/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190326.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, March 26, 2019, Vol. 23, No. 84 Headlines 4L TECHNOLOGIES: Moody's Rates Proposed First Lien Facilities 'B3' A.P. BECK-ANDOVER: Hires Empire as Real Estate Broker ACAR WIND DOWN: Removed Certain Provision on Priority Tax Claims ACES INTERNATIONAL: Financial Condition Casts Going Concern Doubt AFFORDABLE CARE: Moody's Completes Ratings Review ALLIANCE SECURITY: Security Systems Buying All Assets for $500K AMERICAN DENTAL: Moody's Completes Ratings Review AQUABOUNTY TECHNOLOGIES: Wolf & Company Raises Going Concern Doubt ARGOS THERAPEUTICS: Files Chapter 11 Plan of Liquidation AURORA COMMERCIAL: Case Summary & 6 Unsecured Creditors AVEANNA HEALTHCARE: Moody's Completes Ratings Review AVINGER INC: Moss Adams LLP Raises Going Concern Doubt BALL CORP: Moody's Retains Ba1 CFR, Outlook Still Stable BIOCLINICA HOLDING I: Moody's Completes Ratings Review BIOSCRIP INC: Jody Kepler Tenders Resignation as SVP CCO BLACKWOOD REDEVELOPMENT: Case Summary & 8 Unsecured Creditors BUILDERS FIRSTSOURCE: Moody's Withdraws B3 on New Notes Due 2027 BWR LLC: Blinding Edge Buying All Assets for $1.5 Million CARROLS HOLDCO: Moody's Gives B2 CFR & Rates New $525MM Loans B2 CDRH PARENT: Moody's Completes Ratings Review CIP INVESTMENT: Allowed to Use FBL Cash Collateral Until March 31 CLEVELAND BIOLABS: Posts $3.7-Mil. Net Loss at Year-End 2018 COASTAL STAFFING: Court OK's Disclosures; May 2 Plan Hearing Set COLORADO WICH: New Plan Modifies Treatment of Unsecured Creditors COLORADO WICH: Tignini Buying All Assets for $800K COOPER TIRE: Moody's Affirms Ba3 CFR & B1 Rating on Unsec. Notes COPPER CANYON: Hampton Buying Sparks Property for $31.6 Million CREDIT MANAGEMENT: Higbee Buying North Las Vegas Property for $1.1M DAVID HARVEY: Case Summary & 20 Largest Unsecured Creditors DESTINY PETROLEUM: Hires Greg Myles as Accountant DIAGNOSTIC CENTER: Asks Approval of Lease Agreement with Hess DJJ ENTERPRISES: Hires Knight Law as Special Litigation Counsel DJJ ENTERPRISES: Hires Larson Zirzow as Bankruptcy Counsel DOUBLE JUMP: Seeks to Hires Sadden Arps as Special Counsel DPW HOLDINGS: Will Not Disclose Non-Public Info. Via Social Media E.W. SCRIPPS: Fitch Assigns B+ LT IDR & Rates 1st Lien Loans BB+ EASTLAKE INVESTMENTS: O.P. Buying New Baltimore Property for $5.7M ELEVATED ANALYTICS: Hires BMS Accounting as Accountant EVOKE PHARMA: BDO USA LLP Raises Going Concern Doubt EXAMWORKS GROUP: Moody's Completes Ratings Review F+W MEDIA: U.S. Trustee Forms 7-Member Committee FABRIC AVENUE: Seeks Court Approval of Amended Disclosure Statement FACTORY DIRECT LOGISTICS: Seeks OK to Use P2Bi Cash Collateral FCH MCKINNEY: Star Creek Buying McKinney Property for $250K FHC HEALTH: Moody's Completes Ratings Review FIVE STAR SENIOR: RSM US LLP Raises Going Concern Doubt FLORIDA NEW LIFE: U.S. Trustee Unable to Appoint Committee FNJCC CORP: Unsecureds to Recoup 20% Over 60 Months Under Plan FRANK INVESTMENTS: Seeks to Extend Exclusivity Period by 90 Days GHOTRA INC: Case Summary & 13 Unsecured Creditors HANGER INC: Moody's Completes Ratings Review HARDLINE HEAVY: Plan Confirmation Hearing Set for April 26 HARTFORD, CT: Moody's Hikes Issuer Rating to B1, Outlook Positive HAYMAKER ACQUISITION: Marcum LLP Raises Going Concern Doubt HELIOS AND MATHESON: Appoints Robert Damon as Interim CFO HERMAN TALMADGE: Trustee Selling Henry County Property via Auction HMSW CPA: Proposed Plan Not Feasible, Court Rules HUT AIRPORT: Trustee Hires Lane Powell as Attorney INTEGER HOLDINGS: S&P Alters Outlook to Positive, Affirms B+ ICR JAGUAR HEALTH: Experiences Attempted Business Email Compromises JAGUAR HEALTH: Sagard Capital Has 42.2% Stake as of March 18 JAGUAR HEALTH: Signs $266K Securities Purchase Agreement with Oasis JAMES MEDICAL: Seeks Authorization to Use Cash Collateral JEP REALTY: Unsecureds to be Paid 10% of Allowed Claims in 12 Mos. JLAN PROPERTIES: April 24 Hearing on Amended Plan Outline Set KCST USA: June 14 Plan Confirmation Hearing KONARED CORP: M&K CPAS PLLC Raises Going Concern Doubt LBI MEDIA: Seeks to Hire BDO USA as Accountant and Auditor LINDBLAD EXPEDITIONS: Moody's Hikes CFR to B1, Outlook Stable LUNA DEVELOPMENTS: U.S. Trustee Unable to Appoint Committee MACAULEY CONTRACTING: Don Dowd Buying Five Trucks for $145K MANUEL BABILONIA: Selling Aguada Property for $235K MATTDOG, INC.: Seeks to Hire Eugene D. Roth as Attorney MATTRESS OVERSTOCK: Needs Until May 17 to File Plan, Disclosures MDVIP LLC: Moody's Completes Ratings Review MEYERS STERNER: May 23 Evidentiary Hearing on Plan Confirmation MIAMI INTERNATIONAL: Trustee Hires Agentis PLLC as Co-Counsel MIAMI INTERNATIONAL: Trustee Hires FTI as Financial Advisor MIAMI INTERNATIONAL: Trustee Hires Porzio Bromberg as Co-Counsel MUNCHERY INC: U.S. Trustee Forms 3-Member Committee MURPHY OIL: Moody's Affirms Ba2 CFR & Alters Outlook to Stable MURRAY ENERGY: S&P Lowers ICR on Open Market Repurchases Below Par MYSTERY ROOM: Seeks to Extend Exclusive Filing Period by 75 Days NATIVE SPIRIT: Latest Plan to be Funded from Operating Revenues NAVIENT CORP: Fitch Affirms 'BB' LT IDR, Outlook Negative NVA HOLDINGS: Moody's Completes Ratings Review OCULAR THERAPEUTIX: Incurs $60.0-Mil. Net Loss at Year-End 2018 OMNI AI: Unsecureds to Get Prorata Share of $50,000 Under Plan PACIFIC BLUE ENERGY: Accumulated Deficit Casts Going Concern Doubt PACKAGING COORDINATORS: Moody's Completes Ratings Review PALM DRIVE: May 29 Confirmation Hearing on Plan of Adjustment PENGROWTH ENERGY: KPMG LLP Raises Going Concern Doubt PHOEBEN INC: Dothan Buying Substantially All Assets for $1.9M PHOENIX GUARANTOR: Moody's Completes Ratings Review PHUNWARE INC: WithumSmith+Brown PC Raises Going Concern Doubt PROVECTUS BIOPHARMACEUTICALS: Marcum Raises Going Concern Doubt PS SYSTEMS: Tax Consequences Provision Removed in New LCI Plan PS SYSTEMS: To Pay Unsecureds in Full at 5% Interest Over 6 Years PURE BIOSCIENCE: Cumulative Net Loss Casts Going Concern Doubt Q BIOMED INC: Marcum LLP Raises Going Concern Doubt QUORUM HEALTH: S&P Lowers ICR to 'CCC+' on Tightening Liquidity REALTEX CONSTRUCTION: Deyoe Plan Contribution Raised to $250K REEVES COUNTY, TX: S&P Puts CCC+ Rating on COPs on Watch Positive RHINO RUSH: Case Summary & 20 Largest Unsecured Creditors RIOT BLOCKCHAIN: Needs More Capital to Continue as Going Concern RIVERA FAMILY: Phillips Buying Onalaska Property for $1.2 Million RORA LLC: Seeks to Hire Morrison Tenenbaum as Counsel SAM KANE BEEF: U.S. Trustee Unable to Appoint Committee SAN JUAN ICE: April 24 Plan Confirmation Hearing SCRIBEAMERICA INTERMEDIATE: Moody's Completes Ratings Review SCSG EA: Moody's Completes Periodic Ratings Review SEITEL INC: S&P Raises ICR to CCC+ on Refinancing, Off Watch Dev. SENIOR CARE: La Hacienda Transferring Assets to Capstone-Houston SENIOR CARE: PM Management Transferring Assets to ML-Cedar Park SENIOR CARE: PM Mgmt. Transferring Assets to Corsicana Nursing SENIOR CARE: SCC Transferring Assets to Socorro Health SENIOR CARE: Transferring 38 Facilities to New Operators SENIOR CARE: Windmill SCC Transferring Assets to JWJM, LLC SERES THERAPEUTICS: PwC LLP Raises Going Concern Doubt SHIRLEY MCCLURE: Trustee Selling Claims in Tidus Suit for $100K SLANE MARINE: Full Payment for Unsecureds Under Trustee's Plan SLM CORP: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable SOUTH TEXAS INNOVATIONS: Unsecureds' Recovery Unknown Under Plan SOUTHCROSS ENERGY: NYSE Files Form 25 with the SEC SQLC SENIOR LIVING: U.S. Trustee Unable to Appoint Committee SUNESIS PHARMACEUTICALS: Ernst & Young Raises Going Concern Doubt SYNCREON GROUP: Moody's Lowers CFR & Secured Debt Rating to Ca THINGS REMEMBERED: Enesco Buying Business Assets THOMSON-SHORE INC: Case Summary & 20 Largest Unsecured Creditors TINA MARIE WHITE: Carters Buying Groesbeck Property for $375K TOTAL FINANCE: Wind-Down Proceeds to Fund Proposed Plan TRANSOUTH HOLDINGS: Selling Saraland Property for $85K U & J CAFE: April 18 Plan Confirmation Hearing Set ULTRA PETROLEUM: S&P Hikes ICR to CCC+ After Debt Exchanges UNITI GROUP: Posts Fourth Quarter Net Income of $14.7 Million URGENT CARES: Moody's Completes Periodic Ratings Review VALERITAS HOLDINGS: Friedman LLP Raises Going Concern Doubt VERNON PARK: Seeks April 15 Extension to File Plan, Disclosures VETCOR PROFESSIONAL: Moody's Completes Ratings Review VIASAT INC: S&P Lowers Senior Unsecured Notes Rating to 'B' VYAIRE MEDICAL: Moody's Lowers CFR to Caa1 & 1st Lien Loans to B3 WESTMORELAND COAL: WMLP Debtors File Chapter 11 Liquidation Plan WILSON LAND: Rossers Buying Interest in Concord Property for $60K WP CITYMD: Moody's Completes Periodic Ratings Review [^] Large Companies with Insolvent Balance Sheet ********* 4L TECHNOLOGIES: Moody's Rates Proposed First Lien Facilities 'B3' ------------------------------------------------------------------ Moody's Investors Service affirmed its B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR) for 4L Technologies Inc. and concurrently assigned B3 ratings to the company's proposed reduced, amended, extended, and re-priced senior secured first lien term loan due 2022 and first lien revolving credit facility due 2022. The ratings outlook is stable. Proceeds from the proposed term loan along with $116 million in balance sheet cash will be used to refinance the company's existing credit facilities and pay related fees & expenses. The company will have $59 million in cash remaining on the balance sheet at close. According to Moody's lead analyst Andrew MacDonald, "Moody's is affirming the B3 CFR because although it views the proposed transaction favorably as it deleverages the balance sheet and modestly extends debt maturities, it believes there will be continued headwinds in the print cartridge business. Leverage will be set at a modest level at close, but it anticipates it will increase slightly in 2019 from a wider-than-average variety of product mix in 2019 that will initially weigh on margins before stabilizing thereafter. Longer term, it expects leverage to improve primarily driven by free cash flow generation that will be used for debt repayment and mitigate earnings pressure." The following ratings have been assigned for 4L Technologies Inc.: $45 million Gtd Senior Secured First Lien Revolving Credit Facility due 2022, B3 (LGD4) $595 million Gtd Senior Secured First Lien Term Loan due 2022, B3 (LGD4) The following ratings have been affirmed for 4L Technologies Inc.: Corporate Family Rating, B3 Probability of Default Rating, B3-PD Outlook, remains stable The following ratings remain unchanged for 4L Technologies Inc. and will be withdrawn upon closing of the transaction: $65 million Gtd Senior Secured First Lien Revolving Credit Facility due 2019, B3 (LGD4) $695 million (outstanding) Gtd Senior Secured First Lien Term Loan due 2020, B3 (LGD4) RATINGS RATIONALE 4L Tech's B3 CFR largely reflects the business risks inherent in the mature printing market and highly competitive nature of the company's wireless segment, both of which experienced revenue declines in 2017 and 2018. The rating also incorporates the company's small revenue size, high customer concentration and limited end market diversification. The company has shown considerable margin improvement after recovering from operational challenges in 2017 related to its wireless business, but that segment remains intensely competitive due to high supplier fragmentation. The company's imaging segment faces a secular decline because of the steady reduction in print volumes that will generally require market share gains to grow revenue. 4L Tech's aggressive financial policies, evidenced by its private equity ownership and history of shareholder distributions and large debt-funded acquisitions, serves to further constrain the rating. Nonetheless, the rating incorporates Moody's expectation that operational improvements within 4L Tech's wireless business and cost reduction initiatives in its imaging business will mitigate margin pressure as the company's revenue mix shifts in the wireless business. Pro forma for the transaction, key credit metrics are appropriate for the assigned B3 rating given the company's operating profile and Moody's view regarding enterprise value, with Moody's-adjusted debt-to-EBITDA of 4.6 times at December 31, 2018, down from 5.4 times. However, leverage is expected to be pressured and modestly increase to 5.0 times in 2019 stemming from continued softening in the company's imaging segment combined with greater variability in wireless product mix as newer models that initially offer lower margins before volumes fully ramp up carry a higher mix of total sales than normal. However, leverage should stabilize around 5.0 times in 2020 with earnings roughly flat and positive free cash flow that will be used for debt repayment, mainly a $15 million annual mandatory debt amortization payment. The rating is also supported by the company's good liquidity with a robust cash balance of $59 million at close, $10 million of projected free cash flow during the next 12 months after mandatory debt amortization payments, and the proposed $45 million revolving credit facility that will be undrawn at close. Also lending support to the rating is the company's leading market position in print cartridge collection and remanufacturing, and its long-term relationships with key customers. The stable outlook reflects Moody's expectation that the company's operational improvements will be sustained and the company will generate positive free cash flows at stable margins during the next 12-18 months. The outlook also incorporates Moody's expectation that 4L Tech will maintain good liquidity. The ratings could be upgraded if 4L Tech is able to sustainably and organically grow revenue, earnings, profitability and free cash flow such that Moody's-adjusted debt-to-EBITDA is below 5.0 times and annual retained cash flow-to-debt exceeds 8%, both on a sustained basis. The company would also need to maintain good liquidity. An increase in the company's size and segment diversification could also lead to an upgrade. An upgrade would also likely require a commitment to conservative financial policies with regard to shareholder distributions and large, debt-funded acquisitions. The ratings could be downgraded if 4L Tech's liquidity materially deteriorates, or if the company fails to demonstrate revenue growth while maintaining operating margins above 5.5%. The loss of a key customer contract and/or a debt-funded acquisition or shareholder distribution that results in Moody's-adjusted debt-to-EBITDA sustaining above 6.5 times or EBIT-to-interest expense falling below 1.25 times could also result in a downgrade. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. 4L Technologies Inc. ("4L Tech") collects, remanufactures and distributes laser and inkjet printer cartridges and wireless devices through manufacturing facilities in the United States, Mexico, Europe, and Asia regions. The company's main customers include leading office product retailers and wireless carriers in the United States. 4L Tech has been majority-owned by Golden Gate Private Equity, Inc. ("Golden Gate") since 2010. For the twelve months ended December 31, 2018, the company's pro forma revenue (excluding the telecom business) was $820 million. A.P. BECK-ANDOVER: Hires Empire as Real Estate Broker ----------------------------------------------------- A.P. Beck-Andover Realty, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Empire, as real estate broker to the Debtor. A.P. Beck-Andover requires Empire to market and sell the Debtor's real property located at 6-8 Windsor Street, Andover, MA. Empire will be paid a commission of 4% of the gross sales price. George Silva, broker at Empire, 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. Empire can be reached at: George Silva EMPIRE 29 South Canal Street Tel: (978) 662-1981 About A.P. Beck-Andover Realty A.P. Beck-Andover Realty, LLC, a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B) filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-41696) on Sept. 11, 2018. In the petition signed by Adam P. Beck, manager, the Debtor estimated $1 million to $10 million in assets and liabilities. The Ann Brennan Law Offices is the Debtor's counsel. The Debtor tapped Coco Early & Associates as real estate broker. ACAR WIND DOWN: Removed Certain Provision on Priority Tax Claims ---------------------------------------------------------------- ACAR Wind Down, Inc., f/k/a ActiveCare, Inc., and affiliates filed a combined disclosure statement and chapter 11 plan of liquidation dated March 15, 2019. This latest filing removes a provision regarding the priority tax claims. The removed provision provided in the previous plan is as follows: Any Claims asserted by a Governmental Unit on account of any penalties and assessments will not be Priority Tax Claims and will be subordinated to General Unsecured Claims. On the Effective Date, any Liens securing any Allowed Priority Tax Claim will be deemed released, terminated, and extinguished, in each case without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule, or the vote, consent, authorization, or approval of any Person. A copy of the Combined Disclosure Statement and Plan dated March 15, 2019 is available at http://tinyurl.com/yy49locafrom Pacermonitor.com at no charge. About ActiveCare Inc. ActiveCare, Inc. -- https://www.activecare.com/ -- is a real-time health analytics and monitoring company that provides self-insured health plans with solutions that significantly reduce the impact and cost of diabetes. ActiveCare, Inc., along with affiliates 4G Biometrics, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11659) on July 15, 2018. In the petitions signed by CEO Mark J. Rosenblum, ActiveCare, Inc., declared total assets of $2,623,458 and $41,787,746 in liabilities. The Hon. Laurie Selber Silversteinis the case judge. The Debtors tapped Polsinelli PC, led by Christopher A. Ward, Esq., as counsel; and Gavin/Solmonese LLC as financial advisor and asset sale advisor. Lucy Thomson serves as consumer privacy ombudsman in the case. The U.S. Trustee appointed an official committee of unsecured Creditors in the cases. The Committee tapped Orrick, Herrington & Sutcliffe LLP and Klehr Harrison Harvey Branzburg, LLP, as co-counsel, and RSR Consulting, LLC, as financial advisor. On Jan. 9, 2019, the corporate name of ActiveCare, Inc., was changed to ACAR Wind Down, Inc. ACES INTERNATIONAL: Financial Condition Casts Going Concern Doubt ----------------------------------------------------------------- PLDT Inc. disclosed in its Form 6-K filing dated March 7, 2019 with the U.S. Securities and Exchange Commission that ACeS International Limited's significant operating losses, negative operating cash flows and significant levels of debt raised substantial doubt about AIL's ability to continue as a going concern. At December 31, 2018, PLDT subsidiary ACeS Philippines Cellular Satellite Corporation (ACeS Philippines) held a 36.99% equity interest in ACeS International Limited (AIL), a company incorporated under the laws of Bermuda. AIL owns the Garuda I Satellite and the related system control equipment in Batam, Indonesia. In December 2014, AIL suffered a failure of the propulsion system on board the Garuda I Satellite, thus, AIL decided to decommission the operation of Garuda I Satellite in January 2015. AIL has incurred significant operating losses, negative operating cash flows, and significant levels of debt. The financial condition of AIL was partly due to the National Service Providers', or NSPs, inability to generate the amount of revenues originally expected as the growth in subscriber numbers has been significantly lower than budgeted. These factors raised substantial doubt about AIL's ability to continue as a going concern. On this basis, PLDT recognized a full impairment provision of Php1,896 million in respect of its investment in AIL in 2003. PLDT said, "Share in net cumulative losses were not recognized as we do not have any legal or constructive obligation to pay for such losses and have not made any payments on behalf of AIL." A full-text copy of the Form 6-K is available at https://bit.ly/2Y9jUvM AFFORDABLE CARE: Moody's Completes Ratings Review ------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Affordable Care Holding Corp. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Affordable Care Holding Corp.'s ("ACH") Caa1 Corporate Family Rating reflects ACH's high financial leverage, which will increase with the DDS Dentures + Implant Solutions acquisition and the potential for operating disruption from the merger. The rating also reflects ACH's modest size relative to other rated healthcare companies and limited revenue diversification. ACH is focused on dentures, which Moody's views as being more sensitive to changes in economic conditions. The rating is further constrained by ACH's liquidity, given Moody's expectation for negative free cash flow and low cash balances. ALLIANCE SECURITY: Security Systems Buying All Assets for $500K --------------------------------------------------------------- Alliance Security, Inc., asks the U.S. Bankruptcy Court for the District of Rhode Island to authorize the sale of substantially all assets to Security Systems, Inc. for $500,000, plus the payment of the Seller's accounts payable incurred in connection with the Seller's sale, installation or purchase of alarm accounts (including, but not limited to employee payroll, dealer funding, payroll taxes, and employee benefits) and not funded by the Buyer prior to the Closing up to $300,000, plus any additional purchase price premium due as a result of the Seller's average weekly alarm installations as set forth in Schedule C of the Asset Purchase Agreement, subject to overbid. The Debtor's assets primarily include, inter alia, cash, alarm equipment inventory, alarm monitoring accounts, general intangibles, executory contracts, licenses and permits, vehicles, and office equipment, including hardware and software. Its business is based primarily on the sale of the alarm monitoring accounts, and not the revenue derived from the monthly monitoring fees. However, the Debtor typically tries to retain alarm monitoring accounts for at least several months so that the account is less likely to be cancelled after its sale by the Debtor. Prior to the Debtor's bankruptcy filing, the Debtor and Monitronics International, Inc. were parties to an Alarm Monitoring Purchase Agreement ("AMPA"), which, inter alia, provides a mechanism by which Monitronics could purchase any alarm monitoring agreement that the Debtor entered into with a security system customer and desires to sell. However, the terms of the AMPA became overly burdensome on the Debtor, and the AMA sale terms under the AMPA were insufficient to allow the Debtor to continue its operations and its relationship with Monitronics. Ultimately, the Debtor recognized that it could not effectively operate and attempt to preserve its assets without relief from the AMPA. Accordingly, on July 14, 2017, the Debtor filed the instant chapter 11 proceedings. Following its bankruptcy filing, the Debtor rejected the AMPA and subsequently entered into the Dealer Agreement with Safe Home Security, Inc. ("SHS"). Prior to selling any accounts to SHS, the alarm monitoring services are now provided by SHS or Rapid Response Monitoring, Inc. Since the end of 2018, the Debtor has sought to transition its sales from a telemarketing business to a door-to-door sales business model. Currently, the Debtor estimates that 75% of its sales are form door-to-door sales, and only 25% are from telemarketing sales. In April 2014, the Debtor and Mr. Gotra entered into a Consent Order with the Federal Trade Commission ("FTC") in the U.S. District Court for the District of Massachusetts that, inter alia, prohibits the Debtor, Gotra and their Representatives from initiating (i) an unsolicited telemarketing call to a consumer at a telephone number on the National Do-Not-Call-Registry ("NDNCR") or on the Debtor's Internal Do-Not-Call-Registry ("IDNCR"); or (ii) an unsolicited telemarketing call that delivers a pre-recorded message (unless certain exceptions apply). On June 30, 2017, two weeks before the Debtor filed bankruptcy, the FTC sent the Debtor's prior counsel a draft Complaint and proposed Order to attempt to resolve a settlement prior to initiating litigation. Then, the FTC spent an additional eight months attempting to negotiate a settlement before filing the lawsuit. Subsequently, on March 23, 2018, the FTC filed a lawsuit against the Debtor and Mr. Gotra in the District Court asking injunctive relief and civil penalties for alleged violations of laws and regulations the FTC enforces, including the Telemarketing Sales Rule and Fair Credit Reporting Act. In addition, the FTC also filed a Motion for a Preliminary Injunction asking, inter alia, an immediate ban on telemarketing activity by the Debtor. On Sept. 19, 2018, the FTC filed its Motion to Dismiss or Convert Chapter 11 Case. On Oct. 18, 2018, the U.S. Trustee filed its Motion to Convert Chapter 11 Case to Chapter 7. Both the Motions allege that, inter alia, the Debtor has suffered a substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation. However, the Debtor subsequently determined that a sale of substantially all of its assets and business operations, rather than continuing its business operations with the uncertainty of the FTC litigation and other litigation pending against the Debtor, would be in the best interest of the Debtor's bankruptcy estate, and realize the best value for its assets. The Debtor began negotiations with several interested parties to obtain a stalking horse for the Debtor's Assets in its attempt to formulate a plan to pay its creditors. As a result of these efforts, the Debtor has negotiated and entered into an Asset Purchase and Sale Agreement with the Buyer. The Buyer proposes to acquire substantially all of the Assets of the Debtor for $500,000, plus the payment of the Seller's accounts payable incurred in connection with the Seller's sale, installation or purchase of alarm accounts (including, but not limited to employee payroll, dealer funding, payroll taxes, and employee benefits) and not funded by the Buyer prior to the Closing up to $300,000, plus any additional purchase price premium due as a result of the Seller's average weekly alarm installations as set forth in Schedule C of the APA. The sale of the Debtor's Assets to the Buyer is subject to higher or better offers, and the approval of the Court, after notice to all interested parties and hearing as determined by the Court, authorizing and ordering the sale of the Assets free and clear of all liens, security interests, claims, encumbrances and interest, including any claims related to the FTC Lawsuit. The Buyer's offer includes a deposit in the amount of $50,000, $25,000 of which will be nonrefundable in the event the Buyer does not close on the sale of the Assets, unless the sale of the Assets to the Buyer is not approved by the Court, or the Court approves a sale of Assets to another buyer for an amount in excess of $750,000. The reminder of the Deposit will become nonrefundable upon the Court approval of the sale of the Assets to the Buyer. Under the APA, the Buyer has 60 days from the execution of the APA to complete its review of the Seller’s Assets, including the Seller's leases and executory contracts, in order to determine what assets may be Excluded Assets. The closing would take place on or before the expiration of 22 days following the date of the entry of the Court Order approving sale. The Buyer will pay its own legal and professional fees and other costs and expenses. The Debtor will terminate its business operations upon the closing of the sale of its Assets. Contemporaneously with the Motion, the Debtor is filing a Motion for Approval of Sale Procedures and Notice, which is incorporated in the Motion by reference. As set forth, to enhance the value of the Sale, the Debtor asks approval of its assumption and assignment of any Assigned Contracts to the Buyer. To the extent monetary defaults exist under any executory contract or unexpired lease that is to be assumed and assigned in connection with the Sale, such defaults will be cured in connection with the sale. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Alliance_Security_805_Sales.pdf The Purchaser: SECURITY SYSTEMS, INC. 1125 Middle Street, Suite #201 Middletown, CT 06457 About Alliance Security Based in Warwick, Rhode Island, Alliance Security, Inc. -- http://www.alliancesecurity.com/-- is a security system supplier. Alliance Security filed for Chapter 11 bankruptcy protection (Bankr. D.R.I. Case No. 17-11190) on July 14, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Jasjit Gotra, its president and CEO. Judge Diane Finkle presides over the case. The Debtor tapped Venable, LLP as its special counsel, and DiSanto, Priest & Co. as its accountant. The U.S. Trustee for the District of Rhode Island appointed an official committee of unsecured creditors on July 27, 2017. The Committee hired Robinson & Cole LLP as its counsel. AMERICAN DENTAL: Moody's Completes Ratings Review ------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of American Dental Partners, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. American Dental Partners, Inc.'s ("ADPI") B2 Corporate Family Rating reflects its elevated financial leverage and niche focus in the dental space with ~75% of its revenues derived from general dentistry and hygiene. Moody's expects ADPI to maintain an aggressive growth strategy of acquiring existing dental practices with cash and debt. ADPI's solid market presence as one of the largest dental service organization's ("DSO") in the US, geographic diversification and favorable industry dynamics support the rating. AQUABOUNTY TECHNOLOGIES: Wolf & Company Raises Going Concern Doubt ------------------------------------------------------------------ AquaBounty Technologies, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $10,382,059 on $84,518 of revenues for the year ended Dec. 31, 2018, compared to a net loss of $9,258,647 on $53,278 of revenues for the year ended in 2017. The audit report of Wolf & Company, P.C., states that the Company has suffered recurring losses and negative cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $27,671,060, total liabilities of $4,436,757, and a total stockholders' equity of $23,234,303. A copy of the Form 10-K is available at: https://bit.ly/2UNMC3g AquaBounty Technologies, Inc., a biotechnology company, develops and markets products to enhance productivity in aquaculture. It offers AquAdvantage Salmon, a genetically modified Atlantic salmon for human consumption. The Company was formerly known as Aqua Bounty Farms, Inc. and changed its name to AquaBounty Technologies, Inc. in June 2004. AquaBounty Technologies, Inc. was founded in 1991 and is headquartered in Maynard, Massachusetts. AquaBounty Technologies, Inc. is a subsidiary of Intrexon Corporation. ARGOS THERAPEUTICS: Files Chapter 11 Plan of Liquidation -------------------------------------------------------- Argos Therapeutics, Inc. filed a disclosure statement for its proposed plan of liquidation dated March 15, 2019. The Plan contemplates a restructuring of the Debtor through an orderly liquidation of all of the Debtor's assets. The primary objective of the Plan is to maximize the value of recoveries to all holders of Allowed Claims and Allowed Interests and generally to distribute all property of the Estate that is or becomes available for distribution generally in accordance with the priorities established by the Bankruptcy Code. The Debtor believes that the Plan accomplishes this objective and is in the best interest of the Estate. Generally speaking, the Plan: -- provides the vesting of all Available Cash in the Post-Effective Date Debtor, for the purpose of distribution to holders of Allowed Claims; -- provides for a settlement, at a discount, of the Claims of the Debtor's primary secured creditor, Pharmstandard International S.A. -- designates a Plan Administrator to wind down the Debtor's affairs, reconcile Claims, pay Allowed Claims and administer the Plan in an efficacious manner; and -- provides for 100% recoveries for holders of Administrative Claims, Secured Tax Claims, Priority Tax Claims, Other Priority Claims and Other Secured Claims. The Plan proposes to fund creditor recoveries from Cash on hand and the proceeds of one or more sale transactions. Pursuant to the Plan, the Debtor, the Post-Effective Date Debtor, the Plan Administrator, or the Disbursing Agent will pay or provide for payments of Claims as follows: -- the Debtor or the Post-Effective Date Debtor will pay Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Secured Tax Claims, Allowed Other Secured Claims and Allowed Other Priority Claims in full from the Priority Claim Reserve; -- the Debtor will fund the Professional Fee Escrow Account, which Professional Fee Escrow Account shall be used to pay Allowed Professional Fee Claims; holders of Allowed Class 4 Pharmstandard Secured Note Claims against the Debtor will receive their Pro Rata share of the Pharmstandard Settlement Amount; -- holder of Allowed Class 5 General Unsecured Claims will receive their Pro Rata share of Available Cash in full and final satisfaction of all General Unsecured Claims; and -- existing Interests in the Debtor will be canceled without any distribution to the holders of such Interests. A copy of the Disclosure Statement dated March 15, 2019 is available at http://tinyurl.com/y5su9dyrfrom Pacermonitor.com at no charge. About Argos Therapeutics Argos Therapeutics, Inc., was incorporated in the State of Delaware on May 8, 1997. The Company is an immuno-oncology company focused on the development and commercialization of individualized immunotherapies for the treatment of cancer and infectious diseases based on its proprietary precision immunotherapy technology platform called Arcelis. Argos Therapeutics filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-12714) on Nov. 30, 2018. The Debtor estimated $1 million to $10 million in assets and $10,000,001 to $50 million in liabilities. Judge Kevin J. Carey presides over the case. Matthew B. McGuire at Landis Rath & Cobb LLP represents the Debtor as counsel. No official committee of unsecured creditors has been appointed in the case. AURORA COMMERCIAL: Case Summary & 6 Unsecured Creditors ------------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Aurora Commercial Corp. (Lead Case) 19-10843 277 Park Avenue, 46th Floor New York, NY 10172 Aurora Loan Services LLC 19-10844 Business Description: Aurora Commercial Corp. is a wholly-owned subsidiary of Lehman Brothers Holdings Inc. that offers banking, loan servicing, and investor services. Chapter 11 Petition Date: March 24, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtors' Counsel: Albert Togut, Esq. Frank A. Oswald, Esq. Kyle J. Ortiz, Esq. TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, NY 10119 Tel: (212) 594-5000 Fax: (212) 967-4258 Email: altogut@teamtogut.com frankoswald@teamtogut.com kortiz@teamtogut.com Debtors' Notice, Claims, and Balloting Agent: PRIME CLERK LLC Aurora Commercial's Estimated Assets: $50 million to $100 million Aurora Commercial's Estimated Liabilities: $0 to $50,000 The petition was signed by Brenda Darnell, senior vice president. A full-text copy of Aurora Commercial's petition is available for free at: http://bankrupt.com/misc/nysb19-10843.pdf List of Aurora Commercial's 6 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Brown, Larry Litigation $0 c/o Brian J Jacobs 6464 Woodman Avenue, Suite 103 Van Nuys, CA 91401 Tel: (310) 770-6874 Fax: (310) 858-6489 Heron, James Litigation $0 c/o Talcott Franklin, P.C. Attn: Shannon Conway 1920 McKinley Ave, 74th Floor Dallas, TX 75201 Tel: (901) 369-3600 Email: sonway@talcottfranklin.com; tal@talcottfranklin.com McNichol, Duane E. Litigation $0 c/o Sulaiman Law Group, Ltd. Attn: Alexander Taylor 2500 S. Highland Ave, Suite 200 Lombard, IL 60148 Tel: (630) 967-8789 Email: ataylor@sulaimanlaw.com Nationstar Mortgage LLC Indemnification $0 Attn: Tony Villani, General Counsel 8950 Cypress Waters Blvd Coppell, TX 75019 Tel: (972) 316-5429 Fax: (469) 549-2085 Redmond, James Litigation $0 c/o Justin M. Block, Esq. One Suffolk Square, Suite 500 1601 Veterans Memorial Highway Islandia, NY 11749 Tel: (631) 543-2200 U.S. Bank, N.A. Litigation $0 c/o Fein, Such & Crane, LLP 1400 Old Country Road, Suite C103 Westbury, NY 11590 Tel: (516) 394-6921 Fax: (516( 394-6922 Related Bankruptcy Cases: Debtor Name Case No. Petition Date Status ----------- -------- ------------- ------ LB 745 LLC 08-13600 09/16/2008 Closed PAMI Statler Arms LLC 08-13664 09/23/2008 Closed Lehman Brothers Commodity Services Inc. 08-13885 10/03/2008 Closed Lehman Brothers Finance SA 08-13887 10/05/2008 Dismissed Lehman Brothers Special 08-13888 10/03/2008 Open Financing Inc. Lehman Brothers OTC 08-13893 10/03/2008 Open Derivatives Inc. Lehman Brothers Derivative Products Inc. 08-13899 10/05/2008 Closed Lehman Commercial Paper Inc.08-13900 10/05/2008 Open Lehman Brothers 08-13901 10/05/2008 Closed Commercial Corporation Lehman Brothers Financial Products Inc. 08-13902 10/05/2008 Closed Fundo de Investimento 08-13903 10/05/2008 Dismissed Multimercado Credito Privado Lehman Scottish Finance L.P.08-13904 10/05/2008 Closed CES Aviation LLC 08-13905 10/05/2008 Closed CES Aviation V LLC 08-13906 10/05/2008 Closed CES Aviation IX LLC 08-03907 10/05/2008 Closed East Dover Limited 08-13908 10/05/2008 Closed Luxembourg Residential 09-10108 01/07/2009 Closed Properties Loan Finance S.a.r.l. BNC Mortgage LLC 09-10137 01/09/2009 Open Structured Asset 09-10558 02/09/2009 Closed Securities Corporation LB Rose Ranch LLC 09-10560 02/09/2009 Closed LB 2080 Kalakaua Owners LLC 09-12516 04/23/2009 Closed Merit LLC 09-17331 12/14/2009 Closed LB Somerset LLC 09-17503 12/22/2009 Closed LB Preferred Somerset LLC 09-17505 12/22/2009 Closed FL 6801 Spirits LLC 14-11691 06/01/2014 Reopened FL 6801 Collins North LLC 14-11692 06/01/2014 Closed FL 6801 Collins South LLC 14-11693 06/01/2014 Closed FL 6801 Collins Central LLC 14-11694 06/01/2014 Closed Lehman Brothers U.K. 17-12442 08/31/2017 Closed Holdings (Delaware) Inc. Lehman Pass-Through Securities Inc. 17-12443 08/31/2017 Closed AVEANNA HEALTHCARE: Moody's Completes Ratings Review ---------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Aveanna Healthcare LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Aveanna's B3 Corporate Family Rating reflects the company's very high financial leverage. Furthermore, the rating is constrained by company's highly concentrated payor mix with significant Medicaid exposure, and relatively limited geographic diversity. Moody's expects that the state of Texas will continue to represnt a meaningful portion of Aveanna's revenues, and to remain one of the most aggressive states with regard to cost reductions. The rating also reflects Moody's belief that the company will continue to pursue an aggressive growth strategy, including acquisitions that are likely to be at least partially funded with incremental debt, and which in turn will limit debt repayment. The rating benefits from Aveanna's leading niche position in the otherwise fragmented market of pediatric home health services, and favorable long-term industry growth prospects. AVINGER INC: Moss Adams LLP Raises Going Concern Doubt ------------------------------------------------------ Avinger, Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss and comprehensive loss of $27,558,000 on $7,915,000 of revenues for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $48,732,000 on $9,934,000 of revenues for the year ended in 2017. The audit report of Moss Adams LLP states that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $23,699,000, total liabilities of $14,239,000, and a total stockholders' equity of $9,460,000. A copy of the Form 10-K is available at: https://bit.ly/2FkXU8w Avinger, Inc., a commercial-stage medical device company, designs, manufactures, and sells image-guided and catheter-based systems used by physicians to treat patients with peripheral arterial disease (PAD) in the United States and Europe. Avinger, Inc. was founded in 2007 and is headquartered in Redwood City, California. BALL CORP: Moody's Retains Ba1 CFR, Outlook Still Stable -------------------------------------------------------- Moody's Investors Service assigned Baa3 ratings to the proposed new term loan and revolving credit facilities due 2024 of Ball Corporation. Ball's Ba1 corporate family, Ba1-PD probability of default, SGL-2 and other instrument ratings are unchanged. The ratings outlook is stable. The proceeds of the debt will be used to pay off the existing term loan and revolving credit facilities. The ratings for the existing term loan and revolving credit facilities will be withdrawn upon close of the transaction. The transaction extends the debt maturity structure but is leverage neutral and does not materially change the credit profile. Assignments: Issuer: Ball Corporation Senior Secured Revolving Credit Facility, Assigned Baa3 (LGD3) Senior Secured Multicurrency Revolving Credit Facility, Assigned Baa3 (LGD 3) Senior Secured Term Loan A, Assigned Baa3 (LGD3) RATINGS RATIONALE Ball Corporation benefits from its stable profitability, consolidated industry structure with long-standing competitive equilibrium and scale. The company also benefits from its high percentage of long-term contracts with strong cost pass-through provisions, geographic diversification and a continued emphasis on innovation and product diversification. Ball is constrained by its aggressive financial policy, primarily commoditized product line and concentration of sales. The company has demonstrated a willingness to undertake large, debt financed acquisitions that stretch credit metrics and significant share repurchase programs. The product line still includes a large percentage of commodity products. Ball also has a high concentration of sales by both customer and product line. The SGL-2 speculative grade liquidity rating reflects Ball's projected strong cash flow, ample availability under the proposed revolving credit facility and good covenant cushion. The company has a good liquidity profile which includes the proposed $1.25 billion USD revolving credit facility and proposed $500 million multicurrency revolving credit facility. Both facilities will expire in 2024. Additionally, the company maintains adequate cash balances. Peak working capital needs occur in the first and second calendar quarters and fluctuate depending upon raw material costs. Working capital needs can also be affected by unit volumes and growth rates in different segments as payment terms can vary. The company has generally maintained adequate availability under its revolver after funding working capital needs and the strong contractual cost pass-through mechanisms ensure cash flow increases accordingly when raw material costs rise. Covenants under the extended credit facility include a net leverage test under which the company is expected to have ample cushion. The nearest significant debt maturity is the $1 billion and €400 million unsecured notes due December 2020. The credit facilities are secured by a stock pledge only leaving the potential for some assets to be sold as an alternative source of liquidity. The stable outlook reflects an expectation that the company achieves the projected improvements in operating results and synergies arising from the Rexam acquisition. Ball's financial aggressiveness is the primary impediment to an upgrade. An upgrade in ratings would require a commitment to maintain less aggressive financial policies or significantly more cushion within the contemplated higher rating category. Additionally, an upgrade would require an investment grade capital structure and continued stability in the competitive and operating environment. Specifically, the rating could be upgraded if: Adjusted total debt-to-EBITDA improved to less than 3.25 times Funds from operations-to-debt improved to over 22% EBITDA-to-interest expense improved to over 6.25 times on a sustainable basis The ratings or outlook could be downgraded should an acquisition, new shareholder initiative or exogenous shock impair cash generation. The failure of the company to achieve the projected improvements in credit metrics or a deterioration in the operating and competitive environment could also result in a downgrade. Specifically, the ratings could be downgraded if: Adjusted total debt-to-EBITDA remains above 4.0 times Funds from operations-to-debt remains below 18% EBITDA-to-interest expense remains below 5.5 times Broomfield, Colorado-based Ball Corporation is a manufacturer of metal packaging, primarily for beverages and household products, and a supplier of aerospace and other technologies and services to government and commercial customers. The metal packaging business generates approximately 90% of revenue, with the aerospace business contributing the balance. Ball is one of the world's largest beverage can producers, with leading positions in North America and Europe. The company reports in four segments including Beverage Packaging North and Central America, Beverage Packaging South America, Beverage Packaging Europe and Aerospace. Revenue for the twelve month period ended December 31, 2018 totaled approximately $11.6 billion. BIOCLINICA HOLDING I: Moody's Completes Ratings Review ------------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of BioClinica Holding I, LP and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. BioClinica's Caa1 Corporate Family Rating is constrained by its very high financial leverage, weak free cash flow, and small absolute size. BioClinica's debt/EBITDA will increase to more than 10 times in 2019 unless the company is able to continue strengthening its backlog and successfully execute on its ongoing cost saving initiatives. BioClinica's ratings benefit from its good market position within the specialized niche of outsourced imaging services for clinical trials. BIOSCRIP INC: Jody Kepler Tenders Resignation as SVP CCO -------------------------------------------------------- Jody Kepler provided notice to BioScrip, Inc. on March 18, 2019, that she will be stepping down as senior vice president, chief compliance officer and privacy officer of BioScrip, Inc. to become regulatory counsel of a healthcare company not in the infusion services field. Ms. Kepler is expected to remain in her position until April 12, 2019 to assist with the transition of her duties, according to a Form 8-K filed with the Securities and Exchange Commission. About BioScrip, Inc. Headquartered in Denver, Colo., BioScrip, Inc. -- http://www.bioscrip.com/-- is an independent national provider of infusion and home care management solutions, with approximately 2,100 teammates and nearly 70 service locations across the U.S. BioScrip partners with physicians, hospital systems, payors, pharmaceutical manufacturers and skilled nursing facilities to provide patients access to post-acute care services. BioScrip operates with a commitment to bring customer-focused pharmacy and related healthcare infusion therapy services into the home or alternate-site setting. BioScrip reported a net loss attributable to common stockholders of $62.90 million in 2018, following a net loss attributable to common stockholders of $74.27 million in 2017. As of Dec. 31, 2018, BioScrip had $583.9 million in total assets, $634.7 million in total liabilities, $3.23 million in series A convertible preferred stock, $90.05 million in series C convertible preferred stock, and a total stockholders' deficit of $144 million. * * * As reported by the TCR on Aug. 1, 2018, Moody's Investors Service upgraded BioScrip Inc's Corporate Family Rating to 'Caa1' from 'Caa2'. BioScrip's Caa1 Corporate Family Rating reflects the company's very high leverage and weak liquidity. Also in August 2018, S&P Global Ratings raised its issuer credit rating on BioScrip Inc. to 'CCC+' from 'CCC'. "The rating upgrade reflects our belief that BioScrip will be able to meet its debt obligations for at least the next 12 months." BLACKWOOD REDEVELOPMENT: Case Summary & 8 Unsecured Creditors ------------------------------------------------------------- Debtor: Blackwood Redevelopment Co. Inc. 109 NorthBlackhore Pike Blackwood, NJ 08012 Business Description: Blackwood Redevelopment Co. owns in fee simple a catering facility and commercial offices having an appraised value of $1.3 million. Chapter 11 Petition Date: March 25, 2019 Court: United States Bankruptcy Court District of New Jersey (Camden) Case No.: 19-15937 Debtor's Counsel: Scott H. Marcus, Esq. NEHMAD PERILLO DAVIS & GOLDSTEIN, PC 4030 Ocean Heights Avenue Egg Harbor Township, NJ 08234 Tel: (856) 227-0800 (609) 927-1177 Fax: (856) 227-7939 Email: smarcus@marcuslaw.net smarcus@npdlaw.com Total Assets: $1,400,000 Total Liabilities: $4,342,768 The petition was signed by Daniel Riiff, president. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at: http://bankrupt.com/misc/njb19-15937.pdf BUILDERS FIRSTSOURCE: Moody's Withdraws B3 on New Notes Due 2027 ---------------------------------------------------------------- Moody's Investors Service withdrew the B3 rating assigned to Builders FirstSource, Inc.'s ("BLDR") proposed 6.625% senior secured notes due 2027. The company recently announced that it terminated its offer to exchange up to $400 million aggregate principal amount of its 5.625% Senior Secured Notes due 2024 ($675.9 million currently outstanding) for newly issued 6.625% Senior Secured Notes due 2027. BLDR terminated the exchange offer since it did not meet the minimum issuance condition of $200 million aggregate principal amount of proposed notes. BLDR's B2 Corporate Family Rating, B2-PD Probability of Default Rating, SGL-2 Speculative Grade Liquidity Rating, and B3 rating assigned to its senior secured term loan maturing in 2024 and Notes due 2024 are not impacted. Rating outlook is stable. Moody's recognizes that BLDR has all of its credit facilities, which aggregate to about $1.15 billion at year-end 2018, coming due in 2024, increasing refunding risk. With that said, the company has sufficient time to address this maturing debt, but a delay in refinancing may result in even higher financing costs than the rate originally proposed for the failed exchange offer. The following ratings/assessments are affected by the action: Withdrawals: Issuer: Builders FirstSource, Inc. Gtd Senior Secured Global Notes, Withdrawn , previously rated B3 (LGD5) RATINGS RATIONALE Builders FirstSource, Inc.'s B2 Corporate Family Rating is not impacted by the termination of its exchange offer as it remains a leverage-neutral transaction. BLDR's adjusted debt-to-EBITDA remains approximately 3.3x at FYE18. Lower cash interest payments of $4 million without the proposed notes will not materially impact interest coverage, measured as adjusted EBITA-to-interest expense, of about 3.1x for 2018. Good fundamentals for new home construction, the main driver of BLDR's revenues and resulting earnings and cash flows, support growth. Moody's projects total US new housing starts could reach 1.27 million in 2019, representing a 2.3% increase from an expected 1.24 million in 2018. Moody's maintains a stable outlook for the US homebuilding industry. Builders FirstSource, Inc., headquartered in Dallas, TX, is a national distributor of lumber, trusses, millwork, and other building products, and provider of construction services. Residential new construction generates about 71% of total sales. Revenues for 2018 approximate $7.7 billion. BWR LLC: Blinding Edge Buying All Assets for $1.5 Million --------------------------------------------------------- BWR, LLC, asks the U.S. Bankruptcy Court for the Southern District of California to authorize the sale of substantially all assets to Blinding Edge One, LLC for $1.5 million. A hearing on the Motion is set for March 27, 2019 at 2:00 p.m. The Debtor is the owner of the Barbara Worth Hotel and Resort, sitting on approximately 99 acres and located at 2050 Country Club Drive, Holtville, California, consisting of seven buildings with a 104-room hotel with four apartment-type units, a conference and convention center, ballroom, restaurant/bar and an 18-hole golf course, driving range and pro shop. With the exception of the liquor license, all operational permits associated with the Hotel/Resort are current. Formed on 16 April 2017, the Buyer is a privately-held limited liability company headquartered in Scottsdale, Arizona. It develops, owns and operates various investment property. The Purchased Assets include, but are not limited to, all of the assets of the Debtor, equipment, furniture, fixtures, liquor license, good will relating to the hotel, restaurant bar, convention center, banquet facility and golf course known as the Barbara Worth Resort, including all inventory, licenses, leases, permits and registrations. The sale will be free and clear of all liens, claims and interests. The purchase price is $1.5 million, payable as follows: $1 million upon the close of escrow with a carryback promissory note in the amount of $500,000 secured by the Resort property, all due and payable one (1) year from the anniversary date of the Closing. Pursuant to the terms of then APA, Buyer will acquire CCDFI Loan, as evidenced by the Loan Documents, through its contractual rights under the Loan Sale Agreement Buyer has entered into with CCDFI in July 2018. Accordingly, through the Buyer's acquisition of the CCDFI Loan, together with the payment of the Purchase Price to the debtor and the Closing of the transaction, is expected to pay-off all allowed claims of creditors in full. Most importantly, as a contingency of the proposed sale, the Buyer, through a Loan Sale Agreement, will retire the Debtor's obligation to CCDFI in to and, upon the Court's approval of the sale, the Buyer, as successor in interest to CCDFI, will fully release any and all CCDFI claims against the Debtor and formally withdraw CCDFI's Proof of Claim (Claim No. 5-1, Claims Register) filed on Oct. 30, 2018 without further liability to Debtor, NAC 1, LLC or its principal Eddie Mejorado. CCDFI's loan to the borrower Imperial Palms Resort, LLC is a non-recourse loan, originated on May 1, 2012 and no guaranties were required by any non-borrower third parties. Claimant Daniel Chiu, an individual, asserts a bogus claim in the amount of $2 million (Claim 3-1, Claims Register) and in support thereof submits a Complaint for Breach of Contract, Fraud in the Inducement and Fraud 3 filed by plaintiff Oasis Growth Partners, LLC, a California limited liability company, the real party in interest, and names Mr. Eddie Mejorado as the sole defendant; Debtor BWR is unnamed. The Debtor BWR has not employed a broker, financial advisor or investment banker pre-petition or post-petition. The estate will be the sole recipient of the Sale proceeds, roughly $1.5 million, except for escrow and traditional closing costs, including all delinquent real property taxes Said proceeds are more than sufficient to pay-off the unsecured creditors and all administrative costs incurred during the bankruptcy matter. As a consequence of the Sale, the Debtor will part with substantially all of its assets needed to operate a business. Accordingly, is highly likely that the Debtor will be unable to restart any type of business operations to generate future income. Nonetheless, Debtor believes that the Sale is in the best interest of the estate and its creditors. Presently, the proposed Sale is the best opportunity for creditors to realize a return on their claims. Without the sale, Debtor BWR will continue to go through a very difficult period in the revamping and revitalization of the Resort to generate sufficient cash flow to fund its reorganization, requiring a steady stream of investment capital to staunch the flow of negative operating losses. In light of surrounding circumstances, the Sale is absolutely the Debtor's best option under the circumstances and accordingly, debtor submits that its proposed Sale is justified by sound business purposes. There are no commissions. Customary escrow costs are expected. Title and escrow are being handled by Placer Title Co., 7643 N. Ingram Avenue, Suite 101, Sacramento, California. All transfer, documentary, sales, use, registrations and other such taxes and fees applicable to, imposed upon or arising out of the Sale will be borne by the debtor and paid from the Debtor's cash and/or the sales proceeds. The proposed Sale makes good sense. Facing a difficult, but not impossible path to Plan confirmation, the Debtor has selected a path that is clearly in the best interests of the Debtor, its estate and the creditors, both secured and unsecured. In addition, by its Motion, the Debtor asks a waiver of any stay of the effectiveness of the order approving the Motion. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/BWR_LLC_191_Sales.pdf The Purchaser: BLINDING EDGE ONE, LLC Atts: Jeff Eells 15300 N. 90th Street, #350 Scottsdale, AZ 85260 Telephone: (602) 692-9435 E-mail: eellsjeff@gmail.com The Purchaser is represented by: William A. Kozub, Esq. THE KOZUB LAW GROUP, PLC 7537 E. McDonald Drive Scottsdale, AZ 85250 Telephone: (480) 624-2700 E-mail: wkozub@kozublaw.com About BWR LLC BWR, LLC is a privately held company based in Holtville, California. It was formed by Kevin G. Smith on May 23, 2018, with Resort Mgmt. LLC acting as its manager. BWR filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 18-03650) on June 19, 2018. In the petition signed by Kevin Smith, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Louise DeCarl Adler oversees the case. Wolfgang F. Hahn, Esq., at Wolfgang F. Hahn & Associates, is the Debtor's counsel. CARROLS HOLDCO: Moody's Gives B2 CFR & Rates New $525MM Loans B2 ---------------------------------------------------------------- Moody's Investors Service assigned Carrols Holdco Inc. a B2 Corporate Family Rating ("CFR"), B2-PD Probability of Default rating, and SGL-2 Speculative Grade Liquidity Rating ("SGL"). Moody's additionally assigned B2 ratings to the company's proposed $125 million senior secured revolving credit facility and $400 million senior secured term loan B. The ratings outlook is stable. Proceeds from the proposed $400 million senior secured term loan B, along with common and preferred equity totaling approximately $138.5 million, will be used to acquire 166 Burger Kings and 55 Popeyes Louisiana Kitchen ("Popeyes") restaurants through a merger with Cambridge Franchise Holdings, LLC ("Cambridge"), redeem Carrols Restaurant Group, Inc.'s existing $275 million 8% senior secured 2nd lien notes due 2022, as well as pay related premiums, fees and expenses. "The assigned B2 CFR reflects the company's solid earnings and credit metrics that will continue to strengthen as management focuses on driving sales, continues development and acquisitions, and manages costs," stated Adam McLaren, Moody's Analyst. "The acquisition of 166 Burger Kings and 55 Popeyes as part of the Cambridge merger transaction increases Carrols' position and growth potential within the Burger King system. The acquisition also provides Carrols a second concept to grow and develop in mostly lower costs geographies with only a modest increase in leverage", stated McLaren. As a result of the transaction, Moody's anticipated a pro-forma increase in leverage to around 5.2x from 4.9x as of the LTM period ended 12/30/2018. The existing ratings of Carrols Restaurant Group, Inc., including the company's B2 Corporate Family Rating, B2-PD Probability of Default rating, and B2 rated 8% senior secured 2nd lien notes, remain unchanged and will be withdrawn at the close of the proposed refinancing and merger transaction. Additionally, upon completion, it is expected that Carrols Holdco Inc. (new borrower of credit facilities) will be renamed Carrols Restaurant Group, Inc. with its shared registered on the Nasdaq under the current trading symbol of "TAST". Assignments: Issuer: Carrols Holdco Inc. Probability of Default Rating, Assigned B2-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Corporate Family Rating, Assigned B2 Senior Secured Revolver, Assigned B2 (LGD3) Senior Secured Term Loan B, Assigned B2 (LGD3) Outlook Actions: Issuer: Carrols Holdco Inc. Outlook, Assigned Stable RATINGS RATIONALE Carrols benefits from its material scale and position as the largest franchisee within the Burger King Corporation ("BKC") system, reasonable credit metrics and good liquidity. Also considered is the significant ownership and Board representation by Restaurant Brands International, Inc. ("RBI") the owner of Burger King as well as the brands position among its peers and well balanced day-part division. The company's planned merger with Cambridge Franchise Holdings strengthens Carrols position as the largest franchisee with Burger King and provides additional runway for growth in the system. Cambridge also gives Carrols a second brand concept in Popeyes, providing a level of diversification and additional avenue for growth in Southern states which are primarily lower wages states. Carrols' is constrained by its acquisition and development growth strategy that drive both integration risks and risk associated with large capital outlays for new units and remodels that result in negative free cash flow and are dependent on strong restaurant level performance and economics to drive operating results. The company is also constrained by the competitive and promotional operating environment for Burger King and Popeyes. The stable outlook reflects Moody's view that both BKC's strategic initiatives and Carrols experience in operating and integrating Burger King and Popeyes restaurants should result in a steady improvement in earnings and credit metrics. The outlook also reflects Moody's view that revenue and earnings from recent acquisitions and sales lift from ongoing unit remodeling should provide additional improvement to earnings and liquidity over time. Factors that could result in an upgrade include sustained improvement in credit metrics and free cash flow driven in part by positive same store sales and improved unit-level economics at acquired restaurants. A higher rating would require debt to EBITDA approaching 4.5 times and EBIT coverage of interest expense of over 2.0 times on a sustained basis. A higher rating would also require generating positive free cash flow on a consistent basis while maintaining good liquidity. Factors that could result in a downgrade include any deterioration in operating performance, particularly a sustained deterioration in traffic or integration issues with acquired restaurants. Specifically, a downgrade could occur if EBIT coverage of interest expense fell below 1.2 times or debt/EBITDA increased towards 6.0 times on a sustained basis. In addition, any deterioration in liquidity for any reason could lead to a downgrade. Carrols Holdco Inc., to be renamed Carrols Restaurant Group, Inc. following the merger with Cambridge Franchise Holdings, LLC, owns and operates 1015 Burger King and 55 Popeyes Louisiana Kitchen restaurants through franchise agreements in 23 Northeastern, Midwestern, Southern and Southeastern states. Revenue for the last twelve month period ended 12/30/2018 was about $1.5 billion on a pro-forma basis. CDRH PARENT: Moody's Completes Ratings Review --------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of CDRH Parent, Inc and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. CDRH Parent, Inc.'s ("Healogics") Caa1 Corporate Family Rating is constrained by its very high financial leverage. Moody's expects the company's earnings, (in particular revenues attributable to HBO treatments) will remain pressured over the next twelve months, and that it will have limited ability to meaningfully repay debt. Healogics' rating is also constrained by the company's narrow focus on wound care management. The rating benefits from Healogics' good customer diversification, and its leading position in outsourced wound care treatments. The company also benefits from minimal direct government reimbursement risk. Healogics' liquidity is adequate, following extension of the revolver maturity to 2021, as well as the resolution of litigation related to the utilization of its HBO treatments. CIP INVESTMENT: Allowed to Use FBL Cash Collateral Until March 31 ----------------------------------------------------------------- The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas has entered an interim order authorizing CIP Investment Properties, LLC's use of cash collateral in the ordinary course of business through March 31, 2019. Farm Bureau Life's ("FBL") and Debtor are parties to that certain Promissory Note, Mortgage, Assignment of Rents, Guaranty and an Assignment and Assumption Agreement. As security for repayment of the Pre-Petition Loan Indebtedness, the Debtor granted FBL a security interest in, and liens upon, certain personal property, income and accounts receivables as evidenced by the security instruments filed by FBL. The Debtor's interim use of cash collateral is expressly conditioned upon the following: (a) Without prior approval of the Court or the express written consent of FBL Debtor will pay the reasonable amounts which are actual, necessary expenses in the operation of its business. However, in no event should cash collateral in this period be used to pay pre-petition claims or obligations, other secured claims, or obligations to insiders unless specifically authorized by separate Order from the Court. (b) The Debtor and FBL will continue to utilize the existing Lockbox Agreement that was negotiated in Debtor's 2012 Bankruptcy case. Rents will be deposited into the Lockbox and FBL will sweep the account for its adequate assurance payment and necessary funds for the tax and insurance escrow. After the sweep, FBL will transfer the budgeted amount to Debtor for its use. The Debtor agrees to provide FBL with online access to account to verify accounts and disbursements. (c) As adequate protection for the cash collateral used by Debtor from and after the commencement of this bankruptcy case, FBL will be granted replacement liens on, and security interest in the DIP Accounts and the cash collateral including rents, income, profits, accounts receivable and accounts, which replacement lien and security interest as to existing cash collateral categories will have the same priority, extent and validity as FBL's security interests or other interests in the cash collateral used by Debtor. (d) As further adequate protection, FBL will retain $78,029.54 from the Lockbox on a monthly basis. (e) The adequate protection granted in the Interim Order is without prejudice to FBL seeking further and other adequate protection during the interim period and/or objecting to the continued use of cash collateral at a hearing in the future. (f) The Debtor will continue to maintain the types and amounts of insurance on all its property and assets as required by the Loan Documents. (g) The Debtor will pay all budgeted expenses when due and FBL will be notified of any failure or inability to do so, and all Cash Collateral, after payment of such expenses as provided for herein will be sequestered by the Debtor in the Debtor's postpetition debtor-in-possession operating accounts, subject to any and all of FBL's lien rights in and to such Cash Collateral, and will not be used by Debtor without FBL's prior written consent or further Order of the Court. (h) The Debtor will maintain debtor-in-possession accounts in a form by acceptable by the Office of the U.S. Trustee and will deposit all cash collateral into the DIP Accounts. FBL will have a first priority-perfected lien on all DIP Accounts, and the Debtor will not grant any control agreements to any other party. All Cash Collateral received by the Debtor and not expended pursuant to the authorization granted under the Interim Order will be retained by the Debtor in the DIP Accounts. The Debtor will not open or utilize any other accounts without the prior written consent of the Bank and the US Trustee. All funds in the DIP Accounts will be subject to FBL's replacement liens provided pursuant to the Interim Order. (i) Throughout the interim period, Debtor will present any expenses above and beyond the budget to FBL upon receipt. Debtor and FBL will make good faith efforts to pay these expenses should there be additional funds leftover in the Lockbox. If Debtor and FBL cannot agree to payment, Debtor retains the right to present these expenses to the Court for review. (j) Debtor will operate its business in the ordinary course. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/ksb18-22039-159.pdf About CIP Investment CIP Investment Properties, LLC, a Single Asset Real Estate company as defined in 11 U.S.C. Section 101(51B), owns an office building located at East Thorn Drive, Wichita, Kansas. The Company previously filed for bankruptcy protection (Bankr. D. Kan. Case No. 12-21952) on July 17, 2012. CIP Investment Properties again filed a Chapter 11 petition (Bankr. D. Kan. Case No. 18-22039) in Kansas City on Sept. 28, 2018. In the petition signed by David F. Hoff, president/managing member, the Debtor estimated assets of $10 million to $50 million and debts of $10 million to $10 million. Bradley D. McCormack, Esq., at The Sadler Law Firm, is the Debtor's bankruptcy counsel. CLEVELAND BIOLABS: Posts $3.7-Mil. Net Loss at Year-End 2018 ------------------------------------------------------------ Cleveland BioLabs, Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $3,707,447 on $1,138,187 of revenues for the year ended Dec. 31, 2018, compared to a net loss of $9,842,672 on $1,948,362 of revenues for the year ended in 2017. The audit report of Meaden & Moore, Ltd. states that the Company continues to have negative cash flow from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $4,534,407, total liabilities of $920,380, and a total stockholders' equity of $3,614,027. A copy of the Form 10-K is available at: https://bit.ly/2HLOpC8 Cleveland BioLabs, Inc. -- http://www.cbiolabs.com/-- is a biopharmaceutical company developing novel approaches to activate the immune system and address serious medical needs. The Company's proprietary platform of Toll-like immune receptor activators has applications in radiation mitigation, immuno-oncology, and vaccines. The Company's most advanced product candidate is entolimod, which is being developed as a medical radiation countermeasure for the prevention of death from acute radiation syndrome, an immunotherapy for oncology and other indications. The Company conducts business in the United States and in the Russian Federation through a wholly-owned subsidiary, BioLab 612, LLC, and a joint venture with Joint Stock Company RUSNANO, Panacela Labs, Inc. The company maintains strategic relationships with the Cleveland Clinic and Roswell Park Cancer Institute. COASTAL STAFFING: Court OK's Disclosures; May 2 Plan Hearing Set ---------------------------------------------------------------- Bankruptcy Judge John W. Kolwe issued an order approving Coastal Staffing Services, LLC's amended disclosure statement referring to a chapter 11 plan of reorganization. April 25, 2019 is fixed as the last date for filing written acceptances or rejections, and serving written objections to the confirmation of the Plan. May 2, 2019 at 10:30 a.m. is fixed as the date and time for hearing on confirmation of the Plan. That hearing will be held at 611 Broad Street, 1st Floor Courtroom, Lake Charles, Louisiana. As previously reported by the Troubled Company Reporter, the Plan provides for the Reorganized Debtor to continue operating as a going concern, and the Debtor anticipates that cash-on-hand, combined with cash flow from ongoing operations, will adequately fund payments to all constituencies under the Plan. Accordingly, the Plan is unlikely to be followed by a liquidation or a need for further financial reorganization and is therefore feasible under the Bankruptcy Code. A full-text copy of the First Amended Disclosure Statement dated January 16, 2019, is available at https://tinyurl.com/ydbjeknt from PacerMonitor.com at no charge. About Coastal Staffing Services, LLC Based in Sulphur, Louisiana, Coastal Staffing Services -- http://www.teamcss.net/--provides complete employee-related services for a diverse client base. The company offers safety management and training services, including OSHA 10 & 30-hour training, Mock OSHA audits, Safety Staffing Solutions, among others. It also provides temporary, temporary-to-hire, direct hire, contract, and payroll employees for its clients. Coastal Staffing Services handles all the recruiting, screening, employment verification, payroll, tax filings, liability insurance, worker's compensation, and unemployment responsibilities. Coastal Staffing Services filed a Chapter 11 petition (Bankr. W.D. La. Case No. 17-21088) on November 27, 2017. The petition was signed by Charles P. Clayton, manager. The case is assigned to Judge Robert Summerhays. The Debtor is represented by Brian A. Kilmer, Esq. at Kilmer Crosby & Walker PLLC. At the time of filing, the Debtor had assets and liabilities estimated at $1 million to $10 million. COLORADO WICH: New Plan Modifies Treatment of Unsecured Creditors ----------------------------------------------------------------- Colorado Wich, Inc., and Colorado Wich LLC filed a disclosure statement in support of its joint first amended plan of reorganization dated March 15, 2019. The Debtors amended their plan to modify the treatment of several classes of claims, including the general unsecured claims in Class 10. The general unsecured creditors will now receive distributions, if at all, over a period time not to extend beyond Dec. 31, 2019. The initial plan proposed to pay Class 10 general unsecured creditors within six months from the effective date of the plan. Upon the sale of the companies' assets, these creditors will be paid from the net proceeds remaining after all secured, priority and senior claims are paid. Until Class 10 creditors are paid at least 50% of their allowed unsecured claims, the companies will not make distributions to insiders holding Class 11 unsecured claims. A copy of the Disclosure Statement dated March 15, 2019 is available at http://tinyurl.com/yypzgc63from Pacermonitor.com at no charge. A copy of the First Amended Plan is available at http://tinyurl.com/y6gsrrctfrom Pacermonitor.com at no charge. About Colorado Wich Colorado Wich LLC is a privately-held company in Highlands Ranch, Colorado engaged in the business of selling sandwiches. Colorado Wich Inc. is merely a holding company for Colorado Wich LLC, which is the actual operating Debtor entity. Colorado Wich LLC and Colorado Wich Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Lead Case No. 18-13443) on April 24, 2018. In the petitions signed by Jeffrey A. Gordan, member, Colorado Wich LLC disclosed $500,095 in assets and $2,150,648 in liabilities, and Colorado Wich Inc. disclosed $92 in assets and $22,364 in liabilities. Judge Kimberley H. Tyson presides over the cases. The Debtors tapped Buechler & Garber, LLC as their legal counsel. COLORADO WICH: Tignini Buying All Assets for $800K -------------------------------------------------- Colorado Wich, Inc., and Colorado Wich, LLC, ask the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of substantially all assets to Peter Tignini or assigns for $800,000. Colorado Wich, Inc., is merely a holding company for Colorado Wich, LLC, which is the actual operating the Debtor entity. Colorado Wich, Inc. has nominal assets of little value. Colorado Wich, LLC operates a franchise called Which Wich Superior Sandwich Shops and owns and operates eight retail locations in the Denver metro area and along the Front Range in the State of Colorado. Which Wich specializes in custom sandwich making. Colorado Wich, LLC employs approximately 84 people, including the principal of the Debtor, Jeffrey Gordan, who is the managing member or president of the respective Debtors. The Debtors as tenant originally had leases for eight retail stores as on the Petition Date, of which only seven locations are being sold, the Cornerstar lease expired by its own terms at the end of November 2018. The seven retail store locations ("Leases") to be sold pursuant to the Motion are: A. Crestline Lease dated Nov. 23, 2012, Colorado Wich - Crestline, LLC Tenant, Plaza on the Green, LLC, Landlord, Lease assumed and extended per Court order allowing assumption, dated June 28, 2018. B. Colorado Mills Lease dated March 26, 2010, Colorado Wich - Colorado Mills, LLC, Tenant, Burgundy Partners, LLC, Landlord, Expires March of 2020. C. DTC Lease dated Oct. 1, 2011, Colorado Wich - DTC, LLC Tenant, MR Marina Square, LLC, Landlord, Expires October 2021. D. Lonetree Lease dated Jan. 4, 2007, Color Wich - Lonetree LLC, Tenant, Meadows Manager 05, LLC Landlord, Expires May 2022. E. Highlands Ranch Lease dated April 21, 2010, Colorado Wich - Highlands Ranch TCN, LLC, Tenant, Shea Homes - TCN 1, LLC, Landlord, Expires April 2020. F. Colorado & Evans Lease dated March 3, 2010, Colorado Wich - EvCo, LLC, Tenant, UPSC, LLC, Landlord, Expires March of 2020. G. Orchard Town Center Lease dated Jan. 23, 1997 - Extension Dated May 1, 2018, Colorado Wich - Orchards, LLC Tenant, Vestar Orchard Town Center, LLC, Landlord, Expires April 2028. The lease for the location commonly known as Crestline has already been assumed by the Debtors pursuant to an Order of the Court dated June 28, 2018. The remaining six leases are to be assumed by the Motion and collectively all seven Leases assigned to the Purchaser. The Debtors likely will, once this Motion is hopefully approved by the Court, amend their Joint Plan and Disclosure Statement to provide for a simple and quick mechanism for resolution of disputed claims, including disputed secured claims and tax claims, and the distribution of the cash to allowed claimants. With the assistance of their Broker, We Sell Restaurants, Inc., the Debtors have obtained a cash offer of $800,000 to purchase all seven of their remaining retail locations, assume all the related Leases, purchase the equipment and inventory on location at the time of the sale, which constitutes substantially all of the Debtors' assets exclusive of security deposits and accounts receivable, for a total purchase price of $800,000 plus the value of the perishable inventory on the date of the sale. In addition, the Purchaser will post new security deposits. The parties have executed their Asset Purchase Contract dated Feb. 26, 2019. The Debtor has accepted the Purchase Offer subject to Court approval of the Motion. An escrow deposit of $100,000 has been posted by the Purchaser. The Purchase Offer is a 100% cash offer of $800,000 but is subject to the completion of the Purchaser's due diligence, which must be completed on or before 30 days from the execution date of the Purchase Contract and successful training and certification as a franchisee by Which Wich, Inc., the franchisor. The prospective Purchaser must be vetted and approved by the franchisor and if not approved the sales contract is null and void. The closing of the proposed sale is for on or before May 31, 2019 but the Debtors hope to accelerate the closing, if at all possible to the end of April 2019. The Motion purposes paying a sales commission from the sales proceeds per the approved listing contract of 12% or $96,000, along with the priority secured tax lien of the Colorado Department of Revenue POC No. 1 in the secured amount of $104,207 along with the amounts necessary to cure pre-petition leasehold defaults in an estimated amount of $83,018. The remaining secured liens and other secured tax creditor claims will attach to the sale proceeds. The Motion furthers the objectives set forth in the Joint Plan and (1) insures the continued employment of over 80 hourly workers of the Debtors whose employment is an important factor in keeping the store locations open and operating; (2) protects the goodwill and business reputation of the Debtors in the business community; (3) insures that senior secured priority tax debt is paid at the closing; and (4) provides more of a return to creditors for the Debtors' assets than would be obtained in either a forced liquidation of the Debtors' assets or the surrender and sale of those assets to the Which Wich franchisor, or any other viable alternative to maximize the Debtors' assets. All creditors, including the secured lenders, will be best served by allowing the uninterrupted and continued operations of the Debtors. Colorado Wich LLC, has three separate secured lenders with loan obligations of varying types and amounts totaling approximately $927,961 as follows: A. Accel Capital, Inc. and Accel Capital, LLC: There are two loan obligations to Accel, the first a Note dated Nov. 22, 2017 with a March 31, 2017 scheduled amount due of $307,516, and a second Note dated Feb. 15, 2018 with a balance of $264,133 on March 31, 2018. The notes are secured by substantially all the Debtor's assets, including cash collateral in the form of future accounts and accounts receivables as evidenced by two UCC-1 Financing Statements. The balances owed on March 31, 2018 the loans with Accel are as follows: (i) Loan A - $307,516, and (ii) Loan B - $264,133. Accel is in a junior position in the Debtor Colorado Wich, LLC's assets. B. Citywide Bank, formerly known as Millennium Bank: Colorado Wich, LLC is indebted to Citywide on a secured Note obligation dated Jan. 27, 2012, secured by substantially all of the Debtor's assets with the exception of the Crestline Which location which is secured by a note to Meadows Bank. The scheduled amount of the secured claim of Citywide is $224,981, plus fees, costs and accruing interest. Citywide asserts it has perfected liens on the assets of the Debtor by virtue of the UCC-1 Financing Statement filed by Millennium Bank with the Colorado Secretary of State as follows: UCC Financing Statement, Recorded Jan. 27, 2012 at Reception No 2012F00556. Citywide asserts it has a senior position in Colorado Wich LLC's assets. C. JP Morgan Chase Bank: Colorado Wich, LLC has a secured loan obligation with Chase with a scheduled amount owed of $18,990. Under the terms of the loan the Debtor granted Citywide a security interest in, among other things, its accounts, equipment, and general intangibles. Chase asserts it perfected its lien by recording a Financing Statement with the Colorado Secretary of State on April 13, 2010 at Reception No. 20102030229. As of the Petition Date, Chase asserted that it was owed a total of approximately $18,990 plus accrued interest, attorneys fees and charges. Chase is in a junior position in Colorado Wich, LLC's assets. It also asserts a lien in the assets of Colorado Wich, Inc., the companion case filing to Colorado Wich. LLC. The amount of the asserted secured claim is scheduled at $19,365. In early January of 2015 Colorado Wich, LLC incurred a secured loan obligation with Meadows Bank and obtained an SBA Loan with a scheduled amount owed of $112,371. Under the terms of the loan Colorado Wich, LLC granted Meadows a security interest in its accounts, equipment, and general of the Debtor's store locations on Academy Boulevard in Colorado, Springs and the Crestline store in Littleton only. As of the Petition Date, Meadows Bank asserted that it was owed a total of approximately $112,371, plus accrued interest, attorneys' fees, and charges. Meadow's lien position priority is unknown and may be in a junior position in Colorado Which, LLC' assets described in the UCC-1 filings. Everest Business Funding filed Proof of Claim No. 18 on June 27, 2018 in the amount of $75,395 and asserted a UCC-1 lien in the Debtor's cash and future receipts in a fashion similar to that of Accel Capital Inc., and Accel Capital, LLC. Everest's lien position priority is unknown but is clearly in a junior position in the Debtor's assets described in its UCC-1 filings. The Colorado Department of Revenue filed a Proof of Claim No 1 for unpaid and/or accrued sales and other taxes owing as of the Petition Date in the secured amount of $104,207 against Colorado Wich, LLC and its assets. Colorado Wich, Inc. is a non-operating entity and has one secured loan obligation as described above to Chase in the amount of $18,990. Chase asserts it perfected its lien by recording a UCC-1 Financing Statement with the Colorado Secretary of State on April 13, 2010 at Reception No. 20102030227. As of the Petition Date, Chase asserted that it was owed a total of approximately $18,990 plus accrued interest, attorney’s fees and charges. Chase is in a senior position in Debtor Colorado Wich, Inc., assets, which are of de minimis value. The Debtor proposes paying the undisputed amount claimed by Chase under its current Plan and will also do so in any to be amended Plan, the Motion allows for the lien of Chase to attach to the sale proceeds in the same priority as it currently occupies. The Debtors are asking authorization to sell substantially all assets free and clear of liens, claims and encumbrances and other interests. The Debtors ask authority to pay the following liens at closing, with any disputed amounts being withheld and the lien(s) attaching to the sale proceeds: (a) Colorado Dept. of Revenue senior sales tax lien in the approximate amount of $104,207; (b) broker's sales commission of $96,000; and (c) amounts necessary to cure leasehold defaults per Schedule A estimated at $83,018. The Debtors in their Plan have already provided for the assumption of the Leases. The Motion expressly furthers that intent by formally assuming the (i) Leases; (ii) all machinery and equipment leases including but not limited to Master EFA Agreement ME 00140539, CIT Direct capital; and all franchise agreements and contracts on any kind between the Debtors and Wich Wich, the franchisor, or its assigns and designees; and assigning them to the Purchaser. At the closing or beforehand, the Debtors will cure any pre-petition default under the unexpired Leases described in Schedule A, or as otherwise agreed to by the Debtors and the respective landlords. Other sales terms include the following: A. Identity of Purchaser: Peter Tignini or assigns B. Purchase Price Payment: $800,000 in full paid as follows: $100,000 in escrow upon signing, $100,000 in escrow upon court approval of agreement, $400,000 in escrow upon completion of due diligence, $100,000 in escrow upon landlord assignments being obtained, and the final $100,000 paid and all escrow funds paid over at the closing. C. The Debtor made various representations customary for a transaction of this kind including, but not limited to, those relating to organization and good standing, authorization and validity, foreign qualification, absence of conflicts, litigation, compliance with legal requirements, environmental matters, title to and use of property, contracts, and financial statements and reports. The Purchaser has made certain representations, among others, relating to organization, good standing and authorization, absence of conflict, and good faith. D. The Closing is conditioned upon the occurrence of certain events customary for transactions of this kind, including the truthfulness of all representations and warranties, and all consents and approvals, including approvals of the Bankruptcy Court, having been obtained. E. The proposed Sale Order provides that, upon entry, the Sale Order will be immediately enforceable, notwithstanding Bankruptcy Rules 6004 and 6006. The sale and prompt consummation thereof are in the best interest of the Debtor and its estate in order to maintain and otherwise maximize the value of the Debtor's assets for the benefit of the estate and its stakeholders and to comply with certain timing deadlines as discussed above. F.The Sale Order provides that the Purchaser and its employees, officers, directors, advisors, lenders, affiliates, owners and successors and assigns will not have any successor or vicarious liabilities. G. The Agreement provides for the transfer to the Purchaser of all Files and Records. H. The Agreement provides that the Purchaser will indemnify and hold the Debtor harmless and against any and all losses, liabilities, damages, obligations, costs and expenses (including legal and other similar expenses) from, resulting by reason of or arising in connection with, among other things, the Purchaser's operation of the Purchased Assets during the period between the Initial Closing and the Second Closing. All proceeds remaining after the closing will be paid to the Debtors and held in the DIP account. In the case, the sound business purpose test is easily met because the Debtors are unable to obtain debt or equity financing to continue operations. The Purchase Offer is in an amount sufficient to pay all secured and all senior unsecured priority claims. The Debtors have received only one other offer, from the franchisor in the sum of $75,000. The Purchase Offer, at the highest price offered to date, even with a short-term financing contingency, is fair and reasonable. The Debtors therefore respectfully submit that a prompt sale is in the best interest of creditors and will maximize the amount that creditors may realize on account of their claims in the case. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Colorado_Wich_214_Sales.pdf About Colorado Wich Colorado Wich LLC is a privately-held company in Highlands Ranch, Colorado engaged in the business of selling sandwiches. Colorado Wich Inc. is merely a holding company for Colorado Wich LLC, which is the actual operating Debtor entity. Colorado Wich LLC and Colorado Wich Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Lead Case No. 18-13443) on April 24, 2018. The Court granted the joint administration of the Debtors' cases on April 25, 2018. In the petitions signed by Jeffrey A. Gordan, member, Colorado Wich LLC disclosed $500,095 in assets and $2,150,648 in liabilities, and Colorado Wich Inc. disclosed $92 in assets and $22,364 in liabilities. Judge Kimberley H. Tyson oversees the case. Buechler & Garber, LLC, is the Debtors' legal counsel. We Sell Restaurants, Inc., has been tapped as broker. COOPER TIRE: Moody's Affirms Ba3 CFR & B1 Rating on Unsec. Notes ---------------------------------------------------------------- Moody's Investors Service downgraded Cooper Tire & Rubber Company's Speculative Grade Liquidity Rating to SGL-3 from SGL-2. In a related action, Moody's affirmed Cooper Tire's Corporate Family and Probability of Default ratings at Ba3 and Ba3-PD, and the ratings on the senior unsecured notes at B1. Cooper Tire's rating outlook is stable. Rating downgraded: Speculative Grade Liquidity Rating, to SGL-3 from SGL-2 Ratings Affirmed: Corporate Family Rating at Ba3; Probability of Default at Ba3-PD; Senior unsecured Notes due 2019, at B1 (LGD4); Senior unsecured Notes due 2027, at B1 (LGD4); Rating outlook: Remains stable RATINGS RATIONALE The downgrade of Cooper Tire's Speculative Grade Liquidity rating to SGL-3 incorporates expectations of weak free cash flow generation over the next 12- 15 months and the company's looming note maturity due December 15, 2019. The improvement in domestic tire shipments during the company's fiscal 2018 fourth quarter is anticipated to continue into 2019, and management has indicated that tire price increases enacted in late 2018 have remained intact. However, increasing raw material costs will continue to pressure free cash flow generation in 2019. In addition, the recent tariffs on imports of truck and bus radial tires from China will also have a negative impact in early 2019 before any price increases have taken effect. Moody's believes the combination of these factors will result in only nominal free cash flow generation over the near-term. As such, Moody's believes that without a capital market transaction, the company's liquidity facilities will be required to fund the December 2019 maturity of the $173.6 million of 8% senior unsecured notes. While Cooper Tire maintained $356 million of cash at December 31, 2018, much of this cash is needed to support operations. The affirmation of the Corporate Family Rating reflects the company's relatively low leverage levels and the expectation that the credit metrics will remain supportive of the rating over the intermediate-term even as management considers potentially borrowing more than the amount of the maturing bonds in order to increase the liquidity of a bond offering. Other factors supporting the Ba3 rating include the expectations that the company will maintain its position as the 5th largest tire manufacturer in North America and that its sourcing and joint venture agreements with Sailun (Vietnam) Co., Ltd. will help to alleviate profits pressures beginning in the second quarter of 2019 and into 2020. Also, the company reduced the levels of share repurchases during 2018 to about $30 million, compared to $91 million and $108 million in 2017 and 2016, respectively. As of December 31, 2018, $193 million remains under the current authorization. Yet, Moody's anticipates that management will continue prudence over the near-term, given industry conditions and the looming debt maturity. At December 31, 2018, Debt/EBITDA (inclusive of Moody's adjustments) was 1.5x. This leverage is likely to increase if the company does a note offering for more than the existing December note maturity. The stable rating outlook incorporates the expectation that despite near-term raw material pressures and the potential for debt levels to rise modestly, Cooper Tire's market position and recent pricing actions should drive credit metrics supportive of the rating over the intermediate-term. Cooper Tire's SGL-3 Speculative Grade Liquidity rating indicates the expectation of an adequate liquidity profile over the next 12-15 months supported by cash on hand and availability under its $400 million ABL revolving credit facility and $150 million accounts receivable securitization facility. Cash and cash equivalents were $356 million as of December 31, 2018 and both the ABL revolving credit and the accounts receivable securitization facilities were undrawn. Based on available collateral at December 31, 2018, additional borrowing capacity under these facilities, net of amounts used to back letters of credit, was $494 million. Moody's anticipates that Cooper Tire will generate only a nominal amount of free cash flow over the next 12-15 months as raw material cost pressures continue in the industry. Yet, this liquidity profile is supportive of meeting the maturity of the notes due in December 2019, while maintaining operating flexibility. The revolving credit facility contains net leverage ratio and interest coverage ratio financial covenants which are expected to have sufficient cushion over the next 12-18 months to support operating flexibility, even after potentially funding the December 2019 debt maturity. Cooper Tire's ratings could be raised over the intermediate-term if its financial policy remains balanced between shareholder returns and capital investments to support organic growth (notably in high valued tires) or through acquisitions which could include expansions in Asia. Cooper Tire must also demonstrate the ability of its operations to support and improve credit metrics on a sustained basis without the impact of lower raw material costs. Cooper Tire's rating could be lowered resulting from industry competitive pressures, weaker product mix, or higher raw material costs not passed on to customers. Consideration for a lower rating or outlook could occur if Moody's believes Cooper Tire's EBITA margin will be sustained below 10%, EBITA/interest sustained below 4.5x, if debt/EBITDA is sustained above 2x, or the liquidity profile weakens. As these triggers are high for a lower rating level, a major consideration for a rating downgrade also would include, in Moody's view, a material change in the company's financial policies toward debt financed acquisitions, increasing shareholder returns, or a change in the company's competitive profile. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. copy of this methodology. Cooper Tire & Rubber Company, headquartered in Findlay, Ohio, is the fifth largest tire manufacturer in North America and is focused on the replacement tire markets for passenger cars and light and medium duty trucks. Revenues for 2018 were $2.8 billion. COPPER CANYON: Hampton Buying Sparks Property for $31.6 Million --------------------------------------------------------------- Copper Canyon Partners, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of the real property commonly referred to as "Copper Canyon" and identified as Washoe County Assessor Parcel Numbers 030-022-02, 03002-15, 037-300-02, 037300-04, 037-293-15, 037-43001 and 037-43002, consisting of approximately 1,293 unimproved acres in Sparks, Washoe County, Nevada ("Land"), together with all appurtenances and existing development entitlements, including but not limited to an application for approval of an Amended Handbook filed with the City of Sparks on Dec. 26, 2018 ("Project"), to Hampton Consultants, LLC for $31.6 million. The Land and Project will be conveyed with all improvements, appurtenances, easements, licenses, permits, development entitlements, deposits, credits, surveys, maps, studies, reports and other rights related to the ownership and development of the Land and Project. The sale is subject only to certain encumbrances and title exceptions listed in the latest preliminary title report, except that the consensual financial lien of Secured Creditor PV Reno Delaware, LLC will be paid at close of escrow. After extensive negotiations, the Debtor has agreed to sell the Project for a stated price of $31.6 million, payable as $28 million cash and recognition of the Debtor's participation in the net profits from further Project development and sale by the Buyer. The Purchase and Sale Agreement ("PSA") recognizes the Debtor's contribution of $3.6 million in equity to the proposed Buyer or its assignee ("Purchaser Entity"). The $3.6 million is based on current equity in the Debtor, and is not based on expected profitability from the further development of the Project. Under the PSA, the Debtor will receive the right to 25% of net profit distributions from further development operations. The Debtor's interest in the Purchaser Entity is not subject to dilution or capital calls, and its distributions of profit are not subject to management fees paid to the Purchaser Entity's management, and will have no cost liabilities moving forward. The cash portion of the purchase price is sufﬁcient to pay all outstanding allowed secured and unsecured creditors claims, as well as payment of all allowed administrative claims set forth, with significant funds available to return investments to the Debtor's "capital members." The Project constitutes the Debtor's only assets other than a small amount of cash on hand. The allowed claims and expenses to be paid from the sale proceeds are: A. Secured Debt: The only secured creditor is PV Reno, which is owed approximately $14,513,466, calculated as of the Petition Date. Since the Petition Date, interest continues to accrue at the non-default rate of 9% per annum. PV Reno also claims late fees, in an undisclosed amount, and the imposition of the default rate of interest (18%) accruals. The Debtor disputes the late fees and the imposition of default interest; B. Unsecured Debt: The Petition and Schedules list non-insider general unsecured creditor claims totaling $932,051 and insider general unsecured claims totaling $3,313 1,053; C. Administrative Expenses: The allowed administrative expenses are expected to include (a) up to $200,000 owed to MVE, Inc. for post-petition unsecured advances made in the ordinary course of business, (b) up to $125,000 (estimated) owing to the Debtor's general bankruptcy counsel, (c) up to $125,000 (estimated) owing to the Debtor's special counsel Hoy Chrissinger Kimmel Vallas, PC for post-petition work on litigation, negotiating and drafting the PSA, and other related legal work; and (d) the sum of $20,000 (estimated) owing to the Debtor's special counsel Moore Law Group, PC for post-petition corporate work; and D. Unliquidated Claims: K.R.K., LLC and Copper Canyon Investors, LLC have filed a proof of claim asserting rights arising in K.R.K., LLC v. Copper Canyon Partners, LLC, Case No. CV16-01843 (Washoe County Litigation), and asserting rights arising in Scott v. DeLaMare, Case No. 34—2017-00209898 (Sacramento County Litigation). The PSA requires that the Purchaser Entity obtain a dismissal of the Washoe County Litigation and the Sacramento County Litigation and a release from these claimants and their affiliates. The Project will be sold subject to encumbrances and title exceptions listed in Schedule B of the Preliminary Report issued by Ticor Title of Nevada, Inc., as of Jan. 28, 2019 at 7:30 a.m., and incorporated by that reference, except that all financial encumbrance exceptions noted in the Preliminary Report, specifically the monies owing PV Reno, will be paid in full through the escrow closing. The Debtor asks that the Court approves the PSA without overbidding. This request is based on several factors. First, the purchase price is based on $28 million in cash, plus a 25% share of future development profits through the Purchasing Entity. The 25% profits interest is speculative, and impossible to quantify for purposes of valuing overbids. Second, the PSA provides for the termination of the litigation involving the Debtor and several of its members. The Debtor's membership desires to end the litigation as part of a sale, as opposed to accepting an all-cash bid and continuing with the litigation. The litigation includes K.R.K., LLC v. Copper Canyon Partners, LLC, Case No. CV16-01843 ("Washes County Litigation") and Scott v. DeLaMIare, Case No. 34401100209898 ("Sacramento County Litigation"). Additionally, in order to bar future litigation, the PSA requires that the Purchaser Entity and the Debtor obtain mutual release agreements signed by all parties to the litigation. Hampton is a managing member and participating member of the Debtor. As a managing member, Hampton is entitled to certain management fees. As a participating member, Hampton is entitled to approximately one-sixth of net profit distributions from the Debtor. As and for its earnest money deposit, Hampton assigned the first $200,000 of its future distributions from Debtor. This deposit will not be refunded if the PSA is terminated. The PSA further provides that, on or before March 12, 2019, if the Purchaser Entity is satisfied with findings from its due diligence investigation, the Purchaser Entity will make a refundable deposit into escrow the sum of $840,000 in cash. If and when the Purchaser Entity deposits the $840,000 Confirmation Deposit, then the Debtor will assign back to Hampton the first $200,000 of distributions from the Debtor. However, the Debtor is entitled to deduct all attorney fees incurred in the Washoe County Litigation and Sacramento County Litigation from all distributions otherwise payable to Hampton. The Confirmation Deposit is not refundable, and will immediately be disbursed to the Debtor, even if the sale does not close escrow. The closing will then take place within 15 calendar days after the $840,000 deposit is made. The Debtor asks the Court to waive the 14-day stay under FRBP 6004(h). The Debtor respectfully asks that the Court enters its Order 1) approving the sale of the Project free and clear of all liens, claims and encumbrances, with such interest attaching to sales proceeds unless otherwise stipulated and agreed to by the secured party; 2) waiving any overbidding procedures at the hearing; 3) granting the Debtor permission to sell the Project under similar or better terms without the need of further Court approval in the event the current PSA cannot be consummated; and 4) that the Sale Order reflects that Hampton Consultants and its assignee, is a good faith purchaser and entitled to the safe harbor provisions of 11 U.S.C. Section 363(1n); and for such other relief as the Court deems appropriate under the circumstances. A copy of the PSA attached to the Motion is available for free at: http://bankrupt.com/misc/COPPER_CANYON_93_Sales.pdf About Copper Canyon Partners Copper Canyon Partners LLC, a contractor in Modesto, California, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-51144) on Oct. 11, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge Bruce T. Beesley oversees the case. The Debtor tapped Harris Law Practice LLC as its legal counsel, and Lewis Roca Rothgerber Christie LLP, as special counsel. CREDIT MANAGEMENT: Higbee Buying North Las Vegas Property for $1.1M ------------------------------------------------------------------- Credit Management Association, Inc., asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of the real property located at 3110 Cheyanne Ave., North Las Vegas, Nevada to Law Firm of Higbee & Associates for $1,125,000. A hearing on the Motion is set for March 27, 2019 at 9:30 a.m. The Debtor is the owner of Property. The Property consists of an approximately 10,500 square foot office building situated on approximately 0.93 acres of land, and is designated as Assessor Parcel Number 139-08-416-005. It is subject to a deed of trust held by Valley Bank in the approximate amount (as of the Petition Date) of $809,633. The Debtor currently occupies approximately 4,148 square feet of the 10,500 square foot premises, and leases approximately 1,557 square feet of the premises to PrideStaff, Inc. pursuant to that certain Office Lease dated Dec. 1, 2016 by and between Credit Executives Educational Foundation and PrideStaff, Inc. The Debtor is, and at all material times, in compliance with the terms of PrideStaff Lease. The Debtor, with the assistance of Sun Commercial Real Estate, Inc. and its agent, Michael Brazill, began marketing the Property in January 2018. On Feb. 15, 2019, the Debtor has entered into a contract for the sale of the Property to the Buyer, subject to Court approval. The proceeds of the sale will be utilized for costs of sale (including broker's commission of 6% to Sun Commercial Real Estate, Inc. and its brokers) and payment of the debt to Valley Bank which is secured by the Property, as well as discharge of any additional obligations of the property (such as current real property taxes). The terms of the proposed sale are: a. The purchase price is $1,125,000. b. The Buyer will deposit the sum of $50,000. c. The Buyer will have a 30-day investigation period to conduct due diligence, including review of documents and inspection of the Property, during which time the Buyer can cancel the sale and the Deposit will be fully refunded to the Buyer. d. The sale is subject to the Buyer obtaining SBA ﬁnancing, with Buyer to apply for ﬁnancing within 10 days of execution of the PSA. e. The sale will close within 90 days of the execution of the PSA. f. If the Buyer breaches the agreement the Deposit will be retained by the Debtor as liquidated damages. g. The Debtor will have 30 days after closing to relocate. h. The Debtor will assign the existing third party lease between the Debtor, as the Lessor, and PrideStaff, as the Lessee, to the Buyer, at closing. The sale is supported by sound business judgment. The Property is not necessary to the Debtor's reorganization. Although the Debtor currently utilizes a portion of the property as its corporate headquarters, as established by the Lamberty Declaration, the Debtor anticipates finding smaller leased space which will be sufﬁcient for its operations at a much lower cost than that associated with ownership of the Property. Further, the sale will generate sufﬁcient proceeds to pay the Debtor's secured lender in full, eliminating the Debtor's monthly interest expense. The sale will generate approximately $200,000 in excess funds, which will be available to fund the Debtor's reorganization effort. It is submitted that approval of the sale is in the best interest of the Debtor, its creditors, and the estate. About Credit Management Association Credit Management Association, Inc. -- http://creditmanagementassociation.org/-- is a non-profit association that has served business-to-business companies since 1883. CMA helps credit, collection, and financial decision-makers get the information and support they need to make fast, accurate credit decisions. In addition, CMA assists insolvent companies with workouts or liquidation through cost effective alternatives to bankruptcy. CMA has 800 members who pay a $495 annual fee for full membership or a $265 annual fee for an associate membership. CMA is headquartered in Las Vegas, Nevada. Credit Management Association, based in North Las Vegas, Nevada, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-16487) on Oct. 31, 2018. In the petition signed by Kimberly Lamberty, president and CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Mike K. Nakagawa oversees the case. The Debtor hired Clark Hill, PLLC, as reorganization counsel. Kurtzman Carson Consultants, LLC, is the claims and noticing agent. DAVID HARVEY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: David Harvey Fine Jewelers, LLC 995 Post Road Darien, CT 06820 Business Description: David Harvey Fine Jewelers owns and operates jewelry stores that offer timepieces, designer jewelry, engagement rings & wedding bands, and giftware collectables. The Company has locations in Darien and Norwalk, Connecticut. Chapter 11 Petition Date: March 25, 2019 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Case No.: 19-50385 Debtor's Counsel: Scott M. Charmoy, Esq. CHARMOY & CHARMOY 1700 Post Road, Suite C-9 Fairfield, CT 06824 Tel: (203) 255-8100 Fax: 203-255-8101 Email: scottcharmoy@charmoy.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jeffrey Roseman, president, David Harvey Jewelers Inc., sole member. 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/ctb19-50385.pdf DESTINY PETROLEUM: Hires Greg Myles as Accountant ------------------------------------------------- Destiny Petroleum LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Greg Myles, as accountant to the Debtor. Destiny Petroleum requires Greg Myles to provide general accounting and tax preparation services, including, but not limited to, bookkeeping, preparation of financial records, preparation of tax returns, consulting, and analysis regarding tax compliance. Greg Myles will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Greg Myles, 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. Greg Myles can be reached at: Greg Myles 701 Azalea Hill Drive Yukon, OK 73099 Tel: (405) 324-2274 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 to the Debtor. DIAGNOSTIC CENTER: Asks Approval of Lease Agreement with Hess ------------------------------------------------------------- Diagnostic Center of Medicine (Allen) LLP asks the U.S. Bankruptcy Court for the District of Nevada to authorize the lease agreement for real property located at 5915 S. Rainbow Boulevard, Suite 105, Las Vegas, Nevada from Thomas J. Hess, M.D., PLLC. A hearing on the Motion is set for March 27, 2019 at 10:00 a.m. At its height, the Debtor's practice boasted three locations and over 15 physicians. Due to physician attrition, the practice steadily eroded, eventually shrinking to a single location. As part of its continued campaign to reduce costs, the Debtor's principals recently decided to relocate their sole remaining office to a temporary location until they are able to procure a permanent location. In the long term, the move will allow the Debtor to streamline its operations and provide more efficient services to its patients, thus placing the Debtor in a better position for a successful reorganization. To effectuate this move, the Debtor wishes to vacate its current location and sublease the Premises from Hess. After scouting several potential smaller offices, the Debtor, in its sound business judgment, negotiated and entered into a sublease agreement with Hess. Notably, the Lease is a sublease of the Premises. Importantly, the Lease's key terms are: a. Lease Term: Twenty-four months; b. Lease Rate: $6,539.40 per month; c. Lease Space: 3,460 square feet; d. Default Terms: The occurrence of anyone or more of the following events will constitute a material default of the Lease by: The vacation or abandonment of the Premises by Tenant; the failure to make any payment of rent or any other payment required under the terms of the Lease; the discovery by landlord that any financial statement given to landlord by tenant, or its successor in interest, was materially false; e. Remedies/Cure: The failure by tenant to observe or perform any of the covenants, conditions or provisions of the Lease, where such failure will continue for a period of 30 days after written notice thereof from landlord to tenant; provided, however, that if the nature of the Debtor's noncompliance is such more than 30 days are reasonably required for its cure, then the Debtor will not be deemed to be in default if the Debtor commenced such cure within said 30-day period and thereafter diligently pursues such cure to completion. By the Motion, the Debtor asks that the Court enters an order approving the Debtor's Lease, wherein it asks to rent the Premises from Hess, in accordance with the terms of the Lease. The Debtor further asks that the Court authorizes it to perform all obligations required under the Lease without further approval from the Court. A copy of the Lease Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/DIAGNOSTIC_CENTER_194_Sales.pdf The Sublessor can be reached at: THOMAS J. HESS, M.D., PLLC 5915 S Rainbow Blvd., Suite 105 Las Vegas, NV 89118 About Diagnostic Center of Medicine Diagnostic Center of Medicine (Allen) LLP, in practice since 1977, is an internal medicine and family medicine group in Southern Nevada with locations in Henderson and Durango. Diagnostic Center of Medicine Allen) LLP filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-10152) on Jan. 12, 2017. In the petition signed by CEO Lawrence M. Allen, M.D., the Debtor disclosed $1.70 million in total assets and $6.08 million total debt. The case is assigned to Judge Laurel E. Davis. The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Flansburg PLLC, as counsel; and McNair & Associates, Chtd. as its accountant. DJJ ENTERPRISES: Hires Knight Law as Special Litigation Counsel --------------------------------------------------------------- DJJ Enterprises LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Nevada to employ Knight Law, as special litigation counsel to the Debtors. DJJ Enterprises requires Knight Law to assist the Debtors and their general reorganization counsel with respect to the potential review and litigation of claims of certain creditors involved in the case. Knight Law will be paid at the hourly rate of $165-$300. Knight Law will be paid a retainer in the amount of $2,500. Knight Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott A. Knight, partner of Knight Law, 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. Knight Law can be reached at: Scott A. Knight, Esq. KNIGHT LAW 2850 W. Horizon Ridge Pkwy, Suite 200 Henderson, NV 89052 Tel: (702) 462-6083 Fax: (702) 462-6084 About DJJ Enterprises DJJ Enterprises, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 18-16615) on Nov. 5, 2018, estimating under $1 million in both assets and liabilities. The Debtor tapped Matthew C. Zirzow, Esq., at Larson Zirzow & Kaplan, LLC, as bankruptcy counsel, and Knight Law, as special litigation counsel. DJJ ENTERPRISES: Hires Larson Zirzow as Bankruptcy Counsel ---------------------------------------------------------- DJJ Enterprises LLC, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of Nevada to employ Larson Zirzow & Kaplan, LLC, as general reorganization counsel to the Debtors. DJJ Enterprises requires Larson Zirzow to: (a) prepare on behalf of the Debtors, as debtors in possession, all necessary or appropriate motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' bankruptcy estates; (b) take all necessary or appropriate actions in connection with a sale, and a plan of reorganization and related disclosure statement, and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; (c) take all necessary actions to protect and preserve the estates of the Debtors including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; and (d) perform all other necessary legal services in connection with the prosecution of the Chapter 11 Cases. Larson Zirzow will be paid at these hourly rates: Attorneys $500 Paraprofessionals $220 Larson Zirzow will be paid a retainer in the amount of $25,000. Of this sum, the Debtor paid the Firm $5,354 prior to the Petition Date inclusive of the court filing fees for the cases, and the Firm currently holds in retainer the remainder sum of $19,646 in trust for potential future legal fees and costs from and after the Petition Date. Larson Zirzow will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew C. Zirzow, partner of Larson Zirzow & Kaplan, 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. Larson Zirzow can be reached at: Zachariah Larson, Esq. Matthew C. Zirzow, Esq. LARSON ZIRZOW & KAPLAN, LLC 850 E. Bonneville Ave. Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: zlarson@lzklegal.com mzirzow@lzklegal.com About DJJ Enterprises DJJ Enterprises, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 18-16615) on Nov. 5, 2018, estimating under $1 million in both assets and liabilities. The Debtor tapped Matthew C. Zirzow, Esq., at Larson Zirzow & Kaplan, LLC, as bankruptcy counsel, and Knight Law, as special litigation counsel. DOUBLE JUMP: Seeks to Hires Sadden Arps as Special Counsel ---------------------------------------------------------- Double Jump, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Nevada to employ Skadden Arps Slate Meagher & Flom LLP, as special counsel to the Debtors. Double Jump requires Skadden Arps to: (a) represent the Debtors in the ongoing governmental investigations and tax matters; and (b) consult with and assist the Debtors' General Bankruptcy Counsel on certain corporate and financing transactions, including among other things financing and similar capital raising efforts, the potential sales of assets, and the formulation of a plan of reorganization and accompanying disclosure statement. Skadden Arps will be paid at these hourly rates: Partners $1,125 to $1,695 Counsel $1,075 to $1,270 Associates $475 to $1,050 On Dec. 20, 2018, the Debtor paid Skadden Arps a retainer of $2,000,000. The retainer is being held in an interest-bearing account, and as of the date hereof, the retainer balance was $2,000,000, plus interest in the approximate amount of $129. During the one-year period prior to the Petition Date, Skadden Arps billed a total of $259,387.26 in connection with legal services provided and expenses incurred in the Tax Engagement, and the Debtors paid $257,447.76 to Skadden Arps during such period for services rendered and expenses incurred. Skadden Arps has billed an additional $1,939.50 for legal services provided in the Tax Engagement during such period, and has accrued an additional $11,673 in fees and $15.93 in expenses, for a total of $13,628.43 that remains unpaid as of the Petition Date, but which Skadden Arps has agreed to waive. Skadden Arps is a creditor of the Debtors' estates pursuant to the accrued and unpaid prepetition amounts, and Skadden Arps holds a possessory interest in the retainer. Skadden Arps will also be reimbursed for reasonable out-of-pocket expenses incurred. Van C. Durrer II, partner of Skadden Arps Slate Meagher & Flom 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. Skadden Arps can be reached at: Van C. Durrer II, Esq. Annie Z. Li, Esq. SKADDEN ARPS SLATE MEAGHER & FLOM LLP 300 S. Grand Avenue, Suite 3400 Los Angeles, CA 90071 Tel: (213) 687-5000 Fax: (213) 687-5600 E-mail: Van.Durrer@Skadden.com Annie.Li@Skadden.com About Double Jump 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: Will Not Disclose Non-Public Info. Via Social Media ----------------------------------------------------------------- DPW Holdings, Inc. has filed an amended current report on Form 8-K/A with the Securities and Exchange Commission to amend a prior filing that the Company will not utilize social media sites and platforms to disseminate company information. As previously reported in the Prior Filing, in accordance with Release No. 69279 issued by the Securities and Exchange Commission on April 2, 2013, which Report provides guidance to issuers regarding the use of social media to disclose material non-public information, the Company used Twitter from time to time to communicate with the public about the Company and other issues. The Company's Twitter account was https://twitter.com/NYSE_DPW. The Twitter account of the Company's chief executive officer was https://twitter.com/ToddAultIII. The Twitter account of Super Crypto Mining, Inc., a Delaware corporation and wholly owned subsidiary of the Company, was https://twitter.com/SuperMining. In addition, to the Company used Facebook from time to time to communicate with the public about the Company and other issues. The Company's Facebook page was https://www.facebook.com/DPWHoldingsInc. As of March 20, 2019, the Company and its chief executive officer will not be using social media sites and platforms to disclose or disseminate nonpublic corporate developments or company information, notwithstanding their respective Twitter accounts and Facebook pages will remain active to re-post public company information accessible through recognized channels of distribution in accordance with Regulation Fair Disclosure. Furthermore, Super Crypto Mining, Inc., has closed its Twitter account. 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' 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. E.W. SCRIPPS: Fitch Assigns B+ LT IDR & Rates 1st Lien Loans BB+ ---------------------------------------------------------------- Fitch Ratings has assigned a 'B+' Long-Term Issuer Default Rating (IDR) to The E.W. Scripps Company (Scripps). Fitch has also assigned a 'BB+'/'RR1' to Scripps' first lien credit facilities and a 'B'/'RR5' to its senior unsecured notes. The Rating Outlook is Stable. The ratings are driven by Scripps' proposed issuance of $525 million of an incremental Term Loan B to fund the acquisition of 15 television stations across 10 markets from Cordillera Communications (Cordillera) in an all-cash transaction. Scripps announced its intention to acquire the Cordillera TV stations for $521 million on Oct. 29, 2018. The purchase price multiple represents roughly an 8.3x multiple per Fitch's estimates including the $8 million in outlined synergies and is largely in-line with recent transactions in the television broadcast space. The transaction has already received approval from the Department of Justice (DoJ) and is awaiting FCC approval. Fitch expects the Cordillera acquisition will close early in the second quarter of 2019. Incrementally, Scripps entered into an agreement on March 20, 2019 to acquire eight stations in seven markets from Nexstar Media Group, Inc. (Nexstar) and Tribune Media Company (Tribune) for $580 million. Excluding the New York City station asset, which Scripps is acquiring for $75 million, the purchase price represents an 8.1x multiple of average 2017/2018 EBITDA. Nexstar is required to divest these station assets as part of a larger sale to comply with regulatory restrictions and close its planned merger with Tribune. Scripps' acquisition of certain Nexstar stations is subject to regulatory approvals and is expected to close in the third quarter of 2019. Fitch expects Scripps to fund the Nexstar stations acquisition with a combination of secured and unsecured debt. To the extent that the mix is more weighted towards secured debt, this could cause Fitch to review the recovery and issue ratings for both the existing secured debt and unsecured notes. Pro forma leverage, as measured as total debt with equity credit to operating EBITDA, will increase to roughly 6.0x per Fitch's estimates based on average 2017A/2018E EBITDA of roughly $300 million. The Cordillera and the more recently announced Nexstar station acquisitions again elevates Scripps' leverage and will slow the pace of the company's deleveraging relative to Fitch's previous expectations. Scripps has become more aggressively acquisitive over the last few years in an effort to realign its asset base toward higher-quality television station assets. The company has also continued its investment in new media and national content brands, which provides some diversification away from the Local Media business. Fitch views this strategy positively in light of the ongoing secular challenges facing traditional mediums, like local television broadcasting, which are affected by declining viewership amid increasing programming choices. Fitch expects that local broadcasters will continue to cede share of national and local advertising dollars over to more targeted mediums. Fitch believes there are operational merits to the Scripps' television station acquisitions from Cordillera and Nexstar. The transactions enhance Scripps' television station portfolio and bolster the company's positioning within its markets. Pro forma Scripps will own 59 stations in 42 markets, reaching 30% of television households, up from roughly 18.5% previously. The majority of the Cordillera stations are ranked number one in their markets with just one station ranked number two. The Nexstar stations expand Scripps' presence in a number of political battleground stations, including Florida, Virginia and Michigan. Scripps will have number one or number two ranked stations in 36% of its markets (up from 22% previously). Higher-ranked stations garner an outsized share of local advertising and political advertising in their markets. Scripps also benefits from having a preponderance of "Big-Four" affiliated stations in mostly small and medium-sized markets. While the Cordillera acquisition increased the proportion of CBS and NBC affiliates in Scripps' station portfolio, the Nexstar stations are heavily weighted towards CW affiliates. WPIX, the New York City CW affiliate being acquired from Nexstar, does not contribute to cash flow. Fitch believes that Scripps' EBITDA margins will continue to lag other independent broadcast peers due to the still-meaningful concentration toward lower-rated stations. However, there is near-term opportunity for improvement. Currently Scripps does not receive retransmission revenues from Comcast covering 2.5 million subscribers and below average retransmission revenue rates on 1 million subscribers in existing Scripps markets. The current Comcast retransmission agreement has been extended through 2023 and beginning in 2020 will provide an incremental $60 million in retransmission fees, per Fitch's estimates assuming average retransmission revenue per subscriber rates. Scripps already pays net retransmission fees on a high percentage of these subscribers to the networks. Incrementally, Fitch expects the profitability of the National Media segment to expand over the rating horizon. KEY RATING DRIVERS Improved Scale and Higher Quality Station Assets: In aggregate, Scripps' television station acquisitions increase the scale and quality of Scripps' portfolio of television station assets. Scripps will own 59 television stations across 42 markets, expanding its reach to 30% of U.S. television households, up from roughly 18.5% previously. Scripps will also have number one or number two ranked stations in 36% of its markets. All of the Cordillera stations are ranked number one in their markets, with the exception of one that is ranked number two. While the Nexstar stations will increase Scripps' presence in political battleground states and larger markets, they consist mostly of CW affiliates. Notably, the Nexstar New York City CW affiliate contributes minimal, if any, EBITDA. Scripps' pro forma average 2017A/2018E revenues and EBITDA will approximate roughly $1.6 billion and $300 million, respectively. Weak, Albeit Improving, EBITDA Margins: Historically, Scripps' operating performance was negatively affected by the preponderance of lower-rated television stations in its Local Media segment. Creating another drag to Local Media operating performance, Scripps does not receive any retransmission revenue from Comcast covering 2.5 million subscribers in Scripps' markets. Additionally, Scripps receives well below-average retransmission revenue per subscriber rates from Comcast, covering 1 million subscribers. This is the result of a legacy Scripps retransmission agreement put in place at the time of the Scripps Network Interactive spin-off (2008). Scripps has extended the Comcast contract through 2023. Per Fitch's estimates, Scripps retransmission revenues will increase by roughly $60 million in 2020 as the company receives closer to average market retransmission per subscriber rates from Comcast. Scripps is already paying the networks reverse retransmission fees on a high proportion of these subscribers. As a result, a substantial amount of this incremental revenue will benefit EBITDA margins. Fitch believes that the addition of the Cordillera stations, the extended Comcast retransmission contract and the nearly complete restructuring program ($30 million in annual cost savings) present an opportunity to narrow Scripps' EBITDA margin gap relative to peers. However, Fitch expects that EBITDA margins will likely continue to lag for the foreseeable future owing to the still-high concentration of lower-rated stations in Scripps television portfolio. Scripps' National Media segment provides diversification away from the local television business but also is less profitable. Diversification in New Media and National Content Assets: Scripps has refocused its efforts on its television portfolio and has invested in new media and national content brands through a number of strategic transactions since 2015. Most recently, Scripps exited its radio business, completing the sale of its 34 radio stations for $83.5 million in proceeds (roughly $67 million after-tax). Balance sheet cash and proceeds from the sale helped support the company's acquisition of Triton Digital, a leader in digital audio measurement, for $150 million. In late 2017, Scripps purchased a portfolio of digital multicast networks from Katz Media for $292 million. Scripps also owns podcast creator Stitcher, Newsy an over-the-top (OTT) provider of national news content and national comedy brand Cracked. The National Media segment generated $286 million in revenues but was a drag on profitability with just $14 million in segment profit in FY 2018. Fitch believes the addition of businesses with better operating profiles, like the Katz Media digital multicast networks and Triton will help expand the profitability of the National Media segment. Management expects the National Media business will generate north of $500 million in revenues by 2021. Retransmission Revenues: Retransmission revenues approximated 33% of Local Media revenues in 2018, as compared with 41% on average for the television broadcast peer group. Scripps benefits from a high proportion of 'Big Four' affiliates in its station portfolio. The Comcast retransmission contract extension through 2023 will positively affect retransmission revenue growth in 2020. Fitch expects that net retransmission revenue growth will continue over the rating case, representing in excess of 40% of television revenues in FY 2022. Improving FCF: Television broadcasters typically generate significant amounts of FCF due to high operating leverage and minimal capex requirements. Scripps generated $71 million in FCF for the 2018, benefiting from the return of robust political revenues. Contributions to the company's pension plans and the newly initiated dividend weighed on FCF. However, Fitch expects FCF to expand over the rating horizon owing to growth in higher-margin retransmission revenues and the improved profitability of the National Media business. Advertising Revenue Exposure: Fitch estimates that advertising revenues accounted for roughly 51% of Scripps' stand-alone 2018 Local Media revenues (excluding political). Advertising revenues, especially those associated with TV, are becoming increasingly hyper cyclical and represent a significant risk to all TV broadcasters. Scripps works to offset this risk with its focus on increasing its share of more stable local advertising revenues and diversifying into other businesses. Stable Advertising Environment, Auto Headwinds: Fitch expects the overall advertising environment to remain stable in 2019. Local television broadcasting peers remain heavily exposed to auto advertising, which presents a headwind for the sector. Fitch expects U.S. car sales to continue to plateau but remain at solid levels over the next several years. However, even small declines in U.S. car sales could result in a disproportionate pullback in auto marketing spend. Fitch also expects television broadcasters will continue to lose advertising share to other mediums. According to Magna Global, local television advertising revenues, excluding political and Olympics, will decline by roughly 4%-5% in 2019. Viewer Fragmentation: Scripps continues to face the secular headwinds present in the TV broadcasting sector including declining audiences amid increasing programming choices, with further pressures from OTT internet-based television services. However, it is Fitch's expectation that local broadcasters, particularly those with higher-rated stations, will remain relevant and capture audiences that local, regional and national spot advertisers seek. Fitch also views positively the increasing inclusion of local broadcast content in OTT offerings. Growth in OTT subscribers will continue to provide incremental revenues and offset declines of traditional MVPD subscribers. DERIVATION SUMMARY Scripps' 'B+' IDR reflects its smaller scale and higher leverage relative to the larger and more diversified media peers, like CBS Corporation (BBB/Stable) and Discovery Communications (BBB-/Stable). Scripps' 'B+' rating reflects Fitch's expectation that pro forma EBITDA margins will continue to lag peers owing to the still high concentration of lower-rated stations in its television station portfolio. Fitch views diversification presented by the new media assets as a modest positive, but they do not meaningfully contribute to profitability. Scripps' pro forma leverage of 6.0x, based on pro forma 2017A/2018E EBITDA is roughly in-line with Gray Television's (BB-/Stable) pro forma leverage of roughly 6.1x. However, Gray benefits from television stations that are ranked number one or number two in 92% of its markets. As a result, Gray's EBITDA margins, in the high 30% range, lead the peer group. By comparison, Fitch expects Scripps' EBITDA margins will remain in the high teens range (even-odd year average). KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer Local Media: -- 2019 results reflect the acquisition of the three Gray ABC affiliates and the Cordillera TV stations; -- 2020 results reflect the acquisition of the Nexstar stations; -- Fitch expects core advertising revenues to decline in the low single-digits over the forecast period; -- Scripps benefits from the return of a very robust presidential election cycle in 2020 and mid-term elections in 2022; -- Fitch expects roughly 25% in retransmission revenue growth in 2019. The Comcast retransmission agreement amendment and extension presents more significant retransmission growth in 2020 ($60 million in incremental retransmission revenues); -- EBITDA margins will fluctuate reflecting even year political revenues and margins will improve on average due to the mix shift towards higher-margin retransmission revenues. National Media: Revenue growth and improved profitability incorporate the better operating profile of the Katz digital multicast networks and Triton Digital. Newsy benefits from growth in OTT advertising revenues and increased carriage arrangements with traditional multichannel programming distributors. Aggregate: -- Scripps results reflect the following transactions: -- Acquisition of the three Gray ABC affiliates for $55 million closes in January 2019; -- Acquisition of the Cordillera TV stations for $521 million closes in the first quarter of 2019; -- Acquisition of the Nexstar stations for $580 million closes in late 2019; -- Scripps' acquisitions are funded with incremental debt issuance, balance sheet cash and proceeds from the sale of the radio business. -- $10 million in pension contributions over the projection period; -- Capex at 2%-3% of revenues; -- Dividends of $0.05 per share, representing $16 million of annual cash dividends; -- Roughly $10 million -$20 million of annual share repurchase activity; -- No debt repayment other than scheduled maturities. Recovery Considerations: The recovery analysis assumes that Scripps would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. EBITDA: Scripps' going-concern EBITDA is based on the pro forma LTM LQ8A EBITDA December 2018 of roughly $300 million. This includes all of Scripps' recently announced and completed acquisitions: Triton Digital for $150 million, which closed in December 2018; three ABC affiliates in Texas and Florida for $55 million, which closed in January 2019; the Cordillera TV stations for $521 million, which is expected to close by the end of second quarter 2019; and the Nexstar stations for $580 million, which is expected to close by the end of 2019. Fitch stresses EBITDA by assuming that an economic downturn results in a cyclical decline in advertising revenues. Scripps' Local Media (television) advertising revenues decline by roughly 15%. Additionally, the National Media business (podcasting, digital audio measurement, national content brands like Newsy) also experience a reduced pace of advertising growth. Fitch expects traditional mediums (like television broadcasting) will be disproportionately impacted by pullback in advertisers' budgets. Scripps benefits from its higher proportion of subscription revenues (retransmission revenues) relative to the previous recessionary period. However, given the high degree of operating leverage in the business, LQ8A EBITDA declines by roughly 20%. Multiple: Fitch employs a 6x distressed enterprise value multiple reflecting the value present in the company's FCC licenses in small- and medium-sized U.S. markets. This multiple is roughly in-line with median TMT emergence enterprise value/EBITDA multiple of 5.5x. It also incorporates the following: -- Current public trading EV/EBITDA multiples range from 7x-10x; -- Recent transaction multiples in a range of 7x-9x. Nexstar Media Group announced its planned acquisition of the Tribune Media Company in December 2018 for $6.4 billion including the assumption of Tribune's debt, which represents a 7.5x purchase price multiple (including $160 million in outlined synergies). Gray Television acquired Raycom Media for $3.6 billion in January 2019, representing a 7.8x purchase price multiple (including $80 million of anticipated synergies). Scripps announced its acquisition of 15 television stations from Cordillera Communications in October 2018 for $521 million, representing an 8.3x purchase price multiple (including $8 million in outlined synergies). Scripps incrementally announced its acquisition of eight stations from Nexstar in March 2019 for $580 million. The purchase price represents an 8.1x multiple of average two-year EBITDA excluding the New York City CW affiliate, WPIX. Fitch estimates an adjusted, distressed enterprise valuation of $1.5 billion. Debt: Fitch assumes a fully drawn and upsized revolver ($150 million) in its recovery analysis since credit revolvers are tapped as companies are under distress. Scripps has $821 million of term loan debt and $400 million of senior unsecured notes pro forma for the Cordillera financing. Fitch assumes that Scripps funds the Nexstar station acquisition with a mix of secured and unsecured debt. Fitch estimates Scripps will have $1.8 billion in total debt including the required funding for the Nexstar stations. The recovery analysis results in a 'BB+' and 'RR1' Recovery Rating for the company's secured first lien debt reflecting Fitch's belief that 91%-100% expected recovery is reasonable. The recovery analysis results in a 'B' rating and 'RR5' Recovery Rating for the senior unsecured notes, reflecting 11%-30% expected recovery. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch does not expect any near-term improvement to Scripps' ratings given the elevated leverage following its spate of acquisition activity. -- Over the longer term, Fitch would consider an upgrade if management maintains two-year average leverage, measured as total debt with equity credit to operating EBITDA, below 4.5x and two-year average FCF/Gross Adjusted Debt above 5%. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Sustained average two-year leverage, as measured as total debt with equity credit to operating EBITDA above 5.5x as a result of incremental acquisition activity, shareholder friendly activities or weaker than anticipated operating performance including an acceleration in secular pressures. -- Two-year average FCF/Gross Adjusted Debt falls below 2%. LIQUIDITY Adequate Liquidity: Scripps' liquidity is supported by $107 million in balance sheet cash as of Dec. 31, 2018. The company also has a $125 million revolving credit facility, which will be upsized to $150 million concurrent with the financing for the Cordillera TV station acquisition. Revolver borrowings at acquisition close will be modest at $19 million. Scripps has minimal term loan amortization (1% of term loan) through 2023. Scripps generated $71 million in FCF for full year 2018. Scripps initiated a $0.05 per share quarterly dividend in February 2018. Aggregate annual dividends approximate $16 million. Fitch expects FCF generation to expand over the rating case owing to the growth in higher margin retransmission revenues and expansion in the National Media segment's profitability. Fitch estimates pro forma debt of roughly $1.25 billion, incorporating the incremental $525 million term loan B issuance to fund the Cordillera transaction. Roughly 70% of Scripps' debt structure will consist of secured debt. The amended first lien credit facilities will contain two financial maintenance covenants, a 5.75x maximum total net leverage covenant and a 4.00x maximum secured net leverage covenant (with step-downs to 5.50x and 3.75x 18 months from closing). Notably, the covenants offer only modest credit protections as they are tested in quarters where there are revolver borrowings outstanding. Scripps intends to fund the $580 million acquisition of certain Nexstar stations with a combination of secured and unsecured debt. Fitch expects total debt will increase to $1.85 billion upon the Nexstar acquisition close in late 2019. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: The E.W. Scripps Company (Scripps): -- Long-Term IDR 'B+'; -- Senior secured first lien revolver due 2022 'BB+'/'RR1'; -- Senior secured first lien term loan B due 2024 'BB+'/'RR1'; -- New senior secured first lien term loan B due 2026 'BB+'/'RR1'; -- Senior unsecured notes due 2025 'B'/'RR5'. The Rating Outlook is Stable. EASTLAKE INVESTMENTS: O.P. Buying New Baltimore Property for $5.7M ------------------------------------------------------------------ Eastlake Investments, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize the sale of the redemption interest for the property described as Parts of Lots 256 and 257 of Assessor's Plat No. 7, commonly known as 35252-35340 23 Mile Road, New Baltimore, Michigan, County of Macomb Tax ID 06-09-24-101-068, to O.P. Investments Group, LLC for $5.7 million. The chapter 13 section 341 meeting of creditors is currently set for March 13, 2019. Included in the property of the estate is the Property. The Debtor has received an offer on the subject property in the amount of $5.7 million. It proposes to sell the asset "as is" and "where." free and clear of any potential liens, with valid and enforceable lien(s), if any, attaching to the proceeds of the sale. The Debtor proposes to sell the Assets by purchase agreement to the highest and best bidder. It believes that the proposed sale is in the best interests of the Estate and its creditors as the Assets are not in use and will only decline in value through the passage of time, including expiration of the redemption period. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Eastlake_Investments_21_Sales.pdf About Eastlake Investments Eastlake Investments LLC, based in Walled Lake, MI, filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 19-42309) on Feb. 19, 2019. In the petition signed by Jimmy Danou, sole member, the Debtor estimated $10 million to $50 million in assets and $100,000 to $500,000 in liabilities. The Hon. Thomas J. Tucker oversees the case. Brett Border, Esq., at Border Law PLLC, serves as bankruptcy counsel to the Debtor. ELEVATED ANALYTICS: Hires BMS Accounting as Accountant ------------------------------------------------------ Elevated Analytics Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Utah to employ BMS Accounting, as accountant to the Debtor. Elevated Analytics requires BMS Accounting to provide accounting services in the Chapter 11 bankruptcy proceedings. BMS Accounting will be paid at these hourly rates: Partners $155 Analysts $100 Staffs $50 BMS Accounting will be paid a retainer in the amount of $4,000. BMS Accounting will also be reimbursed for reasonable out-of-pocket expenses incurred. Barbara M. Smith, partner of BMS Accounting, 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. BMS Accounting can be reached at: Barbara M. Smith BMS ACCOUNTING 2143 South 225 East Kaysville, UT 84123 Tel: (801) 451-9889 About Elevated Analytics Holdings Elevated Analytics Holdings, LLC, provides timely and comprehensive computational analysis for customers in the CPI/HPI. Formed in 2018, the Company previously operated as either of two now wholly-owned subsidiaries: Elevated Analytics LLC and Air Stations LLC. Elevated Analytics Holdings, based in Provo, UT, filed a Chapter 11 petition (Bankr. D. Utah Case No. 19-20541) on Jan. 30, 2019. In the petition signed by Patrick B. Keegan, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Kevin R. Anderson oversees the case. T. Edward Cundick, Esq., at Prince Yeates & Geldzahler, serves as bankruptcy counsel to the Debtor. EVOKE PHARMA: BDO USA LLP Raises Going Concern Doubt ---------------------------------------------------- Evoke Pharma, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $7,566,080 on $0 of revenue for the year ended Dec. 31, 2018, compared to a net loss of $12,229,512 on $0 of revenue for the year ended in 2017. The audit report of BDO USA, LLP states that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $5,659,773, total liabilities of $1,634,453, and a total stockholders' equity of $4,025,320. A copy of the Form 10-K is available at: https://bit.ly/2Tlo1RZ Evoke Pharma, Inc., a specialty pharmaceutical company, primarily focuses on the development of drugs for the treatment of gastroenterological disorders and diseases. It is developing Gimoti, a metoclopramide nasal spray, which is in Phase 2b clinical trials for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in women. The Company was founded in 2007 and is headquartered in Solana Beach, California. EXAMWORKS GROUP: Moody's Completes Ratings Review ------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of ExamWorks Group, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. ExamWorks Group, Inc. ("ExamWorks") B2 Corporate Family Rating reflects its aggressive debt funded growth strategy that has resulted in high financial leverage, integration risk and vulnerability to regulatory reviews. ExamWorks benefits from its leading market share, geographic and customer diversity and solid EBITDA margins. ExamWorks is moderate in scale, but is also much larger than peers. Further, ExamWorks benefits from being a preferred independent medical examination ("IME") provider for 8 of 40 largest national insurance companies. F+W MEDIA: U.S. Trustee Forms 7-Member Committee ------------------------------------------------ Andrew Vara, acting U.S. Trustee for Region 3, on March 21 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of F+W Media, Inc. and its affiliates. The committee members are: (1) LSC Communications US LLC Attn: Dan Pevonka 4101 Winfield Rd. Warrenville, IL 60555 Phone: 630-821-3108 Fax: 630-821-3093 (2) Palm Coast Data LLC Attn: Christopher Vitale 11 Commerce Blvd. Palm Coast, FL 32164 Phone: 610-487-0901 (3) Adobe Systems, Inc. Attn: Danny Wheeler 75 Remittance Drive, Suite 1025 Chicago, IL 60675-1025 Phone: 385-345-1372 (4) RR Donnelley Asia Printing Solutions Ltd. Attn: Robert Larsen 4101 Winfield Road Warrenville, IL 60555 Phone: 630-322-6006 (5) Hawthorne Associates LP Attn: Eric Singer 100 Ashford Parkway, Suite 310 Atlanta, GA 30338 Phone: 678-441-0001 (6) Procirc, LLC (PubworX) Attn: Eric Gisolfi, Esq. One World Trade Center New York, NY 10007 Phone: 212-450-7080 (7) Gen3 Marketing, LLC Attn: Todd Greenspan 960 B Harvest Drive Blue Bell, PA 19422 Phone: 215-383-0951 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About F+W Media Inc. F+W Media, Inc. and its affiliates distribute content targeted at hobbyist niche audiences, including communities of individuals who are enthusiastic about their hobbies such as arts and crafts, outdoor interests, collectibles, writing and design, and lifestyle. F+W Media runs two business lines which it primarily operates through F+W Media - the Communities business line and the F+W Books business line. Each of F+W Media's subsidiaries was formed to handle distinct aspects of these businesses. F+W Media and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10479) on March 10, 2019. At the time of the filing, the Debtors estimated of $50 million to $100 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill Co. as investment banker; FTI Consulting as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. FABRIC AVENUE: Seeks Court Approval of Amended Disclosure Statement ------------------------------------------------------------------- According to a notice, Fabric Avenue, Inc., will file a motion on May 1, 2019 at 9:00 a.m. asking the U.S. Bankruptcy Court for the Central District of California for an order approving its amended disclosure statement and plan of reorganization dated March 15, 2019. The Debtor asserts that the disclosure statement is an all-inclusive document which sets forth information about Fabric Avenue's current financial condition and proposed plan of reorganization in sufficient detail as reasonably practicable in light of the condition of the Debtor’s book and records. The disclosure statement provides a thorough background regarding the Debtor's business, before, leading up to, and throughout this bankruptcy case. Each class of claims and their respective treatment under the plan has been addressed. The disclosure statement also discloses risk factors and other consequences and procedures involved with the plan. The disclosure statement outlines an extensive confirmation process, including voting rights and post-confirmation procedures. Finally, the Debtor disclosed a list of all assets, financial statements, a liquidation analysis, and a schedule of all claims and amounts owed. Thus, the disclosure statement contains adequate information to enable a party to make an informed judgment about how to vote on the plan. A full-text copy of the Amended Disclosure Statement is available at https://tinyurl.com/yy659keq from PacerMonitor.com at no charge. About Fabric Avenue Inc Based in Los Angeles, California, Fabric Avenue, Inc., is a fabrics supplier. It also is doing business as Cailey 22, Ileet Designs, Fruit Shield, Red Tulips, Ethereal Los Angeles, Denim Avenue, Xiory, and Fabric Chase. The Company filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-17089) on June 9, 2017. The petition was signed by Samir F. Masri, president. The Hon. Sandra R. Klein presides over the case. Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver, serves as bankruptcy counsel to the Debtor. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $10 million to $50 million in total liabilities. FACTORY DIRECT LOGISTICS: Seeks OK to Use P2Bi Cash Collateral -------------------------------------------------------------- Factory Direct Logistics, LLC requests the U.S. Bankruptcy Court for the Northern District of Illinois to permit the use of cash collateral belonging to P2BInvestor, Inc. in the ordinary course of its business. P2Bi holds a lien on the collateral. The Debtor believes that the value of its assets is approximately $1,381,529, while the amount due P2Bi is approximately $972,547. Therefore, P2Bi is a creditor with a claim secured to the extent of $972,547. However, the Debtor proposes adequate protection to P2Bi pending a final hearing for an order permitting use of cash collateral to protect P2Bi for any erosion of its lien upon the Debtor’s assets due to the continuance of the automatic stay. The Debtor will pay P2Bi $15,000 by March 22 and provide P2Bi with a replacement lien on the proceeds from assets Debtor acquires subsequent to the filing of the Chapter 11 petition to the extent that the collateral is utilized subject to verification of the extent and validity of the lien and subject to prior liens. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/ilnb19-05484-24.pdf About Factory Direct Logistics Factory Direct Logistics, LLC, which conducts business under the name FDL Fasteners, LLC, manufactures fasteners, special parts, and trailer components. Based in Schaumburg, Illinois, Factory Direct Logistics filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-05484) on March 1, 2019. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The case is assigned to Judge Lashonda A. Hunt. Robert R. Benjamin, Esq., Beverly A. Berneman, Esq., and Anthony J. D'Agostino, Esq., at Golan Christie Taglia LLP, serve as the Debtor's bankruptcy attorneys. FCH MCKINNEY: Star Creek Buying McKinney Property for $250K ----------------------------------------------------------- FCH McKinney Senior Homes, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Texas to authorize the sale of the real property located at 3713 Creek View Lane, McKinney, Texas to Star Creek Co., Inc., for $250,000, cash. Objections, if any, must be filed within 21 days from the date the Motion was served. The Debtor and the Buyer have executed their TREC No. 20-14, One-To-Four Family Residential Contract (Resale), in connection with the sale of the Property. The Property which represents the ninth home to be sold when the Court approves its sale. The Debtor is in the process of obtaining a new lender, R2K Capital, LLC, which has entered into a DIP loan agreement that will also be submitted to the Court that will provide for an aggressive marketing plan to sell all the remaining houses and lots within the next 12 months. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/FCH_McKinney_32_Sales.pdf The Purchaser: STAR CREEK, CO., INC. Attn: Pete Pulis 1039 Tahoe Drive Belmont, CA 940 Telephone: (650) 593-8010 E-mail: ppulis@comcast.net About FCH McKinney Senior Homes FCH McKinney Senior Homes, LLC, operates an assisted living facility in Dallas, Texas. FCH McKinney filed as a Domestic Limited Liability Company in the State of Texas on April 10, 2013, according to public records filed with Texas Secretary of State. FCH McKinney filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 18-42734) on Dec. 3, 2018. In the petition signed by Kent C. Conine, manager, the Debtor disclosed less than $50,000 in assets and less than $10 million in estimated liabilities. The Debtor is represented by Larry Kent Hercules, Esq., at Larry K Hercules, Attorney At Law. FHC HEALTH: Moody's Completes Ratings Review -------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of FHC Health Systems, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. FHC Health Systems, Inc's. (FHC) B2 Corporate Family Rating reflects its elevated financial leverage, heavy reliance on key customers and a competitive contract bidding environment. FHC's margins are relatively low due to a high level of revenue from risk-based contracts that include medical costs in their rates. Despite these challenges, FHC's rating benefits from its solid market position and scale, and positive industry trends. Additionally, FHC has a diverse geographical presence and client base. FIVE STAR SENIOR: RSM US LLP Raises Going Concern Doubt ------------------------------------------------------- Five Star Senior Living Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $74,083,000 on $1,390,394,000 of total revenues for the year ended Dec. 31, 2018, compared to a net loss of $20,902,000 on $1,396,106,000 of total revenues for the year ended in 2017. The audit report of RSM US LLP states that the Company has suffered recurring losses from operations and has an accumulated deficit of $292.6 million. This raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $405,624,000, total liabilities of $334,455,000, and a total shareholders' equity of $71,169,000. A copy of the Form 10-K is available at: https://bit.ly/2Y8tW0l Five Star Senior Living Inc. (NASDAQ: FVE), formerly Five Star Quality Care, Inc., operates senior living communities, including independent living communities, assisted living communities and skilled nursing facilities (SNFs). The Company is headquartered in Newton, Massachusetts. FLORIDA NEW LIFE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Florida New Life Inc. as of March 21, according to a court docket. About Florida New Life Inc. Florida New Life Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-00218) on Jan. 23, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $50,000. The case has been assigned to Judge Jerry A. Funk. The Debtor hired The Law Offices of Jason A. Burgess, LLC, as counsel. FNJCC CORP: Unsecureds to Recoup 20% Over 60 Months Under Plan -------------------------------------------------------------- FNJCC Corp. d/b/a Panaderia y Pizzeria San Miguel filed a small business disclosure statement describing its plan of reorganization dated March 15, 2019. The Debtor is engaged in the business of pizza, bakery, and deli since April 15, 2017 in Las Delicias, Ponce, Puerto Rico. General unsecured creditors under the plan are classified in Class 3 and will receive a distribution of 20% of its allowed claims, to be distributed pro-rata as follows: $625 per month for 60 months. Payments and distributions under the plan will be funded from the Debtor's post-petition income from the operation of its business. A copy of the Disclosure Statement dated March 15, 2019 is available at http://tinyurl.com/y56ovm3mfrom Pacermonitor.com at no c charge. About FNJCC Corp. FNJCC Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-05552) on Sept. 26, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The Debtor tapped Modesto Bigas Law Office as its legal counsel. FRANK INVESTMENTS: Seeks to Extend Exclusivity Period by 90 Days ---------------------------------------------------------------- Frank Investments, Inc. and its affiliates asked the U.S. Bankruptcy Court for the Southern District of Florida to extend by 90 days the period during which they have the exclusive right to file a Chapter 11 plan and solicit acceptances for the plan. The companies also asked for a 90-day extension of deadline to file a plan and disclosure statement. The extension, if granted by the court, would give the companies more time to negotiate with their creditors, employ a chief restructuring officer who would assist in the preparation of a disclosure statement, and resolve an adversary case against Frank Theatres Management LLC's creditor, Las Olas Riverfront, L.P. (Adv. Proc. No. 18-01352), according to court filings. About Frank Investments Frank Investment Inc., Frank Entertainment Companies LLC and Frank Theatres Management LLC are affiliates of Rio Mall LLC, which sought bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17840) on June 28, 2018. Rio Mall owns and operates commercial real property that comprises the shopping center known as Rio Mall located at 3801 Route 9 South, Rio Grande, New Jersey. Frank Entertainment Companies owns, operates, develops and manages entertainment venues including nickelodeons, motion picture theatres, arcades, restaurants, nightclubs, water parks, bowling centers, game centers, skate parks, and other real estate properties. Jupiter, Fla.-based Frank Investments and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-20019) on Aug. 17, 2018. Judge Erik P. Kimball oversees the cases. In the petitions signed by Bruce Frank, president, Frank Investments and Frank Entertainment estimated $10 million to $50 million in assets and liabilities while Frank Theaters estimated $10 million to $50 million in assets and $50 million to 100 million in liabilities. Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A., serves as bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Debtors' cases. GHOTRA INC: Case Summary & 13 Unsecured Creditors ------------------------------------------------- Debtor: Ghotra Inc. dba Best Western Sam Houston 8049 N. Sam Houston Parkway West Houston, TX 77064 Business Description: Ghotra Inc. is a privately held company that operates in the traveler accommodation industry. The Best Western Plus Sam Houston Inn & Suites is designed to meet the needs of both the corporate and leisure traveler with each room offering standard features such as complimentary Internet connectivity, micro-fridge, coffee maker, full size ironing board and iron, hairdryer, work desk and a 37-inch HD LCD television. In addition, the Hotel offers a business center, fitness room, guest laundry, meeting room, outdoor pool, and a breakfast and coffee each morning. For more information, visit https://www.bestwestern.com. Chapter 11 Petition Date: March 25, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 19-31586 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Joyce Williams Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: 972-503-4033 Email: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Vikram Singh, president. A copy of the Debtor's list of 13 unsecured creditors is available for free at: http://bankrupt.com/misc/txsb19-31586_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb19-31586.pdf HANGER INC: Moody's Completes Ratings Review -------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Hanger, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since 1 January 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Hanger, Inc.'s B1 Corporate Family Rating reflects its moderately high financial leverage, specialized nature of its operations, and continued remediation efforts surrounding its inadequate internal controls. The rating is supported by Hanger's national footprint, large scale and brand recognition in the customized orthotics and prosthetics space. Also, Hanger's businesses benefit from steady, non-cyclical demand and a solid recurring revenue stream. HARDLINE HEAVY: Plan Confirmation Hearing Set for April 26 ---------------------------------------------------------- The Bankruptcy Court has issued an order granting preliminary approval of the disclosure statement explaining Hardline Heavy Haul LLC's Plan of Reorganization and scheduled the confirmation hearing for April 26, 2019 at 11:00 AM. Ballots and objections to the final approval of the Disclosure Statement and confirmation of the Plan are due April 19. Class 6 - General Unsecured Creditors. The Debtor's Schedules reflect various unsecured non-priority claims. The Debtor will pay $3,300.00 into this class, to be paid by annual payments of $1,100.00 for three (3) years. The installments will be due on the anniversary date of the entry of Order confirming this Plan. Payments will be distributed pro rata to unsecured creditors according to their timely filed and allowed claims or as deemed allowed. Payments will be made for a period of three (3) years (three annual payments). Class 4 - Independent Bank. Independent Bank filed a claim of $129,295.90 (Claim No. 4). This claim is partially secured. The claim is secured by four (4) pieces of equipment to wit two (2) tractors and two trailers. The Debtor is paying $592.17 on the first and fifteenth of each month pursuant to the agreement set forth in the Stipulation. The treatment of Independent Bank involves payment of $50,000.00 secured value in full from the date specified in the agreement, with monthly payments of $592.17 on the first and fifteenth of each month. The agreement also required certain adequate protection payments be made, and these have been paid. After the $50,000.00 plus interest thereon has been paid in full, Independent Bank shall release its liens on the 1999 Kenworth Tractor VIN# 5697 and a 2009 Mack Trailer VIN# 7609. Class 5 - Lake Trust Credit Union. Lake Trust Credit Union is a secured creditor holding a lien upon a 2006 Western Star tractor #4250 and a 2013 Ford F350. The Debtor believes the liens absorb the value of the collateral. The liened debt on the 2013 Ford F350 exceeds the value of the truck. They are being paid for through the Chapter 13 Plan in which Kevin Lendzion is presently ongoing, Chapter 13 Case No. 18-21598-dob. That case has a confirmed Chapter 13 Plan under which Mr. Lendzion has been making payments. Class 7 - Equity secured interest of Kevin Lendzion. Kevin Lendzion will contribute his management experience and expertise, mechanical knowledge and trucking expertise to the company to assist its continued operations. Kevin Lendzion will retain his LLC membership interests. The Debtor will continue operations of the business. Kevin Lendzion will be the sole member of the Debtor in consideration of his contribution of claims for unpaid wages also will be chief operating manager. He will continue to be manager and assist the business. While 2017 operations had a loss due to the issues discussed, the Debtor believes that the prior history and the Debtor's experience will enable it to maintain a satisfying profit level to enable it to meet plan payments. Based on past performance prior to the DUI loss of license, the Debtor expects to generate net revenues after payment of the labor, wages and charges due to Kevin Lendzion and under the Chapter 13 plan, of $2,300 monthly. This $2,300 monthly is net of almost all operating costs of the trucking business because the Debtor's contractor deducts from its disbursement check most costs and expenses. After Plan confirmation, the Debtor also expects to be able to put even more time into the trucking business since it will not have the necessity of loss of time, and distractions, necessarily caused by reorganization proceedings and pre-petition collection defense, etc. A full-text copy of the Disclosure Statement dated March 18, 2019, is available at http://tinyurl.com/y22o8ancfrom PacerMonitor.com at no charge. Hardline Heavy Haul LLC filed a voluntary Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-22193) on November 16, 2018, and is represented by J. Joseph Purtell, Esq., at Birchler, Fitzhugh, Purtell & Brissette PLC. HARTFORD, CT: Moody's Hikes Issuer Rating to B1, Outlook Positive ----------------------------------------------------------------- Moody's Investors Service has upgraded the City of Hartford, Connecticut's issuer rating to B1 from B2. The issuer rating is equivalent to the general obligation unlimited tax (GOULT) rating Moody's would assign to GOULT debt of the issuer, but does not apply to any of the city's outstanding debt. Moody's maintains an A2 rating on the city's outstanding general obligation bonds based on the contract assistance agreement between the state and the city, wherein the State of Connecticut has committed to pay the annual debt service on all of the city's outstanding general obligation bonds. The outlook has been revised to positive from stable. RATINGS RATIONALE The upgrade to B1 reflects the stabilizing financial position and improved liquidity that has been achieved through the state's contract assistance agreement and cost saving measures taken by the city through labor contract agreements and tight expenditure controls. The rating also incorporates significant state oversight through the Municipal Accountability Review Board (MARB) and contract assistance agreement. Also factored into the rating are ongoing challenges on the city's path to sustainably balanced financial operations including growing expenditures and projected weak revenue growth that is dependent on tax base growth and state funding. The city has limited revenue flexibility resulting in part from the high percentage of exempt properties within the tax base, persistent challenges of high poverty, elevated unemployment, and low median family income. RATING OUTLOOK The positive outlook reflects Moody's expectation that the city will adhere to its financial recovery plan that will result in balanced operations over the next few years with any surplus largely going towards capital needs. The outlook also incorporates the potential for tax base growth that would provide additional operating flexibility and indicate the strength of ongoing economic development. FACTORS THAT COULD LEAD TO AN UPGRADE - Adherence to the financial recovery plan and MARB oversight - Trend of tax base growth - Improvement in liquidity and reserves FACTORS THAT COULD LEAD TO A DOWNGRADE - Deviation from the financial recovery plan - Material tax base decline - Operating deficits and/or decline in liquidity - Trigger event under MARB oversight or under the state contract assistance agreement - Default on a debt obligation LEGAL SECURITY Not applicable. USE OF PROCEEDS Not applicable PROFILE Harford is the Connecticut state capital. The city is 18.4 square miles in area with a population of 124,390 (2017 ACS) and is located halfway between Boston (Aaa stable) and New York City (Aa1 stable). HAYMAKER ACQUISITION: Marcum LLP Raises Going Concern Doubt ----------------------------------------------------------- Haymaker Acquisition Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net income of $397,028 on $0 of revenue for the year ended Dec. 31, 2018, compared to a net income of $336,347 on $0 of revenue for the period from April 26, 2017 (inception) through December 31, 2017. The audit report of Marcum LLP states that the Company 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. The Company's balance sheet at Dec. 31, 2018, showed total assets of $336,985,369, total liabilities of $17,061,362, and a total stockholders' equity of $5,000,001. A copy of the Form 10-K is available at: https://bit.ly/2FpESiu Haymaker Acquisition Corp. does not have significant operations. The Company intends to acquire businesses or assets through merger, capital stock exchange, stock purchase, reorganization, or business combination. Haymaker Acquisition Corp. was founded in 2017 and is based in New York, New York. HELIOS AND MATHESON: Appoints Robert Damon as Interim CFO --------------------------------------------------------- The Board of Directors of Helios and Matheson Analytics Inc. has appointed Robert Damon, CPA to serve as interim chief financial officer and secretary of the Company and chief financial officer of MoviePass Inc., MoviePass Films LLC and MoviePass Ventures, LLC, effective March 22, 2019. Mr. Damon, age 64, is a certified public accountant and currently president of Damon Strategic Consulting, LLC, which he founded in 2016 to provide financial and operational advisory services to both public and privately held businesses. Since January 2018, Mr. Damon has been working as a consultant to the Company through his position at Damon Strategic Consulting, LLC. Prior to forming Damon Strategic Consulting, LLC in 2016, Mr. Damon was senior vice president, chief accounting officer of SFX Entertainment, Inc., a publicly traded growth company in the live entertainment and digital content businesses focused primarily on the EDM (Electronic Dance Music) genre, a position he held from February 2013. While at SFX Entertainment, Mr. Damon was instrumental in guiding the company through an IPO, other fundraising efforts and numerous acquisitions. Prior to joining SFX Entertainment, Inc., Mr. Damon was the vice president and corporate controller of Katz Media Group, Inc., a media representation firm for radio, television and digital media clients, from 1995 until 2000 and senior vice president and chief financial officer until 2012. Mr. Damon began his career in public accounting with Ernst & Young in New York City from 1983 to 1991. Mr. Damon received a Bachelor of Science degree in accounting from Long Island University. Mr. Damon previously served as chairman of the board of directors of the Media Financial Managers Association, a nonprofit industry organization representing financial and credit professionals from media and digital organizations. He currently serves as president and a member of the board of directors of the Financial Executives International - Long Island Chapter. Mr. Damon is also a member of the American Institute of Certified Public Accountants, the Institute of Management Accountants and the New York State Society of CPAs. In connection with the expansion of Mr. Damon's duties and his appointment as interim chief financial officer and secretary of the Company and chief financial officer of MoviePass Inc., MoviePass Films LLC and MoviePass Ventures, LLC, Mr. Damon will receive a one-time cash retention bonus of $60,000, of which $30,000 will be payable on March 22, 2019 and $30,000 will be payable on the date that is 60 days thereafter, so long as Mr. Damon continues to serve in such capacity at that time. Mr. Damon will continue to receive compensation pursuant to the terms of an existing consulting agreement between the Company and Damon Strategic Consulting, LLC, which is wholly owned by Mr. Damon. The consulting agreement renews on a month-to-month basis, unless terminated by either party with 10 business days' prior written notice. Under the consulting agreement, Damon Strategic Consulting, LLC was compensated $125 per hour for services performed in January 2018, and $150 per hour for services performed after February 2018. In connection with Mr. Damon's appointment as interim chief financial officer and secretary of the Company and chief financial officer of MoviePass Inc., MoviePass Films LLC and MoviePass Ventures, LLC, the hourly rate under the consulting agreement will increase to $200, effective March 22, 2019. Damon Strategic Consulting, LLC received approximately $284,996 in the aggregate for services provided in 2018 and has earned approximately $69,120 in the aggregate for services provided in 2019 as of March 21, 2019. As a consultant, Mr. Damon is not currently eligible to participate in benefits generally offered to employees of the Company. About Helios and Matheson Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a provider of information technology services and solutions, offering a range of technology platforms focusing on big data, business intelligence, and consumer-centric technology. More recently, to provide greater value to stockholders, the Company has sought to expand its business primarily through acquisitions that leverage its capabilities and expertise. The Company is headquartered in New York City, has an office in Miami Florida and has an office in Bangalore India. Helios and Matheson reported a net loss of $150.8 million for the year ended Dec. 31, 2017, compared to a net loss of $7.38 million for the year ended Dec. 31, 2016. The Company's amended balance sheet at Sept. 30, 2018, showed $134.30 million in total assets, $68.86 million in total liabilities, and $65.44 million in total stockholders' equity. The report from the Company's independent accounting firm Rosenberg Rich Baker Berman, P.A., in Somerset, New Jersey, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and negative cash flows from operating activities. This raises substantial doubt about the Company's ability to continue as a going concern. HERMAN TALMADGE: Trustee Selling Henry County Property via Auction ------------------------------------------------------------------ J. Michael Levengood, the Chapter 11 Trustee for Herman E. Talmadge, Jr., asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of the tract of real estate constituting approximately 121 acres of unimproved property with approximately one mile of highway frontage along Hwy 19 and Hwy 41, Henry County, Georgia, and more properly described in that Quit Claim Deed recorded Feb. 14, 2011 at Deed Book 12017, Pages 122-129, Clerk of Superior Court, Henry County, Georgia, regarding which property the Debtor owns one-seventh undivided interest, via auction. As reflected in the Debtor's schedules, the Debtor owns the Property. The Trustee's Plan of Reorganization reflects that for the 90-day period after the Consummation Date, the Talmadge Alliance and the Trustee will proceed with the marketing and sale of all or any portions of the 121 Acre Tract at a price agreed by the Talmadge Alliance and ultimately approved by the Court to the extent necessary. Any sale of all or any part of the 121 Acre Tract during the 90-day period following the Consummation Date will be sold free and clear and liens, claims, and encumbrances and any such liens, claims, and/or encumbrances will attach to net proceeds of sale after payment of closing costs. To that end, the 90-day period contemplated in in the Plan expires toward the end of February 2019. Consistent with the Plan, the Trustee has sought approval to employ Hudson & Marshall to conduct an auction sale of 121 Acre Tract. While Trustee understands that certain parties have discussed purchases of certain properties and/or property interests that may include 121 Acre Tract (and has even participated in some of these discussions), no private sale contract has yet been received by Trustee. The Plan therefore provides for an auction sale(s) of the 121 Acre Tract. The Trustee asks approval of said sale in a manner consistent with Section 5.3(a)(ii) of the Plan. Additionally, he asks approval to disburse proceeds of the sale consistent with the Plan. Hudson & Marshall will be employed pursuant to the Proposal and Agreement. While the Agreement speaks for itself and takes precedence over any comments contained in the Proposal or therein, the pertinent points are as follows: (i) there is a buyer's premium of 10%; (ii) Hudson & Marshall receives 6% of the buyer’s premium as its fee; (iii) 4% is reserved for the Seller, with 2% available to a broker if one is involved; and (iv) Hudson & Marshall will front the $19,118 marketing budget and recover it from the 4% seller fee. The Trustee has determined that an auction sale or sales with the assistance of Hudson & Marshall, as well as the fees proposed by Hudson & Marshall to be market consistent and favorable to the Bankruptcy Estate. The Trustee believes that there may be outstanding taxes owed and/or liens against the 121 Acre Tract. In an abundance of caution, the Trustee has served those potential lienholders, including, but not limited to the following: 1) Internal Revenue Service; 2) Georgia Department of Revenue; 3) Henry County Tax Commissioner; and 4) Clayton County Tax Commissioner. With respect to said sale, the Trustee will provide a Trustee's Deed. By the Motion, he asks a Court Order requiring all joint owners of the 121 Acre Tract, including Herman Talmadge, III, William Murphy Talmadge, Ramsey Morrison Talmadge, Katherine Merrit Talmadge, Margaret Elizabeth Talmadge and Tyler Welch Talmadge, to timely provide limited warranty deeds in connection with said sale. The Trustee believes that the proposed sale will generate significant revenues that can be used to pay administrative expenses and allowed claims, as contemplated by the Plan, and ultimately lead to the resolution of this Chapter 11 case. The relief sought is consistent with Trustee's Plan, which was confirmed by the Court. About Herman Talmadge The case is In re Herman E. Talmadge, Jr. (Bankr. N.D. Ga. Case No. 14-50312). J. Michael Levengood was appointed as the Debtor's Chapter 11 Trustee. Counsel for Trustee: James C. Joedecke, Jr., Esq. ANDERSEN, TATE & CARR, P.C. 1960 Satellite Boulevard, Suite 4000 Duluth, Georgia 30097 Telephone: (770) 822-0900 Facsimile: (770) 822-9680 E-mail: jjoedecke@atclawf1rm.com On Nov. 22, 2016, the Court appointed Natural Resource Consultants, LLC, and Jim Branch as Broker. On Sept. 24, 2018, the Court appointed Auction Management Corp. as auctioneer. On Oct. 9, 2018, the Court confirmed the Trustee's Plan of Reorganization. HMSW CPA: Proposed Plan Not Feasible, Court Rules ------------------------------------------------- Bankruptcy Judge Mark X. Mullin entered an order denying HMSW CPA, P.L.L.C. and KSW, CPA, P.C's combined joint plan of reorganization and disclosure statement. The Plan attempts to address creditor claims against the Debtors. The largest creditor is Dan Simmons, who is on the verge of obtaining a state court judgment against the Debtors and Richard Wylie, a non-debtor insider of the Debtors. That potential judgment of roughly $900,000 is based on jury findings against Mr. Wylie arising out of the purchase of Mr. Simmons's accounting firm by Mr. Wylie and his companies. In a nutshell, the Plan of Reorganization proposes to pay most secured and unsecured claims over time while Mr. Wylie and the Debtors appeal the anticipated state court judgment. The Plan proposes a merger of the Debtors into Bishop Sharp CPA, P.L.L.C., which would make the payments to creditors, including Mr. Simmons. Bishop Sharp would be a family owned and operated business, with most revenues generated from the accounting services of Mr. Wylie and his stepdaughter Ms. Cheree Bishop, who is also a defendant in the state court litigation with Mr. Simmons. After considering the testimony of the witnesses, exhibits admitted into evidence, and pleadings filed in these cases, including the filings under consideration and all objections, responses, replies, appendices, supplements, and all related papers filed by the parties, the Court finds and concludes that the Plan cannot be confirmed for at least one reason: The Debtors have not shown that the Plan is feasible as required by section 1129(a)(11). The Court holds that the Debtors have not shown that the Plan has a reasonable assurance of commercial viability. Income projections offered to support a plan of reorganization should be based on 'concrete evidence of financial progress, and must not be speculative, conjectural or unrealistic." In this case, the Debtors' financial projections are speculative, conjectural, and unrealistic. About HMSW CPA, PLLC HMSW CPA, PLLC -- http://www.hmswcpa.com/-- is a certified public accounting firm in Arlington, Texas. The company offers audit and assurance, tax compliance, business advisory, accounting and financial advisory services to small and medium size businesses. It also provides a wide range of business services for companies seeking to outsource payroll, transaction processing and basic accounting functions. HMSW CPA, PLLC based in Arlington, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-43569) on Sept. 10, 2018. In the petition signed by Cheree D. Bishop, president and manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Mark X. Mullin presides over the case. Howard Marc Spector, Esq., at Spector & Johnson, PLLC, serves as bankruptcy counsel. HUT AIRPORT: Trustee Hires Lane Powell as Attorney -------------------------------------------------- Kenneth S. Eiler, the Chapter 11 Trustee of HUT Airport Limousine, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Oregon to employ Lane Powell PC, as attorney to the Trustee. The Trustee requires Lane Powell to: a. represent the Trustee on cash collateral, insurance, and other operational matters; b. represent the Trustee in efforts to sell the Debtor's business as a going concern, formulate a plan of reorganization, or achieve a liquidity event or other similar transaction; c. represent the Trustee in the investigation of insider transactions; and d. represent in other matters in the administration of the bankruptcy case. Lane Powell will be paid at these hourly rates: David W. Criswell, Shareholder $550 Brad T. Summers, Shareholder $550 Skyler M. Tanner, Shareholder $400 Carole E. Brock, Paralegal $250 Lane Powell will also be reimbursed for reasonable out-of-pocket expenses incurred. David W. Criswell, partner of Lane Powell 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. Lane Powell can be reached at: David W. Criswell, Esq. LANE POWELL PC 601 S.W. Second Avenue, Suite 2100 Portland, OR 97204 Tel: (503) 778-2100 Fax: (503) 778-2200 About HUT Airport Limousine HUT Airport Limousine, Inc., doing business as HUT Airport Shuttle -- http://www.hutshuttle.com/-- is an airport shuttle services company based in Albany, Oregon. Hut Shuttle has pick-up and drop-off service at the following locations: Albany (HUT Office), Albany Comfort Suites, Corvallis (Hilton Garden), Eugene (UO Student Rec Center), OSU McNary Hall (West stairwell), Portland Airport (PDX), Salem Airport (SLE), and Woodburn (Best Western). HUT Airport Limousine sought Chapter 11 protection (Bankr. D. Ore. Case No. 18-63699) on Dec. 6, 2018. In the petition signed by Doris Hutmacher, president, the Debtor disclosed $185,837 in total assets and $2,253,913 in total debt. Judge Thomas M. Renn oversees the case. Barnes Law Offices, PC, led by principal, Keith D. Karnes, is the Debtor's counsel. Kenneth S. Eiler, as Chapter 11 Trustee for HUT Airport Limousine, Inc., d/b/a HUT Airport Shuttle, hired Lane Powell PC, as attorney. INTEGER HOLDINGS: S&P Alters Outlook to Positive, Affirms B+ ICR ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' long-term issuer credit rating on Plano, Texas-based contract manufacturer Integer Holdings Corp. and affirmed all issue-level and recovery ratings. It also revised the outlook to positive from stable to reflect the potential for an upgrade if it gains confidence that the company will sustain long-term leverage in the 3.0x-3.5x range. Integer repaid $700 million of debt obligations in 2018 following the sale of its advanced surgical and orthopedic segment, resulting in leverage declining from 6.3x in 2017 to 3.8x by the end of 2018. In addition, the company has said that it plans to repay over $100 million of debt in 2019. "The positive outlook reflects our view that the company's financial policy may be changing to aim for sustained lower leverage. In our updated forecast we project that Integer will improve its adjusted leverage to 3.5x in 2019 through continued strong EBITDA growth and annual debt amortization, and will maintain leverage within the 3.0x-3.5x range in the coming years," S&P said. "Our view is supported by Integer's improved 2018 financial metrics and the company's recent guidance that it intends to reduce debt by over $100 million in 2019." S&P said the positive outlook reflects the potential for an upgrade over the next 12 months if it gains confidence that the company can successfully pursue tuck-in acquisitions and sustain leverage at 3.5x or less with EBITDA margins exceeding 21%, as per its base case. JAGUAR HEALTH: Experiences Attempted Business Email Compromises --------------------------------------------------------------- Jaguar Health, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission on March 25, 2019, that the Company experienced several attempted business email compromises in the first quarter of 2019, one of which resulted in a wire payment of approximately $126,000 being diverted which was subsequently recovered. At this time there is no known financial loss arising from the incident and the Company and audit committee together with independent outside counsel continue to investigate and review the Company's internal controls and the impact, if any, on the Company's financial statements. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial stage natural-products pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Jaguar Health's principal executive offices are located in San Francisco, California. Jaguar Health reported a net loss of $21.96 million for the year ended Dec. 31, 2017, compared to a net loss of $14.73 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Jaguar Health had $46.12 million in total assets, $26.79 million in total liabilities, $9 million in series A convertible preferred stock, and total stockholders' equity of $10.32 million. BDO USA, LLP, in San Francisco, Calif., issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company has suffered recurring losses from operations and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. JAGUAR HEALTH: Sagard Capital Has 42.2% Stake as of March 18 ------------------------------------------------------------ In a Schedule 13D/A filed with the Securities and Exchange Commission, Sagard Capital Partners, L.P., Sagard Capital Partners GP, Inc., and Sagard Capital Partners Management Corp. disclosed that as of March 18, 2019, they beneficially own 33,149,556 shares of common stock of Jaguar Health, Inc., issuable upon the conversion of 5,524,926 shares of Preferred Stock directly held by Sagard. None of the other Reporting Persons directly holds any of the securities or shares of Preferred Stock or shares of Common Stock disclosed in this Statement. Based on information provided by the Issuer, there are 45,383,522 shares of Voting Common Stock outstanding as of March 22, 2019. The Reporting Persons beneficially own 5,524,926 shares of Preferred Stock, which are currently convertible into an aggregate of 33,149,556 Shares pursuant to the terms of the Certificate of Designation, as amended. As a result, on an as-converted basis, each Reporting Person may be deemed to beneficially own 42.2% of the outstanding shares of Voting Common Stock. The 42.2% assumes the conversion of shares of Series A Convertible Participating Preferred Stock into voting common stock of the Issuer and is based on 78,533,078 shares of voting common stock of the Issuer outstanding on March 22, 2019, calculated on an as-converted basis, based on information provided by the Issuer. The change in the Reporting Persons' percentage beneficial ownership resulted from additional issuances of Voting Common Stock by the Issuer and is not due to any change in the actual number of shares beneficially owned by the Reporting Persons. Because the Exchange Price is a floating price that is outside the control of Sagard and will not become fixed until the occurrence of a specified event, the date of which is unknown (i.e., the setting of the per share price in the Public Offering), the Beneficial Owners are unable to calculate, and not reporting, any change in their beneficial ownership of the Issuer as a result of the Bridge Financing at this time. The Amendment No. 4 was being filed in connection with the Issuer determining to enter into securities purchase agreements from time to time with selected accredited investors, pursuant to which the Issuer intends to issue up to $5.5 million aggregate principal amount of promissory notes to such Investors. The Notes bear interest at the rate of 12% per annum and mature on July 18, 2019. Pursuant to the Securities Purchase Agreements, an Investor may elect to purchase either a Note that is subject to a mandatory exchange provision or a Note that is not subject to a mandatory exchange provision but is otherwise substantially the same as the 125% Coverage Note. The mandatory exchange provision in the 125% Coverage Notes provides that, at the Issuer's option upon the consummation of an underwritten public offering by the Issuer on or before the Maturity Date of the Voting Common Stock, the principal amount of the 125% Coverage Notes plus any unaccrued interest thereon will be mandatorily exchanged into shares of the Voting Common Stock at a price equal to the per share price at which the Issuer issues Voting Common Stock in the Public Offering. A full-text copy of the regulatory filing is available for free at: https://is.gd/Y0PyWk About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial stage natural-products pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Jaguar Health's principal executive offices are located in San Francisco, California. Jaguar Health reported a net loss of $21.96 million for the year ended Dec. 31, 2017, compared to a net loss of $14.73 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Jaguar Health had $46.12 million in total assets, $26.79 million in total liabilities, $9 million in series A convertible preferred stock, and total stockholders' equity of $10.32 million. BDO USA, LLP, in San Francisco, Calif., issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company has suffered recurring losses from operations and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. JAGUAR HEALTH: Signs $266K Securities Purchase Agreement with Oasis ------------------------------------------------------------------- Jaguar Health, Inc. has entered into a securities purchase agreement with Oasis Capital, LLC, pursuant to which the Company agreed to issue and sell, in a registered public offering by the Company directly to the Investor, an aggregate of 1,331,332 shares of common stock, par value $0.0001 per share, of the Company at an offering price of $0.20 for gross proceeds of approximately $266,266 before deducting the placement agent fee and related offering expenses. The Shares are being offered by the Company pursuant to a registration statement on Form S-3 (333-220236), which was declared effective by the Securities and Exchange Commission on Sept. 14, 2017 and the related base prospectus included in the Registration Statement. The Company expects to file the prospectus supplement for the Offering on or about March 25, 2019. On March 24, 2019, the Company entered into a Placement Agency Agreement with Ladenburg Thalmann & Co. Inc., pursuant to which the Company engaged Ladenburg as the sole placement agent in connection with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares. In connection with the Offering, the Placement Agent will receive a placement agent fee in cash equal to 8% of the gross proceeds from the sale of the Shares, a management fee in cash equal to 1% of the gross proceeds from the sale of the Shares, a warrant to purchase 53,253 shares of Common Stock at an exercise price of $0.25 per share, and reimbursement of $25,000 in expenses. The Placement Agency Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. Neither the Placement Agent Warrant nor the shares of Common Stock issuable upon the exercise of the Placement Agent Warrant will be registered under the Securities Act of 1933, as amended or any state securities laws. The Placement Agent Warrant and the Placement Agent Warrant Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. The Placement Agent has represented that it is an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial stage natural-products pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Jaguar Health's principal executive offices are located in San Francisco, California. Jaguar Health reported a net loss of $21.96 million for the year ended Dec. 31, 2017, compared to a net loss of $14.73 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Jaguar Health had $46.12 million in total assets, $26.79 million in total liabilities, $9 million in series A convertible preferred stock, and total stockholders' equity of $10.32 million. BDO USA, LLP, in San Francisco, Calif., issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company has suffered recurring losses from operations and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. JAMES MEDICAL: Seeks Authorization to Use Cash Collateral --------------------------------------------------------- James Medical Equipment, Ltd., requests the U.S. Bankruptcy Court for the Western District of Kentucky to authorize the use of cash and cash equivalents in which the estate and other entities may have an interest. In order for the Debtor and this chapter 11 case to succeed, the Debtor needs to be permitted to use the Cash Collateral on an interim basis as detailed in the Budget. The Debtor has identified ten Class A Creditors, each of which asserts security interests in only those certain specific items of equipment or inventory which such creditors sold or leased to the Debtor, and the proceeds thereof. Each of these creditors asserts an interest in Cash Collateral insofar as it asserts an interest in proceeds of specific items: (a) Wells Fargo Bank, N.A.; (b) Financial Pacific Leasing, Inc.; (c) De Lage Landen Financial Services, Inc.; (d) Key Equipment Finance, a division of KeyBank NA; (e) Navitas Lease Corp.; (f) Philips Medical Capital, LLC; (g) Pawnee Leasing Corporation; (h) Axis Capital, Inc.; (i) Hitachi Capital America Corp.; and (j) FirstLease, Inc. Class B Creditors financed the Debtor's purchase or lease of specific items assert security interests in such items and in substantially all intangible assets of the Debtor. The Debtor has identified three Class B Creditors, each of them asserts both a purchase-money security interest in Cash Collateral and a broader interest in Cash Collateral: (a) VGM Financial Services, a division of TCF Equipment Finance, Inc.; (b) Univest Capital, Inc.; and (c) Invacare Credit Corporation. The Debtor has identified one Class B Creditor -- Cardinal Health, asserting a blanket security interest in all assets of the Debtor. However, all its obligations to Cardinal Health have been satisfied, and the Cardinal Health Financing Statement is subject to termination. Donald E. James, the former owner of the Debtor whose shares were purchased by the Debtor's current shareholders in 2012 in exchange for a note made by those shareholders, certain accommodation parties, and the Debtor, is characterized as a Class C Creditor. Donald E. James asserts a blanket security interest in all assets of the Debtor. Class D Creditors provided the Debtor with loans of operating capital assert a security interest in all assets of the Debtor. The Class D Creditors: LEAF Capital Funding LLC, Corporation Service Company as representative, Donald E. James, Green Capital Funding LLC, and GTR Source LLC, each asserts a security interest in all assets of the Debtor. The Debtor asks the Court to grant the Cash Collateral Creditors a lien on post-petition collateral in the same order of priority and validity that existed prepetition, in an amount equal to the diminution in value caused by the Debtor’s use of the Cash Collateral. The Debtor further asks the Court provide adequate protection to the Cash Collateral Creditors to the extent their claimed interest in the Cash Collateral is hereafter used. The Debtor also proposes to provide adequate protection payments to the Cash Collateral Creditors in the form of a replacement lien of the same type, priority, and value of the prepetition collateral. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/kywb19-10187-10.pdf About James Medical Equipment James Medical Equipment, Ltd.'s line of business includes renting or leasing medical equipment. The company was founded in 1979 and is based in Campbellsville, Kentucky. James Medical Equipment filed a voluntary Chapter 11 petition (Bankr. W.D. Ky. Case No. 19-10187) on March 1, 2019. At the time of filing, the Debtor estimated $1 million to $10 million in assets and liabilities. The case is assigned to Judge Joan A. Lloyd. The Debtor tapped David M. Cantor, Esq., at Seiller Waterman LLC, as its legal counsel. JEP REALTY: Unsecureds to be Paid 10% of Allowed Claims in 12 Mos. ------------------------------------------------------------------ JEP Realty, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Kentucky a disclosure statement in connection with its proposed chapter 11 plan of reorganization dated March 15, 2019. Under the Plan, the Debtor proposes to restructure its secured debt at a specific interest rate over a period of time with payment in full of all Allowed Secured Claims with interest only payments for 12 months and thereafter principal and interest payments for 30 years, or the sale or refinance of the real property to pay off the applicable secured debts. The terms of any proposed sale will be subject to the approval of the Creditor who holds a security interest therein, which approval will not be unreasonably withheld. On the first day of the month following the Effective Date, the Debtor will commence making monthly payments directly to the Secured Creditors in Class 2, 3 and 4, being Farm Credit, Danville Liquidation and Century Bank, respectively, in the amount set forth in the Plan. In addition, the Debtor will pay to the Disbursing Agent the amount of the Plan Payments of $1,000 per month for a period of 60 consecutive months, subject to the exercise of any Grace Periods, for distribution, as follows: First, the Debtor will pay all Allowed Unclassified Claims, being the U.S. Trustee's Fees, Century Ban's Arrears as described in its POC #7, all allowed Professional and Administrative Fees and Expenses. Any funds held in Bunch & Brock's escrow account shall be designated exclusively for payment to be applied to its request and/or court approval of its attorney fees and costs. Second, in full and final satisfaction of any Unclassified Claims, then to Class 1 Real Property Tax Lien Claims until paid in full or paid with any sale proceeds applicable to such Real Property. Third, in full and final satisfaction of any Class 1 Claims, then to Class 5 Priority Tax Claims until paid in full. Fourth, in full and final satisfaction of any Class 5 Priority Tax Claims, then to Class 6 Unsecured Claims to the maximum extent provided during the Term. Any Unsecured Creditor may elect, but will not be compelled, to opt for an immediate cash payment of 10% of its Allowed Unsecured Claim to be paid within 12 months from the Effective Date, subject to availability of funds by the Debtor and its approval. If such Creditor elects such option and upon timely payment thereon, then such Creditor's claim will be deemed fully paid and satisfied. Fifth, the remaining Property Funds, if any, will be distributed to John Pappas and/or the Debtor as he determines in his sole determination that is in his best personal tax advantage. The Debtor's estimate of Plan Payments and cash infusion necessary to make all required payments by the Debtor's Owner, John Pappas, is based upon the Debtor's opinion of the fair market value of the Property and the disposable income derived therefrom. The Debtor’s Budget is based upon sound projections based on historical estimates of business operations coupled with financial projections moving forward. As a result of these improvements, the Debtor may enjoy an additional amount in available disposable income which would be available to the Creditors for distribution on their Claims as Plan Payments. A copy of the Disclosure Statement is available at http://tinyurl.com/y6x6jn6lfrom Pacermonitor.com at no charge. About JEP Realty JEP Realty, LLC, is a privately held real estate agency in Lexington, Kentucky. JEP Realty filed a voluntary petition for relief with the Court under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ky Case No. 18-51712) on Sept. 20, 2018. In the petition signed by John E. Pappas, member, the Debtor estimated $1 million to $10 million in assets and liabilities. Judge Tracey N. Wise oversees the case. Jamie L. Harris, Esq., at DelCotto Law Group PLLC, is the Debtor's counsel. JLAN PROPERTIES: April 24 Hearing on Amended Plan Outline Set ------------------------------------------------------------- Bankruptcy Judge Robert N. Opel, II will convene a hearing on April 24, 2019 at 9:30 a.m. to consider approval of JLAN Properties, LLC's amended disclosure statement referring to an amended plan dated March 14, 2019. April 19, 2019 is fixed as the last day for filing and serving written objections to the amended disclosure statement. About JLAN Properties JLAN Properties, LLC, is a privately-held operator of nonresidential buildings. JLAN Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04205) on October 4, 2018. In the petition signed by Linda Teberio, managing member, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge John J. Thomas presides over the case. KCST USA: June 14 Plan Confirmation Hearing ------------------------------------------- The Disclosure Statement explaining KCST USA, Inc.'s Chapter 11 Plan is approved. The hearing to consider confirmation of the Plan is scheduled for June 14, 2019 at 12:00 p.m., Eastern Prevailing Time, at the United States Bankruptcy Court, District of Massachusetts, Donohue Federal Building, 595 Main Street, Worcester, MA 01608-2076. All persons and entities entitled to vote to accept or reject the Plan shall deliver their Ballots no later than 5:00 p.m. Eastern Prevailing Time on May 31, 2019. Any objection to confirmation of the Plan must be filed and served no later than 4:30 p.m., Eastern Prevailing Time, on or before May 31, 2019. Class 3 consists of the Allowed Non priority Unsecured Claims are impaired. In full and complete satisfaction, settlement, release and discharge of the Allowed Class 3 Claims, each holder of an Allowed Non priority Unsecured Claim shall receive a payment as soon as practicable after the Effective Date equal to a pro rata share of the Cash Distribution. Axia shall not participate in the Cash 3 Distribution. Class 2 consists of the Allowed Claim of Westchester Fire Insurance company are impaired. In full and complete satisfaction, settlement, release, and discharge of vany Claim, the holder of the Allowed Class 2 Claim shall receive the following treatment, as applicable: (1) Elective Treatment: The Class 2 claimant, by electing the treatment set forth in Section 6.4(C)(1) on its voting ballot and thereby voting in favor of the Plan, shall receive the following treatment: -- The Debtor shall pay the Class 2 claimant, as soon as practicable following the Effective Date, the sum of $10,000; -- Axia shall pay the Class 2 claimant, as soon as practicable following the Effective Date, the sum of $51,200; and -- The Surety Bonds shall remain in effect. (2) Non-Elective Treatment. If the Class 2 claimant does not exercise the election provided in Section 6.4(C)(1), the Class 2 claimant shall receive the following treatment: -- The Class 2 claimant shall have an Allowed Claim, if any, in such amount as may be determined by the Bankruptcy Court or agreed to by the parties; -- The Class 2 claimant's Allowed Claim shall participate on a pro rata basis in the Cash Distribution; and -- The Surety Bonds shall remain in effect. Class 4 consists of the Allowed Axia Claim are impaired. In full and final satisfaction, settlement, discharge, and release of the Allowed Class 4 Claim, Axia shall receive payment in accordance with the Axia Note. The principal amount of the Axia Note shall be $18,432,738. The Debtor shall pay the Net Operating Income for the prior calendar year, if any, to Axia on the 91 day following the end of each calendar year that ends after the Effective Date. The Debtor only had available cash of approximately $175,000 to meet its operating expenses. In order to fund operations during the pendency of the Chapter 11 case until the dispute with MTC was resolved, the Debtor ultimately obtained authority to borrow $1,200,000 from Axia. As a result of the Arbitration Award, the Debtor has repaid the DIP Facility and had approximately $3,200,000 in cash as of January 15, 2019. In addition, the Arbitrator's enforcement of the Network Operator Agreement by substituting the New Commercial Terms has made operation of the Network viable because the Debtor is only required to pay MTC fees to the extent that operation of the Network is profitable. The Plan provides for continued operation of the Network and payment of a substantial dividend to unsecured creditors. Creditors' recovery under the Plan is not dependent upon the Debtor's future operations because all creditors other than Axia will be paid from available cash. The Plan provides for payment of MTC fees in accordance with the enforced Network Operator Agreement. A full-text copy of the Disclosure Statement dated March 18, 2019, is available at http://tinyurl.com/yygcwgzzfrom PacerMonitor.com at no charge. About KCST USA, Inc. KCST USA, Inc., based in Concord, Mass., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-40501) on March 22, 2017. In the petition signed by Terrence Fergus, its president, the Debtor estimated $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The Hon. Elizabeth D. Katz presides over the case. Andrew G. Lizotte, Esq., and Harold B. Murphy, Esq., at Murphy & King, P.C., serve as bankruptcy counsel to the Debtor. Stephen Darr of Huron Consulting Services, LLC, is the chief restructuring officer. KONARED CORP: M&K CPAS PLLC Raises Going Concern Doubt ------------------------------------------------------ KonaRed Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $13,926,649 on $2,873,723 of total sales for the year ended Dec. 31, 2017, compared to a net loss of $3,300,829 on $1,059,196 of total sales for the year ended in 2016. The audit report of M&K CPAS, PLLC states that the Company has suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2017, showed total assets of $1,972,720, total liabilities of $9,881,636, and a total stockholders' deficit of $7,908,916. A copy of the Form 10-K is available at: https://bit.ly/2Fqfj0W KonaRed Corporation produces and sells coffee fruit wellness drinks. Its products include ready-to-drink cold brew coffees; and KonaRed Antioxidant Juice. The Company also provides KonaRed Hawaiian Superfruit Powder, a coffee fruit powder; KonaRed Wake Up Performance Powder Packets; and coffee bean products. It sells its products through direct store and broadline distributors, direct to retail, online retail, and raw material ingredient sales channels in the United States and internationally. KonaRed Corporation was founded in 2008 and is headquartered in San Clemente, California. LBI MEDIA: Seeks to Hire BDO USA as Accountant and Auditor ---------------------------------------------------------- LBI Media, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ BDO USA, LLP, as accountant and auditor to the Debtors. LBI Media requires BDO USA to: a. audit the Debtors' consolidated financial statements, which are comprised of the consolidated balance sheet as of December 31, 2018, and the related consolidated statements of operations and comprehensive (loss) income, changes in equity, and cash flows for the year then ending (the "2018 Audit Services"); b. provide interim reviews of the Debtors' condensed quarterly consolidated financial statements for the periods ending March 31, June 30, and September 30, 2019 (the "2019 Review Services" and together with the 2018 Audit Services the "Audit Services"); c. provide fresh start accounting services (the "Fresh Start Accounting Services"); and d. provideng such other services as may be requested by the Debtors (the "Hourly Services"). BDO USA and the Debtors negotiated a flat fee of $225,000 (the "2018 Audit Fee") for the 2018 Audit Services. The 2018 Audit Fee will be billed periodically as the audit progresses and will be paid by the Debtors upon approval of the Bankruptcy Court. Similarly, BDO USA and the Debtors negotiated a flat fee of $25,000 per quarter. For other accounting services, BDO USA will be paid at these hourly rates: Partners/Directors $635 Senior Managers $430 Managers $315 Seniors $275 Experienced Associates $215 Associates $195 BDO USA will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradly Schrupp, partner of BDO USA, 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. BDO USA can be reached at: Bradly Schrupp BDO USA, LLP 1888 Century Park East, 4th Floor Los Angeles, CA 90067 Tel: (310) 557-0300 Fax: (310) 557-1777 About LBI Media Headquartered in Burbank, California, LBI Media -- http://www.lbimedia.com/-- is a national television and radio broadcasting company that was co-founded in 1987 by Lenard Liberman, LBI's chief executive officer, and his father Jose Liberman, who immigrated to the United States from Mexico in 1946. LBI is a national media company that owns or licenses 27 Spanish-language television stations and radio stations in the United States, as well as EstrellaTV, a Spanish-language television broadcast network. LBI Media Inc and more than 15 of its affiliates filed for bankruptcy protection (Bankr. D. Del. Case No. 18-12655) on Nov. 21, 2018. In the petition signed by CFO Brian Kei, the Debtors reported total assets of $238.7 million and total liabilities of $532.9 million as of June 30, 2018. Richards Layton & Finger, P.A., and Weil, Gotshal & Manges LLP serve as counsel to the Debtors. Guggenheim Securities LLC has been tapped as investment banker, Alvarez & Marsal North America LLC as financial advisor, and Epiq Corporate Restructuring LLC as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on Dec. 6, 2018, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of LBI Media, Inc. and its affiliates. The Committee tapped Squire Patton Boggs (US) LLP as lead counsel, Bayard, P.A., as co-counsel, and Dundon Advisers LLC as financial advisor. LINDBLAD EXPEDITIONS: Moody's Hikes CFR to B1, Outlook Stable ------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Lindblad Expeditions, LLC, including its Corporate Family Rating to B1, its Probability of Default Rating to B2-PD, and its senior secured bank facility rating to B1. The Speculative Grade Liquidity rating remains unchanged at SGL-1. The rating outlook is stable. "The upgrade reflects our expectation that strong demand for expedition cruises and the addition of the National Geographic Venture in December 2018 will enable Lindblad to maintain debt/EBITDA around 3.5x," stated Pete Trombetta, Moody's cruise analyst. "The company has rebounded from a difficult 2017 caused by canceled voyages and reduced leverage to below its upgrade trigger of 3.75x at the end of 2018 (pro forma for a full year of earnings from the Venture), added Trombetta." Upgrades: Issuer: Lindblad Expeditions, LLC Probability of Default Rating, Upgraded to B2-PD from B3-PD Corporate Family Rating, Upgraded to B1 from B2 Senior Secured Bank Credit Facility, Upgraded to B1 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Lindblad Expeditions, LLC Outlook, Remains Stable Affirmations: Issuer: Lindblad Expeditions, LLC Speculative Grade Liquidity Rating, Affirmed SGL-1 RATINGS RATIONALE Lindblad's credit profile benefits from its modest leverage -- 3.5x Moody's adjusted debt/EBITDA is low relative to other B1 rated Business and Consumer Services companies -- its partnerships with National Geographic and the World Wildlife Fund (through its Natural Habitats brand), as well as its strong brand name recognition in the expedition travel segment of the travel industry. Also benefiting Lindblad is the strong demand for high end expedition cruises, which combined with the unique destinations Lindblad travels to, results in high net yields relative to other luxury cruise lines. The company is constrained by its small scale in terms of absolute level of earnings and number of vessels which exposes the company to earnings pressure should the company experience unexpected dry dockings or canceled voyages as it did in 2017. Due to the company's small scale, Moody's expects it to maintain stronger metrics than a larger, more diversified B1 rated cruise company. The stable rating outlook reflects Moody's expectations that Lindblad will maintain leverage around 3.5x over the next 12 to 24 months in light of solid demand. Given the company's scale, an upgrade in the near term is unlikely. Notwithstanding this fact, an upgrade would require leverage approaching 2.5x and EBITA/interest expense approaching 3.0x. Rating improvement would also require Lindblad maintain its very good liquidity. A downgrade could occur if Lindblad's debt/EBITDA was sustained above 3.75x or if its liquidity were to deteriorate materially. Downward ratings pressure could also come if its agreement with National Geographic were to end, which is not currently expected. Lindblad Expeditions, LLC and its consolidated subsidiaries (Nasdaq: LIND), headquartered in New York, NY, is a provider of tour and adventure travel related services to over 130 destinations spanning all seven continents. The company owns and operates eight expedition ships and five seasonal charter vessels with capacities ranging from roughly 25 to 150 guests per voyage. In March 2015, Lindblad entered into a definitive merger agreement with Capitol Acquisition Corp. II in a cash and stock transaction valued at $439 million. Lindblad generated sales of $310 million in 2018. LUNA DEVELOPMENTS: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Luna Developments Group, LLC as of March 21, according to a court docket. About Luna Developments Group The receiver for Luna Developments Group, LLC, a company based in West Palm Beach, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-11169) for Luna Developments on Jan. 28, 2019. In the petition signed by Alan Barbee, the receiver appointed by a Florida state court, the Debtor disclosed $5,000,000 in assets and $3,366,816 in liabilities. The Hon. Erik P. Kimball oversees the case. Robert C. Furr, Esq., at Furr Cohen, serves as the Debtor's bankruptcy counsel. MACAULEY CONTRACTING: Don Dowd Buying Five Trucks for $145K ----------------------------------------------------------- Macauley Contracting, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale to Don Dowd Auto Sales, Inc. of the following five trucks: (a) 2015 Chevy 2 Door Pick-Up Truck VIN ending in 7590 for $14,000; (b) 2016 Ford F-450 Pick-Up Truck VIN ending in 2036 for $39,514; (c) 2016 Ford F-450 Pick-Up Truck VIN ending in 3934 for $26,220; (d) 2017 Ford F—250 Pick-Up Truck VIN ending in 1221 for $33,500; and (e) 2017 Chevy Silverado Pick-Up Truck VIN ending in 6444 $31,500. As of the Petition Date, the Debtor's primary assets consisted of accounts receivable of approximately $269,624 and vehicles, trailers, tools and equipment valued at approximately $485,200. Included in the Assets are the Trucks. The Trucks are encumbered by purchase money security interest lien claims as set forth. (a) 2015 Chevy 2 Door Pick-Up Truck VIN ending in 7590 (Valued at $16,000): Wells Fargo - $22,907 (b) 2016 Ford F-450 Pick-Up Truck VIN ending in 2036 (Valued at $38,000): Ally Financial - $39,514 (c) 2016 Ford F-450 Pick-Up Truck VIN ending in 3934 (Valued at $28,000): Valley National Bank - $26,220 (d) 2017 Ford F-250 Pick-Up Truck VIN ending in 1221 (Valued at $33,000): BB&T - $41,300 (e) 2017 Chevy Silverado Pick-Up Truck VIN ending in 6444 (Valued at $31,000): Ally Financial - $43,362 The Debtor proposes to sell the Trucks to the Purchaser free and clear of liens, claims, encumbrances and interests. The Debtor submits that there is ample business justification to sell the Trucks in accordance with the Offers. The Debtor owns the Trucks, subject only to the Liens. The Trucks have no value to the estate in that they are fully liened, and thus, are only creating administrative claim obligations on behalf of the Debtor which will negatively impact general unsecured claimants. With respect to the Trucks, the Debtor asserts that the sale is permissible pursuant to Section 363 (i)(1 ), (2), (3) and (5) because the Purchaser will pay the secured creditors' claims in full; and the secured creditors' claims will be bifurcated into secured claims and unsecured claims, with the Purchaser paying the secured creditors' claims in full and any deficiency claims being treated as general unsecured claims. Finally, the Debtor is requesting a waiver of the 14-day stay pursuant to Federal Rule of Bankruptcy Procedure 6004(h). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Macauley_Contracting_28_Sales.pdf A hearing on the Motion is set for March 19, 2019 at 10:00 a.m. Macauley Contracting, LLC sought Chapter 11 protection (Bankr. D. N.J. Case No. 19-10990) on Jan. 16, 2019. The Debtor tapped Maureen P. Steady, Esq., t Kurtzman | Steady, LLC as counsel. MANUEL BABILONIA: Selling Aguada Property for $235K --------------------------------------------------- Manuel M. Babilonia-Santiago and Mirta Cortes Ramos filed with the U.S. Bankruptcy Court for the District of Puerto Rico a notice of their proposed private sale of the real property, Land Parcel number 8,283 Aguada, in the Property Registry of Aguadilla, Puerto Rico; recorded at page 214 of volume 307, to Ramon Miguel Raun-Byberg and Jennifer Irene Lindsey for $235,000. The parties have executed their purchase promise agreement on Feb. 15, 2019. Pursuant to the terms of such agreement, the sales price of the property is $235,0000, of which the Debtors have already received an advanced of $10,000 to secure the closing of the transaction. The closing is scheduled for March 20, 2019 in Moca, Puerto Rico at the office of attorney Victor Soto Hernandez who will be the acting notary of the transaction. Mr. Soto's offices are located at Road No. 110 KM 13.0, in the Pueblo Ward of Moca, Puerto Rico. The property will be sold free and clear of liens and encumbrances. The costs associated with the transaction which will be incurred by the Debtors are: $2,350 for the notary's fees and $262 for the deed's stamps. The broker's commission will be paid by the Buyer. Pursuant to the Property Registry, the property is encumbered with a mortgage in favor of the Cooperativa de Ahorro y Crédito San Rafael for an amount of $175,000, a lien in favor of the IRS for $3,531.45, and a statutory lien for state property taxes for an amount of $295 in favor of Centro de Recaudaciones de Impuestos Municipales ("CRIM"). All liens will attach to the proceeds of the sales and payment will be made accordingly, once evidence is provided of such the amount owed. Regarding San Rafael's lien, there is currently a contested matter between the such creditor and the Debtor's regarding how San Rafael is amortizing of such debt. Pursuant to a debt certification issued San Rafael, the payoff balance of such debt is $169,992. The Debtors, however, understand that the debt should be significantly less. Nevertheless, to proceed with the sale, the Debtors request that $170,000 of the sales price be consigned with the Court until the resolution of the payoff dispute. By consigning the funds, the sale can occur and San Rafael's interest in the property is safeguarded. If the Court does not grant Debtors' request for consignment, the real estate broker will serve as escrow agent. Such broker is Mr. Manuel M. Pérez, real estate broker dully licensed in Puerto Rico, license number C-6237. Such broker will retain the amount in favor the San Rafael until Debtors and San Rafael settle the dispute over the amortization of the debt. The sales transaction is in furtherance of the confirmed plan, thus, pursuant to 11 USC Section 1146(a) the sale and cancelation of liens is free from transfer stamp taxes imposed by the Property Registry to complete this transaction. The Debtors ask that the Court entertains the Motion and that the prosed sale be approved free and clear of liens and encumbrances, and that the consignment of the funds be approved. Objections, if any, must be filed no less than seven days before the date set for the proposed sale transaction. A copy of the Agreement attached to the Notice is available for free at: http://bankrupt.com/misc/MANUEL_SANTIAGO_314_Sales.pdf Manuel M. Babilonia-Santiago and Mirta Cortes Ramos manage a motel business which is incorporated and doing business as Motel Tropical Inc., a related entity that filed for relief on Feb. 11, 2016 (Bankr. D.P.R. Case No. 16-00966). There is also another related entity which filed for protection B & D Enterprises S.E. (Case No. 16-00978). Ms. Cortes presently rents out her home under the Home Away programs. In it personal capacity Mr. Babilonia also has a hostel comprising of six rooms which are rented on short term basis. Manuel M. Babilonia-Santiago and Mirta Cortes Ramos filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-01148) on Feb. 18, 2016. GARCIA-ARREGUI & FULLANA PSC is the Debtors' counsel. MATTDOG, INC.: Seeks to Hire Eugene D. Roth as Attorney ------------------------------------------------------- Mattdog, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Eugene D. Roth, as attorney to the Debtor. Mattdog, Inc. requires Eugene D. Roth to: a. advise the Debtor as to its rights and obligations as a debtor-in-possession; b. appear for the Debtor-in-Possession before the bankruptcy court; and c. assist in formulating and filing a plan of reorganization and negotiate with creditors. Eugene D. Roth will be paid at these hourly rates: Attorneys $475 Legal Assistants $95 Eugene D. Roth will be paid a retainer in the amount of $5,000. Eugene D. Roth will also be reimbursed for reasonable out-of-pocket expenses incurred. Eugene D. Roth, 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. Eugene D. Roth can be reached at: Eugene D. Roth, Esq. 2520 Highway 35, Ste. 307 Manasquan, NJ 08736 Tel: (732) 292-9288 About Mattdog, Inc. Mattdog, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-14805) on March 8, 2019. The Debtor hired Eugene D. Roth, as attorney. MATTRESS OVERSTOCK: Needs Until May 17 to File Plan, Disclosures ---------------------------------------------------------------- Mattress Overstock, Inc., Mattress Overstock of Du Page, Inc., and J. Becker Management, Inc., filed a motion to extend the time by which they must file their Chapter 11 plans and accompanying disclosure statements. Due to the complexity of the intertwined businesses and determining which stores to keep, which to close, and how best to restructure the entities in order to effectively reorganize for the benefit of creditors and stakeholders, the Debtors are unable to propose plans and disclosure statements at this time. The Debtors seek an extension of sixty days pursuant to Fed. R. Bankr. P. 9006 in order to resolve negotiations with landlords, make final determinations with regard to the restructuring, and prepare the necessary plans and disclosure statements. The Debtors seek to extend their respective deadlines to file plan and disclosure statements through and until May 17, 2019. About Mattress Overstock Inc. Mattress Overstock is a retailer of mattresses with locations in Illinois, Texas, and Arkansas. It features brands like Fashion Bed Group, Guild Craft of California, Glideaway Sleep Products, United Furniture Industries, Fairmont Designs, Lane Home Furnishings, Simmons, Southern Motion, Ashley, Uttermost, klaussner home furnishings, Howard Miller, and Leggett & Platt. Its showroom is located at 18 Crystal Lake Plaza, #18E, Crystal Lake, Illinois. Mattress Overstock, Inc., Mattress Overstock of DuPage, Inc. & J. Becker Management, Inc. filed Chapter 11 voluntary petitions (Bankr. N.D. Ill. Lead Case No. 18-32262) on November 16, 2018. The petitions were signed by James Becker, president. At the time of filing, Mattress Overstock estimated $34,796 in assets and $123,468 in liabilities; Mattress Overstock of Du Page estimated $10,000 in assets and $85,571 in liabilities; and J. Becker Management, Inc. estimated $445,737 in assets and $2,785,717 in liabilities. The cases have been assigned to Judge Carol A. Doyle The Debtors tapped Jonathan D. Golding, Esq., at The Golding Law Offices, P.C., as their legal counsel. MDVIP LLC: Moody's Completes Ratings Review ------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of MDVIP LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. MDVIP LLC's ("MDVIP") B3 Corporate Family Rating reflects its high financial leverage, and small absolute size with gross revenues expected to reach approximately $400 million per annum ($160 million net of physician payments) over the next 12-18 months. The rating is also constrained by company's high marketing costs, and singular business focus. However, Moody's views favorably MDVIP's high retention rates -- both of its affiliated physicians and subscribing members -- as well as its national footprint, with a presence in 43 US states in a very fragmented market. The rating is also supported by relatively good visibility into the company's revenue streams as a result of its subscription-based business model, as well as the company's good liquidity profile. MEYERS STERNER: May 23 Evidentiary Hearing on Plan Confirmation --------------------------------------------------------------- The Disclosure Statement explaining Meyers−Sterner Industries, Inc.'s Chapter 11 Plan of Reorganization is conditionally approved. An evidentiary hearing will be held on May 23, 2019 , at 11:00 AM in Courtroom 6A, 6th Floor, George C. Young Courthouse, 400 West Washington Street, Orlando, FL 32801 to consider and rule on the disclosure statement and any objections or modifications. Creditors and other parties in interest shall file with the clerk their written acceptances or rejections of the plan no later than seven days before the date of the Confirmation Hearing. Any party desiring to object to the disclosure statement or to confirmation shall file its objection no later than seven days before the date of the Confirmation Hearing. A full-text copy of the Disclosure Statement is available for free at https://tinyurl.com/yym5hotf from PacerMonitor.com at no charge. About Meyers-Sterner Industries Meyers-Sterner Industries, Inc., manages a real investment property located at 818 9th St. E., Glencoe, Minnesota. Meyers-Sterner Industries filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 18-08047) on Dec. 31, 2018, estimating under $1 million in both assets and liabilities. The Debtor is represented by Seldon J. Childers, Esq., at ChildersLaw LLC. MIAMI INTERNATIONAL: Trustee Hires Agentis PLLC as Co-Counsel ------------------------------------------------------------- Clifford Zucker, the Liquidating Trustee of Miami International Medical Center, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Agentis PLLC, as co-counsel to the Liquidating Trustee. The Liquidating Trustee requires Agentis PLLC to: a. work in collaboration with Porzio Bromberg to advise the Liquidating Trustee with respect to its rights, powers and duties in the bankruptcy case; b. consult with the Liquidating Trustee, other professionals retained, and the U.S. Trustee concerning the administration of the bankruptcy case; c. assist and advise the Liquidating Trustee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, prior operation of the Debtor's business; d. assist and advise the Liquidating Trustee in its analysis of, and negotiations with, any third party; e. assist and advise the Liquidating Trustee with respect to its communications with, the general creditor body regarding significant matters in the bankruptcy case; f. prepare pleadings, motions, objections and other papers as may be necessary in furtherance of the Liquidating Trustee's interest and objectives; g. analyze and advise the Liquidating Trustee of the meaning and importance of all pleadings and other documents filed with the bankruptcy court; h. represent the Liquidating Trustee in all hearings and other proceedings before the Bankruptcy Court; and i. perform all other necessary legal services for the Liquidating Trustee that are deemed to be in the interest of the Liquidating Trustee and the Liquidating Trust in accordance with those powers and duties set forth in the Plan, the Liquidating Trust Agreement and Bankruptcy Code. Agentis PLLC will be paid at these hourly rates: Attorneys $295 to $610 Paraprofessionals $125 to $220 Agentis PLLC will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Charbonneau, partner of Agentis PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Agentis PLLC can be reached at: Robert Charbonneau, Esq. AGENTIS PLLC 55 Alhambra Plaza, Suite 800 Coral Gables, FL 33134 Tel: (305) 722-2002 About Miami International Medical Center Miami International Medical Center, LLC, which does business under the name The Miami Medical Center -- http://www.miamimedicalcenter.com/-- is a 67-bed hospital located at 5959 N.W. Seventh St. Miami, Florida. The hospital temporarily suspended all health care services effective Oct. 30, 2017. Miami International Medical Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12741) on March 9, 2018. In the petition signed by Jeffrey Mason, chief administrative officer, the Debtor disclosed $21.39 million in assets and $67.27 million in liabilities. Judge Laurel M. Isicoff oversees the case. The Debtor tapped Meland Russin & Budwick, P.A. as bankruptcy counsel; the Law Offices of Karl David Acuff as special regulatory counsel; KapilaMukamal and BKD, LLP as accountants; and Bayshore Partners, LLC as investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Agentis PLLC and Porzio, Bromberg & Newman, P.C. as its legal counsel. MIAMI INTERNATIONAL: Trustee Hires FTI as Financial Advisor ----------------------------------------------------------- Clifford Zucker, the Liquidating Trustee of Miami International Medical Center, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ FTI Consulting, Inc., as financial advisors and forensic accountants to the Liquidating Trustee. The Liquidating Trustee requires FTI to: -- assist with the review of any tax issues associated with the plan of liquidation and the Liquidating Trust; -- assist in the review of the claims reconciliation and estimation process; -- assist in the Liquidating Trustee's investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor, prior operation of the Debtor's business, and any other matters relevant to the bankruptcy case; -- attend at meetings and assist in discussions and negotiations with the U.S. Trustee and other parties-in- interest in the Chapter 11 case, as requested; -- assist in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; -- assist in the prosecution of the Liquidating Trustee's motions, responses, and objections as well as attendance at depositions and provision of expert reports on case issues as required by the Liquidating Trustee; and -- render such other general business consulting or such other assistance as the Liquidating Trustee or his counsels may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in the bankruptcy proceedings. FTI will be paid at these hourly rates: Senior Managing Directors $885 to $1,195 Directors $670 to $880 Consultants $355 to $640 Paraprofessionals $145 to $275 FTI will also be reimbursed for reasonable out-of-pocket expenses incurred. Clifford A. Zucker, a partner of FTI Consulting assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. FTI can be reached at: Clifford A. Zucker FTI CONSULTING, INC. Three Times Square, 9th Floor New York, NY 10036 Tel: (212) 247-1010 About Miami International Medical Center Miami International Medical Center, LLC, which does business under the name The Miami Medical Center -- http://www.miamimedicalcenter.com/-- is a 67-bed hospital located at 5959 N.W. Seventh St. Miami, Florida. The hospital temporarily suspended all health care services effective Oct. 30, 2017. Miami International Medical Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12741) on March 9, 2018. In the petition signed by Jeffrey Mason, chief administrative officer, the Debtor disclosed $21.39 million in assets and $67.27 million in liabilities. Judge Laurel M. Isicoff oversees the case. The Debtor tapped Meland Russin & Budwick, P.A. as bankruptcy counsel; the Law Offices of Karl David Acuff as special regulatory counsel; KapilaMukamal and BKD, LLP as accountants; and Bayshore Partners, LLC as investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Agentis PLLC and Porzio, Bromberg & Newman, P.C. as its legal counsel. MIAMI INTERNATIONAL: Trustee Hires Porzio Bromberg as Co-Counsel ---------------------------------------------------------------- Clifford Zucker, the Liquidating Trustee of Miami International Medical Center, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Porzio Bromberg & Newman, P.C., as co-counsel to the Liquidating Trustee. The Liquidating Trustee requires Porzio Bromberg to: a. advise the Liquidating Trustee with respect to its rights, powers and duties in the bankruptcy case; b. consult with the Liquidating Trustee, other professionals retained, and the U.S. Trustee concerning the administration of the bankruptcy case; c. assist and advise the Liquidating Trustee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, prior operation of the Debtor's business; d. assist and advise the Liquidating Trustee in its analysis of, and negotiations with, any third party; e. assist and advise the Liquidating Trustee with respect to its communications with, the general creditor body regarding significant matters in the bankruptcy case; f. prepare pleadings, motions, objections and other papers as may be necessary in furtherance of the Liquidating Trustee's interest and objectives; g. analyze and advise the Liquidating Trustee of the meaning and importance of all pleadings and other documents filed with the bankruptcy court; h. represent the Liquidating Trustee in all hearings and other proceedings before the Bankruptcy Court; and i. perform all other necessary legal services for the Liquidating Trustee that are deemed to be in the interest of the Liquidating Trustee and the Liquidating Trust in accordance with those powers and duties set forth in the Plan, the Liquidating Trust Agreement and Bankruptcy Code. Porzio Bromberg will be paid at these hourly rates: Attorneys $355 to $850 Paraprofessionals $185 to $250 Porzio Bromberg will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert M. Schechter, a partner at Porzio Bromberg & Newman, 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. Porzio Bromberg can be reached at: Robert M. Schechter, Esq. PORZIO BROMBERG & NEWMAN, P.C. 100 Southgate Parkway Morristown, NJ 07962-1997 Tel: (973) 538-4006 About Miami Int'l Medical Center Miami International Medical Center, LLC, which does business under the name The Miami Medical Center -- http://www.miamimedicalcenter.com/-- is a 67-bed hospital located at 5959 N.W. Seventh St. Miami, Florida. The hospital temporarily suspended all health care services effective Oct. 30, 2017. Miami International Medical Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12741) on March 9, 2018. In the petition signed by Jeffrey Mason, chief administrative officer, the Debtor disclosed $21.39 million in assets and $67.27 million in liabilities. Judge Laurel M. Isicoff oversees the case. The Debtor tapped Meland Russin & Budwick, P.A., as bankruptcy counsel; the Law Offices of Karl David Acuff as special regulatory counsel; KapilaMukamal and BKD, LLP as accountants; and Bayshore Partners, LLC as investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Agentis PLLC and Porzio, Bromberg & Newman, P.C. as its legal counsel. MUNCHERY INC: U.S. Trustee Forms 3-Member Committee --------------------------------------------------- The U.S. Trustee for Region 17 on March 21 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Munchery Inc. The committee members are: (1) PayPal, Inc. dba Braintree Attn: Joseph DiLuia 222 W. Merchandise Mart Plaza, Suite 800 Chicago, IL 6054 Represented by: Mikel R. Bistrow Christopher Celentino Dinsmore & Shohl LLP 655 West Broadway, #800 San Diego, CA 92101 Email: mikel.bistrow@dinsmore.com Email: Christopher.celentino@dinsmore.com (2) Performance Food Group, Inc. Attn: Brad Boe 188 Inverness Drive West, Suite 700 Englewood, CO 80112 Email: brad.boe@pfgc.com (3) Joshua James Eaton Philips Represented by: Rene S. Roupinian Jack A. Raisner Outten & Golden LLP 685 Third Avenue, 25th Floor New York, NY 10017 Email: rsr@outtengolden.com Email: jar@outtengolden.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Munchery Munchery, Inc. d/b/a Munchery -- http://www.munchery.com/-- is a food delivery startup offering "fresh, local, and delicious" meals to its customers across the country. On Jan. 21, 2019 Munchery ceased business operations and all its employees were terminated. Munchery filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 19-30232) on Feb. 28, 2019. The petition was signed by James Beriker, president and CEO. The case is assigned to Judge Hannah L. Blumenstiel. At the time of filing, Munchery estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Munchery tapped Finestone Hayes LLP as its bankruptcy counsel; Armanino LLP as its financial consultant; and Omni Management Group as its noticing agent. MURPHY OIL: Moody's Affirms Ba2 CFR & Alters Outlook to Stable -------------------------------------------------------------- Moody's Investors Service affirmed Murphy Oil Corporation's (Murphy) Ba2 Corporate Family Rating (CFR), its Ba2-PD probability of default rating (PDR) and Ba2 rating of its senior unsecured notes rating. The company's Speculative Grade Liquidity (SGL) Rating was affirmed at SGL-1. The outlook was changed to stable from positive. The rating action follows the announcement by Murphy that it has reached an agreement to sell its operations in Malaysia for $2.2 billion in cash to PTT Exploration & Production Public Co. Ltd. (PTTEP, rated Baa1 stable) and will use the proceeds to fund $500 million share repurchases and reduce debt by $750 million, as well as to fund future growth. The company expects to close the transaction in 2Q 2019. "The divestment of the large maturing asset brings forward substantial cash proceeds that Murphy requires to fund the development of its assets in North America, previously funded through reinvestment of FCF generated in Malaysia", commented Elena Nadtotchi, Vice President Senior Credit Officer at Moody's. "The Ba2 rating assumes that Murphy will use half of the proceeds to invest in growth, both organically and through acquisitions, and will increase its scale over the next several years, while keeping solid leverage profile". Outlook Actions: Issuer: Murphy Oil Corporation Outlook, Changed To Stable From Positive Affirmations: Issuer: Murphy Oil Corporation Probability of Default Rating, Affirmed Ba2-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 Corporate Family Rating, Affirmed Ba2 Senior Unsecured Notes, Affirmed Ba2 (LGD4) RATINGS RATIONALE The change of the rating outlook to stable from positive reflects the reduced scale and lower operating cash flow and free cash flow generation, following the sale of the Malaysian assets. The stable outlook is supported by the projected sizable cash balances boosted by the divestment proceeds, that will underpin very good liquidity position of the company and help fund growth projects amid negative FCF in 2019 and 2020. Murphy's Ba2 CFR is based on the expectation that proposed $750 million reduction in debt will allow the company to maintain a solid leverage profile, with RCF/debt projected at around 35% and debt/production at around $19,000/boe in 2019, compared to 31% and $22,000/bbl achieved at the end of 2018. Compared to Moody's prior 2019 expectations, the divestment will reduce Murphy's average 2019 production by about 25% to 160 kboed and cut operating cash flow by about 35%, notwithstanding additional contribution from the joint venture with Petrobras America Inc. (PAI) in the Gulf of Mexico, acquired at the end of 2018. Taking into account stronger cash margins generated in Malaysia, Moody's now expects the company to generate cash margins of about $23/boe, down from $30/boe in 2018 and LFCR of 1.6x down from 2.6x in 2018. Moody's also expects the company to generate $200-$300 million in negative FCF in 2019 after $1.15 - $1.35 billion capex and sustained flat dividend. By comparison, Moody's was expecting Murphy to generate substantial free cash flow in 2019 with RCF/debt trending to 45% and a LFCR above 2x, when Murphy was upgraded to Ba2 and the positive outlook was maintained in December 2018. As an exploration driven business, Murphy has many opportunities to reinvest capital and retain its dual focus on unconventional and offshore oil generation. The company will need to demonstrate that it is able to balance shareholder demands, regain its scale and keep solid credit profile. Murphy's Ba2 ratings could be upgraded if the company demonstrates consistent production growth funded within its cash flow, while sustaining solid leverage profile with RCF/Debt above 40% and a leveraged full-cycle ratio (LFCR) of at least 2x. Murphy's ratings could be downgraded if retained cash flow to debt falls towards 25% or the LFCR falls below 1.5x or the company generates sustained negative FCF beyond 2020. Murphy's SGL-1 Speculative Grade Liquidity Rating reflects its very good liquidity through 2019. The liquidity position is supported by sizable cash balances that stood at $387 million and $1.6 billion unsecured revolving credit facility with outstandng borrowings of $325 million and $25 million in letters of credit issued as of end of 2018. The company expects to close the transaction in Q2 2019 and use cash proceeds to boost its cash balances and repay amounts outstanding under the bank facility. The revolving credit facility matures in 2023. Moody's expects the company to remain well in compliance with its financial covenants of EBITDAX/Interest coverage no less than 2.5x and debt/EBITDAX of less than 4.0x. Murphy's next maturity is $500 million and $600 million of senior notes maturing in 2022. Murphy's senior unsecured notes are rated Ba2, at the CFR rating level. Moody's notes that the company's revolving facility benefits from upstream guarantees from the operating companies, that make the senior notes structurally subordinated to the claims under the facility. Moody's does not expect Murphy to actively use the facility. In addition, the company's asset coverage of debt will remain strong. Accordingly, Moody's believes that the Ba2 rating is more appropriate for the notes than the rating suggested by the Moody's Loss Given Default Methodology. A more active use of the facility than expected could result in the downgrade of the notes. Murphy Oil Corporation is an independent E&P company with producing and/or exploration activities in the US and Canada, as well as Mexico, Brunei, Australia, Brazil and Vietnam. As of December 31, 2018, Murphy had 846 MMboe of proved reserves and its production averaged 170 Kboed (before factoring acquisition of producing assets in the Gulf of Mexico in December 2018). MURRAY ENERGY: S&P Lowers ICR on Open Market Repurchases Below Par ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on U.S.-based coal producer Murray Energy Corp. to 'SD' from 'CCC+'. At the same time, S&P lowered the issue-level ratings on the company's $294.7 million outstanding second-lien notes due 2021 and $490.7 million outstanding 1.5-lien senior notes due 2024 to 'D' from 'CCC-'. S&P affirmed its 'CCC+' rating on the $1.585 billion B-2 and $159 million B-3 first-lien term loans due 2022, with the '3' recovery rating unchanged. "The downgrade reflects our view that deeply discounted open market debt repurchases by distressed issuers to be tantamount to default. Murray Energy Corp. has purchased a total of $47.95 million of debt principal at an average 40% discount to par since the third quarter of 2018. The issue-level ratings subject to the buyback could remain at 'D' until the restructuring is complete," S&P said. MYSTERY ROOM: Seeks to Extend Exclusive Filing Period by 75 Days ---------------------------------------------------------------- Mystery Room, LLC asked the U.S. Bankruptcy Court for the Northern District of Georgia to extend by 75 days the exclusive period for filing its Chapter 11 reorganization plan and for obtaining confirmation of the plan. Since its bankruptcy filing, Mystery Room has rejected or renegotiated many of its leases to increase profit and reduce expenses. On March 20, the court extended the deadline for the company to either accept or reject its real property leases until May 17. Mystery Room said the terms of its leases would directly impact net cash flow available for use in making distributions to creditors pursuant to its anticipated reorganization plan, and that knowledge of the specific terms of those leases would help finalize the plan and provide information on future operations, projected net income, and feasibility of creditor payments. About Mystery Room LLC Mystery Room, LLC is the creator of the Mystery Room, a strategy-based room escape game. Mystery Room is an interactive, immersive problem-solving or mystery attraction wherein participants are locked in a room and have 45 minutes to complete a puzzle or escape. It can be found in 48 malls across the United States. Mystery Room sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-69404) on November 16, 2018. In the petition signed by John Reichel Jr., manager, the Debtor disclosed $424,861 in assets and $1,635,174 in liabilities. The case has been assigned to Judge Wendy L. Hagenau. The Debtor tapped Robl Law Group, LLC as its legal counsel. The U.S. trustee for Region 21 appointed an official committee of unsecured creditors on Feb. 21, 2019. NATIVE SPIRIT: Latest Plan to be Funded from Operating Revenues --------------------------------------------------------------- Native Spirits Limited, LLC, filed a disclosure statement in support of its first amended plan reorganization dated March 15, 2019. The Plan is designed to effect a reorganization of Debtor's business operations and a restructuring of Debtor's obligations to its Creditors. Class 3 under the plan consists of all Allowed General Unsecured Claims. Each holder of an Allowed Unsecured Claim receives, in full and final satisfaction of its Allowed Unsecured Claim in a single payment made on the earlier of five years after the Effective Date or upon the sale of Reorganized Debtor, plus interest at the Plan Interest Rate from the Effective Date. Reorganized Debtor may prepay in full or in part any remaining balance of any Allowed Unsecured Claim at any time on or after the Effective Date without affecting the timing of payments on account of any other Allowed General Unsecured Claim. Cash payments on and after the Effective Date on account of Allowed Administrative Claims, Allowed Priority Tax Claims and Allowed Priority Claims, the other payments required under the Plan will be made from Reorganized Debtor's Cash, which includes operating revenues on hand and, to the extent permitted, the New Equity Contribution paid to Reorganized Debtor no later than the Effective Date. The Reorganized Debtor's post-confirmation operations will be funded through the New Equity Contribution, as well as operating revenues. In exchange for the New Equity Contribution, which is estimated to be $5,000,000.00 and may be subject to reasonable restrictions and limitations, the New Equity Holder will receive a New Equity Interest NS Corp. of approximately 40%. Debtor anticipates that the New Equity Interest will be provided in accordance with terms substantially similar to those set forth in the Stock Purchase Agreement. A copy of the Disclosure Statement dated March 15, 2019 is available at http://tinyurl.com/y3ywaphpfrom Pacermonitor.com at no charge. A copy of the First Amended Plan dated March 15, 2019 is available at http://tinyurl.com/y29a92pofrom Pacermonitor.com at no charge. About Native Spirit Limited Native Spirit Limited, LLC dba Vektor Vodka, LLC -- http://vektorvodka.com-- is a privately held company in Phoenix, Arizona in the distilled spirits business. Vektor Vodka is distilled seven times from Russian winter wheat, using artesian spring water from local aquifers. Native Spirit Limited filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 18-11154) on Sept. 13, 2018. In the petition signed by CEO Mark S. Williams, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Brenda K. Martin. The Debtor is represented by Bryan A. Albue, Esq., at Sherman & Howard LLC. NAVIENT CORP: Fitch Affirms 'BB' LT IDR, Outlook Negative --------------------------------------------------------- Fitch Ratings has affirmed Navient Corporation's Long-Term Issuer Default Rating (IDR) and senior unsecured debt rating at 'BB' and Short-Term IDR at 'B'. The Rating Outlook has been revised to Negative from Stable. KEY RATING DRIVERS - IDRs AND SENIOR DEBT The Negative Outlook reflects the expected changes to the composition of Navient's balance sheet and risk profile over the outlook horizon as Federal Family Education Loan Program (FFELP) loans continue to run-off and private education loans grow as a percentage of the portfolio from both refinance and in-school loan originations, which could alter the credit risk, leverage and funding mix of the company. Specifically, Navient plans to maintain a 5% tangible equity ratio on its private education refinance loans, which, despite their strong credit profile, is deemed a relatively high amount of leverage when compared with peers. Lastly, the Negative Outlook reflects Navient's declining proportion of unsecured funding, and the resultant reduction in financial flexibility, as the company increasingly utilizes lower cost-secured funding. The Negative Outlook also reflects Fitch's concerns regarding the emergence of activist investor Canyon Capital (Canyon), which owns approximately 10% of Navient shares, and has recently proposed a minority slate of directors, which could result in a formal proxy contest later this year. Canyon has also publicly expressed a view that runs counter to management's strategic direction with respect to its growth businesses. In addition to being a potential distraction for management, Fitch is concerned that, were Canyon to gain Board seats, it may also seek to accelerate shareholder distributions. On Jan. 18, 2017, after conducting a review of the servicing practices of student loans that included an investigation of Navient over the prior three years, the Consumer Financial Protection Bureau (CFPB) announced a lawsuit (enforcement action) against Navient. The CFPB seeks injunctive relief, restitution to borrowers, refunds, damages and civil money penalties. The state attorneys general in California, Illinois, Mississippi, Washington and Pennsylvania also filed lawsuits against Navient. Fitch believes the enforcement action against Navient creates an additional layer of uncertainty, including not only the potential monetary restitution to borrowers and fines, but the potential reputational risk an adverse judgement could have on current and future client relationships, particularly government contracts. Although the outcome is uncertain, Fitch believes a resolution of the CFPB litigation is more likely to occur over the Outlook horizon. The rating affirmation reflects Navient's scale position as one of the largest non-government owners and servicers of student loan assets, a demonstrated track record (including as part of its predecessor organization) in the student loan servicing/collection space, the low credit risk and predictable cash flow nature of its FFELP loan assets, adequate liquidity and seasoned management team. Rating constraints include Navient's concentrated business model, reliance on wholesale funding sources, high level of asset encumbrance, long-term strategic uncertainty related to its growth initiatives, and heightened regulatory, legislative and litigation risk. Navient's $94.5 billion (net) loan portfolio at Dec. 31, 2018 consisted of $72.3 billion of FFELP loans, and $22.2 billion of private education loans. While Navient has supplemented the run-off portfolio with a number of portfolio acquisitions, the loan portfolio has been declining since the company's split with SLM Corporation (Sallie Mae) in 2014, falling roughly 30% since that time. In November 2017, Navient acquired Earnest, an online lending platform focused on the student loan refinancing segment. The company originated $2.8 billion of refinance loans in 2018 and is projecting over $3 billion in originations in 2019. The company will also begin originating private education loans through the school channel this year now that its non-compete agreement with Sallie Mae has expired, although it is projecting a relatively modest $150 million in originations for calendar year 2019 ($300 million for the academic year). While these new loan originations will slow the pace of run-off of the legacy portfolio, the loans will require additional capital and liquidity. The typical refinance loans originated by Navient are made to seasoned borrowers that have been in the workforce for several years, have six figure incomes, and an average FICO score in the mid-to-high 700's. Navient's life of loan loss expectations for these loans are 1.5%, compared with 6% for in-school private education loan originations. However, the average balance of refinance loans are considerably larger, at over $70,000 on average, and the average life is shorter, which adds to concerns of higher loss severity during a downturn in the credit cycle. Further, the profit margins on refinance loans are relatively thin, which provides less loss absorbtion cushion during periods of economic stress. Navient's "core" earnings and profitability, which primarily adjusts GAAP results for mark-to-market gains/losses on derivatives and goodwill/intangible asset amortization, have steadily declined since its split with Sallie Mae, driven primarily by its declining loan portfolio. The pace of core earnings decline moderated in 2018, down 10% versus 2017, aided by stronger credit performance and a relatively stable net interest margin. Navient is seeking to offset earnings pressure through improvements in operating cost efficiencies. To this end, the company entered into an outsourcing contract with First Data Corporation (First Data) in May 2018, which will enable it to convert a large portion of its fixed servicing costs to variable costs. Fitch views the partnership with First Data favorably as it should enable Navient to better match the variability of its revenue and reduce fixed overhead costs over time, creating greater cash flow stability. Net interest income on the FFELP and private education loan portfolios continues to account for the vast majority of earnings, but Navient has made progress growing the contribution from its Business Processing segment in recent years, which includes its non-education government processing and healthcare collection businesses. This segment grew revenue 26% in 2018, and its EBITDA margin expanded to 17% from 13%. Still, the company indicated that certain processing contracts were not renewed in 2018, which could cause revenue growth to moderate over the near-term. Fitch views the increased revenue diversification from Business Processing favorably, but the pre-tax earnings contribution remains relatively small, at less than 6% of core pre-tax earnings in 2018. Navient's servicing contract with the U.S. Department of Education (ED) is scheduled to expire in June 2019. In 2018, ED launched a new RFP intended to centralize student loan servicing on a single platform for which the company and its partners submitted a comprehensive bid in April 2018. However, in October 2018, various entities protested the procurement and in January 2019, ED cancelled components of the RFP and simultaneously issued new solicitations. While there is a possibility that ED could extend the current contract for some period of time, it is uncertain whether Navient will be selected by ED for the new servicing contract. If Navient were to win some portion of the ED contract and further enhance its cash flow, it would be viewed favorably by Fitch, although the termination of the existing contract would likely not result in negative ratings action given the relatively small contribution of the legacy contract to Navient's revenue and cash flow ($148 million of revenue in 2018). Navient has continued to make progress strengthening its liquidity position over the past couple of years, which has enabled it to address elevated unsecured debt maturities in 2018 and 2019. Navient issued just $500 million of unsecured debt in 2018, but redeemed $1.3 billion of 2018 maturities and repurchased $1.5 billion of 2019 maturities, thus reducing total unsecured debt to $11.5 billion at YE18. To the extent the company uses operating cash flows rather than secured financings to further pay down unsecured debt, Fitch would view this favorably. Fitch believes Navient's available liquidity and operating cash flows will be sufficient to service unsecured debt maturities of $817 million in 2019 and $2.1 billion in 2020. Navient had $1.3 billion in unrestricted cash at Dec. 31, 2018 and projected cash flows (before operating expenses, taxes, and shareholder distributions) from its FFELP and private education loans of $3 billion and $3.3 billion in 2019 and 2020, respectively. Further, Navient can potentially generate incremental cash flows to repay these maturities by financing additional overcollateralization (OC) from its student loan ABS trusts ($3.2 billion generated to date), securitizing unencumbered loans, issuing additional unsecured notes and/or reducing shareholder distributions. The percentage of Navient's funding coming from unsecured debt declined to 11.6% at Dec. 31, 2018 versus 12.7% a year ago. While the firm's reliance on secured funding has always been higher-than-peer, a continued increase in the encumbrance of its balance sheet could negatively affect financial flexibility, which Fitch would view unfavorably. The company announced in September 2018 that its Board had authorized an additional $500 million share repurchase program. The company repurchased $125 million shares in fourth-quarter 2018 and had $440 million remaining on the current authorization at Dec. 31, 2018. When common dividends are factored in, Fitch expects shareholder distributions to exceed core earnins in 2019. Although Fitch views elevated shareholder distributions with caution, Navient's reduction in the level of share repurchases over the past few years is viewed favorably, as was its willingness to suspend its share repurchase program in order to rebuild capital levels in 2017 following the announced acquisition of Earnest. Outsized share distributions that impair the firm's liquidity or capitalization would lead to negative rating action. Fitch has historically considered capitalization and leverage to be a low influence factor for Navient's ratings because of its high proportion of FFELP loans, which carry an explicit federal government guarantee against credit losses. However, with the loan mix expected to shift toward private education loans over time now that the company has resumed private education loan origination activity, capitalization and leverage is now viewed as having a moderate influence on Navient's overall ratings. Excluding debt associated with FFELP assets, against which Navient holds 50 basis points of capital because of the federal guarantee, Fitch estimates Navient's debt to tangible equity on its remaining businesses to be 9.4x at Dec. 31, 2018 compared with 10.9x at Dec. 31, 2017. Fitch views such a level of leverage as high relative to the risk profile of personal education loans, and falls within the 'b' rating category in Fitch's quantitative benchmark for finance and leasing companies. However, the higher level of leverage is mitigated to some extent by a highly seasoned portfolio, a substantial portion of which are categorized as troubled debt restructurings that carry life of loan loss reserves. Still, Fitch believes leverage could trend higher over the outlook horizon depending on the relative growth and capitalization of the company's private education loan businesses. The senior unsecured debt rating is equalized with Navient's IDR. The equalization reflects average recovery prospects under a stress scenario given the availability of unencumbered assets. RATING SENSITIVITIES - IDRs AND SENIOR DEBT Navient's ratings could also be downgraded if the company does not maintain sufficient capital to support growth in its private education loan portfolio and/or there is a sustained increase in secured funding as a percentage of Navient's overall funding mix. Negative ratings momentum could also occur from management's inability to execute on strategic initiatives that can produce sustainable earnings over time, an increase in shareholder distributions that are sustained at a level above Navient's core earnings, an inability to access the capital markets on economic terms, significant deterioration in credit performance, and/or an adverse outcome in the pending CFPB/state attorneys general legal actions against the company that significantly impairs its market position, liquidity and/or future profitability. The Outlook could be revised to Stable if the company maintains capitalization and leverage near current levels on a risk-adjusted basis and maintains sufficient levels of unencumbered loans relative to its unsecured debt. Fitch believes positive rating momentum is limited in the near term. However, meaningful improvements in core fee-business growth and operating performance, a demonstrated ability to successfully grow new businesses that enhance Navient's earnings capacity, and a moderation in shareholder distributions could support positive ratings momentum longer term. The senior unsecured debt ratings are primarily sensitive to changes in the Long-Term IDR of Navient and the availability of unencumbered assets. Fitch has affirmed the following ratings: -- Long-Term IDR at 'BB'; -- Short-Term IDR at 'B'; -- Senior unsecured debt at 'BB'. The Rating Outlook has been revised to Negative from Stable. NVA HOLDINGS: Moody's Completes Ratings Review ---------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of NVA Holdings, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. NVA Holdings, Inc.'s ("NVA") B3 Corporate Family Rating reflects its high leverage due to its aggressive debt funded acquisition-focused growth strategy. Further, the rating is constrained from the integration and execution risk associated with this rapid growth strategy. NVA benefits from its geographic diversity and its solid track record of integrating acquired veterinary hospitals, evidenced by its ability to consistently grow same-store sales while maintaining strong operating margins. OCULAR THERAPEUTIX: Incurs $60.0-Mil. Net Loss at Year-End 2018 --------------------------------------------------------------- Ocular Therapeutix, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $59,978,000 on $1,990,000 of total revenue for the year ended Dec. 31, 2018, compared to a net loss of $63,386,000 on $1,923,000 of total revenue for the year ended in 2017. The audit report of PricewaterhouseCoopers LLP states that the Company has incurred losses and negative cash flows from operations since its inception, which raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $73,043,000, total liabilities of $37,168,000, and a total stockholders' equity of $35,875,000. A copy of the Form 10-K is available at: https://bit.ly/2FhL8aV Ocular Therapeutix, Inc., a biopharmaceutical company, focuses on the formulation, development, and commercialization of therapies for diseases and conditions of the eye using its bioresorbable hydrogel platform technology. The company was founded in 2006 and is headquartered in Bedford, Massachusetts. OMNI AI: Unsecureds to Get Prorata Share of $50,000 Under Plan -------------------------------------------------------------- Intellective AI, Inc., files a Plan of Reorganization and accompanying Disclosure Statement. Class 5 are impaired shall consist of Allowed General Unsecured Claims against the Debtor that were generated in the ordinary course of the Debtor's prepetition operations on account of the provision of goods or services to the Debtor. The holders of General Unsecured Claims will receive a pro-rata share of $50,000 in full satisfaction of their Allowed Claim. Class 6 are impaired shall consist of all remaining Allowed General Unsecured Claims. The holders of Allowed General Unsecured Claims will receive a pro-rata share of any recovery of any Avoidance Action which Debtor may be able to assert as of the Confirmation Date, by and through Intellective AI as the Section 1123(b)(3(B) successor to the Debtor. Intellective AI shall retain all rights and control over decisions to litigate to conclusion or to settle and resolve any such Avoidance Action. Class 2 are impaired and shall consist of the holders of Allowed Secured Claims of the Pepperwood/Omni Secured Lenders are impaired. Each holder of an Allowed Secured Claim Pepperwood/Omni Secured Lenders will have their pre-petition claim paid a pro-rata share from Distributable Funds until 40% of the amount of each Allowed Pepperwood/Omni Secured Claim, without interest, is paid. Additionally, each holder of an Allowed Pepperwood/Omni Secured Claim shall have the option to acquire a proportionate amount of (20%) of the Interests Post Confirmation on the Plan Closing Date in exchange for a cumulative $500,000 in cash. Class 4 are impaired and shall consist of any party holding FF&E of the Debtor in storage and thus holding warehouseman's liens under otherwise applicable state law. The holder will receive the eight five per cent (85%) of the amount of their unpaid prepetition warehouseman's lien claim, in cash, on the Plan Closing Date. The unpaid balance of such pre-petition storage claim shall be a Class 5 Allowed General Unsecured Claim (Trade). Class 7 are impaired and shall consist of the holder of the Giant Gray Claim. The holder of the Giant Gray Claim shall, in full satisfaction of the Giant Gray Claim, as against the Debtor or any party to whom the Debtor is required or may indemnify under Chapter 8 of the Texas Business Organizations Code, receive: (a) $100,000 in cash on the Plan Closing Date; and (b) the Participation Dividend. In addition, any claims that may exist on behalf of the Debtor, as referenced in the Debtor's Schedules as against Giant Gray, will be waived, but only if the Giant Gray Trustee designates acceptance of the offered treatment on its ballot. The Plan sells substantially all of the Debtor's assets to Intellective AI, free and clear of all liens claims and encumbrances, and by the confirmation of the Plan, such sale is also free of any claims of any parties in interest on account of the discharge granted in exchange for Intellective AI: (a) funding the Plan treatments which have a specific cash distribution component, including various Allowed Administrative Expenses; (b) agreeing to alternate payment of the Administrative Expenses; (c) offering a portion of its equity securities to holders of Allowed Pepperwood/Omni Secured Lenders claims as noted in the Plan; and (d) providing for the stated means to seek to monetize the Patent Portfolio in the market place. A full-text copy of the Disclosure Statement dated March 18, 2019, is available at http://tinyurl.com/y5lty3lyfrom PacerMonitor.com at no charge. About Omni AI Inc. Omni AI, Inc., creates an unsupervised AI self-learning engine with deep learning capabilities. It is an artificial cognitive neurolinguistics software that provides enhanced safety, security, and operational efficiency to businesses and government agencies across complex physical environments -- from sprawling corporate campuses and remote oil and gas operations, to ports and public transportation systems, and global enterprise networks of data. Omni AI sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-33742) on July 3, 2018. In the petition signed by Larry Hannah, director, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge David R. Jones presides over the case. PACIFIC BLUE ENERGY: Accumulated Deficit Casts Going Concern Doubt ------------------------------------------------------------------ Pacific Blue Energy Corp. had a net loss of $799,528 on $0 of Revenues for the three months ended Sep. 30, 2011, compared to a Net Loss of $788,105 on $0 of Revenues for the same period in 2010, according to the Company's latest Form 10-Q filed with the U.S. Securities and Exchange Commission on March 5, 2019. For the nine months ended Sep. 30, 2011, the Company had a Net Loss of $1,270,615 on $0 of Revenues, compared to a Net Loss of $1,126,500 on $0 of Revenues for the same period in 2010. At Sep. 30, 2011 the Company had total assets of $0, total liabilities of $0, and $0 in total stockholders' equity. Carmen J. Carbona, the Company's president and principal executive officer, states, "The Company has generated no revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of September 30, 2011, the Company had no revenues and an accumulated deficit of $3,385,768. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company's ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements." A copy of the Form 10-Q is available at: https://bit.ly/2WaUnk2 Pacific Blue Energy Corp., a development stage company, focuses on developing renewable energy projects through solar and wind resources in the United Sates. The Company was formerly known as Descanso Agency, Inc. and changed its name to Pacific Blue Energy Corp. in October 2009 to reflect its business as an independent alternative energy company. Pacific Blue Energy Corp. was founded in 2007 and is based in Flagstaff, Arizona. PACKAGING COORDINATORS: Moody's Completes Ratings Review -------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Packaging Coordinators Midco, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Packaging Coordinator Midco, Inc.'s B3 CFR broadly reflects its high leverage, modest size, the risk of revenue losses due to patent expiration or customer in-sourcing, and event and financial policy risk related to private equity ownership. However, the rating is supported by the company's leading industry position, its relatively well diversified blue chip customer base, and favorable industry fundamentals. PALM DRIVE: May 29 Confirmation Hearing on Plan of Adjustment ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California issued an order (1) conditionally approving the disclosure statement for the amended Palm Drive Plan for Adjustment of Debts dated March 15, 2019, and scheduled the hearing to consider confirmation of the Plan for May 29, 2019 at 11:00 AM. Ballots are due by May 15. The last day to object to confirmation is also May 15. The Plan provides treatment for debts owed to seven classes of creditors. Three of these classes are claims of holders of secured bonds: Series 2000 General Obligation Bonds1 (Class 1), Series 2005 Parcel Tax Revenue Bonds (Class 2), and Series 2010 Certificates of Participation (Class 3). The Series 2000 GO Bonds must be paid according to their pre-bankruptcy terms, from the ad valorem property tax funds that are raised annually to retire them and not available for any other purpose. The principal and interest on the Series 2005 Revenue Bonds will be paid in full from parcel tax revenues. The Series 2010 Certificates of Participation will be paid in full from parcel tax revenues. Former employees of Palm Drive (Class 4) will receive a 74.4% distribution on Allowed Claims greater than $10,000 in amount, in payments completed over the first four Palm Drive fiscal years following confirmation of the Plan.2 (This period runs from July 1, 2019, to June 30, 2023.) Claims of former employees that are $10,000 or less fall into Class 6, and receive the treatment provided for that class. Former employees with claims greater than $10,000 will have the option to be treated in Class 6 (by electing to reducing his or her claim to $10,000), in order to receive a quicker (but lesser) distribution. General unsecured claims of $250,000 or less (Class 5A) will receive a 60% distribution on Allowed Claims, in installments, with the first two installments paid in the first year following confirmation of the Plan and the subsequent three installments in the second, third, and fourth Palm Drive fiscal years following confirmation of the Plan. General unsecured claims over $250,000 (Class 5B) will receive an 80% distribution on Allowed Claims, in ten annual payments after confirmation of the Plan, with the first installment paid within 90 days of the Effective Date of the Plan, the second installment paid not later than Jan. 31, 2020, and the subsequent nine installments paid in the Palm Drive fiscal years following the fiscal year of the first installment. A convenience class of smaller claims ($10,000 or less per claim) (Class 6) will receive a 60% distribution on Allowed Claims, in one payment within 90 days after the Effective Date of the Plan. The Plan relies on the assured source of funding provided by the District's parcel tax, which provides gross revenues of approximately $3.6 million annually. The District has also set aside funds dedicated to the implementation of the Plan (including funds held by the County collected from the Detachers as their proportional share of bankruptcy debts), to augment the regular parcel tax income that will be received in 2019, to assist in meeting the Plan obligations in the first fiscal year of the Plan. A copy of the Disclosure Statement is available at http://tinyurl.com/y5oajs9zfrom Pacermonitor.com at no charge. About Palm Drive Health Care District Palm Drive Health Care District, owner and operator of the Palm Drive Hospital, in Sebastopol, California, filed a petition under Chapter 9 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 14-10510) amid a "sustained reduction in patient volume and revenue." In its Chapter 9 petition filed April 7, 2014, in Santa Rosa, California, the Debtor estimated $10 million to $50 million in assets and liabilities. The Debtor is represented by Michael A. Sweet, Esq., at Fox Rothschild LLP, as counsel. The Official Committee of Unsecured Creditors retained Pachulski Stang Ziehl & Jones & LLP as its counsel. PENGROWTH ENERGY: KPMG LLP Raises Going Concern Doubt ----------------------------------------------------- Pengrowth Energy Corporation filed with the U.S. Securities and Exchange Commission its report on Form 40-F, disclosing a net loss and comprehensive loss of CAD559 million on CAD508 million of revenues for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of CAD684 million on CAD628 million of revenues for the year ended in 2017. The audit report of KPMG LLP states that the Company has significant uncertainties relating to its ability to meet its financial obligations on scheduled debt maturities and comply with certain debt covenants that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of CAD1,344 million, total liabilities of CAD1,092 million, and a total shareholders' equity of CAD252 million. A copy of the Form 40-F is available at: https://bit.ly/2Cq1TQH Pengrowth Energy Corporation (TSX:PGF) (NYSE:PGH) is a Canadian intermediate energy company focused on the sustainable development and production of oil and natural gas in Western Canada. The Company is headquartered in Calgary, Alberta, Canada and has been operating in the Western basin for over 28 years. PHOEBEN INC: Dothan Buying Substantially All Assets for $1.9M ------------------------------------------------------------- Phoeben, Inc., doing business as Armenta, asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the bidding procedures in connection with the sale of substantially all assets to Dothan Jewelry Partners GP, LLC, for (i) a cash in the amount of $1,902,000 and (ii) the Buyer's assumption of the Assumed Liabilities, subject to overbid. Objections, if any, must be filed within 21 days of the date the Motion was served. The Debtor has determined, in the exercise of its business judgment, that the best way to maximize the value of substantially all of its assets is to sell those assets through the Sale pursuant to Section 363 of the Bankruptcy Code. To this end, the Debtor has executed the Asset Purchase Agreement, dated Feb. 26, 2019, with the Buyer to provide for the sale of the Purchased Assets to the Buyer, subject to higher or otherwise better bids, for, among other things, (i) a cash in the amount of $1,902,000 and (ii) the Buyer's assumption of the Assumed Liabilities as set forth in the APA. As part of the Sale, the relevant buyer(s) will assume certain executory contracts and/or unexpired leases relating to the Assets. The salient terms of the APA are: a. Purchase Price: The aggregate consideration for the purchase, sale, assignment, and conveyance of the Purchased Assets consists of: (i) cash in an amount equal to $1,902,000; and (ii) the assumption by the Buyer or a buyer designee, as applicable, of the Assumed Liabilities from the Seller. b. Purchased Assets: Substantially all assets c. Assumed Liabilities: Section 1.3 of the APA provides that the Buyer will assume and perform and discharge in accordance with its respective terms, among others, the following Liabilities: (1) all liabilities and obligations in respect of the Assigned Contracts, but only to the extent that such liabilities and obligations are required to be performed after the Closing, were incurred in the ordinary course of business and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller on or prior to the Closing; and (2) those Liabilities of Seller set forth on Schedule 3 of the APA. d. Expense Reimbursement: Pursuant to Section 7.3 of the APA, the Seller will promptly pay, in cash, the legal fees and expenses incurred by the Buyer with regard to the APA and any financing authorized if the Assets are sold to a Successful Bidder, other than the Buyer. e. Closing Conditions: In addition to customary closing conditions, including Court approval and certain regulatory matters, the obligation of the Buyer to consummate the transactions contemplated by the APA is subject to the satisfaction of, among others, the conditions identified at Section 2.2 of the APA. The Sale of the Purchased Assets is intended to relieve the estate of substantial obligations relating to such assets, reduce the estate’s liabilities through the assumption and assignment of the relevant executory contracts and/or unexpired leases, and avoid the further deterioration in the value of the Purchased Assets. The Debtor has been and will continue exposing the Assets to competitive bidding through a marketing and auction process pursuant to the Bidding Procedures. If no timely, conforming Qualified Bids, other than the Qualified Bid submitted by the Buyer, for the Purchased Assets are received, there will be no Auction for such Purchased Assets, and the Buyer will be the Successful Bidder for the Purchased Assets. With respect to bids for any Assets (other than as expressly set forth in the Bidding Procedures with respect to the minimum bid amounts for the Assets), the Debtor will determine whether any bid is a Qualified Bid and will conduct an Auction with respect to such bids for the Assets as Debtor deems appropriate and in the best interests of Debtor and its estate. The salient terms of the Bidding Procedures are: a. Bid Deadline: April 19, 2019 at 5:00 p.m. (CT) b. Initial Bid: A value greater than the sum of (i) the Purchase Price plus (ii) $150,000 c. Deposit: 10% of the purchase price (excluding any Assumed Liabilities) contained in the APA d. Auction: The Auction will take place on April 22, 2019 at 1:00 p.m. (CT) at the offices of Erin E. Jones, Esq., 4119 Montrose Blvd., Suite 230, Houston, Texas. e. Bid Increments: $75,000 f. Sale Hearing: April 24, 2019 at 10:00 a.m. (CT) g. Closing: No later than May 31, 2019 h. Sale Objection Deadline: April 19, 2019 at 5:00 p.m. (CT) i. Termination Fees: The bid (other than the bid pursuant to the APA) must not entitle the Bidder to any break-up fee, termination fee, expense reimbursement or similar type of payment or reimbursement and, by submitting the bid, the Bidder waives the right to pursue a substantial contribution claim under Section 503 of the Bankruptcy Code related in any way to the submission of its Bid or participation in any Auction. j. Any allowed secured creditor(s) has the right to credit bid up to the full amount of the secured obligations, together with any adequate protection obligations owing to them under the Cash Collateral Order. The Debtor proposes, within three Business Days after the entry of the Order, or as soon thereafter as practicable, to serve a copy of the Sale Notice, the Bidding Procedures Order, and the Bidding Procedures upon all interested parties. In addition, on the Mailing Date, or as soon thereafter as practicable, the Debtor (or its agents) will serve the Sale Notice, upon all other known creditors of the Debtor and all counterparties to the Debtor's executory contracts and unexpired leases. Finally, on the Mailing Date or as soon as practicable thereafter, the Debtor will cause the Sale Notice to be published on one occasion in Houston Business Journal. As set forth at Section 1.1(e) of the APA, the Buyer provided to the Debtor a list of those executory contracts and unexpired leases that the Buyer elects to have assumed and assigned to the Buyer at Closing pursuant to Section 365 of the Bankruptcy Code subject to the Buyer's right to add or delete executory contracts or unexpired leases. The Debtor also submits that the Sale should be free and clear of any and all claims, liens, interests, and encumbrances. To enhance the value of the Debtor's estate (by curtailing further administrative liability and eliminating substantial rejection claims), the Debtor asks authority under Section 365 of the Bankruptcy Code to assume and assign the executory contracts and/or unexpired leases associated with the Assets to the relevant Successful Bidder. The Debtor asks that the Court to waive the 14-day stay under Bankruptcy Rules 6004(h) and 6006(d). A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Phoeben_Inc_9_Sales.pdf The Purchaser: DOTHAN JEWELRY PARTNERS GP, LLC Two Lincoln Centre 5420 LBJ Freeway, Suite 1000 Dallas, TX 75240 The Purchaser is represented by: Martin Sosland, Esq. BUTLER SNOW LLP 5430 LBJ Freeway, Suite 1200 Dallas, TX 75240 E-mail: martin.sosland@butlersnow.com About Phoeben, Inc. Phoeben, Inc. -- https://www.armentacollection.com/ -- based in Houston, Texas, is manufacturer of bracelets, rings, necklaces, enhancers, earrings, and handbags. Phoeben, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-31000) on Feb. 26, 2019. The case is assigned to Jeffrey P Norman. In the petition signed by CEO Emily Armenta, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Erin E. Jones, Esq., and Christopher R. Murray, Esq., at Jones Murphy & Beatty LLP, as counsel. PHOENIX GUARANTOR: Moody's Completes Ratings Review --------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Phoenix Guarantor Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. The publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. The B2 Corporate Family Rating of Phoenix Guarantor Inc. ("PGI") reflects its heightened execution risk as it integrates the operations of PharMerica Corporation and BrightSpring Health Services. At the same time, the company has high financial leverage and heavy reliance on government payors. Further, Moody's believes that the company will continue to be acquisitive. The rating is supported by the company's significant scale, national footprint, strong market positions and diverse business mix. Moody's believes that demand for PGI's services, including home-based services for seniors and people with intellectual and developmental disabilities, will increase over time due to the aging of the US population and an additional focus on healthcare cost containment. PHUNWARE INC: WithumSmith+Brown PC Raises Going Concern Doubt ------------------------------------------------------------- Phunware, Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a Net loss attributable to common shares of $923,180 on $0 of revenue for the year ended Nov. 30, 2018, compared to a Net loss attributable to common shares of $307,274 on $0 of revenue for the year ended in 2017. The audit report of WithumSmith+Brown, PC, states that if the Company is unable to complete a Business Combination by February 24, 2018 (or by May 23, 2018 if the Company extends the period of time to consummate a Business Combination), then the Company will cease all operations except for the purpose of winding up and liquidating. This mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company's balance sheet at Nov. 30, 2018, showed total assets of $19,724,276, total liabilities of $3,062,500, and a total shareholders' equity of $5,000,003. A copy of the Form 10-K is available at: https://bit.ly/2HKEL2G Phunware, Inc. (NASDAQ: PHUN), together with its subsidiaries, provides Multiscreen-as-a-Service (Maas) and Data-as-a-Service (DaaS) enterprise software platform for mobile devices. The Company was founded in 2009 and is headquartered in Austin, Texas. PROVECTUS BIOPHARMACEUTICALS: Marcum Raises Going Concern Doubt --------------------------------------------------------------- Provectus Biopharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $8,153,055 on $0 of revenue for the year ended Dec. 31, 2018, compared to a net loss of $13,517,816 on $0 of revenue for the year ended in 2017. The audit report of Marcum LLP states 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. The Company's balance sheet at Dec. 31, 2018, showed total assets of $1,988,224, total liabilities of $19,405,713, and a total stockholders' deficit of $17,417,489. A copy of the Form 10-K is available at: https://bit.ly/2TmVGdT Provectus Biopharmaceuticals, Inc., a biopharmaceutical company, engages in developing drugs based on halogenated xanthenes for oncology and dermatology indications. Its prescription drug candidates include PV-10, which is in Phase III study for cutaneous melanoma; completed Phase II study for metastatic melanoma; completed Phase I study for liver and breast cancers; and phase 1b/2 study for pembrolizumab. The Company is also developing PH-10 that has completed Phase II randomized study for the treatment of psoriasis and atopic dermatitis. The Company was formerly known as Provectus Pharmaceuticals, Inc. and changed its name to Provectus Biopharmaceuticals, Inc. in December 2013. Provectus Biopharmaceuticals, Inc. was founded in 2002 and is based in Knoxville, Tennessee. PS SYSTEMS: Tax Consequences Provision Removed in New LCI Plan -------------------------------------------------------------- Linli Construction, Inc., filed a small business disclosure statement in connection with its first amended chapter 11 plan dated March 15, 2019 for Debtor PS Systems, Inc. This latest filing removed the tax consequences provision of the plan. A copy of the Disclosure Statement dated March 15, 2019 is available at http://tinyurl.com/y3qhbofhfrom Pacermonitor.com at no charge. About PS Systems Based in Greenwood Village, Colorado, PS Systems Inc. holds several patents and cross-licensing agreements for the use of patents to develop underground reservoirs. PS Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-20197) on Nov. 3, 2017. In the petition signed by Stan Peters, its president, the Debtor estimated assets and liabilities of less than $500,000. Judge Michael E. Romero presides over the case. Kutner Brinen, P.C., is the Debtor's legal counsel. PS SYSTEMS: To Pay Unsecureds in Full at 5% Interest Over 6 Years ----------------------------------------------------------------- PS Systems, Inc., Stanley Peters, Chris Peters, Curtt Coppage, and Dieter Upton filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement in support of their joint plan of reorganization. Under the plan, Class 7 consists of those unsecured creditors of PSS who hold Allowed Claims. The total amount of Class 7 Claims currently asserted against the estate is approximately $229,425.98, excluding the disputed claim of John Yelenick, to which the Debtor has filed an Objection. Beginning four months following the Effective Date of the Plan, and continuing every four months thereafter as Royalty Revenue is received, the Class 7 creditors will receive a pro rata distribution of Net Royalty Revenue less amounts necessary to pay Unclassified Priority Claimants and Class 3 through 6 Secured Claims. Distributions will continue until all Class 7 general unsecured claims are paid in full with 5% interest per annum over a period not to exceed six years following the Effective Date of the Plan. The Plan Proponents estimate that Class 7 Creditors will be paid in full in three years following the Effective Date of the Plan, depending on the amount of Royalty Revenue the Debtor is able to generate following confirmation. In addition to the amounts set forth above, Class 7 Creditors will also receive all funds recovered by the Debtor or creditors on account of Avoidance Actions, which amounts will be distributed on a pro-rata basis, net of attorney fees and costs. Whether or not the Debtor pursues any Avoidance Actions will be up to the Debtor and the decision to pursue such claims shall be discretionary with the Debtor. The Debtor is not aware of any potential Avoidance Actions at this time. Pursuant to the Plan, the Debtor will restructure its debts and obligations and PSS will continue to operate in the ordinary course of business. Funding for the Plan will be from income derived from the royalties received by the Debtor for licensing its patents for the construction of PSRs. Peters will remain the President of the Debtor, subject to future elections, and will be appointed as the agent of the Debtor to carry out the terms of the Plan. Peters is currently acting as the President of the Debtor and overseeing all ongoing operations, including seeking licensors for the patents on behalf of the Debtor. As the President the Debtor, Mr. Peters will not receive a salary for the foreseeable future, but will receive payment pursuant to the terms of the Plan as a creditor. The other existing directors, Harold Smith and Chris Peters, will remain as directors subject to future elections. A copy of the Disclosure Statement is available for free at http://tinyurl.com/y3h8watefrom Pacermonitor.com at no charge. About PS Systems Based in Greenwood Village, Colorado, PS Systems Inc. holds several patents and cross-licensing agreements for the use of patents to develop underground reservoirs. PS Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-20197) on Nov. 3, 2017. In the petition signed by Stan Peters, its president, the Debtor estimated assets and liabilities of less than $500,000. Judge Michael E. Romero presides over the case. Kutner Brinen, P.C., is the Debtor's legal counsel. PURE BIOSCIENCE: Cumulative Net Loss Casts Going Concern Doubt -------------------------------------------------------------- Pure Bioscience, Inc., filed its quarterly report on Form 10-Q, disclosing a Net Loss of $1,296,000 on $394,000 of Net Product Sales for the three months ended Jan. 31, 2019, compared to a Net Loss of $2,027,000 on $411,000 of Net Product Sales for the same period in 2018. At Jan. 31, 2019 the Company had total assets of $1,777,000, total liabilities of $660,000, and $1,117,000 in total stockholders' equity. The Company also disclosed that there are factors that raise substantial doubt about its ability to continue as a going concern. The Company states, "Since our inception, we have financed our operations primarily through public and private offerings of securities, debt financing, and revenue from product sales and license agreements. We have a history of recurring losses, and as of January 31, 2019, we have incurred a cumulative net loss of $120,786,000. "We do not have, and may never have, significant cash inflows from product sales or from other sources of revenue to fund our operations. As of January 31, 2019, we had $335,000 in cash and cash equivalents, and $525,000 of accounts payable. As of January 31, 2019, we have no long-term debt. We do not currently believe that our existing cash resources are sufficient to meet our anticipated needs over the next twelve months from the date hereof. "Our future capital requirements depend on numerous forward-looking factors. These factors may include, but are not limited to, the following: the acceptance of, and demand for, our products; our success and the success of our partners in selling our products; our success and the success of our partners in obtaining regulatory approvals to sell our products; the costs of further developing our existing products and technologies; the extent to which we invest in new product and technology development; and the costs associated with the continued operation, and any future growth, of our business. The outcome of these and other forward-looking factors will substantially affect our liquidity and capital resources. "Until we can generate significant cash from operations, we expect to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot assure you that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business. Further, any contracts or license arrangements we enter into to raise funds may require us to relinquish our rights to our products or technology, and we cannot assure you that we will be able to enter into any such contracts or license arrangements on acceptable terms, or at all. Having insufficient funds may require us to delay or scale back our marketing, distribution and other commercialization activities or cease our operations altogether. "We do not have any unused credit facilities or other sources of capital available to us at this time. We intend to secure additional working capital through sales of additional debt or equity securities. Our intended financing initiatives are subject to risk, and we cannot provide any assurance about the availability or terms of these or any future financings." A copy of the Form 10-Q is available at: https://bit.ly/2Wg12t5 El Cajon, Calif.-based Pure Bioscience, Inc., manufactures and sells silver dihydrogen SDC-based disinfecting and sanitizing products, which are registered by the Environmental Protection Agency, or EPA, to distributors and end users. The Company also manufactures and sells various SDC-based formulations to manufacturers for use as a raw material in the production of personal care and other products. Silver dihydrogen citrate, or SDC, is a broad-spectrum, non-toxic antimicrobial. Q BIOMED INC: Marcum LLP Raises Going Concern Doubt --------------------------------------------------- Q BioMed Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $9,270,777 on $0 of revenue for the year ended Nov. 30, 2018, compared to a net loss of $14,541,667 on $0 of revenue for the year ended in 2017. The audit report of Marcum LLP states 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. The Company's balance sheet at Nov. 30, 2018, showed total assets of $3,196,913, total liabilities of $3,302,641, and a total stockholders' deficit of $105,728. A copy of the Form 10-K is available at: https://bit.ly/2HJTJpO Q BioMed Inc., a biomedical acceleration and development company, focuses on licensing, acquiring, and providing resources to life sciences and healthcare companies. The Company offers Strontium Chloride SR89, a radiopharmaceutical agent for the treatment of pain associated with metastatic bone cancer. It is also developing Man-01, a pre-clinical lead candidate for the treatment of primary open angle glaucoma. Q BioMed Inc. has a partnership with Sphaera Pharma to develop an analog of QBM-001 for pediatric developmental nonverbal disorder; and a collaborative agreement with SRI International to provide formulation development, preclinical development, and early clinical manufacturing of QBM-001. The Company was formerly known as ISMO Tech Solutions, Inc. and changed its name to Q BioMed Inc. in July 2015. Q BioMed Inc. was founded in 2013 and is based in New York, New York. QUORUM HEALTH: S&P Lowers ICR to 'CCC+' on Tightening Liquidity --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Brentwood, Tenn.-based Quorum Health Corp. to 'CCC+' from 'B-'. At the same time, S&P lowered its issue-level rating on Quorum's senior secured debt to 'CCC+' from 'B-' and its issue-level rating on its unsecured debt to 'CCC-' from 'CCC'. The '3' recovery rating on the senior secured debt and '6' recovery rating on the unsecured debt remain unchanged. "The downgrade reflects our decreased confidence in the company's ability to successfully refinance its capital structure and achieve material interest-cost savings given its weak operating trends and our expectation that it may face some difficulty in divesting its underperforming hospitals. In our view, a failure to successfully divest the mostly low-margin hospitals could make it significantly more difficult for the company to refinance its capital structure," S&P said. While Quorum does not face any maturities until the revolver and asset-based lending (ABL) facility mature in 2021, its interest expense is very high, the cushion under its net first-lien leverage covenant is tight, and S&P sees only limited opportunity for the company to improve its fixed charge coverage ratios absent a successful refinancing. Quorum was spun off from Community Health Systems Inc. as an independent entity with 38 hospitals in April 2016. Since then, the company has worked to rationalize its portfolio. Including S&P's expectation for divestitures in 2019, it expects the company's portfolio to decline to about 20 hospitals. Quorum operates predominantly in small rural and mid-size markets and relies on a few facilities for a significant amount of its profitability. Since the spin-off, the company has struggled with weak patient volume trends (consistent with other non-urban hospital operators), an unfavorable shift in its business mix, and higher-than-expected expenses. While these factors had previously led the company to post weak operating results and underperform S&P's margin expectations, it was able to improve its margins in 2018 due to various initiatives, including headcount reductions, the elimination of underperforming service lines, and the termination of unfavorable payor contracts. The combination of continued margin-improvement initiatives coupled with the benefits of divesting its weaker-performing hospitals should help the company improve its overall operating performance. However, S&P believes Quorum's prospects for margin improvement are offset, in part, by its belief that its organic growth will likely remain very low given the declining volume trends in its key markets. "While we expect the company to follow through with its stated goal of using the proceeds from the divestitures to repay debt, we have incrementally less confidence in its future prospects given the slow pace of its sales and its thus far unproven ability to sustainably reduce its leverage and generate free cash flow," S&P said. The stable outlook on Quorum reflects S&P's belief that the company's liquidity position will remain solid. The outlook also incorporates S&P's expectation that the company will remain in compliance with its financial covenants, limiting the risk of a restructuring over the next year. "We could lower our rating on Quorum if we believe that the risk of a distressed exchange has increased over the next year. This could occur if the company's operating performance deteriorates further, reducing our confidence in its ability to refinance its debt as it comes due," S&P said. "In addition, we could lower the rating if Quorum is unable to refinance its revolver and asset-backed credit facility by next year when the 2021 maturities become current, given our belief that the company requires access to a backup source of liquidity." "We could consider raising our rating on Quorum if the company successfully implements its portfolio rationalization and cost restructuring initiatives, providing us with greater confidence in its ability to refinance its capital structure," S&P said. REALTEX CONSTRUCTION: Deyoe Plan Contribution Raised to $250K ------------------------------------------------------------- Realtex Construction, LLC, filed a disclosure statement in support of its amended plan of liquidation dated March 15, 2019. The Debtor amended the plan to add four classes of claimants: the I.A.O. Claim, Castillo Secured Claim, Reywest Bond Claim, and the Rico Secured Claim. The Debtor disputes the allowance of the I.A.O. Claim, Castillo Secured Claim, and the Reywest Bond Claim. Nothing in the Plan Allows or Disallows the Rico Secured Claim, and the Allowance and liquidation of the Rico Secured Claim will be adjudicated through the claims allowance process before the Bankruptcy Court and such appellate proceedings as may be had. Unsecured creditors' estimated recovery has also been modified to 10% - 50% instead of the 20%-50% provided in the initial plan. The Deyoe contribution towards the Repayment of Allowed Claims has been increased to $250,000. A copy of the Disclosure Statement dated March 15, 2019 is available at http://tinyurl.com/yyghx8v8from Pacermonitor.com at no charge. About Realtex Construction Realtex Construction, LLC, based in Austin, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-11300) on Oct. 8, 2018. In the petition signed by Rick Deyoe, president, the Debtor estimated $1 million to $10 million in assets and liabilities. Davor Rukavina, Esq., at Munsch Hardt Kopf & Harr, P.C., serves as bankruptcy counsel to the Debtor. REEVES COUNTY, TX: S&P Puts CCC+ Rating on COPs on Watch Positive ----------------------------------------------------------------- S&P Global Ratings placed its 'CCC+' rating on Reeves County, Texas' series 2012 taxable revenue certificates of participation (COPs) on CreditWatch with positive implications. The rating action follows the redemption of the series 2010 and 2010A revenue refunding COPs, which S&P understands was made possible by Reeves County appropriating some of its general fund reserves to retire the debt early. The CreditWatch positive reflects S&P's view that there is at least a one-in-two likelihood that it will raise the rating on the bonds within the next 90 days. Revenue derived from the facility's operation, that is, all lease rental payments due from the county to the Reeves County Law Enforcement Center Trust, is pledged for debt service payments on the bonds. Lease rental payments are secured through a short-term contract between the Reeves County Law Enforcement Center and the Bureau of Prisons (BOP) whereby the BOP pays a fixed monthly rate to house nonviolent offenders. In past reviews of the rating, S&P believed quarterly lease rental payments would be payable solely from revenues from the facilities' operations and were reliant on the federal government's commitment to continue its contractual relationship with the facility. Because the nature of the cash flow relied on revenue from a contractual relationship with the BOP for the provision of service at the Law Enforcement Center, the 'CCC+' rating is based on portions of S&P's "Human Service Providers" criteria, published June 13, 2007. In addition, S&P applied its "Principles of Credit Ratings" criteria, published Feb. 16, 2011, and its "Federal Future Flow Securitization" criteria, published March 12, 2012, given the unique credit structure of the revenue bonds, and because federal cash flows support the operation of the facility directly. "The county's proven ability to appropriate general operating reserves for the repayment of debt indicates to us that there is a relationship between Reeves County and the Law Enforcement Center. As a result of recent events -- the county's demonstrated willingness to appropriate funds for debt service -- we are evaluating the significance of the project and its relationship to the basic function and purpose of Reeves County, the intended payment source, and evidence of any political or administrative risks that might threaten timely payment of debt service," S&P said. During the CreditWatch period, S&P plans to evaluate these credit factors and may determine it is best to apply its "Issue Credit Ratings Linked to U.S. Public Finance Obligors' Creditworthiness" criteria to analyze these bonds going forward. S&P expects to resolve the CreditWatch placement within the next 90 days. RHINO RUSH: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Rhino Rush, LLC fka JJBD, LLC 3660 E. Lanark Street Meridian, ID 83642 Business Description: Rhino Rush, LLC is a beverage manufacturer in Meridian, Idaho. Rhino Rush offers a lineup of energy shots and energy drinks. Chapter 11 Petition Date: March 22, 2019 Court: United States Bankruptcy Court District of Idaho (Boise) Case No.: 19-00302 Judge: Hon. Terry L. Myers Debtor's Counsel: Matthew Todd Christensen, Esq. ANGSTMAN JOHNSON, PLLC 199 N. Capitol Blvd., Ste. 200 Boise, ID 83702 Tel: 208-384-8588 Fax: 208-853-0117 Email: mtc@angstman.com info@angstman.com Total Assets: $1,177,544 Total Liabilities: $1,174,388 The petition was signed by Joshua Swenson, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/idb19-00302.pdf RIOT BLOCKCHAIN: Needs More Capital to Continue as Going Concern ---------------------------------------------------------------- Riot Blockchain, Inc., filed its quarterly report on Form 10-Q, disclosing a Net Loss of $6,526,940 on $2,366,683 of Total Revenue for the three months ended Sep. 30, 2018, compared to a Net Loss of $5,302,073 on $24,175 of Total Revenue for the same period in 2017. At Sep. 30, 2018 the Company had total assets of $25,703,410, total liabilities of $9,171,890, and $16,531,520 in total stockholders' equity. Riot Blockchain states, "The Company has experienced recurring losses and negative cash flows from operations. At September 30, 2018, the Company had approximate balances of cash and cash equivalents of $1,607,000, a working capital deficit of $1,178,000, total stockholders' equity of $16,532,000 and an accumulated deficit of $185,796,000. To date, the Company has in large part relied on equity financing to fund its operations. "The Company's primary focus is on its cryptocurrency mining operation located in Oklahoma City, Oklahoma, along with its investigation of the launch of RiotX as a cryptocurrency exchange in the United States. That operational focus and the Company's recently completed acquisitions of Kairos and 1172767 B.C. Ltd. (or "1172767"), formerly known as Tess Inc., and its investment in goNumerical Ltd., (d/b/a "Coinsquare"), as well as the Company's new name, reflects a strategic decision by the Company to operate in the blockchain and digital currency related business sector. The Company's current strategy will continue to expose the Company to the numerous risks and volatility associated within this sector. "Effective January 14, 2017, the Company adopted a plan to exit the business of BiOptix Diagnostics Inc. ("BDI") and commenced a significant reduction in the workforce. The decision to adopt this plan was made following an evaluation by the Company's Board of Directors in January 2017, of the estimated results of operations projected during the near to mid-term period for BDI, including consideration of product development required and updated sales forecasts, and estimated additional cash resources required. Accordingly, the historical results of BDI have been classified as discontinued operations for all periods presented. "The Company expects to continue to incur losses from operations for the near-term and these losses could be significant as the Company incurs costs and expenses associated with recent and potential future acquisitions and development of the RiotX exchange platform, as well as public company, legal and administrative related expenses being incurred. The Company is closely monitoring its cash balances, cash needs and expense levels. "The Company believes that in order for the Company to meet its obligations arising from normal business operations for the next twelve months, the Company requires additional capital either in the form of equity or debt. Without additional capital, the Company's ability to continue to operate will be limited. If the Company is unable to obtain adequate capital, it could be forced to cease or reduce its operations. The Company is currently pursuing capital transactions in the form of debt and equity, however, the Company cannot provide any assurance that it will be successful in its plans. These condensed interim consolidated financial statements do not include any adjustments to the recoverability and classification of recorded assets amounts and classification of liabilities that might be necessary should the Company not be able to continue as a going concern. In the opinion of management, these factors, among others, raise substantial doubt about the ability of us to continue as a going concern." A copy of the Form 10-Q is available at: https://bit.ly/2UU7EwY Riot Blockchain, Inc., operates as a digital currency company. The Company focuses on buying cryptocurrency and blockchain businesses, as well as supports blockchain technology companies. Riot Blockchain also maintains its existing biotechnology business segments. The company is based in Castle Rock, Colorado. RIVERA FAMILY: Phillips Buying Onalaska Property for $1.2 Million ----------------------------------------------------------------- Rivera Family Holdings, LLC, asks the U.S. Bankruptcy Court for the Western District of Wisconsin to authorize the sale of the real property located at 9550 E 16 Frontage Road, Onalaska, Wisconsin, and certain equipment, to Benjamin L. Phillips - Phillips Outdoor Services, Inc. for $1,234,250. The sale will be free and clear of all liens, with the liens attaching to the proceeds in the order of priority. The parties have executed their Offer to Purchase for the sale of the property. The proceeds from the sale will be used in the following order: 1. Closing costs related to the sale of the property including title policy Commitment, transfer fees, recording fees, real estate commissions, survey costs (if necessary) attorney's fees and disbursements for Galen W. Pittman (not to exceed $2,000) relating to the sale of the property and any other miscellaneous closing costs to complete the transaction. 2. Payment of any and all delinquent and accrued real estate taxes that are not covered by the Buyer in the Offer to Purchase. 3. The net proceeds of the sale will be paid in the order of priority of liens against the property. Park Bank (Holmen) holds a First Mortgage on the real estate and the entire amount of net proceeds of the sale will be paid to the Park Bank (Holmen). There will be no other proceeds for distribution either to the Debtor or in trust. A copy of the Offer attached to the Motion is available for free at: http://bankrupt.com/misc/Rivera_Family_47_Sales.pdf About Rivera Family Holdings Rivera Family Holdings, LLC, a privately held company in Onalaska, Wisconsin, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 18-11448) on April 30, 2018. In the petition signed by Lynnae Rivera, authorized representative, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Brett H. Ludwig oversees the case. Pittman & Pittman Law Offices, LLC, is the Debtor's legal counsel. The Debtor hired hired TAP Consulting, LLC, as accountant. RORA LLC: Seeks to Hire Morrison Tenenbaum as Counsel ----------------------------------------------------- RORA LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Morrison Tenenbaum, PLLC, as counsel to the Debtor. RORA LLC requires Morrison Tenenbaum to: a. advise the Debtor with respect to its powers and duties as debtor-in-possession in the management of its estate; b. assist in any amendments of Schedules and other financial disclosures and in the preparation/review/amendment of a disclosure statement and plan of reorganization; c. negotiate with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; d. prepare on behalf of the Debtor all necessary motions, applications, answers, proposed orders, reports and other papers to be filed by the Debtor in this case; e. appear before the Bankruptcy Court to represent and protect the interests of the Debtor and its estate; and f. perform all other legal services for the Debtor that may be necessary and proper for an effective reorganization. Morrison Tenenbaum will be paid at these hourly rates: Partners $525 Associates $380 Paraprofessionals $175 Morrison Tenenbaum will be paid a retainer in the amount of $7,500. Morrison Tenenbaum will also be reimbursed for reasonable out-of-pocket expenses incurred. Lawrence F. Morrison, partner of Morrison Tenenbaum, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Morrison Tenenbaum can be reached at: Lawrence F. Morrison, Esq. MORRISON TENENBAUM, PLLC 87 Walker Street, 2nd Floor New York, NY 10013 Tel: (212) 620-0938 E-mail: lmorrison@m-t-law.com About RORA LLC RORA LLC, a New York limited liability company organized in March 2011, owns and operates a parking garage located at 404 E. 79th Street, Manhattan, New York. RORA LLC, based in Brooklyn, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-40354) on Jan. 21, 2019. In the petition signed by Robert Litwin, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. Lawrence F. Morrison, Esq., at Morrison Tenenbaum, PLLC, serves as bankruptcy counsel, and Pick & Zabicki LLP, as special transaction counsel. SAM KANE BEEF: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on March 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Sam Kane Beef Processors, LLC. About Sam Kane Beef Processors Sam Kane Beef Processors, LLC, is an independent, fully-automated processor and distributor of beef and beef products based in Corpus Christi, Texas. Since its beginnings in 1949, Kane Beef has expanded from a local meat counter to a nationally recognized supplier of dependable beef products with key accounts in retail and foodservice. The Debtor was involved in litigation with the United States and various livestock sellers for alleged violations of, and claims made pursuant to, the Packers and Stockyards Act of 1921, as amended and supplemented. On Oct. 5, 2018, the United States District Court for the Southern District of Texas appointed Richard S. Schmidt as receiver. Sam Kane, in a petition signed by receiver Richard S. Schmidt, filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 1920020) on Jan. 22, 2019. The Debtor estimated assets and liabilities of $50 million to $100 million. The Hon. David Jones oversees the case. The Debtor tapped Matthew Scott Okin, Esq., at Okin & Adams LLP, as its legal counsel. SAN JUAN ICE: April 24 Plan Confirmation Hearing ------------------------------------------------ The Disclosure Statement explaining San Juan Ice, Inc.'s Amended Chapter 11 Plan is conditionally approved. A hearing for the consideration of the final approval of the Amended Disclosure Statement and the confirmation of the Amended Plan and of such objections as may be made to either will be held on April 24, 2019, at 9:00 AM, at the U.S. Bankruptcy Court, Jose V. Toledo U.S. Post Office and Courthouse Building, 300 Recinto Sur Street, Courtroom 3, Third Floor, San Juan, Puerto Rico. That acceptances or rejections of the Amended Plan may be filed on/or before fourteen (14) days prior to the date of the hearing on confirmation of the Plan. That any objection to the final approval of the Amended Disclosure Statement and/or the confirmation of the Amended Plan shall be filed on/or before fourteen (14) days prior to the date of the hearing on confirmation of the Plan. About San Juan Ice, Inc. San Juan Ice Inc., based in San Juan, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 18-01784) on April 3, 2018. In the petition signed by Ramiro Rodriguez Pena, president, the Debtor disclosed $580,495 in assets and $1.17 million in liabilities. The Hon. Mildred Caban Flores presides over the case. Robert Millan, Esq., at Millan Law Offices, serves as bankruptcy counsel. SCRIBEAMERICA INTERMEDIATE: Moody's Completes Ratings Review ------------------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of ScribeAmerica Intermediate Holdco, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. The publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. ScribeAmerica Intermediate Holdco, LLC's ("HealthChannels") B3 Corporate Family Rating reflects its high financial leverage, moderate scale and very narrow focus on the medical scribe industry. Moody's expects that leverage will remain elevated given the company's aggressive financial policy surrounding acquisitions and distributions to its owners. Further constraints to the rating include integration risk from acquisitions. The rating is supported by the company's market-leading position within the medical scribe industry. SCSG EA: Moody's Completes Periodic Ratings Review -------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of SCSG EA Acquisition Company, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. SCSG EA Acquistion Company, Inc's ("SpecialtyCare") B2 Corporate Family Rating is constrained by elevated financial risk following its leveraged buyout by Kohlberg, and Moody's expectation that the company will pursue acquisitions in order to supplement its modest organic growth, which will limit its ability to deleverage. The rating is also constrained by the company's modest absolute size, and niche service line offering. Moody's expects SpecialtyCare's hospital customers will continue to be pressured in terms of both volume and price, which could translate to pressure on SpecialtyCare. The rating is supported by SpecialtyCare's leading position in the perfusion and intraoperative neuromonitoring (IONM) markets, along with good geographic and customer diversification. Additionally, SpecialtyCare stands to benefit from opportunities to grow revenue by cross-selling its services at existing customer hospitals. SEITEL INC: S&P Raises ICR to CCC+ on Refinancing, Off Watch Dev. ----------------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on U.S.-based seismic data company Seitel Inc. to 'CCC+' from 'CCC-' and removed it from CreditWatch, where S&P placed it with developing implications on Feb. 20, 2019. The outlook is stable. Subsequent to this, S&P withdraws its issuer credit rating on Seitel at the company's request. The upgrade to 'CCC+' from 'CCC-' was driven by Seitel successfully refinancing its previously outstanding senior unsecured notes due April 15, 2019. While the details of the refinancing are private, the $250 million in senior unsecured notes will be fully repaid as a result of the refinancing, and as a result, S&P has withdrawn the issue-level rating on these notes. SENIOR CARE: La Hacienda Transferring Assets to Capstone-Houston ---------------------------------------------------------------- Senior Care Centers, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Texas Motion to (i) approve the operations transfer and surrender agreement ("OTA") by and between La Hacienda SCC, LLC ("Transferor") and Capstone-Houston Opco, LLC ("New Operator"); and (ii) authorize the transfer of the certain assets and operations of the skilled nursing facility known as "La Hacienda Nursing & Rehab Center," located at 3730 W. Orem Dr. Houston, Texas ("Assets") from the Transferor to the New Operator pursuant to the OTA, free and clear of all claims and encumbrances. The Transferor is the operator of the Facility, pursuant to a Lease, dated Oct. 6, 2011, as amended, between the Transferor and GPDP Development, Ltd. ("Landlord"). On Jan. 31, 2019, the Court approved the Transferor's rejection of the Lease. In connection with the transfer of the Assets, the Debtors and the Landlord have negotiated a comprehensive agreement that resolves various disputed issues and obviates the need to engage in costly and protracted litigation, creates a pathway for the Debtors to resolve certain of their financial difficulties, preserves the jobs of a substantial portion of the Debtors' employees by keeping all of their operating facilities operational, and, most importantly, allows for the continued care of their patients. In conjunction with the Motion, the Debtors have contemporaneously filed a motion asking the Court's approval of the Settlement Agreement with Landlord under Bankruptcy Rule 9019. Each motion is contingent on the other motion being approved by the Court. Under the Settlement Agreement, the parties agree that (i) the Debtors will transfer the Assets to the New Operator pursuant to the OTA, and (ii) the Effective Date of the Settlement Agreement will be the date upon which the later of the following will occur: (a) the order of the Court approving the Settlement Agreement becomes final and non-appealable, or (b) the Closing of the OTA (as defined in the OTA) will take place or occur. A material term of the Settlement Agreement requires the Debtors to transfer the Assets to the New Operator and; therefore, as required by Bankruptcy Code Sections 363 and 365, the Debtors file the Motion seeking the Court's approval. The Transferor is the operator of the Facility. The Transferor owns certain assets in connection with the operation of its Facility, and such assets are more particularly defined in the OTA as the "Assets." The New Operator desires to purchase from the Transferor the Assets related to the Facility. The New Operator has executed the OTA with respect to the Facility it is purchasing, subject to the Court's approval. The New Operator and the Transferor intend to transfer the Facility on the date which the New Operator receives its new operating license. The OTA has an outside date of May 1, 2019. As to the Facility, the Assets to be transferred under the OTA, specifically exclude (a) the accounts receivable, which are critical to the Debtors' current operations and are needed to fund other creditor distributions under a proposed plan, and (b) any and all causes of action, claims, or rights of avoidance or recovery of any transfers or liens under chapter 5 of the Bankruptcy Code or applicable state law. Generally, the Assets include: a. All inventory, supplies, computers, software (to the extent permitted by applicable licensing agreements), and vehicles; b. At the New Operator's option, and subject to subsequent Court approval, any service contracts, licenses, and equipment leases for which Sabra or the New Operators will pay any cure amounts related to prepetition defaults; c. Subject to applicable regulatory and Court approval, any Medicare/Medicaid provider number and any associated numbers and any and all rights in any other third party payor programs; d. All charts, personnel records, property manuals, resident/patient charts and records, lists, and similar documents including employee manuals, training materials, policies, procedures and materials related thereto; e. Subject to subsequent Court approval, all existing agreements with residents, including agreements to hold residents' funds in trust; f. Subject to applicable regulatory and Court approval, all federal, state, or municipal licenses, certifications, certificates, approvals, permits, variances, waivers, provider agreements, and other authorizations certificates, to the extent assignable; g. All assignable equipment warranties in favor of the Transferor Debtors; h. All other assignable intangible property not enumerated in the OTA (including trade names) that are used by the Debtors in connection with the operation thereof; i. All Debtor trade names associated including the name of the facility as then known to the general public, and all goodwill associated therewith; and j. All telephone numbers used in connection with the operation of the facility, and all goodwill of the Debtor associated with the facilities. On the terms and subject to the conditions contained in the OTA, at the Closing, the New Operator will assume or otherwise be responsible for all liabilities and obligations under the Assets accruing or arising solely after the Closing, and the Debtors will have no liability for any such liabilities or obligations. Except for the Assumed Liabilities and cure amounts in association with any transferred contracts, the New Operator will not assume or be liable for any liability, obligation, debt, claim against, or contract of the Facility or the Debtors. The New Operator will execute new leases with the applicable landlord. As part of the consideration for the Settlement Agreement, the Transferor proposes to transfer the Assets to the New Operator and believes such transfer is in the best interests of the Debtors, their creditors, and the estates. The Debtors anticipate that any secured creditors will consent to the sale of the Transfer Portfolio pursuant to the OTA and Settlement Agreement. In addition, absent any objection to the Motion, all such secured creditors will be deemed to have consented to the relief requested. Accordingly, the Debtors ask that the Assets be transferred free and clear of any liens, claims, encumbrances or other interests, including, without limitation, any claims arising under doctrines of successor liability. Finally, the Debtors ask that any order approving the Motion be effective immediately, thereby waiving the 14-day stays imposed by Bankruptcy Rules 6004 and 6006. A copy of the OTA attached to the Motion is available for free at: http://bankrupt.com/misc/Senior_Care_585_Sales.pdf A hearing on the Motion is set for March 19, 2019 at 10:00 a.m. Objections, if any, must be filed at least four days in advance of the hearing date. The New Operator: CAPSTONE-HOUSTON OPCO, LLC 5900 S Lake Forest Dr, Suite 300 McKinney, TX 75070 The New Operator is represented by: J. Marc Hesse, Esq. HESSE & HESSE, PC 5560 Tennyson Parkway Suite 250 Plano, TX 75024 About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the United States Trustee for the Northern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 cases. SENIOR CARE: PM Management Transferring Assets to ML-Cedar Park --------------------------------------------------------------- Senior Care Centers, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Texas Motion to (i) approve the operations transfer and surrender agreement ("OTA") by and between PM Management - Cedar Park NC, LLC ("Transferor") and ML-Cedar Park, LLC ("New Operator"); and (ii) authorize the transfer of the certain assets and operations of the skilled nursing facility known as "Cottonwood Creek Nursing and rehabilitation Center," located at 1500 Cottonwood Creek Trail, Cedar Park, Texas ("Assets") from the Transferor to the New Operator pursuant to the OTA, free and clear of all claims and encumbrances. The Transferor is the operator of the Facility, pursuant to a Lease, dated Jan. 1, 2014, as amended, between the Transferor and Navarro Cedar Park Healthcare, LLC ("Landlord"). On Jan. 31, 2019, the Court approved the Transferor's rejection of the Lease. In connection with the transfer of the Assets, the Debtors and the Landlord have negotiated a comprehensive agreement that resolves various disputed issues and obviates the need to engage in costly and protracted litigation, creates a pathway for the Debtors to resolve certain of their financial difficulties, preserves the jobs of a substantial portion of the Debtors' employees by keeping all of their operating facilities operational, and, most importantly, allows for the continued care of their patients. In conjunction with the Motion, the Debtors have contemporaneously filed a motion asking the Court's approval of the Settlement Agreement with Landlord under Bankruptcy Rule 9019. Each motion is contingent on the other motion being approved by the Court. Under the Settlement Agreement, the parties agree that (i) the Debtors will transfer the Assets to the New Operator pursuant to the OTA, and (ii) the Effective Date of the Settlement Agreement will be the date upon which the later of the following will occur: (a) the order of the Court approving the Settlement Agreement becomes final and non-appealable, or (b) the Closing of the OTA (as defined in the OTA) will take place or occur. A material term of the Settlement Agreement requires the Debtors to transfer the Assets to the New Operator and; therefore, as required by Bankruptcy Code Sections 363 and 365, the Debtors file the Motion seeking the Court's approval. The Transferor is the operator of the Facility. The Transferor owns certain assets in connection with the operation of its Facility, and such assets are more particularly defined in the OTA as the "Assets." The New Operator desires to purchase from the Transferor the Assets related to the Facility. The New Operator has executed the OTA with respect to the Facility it is purchasing, subject to the Court's approval. The New Operator and the Transferor intend to transfer the Facility on the date which the New Operator receives its new operating license. The OTA has an outside date of April 1, 2019. As to the Facility, the Assets to be transferred under the OTA, specifically exclude (a) the accounts receivable, which are critical to the Debtors’ current operations and are needed to fund other creditor distributions under a proposed plan, and (b) any and all causes of action, claims, or rights of avoidance or recovery of any transfers or liens under chapter 5 of the Bankruptcy Code or applicable state law. Generally, the Assets include: a. All inventory, supplies, computers, software (to the extent permitted by applicable licensing agreements), and vehicles; b. At the New Operator's option, and subject to subsequent Court approval, any service contracts, licenses, and equipment leases for which Sabra or the New Operators will pay any cure amounts related to prepetition defaults; c. Subject to applicable regulatory and Court approval, any Medicare/Medicaid provider number and any associated numbers and any and all rights in any other third party payor programs; d. All charts, personnel records, property manuals, resident/patient charts and records, lists, and similar documents including employee manuals, training materials, policies, procedures and materials related thereto; e. Subject to subsequent Court approval, all existing agreements with residents, including agreements to hold residents' funds in trust; f. Subject to applicable regulatory and Court approval, all federal, state, or municipal licenses, certifications, certificates, approvals, permits, variances, waivers, provider agreements, and other authorizations certificates, to the extent assignable; g. All assignable equipment warranties in favor of the Transferor Debtors; h. All other assignable intangible property not enumerated in the OTA (including trade names) that are used by the Debtors in connection with the operation thereof; i. All Debtor trade names associated including the name of the facility as then known to the general public, and all goodwill associated therewith; and j. All telephone numbers used in connection with the operation of the facility, and all goodwill of the Debtor associated with the facilities. On the terms and subject to the conditions contained in the OTA, at the Closing, the New Operator will assume or otherwise be responsible for all liabilities and obligations under the Assets accruing or arising solely after the Closing, and the Debtors will have no liability for any such liabilities or obligations. Except for the Assumed Liabilities and cure amounts in association with any transferred contracts, the New Operator will not assume or be liable for any liability, obligation, debt, claim against, or contract of the Facility or the Debtors. The New Operator will execute new leases with the applicable landlord. As part of the consideration for the Settlement Agreement, the Transferor proposes to transfer the Assets to the New Operator and believes such transfer is in the best interests of the Debtors, their creditors, and the estates. The Debtors anticipate that any secured creditors will consent to the sale of the Transfer Portfolio pursuant to the OTA and Settlement Agreement. In addition, absent any objection to the Motion, all such secured creditors will be deemed to have consented to the relief requested. Accordingly, the Debtors ask that the Assets be transferred free and clear of any liens, claims, encumbrances or other interests, including, without limitation, any claims arising under doctrines of successor liability. Finally, the Debtors ask that any order approving the Motion be effective immediately, thereby waiving the 14-day stays imposed by Bankruptcy Rules 6004 and 6006. A copy of the OTA attached to the Motion is available for free at: http://bankrupt.com/misc/Senior_Care_583_Sales.pdf A hearing on the Motion is set for March 19, 2019 at 10:00 a.m. Objections, if any, must be filed at least four days in advance of the hearing date. The New Operator: ML – CEDAR PARK, LLC 608 Sandau Rd. San Antonio, TX 78216 Attn: Troy Langsdale, Manager Telephne: (651) 246-7534 E-mail: tlangsdale@ml-healthcare.net The New Operator is represented by: Clark Hill Strasburger, Esq. 2301 Broadway St. San Antonio, TX 78215 Fort Worth, TX 76102 Attn: Joe Struble and Chip Sugg Telephone: (210) 250-6148 E-mail: joe.struble@clarkhillstrasburger.com chip.sugg@clarkhillstrasburger.com About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the United States Trustee for the Northern District of Texas appointed an official committee of unsecured creditors in the Chapter 11 cases. SENIOR CARE: PM Mgmt. Transferring Assets to Corsicana Nursing -------------------------------------------------------------- Senior Care Centers, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Texas Motion to (i) approve the operations transfer and surrender agreement ("OTA") by and between PM Management - Corsicana NC, LLC ("Transferor") and Corsicana Nursing Operations, LLC ("New Operator"); and (ii) authorize the transfer of the certain assets and operations of the skilled nursing facility known as "Trisun Care Center – Corsicana," located at 3210 West Highway 22, Corsicana, Texas ("Assets") from the Transferor to the New Operator pursuant to the OTA, free and clear of all claims and encumbrances. The Transferor is the operator of the Facility, pursuant to a Lease, dated May 24, 2010, as amended, between the Transferor and Navarro SNF Development, LP ("Landlord"). In connection with the transfer of the Assets, the Debtors and the Landlord have negotiated a comprehensive agreement that resolves various disputed issues and obviates the need to engage in costly and protracted litigation, creates a pathway for the Debtors to resolve certain of their financial difficulties, preserves the jobs of a substantial portion of the Debtors' employees by keeping all of their operating facilities operational, and, most importantly, allows for the continued care of their patients. In conjunction with the Motion, the Debtors have contemporaneously filed a motion asking the Court's approval of the Settlement Agreement with Landlord under Bankruptcy Rule 9019. Each motion is contingent on the other motion being approved by the Court. Under the Settlement Agreement, the parties agree that (i) the Debtors will transfer the Assets to the New Operator pursuant to the OTA, and (ii) the Effective Date of the Settlement Agreement will be the date upon which the later of the following will occur: (a) the order of the Court approving the Settlement Agreement becomes final and non-appealable, or (b) the Closing of the OTA (as defined in the OTA) will take place or occur. A material term of the Settlement Agreement requires the Debtors to transfer the Assets to the New Operator and; therefore, as required by Bankruptcy Code Sections 363 and 365, the Debtors file the Motion seeking the Court's approval. The Transferor is the operator of the Facility. The Transferor owns certain assets in connection with the operation of its Facility, and such assets are more particularly defined in the OTA as the "Assets." The New Operator desires to purchase from the Transferor the Assets related to the Facility. The New Operator has executed the OTA with respect to the Facility it is purchasing, subject to the Court's approval. The New Operator and the Transferor intend to transfer the Facility on the date which the New Operator receives its new operating license. The OTA has an outside date of May 1, 2019. As to the Facility, the Assets to be transferred under the OTA, specifically exclude (a) the accounts receivable, which are critical to the Debtors’ current operations and are needed to fund other creditor distributions under a proposed plan, and (b) any and all causes of action, claims, or rights of avoidance or recovery of any transfers or liens under chapter 5 of the Bankruptcy Code or applicable state law. Generally, the Assets include: a. All inventory, supplies, computers, software (to the extent permitted by applicable licensing agreements), and vehicles; b. At the New Operator's option, and subject to subsequent Court approval, any service contracts, licenses, and equipment leases for which Sabra or the New Operators will pay any cure amounts related to prepetition defaults; c. Subject to applicable regulatory and Court approval, any Medicare/Medicaid provider number and any associated numbers and any and all rights in any other third party payor programs; d. All charts, personnel records, property manuals, resident/patient charts and records, lists, and similar documents including employee manuals, training materials, policies, procedures and materials related thereto; e. Subject to subsequent Court approval, all existing agreements with residents, including agreements to hold residents' funds in trust; f. Subject to applicable regulatory and Court approval, all federal, state, or municipal licenses, certifications, certificates, approvals, permits, variances, waivers, provider agreements, and other authorizations certificates, to the extent assignable; g. All assignable equipment warranties in favor of the Transferor Debtors; h. All other assignable intangible property not enumerated in the OTA (including trade names) that are used by the Debtors in connection with the operation thereof; i. All Debtor trade names associated including the name of the facility as then known to the general public, and all goodwill associated therewith; and j. All telephone numbers used in connection with the operation of the facility, and all goodwill of the Debtor associated with the facilities. On the terms and subject to the conditions contained in the OTA, at the Closing, the New Operator will assume or otherwise be responsible for all liabilities and obligations under the Assets accruing or arising solely after the Closing, and the Debtors will have no liability for any such liabilities or obligations. Except for the Assumed Liabilities and cure amounts in association with any transferred contracts, the New Operator will not assume or be liable for any liability, obligation, debt, claim against, or contract of the Facility or the Debtors. The New Operator will execute new leases with the applicable landlord. As part of the consideration for the Settlement Agreement, the Transferor proposes to transfer the Assets to the New Operator and believes such transfer is in the best interests of the Debtors, their creditors, and the estates. The Debtors anticipate that any secured creditors will consent to the sale of the Transfer Portfolio pursuant to the OTA and Settlement Agreement. In addition, absent any objection to the Motion, all such secured creditors will be deemed to have consented to the relief requested. Accordingly, the Debtors ask that the Assets be transferred free and clear of any liens, claims, encumbrances or other interests, including, without limitation, any claims arising under doctrines of successor liability. Finally, the Debtors ask that any order approving the Motion be effective immediately, thereby waiving the 14-day stays imposed by Bankruptcy Rules 6004 and 6006. A copy of the OTA attached to the Motion is available for free at: http://bankrupt.com/misc/Senior_Care_582_Sales.pdf A hearing on the Motion is set for March 19, 2019 at 10:00 a.m. Objections, if any, must be filed at least four days in advance of the hearing date. The New Operator: CORSICANA NURSING OPERATIONS, LLC 306 West 7th Street, Suite 430 Fort Worth, TX 76102 Attn: Ryan C. Harrington, President The New Operator is represented by: Michael S. Blass, Esq. BROOUDE SMITH JENNINGS & MCGLINCHEY PC 309 West 7th Street, Suite 1100 Fort Worth, TX 76102 Attn: Kathryn D. McGlinchey, Esq. About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the United States Trustee for the Northern District of Texas appointed an official committee of unsecured creditors in the Chapter 11 Cases. SENIOR CARE: SCC Transferring Assets to Socorro Health ------------------------------------------------------ Senior Care Centers, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Texas Motion to (i) approve the operations transfer and surrender agreement ("OTA") by and between SCC Socorro, LLC ("Transferor") and Socorro Health Care, LLC ("New Operator"); and (ii) authorize the transfer of the certain assets and operations of the skilled nursing facility known as "Las Ventanas de Socorro," located at 10064 Alameda Avenue, Socorro, Texas ("Assets") from the Transferor to the New Operator pursuant to the OTA, free and clear of all claims and encumbrances. The Transferor is the operator of the Facility, pursuant to a Lease, dated May 19, 2014, as amended, between the Transferor and Socorro Health Realty, LLC ("Landlord"). On Jan. 31, 2019, the Court approved the Transferor's rejection of the Lease. In connection with the transfer of the Assets, the Debtors and the Landlord have negotiated a comprehensive agreement that resolves various disputed issues and obviates the need to engage in costly and protracted litigation, creates a pathway for the Debtors to resolve certain of their financial difficulties, preserves the jobs of a substantial portion of the Debtors' employees by keeping all of their operating facilities operational, and, most importantly, allows for the continued care of their patients. In conjunction with the Motion, the Debtors have contemporaneously filed a motion asking the Court's approval of the Settlement Agreement with Landlord under Bankruptcy Rule 9019. Each motion is contingent on the other motion being approved by the Court. Under the Settlement Agreement, the parties agree that (i) the Debtors will transfer the Assets to the New Operator pursuant to the OTA, and (ii) the Effective Date of the Settlement Agreement will be the date upon which the later of the following will occur: (a) the order of the Court approving the Settlement Agreement becomes final and non-appealable, or (b) the Closing of the OTA (as defined in the OTA) will take place or occur. A material term of the Settlement Agreement requires the Debtors to transfer the Assets to the New Operator and; therefore, as required by Bankruptcy Code Sections 363 and 365, the Debtors file the Motion seeking the Court's approval. The Transferor is the operator of the Facility. The Transferor owns certain assets in connection with the operation of its Facility, and such assets are more particularly defined in the OTA as the "Assets." The New Operator desires to purchase from the Transferor the Assets related to the Facility. The New Operator has executed the OTA with respect to the Facility it is purchasing, subject to the Court's approval. The New Operator and the Transferor intend to transfer the Facility on the date which the New Operator receives its new operating license. The OTA has an outside date of May 1, 2019. As to the Facility, the Assets to be transferred under the OTA, specifically exclude (a) the accounts receivable, which are critical to the Debtors’ current operations and are needed to fund other creditor distributions under a proposed plan, and (b) any and all causes of action, claims, or rights of avoidance or recovery of any transfers or liens under chapter 5 of the Bankruptcy Code or applicable state law. Generally, the Assets include: a. All inventory, supplies, computers, software (to the extent permitted by applicable licensing agreements), and vehicles; b. At the New Operator's option, and subject to subsequent Court approval, any service contracts, licenses, and equipment leases for which Sabra or the New Operators will pay any cure amounts related to prepetition defaults; c. Subject to applicable regulatory and Court approval, any Medicare/Medicaid provider number and any associated numbers and any and all rights in any other third party payor programs; d. All charts, personnel records, property manuals, resident/patient charts and records, lists, and similar documents including employee manuals, training materials, policies, procedures and materials related thereto; e. Subject to subsequent Court approval, all existing agreements with residents, including agreements to hold residents' funds in trust; f. Subject to applicable regulatory and Court approval, all federal, state, or municipal licenses, certifications, certificates, approvals, permits, variances, waivers, provider agreements, and other authorizations certificates, to the extent assignable; g. All assignable equipment warranties in favor of the Transferor Debtors; h. All other assignable intangible property not enumerated in the OTA (including trade names) that are used by the Debtors in connection with the operation thereof; i. All Debtor trade names associated including the name of the facility as then known to the general public, and all goodwill associated therewith; and j. All telephone numbers used in connection with the operation of the facility, and all goodwill of the Debtor associated with the facilities. On the terms and subject to the conditions contained in the OTA, at the Closing, the New Operator will assume or otherwise be responsible for all liabilities and obligations under the Assets accruing or arising solely after the Closing, and the Debtors will have no liability for any such liabilities or obligations. Except for the Assumed Liabilities and cure amounts in association with any transferred contracts, the New Operator will not assume or be liable for any liability, obligation, debt, claim against, or contract of the Transfer Portfolio facilities or the Debtors. In connection with the transfer of the Transfer Portfolio and as part of the consideration for the Settlement Agreement, the Debtors propose to execute a stipulation whereby the parties agree the Leases and Subleases are terminated. The New Operators will execute new leases with the applicable landlord. As part of the consideration for the Settlement Agreement, the Transferor proposes to transfer the Assets to the New Operator and believes such transfer is in the best interests of the Debtors, their creditors, and the estates. The Debtors anticipate that any secured creditors will consent to the sale of the Transfer Portfolio pursuant to the OTA and Settlement Agreement. In addition, absent any objection to the Motion, all such secured creditors will be deemed to have consented to the relief requested. Accordingly, the Debtors ask that the Assets be transferred free and clear of any liens, claims, encumbrances or other interests, including, without limitation, any claims arising under doctrines of successor liability. Finally, the Debtors ask that any order approving the Motion be effective immediately, thereby waiving the 14-day stays imposed by Bankruptcy Rules 6004 and 6006. A copy of the OTA attached to the Motion is available for free at: http://bankrupt.com/misc/Senior_Care_581_Sales.pdf A hearing on the Motion is set for March 19, 2019 at 10:00 a.m. Objections, if any, must be filed at least four days in advance of the hearing date. The New Operator: FUNDAMENTAL ADMINISTRATIVE SERVICES, LLC 920 Ridgebrook Road Sparks, MD 21152 Attn: FAS General Counsel The New Operator is represented by: Michael S. Blass, Esq. ARENT FOX LLP 1675 Broadway, 34th Floor New York, NY 10019 About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the United States Trustee for the Northern District of Texas appointed an official committee of unsecured creditors in the Chapter 11 cases. SENIOR CARE: Transferring 38 Facilities to New Operators -------------------------------------------------------- Senior Care Centers, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Texas Motion to (i) approve one or more operations transfer agreements ("OTAs") by certain Debtors and certain new operators; and (ii) authorize the sale of the assets and operations of 38 facilities identified on Exhibit B from the Debtor Transferors to the New Operators pursuant to the OTAs. Prior to the Chapter 11 Cases, certain of the Debtors as tenants and certain affiliates of Sabra Health Care REIT, Inc. as landlord executed leases and subleases regarding the 38 facilities listed on Exhibit B. Sabra contends that the Leases and Subleases were terminated prior to the Petition Date. The Debtors dispute the terminations. Consequently, on Dec. 19, 2018, Sabra filed an adversary proceeding, case number 18-03365, styled as the Plaintiffs' Original Complaint for Declaratory Judgment, which seeks a declaration that the Sabra Leases were terminated prepetition, such that: (a) each of the Debtor tenants is a holdover tenant at sufferance, (b) no Debtor tenant has a right to accept or reject the Sabra Leases under Bankruptcy Code section 365, and (c) no Debtor tenant has a right to cure defaults to reinstate the Sabra Leases. In connection with the transfer of the Transfer Portfolio, the Debtors and Sabra have negotiated a comprehensive agreement that resolves various disputed issues and obviates the need to engage in costly and protracted litigation, creates a pathway for the Debtors to resolve certain of their financial difficulties, preserves the jobs of a substantial portion of their employees by keeping all of their operating facilities operational, and, most importantly, allows for the continued care of the their patients. In conjunction with the Motion, the Debtors have contemporaneously filed a motion asking the Court's approval of the Settlement Agreement with Sabra. Each motion is contingent on the other motion being approved by the Court. Under the Settlement Agreement, the parties agree that (i) the Debtors will transfer the Transfer Portfolio, including the "Assets," to the New Operators pursuant to OTAs, and (ii) the Effective Date of the Settlement Agreement will be the date upon which the later of the following will occur: (a) the order of the Court approving the Settlement Agreement becomes final and non-appealable, or (b) the Closing of the OTA with respect to the last of the 38 Facilities will take place or occur. A material term of the Settlement Agreement requires the Debtors to transfer the Transfer Portfolio to New Operator(s) and; therefore, as required by Bankruptcy Code Sections 363 and 365, the Debtors file the Motion asking the Court's approval. The Debtor Transferors are operators of skilled Nursing facilities at locations listed on Exhibit B. Each Debtor Transferor owns certain assets in connection with the operation of its Facility, and such assets are more particularly defined in the OTA, as the "Assets." Each New Operator desires to purchase from the applicable Debtor Transferor the Assets related to the corresponding Facility set forth on Exhibit B. Each New Operator listed on Exhibit B has executed an OTA with respect to the Facility it is purchasing, subject to Bankruptcy Court approval. The New Operators and the Debtor Transferors intend to transfer at least 28 Facilities on April 1, 2019. If the closings do not occur on April 1, 2019, the next opportunity to complete the closings will be delayed until May 1, 2019. As to each Facility, the Assets to be transferred under the OTA specifically exclude (a) the accounts receivable, which are critical to the Debtors' current operations and are needed to fund other creditor distributions under a proposed plan, and (b) any and all causes of action, claims, or rights of avoidance or recovery of any transfers or liens under chapter 5 of the Bankruptcy Code or applicable state law. Generally, the Assets include: a. All inventory, supplies, computers, software (to the extent permitted by applicable licensing agreements), and vehicles; b. At the New Operator's option, and subject to subsequent Court approval, any service contracts, licenses, and equipment leases for which Sabra or the New Operators will pay any cure amounts related to prepetition defaults; c. Subject to applicable regulatory and Court approval, any Medicare/Medicaid provider number and any associated numbers and any and all rights in any other third party payor programs; d. All charts, personnel records, property manuals, resident/patient charts and records, lists, and similar documents including employee manuals, training materials, policies, procedures and materials related thereto; e. Subject to subsequent Court approval, all existing agreements with residents, including agreements to hold residents' funds in trust; f. Subject to applicable regulatory and Court approval, all federal, state, or municipal licenses, certifications, certificates, approvals, permits, variances, waivers, provider agreements, and other authorizations certificates, to the extent assignable; g. All assignable equipment warranties in favor of the Transferor Debtors; h. All other assignable intangible property not enumerated in the OTA (including trade names) that are used by the Debtors in connection with the operation thereof; i. All Debtor trade names associated including the name of the facility as then known to the general public, and all goodwill associated therewith; and j. All telephone numbers used in connection with the operation of the facility, and all goodwill of the Debtor associated with the facilities. On the terms and subject to the conditions contained in the OTA, at the Closing, the New Operators will assume or otherwise be responsible for all liabilities and obligations under the Assets accruing or arising solely after the Closing, and the Debtors will have no liability for any such liabilities or obligations. Except for the Assumed Liabilities and cure amounts in association with any transferred contracts, the New Operators will not assume or be liable for any liability, obligation, debt, claim against, or contract of the Transfer Portfolio facilities or the Debtors. In connection with the transfer of the Transfer Portfolio and as part of the consideration for the Settlement Agreement, the Debtors propose to execute a stipulation whereby the parties agree the Leases and Subleases are terminated. The New Operators will execute new leases with the applicable landlord. As part of the consideration for the Settlement Agreement, the Debtor Transferors propose to transfer the Assets to the New Operators and believe such transfer is in the best interests of the Debtors, their creditors, and the estates. The Debtors anticipate that any secured creditors will consent to the sale of the Transfer Portfolio pursuant to the OTA and Settlement Agreement. In addition, absent any objection to the Motion, all such secured creditors will be deemed to have consented to the relief requested. Accordingly, the Debtors request that the Assets be transferred free and clear of any liens, claims, encumbrances or other interests, including, without limitation, any claims arising under doctrines of successor liability. Finally, the Debtors ask that any order approving the Motion be effective immediately, thereby waiving the 14-day stays imposed by Bankruptcy Rules 6004 and 6006. A copy of the OTAs and the Exhibit B attached to the Motion is available for free at: http://bankrupt.com/misc/txnb18-33967-476.pdf A hearing on the Motion is set for March 19, 2019 at 10:00 a.m. Objections, if any, must be filed at least four days in advance of the hearing date. About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the United States Trustee for the Northern District of Texas appointed an official committee of unsecured creditors in the Chapter 11 Cases. SENIOR CARE: Windmill SCC Transferring Assets to JWJM, LLC ---------------------------------------------------------- Senior Care Centers, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Texas Motion to (i) approve the operations transfer and surrender agreement ("OTA") by and between Windmill SCC, LLC ("Transferor") and JWJM, LLC ("New Operator"); and (ii) authorize the transfer of the certain assets and operations of the skilled nursing facility known as "Windmill Nursing & Rehab Center," located at 507 Martin Luther King Jr. Blvd., Lubbock, Texas ("Assets") from the Transferor to the New Operator pursuant to the OTA, free and clear of all claims and encumbrances. The Transferor is the operator of the Facility, pursuant to a Lease, dated Aug. 26, 2011, as amended, between the Transferor and GB&P Lubbock, Ltd. ("Landlord"). On Jan. 31, 2019, the Court approved the Transferor's rejection of the Lease. In connection with the transfer of the Assets, the Debtors and the Landlord have negotiated a comprehensive agreement that resolves various disputed issues and obviates the need to engage in costly and protracted litigation, creates a pathway for the Debtors to resolve certain of their financial difficulties, preserves the jobs of a substantial portion of the Debtors' employees by keeping all of their operating facilities operational, and, most importantly, allows for the continued care of their patients. In conjunction with the Motion, the Debtors have contemporaneously filed a motion asking the Court's approval of the Settlement Agreement with Landlord under Bankruptcy Rule 9019. Each motion is contingent on the other motion being approved by the Court. Under the Settlement Agreement, the parties agree that (i) the Debtors will transfer the Assets to the New Operator pursuant to the OTA, and (ii) the Effective Date of the Settlement Agreement will be the date upon which the later of the following will occur: (a) the order of the Court approving the Settlement Agreement becomes final and non-appealable, or (b) the Closing of the OTA (as defined in the OTA) will take place or occur. A material term of the Settlement Agreement requires the Debtors to transfer the Assets to the New Operator and; therefore, as required by Bankruptcy Code Sections 363 and 365, the Debtors file the Motion seeking the Court's approval. The Transferor is the operator of the Facility. The Transferor owns certain assets in connection with the operation of its Facility, and such assets are more particularly defined in the OTA as the "Assets." The New Operator desires to purchase from the Transferor the Assets related to the Facility. The New Operator has executed the OTA with respect to the Facility it is purchasing, subject to the Court's approval. The New Operator and the Transferor intend to transfer the Facility on the date which the New Operator receives its new operating license. The OTA has an outside date of May 1, 2019. As to the Facility, the Assets to be transferred under the OTA, specifically exclude (a) the accounts receivable, which are critical to the Debtors’ current operations and are needed to fund other creditor distributions under a proposed plan, and (b) any and all causes of action, claims, or rights of avoidance or recovery of any transfers or liens under chapter 5 of the Bankruptcy Code or applicable state law. Generally, the Assets include: a. All inventory, supplies, computers, software (to the extent permitted by applicable licensing agreements), and vehicles; b. At the New Operator's option, and subject to subsequent Court approval, any service contracts, licenses, and equipment leases for which Sabra or the New Operators will pay any cure amounts related to prepetition defaults; c. Subject to applicable regulatory and Court approval, any Medicare/Medicaid provider number and any associated numbers and any and all rights in any other third party payor programs; d. All charts, personnel records, property manuals, resident/patient charts and records, lists, and similar documents including employee manuals, training materials, policies, procedures and materials related thereto; e. Subject to subsequent Court approval, all existing agreements with residents, including agreements to hold residents' funds in trust; f. Subject to applicable regulatory and Court approval, all federal, state, or municipal licenses, certifications, certificates, approvals, permits, variances, waivers, provider agreements, and other authorizations certificates, to the extent assignable; g. All assignable equipment warranties in favor of the Transferor Debtors; h. All other assignable intangible property not enumerated in the OTA (including trade names) that are used by the Debtors in connection with the operation thereof; i. All Debtor trade names associated including the name of the facility as then known to the general public, and all goodwill associated therewith; and j. All telephone numbers used in connection with the operation of the facility, and all goodwill of the Debtor associated with the facilities. On the terms and subject to the conditions contained in the OTA, at the Closing, the New Operator will assume or otherwise be responsible for all liabilities and obligations under the Assets accruing or arising solely after the Closing, and the Debtors will have no liability for any such liabilities or obligations. Except for the Assumed Liabilities and cure amounts in association with any transferred contracts, the New Operator will not assume or be liable for any liability, obligation, debt, claim against, or contract of the Facility or the Debtors. The New Operator will execute new leases with the applicable landlord. As part of the consideration for the Settlement Agreement, the Transferor proposes to transfer the Assets to the New Operator and believes such transfer is in the best interests of the Debtors, their creditors, and the estates. The Debtors anticipate that any secured creditors will consent to the sale of the Transfer Portfolio pursuant to the OTA and Settlement Agreement. In addition, absent any objection to the Motion, all such secured creditors will be deemed to have consented to the relief requested. Accordingly, the Debtors ask that the Assets be transferred free and clear of any liens, claims, encumbrances or other interests, including, without limitation, any claims arising under doctrines of successor liability. Finally, the Debtors ask that any order approving the Motion be effective immediately, thereby waiving the 14-day stays imposed by Bankruptcy Rules 6004 and 6006. A copy of the OTA attached to the Motion is available for free at: http://bankrupt.com/misc/Senior_Care_584_Sales.pdf A hearing on the Motion is set for March 19, 2019 at 10:00 a.m. Objections, if any, must be filed at least four days in advance of the hearing date. The New Operator: JWJM, LLC 219 Sam Bass Road Willow Park, TX 76087 The New Operator is represented by: Jeffrey E. Ritter, Esq. MULLIN HOARD & BROWN, LLP 2301 Broadway St. P. O. Box 31656 Amarillo, TX 79120-1656 About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the United States Trustee for the Northern District of Texas appointed an official committee of unsecured creditors in the Chapter 11 Cases. SERES THERAPEUTICS: PwC LLP Raises Going Concern Doubt ------------------------------------------------------ Seres Therapeutics, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $98,942,000 on $28,267,000 of total revenue for the year ended Dec. 31, 2018, compared to a net loss of $89,380,000 on $32,100,000 of total revenue for the year ended in 2017. The audit report of PricewaterhouseCoopers LLP states that the Company has incurred losses and negative cash flows from operations since its inception, which raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $120,472,000, total liabilities of $168,517,000, and a total stockholders' deficit of $48,045,000. A copy of the Form 10-K is available at: https://bit.ly/2Og5g1i Seres Therapeutics, Inc., a microbiome therapeutics platform company, engages in developing biological drugs designed to restore health by repairing the function of a dysbiotic microbiome. Seres Therapeutics was founded in 2010 and is headquartered in Cambridge, Massachusetts. SHIRLEY MCCLURE: Trustee Selling Claims in Tidus Suit for $100K --------------------------------------------------------------- John P. Reitman, as Chapter 11 Trustee for the bankruptcy estate of Shirley Foose McClure, asks the U.S. Bankruptcy Court for the Central District of California to authorize and approved (i) the Settlement and Claims Purchase Agreement with Defendants Jeffrey A. Tidus, Mark D. Baute, Robert M. Gilchrest, Baute & Tidus LLP; and Todd C. Ringstad and Ringstad & Sanders LLP; and (2) the sale of the Estate's claims in McClure v. Tidus, Case No. BC443404, pending before the Los Angeles Superior Court, to the Defendants $100,000, subject to overbid. A hearing on the Motion is set for March 26, 2019 at 10:00 a.m. On Feb. 28, 2018, the Trustee filed his motion for an order approving his settlement of the Estate's claims against the defendants named in McClure v. Litt, pending before the Los Angeles Superior Court as Case No. BC 393584. On Oct. 23, 2018, the Court entered its Memorandum of Opinion granting the Litt Settlement Motion. On Nov. 21, 2018, the Debtor filed a motion for reconsideration of the Litt Settlement Order, and multiple related pleadings during the days following. On Dec. 13, 1018, the Court continued that hearing to Jan. 29, 2019. That hearing was continued to Feb. 12, 2019, and subsequently to March 5, 2019. By the instant Motion, the Trustee asks an order of the Court authorizing and approving his settlement of the sole remaining litigation claims of the Estate, other than those in the Litt Settlement that are subject to the Debtor's motion for reconsideration of the Litt Settlement Order. Prior to the appointment of the Trustee, the Debtor retained The Farley Law Firm to represent the Estate in both the Tidus Action and the Litt Action, with Rhys Boyd-Farrell as the attorney at that firm principally responsible for the representation. The Estate continued the retention of The Farley Firm after the Trustee's appointment. After his appointment, the Trustee consulted extensively with Mr. Boyd-Farrell concerning the Estate's claims in the case and litigation strategy. The Trustee was concerned that success in the case during discovery and ultimately in any trial was dependent to a significant degree on the Debtor's being able to testify credibly, or (as a consequence of her health issues) at all. In early December 2016, Baute and Ringstad each simultaneously brought a motion for summary judgment and summary adjudication in the Tidus Action. Following a hearing before the State Court on Jan. 6, 2017, both summary judgment motions were denied as to the Debtor's claims relating to the alleged malpractice in the bankruptcy court relating to Litt's Fee Motion. The Court granted summary adjudication with regard to the Debtor's argument that Tidus was negligent in regard to seeking leave to amend the pleading in the Litt Action to include additional theories of liability against Litt. In April 2017 the Trustee instructed Mr. Boyd-Farell to prepare a formal demand for settlement, which was transmitted to the Defendants on May 1, 2017. The Defendants did not respond to the Settlement Demand. In July 2017, Mr. Boyd-Farrell informed the Trustee that he would be leaving The Farley Law Firm to take up an in-house position in San Francisco. The Farley Law Firm declined to continue its representation of the Estate after Mr. Boyd-Farrell's departure and on Aug. 4, 2017, it filed motions to be relieved as counsel in each of the Litt Action and the Tidus Action. The Trustee continued his search for suitable replacement counsel for The Farley Law Firm, without success. While continuing his search for replacement counsel, the Trustee, through his bankruptcy counsel, began discussions with the Defendants to explore settlement. As a result of those negotiations, an agreement in principle was reached between the parties to settle the Estate's claims in the Tidus Action in late April 2018. On March 5, 2018, the Debtor filed her motion to compel the Trustee to abandon the Tidus Action claims to her. The Tidus Settlement Agreement was executed on Oct. 17, 2018, and the required deposit was fully paid to the Trustee on Dec. 3, 2018. In general, the Tidus Settlement Agreement calls for the Trustee to sell the Estate's claims in the Tidus Action to the Defendants for $100,000, subject to overbid and court approval. The agreement requires the Defendants to pay the Trustee a deposit in the amount of $20,000, provides that the sale will be in accordance with overbid procedures approved by the Court, provided, however, that any overbidder must pay a deposit in a similar amount in order to be a qualified bidder and that the minimum amount of any initial overbid must be at least $105,000. In the event that the Defendants are not the successful bidder, they may, at their sole option, become the back-up bidder in the event that the successful bidder defaults. The Initial Deposit will be refunded to any qualified bidder that is not the successful bidder, provided that, in the event that the successful bidder defaults, its Initial Deposit will be deemed forfeited to the Estate. If the Defendants are the successful bidder, the agreement provides that five business days after the Trustee receives the Settlement Consideration, the Trustee will file a dismissal of the Estate's claims in the Tidus Action, with prejudice, with the parties to bear their respective costs. If the State Court does not enter the dismissal, the agreement will be null and void. If the Defendants are not the successful bidder, then the Trustee will, within five business days of receiving the Settlement Consideration from the successful bidder, assign the Estate's claims in the Tidus Action to the successful bidder, without warranty as to their assignability. The Tidus Settlement Agreement further provides for mutual general releases between the Trustee and the Defendants, effective as of the effective date of the agreement. It further contains a choice of law and forum clause, pursuant to which the parties agree that any action to enforce the Tidus Settlement Agreement will be brought in the Court and will be subject to California law, except to the extent that federal law, including federal bankruptcy law, applies. In exercising his business judgment concerning the Tidus Settlement Agreement, the Trustee also considered the fact that the Litt Fee Order was the subject of a motion for reconsideration, which was denied, and appeals by the Debtor to the District Court and to the Ninth Circuit, both of which affirmed it, raising doubt that it can be successfully shown that the Debtor was damaged by any deficiencies there may have been in the Defendants’ representation of the Debtor in connection with that order before the Court. In this regard, the Trustee has also considered a possible defense available to the Defendants that the Debtor failed to mitigate her damages by refusing an offer by Litt to limit their fees to $9 million in accordance with the 2006 Agreement, which would result in a claim for damages equal to the approximate amount of Litt's secured claim in the Bankruptcy Case of $1.1 million. If this defense were successful, then even if attorneys’ fees and costs were added to this amount, it would be very much less than the $10 million in claims alleged by the Debtor in her Motion to Abandon, a potential recovery that would not warrant the expense to the Estate of a complex and uncertain trial. There are significant risks associated with prosecuting the Estate's claims in the Tidus Action through trial. By the Motion, the Trustee asks an order of the Court approving the Tidus Settlement Agreement under Fed. R. Bankr. P. 9019 and authorizing the sale of the Estate's claims in the Tidus Action to Defendants free and clear of liens, claims and encumbrances, subject to overbid. The Trustee asks approval of the following bidding procedures: (1) To qualify as an over bidder, a party interested in bidding must, no later than 4:00 p.m. on March 22, 2019, (a) deliver to the Trustee’s counsel a completed and signed copy of the overbid form, making a binding offer to purchase the Estate’s claims in the Tidus Action of no less than $105,000; (b) deliver to the Trustee a deposit in the amount of at least $20,000 in the form of a cashier's or certified bank check payable to the Trustee; and (c) provide to the Trustee's counsel information sufficient to demonstrate to the reasonable satisfaction of the Trustee that the proposed over bidder has the financial ability to complete the sale on the terms specified in the Overbid Form. The Trustee will notify bidders whether they have qualified to bid at the auction within two business days after receipt by the Trustee of the Bid Package; (2) All Qualified Bidders must appear, telephonically or in person, at the hearing on the Motion, at 10:00 a.m. on March 26, 2019, in Courtroom 303, United States Bankruptcy Court, 21041 Burbank Boulevard, Woodland Hills, California 91367; (3) At the hearing on the Motion, the Court will designate the successful bidder for the Estate's claims in the Tidus Action; (4) If multiple parties have qualified as Qualified Bidders prior to the hearing on the Motion, an auction will be conducted by the Court or by the Trustee at the hearing, or by the Trustee in a conference room in the courthouse identified in open court at the sale hearing, at which the opening bid will be the Initial Overbid Amount and the opening bidder will be the first party who qualified as a Qualified Bidder, with each subsequent bid being at least $5,000 greater than the prior bid; (5) The winning bidder at the auction will be the party that submits the bid that the Trustee determines, in the reasonable exercise of his discretion and with the approval of the Court, to be the highest and best bid for the Estate's claims in the Tidus Action; (6) At the hearing on the Motion, if the Trustee so requests, the Court may also designate a back-up bidder for the Estate's claims in the Tidus Action, which will be (a) if only one overbid is received, the Defendants, and (b) if more than one overbid s received, the Qualified Bidder who submits the next highest and best bid, as determined by the Trustee, after the winning bid submitted by the Successful Bidder; (7) The closing date of the sale to the Successful Bidder will be a date to which the Trustee and the Successful Bidder agree in writing, but in no event more than 14 days after entry of the order granting the Motion; and (8) If the sale to the Successful Bidder does not close within 14 days after entry of the order granting the Motion, for any reason other than the fault of the Trustee, the Trustee may retain the entire deposit amount submitted by the Successful Bidder without recourse by such bidder. The Trustee asks that the Court authorizes him to take all steps necessary or that he reasonably deems appropriate to complete the sale of the Estate's claims in the Tidus Action to the Successful Bidder or, if the Successful Bidder does not close within 14 days after the order approving such sale is entered by the Court and the Trustee elects to terminate the sale to the Successful Bidder, to the Back-Up Bidder, if any. He is not aware of any liens, claims or interests encumbering the Estate's claims in the Tidus Action. Nonetheless, the Trustee also requests that the Court order that the sale of such claims will be free and clear of any and all liens, claims and interests, whether or not of record, with all liens, claims and interests (if any) in such claims to attach to the net sale proceeds. Finally, the Trustee asks that the Court waives the 14-day stay on the effectiveness of an order authorizing the sale of estate property imposed by Fed. R. Bankr. P. 6004(h). A copy of the Settlement attached to the Motion is available for free at: http://bankrupt.com/misc/Shirley_McClure_1604_Sales.pdf Ringstad can be reached at: Todd C. Ringstad, Esq. 4343 Von Karman Avenue Suite 300 Newport Beach, CA 92660 E-mail: rodd@ringstadlaw.com Ringstand is represented by: Desmond J. Hinds, Esq. HINSHAW & CULBERTSON, LLP 11601 Wilshire Blvd., Suite 8100 Los Angeles, CA 90025 About Shirley Foose McClure Shirley Foose McClure commenced a bankruptcy case by filing her voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 13-10386) on Dec. 21, 2012. The Debtor's estate is currently comprised of her interest in parcels of real property in Southern California and Maui, cash and claims asserted in two lawsuits against attorneys who formerly represented her. On July 12, 2016, the Court entered an order directing the Office of the U.S. Trustee to appoint a chapter 11 trustee. On Aug. 3, 2016, the Court entered its order approving the U.S. Trustee's appointment of John P. Reitman as the trustee. LANDAU GOTTFRIED & BERGER LLP is the Trustee's counsel. SLANE MARINE: Full Payment for Unsecureds Under Trustee's Plan -------------------------------------------------------------- Chapter 11 Trustee James C. Lanik filed a disclosure statement with respect to a plan of reorganization for Debtor Slane Marine Inc. dated March 15, 2019. The Debtor was founded in February 1986 with its corporate offices in High Point, North Carolina. Prior to the Petition Date, the Debtor refurbished and repaired existing sport fishing boats, primarily Hatteras boats, and other watercraft. In the few years prior to the Petition Date, the Debtor also designed and began construction of its own 62' sport fishing boat. The Debtor's business suffered primarily because of a dispute with the customer for whom the Debtor was building the 62. On Feb. 1, 2017, the Debtor filed a petition under Chapter 7 of the Bankruptcy Code. The Chapter 7 Trustee attempted to market and sell certain of the Debtor's assets. The Debtor converted to Chapter 11 on May 22, 2018 in an effort to reorganize its business so as to continue its operations. The Trustee's Plan is a plan of reorganization, pursuant to which the net proceeds of the funds received from the sale of certain of the Debtor's assets will be distributed, first to holders of Administrative and Priority Claims in accordance with the scheme of priorities set forth in the Bankruptcy Code, and thereafter to holders of Claims in Classes 2 and 4. Holders of Interests are not receiving any distribution under the Plan. The Class 2 General Unsecured Claims are Impaired, in that the Debtor/Trustee will attempt to sell sufficient of the Debtor's assets to as to pay the principal amounts of the General Unsecured Claims in full, without interest, within 180 days from the Effective Date. The Class 3 Claim of Alex Chervinsky is impaired as it treats his Claim generally according to the previously agreed, but not approved Settlement Agreement between the Trustee and Mr. Chervinsky. The primary difference in treatment under the Plan is that such treatment includes a release of the Debtor, where the Settlement Agreement did not include such a release. The Trustee believes the Plan is feasible because all of the Debtor's remaining assets will be distributed to Creditors pursuant to the terms of the Plan and, provided the Plan is confirmed and consummated, the estates will no longer exist to be subject to future reorganization or liquidation. A copy of the Disclosure Statement is available at http://tinyurl.com/y2bkfqkjfrom Pacermonitor.com at no charge. About Slane Marine Slane Marine, Inc., sought protection under Chapter 7 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-10124) on Feb. 1, 2017, estimating $1 million to $10 million in assets and debt. The Debtor tapped Bryant T. Aldridge, Jr., as counsel. The Hon. Benjamin A. Kahn, the case judge, in May 2018, ordered the conversion of the case to a Chapter 11 case. James C. Lanik was appointed as Chapter 11 trustee by order entered on May 23, 2018. Edward P. Bowers, CPA, at Middleswarth Bowers & Co is the Trustee's accountant. SLM CORP: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) of SLM Corporation (SLM) and Sallie Mae Bank at 'BB+'. Fitch has also affirmed the Viability Ratings for SLM and Sallie Mae Bank at 'bb+' and the senior unsecured debt rating and preferred stock rating of SLM at 'BB+ and 'B+', respectively. The Rating Outlook is Stable. KEY RATING DRIVERS- IDRs, VRs AND SENIOR DEBT The ratings reflect SLM's solid asset quality and stable credit performance, sufficient levels of capital and liquidity, improved core operating performance driven by scale driven cost efficiencies and net interest margin (NIM) expansion, and leading market position in the U.S. private education loan industry. Rating constraints include SLM's monoline business model and heavy reliance on net interest income, the duration mismatch between demand deposits and longer-term student loans, and the sensitivity and stability of the deposit base to rising interest rates. SLM's loan origination growth accelerated to 11% in 2018 from 3% in 2017, given growth from new product launches and an increase in average loan balances. However, period-end private education loan growth slowed to roughly 18% in 2018 from 22% in 2017. Period end loan growth has been negatively impacted over the past few years from the growth of the personal education loan consolidation market. In 2018, nearly $1 billion in loans were refinanced away from SLM; a 57% increase from the prior year. Management indicated that it expects refinance volume to increase to $1.25 billion in 2019. Negative ratings pressure could occur should loans being refinanced away from SLM remain elevated for a sustained period, negatively impacting SLM's earnings and credit performance. The company launched personal installment loans under the Sallie Mae brand in 2018, originating $1.2 billion of loans, which represented roughly 5% of SLM's loan portfolio (excluding FFELP loans) at year-end. These loans produce higher yields than private education loans, but are also expected to produce higher credit losses. Fitch expects SLM's growth in the personal installment loan product to be measured, and to remain below 10% of its portfolio over the outlook horizon. The company is also planning to launch a credit card product later this year, which should also remain a relatively small portion of the portfolio. Fitch views the diversification of SLM's portfolio favorably to the extent it reduces student loan concentration and improves earnings stability, although the new product launches create additional execution risk. Asset quality was solid in 2018 even as the portfolio continued to season and a larger percentage of loans entered repayment. At Dec. 31, 2018, 44% of the private education loan portfolio was in full principal and interest repayment; up from 40% a year ago. Fitch estimates charge-offs as a percentage of loans in full principal and interest repayment declined to 1.23% in 2018 from 1.83% in 2017. Reserve coverage remained solid, at 2.1x trailing twelve-month (TTM) charge-offs. However, both forbearance and troubled debt restructurings (TDRs) as a percentage of loans in repayment rose to 3.8% and 8.6% at YE18 from 3.7% and 8.1%, respectively at YE17, implying credit performance could weaken in coming months. The charge-off rate on personal installment loans was 2.1% in 2018, although losses are expected to trend higher as the loans season. The allowance coverage of personal installment loans was 5.2% of loans at year-end, or 3.3x net charge-offs. Fitch expects SLM's credit performance to weaken from current levels as its loan portfolio seasons and a larger proportion private education loans enter full principal repayment, particularly if the U.S. economic outlook moderates from recent levels. Profitability benefitted in 2018 from further NIM expansion, continued operating expense efficiency, and a lower tax rate. SLM's NIM increased to 6.1% in 2018 from 5.9% in 2017, aided by the Federal Reserve's (Fed) interest rate increases throughout 2018 coupled with SLM's largely variable-rate loan portfolio, and the growth in personal installment loans, which carry higher yields than private education loans. Deposit betas, while rising throughout the year, remained within Fitch's expectations on a cumulative basis and were aided by term CDs that represented roughly half of SLM's deposits at Dec. 31, 2018, which will reprice over time. Going forward, the stability of SLM's NIM will be heavily dependent on its deposit beta and its loan portfolio mix. The company's non-GAAP operating expense efficiency ratio was relatively stable in 2018 (excluding the effect of the Tax Act in 2017), at 38.3%, down 1 basis point (bps) from 2017. However, the company incurred $44 million of costs in 2018 (8% of total operating expenses) related to its business diversification efforts and technology infrastructure migration to the cloud, which are not expected to be recurring in nature. Consequently, management expects its non-GAAP operating expense efficiency ratio to decline to between 35%-36% in 2019. SLM's capitalization levels improved in 2018 as a result of the moderation in loan growth and strong earnings growth. SLM's common equity Tier 1 (CET1) ratio improved to 12.1% at the end of 2018 compared to 11.9% at the end of 2017. However, the initiation of shareholder distributions in 2019 and the implementation of the CECL accounting standard in 2020 are expected to place near-term pressure on SLM's regulatory capital ratios. In January 2019, SLM announced that it would initiate a $0.03 per share quarterly dividend and a $200 million share repurchase program that it expects to complete in 2019. Fitch estimates that the dividend and share repurchases equate to a roughly 50% payout ratio based on management's projected earnings in 2019. While the payout ratio is below bank peers, SLM requires more capital than most of its peers in order to support loan growth. The company expects to implement the CECL accounting standard in January 2020. Management estimates that its Tier 1 risk-based capital ratio will decline to 11.4% at the end of 2020, a 100 basis point decline from the ratio it would have had on a pre-CECL basis. Conversely, it estimates its loan loss reserve as a percentage of loans would increase to 7.2% from 1.9% on a pre-CECL basis. Bank regulators have indicated that they will allow a three-year phase in for CECL for regulatory capital purposes, so the impact in 2020 is muted from a regulatory capital standpoint, and enables SLM to remain well above the minimum standard of 8% for well-capitalized institutions. Fitch expects SLM to moderate share repurchases after 2019 to maintain an adequate cushion above its regulatory capital requirements as CECL is phased in. When adding the post-CECL loan loss reserve to the GAAP equity forecast, management estimates the ratio of combined equity and loss reserves to risk-weighted assets would increase to 15.3% at the end of 2020 from 14.1% pre-CECL. Fitch believes the implementation of CECL creates additional capital cushion to absorb losses for certain regulated banks, which if sustained with no meaningful change in asset quality, would be viewed favorably and could result in positive ratings momentum. Although SLM has diversified its funding profile over the past couple of years, it remains a ratings constraint. SLM continues to target a funding mix of 80% deposits and 20% securitization, and was relatively close to this mix at YE18, with 82% of funding from deposits and 18% from securitization/unsecured debt. The majority of SLM's deposits are brokered (53%), which are more price sensitive than traditional retail deposits. Fitch also believes that the duration of brokered deposits does not align as well with student loan assets as securitizations and unsecured debt, particularly during periods of rising interest rates. Although the company does enter into swaps to hedge a portion of the repricing risk, Fitch views SLM's deposit franchise as weaker than some of its online bank and regional bank peers. The Stable Outlook reflects the expectation that SLM's credit performance will be consistent with management's cumulative loss forecasts through the cycle. The Outlook also reflects expectations for further moderation of loan growth and stabilization of capital ratios (excluding the effects of CECL in 2020), measured growth in personal instalment loans and credit cards, consistent profitability, and the maintenance of its leading competitive position in private education lending over the Outlook horizon. SUPPORT RATING AND SUPPORT RATING FLOOR SLM has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, SLM is not systemically important, and therefore the probability of sovereign support is unlikely. SLM's IDRs and VRs do not incorporate any support. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Fitch's 'B+' rating on the series B preferred shares reflect their linkage to the IDRs. The notching reflects the subordinated payment priority and weaker recovery prospects for these instruments, in accordance with Fitch's "Global Bank Rating Criteria". The series B preferred shares are rated three notches below the VR, reflecting the instrument's non-performance and relative loss severity risk profile in addition to their non-cumulative nature. DEPOSIT RATINGS Sallie Mae Bank's uninsured long-term deposit ratings are rated one-notch higher than SLM's Long-Term IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. RATING SENSITIVITIES - IDRs AND SENIOR DEBT Positive ratings momentum could be driven by an improvement in the company's funding profile, with a de-emphasis on brokered deposits in relation to retail deposits and unsecured debt, or the demonstration of deposit flow resiliency and pricing discipline on its deposits through a full interest rate cycle. Positive momentum could also be supported by more meaningful revenue diversification and higher capital levels without a material alteration in the company's credit risk profile. Ratings could be negatively impacted by rapid asset growth relative to SLM's capital and servicing capacity, meaningful deterioration in portfolio credit quality, a weakening funding profile, a material change in strategic objectives and priorities, such as rapid expansion into other areas of consumer lending, or increased political uncertainty pertaining to the student loan industry. Negative ratings momentum could also be driven by significant erosion in the importance of the school financial aid office channel for student loan originations that could be detrimental to SLM's franchise, or further increases in loans being refinanced from SLM that result in meaningful margin pressure and/or weaker credit performance for the company. SUPPORT RATING AND SUPPORT RATING FLOOR Since SLM's Support Rating and Support Rating Floor are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The preferred stock ratings are sensitive to any changes in SLM's VR and would be expected to move in tandem. DEPOSIT RATINGS The long- and short-term deposit ratings are sensitive to any change in SLM's Long- and Short-Term IDRs and would be expected to move in tandem. Fitch has affirmed the following ratings: SLM Corporation -- Long-Term IDR at 'BB+'; -- Short-Term IDR at 'B'; -- Support Rating at '5'; -- Support Rating Floor at 'NF'; -- Viability Rating (VR) at 'bb+'; -- Senior Unsecured Debt at 'BB+'; -- Series B Preferred Stock at 'B+'. Sallie Mae Bank -- Long-Term IDR at 'BB+'; -- Short-Term IDR at 'B'; -- Support Rating at '5'; -- Support Rating Floor at 'NF'; -- VR at 'bb+'; -- Long-term Deposits at 'BBB-'; -- Short-term Deposits at 'F3'. The Rating Outlook is Stable. SOUTH TEXAS INNOVATIONS: Unsecureds' Recovery Unknown Under Plan ---------------------------------------------------------------- South Texas Innovations, LLC, filed a Chapter 11 Plan and accompanying Disclosure Statement. Class 3: General Unsecured Claims Class 3 is comprised of all Allowed General Unsecured Claims against the Debtor. Based on the claims register and the schedules, the Debtor has unsecured claims of approximately $10 Million. This number may not include all tort claims, unliquidated claims or claims for litigation damages. It is expected that a significant number of unsecured proofs of claim may be the subject to objection. The Debtor is unable to predict the outcome of any anticipated claim objections that may be filed due to pending objections and adversary proceedings. Under the Plan, each unsecured creditor of the Debtors shall receive a beneficial interest in the Litigation Trust, and will receive the net proceeds of the Litigation Trust pro-rata. The Plan and the Litigation Trust Agreement should be consulted for details. Class 1: Secured Claim of Woodforest National Bank that asserts a lien on the Debtor's assets for for approximately $7 million. Under the Plan, all Secured Claims will retain their rights in their collateral, and will be paid pursuant to the terms of the Litigation Trust. Woodforest National Bank is the only secured creditor, asserting a lien against all of the Debtor's assets. The Debtor currently has approximately $61,000.00 on hand, with the remainder of assets in receivables and claims on completed jobs. The claims include bond and lien claims on several of the projects. On the Effective Date, the Litigation Trust shall be created. The Litigation Trust shall be governed by the Litigation Trust Agreement, the Plan and the Confirmation Order. A full-text copy of the Disclosure Statement dated March 18, 2019, is available at http://tinyurl.com/y5hpvmnmfrom PacerMonitor.com at no charge. About South Texas Innovations Creditors Titan Formwork Systems LLC, Superior Crushed Stone LC and T-Star Sawing & Drilling LLC filed a Chapter 7 involuntary petition (Bankr. S.D. Texas Case No. 18-34245) against South Texas Innovations LLC on Aug. 3, 2018. The creditors are represented by Lisa M. Norman, Esq. On November 1, 2018, the Chapter 7 case was converted to one under Chapter 11 (Bankr. S.D. Texas Case No. 18-34245). The case has been assigned to Judge David R. Jones. The Debtor tapped Walker & Patterson, P.C. as its legal counsel. SOUTHCROSS ENERGY: NYSE Files Form 25 with the SEC -------------------------------------------------- The New York Stock Exchange LLC has filed a Form 25-NSE with the Securities and Exchange Commission notifying the SEC of its intention to remove the common units representing limited partner interests of Southcross Energy Partners, L.P. from listing and registration on the Exchange at the opening of business on April 1, 2019, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the common units are no longer suitable for continued listing and trading on the Exchange. The Exchange has determined that the Company is no longer suitable for listing based on an average closing price of less than $1.00 over a consecutive 30 trading-day period and failure to cure this non-compliance within the required timeframe, pursuant to Section 802.01C of the Listed Company Manual. On Feb. 27, 2019, the Exchange determined that the common units of the Company should be suspended from trading, and directed the preparation and filing with the Commission of this application for the removal of the common units from listing and registration on the Exchange. The Company was notified by phone and by letter on Feb. 27, 2019. Pursuant to the above authorization, a press release regarding the proposed delisting was issued and posted on the Exchange's website on Feb. 27, 2019. Trading in the common units was suspended after market closed on Feb. 27, 2019. The Company had a right to appeal to a Committee of the Board of Directors of the Exchange the determination to delist the common units, provided that it filed a written request for such a review with the Secretary of the Exchange within ten business days of receiving notice of the delisting determination. The Company did not file such request within the specified time period. Consequently, all conditions precedent under SEC Rule 12d2-2(b) to the filing of this application have been satisfied. About Southcross Energy Southcross Energy Partners, L.P. -- http://www.southcrossenergy.com/-- is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services. It also sources, purchases, transports and sells natural gas and NGL. Its assets are located in South Texas, Mississippi and Alabama and include two gas processing plants, one fractionation plant and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross is headquartered in Dallas, Texas. As of Sept. 30, 2018, the Company had $1.05 billion in total assets, $604.7 million in total liabilities, and $454.4 million in total partners' capital. Southcross Energy incurred a net loss attributable to partners of $67.65 million in 2017, following a net loss attributable to partners of $94.99 million in 2016. * * * In January 2019, S&P Global Ratings withdrew its 'CCC-' long-term issuer credit rating on Southcross Energy Partners L.P. and its 'CCC-' issue-level rating and '3' recovery rating on the partnership's senior secured debt at the partnership's request. At the time of the withdrawal, S&P's outlook on the partnership was negative. In December 2018,Moody's Investors Service downgraded Southcross Energy's Corporate Family Rating to Caa3 from Caa2, Probability of Default Rating to Ca-PD from Caa2-PD, and senior secured term loan rating to Caa3 from Caa2. SQLC SENIOR LIVING: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The Office of the U.S. Trustee on March 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of SQLC Senior Living Center at Corpus Christi, Inc. About SQLC Senior Living Center SQLC Senior Living Center at Corpus Christi, Inc., dba Mirador, is a Texas non-profit corporation that owns and operates a 228-unit continuing care retirement community comprised of 271,455 square feet of developed property on approximately 17 acres of land which opened in June 2011. As of Jan. 1, 2019, the Company employs 183 people. Mirador offers seniors a full continuum of care in one centralized campus-style setting throughout the aging process. SQLC Senior Living Center filed for bankruptcy on February 8, 2019 (Bankr. S.D. Texas, Case No. 19-20063). The petition was signed by Louis E. Robichaux IV, chief restructuring officer. Hon. David R. Jones presides over the case. As of the Petition Date, the Debtor had total assets of $53 million and total liabilities of $118 million. Demetra L. Liggins, Esq., of Thompson & Knight LLP represents the Debtor. Ankura Consulting, LLC serves as restructuring advisors to the Debtor; Larx Advisors, Inc. as financial advisors; Cushman & Wakefield U.S., Inc. as real estate agent; and Epiq Corporate Restructuring, LLC, as claims & noticing agent. SUNESIS PHARMACEUTICALS: Ernst & Young Raises Going Concern Doubt ----------------------------------------------------------------- Sunesis Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $26,615,000 on $237,000 of total revenues for the year ended Dec. 31, 2018, compared to a net loss of $35,458,000 on $669,000 of total revenues for the year ended in 2017. The audit report of Ernst & Young LLP states that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $15,324,000, total liabilities of $11,331,000, and a total stockholders' equity of $3,993,000. A copy of the Form 10-K is available at: https://bit.ly/2ujMCw6 South San Francisco, Calif.-based Sunesis Pharmaceuticals, Inc. (NASDAQ: SNSS) -- http://www.sunesis.com/-- is biopharmaceutical company focused on the development and commercialization of new oncology therapeutics for the treatment of solid and hematologic cancers. SYNCREON GROUP: Moody's Lowers CFR & Secured Debt Rating to Ca -------------------------------------------------------------- Moody's Investors Service downgraded its ratings for syncreon Group B.V. ("syncreon"), including the company's Corporate Family Rating ("CFR") to Ca from Caa2 and its Probability of Default Rating ("PDR") to Ca-PD from Caa1-PD. At the same time, Moody's downgraded the ratings for syncreon Group B.V.'s senior secured credit facilities to Ca from Caa2 and its senior unsecured notes to C from Ca. The ratings outlook is stable with ratings now pegged to deemed ultimate recovery levels in an assumed event of default scenario. The downgrades reflect Moody's estimation of the rising risk of a preemptive balance sheet restructuring given syncreon's ongoing free cash flow deficits, very high financial leverage, weak interest coverage and relatively near-term (2020) bank debt and credit facility maturities. While syncreon has been successful in achieving a significant amount of new business wins that have allowed it to grow revenue by nearly 20% for the nine months ended September 30, 2018, execution challenges along with higher labor costs due to tight labor markets have resulted in moderately lower EBITDA than forecast and bigger free cash flow deficits than expected. This has resulted in an increase in Moody's lease-adjusted debt/EBITDA to 7.6x for the twelve months ended September 30, 2018 (and more than 13x excluding the impact of operating leases). In addition, EBITA/interest expense has remained weak at just 0.6x. Moody's forecasts that the ramp-up of new contracts should support growth in syncreon's revenue and EBITDA, nonetheless, but the level of growth is deemed to be insufficient to fully stem the free cash flow deficits or improve interest coverage and leverage to levels that are more sustainable. Moody's took the following rating actions with respect to syncreon Group B.V.: Corporate Family Rating, Downgraded to Ca from Caa2 Probability of Default Rating, Downgraded to Ca-PD from Caa1-PD Gtd Senior Secured Revolving Credit Facility, Downgraded to Ca (LGD4) from Caa2 (LGD4) Gtd Senior Secured Term Loan, Downgraded to Ca (LGD4) from Caa2 (LGD4) Senior Unsecured Regular Bond/Debenture, Downgraded to C (LGD6) from Ca (LGD6) Outlook, Unchanged at Stable RATINGS RATIONALE syncreon's Ca CFR acknowledges the very high likelihood of a distressed debt exchange given the company's ongoing free cash flow deficits, the significant amount of debt maturities in 2020 when its bank credit facilities expire, and very high lease-adjusted debt/EBITDA and weak interest coverage. The CFR also reflects a heavily impaired recovery rate for lenders in an event of default scenario, largely driven by the transfer of a substantial amount of accounts receivable to an unrestricted subsidiary which was used to raise a $100 million asset-based revolving credit facility in early 2018. However, syncreon benefits from its over $50 million of unrestricted cash, a modest reinvestment commitment from its ultimate parent holding company to backstop liquidity needs in the form of additional secured debt, a lack of financial maintenance covenants so long as syncreon is in compliance with certain negative covenants, and a track record of winning new customer contracts and renewing 97% of existing contracts. The stable outlook incorporates the elevated risk of a distressed exchange, including a balance sheet restructuring and deemed low recoveries for the undelrying rated debt in an event of default scenario. syncreon's ratings could be upgraded should revenue and EBITDA improve such that the likelihood of a default is diminished and there is a clear path to a potential successful refinancing of its 2020 debt maturities. Downward rating pressure (albeit presumably mostly if not solely for the PDR) would result from syncreon failing to pay its principal or interest in a timely manner or should the company file for bankruptcy. The principal methodology used in these ratings was Global Surface Transportation and Logistics Companies published in May 2017. Headquartered in Auburn Hills, Michigan, syncreon Group B.V. is an international provider of specialized logistics and supply chain solutions to customers primarily in the technology and automotive sectors. Revenues for the year ended September 30, 2018 were $1.1 billion. The company is majority-owned by GenNx360 Capital Partners and Centerbridge Partners. THINGS REMEMBERED: Enesco Buying Business Assets ------------------------------------------------ Things Remembered, Inc., and its debtor-affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice of their sale of their online-sales business, intellectual property, and certain stores to Enesco, LLC, subject to overbid. On Feb. 6, 2019, the Debtors filed the Debtors' Motion þr Entry of Orders (I) Appointing s Consumer Privacy Ombudsman; (II)(A) Approving Bidding Procedures, (B) Approving Bid Protections, (C) Scheduling an Auction and Sale Hearing, (D) Approving the Form and Manner of Notice Thereof, (E) Establishing Procedures for the Assumption and Assignment of Contracts and Leases; (III)(A) Approving the Asset Purchase Agreement, (B) Authorizing the Sale of Assets, and (C) Authorizing the Assumption and Assignment of Contracts and Leases; and (IV) Granting Related Relief with the Court, asking, among other things, entry of an order authorizing and approving: (a) the sale of their Assets to the Buyer and Stalking Horse Bidder, free and clear of liens, claims, encumbrances, and other interests, except as set forth in the Stalking Horse APA, or an alternative asset purchase agreement with a Successful Bidder at auction; and (b) the assumption and assignment of executory contracts and unexpired leases. The Debtors are soliciting offers for the purchase of the Assets consistent with the bidding procedures approved by the Court on Feb. 21, 2019. All interested bidders should carefully read the Bidding Procedures and Bidding Procedures Order. If they receive qualified competing bids within the requirements and time frame specified by the Bidding Procedures, the Debtors will conduct an auction of the Assets on March 4, 2019 at 10:00 a.m. (ET) at the Offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022-4611 (or at any other location as the Debtors may thereafter designate on proper notice). The Sale Hearing is set for March 6, 2019 at 11:00 a.m. (ET). The Sale Objection Deadline is March 1.2019 at 4:00 p.m. (ET). About Things Remembered 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. THOMSON-SHORE INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Thomson-Shore, Inc. aka Seattle Book Company aka Bessenberg Bindery 7300 West Joy Road Dexter, MI 48130 Business Description: Thomson-Shore, Inc. -- https://thomsonshore.com -- is a 100 percent employee-owned full service book manufacturing, printing, publishing, production, and distribution company. The company specializes in fulfilling the needs of book publishers, from an author's initial Word document to the end reader. Its business solutions span the entire publishing supply chain. Thomson-Shore was founded in 1972 and is located in Dexter, Michigan. Chapter 11 Petition Date: March 25, 2019 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Case No.: 19-44343 Judge: Hon. Thomas J. Tucker Debtor's Counsel: Scott Kwiatkowski, Esq. GOLDSTEIN BERSHAD & FRIED PC 4000 Town Center, Suite 1200 Southfield, MI 48075 Tel: (248) 355-5300 Fax: (248) 355-4644 Email: scott@bk-lawyer.net Total Assets: $14,454,993 Total Liabilities: $11,622,522 The petition was signed by Peter Shima, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mieb19-44343.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ AXA / MONY Life Business Debt $26,105 Insurance Company P.O. Box 733463 Dallas, TX 75373-3463 Tel: 888-292-4636 BC Adhesives Business Debt $37,937 4655 W. Oakwood Park Drive Franklin, WI 53132 Melissa Shibilski Tel: 888-679-9825 Email: mshibilski@bcadhesives.com Berryville Graphics, Inc. Business Debt $40,476 Attn: Accounts Receivable 25 Jack Enders Blvd. Berryville, VA 22611-1501 Michel W. Tel: 540-955-2750 Email: Mitchelw.@coralgraphics.com Circle, Inc. Business Debt $85,858 2756 Whiting Road P.O. Box 697 Burlington, WI 53105 Ben Alba Tel: 262-763-8172 Email: balba@circleincorporated.com DTE Energy Business Debt $45,110 1 Energy Plaza, 2124 WCB Detroit, MI 48226-1221 Ms. Anderson Email: andersonaj@dteenergy.com Ecological Fibers, Inc. Business Debt $42,389 40 Pioneer Drive Lunenburg, MA 01462 Tel: Chris White Tel: 978-537-0003 Email: cwhite@ecofibers.com FujiFilm Graphic Business Debt $236,450 Systems, Inc. 211 Van Bruggen Grand Rapids, MI 49503 Sandy Stachurski Tel: 800-632-7832 Email: sstachurski@fujifilm.com Hamernik LLC / GL Business Debt $23,972 12130-000-000 1 Indiana Square, Suite 1550 Indianapolis, IN 46204 Customer Service Tel: 317-684-1550 Email: contactus@hamernik.com Holland Litho Printing Business Debt $27,559 Service, Inc. 10972 Chicago Drive Zeeland, MI 49464 Customer Service Tel: 616-392-4644 Email: sales@hollandlitho.com KBA / Koenig & Bauer (US) Inc. Business Debt $26,883 P.O. Box 619006 Dallas, TX 75261 Joni Key Tel: 469-532-8000 Email: joni.key@koenig-bauer.com LBS, Inc. Business Debt $74,641 1801 Thompson Ave. Des Moines, IA 50316-2751 Rob Mauritz Tel: 888-527-7405 Email: RobM@lbsbind.com Lindenmyr Munroe Business Debt $2,917,461 (RA-COC-001386) 2944 Walkent Drive Grand Rapids, MI 49544 Jim Devries and Steven Savino Tel: 914-696-9189 Email: jdevries@lindenmeyr.com and ssavino@cng-inc.com Millcraft Paper Company Business Debt $79,591 6800 Grant Ave. Cleveland, OH 44105 Dough Spencer Tel: 419-843-2154 Email: specerd@millcraft.com Muller Martini Corporation Business Debt $40,217 P.O. Box 787196 Philadelphia, PA 19178-7196 Mary Boitano Tel: 631-582-4343 Email: mary.boitano@mullermartini.com Rowman & Littlefield Business Debt $51,588 Publishing Group Kimberly Flowers 15250 NBN Way Blue Ridge Summit, PA 17214 K. Flowers Tel: 631-582-4343 Email: kflowers@nbnbooks.com Transcendia, Inc. Business Debt $53,416 300 Industrial Parkway Richmond, IN 47374 Lucy Molina Tel: 877-77-6638 Email: Lucy.Molina@transcendia.com United Parcel Service (UPS) Business Debt $44,246 Lockbox 577 Carol Stream, IL 60132-0577 Tel: 888-742-5877 US Bank Business Debt $32,622 P.O. Box 5229 Cincinnati, OH 45201-5229 Email: poc@ourcardhelp.com Veritiv Business Debt $566,579 P.O. Box 644520 P.O. Box 5029 Pittsburgh, PA 15264-4520 Mike Davis or Dean Wall Tel: 734-216-2494 Email: michael.davis@veriti vcorp.com and dean.wall@veritiv.com Woodland Paper, Inc. Business Debt $82,993 50785 Pontiac Trail Wixom, MI 48393 Andy McLaughlin Tel: 218-926-5550 Email: amclaughlin@woodlandpaper.com TINA MARIE WHITE: Carters Buying Groesbeck Property for $375K ------------------------------------------------------------- Tina Marie White asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of the real estate located at 118 LCR 799, Groesbeck, Texas to Robert and Tina Carter for $374,800. Objections, if any, must be filed within 21 days from the date the Motion was filed. The Debtor owns the Property. She had used the Property as an recreational property prior to the filing of the Petition. The Debtor received an offer to purchase the Property after the filing of the Petition from the Carters. The Carters are third parties and not affiliated with the Debtor. The Debtor seeks to sell the Property to the Carters for $374,800. The parties have executed their Contract for Sale. Currently, Prosperity Bank holds or asserts liens against the Property in the amount of $307,000. The Debtor proposed to sell the Property to the Carters free and clear of liens, claims, and encumbrances. Any liens, claims, and encumbrances on the Property will attach to the proceeds of the sale of the Property. Other usual and customary closing costs, and taxes, will be paid by the at closing. The Debtor would show that the sale proposed is in the best interests the creditors of the estate and will benefit the estate by infusing cash into the estate, which will allow the Debtor to press ahead with the remaining issues in its chapter 11 case. Finally, the Debtor asks that the Court specifically orders that the provisions of Bankruptcy Rule 6004(h) do not apply to any order approving the sale of the Property. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Tina_White_16_Sales.pdf Tina Marie White sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-40609) on Feb. 11, 2019. The Debtor tapped Eric A. Liepins, Esq., at Eric A. Liepins, P.C., as counsel. TOTAL FINANCE: Wind-Down Proceeds to Fund Proposed Plan ------------------------------------------------------- Total Finance Investment Inc. and its debtor-affiliates filed a disclosure statement for its joint chapter 11 plan of reorganization dated March 15, 2019. The proposed Plan is the culmination of [nearly a year] of negotiations by the Debtors, BMO Harris Bank N.A., and Westlake Services, LLC and will maximize the value of the Debtors' estates. The Plan provides this value through a transfer of servicing of the Portfolio and orderly liquidation of the Dealership business. The Plan provides that all proceeds from the collection, sale or other disposition of the Debtors' assets will be distributable to Holders of Allowed Claims against, and Allowed Interests in, the Debtors. The Plan contemplates that the Wind-Down Proceeds will be distributed as follows: -- first, to all allowable Administrative Claims, Servicing Fees, and Wind-Down Expenses; -- second, to the First Lien Lender on account of its First Lien Secured Claims until such Claims have been repaid in full with interest; -- third, to the Second Lien Lender on account of its Second Lien Secured Claims until such Claims have been repaid in full with interest; -- fourth, to the Third Lien Lender on account of its Third Lien Secured Claims (and only to the extent such Claims are determined to be secured) until such Claims have been repaid in full with interest; -- fifth, to Holders of Allowed General Unsecured Claims until such Claims have been repaid in full; and -- sixth, after payment in full of all Allowed Claims against the Debtors, any remaining recoveries from the Wind-Down Proceeds would be distributed to the Debtors' equity holders Importantly, the Plan is supported by the First Lien Lender and Second Lien Lender, who collectively hold approximately 90.2% of the principal amount of the Debtors’ prepetition funded debt. The Reorganized Debtors will fund distributions and other sources and uses contemplated by the Plan with (1) Cash on hand, (2) the Wind-Down Proceeds, and (3) the issuance and distribution of New Equity Interests. A copy of the Disclosure Statement is available at http://tinyurl.com/y4zh2gdbfrom kccllc.net at no charge. About Total Finance Investment Founded in 2000, Total Finance Investment and its subsidiaries -- http://www.totalfinance.net/-- are operators of buy-here, pay-here (BHPH) used automobile dealership in Illinois and in the greater Chicagoland area. The Company sold used vehicles at their dealership locations, provided financing to customers to facilitate their purchase of the Company's vehicles and certain add-on products, and operated an independent insurance broker through which the Company helped their customers secure automobile insurance coverage from third-party insurance providers. Total Finance Investment Inc. and 6 affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 19-03734) on Feb. 13, 2019. The Debtors estimated $100 million to $500 million in assets $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Carol A. Doyle oversees the case. The Debtors tapped Sidley Austin LLP as bankruptcy counsel; Togut, Segal & Segal LLP as special counsel; Development Specialists, Inc., as interim management services provider; Portage Point Partners, LLC, as financial advisor; Keefe, Bruyette & Woods and Miller Buckfire & Co., LLC as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. TRANSOUTH HOLDINGS: Selling Saraland Property for $85K ------------------------------------------------------ TranSouth Holdings, LLC, asks the U.S. Bankruptcy Court for the Southern District of Alabama to authorize the sale of the real property located at 424-1 Highway 43, North, Saraland, Alabama for $85,000. There are no unsecured creditors of the Debtor. The Debtor had no funds available to retain counsel prior to filing. In order to complete the sale, the title insurance company requires a release from the Court. The Debtor has two properties, the one in question and the property located at 214 Telegraph Road, Prichard, Alabama. The principal balance owed on the Property is $38,378 with a per diem interest rate of $9.06 and a late fee of $14.38. The sale price of said Property is $85,000. The principal balance owed on the property located at 214 Telegraph Road, Prichard, Alabama, is approximately $87,000. Said property is on the market through Roberts Brothers for a sale price of $1.7 million. The reason the Bankruptcy Petition was filed was to protect the property located at 214 Telegraph Road, Prichard, Alabama from wrongful foreclosure. The sale of the Property will provide sufficient funds for the Debtor to retain counsel, pay the property tax, and reinstate the mortgage on 214 Telegraph Road, Prichard, Alabama. A prior Motion to Approve Sale was filed with the Court and set for a hearing, but the case was dismissed due to the Debtor being unable to afford to retain an attorney before said hearing. Wherefore, the Premises considered, the Debtor respectfully asks that the Courts approve the sale of the Property for $85,000, and for such other, further and different relief to which it may be entitled, the premises considered. TranSouth Holdings, LLC, sought Chapter 11 protection (Bankr. S.D. Ala. Case No. 19-10103) on Jan. 11, 2019. U & J CAFE: April 18 Plan Confirmation Hearing Set -------------------------------------------------- Bankruptcy Judge Catherine Peek McEwen conditionally approved U & J Cafe, LLC's second disclosure statement referring to its amended plan. Any written objections to the Disclosure Statement and objections to confirmation must be filed no later than six days prior to the date of the hearing on confirmation. The Court will conduct a hearing on confirmation of the Amended Plan on April 18, 2019 at 2:00 p.m. in Tampa, FL - Courtroom 8B, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. About U & J Cafe Based in Tampa, Florida, U & J Cafe, LLC, d/b/a Mortar & Pestle, d/b/a Mortar & Pestle Cafe, a restaurant operator, filed a voluntary Chapter 11 Petition (Bankr. M.D. Fla. Case No. 18-04940) on June 14, 2018. It is an affiliate of U & J Realty, LLC, which sought bankruptcy protection on June 1, 2018 (Bankr. M.D. Fla. Case No. 18-04591). In the petition signed by Ujwal Patel, manager, the Debtor disclosed total assets of $119,910 and total liabilities of $2.06 million as of the bankruptcy filing. The Debtor is represented by Buddy D Ford, Esq., at Buddy D. Ford, P.A., in Tampa, Florida. ULTRA PETROLEUM: S&P Hikes ICR to CCC+ After Debt Exchanges ----------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based oil and gas exploration and production (E&P) company Ultra Petroleum Corp. to 'CCC+' from 'SD' (selective default). S&P assigned a 'B' issue-level rating and '1' recovery rating to the second-lien notes due 2024. The '1' recovery rating indicates S&P's expectation for very high (90%-100%; rounded estimate: 90%) recovery to creditors in the event of a payment default. Meanwhile, S&P affirmed the 'B' issue-level rating, with a '1' recovery rating, on the company's 2024 term loan. It also affirmed the 'D' issue-level rating on the unsecured notes and revised the recovery rating to '5' from '6', indicating its expectation of modest (10%-30%; rounded estimate: 15%) recovery. "The upgrade reflects a reassessment of our issuer credit rating on Ultra following the company's completion of several debt exchanges, whereby holders of approximately an aggregate $550 million of its 6.875% unsecured notes due 2022 and $275 million of its 7.125% unsecured notes due 2025 exchanged their debt for warrants and $572 million of new 9% cash/2% payment-in-kind second-lien notes due 2024. We viewed the exchanges as distressed, since the value the creditors received was less than the amount the original securities promised," S&P said. "Despite the $252.5 million debt reduction and slightly lower annual cash interest payments, we continue to view Ultra's capital structure as unsustainable, an assessment we believe is reflected in the trading levels of the company's debt and equity." The negative rating outlook reflects S&P's view that Ultra remains in a vulnerable state and will be dependent on favorable business and financial conditions to meet its financial commitments. S&P could lower the rating if it envisions a specific default scenario over the next 12 months. Such scenarios include, but are not limited to, a near-term liquidity crisis or violation of financial covenants (unless it has reason to think creditors will waive their remedies). S&P could raise the rating if Ultra is able to maintain adequate liquidity while reducing leverage to more sustainable levels and exhibiting better operational execution. Such a scenario could occur if commodity prices increase, if basis narrows, or if new well results improve, according to S&P. UNITI GROUP: Posts Fourth Quarter Net Income of $14.7 Million ------------------------------------------------------------- Uniti Group Inc. issued a press release announcing the Company's results for its fiscal quarter and year ended Dec. 31, 2018. "Uniti enters this year with an exceptional portfolio of infrastructure assets we have acquired and developed over the last few years. All of our businesses are seeing strong demand as the multi-year investment cycle in communication assets remains healthy. We expect to see solid organic revenue growth across our comprehensive product and service offerings as industry dynamics continue to drive increasing customer requirements for towers, small cells, and fiber solutions," commented Kenny Gunderman, president and chief executive officer. Mr. Gunderman continued, "I am pleased that we have already entered into two important transactions this year. Our Latin American tower divestiture that we announced several weeks ago recycles capital at an attractive return and allows us to focus on building towers in the U.S. Our previously announced OpCo-PropCo partnership with Macquarie Infrastructure Partners ("MIP") to acquire the Bluebird fiber network is a proprietary transaction structure that has already led to similar opportunities with various parties. While we intend to be disciplined with our capital allocation, we have the ability to invest in our premier fiber, tower, and leasing businesses, including the potential to pursue smaller M&A transactions." QUARTERLY RESULTS Consolidated revenues for the fourth quarter of 2018 were $270.8 million. Net income and Adjusted EBITDA was $14.7 million and $210.0 million, respectively, for the same period. Net income attributable to common shares was $12.3 million for the period, and included $5.4 million of transaction and integration related costs, partially offset by $3.0 million of income for changes in the fair value of contingent consideration. Adjusted Funds From Operations attributable to common shares was $115.7 million, or $0.64 per diluted common share. Uniti Fiber contributed $84.8 million of revenues and $36.3 million of Adjusted EBITDA for the fourth quarter of 2018, achieving Adjusted EBITDA margins of approximately 43%. Uniti Fiber's net success-based capital expenditures during the quarter were $55.8 million, and maintenance capital expenditures were $2.5 million. At Dec. 31, 2018, Uniti Fiber had over $1.3 billion of revenues under contract, a 3% increase over prior year levels. Uniti Towers contributed $4.5 million of revenues and reported Adjusted EBITDA of $0.8 million for the quarter. Uniti Tower's total capital expenditures for the fourth quarter were $26.6 million and included the completion of construction of 78 towers in the U.S. and 3 towers in Mexico. Uniti Leasing had revenues of $178.4 million and Adjusted EBITDA of $177.7 million for the fourth quarter, and included the impact of the CableSouth Media, LLC sale-leaseback and fiber acquisition from its close date on Oct. 9, 2019 to quarter-end. The Consumer CLEC business had revenues of $3.2 million for the fourth quarter, achieving Adjusted EBITDA margins of approximately 23.5%. FULL YEAR 2018 RESULTS Consolidated revenues for the year ended Dec. 31, 2018 were $1,017.6 million. Net income and Adjusted EBITDA was $16.5 million and $802.9 million, respectively, for the same period. Net income attributable to common shares was $8.0 million for the period, and included $17.4 million of transaction and integration related costs, partially offset by $3.7 million of income for changes in the fair value of contingent consideration and a $5.4 million income tax benefit. AFFO attributable to common shares was $443.8 million, or $2.51 per diluted common share. Uniti Fiber contributed $289.2 million of revenues and $123.4 million of Adjusted EBITDA for the year ended Dec. 31, 2018, achieving Adjusted EBITDA margins of approximately 43%. Uniti Fiber's net success-based capital expenditures during the year were $156.3 million. Maintenance capital expenditures were $5.7 million. Uniti Towers contributed $14.6 million of revenues and $0.4 million of Adjusted EBITDA for the year ended Dec. 31, 2018. Uniti Tower's total capital expenditures during the year were $74.9 million and included the completion of construction of 209 towers in the U.S., 19 towers in Mexico, and closing on the acquisition of 39 NMS development towers. At year end, Uniti Towers had 928 towers in service and approximately 320 towers in varying stages of development. Uniti Leasing had revenues of $699.8 million and Adjusted EBITDA of $697.5 million for the year ended Dec. 31, 2018. The Consumer CLEC business had revenues of $13.9 million for the year ended Dec. 31, 2018, achieving Adjusted EBITDA margins of approximately 24.1%. INVESTMENT TRANSACTIONS As previously announced on Feb. 19, 2019, the Company has entered a definitive agreement to sell its Latin American tower portfolio to an entity controlled by Phoenix Tower International for cash consideration of approximately $100.0 million, subject to adjustments. PTI will acquire approximately 500 towers located across Mexico, Colombia and Nicaragua. The transaction is subject to customary closing conditions and is expected to close by the end of the first quarter of 2019. As previously announced on Jan. 15, 2019, the Company entered into an OpCo-PropCo partnership with MIP to acquire Bluebird Network, LLC. Bluebird's network consists of approximately 178,000 fiber strand miles in the Midwest across Missouri, Kansas, Illinois, and Oklahoma. In the transaction, Uniti has agreed to purchase the Bluebird fiber network and MIP has agreed to purchase the Bluebird operations. In addition, Uniti has agreed to sell Uniti Fiber's Midwest operations to MIP, while Uniti will retain its existing Midwest fiber network. These transactions are subject to regulatory and other closing conditions and expected to close by the end of the third quarter of 2019. Concurrently with the closing of these transactions Uniti will lease the newly-acquired Bluebird fiber network and its existing Midwest fiber network, on a combined basis, to MIP under a long-term triple net lease. LIQUIDITY AND FINANCING TRANSACTIONS At year-end, the Company had approximately $38.0 million of unrestricted cash and cash equivalents, and $110.0 million of undrawn borrowing availability under its revolving credit agreement. The Company's leverage ratio at quarter end was 5.9x based on Net Debt to Annualized Adjusted EBITDA. During the quarter, the Company issued an aggregate of 2.3 million shares of common stock under its "at-the-market" equity offering program at prices ranging from $19.45 to $20.15 per share. Net proceeds were principally used to manage leverage levels by reducing borrowings under the Company's revolving credit facility. On March 19, 2019, the Company's Board of Directors declared a quarterly cash dividend of $0.05 per common share, payable on April 15, 2019 to stockholders of record on April 1, 2019. On March 18, 2019, the Company received a limited waiver from its lenders under its credit agreement, waiving an event of default related solely to the receipt of a going concern opinion from its auditors for its 2018 audited financial statements. The limited waiver was issued in connection with the fourth amendment to its credit agreement. During the pendency of Windstream's bankruptcy, or at such earlier time when certain other conditions are specified, the Amendment generally limits the Company's ability under the credit agreement to (i) prepay unsecured indebtedness and (ii) pay cash dividends in excess of 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. The Amendment also increases the interest rate on the Company's term loan facility, which will now bear a rate of LIBOR, subject to a 1.0% floor, plus an applicable margin equal to 5.0%, a 200 basis point increase over our previous rate. This increase will be in effect through the remaining term of the facility, which matures on Oct. 24, 2022. FULL YEAR 2019 OUTLOOK The Company's 2019 outlook assumes the Windstream lease continues in full force and effect, and that Windstream continues to make all lease payments on time. The Company's outlook also includes the effect of the Bluebird transactions and the sale of its Latin American tower portfolio based on the estimated close dates set forth above, as well as the impact of the Amendment to its credit agreement. A full-text copy of the press release is available for free at: https://is.gd/iSIu3W About Uniti Group Little Rock, Arkansas-based Uniti -- http://www.uniti.com/-- is an internally managed real estate investment trust engaged in the acquisition and construction of mission critical communications infrastructure, and is a provider of wireless infrastructure solutions for the communications industry. The Company is principally focused on acquiring and constructing fiber optic broadband networks, wireless communications towers, copper and coaxial broadband networks and data centers. As of Dec. 31, 2018, Uniti owns 5.5 million fiber strand miles, approximately 928 wireless towers, and other communications real estate throughout the United States and Latin America. Uniti reported net income attributable to common shareholders of $7.98 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $16.55 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $4.59 billion in total assets, $5.99 billion in total liabilities, $86.50 million in convertible preferred stock, and a total shareholders' deficit of $1.49 billion. PricewaterhouseCoopers LLP, in Little Rock, Arkansas, 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, 2018, citing that the Company's most significant customer, Windstream Holdings, Inc., which accounts for approximately 68.2% of consolidated total revenues for the year ended Dec. 31, 2018, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code, and uncertainties surrounding potential impacts to the Company resulting from Windstream Holdings, Inc.'s bankruptcy filing raise substantial doubt about the Company's ability to continue as a going concern. * * * As reported by the TCR on Feb. 25, 2019, S&P Global Ratings lowered its issuer credit rating on Unti Group's Corporate Family Rating to 'CCC-' from 'CCC+'. The lower rating follows the downgrade of Uniti's principal leasing tenant, Windstream Holdings Inc. Also in February 2019, Moody's Investors Service downgraded downgraded Uniti Group Inc.'s corporate family rating (CFR) to 'Caa2' from 'Caa1' following the downgrade of Windstream Services. URGENT CARES: Moody's Completes Periodic Ratings Review ------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Urgent Cares of America Holdings I, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. The publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Urgent Cares of America Holdings I, LLC ("Urgent Cares") B3 Corporate Family Rating reflects its high financial leverage, moderate scale, and limited geographic diversification with a substantial concentration in four states. The rating is further constrained by risk of integrating the operations of NextCare and FastMed. Urgent Cares' strong position in its regional markets, strategy for opening new clinics and favorable industry dynamics help offset these risks. VALERITAS HOLDINGS: Friedman LLP Raises Going Concern Doubt ----------------------------------------------------------- Valeritas Holdings, Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $45,929,000 on $26,398,000 of net revenue for the year ended Dec. 31, 2018, compared to a net loss of $49,301,000 on $20,245,000 of net revenue for the year ended in 2017. The audit report of Friedman LLP states that The Company has recurring losses and negative cash flows from operations. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $68,620,000, total liabilities of $54,331,000, and a total stockholders' equity of $14,289,000. A copy of the Form 10-K is available at: https://bit.ly/2TRSo7o Valeritas Holdings, Inc., a commercial-stage medical technology company, focuses on the development and commercialization of technologies to treat patients with Type 2 diabetes in the United States and China. It offers V-Go, a wearable insulin delivery device for basal-bolus therapy. The Company also develops h-Patch, a controlled delivery technology platform; Mini-Ject technology for needle-free injection systems; and Micro-Trans technology for microneedle design, fabrication, and drug delivery. In addition, its products include V-Go Prefill, which is in the design-development stage for eliminating the device-filling process and the need for EZ fill refrigeration for patients with Type 2 diabetes; and V-Go Link that is in the early stages of development for real-time tracking information of basal and bolus dosing utilization. The Company sells V-Go to third-party wholesalers and medical supply distributors in the United States. Valeritas Holdings, Inc. was founded in 2006 and is headquartered in Bridgewater, New Jersey. VERNON PARK: Seeks April 15 Extension to File Plan, Disclosures --------------------------------------------------------------- Vernon Park Church of God asks the U.S. Bankruptcy Court for the Northern District of Illinois to extend the time to file its modified plan of reorganization and amended disclosure statement to April 5, 2019. The Debtor further requests that the court set a status hearing on the filing of the plan and disclosure statement. Counsel for the Debtor is finalizing the terms of the modified plan with the Debtor and the Debtor's accountant. About Vernon Park Church of God Based in Lynwood, Illinois, Vernon Park Church of God -- http://www.vpcog.org/-- is a religious organization. The Church's Sunday service is at 10:00 a.m., and Children's Church is held during Sunday service. Vernon Park Church of God filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-35316) on Nov. 28, 2017. In the petition signed by Jerald January Sr., pastor, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Donald R. Cassling. The Debtor is represented by Karen J Porter, Esq., at Porter Law Network. VETCOR PROFESSIONAL: Moody's Completes Ratings Review ----------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of VetCor Professional Practices LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. VetCor Professional Practices LLC's B3 CFR broadly reflects its high leverage, modest scale, and event and financial policy risk related to an aggressive acquisition strategy and private equity ownership. The rating benefits from the company's solid market presence, favorable long-term industry fundamentals, strong recurring revenue and a proven ability to successfully integrate acquisitions. VIASAT INC: S&P Lowers Senior Unsecured Notes Rating to 'B' ----------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Viasat Inc.'s outstanding senior unsecured notes due 2025 to 'B' from 'B+' and revised the recovery rating on the notes to '6' from '5' following the company's proposed $100 million upsizing of its secured notes due 2027 because the additional secured claims result in minimal residual value for the unsecured creditors in its simulated default. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a payment default. S&P said its 'BB+' issue-level rating and '1' recovery rating on Viasat's secured debt remain unchanged because it continues to expect very high recovery (90%-100%; rounded estimate: 95%) in a simulated default. "The company will be downsizing its revolving credit facility's commitment to $700 million from $800 million, which we captured in our previous recovery analysis. Therefore, we view the upsizing as modestly positive from a liquidity standpoint because the company will run cash flow deficits for at least the next two years due to the capital expenditure related to the rollout of its ViaSat-3 constellation," S&P said. ISSUE RATINGS--RECOVERY ANALYSIS Simulated default assumptions -- Default year: 2022 -- EBITDA at emergence: $242 million -- EBITDA multiple: 6x Simplified waterfall: -- Gross recovery value: $1.45 billion -- Net recovery value for waterfall after administrative expenses (5%): $1.37 billion -- Obligor/nonobligor valuation split: 100%/0% -- Estimated senior secured debt: $1.24 billion -- Value available for senior secured debt: $1.28 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Estimated senior unsecured debt: $720 million -- Value available for senior unsecured: $44 million -- Recovery expectations: 0%-10% (rounded estimate: 5%) RATINGS LIST Viasat Inc. Issuer Credit Rating BB-/Stable/-- Issue Rating Lowered; Recovery Rating Revised To From Viasat Inc. Senior Unsecured $700 mil 5.625% Notes Due 2025 B B+ Recovery Rating 6(5%) 5(20%) VYAIRE MEDICAL: Moody's Lowers CFR to Caa1 & 1st Lien Loans to B3 ----------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating (CFR) of Vyaire Medical, Inc. to Caa1 from B3 and its Probability of Default Rating (PDR) to Caa1-PD from B3-PD. Moody's also downgraded the secured first lien credit facilities to B3 from B2. Concurrently, Moody's changed the outlook to stable from negative. The rating downgrade reflects Vyaire's considerably strained liquidity at a time when it is implementing a fairly complex turnaround strategy. The turnaround strategy, which involves significant execution risks, includes improving days sales outstanding (DSO), stabilizing manufacturing and distribution processes, rebuilding customer relationships and integrating recently acquired businesses. A potential misstep in execution of the turnaround strategy or an unforeseen negative event could result in a liquidity shortfall. Given the very high leverage and constrained liquidity, there is also a risk that the company will pursue a transaction that Moody's considers to be a distressed exchange. The following ratings were downgraded: Vyaire Medical, Inc. Corporate Family Rating, to Caa1 from B3 Probability of Default Rating, to Caa1-PD from B3-PD Senior Secured First Lien Revolver due 2023, to B3 (LGD3) from B2 (LGD3) Senior Secured First Lien Term Loan due 2025, to B3 (LGD3) from B2 (LGD3) Outlook action: The outlook was changed to stable from negative. RATINGS RATIONALE The Caa1 CFR reflects Vyaire's weak liquidity with limited revolver availability, negative free cash flow, and very high financial leverage. The rating also reflects risks stemming from the transition to a stand-alone company. Offsetting some of the above risks, the rating is supported by the recurring nature of a portion of the company's revenues, good geographic and product diversity and stable end markets. The rating also benefits from demonstrated support by the company's private equity sponsor -- Apax Partners. Apax injected $115 million of cash equity into Vyaire in October/November 2018 in order to help the company stabilize operations and liquidity. After facing severe operating challenges and extensive senior management changes in late 2018, the company has made progress in collecting its accounts receivable, reducing its trade payables and rebuilding its relationships with vendors and distributors. However, Moody's believes it will take at least 2-3 quarters from now for the company to become free cash flow positive. Until then, the company's liquidity is likely to remain weak and vulnerable to unexpected event risk. Further, according to the current terms of Vyaire's credit agreement, the revolver size will be reduced from the current $125 million down to $100 million on Oct 16, 2019 and then to $85 million on April 16, 2020. The stable outlook reflects Moody's expectation of a slowing rate of cash burn as some of the recent cash costs to stabilize the business will not recur going forward. The stable outlook also reflects Moody's view that the company has a credible plan to improve the operating performance. The rating could be further downgraded if the company's operating performance or liquidity deteriorates. An unforeseen negative event like a recall of a key product, departure of key management team members or employees or loss of key customers could also lead to a rating downgrade. The rating could be upgraded if the company successfully executes its turnaround strategy. Specifically, if the company materially improves free cash flow and its debt to EBITDA is sustained below 8.0 times the rating could be upgraded. Liquidity would also need to be substantially improved in order to support an upgrade. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. Vyaire is a manufacturer and distributor of respiratory products. The company's main products include ventilation equipment, respiratory diagnostic equipment, and respiratory and anesthesia disposables. Revenues are around $826 million. Vyaire is privately owned by Apax Partners. WESTMORELAND COAL: WMLP Debtors File Chapter 11 Liquidation Plan ---------------------------------------------------------------- Westmoreland Resources GP, LLC Westmoreland Resource Partners, LP Westmoreland Kemmerer, LLC Westmoreland Kemmerer Fee Coal Holdings, LLC Oxford Mining Company, LLC Harrison Resources, LLC Oxford Mining Company-Kentucky, LLC Daron Coal Company, LLC Oxford Conesville, LLC or the WMLP Debtors filed a disclosure statement with respect to their joint plan of liquidation, which contemplates a liquidation of the WMLP Debtors and their Estates. As part of Confirmation, the WMLP Debtors are proposing that, on the Effective Date, their Estates be deemed consolidated for all purposes related to the Plan, including for (1) purposes of implementing the Plan, (2) purposes of voting, (3) assessing whether the Confirmation standards have been met, (4) calculating and making distributions under the Plan, and (5) filing post-Confirmation reports and paying quarterly fees to the U.S. Trustee. In addition, if the Bankruptcy Court grants the WMLP Debtors' request for consolidation, pursuant to the Confirmation Order, as of the Effective Date: (1) all assets and liabilities of the WMLP Debtors will be deemed merged; (2) all guarantees by one WMLP Debtor of the obligations of any other WMLP Debtor shall be deemed eliminated, and all guarantees executed by multiple WMLP Debtors of the obligations of any other Entity shall be deemed consolidated into a single obligation, so that any Claim against any WMLP Debtor and any guarantee thereof executed by any other WMLP Debtor and any joint or several liability of any of the WMLP Debtors shall be deemed to be one obligation of the WMLP Debtors; (3) each and every Claim Filed or to be Filed in the Chapter 11 Cases of the WMLP Debtors will be deemed Filed against the WMLP Debtors and will be deemed one Claim against and a single obligation of the WMLP Debtors, and the WMLP Debtors may File and the Bankruptcy Court will sustain objections to Claims for the same liability that are Filed against multiple WMLP Debtors; and (4) WMLP Intercompany Claims will be eliminated and extinguished. Such substantive consolidation will not affect (1) the legal and corporate structures of the WMLP Debtors, subject to the right of the WMLP Debtors to complete the Dissolution Transactions; (2) the vesting of assets in the Liquidation Trust; (3) the right to distributions from any insurance policies or proceeds of such policies; or (4) the rights of the WMLP Debtors or the Liquidation Trustee to contest alleged setoff or recoupment efforts by creditors on the grounds of lack of mutuality under section 553 of the Bankruptcy Code and otherwise applicable law. Holders of general unsecured claims in Class 4 will neither receive any distribution under the plan nor retain any property or account of such claim. Upon the transfer pursuant to the Plan of the Liquidation Trust Assets to the Liquidation Trust on the Effective Date, WMLP and WMGP will be deemed dissolved and their business operations withdrawn for all purposes without any necessity of filing any document, taking any further action or making any payment to any governmental authority in connection therewith. A copy of the Disclosure Statement is available at http://tinyurl.com/yy5m8yokfrom donlinrecano.com at no charge. 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. Judge David Jones of the Bankruptcy Court for the Southern District of Texas on March 2 confirmed the Amended Joint Chapter 11 Plan of Westmoreland Coal Company, et al. Moreover, pursuant to the Confirmation Order, Debtor Westmoreland Mining LLC is renamed to Old Westmoreland Mining LLC effective as of March 8, 2019. WILSON LAND: Rossers Buying Interest in Concord Property for $60K ----------------------------------------------------------------- Wilson Land Properties, LLC, asks the U.S. Bankruptcy Court for the Northern District of Ohio to authorize the sale of interest in the real property located at 1490 Viceroy St, Concord, Ohio, a fully improved building lot, Permanent Parcel No. 08-A-012-J-00-061-0, to Cynthia S. Rosser and Bradley S. Rosser for $60,000 on the terms and conditions set forth in the Offer to Purchase. There are encumbrances on the property as indicated from the Commitment but it is in the best interest of the estate that the property be sold free and clear of their interests. In order to provide adequate protection of any interests of those parties, the Buyer will deposit the funds necessary to complete the transaction with the escrow agent, the Debtor will instruct the escrow agent to disperse from the sale proceeds an amount sufficient to pay real estate taxes, and amounts owed to Tax Ease Ohio in full and then the balance to RBS Citizens NA. The parties believe the sale price represents fair market value for the property. A copy of the Offer and the Commitment attached to the Motion is available for free at: http://bankrupt.com/misc/Wilson_Land_116_Sales.pdf About Wilson Land Properties Based in Mentor, Ohio, Wilson Land Properties, LLC, is the owner of 51 real estate properties having a total estimated value of $4.54 million. Wilson Land Properties, LLC, based in Mentor, OH, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 18-10514) on Jan. 31, 2018. In the petition signed by Richard M Osborne, managing member, the Debtor disclosed $4.54 million in assets and $43.23 million in liabilities. The Hon. Arthur I. Harris oversees the case. Glenn E. Forbes, Esq., at Forbes Law LLC, serves as bankruptcy counsel to the Debtor. WP CITYMD: Moody's Completes Periodic Ratings Review ---------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of WP CityMD Bidco LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. The publication from Moody's does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. WP CityMD Bidco LLC's ("CityMD") B3 Corporate Family Rating is constrained by its elevated financial leverage, limited geographic diversification with substantially all clinics located in the New York City area, and short operating track record. The rating benefits from CityMD's strong brand awareness and stable demand for the growing urgent care segment due to the essential nature of care sought, high population density, and a favorable payer mix. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABBVIE INC ABBV US 59,352.0 (8,446.0) (294.0) ABBVIE INC ABBV AV 59,352.0 (8,446.0) (294.0) ABBVIE INC 4AB TE 59,352.0 (8,446.0) (294.0) ABBVIE INC 4AB GZ 59,352.0 (8,446.0) (294.0) ABBVIE INC 4AB GR 59,352.0 (8,446.0) (294.0) ABBVIE INC ABBV* MM 59,352.0 (8,446.0) (294.0) ABBVIE INC 4AB TH 59,352.0 (8,446.0) (294.0) ABBVIE INC 4AB QT 59,352.0 (8,446.0) (294.0) ABBVIE INC ABBVUSD EU 59,352.0 (8,446.0) (294.0) ABBVIE INC ABBVEUR EU 59,352.0 (8,446.0) (294.0) ABBVIE INC-BDR ABBV34 BZ 59,352.0 (8,446.0) (294.0) ABSOLUTE SOFTWRE ABT CN 90.2 (55.3) (33.2) ABSOLUTE SOFTWRE OU1 GR 90.2 (55.3) (33.2) ABSOLUTE SOFTWRE ALSWF US 90.2 (55.3) (33.2) ABSOLUTE SOFTWRE ABT2EUR EU 90.2 (55.3) (33.2) AGENUS INC AGENUSD EU 136.4 (172.5) 6.7 AIMIA INC AIM CN 3,507.0 (173.5) 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CORP USY1 GZ 2,457.6 (1,299.6) 378.1 UNISYS CORP USY1 QT 2,457.6 (1,299.6) 378.1 UNITI GROUP INC CSALUSD EU 4,592.9 (1,406.7) - UNITI GROUP INC UNIT US 4,592.9 (1,406.7) - UNITI GROUP INC 8XC GR 4,592.9 (1,406.7) - UNITI GROUP INC 8XC TH 4,592.9 (1,406.7) - VALVOLINE INC VVVUSD EU 1,832.0 (343.0) 288.0 VALVOLINE INC 0V4 GR 1,832.0 (343.0) 288.0 VALVOLINE INC 0V4 TH 1,832.0 (343.0) 288.0 VALVOLINE INC VVVEUR EU 1,832.0 (343.0) 288.0 VALVOLINE INC 0V4 QT 1,832.0 (343.0) 288.0 VALVOLINE INC VVV US 1,832.0 (343.0) 288.0 VANTAGE DRILL-UT VTGGF US 1,129.6 (64.7) 263.9 VECTOR GROUP LTD VGR US 1,549.5 (547.4) 387.3 VECTOR GROUP LTD VGR GR 1,549.5 (547.4) 387.3 VECTOR GROUP LTD VGREUR EU 1,549.5 (547.4) 387.3 VECTOR GROUP LTD VGRUSD EU 1,549.5 (547.4) 387.3 VECTOR GROUP LTD VGR QT 1,549.5 (547.4) 387.3 VERISIGN INC VRSN US 1,914.5 (1,385.5) 369.4 VERISIGN INC VRS GR 1,914.5 (1,385.5) 369.4 VERISIGN INC VRS TH 1,914.5 (1,385.5) 369.4 VERISIGN INC VRS GZ 1,914.5 (1,385.5) 369.4 VERISIGN INC VRSNEUR EU 1,914.5 (1,385.5) 369.4 VERISIGN INC VRS QT 1,914.5 (1,385.5) 369.4 W&T OFFSHORE INC WTI US 848.9 (324.8) 39.9 W&T OFFSHORE INC UWV GR 848.9 (324.8) 39.9 W&T OFFSHORE INC WTI1EUR EU 848.9 (324.8) 39.9 WAYFAIR INC- A W US 1,890.9 (330.7) 116.7 WAYFAIR INC- A 1WF QT 1,890.9 (330.7) 116.7 WAYFAIR INC- A 1WF GR 1,890.9 (330.7) 116.7 WAYFAIR INC- A WEUR EU 1,890.9 (330.7) 116.7 WEIGHT WATCHERS WW6 GR 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WTW US 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WTWUSD EU 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WW6 GZ 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WTWEUR EU 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WW6 QT 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WW6 TH 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WTW AV 1,414.5 (805.0) 25.1 WESTERN UNIO-BDR WUNI34 BZ 8,996.8 (309.8) (645.5) WESTERN UNION W3U TH 8,996.8 (309.8) (645.5) WESTERN UNION WU* MM 8,996.8 (309.8) (645.5) WESTERN UNION W3U GR 8,996.8 (309.8) (645.5) WESTERN UNION WU US 8,996.8 (309.8) (645.5) WESTERN UNION WUUSD EU 8,996.8 (309.8) (645.5) WESTERN UNION WUEUR EU 8,996.8 (309.8) (645.5) WESTERN UNION W3U GZ 8,996.8 (309.8) (645.5) WESTERN UNION W3U QT 8,996.8 (309.8) (645.5) WIDEOPENWEST INC WOW US 2,419.6 (290.3) (111.7) WIDEOPENWEST INC WU5 GR 2,419.6 (290.3) (111.7) WIDEOPENWEST INC WU5 TH 2,419.6 (290.3) (111.7) WIDEOPENWEST INC WOW1EUR EU 2,419.6 (290.3) (111.7) WIDEOPENWEST INC WU5 QT 2,419.6 (290.3) (111.7) WINGSTOP INC WING1EUR EU 139.7 (224.8) 3.4 WINGSTOP INC WING US 139.7 (224.8) 3.4 WINGSTOP INC EWG GR 139.7 (224.8) 3.4 WINMARK CORP WINA US 46.7 (4.8) 11.8 WINMARK CORP GBZ GR 46.7 (4.8) 11.8 WORKIVA INC WKEUR EU 231.1 (9.7) (14.4) WORKIVA INC WK US 231.1 (9.7) (14.4) WORKIVA INC 0WKA GR 231.1 (9.7) (14.4) WYNDHAM DESTINAT WD5 GR 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WD5 TH 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WYND US 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WYNUSD EU 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WD5 QT 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WYNEUR EU 7,158.0 (569.0) 283.0 YELLOW PAGES LTD Y CN 442.4 (119.2) 40.4 YRC WORLDWIDE IN YEL1 GR 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YRCW US 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YRCWUSD EU 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YEL1 QT 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YRCWEUR EU 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YEL1 TH 1,617.1 (301.2) 168.5 YUM! BRANDS INC TGR TH 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC TGR GR 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUM* MM 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC TGR GZ 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUM US 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUMUSD SW 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUMUSD EU 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUMEUR EU 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC TGR QT 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUM SW 4,130.0 (7,926.0) (94.0) ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 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 ***