modest success with bundling broadband and satellite video service offerings in response to these threats. No country-ceiling, parent/subsidiary or operating environment aspects impact the rating. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Revenues total approx. $5.7 billion for 2018 and decline near mid-single digits in 2019, pro forma for sale of Consumer CLEC segment. Fitch expects organic revenue to continue to decline over the forecast horizon, albeit at a slowing pace. -- EBITDA is expected to benefit from continued realization of cost synergies achieved from acquisitions and other cost savings. Fitch expects EBITDA margins to expand by roughly 70bps in 2018 and by 100 bps in 2019 as additional cost synergies and interconnect savings are realized. -- Fitch expects total adjusted debt/EBITDAR to remain in 5.8x-5.9x range over the rating horizon. Fitch assumed refinancing of revolver will be completed in the first few months of 2019 and that term loan will be refinanced at or prior to maturity. Recovery Analysis: The recovery analysis assumes that Windstream would be considered a going concern in a bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. Windstream's going concern EBITDA is based on LTM EBITDA as of Sept. 30, 2018, pro forma for sale of CLEC consumer business and synergies. The going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level, upon which Fitch bases the valuation of the company. A lower going-concern EBITDA factors in the competitive dynamics of the industry that result in account losses and pricing pressures. The overall decline also considers Windstream's cost cutting efforts as an offsetting factor. This leads to a post-reorganization EBITDA estimate of over $1 billion. Fitch assumes the current network lease with Uniti will remain unchanged. An EV multiple of 5x is used to calculate a post-reorganization valuation. Comparable market multiples in the industry range from 5.4x-8.7x and recent acquisition multiples range from 3.8x-6.6x. There are two bankruptcy cases analyzed in Fitch's TMT bankruptcy case study report, Fairpoint and Hawaiian Telecom. Both companies filed for bankruptcy in 2008 and emerged with multiplies of 4.6x and 3.7x, respectively. Both were also sold in recent acquisitions for 5.9x and 5.6x. The recovery multiple takes into account Windstream's competitive position in the industry and the company's exposure to legacy assets. Fitch's multiple for Windstream's recovery analysis also considers dependence on legacy revenues that will decline in future, aided by revenue from acquisitions in cloud and connectivity space. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action A positive action is possible if the company is successful in alleviating the risks posed by litigation and liquidity. Developments That May, Individually or Collectively, Lead to Negative Rating Action The company has demonstrates that it is near default or a default like process has begun. LIQUIDITY Liquidity is provided by Windstream's $1.25 billion revolving credit facility (RCF). At Sept. 30, 2018, approximately $196.6 million was available for borrowing under the revolving facility. The RCF is due to mature in 2020. Fitch believes the company will refinance the revolver in the coming months. Additionally, Fitch expects Windstream to utilize proceeds from recent asset sales to reduce borrowings under the revolver. The revolver availability was supplemented with $37.3 million in cash at the end of 3Q18. The $1.25 billion senior secured RCF is in place until April 2020. Principal financial covenants in Windstream's secured credit facilities require a minimum interest coverage ratio of 2.75x and a maximum leverage ratio of 4.5x. Outside of annual term loan amortization payments, Windstream does not have any material maturities until 2020 when the revolving facility and approximately $78 million of 2020 notes become due. The second lien exchanges consummated in 2018 helped push out maturities on average by two years, while reducing the overall debt by approximately $227 million and improving the liquidity profile in the interim. Fitch expects capital spending to remain in the 13%-15% range and estimates FCF in 2018 will range from zero to negative $100 million. For 2019, Fitch expects the company to return to positive FCF with FCF margins in the low single digits over the forecast. FULL LIST OF RATING ACTIONS Windstream Services, LLC -- IDR to 'CC' from 'B'; -- Senior secured first lien to 'CCC+'/'RR1' from 'BB'/'RR1'; -- Senior secured second-lien notes to 'CCC+'/'RR1' from 'BB-'/'RR2'; -- Senior unsecured notes to 'C'/'RR5' from 'CCC+'/'RR6'. WLV SUNSET: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: wlv sunset plaza, LLC 1014 S. Westlake Boulevard Suite 14 #261 Westlake Village, CA 91361 Business Description: wlv sunset plaza, LLC owns in fee simple a real estate located at 1319 Sunset Plaza Drive, Los Angeles, CA 90067, having an appraised value of $5.5 million. Chapter 11 Petition Date: February 20, 2019 Court: United States Bankruptcy Court Central District of California (Santa Barbara) Case No.: 19-10270 Judge: Hon. Deborah J. Saltzman Debtor's Counsel: Peter T. Steinberg, Esq. STEINBERG, NUTTER & BRENT, LAW CORPORATION 23801 Calabasas Rd Ste 2031 Calabasas, CA 91302 Tel: 818-876-8535 Fax: 818-876-8536 Email: mr.aloha@sbcglobal.net Total Assets: $5,515,000 Total Liabilities: $3,830,103 The petition was signed by David Schuman, manager. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb19-10270.pdf XPO LOGISTICS: S&P Affirms 'BB' ICR on Share Repurchases -------------------------------------------------------- S&P Global projects that XPO Logistics' credit metrics will weaken slightly in 2019 due to additional debt-funded share repurchases but remain in line with the current rating. S&P now expects debt to EBITDA will increase to the low-3x area in 2019, up from 3x in 2018, and funds from operations (FFO) to debt will decline to the low-20% area in 2019, compared to 26.6% in 2018. Thus, S&P on Feb. 19 affirmed its 'BB' issuer credit rating on XPO and said it is maintaining a stable outlook because it expects XPO's credit metrics will remain in line with the rating. "We are assigning our 'BB' issue rating and '4' recovery rating (rounded estimate: 30%) to the company's proposed $1 billion senior unsecured notes," S&P said. S&P's 'BB' issue rating and '4' recovery rating on the company's existing senior unsecured notes are unchanged. Its 'BBB-' issue rating on the company's senior secured term loan and 'B+' rating on its unsecured notes due 2034 are also unaffected. S&P believes XPO's revised financial policy continues to support the current ratings, despite slightly higher leverage following its incremental debt issuance. Previously, XPO pursued a highly acquisitive growth strategy to expand its service offerings and geographic reach. However, S&P does not expect the company to make any material acquisitions over the next 12 months, instead using cash flow and incremental debt to repurchase its own stock. "We expect the company to use proceeds from the proposed $1 billion senior unsecured notes to finance an additional $1 billion in share repurchases in 2019 and refinance a temporary facility issued in late 2018," S&P said. "As a result, we believe debt to EBITDA will increase to the low-3x area and FFO to debt will decline to the low-20% area in 2019." S&P assumes that any additional buybacks will be financed with internally generated cash flow and the company will use excess cash thereafter to repay debt. The stable outlook reflects S&P's expectation that XPO's credit metrics will remain commensurate with the ratings, although they will weaken slightly in 2019 due to additional debt to fund share repurchases. S&P believes debt to EBITDA will increase to the low-3x area in 2019 from 3x in 2018 and FFO to debt will fall to the low 20% area from 27% over the same period. S&P does not anticipate share repurchases in 2019 beyond the current authorization. "We could lower our ratings on XPO over the next 12 months if its credit metrics decline further, with debt to EBITDA increasing above 4x and FFO to debt falling below 20%. Such a decline could occur if the company pursues additional debt-financed share repurchases, or misses its revenue and earnings targets," S&P said. "This could from additional customer losses, lower freight volumes in the U.S., or increased competition in contract logistics or last-mile services." An upgrade over the next 12 months is unlikely, since the company's share repurchases and acquisitive track record preclude sustained deleveraging. However, S&P could consider raising the rating if XPO changed its financial policy, and supported improved credit metrics of debt to EBITDA below 3x and FFO to debt above 30% on a sustained basis. [^] BOOK REVIEW: THE SUCCESSFUL PRACTICE OF LAW ----------------------------------------------- Author: John E. Tracy Publisher: Beard Books Soft cover: 470 pages List Price: $34.95 Order a copy today at https://is.gd/fSX7YQ Originally published in 1947, The Successful Practice of Law still ably serves as a point of reference for today's independent lawyer. Its contents are based on a series of non-credit lectures given at the University of Michigan Law School, where the author began teaching after 26 years of law practice. His wisdom and experience are manifest on every page, and will undoubtedly provide guidance for today's hard-pressed attorney. The Successful Practice of Law provides timeless fundamental guidelines for a successful practice. It is intended neither as a comprehensive reference work, nor as a digest of law. Rather, it is a down-to-earth guide designed to help lawyers solve everyday problems -- a ready-to-tap source of tested proven methods of building and maintaining a sound practice. Mr. Tracy talks at length about developing a client base. He contends that a firemen's ball can prove just as useful as an exclusive party at the country club in making contacts with future clients. He suggests seeking work from established firms as a way to get started before seeking collections work out of desperation. In his chapter on keeping clients, Mr. Tracy gives valuable lessons in people skills: "(I)f a client tells you he cannot sleep nights because of worry about his case, you will ease his mind very much by saying, 'Now go home and sleep. I am the one to do the worrying from now on.'" Rather than point out to a client that his legal predicament is partly his fault, "concentrate on trying to work out a program that will overcome his mistakes." He cautions against speculating aloud to clients on what they could have done differently to avoid current legal problems, lest they change their stories and suddenly claim, falsely, that they indeed had done that very thing. He also advises against deciding too quickly that a client has no case: "After you have been in practice for a few years you will be surprised to find how many seemingly desperate cases can be won." Mr. Tracy advises studying as the best use of downtime. He quotes Mr. Chauncey M. Depew: "The valedictorian of the college, the brilliant victors of the moot courts who failed to fulfill the promise of their youth have neglected to continue to study and have lost the enthusiasm to which they owed their triumphs on mimic battle fields." Mr. Tracy advises against playing golf with one's client every time he asks: "My advice would be to accept his invitation the first time, but not the second, possibly the third time but not the fourth." Other topics discussed by Mr. Tracy, with the same practical, sound advice, include fixing fees, drafting legal instruments, examining an abstract of title, keeping an office running smoothly, preparing a case for trial, and trying a jury case. But some of best counsel he offers is the following: You cannot afford to overlook the fact that you are in the practice of law for your lifetime; you owe a duty to your client to look after his interests as if they were your own and your professional future depends on your rendering honest, substantial services to your clients. Every sound lawyer will tell you that straightforward conduct is, in the end, the best policy. That kind of advice never ages. John E. Tracy was Professor Emeritus and Member of University of Michigan Law School Faculty from 1930 to 1969. Professor Tracy practiced law for more than a quarter century in Michigan, New York City, and Chicago before joining the Law School faculty in 1930. He retired in 1950. He was born in 1880. He died in December 1969. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***