/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190401.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 1, 2019, Vol. 23, No. 90 Headlines 1141 REALTY: WTNA Granted Summary Judgment on Default Premium 2070 RESTAURANT: Seeks to Hire Reid Rodriguez as Special Counsel 22 RUNYON: BSD Realty Buying Newark Property for $1.2 Million 32 THOMAS STREET: Taps Bernstein Shur as Legal Counsel ACETO CORP: Gets Approval to Hire AP Services, Appoint CFO AIR CANADA: S&P Raises Issuer Credit Rating to BB+, Outlook Stable AMERICAN AIRLINES: Egan-Jones Lowers Sr. Unsecured Ratings to BB+ ARQUIDIOCESIS DE SAN JUAN: Court Dismisses Ch. 11 Bankruptcy Case ARSHAM METAL: Wants to Obtain $1.5-Mil Loan, Use Cash Collateral ATLANTIC POWER: S&P Affirms 'B+' ICR, Alters Outlook to Positive AZURE LA PALMA: Seeks to Hire Raymond H. Aver as Counsel B&G FOODS: Egan-Jones Raises Senior Unsecured Ratings to B+ BALLANTYNE BRANDS: Taps GreerWalker as Financial Advisor BIG BEAR BOWLING: Proposes $20K Monthly Payment Under Plan BLACKFOOT SCHOOL: Moody's Affirms Ba1 on 2010 Refunding Bonds BLACKSTONE CQP: S&P Affirms B Issuer Credit Rating, Outlook Stable BRIDGEHEAD NETWORKS: Seeks to Hire Kell C. Mercer as Legal Counsel BUEHLER INC: Moran Buying Save-A-Lot Grocery Stores Assets BUILDING 1600: Has Authority to Use Cash Collateral on Final Basis BUSY B'S: Seeks to Hire Martin Cowie as Accountant BUSY B'S: Seeks to Hire Steinhilber Swanson as Legal Counsel C&S GROUP: Moody's Alters Outlook on Ba2 CFR to Negative CENTENE CORP: Moody's Affirms Ba1 Senior Debt Rating CENTENE CORP: S&P Affirms 'BB+' Issuer Credit Rating CITGO PETROLEUM: Fitch Affirms 'B' IDR, Off Watch Negative CLEARWATER TRANSPORTATION: Seeks to Hire Financial Advisor CLUBCORP HOLDINGS: S&P Lowers ICR to 'B-', Outlook Stable COTTONE MARKETING: Seeks to Hire Financial Relief Law as Counsel CRM CITY FELLOWSHIP: Seeks to Hire Evan Howell as Broker DARLING INGREDIENTS: S&P Rates New $500MM Sr. Unsec. Notes 'BB+' DEANGELA HARRELL: Ramirez Buying Moreno Valley Property for $1.7M DOC FOLSOM: Seeks to Hire Don Bell Law as Legal Counsel DURA AUTOMOTIVE: Moody's Assigns B3 CFR & Rates EUR200MM Loan B2 EASTERN POWER: S&P Hikes Sec. Debt Rating to 'BB', Outlook Stable EVERGREEN ACQCO 1: Moody's Alters Outlook on Caa2 CFR to Stable EVERGREEN ACQCO1: S&P Lowers ICR to 'SD' on Distressed Exchange FAYETTE MEMORIAL: Sets Bidding Procedures for All Assets FOLSOM CORP: Seeks to Hire Don Bell Law as Legal Counsel FREEDOM MORTGAGE: Fitch Rates $250MM Senior Unsecured Notes 'B+' FRUTTA BOWL: Seeks to Hire Spadea Lignana as Bankruptcy Counsel FYBOMAX INC: Proposes an Auction Sale of Assets GLORIETA PARTNERS: S&P Cuts Revenue Bond Rating to 'B-' HARSCO CORP: Fitch Affirms BB Issuer Default Rating, Outlook Stable HOME BOUND HEALTHCARE: Seeks to Hire Porter Law as Legal Counsel HOSNER HOLDINGS: Ordered to Amended Proposed Disclosure Statement HUMPERDINK'S SIX FLAGS: May Use Cash Collateral on Interim Basis INFINERA CORP: Egan-Jones Hikes Sr. Unsecured Ratings to B- INFORMATION TECHNOLOGY: Taps Cohen & Grace as Special Counsel JACK IN THE BOX: Egan-Jones Lowers Senior Unsecured Ratings to BB+ JAMES LARRY BAIN: Proposes RE/MAX Auction of Arab Property JAMES MEDICAL: Gets Approval to Hire Billing Specialist JERRY BRYANT: July 22 Deadline for Filing Plan, Disclosures JLT HOLDINGS: Taps Dolan & Murphy as Real Estate Broker JMG METAL: Files for Bankruptcy Protection in Canada KEVIN HAAS: Selling 3.54-Acre of Hancock County Property for $35K LAKE BRANCH: Unsecured Creditors' Recovery Unknown Under Plan LF RUNOFF 2: Taps Goe & Forsythe as Bankruptcy Counsel LONESTAR II GENERATION: S&P Rates $300MM Secured Facilities 'B+' MANHATTAN JEEP: Seeks to Hire Citrin Cooperman as Tax Advisor MARTIN MIDSTREAM: S&P Alters Outlook to Negative, Affirms 'B' ICR MGM RESORTS: Fitch Gives 'BB/RR3' Rating to $500MM Sr. Unsec. Notes MGM RESORTS: S&P Rates New $500MM Senior Notes Due 2027 'BB-' MIDWEST BIOMEDICAL: Taps David P. Lloyd as Legal Counsel MILFORD REGIONAL: Moody's Cuts Revenue Bond Rating to 'Ba2' MORAN FOODS: S&P Cuts Issuer Credit Rating to 'CCC', Outlook Neg. NATURE'S SECOND: Taps Ritchie Bros. to Auction Equipment NAVEGAR NETWORK: Taps Luis R. Carrasquillo as Financial Consultant NEIGHBORS LEGACY: S. Alam Objects to Plan Confirmation NEW CITY AUTO: Lupient Buying All Assets for $1.6 Million OAKLEY GRADING: Trustee Selling Excess Equipment at Auction OPENLINK INTERNATIONAL: S&P Affirms 'B-' ICR on Revel, Aspect Deal ORLANDO, FL: S&P Raises 2008C TDT Revenue Bond Rating to 'BB+' OWENS & MINOR: Moody's Lowers CFR to 'B2', Outlook Stable PEDRO LOPEZ MUNOZ: USIC Bid for Stay Pending Appeal Junked PG&E CORP: Seeks to Hire Jenner & Block as Special Counsel PINE FOREST: Court Denies Approval of Disclosure Statement PROSPECT MEDICAL: Moody's Cuts CFR to B3 & Alters Outlook to Neg. RAVENSTAR INVESTMENTS: Taps William D. Cope as Legal Counsel RENT-A-WRECK: Court Affirms Denial of Schwartz Bid for Sanctions REPUBLIC METALS: Seeks to Hire Kodner Galleries as Auctioneer REVOLAR TECHNOLOGY: Taps Sheridan Ross as Special Counsel RICHLAND AGRONOMY: Taps Robert Russell, Ahlgren Law as Counsel RMS TITANIC: Taps Agentis as Special Counsel RMS TITANIC: Taps Cimo Mazer as Co-Special Counsel ROOSEVELT UNIVERSITY: Fitch Cuts Series 2007 Revenue Bonds to 'BB-' SPN INVESTMENTS: Seeks to Hire Jeffrey S. Shinbrot as Counsel STEWART DUDLEY: Ct. Sustains BRC, J. Lee Exemptions Objections SYNERGY PHARMACEUTICALS: Wins Nod to Appoint Independent Director T LOFT: Plamondons Buying Property for $600K T. LOFT LLC: Seeks to Hire Schmidt Associates as Accountant THOMAS APPLIANCE: Drudi Buying All Assets of an Affiliate for $200K THURSTON MANUFACTURING: Taps Equity Advisors as Financial Advisor TRIPLE J TOWING: Seeks to Hire Gordon Law Firm as Legal Counsel UCOAT IT: Seeks to Hire Wagner & Hough as Accountant ULTIMATE SOFTWARE: Moody's Assigns B3 CFR, Outlook Positive UNIFI INC: Egan-Jones Lowers Senior Unsec. Debt Ratings to BB+ UPLIFT RX: Cimo Gets Green Light to Provide Additional Services VAN'S LAUNDROMATS: Seeks to Hire AST Financial as Accountant VINERY WORLD: K Mannetta Buying Islip Property for $455K VIP CINEMA: S&P Cuts Issuer Credit Rating to CCC, Outlook Negative W RESOURCES: Flint Buying John Deere 6150R Tractor for $68K WAGGONER CATTLE: Court Narrows Claims in Lone Star Suit WEATHERLY OIL: BRG Lone Buying Interest in Texas Assets for $6.15M WEATHERLY OIL: EnSight Buying Interest in Non-Op Assets for $12M WELLCARE HEALTH: Moody's Reviews Ba2 Sr. Debt Rating for Upgrade WILLOWOOD USA: May Obtain $4.25-Mil Loan, Use Cash Collateral WILSON LAND: Eadon Buying Concord Property for $153K WPB HOSPITALITY: SAT Broadway Buying Denver Property for $7M XEROX CORP: S&P Withdraws 'B' Short-Term Ratings XPEERANT INCORPORATED: Taps Richard Ivey as Accountant Z GALLERIE: Unknown Recovery for Unsecured Creditors Under Plan [^] BOND PRICING: For the Week from March 25 to 29, 2019 ********* 1141 REALTY: WTNA Granted Summary Judgment on Default Premium ------------------------------------------------------------- Bankruptcy Judge Stuart M. Bernstein entered an order granting Wilmington Trust, N.A.'s summary judgment bid regarding the enforceability of yield maintenance default premium. Debtor 1141 Realty Owner LLC owns the Flatiron Hotel, a 62-room hotel located at 9 West 26th Street a/k/a 1141 Broadway, New York, New York ("Property"). The Property is encumbered by a mortgage currently held by Wilmington Trust, N.A., solely in its capacity as Trustee for the benefit of the Registered Holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass Through Certificates, Series 2015-C28. Wilmington filed a proof of claim in the approximate sum of $32 million. The Claim includes a "makewhole" or yield maintenance premium in the approximate sum of $3.1 million. The Debtor objected, inter alia, to the enforceability of the make-whole premium and Wilmington filed a response that the parties agreed the Court could treat as a motion for summary judgment on that issue. In one of its arguments, the Debtor contends that the make-whole provision must expressly require the payment of the make-whole premium after acceleration and cites a string of cases that allowed a make-whole premium after acceleration where the relevant make-whole provision stated that the payment was due after default and acceleration. The short answer is parties can provide for their rights with any language that plainly conveys their intent. One way to ensure that a make-whole premium is payable even after acceleration is to say so explicitly. Another way to ensure that the makewhole premium is payable even after acceleration is to render acceleration irrelevant and, as here and in AE Hotel, make the premium contingent on any post-default payment. Deeming the post-default payment to be a "voluntary prepayment" does not forfeit the Yield Maintenance Default Premium; it confirms the parties' intent that it must be paid even if it is not an actual prepayment. Accordingly, the Motion is granted to the extent of concluding that the Yield Maintenance Default Premium is enforceable under New York law, and Debtor's corresponding objection is overruled. The parties should contact chambers to schedule a conference for the purpose of addressing the resolution of the balance of the Debtor's objection. A copy of the Court's Order dated March 18, 2019 is available at: http://bankrupt.com/misc/nysb18-12341-132.pdf Attorneys for Debtor and Debtor-in-Possession: Tracy L. Klestadt, Esq. Joseph C. Corneau, Esq. Christopher Reilly, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, New York 10036 tklestadt@klestadt.com jcorneau@klestadt.com creilly@klestadt.com Attorneys for Wilmington Trust, N.A., solely in its capacity as Trustee: Michael G. Burke, Esq. Dennis Kao, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, New York 10019 MGBURKE@SIDLEY.COM DKAO@SIDLEY.COM About 1141 Realty Owner 1141 Realty Owner LLC is the fee owner of the Flatiron Hotel, a 62-room boutique hotel located at 9 West 26th Street, a/k/a 1141 Broadway, in New York, New York. Affiliate Flatironhotel Operating LLC owns the liquor licenses for the restaurant facilities within the hotel. 1141 Realty Owner LLC and Flatironhotel Operating LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 18-12341) on July 31, 2018. In the petitions signed by Jagdish Vaswani, managing member, 1141 Realty Owner estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Flatironhotel estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Judge Stuart M. Bernstein is the case judge. The Debtors tapped Klestadt Winters Jureller Southard & Stevens, LLP as their legal counsel; CR3 Partners, LLC, as crisis management services provider; Verdolino & Lowey, P.C. as their accountant; and Omni Management Group, Inc. as the administrative agent and claims and noticing agent. 2070 RESTAURANT: Seeks to Hire Reid Rodriguez as Special Counsel ---------------------------------------------------------------- 2070 Restaurant Group LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Reid Rodriguez & Rouse, LLP as special litigation counsel to provide legal services relating to tenancy issues. Gregory Reid, Esq., the firm's attorney who will be providing the services, will charge an hourly fee of $400. Mr. Reid attests that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code and does not hold nor represent any interest adverse to the Debtor's estate. The counsel can be reached at: Gregory L. Reid, Esq. Reid Rodriguez and Rouse, LLP 1120 Avenue of the Americas – Fourth Floor New York, NY 10036 Phone: (212) 626-6785 Fax: (212) 626-6788 Email: glreidesq@gmail.com About 2070 Restaurant Group 2070 Restaurant Group LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 18-12323) on July 30, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge James L. Garrity Jr. Bruce J. Duke, LLC is the Debtor's legal counsel. 22 RUNYON: BSD Realty Buying Newark Property for $1.2 Million ------------------------------------------------------------- 22 Runyon St. & 194-196 Johnson Ave Corp. asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of the real property located at 22 W. Runyon St., Newark, New Jersey to BSD Realty Group for $1,170,000. The Debtor is a single asset real estate entity, owning the Property. On July 23, 2018, the Superior Court of New Jersey Chancery Division-Essex County, entered an order of Final Judgment of Foreclosure in the sum of $583,538. Since the Petition Date, the Debtor listed the Property for sale and retained Weichert Realtors New Group to assist with the sale of the Property. The liens that may encumber the Property include: a. Mortgage lien owed to Hampshire Holdings, L.L.C in the approximate amount of $590,414; b. Tax Sale Certificate #2017-1710, sold to TFS Cust For Fig Inv NJ13, record on 02/222018, in Instrument No. 2018015891 in the face amount of $35,165; c. Tax Sale Certificate #2018-1017, sold to FNA, DZ LLC, in the face amount of $8,460. The Property is a multi-unit apartment building consisting of thirteen units. It was marketed through multiple listing websites. During the time the Property was marketed there were three public showings, with a total of 21 people viewing the property and six subsequent offers. The first offer was for $800,000, which was a cash investor. The second offer was for $950,000 which was a cash investor. The third offer was for $950,000, which was a cash investor. The fourth offer was for $1 million, which was a cash investor. The fifth offer was for $1,167,000, which was a cash investor. The sixth offer was for $1,170,000, which was a cash investor. Subject to Court authorization, the Debtor has entered into a Purchase Agreement of sale for real estate to purchase the Property for a purchase price of $1,170,000. The Purchase Agreement and the sale to the Purchaser is contingent upon and subject to the Court's approval. The pertinent terms of the Purchase Agreement are: a. The Purchase Agreement provides for a $1,170,000 purchase price with an initial deposit of $10,000 and an additional deposit of $48,500. b. The closing is anticipated to occur within 30 days of Bankruptcy Court approval. c. The balance of the purchase will be due at closing. d. All representations made by the Seller in the Purchase Agreement, any riders or addenda to the Purchase Agreement, and any attorney review letters, including the letter, or any disclosures made by the Seller, are made to the best of the Seller's knowledge, information and belief and will not survive closing of title. The Seller specifically makes no representations regarding the Property which pertain to any time prior to Seller's ownership of the Property. Any statement contained in a Seller's Disclosure Statement or similar document delivered by the Seller to the Buyer or the real estate broker in this transaction, if any, will control over a more general statement or representation in the Purchase Agreement or any amendments to the Purchase Agreement, including any attorney review letters. e. The Seller assumes risk of loss or damage to the subject premises by fire or otherwise until closing. In case the premises should suffer damage beyond normal wear and tear, the Seller will repair or agree to provide at closing an agreed upon amount of a credit for said damage prior to closing. In the case where the cost of repairs exceeds 10% of the purchase price, the parties may attempt to negotiate a resolution and if one cannot be made, either party may cancel the Purchase Agreement and all deposit monies will be returned. f. Collected rents and collected additional rents and charges due under the leases will be adjusted as of the date of closing. In the event there are uncollected rents and/or additional rent and charges for periods prior to the closing due on the date of closing, and the Purchaser received the same, the Purchaser will hold the same in trust and will transmit and pay the seller such amounts as may be due to the seller within ten (10) days of the Purchaser’s receipt. g. In the event there are vacant apartments or apartments which become vacant prior to closing, Seller shall, prior to renting same, offer Purchaser the opportunity to pay the rent at the last monthly rental and to keep the apartment vacant until closing. h. The Purchase Agreement will be construed, interpreted and enforced pursuant to the laws of the State of New Jersey. i. The Purchase Agreement is subject to Bankruptcy Court approval. The Property was presented to the public and the value of $1,170,000 has been determined by the real estate market. The sale of the Property will satisfy all creditors in full. The Debtor submits that the Property is being sold for an amount greater than the aggregate value of all liens on such property. The sale will be free and clear of any and all liens, claims or interests. The net sales proceeds are being realized only because of the Debtors' efforts to bring the sale and with the assistance of professionals retained by order of the Court, and for fees approved by the Court. Significant time was invested in bringing the sale to realization and the real estate professionals have incurred actual costs in marketing the Property. But for the efforts of Debtor's counsel, real estate counsel, and the real estate professionals, the secured creditors would not have realized any sale proceeds until the eventual foreclosure sale and would not have benefited from the marketing campaign performed by the Realtor. Thus, the Debtor respectfully asks that the Realtor be paid from the proceeds without separate application. Following the sale, the Debtor's counsel will submit a fee application prior to receiving payment as a retained professional. The Debtors assert that given the goal by the parties in the case to sell the Property and bring the case to conclusion in the short term, there is cause to waive the stay and the Debtors request that upon approval of the sale, the 14-day period pursuant to Rule 6004(h) be waived by the Court. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/22_Runyon_St_28_Sales.pdf A hearing on the Motion is set for April 2, 2019 at 11:00 a.m. About 22 Runyon St. & 194-196 Johnson Ave Corp. 22 Runyon St. & 194-196 Johnson Ave Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-33431) on Nov. 28, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The Debtor tapped Scura, Wigfield, Heyer, Stevens & Cammarota LLP as its legal counsel. 32 THOMAS STREET: Taps Bernstein Shur as Legal Counsel ------------------------------------------------------ 32 Thomas Street, LLC received approval from the U.S. Bankruptcy Court of the District of Maine to employ Bernstein, Shur, Sawyer & Nelson, P.A. as its legal counsel effective Feb. 15. The services to be provided by the firm include: (a) advising the Debtor of its powers and duties in the continued management and operation of its business and properties; (b) negotiating with representatives of the Debtor's creditors and other parties-in-interest, and responding to creditor inquiries; (c) assisting the Debtor in the negotiation and preparation of a plan of reorganization, disclosure statement and related documents; (d) advising the Debtor in connection with any potential sale of its assets and business or in connection with any other strategic alternatives; (e) reviewing the Debtor's executory contracts and unexpired leases, and representing the Debtor in connection with the rejection, assumption or assignment of those leases and contracts; (f) representing the Debtor in adversary proceedings or automatic stay litigations; and (g) reviewing claims of creditors and preparing objections to those claims. Bernstein Shur will be paid at these hourly rates: Anthony Perkins $400 Lindsay Zahradka Milne $395 Roma N. Desai $340 Kaitlyn Husar $225 Angela L. Stewart $225 Karla M. Quirk $190 D. Sam Anderson, Esq., a shareholder of Bernstein, disclosed in a court filing that the members of the firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lindsay K. Zahradka, Esq. Bernstein, Shur, Sawyer & Nelson, P.A. 100 Middle Street, West Tower P.O. Box 9729 Portland, ME 04104 Tel: 207-774-1200 Fax: 207-774-1127 E-mail: lzahradka@bernsteinshur.com lmline@bernsteinshur.com About 32 Thomas Street LLC 32 Thomas Street, LLC filed as a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 24-26 Thomas Street Portland, Maine. 32 Thomas Street filed a Chapter 11 petition (Bankr. D. Me. Case No. 19-20054) on February 15, 2019. In the petition signed by Francis N.T. Monsour, sole member and manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. Roma N. Desai, Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., is the Debtor's counsel. The case has been assigned to Judge Michael A. Fagone. ACETO CORP: Gets Approval to Hire AP Services, Appoint CFO ---------------------------------------------------------- Aceto Corporation received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire AP Services, LLC, and appoint Rebecca Roof as chief financial officer. Ms. Roof, managing director of APS' affiliate AlixPartners LLP, will assist the company and its affiliates in evaluating and implementing strategic and tactical options through the restructuring process. Meanwhile, the restructuring services to be provided by APS personnel include negotiations with banks and the Debtors' advisors; assessment of the Debtors' strategic alternatives; preparation of reports; managing the claims and claims reconciliation processes; and assisting the Debtors in developing a business plan. The Debtors will pay APS a flat monthly fee of $250,000 for the services provided by the CFO. Additionally, the firm will be paid for all other services spent by its personnel at these hourly rates: Managing Director $990 – $1,165 Director $775 – $945 Senior Vice President $615 – $725 Vice President $440 – $600 Consultant $160 – $435 Paraprofessional $285 – $305 The firm will earn one or more "success fees" for its restructuring services if the following events occur: Success Fee Event Success Fee Amount Earned and Payable ----- ------------------ ------------------ Quarterly Covenant Waivers $100,000 Upon completion and Amendments Debt Restructuring $1,250,000 Upon completion Sale $1,000,000 Upon completion Plan Confirmation $1,000,000 Upon completion and bankruptcy court approval APS is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Rebecca A. Roof AlixPartners, LLP 909 Third Avenue, Floor 30 New York, NY 10022 Tel: +1 212 490 2500 Fax: +1 212 490 1344 About ACETO Corp. ACETO Corporation (NASDAQ: ACET), incorporated in 1947, is focused on the global marketing, sale and distribution of Human Health products (finished dosage form generics and nutraceutical products), Pharmaceutical Ingredients (pharmaceutical intermediates and active pharmaceutical ingredients) and Performance Chemicals (specialty chemicals and agricultural protection products). The Company employs approximately 180 people. With business operations in nine countries, ACETO distributes over 1,100 chemical compounds used principally as finished products or raw materials in the pharmaceutical, nutraceutical, agricultural, coatings and industrial chemical industries. ACETO's global operations, including a staff of 25 in China and 12 in India, are distinctive in the industry and enable its worldwide sourcing and regulatory capabilities. Aceto Corporation and 8 affiliates sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-13448) on Feb. 19, 2019. ACETO disclosed assets of $753,159,000 and liabilities of $702,848,000 as of Dec. 31, 2018. The Hon. Vincent F. Papalia is the case judge. The Debtors tapped Lowenstein Sandler LLP as counsel; Simmons & Simmons as foreign counsel; PJT Partners LP as investment banker and financial advisor; AP Services LLC as restructuring advisor; and Prime Clerk LLC as claims and noticing agent. AIR CANADA: S&P Raises Issuer Credit Rating to BB+, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings on March 28 raised its issuer credit rating on Montreal-based Air Canada to 'BB+' from 'BB' and its issue-level ratings on the company's US$400 million unsecured notes to 'BB+' from 'BB'. S&P's rating on Air Canada's senior secured debt is unchanged at 'BBB-'. In addition, S&P raised its issue-level ratings on half of the company's enhanced equipment trust certificates (EETCs), and affirmed the ratings on the other half. The upgrade chiefly reflects S&P's view that Air Canada has solid prospects to increase adjusted FFO-to-debt above 45% over the next couple of years. S&P currently expects adjusted FFO-to-debt of 50%-60% and adjusted debt-to-EBITDA of 1.5x-1.7x over the next two years. This improvement stems primarily from growth in earnings and operation cash flow from recent and prospective investments, execution on Air Canada's cost transformation program, earnings from the recently acquired Aeroplan loyalty business, lower per liter fuel prices, and modest debt reduction. S&P also assumes capital expenditures will taper off after peaking at a little more than C$3 billion in 2019 as the company completes its narrow-body fleet renewal program. This should contribute to a significant increase in free operating cash flow (FOCF) in 2020 providing more cushion to mitigate the balance-sheet impact in a stress scenario. The stable outlook primarily reflects S&P's expectation for modest deleveraging at least over the next couple of years, underpinned by adjusted EBITDA growth and debt reduction. The rating agency's base-case scenario assumes adjusted FFO-to-debt of 50%-60% over the next couple of years with adjusted FOCF-to-debt near 0% in 2019, improving to 15%-20% in 2020 as capital expenditures begin to taper off. Although unlikely within the next 12 months, S&P could raise the issuer credit rating on Air Canada if operating efficiency continues to improve, leading the rating agency to revise its assessment of the company's competitive position. In addition, S&P would need a higher degree of confidence that Air Canada can comfortably sustain adjusted FFO-to-debt above 45%, even after factoring in market conditions less favorable than in the rating agency's base-case scenario. S&P would also expect adjusted FOCF-to-debt to exceed 15% and for Air Canada to remain committed to sustaining credit measures at those more conservative levels. In this scenario, S&P could conclude that the improvement in earnings and cash flow generation provides sufficient downside protection to warrant an investment-grade rating. S&P could lower the issuer credit rating on Air Canada within the next 12 months if credit measures weaken considerably, such that the rating agency expects adjusted FFO-to-debt to be below 30%. This could occur if the company's adjusted EBITDA margin deteriorates from higher-than-expected operating costs or revenue declines from increased competition or weak macroeconomic conditions. This could also occur if net debt levels increase significantly potentially from negative free cash flow generation and aggressive shareholder returns. AMERICAN AIRLINES: Egan-Jones Lowers Sr. Unsecured Ratings to BB+ ----------------------------------------------------------------- Egan-Jones Ratings Company, on March 18, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by American Airlines Group Inc. to BB+ from BBB-. American Airlines Group Inc. is an American publicly traded airline holding company headquartered in Fort Worth, Texas. It was formed December 9, 2013, in the merger of AMR Corporation, the parent company of American Airlines, and US Airways Group, the parent company of US Airways. ARQUIDIOCESIS DE SAN JUAN: Court Dismisses Ch. 11 Bankruptcy Case ----------------------------------------------------------------- Bankruptcy Judge Edward A. Godoy granted the motion to dismiss the chapter 11 bankruptcy case of Debtor Arquidiocesis de San Juan de Puerto Rico filed by 184 current and former teachers and other employees of various Catholic schools in Puerto Rico (the "state court plaintiffs"). The state court plaintiffs seek dismissal of the bankruptcy case under section 1112(b)(4)(F), due to an "unexcused failure to satisfy timely any filing or reporting requirement established by [the Bankruptcy Code] or by any rule applicable to a case under [chapter 11]," and section 1112(b)(4)(E), for "failure to comply with an order of the court.” Specifically, the movants argue that at the hearing held Sept. 7, 2018 in adversary proceeding 18-00099, the court made clear that the bankruptcy estate in this case is comprised of “all the assets of the Roman Catholic Church of Puerto Rico, unless those assets are owned by fragments of the Church that are formally incorporated." The Dioceses of Mayaguez and Ponce are not separately incorporated entities, and thus cannot hold title to any property. Therefore, assets held by the Roman Catholic Church within those dioceses are property of the estate and must be disclosed. The debtor's failure to file the schedules, statement of financial affairs, monthly operating reports, and other required disclosures for the Dioceses of Ponce and Mayaguez, and as to any property transferred by the debtor to the Diocese of Arecibo after its incorporation, within the deadlines set by the court, they argue, constitutes cause for dismissal under section 1112(b)(4)(E) and (F). In its opposition, the debtor contends that the motion to dismiss should be denied as premature given that the decision of the Supreme Court of Puerto Rico this court relied on for its Sept. 7, 2018 order has been appealed to the Supreme Court of the United States. The writ of certiorari, filed Jan. 14, 2019, is still pending adjudication. The debtor also argues that dismissal is not in the best interests of the creditors. The debtor asserts that it will be proposing a plan of reorganization shortly. The debtor also suggests, as an alternative remedy, that the court enter an order lifting the automatic stay as to estate property found in the Dioceses of Ponce and Mayaguez. In this case, the bankruptcy petition was filed on August 29, 2018. The court granted the debtor's requests to extend the deadline to make the required disclosures, setting Oct. 30, 2018 as the deadline to file the first monthly operating report, and Oct. 31, 2018 as the deadline to file the schedules and other documents. The Archdiocese of San Juan and the Dioceses of Caguas and Fajardo-Humacao filed timely the requisite disclosures, which they have subsequently amended. The Dioceses of Ponce and Mayaguez did not do so. As to the Diocese of Arecibo, since it was incorporated six-days prior to the filing of the bankruptcy petition, the debtor’s schedules would only need to contain all property "not legally transferred [by the debtor] to the newly incorporated diocese under the laws of Puerto Rico prior to the bankruptcy filing." At a hearing held December 21, 2018, the court addressed the continued failure of the debtor to provide the required disclosures as to the Dioceses of Ponce, Mayaguez, and Arecibo. The court granted the debtor a final extension to comply with the reporting requirements. The debtor responded on Jan. 10, 2019 that it had been unable to persuade those dioceses to take part in the bankruptcy process. Therefore, as it stands now, more than six months after the bankruptcy case was filed, the schedules, statement of financial affairs, monthly operating reports, creditor matrix, and petition do not include the information corresponding to the Dioceses of Ponce and Mayaguez, and are thus incomplete. The court finds that this constitutes "cause" for dismissal under section 1112(b)(4)(E)&(F). The problem, with debtor's proposed plan is that it only takes into consideration the assets, liabilities, and creditors of part of the debtor: the Archdiocese of San Juan and the Dioceses of Caguas and Fajardo-Humacao. The Bankruptcy Code requires complete disclosure, it does not allow for piece-meal bankruptcy. While the court sympathizes with the debtor's predicament, it cannot permit a debtor to make an endrun around the Bankruptcy Code, whether by allowing it to only partially comply with the disclosure requirements, or by lifting the automatic stay as to the assets of the non-complying dioceses, as the debtor proposed. For these reasons, the court grants the motion to dismiss filed by the state court plaintiffs. A copy of the Court's Order dated March 18, 2019 is available at: http://bankrupt.com/misc/prb18-04911-352.pdf About Arquidiocesis de San Juan de Puerto Rico Arquidiocesis de San Juan de Puerto Rico -- http://www.arqsj.org/ -- is an unincorporated religious association in San Juan, Puerto Rico. Arquidiocesis de San Juan de Puerto Rico, a/k/a Iglesia Catolica Apostolica Y Romana, Arquidiocesis De San Juan De Puerto Rico, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-04911) on Aug. 29, 2018. In the petition signed by Father Alberto Arturo Figueroa Morales, vicar general, the Debtor estimated $10 million to $50 million in assets and liabilities. Carmen D. Conde Torres, Esq., at C. Conde & Assoc., is the Debtor's counsel. ARSHAM METAL: Wants to Obtain $1.5-Mil Loan, Use Cash Collateral ---------------------------------------------------------------- Arsham Metal Industries, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to enter into post-petition financing and to use its cash collateral in accordance with the proposed budget on an interim basis. AMI Capital Partners, LLC, the proposed postpetition lender, will provide secured DIP financing, and in accordance with the DIP Financing Agreement, up to $1.5 million to cover post-petition expenses, with an interest which is equal to LIBOR + 15%, with a LIBOR floor of 3%. A Commitment Fee of 2.5% of the Facility Amount will be payable upon funding of the Interim Draw. The proceeds of the DIP Facility will generally be used (1) to finance working capital needs, specified capital expenditures and general corporate purposes of the company, all in accordance with the DIP Budget; (2) to pay the fees, costs and expenses incurred by Arsham in connection with its chapter 11 case; and (3) to pay interest to, and the fees, costs, and expenses of, Lender. In exchange, the Lender will be given, enforceable, non-avoidable, and perfected post-petition security interests in, and liens on, all Arsham's assets including liens on post-petition receivables. Said DIP Liens will hold a superiority claim which will be senior in priority and superior to any security, mortgage, collateral interest, lien or claim on or to any of the Collateral. The DIP Credit Agreement will require Arsham to comply with the following milestone deadlines: (1) Within thirty days after the Filing Date, Debtor will file a motion seeking approval to engage an investment banker or broker to sell all of Arsham's assets. (2) Within the earlier of: (i) thirty days after filing a motion to hire an investment banker; and (ii) sixty days after the Filing Date, Debtor will file a motion for a Sale Process Order, which will be acceptable to Lender in its sole discretion, and, among other things, provide that: (a) Lender is a Qualified Bidder and will be the stalking horse bidder for the purchase of the Assets, (b) Lender is entitled to credit bid an amount up to the total amount owed by Debtor under the Postpetition Credit Term Sheet, the Postpetition Credit Agreement and any other Postpetition Document as of the Bid Deadline, (c) Lender will receive a breakup fee of not less than 2.5% of Lender's initial stalking horse bid in the event that Lender is not the successful bidder or if the Court has not entered an order approving Lender as the successful bidder by the Sale Order Deadline, (d) Lender will be reimbursed for all reasonable expenses incurred in connection with the Sale Process Order and the Asset sale process (such reimbursement will constitute an independent protection of Lender and will not be credited against or setoff by the Breakup Fee), and (e) With respect to any bid for the Assets by a party other than Lender, Debtor may not accept (i) the initial bid unless such bid exceeds the Stalking Horse Bid Amount by at least $100,000 ("Initial Minimum Bid"), (ii) any bid following the initial bid unless such bid exceeds the Initial Minimum Bid by $50,000 ("Minimum Bid") and (iii) any bid thereafter unless such bid exceeds the Minimum Bid by $50,000, which bid will thereafter be the Minimum Bid. (3) A Bid Deadline for the receipt of qualified bids from qualified bidders will occur on or before the 160th day after the filing of the motion to engage an investment banker (or such later date as Lender shall agree, in its sole discretion). (4) An Auction will be held on the 161st day after the motion to engage an investment banker/broker. However, if Debtor does not receive bids from a Qualified Bidder other than Lender by the Bid Deadline, no Auction will be held and Debtor will immediately seek the Court's approval of Lender as purchaser of the Assets. (5) Within three business days after the Auction, or if no Auction is held due to a lack of Qualified Bidders other than Lender, within three business days after the Bid Deadline, Debtor will obtain entry of an order of the Court approving the winning bidder as purchaser the Assets. (6) Closing will occur as soon as practical following court approval, with payment of all amounts under the DIP Facility to be paid at closing. Arsham's liabilities included secured obligations owed to Community Bank, with an aggregate balance of approximately $1.6 million, secured by liens against substantially all of Arsham's assets. MidSouth Bank is owed approximately $490,000 and is secured by junior liens on AMI’s accounts. The company also has vendor debt owed to more than of approximately $2.3 million, obligations owed to insiders of approximately $2 million, 941 payroll tax estimated at $300,000, and ad valorem and real property taxes of approximately $80,000. To the extent MidSouth's lien remains valid against Arsham's pre-petition cash and accounts receivable after entry of the judgment, Arsham agrees, subject to further order of the Court, to segregate its pre-petition cash and receivables and not use either during the pendency of its bankruptcy case. Arsham estimates that it will segregate approximately $90,000 after collection of the receivables. To the extent MidSouth's lien remains valid against Arsham's pre-petition inventory after entry of the judgment, Arsham also proposes to grant MidSouth a replacement lien in its post-petition inventory in an amount equal to the value of Arsham's inventory as of the Petition Date. Arsham currently estimates the value of the inventory as of the petition date at approximately $139,000. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/txsb19-31268-5.pdf About Arsham Metal Industries Arsham Metal Industries, Inc., also known as Arsham Aluminum Alloys is a full service scrap metal processing and recycling company based in Houston, Texas. The company provides copper, brass, lead, iron, steel, and brass recycling and processing services. Arsham Metal Industries filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-31268) on March 4, 2019. The petition was signed by Jeffery Arsham, chief operating officer. The case is assigned to Judge David R. Jones. The Debtor is represented by Melissa Anne Haselden, Esq. at Hoover Slovacek LLP. At the time of filing, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. ATLANTIC POWER: S&P Affirms 'B+' ICR, Alters Outlook to Positive ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating, its 'BB-' issue-level rating on Atlantic Power Corp.'s senior term loan B, senior revolving credit facility, and medium-term notes, and its 'CCC+' issue-level rating on the preferred shares. S&P's '2' recovery rating on all debt tranches is unchanged, indicating its expectation for substantial recovery (70%-90%; rounded estimate: 80%) in the event of a default. APC's financial performance in 2018 exceeded S&P's expectations with its adjusted debt-to-EBITDA around 5x. S&P expects the improving trend of credit metrics to continue in 2019 with its adjusted leverage ratio below 5x in 2020 and 2021. This is supported by APC's highly contracted cash flow profile and management's demonstrated commitment to deleveraging. S&P views favorably the company paying down around $100 million of debt in 2018, despite the material EBITDA reductions from the PPA termination of the San Diego assets as well as the contract expiration at its North Bay and Kapuskasing projects in Ontario (all of which was captured in the rating agency's prior projection). "The positive outlook reflects a possibility that we could raise the issuer credit rating on APC by one notch because we believe the company could achieve our adjusted debt to EBITDA below 5x over the next 12 months," S&P said. If APC meets S&P's adjusted debt-to-EBITDA projection of below 5x, it would likely be supported by deleveraging through excess cash flow sweep on the term loan B in line with management's guidance and by demonstrating its ability to continue extending expiring PPAs. The rating could also improve if the company continues to pursue growth opportunities while maintaining S&P Global Ratings' adjusted leverage. S&P could revise the outlook back to stable if its adjusted debt to EBITDA indicates an increasing trend above 5x on a sustained basis. This may be due to the inability to recontract expiring or obtain new PPAs, aggressive growth strategy through incremental debt issuances, or higher-than-expected operating costs to maintain power assets in the portfolio, creating volatility in cash flows available for debt service. AZURE LA PALMA: Seeks to Hire Raymond H. Aver as Counsel -------------------------------------------------------- Azure La Palma Royale Partners LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Raymond H. Aver, PC as its legal counsel. The services to be provided by the firm include: a. representing the Debtor at the initial interview and meeting of creditors; b. advising the Debtor regarding matters of bankruptcy law; c. representing the Debtor in contested matters; d. assisting the Debtor in the negotiation, preparation and implementation of a plan of reorganization; h. analyzing any secured, priority, or general unsecured claims; i. negotiating with secured and unsecured creditors regarding the amount and payment of their claims; and j. filing objections to claims. The firm will be paid at these hourly rates: Raymond Aver Shareholder $525 Kateryna Bilenka Associate $395 Marta Wade Of Counsel $325 Ani Minasyan Paraprofessional $150 Raymond Aver, Esq., assured the court that his 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 bankruptcy estate. The firm can be reached at: Raymond H. Aver, Esq. Law Offices of Raymond H. Aver, PC 10801 National Blvd., Suite 100 Los Angeles, CA 90064 Telephone: (310) 571-3511 E-mail: ray@averlaw.com About Azure La Palma Royale Partners Azure La Palma Royale Partners LLC operates Destiny La Palma Royale, a 199-bed senior care facility located at 525 W. La Palma Ave., Anaheim, California. The facility provides health care to elderly residents and residents with Alzheimer and dementia. Creditors Jing Liu, Lingtao Meng and Xianzhang XiaoA filed an involuntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-10075) against the Debtor on January 8, 2019. Rachel Gezerseh, Esq. at Ling Ly, LLP represents the petitioners as counsel. J. Nathan Rubin, M.D., F.A.C.C. was appointed as patient care ombudsman in the Debtor's bankruptcy case. The PCO tapped Resnik Hayes Moradi LLP as his legal counsel. Judge Catherine E. Bauer oversees the case. B&G FOODS: Egan-Jones Raises Senior Unsecured Ratings to B+ ----------------------------------------------------------- Egan-Jones Ratings Company, on March 18, 2019, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by B&G Foods, Incorporated to B+ from B. B&G Foods, Inc. is a holding company for branded foods. It was founded in 1889 to sell pickles, relish, and condiments. The B&G name is from the Bloch and Guggenheimer families, sellers of pickles in Manhattan. It is based in Parsippany, New Jersey and has about 2,500 employees. BALLANTYNE BRANDS: Taps GreerWalker as Financial Advisor -------------------------------------------------------- Ballantyne Brands, LLC and its affiliate received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ GreerWalker LLP effective as of March 1. GreerWalker will provide financial advisory services in connection with the Debtors' Chapter 11 cases. The firm's hourly rates are: William Barbee $460 Consultants $150 - $500 William Barbee, Esq., a partner at GreenWalker, attests that his firm is a "disinterested person" as that phrase is defined in section 101(14) of the Bankruptcy Code. The firm can be reached at: William A. Barbee GreenWalker LLP Carillon Building 227 W. Trade St., Suite 1100 Charlotte, NC 28202 Phone: 704-377-0239 About Ballantyne Brands Ballantyne Brands -- https://www.misticecigs.com/ -- manufactures electronic cigarette under the brand Mistic. Ballantyne Brands LLC, a Delaware limited liability company, and Ballantyne Brands LLC, a North Carolina limited liability company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 19-30083 and 19-30084) on Jan. 18, 2019. At the time of the filing, Ballantyne Brands disclosed $189,222 in assets and $16,613,740 in liabilities. Meanwhile, the company's North Carolina affiliate reported zero assets and liabilities of $1,586,511. The cases have been assigned to Judge Craig J. Whitley. Moon Wright & Houston, PLLC is the Debtors' legal counsel. BIG BEAR BOWLING: Proposes $20K Monthly Payment Under Plan ---------------------------------------------------------- Big Bear Bowling Bar, Inc., filed a first amended Chapter 11 Plan and accompanying first amended disclosure statement proposing a total monthly Plan payment of $19,987.68. Class 4 - General Unsecured Claims which will receive, over time, 100% of their claims, except when the Plan may designate a subclass of small "convenience class" claims, which will be paid in full on the Effective Date, and in rare situations the Plan may designate additional unsecured subclasses. Hibu, Inc., which filed a claim in the amount of $1,025, will be paid in full within seven days after Plan Confirmation. Broadway Advance, which filed a claim in the amount of $200,132, will be paid $3,685.74 per month. Firestone Financial, which has an allowed claim amount of $16,739.96, will be paid $308.13 per month. Payments to Broadway Advance and Firestone Financial include interest at 4% per annum. Classes 1 and 2 - Secured Claims will be entitled to be paid in full, over time, with interest. Class 1 is reserved for claims secured only by real estate that is an individual Debtor's principal residence. Class 2 contains all other secured claims. A full-text copy of the First Amended Disclosure Statement dated March 25, 2019, is available at http://tinyurl.com/y4wndh3lfrom PacerMonitor.com at no charge. About Big Bear Bowling Barn Big Bear Bowling Barn, Inc., owns the Bowling Barn located at 40625 Big Bear Boulevard, Big Bear Lake, California. Bowling Barn is a 16-lane bowling facility. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D) reporting gross revenue of $1.59 million in 2017 and gross revenue of $1.42 million in 2016. Big Bear Bowling Barn sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-12715) on April 2, 2018. In the petition signed by William Ross, president, the Debtor disclosed $1.51 million in assets and $2.18 million in liabilities. Judge Scott C. Clarkson presides over the case. Oaktree Law is the Debtor's legal counsel. Russell C. Barnes serves as the Debtor's broker to market and sell the Debtor's property located at 40679 Big Bear Blvd., Big Bear Lake, California 92315. BLACKFOOT SCHOOL: Moody's Affirms Ba1 on 2010 Refunding Bonds ------------------------------------------------------------- Moody's Investors Service has affirmed the Ba1 underlying rating on Bingham County School District 55 (Blackfoot), Idaho's General Obligation Refunding Bonds, Series 2010, affecting approximately $3.8 million in debt outstanding. The outlook on the underlying rating was revised to positive from negative. RATINGS RATIONALE The Ba1 underlying rating reflects the third year of slowly improving district finances, with positive ending General Fund balance in fiscal 2018 for the first time since fiscal 2013. The rating further reflects the modestly growing $1.2 billion tax base, below-average socioeconomic metrics, and the largely rural, agricultural local economy which has been notably stable even through the last recession. Debt is low, with rapid amortization, with no expectations for future debt issuance. Pension liabilities are somewhat elevated compared to full value, but manageable and consistent with peers as a share of operating revenues. RATING OUTLOOK The positive outlook reflects Moody's expectations the district's finances will continue to improve over the next 12-18 months, with growing fund balance and cash providing adequate reserves to support the district's operations. Additionally, the positive outlook reflects Moody's expectation the district will not issue a Revenue Anticipation Note in calendar year 2019 due to improving reserves. FACTORS THAT COULD LEAD TO AN UPGRADE - Sustained trend of improvement in fund balance and liquidity - Demonstration of an end to the district's reliance on cash-flow notes - Implementation of policies and procedures to separate the General Fund and Debt Service fund FACTORS THAT COULD LEAD TO A DOWNGRADE - Decline in reserves or liquidity in the General or operating funds - Substantial decline in the local economy or further weakening of socioeconomic metrics LEGAL SECURITY The bonds are secured by the district's full faith, credit and unlimited property tax pledge. USE OF PROCEEDS Not applicable. PROFILE Blackfoot School District 55 is located 30 miles southwest of Idaho Falls and 250 miles east of Boise (Aa1), and serves the city of Blackfoot, which is the county seat of Bingham County. The district serves a total population of approximately 21,000. Operating 11 schools, the district serves approximately 3,600 students from kindergarten to 12th grade. BLACKSTONE CQP: S&P Affirms B Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed the 'B' issuer credit rating on Blackstone CQP Holdco L.P. (BXCQP), raised its issue-level rating on the secured debt to 'B+' from 'B' and revised the recovery rating to '2' (70%-90%; rounded estimate: 75%) from '3'. BXCQP owns a 40.5% limited partnership interest in master limited partnership Cheniere Energy Partners L.P. (CQP) and depends solely on distributions from CQP to meet its financial obligations. CQP's unit price has strengthened over the past 12 months and the partnership raised its most recent quarterly cash distribution to $0.59. BXCQP is rated under S&P's non-controlling equity interest (NCEI) criteria, which are used to rate debt instruments issued by entities that own a non-controlling interest in one or more other entities (the investee company). The starting point for the rating is the 'BB' issuer credit rating on Cheniere Energy Partners L.P. (CQP). The stable outlook on BXCQP reflects S&P's expectation of stable distributions and the rating agency's view of modest distribution growth, which would support adequate liquidity and stand-alone leverage in the 4.50x-4.75x range for 2019, improving to the mid-3x area in 2020. "We could consider lowering the rating if BXCQP faces liquidity challenges resulting from lower-than expected distributions. This could occur if SPL experiences significant operational challenges such that cash flows distributed to the partnership are lower than expected. Though unlikely due to the contracted nature of its cash flows, we could also lower the rating if CQP sustains leverage above 3x, causing us to lower the rating," S&P said. "We could consider higher ratings over time if distributions grow more quickly than expected and excess cash flow is used to reduce debt, resulting in adjusted leverage remaining below 3x. We could also consider a higher rating if CQP maintains adjusted leverage below 2x, leading us to raise the rating," S&P said. BRIDGEHEAD NETWORKS: Seeks to Hire Kell C. Mercer as Legal Counsel ------------------------------------------------------------------ Bridgehead Networks, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Kell C. Mercer, P.C. as its bankruptcy counsel. The services to be provided by the firm include: - advising the Debtor of its rights, duties and powers under the Bankruptcy Code; - advising the Debtor regarding compliance with the United States Trustee guidelines; - assisting the Debtor in its consultations with creditors and parties in interest relating to the administration of its Chapter 11 case; - negotiating with representatives of creditors and other parties in interest; - advising the Debtor as to its communications to the general creditor body regarding significant matters in its bankruptcy case; - represent the Debtor in cash collateral proceedings; and - assisting the Debtor in formulating a bankruptcy plan and disclosure statement, participating in negotiations, and prosecuting a plan to confirmation, if possible. Mercer will charge an hourly fee of $400. It received $8,850 from the Debtor and $12,750 from its shareholder and chief executive officer, Harry Nass, III, as retainer and as payment for the filing fee. The firm currently holds a retainer in the amount of $19,883. Kell Mercer, Esq., 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 estate. The firm can be reached at: Kell C. Mercer, Esq. Kell C. Mercer, P.C. 1602 E. Cesar Chavez Street Austin, TX 78702 Tel: (512) 627-3512 Fax: (512) 597-0767 E-mail: kell.mercer@mercer-law-pc.com About Bridgehead Networks Bridgehead Networks -- http://www.bridgeheadnetworks.com-- provides many different managed website hosting solutions, including IT outsourcing and managed services, network assessments and system compliance, security, cloud computing, disaster discovery and business continuity, structured cabling, and data recovery services. The Company is headquarted in San Antonio, Texas. Bridgehead filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-50320) on Feb. 13, 2019. In the petition signed by Harry Nass, president, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The case has been assigned to Judge Craig A. Gargotta. The Debtor is represented by Kell C. Mercer, PC. BUEHLER INC: Moran Buying Save-A-Lot Grocery Stores Assets ---------------------------------------------------------- Buehler, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Indiana to authorize (a) the private sale of assets they used in the operation of six Save-A-Lot branded grocery stores in Indiana and Kentucky, which stores are located at (i) New Albany, Indiana, (ii) Salem, Indiana, (iii) North Vernon, Indiana, (iv) Washington, Indiana, (v) Columbus, Indiana, and (vi) Louisville, Kentucky; and (b) the assumption and assignment of certain executory contracts and unexpired leases to Moran Foods, LLC, doing business as Save-A-Lot, for (i) assumption of the Assumed Liabilities up to the Cure Cap and the PTO Cap, plus (ii) cash equal to the mutually agreed upon value of the non-Buyer inventory customarily sold by Buyer and located at each Grocery Store (calculated based on a mutually agreeable value mechanism), plus (iii) cash equal to the Buyer inventory originally supplied by the Buyer located at each Grocery Store based upon the mutually agreed upon value, provided however, in lieu of cash, Buyer may apply a dollar-for-dollar credit towards the purchase of the Buyer inventory originally supplied by Buyer based upon a waiver of the Buyer's unpaid administrative expense claim as of the Closing Date. Following the Petition Date, the Debtors determined that their best strategy for reorganizing continued to be closing the unprofitable stores, but also to sell their seven better performing Save-a-Lot Branded Stores and focus on managing their four better performing Cash Saver branded stores. They determined that not only would the sale enable them to better focus on a specific set of stores, it should generate significant proceeds to satisfy certain claims. On Dec. 13, 2018, the Debtors filed their Sale Motion asking authority to sell the Save-a-Lot Branded Stores free and clear of all Liens, claims, encumbrances, and other interests through an bidding and auction process. On Jan. 2, 2019, the Court entered the Sale Procedures Order, authorizing the Debtors to move forward with the bidding and auction process. Subsequently, the Debtors contacted potential interested parties and marketed the Save-a-Lot Branded Stores. Despite their initial marketing efforts and interest from several potential bidders, the Debtors did not receive any bids by the bid deadline. Subsequently, the Debtors sought entry of an order, which was granted, to extend the bid deadline to solicit further interest in the Save-a-Lot Branded Stores. Again, the Debtors did not receive a qualified bid by the extended bid deadline of Feb. 8, 2019. As such, they did not conduct an auction and filed a notice indicating that they'd no longer be seeking to effect a sale of the Save-A-Lot Branded Stores through a public sale process pursuant to the Sale Motion. On Feb. 22, 2019, the Debtors and Moran executed a term sheet pursuant to which the parties agreed, subject to approval by Bankruptcy Court, that Moran may (i) purchase from the Debtors certain assets related to the operation of the Stores free and clear of all liens, claims, encumbrances, and other interests; and (ii) assume certain executory contracts and unexpired leases and liabilities related to the operation of the Business at the Stores. The sale will be free and clear of liens, claims, interests and encumbrances. The Term Sheet sets out the general terms and conditions of the Transaction, subject to completion of Moran's due diligence to its satisfaction, in its sole discretion. The Term Sheet is not a binding agreement except to the extent that it establishes an obligation on each party to negotiate in good faith with a view to executing a definitive, legally binding agreement. To the extent that the parties execute an Asset Purchase Agreement, the Debtors will file the executed Asset Purchase Agreement on the Bankruptcy Court docket no later than March 14, 2019, three business days prior to the hearing to approve the relief sought in the Motion. The sale of the Purchased Assets and the assumption of the Assumed Contracts will enable the Debtors to recover deposits they have with Moran, utilities and vendors for the Stores, which deposits will fund the Debtors' ongoing reorganization of their Cash Saver branded stores. No later than two business days following the filing of the Motion with the Court, the Debtors will serve the cure notice upon each counterparty to an Assumed Contract. The Debtors have been in communication with the landlord counterparty to the unexpired lease for each Store, and the Landlords are aware of the potential for assumption and assignment of their unexpired leases to Moran. To the extent the Debtors enter into any lease amendments with Landlords, the Debtors will file the executed lease amendments on the Bankruptcy Court docket along with the Asset Purchase Agreement no later than March 14, 2019. A private sale is appropriate because the Purchased Assets were publicly marketed by the Debtors and there were no other offers, even after the bid deadline was extended. Indeed, the private sale mechanism will lead to a quicker sale than restarting the auction process, and the Debtors are thoroughly satisfied from their own marketing efforts that there is no other buyer for the Purchased Assets. The Debtors asks that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d) or, in the alternative, if an objection to the sale is filed, reduce the stay period to the minimum amount of time needed by the objecting party to file its appeal. A copy of the Term Sheet attached to the Motion is available for free at: http://bankrupt.com/misc/Buehler_Inc_264_Sales.pdf About Buehler, Inc. Buehler, Inc., et al., are Indiana companies with their principal place of business in Jasper, Indiana. They operate a chain of 15 grocery stores located in Indiana, Kentucky and Illinois. Buehler, Inc., based in Jasper, IN, and affiliates sought Chapter 11 protection (Bankr. S.D. Ind. Lead Case No. 18-71145) on Oct. 17, 2018. In the petition signed by CEO David Buehler, debtor Buehler, Inc., estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Buehler, LLC, estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The Hon. Basil H. Lorch III oversees the case. James R. Irving, Esq., at Bingham Greenebaum Doll LLP, serves as bankruptcy counsel. BUILDING 1600: Has Authority to Use Cash Collateral on Final Basis ------------------------------------------------------------------ U.S. Bankruptcy Judge Jeffery W. Cavender has entered a final order authorizing Building 1600, L.L.C. to use cash collateral for the Permitted Purposes. During the cash collateral period, the Debtor will maintain a debtor-in-possession checking account as required by the U.S. Trustee's Operating Requirements. The Debtor will deposit all cash collateral into its DIP Account. From the DIP Account, the Debtor will pay its authorized post-petition expenses. The Debtor may not exceed the Budget for any given line item by more than 10% of the aggregate amount budgeted for that line item per month. Midtown Bank and Trust Company ("MBTC"), a division of First Landmark Bank, n/k/a National Bank of Commerce asserts a claim against the Debtor in the approximate amount of $342,593, secured by substantially all assets of the Debtor, including rents, fixtures, equipment, and furnishings. Charles D. Menser, Jr. and Menser & Company, P.C. guaranteed repayment of the obligation. As adequate protection of its interests, MBTC is granted a replacement lien in Debtor's property of the kind and in the priority as MBTC's lien may have attached to MBTC's property as of the Petition Date. As additional adequate protection, the Debtor will make monthly interest payments to MBTC in the amount of $1,487.15, based on an outstanding principal balance of $299,929 and the interest rate of 5.95% as provided in the Note. Moreover, the Debtor will provide copies of the monthly operating reports filed with the Court to the U.S. Trustee and to MBTC, or to its attorney to the extent that an attorney has filed a notice of appearance. All cash collateral will remain subject to the lien and claim of MBTC under the Final Order. A copy of the Order is available at http://bankrupt.com/misc/ganb18-71813-31.pdf About Building 1600 Building 1600, L.L.C., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 18-71813) on Dec. 31, 2018. In the petition signed by Charles D. Menser, Jr., manager, the Debtor estimated under $500,000 in assets and the same range of liabilities. Paul Reece Marr, P.C., led by founding partner Paul Reece Marr, Esq., is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. BUSY B'S: Seeks to Hire Martin Cowie as Accountant -------------------------------------------------- Busy B's, LLC seeks authority from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire an accountant. The Debtor proposes to employ Martin Cowie to compile monthly reports, perform projection and financial analysis, draft tax returns, and work on the financial aspects of the Debtor's reorganization. The accountant will be paid an hourly fee of $175. Mr. Cowie assures the court that he neither holds nor represents any interest adverse to the interest of the Debtor's bankruptcy estate. The firm can be reached at: Martin J. Cowie, CPA 5162 Island View Drive Oshkosh, WI 54901 Phone: (920) 385-0255 About Busy B's, LLC Busy B's, LLC is a privately held company in Rio, Wisconsin that provides freight transportation services. Busy B's filed a Chapter 11 petition (Bankr. W.D. Wis. Case no. 19-10706) on March 15, 2019. In the petition signed by Donald Borde, member, the Debtor disclosed $255,000 in assets and $5,941,258 in liabilities. Paul Swanson, Esq., at Steinhilber Swanson LLP represents the Debtor as counsel. The case has been assigned to Judge Brett H. Ludwig. BUSY B'S: Seeks to Hire Steinhilber Swanson as Legal Counsel ------------------------------------------------------------ Busy B's, LLC seeks authority from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire Steinhilber Swanson LLP as its general bankruptcy counsel. The specific professional services that the Debtor expects of Steinhilber are: a. preparation of bankruptcy schedules and statements (estimated cost: $4,000); b. preparation of the disclosure statement and plan of reorganization, attendance at hearings and negotiations (estimated cost: $25,000); c. preparation and review of pleadings, motions and correspondence (estimated cost: $5,000); d. appearance at various proceedings before the bankruptcy court (estimated cost: $15,000); e. case administration tasks and dealing with procedural issues (estimated cost: $5,000); f. assisting the Debtor with the commencement of debtor-in-possession operations (estimated cost: $7,500); and g. analysis of claims and prosecution of claim objections (estimated cost: $5,000. Steinhilber's hourly rates are: Paul G. Swanson Partner $495 John W. Menn Partner $300 Carrie Werle Associate $250 Heather Saladin Paralegal $150 Cynthia A. Krutke Paralegal $120 Samantha J. Pierstorff Legal Secretary $100 Paul Swanson, Esq., a partner at Steinhilber, attests that his firm neither holds nor represents any interest adverse to the Debtor, the bankruptcy estate, creditors, or any other party in interest, and is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul G. Swanson, Esq. Steinhilber Swanson LLP 107 Church Avenue Oshkosh, WI 54901 Tel: 920-426-0456 920-235-6690 Email: pswanson@steinhilberswanson.com About Busy B's LLC Busy B's, LLC is a privately held company in Rio, Wisconsin that provides freight transportation services. Busy B's filed a Chapter 11 petition (Bankr. W.D. Wis. Case no. 19-10706) on March 15, 2019. In the petition signed by Donald Borde, member, the Debtor disclosed $255,000 in assets and $5,941,258 in liabilities. Paul G. Swanson, Esq., at Steinhilber Swanson LLP, represents the Debtor as counsel. The case has been assigned to Judge Brett H. Ludwig. C&S GROUP: Moody's Alters Outlook on Ba2 CFR to Negative -------------------------------------------------------- Moody's Investors Service changed the ratings outlook for C&S Group Enterprises LLC's (C&S) to negative from stable. Additionally Moody's affirmed the company's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating and the Ba3 rating of the company's $400 million senior secured notes due 2022. "C&S' profitability has been negatively impacted by the continued investment in its Warehouse Technologies business, thereby weakening its credit metrics with leverage expected to remain above 4.0 times for fiscal year ending September 2019", Moody's Vice President Mickey Chadha stated. "Although the investments being made are positive for the long term success of the company, leverage could remain elevated for an extended period of time if product implementation and acceptance does not go according to plan especially in the current challenging business environment, hence the negative ratings outlook", Chadha further stated. Outlook Actions: Issuer: C&S Group Enterprises LLC Outlook, Changed To Negative From Stable Affirmations: Issuer: C&S Group Enterprises LLC Probability of Default Rating, Affirmed Ba2-PD Corporate Family Rating, Affirmed Ba2 Senior Secured Regular Bond/Debenture, Affirmed Ba3 (LGD5) RATINGS RATIONALE C&S's credit profile (Ba2, negative) reflects the company's leading position in a highly fragmented industry, a moderate funded debt level, and good liquidity. The rating also reflects the risks associated with the company's high customer concentration, it's very thin margins, and its high fixed cost structure. The company's leverage is currently at about 4.8 times but Moody's expects improvement in the leverage metric to below 4.0 times in the next 12-18 months as EBITDA generated by the company's Warehouse Technologies LLC affiliate improves, seasonal borrowings decline, and topline grows through new customer additions and increased sales to existing customers. The company agreed to ease terms to two of its customers, Tops Markets and Southeastern Grocers (BI-LO), both of which filed for bankruptcy in 2018 in order to provide temporary liquidity. This temporarily elevated borrowings under the company's ABL facility. However, Moody's expects these borrowings to decline as the extended terms wind down in the next 12 months as both companies have since emerged from bankruptcy. There was minimal impact to the company's profitability due to these bankruptcies as C&S continues to distribute to these customers and although Southeastern Grocers has reduced its store base a number of these stores were sold to C&S' existing customers. The negative rating outlook reflects the uncertainty surrounding the EBITDA improvement of the company's Warehouse Technologies affiliate which is key to improving credit metrics in the next 12 months. The ratings outlook could be stabilized if debt/EBITDA falls below 4.0x and EBITA/interest improves to above 1.5x. Given the negative ratings outlook an upgrade is unlikely in the near to medium term. In the longer term, a higher rating would require a stable operating environment, a continuation of current business volumes, balanced financial policies particularly regarding future growth through acquisitions, sustained EBITA/interest above 3.0 times, and sustained debt/EBITDA below 3.0 times. A material loss of revenue or negative impact on cash flow from serviced stores due to closures or divestitures or loss of any material customer could result in a downgrade. Quantitatively, ratings could be lowered if EBITA/interest is sustained below 1.5 times or debt/EBITDA remains above 4.0 times. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. C&S Group Enterprises LLC, issuer of the rated debt, is a financing subsidiary of C&S Wholesale Grocers Inc. and four affiliated operating companies. C&S Wholesale Grocers is a private distributor of groceries to food retailers in the U.S. The company is headquartered in Keene, New Hampshire and is owned by the Cohen family. Consolidated revenues are approximately $27 billion. CENTENE CORP: Moody's Affirms Ba1 Senior Debt Rating ---------------------------------------------------- Moody's Investors Service has affirmed the Ba1 senior debt rating of Centene Corporation (Centene; NYSE: CNC) following the company's announcement that it will acquire WellCare Health Plans, Inc. (WellCare; see separate WellCare press release) for a total enterprise value of $17.3 billion, and has $8.35 billion in committed financing for the cash consideration. WellCare shareholders will receive a fixed exchange ratio of 3.38 Centene shares (approximately $9.4 billion as of March 26, 2019) and $120 in cash for each share of WellCare common stock. The insurance financial strength (IFS) ratings of Centene's operating subsidiaries, all of which are rated Baa1, have also been affirmed. The outlook on Centene remains stable. WellCare is a Medicaid-focused health insurer with approximately 4.5 million medical members, excluding prescription drug plan (PDP) membership. It has leading Medicaid positions in Illinois, Florida, Michigan, Kentucky, Georgia and Missouri. RATINGS RATIONALE In affirming the ratings, Moody's noted that Centene's business profile will benefit from the acquisition of WellCare. Specifically, it will boost the company's Medicaid footprint by adding three new states for a total of 30. It will also more than double Centene's Medicare business while adding eight new states in that segment. Centene's medical membership will increase by approximately 4.5 million to 18.5 million (excluding PDP membership), which will make it the fourth largest health insurer by membership, up from sixth place. Finally, Centene will gain WellCare's PDP business, which is set to grow significantly in 2020 with the addition of Aetna's PDP business. Offsetting these benefits to Centene's business profile are increased financial risks. While Centene is issuing a significant amount of equity, which Moody's views as creditor friendly, the debt level is more than doubling and the deal will incur a substantial increase in goodwill. Debt to pro-forma EBITDA is expected to increase to approximately 3.2x at closing, Moody's expects that it would return to the pre-acquisition level of around 2.7x or better in 12-18 months due to EBITDA growth. Moody's further expects that the debt-to-capital ratio, which was 40.5% at year-end 2018 (with Moody's adjustments) should remain stable at deal closing, assuming Centene's stock price remains roughly the same. Moody's notes that there is a fixed exchange rate for the stock aspect of the transaction. Therefore, if the stock price is lower at closing, Centene's debt-to-capital ratio would increase. Moody's added, therefore, that the stable outlook also contemplated debt issuance at levels with adjusted debt-to-capital of up to 45%. Centene's credit strengths include the following: its good reputation in the Medicaid market, which has been a growth engine for the industry in recent years; its strong unregulated cash flow supported by growing specialty businesses; and the ability to effectively manage the medical loss ratio. Centene's credit challenges include the following: political risk in the Medicaid and individual market if healthcare reform efforts are revived; the greater reliance on full risk business relative to its larger peers leaves Centene more vulnerable to unexpected increases in medical trend; the successful integration of WellCare. RATINGS DRIVERS Factors that could lead to an upgrade include the following: financial leverage with Moody's adjustments maintained at 40% or below with well-laddered maturities; Debt to EBITDA < 2.2x; risk-based capital at the company action level (CAL) maintained above 200%; a further reduction in the Medicaid concentration along with reduced reliance on full risk membership. Factors that could lead to a downgrade include the following: risk-based capital level falls to 175% of CAL or below; EBITDA margins fall consistently below 3.5%; membership declines of over 10% the next two-to-three years; and financial leverage sustained above 40% and/or debt-to-EBITDA above 3.0x. The following ratings were affirmed: Centene Corporation -- senior unsecured debt rating at Ba1; corporate family rating at Ba1; senior unsecured shelf debt rating at (P)Ba1; subordinated debt shelf rating at (P)Ba2; preferred stock (cumulative and non-cumulative) shelf rating at (P)Ba3. Coordinated Care Corp. Indiana, Inc. -- insurance financial strength rating at Baa1; Health Net of California, Inc. -- insurance financial strength rating at Baa1; MHS Health Wisconsin -- insurance financial strength rating at Baa1; Peach State Health Plan, Inc. -- insurance financial strength rating at Baa1; Superior HealthPlan, Inc. -- insurance financial strength rating at Baa1; Bankers Reserve Life Insurance Company of Wisconsin -- insurance financial strength rating at Baa1. Outlook Actions: Issuer: Centene Corporation Coordinated Care Corp. Indiana, Inc. Health Net of California, Inc. MHS Health Wisconsin Peach State Health Plan, Inc. Superior HealthPlan, Inc Bankers Reserve Life Insurance Company of Wisconsin Outlook, Remains Stable Centene Corporation is headquartered in St. Louis, Missouri. In 2018, it posted revenues of $60.1 billion and had 14.0 million medical members. The company operates in 32 states and 2 international markets. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to pay punctually senior policyholder claims and obligations. The principal methodology used in these ratings was US Health Insurance Companies published in May 2018. CENTENE CORP: S&P Affirms 'BB+' Issuer Credit Rating ---------------------------------------------------- S&P Global Ratings said it affirmed its 'BBB+' financial strength rating on insurance operating companies of Centene Corp. (NYSE: CNC), and its 'BB+' issuer credit rating on the holding company. The outlook is positive. At the same time, S&P placed its 'BB' issuer credit rating on WellCare Health Plans Inc. (NYSE:WCG) on CreditWatch Positive. The consolidation in the U.S. health care space shows no signs of slowing down. Centene announced that it is acquiring WellCare for $17.3 billion, including outstanding debt. Centene is planning to fund this proposed acquisition with an approximate mix of 62% equity and 38% debt. Depending on equity pricing at the time of closing, S&P estimates that this transaction would result in financial leverage of around 40%-43%, compared to 39% as of year-end 2018. Centene has shown its commitment to its longer-term financial leverage target of around 40%. If leverage ends up higher than 40% at the close of this acquisition, S&P expects Centene to de-lever in a short time to 40% or below, as it did during its acquisition of HealthNet. This is an important consideration in S&P affirming its rating on Centene, rather than taking a negative rating action, despite the increase in its debt burden at transaction close. "We are placing our ratings on WellCare on CreditWatch Positive. If this transaction receives the necessary approvals and is completed, we would likely view WellCare as core to the Centene group. We would then align our ratings on WellCare with our ratings on Centene at the close of the transaction. We currently rate Centene one notch higher than WellCare," S&P said. The outlook on Centene is positive. On a stand-alone basis, Centene's capital and leverage improved in 2018, and even with this transaction, S&P may raise its ratings on the group by one notch in the future. S&P will likely upgrade Centene by one notch if: -- After this transaction, the group remains committed to its 40% long-term financial leverage target; -- Capitalization remains redundant close to the 'BBB' level as per S&P's capital model; and -- Operating performance remains stable, with EBIT returns on revenues around 3%-4%. S&P may take a negative rating action on Centene, if it doesn't meet the financial expectations mentioned above or if integration risk from this transaction creates operational hiccups at the company. CITGO PETROLEUM: Fitch Affirms 'B' IDR, Off Watch Negative ---------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) of CITGO Petroleum (Opco) at 'B' and of CITGO Holding (Holdco) at 'CCC.' In addition, Fitch has removed both IDRs from Rating Watch Negative and assigned a Stable Outlook to Opco. Fitch has also assigned a 'BB'/'RR1' to the company's new $1.2 billion Opco term loan and has withdrawn the ratings for Opco's revolver, which was eliminated as part of the refinancing. The main driver for the removal of the Rating Watch Negative was the successful replacement of Opco's 2019 revolver with equivalent liquidity from a new senior secured term loan. In addition, the refinancing created favorable revisions to change in control language for a substantial amount of CITGO's debt, reducing change in control risks for the company. A forced refinancing through change in control clauses is the main risk that PDVSA poses for CITGO, and Fitch believes the revisions will lower the future risk of this event. Transaction Summary: Net proceeds from the $1.2 billion 2024 senior secured term loan will be used to replace liquidity from the company's $900 million senior secured revolver and $320 million A/R Securitization facility (both retired at close). The new term-loan shares pari-passu with the collateral securing Opco's other secured debt. This security is comprised of CITGO's interests in its three main refineries (Lake Charles, Corpus Christi, and Lemont) as well as A/R and inventories. KEY RATING DRIVERS Transaction Reduces Refinancing Risk: The $1.2 billion term loan transaction addresses earlier refinancing concerns around the company's $900 million senior secured revolver (which was due in July). While CITGO was unable to renew its syndicated revolver due to bank concerns over sanctions against PDVSA, it was able to find alternate (albeit somewhat expensive) liquidity in the term loan market to replace both its $900 million senior secured revolver and its A/R Securitization program. This demonstrated market access also bodes well for the upcoming refinance of the Holdco's $1.875 billion 10.75% notes, which are due in February 2020. Reduced Change of Control Risks: Contagion is the main risk that PDVSA poses for CITGO, primarily through change of control clauses, which could force CITGO to refinance most of its debt in the event PDVSA was no longer its majority owner. The financial weakness of parent PDVSA ('RD') means that there are several paths that could trigger change of control. If unable to obtain sufficient consents from lenders, Citgo would be obligated to offer to repurchase outstanding senior notes at 101. Fitch believes changes in change of control language in the new term loan have lowered that risk. The new term loan replaces previous language with a less restrictive two-part test: less than majority ownership stake by PDVSA, and an associated credit downgrade within 90 days. Fitch believes the new test has a lower probability of being triggered, given CITGO's relatively strong stand-alone credit profile, and the improvement in CITGO's credit quality which would result from the elimination of the PDVSA overhang. The refinancing also eliminated the restrictive three-day replacement timing window associated with the revolver and IRBs. Higher Interest Expense Manageable: While the new term loan is an expensive realized source of liquidity, it puts to rest earlier questions surrounding the company's market access, which had been the main driver behind the Negative Watch. The TL is expected to price at approximately L+ 500, with an OID of 99. As a result, Fitch expects gross interest expense at Opco will rise from approximately $120 million to $202 million in its base case. Nonetheless, the increase is quite manageable in the context of CITGO's strong FCF, limited capex needs, and growing cash balances. Operational Impact of Sanctions: Stepped up U.S. sanctions against Venezuela have effectively halted crude purchases from PDVSA for U.S. refiners unless payments are disbursed to the opposition party in Venezuela, or other approved officials outside the Maduro regime. This has forced CITGO to procure alternate supplies. CITGO's crude supply agreement allowed for up to 310,000 bpd of crude sales from Venezuela, although declining PDVSA oil production in recent years has meant purchases of Venezuelan crude had been declining. While CITGO has a good track record of buying from third party suppliers on economic terms (as of Q3 2018, 77% of crude purchases were open market and just 23% from PDVSA), there continues to be execution risk associated with finding new long term supplies, given the scarcity of heavy sour barrels in the gulf, and the potential for less favorable pricing or terms, including trade credit. Strong Refining Assets: CITGO owns and operates three large, high-quality refineries, providing sufficient economies of scale to compete with larger tier-one refiners. CITGO's refineries have above-average complexity, including substantial coking capacity, which allow it to run a wide range of discounted heavy and sour crudes, which boost margins. The company should benefit from new IMO regulations in 2020, which are expected to both boost distillate demand and result in additional discounting for heavy sour crudes. CITGO's flexible refining system also allows for processing of significant amounts of discounted light sweet shale crude, as well as favorable access to export markets, which is important to maintaining competitive gross margins relative to peers. Improved Governance: In line with U.S. sanctions, CITGO has severed all relationships with its PDVSA-appointed board and a new board has been installed by the Guaido-led faction of Venezuela, including Luisa Palacios as Chairwoman, Edgar Rincon, Luis Urdaneta, Angel Olmeta, Andres Padilla, and Rick Esser. Operationally, CITGO has ceased all financial and operational interactions with PDVSA, including oil related sales. The new board has extensive energy sector experience but remains untested in its current board role. Nonetheless, Fitch believes governance is set to improve at the company post separation and will continue to monitor the situation. Parent-Subsidiary Linkage: Fitch's IDR for Holdco is three notches below that of its stronger subsidiary, Opco. There has historically been a relatively strong operational linkage between CITGO and ultimate parent PDVSA (Long-Term Foreign and Local Currency IDRs RD). This relationship was evidenced by a history of use of CITGO as a source of dividends to its parent, including frequent placement of PDVSA personnel into CITGO executive positions, control of CITGO's board by its parent, and existence of a crude oil supply agreement. However, these linkages have effectively been eliminated in the face of recent sanctions, which cut the company off from PDVSA crude sources and continues to restrict its ability to move dividends beyond Holdco and up to ultimate parent PDVSA. It is unclear how quickly such linkages would be restored in the event of regime change in Venezuela. Important legal and structural separations continue to exist between Opco and its parent entities. CITGO is a Delaware corporation with U.S. domiciled assets and is separated from PDVSA by two Delaware C-Corps. CITGO's secured debt also has strong covenant protections, which limit the ability of the parent to dilute its credit quality. This ring-fencing has been further reinforced by the impact of U.S. sanctions. Key covenants include limitations on guarantees to affiliates, restrictions on dividends, asset sales, and incurrence of additional indebtedness. Opco debt has no guarantees or cross-default provisions related to Holdco or PDVSA debt. As stated, Fitch believes the main source of risk stemming from CITGO's parent comes from contagion effects (triggering change of control forced refinancing), rather than the risk of a consolidated bankruptcy CITGO HOLDING: Debt Supported by CITGO Petroleum Cash Flow: Ratings for CITGO Holding reflect higher refinance risk, structural subordination and a reliance on CITGO Petroleum to provide dividends for debt service. Dividends from CITGO Petroleum provide the majority of debt service capacity at CITGO Holding, and are driven by refining economics and the restricted payments basket. As part of the 2015 financing, CITGO Holding purchased $750 million in logistics assets from CITGO Petroleum, which provided approximately $50 million in EBITDA at CITGO Holding available for interest payments. These logistics assets are pledged as collateral under the CITGO Holding package. DERIVATION SUMMARY At 749,000 bbl/d day of crude refining capacity, CITGO is smaller than investment grade refiners such as Marathon Petroleum Corporation (3.0 million bbl/d), Valero (2.6 million bbl/d), and Phillips 66 (1.9 million bbl/d) but is larger than Hollyfrontier (457,000 bpd). CITGO lacks the earnings diversification from ancillary businesses seen at a number of its peers in areas such as logistics MLPs, chemicals, renewables, and retail. However, CITGO's core refining asset profile is strong, given the high complexity of its refineries, which allows it process a large amount of discounted heavy crudes and shale crudes, both of which boost profitability. Given CITGO's relatively strong asset footprint, cash flow potential, and size, Fitch informally estimates that, on a stand-alone basis with no parental rating constraints, CITGO could be rated significantly higher than its current rating. The overhang from ownership from PDVSA is a key constraint on the rating. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer (Opco) -- WTI oil prices of $57.50/bbl in 2019 and 2020, and $55/bbl in 2021 and the long term; -- Crack spreads that revert to inflation adjusted averages, adjusted for positive IMO impacts; -- Liquidity from new term loan issuance held as cash at Opco; -- Capex of approximately $375 million per year from 2019-2021; -- No material increases in corporate SG&A; -- Dividends continue to be made to Holdco but at a declining rate; cash builds. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Change in ownership to a higher-rated parent, or changes leading to reduction in contagion risk or a stand-alone credit analysis; -- Improved market access; -- Midcycle EBITDAR/gross interest + rent above approximately 3.0x. CITGO Holding -- Change in ownership to a higher-rated parent, or changes leading to a reduction in contagion risk or stand-alone credit analysis -- Improved market access. Developments That May, Individually or Collectively, Lead to Negative Rating Action CITGO Petroleum -- Weakening or elimination of key covenant protections in the CITGO senior secured debt documents; -- Inability to refinance debt in the event change of control clause is triggered; -- Midcycle EBITDAR/gross interest+ rent below approximately 2.5x. CITGO Holding -- Weakening or elimination of key covenant protections in CITGO Holding senior secured debt documents; -- Inability to refinance Holdco notes. LIQUIDITY CITGO Petroleum: At Sept. 30, 2018, CITGO Petroleum had just over $1.0 billion available in core liquidity, consisting of $896 million in secured revolver availability after deducting $4 million in LCs, and $129 million in unrestricted cash. CITGO Petroleum also had supplemental liquidity in the form of $120 million in availability on its accounts receivable facility, and retains $290 million in industrial revenues bonds in treasury which can be remarketed at the company's option. LTM figures include a large working capital draw linked to higher oil prices, which Fitch expects will reverse with lower oil prices. The revolver and A/R securitization facility were eliminated post close and Fitch expects the company will maintain large cash balances to cover its liquidity needs instead. CITGO Holding: At Sept. 30, 2018, Holdco had unrestricted cash of $491.3 million and total restricted cash of approximately $222 million. Of this amount, $206 million was cash maintained for a debt service reserve account used to support principal and interest repayments for the 10.75% 2020 sr secured notes. STRONG RECOVERY: The recovery analysis was based on the maximum of going concern and liquidation value. For liquidation value, Fitch used a 20% haircut for the company's inventories, based on the fact that crude and refined products are easily re-sellable to peer refiners, traders or wholesalers, and a relatively light discount for CITGO's net PP&E, based on historical refining transactions. These items summed to a total liquidation value of $4.7 billion. Fitch's going concern valuation for CITGO was $6.0 billion, comprised of its expected post default EBITDA of $1.2 billion times a 5.0x multiple. Fitch's expected post default EBITDA of $1.2 billion reflects CITGO's strong financial performance, and the positive expected impacts of IMO for deep conversion refiners. The 5.0x multiple is below the median 6.7x exit multiple for energy in Fitch's Energy, Power and Commodities Bankruptcy Enterprise Value and Creditor Recoveries (Fitch Case Studies - 20th Edition), and reflects somewhat lower multiples for refining versus the broader energy space. CITGO's parent has run the assets to maximize free cash flow to its parent over the last several years, nonetheless, Fitch expects there would be strong interest, regardless of any incremental capex needs. The maximum of these two approaches was the going concern approach of $6.0 billion. A standard waterfall approach was then applied. Subtracting 10% for administrative claims, resulted in an adjusted EV of $5.4 billion, which resulted in 100% recovery (RR1) for CITGO Petroleum's new 2024 term loan, and other secured instruments. A residual value of approximately $2.8 billion remained after this exercise. This was applied in a second waterfall at CITGO Holdco, whose debt is subordinated to that of CITGO Petroleum. The $2.8 billion was added to approximately $400 million in going concern value associated with the Midstream assets ($50 million in assumed run-rate midstream EBITDA using an 8x multiple), as well as $206 million in cash escrowed in a debt service reserve account and earmarked for repayment of the 2020 Holdco notes. This resulted in total initial value at Holdco of $3.4 billion. No administrative claims were deducted in the second waterfall. As a result, Holdco secured debt recovered at the 100% (RR1) level. FULL LIST OF RATING ACTIONS CITGO Petroleum Corp -- Long-term IDR affirmed at 'B'; -- Senior secured notes affirmed at 'BB'/RR1; -- 2021 secured term loan rating affirmed at 'BB'/'RR1'; -- New 2024 secured term loan rating of 'BB'/'RR1' assigned; -- Fixed industrial revenue bonds affirmed at 'BB'/'RR1'; -- Senior secured credit facility rating of 'BB'/'RR1' withdrawn. The Rating Outlook is Stable CITGO Holding, Inc. -- Long-term IDR affirmed at 'CCC'; -- Senior secured notes affirmed at 'B'/RR1. Both companies have been removed from Rating Watch Negative. CLEARWATER TRANSPORTATION: Seeks to Hire Financial Advisor ---------------------------------------------------------- Clearwater Transportation Ltd. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire a financial advisor. The Debtor proposes to employ Greg Murray to give advice on matters related to the preparation of its monthly operating reports, schedules and statements of financial affairs. Mr. Murray will also advise the Debtor on other financial and reporting matters related to its bankruptcy plan. Mr. Murray will charge an hourly fee of $200 for his services. In a court filing, Mr. Murray disclosed that he is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Mr. Murray maintains an office at: Greg Murray 1503 Tarton Lane San Antonio, TX 78731 Tel: (210) 413-9162 Email: greg@gregmurraycpa.com About Clearwater Transportation Clearwater Transportation, Ltd., a company in San Antonio, Texas, that provides car rental services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-50292) on Feb. 7, 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 Craig A. Gargotta. Dykema Gossett PLLC is the Debtor's legal counsel. CLUBCORP HOLDINGS: S&P Lowers ICR to 'B-', Outlook Stable --------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on ClubCorp Holdings Inc. to 'B-' from 'B'. The outlook is stable. S&P also lowered the issue-level rating on ClubCorp's senior secured debt to 'B' from 'B+'; the debt consist of a $1.175 billion term loan B and $175 million revolver. In addition, S&P lowered the issue-level rating on the company's $425 million senior unsecured notes to 'CCC' from 'CCC+'. The downgrade reflects S&P's downwardly revised forecast for negative discretionary cash flow after debt amortization and very high leverage at ClubCorp due to elevated selling, general, and administrative costs (SG&A) and capital expenditures through at least 2019. The downgrade also reflects thinner liquidity because of recent and planned investments and cash outlays, which will likely cause a modest reliance on the revolver in 2019. The stable outlook reflects S&P's expectation that ClubCorp's revenue fundamentals remain stable, and that the company will have a good cushion in the net first-lien leverage ratio covenant through 2020. The outlook also incorporates S&P's view that a portion of current incremental capital investment spending and SG&A costs are discretionary, which the company may opportunistically reduce over time. S&P could lower the rating if total revenue, membership, or EBITDA results are materially worse than the rating agency's expectations, making it increasingly difficult for ClubCorp to reduce leverage despite anticipated reductions in SG&A costs and capital expenditures. S&P could also lower the rating if liquidity is pressured due to EBITDA underperformance, such that adjusted EBITDA coverage of interest expense weakens below 1.5x, or discretionary cash flow remains negative for several years in a manner that diminishes revolver capacity and cash balances. Such a scenario would likely result from a combination of pressure on revenue that is poorly timed with capital investments and corporate spending. S&P could raise the rating if the rating agency becomes confident that ClubCorp would sustain adjusted debt to EBITDA below 7.75x over the forecast period. This would likely be the result of meaningfully reduced capital expenditures, or improvement in EBITDA margin from revenue growth and lower operating costs. COTTONE MARKETING: Seeks to Hire Financial Relief Law as Counsel ---------------------------------------------------------------- Cottone Marketing Services Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Financial Relief Law Center, APC as its general bankruptcy counsel. The services to be provided by the firm include: -- advising the Debtor regarding matters of bankruptcy law and the requirement of the Bankruptcy Code and Bankruptcy Rules relating to the administration of its Chapter 11 case; -- assisting the Debtor in complying with the requirements of the Office of the United States trustee; -- advising the Debtor of its powers and duties in the continued operation of its business and management of property of the estate; -- assisting the Debtor in the administration of the bankruptcy estate's assets and liabilities; -- assisting the Debtor in the collection of all accounts receivable and other claims it may have and in the resolution of claims against the estate; -- advising the Debtor concerning the claims of secured and unsecured creditors; and -- assisting the Debtor in the preparation, negotiation and implementation of a plan of reorganization. The firm's hourly rates are: Andy C. Warshaw, Partner $350 Amanda G. Billyard, Partner $325 Richard L. Sturdevant, Associate $325 Marc Fiore, Law Clerks $195 Andy Warshaw, Esq., a partner at Financial Relief Law Center, attests that he and his firm are "disinterested persons" within the meaning of Section 101 (14) of the Bankruptcy Code. The firm can be reached at: Andy C Warshaw Financial Relief Law Ctr 1200 Main Street, Suite G Irvine, CA 92614 Phone: 714-442-3319 Fax: 714-361-5380 Email: awarshaw@bwlawcenter.com About Cottone Marketing Services Inc. Based in Irvine, California, Cottone Marketing Services Inc. is a marketing firm managing a portfolio of apparel manufacturing and decorating companies. Cottone Marketing Services filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-10922) on March 15, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $1 million. The case has been assigned to Judge Catherine E. Bauer. Andy C. Warshaw, Esq., at Financial Relief Law Center, represents the Debtor as legal counsel. CRM CITY FELLOWSHIP: Seeks to Hire Evan Howell as Broker -------------------------------------------------------- CRM Fellowship Church seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire a real estate broker. The Debtor proposes to employ Evan Howell Properties to list and market its commercial real estate. The firm will get 4% of the selling price as payment for its services. Evan Howell Properties does not hold any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Evan S. Howell Evan Howell Properties P.O. Box 55753 Houston, TX 77255 Phone: (713) 249-4453 Email: evanhowell@aol.com About CRM City Fellowship Church CRM City Fellowship Church is a tax-exempt religious organization based in Houston, Texas. CRM City Fellowship Church sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-36175) on Nov. 5, 2018. In the petition signed by Leroy J. Woodard, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The Debtor tapped the Law Office of Nelson M. Jones III as its legal counsel. DARLING INGREDIENTS: S&P Rates New $500MM Sr. Unsec. Notes 'BB+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '4' recovery rating to Darling Ingredients Inc.'s proposed $500 million senior unsecured notes due 2027. The '4' recovery rating indicates S&P's expectation for average recovery (30%-50%; rounded estimate: 35%) in the event of a payment default. Darling is a global independent leader in rendering animal byproducts, albeit in a fragmented industry in which in-house renderers, such as protein processors, do their own rendering Its market positions are defendable because its plants are entrenched and utilized in key locations. Its fuel ingredients segment and Diamond Green Diesel joint venture (JV) continue to see increased sales even as its other segments have faced some softness due to low commodity costs. Darling continues to reinvest the cash flow generated by its JV in additional production capacity to meet the increasing global demand for biofuel. Despite reinvesting heavily in its biodiesel venture, the company has also continued to reduce its leverage in line with S&P's expectations. Specifically, S&P expects that Darling's debt to EBITDA will likely approach 3x over the next several quarters as it prudently balances modest share repurchases under its current $200 million authorization with ongoing debt repayment. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors S&P assumes that Darling would be reorganized under a simulated default scenario because of the company's established market positions in the food rendering industry, which has high barriers to entry. Consequently, The rating agency continues to use an enterprise value approach to assess the company's recovery prospects under a distressed-case scenario. S&P's simulated default scenario contemplates a payment default occurring in 2023 because of a significant decline in finished-product prices, unfavorable foreign-exchange rates, and a sharp drop in protein processing, which is exacerbated by a decline in restaurant traffic. All of these factors significantly reduce the company's sales, squeeze its margins, and render its liquidity insufficient to support its daily operations. Simplified waterfall -- Emergence EBITDA: $332 million -- Multiple: 5.5x -- Gross recovery value: $1.826 billion -- Net recovery value for waterfall after administrative expenses (5%): $1.734 billion -- Obligor/nonobligor valuation split: 50%/20%/20%/10% -- Collateral value available to secured debt: $1.257 billion -- Estimated senior secured claims: $1,436.3 million -- Senior secured debt recovery expectations: 90%-100% (rounded estimate: 90%) -- Estimated senior unsecured claims: $692.6 million -- Unsecured debt recovery expectations: 30%-50% (rounded estimate: 35%) RATINGS LIST Darling Ingredients Inc. Issuer Credit Rating BB+/Stable-- New Rating Darling Ingredients Inc. Senior Unsecured $500M Notes Due 2027 BB+ Recovery Rating 4(35%) DEANGELA HARRELL: Ramirez Buying Moreno Valley Property for $1.7M ----------------------------------------------------------------- DeAngela Christin Harrell asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the commercial real property located 24556 Eucalyptus St., Moreno Valley, California to Anna Ramirez for $1.7 million, free and clear of all liens, encumbrances, claims or interests. The owns the Property, that is leased to tenant, Adam Villarreal of the Zion Worship Center. The Property was transferred to the Debtor on Jan. 3, 2019 from Lion Industries, LLC, which is a single member LLC owed by the Debtor. The Property is encumbered by a first lien in favor of NPI Debt Fund II in the amount of approximately $1,315,513. The LLC defaulted on mortgage payments to Secured Creditor in June 2018. The Secured Creditor recorded a notice of default and a notice of trustee's sale. The foreclosure sale was scheduled for Jan. 3, 2019. The Debtor commenced its bankruptcy case by filing a voluntary petition under Chapter 13 on Dec. 29, 2018. The intended purpose for the bankruptcy case is for the Debtor to liquidate certain assets and refinance her mortgage on the primary residence. On Jan. 14, 2019, the Debtor accepted an offer to purchase the Property by the Buyer. The parties have executed their Commercial Property Purchase Agreement and Joint Escrow Instructions. The principal terms of agreement are: (1) The purchase price is $1.7 million. (2) The Buyer has made a deposit of $5,000 into escrow upon execution of the purchase agreement. (3) The loan to NPI Debt Fund II will be paid in the amount of $1,332,514 plus accrued interests on the closing date. (4) The Property taxes will be paid in the amount to be determined at closing. (5) The Property will be sold "as is, where is" with no warranties or representations of any kind whatsoever. (6) Escrow is to close seven days after acceptance and upon the Court's approval. The proposed sale will payout the first lien holder, NPI Debt Fund II in full from the proceeds of sale in the amount of $1.7 million. The Debtor proposes that it be authorized to pay through escrow the estimated administrative expenses of $51,000 subject to Court approval of application for compensation of legal fees. The Debtor listed the Property for sale and attempted to sell this property as real property for sale through a real estate broker. For several months, the Debtor has shown the property to many interested buyers, advertising locally and nationally. The Property is currently a financial burden to the Estate. The Debtor respectfully submits that the proposed sale is in the best interest of her estate and her creditors because the proposed sale will result in payoff of one of the Debtor's most significant creditors, (NPI Debt Fund II) after the payment of all amounts required to be paid to brokers, taxing authorities and closing costs in connection with the sale of the Property. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/DeAngela_Harrell_57_Sales.pdf About DeAngela Christin Harrell DeAngela Christin Harrell owns a commercial property currently being used as religious facility andcommercial/office space located at 24556 Eucalyptus Avenue, Moreno Valley CA, that is leased to tenant, Adam Villarreal of the Zion Worship Center. The property was transferred to Harrell on Jan. 3, 2019, from Lion Industries LLC, which is a single member LLC owed by Harrell. The Property is encumbered by a first lien in favor of NPI Debt Fund II in the amount of approximately $1,315,513. The LLC defaulted on mortgage payments to Secured Creditor on or about June 2018. Secured creditor recorded a notice of default and a notice of trustee's sale. The foreclosure sale was scheduled for Jan. 3, 2019. The Debtor commenced its bankruptcy case by filing a voluntary petition under Chapter 13 of 11 U.S.C. Sec. 101 et seq. on Dec. 29, 2018, which case was subsequently converted to a Chapter 11 case. The intended purpose for the bankruptcy case is for the Debtor to liquidate certain assets and refinance her mortgage on the primary residence. The Chapter 11 case is DeAngela Christin Harrell (Bankr. C.D. Cal. Case No. 18-20802). DOC FOLSOM: Seeks to Hire Don Bell Law as Legal Counsel ------------------------------------------------------- Doc Folsom Marina LLC seeks authority from the U.S. Bankruptcy Court for the District of Colorado to hire Don Bell Law as its legal counsel. The services to be provided by the firm include: a. advising the Debtor of its powers and duties under the Bankruptcy Code; b. representing the Debtor in negotiations; and c. assisting the Debtor in the preparation and confirmation of a Chapter 11 plan and disclosure statement. Don Bell, Esq., the attorney who will be handling the case, will charge $200 per hour for his services, and $100 per hour for paralegal services. Mr. Bell assures the court that he neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate, and he is a disinterested person within the meaning of Section 101 of the Bankruptcy Code. The firm can be reached at: Don W. Bell, Esq. Don Bell Law 315 Ouray Ave. Grand Junction, CO 81501 Phone: 970-239-1139 Email: bncfordonbelllaw@gmail.com About Doc Folsom Marina LLC Doc Folsom Marina LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-19403) on October 28, 2018. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $100,000. The case has been assigned to Judge Michael E. Romero. The Debtor tapped Don Bell Law as its legal counsel. DURA AUTOMOTIVE: Moody's Assigns B3 CFR & Rates EUR200MM Loan B2 ---------------------------------------------------------------- Moody's Investors Service assigned initial ratings to Dura Automotive Systems GmbH (Dura) - Corporate Family and Probability of Default Ratings at B3 and Caa1-PD, respectively, and a B2 to the proposed senior secured facilities. The rating outlook is stable. Dura Automotive Systems GmbH is a German subsidiary of Dura Automotive Systems LLC. The following ratings were assigned: Dura Automotive Systems GmbH Corporate Family Rating, at B3; Probability of Default, Caa1-PD; EUR20 million senior secured revolving credit facility due 2024, B2 (LGD3); EUR200 million senior secured term loan B facility due 2024, B2 (LGD3). Rating outlook: Stable RATINGS RATIONALE Dura's B3 Corporate Family Rating balances the company's high leverage, moderate size, upside risks around its evolving product portfolio, and certain pro forma improvements related to the closure cost of certain German facilities with associated pro forma profit improvement opportunities. Proceeds from the transaction will be used to refinance certain existing debt and prefund capital expenditure investments for a new business win related to vehicle electrification which is expected to begin ramping up in late 2019. Moody's estimates that the pro forma Debt/EBITDA for the transaction at 5.8x (as adjusted by Moody's and prior to any management adjustments). Incorporating Dura management's estimates for facility consolidation charges related to the German facility closure and the improved run-rate impact on operational efficiencies, Debt/EBITDA improves to 2.8x. The realization of management's profit improvement numbers are uncertain and are further challenged by the company's weaker than expected operating performance in 2018, softening industry conditions in the automotive industry- particularly in Europe which represents about 53% of revenues, Moody's expectation of declining automotive demand in U.S. (North America represent about 39% of revenues), and the risk of excess launch costs related to the company's new business win. Dura's ratings also consider the company's long history in the automotive industry and longstanding customer relationships. Management indicates that about 56% of revenues in 2018 were from SUVs/CUVs/Lt trucks, directionally consistent with consumer preferences. Customer concentration is high with the top 5 customers representing about 66% of revenues in 2018, though across a multiple vehicle platforms. Dura's Caa1-PD Probability of Default rating reflects Moody's view that while the company's cash on hand and revolver availability should provide operating flexibility over the coming months, improvement in the company's liquidity profile relies on the sale of certain non-core assets to support planned new business capital expenditures. The inability to execute these asset sales is likely to result in higher use of the company's liquidity facilities and substantially reduce operating flexibility. Under Moody's Loss Given Default Methodology, an all bank credit facility structure supports an increased probability of default probability given the covenants under the facility and a more unified single class of creditors. Under this scenario, a higher level of recovery is anticipated compared to liability structure with multiple classes of creditors. This earlier default is likely to preserve the value of the assets, thus driving the bank credit facility rating at B2, one notch above the Corporate Family Rating. The stable rating outlook reflects expectations that costs related to Dura's German plant restructuring activities will be completed by month-end April 2019, creating an environment for the company to demonstrate its ability to deliver planned run rate performance. Dura's liquidity profile is expected to be weak over the next 12-13 months. Pro forma for the transaction cash on hand is estimated at $27 million and no borrowings under a new EUR20 million revolving credit facility. However, Moody's projects free cash flow generation over this period to be in the negative $70 million range driven by capital investments related to Dura's new business win. While a large portion of this cash burn is anticipated to be funded by proceeds from the transaction, a portion of the funding of this cash burn relies on the sale of non-core assets. As such, there is risk of reliance on the revolving credit facility, limiting the company's operating flexibility. Financial covenants under the credit facilities are anticipated to be a maximum net leverage ratio test and a maximum debt to equity ratio test. The cushion under these covenants has yet to be determined. Dura also utilizes accounts receivable factoring arrangements. Pro forma for the transaction, approximately $10 million was funded under the program. While not expected, if the company is unable to maintain and extend these receivable programs, additional borrowings under the revolving credit facility would be required to meet liquidity needs. Dura's ratings could be upgraded if the company sustains EBITA/interest expense above 1.5x and Debt/ EBITDA sustained below 5x. An improvement in liquidity could also support a rating upgrade. Dura's ratings could be downgraded if planned profit improvements actions do materialized resulting EBITA margins sustained below 3%, EBITA/interest expense sustained below 1x, or Debt/ EBITDA sustained above 5x. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Dura Automotive Systems, LLC, headquartered in Auburn Hills, Michigan, is a leading independent designer and manufacturer of highly technical mechatronic control systems, structural body systems, exterior trim and advanced electronic systems for the global automotive industry. The company's products are sold to most major North American, European and Asian automotive original equipment manufacturers. Revenues in 2018 were approximately $1.1 billion. Dura is a portfolio company of Patriarch Partners and Affiliates. EASTERN POWER: S&P Hikes Sec. Debt Rating to 'BB', Outlook Stable ----------------------------------------------------------------- S&P Global Ratings raises the rating on Eastern Power LLC's senior secured facilities to 'BB' from 'BB-', reflecting higher than expected debt paydown and a strong cash flow profile through refinancing. The '3' recovery rating is unchanged, indicating S&P's expectations of meaningful recovery (50%-70%; rounded estimate: 65%) in a default scenario. The upgrade stems from Eastern's relative outperformance compared to S&P Global Ratings' expectations and peers, and S&P's expectation that the project will continue to voluntarily prepay principal on its term loan, as it has consistently done the past few years. The stable outlook reflects Eastern Power's reliance on predictable capacity payments for most of its cash flow over the next few years, S&P's expectations for sound operational performance, and debt outstanding on the term loan at refinancing of around $720 million. S&P expects robust DSCRs near and above 2.5x until refinancing, when DSCRs drop to 1.29x minimum in the rating agency's analysis. S&P further expects stable operational performance and cash sweeps or voluntary prepayments that accelerate paydown on the term loan. S&P would likely lower the rating if the expected DSCR fell below 1.25x on a sustained basis in the post-refinancing period, which could stem from operational issues that lower availability and increase maintenance costs, lower-than-expected capacity prices in NYISO Zone J over the next few years, sooner than expected implementation of New York NOx limits for peakers, or higher debt outstanding at refinancing. While unlikely at this time, an upgrade would likely require significantly lower debt at maturity, with DSCRs over 2x on a sustained basis including the refinancing period, an improved downside resilience, and cash flow visibility beyond the current three-year cleared capacity period, according to S&P. EVERGREEN ACQCO 1: Moody's Alters Outlook on Caa2 CFR to Stable --------------------------------------------------------------- Moody's Investors Service downgraded Evergreen AcqCo 1 LP's ("Savers") Probability of Default Rating to Ca-PD/LD from Caa3-PD and affirmed all of the company's other ratings. The actions follow Savers' debt-for-equity exchange completed on March 28, 2019, which Moody's views as a distressed exchange, an event of default under Moody's definition. The ratings outlook is stable as the ratings now reflect deemed recovery levels following the default event and the subsequent restructuring of obligations. Moody's will shortly withdraw all its ratings as the rated debt is no longer outstanding. "Notwithstanding the unsecured notes exchange, Savers' at par refinancing of its $669 million term loan and revolver borrowings is indicative of both the company's fundamental value and the meaningful amount of junior debt supporting the term loan in the original capital structure," said Raya Sokolyanska, Moody's lead analyst for Savers. Moody's took the following rating actions for Evergreen AcqCo 1 LP: - Corporate Family Rating, affirmed Caa2 - Probability of Default Rating, downgraded to Ca-PD/LD from Caa3-PD - $60 million senior secured revolver due 2019, affirmed B3 (LGD2) - $715 million ($669 million outstanding) senior secured term loan due 2019, affirmed B3 (LGD2) - Outlook, changed to Stable from Negative RATINGS RATIONALE The downgrade and limited default "/LD" designation appended to Savers' PDR reflect Savers' out-of-court restructuring completed on March 28, 2019. The restructuring entailed an exchange of the company's $301 million of senior unsecured notes (unrated) for 7.5% of the post-close common equity. The company's $669 million term loan was repaid in full with proceeds from a new $540 million term loan (split equally into a US dollar and Canadian dollar tranche), $50 million of subordinated notes, and a portion of a $165 million new equity investment. The new equity was used for debt pay down, transaction fees and additional cash on the balance sheet. The new equity investors own 92.5% of the post-close common equity. The principal methodology used in these ratings was Retail Industry published in May 2018. Headquartered in Bellevue, Washington, Evergreen AcqCo 1 LP ("Savers") operates roughly 311 for-profit thrift stores in the United States, Canada, and Australia under the Savers, Value Village, and Village des Valeurs banners. Revenues for the twelve months ended September 2018 were approximately $1.2 billion. Prior to the recently completed debt exchange, Savers was owned by Leonard Green & Partners, L.P. and TPG Capital (approximately 45.5% in aggregate, split evenly between the two) in partnership with Thomas Ellison (45.5%), and management and others (9%). Following the exchange, the company is owned by prior lenders Crescent Capital and Ares Capital. EVERGREEN ACQCO1: S&P Lowers ICR to 'SD' on Distressed Exchange --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based for-profit thrift retailer Evergreen AcqCo1 L.P. (doing business as Savers) to 'SD' (selective default) from 'CCC'. At the same time, S&P withdrew its issue-level ratings on the company's senior secured revolving credit facility and term loan because the obligations have been repaid in full. Savers has completed a broad out-of-court restructuring. As part of the transaction, the company exchanged its senior subordinated notes due July 2022 (unrated) for common equity. S&P views this as a distressed exchange because the noteholders received less than par and the rating agency believes there was a high probability of a conventional default if Savers had not completed the transaction. The downgrade reflects S&P's view that the debt-for-equity exchange of Savers' senior subordinated notes due 2022 constitutes a distressed exchange. The rating agency views the exchange as tantamount to a default because the transaction was distressed and the subordinated noteholders received less than par. In the absence of this transaction, S&P believes the risk of a conventional default was very high given the looming maturity wall Savers faced over the coming months. FAYETTE MEMORIAL: Sets Bidding Procedures for All Assets -------------------------------------------------------- Fayette Memorial Hospital Association, Inc., asks the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the bidding procedures in connection with the sale substantially all assets via auction. The Debtor operates a 112-bed acute care hospital, and provides both inpatient, outpatient, emergency, and other ancillary services from its locations in Connersville, Fayette County, Indiana. The hospital and the primary business operations of the Debtor are located at 1941 Virginia Avenue, Connersville, Indiana 47331. The Debtor’s operations include a 46-bed residential substance abuse detoxification treatment facility known as North Star Recovery that opened for operations shortly before the Petition Date. The Debtor owns real property and improvements at 1941 Virginia Avenue, Connersville, Indiana 47331 ("Hospital Property"). It also owns several other parcels of real property and improvements located in Connersville, Fayette County, Indiana, including the properties commonly described on Exhibit D ("Other Real Estate"). The Debtor owns 51% of the membership interests in Fayette Regional Health System Pain Management, LLC, an Indiana limited liability company that operates a pain management clinic. The remaining 49% ownership in Fayette Regional Health System Pain Management, LLC, is held by Connersville Pain Management, LLC, an unrelated Ohio limited liability company. The Debtor has decided to pursue a sale of its assets and business operations and proposes to accomplish a sale of substantially all of its assets as a going concern operation. The assets will be sold free and clear of all claims, rights, encumbrances, liens and interests. By the Motion, the Debtor asks entry of three orders to facilitate the sale process, as follows: (A) Bid Procedures Hearing Order: An order scheduling the Bid Procedures Hearing to consider the Bid Procedures proposed by the Debtor, that would govern a written bid process followed by an auction. (B) Bid Procedures Order: Following the Bid Procedures Hearing, entry of an order authorizing and approving the Bid Procedures, scheduling the Sale Hearing to occur by not later than May 13, 2019, subject to court availability, and approving the form Sale Hearing Notice. (C) Sale Order: Following the Sale Hearing, entry of an order authorizing the sale of substantially all of the Debtor's assets free and clear of claims, liens, rights, interests, and encumbrances, to Successful Bidder(s), approving the form(s) of Successful Bidder APA(s) and authorizing and directing the Debtor to enter into the Successful Bidder APA(s). The Sale Assets proposed to be sold by the Debtor will be described in more detail in the form of Successful Bidder APA(s) to be filed with the Court not later than seven days prior to the Sale Hearing. The Sale Assets will be substantially all of the Debtor’s assets in bulk or in separate lots, in single or multiple transactions. The auction will be conducted by the Debtor and H2C Analytics, LLC, the Debtor's financial advisor and investment banker. The salient terms of the Bidding Procedures are: a. Bid Deadline: April 30, 2019 at 5:00 p.m. (EDT) b. Initial Bid: TBD c. Deposit: 10% of the Bid amount, but in no event less than $5,000 d. Auction: May 2, 2019 at 10:00 a.m. (EDT) at (Location TBD) e. Bid Increments: A minimum amount be determined by the Debtor in consultation with the Consultation Parties f. Sale Hearing: TBD Date and Time to be Supplied by the Court g. Sale Objection Deadline: May 9, 2019 at 12:00 p.m. (EDT) The proposed Sale(s) of the Debtor's going concern operations contemplates the potential transfer of personally identifiable information. The Debtor does not have a consumer privacy policy that prohibits the transfer of personally identifiable information generally, however, the Debtor does have a privacy policy with regard to Protected Health Information ("PHI") about its patients, as such term is defined in the Health Insurance Portability and Accountability Act ("HIPAA"). To the extent any Sale(s) contemplated by the Motion would involve the sale or transfer of PHI, such sale or transfer will only occur in compliance with HIPAA. Comerica Bank and The Bank of New York Mellon Trust Co., as the successor trustee to Fifth Third Bank of Central Indiana, claim liens against certain of the Sale Assets by virtue of certain pre-petition lending transactions, and pursuant to the terms of the Cash Collateral Order. Comerica also claims a lien against the Sale Assets pursuant to the terms of the Final DIP Order. Terrex Construction, LLC claims a lien against certain of the Sale Assets by virtue of that Sworn Statement and Notice of Lien with the Fayette County Recorder's Office on Oct. 16, 2018, as well as its Amended Notice in Lieu of Seizure of Property or Other Action Pursuant to 11 U.S.C Section 546(b). Nelson Stark Co., a sub-contractor to Terrex, filed a Notice of Mechanic's Lien with the Fayette County Recorder on Oct. 24, 2018 pursuant to which Nelson Stark claims a lien against certain of the Sale Assets. Esco Communications, Inc., a sub-contractor to Terrex, filed a Notice of Mechanic's Lien with the Fayette County Recorder on Oct. 24, 2018 pursuant to which Esco claims a lien against certain of the Sale Assets. On Nov. 16, 2018, ASA Controls, Inc., a sub-contractor to Terrex, filed a Notice of Mechanic's Lien with the Fayette County Recorder on Nov. 16, 2018 pursuant to which ASA claims a lien against certain of the Sale Assets. The Debtor proposes that it will file with the Court a Notice of Submission of proposed form of Successful Bidder APA not later than March 29, 2019. To maximize the value received for the Sale Assets and to minimize accruing liabilities, the Debtor wants to consummate the Sale to the Successful Bidder(s) as soon as possible following the Sale Hearing. It therefore asks the Court to waive the 14-day stay provided for under Bankruptcy Rule 6004(h). A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Fayette_Memorial_268_Sales.pdf About Fayette Memorial Hospital Association Founded in 1913, Fayette Memorial Hospital Association, Inc. -- https://www.fayetteregional.org/ -- is a multi-faceted health care organization in Connersville, Indiana. It offers ambulatory care, cancer care, care pavilion, dermatology, diagnostic imaging, emergency care, express care, facial and cosmetic procedures, hospice care, laboratory services, pediatrics, physical therapy and rehabilitation, among other services. Fayette Memorial Hospital Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 18-07762) on Oct. 10, 2018. In the petition signed by CEO Randall White, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case is assigned to Judge Jeffrey J. Graham. The Debtor tapped Fultz Maddox Dickens PLC as its legal counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Fox Rothschild LLP as its legal counsel. FOLSOM CORP: Seeks to Hire Don Bell Law as Legal Counsel -------------------------------------------------------- Folsom Corporation of Colorado seeks authority from the U.S. Bankruptcy Court for the District of Colorado to hire Don Bell Law as its legal counsel. The services to be provided by the firm include: a. advising the Debtor of its powers and duties under the Bankruptcy Code; b. representing the Debtor in negotiations; and c. assisting the Debtor in the preparation and confirmation of a Chapter 11 plan and disclosure statement. Don Bell, Esq., the attorney who will be handling the case, will charge $200 per hour for his services, and $100 per hour for paralegal services. Mr. Bell assures the court that he neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate, and he is a disinterested person within the meaning of Section 101 of the Bankruptcy Code. The firm can be reached at: Don W. Bell Don Bell Law 315 Ouray Ave. Grand Junction, CO 81501 Phone: 970-239-1139 Email: bncfordonbelllaw@gmail.com About Folsom Corporation of Colorado Folsom Corporation of Colorado sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-19402) on October 28, 2018. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $500,000. The case has been assigned to Judge Michael E. Romero. The Debtor tapped Don Bell Law as its legal counsel. FREEDOM MORTGAGE: Fitch Rates $250MM Senior Unsecured Notes 'B+' ---------------------------------------------------------------- Fitch Ratings has assigned a 'B+' rating to Freedom Mortgage Corporation's issuance of five-year $250 million, 10.75% senior unsecured notes due 2024. The assignment of the final ratings follows the receipt of documents conforming to information already received. The final ratings are the same as the expected rating assigned to the senior unsecured notes on March 21, 2019. KEY RATING DRIVERS IDR AND SENIOR DEBT The rating is equalized with the ratings assigned to Freedom's existing senior unsecured debt, as the new notes rank equally in the capital structure. The senior unsecured debt rating is one-notch below Freedom's Long-Term Issuer Default Rating (IDR), given the subordination to senior secured debt in the capital structure, reflecting weaker recovery prospects in a stress scenario. Pro forma for this issuance, unsecured debt to total debt will increase to 26% from 22%, as of Dec. 31, 2018. Fitch views the increase in the percentage of unsecured debt favorably, as it enhances balance sheet flexibility in times of stress. Leverage is expected to remain relatively stable as a result of this issuance, as proceeds will be used repay existing secured indebtedness and for general corporate purposes. Fitch's primary measure of leverage, (gross debt to tangible equity) was 3.2x at Dec. 31, 2018, and is expected to increase to the historical range of 4.0x-5.0x over time, which is deemed adequate for the rating category. Fitch notes that corporate tangible leverage, which excludes the balances under warehouse facilities from gross debt, is much lower at 1.3x, and below the financial covenant of 1.5x set forth under Freedom's existing senior secured term loan and senior unsecured notes. The following supports Freedom's Long-Term IDR: solid franchise and historical track record in the U.S. nonbank residential mortgage space; an experienced senior management team with extensive industry background; a sufficiently robust and integrated technology platform; good asset quality performance in its prime servicing portfolio; sufficient liquidity and reserves in place to absorb a reasonable level of repurchase or indemnification demands; and appropriate earnings coverage of interest expense. Fitch upgraded Freedom's ratings to 'BB-'/Stable Outlook on June 8, 2018, reflecting the firm's improved scale and earnings stability, and improved funding flexibility, and an enhanced corporate governance framework. The highly cyclical nature of the mortgage origination business and the capital intensive and valuation volatility of mortgage servicing rights (MSRs) of the mortgage servicing business represent primary rating constraints for nonbank mortgage companies, including Freedom, in Fitch's opinion. Furthermore, the mortgage business is subject to intense legislative and regulatory scrutiny, which further increases business risk, and the imperfect nature of interest rate hedging can introduce liquidity risks related to margin calls and/or earnings volatility. These industry constraints typically limit ratings assigned to nonbank mortgage companies to below investment grade levels. Rating constraints specific to Freedom include elevated key person risk related to its founder and Chief Executive Officer, Stanley Middleman, who sets the tone, vision and strategy for the company. The company's continued reliance on short-term, secured funding facilities also represents a rating constraint, but is consistent with other nonbank mortgage companies. The Stable Outlook reflects Fitch's expectation that Freedom will continue to generate consistent operating cash flow and maintain sufficient liquidity and reserves for potential margin calls and indemnification activity, appropriate capitalization and leverage, and adequate cash earnings coverage of interest expense. RATING SENSITIVITIES IDR AND SENIOR DEBT The rating on the senior unsecured debt is primarily sensitive to changes in Freedom's Long-Term IDR, and secondarily, to the level of unencumbered balance sheet assets available for unsecured creditors. An increase in the level of unencumbered asset coverage, combined with a material decline in secured debt, could result in an equalization of the Long-Term IDR and the senior unsecured debt rating. For the Long-Term IDR, Fitch does not envision further positive rating momentum in the near term. However, an upgrade over time could be driven by a reduction in leverage below 3.0x on a gross debt to tangible equity basis and an increase in unsecured debt to total debt approaching 35%. Positive rating actions could also be driven by a more formalized succession plan that mitigates key person risk associated with founder and CEO, Stanley Middleman. Negative rating momentum could be driven by Middleman's departure without an appropriate succession plan in place, rapid growth that is not accompanied by commensurate growth in tangible common equity, as well as appropriate staffing and resource levels to support planned growth. Additional negative rating drivers include a decrease in liquidity resulting from significant margin calls from its lenders or derivative counterparties, meaningful deterioration in asset quality, particularly if it results in increased repurchase activity or advancing, and/or a sustained increase in leverage above 5.0x. In addition, negative rating actions could occur should regulatory scrutiny of the company and/or industry increase meaningfully, or if Freedom were to incur substantial fines that negatively impact its franchise or operating performance. Founded in 1990 and based in Mount Laurel, NJ, Freedom is a leading, private, full-service, nonbank mortgage company engaged in origination, servicing, selling and securitizing residential mortgage loans. In 2018, the company was a top-10 mortgage originator by volume, according to Inside Mortgage Finance. As of Dec. 31, 2018, Freedom had total assets of approximately $7.2 billion. Fitch has assigned the following rating: Freedom Mortgage Corporation -- Senior unsecured debt 'B+'. Fitch currently rates Freedom as follows: Freedom Mortgage Corporation -- Long-Term IDR 'BB-'; -- Senior secured term loan 'BB-'; -- Senior unsecured debt 'B+'. The Rating Outlook is Stable. FRUTTA BOWL: Seeks to Hire Spadea Lignana as Bankruptcy Counsel --------------------------------------------------------------- Frutta Bowls Franchising, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to hire Spadea Lignana as its bankruptcy counsel. The services to be provided by the firm include: (a) advising the Debtor of its rights, powers, and duties in continuing to operate and manage its assets and business; (b) reviewing and objecting to claims; (c) reviewing the nature and validity of agreements relating to Debtor's business operations; (d) reviewing the nature and validity of liens asserted against the Debtor; (e) advising the Debtor concerning the actions they might take to collect and recover property for the benefit of its bankruptcy estate; and (f) assisting the Debtor in the formulation, preparation, solicitation and confirmation of a bankruptcy plan and disclosure statement. The firm's standard hourly rates are: Joel Schwartz, Attorney $375 Stacy Green, Paralegal $100 Members $300 - $500 Associates $250 - $300 Paralegals $100 The firm received an initial advance retainer of $30,000 from the Debtor. Joel Schwartz, Esq., at Spadea Lignana, assures the court that he does not represent any other entity having an adverse interest to the Debtor, its estate or any other party in interest in connection with the case and that he is a disinterested person under Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joel Schwartz, Esq. Spadea Lignana 222 New Road, Suite 402 Linwood, NJ 08221 Phone: (609) 677-9454 Fax: (609) 677-9455 About Frutta Bowls Franchising Frutta Bowls Franchising is a fast-casual franchise committed to becoming an active lifestyle brand within every local community. Frutta Bowls filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 19-13230) on February 15, 2019, listing under $1 million in both assets and liabilities. The case has been assigned to Judge Michael B. Kaplan. Joel Lee Schwartz, Esq., at Spadea Lignana represents the Debtor as counsel. FYBOMAX INC: Proposes an Auction Sale of Assets ----------------------------------------------- Fybomax, Inc., and affiliates ask the U.S. Bankruptcy Court Western District of Pennsylvania to authorize the sale of Fybomax assets: (i) all personal property ("Fybomax Equipment") located at 312 Center Road, Monroeville, Pennsylvania ("RT Monroeville"); and (ii) Restaurant Liquor License number R19494, LID number 57680, in an open-auction format to take place at the hearing on the Sale Motion. By order dated Nov. 2, 2018, the Court approved and confirmed the sale of all or substantially all of the assets of RG Newco, LLC ("RGG"), Fybomax, and Fybo Management, Inc. located at 500 Jones Street, Verona, Pennsylvania, to Brewery Acquisition Co., LLC ("BAC") and Helltown Brewing, LLC. The Buyers closed on the sale of the assets of RGG on Nov. 2, 2018. However, they terminated the APA prior to closing on the assets of Fybomax and the assets of Fybo located at 500 Jones Street, Verona, Pennsylvania. Accordingly, subject to approval of the Court, Fybomax asks the authority to sell the following assets: (i) Fybomax Equipment located at RT Monroeville, which real property is owned by Sula Simcha Unleashed, LLC; and (ii) Restaurant Liquor License number R19494, LID number 57680. Fybomax owns the Fybomax Assets and formerly operated RT Monroeville. Fybomax, along with the other Debtors, experienced reduced revenues in part from an increase in competition, resulting in a decrease in market share. As a result, the Debtors developed and launched a strategic revenue enhancement plan in early April of 2018. The Revenue Enhancement Plan could not yield sufficient revenue to avoid a liquidity event that necessitated the filing of the Bankruptcy Cases and, based on current conditions, the additional revenue generated alone was not commensurate with the projected revenue needed to propose and confirm a plan of reorganization. Accordingly, the Debtors determined that it was in the best interest of their respective estates and creditors to pursue a sale of all or substantially their assets in accordance with Section 363 of the Bankruptcy Code. In an effort to maximize the recovery for creditors while beginning to wind down their estates, Fybomax intends to sell the Fybomax Assets in an open-auction format to take place at the hearing on the Sale Motion, subject to the following reserves: (i) $25,000 for all of the Fybomax Equipment; and (ii) $60,000 for the Fybomax Liquor License. Notwithstanding the reserves set forth, in an exercise of its sound business judgment and in accordance with the fiduciary duties owed to its estate, Fybomax reserves all rights to seek approval of any bid submitted at the hearing on the Motion should it be determined that such bid is in the best interest of its estate and creditors. Further, if any of the Fybomax Equipment is not sold pursuant to the Sale Motion, said unsold Fybomax Equipment will automatically be deemed to be real property "fixtures" owned by Sula Simcha. To the extent a prospective bidder wishes to submit a bid on the Fybomax Assets in whole or in part, i.e. a bid for all of the Fybomax Equipment, a bid for the Fybomax Liquor License, or a bid for both, including any potential credit bid, Fybomax respectfully requests that the Court imposes the following requirements on any prospective bidder: (i) a prospective bidder must tender a non-refundable deposit in the amount of 15% of the successful bid at the Sale Hearing; (ii) provide proof of financial wherewithal evidencing the bidder's ability to close at the bid approved by the Court in advance of the Sale Hearing; (iii) disclose the identity of any person or affiliate of the bidder to ensure that the bidder is not an "insider" no later than 24 hours prior to the Sale Hearing; (iv) be represented by the counsel admitted to practice before the Court in order to participate in the bidding; (v) confirm at the time of the Sale Hearing that any prospective bidder has reviewed this Sale Motion, has conducted any and all due diligence relating to the Fybomax Assets, and is submitting a bid for the Fybomax Assets in an "as is, where is" condition without representation or warranty of any kind from Fybomax; (vi) disclose any litigation and/or proceeding(s) in which the prospective bidder is involved including, without limitation, any action by a governmental agency to enforce or otherwise collect unpaid tax obligations; and (vii) agree to contingent-free commitment to close within 14 days of the entry of a final order approving the bid as the highest and best offer for the Fybomax Assets subject to the bid or bids received at the Sale Hearing. With respect to the Fybomax Equipment: the successful bidder shall: (i) remove the Fybomax Equipment within 20 days of closing; (ii) timely and in a workmanlike and commercially reasonable manner repair any damage to real property caused by the successful bidder's removal of any asset acquired in connection with the Order; and (iii) provide to Fybomax and Sula Simcha proof of liability insurance for itself and for any individual and/or entity responsible for removing the Fybomax Equipment from the Sula Simcha real property. Further, any Fybomax Equipment purchased by a successful bidder pursuant to the Sale Motion, which is not removed by the purchaser(s) from Sula Simcha's real property within 20 days of closing (unless extended by agreement by the purchaser(s) and Sula Simcha, will automatically be deemed by the order granting the relief requested in this Sale Motion to be real property fixtures owned by Sula Simcha. Fybomax and Sula Simcha respectfully ask that the successful bidder(s) for the Fybomax Equipment and Sula Simcha shall, post-sale closing(s), be subject to the jurisdiction of the Bankruptcy Court to resolve any disputes that may arise as to the removal of purchased Fybomax Equipment from Sula Simcha's real property and/or repairs to same, provided such claims are presented to the Bankruptcy Court via a motion or an adversary proceeding filed of record no later than 60 days after the sale closing(s) date. The proposed sale of the Fybomax Assets meets the sound business judgment test. A prompt sale of the Fybomax Assets represents the best opportunity for maximizing a return to Fybomax's estate and creditors while it continues to wind down its estate. Fybomax will provide notice to all creditors and parties-in-interest in accordance with Bankruptcy Rule 2002, including sufficient time for parties in interest to submit objections to the proposed sale. Fybomax asks that the Court authorizes the sale of the Fybomax Assets free and clear of any and all liens, claims, interests and encumbrances, with any such Interests to attach to the net proceeds of the sale. Most importantly, the Fybomax Liquor License is unencumbered. The Fybomax Equipment is subject to security interests; however, the proposed sale process set forth in the Sale Motion will satisfy the requirements to sell the Fybomax Assets free and clear of all liens, claims and encumbrances. Finally, Fybomax respectfully asks that the Court enters an appropriate order authorizing the sale of the Fybomax Assets, and providing such other relief as the Court deems just and proper. Fybomax is leasing the RT Monroeville real property from Sula Simcha on a month-to-month basis, but acknowledges that it has not had the financial ability to pay rent to Sula Simcha under the Lease since October of 2018. The Lease will be deemed rejected and terminated upon the entry of an order approving and authorizing the transaction(s) contemplated in the Motion. Sula Simcha will then have 45 days to file any claim for damages arising from the rejection of the Lease and/or to supplement its existing timely filed administrative claim. For purposes of clarity and avoidance of doubt, Fybomax only proposes to sell the removable personal property owned by Fybomax and located at RT Monroeville that can be removed without causing material and/or irreparable damage to the RT Monroeville real property. To the extent any successful bidder for the Fybomax Equipment is either unable to, or elects not to remove, an item identified as part of the Fybomax Equipment on the Equipment List, such item will automatically be deemed a "fixture" owned by Sula Simcha. A hearing on the Motion is set for April 4, 2019 at 10:30 a.m. The objection deadline is March 28, 2019. About Fybomax, Inc. Each of the Debtors, Fybomax, Inc., Fybo Management, Inc., Rivertowne Growth Group, LLC, Rivertowne Growth Group, LLC and Occupy Rivertowne, LLC, is an affiliate of Fybowin, LLC, doing business as Rivertowne, which sought creditor protection on May 4, 2018. Fybowin is a privately held brewing company in Pittsburgh, Pennsylvania. The Rivertowne beer concept was born in 2002. Rivertowne, one of the very first craft brewers in Pittsburgh, has restaurants in Verona, North Huntingdon, and the North Shore, as well as a Pourhouse in Monroeville. Visit https://www.myrivertowne.com for more information. Fybomax, Inc. (Bankr. W.D. Pa. Case No. 18-21870), Fybo Management, Inc. (Bankr. W.D. Pa. Case No. 18-21870), Rivertowne Growth Group, LLC (Bankr. W.D. Pa. Case No. 18-21871), Rivertowne Growth Group, LLC (Bankr. W.D. Pa. Case No. 18-21872) and Occupy Rivertowne, LLC (Bankr. W.D. Pa. Case No. 18-21873) sought Chapter 11 protection on May 7, 2018. The Debtors tapped Kelly Esther McCauley, Esq., at Whiteford, Taylor & Preston LLP as counsel. The Debtors estimated their assets and liabilities as follows: Estimated Estimated Assets Liabilities ----------- ----------- Fybomax, Inc. $50,000 to $100,000 $1 million to $10 million Fybo Management Inc. $50,000 to $100,000 $1 million to $10 million Rivertowne Growth Group LLC $1 million to $10 million $1 million to $10 million Occupy Rivertowne, LLC $0 to $50,000 $1 million to $10 million The petitions were signed by Christian Fyke, CEO. GLORIETA PARTNERS: S&P Cuts Revenue Bond Rating to 'B-' ------------------------------------------------------- S&P Global Ratings lowered its long-term rating on the Capital Trust Agency, Fla.'s multifamily housing revenue bonds (The Gardens Apartment Project), issued on behalf of the borrower, Glorieta Partners Ltd., nine notches, to 'B-' from 'A-'. S&P also placed the rating on CreditWatch with negative implications. The nine-notch downgrade is due to material deterioration of financial strength as evidenced by the project's 2017 S&P-calculated debt service coverage ratio of 0.70x, weak strategy and management assessment, poor asset quality, and very weak loss coverage score. The CreditWatch placement is due to a default notice and S&P's inability to rely on unaudited 2018 financial results," said S&P Global Ratings credit analyst Joanie Monaghan. A public Notice of Default letter pertaining to a legacy loan secured by the property, dated March 15, 2019, and sent to the Electronic Municipal Market Access was recently posted. The notice, from the law firm representing Florida Housing Finance Corp. (FHFC), states that FHFC is the holder of a mortgage and security agreement, dated March 25, 1993, by Creative Choice Homes II Ltd. (the parent and related party to the borrower, Glorieta Partners Ltd.) as mortgagor, and FHFC as mortgagee. The letter serves as the formal Notice of Default under the terms of the FHFC's Home Loan Mortgage and states that Creative Choice Homes II is in default for failing to obtain FHFC's written consent, as mortgagor, to transfer the title of the property as collateral for the loan on Sept. 25, 2015. According to the series 2015 bond loan agreement, the borrower (Glorieta Partners Ltd.) was to provide, prior to or simultaneously with the issuance of the series 2015 bonds, a title policy proving that the trustee has a valid lien on the project. Since the public posting of the Notice of Default, S&P has not been able to reach bond counsel or any other transaction participant that can provide information about the potential impact of the notice on payments from the series 2015 bonds outstanding. The next bond payment date is July 1, 2019. S&P expects to resolve the CreditWatch by the end of April 2019, in any event prior to that payment date. During the CreditWatch period, the rating agency will continue to seek more information regarding this situation. S&P could suspend or withdraw the rating at or before the conclusion of the CreditWatch period, depending on the nature of the information it learns or if it is unable to obtain information of sufficient and reliable quality to maintain the rating in accordance with its standards and policies." In addition, S&P has received unaudited financial statements for year-ended Dec. 31, 2018; however, based on the history of material variances between unaudited and audited financial reports it has received for this project, and in this sector generally, the rating agency generally requires annual audited financial statements to have results that maintain the current rating. Therefore, the CreditWatch with negative implications reflects S&P's view that there is more than a one-in-two chance that it could take additional negative rating action, including a suspension or withdrawal of the rating if it does not receive the 2018 audited financial statements as soon as they are available and within the next 30 days, or if those audited financial statements report further declines in the project's financial position. S&P could take these rating actions separate and apart from any information it receives or rating actions the rating agency takes, as it relates to the circumstances involving the Notice of Default discussed above. HARSCO CORP: Fitch Affirms BB Issuer Default Rating, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has affirmed Harsco's Long-Term Issuer Default Rating (IDR) at 'BB' and its secured revolver and term loan at 'BB+'/'RR1'. The Rating Outlook is Stable. Harsco had $615 million of gross debt outstanding as of Dec. 31, 2018. KEY RATING DRIVERS Cyclical End-Markets: The ratings take into account the cyclicality inherent in Harsco's operations, which are tied to the metal, energy and rail equipment end-markets, with particular exposure to steel and mineral markets. The ratings also take into account Harsco's improved financial profile and positive FCF balanced against the company's moderate size and the need for ongoing investment to support growth. Improved FCF: Fitch expects Harsco to generate FCF of around $50 million-$60 million, or 3% of sales, in 2019 despite higher levels of growth capex. Fitch expects Harsco's FCF will be used for bolt-on acquisitions, opportunistic share repurchases and debt reduction. The company does not pay dividends, which provides flexibility to apply cash flow for other purposes. Fitch expects FCF to remain positive going forward and that the company will maintain disciplined cash deployment. Lower Financial Leverage: The ratings take into account the deleveraging that has occurred over the past three years, aided by debt reduction from the 2016 sale of the company's interest in the Brand joint venture and, more recently, EBITDA growth. Debt/EBITDA improved from 3.3x at the end of 2015 to 2.0x as of Dec. 31, 2018, and Fitch expects modestly lower leverage in 2019 driven by EBITDA growth. Longer term, leverage will likely track above 2.0x as the company pursues faster growth, both organically and through acquisitions. Growth Orientation: Harsco has returned to a growth orientation in its Metals & Minerals segment, with higher capex to capitalize on growth opportunities over the medium term. These opportunities include the potential for new contracts at existing locations and with mills in China, India and other emerging markets. This follows a significant restructuring of the segment over 2014-2016 and a decision by management in 2017 to not separate the business by selling or spinning it off. Business Recovering: Harsco's results recovered in 2017-2018 following the commodity-driven downturn of 2015-2016. The consolidated EBITDA margin improved to 18.5% in 2018, though it is expected to narrow modestly in 2019 due to growth investments before expanding in 2020. The company's largest segment, Metals and Minerals (63% of 2018 revenues), reported 6% revenue growth and slightly higher margins in 2018 due to new contracts and higher steel output and service levels. The industrial segment (22% of sales) generated healthy sales and earnings growth in the period due primarily to a rebound in demand for heat exchangers sold into the U.S. energy market. The rail segment (16% of sales) also generated higher earnings in 2018. DERIVATION SUMMARY Harsco is a diversified manufacturer and service provider that participates in a variety of end-markets, each of which has a different set of competitors. Another diversified industrial in the 'BB' category is Trinity Industries, a manufacturer and lessor of rail cars. When compared with Trinity's manufacturing operations, Harsco has lower financial leverage and generates higher EBITDA margins. Trinity also has a substantial railcar leasing business that broadens its scale and helps to mitigate the cyclicality in its railcar manufacturing operations. No country-ceiling, parent/subsidiary or operating environment aspects impact the rating. KEY ASSUMPTIONS Fitch's Key Assumptions within Its Rating Case for the Issuer - Sales grow by around 12% in 2019, driven by a recovery in the industrial and rail segments and continued mid-single-digit growth in metals and minerals, followed by 5% growth in 2020. - EBITDA margins are moderately lower in 2019 due to growth investments, and expand in 2020. - FCF is projected at around 3% of sales in 2019 despite higher levels of growth capex. FCF is directed primarily to bolt-on acquisitions and share repurchases. - Debt levels decline as the term loan amortizes. Debt/EBITDA improves gradually in 2019 and 2020 from 2.0x at the end of 2018. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - The ratings are unlikely to be upgraded in the medium term given the relatively small size and cyclical nature of its businesses. - Longer term, developments that may lead to a positive rating action include the company developing into a larger, more diversified operation with less inherent cyclicality; - Mid-cycle debt/EBITDA sustained under 2.5x and funds from operations (FFO)-adjusted leverage under 3.5x. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Fitch's expectation that mid-cycle debt/EBITDA will remain above 3.0x-3.5x, and FFO adjusted leverage will remain above 4.0x-4.5x; - Negative FCF on a sustained basis. LIQUIDITY Harsco's liquidity at Dec. 31, 2018 was supported by cash of $64 million and a $500 million secured revolver maturing in November 2021, on which $408 million was available. Liquidity is also supported by FCF, which is projected at around 3% of sales in 2019. Harsco's debt structure as of Dec. 31, 2018 consisted of $62 million drawn on the secured revolver, $542 million outstanding on a secured term loan maturing in December 2024, and $12 million of other borrowings and overdrafts. The collateral backing the credit facilities includes the capital stock of each direct subsidiary (65% of stock of first-tier foreign subsidiaries) and substantially all of the company's domestic tangible and intangible assets. In addition, all of the company's domestic, wholly owned restricted subsidiaries guarantee the facilities. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Harsco Corporation -- Long-Term IDR at 'BB'; -- Senior secured RCF at 'BB+'/'RR1'; -- Senior secured Term Loan at 'BB+'/'RR1'. The Rating Outlook is Stable. HOME BOUND HEALTHCARE: Seeks to Hire Porter Law as Legal Counsel ---------------------------------------------------------------- Home Bound Healthcare, Inc. seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Porter Law Network as its legal counsel. The firm will assist the Debtor in the preparation of a plan of reorganization and disclosure statement, and will provide other legal services in connection with its Chapter 11 case. Porter Law Network's hourly rates are: Karen J. Porter $450 Associate Attorneys $350 - $200 Legal Assistants $175 Karen Porter, Esq., attests that she is disinterested within the meaning of Sections 101(14) and 327 of the Bankruptcy Code. The firm can be reached at: Karen J. Porter, Esq. Porter Law Network Suite 240, 230 West Monroe Chicago, IL 60606 Phone: (312) 372-4400 Fax: (312) 372-4160 About Home Bound Healthcare Inc. Home Bound Healthcare, Inc. is a home health care company that offers outpatient therapy, nursing, occupational, and rehabilitation services. Home Bound Healthcare, Inc. filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-05760) on March 5, 2019. In the petition signed by Julieta Mitra, president, the Debtor estimated $500,000 to $1 million in total assets and $1 million to $10 million in total liabilities. Karen Porter, Esq., at Porter Law Network, and John D. Ioakimidis, Esq., are the Debtor's attorneys. The case has been assigned to Judge Janet S. Baer. HOSNER HOLDINGS: Ordered to Amended Proposed Disclosure Statement ----------------------------------------------------------------- Bankruptcy Judge Thomas J. Tucker ordered Hosner Holdings, Inc. to amend its disclosure statement. On March 14, 2019, the Debtor filed a plan and disclosure statement. The Court cannot yet grant preliminary approval of the disclosure statement contained within this document. The Court notes several problems which the Debtor must correct. The problems include: First, Paragraph 2.2.1 of the Plan on page 13 is internally inconsistent. It states both that there will be "monthly cash payments" to members of Group 2, and that there will "quarterly" payments. It is also unclear what periodic payment amount creditors in this group will receive. The Debtor must amend this paragraph of the Plan to state when the creditors in this group will be paid and the Debtor also must state a dollar amount that each creditor will be paid. Second, Paragraphs 3.1 and 3.1.2 of the Plan on pages 15 and 16, which concern the treatment of the Class One allowed secured claim of EBT Partners, LLC, contain erroneous references to the "MCA Creditors," which are not being treated in this class. The Debtor must remove all references to the "MCA Creditors" in these paragraphs. The Debtor also must state what property of the Debtor secures the claims of EBT Partners, LLC, and what the value of that collateral is. Third, there are two paragraphs "3.1.2" in the Plan on page 16. The Debtor must correct this. Fourth, in Paragraph 3.2 of the Plan on page 16, the Debtor states that Remax has an allowed secured claim and that the claim is secured by the franchise license of the Debtor. The Debtor must state the value of the franchise license, and whether Remax is fully or partially secured. Fifth, in Paragraph 3.6.2 of the Plan on page 19, the Debtor must change "his" to "her" and "he" to "she" as these pronouns refer to Kimberly Hosner. Accordingly, the Debtor must file an amended combined plan and disclosure statement. The Debtor also must file a redlined version of the amended combined plan and disclosure statement, showing the changes the Debtor has made to the "Debtor's Combined Plan and Disclosure Statement" filed March 14, 2019. A copy of the Court's Order dated March 19, 2019 is available at: http://bankrupt.com/misc/mieb18-55404-45.pdf About Hosner Holdings Hosner Holdings, Inc., owns and operates a real estate company that specializes in the marketing, listing and selling of new and resale homes, residential communities, condominiums, undeveloped land, and commercial and investment opportunities. Hosner Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-55404) on Nov. 14, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Thomas J. Tucker oversees the case. The Debtor tapped Maxwell Dunn, PLC as its legal counsel. HUMPERDINK'S SIX FLAGS: May Use Cash Collateral on Interim Basis ---------------------------------------------------------------- The Hon. Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas has authorized Humperdink's Six Flags Drive, Ltd, Humperdink's Greenville Ave, Ltd., Humperdink's West Northwest Highway, Ltd. and Humperdink's Texas, LLC to use cash collateral on an interim basis. The Debtors are allowed to enter into all agreements necessary to allow the Debtors to use Cash Collateral subject to the protections and consideration described in the Interim Order in the amounts and for the expenses set forth on the monthly budget. The Debtors, however, should not incur expenses for any line item for an amount that exceeds the lesser of the amount for such line item in the budget and the actual expenditure for such line item without the prior written approval of Veritex Community Bank. The Debtors may pay a 10% variance per line item. The Debtors are authorized to collect and receive all cash funds. The Debtors are also permitted to pay U.S. Trustee fees incurred during these cases. During the pendency of the interim order: (i) all cash accounts of Debtors and all accounts receivable collections by Debtors post-petition will be deposited in a separate cash collateral account, being Debtors' debtor-in-possession account; (ii) the Debtors shall account each month to Veritex for all funds received; and (iii) the Debtors will maintain insurance on Veritex's collateral and pay post-petition taxes when due. Veritex is granted valid, binding, enforceable, and perfected liens co-extensive with the Veritex's pre-petition liens in all currently owned or hereafter acquired property and assets of the Debtors, of any kind or nature, whether real or personal, tangible or intangible, wherever located, now owned or hereafter acquired or arising and all proceeds and products, including, without limitation, all accounts receivable, general intangibles, inventory, and deposit accounts coextensive with its prepetition liens. Veritex is also granted replacement liens and security interests, co-extensive with its pre-petition liens. Said replacement liens are automatically perfected without the need for filing of financing statement with the Secretary of State's Office or any other such act of perfection. From and after the Petition Date, the proceeds of the pre-petition Collateral and the post-petition collateral will not, directly or indirectly, be used to pay expenses of the Debtors or otherwise disbursed except for those expenses and/or disbursements that are expressly permitted herein and as shown on the Budget plus 10% per line item. A copy of the Order is available at http://bankrupt.com/misc/txnb19-40572-50.pdf About Humperdink's Six Flags Drive Humperdink's Six Flags Drive, Ltd. filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-40572) on Feb. 6, 2019. In the petition signed by John McMurray, member of general partner, the Debtor estimated $0 to $50,000 in assets and $500,001 to $1 million in liabilities. The Debtor is represented by Howard Marc Spector, Esq. at Spector & Johnson, PLLC. INFINERA CORP: Egan-Jones Hikes Sr. Unsecured Ratings to B- ----------------------------------------------------------- Egan-Jones Ratings Company, on March 18, 2019, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Infinera Corporation to B- from B. Infinera Corporation is a Sunnyvale, California-based vertically integrated manufacturer of Wavelength division multiplexing optical transmission equipment for the telecommunications service provider market. INFORMATION TECHNOLOGY: Taps Cohen & Grace as Special Counsel ------------------------------------------------------------- Information Technology Procurement Sourcing, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Cohen & Grace, LLC as its special counsel. The firm will represent the Debtor in litigations involving its former chief executive officer Eric Cunningham. The former head was terminated by the Debtor's management committee and was slapped with a lawsuit over alleged irregularities. In response, Mr. Cunningham sued the Debtor and its officers in the Court of Common Pleas of Butler County (Case No. 2018-10770), asserting claims under the RICO Act. Mark Grace, Esq., the attorney who will be providing the services, will charge an hourly fee of $400. The firm's associates and paralegals will charge $250 per hour and $100 per hour, respectively. Mr. Grace assures the court that his firm does not hold any interest adverse to the Debtor or its bankruptcy estate with respect to the litigations. The firm can be reached at: Mark A. Grace, Esq. Cohen & Grace, LLC 105 Braunlich Drive, Suite 300 Pittsburgh, PA 15237 Phone: 412-847-0300 Toll-free: 866-310-4331 Fax: 412-847-0304 About Information Technology Procurement Sourcing LLC Information Technology Procurement Sourcing, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-20087) on Jan. 7, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. The case has been assigned to Judge Carlota M. Bohm. The Debtor tapped Stonecipher Law Firm as its legal counsel. JACK IN THE BOX: Egan-Jones Lowers Senior Unsecured Ratings to BB+ ------------------------------------------------------------------ Egan-Jones Ratings Company, on March 21, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Jack in the Box Inc. to BB+ from BBB-. Jack in the Box Inc. is an American fast-food restaurant chain founded February 21, 1951, by Robert O. Peterson in San Diego, California, where it is headquartered. The chain has 2,200 locations, primarily serving the West Coast of the United States. JAMES LARRY BAIN: Proposes RE/MAX Auction of Arab Property ---------------------------------------------------------- James Larry Bain asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the sale by public auction of his home and approximately 20 acres located at 750 Mount Oak Drive, Arab, Marshall County, Alabama. Post-confirmation, the Debtor entered into a contract to employ Steve Carver and RE/MAX Guntersville as broker to market and sell the Property. The Property has been on the market since that time and realtor Carver is of the opinion the best price will be brought by dividing the large parcel and auctioning the smaller parcels. The Debtor has entered into a Real Estate Auction Contract with Steve Carver and RE/MAX Guntersville. The contract proposes a public auction on April 13, 2019 with the house and 20 acres offered in eight tracts as itemized in the contract with reserve. The compensation to the auctioneer/agent by the Debtor is agreed to be 0% of the total sales price plus the Buyer's premium, plus $7,500 of the promotional budget. The property is subject to the following mortgages, liens or other interests: (a) A first mortgage in favor of Wells Fargo Bank, NA, which was transferred post-confirmation to Specialized Loan Serving, LLC, in the amount of $57,449. The Debtor asserts that claim has been paid in full in accord with paragraph 3.2 of the Second Amended Plan; (b) A second mortgage in favor of First American Title Insurance Co. in the amount of $86,500 secured by the Debtor's home located at 750 Mount Oak Drive NE, Arab, Alabama, and approximately 16 acres surrounding the Debtor's home; (c) A third mortgage on the Debtor's home located at 750 Mount Oak Drive, Arab, Alabama and a first mortgage on approximately 16 acres surrounding the Debtor's home in favor of National Loan Investors in the amount of $244,020; and (d) An unexpired Lease Agreement with Option to Purchase between the Debtor and the Marty Cranford dated June 28, 2012 and any extension thereto, which was assumed by the Debtor. The Debtor asserts the agreement has expired by its terms and that Cranford elected to not exercise his Option to Purchase. All liens, mortgages, or other interests will attach to the proceeds of the sale. The sale is not in the ordinary course of the Debtor's business. A copy of the Auction Contract attached to the Motion is available for free at: http://bankrupt.com/misc/James_Bain_196_Sales.pdf James Larry Bain sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 16-41436) on Sept. 2, 2016. The Debtor tapped Tameria S. Driskill, Esq., as counsel. On Aug. 30, 2018, the Court appointed Steve Carver and RE/MAX Guntersville as broker. JAMES MEDICAL: Gets Approval to Hire Billing Specialist ------------------------------------------------------- James Medical Equipment, Ltd. received approval from the U.S. Bankruptcy Court for the Western District of Kentucky to hire billing specialist iHealh Solutions, LLC. The firm will help the Debtor bill its customers, collect on accounts receivable, and provide other services. The Debtor and iHealh have agreed to a pre-bankruptcy rate equal to 11% of net collections related to claims less 365 days old and 20% of net collections on claims more than 365 days old. They have also agreed to a post-petition rate equal to 5% of net collections. Michael Dowling, chief financial officer of iHealh, disclosed in court filings that his firm neither holds nor represents any interest adverse to the Debtor's estate, and is a "disinterested person" as defined by Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Dowling iHealth Solutions, LLC d/b/a Advantum Health 500 West Jefferson Street, Suite 2310 Louisville, KY 40202 Phone: 502-530-0916 About James Medical Equipment, Ltd. 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 $1,000,001 to $10 million in both assets and liabilities. The case has been assigned to Judge Joan A. Lloyd. The Debtor tapped David M. Cantor, Esq., at Seiller Waterman LLC, as its legal counsel. JERRY BRYANT: July 22 Deadline for Filing Plan, Disclosures ----------------------------------------------------------- Jerry Bryant TV, Inc., is directed by the Bankruptcy Court to file a Plan of Reorganization and accompanying Disclosure Statement on or before Monday, July 22, 2019. This case is set for a status hearing on April 9, 2019 at 10:00 a.m. in Courtroom 619, 219 South Dearborn Street, Chicago, Illinois. Based in Chicago, Illinois, Jerry Bryant TV, Inc. -- https://www.jbtvmusic.com -- owns and operates a music television program dedicated to introducing the world to new artists. JBTV Music Television allows viewers to watch live performances online and on Broadcast TV. It posts its performances to YouTube for music fans all over the globe to enjoy, all for free. Jerry Bryant TV, Inc., filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-08202) on March 22, 2019. The case is assigned to Judge Donald R. Cassling. The Debtor's counsel is Michael C. Moody, Esq., and Dean C. Gramlich, Esq., at O'Rourke & Moody, LLP, in Chicago, Illinois. The Debtor had estimated assets of $1 million to $10 million and estimated liabilities of $100,000 to $500,000. The petition was signed by Gerald Bryant, president. JLT HOLDINGS: Taps Dolan & Murphy as Real Estate Broker ------------------------------------------------------- JLT Holdings, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Dolan & Murphy, Inc. as its real estate broker. Dolan & Murphy will assist the Debtor in the sale of its real property located at 220 Garden Street, Building C, Yorkville, Illinois. The firm will receive a 6% commission on the purchase price. The sale of the Yorkville property is part of the Debtor's settlement agreement with its secured lender, McCormick 101, LLC, which filed a lawsuit to foreclose on the property in May 2017. The bankruptcy court approved the agreement on March 27. As disclosed in court filings, Dolan & Murphy is a disinterested person and holds no interests that conflict with the Debtor's bankruptcy estate. The firm can be reached through: Brian K. Dolan Dolan & Murphy Inc 765 Orchard Ave. Aurora, IL 60506 Phone: +1 630-801-8800 About JLT Holdings JLT Holdings, LLC owns properties located at 220 Garden Street, Yorkville, Illinois; 4512 Deames Street, Plano, Illinois; and 1800 South Ocean Drive, Unit 3205, Hallandale, Florida. JLT Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-33604) on Dec. 3, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Benjamin A. Goldgar. Adelman & Gettleman, Ltd. is the Debtor's counsel. JMG METAL: Files for Bankruptcy Protection in Canada ---------------------------------------------------- JMG Metal, Ontario-based metal manufacturer specializing in custom component production for the furniture industry, filed for bankruptcy, listing approximately $1 million in liabilities. BDO Canada LLP is the Company's bankruptcy trustee. BDO Canada can be reached at: BDO Canada LLP Royal Bank Plaza South Tower 200 Bay Street, 33rd Floor Toronto, ON M5J 2J8 Tel: 416-865-0111 Fax: 416-367-3912 KEVIN HAAS: Selling 3.54-Acre of Hancock County Property for $35K ----------------------------------------------------------------- Kevin J. Haas and Lisa T. Haas ask the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize the sale of a parcel of real property located in Hancock County, Mississippi, consisting of approximately 3.54 acres, being part of Hancock County Tax Parcel No. 069-0-30-019.005, to Charles Kennedy and Kari Morgan for $35,000. Said parcel is listed in the Schedules with a value of $25,000, and being approximately 25 acres. The Property here proposed to be sold is 3.54 acres on the North end of said 25-acre parcel. The Debtor has entered into an Agreement to Purchase or Sell as to the Property, with the Buyers, for a sale price of$35,000. There are no voluntary liens on the Property. The Debtors propose to place all of the net proceeds of the sale of the Property into a DIP account to be disbursed only with approval of the Court. The Debtor has agreed to the placement of 100% of the net proceeds of sale in a DIP account to be disbursed only with approval of the Court. The Net Proceeds will be defined: the purchase price, less closing costs, ad valorem taxes paid by Seller; proration's, title curative costs required by the Contract, cost of survey, any title insurance premium and/or binders required to be paid by the Seller; and an estimated amount that will become due to the U.S. Trustee as quarterly fees pursuant to 28 USC 1930 as a result ofcompletion of the sale. The Debtor prays that the Court will enter the Order authorizing the sale of the Property by the Debtor to the Buyers pursuant to the Contract, provided that payment is to be made in the following manner: (a) proration of the County ad valorem taxes for the current year of approximately $10; and (b) placement of 100% ofthe Net Proceeds of sale in a DIP account to be disbursed only with approval of the Court. The Debtor further prays that the Court authorizes that the Property be sold free and clear of all liens; and enters an order that the Net Proceeds of sale be substituted as collateral for the Property pursuant to 11 U.S.C. Section 36305, and that the Property be conveyed free and clear of encumbrances. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Kevin_Haas_139_Sales.pdf Kevin J. Haas and Lisa T. Haas sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 18-51718) on Sept. 4, 2018. The Debtors tapped Patrick A. Sheehan, Esq., as counsel. LAKE BRANCH: Unsecured Creditors' Recovery Unknown Under Plan ------------------------------------------------------------- Lake Branch Dairy, Inc., Lake Branch 11, LLP, and Roger & Merle Nickerson Farms, LLP, filed a joint plan of reorganization and accompanying disclosure statement. Pursuant to the Plan, each Holder of an Allowed Unsecured Claim shall receive, on account of such Allowed Claim, a Pro Rata Distribution of Cash from the Plan Trust. To the extent the Holder of an Allowed General Unsecured Claim receives less than full payment on account of such Claim, the Holder of such Claim may be entitled to assert a bad debt deduction or worthless security deduction with respect to such Allowed Unsecured Claim The Debtor's Plan will be funded by the continued operations of the Debtor's Dairy Farm operations and if necessary from supplemental income from the Orange Groves Crops. A full-text copy of the Joint Disclosure Statement dated 25, 2019, is available at http://tinyurl.com/y5k9ju5pfrom PacerMonitor.com at no charge. About Lake Branch Dairy, Inc. Lake Branch Dairy, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-05951), on July 19, 2018. The Petition was signed by Roger L. Nickerson, president. The Debtor is represented by Buddy D. Ford, Esq. of Buddy D. Ford, P.A. At the time of filing, the Debtor had $3,331,161 in total assets and $7,906,868 in total liabilities. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Lake Branch Dairy, Inc., as of Aug. 16. LF RUNOFF 2: Taps Goe & Forsythe as Bankruptcy Counsel ------------------------------------------------------ LF Runoff 2, LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to hire Goe & Forsythe, LLP as its general bankruptcy counsel. The services to be provided by the firm include: a. advising and assisting Debtor with respect to compliance with the requirements of the United States Trustee and the bankruptcy court; b. advising Debtor regarding matters of bankruptcy law; c. conducting examinations of witnesses, claimants or adverse parties; and d. assisting Debtor in the negotiation, formulation and implementation of a Chapter 11 plan of reorganization. Goe & Forsythe received an initial retainer of $25,000. Marc Forsythe, Esq., at Goe & Forsythe, attests that his firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Marc C. Forsythe, Esq. Goe & Forsythe, LLP 18101 Von Karman Avenue, Suite 1200 Irvine, CA 92612 Tel: 949-798-2460 Fax: 949-955-9437 E-mail: kmurphy@goeforlaw.com mforsythe@goeforlaw.com About LF Runoff 2 LLC LF Runoff 2, LLC, formerly known as Plutos Sama, LLC, operates a portfolio of companies, which include law firms. LF Runoff 2 filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-10526)on February 14, 2019. In the petition signed by Matthew C. Browndorf, managing member, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Marc C. Forsythe, Esq., at Goe & Forsythe, LLP, represents the Debtor as counsel. LONESTAR II GENERATION: S&P Rates $300MM Secured Facilities 'B+' ---------------------------------------------------------------- S&P Global Ratings on March 28 assigned a preliminary 'B+' issue-level rating to Lonestar II Generation Holdings LLC's senior secured credit facilities in the amount of $300 million. S&P's preliminary recovery rating of '1' indicates its expectations for very high recovery of 90%-100% (rounded estimate: 95%) in the event of default. Lonestar II plans to issue $300 million of senior secured credit facilities that consist of a $250 million term loan B, a $30 million term loan C (both due 2026), and a $20 million revolving credit facility (due 2024). The net proceeds from the issuance will be distributed to sponsors. In 2018, the ERCOT market exhibited record demand levels with summer demand consumption approaching 73 GW (i.e. 5% year-on-year growth) and average spark spreads increasing to $20 from $10 in the previous year. These trends were primarily driven by the warm summer weather, as well as an estimated 5 GW of thermal capacity retirement. Additionally, 2 GW of capacity retirement is expected in 2019 and 2020. S&P notes that spark spreads implied by the energy forward curve reflect these positive developments in ERCOT. Spark spreads reach about $50 in 2019 and gradually decline back to $15-$20 over the next five years,reflecting the forward curve backwardation. The stable outlook reflects S&P's expectation that the project will maintain operational metrics consistent with historical performance with a minimum DSCR of at least 3x over the useful life of the assets. The rating agency also anticipates that the project will repay its term loan before maturity via the 100% cash flow sweep and mandatory amortization. In addition to the cash flow sweep, Lonestar II's debt repayment profile is supported by hedges in 2019 and 2020. MANHATTAN JEEP: Seeks to Hire Citrin Cooperman as Tax Advisor ------------------------------------------------------------- Manhattan Jeep Chrysler Dodge, Inc., and Manhattan Automotive, LLC, seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Citrin Cooperman & Company, LLP as their tax advisor. The firm will prepare the Debtors' income tax returns and other tax filings that may be required. It will also evaluate the validity of the claim filed by the New York City Department of Finance for unpaid pre-bankruptcy taxes. Citrin will be paid at these hourly rates: Partners $420 - $675 Directors $360 - $415 Managers $285 - $355 Supervisors $235 - $280 Senior Accountants $215 - $230 Staff $180 - $210 Paraprofessionals $90 - $180 Wilfredo Fernandez, a partner at Citrin, disclosed in a court filing that the firm's partners, principals, directors and other employees are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Wilfredo Fernandez Citrin Cooperman & Company, LLP 290 W. Mt. Pleasant Avenue Livingston, NJ 07039 Tel: 973.218.0500 Fax: 973.218.7160 About Manhattan Jeep Manhattan Jeep Chrysler Dodge, Inc., is a family-owned and operated car dealer based in New York. Manhattan Jeep offers a collection of both new and used cars to customers in Manhattan, Queens, the Bronx, and surrounding areas. The Company also offers car services including oil changes and engine and transmission repairs. It also provides state inspections and free body shop estimates and sells vehicle parts. Manhattan Jeep Chrysler Dodge, Inc., and Manhattan Automotive, L.L.C., filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10657 and 18-10661) on March 9, 2018. In the petitions signed by Patrick Monninger, president of Manhattan Jeep, Manhattan Jeep estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities and Manhattan Automotive estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The cases have been assigned to Judge Michael E. Wiles. Eric J. Snyder, Esq., at Wilk Auslander LLP, is the Debtor's counsel. MARTIN MIDSTREAM: S&P Alters Outlook to Negative, Affirms 'B' ICR ----------------------------------------------------------------- S&P Global Ratings revised the outlook on U.S. midstream energy master limited partnership Martin Midstream Partners L.P. to negative from stable and affirmed the 'B' issuer credit rating. At the same time, S&P affirmed the 'B-' issue-level rating on the partnership's senior unsecured notes due February 2021. The recovery rating of '5' reflects S&P's expectation for modest (10%-30%; rounded estimate: 20%) recovery. The negative outlook on Martin Midstream reflects S&P's view of refinancing risk and constrained liquidity in light of the approaching revolving credit facility maturity in March 2020. Martin's senior unsecured notes are also due in February 2021, leading to the partnership's weighted average maturity falling under two years. S&P could lower the ratings over the next six months if Martin is unable to improve liquidity by refinancing its revolving credit facility. The rating agency notes that Martin Midstream is anticipating the sale of Cardinal Gas Storage, a non-core asset, prior to the end of the second quarter 2019. While the Cardinal sale is not in S&P's base-case projections, the transaction would somewhat improve Martin's liquidity position. The negative outlook on Martin Midstream reflects S&P's view that the partnership will have less-than-adequate liquidity during the next 12 months. Due to the March 2020 maturity of the revolving credit facility, S&P estimates that liquidity could be constrained. S&P could lower the rating on Martin Midstream if the partnership fails to extend its credit facility within the next six months, which would result in a continued liquidity constraint. In addition, S&P could lower the rating if the credit quality of Martin Resource Management deteriorated. The rating agency could revise the outlook to stable if Martin improves its liquidity and maturity profile by extending its credit facility and its unsecured notes due 2021." MGM RESORTS: Fitch Gives 'BB/RR3' Rating to $500MM Sr. Unsec. Notes ------------------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR3' rating to MGM Resorts International's (MGM) announced $500 million senior unsecured notes maturing 2027. MGM's Issuer Default Rating (IDR) is currently 'BB'/Stable. Proceeds will be used fund the purchase of up to $500 million of the $1.5 billion outstanding notes due 2020 and for general corporate purposes, which could include shareholder returns. KEY RATING DRIVERS Credit Profile Improving: Fitch forecasts MGM Resorts International to de-lever below 5.0x on a gross basis by YE 2020. De-levering will come primarily from EBITDA growth, as MGM Cotai and Springfield ramp up, Empire City casino is acquired (January 2019) and returns on the Park MGM investment are realized. MGM seeks to achieve net leverage of 3x-4x by YE 2020 (Fitch's calculation of net leverage is roughly 0.7x higher due to its subtraction of minority distributions from EBITDA). MGM's FCF profile is also improving and set to exceed $1.0 billion annually by 2020, although shareholder-friendly activity is also ramping up. Upward credit momentum may be slowed by a new large-scale project or a pullback in U.S. economic growth. Favorable Asset Mix: Since 2016, MGM improved its overall geographic diversification and expanded its M Life Rewards program. This was achieved through acquisitions, like Atlantic City's Borgata (2016), New York's Empire City Casino (2019) and Ohio's Northfield Park (2018), and new developments in Maryland and Massachusetts. MGM's portfolio of Las Vegas Strip assets are mostly high quality and its regional assets are typically market leaders. The regional portfolio's diversification partially offsets the more cyclical nature of Las Vegas Strip properties. MGM Growth Properties (MGP): MGP (BB+/Stable) is roughly 70% owned, pro forma for recent acquisitions and MGP's redemption of OP units from MGM for the Northfield transaction, and effectively controlled by MGM. Therefore, Fitch analyzes MGM largely on a consolidated basis. MGM desires to reduce its ownership stake in MGP to under 50%, though its ownership of the sole MGP Class B share and controlling voting power (intact until ownership falls below 30%) will continue to support a consolidated analysis with adjustments for the minority stake in MGP. Positive on Las Vegas: Fitch is positive on the Las Vegas Strip, which represents about 45% of MGM's consolidated revenues (pro forma for recent transactions). The Strip should benefit from continued strength in the convention business and limited new lodging supply. However, Fitch expects low single digit gaming revenue and RevPAR growth as the recovery is entering its 10th year and a number of indicators have reached or surpassed prior-cycle peaks. Macau on Stable Footing: Fitch expects flat to low-single digit growth in Macau gross gaming revenues for 2019. MGM will gain market share as MGM Cotai continues to ramp up, following the introduction of VIP operations in late 2018. Fitch forecasts MGM Cotai will generate over $200 million in incremental EBITDA once fully ramped up. Fitch's favorable long-term view on Macau is supported by an expanding middle class in China and infrastructure development in and around Macau. Fitch feels upcoming concessions renewals in 2022 will be a pragmatic process as the government values stability in the marketplace. (MGM China extended its concession from 2020 to 2022.) DERIVATION SUMMARY MGM's current 'BB' IDR considers the issuer's gross debt/EBITDA slightly over 5.0x (pro forma for annualized results of new openings, acquired assets, and MGP debt issuance), improving FCF profile following the completion of its development pipeline, and its geographically diverse, high quality assets. There is headroom for funding of another large scale project or a moderate operating downturn at the current 'BB' rating level given MGM's liquidity profile and moderate leverage. MGM's liquidity is solid with $1.2 billion in excess cash on hand as of Dec. 31, 2018 (net of estimated cage cash) and an improving FCF profile. Fitch links MGM China's IDR to MGM's. Fitch analyzes MGM on a consolidated basis after adjusting for distributions to minority interests and distributions from unconsolidated entities. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Same-store domestic revenues grow about 1%-2% per year on average, with higher assumed growth at properties on the Las Vegas Strip and still ramping regional properties (National Harbor, Springfield). -- EBITDA margins from wholly owned subsidiaries remain near 30%. -- MGM China generating about $700 million of aggregate EBITDA in 2019, which factors in over $200 million EBITDA at MGM Cotai. -- Roughly $250 million of incremental EBITDA in 2019 from MGM Springfield, Empire City, and Northfield Park; -- 5% annual growth for the parent level dividend and a majority of cash flow from operations less capex at MGM China and MGM Growth Properties is distributed. -- $1 billion of total capex in 2019, which includes close out costs for MGM Springfield and MGM Cotai. Maintenance capex thereafter around $600 million per year. -- $750 million in annual share repurchases. -- $4.6 billion in note maturities from 2019-2022 are refinanced. MGM China amortization is $360 million in 2019. -- Fitch's base case forecast does not include any additional developments in new jurisdictions (e.g. Japan). RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - MGM's IDR could be upgraded to 'BB+' as its adjusted debt/EBITDAR after adjusting for distributions to minority holders and from unconsolidated subsidiaries approaches 4.5x on gross basis and 4.0x net basis, respectively. Fitch will consider the continuation of the stable or positive trends in Las Vegas and Macau, the renewal of the Macau concession, and MGM's commitment to its balance sheet when contemplating positive rating actions. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Fitch would consider a Negative Outlook or downgrade if adjusted gross debt/EBITDAR remains above 6.0x for an extended period of time, due to potentially weaker than expected operating performance, debt funding a new large-scale project or acquisition, or taking a more aggressive posture with respect to financial policy. LIQUIDITY MGM's liquidity is solid and is set to improve further as annual discretionary FCF grows in excess of $1.0 billion by 2020. Per Fitch's base case, the primary use of the FCF will be to support continued ramp up in shareholder returns. MGM repurchased $1.3 billion in shares during 2018 and also pays roughly $260 million in annual parent dividends. Other uses of cash include $350 million of close out costs in 2019 for MGM Cotai, Springfield, and Park MGM (per company guidance). Fitch assumes a bulk of MGM's debt maturities are refinanced. As of Dec. 31, 2018, additional sources of liquidity include $1.2 billion in consolidated excess cash (net of estimated cage cash) and $2.6 billion in consolidated revolver availability. Liquidity is hampered by MGM's maturity schedule, which remains heavy for a non-investment grade company. This is largely a by-product of MGM's unsecured notes not having call options, which is unique among its gaming peers. FULL LIST OF RATING ACTIONS Fitch has assigned the following rating: MGM Resorts International -- Senior unsecured notes due 2027 'BB'/'RR3'. Fitch currently rates MGM as follows: MGM Resorts International -- Long-Term IDR 'BB'; Outlook Stable; --Senior secured credit facility 'BBB-'/'RR1'; -- Senior unsecured notes 'BB'/'RR3'. MGM China Holdings, Ltd (and MGM Grand Paradise, S.A. as co-borrower) -- Long-Term IDR 'BB'; Outlook Stable; -- Senior secured credit facility 'BBB-'/'RR1'. MGM RESORTS: S&P Rates New $500MM Senior Notes Due 2027 'BB-' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to Las Vegas-based casino operator MGM Resorts International's proposed $500 million senior notes due 2027. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a payment default. The rating agency expects the company to use the proceeds from these notes, along with cash on hand and revolver borrowings, to repurchase up to $500 million of its 2020 unsecured notes via a tender offer. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's '1' recovery rating on MGM's senior secured debt and its '3' recovery rating on its senior unsecured debt remain unchanged. -- S&P's simulated default scenario contemplates a payment default occurring in 2023 (in line with the rating agency's average four-year default horizon for 'BB-'-rated issuers) reflecting a significant decline in cash flow due to prolonged economic weakness and increased competitive pressures, particularly in Las Vegas where MGM Resorts' operations are concentrated. The rating agency assumes any debt maturing between now and the year of default is refinanced on the same terms and the maturity is extended to at least the year of default. -- S&P's recovery analysis is based on the operations of the company's wholly owned domestic operations. -- S&P assumes MGM Resorts' $1.5 billion revolving credit facility is 85% drawn at the time of default. -- S&P also assumes that MGM is successful in tendering $500 million of its existing 2020 notes. -- MGM Resorts' senior secured credit facility is secured by the Bellagio and MGM Grand Las Vegas. Therefore, S&P allocates value to secured creditors based on the percentage of property-level EBITDA these two properties represent. S&P estimates these two properties comprise about 50% of MGM's total property-level EBITDA after the rent expense it pays to MGM Growth Properties. -- The recovery prospects for MGM Resorts' unsecured lenders are supported by the company's unpledged assets (all operating assets aside from the Bellagio and MGM Grand Las Vegas) and the residual value from those two properties after satisfying secured claims. -- While S&P's estimated 70%-90% recovery on MGM's unsecured debt would indicate a '2' recovery rating, it has capped the recovery rating at '3' (50%-70%) because of the rating cap that it applies to the unsecured debt of issuers with a issuer credit rating in the 'BB' category. The cap reflects that these creditors' recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt prior to default. Simplified waterfall -- EBITDA at emergence: About $1.1 billion -- EBITDA multiple: 7x -- Gross recovery value: $7.7 billion -- Net recovery value (after 5% administrative expenses): $7.3 billion -- Obligor/nonobligor valuation split: 50%/50% -- Estimated senior secured claims: $2.0 billion -- Value available for senior secured claims: $3.7 billion -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Estimated senior unsecured claims: $6.7 billion -- Value available for senior unsecured claims: $5.3 billion -- Recovery expectations: Capped at 50%-70% (rounded estimate: 65%) Note: All debt amounts include six months of prepetition interest. Value available for unsecured creditors equals unpledged value plus remaining enterprise value from excess collateral after repayment of secured debt. RATINGS LIST MGM Resorts International Issuer Credit Rating BB-/Stable/-- New Rating MGM Resorts International Senior Unsecured $500M Notes Due 2027 BB- Recovery Rating 3(65%) MIDWEST BIOMEDICAL: Taps David P. Lloyd as Legal Counsel -------------------------------------------------------- Midwest Biomedical Resources, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ David P. Lloyd, Ltd. as its legal counsel. The services to be provided by the firm include: a. analysis of the Debtor's financial situation; b. preparation and filing of schedules, statement of affairs and bankruptcy plan; and c. representation of the Debtor at the meeting of creditors and plan confirmation hearing. The firm represented the Debtor in its prior Chapter 11 case (Case No. 17-35380) and received $8,500 in fees. That case failed and the firm has agreed to handle the Debtor's current bankruptcy case without compensation. David Lloyd, Esq., assured the court that his 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 estate. David P. Lloyd can be reached at: David P. Lloyd, Esq. David P. Lloyd, Ltd. 615B S. LaGrange Rd. LaGrange, IL 60525 Tel: (708) 937-1264 Fax: (708) 937-1265 About Midwest Biomedical Resources Midwest Biomedical Resources, Inc. filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 19-02963) on February 5, 2019, estimating under $1 million in both assets and liabilities. The case has been assigned to Judge Janet S. Baer. The Debtor is represented by David P. Lloyd, Ltd. MILFORD REGIONAL: Moody's Cuts Revenue Bond Rating to 'Ba2' ----------------------------------------------------------- Moody's Investors Service has downgraded Milford Regional Medical Center's (MA) (MRMC) revenue bond rating to Ba2 from Ba1. The rating outlook is stable. This rating action affects approximately $102 million in rated debt. RATINGS RATIONALE The downgrade to Ba2 is based on Moody's view that MRMC will maintain high financial leverage, particularly in light of incremental debt borrowings associated with a new IT project. In addition, the downgrade reflects Moody's belief that MRMC will operate with declining and only moderate cash levels, and will face operating challenges that will make it difficult to sustain improvement in margins. The Ba2 rating further reflects MRMC's small size amid larger systems in the greater Boston market. MRMC's very limited operating income will constrain its financial flexibility. Ongoing operating challenges, several of which resulted in negative operating performance in fiscal 2018, will include higher bad debt levels and weak outpatient surgery trends. MRMC will continue to subsidize its employed physician group, although this group will help align financial incentives and aid demand. Further, MRMC will continue to benefit from its relationships with physicians that are affiliated with well-regarded academic medical centers. This, along with ongoing expansion of urgent care centers, will continue to support steady inpatient trends. RATING OUTLOOK The stable outlook reflects Moody's expectations that MRMC will show a sustained reversal in operating losses despite challenges including implementation of new IT systems. The outlook also reflects Moody's belief that balance sheet measures will not materially worsen. FACTORS THAT COULD LEAD TO AN UPGRADE - Sustained improvement in operating income and operating cash flow - Improvement in days cash or cash to debt metrics - Meaningful reduction in financial leverage - Improved inpatient and outpatient market share resulting in strong top line growth FACTORS THAT COULD LEAD TO A DOWNGRADE - Lack of sustained improvement in operating income or cash flow - Further rise in financial leverage - Ongoing decline in days cash or cash to debt metrics - Material disruption related to installation of new clinical and billing IT systems LEGAL SECURITY Bonds are backed by a gross receipts pledge of the obligated group (which includes the hospital and the Milford Regional Physician Group). The bonds are also secured by a mortgage on the primary hospital campus in Milford as well as a debt service reserve fund. PROFILE MRMC is a 145 bed community hospital located approximately 40 miles southwest of Boston and 15 miles southeast of Worcester, Massachusetts. The obligated group also includes Milford Regional Physician Group (MRPG), a multi-specialty physician group practice with 94 employed physicians across multiple sites. METHODOLOGY The principal methodology used in these ratings was Not-For-Profit Healthcare published in December 2018. MORAN FOODS: S&P Cuts Issuer Credit Rating to 'CCC', Outlook Neg. ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based hard-discount grocer Moran Foods LLC's (Save-A-Lot) to 'CCC' from 'CCC+'. At the same time, S&P lowered its issue-level rating on the company's term loan to 'CCC' from 'CCC+'. Its recovery ratings on the debt are unchanged. The downgrade reflects S&P's view that there is an escalating risk that Save-A-Lot could pursue a debt restructuring over the next 12 months to address its unsustainable capital structure. The company's operating performance continues to deteriorate due to execution challenges and stiff competition from larger, better-capitalized operators. S&P expects difficult operating conditions will persist, and very high leverage and eroding liquidity will continue to limit Save-A-Lot's ability to successfully respond to competitive challenges. The negative outlook reflects S&P's view that Save-A-Lot's financial performance will remain under pressure as it navigates execution challenges while contending with very difficult operating conditions. "We could lower the rating if we view the prospect of a default or restructuring as likely over the upcoming six months. Such a scenario could be the result of further delays in executing the company's turnaround plan, resulting in accelerated cash burn," S&P said. Although unlikely over the next several quarters, a higher rating would require improving liquidity and substantial earnings growth such that the likelihood of a near-term liquidity shortfall or restructuring is significantly reduced. For this to occur, S&P would expect to see modest levels of positive free cash flow and increased availability on the company's ABL. NATURE'S SECOND: Taps Ritchie Bros. to Auction Equipment -------------------------------------------------------- Nature's Second Chance Leasing LLC received approval from the U.S. Bankruptcy Court for the Southern District of Illinois to hire Ritchie Bros. Auctioneers (America), Inc., to sell its equipment. Ritchie Bros. will receive a commission based on the gross sale price of each piece of equipment at the rate of 10% for any lot in excess of $2,500 and 25% for any lot realizing $2,500 or less, with a minimum fee of $100 per lot. The firm will also charge buyers a (i) 10% transaction fee on all lots selling for $5,000 or less; (ii) 3.85% on all lots selling for over $5,000 up to $33,500, with a minimu fee of $500 per lot; or (iii) $1,290 on all lots selling for over $33,500. John Wilmesher, Ritchie Bros.'s manager, disclosed in a court filing that his firm neither hold nor represent any interest adverse to the interest of the Debtor's bankruptcy estate. About Nature's Second Chance Leasing Nature's Second Chance Leasing, LLC, is a trucking company based in Alton, Illinois. It was in the business of owning trucks, tractors, trailers, skid steers, and other Bobcat(R)-branded equipment, which it leased to its affiliated entity, Nature's Second Chance Hauling, LLC. Nature's Second Chance Hauling sought bankruptcy protection (Bankr. S.D. Ill. Case No. 18-30328) on March 19, 2018. Nature's Second Chance Leasing sought Chapter 11 protection (Bankr. S.D. Ill. Case No. 18-30777) on May 23, 2018. In the petition signed by Vern Van Hoy, managing member, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Steven M. Wallace, Esq., at Heplerbroom, LLC, as counsel. NAVEGAR NETWORK: Taps Luis R. Carrasquillo as Financial Consultant ------------------------------------------------------------------ Navegar Network Alliance, LLC, received approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire CPA Luis R. Carrasquillo & Co., P.S.C. as its financial consultant. The firm will assist the Debtor in the financial restructuring of its affairs by providing advice on strategic planning, preparing a reorganization plan and participating in negotiations with its creditors. The firm's hourly rates range from $45 to $175. The Debtor paid the firm a $10,000 retainer. Carrasquillo and its members are "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Luis R. Carrasquillo CPA Luis R. Carrasquillo & Co., P.S.C. 28Th Street, # TI-26 Turabo Gardens Ave. Caguas, P.R. 00725 Tel: (787) 746-4555 / (787) 746-4556 Fax: (787) 746-4564 About Navegar Network Alliance Navegar Network Alliance LLC aka Navigant Network Alliance LLC, based in San Juan, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 19-00558) on Feb. 4, 2019. In the petition signed by Brian Campbell, vice-presient of operations, the Debtor estimated $50,000 to $100,000 in assets and $100 million to $500 million in liabilities. The Hon. Brian K. Tester oversees the case. Nayuan Zouairabani, Esq., at McConnell Valdes LLC, serves as bankruptcy counsel. NEIGHBORS LEGACY: S. Alam Objects to Plan Confirmation ------------------------------------------------------ Sohail Alam, Creditor # 197, filed a Second Supplement to his Proof of Claim and Objections to Confirmation of the Plan of Neighbors Legacy Holdings. On March 22, 2019, Creditor Alam, filed his First Supplement to his Proof of Claim and Objections on the ground that Debtors Counsel, Mr. John Higgins, at the hearing held on May 22, 2019, misled the Court about who had the possession of the Software. Alam's claim that Neighbors Health LLC, et al., defrauded Alam is proven through Mr. Chad Chandler's affidavit of July 2018. Alam's claim that relationship between Read King and certain Principals of the Debtor companies that caused the Debtor S90 million dollars in non-cancelable lease obligations was never disclosed to this Court and/or to the Creditors Committee. That failure to disclose violates the Rule on Candor towards the tribunal, especially after Alam alerted the Court of the conflict of interest between Dr. Setul Patel, Girish Capital, LLC, Mr. Thomas Gruenert, Esq., and Neighbors, et al., in December 2018. About Neighbors Legacy Holdings Neighbors Legacy Holdings -- http://www.neighborshealth.com/-- and its subsidiaries currently operate 22 freestanding emergency centers throughout the State of Texas, including in the greater Houston area, South Texas, El Paso, the Golden Triangle, the Panhandle, and the Permian B sin. The Emergency Centers are designed to offer an attractive alternative to traditional hospital emergency rooms by reducing wait times, providing better working conditions for physicians and staff, and giving patient care the highest possible priority. The Debtors were founded in Houston in 2008 by nine emergency room physicians. EDMG, LLC, Neighbors Legacy Holdings and several affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-33836) on July 12, 2018. In the petition signed by Chad J. Shandler, its chief restructuring officer, the Debtor disclosed less than $50,000 in assets and less than $50,000 in liabilities. Shandler is with CohnReznick LLP. Judge Marvin Isgur presides over the cases. John F Higgins, IV, Esq., at Porter Hedges LLP, serves as counsel to the Debtors. They hired Houlihan Lokey Capital, Inc., as investment bankers. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on July 23, 2018. The committee has hired Cole Schotz P.C. as its legal counsel. NEW CITY AUTO: Lupient Buying All Assets for $1.6 Million --------------------------------------------------------- New City Auto Group, LLC, asks the U.S. Bankruptcy Court for the Northern District of Indiana to authorize the bidding procedures in connection with the sale of substantially all assets located at 1301 Indianapolis Blvd., Schererville, Indiana, to Bridget Lupient for $1.6 million, subject to adjustments, subject to overbid. The Debtor prior to the filing of this bankruptcy case operated as a registered Nissan automobile dealer located at 1301 Indianapolis Blvd., Schererville, Indiana, selling new and used Nissan vehicles and other used vehicles. The Debtor is an Indiana corporation that owns and operates the Assets. The Assets constitutes vehicles, parts, machinery, and other assets used in the operation of an automobile dealership. Nissan North America, Inc. has asserted claims against the Debtor and others in an adversary proceeding that Nissan filed in the Debtor's bankruptcy case (Adv. No 18-02055) as follows: a) Nissan sought the imposition of a constructive trust and related causes of action pertaining to the Debtor's purchase of 50 new Nissan vehicles. b) As a part of a proposed settlement between Nissan and the Debtor, Nissan must receive from the proceeds of the sale of the Assets contemplated by the Motion, after payment of the direct expenses of that sale have been deducted, the sum of $1 million or such other sum as Nissan agrees to accept. In the event the Bankruptcy Court enters an order approving the sale of the Assets at a gross sale price in excess of $2.5 million, Nissan will be entitled to receive 33% of the difference between the gross sale price and $2,500,000 up to a maximum of $1,317,208. The simultaneous approval of the proposed settlement is a precondition to Nissan's consent to the sale of the assets as set forth. c) In the event that the highest bid from the sale of the Assets does not produce sufficient net proceeds after the payment of direct expenses to allow Nissan to receive the Minimum Payment Requirement, unless Nissan specifically and affirmatively agrees to accept a lesser amount, the Debtor will not ask court approval of the Asset Sale or the proposed settlement. d) In addition to the settlement payments, Nissan asserts a security interest in and asserts property rights in all signs identifying the Debtor's relationship with Nissan and has filed a UCC-1 financing statement to secure its claim. Prior to the Petition Date, the Debtor obtained $1,545,000 in financing from Adrienne Berke, who is the sister of one of its shareholders and directors and thus an insider. The Debtor used the monies obtained from Adrienne Berke to purchase the assets of the dealership previously operating at its current location as Napleton Auto Werks of Indiana. To secure the financing provided by Adrienne Berke, Adrienne Berke filed a UCC-1 financing statement asserting a lien on: a) all of the Debtor's assets, including all accounts, contract rights, general intangibles, letters of credit, letter of credit rights (whether or not the letter of credit is evidenced by a writing), supporting obligations, instruments (including promissory notes), chattel paper (whether tangible or electronic), documents, notes, Franchise Agreements, and cash; b) all of the new motor vehicles owned by the Debtor before and after Feb. 6, 2018 from Nissan and/or Napleton Auto Werks of Indiana. c) all of the sale funds from all of the new motor vehicles purchased by New City Auto Group, Inc., doing business as Prime Time Nissan of Schererville, before and after Feb. 6, 2018 from Nissan and/or Napleton Auto Werks of Indiana during the term of the Note, except those funds in excess of the vehicle's purchase price paid to Nissan. Prior to the Petition Date, the Debtor obtained $1.1 million in financing from Steven R. Dobrofsky, who is one of the Debtor's shareholders and directors and thus an insider. The Debtor used the monies obtained from Seven R. Dobrofsky to purchase the assets of the dealership previously operating at the Debtor's current location, as Napleton Auto Werks of Indiana. To secure the financing provided by Steven R. Dobrofsky, Steven R. Dobrofsky filed a UCC-1 financing statement asserting a lien on all of the assets of the Nissan Dealership, including but not limited to its Dealership Agreement with Nissan, and the assets transferred by the asset purchase agreement between Napleton Auto Werks of Indiana, Inc. and Michael Helmstetter by which the Debtor purchased its initial assets. Steven R. Dobrofsky's lien specifically excluded any automobiles on the Debtor's premises. Lease Corp. of America provided certain automotive equipment having an original value of $117,570 and filed a UCC-1 financing statement asserting a lien on that equipment. Valvoline owns certain equipment used by the Debtor in its service department. Prior to the Petition Date, the Debtor became embroiled in a dispute with Nissan concerning the Debtor's obligation under its Dealership Term Sales and Service Agreement with Nissan. As a result of the dispute, Nissan declared the Debtor in default of its obligations under that Dealership Agreement and declared that the Dealership Agreement was terminated. The Court entered an order denying the Debtor's motion to enforce the automatic stay in which the Debtor asserted that Nissan violated the automatic stay by taking the position that the Dealership Agreement was terminated. The Debtor filed a motion to reconsider the Court's order. As a result of the filing of the motion to reconsider on which the Court has not ruled, the determination of the status of the Dealership Agreement is in dispute. Notwithstanding the dispute, the Debtor has not operated as a Nissan dealer during its bankruptcy case. As a part of the proposed settlement with Nissan, the Dealership Agreement will be terminated, and the Debtor will conduct an auction for the Assets, subject to Court approval. Only prospective purchasers that have been approved by Nissan as "Qualified Bidders" will be allowed to bid at the auction. The Debtor agrees that if Nissan determines that a prospective purchaser is not qualified to be an approved purchaser, such purchaser cannot be a "Qualified Bidder," and the Debtor will not accept a purchase proposal or bid from that prospective purchaser. The successful bidder, provided Nissan deems the successful bidder qualified and the purchase price is sufficient to meet the Minimum Payment Requirement requirement as set forth, will enter into a new dealer sales and service agreement with Nissan. The Debtor has employed Michael Shanahan, an Indiana attorney whose practice includes the marketing, negotiating and effectuation of transactions such as the transaction proposed in the Motion, who will direct the marketing and sale of the Assets to a third-party subject to the approval of Nissan and the Court. The Debtor and Lupient, on behalf of herself or her corporate designee, have been in discussions concerning the purchase of the Assets, free of any liens, claims or other encumbrances. Lupient, who is the owner of several dealerships in the Midwest has delivered a letter of intent that the Debtor anticipates will be formalized by contract for the purchase of the Assets. Lupient has submitted an offer to purchase the Assets. Lupient is not sought nor received Nissan's approval as a Qualified Bidder. Lupient has submitted a letter of intent under the following terms: a) Fixed Assets, Special Tools, Furniture and Fixtures: Lupient would purchase all fixed assets, company owned vehicles, computers, software, catalog systems, and all special tools for $300,000. b) Goodwill and General Intangibles: Lupient would purchase all signs, graphics, telephone numbers, customer lists, URL’s, websites, goodwill and intangibles for $1.3 million. c) New Cars: Lupient would purchase all of the Debtor's new, undamaged and untitled 2018 and 2019 model year new vehicle inventory at dealer's net invoice for such vehicles, less any holdback, rebates, floor plan assistance, advertising allowance, dealer prep, curtailment allowances or similar credits paid or payable to the Debtor by Nissan. d) Used Cars: Lupient would purchase selected used vehicles at a mutually agreed upon price. Lupient would not be obligated to buy any of the Debtor's used vehicles, but Lupient retains the right of first refusal on all used vehicles. e) Parts and Accessories: Lupient would purchase all new, unused and undamaged, fully returnable parts and accessories that are currently listed in the parts book catalog, including all superseded parts that are under 12 months of age at the time of the purchase. The price for such parts will be equal to the current invoice price, less all available stock paid or other discounts. All other parts will become the property of Lupient without an additional payment. f) Real Estate Lease: Lupient would assume the current real estate lease and release all current guarantees on said lease. The Debtor is in the midst of discussions with various other potential purchasers for the Assets. In order to facilitate the Sale process and maximize the value of the Assets through an opportunity for competitive bidding, the Debtor, in consultation with Shanahan and its other advisors, has designed the bidding procedures and the asset purchase agreement for use in connection with a Sale. The salient terms of the Bidding Procedures are: a. Bid Deadline: 5:00 p.m. (EST) on April 30, 2019 b. Initial Bid: Any Bidder may submit an Overbid that is greater than $75,000 in cash or Credit Bid. c. Deposit: 15% of the cash component of its bid d. Auction: Subject to Court approval, the Auction will take place at 10:00 a.m. (CDT) on May 21, 2019 at the offices of Jordan & Zito LLC, 55 West Monroe Street, Suite 3600, Chicago, Illinois, or such later time or other place as the Debtor will select. e. Bid Increments: $75,000 f. Sale Hearing: May 22, 2019 at 10:00 a.m. (CDT) g. Closing: TBD h. The Bidding Procedures provide for any secured creditor interested in submitting a credit bid to file a notice of its intent to submit a credit bid and his, her or its credit bid by April 30, 2019. i. Credit Bid Objection Deadline: May 7, 2019 j. The Assets will be sold free and clear of liens, claims and other interests. As part of the Motion, the Debtor asks authority to assume and assign certain agreements and leases to the Successful Bidder or the Backup Bidder to the extent necessary. Through the motion, the Debtor asks the entry of an order approving the Bidding Procedures, and allowing associated preliminary relief in accordance with the Motion. Additionally, it asks that the Court schedules a final hearing to approve the sale of the Assets pursuant to the Motion and the Bidding Procedures. The Debtor asks that the Court enters a final order at the Sale Hearing: (a) authorizing the Debtor to sell the Assets free and clear of all liens, claims and interests on substantially the terms and conditions set forth in a negotiated form of the APA; (b) authorizing the Debtor to pay to Nissan the Minimum Payment Requirement, and (c) authorizing the Debtor to (i) assume any applicable executory contracts and unexpired leases, (ii) assign the Designated Agreements to the successful purchaser, and (iii) pay the amounts, if any, necessary to cure existing defaults or arrearages under the Designated Agreements, all as subject to the assumption and assignment procedures. The Debtor will enter into nondisclosure agreements with prospective purchasers and provide them with access to an electronic data room containing diligence materials on the Assets. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/New_City_Auto_231_Sales.pdf About New City Auto Group New City Auto Group, LLC, based in Schererville, IN, filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 18-21890) on July 16, 2018. In the petition signed by CEO Michael Helmstetter, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. James R. Ahler oversees the case. Gordon E. Gouveia II, Esq., at Fox Rothschild LLP, serves as bankruptcy counsel to the Debtor. OAKLEY GRADING: Trustee Selling Excess Equipment at Auction ----------------------------------------------------------- Theo Mann, the Chapter 11 trustee for Oakley Grading and Pipeline, LLC, asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of excess equipment at public auction by Ritchie Bros. Auctioneers (America) Inc. It is in the best interest of creditors and the estate of the Debtor that said assets be sold at public auction by Ritchie Bros. The proposed auction sale would be in the ordinary course of business of such auctions. Notice of the sale will be given to all parties in interest in the case, and the assets would be appropriately advertised. Ritchie Bros. currently plans to hold the auction commencing at 8:00 a.m. on March 29, 2019 at Ritchie Bros. Auctioneers, 4170 Hwy 154, Newnan, Georgia. The sale and preparation of the asset for sale will be handled by Ritchie Bros. Ritchie Bros.'s fee for conducting and managing the sale of the property will be an 11% commission. The Trustee asks that the Court approves the sale. In order to expedite the auction on March 29, 2019, the Trustee respectfully asks that the Court waives the stay requirement of Rule 6004(h) and that the Order permit the sale to take place on March 29, 2019. The objection deadline is 10:30 a.m. on March 27, 2019. About Oakley Grading and Pipeline Oakley Grading and Pipeline LLC is a privately held grading contractor in Newnan, Georgia. Oakley Grading and Pipeline, through its receiver, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-10743) on April 9, 2018. In the petition signed by Vic Hartman, receiver, the Debtor disclosed $305,729 in total assets and $2.56 million in total liabilities. Kathleen G. Furr, Esq., and Kevin A. Stine, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., serve as the Debtor's counsel. On April 3, 2018, the U.S. Trustee filed a notice appointing Theo D. Mann as Chapter 11 trustee for Debtor. The trustee hired Mann & Wooldridge, P.C., as counsel, and Morris Manning & Martin, LLP, as special counsel. OPENLINK INTERNATIONAL: S&P Affirms 'B-' ICR on Revel, Aspect Deal ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating on OpenLink International Holdings Inc., which is raising $350 million in debt incremental to its existing term loan to fund its acquisitions of Reval and Aspect, two software-as-a-service (SaaS)-based risk management software platforms. The rating agency also affirmed its '3' recovery rating on the company's debt. S&P's 'B-' rating on OpenLink reflects its expectation of pro forma leverage of mid-7x at the end of 2019, its limited operating scale in the fragmented trading and risk management application market, and competitive pressure from larger companies with significant financial resources. This is offset by its improving EBITDA margins from material cost cuts, low customer concentration, and improving recurring revenue base. The stable outlook reflects S&P's expectation that leverage will remain mid-7x at the end of 2019 and that Openlink will achieve most of its cost-reduction targets while maintaining stable revenue, meeting higher debt amortizations starting this year. "We could lower the rating if declines in revenue or failure to deliver forecast cost savings result in negative free cash flow or liquidity concerns, such that we expect Openlink's capital structure would become unsustainable. This could come from an operational failure in OpenLink's recently-launched cloud-enabled solution leading to high customer churn, or an inability to generate consistent contract growth due to steep cost cuts," S&P said. "Although unlikely over the coming year, we could raise the rating if the company fully achieves cost-reduction targets while maintaining stable revenue growth, such that leverage declines and remains below 6x. This could be the result of higher recurring revenue and predictable cash flows from new cloud account signups, converting and upselling additional services to clients in the cloud, and successfully integrating Reval and Aspect," S&P said. ORLANDO, FL: S&P Raises 2008C TDT Revenue Bond Rating to 'BB+' -------------------------------------------------------------- S&P Global Ratings raised its rating to 'A' from 'A-' on the city of Orlando's series 2017A senior tourist development tax (TDT) refunding revenue bonds. At the same time, S&P Global Ratings raised its rating three notches to 'BB+' from 'B+' on the city's series 2008C (third-lien) TDT revenue bonds. The outlook is stable. The ratings reflect the application of S&P's "Priority-Lien Tax Revenue Debt" criteria, published Oct. 22, 2018, which factors in both the strength and stability of pledged revenues and the general creditworthiness of the municipality. "The stable outlook reflects our opinion that pledged revenues will continue to provide adequate coverage of senior-lien debt service, and that pledged revenues will be sufficient to meet target payments going forward, which will allow the subordinate-lien bullet maturity to be further reduced," said S&P Global Ratings credit analyst Kimberly Barrett. "We believe additional stability is provided by Orlando's strong economy, which has contributed to pledged revenue growth, despite the tourism presence." The bonds are secured by net proceeds from the city's share (50%) of the sixth-cent TDT levied on each dollar charged for tourist rentals (a hotel tax) within Orange County. The series 2017A bonds have a senior lien on the pledged revenues, while the series 2017B and 2008C bonds have second and third liens, respectively. S&P does not rate the series 2017B bonds. The indentures require funding of a debt service reserve account (DSRA) and a liquidity reserve account (LRA), each funded at 50% of the least of maximum annual debt service (MADS), 10% of the amount of bond proceeds, or 125% of average annual debt service. Each series of bonds has its own DSRA and LRA; the indenture does not permit cross-collateralization. Section 125.0104 of Florida statutes authorizes county governing boards to levy a TDT; therefore, Orlando does not collect the pledged TDT receipts. Instead, Orange County collects the receipts and--pursuant to an interlocal-agreement--has agreed to deposit the amounts constituting pledged revenue with the trustee monthly until the bonds are defeased or paid in full, or until Nov. 15, 2038. Under the flow of funds, after all required debt service payments and reserve requirements are met, excess funds go to the 2008C target payments for redemption of principal. The 2017A bonds refunded the 2008A (senior) and 2008B (second-lien) TDT revenue bonds, and also amortized a portion of the 2008C (third-lien) 2038 bullet maturity. OWENS & MINOR: Moody's Lowers CFR to 'B2', Outlook Stable --------------------------------------------------------- Moody's Investors Service downgraded Owens & Minor, Inc.'s Corporate Family Rating (CFR) to B2 from B1 and the Probability of Default Rating (PD) to B2-PD from B1-PD. Moody's also downgraded the ratings on the senior secured credit facilities and notes to B2 from B1. This concludes the rating review for downgrade that was initiated on February 21, 2019. Concurrently, Moody's affirmed the SGL-3 Speculative Grade Liquidity Rating, signifying adequate liquidity. The outlook is stable. The downgrade of the CFR reflects weakening operating performance due to pricing and wage pressure, challenges in integrating two large acquisitions, and service issues in its core distribution network. As a result, Owens & Minor has not reduced its leverage as anticipated. The downgrade to B2 reflects Moody's view that adjusted debt to EBITDA will remain above 5.0x over the next 12-24 months. However, the recently-announced dividend reduction will help improve free cash flow, and the recent amendment of the credit facilities will provide the company additional headroom on its financial covenants. Owens & Minor, as of March 2019, has a new CEO with significant distribution industry experience. Further, Moody's anticipates material debt repayment with free cash flow such that adjusted debt to EBITDA will decline below 5.5x within the next 12-18 months. Moody's downgraded the following ratings that were previously on review for downgrade: Owens & Minor, Inc. Corporate Family Rating, downgraded to B2 from B1 Probability of Default Rating, downgraded to B2-PD from B1-PD $275 million senior secured notes due 2021, downgraded to B2 (LGD3) from B1 (LGD3) $275 million Gtd. senior secured notes due 2024, downgraded to B2 (LGD3) from B1 (LGD3) Owens & Minor Medical, Inc. $400 million secured Revolving credit facility expiring 2022, downgraded to B2 (LGD3) from B1 (LGD3) $250 million secured term loan A-1 due 2022, downgraded to B2 (LGD3) from B1 (LGD3) $195.8 million Gtd. secured term Loan A-2 due 2022, downgraded to B2 (LGD3) from B1 (LGD3) $500 million Gtd. secured term Loan B due 2025, downgraded to B2 (LGD3) from B1 (LGD3) The following rating was affirmed: Speculative Grade Liquidity rating at SGL-3 The outlook was changed to stable from rating under review RATINGS RATIONALE Owens & Minor's B2 CFR reflects the company's moderate scale in the medical distribution business. With revenues of roughly $10 billion, Owens & Minor competes against significantly larger companies, such as Cardinal Health, Inc., which is significantly larger and has a more diversified product offering. Further, Owens & Minor has low profit margins, illustrating the challenges it faces due to pricing and margin pressure from both its customers and suppliers. The rating also reflects Owens & Minor's high financial leverage with adjusted debt/EBITDA of 5.9x as of December 31, 2018. The ratings are supported by Moody's view that the company will generate positive free cash flow and will use most of its free cash flow to reduce debt. The Speculative Grade Liquidity Rating of SGL-3 reflects the company's adequate liquidity, including positive free cash flow and access to a $400 million committed revolving credit facility. At December 31, 2018, Owens & Minor had cash of $103 million. The stable outlook reflects Moody's expectation that financial leverage will gradually improve over the next 12 to 18 months as the company works to reduce costs and repays debt. Moody's forecasts adjusted debt/EBITDA will decline below 5.5x over the next 12-18 months. The ratings could be upgraded if the company demonstrates organic revenue growth and margin improvement. Specifically, if adjusted debt/EBITDA is expected to be sustained below 5.0x, Moody's could upgrade the ratings. The ratings could be downgraded if the company experiences further margin pressure, or if cash flow or liquidity weakens. Further, if adjusted debt/EBITDA remains above 5.5x Moody's could downgrade the ratings. Owens & Minor, headquartered in Mechanicsville, VA, is a nationwide provider of distribution and logistics services to the healthcare industry and a European provider of logistics services to pharmaceutical, life-science, and medical-device manufacturers. Owens & Minor also manufactures medical supplies. Revenues are approximately $10 billion. PEDRO LOPEZ MUNOZ: USIC Bid for Stay Pending Appeal Junked ---------------------------------------------------------- Bankruptcy Judge Edward A. Godoy denied United Surety & Indemnity Company's request for stay pending appeal and opposition to Debtor Pedro Lopez Munoz's application of final decree. Fed. R. Bankr. P. 8007 governs motions for stay pending an appeal. Courts consider the traditional four-part standard applicable to preliminary injunctions. The court must consider "(1) whether the applicant has made a strong showing of success on the merits; (2) whether the applicant will be irreparably harmed absent injunctive relief; (3) whether issuance of the stay will injure other parties; and (4) where the public interest lies." As to the first prong, whether USIC has made a strong showing of success on the merits, the court agrees with the position taken by the debtor's counsel at the hearing as to the ample support in the record of the confirmation hearing as the basis of the order confirming the debtor's plan. As to the second prong, USIC has not meet the burden of showing irreparable harm. First, USIC waited over 90 days to file its motion to stay pending appeal which shows that the harm to USIC, if any, is not irreparable. On the contrary, by denying USIC's request, the debtor is able to continue to pay down the secured debt and priority claims and pay general unsecured creditors their pro rata dividend under the terms of the confirmed plan. As to the third prong, the issuance of the stay would injure priority claimants and other general unsecured creditors as plan payment to them would stop and again, those monies would accumulate in the debtor's bank account. And, as to the fourth prong, other than generalities in its motion requesting the stay, USIC has made no showing as to why the issuance of the stay is in the public interest. Finally, an order staying the effectiveness of the confirmation order pending appeal is in the nature of an equitable remedy and is denied also on grounds of laches because USIC waited over 90 days from the date of entry of the order confirming the plan at docket number 576 to when it filed its motion for stay pending appeal at docket number 611, later amended at docket number 616. The Court, therefore, grants the Debtor’s application for final decree. A copy of the Court's Order dated March 20, 2019 is available at: http://bankrupt.com/misc/prb13-08171-11-633.pdf Pedro Lopez-Munoz filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 13-08171) on Oct. 1, 2013. PG&E CORP: Seeks to Hire Jenner & Block as Special Counsel ---------------------------------------------------------- PG&E Corporation and Pacific Gas and Electric Company seek approval from the U.S. Bankruptcy Court for the Northern District of California to hire Jenner & Block LLP as their special corporate defense counsel. Jenner & Block will represent Pacific Gas in connection with the probation and the monitorship resulting from the criminal investigation and convictions relating to the natural gas explosion that occurred in San Bruno, California, on September 9, 2010. The firm will also represent the company and PG&E in various other state and federal regulatory matters. The hourly rates for the attorneys representing the Debtors are: Randall E. Mehrberg Partner $893 Reid J. Schar Partner $982 Ian H. Gershengorn Partner $982 Catherine L. Steege Partner $918 Suedeen G. Kelly Partner $871 Brian Hauck Partner $782 Matthew S. Hellman Partner $761 Matthew L. Haws Partner $761 Brandon D. Fox Partner $761 Max Minzner Partner $740 Matthew E. Price Partner $714 Coral A. Negron Partner $714 Emily M. Loeb Partner $706 Angela M. Allen Partner $701 Samuel Jahangir Associate $506 Andrew P. Walker Associate $506 William A. Williams Associate $459 Jason T. Perkins Associate $459 Amir Shakoorian Tabrizi Associate $400 Randall Mehrberg, Esq., a partner at Jenner & Block, disclosed in court filings that he and his firm neither hold nor represent any interest adverse to the Debtors or their bankruptcy estates, and are disinterested within the meanings of Section 101(14) and 327(e) of the Bankruptcy Code. The firm can be reached at: Randall E. Mehrberg, Esq. Jenner & Block LLP 353 N. Clark Street Chicago, IL 60654-3456 Phone: 312 222-9350 Fax: 312 527-0484 Email: rmehrberg@jenner.com About PG&E Corp. PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. PINE FOREST: Court Denies Approval of Disclosure Statement ---------------------------------------------------------- A hearing on Pine Forest Associates LP's motion to extend time for confirmation, conditionally approve the disclosure statement explaining the Debtor's Chapter 11 plan, and set date for final approval of disclosure statement and confirmation of plan was held on March 28, 2019. For the reasons stated orally by the court on the record, it is ordered that the court denies approval of the disclosure statement filed by the Debtor on February 12, 2019, and denies confirmation of the chapter 11 plan filed by the debtor on that date. The order is entered without prejudice to the debtor's right to file a new plan and a new disclosure statement by the deadline prescribed by 11 U.S.C. Section 1121(e)(2). Pine Forest Associates LP filed for chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 18-15814) on Dec. 31, 2018, and is represented by Brent James, Esq. of Harris Hartmann Law Firm PC. PROSPECT MEDICAL: Moody's Cuts CFR to B3 & Alters Outlook to Neg. ----------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Prospect Medical Holdings, Inc.'s, including its Corporate Family Rating (CFR) to B3 from B2 RUR-Down and its Probability of Default Rating to B3-PD from B2-PD RUR-Down. The rating agency also downgraded Prospect's senior secured first lien term loan rating to B3 from B1 RUR-Down. Moody's changed the outlook, previously on review, to negative. These actions resolve the review for downgrade initiated on February 12, 2019. The downgrade of the CFR to B3 reflects the recent spike in Prospect's financial leverage and the company's adequate liquidity profile. The negative outlook reflects uncertainty relating to both the timing and magnitude of improved operating performance that Prospect will achieve. The downgrade of the senior secured term loan to B3 reflects both Prospect's weakened credit profile and the upsizing of its ABL facility. In the context of the B3 CFR, Moody's views the recovery for senior secured term loan lenders to be average in a default scenario. Pro forma for several of the hospital operator's business initiatives, Moody's views Prospect's adjusted debt to EBITDA as being approximately 7.3 times at December 31, 2018. This leverage calculation reflects Moody's view that Prospect will achieve roughly 75% of the dollar value of its various business initiatives. Without the incremental effect of these initiatives above and beyond what the credit agreement permits, Moody's estimates leverage to be roughly 9.6 times. Since completing a debt-funded sponsor dividend in early-2018, Prospect's leverage has increased significantly. Deleveraging has been challenged by a combination of weak operating performance at certain hospitals acquired in 2016 and at its Medical Group segment, and longer-than-expected delays to receive California Quality Assurance Fee (QAF) reimbursement payments. Management expects to receive its first QAF 5 payment, approximately $83 million, in May 2019. At current leverage levels, QAF payments relating to services performed in 2017-2018 must be used to repay term loan borrowings. As a result, even when QAF payments are received, they will not be a source of ongoing liquidity but will facilitate deleveraging. Prospect exited its first quarter ending December 31, 2018 without any unrestricted cash and $20 million of availability on its ABL facility (unrated), thereby limiting financial flexibility. In response to this, Prospect's sponsor and certain members of management provided the company with a $41 million cash infusion on January 25, 2019. Further, the company increased the size of its ABL facility in March 2019. These actions will leave Prospect with adequate liquidity that will help it manage through its typically volatile cash flow cycle. Ratings downgrades: Prospect Medical Holdings, Inc. Corporate Family Rating to B3, from B2 RUR-Down Probability of Default Rating to B3-PD, from B2-PD RUR-Down Senior secured first lien term loan due 2024 to B3 (LGD 3), from B1 (LGD 3) RUR-Down The rating outlook, previously on review, was changed to negative. RATINGS RATIONALE Prospect's B3 Corporate Family Rating reflects the company's very high financial leverage, shareholder-friendly financial policies, and a history of failing to meet projections. The rating is also constrained by the company's high concentration of revenue and earnings in only a few markets, and significant reliance on Medicaid programs, particularly those in California and Pennsylvania. Moody's believes there is longer-term risk to relying heavily on state Medicaid programs due to state and federal budget constraints. Further, Moody's believes that hospital industry-wide challenges to growth and margin expansion, including weak patient volume trends and increasing cost pressures, will constrain organic earnings and cash flow growth going forward. The B3 is supported by Prospect's good scale with more than $3 billion of net revenue. Prospect also benefits from strong competitive positions in its markets. It typically operates low-cost community hospitals and offers other healthcare services in its markets. As a result, it is able to manage integrated patient care profitably even for patients covered by Medicaid, which typically pays hospitals the lowest rates. The negative outlook reflects Moody's view that Prospect will continue to operate with aggressive financial policies, very high financial leverage, and adequate liquidity over the next 12-18 months. It also reflects uncertainty relating to both the timing and magnitude of improved operating performance that Prospect will achieve. The ratings could be downgraded if the company's cost reduction efforts do not yield significant savings. Weak operating performance or a deterioration of liquidity could also result in a downgrade. The ratings could be upgraded if the company adopts more conservative financial policies. An upgrade could also result if the company sustains debt to EBITDA below 6.0 times. Headquartered in Los Angeles, California, Prospect Medical Holdings, Inc. provides health care services through a network of acute care and behavioral hospitals. Through its Medical Group business unit, the company provides administrative management of health care services to independent physician organizations that cover members through a network of primary care doctors and specialists. Prospect generates revenues of approximately $3.2 billion. The company is owned by certain funds of private equity firm Leonard Green & Partners L.P. and members of the company's management team. RAVENSTAR INVESTMENTS: Taps William D. Cope as Legal Counsel ------------------------------------------------------------ Ravenstar Investments LLC received approval from the U.S. Bankruptcy Court for the District of Nevada to hire The Law Offices of William D. Cope, LLP as its legal counsel. The services to be provided by the firm include the examination and preparation of records and reports required by U.S. bankruptcy law, and the preparation of a motion to dismiss the Debtor's Chapter 11 case. William Cope, Esq., the firm's attorney who will be providing the services, will charge an hourly fee of $450. Paraprofessionals will charge $175 per hour. The retainer fee is $12,500. Mr. Cope disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: William D. Cope, Esq. The Law Offices of William D. Cope, LLP 505 Ridge Street Reno, NV 89501 Phone: (775) 333-0838 Fax: (775) 333-6694 Email: william@copebklaw.com About Ravenstar Investments Ravenstar Investments, LLC, owns fee simple interests in eight properties located in Sun Valley and Reno, Nevada. It posted gross revenue from rental income of $38,960 for 2016 and $45,210 for 2015. Ravenstar Investments sought Chapter 11 protection (Bankr. D. Nev. Case No. 17-50751) on June 15, 2017. It disclosed $2.65 million in assets and $2.59 million in liabilities. Darby Law Practice, Ltd., is the Debtor's bankruptcy counsel. RENT-A-WRECK: Court Affirms Denial of Schwartz Bid for Sanctions ---------------------------------------------------------------- Appellants Rent a Wreck, Inc. and David S. Schwartz (together, "Schwartz") in the case captioned RENT A WRECK, INC. AND DAVID S. SCHWARTZ, Appellants, v. RENT-A-WRECK OF AMERICA, INC., BUNDY AMERICAN, LLC, AND QUARLES & BRADY LLP, et al., Appellees, iv. No. 18-801-RGA (D. Del.) appeal from a Bankruptcy Court Order dated May 17, 2018, which denied Schwartz's motion for sanctions against Debtors Rent-A-Wreck of America, Inc. and Bundy American, LLC and their counsel, Quarles & Brady, LLP. District Judge Richard G. Andrews affirms the Bankruptcy Court's order. Following discovery and a two-day evidentiary hearing, the Bankruptcy Court dismissed the Debtors' Chapter 11 cases for failure to satisfy the good faith filing doctrine, In re Rent-A-Wreck of America, Inc. Based on the dismissal, Schwartz filed the Sanctions Motion seeking an order imposing sanctions against Debtors and Q&B pursuant to Federal Rule of Bankruptcy Procedure 9011. Following another evidentiary hearing, the Bankruptcy Court issued a bench ruling exercising its discretion to deny the Sanctions Motion, finding that the Debtors' Chapter 11 filing was not patently unmeritorious or frivolous or made for improper purposes of delay, harassment, or to increase costs. As Appellees correctly point out, in explaining the basis for its denial of sanctions, the Bankruptcy Court "did more than what Rule 11 requires." "Rule 11(c)(6) [which corresponds to Rule 9011(c)(3)], requires only that a [trial] court explain the basis of its order when the court imposes sanctions, not when it denies sanctions." Having reviewed the issues raised by Schwartz, the Court finds no basis to find that the Bankruptcy Court abused its discretion in denying the Sanctions Motion. The determination of what might satisfy the "somewhat nebulous good faith filing doctrine" is "a fact-intensive, case-by-case inquiry." Financial distress is not a term defined by statute or case law but rather determined by the facts and circumstances of each individual case. As the Bankruptcy Court observed, "[t]his type of standard gives the Court discretion to consider any and all factors the Court deems appropriate," and "it is difficult, therefore, for the parties and counsel to [gauge] how a court will weigh those factors when they are contemplating filing a bankruptcy petition." Here, it was not patently clear that Debtors had "absolutely no chance of success" in meeting the good faith filing requirement. Although Debtors did not prevail, failure to carry the burden of establishing good faith is neither the equivalent of "bad faith" nor is it "clear and convincing evidence" of an improper purpose under Bankruptcy Rule 9011. The order is, therefore, affirmed. A copy of the Court's Memorandum dated Feb. 5, 2019 is available at https://bit.ly/2TLtfGP from Leagle.com. Rent-A-Wreck, Inc. & David Schwartz, Appellants, represented by Scott Thomas Earle , Zarwin Baum DeVito Kaplan Schaer Toddy P.C., Charles E. Remus, II , Gordon & Simmons, LLC, pro hac vice, Jacob I. Weddle , Gordon & Simmons, LLC, pro hac vice & Roger C. Simmons , Gordon & Simmons, LLC, pro hac vice. Rent-A-Wreck of America, Inc., Appellee, represented by Mark Minuti -- mark.minuti@saul.com -- Saul Ewing Arnstein & Lehr LLP, Aaron S. Applebaum -- aaron.applebaum@saul.com -- Saul Ewing LLP, Christopher Combest, pro hac vice & Faye B. Feinstein, Quarles & Brady LLP, pro hac vice. Bundy American, LLC, Appellee, represented by Mark Minuti, Saul Ewing Arnstein & Lehr LLP, Aaron S. Applebaum, Saul Ewing LLP & Faye B. Feinstein, Quarles & Brady LLP, pro hac vice. About Rent-A-Wreck of America Rent-A-Wreck of America, Inc. -- http://www.rentawreck.com/-- is a car rental company headquartered in Laurel, Maryland. Founded in 1968 and franchising since 1973, the Company offers for rent economy cars, full-size luxury sedans, pickup trucks, box trucks, mini-vans, cargo vans, 15-passenger vans, SUVs, and station wagons. It has locations across the United States and internationally in Norway, Sweden and Denmark. Rent-A-Wreck of America, Inc. and affiliate Bundy American, LLC, filed for Chapter 11 bankruptcy protection on July 24, 2017 (Bankr. D. Del. Case No. 17-11592 and 17-11593), each estimating assets and liabilities at between $1 million and $10 million. The petitions were signed by James William Cash, the Debtors' president. Quarles & Brady LLP is the Debtors' counsel. Aaron S. Applebaum, Esq., at Saul Ewing LLP, serves as the Debtors' co-counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Rent-A-Wreck. REPUBLIC METALS: Seeks to Hire Kodner Galleries as Auctioneer ------------------------------------------------------------- Republic Metals Refining Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire an auctioneer nunc pro tunc to Feb. 25. The Debtor proposes to employ Kodner Galleries, Inc. to sell de minimis assets, which are comprised of jewelry pieces, by auction to be held this month. Kodner Galleries will get a 10% commission on the sale of each set of jewelry except the sale of one diamond ring where the auctioneer will collect only a 5% commission fee. In addition, the auctioneer will receive reimbursement for work-related expenses. Russ Kodner, vice president of Kodner Galleries, attests that his firm neither holds nor represents an interest adverse to the Debtor's bankruptcy estate, and is disinterested as that term is defined by Section 101 of the Bankruptcy Code. The firm can be reached at: Russ Kodner Kodner Galleries, Inc. 45 S Federal Hwy Dania Beach, FL 33004 Phone: +1 954-925-2550 About Republic Metals Refining Corp. Founded in 1980, Republic Metals Refining Corporation and its affiliates are refiner of precious metals with a primary focus on gold and silver. They have the capacity to produce approximately 80 million ounces of silver and 350 tons of gold, along with over 55 million pieces of minted products per annum. Suppliers ship unrefined gold and silver to Republic for refining from all over The United States and the Western Hemisphere. They provide their products and services to a diverse base of global mining corporations, financial institutions and jewelry manufacturers. Republic Metals Refining, Republic Metals Corporation and Republic Carbon Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-13359 to 18-13361) on Nov. 2, 2018. In the petition signed by CRO Scott Avila, Republic Metals Refining estimated assets of $1 million to $10 million and liabilities of $100 million to $500 million. The Debtors tapped Akerman LLP as their legal counsel; Paladin Management Group, LLC as financial advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. REVOLAR TECHNOLOGY: Taps Sheridan Ross as Special Counsel --------------------------------------------------------- Revolar Technology, Inc. received approval from the U.S. Bankruptcy Court for the District of Colorado to employ Sheridan Ross PC as its special counsel. The firm will assist the Debtor in pursuing patent infringement claims related to the mobile personal emergency response system (MPERS) it markets and sells. The cost to pursue the infringement claims is estimated to range from $250,000 to more than $1 million to be funded by a company that invests in intellectual property litigation. The likely amount of working capital to be provided by the company is $75,000, according to court papers. Any proceeds received from prosecution of the claims will be distributed first to the funding company in an amount equal to two times the working capital, and then to Sheridan until it receives an amount equal to two times all costs and attorney's fees invoiced. Any remaining proceeds will be distributed 35% to the Debtor, 32.5% to Sheridan, and 32.5% to the funding company. Robert Brunelli, Esq., the attorney who will be providing the services, charges an hourly fee of $545. The hourly rates for the firm's associates range from $200 to $390. Mr. Brunelli assured the court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert R. Brunelli, Esq. Sheridan Ross P.C. 1560 Broadway #1200 Denver, CO 80202 Phone: +1 303-863-9700 About Revolar Technology Inc. Creditors Nicole Bagley, Praful Shah and Julianna Evans Caplan filed an involuntary Chapter 7 petition against Revolar Technology Inc. (Bankr. D. Colo. Case No. 18-17812 ) on September 5, 2018. The case was converted to one under Chapter 11 on October 30, 2018, and was assigned to Judge Michael E. Romero. The Debtor hired Kutner Brinen, P.C. as its bankruptcy counsel. RICHLAND AGRONOMY: Taps Robert Russell, Ahlgren Law as Counsel -------------------------------------------------------------- Richland Agronomy, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Ahlgren Law Office, PLLC and Robert Russell, Attorney at Law to negotiate with its creditors, prepare a bankruptcy plan, review claims of creditors, and provide other legal services in connection with its bankruptcy case. Erik Ahlgren, Esq., the attorney at Ahlgren Law Office who will be providing the services, will charge an hourly fee of $300 while his staff will charge $110 per hour. The other firm will charge an hourly fee of $300. As disclosed in court filings, both firms qualify as a "disinterested person" and do not have an interest materially adverse to the interest of the Debtor's bankruptcy estate, creditors or equity security holders. The firms can be reached at: Erik A. Ahlgren, Esq. Ahlgren Law Office 220 W Washington Ave, Suite 105 Fergus Falls, MN 56537 Phone: 218-998-2775 Email: erikahlgren@charter.net -- and -- Robert Russell, III, Esq. Robert Russell, Attorney at Law 220 W Washington Avenue, P.O. Box 117 Fergus Falls, MN 56538-0117 Phone218-998-6400 Email: rrussell@prtel.com About Richland Agronomy, Inc Richland Agronomy, Inc. filed a voluntary Chapter 11 petition (Bankr. D. Minn. Case No. 19-30548) on February 27, 2019, listing under $1 million in both assets and liabilities. The case has been assigned to Judge Katherine A. Constantine. Erik A. Ahlgren, Esq., at Ahlgren Law Office, and Robert Russell, III, Esq., represent the Debtor as counsel. RMS TITANIC: Taps Agentis as Special Counsel -------------------------------------------- Mark Healy, the official appointed as responsible person for RMS Titanic, Inc., received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Agentis, PLLC as his special counsel. Agentis will represent Mr. Healy in an adversary case (Case No. 18-ap-00064) filed against current and former directors and officers of the Debtor. The firm previously served as special counsel for the equity committee, which was the original plaintiff in the adversary case. On January 25, Mr. Healy was appointed as the substitute plaintiff following the disbandment of the equity committee. The Debtor has agreed to increase the fee to 40% from 35% of the insurance proceeds or other funds recovered from claims against its current and former directors and officers. Agentis will get 20% while its co-special counsel Cimo Mazer Mark, PLLC, will get the other 20%. Robert Charbonneau Esq., a partner at Agentis, disclosed in court filings that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert P. Charbonneau, Esq. Agentis, PLLC 55 Alhambra Plaza, Suite 800 Miami, FL 33134 Email: rpc@agentislaw.com About RMS Titanic Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta, Georgia, is a presenter of museum quality exhibitions throughout the world. Premier -- http://www.PremierExhibitions.com/-- develops and displays unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES. The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions lies in its ability to produce, manage, and market exhibitions. RMS Titanic Inc. and seven of its subsidiaries, including Premier Exhibitions, filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. In the petitions signed by former CFO and COO Michael J. Little, the Debtors estimated both assets and liabilities of $10 million to $50 million. The Chapter 11 cases have been assigned to Judge Paul M. Glenn. Daniel F. Blanks, Esq., and Lee D. Wedekind, III, Esq., at Nelson Mullins Riley & Scarborough LLP, serve as the Debtors' counsel. The Debtors employed Brian A. Wainger, Esq., at Kaleo Legal as special litigation counsel, outside general counsel, securities counsel, and conflicts counsel; Robert W. McFarland, Esq., at McGuireWoods LLP as special litigation counsel; Steven L. Berson, Esq., at Dentons US LLP and Dentons Canada LLP, as outside general counsel and securities counsel; Oscar N. Pinkas, Esq., at Dentons LLP as outside general counsel and securities counsel. The Debtors also employed Ronald L. Glass as chief restructuring officer and GlassRatner Advisory & Capital Group, LLC, as financial advisors. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on August 24, 2016. The creditors' committee hired Storch Amini & Munves PC, and Thames Markey & Heekin, P.A. as its counsel. The U.S. trustee also appointed an official committee of equity security holders on August 24, 2016. The equity committee hired Landau Gottfried & Berger LLP as counsel; Akerman LLP as co-counsel; and Teneo Securities LLC as financial advisor. On January 25, 2019, Mark C. Healy was appointed as responsible person for the Debtors. RMS TITANIC: Taps Cimo Mazer as Co-Special Counsel -------------------------------------------------- Mark Healy, the official appointed as responsible person for RMS Titanic, Inc., received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Cimo Mazer Mark, PLLC. Cimo Mazer will serve as co-special counsel with Agentis, PLLC, the other firm tapped by Mr. Healy in an adversary case (Case No. 18-ap-00064) filed against current and former directors and officers of the Debtor. Under the terms of the employment agreement, the firms will each get 20% of the 40% contingency fee of funds recovered from claims. Cimo Mazer neither holds nor represents any interest adverse to the Debtor's bankruptcy estate, according to corut filings. The firm can be reached through: Jason S. Mazer, Esq. Cimo Mazer Mark, PLLC 100 Southeast 2nd St., Suite 3650 Miami, FL 33131 Tel: (305) 374-6481 / (305) 374-6480 Mobile: (305) 799-9157 Fax: (305) 374-6488 Email: jmazer@cmmlawgroup.com About RMS Titanic Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta, Georgia, is a presenter of museum quality exhibitions throughout the world. Premier -- http://www.PremierExhibitions.com/-- develops and displays unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES. The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions lies in its ability to produce, manage, and market exhibitions. RMS Titanic Inc. and seven of its subsidiaries, including Premier Exhibitions, filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. In the petitions signed by former CFO and COO Michael J. Little, the Debtors estimated both assets and liabilities of $10 million to $50 million. The Chapter 11 cases have been assigned to Judge Paul M. Glenn. Daniel F. Blanks, Esq., and Lee D. Wedekind, III, Esq., at Nelson Mullins Riley & Scarborough LLP, serve as the Debtors' counsel. The Debtors employed Brian A. Wainger, Esq., at Kaleo Legal as special litigation counsel, outside general counsel, securities counsel, and conflicts counsel; Robert W. McFarland, Esq., at McGuireWoods LLP as special litigation counsel; Steven L. Berson, Esq., at Dentons US LLP and Dentons Canada LLP, as outside general counsel and securities counsel; Oscar N. Pinkas, Esq., at Dentons LLP as outside general counsel and securities counsel. The Debtors also employed Ronald L. Glass as chief restructuring officer and GlassRatner Advisory & Capital Group, LLC, as financial advisors. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on August 24, 2016. The creditors' committee hired Storch Amini & Munves PC, and Thames Markey & Heekin, P.A. as its counsel. The U.S. trustee also appointed an official committee of equity security holders on Aug. 24, 2016. The equity committee hired Landau Gottfried & Berger LLP as counsel; Akerman LLP as co-counsel; and Teneo Securities LLC as financial advisor. On January 25, 2019, Mark C. Healy was appointed as responsible person for the Debtors. ROOSEVELT UNIVERSITY: Fitch Cuts Series 2007 Revenue Bonds to 'BB-' ------------------------------------------------------------------- Fitch Ratings has downgraded the rating on approximately $35.4 million outstanding Illinois Finance Authority revenue bonds, series 2007, issued on behalf of Roosevelt University (Roosevelt or RU), to 'BB-' from 'BB'. The Rating Outlook is Stable. SECURITY The series 2007 bonds are an unsecured general obligation of RU. There is also a cash-funded debt service reserve fund (DSRF) equal to maximum annual debt service (MADS). KEY RATING DRIVERS DEFICITS DRIVE DOWNGRADE: Multiple years of negative GAAP operating margins, compounded by significant cash deficits in fiscal 2017 and 2018 (and expected fiscal 2019), drive the downgrade to 'BB-'. Roosevelt's debt leverage remains very high. At this time, the 'BB-' rating is supported by adequate but limited liquidity supported by property sale proceeds, debt restructuring, and modest operating improvement in fiscal 2018 as management implements financial and strategic changes. These factors together provide financial flexibility to meet current financial commitments and support a Stable Outlook. ENROLLMENT PRESSURES: RU is highly reliant on student-generated revenue. Overall full-time equivalent (FTE) enrollment declined 25% since fiscal 2015, although the decline appears to be slowing. Net tuition revenue has also declined annually during the same time. Management continues to right-size RU's expense base while working to stabilize and grow enrollment. HIGH DEBT LEVERAGE: RU still has very high leverage after restructuring its debt in mid-2018. The three private placements, series 2018A, 2018B and 2018C (the 2018 bonds), are not rated by Fitch. The MADS burden became more manageable, but is still a very high 15.8% of fiscal 2018 revenues. Balance sheet ratios remain adequate for the rating category. WEAK DEBT SERVICE COVERAGE: Roosevelt generated only 0.8x current debt service coverage and 0.7x pro forma MADS coverage in fiscal 2018 (both reflecting the restructured debt), an improvement from 0.4x MADS coverage in fiscal 2017 (under the prior debt structure). This does not violate series 2007 bond covenants or the new 2018 bond covenants (they are liquidity based). RU's debt service step-up has moderated but still increases from $13.9 million in fiscal 2020 to $16 million in fiscal 2024. Fitch views the university as having no new debt capacity at the current rating level. RATING SENSITIVITIES OPERATING DEFICITS: Failure of Roosevelt University to steadily improve operating performance and grow net tuition revenue and at least achieve MADS coverage by fiscal 2020 will pressure the rating. MAINTAIN BALANCE SHEET: Failure of RU to maintain adequate balance sheet strength as it implements its financial plan would trigger a rating downgrade. CREDIT PROFILE Founded in 1945, Roosevelt's main campus is located in Chicago's "loop" business district, and includes the historic auditorium building, a 32-floor Wabash "vertical campus" building, and the Goodman Center. In December 2018, RU sold its ownership in the Gage building. The university also owns and operates a 27-acre suburban campus in Schaumburg, IL, a northwest Chicago suburb. In 2017, Roosevelt received a $25 million bequest dedicated strictly for scholarships; income from that gift began benefiting students in fall 2018. Roosevelt students primarily come from the Chicago metro area and are a mix of traditional undergraduates and graduate students. Many students commute to the Chicago or Schaumburg campuses. Admissions in the Chicago metro area are highly competitive. In fall 2018, Roosevelt enrolled 3,598 FTE students, a 0.6% decline from fall 2017. The enrollment loss was much less pronounced than that of prior years, when RU experienced a 5.1% decrease in fall 2017 and 11% decrease in each of fall 2016 and 2015. Overall, FTEs declined 25% between fall 2014 and fall 2018. Management reports that fall 2016 was particularly difficult due to significant delays with State of Illinois MAP grants for low-income students. In fall 2018, about 62% of FTE enrollment was undergraduate students and 38% was graduate, including the PharmD program. RU's 10-year accreditation was reaffirmed in March 2016. Management reports that RU is adjusting its enrollment strategy to focus more on its historical student base: adult, graduate, and transfer populations. The university wants to maintain approximately 400 first-time freshmen matriculants annually (there were 324 in fall 2018 and 360 in fall 2017). CONTINUING OPERATING DEFICITS Roosevelt has generated negative GAAP operating margins for years, including in fiscal 2018 (Aug. 31 year-end). Another sizable GAAP deficit is likely in fiscal 2019, although management reports that projections are better than budget. Until fiscal 2017, RU's GAAP deficits were partially driven by depreciation expense largely from the Wabash vertical campus, and both current debt service and MADS coverage were positive. That changed in fiscal 2017, when RU had a $16.4 million GAAP deficit (-15.8% margin). In fiscal 2018 operations improved slightly due to expense controls, and were a negative $11.7 million GAAP deficit (-11.5% margin). Management continues to right-size its faculty and staff to fit current enrollment - the process is expected to continue for several more years. Management attributes the fiscal 2017 operating losses to fall 2016 undergraduate enrollment being below budget. The enrollment decline was in part due to delayed Illinois MAP grants for low-income students. Fiscal 2018 results, a year that did not have MAP grant issues, did not recover to prior enrollment levels. The university continues to make expense reductions including retirement incentives, staff reductions, and overall cost containment efforts. The university has been reviewing its real estate portfolio. In December 2018 (fiscal 2019), RU sold its interest in the Gage building. In fiscal 2017, RU received $20 million for its share of the sale of the privatized University Center of Chicago (UCC) housing project. These one-time cash infusions have supported balance sheet resources, providing additional time to right-size operations. The university's endowment draw policy was affirmed in 2017 at 5% of a three-year market average. After receipt of a $25 million bequest for scholarships, the draw was reduced to 4.5%, with an expected neutral budget effect. Due to RU's significant cash deficits, Fitch views the actual draw effect as larger and not sustainable long-term. In fiscal 2016, the Board-approved a one-time $3 million additional distribution, resulting in an effective 8.7% draw. RU reports no additional extraordinary draws since then. Management expected negative fiscal 2017 results due to enrollment losses in fall 2016 and a second year of net tuition revenue declines. However, the fiscal 2017 deficit was larger than expected. For fiscal 2018, management expected more stable net tuition revenue, and another operating deficit as expense initiatives are scheduled to take effect over several years. Fiscal 2018 results were slightly better, but did not achieve financial plan targets (budget targets have changed over time). RU projects a balanced cash budget by fiscal 2022, through a combination of expense reductions, restructured debt service, modest enrollment growth, and new program development. Financial assumptions show enrollment growth of 3%-4% annually through fiscal 2022, which may be aggressive given recent trends. Operations rely heavily on net student revenues, about 84% in fiscal 2018. Tuition increased approximately 3% in fiscal 2018, following 3.6% in fiscal 2017 and 1.5% in fiscal 2016. A 3% increase went into effect for most programs for the current fiscal 2019, and a 3.5% increase has been approved for fiscal 2020. Management expects tuition increases will vary by program. HIGH DEBT LEVERAGE Available funds (AF), defined by Fitch as cash and investments not permanently restricted, totaled $93.8 million at Aug. 31, 2018, down from $110 million at FYE 2017. AF excludes a restricted $25 million bequest for scholarships. AF at FYE 2018 equaled 82% of operating expenses and a narrower 37% of pro forma debt (about $254 million, reflecting the series 2018 bond restructuring). Pro forma debt includes a $25 million, non-cancelable 10-year operating lease with the owners of the former UCC. Balance sheet metrics are adequate for the rating category, and provide Roosevelt some financial cushion as it implements financial and strategic plans. However, there are significant risks that if RU fails to realize significant annual operating improvements and enrollment gains, the university could not achieve at least MADS coverage by fiscal 2022. The high debt leverage, even after the 2018 bond restructuring, remains an ongoing credit concern. Annual debt service is interest only until 2024, when it increases from $13.9 million to $16 million. The restructuring extended principal amortization an additional 15 years to 2058. RU's fiscal 2018 pro forma MADS burden remains very high at 15.8%. The university has no new debt plans, and Fitch considers the university as having no new debt capacity at the current rating level. The series 2007 bonds are unsecured obligations of RU with no material bond security covenants. The $195.3 million privately placed 2018 bonds have a DSRF, and contain liquidity covenants that increase over time. RU management states that the 2018 bonds have mortgage liens on all of RU's property, principally the Wabash tower, the Auditorium Theatre Building, and the Goodman Center. At this time, RU is in compliance with the 2018 bond liquidity covenants. Management reports that failure to meet 2018 bond liquidity covenants is not an event of default, acceleration is not allowed in the 2018 bond documents, and that the unsecured 2007 bondholders benefit indirectly from the new covenants. SPN INVESTMENTS: Seeks to Hire Jeffrey S. Shinbrot as Counsel -------------------------------------------------------------- SPN Investments Inc. seeks authority from the U.S. Bankruptcy Court for the Central District of California to hire Jeffrey S. Shinbrot, APLC as its legal counsel. The services required include legal advice with respect to the powers, duties, rights and obligations of the Debtor, and the formulation and preparation of its Chapter 11 plan of reorganization and disclosure statement. The firm's hourly rates are: Jeffrey S. Shinbrot, Esq. $625 Paralegals $175 The firm received pre-bankruptcy retainers (inclusive of filing fees) in the total amount of $26,717. Jeffrey Shinbrot, Esq., assures the court that his firm is a "disinterested person" as defined by Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey S. Shinbrot, Esq. Jeffrey S. Shinbrot, APLC 15260 Ventura Blvd., Suite 1200 Sherman Oaks, CA 91403 Phone: (310) 659-5444 Fax: (310) 878-8304 Email: jeffrey@shinbrotfirm.com About SPN Investments Inc. SPN Investments Inc. dba eInflatables is a manufacturer of sporting and athletic goods, including sports and fitness equipment. eInflatables offers a selection of inflatable play structures, including water slides, dry slides, wet & dry Slides, combo units, obstacle courses, inflatable games, bouncers and more. SPN Investments Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No: 19-10893) on March 12, 2019. In the petition signed by Valentina Troshchiy, chief executive officer, the Debtor estimates $50,000 in assets and $1 million to $10 million in liabilities. Jeffrey S. Shinbrot, Esq., at Jeffrey S. Shinbrot, APLC, represents the Debtor as counsel. The case has been assigned to Judge Erithe A. Smith. STEWART DUDLEY: Ct. Sustains BRC, J. Lee Exemptions Objections -------------------------------------------------------------- Bankruptcy Judge Tamara O. Mitchell issued an order sustaining the objections of Buffalo Rock Company and James C. Lee, III to Debtor Stewart R. Dudley's claims of exemptions over certain life insurance policies. Buffalo Rock filed its Exemption Objection in this case whereby Buffalo Rock, among other things, objected to the Debtor's attempted exemption of the Policies based on the allegations that the Policies were not part of the Debtor's bankruptcy estate under 11 U.S.C. section 541(a), and the Policies were placed in an express trust for the benefit of Buffalo Rock. In response, the Debtor filed his Objection to Buffalo Rock's Motion for Relief from the Automatic Stay on Dec. 16, 2016 in which the Debtor alleged that the Arbitration Awards were not final decisions because they were the subject of a Rule 59 motion to reconsider, and because Dudley had entered into a settlement with the Internal Revenue Service, which included mention of one of the Policies. An initial hearing was held on or about Dec. 3, 2018 regarding the status of the Outstanding Policies, at the conclusion of which, this Court ordered Buffalo Rock to file a supplement to its Exemption Objection on or before Dec. 17, 2018; ordered the Debtor to file any response on or before Jan. 7, 2019; and ordered that any reply from Buffalo Rock was due on or before Jan. 23, 2019. On Dec. 17, 2018, Buffalo Rock filed its Supplemental Objection arguing, among other things, that the doctrine of res judicata barred the Debtor’s claims to the Outstanding Policies, and the Debtor’s tax settlement did nothing to overcome that doctrine. Under res judicata, also known as claim preclusion, a final judgment on the merits bars the parties to a prior action from re-litigating a cause of action that was or could have been raised in that action. Res judicata may be properly applied only if certain prerequisites are met. In the Eleventh Circuit, a party seeking to invoke the doctrine must establish its propriety by satisfying four initial elements: (1) the prior decision must have been rendered by a court of competent jurisdiction; (2) there must have been a final judgment on the merits; (3) both cases must involve the same parties or their privies; and (4) both cases must involve the same causes of action. The Eleventh Circuit has held that an arbitration decision can have res judicata effect as to all matters embraced in the controversy submitted to the arbitrator, just as a judgment by a court can have res judicata effect. Based on the foregoing, and no factual dispute was presented to the Court, there is no question that the Arbitration involved Buffalo Rock and the Debtor, that the Arbitrator reached a final decision on the merits following a two week evidentiary hearing, and that the issue of an express trust covering the Outstanding Policies was decided by the Arbitrator in favor of Buffalo Rock. There also has been no argument or dispute raised by the Debtor that the Arbitration was not a court of competent jurisdiction. Therefore, because arbitrations are given full faith and credit when analyzing their res judicata effect, the Arbitration Awards prevent the relitigation of the issues surrounding the Outstanding Policies. All of the elements of res judicata have been met, the issue of an express trust covering the Policies in favor of Buffalo Rock has been fully decided by the Arbitrator and the state court lawsuits, and the Debtor is prohibited from claiming them as exempt in his chapter 11 bankruptcy. The fact that the Debtor has filed a post-judgment motion, has the ability to file a post-judgment motion, has filed a notice of appeal, or still has the ability to file a notice of appeal, has no relevance to the res judicata effect of the Arbitration Awards. The Arbitration Awards and the Circuit Court Judgments are final and fully resolve any dispute as to Buffalo Rock's or the Debtor's interest in the Policies. Therefore, the Debtor’s attempts to exempt the Outstanding Policies are due to be disallowed based on prior rulings that found the Outstanding Policies are not the Debtor's property and thus also not part of this bankruptcy estate. A copy of the Court's Order dated March 19, 2019 is available at: http://bankrupt.com/misc/alnb16-01842-11-1032.pdf About Stewart Ray Dudley Stewart Ray Dudley filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 16-01842) on May 5, 2016, and is represented by R. Scott Williams, Esq. from Rumberger, Kirk & Caldwell, P.C. In January 2017, Buffalo Rock Company and James C. Lee, III, creditors of Stewart Ray Dudley, filed a motion for order directing the appointment of Peter W. Colmer as Chapter 11 Trustee for the Debtor's bankruptcy estate. They claimed that continuously acting against the best interest of his estate, the Debtor caused numerous assets to be transferred to Magnify Industries, LLC, including an automobile collection previously valued at over $5,500,000; 100% of his interest of an updated warehouse and event space commonly referred to as Old Car Heaven previously valued at over $1,534,000; and 17 beach front condominiums. Buffalo Rock is represented by Burr & Forman LLP. James C. Lee, III, is represented by Bradley Arant Boult Cummings LLP. The Court appointed Jeffery J. Hartley as Chapter 11 Trustee on Feb. 24, 2017. The Trustee is represented by Ogden S. Deaton, Esq., at Graham & Co., in Birmingham, Alabama. SYNERGY PHARMACEUTICALS: Wins Nod to Appoint Independent Director ----------------------------------------------------------------- Synergy Pharmaceuticals Inc. received approval from the U.S. Bankruptcy Court for the Southern District of New York to appoint Joseph Farnan Jr., Esq., of Farnan LLP, to its board of directors as an independent director. Mr. Farnan will investigate potential claims that the company and its affiliate Synergy Advanced Pharmaceuticals, Inc. may hold against their directors and officers to determine whether the release of such claims under their Chapter 11 reorganization plan is reasonable. Some of the Debtors' directors and officers are defendants in shareholder derivative actions filed prior to the petition date. The defendants face allegations that they breached their fiduciary duties. The Debtors, however, consider the claims meritless and believe that prosecution of those claims would result only in incurrence of legal fees and expenses. Mr. Farnan does not hold any interest adverse to the Debtor, according to court filings. Mr. Farnan maintains an office at: Joseph J. Farnan Jr., Esq. Farnan, LLP 919 North Market Street, 12th Floor Wilmington, DE 19801 Phone: 302-777-0321 Fax: 302-777-0301 Email: farnan@farnanlaw.com About Synergy Pharmaceuticals Synergy (NASDAQ: SGYP) -- http://www.synergypharma.com/-- is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies. The company has pioneered discovery, research and development efforts around analogs of uroguanylin, a naturally occurring human GI peptide, for the treatment of GI diseases and disorders. Synergy's proprietary GI platform includes one commercial product TRULANCE(R) (plecanatide) and a second product candidate - dolcanatide. Synergy Pharmaceuticals Inc. (Lead Case) and its subsidiary Synergy Advanced Pharmaceuticals, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 18-14010) on Dec. 12, 2018. In the petitions signed by Gary G. Gemignani, executive vice president and chief financial officer, the Debtors posted total assets of $83,039,825 and total liabilities of $179,282,378 as of Sept. 30, 2018. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as bankruptcy counsel; Sheppard, Mullin, Richter & Hampton LLP as special counsel; FTI Consulting, Inc. as financial advisor; Centerview Partners Holdings LP as investment banker; and Prime Clerk LLC, as notice and claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Jan. 29, 2019. The committee tapped Latham & Watkins LLP as its counsel, Alvarez & Marsal North America, LLC as its restructuring advisor, and Jefferies LLC as its investment banker. T LOFT: Plamondons Buying Property for $600K -------------------------------------------- T Loft, LLC, asks the U.S. Bankruptcy Court for the District of Kansas to authorize the bidding procedures in connection with the private sale of property, consisting of equipment, inventory and other items, to Robert W. and Stacy L. Plamondon for $600,000, subject to overbid. The Debtor operates restaurants with three locations in the Kansas City Metropolitan area. Its assets consist of the Property. After exploring its alternatives, the Debtor has determined in its business judgment that the sale of its Property is the best method for satisfying its lenders and generating the highest value for its assets when considering the time constraints imposed by the Debtor's creditors and the Bankruptcy Code. Accordingly, its asks the Court's approval authorizing it (i) to sell the Property free and clear of all liens, interests and encumbrances by private sale; (ii) approve the Bidding Procedures and Sale Agreement; and (iii) set the date on which the hearing and the auction will be conducted. The Debtor has negotiated a sale of the Property to the Buyers for $600,000. It believes the price offered by the Buyers is reasonable and the terms of the offer are fair and appropriate given the constraints imposed by its creditors. Pursuant to the Sale Agreement, the Buyers have agreed to purchase from the Debtor, and the Debtor has agreed to sell to them, the Debtor's interest in the Property for a purchase price of $600,000, with a $10,000 earnest deposit and the balance of $590,000 payable in full and in cash at closing. Should parties other than Buyer desire to submit competing offers to purchase the Debtor's interest in the Property, those offers will be subject to these Bidding Procedures: a. Pending approval of this Motion, an Auction will be conducted at the Court, at a date to be determined by the Court. b. In order to participate in the Auction, a competing bidder must: i. present to the Debtor's attorney at least five days prior to the Auction Date with appropriate evidence of its financial ability to consummate a contract should such party be the successful bidder at the Auction; ii. Execute at least five days prior to the Auction Date a contract substantially similar to the Sale Agreement, providing that the determination of what constitutes the highest and best offer will be in the Seller's sole discretion, subject to the approval of the Bankruptcy Court; iii. at least five days prior to the Auction Date pay an earnest money deposit of $10,000 to the Debtor's counsel trust account. c. Any purchase offer must be submitted in an initial amount not less than $600,000. d. Any competing bid will be on terms which are no more burdensome or conditional to the Debtor or less burdensome or conditional to the bidder than are the terms of the Sale Agreement. e. The Debtor may accept one or more back-up offers at the conclusion of the Auction. The Debtor believes the sale is in the best interests of the Chapter 11 estate and its creditors, is proposed in good faith and is fully justified. The Debtor will notify potential bidders by communicating the Auction Date to the secured creditors of the proposed sale, and other parties who have expressed an interest in the Property during the Debtor's ownership of the Property. The alleged secured creditor is Great American Bank. The Debtor engaged American Business Masters and Investments, Inc. in 2018 for the sale of the business. The creditors of the Debtor will receive greater value through an orderly sale in Chapter 11 than they would receive if relief from stay is granted. The Debtor therefore asks that it be authorized to complete and to conduct the sale of the Property. Pursuant to 11 U.S.C. Section 363(f), the Debtor asks authority to sell and transfer its assets to the purchasers free and clear of all liens. Any such liens will attach to the proceeds of the sale of the assets, subject to any rights and defenses of the Debtor and other parties in interest with respect thereto. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/t_Loft_5_Sales.pdf The Buyers: Robert W. and Stacy L. Plamondon 18245 W. 94th St. Lenexa, KS Telephone: (913) 219-8738 Counsel for the Debtor: Colin N. Gotham, Esq. EVANS & MULLINIX, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Telephone: (913) 962-8700 Facsimile: (913) 962-8701 About T Loft T Loft, LLC, operates restaurants with three locations in Kansas City. T Loft, LLC, sought Chapter 11 protection (Bankr. D. Kan. Case No. 19-20388) on March 1, 2019. EVANS & MULLINIX, P.A., is the Debtor's counsel. T. LOFT LLC: Seeks to Hire Schmidt Associates as Accountant ----------------------------------------------------------- T. Loft, LLC seeks authority from the U.S. Bankruptcy Court for the District of Kansas to hire Schmidt Associates as its accountant. Schmidt Associates will prepare the Debtor's tax returns, monthly operating reports and other financial statements. The firm has agreed to prepare the Debtor's tax returns and financial statements at a weekly rate of $500, plus payroll preparation costs, which average from $180 to $200 every pay period. Brian Schmidt, shareholder of Schmidt Associates, attests that he and his firm are disinterested as defined in Section 101(14) and do not represent interest adverse to the Debtor or its bankruptcy estate. The firm can be reached at: Brian Schmidt Schmidt Associates 1105 Industrial Drive Carthage, MO 64836 Phone: (417) 358-6090 About t. Loft LLC T. Loft LLC -- http://www.tloft.net-- operates health cafes offering fresh, all natural food and beverages. T. Loft filed a voluntary Chapter 11 petition (Bankr. D. Kan. Case No. 19-20388) on March 1, 2019. In the petition signed by Jill Minton, member, the Debtor estimated $379,750 in total assets and $1,143,341 in total liabilities. Colin N. Gotham, Esq., at Evans & Mullinix, P.A., represents the Debtor as counsel. THOMAS APPLIANCE: Drudi Buying All Assets of an Affiliate for $200K ------------------------------------------------------------------- Thomas Appliance Co. asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize the sale of all of the assets associated with Thomas Appliance, Inc., including its inventory and real property, to Jerome A. Drudi for $200,000. The Debtor's primary asset both at the time of filing and now is the personal and real property associated with Thomas Appliance, Inc. Thomas Appliance is in the retail appliance business. At the time of filing, the primary secured creditor of the Debtor was Bank of America. The Debtor has been informed that the obligation has been transferred to INXS VIII, LLC. The Debtor has located the Purchaser to buy all of the assets associated with Thomas Appliance, including its inventory and real property, for $200,000. A signed agreement was executed, which the Debtor acknowledges was entered into some months, but the Debtor and the Purchaser have indicated that they will amend the agreement to the extent necessary to address any concerns or requirements of the Court. The Debtor acknowledges that based on the information provided by the mortgage holder that the offered appears to not to be sufficient to satisfy all liens. Pursuant to Rule 6004, the Motion is being on all parties who hold or may hold interests in the property. The commissions and standard closing costs will be deducted at closing, and the sale will be free and clear of all liens and encumbrances. Any and all closing remaining funds will be placed into an escrow account with the title company to be disbursed with consistent with any future order of the Court. The Debtor has requested consent to the relief sought in the Motion from the counsel for creditor but the same has been denied. The Debtor asks that the Court enters its proposed order. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Thomas_Appliance_207_Sales.pdf About Thomas Appliance Co. Thomas Appliance Co. sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 11-33010) on June 21, 2011. In the petition signed by Donald Thomas, president, the Debtor estimated assets in the range of $0 to $50,000, and $500,000 to $1 million in debt. The Debtor tapped Peter T. Mooney at Simen, Figura & Parker, PLC, as counsel. On March 6, 2012, the Court confirmed the Debtor's plan and disclosure statement. THURSTON MANUFACTURING: Taps Equity Advisors as Financial Advisor ----------------------------------------------------------------- Thurston Manufacturing Company seeks authority from the U.S. Bankruptcy Court for the District of Nebraska to employ Equity Advisors, Inc. as its financial advisor and marketing agent. The services to be provided by Equity Advisors include: (a) assisting the Debtor in marketing its assets for sale; (b) introducing the Debtor to potential buyers; (c) assisting the Debtor in evaluating indications of interest and proposals regarding any transactions from lenders, equity investors, acquirers, creditors and strategic partners; (d) assisting the Debtor in negotiations; and (e) providing expert advice and testimony regarding financial matters related to the transaction. Equity Advisors will receive a success fee of 4% of the "transaction price" at the time of closing. Timothy Meyers, owner of Equity Advisors, assured the court that his 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 estate. The firm can be reached at: Timothy R. Meyers Equity Advisors Inc. 5 Middlebury Road Burlington, IL 60010 Phone: (312) 953-5618 Email: tim.equityadvisors@gmail.com About Thurston Manufacturing Company Thurston Manufacturing Co., a company based in Thurston, Nebraska, filed a Chapter 11 petition (Bankr. D. Neb. Case No. 19-80108) on Jan. 23, 2019. In the petition signed by CEO Ryan J. Jensen, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Shon Hastings oversees the case. Elizabeth M. Lally, Esq., at Goosman Law Firm PLC, serves as bankruptcy counsel. TRIPLE J TOWING: Seeks to Hire Gordon Law Firm as Legal Counsel --------------------------------------------------------------- Triple J Towing & Tractor Repair, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire The Gordon Law Firm, PC as its legal counsel. The firm will advise the Debtor of its duties under the Bankruptcy Code; assist the Debtor in the preparation of a bankruptcy plan; and provide other legal services in connection with its Chapter 11 case. Sims Gordon Jr., Esq., the attorney who will be handling the case, will charge an hourly fee of $375. The firm's legal assistants and other staff will charge $135 per hour. Mr. Gordon disclosed in a court filing that he and his firm do not have connections to the Debtor, creditors and other "parties-in-interest." The firm can be reached through: Sims W. Gordon, Jr., Esq. The Gordon Law Firm, PC 400 Galleria Parkway, SE, Suite 1500 Atlanta, GA 30339 Phone: (770) 955-5000 Email: Law@GordonLawPC.com About Triple J Towing & Tractor Repair Triple J Towing & Tractor Repair, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-53972) on March 11, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. UCOAT IT: Seeks to Hire Wagner & Hough as Accountant ---------------------------------------------------- UCoat It America, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire an accountant. The Debtor proposes to employ Wagner & Hough, PLLC to provide accounting services necessary to administer its bankruptcy estate. Kevin Wagner, the firm's accountant who will be providing the services, charges an hourly fee of $125. Mr. Wagner disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Wagner & Hough can be reached through: Kevin D. Wagner Wagner & Hough, PLLC 8302 Cooley Lake Road Commerce Township, MI 48382 Phone: (248) 363-5033 About UCoat It America UCoat It America, LLC is a privately-owned company based in Royal Oak, Michigan. It was founded in 1999 with the primary goal of providing a true, commercial-grade epoxy floor coating system that was widely available to the do-it-yourself customer. UCoat It America filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-40388) on Jan. 11, 2019, listing under $1 million in assets and liabilities. The case is assigned to Judge Maria L. Oxholm. Donald C. Darnell, Esq., at Darnell, PLLC, is the Debtor's bankruptcy counsel. ULTIMATE SOFTWARE: Moody's Assigns B3 CFR, Outlook Positive ----------------------------------------------------------- Moody's Investors Service assigned to The Ultimate Software Group, Inc. a B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating, and B2 ratings to the company's proposed first lien credit facilities comprising a $275 million revolving credit facility and $2.3 billion of term loans. The ratings outlook is positive. The proceeds from the first lien term loans, $900 million of second lien term loans (unrated), and approximately $8.1 billion of equity will be used to finance the acquisition of Ultimate by an investor group led by Hellman & Friedman for about $11 billion. RATINGS RATIONALE The B3 rating reflects Ultimate's very high financial risk profile, including very high initial financial leverage of around 9x (including change in deferred revenues and Moody's standard analytical adjustments), modestly positive free cash flow over the next 12 to 18 months and adequate liquidity. Ultimate has a solid track record of organic growth and Moody's expects revenues to grow in the high teen percentages over the next 2 to 3 years. The high retention rates of the company's subscription-based revenues provide good visibility into cash flows. Notwithstanding these credit strengths, Ultimate's high debt burden will limit its financial flexibility, especially relative to its key competitors and amid large growth opportunities in an evolving market. Moody's expects Ultimate's total debt to EBITDA (including change in deferred revenue and Moody's standard analytical adjustments) to decline to below 7x and free cash flow to increase to the low single digit percentages of adjusted debt in 2020, on a path toward the mid-single digit percentages by 2021. The prospective deleveraging will be driven by organic growth and EBITDA margin improvement from a growing mix of higher-margin subscription revenues and does not rely on cost reductions. Moody's believes that Ultimate's focus on its organizational culture differentiates the company and has contributed to its strong operating performance. But as a privately held company and with sizeable debt burden, the company will need to demonstrate the ability to sustain high growth rates while balancing the goals of financial sponsors and its employee-centric culture. Moody's notes that available windows to exercise equity awards under Ultimate's new equity incentive plans could consume a good portion of its free cash flow beginning in 2022. The B3 rating is supported by Ultimate's well-regarded Human Capital Management (HCM) and Payroll applications, revenue retention rates in the mid 90% range, and modest customer revenue concentration. The positive outlook reflects Moody's expectation that Ultimate's total debt to EBITDA (including change in deferred revenues and Moody's standard analytical adjustments) will steadily decline to below 7x and free cash flow will increase to the low single digit percentages of adjusted debt in 2020. Moody's could upgrade Ultimate's ratings if the company generates organic revenue growth rates in the high teens percentages, free cash flow increases to the low single digit percentages of total adjusted debt, and it maintains good liquidity. Conversely, Moody's could downgrade the ratings if revenue growth weakens materially, liquidity weakens and total debt to EBITDA (including change in deferred revenue and Moody's standard analytical adjustments) is expected to remain above 8x. Assignments: Issuer: Ultimate Software Group, Inc. (The) Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Gtd Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Gtd Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: Ultimate Software Group, Inc. (The) Outlook, Assigned Positive UNIFI INC: Egan-Jones Lowers Senior Unsec. Debt Ratings to BB+ -------------------------------------------------------------- Egan-Jones Ratings Company, on March 19, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Unifi, Inc. to BB+ from BBB-. Unifi, Inc. was founded in 1969 and is headquartered in Greensboro, North Carolina. The company sells its products through sales force and independent sales agents under the REPREVE and PROFIBER brands. UPLIFT RX: Cimo Gets Green Light to Provide Additional Services --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas authorized Cimo Mazer Mark, PLLC to provide additional services to Uplift RX, LLC's Chapter 11 trustee. The firm will represent the trustee in adversary proceedings as conflicts counsel to avoid and recover fraudulent and preferential transfers, and will assist in evaluating and pursuing potential claims against the Debtor's insiders and pre-bankruptcy auditors, accountants and attorneys. Cimo Mazer will be paid on an hourly fee basis rather than a contingent fee basis. The firm's hourly rates are: David Cimo $700 Marilee Mark $550 Jason Mazer $700 David Cimo, Esq., shareholder and founding partner of Cimo Mazer, attests that his firm is not a creditor of the Debtor and holds no interest adverse to the Debtor's bankruptcy estate with respect to the potential claims. Cimo Mazer can be reached at: David C. Cimo, Esq. Cimo Mazer Mark, PLLC 100 SE 2nd St. Suite 3650 Miami, FL 33131-2100 Tel: (305) 374-6482 About Uplift RX, LLC Uplift Rx, LLC is a Texas Limited Liability Company formed in June 2016. It operates pharmacy located in Houston, Texas. Uplift Rx, along with other affiliated entities together make up the Alliance Healthcare family, a group of privately held companies headquartered in South Jordan, Utah. The Alliance network consists of 20 pharmacies across the country, including three pharmacies in Texas. Since 2006, the Alliance Healthcare companies have been working to improve the well-being of those with chronic health conditions such as diabetes. Uplift Rx, LLC and its debtor affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-32186) on April 7 and 8, 2017. The petitions were signed by Jeffrey C. Smith, chief executive officer. At the time of the filing, the Debtors estimated assets of less than $1 million and liabilities of $50 million to $100 million. The cases are assigned to Judge Marvin Isgur. The Debtors tapped Baker & Hostetler LLP as their legal counsel. On May 3, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Fox Rothschild LLP as its legal counsel. Following the appointment of Ronald L. Glass, as the Chapter 11 Trustee, BakerHostetler LLP was retained as the trustee's attorney. The trustee tapped GlassRatner Advisory & Capital Group LLC as his financial advisor. VAN'S LAUNDROMATS: Seeks to Hire AST Financial as Accountant ------------------------------------------------------------ Van's Laundromats, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire an accountant. The Debtor proposes to employ AST Financial to assist in the preparation and filing of its operating reports and to provide other accounting services necessary to administer its bankruptcy estate. Hank Wang, the firm's accountant who will be providing the services, will charge the Debtor $100 to $125 monthly. Mr. Wang disclosed in a court filing that he does not hold any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Hank Wang AST Financial 1000 Germantown Pike, Suite F6 Plymouth Meeting, PA 19462 About Van's Laundromats Van's Laundromats Inc. is a Pennsylvania Corporation that operates laundromats in the City of Philadelphia. Van's Laundromats sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-15955) on Sept. 9, 2018. In the petition signed by Mao Khai Van, president, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000 as of the bankruptcy filing. Judge Magdeline D. Coleman oversees the case. The Debtor tapped Demetrius J. Parrish, Jr., and Henry A. Jefferson, in Philadelphia, as its attorneys. VINERY WORLD: K Mannetta Buying Islip Property for $455K -------------------------------------------------------- Vinery World, LLC, asks the U.S. Bankruptcy Court for the Eastern District of New York to authorize the Agreement of Sale dated March 1, 2019 with K Mannetta, LLC in connection with the sale of the real property located at, and known as, 478 Main Street, Islip, New York, designated section 370.00, block 04.00, lot 003.000, free and clear of all monetary liens, claims and encumbrances for $455,000. On Feb. 25, 2019, the Debtor filed an application to approve the retention of the Broker as its real estate broker to market and sell the Real Property. As set forth in the Broker Application, the Broker has agreed to accept commissions in the amount of 4% of the gross sales price, inclusive of expenses. The broker Application is pending before the Court. The principal of the Debtor is Richard N. Phelan, Jr. The Debtor was formed in January 2017 as a New York State limited liability company. The main asset of the Debtor is the Real Property. The Real Property has been in Phelan's family since 1922. The Real Property presently consists of vacant ground floor previously occupied by a liquor store and a second floor residential unit that is tenant occupied. By deed dated Feb. 1, 2017, and recorded on Feb. 21, 2017, Phelan, as administrator of the estate of his deceased mother, transferred the Real Property to the Debtor for the sum of $300,000. By written instrument dated Feb. 1, 2017, and recorded on Feb. 21, 2017, the Debtor granted a mortgage lien secured against the Real Property in favor of Solo Team, LLC in the amount of $150,000. On Sept. 7, 2017, the Lender commenced a foreclosure action pending in the Supreme Court of the State of New York, County of Suffolk, and captioned as, Solo Team LLC v. Vinery World LLC et. al., and assigned Index No. 617259/2017. On Sept. 17, 2018, the Lender obtained a Judgment of Foreclosure and Sale in the Foreclosure Action. According to the Judgment of Foreclosure, the Lender was owed the sum of $204,183, as of July 31, 2018, plus advances and costs. A foreclosure sale of the Real Property was scheduled to be held on Feb. 11, 2019 but was ultimately stayed by virtue of the Debtor's bankruptcy filing. After conducting its due diligence, the Purchaser offered to pay the Purchase Price to acquire the Real Property. The Debtor has been advised by the Broker that, after a period of marketing which included inspections of the Real Property by several interested parties, the Purchaser made the highest and best offer for the Real Property. Noteworthy is that the Purchase Price is sufficient to satisfy the Lender, pay the Debtor’s creditors in full with a surplus to equity. The Sale Agreement sets forth the terms and conditions under which the Purchaser will acquire the Real Property. All parties are urged to review the Sale Agreement for its precise terms. In pertinent part, the Sale Agreement provides for a purchase price of $455,000 and is not contingent or conditioned upon the Purchaser obtaining a mortgage of financing. The down payment of $45,500 has already been received by the Debtor's counsel and is being held in LH&M's escrow account pending the Bankruptcy Court's approval of the Sale in the matter. The Purchaser is obligated to tender the balance of the Purchase Price at the closing on the Real Property. Further, all applicable real property transfer taxes incurred by the transfer of the Real Property will be paid at closing by the Purchaser. Moreover, the Purchaser will be responsible for the completion of all tax forms and any other applicable recording documents, if required, and will be responsible for all fees associated in connection therewith. The Sale Agreement further states that the Real Property is being sold "as is, where is" free and clear of all the Liens, with such Liens to attach to the proceeds of the Sale in the same amount and priority as they existed as of the Petition Date. Moreover, the Sale Agreement provides for terms and procedures for closing on the Sale of the Real Property. Specifically, the Purchaser will close on the Sale on a date which is not later than seven calendar days from the date of the entry of an Order approving the Sale Agreement and authorizing the Debtor to sell the Real Property to the Purchaser. In the event that the Court grants the Broker Application, the Debtor asks that instant Motion serves as its application asking compensation for the Broker. The Broker is simply asking a commission of 4% of the Purchase Price and does not request any additional fees and expenses. Granting the relief sought herein will relieve the Debtor’s estate from the additional time and expense with filing a separate application to approve a straight commission. As the Purchase Price is $455,000, the Broker should be entitled to the sum of $18,200 as its commissions. Accordingly, the Debtor asks authority to pay the Broker the sum of $18,200 from the proceeds of Sale without further order of the Bankruptcy Court. Finally, the Debtor respectfully asks that any order approving the sale of the Real Property includes a waiver of the stay under Bankruptcy Rule 6004(h). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Vinery_World_16_Sales.pdf A hearing on the Motion is set for April 1, 2019 at 1:30 p.m. The objection deadline is March 25, 2019. The Purchaser: K MANNETTA, LLC 30 Wingam Drive Islip, NY 11795 Vinery World, LLC sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 19-70952) on Feb. 8, 2019. The Debtor tapped Salvatore LaMonica, Esq., at LaMonica Herbst and Maniscalco, as counsel. VIP CINEMA: S&P Cuts Issuer Credit Rating to CCC, Outlook Negative ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on VIP Cinema Holdings Inc. to 'CCC' from 'B-', its issue-level rating on the company's senior secured first-lien debt to 'CCC+' from 'B', and its issue-level rating on its second-lien debt to 'CC' from 'CCC'. The recovery ratings remain unchanged at '2' and '6', respectively. The downgrade reflects S&P's expectation for continued deteriorating operating performance in 2019 resulting in weak free cash flow (FCF) generation, deteriorating EBITDA interest coverage, and a potential for financial covenant violation as early as the end of the first quarter of 2019 absent relief from its lenders. The negative outlook reflects the potential for a lower rating if the company is unable to renegotiate its credit agreement and S&P believes it could violate the covenant, or if a distressed exchange or redemption appear to be inevitable within six months. This could also occur if one or more of VIP's key customers further reduces reseating orders and sales and EBITDA continue to decline leading to more cash burn. S&P could take a positive rating action if VIP's better business prospects lead to improving profitability. This could occur if VIP's key customers increase capital expenditure on reseating, or if the company continues to gain momentum in its international markets and wins new business domestically with smaller exhibitors, while stemming losses with large domestic customers, such that it generates positive free operating cash flows and sustains covenant cushion of around 10%. W RESOURCES: Flint Buying John Deere 6150R Tractor for $68K ----------------------------------------------------------- W Resources, LLC, asks the U.S. Bankruptcy Court for the Middle District of Louisiana to authorize the sale of a 2013 John Deere 6150R tractor along with loader attachments to Flint Creek Ranches, LLC for $67,500. The Debtor is a holding company with a diverse set of raw and recreational land, farming and hunting operations. On the Petition Date, the it owned immovable property located in Montana. The Montana Property was sold as approved by the Court in its Jan. 18, 2019 order. The Debtor also owns the Tractor, previously utilized on the Montana Property. After conducting an informal "auction" of the Tractor with two interested parties, the Debtor has entered into the Tractor Purchase Agreement with the Purchaser for the purchase and sale of the Tractor for the purchase price of $67,500. The terms of the Tractor Purchase Agreement are: a. Purchased Asset: 2013 John Deere 6150R Tractor with loader attachments, # 1RW6150RCDD010067 b. Purchaser: Flint Creek Ranches, LLC c. Purchase Price: $67,500 d. Deposit: $5,000 e. Break-Up Fee: None f. Bid Procedures: Standard Bid Procedure g. Closing: The sale of the Purchased Assets will be closed within 10 days from the entry of the Sale Order. The Debtor's decision to sell the Tractor to the Purchaser is based on its sound business judgment. It proposes to liquidate the estate so that it may justly and equitably compensate creditors. The sale of the Tractor will generate value for the estate, and the sale will help expedite payment to the holders of allowed claims. Finally, the sale of the Tractor will allow the estate to avoid additional expenses associated with the maintenance and insurance on the Tractor. The Sale will produce a fair and reasonable price for the Tractor. The Tractor has already been exposed to the market, through Debtor's unsuccessful auction of the Montana Property, whereupon, the Debtor received a bid of $60,000 for the Tractor. Further, the Debtor has conducted arms'-length negotiations with two separate parties in order to receive the highest and best offer for the Tractor. The bidding between the parties commenced at $62,000 and culminated in the bid that is the subject of this Motion. The proposed Sale will now again be exposed to the market by solicitation of overbids. Through this process the Debtor is assured of achieving the maximum value for the Tractor. As will be noted from the UCC records, the only liens existing affecting the Debtor's equipment are: (i) Whitney National Bank, and assigned to BTR Hangar Properties, LLC; and (ii) Internal Revenue Service. As the Court may recall, BTR Hangar Properties' claim was paid in full by the Debtor’s sale of its airplane hangar property in Baton Rouge. The Internal Revenue Service has filed a proof of claim indicating its secured claim to be $37,295. The Debtor anticipates that the Internal Revenue Service will be paid in full on its secured claim by the Debtor's earlier motion to sell certain immovable property in Zachary, Louisiana. In the event that such sale does not close, then the Internal Revenue Service lien will attach to the proceeds of the sale of the Tractor. The Debtor plans to continue marketing the Tractor through reasonable marketing efforts seeking overbids. Further, parties in interest will receive notice and copies of the Motion through the bankruptcy process. The Debtor plans to continue marketing the Tractor through reasonable marketing efforts seeking overbids. Further, parties in interest will receive notice and copies of the Motion through the bankruptcy process. The Parties seeking to make an Overbid must utilize and abide by an overbid purchase agreement form. The Overbid Purchase Agreement should be executed and returned to undersigned counsel at least seven days prior to the scheduled hearing. The Parties seeking to make an overbid must make a $5,000 deposit required in the Overbid Purchase Agreement, and further provide undersigned counsel with evidence of their ability to fund the purchase of the Purchased Asset. Such evidence may include, but is not limited to, the following verifiable documents: certified financial statements, prequalification letters from lenders combined with evidence of the purchaser's ability to fund the down payment, margin account balances, etc. As to the Purchaser or any other bidder planning to bid through a realtor or broker who is asking a commission, such bid will be reduced by such commission when comparing to any bids received from bidders without realtors or brokers. Initial Overbids must be at least $68,500, determined as follows: (i) the amount of the original bid, plus (ii) $1,000 minimum initial overbid increment. In the event of one or more Overbids (including the Purchaser), the Debtor or the Court may conduct an auction to determine the highest and best bidder. The Debtor will evaluate Overbids using his business judgment. The second highest and best bid, as determined by the Debtor in its business judgment, may remain obligated to purchase the Tractor at its last bid, as the Backup Bidder. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/W_Resources_376_Sales.pdf The Debtor asks the Court to abrogate the 14-day stay imposed by Fed. R. Bankr. P. 6004(h). About W Resources W Resources, LLC, is a privately-owned company in Baton Rouge, Louisiana, engaged in activities related to real estate. It is a holding company with a diverse set of raw and recreational land, farming and hunting operations, an aircraft hangar, oil and gas interests, and equity-based interests. W Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 18-10798) on July 23, 2018. In the petition signed by Dwayne M. Murray, Chapter 11 trustee for Michael Worley, manager, the Debtor estimated assets and liabilities of $50 million to $100 million each. The Debtor hired Stewart Robbins & Brown, LLC, as its legal counsel. Horne LLP serves as accountant. WAGGONER CATTLE: Court Narrows Claims in Lone Star Suit ------------------------------------------------------- Lone Star State Bank of West Texas initiated the adversary proceeding captioned LONE STAR STATE BANK OF WEST TEXAS, Plaintiff, v. RABO AGRIFINANCE, LLC, WAGGONER CATTLE, LLC, CLIFF HANGER CATTLE, LLC, CIRCLE W OF DIMMITT, INC., Defendants, Adversary No. 18-02007 (Bankr. N.D. Tex.) by filing its complaint against Rabo Agrifinance, LLC, Waggoner Cattle, LLC, Cliff Hanger Cattle, LLC, and Circle W of Dimmitt, Inc. on June 29, 2018. The Court considers Rabo's motion requesting dismissal of fourteen of the sixteen causes of action of Lone Star's complaint and, alternatively, abstention. Upon review, Bankruptcy Judge Robert L. Jones denies Rabo's motion on causes seven, eight, nine, ten, eleven, thirteen, and sixteen. Causes of action one, two, three, five, six, and twelve must be dismissed. Cause four must also be dismissed. Causes fourteen and fifteen are not addressed by Rabo's motion. Lone Star is a creditor of Debtors. Debtors run a cattle operation; the Debtor entities are owned either entirely or mostly by Michael Quint Waggoner. According to the complaint, Lone Star was the primary lender to the business operations of Debtors until Debtors sought alternative financing from Rabo (the "arrangement" contemplated Lone Star receiving full payment of its loans and for Rabo to take-over as Debtors' lender). Lone Star asserted a first-position lien against most of Debtors' assets. For this reason, when Cliff Hanger received financing from Rabo in December 2014, it was necessary for Lone Star and Rabo to enter into an Intercreditor Agreement, defining each lender's rights to certain collateral. Lone Star alleges that Cliff Hanger failed to honor the agricultural security agreement between Cliff Hanger and Lone Star, and that Rabo thus received proceeds from Cliff Hanger in violation of the terms of the Intercreditor Agreement. Lone Star alleges multiple fraudulent transfers. The 16 causes of actions are: 1) Avoidance of Fraudulent Transfers, 2) Avoidance of Constructive Fraudulent Transfers, 3) Avoidance and Recovery of Fraudulent Transfers, 4) Equitable Subordination, 5) Disallowance of Claim Under 11 U.S.C. § 502(d), 6) Texas Uniform Fraudulent Transfer Act, 7) Declaratory Judgment, 8) Breach of Intercreditor Agreement, 9) Conversion, 10) Fraudulent Inducement, 11) Money Had and Received by Rabo and Constructive Trust, 12) Suit to Avoid Fraudulent Transfers to Transferee Rabo, 13) Civil Conspiracy, 14) Accounting, 15) Wrongful Offset, and 16) Attorney's Fees and Costs. Rabo's motion says the Court lacks jurisdiction to decide the claims raised by Lone Star's complaint and that Lone Star has failed to state a claim upon which relief may be granted. Rabo submits that the fraudulent transfer claims, whether based on the Bankruptcy Code or state law, must be dismissed, as such claims belong to the bankruptcy estate and that, by bringing such actions, Lone Star violates the automatic stay. For Lone Star's state-law claims for breach of contract, conversion, fraudulent inducement, money had and received, and civil conspiracy--the direct causes against Rabo--Rabo contends that the Court does not have subject matter jurisdiction over these claims because they are not, at least, "related to" Debtors' bankruptcies. And in response to Lone Star's causes of action under sections 502(d) and 510(c), Rabo argues that it is too early to adjudicate the merits of these claims "because no judgment avoiding any transfer has been entered" and a subordination order would be "purely an advisory opinion." If dismissal is not granted, Rabo requests that the Court exercise its discretion to abstain from hearing this dispute. Rabo concedes that mandatory abstention is not available but requests permissive abstention under 28 U.S.C. section 1334(c)(1). Analyzing a list of factors developed by case law, Rabo contends that several factors favor abstention and thus the "court need not address all [] twelve factors in deciding the abstention question. These twelve factors are: (1) the effect, or lack thereof, on the efficient administration of the estate if a court recommends abstention; (2) the extent to which state law issues predominate over bankruptcy issues; (3) the difficulty or unsettled nature of the applicable state law; (4) the presence of a related proceeding commenced in state court or other non-bankruptcy court; (5) the jurisdictional basis, if any, other than 28 U.S.C. section 1334; (6) the degree of relatedness or remoteness of the proceeding to the main bankruptcy case; (7) the substance rather than form of an asserted core proceeding; (8) the feasibility of severing state law claims from core bankruptcy matters to allow judgments to be entered in state court with enforcement left to the bankruptcy court; (9) the burden on the bankruptcy court's docket; (10) the likelihood that the commencement of the proceeding in bankruptcy court involves forum shopping by one of the parties; (11) the existence of a right to a jury trial; and (12) the presence in the proceeding of non-debtor parties. The Court has "related-to" jurisdiction over Lone Star's direct causes of action against Rabo. Although the Court has subject matter jurisdiction under 28 U.S.C. section 1334(b), it may elect to abstain from this proceeding under 28 U.S.C. section 1334(c)(1). The decision to abstain is solely within the Court's discretion. A majority of the applicable factors suggests that abstention would be proper. But there is no parallel proceeding pending in another forum to which this Court could defer in the interest of justice and comity. By abstaining, the Court potentially prejudices Lone Star's rights. The Court will not abstain from hearing this proceeding. The Court thus denies Rabo's motion on causes seven, eight, nine, ten, eleven, thirteen, and sixteen. By order entered on Nov. 9, 2018, in the main bankruptcy cases that are jointly administered, the Court denied Lone Star's request seeking leave to pursue estate-owned causes of action against Rabo, including alleged intercompany causes of action. As a result, causes of action one, two, three, five, six, and twelve must be dismissed. Cause four must also be dismissed. Causes fourteen and fifteen are not addressed by Rabo's motion. A copy of the Court's Memorandum Opinion dated Feb. 5, 2019 is available at https://bit.ly/2FKsBW1 from Leagle.com. Lone Star State Bank of West Texas, Plaintiff, represented by Barbara Bauernfeind -- Barbara@lovell-law.net -- Lovell, Lovell, Isern & Farabough, LLP, John H. Lovell -- John@lovell-law.net -- Lovell, Lovell, Isern & Farabough, LLP & Matthew S. Merriott -- Matthew@lovell-law.net -- Lovell, Lovell, Isern & Farabough, LLP. Rabo Agrifinance, LLC, Defendant, represented by Michael R. Johnson -- mjohnson@rqn.com -- Ray Quinney & Nebeker P.C. & Thomas C. Riney -- triney@rineymayfield.com -- Riney & Mayfield LLP. Waggoner Cattle, LLC, Cliff Hanger Cattle, LLC & Circle W of Dimmitt, Inc., Defendants, represented by Max Ralph Tarbox, Tarbox Law, P.C. About Waggoner Cattle Waggoner Cattle, et al., are privately-held companies in Dimmitt, Texas, engaged in cattle ranching and farming. Circle W of Dimmitt, Inc. ("Circle W"), is the operating arm for Waggoner Cattle, LLC, Bugtusslel Cattle, LLC and Cliff Hanger Cattle, LLC, and it is managing the financial affairs of those companies. Waggoner Cattle, Circle W of Dimmitt, Inc., Bugtussle Cattle, LLC, and Cliff Hanger Cattle, LLC (Bankr. N.D. Tex. Case No. 18-20126 to 18-20129) simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on April 9, 2018. In the petitions signed by Michael Quint Waggoner, managing member the Debtors estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. WEATHERLY OIL: BRG Lone Buying Interest in Texas Assets for $6.15M ------------------------------------------------------------------ Weatherly Oil & Gas, LLC, asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize (i) the Purchase and Sale Letter Agreement with BRG Lone Star, Ltd. in connection with the sale of oil and gas assets for $6.15 million, subject to any adjustments; and (ii) the assumption and assignment of certain contracts, including Joint Operating Agreements, associated with the Acquired Assets. As a result of the economic downturn in the oil and gas exploration and production industry, coupled with increased production costs and changes in senior debt lending practices, the Debtor undertook proactive steps to address its operational and capital structure needs. It engaged TenOaks Energy Partners, LLC to assist with a private asset sale process prior to the Petition Date. The Debtor, led by TenOaks, conducted an extensive campaign to market and sell certain oil and gas assets located in East Texas and North Louisiana ("“Marketed Assets") beginning on Sept. 21, 2018. TenOaks offered the Texas Assets and Louisiana Assets to be sold together or separately. The Louisiana Assets included the Non-Op Assets (those oil and gas interests currently operated by the Buyer) and Weatherly's Operated Assets. Ultimately, TenOaks received five offers in a first round of bidding -- one offer for certain of the Louisiana Assets, two offers for certain of the Texas Assets, and two offers for a combination of the Marketed Assets. TenOaks requested best and final offers in a second round of bidding. The Buyer emerged as the highest or otherwise best offer for certain of the Texas Assets. After extensive arms'-length negotiations, on Feb. 27, 2019, Debtor entered into the PSA with Buyer the sale of the Acquired Assets owned by the Debtor. By the Motion, the Debtor asks to sell and assign the Acquired Assets to the Buyer. The Acquired Assets are more fully described in the preamble of the PSA, and include certain of the Debtor's assets marketed as the Texas Assets by TenOaks. The material terms of the proposed Sale to the Buyer under the Letter Agreement are: a. Seller: Weatherly Oil & Gas, LLC b. Buyer: BRG Lone Star, Ltd. c. Purchase Price & Deposit: $6.15 million, subject to any adjustments that may be made under Section 4 of the PSA. The Buyer will provide a cash deposit to Escrow Agent in the sum of $615,000 no later than one business day following execution of the PSA. d. Purchased Assets: Acquired Assets e. Closing: The Closing will be on or before 14 days following entry of the Sale Order. In addition to other termination rights of the parties set forth in Section 20 of the PSA, the PSA allows either party to terminate the PSA if the Closing will not have occurred within 90 days following the Petition Date. f. Option: Within two business days after EnSight's execution of the Letter Agreement and its receipt of notice of Lender Approval, whichever is the later to occur, EnSight will pay unto the Escrow Agent $300,000. The Option Payment will be paid by EnSight into the Escrow Account with the Escrow Agent, to be held, invested and disbursed in accordance with the terms of the Letter Agreement and the Escrow Agreement. In exchange for the Option Payment and continuing for a period of 30 days from the Escrow Agent’s receipt of the Option Payment, EnSight will be entitled to and will have the exclusive right to negotiate with Weatherly so as to allow the Parties to reach and enter into a mutually agreeable purchase and sale agreement, subject to approval of the Court for the sale of Weatherly's Operated Assets. g. Subject to entry and the terms of the Sale Order, upon closing, except for the Permitted Encumbrances, the Buyer will be vested with title to the Non-Op Assets, free and clear of all liens, claims, interests and encumbrances of Angelo, Gordon Energy Servicer, LLC, and any other party to the fullest extent permissible under Section 363(f) of the Bankruptcy Code. h. From and after the Closing, the Buyer will assume and agrees to fulfill, perform, pay, and discharge (or cause to be fulfilled, performed, paid or discharged) all of the obligations and liabilities of Debtor with respect to the Acquired Assets arising on or after the Effective Time, and all plugging and abandonment obligations, Environmental Liabilities and all decommissioning liabilities attributable to the Acquired Assets whether arising prior to, on or after the Effective Time. The Debtor determined that the proposed Sale contemplated by the PSA is in the best interest of its estate and its creditors and is consistent with the Debtor's reasonable business judgment. The Debtor submits that the proposed private Sale to the Buyer in accordance with the Letter Agreement is appropriate in light of the facts and circumstances of the chapter 11 case. The assets have been heavily marketed and Debtor was unable to obtain any firm offers until now. As a result of the marketing efforts which did not require a minimum bid, the Debtor entered into the PSA with Buyer. The Debtor and its secured lender, Angelo, Gordon Energy Servicer, LLC, as Administrative Agent under that certain Senior Secured Term Loan Agreement dated as of Sept. 18, 2017, are satisfied that all possible reasonable efforts have been made to maximize the value of the Acquired Assets and that the PSA represents the best price that could be obtained under the circumstances. The Assumed Contracts are necessary to operate the Acquired Assets and, as such, the Assumed Contracts are essential to inducing the highest or otherwise best offer for the Debtor's assets. Accordingly, the Debtor submits that the assumption and assignment of the Assumed Contracts should be approved by the Court. The Cure Objection Deadline is 5:00 p.m. (CT)) on March 14, 2019. An expeditious closing of a Sale is necessary and appropriate to maximize value for the estate. Accordingly, the Debtor asks that the Court waive the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). About Weatherly Oil & Gas, LLC Weatherly Oil & Gas, LLC -- https://www.weatherlyop.com -- is a Fort Worth-based oil and natural gas company primarily focused on exploiting natural resources in the Ark-La-Tex region. Weatherly is operated by an affiliate Weatherly Operating, LLC. Weatherly Oil & Gas filed a voluntary petition under Chapter 11 of the US Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31087) on Feb. 28, 2019. In the petition signed by Scott Pinsonnault, chief restructuring officer, the Debtor estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Matthew D. Cavenaugh, Esq., at Jackson Walker LLP, represents the Debtor. WEATHERLY OIL: EnSight Buying Interest in Non-Op Assets for $12M ---------------------------------------------------------------- Weatherly Oil & Gas, LLC, asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize (i) the sale and assignment of its interest in and to the wells in the Sligo Field, Louisiana currently operated by EnSight IV Energy Partners, LLC and all associated leasehold and other assets used in the operation and/or production thereof, to EnSight for $11,650,000, subject to any adjustments; (ii) the Assignment, Conveyance and Bill of Sale; and (iii) the option for the Buyer to have the exclusive right to negotiate with Weatherly so as to allow the parties to enter into a mutually agreeable purchase and sale agreement, subject to further Court approval, for the sale of Weatherly's operated oil and gas leases and wells in the Sligo Field in Bossier Parish, Louisiana and all associated assets. As a result of the economic downturn in the oil and gas exploration and production industry, coupled with increased production costs and changes in senior debt lending practices, the Debtor undertook proactive steps to address its operational and capital structure needs. It engaged TenOaks Energy Partners, LLC to assist with a private asset sale process prior to the Petition Date. The Debtor, led by TenOaks, conducted an extensive campaign to market and sell certain oil and gas assets located in East Texas and North Louisiana ("“Marketed Assets") beginning on Sept. 21, 2018. TenOaks offered the Texas Assets and Louisiana Assets to be sold together or separately. The Louisiana Assets included the Non-Op Assets (those oil and gas interests currently operated by the Buyer) and Weatherly's Operated Assets. Ultimately, TenOaks received five offers in a first round of bidding -- one offer for certain of the Louisiana Assets, two offers for certain of the Texas Assets, and two offers for a combination of the Marketed Assets. TenOaks requested best and final offers in a second round of bidding. The Buyer emerged as the highest or otherwise best offer for certain of the Louisiana Assets. After extensive arm's-length negotiations, on Feb. 27, 2019, Weatherly entered into a Letter Agreement with the Buyer in which Weatherly agreed to sell and assign the Non-Op Assets to the Buyer. By the Motion, the Debtor asks to sell and assign the Non-Op Assets to EnSight, the current operator of these Non-Op Assets. The Non-Op Assets are more fully described in the preamble of the Letter Agreement and Section 1.1 of the Assignment, and include substantially all of Weatherly's non-operated assets marketed within the Louisiana Assets group by TenOaks. The Motion further asks approval of the Option contemplated in the Letter Agreement that provides Buyer the exclusive right to negotiate with Weatherly for the sale of the Operated Assets during the Option Period. The material terms of the proposed Sale to the Buyer under the Letter Agreement are: a. Seller: Weatherly Oil & Gas, LLC b. Buyer: EnSight IV Energy Partners, LLC c. Purchase Price & Deposit: $11,650,000, subject to any adjustments as customary for pre and post Effective Time expenses, revenues, and taxes affecting the Non-Op Assets. The Buyer will provide a cash deposit in the sum of $500,000 within two business days after the later to occur of (i) EnSight executing the Letter Agreement, and (ii) EnSight receiving notice of execution of the Letter Agreement by Angelo, Gordon Energy Servicer, LLC, as Administrative Agent, under that certain Senior Secured Term Loan Agreement dated as of Sept. 18, 2017. d. Purchased Assets: Non-Op Assets e. Closing: Fifteen business days following entry of the Sale Order on terms and in form and substance reasonably acceptable to EnSight and Lender. In addition, the Letter Agreement allows either party to terminate the Letter Agreement if the Closing will not have occurred within 90 days following the date EnSight delivers the Deposit to Escrow Agent. f. Option: Within two business days after EnSight's execution of the Letter Agreement and its receipt of notice of Lender Approval, whichever is the later to occur, EnSight will pay unto the Escrow Agent $300,000. The Option Payment will be paid by EnSight into the Escrow Account with the Escrow Agent, to be held, invested and disbursed in accordance with the terms of the Letter Agreement and the Escrow Agreement. In exchange for the Option Payment and continuing for a period of 30 days from the Escrow Agent’s receipt of the Option Payment, EnSight will be entitled to and will have the exclusive right to negotiate with Weatherly so as to allow the Parties to reach and enter into a mutually agreeable purchase and sale agreement, subject to approval of the Court for the sale of Weatherly's Operated Assets. g. Subject to entry and the terms of the Sale Order, upon closing, except for the Permitted Encumbrances, the Buyer will be vested with title to the Non-Op Assets, free and clear of all liens, claims, interests and encumbrances. h. EnSight assumes and agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid, or discharged) all of the obligations and liabilities of Weatherly with respect to the Non-Op Assets, regardless of whether such obligations or liabilities of Weatherly arose prior to, on and after the Effective Time. The Debtor has a sound business justification for selling and assigning the Non-Op Assets under the terms of the Letter Agreement and Assignment. It depends on the funds raised from the sale and assignment of the Non-Op Assets in order to continue operating. If the Debtor is not allowed to sell and assign the Non-Op Assets, the Debtor’s estates will be deprived of much needed capital to operate through this chapter 11 case. The Debtor submits that the proposed private Sale to the Buyer in accordance with the Letter Agreement is appropriate in light of the facts and circumstances of the chapter 11 case. The extensive marketing process conducted prepetition by TenOaks, and the low probability that a competing bidder will actually emerge with an offer higher or better than the offer detailed in the Letter Agreement, do not justify the costs and risks associated with delay. An expeditious closing of a Sale is necessary and appropriate to maximize value for the estate. Accordingly, the Debtor asks that the Court waive the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Weatherly_Oil_28_Sales.pdf About Weatherly Oil & Gas Weatherly Oil & Gas, LLC -- https://www.weatherlyop.com -- is a Fort Worth-based oil and natural gas company primarily focused on exploiting natural resources in the Ark-La-Tex region. Weatherly is operated by an affiliate Weatherly Operating, LLC. Weatherly Oil & Gas filed a voluntary petition under Chapter 11 of the US Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31087) on Feb. 28, 2019. In the petition signed by Scott Pinsonnault, chief restructuring officer, the Debtor estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Matthew D. Cavenaugh, Esq., at Jackson Walker LLP, serves as counsel to the Debtor. WELLCARE HEALTH: Moody's Reviews Ba2 Sr. Debt Rating for Upgrade ---------------------------------------------------------------- Moody's Investors Service has placed the Ba2 senior debt rating of WellCare Health Plans, Inc. (WellCare, NYSE: WCG) on review for upgrade following the announcement that it would be acquired by Centene Corporation (Centene, Ba1 Stable) for $17.3 billion, including approximately $9.4 billion in equity based on Centene's closing stock price on March 26, 2019 (a 32% premium) and Centene has $8.35 billion in committed financing for the cash portion of the consideration. The insurance financial strength (IFS) rating of Wellcare's operating subsidiary, WellCare of Florida, Inc. rated Baa2, was also placed on review for upgrade. WellCare is a Medicaid-focused health insurer operating in 22 states with approximately 4.5 million members (excluding PDP membership). Centene is the national leader in Medicaid and the individual market with total membership of 14.0 million. RATINGS RATIONALE Following Centene's announced acquisition of WellCare, Moody's affirmed Centene's Ba1 senior debt rating and Baa1 insurance financial strength (IFS) ratings of its operating subsidiaries. Following its acquisition by Centene, Moody's expects WellCare policyholders and debtholders to be supported by the consolidated organization. As a result, the Baa2 rating for WellCare's operating subsidiary and Wellcare's $2.1 billion in outstanding debt has been placed on review for upgrade. Moody's expects WellCare's outstanding debt will either be repaid when Centene funds the transaction, or incorporated into and explicitly guaranteed by Centene when the deal closes. The rationale for Moody's affirmation of Centene's ratings are in the Centene press release dated March 28, 2019. If the deal does not close, Moody's would likely confirm WellCare's ratings, unless other changes to its credit profile occur during the review period. Moody's notes there is a fixed exchange rate for the stock aspect of the transaction with WellCare shareholders receiving 3.38 shares for each WellCare share. if the stock price is lower at closing, Centene's debt-to-capital, which Moody's estimates will be approximately 41% at closing, would increase. Moody's added, therefore, that the stable outlook for Centene also contemplated debt issuance at levels with adjusted debt-to-capital of up to 45%. WellCare's Ba2 senior debt and Baa2 IFS ratings reflect its relatively low leverage, solid operating earnings and strong unregulated cash flows. These strengths are somewhat mitigated by its concentration in the government sector and its 100% exposure to full-risk underwriting. The 2018 acquisition of Meridian did improve WellCare's geographic diversity and added a pharmacy benefit manager. WellCare's credit strengths include the following: leading Medicaid managed care health insurance company by membership in Illinois, Florida, Michigan, Kentucky, Georgia and Missouri; significant unregulated cash flows to the parent company; generally, provider fees for the Florida Medicaid product are tied to the state reimbursement level, mitigating pricing risk. WellCare's credit challenges include the following: successfully managing the Meridian integration; 100% of business is in government sector and is full risk; potential for lower than anticipated Medicaid reimbursement; expansion and growth place additional pressure on WellCare's adequate but modest risk-based capital level. RATINGS DRIVERS Factors that could lead to an upgrade include the following: successful close of the Centene acquisition with explicit guarantee of WellCare's debt. If the deal does not close the following factors can lead to an upgrade over the long run: debt to EBITDA of 2.0x or lower; earnings coverage of at least 9x; risk-based capital at the company action level (CAL) maintained above 200%; a further reduction in the Medicaid concentration along with reduced reliance on full risk membership. If the deal with Centene does not close, WellCare's would likely by confirmed with a stable outlook. Otherwise, factors that could lead to a downgrade include the following: risk-based capital level falls to 150% of CAL or below. EBITDA margins fall consistently below 3.0%; membership declines of over 10% the next two-to-three years; and financial leverage sustained above 40% and/or debt-to-EBITDA above 3.0x; loss or impairment of one of the company's major government contracts. The following ratings were put on review for upgrade: WellCare Health Plans, Inc. -- senior unsecured debt rating at Ba2; senior unsecured shelf debt rating at (P)Ba2; subordinated debt shelf rating at (P)Ba3; preferred stock (cumulative and non-cumulative) shelf rating at (P)B1. WellCare of Florida, Inc. -- insurance financial strength rating at Baa2; Outlook Actions: Issuer: WellCare Health Plans, Inc. WellCare of Florida, Inc. Outlook, review for upgrade from stable pending sale to Centene WellCare Health Plans, Inc. is headquartered in Tampa, Florida. In 2018, it posted revenues of $20.4 billion and had 4.5 million medical members. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to pay punctually senior policyholder claims and obligations. The principal methodology used in these ratings was US Health Insurance Companies published in May 2018. WILLOWOOD USA: May Obtain $4.25-Mil Loan, Use Cash Collateral ------------------------------------------------------------- The Hon. Kimberley H. Tyson of the U.S. Bankruptcy Court for the District of Colorado authorized Willowood USA Holdings, LLC and its debtor-affiliates (a) to use Cash Collateral (excluding Cash Collateral that is ABL Priority Collateral) and (b) to borrow under the DIP Facility in the aggregate outstanding amount for all such borrowings not exceed $4,250,000 Subject to the entry of the Final Order, all of the Prepetition Term Obligations will immediately, automatically, and irrevocably be deemed to have been converted into Roll-Up Obligations and, except as otherwise provided in the Final Order and the DIP Loan Documents, will be entitled to all the priorities, privileges, rights, and other benefits afforded to the other DIP Obligations under the Final Order and the DIP Loan Documents. The DIP Agent, for itself and the other DIP Secured Parties, is granted the following security interests and liens on all property of the Debtors, now existing or hereinafter acquired, and proceeds thereof, rights under section 549 of the Bankruptcy Code, all other Collateral and all other property of the estate: (I) pursuant to section 364(c)(2) of the Bankruptcy Code, and after giving effect to the application of section 552(b) of the Bankruptcy Code to the each of the Prepetition Term Secured Parties and Prepetition ABL Secured Parties and the Intercreditor Agreement, a perfected, binding, continuing, enforceable, and nonavoidable first priority Lien on all unencumbered DIP Collateral; (II) a perfected, binding, continuing, enforceable, and non-avoidable Lien upon all DIP Collateral that is subject to Prior Liens and ABL Adequate Protection Liens, which DIP Lien will be junior only to such Prior Liens, the ABL Adequate Protection Liens and the Carve-Out; and (III) a perfected, binding, continuing, enforceable and non-avoidable first priority, senior priming Lien on all other DIP Collateral (including Cash Collateral which does not constitute ABL Priority Collateral or proceeds therefrom), which DIP Lien wll be senior to (A) the Prepetition Term Liens and the Term Adequate Protection Liens and (B) any Liens that are pari passu with or junior to the Prepetition Term Liens or the Term Adequate Protection Liens, after giving effect to any intercreditor or subordination agreement, including the Intercreditor Agreement and will be junior only to the Prior Liens, the ABL Adequate Protection Liens and the Carve-Out. The DIP Liens on the equity interests of the Debtors and their direct or indirect subsidiaries will consist of (A) 100% of the equity interests of Parent and each direct and indirect domestic Debtor subsidiary thereof, (B) 100% of the non-voting equity interests of each direct or indirect foreign subsidiary of any Debtor; and (C) 65% of the voting equity interests of each foreign subsidiary directly owned by any Debtor. In addition to the DIP Liens, all of the DIP Obligations will constitute allowed superpriority administrative claims, which will have priority, subject only to the payment of the Carve-Out in accordance with this Interim Order, over all administrative expense claims, adequate protection and other diminution claims (including the Term Adequate Protection Superpriority Claims but excluding ABL Adequate Protection Superpriority Claims), priority and other unsecured claims, and all other claims against the Debtors or their estates, now existing or hereafter arising, of any kind or nature whatsoever, including administrative expenses or other claims of the kinds specified in, or ordered pursuant to, sections 105, 326, 328, 330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546, 726, 1113, and 1114 or any other provision of the Bankruptcy Code or otherwise. The Prepetition Term Agent, for the benefit of all the Prepetition Term Secured Parties, is granted replacement Liens upon all of the DIP Collateral, which Term Adequate Protection Liens on such DIP Collateral will be subject and subordinate only to the DIP Liens, the Prior Liens, the ABL Adequate Protection Liens, the Prepetition Term Liens and the Carve-Out. The Prepetition Term Secured Parties are further granted allowed superpriority administrative claims, pursuant to section 507(b) of the Bankruptcy Code, with priority over all administrative expense claims and priority and other unsecured claims against the Debtors or their estates, now existing or hereafter arising, of any kind or nature whatsoever. The Prepetition ABL Agent, for the benefit of all the Prepetition ABL Secured Parties, is granted replacement Liens upon the DIP Collateral, which ABL Adequate Protection Liens on such DIP Collateral will be subject and subordinate only to the Prior Liens and the Carve-Out. The Prepetition ABL Secured Parties are further granted allowed superpriority administrative claims, pursuant to section 507(b) of the Bankruptcy Code, with priority over all administrative expense claims and priority and other unsecured claims against the Debtors or their estates, now existing or hereafter arising, of any kind or nature whatsoever, junior only to the Carve-Out to the extent provided herein, and payable from all prepetition and postpetition property of the Debtors and all proceeds thereof, including, subject to the entry of the Final Order, Avoidance Actions and the proceeds thereof. The following will constitute a termination event under the Interim Order and the DIP Loan Documents: (a) The occurrence of an Event of Default under the DIP Credit Agreement, including, for avoidance of doubt, the failure to obtain entry of the Final Order, in form and substance acceptable to the DIP Agent and the Prepetition Term Agent, on or before March 22, 2019; and (b) any other material breach, default or other violation by any of the Debtors of the terms and provisions of the Interim Order. A copy of the Interim Order is available at http://bankrupt.com/misc/cob19-11079-77.pdf About Willowood USA Willowood USA, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-11320) on Feb. 27, 2019. The case is jointly administered with the Chapter 11 case of Willowood USA Holdings, LLC (Bankr. D. Colo. Case No. 19-11079). At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of the same range. The case is assigned to Judge Kimberley H. Tyson. Brownstein Hyatt Farber Schreck, LLP is the Debtor's legal counsel. The Office of the U.S. Trustee on March 12 appointed three creditors to serve on an official committee of unsecured creditors in the Chapter 11 case. WILSON LAND: Eadon Buying Concord Property for $153K ---------------------------------------------------- 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 Parcel # 08A-012J000190, 08A-012J000180 and 0SA-000170, being Sublot # 17, 18 and 19 in Nature Preserve North Subdivision, Concord Township, Lake County, Ohio to Vincent J. Eadon for $153,000. There are encumbrances and interests 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. The parties believe the sale price represents fair market value for the property. 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 as set forth in Exhibit A, the Debtor will instruct the escrow agent to disperse from the sale proceeds in an amount sufficient to pay real estate taxes, and any amounts owed to Tax Ease Ohio in full and then the balance to RBS Citizens NA. The Debtor asks that the Court authorizes the sale of the real estate, to the proposed purchaser on the terms and conditions as set forth. A copy of the Commitment and the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Wilson_Land_118_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. WPB HOSPITALITY: SAT Broadway Buying Denver Property for $7M ------------------------------------------------------------ WPB Hospitality, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of a four 4-acre parcel of land located at 16161 E. 40th Avenue, Denver, Colorado in the Gateway Park business district near Denver International Airport to SAT Broadway, LLC for $7 million. WPB owns the property upon which is a partially constructed hotel. The hotel is intended to fly the Sheraton 4 Points flag. WPB is owned 100% by Wanda Bertoia who is also the managing member of WPB. Bertoia had paid approximately $2.4 million for the property in 2008. Construction of the hotel was temporarily stopped due to problems with the contractor, architect and the construction management company. A Public Trustee's Foreclosure sale was scheduled on WPB's property for Oct. 4, 2018 at 10:00 a.m. with the Denver Public Trustee. American Lending Center, LLC ("ALC"), whose business address is 1 World Trade Center, Ste. 1180, Long Beach, CA, is a secured creditor of WPB. On Nov. 1, 2018, WPB made its first post-petition interest payment to ALC in the amount of $35,582. On Dec. 3, 2018, WPB made its second monthly post-petition interest payment to ALC in the amount of $35,685. The Debtor's has been advised that on Jan 2, 2019 WPB made its third monthly post-petition interest payment in the amount of $35,828. The counsel has been advised by ALC's counsel that the fourth monthly post-petition interest payment will be in the amount of $36,571 and due Feb. 1, 2019. The counsel has been advised that on March 1, 2019 the Debtor made its fifth monthly post petition interest payment in the amount of $36,545. ALC had filed a Motion for Relief from the Automatic Stay on Oct. 18, 2018 asserting the within Single Asset Real Estate reorganization was a bad faith filing and that relief from the automatic stay should be granted. The Debtor responded to ALC's Motion for Relief from Stay and asserted that the case was not a bad faith filing and that cause did not exist for granting relief from stay including but not limited due to the fact that the subject property is worth approximately $4 million more than ALC's alleged debt; that WPB has been making monthly interest payments to ALC and that the Debtor had additional secured or unsecured creditors that would be foreclosed out if ALC were granted relief from the automatic stay. On Feb. 7, 2019 the Court issued its Oral Ruling and Judgment in favor of ALC but conditioned continuation of the automatic stay for 90 days conditioned upon certain actions by the Debtor. The Order and Judgment requires, inter alia, payment of ALC's debt (liquidation of the property) on May 8, 2019. Post-petition the Debtor employed CBRE, Inc. to market the property. Since that date CBRE has obtained two purchase offers for the property. The first offer was from Rite-A-Way, LLC for $9 million and a Motion to Approve the Sale to Right A Way, LLC was filed on Jan. 3, 2019. The second offer was from SAT Broadway, LLC for a gross amount of $9,425,000. On Deb. 4, 2019 the Debtor had received a third offer to purchase the subject property from SAT Broadway (a division of Baywood Hotels) for a gross amount of $7 million. The SAT Broadway Contract was dated Feb. 4, 2019. The Debtor intends on filing a Motion to Approve a fourth Contract from Abbas Consulting, Inc. and/or Frisco Acquisition, LLC with the intent that there would be parallel Motions to Approve both Contracts in case one contract is terminated. The Debtor has now elected to accept the offer from SAT Broadway. The SAT Broadway Contract was accepted by the Debtor and SAT Broadway on Feb. 6, 2019 upon receipt of termination by SAT Broadway. The salient terms of the Contract are: a. The Purchase Price is $7 million. b. The Buyer will deliver $50,000 in earnest money. c. Within five days of mutual execution of the Contract Buyer will deposit with the title company $200,000 as earnest money. The $50,000 of the $200,000 deposit will become immediately non-refundable to Seller upon mutual execution of the Contract and Bankruptcy Court approval. The remaining $150,000 of the $200,000 earnest money deposit will become non-refundable at the end of 30 days. d. If the Purchaser elects to terminate the Contract at any time after mutual execution and Bankruptcy Court approval, the $150,000 deposit will be returned to the Purchaser while the remaining $50,000 will be the property of the Seller. e. All funds will be applied to the Purchase Price. f. The closing will occur on April 1, 2019. g. The Purchaser will have the right to extend the closing for an additional 30 days by depositing an additional $200,000 ($400,000 total) into escrow prior to the original closing date. Such deposit will be immediately non-refundable to Purchaser and become property of the Seller should Purchaser default on the Contract. h. All funds will remain with the title company and be applied to the Purchase Price. i. The Purchaser will have the right to extend the closing for a second and last and final time to May 8, 2019 by depositing an additional $200,000 ($600,000 total) into escrow prior to the original close date. Such deposit will be immediately non-refundable to Purchaser and become property of the Seller should Purchaser default on the Contract. All funds will be applied to the Purchase Price. j. The closing will occur no later than May 8, 2019. k. The Purchaser will not be responsible for any management or franchise agreements. l. The Property will be sold with all prior year property taxes paid off. The Seller and the Purchaser will prorate current year property taxes. m. The Purchaser will only close with a completely clear title free and clear of any liens or taxes. Seller does not provide this, Seller will be in default. The Buyer will pay $7 million in cash at closing (including the earnest money). n. The Contract does not provide that the Buyer will obtain a new loan in an amount to be determined. o. The Contract provides for an inspection period to April 1, 2019. p. The Property is being sold on as "as is" basis without warranties or representations. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/WPB_Hospitality_169_Sales.pdf The Debtor has explored alternatives to selling the property. It's true desire was to develop the property into a full fledged operating hotel. It hoped to create a significant number of jobs through an operating hotel. The Debtor made significant progress towards refinancing the project which would have facilitated completion of the construction. It believes that constraints exists with the existing financing; the relatively short time frame for refinancing; and the construction mismanagement among other factors have mitigated in favor of the Debtor simply selling the property. The price at which the property is being sold is significantly greater than the aggregate value of all liens on the subject property. The Debtor believes that all of the creditors (including the lien claimants) could be compelled in an legal or equitable proceeding to accept a money satisfaction of their interest in the subject property. The Debtor intends on paying the only Notes and Deeds of Trust a total of $5 million at closing with the balance, if any, of ALC's claim to attach to the net sale proceeds. Similarly, the Debtor only intends to pay (i) the City and County of Denver's Storm Drain Lien in the amount of $135; and (ii) the City and County of Denver's Secured Lien for past due real property taxes in the amount of $101,205.25 for the period Jan. 1, 2017 through Dec. 31, 2017. All net sale proceeds will be escrowed and any of the other lien claimants interest in the property, if any, will attach to the net sale proceeds. Accordingly, all creditors in the within case are protected. The Debtor asks that the 14-day stay imposed by Fed.R.Bankr.P. 6004(h) be eliminated. About WPB Hospitality WPB Hospitality, LLC, is a single asset real estate company (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at 16161 E. 40th Ave Denver, Colorado. WPB Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-18636) on Oct. 3, 2018. In the petition signed by Wanda Bertoia, owner, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Judge Elizabeth E. Brown oversees the case. The Debtor tapped Lindquist-Kleissler & Company, LLC, as its legal counsel. On Nov. 14, 2018, the Court approved CBRE, Inc., as broker. XEROX CORP: S&P Withdraws 'B' Short-Term Ratings ------------------------------------------------ S&P Global Ratings withdrew its 'B' short-term rating on Norwalk, Conn.-based Xerox Corp. at the company's request. At the same time, S&P is withdrawing its 'B' rating on Xerox's $1.8 billion commercial paper program (CP), which the company terminated. XPEERANT INCORPORATED: Taps Richard Ivey as Accountant ------------------------------------------------------ Xpeerant Incorporated received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Richard Ivey as its accountant. Mr. Ivey's services will include the preparation of quarterly payroll tax returns and annual income tax returns for the Debtors. He will be paid an hourly fee of $150. In court papers, Mr. Ivey disclosed that she is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Mr. Ivey can be reached through: Richard A. Ivey, CPA 604 Melbourne Road Hurst, TX 76053 About Xpeerant Inc. Headquartered in Fort Collins, Colorado, Xpeerant Incorporated is a recruitment agency that supplies employees to companies within the semi-conductor and technical industry. Xpeerant Inc. filed its voluntary petition pursuant to Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case no. 18-17700) on Aug. 31, 2018. The petition was signed by Gary Petty, authorized representative. At the time of filing, the Debtor disclosed $48,215 in total assets and $1,469,565 in total liabilities. Kutner Brinen PC, led by Lee M. Kutner, serves as counsel to the Debtor. Z GALLERIE: Unknown Recovery for Unsecured Creditors Under Plan --------------------------------------------------------------- Z Gallerie, LLC and Z Gallerie Holding Company, LLC, filed a disclosure statement relating to their joint plan of reorganization dated March 22, 2019. As contemplated by the Plan, the Debtors believe that a going-concern reorganization or going-concern sale of Z Gallerie is in the best interest of all creditors and will maximize the value of the estates for all creditors. Before the commencement of their chapter 11 cases, the Debtors initiated the sale process by commencing a marketing process for the Z Gallerie business. On the first day of the Chapter 11 Cases, the Debtors also filed a motion seeking Bankruptcy Court approval of procedures and a process for the Debtors to market and sell their assets under the Plan, which motion is scheduled to be heard by the Bankruptcy Court on April 10, 2019. As part of this process, the Debtors have reached out to approximately 180 potentially interested parties thus far. The Bidding Procedures establish that non-binding indications of interest are due on April 19, 2019 and the deadline for interested parties to submit Qualified Bids is May 16, 2019 by 5:00 p.m. (prevailing Eastern Time). The Auction to determine the Winning Bidder, if required, will be held on May 20, 2019. Whether the Debtors sell their assets through the Bidding Procedures and Sale process or reorganize as a going-concern through a debt for equity conversion, the Debtors restructuring and conclusion of the Chapter 11 Cases will be implemented through the Plan. Specifically, the Plan contemplates each of these alternatives: (a) if there is a third-part Winning Bidder as part of the Sale Process, the third party Winning Bidder will purchase the Assets through the Plan and the Sale Transaction Proceeds will be distributed as recovery to the Prepetition Secured Lenders and (b) if there is no third-party Winning Bidder, the Prepetition Secured Lenders will take control of Z Gallerie through a a debt for equity exchange. Specifically, under the terms of the Plan, holders of Claims and Interests will receive the following treatment: -- Secured Tax Claims, Other Secured Claims, and Other Priority Claims will be paid in full, in cash on the Effective Date or otherwise provided treatment as to render such Claims unimpaired. -- Allowed Secured Revolving Loan Claims will receive (a) if an Entity other than the Secured Credit Agreement Lenders is the Winning Bidder, its Pro Rata share of payment from the Secured Credit Agreement Distributable Cash up to payment in full or (b) if the Secured Credit Agreement Lenders are the Winning Bidder, its Pro Rata share of [] percent of the Reorganized Debtors Interests outstanding on the Effective Date. -- Holders of Secured Term Loan Claims will receive (a) if an Entity other than the Secured Credit Agreement Lenders is the Winning Bidder, its Pro Rata share of payment from the Secured Credit Agreement Distributable Cash up to payment in full or (b) if the Secured Credit Agreement Lenders are the Winning Bidder, its Pro Rata share of [] percent of the Reorganized Debtors Interests outstanding on the Effective Date. -- Holders of Critical Trade Claims will receive their Pro Rata share of [the General Unsecured Claims Recovery Pool]. -- Holders of General Unsecured Claims will receive their [Pro Rata share of the Critical Trade Claims Recovery Pool, plus any excess distributable cash proceeds depending on the outcome of the Auction]. The Debtors believe that the Plan maximizes stakeholder recoveries in the Chapter 11 Cases as any alternative to a going-concern sale or reorganization would materially reduce recoveries to claim holders. A copy of the Disclosure Statement dated March 22, 2019 is available at http://tinyurl.com/y6smmx6tat stretto.com. About Z Gallerie Z Gallerie, LLC -- https://www.zgallerie.com/ -- is a retailer of home decor products. It operates 76 retail stores in 28 states as of the petition date. Z Gallerie and its affiliate Z Gallerie Holding Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10488) on March 11, 2019. At the time of the filing, the Debtors had estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The Debtors tapped Klehr Harrison Harvey Branzburg LLP and Kirkland & Ellis as legal counsel; Lazard Middle Market LLC as investment banker; Berkeley Research Group, LLC as restructuring advisor; and Stretto as claims and noticing agent. [^] BOND PRICING: For the Week from March 25 to 29, 2019 -------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Aceto Corp ACET 2.000 58.500 11/1/2020 Acosta Inc ACOSTA 7.750 15.530 10/1/2022 Acosta Inc ACOSTA 7.750 15.996 10/1/2022 Aegerion Pharmaceuticals Inc AEGR 2.000 68.250 8/15/2019 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 8.250 6/15/2021 Bristow Group Inc BRS 6.250 18.718 10/15/2022 Bristow Group Inc BRS 4.500 21.000 6/1/2023 Cenveo Corp CVO 6.000 25.750 8/1/2019 Cenveo Corp CVO 8.500 1.346 9/15/2022 Cenveo Corp CVO 8.500 1.346 9/15/2022 Cenveo Corp CVO 6.000 0.894 5/15/2024 Cenveo Corp CVO 6.000 25.750 8/1/2019 Chukchansi Economic Development Authority CHUKCH 9.750 59.992 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 59.514 5/30/2020 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 12.000 20.805 11/1/2021 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 6.375 5.764 3/15/2024 DBP Holding Corp DBPHLD 7.750 36.419 10/15/2020 DBP Holding Corp DBPHLD 7.750 36.419 10/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 Ditech Holding Corp DHCP 9.000 9.500 12/31/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 45.078 5/1/2020 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 35.485 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 6.375 21.158 6/15/2023 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 23.226 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 35.571 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 23.777 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 23.777 9/1/2022 EXCO Resources Inc XCOO 7.500 9.125 9/15/2018 EXCO Resources Inc XCOO 8.500 17.750 4/15/2022 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 38.125 10/15/2019 Federal Farm Credit Banks FFCB 3.000 99.817 10/12/2022 Federal Farm Credit Banks FFCB 2.820 99.897 3/4/2021 Federal Farm Credit Banks FFCB 1.250 99.891 3/29/2019 Federal Farm Credit Banks FFCB 3.000 99.756 4/18/2023 Federal Farm Credit Banks FFCB 2.860 99.797 7/16/2021 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Hexion Inc HXN 13.750 33.839 2/1/2022 Hexion Inc HXN 7.875 35.078 2/15/2023 Hexion Inc HXN 9.200 25.001 3/15/2021 Hexion Inc HXN 13.750 33.713 2/1/2022 HomeAway Inc EXPE 0.125 99.175 4/1/2019 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Hornbeck Offshore Services Inc HOS 5.875 60.021 4/1/2020 Hornbeck Offshore Services Inc HOS 5.000 54.879 3/1/2021 Iconix Brand Group Inc ICON 5.750 25.000 8/15/2023 Jones Energy Holdings LLC / Jones Energy Finance Corp JONE 6.750 4.420 4/1/2022 Jones Energy Holdings LLC / Jones Energy Finance Corp JONE 9.250 3.102 3/15/2023 Lazard Group LLC LAZ 4.250 102.303 11/14/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 25.275 12/1/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 6.625 25.904 12/1/2021 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Inc LEH 7.500 1.847 8/1/2026 MF Global Holdings Ltd MF 6.750 14.485 8/8/2016 MF Global Holdings Ltd MF 9.000 14.500 6/20/2038 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 17.000 7/1/2026 Monitronics International Inc MONINT 9.125 17.717 4/1/2020 Morgan Stanley MS 4.177 99.535 3/30/2019 Murray Energy Corp MURREN 11.250 52.621 4/15/2021 Murray Energy Corp MURREN 11.250 52.746 4/15/2021 Murray Energy Corp MURREN 9.500 48.075 12/5/2020 Murray Energy Corp MURREN 9.500 48.075 12/5/2020 Neiman Marcus Group Ltd LLC NMG 8.000 52.904 10/15/2021 Neiman Marcus Group Ltd LLC NMG 8.000 52.343 10/15/2021 Oldapco Inc APPPAP 9.000 3.208 6/1/2020 Pernix Therapeutics Holdings Inc PTX 4.250 0.361 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 0.361 4/1/2021 Photronics Inc PLAB 3.250 100.917 4/1/2019 Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024 Regency Centers LP REG 4.800 103.503 4/15/2021 Renco Metals Inc RENCO 11.500 26.375 7/1/2003 Rolta LLC RLTAIN 10.750 10.392 5/16/2018 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 39.731 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 9.233 38.000 8/1/2019 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 35.343 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 39.235 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 35.392 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 9.233 34.331 8/1/2019 Sanchez Energy Corp SNEC 6.125 13.589 1/15/2023 Sanchez Energy Corp SNEC 7.750 14.062 6/15/2021 SandRidge Energy Inc SD 7.500 0.888 2/15/2023 Sears Holdings Corp SHLD 6.625 22.500 10/15/2018 Sears Holdings Corp SHLD 6.625 15.499 10/15/2018 Sears Roebuck Acceptance Corp SHLD 7.500 79.625 10/15/2027 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 StandardAero Aviation Holdings Inc DAEAVI 10.000 107.287 7/15/2023 StandardAero Aviation Holdings Inc DAEAVI 10.000 107.460 7/15/2023 Sungard Availability Services Capital Inc SUNASC 8.750 4.000 4/1/2022 Sungard Availability Services Capital Inc SUNASC 8.750 4.092 4/1/2022 Synergy Pharmaceuticals Inc SGYP 7.500 53.250 11/1/2019 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Toys R Us - Delaware Inc TOY 8.750 3.000 9/1/2021 Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021 Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021 UCI International LLC UCII 8.625 4.780 2/15/2019 Ultra Resources Inc UPL 7.125 21.776 4/15/2025 Ultra Resources Inc UPL 6.875 32.906 4/15/2022 Ultra Resources Inc UPL 6.875 33.445 4/15/2022 Ultra Resources Inc UPL 7.125 21.776 4/15/2025 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 6.375 26.000 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 7.750 26.063 10/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 6.375 25.250 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 7.750 26.250 10/1/2021 Windstream Services LLC / Windstream Finance Corp WIN 7.500 26.000 4/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 7.500 28.063 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 8.750 28.000 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 6.375 26.500 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.750 25.031 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.750 26.114 10/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.750 26.151 10/1/2021 Windstream Services LLC / Windstream Finance Corp WIN 7.750 26.114 10/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.750 26.151 10/1/2021 iHeartCommunications Inc IHRT 9.000 68.000 12/15/2019 iHeartCommunications Inc IHRT 14.000 12.750 2/1/2021 iHeartCommunications Inc IHRT 6.875 10.625 6/15/2018 iHeartCommunications Inc IHRT 7.250 10.750 10/15/2027 iHeartCommunications Inc IHRT 9.000 71.076 12/15/2019 iHeartCommunications Inc IHRT 14.000 11.937 2/1/2021 iHeartCommunications Inc IHRT 9.000 71.076 12/15/2019 iHeartCommunications Inc IHRT 9.000 71.076 12/15/2019 iHeartCommunications Inc IHRT 14.000 11.937 2/1/2021 rue21 inc RUE 9.000 1.470 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. 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