/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190403.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, April 3, 2019, Vol. 23, No. 92 Headlines 2200 NEW YORK: Seeks to Hire Scura Wigfield as Attorney 540P PROPERTIES: Hires Perry N. Bass as Bankruptcy Counsel 948-988 GREENE: Seeks to Hire Archer & Greiner as Counsel A GREENER GLOBE: May 22 Plan Confirmation Objection Deadline ACHAOGEN INC: Incurs $47.5 Million Net Loss in Fourth Quarter ACHAOGEN INC: Robert Duggan Has 6.8% Stake as of March 26 AINSWORTH TRUCK: U.S. Trustee Unable to Appoint Committee ALAMO GRADING: April 29 Plan Confirmation Hearing AMERICAN RENAL: S&P Puts 'B' Issuer Credit Rating on Watch Neg. AMYRIS INC: Loyola Capital Has 10.8% Stake as of March 26 ARALEZ PHARMACEUTICALS: Files 2nd Amended Liquidating Plan ASH RESTAURANT: Hires Francesco Laudadio as Accountant AURORA COMMERCIAL: Taps Prime Clerk as Claims Agent BAVARIA YACHTS: Unsecured Creditors to Get 20% of Allowed Claims BLACK KNIGHT: S&P Alters Outlook to Stable on Increased Leverage BLACK RIDGE: Lends $200,000 to BRAC C&H 66 QUICK: April 25 Hearing on Amended Plan and Disclosures CALVARY COMMUNITY: Clark County Acquires Assets for $7.75 Million CAMELOT CLUB: May 14 Plan Confirmation Hearing CAREVIEW COMMUNICATIONS: Incurs $16.1 Million Net Loss in 2018 CAVISTON INC: Seeks to Hire Smith Kane as Legal Counsel CBAK ENERGY: Delays Filing of 2018 Form 10-K CBCS WASHINGTON: Seeks to Hire Robinson Brog as Counsel CHENIERE CORPUS: Moody's Hikes Ratings to Ba2, Outlook Positive CITY POWER AND GAS: Seeks to Hire Hodgson Russ as Special Counsel CLASSICAL ACADEMY: S&P Alters Outlook to Stable on Weak Finances COATES INTERNATIONAL: Delays Filing of 2018 Annual Report COMPASS MINERALS: Moody's Lowers Corp. Family Rating to Ba3 COTTAGE CAR: Case Summary & 6 Unsecured Creditors CREDIAUTOUSA FINANCIAL: Case Summary & 20 Unsecured Creditors CRS CAPITAL: Case Summary & Unsecured Creditor DIESEL USA: Seeks to Hire Arent Fox as Bankruptcy Counsel DIESEL USA: Seeks to Hire Keen-Summit as Real Estate Advisor DIESEL USA: Seeks to Hire Mr. Samson of Getzler Henrich as CRO DIESEL USA: Seeks to Hire Young Conaway as Co-Counsel DPW HOLDINGS: Prices $7 Million Public Offering of Securities ENSIGN DRILLING: Moody's Assigns B1 CFR & Rates New $700MM Notes B2 ENSIGN DRILLING: S&P Assigns 'BB-' ICR, Rates $700MM Debt 'BB-' EPR PROPERTIES: Fitch Affirms BB Preferred Stock Rating EVEN STEVENS: Taps Davis Miles as Legal Counsel FERMARALIZ CORP: Seeks to Hire Fraticelli as Accountant FIRST NBC BANK: Hires Globic Advisors as Limited Noticing Agent FRANK INVESTMENTS: Hires Mr. Barbee of GlassRatner as CRO FS ENERGY: Moody's Withdraws Ba3 Rating on Senior Credit Facility GAMCO INVESTORS: Moody's Affirms 'Ba1' LT CFR & Sr. Unsec. Rating GMI GROUP INC: Seeks to Hire Freed Howard as Special Counsel GORE FREIGHT COMPANY: Hires Whitworth Law as Attorney GRAY LAND: U.S. Trustee Unable to Appoint Committee GREEK BROS: May 28 Hearing on Chapter 11 Plan GRESHAM & GRAHAM: Seeks to Hire Jimmy Borunda as Legal Counsel GULF COAST: Unsecured Creditors to Get 100% in 12 Installments HEATH OIL: May 6 Plan Confirmation Hearing HELIOS AND MATHESON: Sabby Volatility Has 9.9% Stake as of March 26 HELIX ACQUISITION: S&P Cuts ICR to 'B-', Outlook Stable HEXION HOLDINGS: Case Summary & 30 Largest Unsecured Creditors HEXION INC.: S&P Lowers ICR to 'D' on Chapter 11 Bankruptcy Filing HOME BOUND HEALTHCARE: Hires John D. Ioakimidis as Attorney HOSNER HOLDINGS: May 8 Plan Confirmation Hearing HOVNANIAN ENTERPRISES: Completes 1-for-25 Reverse Stock Split HUFFERMEN INC: Plan Funded by Operations, Excess Cash Flow IBERIABANK CORP: S&P Rates Preferred Issuance 'BB' IDEAL DEVELOPMENT: Unsecureds to Get $12K in Semi-Annual Payments IMMUNE PHARMACEUTICALS: Committee Hires Porzio as Attorney JAGUAR HEALTH: Oasis Capital Has 9.9% Stake as of March 22 JBS USA: Moody's Rates Proposed $650MM Unsecured Notes 'Ba3' JBS USA: S&P Rates $650MM New Sr. Unsec. Notes 'BB-' JOHN ADAMS ACADEMIES: S&P Lowers Revenue Bond Rating to 'BB' JOHN HULL: May 9 Plan Confirmation Hearing KLC SAN DIEGO: U.S. Trustee Unable to Appoint Committee KODRENYC LLC: U.S. Trustee Unable to Appoint Committee KONA GRILL: BBS-Zheng Group Has 37.3% Stake as of March 27 KONA GRILL: Hires Financial Advisor to Evaluate Alternatives LAKOTA INC: U.S. Trustee Unable to Appoint Committee LDJ ENTERPRISES: Confirmation Denied Due to Lack of Feasibility LEXMARK INT'L: Fitch Puts CCC+ IDR on Ratings Watch Positive LODESTONE OPERATING: April 24 Plan Confirmation Hearing MARRONE BIO: Incurs $20.2 Million Net Loss in 2018 MCCLATCHY CO: Leon Cooperman Owns 5.6% of CL-A Shares as of March 1 MERITOR INC: Fitch Alters Outlook on 'BB-' LT IDR to Positive MESOBLAST LIMITED: Signs MOU for Revascor Confirmatory Trial MIDATECH PHARMA: Gets Approval for EUR6.6M Spanish Government Loan MISHAL PETROLEUM: Voluntary Chapter 11 Case Summary MISSION COAL: W. Va. DEP Objects to Plan Confirmation MJJW PORTFOLIO: May 19 Plan Confirmation Hearing MOMENTIVE PERFORMANCE: S&P Hikes ICR to 'B+'; Rating on Watch Pos. MUNCHERY INC: U.S. Trustee Appoints 2 New Committee Members NORTHERN BOULEVARD: Seeks to Hire Spence Law Office as Counsel NOVABAY PHARMACEUTICALS: Reports $6.54 Million Net Loss for 2018 ORCHIDS PAPER: Case Summary & 20 Largest Unsecured Creditors OREXIGEN THERAPEUTICS: May 17 Plan Confirmation Hearing PARIS MANAGEMENT: LendingHome Objects to Plan Confirmation PARKER DRILLING: Completes Financial Restructuring, Exits Ch.11 PERFORMANCE POOL: Case Summary & 20 Largest Unsecured Creditors PRECIPIO INC: Needs More Time to File its Form 10-K PRESCRIPTION ADVISORY: Noteholders Object to Plan Confirmation PRO TANK PRODUCTS: K. Detienne Objects to Plan Confirmation PRO TANK PRODUCTS: TCFEF Objects to Disclosure Statement PROTEROS LLC: Amends Treatment of Secured Claims in New Plan PYRATECH SECURITY: Unsecured Creditors to Get 100% in 72 Payments R & R TRUCKING: U.S. Trustee Unable to Appoint Committee REDIGI INC: April 30 Hearing on Disclosure Statement Approval SANCILIO PHARMACEUTICALS: TXMD Objects to Disclosure Statement SEED TO SCALE: U.S. Trustee Unable to Appoint Committee SENIOR CARE: Court Okays Sabra Health Settlement Agreement SILICON ALLEY: Court Confirms Plan of Reorganization SIZMEK INC: Case Summary & 50 Largest Unsecured Creditors SOUTHCROSS ENERGY: Case Summary & 20 Largest Unsecured Creditors ST. ALBANS CLEANERS: May 1 Plan Objection Deadline STRIDE ACADEMY, MN: S&P Cuts 2016A Lease Revenue Bond Rating to 'D' TITANIUM HOLDING: Seeks to Hire Jeffrey M. Sherman as Counsel TORIKADE INC: U.S. Trustee Objects to Plan Confirmation TRINITY PUBLIC UTILITY, CA: S&P Puts Rev. Bond Rating on Watch Neg. TSC DORSEY RUN: May 8 Approval Hearing on Disclosure Statement URUS GROUP: Disclosure Statement Hearing Set for May 2 W RESOURCES: Has $495K Estimated Admin. Expense Claim WITTER HARVESTING: Case Summary & 20 Largest Unsecured Creditors YUMA ENERGY: Terminates CEO Sam Banks ********* 2200 NEW YORK: Seeks to Hire Scura Wigfield as Attorney ------------------------------------------------------- 2200 New York Ave, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Scura Wigfield Heyer Stevens and Cammarota, LLP, as attorney to the Debtor. 2200 New York requires Scura Wigfield to: a. give advice to the Debtor regarding its powers and duties as Debtor in the operation of its business; b. represent the Debtor in bankruptcy matters and adversary proceedings; and c. perform all legal service for the Debtor which may be necessary Scura Wigfield will be paid at these hourly rates: Partners $425 Associates $375 Paralegals $175 Scura Wigfield will also be reimbursed for reasonable out-of-pocket expenses incurred. David L. Stevens, a partner at Scura Wigfield, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Scura Wigfield can be reached at: David L. Stevens, Esq. SCURA WIGFIELD HEYER STEVENS & CAMMAROTA, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: (973) 696-8391 About 2200 New York Ave, LLC 2200 New York Ave, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-12918) on Feb. 12, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Scura Wigfield Heyer Stevens and Cammarota, LLP. 540P PROPERTIES: Hires Perry N. Bass as Bankruptcy Counsel ---------------------------------------------------------- 540P Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Perry N. Bass, as bankruptcy counsel to the Debtor. 540P Properties requires Perry N. Bass to: a. advise the Debtor with respect to its powers and duties as debtor-in-possession in the continued management and operation of its business and properties; b. advise and consult on the conduct of the Chapter 11 case, including all the legal and administrative requirements of operating in Chapter 11; c. attend meetings and negotiate with representatives of creditors and other parties in interest; d. take all necessary actions to protect and preserve the Debtor's estate, including to prosecute actions on the Debtor's behalf, defend any actions commenced against the Debtor, and represent the Debtor in negotiations concerning litigation in which the Debtor is involved, including to prosecute objections to claims filed against the Debtor's estate; e. prepare pleadings in connection with the Chapter 11 case, including motions, applications, answers, draft orders, reports, and other documents necessary or otherwise beneficial to the administration of the Debtor's estate; f. represent the Debtor in connection with obtaining authority to use cash collateral; g. appear before the Court and appellate courts as appropriate to represent the interests of the Debtor's estate; h. take any necessary actions on behalf of the Debtor to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan of reorganization and all documents related thereto; and i. perform all other necessary legal services for the Debtor in connection with the prosecution of the Chapter 11 case. Perry N. Bass will be paid based upon its normal and usual hourly billing rates. Perry N. Bass will be paid a retainer in the amount of 10,000, plus $1,717 filing fee. Perry N. Bass will also be reimbursed for reasonable out-of-pocket expenses incurred. Perry N. Bass, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Perry N. Bass can be reached at: Perry N. Bass, Esq. P.O. Box 52163 Houston, TX 77052 Tel: (713) 839-7440 About 540P Properties 540P Properties, LLC, is the owner of a single asset, a commercial building located at 540 Preston Rd., Pasadena, Texas. 540P Properties filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 19-31233) on March 4, 2019. The Debtor hired Perry N. Bass, as bankruptcy counsel. 948-988 GREENE: Seeks to Hire Archer & Greiner as Counsel --------------------------------------------------------- 948-988 Greene Avenue Housing Development Fund Corporation seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Archer & Greiner, P.C., as counsel to the Debtor. 948-988 Greene requires Archer & Greiner to: (a) represent the Debtor in its Chapter 11 case and any matter, proceeding or hearing in the Bankruptcy Court, and in any action in other courts where the rights of the Debtor may be litigated or affected as a result of this case; (b) advise the Debtor concerning the requirements of the Bankruptcy Code and Bankruptcy Rules and the requirements of the Office of the U.S. Trustee relating to the discharge of its duties under the Bankruptcy Code; (c) represent the Debtor regarding real estate issues, transactions and litigation as they may appear this Chapter 11 case; (d) represent the Debtor in any litigation matter as it may appear this Chapter case; (e) assist the Debtor with reports to the Court, monthly operating statements, fee applications or other matters required by the Court or the United States Trustee; and (f) perform such other legal services as may be required under the circumstances of this Chapter 11 case. Archer & Greiner will be paid based upon its normal and usual hourly billing rates. On February 8, 2019, the Debtor paid Archer & Greiner a retainer of $25,000, $1,717 filing fee. After deducting pre-petition fees and expenses totaling $10,654.10, the remaining balance of $16,062.90 was held in the firm's trust account. Archer & Greiner will also be reimbursed for reasonable out-of-pocket expenses incurred. Allen G. Kadish, a partner of Archer & Greiner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Archer & Greiner can be reached at: Allen G. Kadish, Esq. Harrison H.D. Breakstone, Esq. ARCHER & GREINER, P.C. 630 Third Avenue New York, NY 10017 Tel: (212) 682-4940 E-mail: akadish@archerlaw.com hbreakstone@archerlaw.com About 948-988 Greene Avenue Housing Development Fund Corporation 948-988 Greene Avenue Housing Development Fund Corporation filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 19-40823) on Feb. 11, 2019. The Debtor hired Archer & Greiner, P.C., as counsel. A GREENER GLOBE: May 22 Plan Confirmation Objection Deadline ------------------------------------------------------------ The Disclosure Statement explaining the Chapter 11 Plan filed by the Trustee, Russell K. Burbank, for A Greener Globe, is approved. The Confirmation Hearing will commence on June 5, 2019, at 11:00 a.m. Any objections to the Plan will be filed by May 22, 2019 The Trustee will file a Tabulation of Ballots and evidence in support of confirmation on or before May 29, 2019. About A Greener Globe A Greener Globe is a California corporation qualified to do business as a non-profit public benefit corporation. Incorporated on Dec. 7, 1993, the Company was formed to operate recycling centers, provide educational materials and information on conservation and recycling, and provide employment for physically and mentally challenged individuals. A Greener Globe sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21900) on March 28, 2016, estimating under $1 million in both assets and liabilities. The Debtor was represented by W. Steven Shumway, Esq. On June 14, 2015, the Court approved the Office of the U.S. Trustee's appointment of Russell K. Burbank as the Chapter 11 trustee. The Chapter 11 trustee tapped Felderstein Fitzgerald Willoughby & Pascuzzi LLP as legal counsel; Diepenbrock Elkin Gleason LLP as special counsel; Burr, Pilger Mayer Inc. as accountant; Wallace-Kuhl & Associates as environmental consultant; and Business Debt Solutions Inc. as loan broker. No official committee of unsecured creditors has been appointed in the case. ACHAOGEN INC: Incurs $47.5 Million Net Loss in Fourth Quarter ------------------------------------------------------------- Achaogen, Inc. reported financial results for the fourth quarter and year ended Dec. 31, 2018, and provided an update on its commercial and corporate activities. "The team continues to make progress on our launch objectives including gaining formulary access, contracting with physician-owned outpatient infusion centers, and driving ZEMDRI adoption in key markets," said Blake Wise, Achaogen's chief executive officer. "We also remain focused on assessing key opportunities through our review of strategic alternatives." Recent Highlights * ZEMDRI (plazomicin) Launch: The commercial organization continues to focus on areas of promising initial sales uptake and building a foundation to support adoption of ZEMDRI. Leading indicators such as the number of formulary reviews and approvals, contracts signed with physician-owned outpatient infusion centers, and adoption of antibiotic susceptibility testing and therapeutic drug management continue to trend positively. To date, 75 percent of ZEMDRI use has been in the outpatient setting. • Plazomicin Marketing Authorization Application (MAA): The Company has received the Day 120 List of Questions from the European Medicines Agency (EMA) as part of the centralized review process of the MAA for plazomicin. * C-Scape Oral Antibiotic Program: The Company's second antibacterial candidate is ready to enter a new Phase 1 human pharmacology study based on in vitro and in vivo experiments with a revised drug product. C-Scape is designed for infections due to ESBL-producing Enterobacteriaceae. * Review of Strategic Alternatives and Corporate Restructuring: The Company remains focused on the review of strategic alternatives and, to support this, recently initiated a further restructuring to reduce quarterly cash operating expenses to $15 million to $17 million per quarter, starting in the second quarter of 2019. Fourth Quarter and Year 2018 Financial Results At Dec. 31, 2018, Achaogen had $31.0 million in unrestricted cash, cash equivalents and short-term investments compared to $164.8 million at Dec. 31, 2017. Achaogen also had $25.5 million in restricted cash as of Dec. 31, 2018 compared to $9.7 million at Dec. 31, 2017. Subsequent to Dec. 31, 2018, Achaogen issued 15,000,000 shares of common stock under a public offering for net proceeds of $13.6 million, after deducting the sales commissions and offering expenses. Achaogen reported ZEMDRI net product sales of $0.5 million for the three months-ended Dec. 31, 2018 and $0.8 million for the year ended Dec. 31, 2018. The full commercial launch of ZEMDRI occurred on July 20, 2018; there were no similar product sales in the same period in 2017. Contract revenue totaled $1.5 million for the fourth quarter of 2018 compared to $1.9 million for the same period of 2017. Contract revenue for the year ended Dec. 31, 2018 was $7.9 million compared to $11.2 million for the year ended Dec. 31, 2017. The decrease in contract revenue during the fourth quarter and the year ended Dec. 31, 2018, was primarily due to lower contract revenue from Biomedical Advanced Research and Development Authority (BARDA). As of Dec. 31, 2018, $6.8 million remains on Option 1 of the BARDA C-Scape contract. Research and Development expenses in the fourth quarter of 2018 were $13.4 million, compared to $29.5 million reported for the same period in 2017. The decrease in R&D expenses during the quarter was attributable to a decrease in personnel and facility-related costs. For the full year 2018, research and development expenses were $103.0 million, compared to $95.6 million for the full year 2017. The increase in 2018 R&D expenses was primarily attributable to ZEMDRI pre-launch activities in the first half of 2018, C-Scape and early research programs, and license-related milestone payments. Selling, general and administrative expenses in the fourth quarter of 2018 were $16.9 million, compared to $14.5 million for the same period in 2017. For the full year 2018, SG&A expenses were $71.4 million, compared to $41.9 million for the full year 2017. The increase in SG&A expenses for the quarter and the year 2018 was primarily attributable to an increase in personnel and facility-related costs, and costs related to the commercialization of ZEMDRI. Restructuring expenses in the fourth quarter of 2018 were $15.6 million and for the full year of 2018, were $23.5 million. There were no restructuring charges in the same periods in 2017. Restructuring charges include severance and payroll-related costs, stock-based compensation costs, fixed asset impairment and net facility exit costs related to the Company's corporate restructurings announced in July and November 2018. Change in warrant and derivative liabilities for the fourth quarter of 2018 was a $2.1 million gain compared to a $5.9 million gain for the same period in 2017. The decrease was primarily related to the revaluation of warrants issued in the private placement of common stock and warrants to purchase common stock in June 2016. Achaogen reported a net loss of $47.5 million for the fourth quarter of 2018, compared to a net loss of $36.4 million for the same period in 2017. Basic and diluted net loss was $1.01 per share for the fourth quarter of 2018, compared to diluted net loss of $0.98 per share for the same period of 2017. For the year ended Dec. 31, 2018, net loss was $186.5 million, or diluted net loss of $4.25 per share, compared to a net loss of $125.6 million, or diluted net loss of $3.17 per share, for the year ended Dec. 31, 2017. As of Dec. 31, 2018, there were approximately 48.2 million shares of common stock outstanding. A full-text copy of the press release is available for free at: https://is.gd/QhiLDp About Achaogen, Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a biopharmaceutical company committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. Achaogen's first commercial product is ZEMDRI, for the treatment of adults with complicated urinary tract infections, including pyelonephritis. The Achaogen ZEMDRI program was funded in part with federal funds from the Biomedical Advanced Research and Development Authority (BARDA). The Company is currently developing C-Scape, an orally-administered beta-lactam/beta-lactamase inhibitor combination, which is also supported by BARDA. C-Scape is investigational, has not been determined to be safe or efficacious, and has not been approved for commercialization. Achaogen incurred a net loss of $125.6 million in 2017, a net loss of $71.22 million in 2016, and a net loss of $27.09 million in 2015. As of Sept. 30, 2018, Achaogen had $97.30 million in total assets, $62.51 million in total liabilities, $10 million in contingently redeemable common stock, and $24.78 million in total stockholders' equity. As of Sept. 30, 2018, the Company had working capital of $41.0 million and unrestricted cash, cash equivalents and short-term investments of $58.2 million. On Nov. 5, 2018, the Company announced that it has begun a review of strategic alternatives to maximize shareholder value, including but not limited to the potential sale or merger of the Company or its assets. The Company may be unable to identify or execute such strategic alternatives for it, and even if executed such strategic alternatives may not enhance stockholder value or its financial position. The Company also announced on Nov. 5, 2018 a restructuring of its organization to preserve cash resources which is expected to reduce total operating expenses by approximately 35-40 percent, excluding one-time charges. The restructuring is expected to be largely completed before the end of 2018. The restructuring is designed to focus the Company's cash resources on the continued successful launch of ZEMDRI and advancing C-Scape. These estimates are subject to a number of assumptions, and actual results may differ. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring. "Based on our available cash resources, which exclude restricted cash and $25.0 million which will be collateralized in connection with the SVB Loan Agreement if our cash balance falls below a certain threshold, we believe we have sufficient funds to support current planned operations through the middle of the first quarter of 2019. This condition results in the assessment that there is substantial doubt about our ability to continue as a going concern," the Company said in its Quarterly Report for the period ended Sept. 30, 2018. ACHAOGEN INC: Robert Duggan Has 6.8% Stake as of March 26 --------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these individual and entities reported beneficial ownership of shares of common stock of Achaogen, Inc. as of March 26, 2019: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------------ Robert W. Duggan 4,320,551 6.8% Genius Inc. 170 Less Than 1% Blaze-On Corporation 30,000 Less Than 1% Robert W. Duggan Foundation 100,255 Less Than 1% As of the close of business on March 28, 2019, Mr. Duggan directly owned 4,190,126 Shares. As the sole shareholder of Genius Inc., Mr. Duggan may be deemed the beneficial owner of the 170 Shares owned by Genius Inc. As the sole officer and sole director of Blaze-On, Mr. Duggan may be deemed the beneficial owner of the 30,000 Shares owned by Blaze-On. As the president of RWD Foundation, Mr. Duggan may be deemed the beneficial owner of the 100,255 Shares owned by RWD Foundation. The aggregate percentage of Shares reported owned by each of the Reporting Persons is based on 63,206,001 Shares outstanding, as of Feb. 22, 2019, which is the total number of Shares outstanding as advised by the Issuer on Feb. 25, 2019. A full-text copy of the regulatory filing is available at no charge at: https://is.gd/nWkzQK About Achaogen, Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a biopharmaceutical company committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. Achaogen's first commercial product is ZEMDRI, for the treatment of adults with complicated urinary tract infections, including pyelonephritis. The Achaogen ZEMDRI program was funded in part with federal funds from the Biomedical Advanced Research and Development Authority (BARDA). The Company is currently developing C-Scape, an orally-administered beta-lactam/beta-lactamase inhibitor combination, which is also supported by BARDA. C-Scape is investigational, has not been determined to be safe or efficacious, and has not been approved for commercialization. Achaogen incurred a net loss of $125.6 million in 2017, a net loss of $71.22 million in 2016, and a net loss of $27.09 million in 2015. As of Sept. 30, 2018, Achaogen had $97.30 million in total assets, $62.51 million in total liabilities, $10 million in contingently redeemable common stock, and $24.78 million in total stockholders' equity. As of Sept. 30, 2018, the Company had working capital of $41.0 million and unrestricted cash, cash equivalents and short-term investments of $58.2 million. On Nov. 5, 2018, the Company announced that it has begun a review of strategic alternatives to maximize shareholder value, including but not limited to the potential sale or merger of the Company or its assets. The Company may be unable to identify or execute such strategic alternatives for it, and even if executed such strategic alternatives may not enhance stockholder value or its financial position. The Company also announced on Nov. 5, 2018 a restructuring of its organization to preserve cash resources which is expected to reduce total operating expenses by approximately 35-40 percent, excluding one-time charges. The restructuring is expected to be largely completed before the end of 2018. The restructuring is designed to focus the Company's cash resources on the continued successful launch of ZEMDRI and advancing C-Scape. These estimates are subject to a number of assumptions, and actual results may differ. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring. "Based on our available cash resources, which exclude restricted cash and $25.0 million which will be collateralized in connection with the SVB Loan Agreement if our cash balance falls below a certain threshold, we believe we have sufficient funds to support current planned operations through the middle of the first quarter of 2019. This condition results in the assessment that there is substantial doubt about our ability to continue as a going concern," the Company said in its Quarterly Report for the period ended Sept. 30, 2018. AINSWORTH TRUCK: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee on March 28 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Ainsworth Truck Leasing, LLC. About Ainsworth Truck Leasing LLC Ainsworth Truck Leasing, LLC is a privately held company in the specialized freight trucking industry. Ainsworth Truck Leasing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-20061) on February 7, 2019. At the time of the filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge David R. Jones. The Debtor tapped Okin & Adams LLP as its legal counsel. ALAMO GRADING: April 29 Plan Confirmation Hearing ------------------------------------------------- The Disclosure Statement explaining Alamo Grading, LLC's Chapter 11 Plan of Reorganization is approved. A hearing on the confirmation of the Debtor's Plan will be held on April 29, 2019, at 10:30 a.m., in the United States Bankruptcy Court for the Western District of Texas, San Antonio Division, Courtroom No. 1, 3RD Floor, 615 E. Houston Street, San Antonio, Texas 78205. Objections to confirmation of the Plan will be filed and served on or before April 22, 2019. About Alamo Grading Alamo Grading LLC is a licensed and bonded freight shipping and trucking company running freight hauling business from San Antonio, Texas. Alamo Grading filed for protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-52471) on Oct. 19, 2018, estimating under $1 million in assets and liabilities. James Samuel Wilkins at Willis & Wilkins, LLP represent the Debtor as counsel. AMERICAN RENAL: S&P Puts 'B' Issuer Credit Rating on Watch Neg. --------------------------------------------------------------- S&P Global Ratings placed its ratings on American Renal Associates Holdings Inc., including the 'B' issuer credit rating, on CreditWatch with negative implications. The CreditWatch placement follows the announcement that ARA will restate all of its historical financial statements due to certain revenue recognition, collection, and related matters. "We expect to resolve the CreditWatch when we receive the final audited financial statements. We could lower the rating if there are extended delays in ARA's SEC filings or if we believe cash flow generation will decline materially. We could affirm the rating if we gain confidence that the company is resolving the internal control issues and can generate cash flow after distribution to noncontrolling interests and maintenance capex, but before growth capex of at least $20 million," S&P said. AMYRIS INC: Loyola Capital Has 10.8% Stake as of March 26 --------------------------------------------------------- Loyola Capital Management, LLC disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of March 26, 2019, it beneficially owns 8,300,000 shares of common stock of Amyris, Inc., which represents 10.82 percent of the shares outstanding. Robert J. Reynolds also reported beneficial ownership of 570,000 Common Shares as of that date. A full-text copy of the regulatory filing is available for free at: https://is.gd/MMOqmT About Amyris, Inc. Amyris, Inc., Emeryville, California, is an industrial biotechnology company that applies its technology platform to engineer, manufacture and sell natural, sustainably sourced products into the health & wellness, clean skincare, and flavors & fragrances markets. The Company's proven technology platform enables the Company to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive manufacturing processes. The Company has successfully used its technology to develop and produce five distinct molecules at commercial volumes. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2017, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has current debt service requirements that raise substantial doubt about its ability to continue as a going concern. Amyris incurred net losses of $72.32 million in 2017, $97.33 million in 2016, and $217.95 million in 2016. As of Sept. 30, 2018, Amyris had $122.7 million in total assets, $323.3 million in total liabilities, $5 million in contingently redeemable common stock, and a total stockholders' deficit of $205.6 million. ARALEZ PHARMACEUTICALS: Files 2nd Amended Liquidating Plan ---------------------------------------------------------- On March 6, 2019, each of Aralez Pharmaceuticals US Inc. and its debtor affiliates other than Aralez Pharmaceuticals Trading DAC filed a First Amended Joint Liquidating Plan. On March 22, 2019, the Debtors filed a form of the Second Amended Joint Liquidating Plan, which, among other things, amended the First Amended Plan to include Trading DAC as a "Debtor." CLASS 4 - GENERAL UNSECURED CLAIMS are impaired. Each holder of an Allowed General Unsecured Claim shall receive in full satisfaction, settlement, and release of, and in exchange for such Allowed General Unsecured Claim (i) on the Effective Date its Pro Rata share of the GUC Distribution, and (ii) subject to Section 5.01(c) of the Plan, its Pro Rata share of the Net Preference Recovery Proceeds. CLASS 1 - PREPETITION LENDER CLAIMS are impaired. Each holder of an Allowed Prepetition Lender Claim shall receive (i) Cash in an amount equal to the Net Cash Proceeds from the Sales, which shall not include the Cash for the Committee Settlement or the Wind-Down Account; and/or (ii) title to the property securing such Allowed Class 1 Claim to the holder of such Claim. The Prepetition Lender Claims are Allowed Claims under the Plan. CLASS 5 - INTERCOMPANY CLAIMS are impaired. Any and all Intercompany Claims, shall, at the option of the Debtors, either be extinguished and/or cancelled on, or as soon as reasonably practicable after, the Effective Date. CLASS 6 - EXISTING API INTERESTS are impaired. Existing API Interests shall be extinguished, cancelled and released on the Effective Date, and holders thereof shall not receive any Distribution on any account of such Existing API Interests. The Distributions to be made in Cash under the terms of this Plan shall be funded from the Debtors' Cash on hand as of and after the Effective Date, consistent with the Budget and the "Wind-Down Account." A redlined version of the Second Amended Disclosure Statement dated March 27, 2019, is available at http://tinyurl.com/y6l2f5hffrom PacerMonitor.com at no charge. About Aralez Pharmaceuticals Aralez Pharmaceuticals Inc. -- http://www.aralez.com/-- is a specialty pharmaceutical company focused on delivering products to improve patients' lives by acquiring, developing and commercializing products in various specialty areas. The Company together with its affiliates filed for Chapter 11 protection on Aug. 10, 2018 (Bankr. S.D.N.Y. Lead Case No. 18-12425). The Debtor estimated assets and liabilities between $100 million and $500 million. The Hon. Martin Glenn presides over the Debtors' Chapter 11 cases. The Debtors tapped Willkie Farr & Gallagher LLP, as their counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring and financial advisor; Moelis & Company as investment banker; RSM US LLP as tax advisor; and Prime Clerk LLC as claims, noticing and solicitation agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on August 27, 2018. The committee tapped Brown Rudnick LLP as legal counsel; Berkeley Research Group, LLC, and Dundon Advisers LLC as financial advisors; and Baily Homan Smyth McVeigh, Solicitors and McMillan LLP as special counsel. ASH RESTAURANT: Hires Francesco Laudadio as Accountant ------------------------------------------------------ ASH Restaurant Group seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Francesco Laudadio as accountant to the Debtor. ASH Restaurant requires Francesco Laudadio to: a. prepare the Debtor's tax returns; b. assist the Debtor in the preparation of the required monthly operating reports in this case, if necessary; c. render such assistance as the Debtor may deem desirable or necessary in this case, including assistance relating to the Debtor's cash projections and his plans for settlement with his creditors; d. appear before the Bankruptcy Court, if needed, with respect to the acts, conduct and property of the Debtor; e. attend conferences with the Debtor, creditors, their attorneys, and with federal, state and local taxing authorities, if necessary. Francesco Laudadio will be paid at the hourly rate of $200. Francesco Laudadio will also be reimbursed for reasonable out-of-pocket expenses incurred. Francesco Laudadio, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Francesco Laudadio can be reached at: Francesco Laudadio 26 Court Street, Suite 2500 Brooklyn, NY 11242 Tel: (917) 613-9126 About ASH Restaurant Group ASH Restaurant Group, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 19-22250) on Feb. 12, 2019, disclosing under $1 million in assets and liabilities. The Debtor is represented by Reich Reich & Reich, P.C. AURORA COMMERCIAL: Taps Prime Clerk as Claims Agent --------------------------------------------------- Aurora Commercial Corp. and Aurora Loan Services LLC received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Prime Clerk LLC as their claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Debtors' Chapter 11 cases. Prime Clerk will charge these hourly fees: Claim and Noticing Rates: Analyst $30 - $50 Technology Consultant $35 - $95 Consultant/Senior Consultant $65 - $165 Director $175 - $195 COO/Executive VP No charge Solicitation, Balloting and Tabulation Rates: Solicitation Consultant $190 Director of Solicitation $210 Prior to their bankruptcy filing, the Debtors provided the firm an advance fee in the amount of $40,000. Benjamin Steele, vice president of Prime Clerk, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Benjamin J. Steele Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Direct: (212) 257-5490 Mobile: 646-240-7821 Email: bsteele@primeclerk.com About Aurora Commercial Corp. and Aurora Loan Services LLC Aurora Commercial Corp. is a wholly-owned subsidiary of Lehman Brothers Holdings Inc. that offers banking, loan servicing, and investor services. Aurora Commercial and its subsidiary Aurora Loan Services LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-10843) on March 24, 2019. At the time of the filing, Aurora Commercial estimated assets of $50 million to $100 million and liabilities of less than $50,000. The Debtors tapped Togut, Segal & Segal LLP as their legal counsel, and Prime Clerk, LLC as their claims and noticing agent. BAVARIA YACHTS: Unsecured Creditors to Get 20% of Allowed Claims ---------------------------------------------------------------- Bavaria Yachts USA, LLLP, filed an amended plan of reorganization and accompanying disclosure statement to decrease the proposed recovery of unsecured creditors to 20% from 25%. Class 3: General Unsecured Claims are impaired. Holders of Allowed Unsecured Claims shall receive payment equivalent to their pro rata share of the Distribution Pool after payment in full of all administrative expenses including all professionals and after Class 1, Class 2, and Class 4 claims are paid. Payments equal to approximately 20% of the allowed Class 3 claims shall commence Ten (10) days after the effective date of the Plan or as soon as practicable. After the resolution of all claim objections, the final disbursement from the Distribution pool to the remaining allowed Class 3 claims pro rata shall be made as soon as practicable after payment of all administrative expenses Class 4: Unsecured Convenience Claims are impaired. These claims consist of Allowed Unsecured Claims less than or equal to $10,000.00. Holders of Class 4 claims shall receive the equivalent of 25% of each entity's allowed claim in a onetime lump sum distribution equivalent to the amount of the Allowed Unsecured Claim. Payments shall be made in the Initial Distribution. There are approximately 50 potential claims included in Class 4 totaling approximately $100,000.00. The Holder of any allowed claim between $10,000.00 and $15,000.00 may choose to reduce its claim to $10,000.00 to become part of Class 6. Nothing herein shall constitute an admission as to the nature, validity or amount of the claim. Debtor reserves the right to object to any and all claims. The source of funds for the payments pursuant to the Plan is the fund held by McBryan, LLC, in its escrow and any recovery from the pending adversary proceedings. The amount held in the escrow account is $1,213,804.333. A full-text copy of the First Amended Disclosure Statement dated March 27, 2019, is available at http://tinyurl.com/yykbqwnwfrom PacerMonitor.com at no charge. About Bavaria Yachts Bavaria Yachts USA, LLLP, is a Georgia limited liability limited partnership which is in the business of buying and selling new and used Bavaria boats. Bavaria Yachts USA, LLLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-68583) on Oct. 18, 2016. The petition was signed by Kenneth Feld, manager of Oddbody LLC, the Debtor's general partner. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor tapped Louis G. McBryan, Esq., of McBryan LLC, to serve as legal counsel in connection with its Chapter 11 case. The Debtor hired Alexander Dombrowsky, Esq., at Robert Allen Law, as its special counsel; and Mark M. Chase and Chase CPA, LLC, as its accountant. No official committee of unsecured creditors has been appointed in the case. BLACK KNIGHT: S&P Alters Outlook to Stable on Increased Leverage ---------------------------------------------------------------- S&P Global Ratings revised the outlook on Black Knight Inc. (BKI), a U.S. provider of mortgage origination and servicing software, to stable from positive. At the same time, S&P affirmed its 'BB' issuer credit rating on the company and its 'BB+' issue-level rating on the company's secured debt. BKI continues to operate with leverage above the rating agency's upgrade leverage threshold of 3x, primarily as a result of a $375 million debt-funded minority equity investment in Dun and Bradstreet (D&B). The outlook revision to stable from positive reflects S&P's expectation that adjusted leverage will stay above the rating agency's 3x previous upgrade threshold through 2019; the limited, if any, strategic benefits of the D&B minority investment and the associated risk of management distractions over the next few years if the D&B transformation encounters unexpected setbacks; and S&P's increasingly unfavorable opinion of Black Knight's board of directors independence and governance practices. S&P views the D&B investment and talent transfer as primarily benefiting parties related to the board of directors, such as Cannae Holdings Inc., Thomas H. Lee Partners, and CC Capital, which have made significant investments into D&B. Mr. Foley, Black Knight's executive chairman, also serves as the executive chairman of D&B, and Mr. Jabbour, Black Knight's CEO, also serves as CEO of D&B. Five of the seven members of the Black Knight board of directors also serve on the board of directors of D&B. As a result, as of Feb. 8, 2019, Black Knight considers D&B a related party. The stable outlook reflects S&P's expectation for strong operating performance in 2019, primarily driven by mid-single-digit revenue growth and healthy EBITDA margins in the low 40% area. It also incorporates the company's leading and defensible market position in providing software solutions to the mortgage servicing industry. "We don't expect an upgrade over the next 12 months. However, we could consider an upgrade if the company can increase its scale and revenue diversity, such as a greater percentage of analytical revenues and fees, which would cause us to view the business or credit measures more favorably. Alternatively, a favorable reassessment of the company's governance practices could result in an upgrade," S&P said. "We could lower the ratings on BKI due to sustained operating weakness resulting from the company experiencing a large customer loss or a substantial cyclical downturn in the mortgage market, causing leverage to approach 4x. We could also consider a downgrade if the company adopted a more aggressive financial policy by pursuing debt-funded acquisitions, more related party investments, or a significant increase in share repurchases," the rating agency said. BLACK RIDGE: Lends $200,000 to BRAC ----------------------------------- Black Ridge Oil & Gas, Inc., loaned $200,000 to Black Ridge Acquisition Corp. on March 28, 2019, and was issued a convertible promissory note to evidence such loan. The loan is unsecured, non-interest bearing and is payable at the consummation by BRAC of a merger, share exchange, asset acquisition, or other similar business combination, with one or more businesses or entities. Upon consummation of a Business Combination, the principal balance of the note may be converted, at the Company's option, to units at a price of $10.00 per unit. The terms of the units will be identical to the units issued by BRAC in its initial public offering, except the warrants included in such units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Company or its permitted transferees. If the Company converts the entire principal balance of the convertible promissory note, it would receive 20,000 units. If a Business Combination is not consummated, the note will not be repaid by BRAC and all amounts owed thereunder by BRAC will be forgiven except to the extent that BRAC has funds available to it outside of its trust account established in connection with the initial public offering. About Black Ridge Black Ridge Oil & Gas -- http://www.blackridgeoil.com/-- is a company focused on acquiring, investing in, and managing the oil and gas assets for its partners. The Company continues to pursue asset acquisitions in all major onshore unconventional shale formations that may be acquired with capital from its existing joint venture partners or other capital providers. Additionally, as the sponsor and manager of Black Ridge Acquisition Corp., the Company is focused on assisting BRAC in its efforts to identify a prospective target business for a merger, share exchange, asset acquisition or other similar business combination. Black Ridge is based in Minneapolis, Minnesota. Black Ridge reported a net loss attributable to the Company of $344,014 for the year ended Dec. 31, 2018, compared to a net loss attributable to the Company of $392,529 for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $142.86 million in total assets, $659,351 of total liabilities, $140.73 million in redeemable non-controlling interest, and $1.46 million in total stockholders' equity. M&K CPAS, PLLC, in Houston, Texas, the Company's auditor since 2010, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company suffered a net loss from operations and negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. C&H 66 QUICK: April 25 Hearing on Amended Plan and Disclosures -------------------------------------------------------------- Bankruptcy Judge William V. Altenberger conditionally approved the small business amended disclosure statement referring to an amended chapter 11 plan of liquidation filed by Chapter 11 Trustee Robert E. Eggmann for C&H 66 Quick Mart/PFC Imports, Inc. dated March 21, 2019. A hearing on the Amended Disclosure Statement and the confirmation of the Amended Plan of Liquidation will be held on April 25, 2019 at 10:00 AM, in U.S. Bankruptcy Court, Melvin Price US Courthouse, 750 Missouri Ave, East St. Louis, IL 62201. Any objection to the Disclosure Statement or to confirmation of the Plan must be filed on or before April 22, 2019. About C & H Quick Mart Based in Granite City, Illinois C & H Quick Mart/PFC Imports, Inc., a convenience store operator, sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. S.D. Ill. Case No. 05-32102) on May 12, 2005. The Debtor disclosed $1,658,080 on total assets and $630,315 in liabilities. Bruegge and Mollet, led by name partner Robert T Bruegge, is the Debtor's counsel. CALVARY COMMUNITY: Clark County Acquires Assets for $7.75 Million ----------------------------------------------------------------- Douglas Wilson Companies (DWC) has announced the sale in bankruptcy of the Calvary Community Church and Christian Learning Academy in Las Vegas, an 11.2-acre campus that includes a 510-seat sanctuary with full kitchen/cafeteria, a freestanding K-8 school building, and a full-size gymnasium/community center building. Tom Olson, DWC Managing Director of Brokerage Services, said the sale in bankruptcy was for full price -- $7.75 million -- to Clark County, Nevada. The offer was accepted by the Bankruptcy Trustee and ultimately approved by the Bankruptcy Court. DWC exclusively represented Kavita Gupta, the Chapter 11 Bankruptcy Trustee. Clark County intends to use the campus for office space and to provide various services to the local community. DWC's Brokerage Services has a 30-year track record marketing and selling performing assets for both private and institutional clients, as well as large high-profile properties in a judicial context. Whether a sale in bankruptcy or a receivership sale, the DWC team has successfully listed and sold numerous high-profile assets including Queen's Seaport Development, a $43 million sale while in bankruptcy of the leasehold interest on the Queen Mary ocean liner, geodesic dome and surrounding Port of Long Beach land for future development. DWC also handled the $10 million sale for the receiver of California's Royal Gorge cross-country ski resort, the largest such resort in North America. For more information, contact Tom Olson at (619) 906-4368 or email him at tolson@douglaswilson.com. Douglas Wilson Companies is now celebrating its 30 [th] anniversary as a national multidisciplinary real estate platform, currently engaged in land entitlement and brokerage, senior housing development, and a thriving practice in land use and wealth-transfer advisory services for legacy families and large private, public and non-profit institutions. Founded in 1989 after completing the iconic Symphony Towers mixed-use city block in downtown San Diego, DWC has also established itself as one of the nation's most trusted Receivers, handling over $15 billion in troubled assets. About Calvary Community Assembly of God Calvary Community Assembly of God -- http://www.ccalv.org/-- is a Pentecostal church in Las Vegas, Nevada. It is located on an 11-acre campus at 2900 N. Torrey Pines Drive, just a few blocks off the I-95 freeway. In September 2004, Pastor Bruce and Donita Morris began their time serving Calvary. Calvary Community Assembly of God filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-13475) on June 28, 2017. In the petition signed by Bruce A. Morris, pastor, the Debtor disclosed $11.04 million in assets and $3.53 million in liabilities. Angela J. Lizada, Esq., at Lizada Law Firm Ltd., served as the Debtor's bankruptcy counsel. Kavita Gupta was appointed Chapter 11 trustee for the Debtor. CAMELOT CLUB: May 14 Plan Confirmation Hearing ---------------------------------------------- The Second Amended Disclosure Statement explaining the Chapter 11 Plan filed by Camelot Club Condominium Association, Inc., is approved. May 14, 2019 is fixed for the hearing on confirmation of the Second Amended Plan. Said hearing will be held at 9:30 a.m. in Courtroom 1403, United States Courthouse, 75 Ted Turner Dr., SW, Atlanta, Georgia, before the undersigned May 3, 2019 is fixed as the last day for filing written acceptances or rejections of the Second Amended Plan. May 3, 2019 is fixed as the last day for filing and serving written objections to confirmation of the Second Amended Plan. About Camelot Club Camelot Club Condominium Association, Inc. is a nonprofit condominium association managed by a seven-member board. The Camelot Club Condominium, which consists of approximately 338 units, is located at 5655 Old National Highway, College Park, Georgia. The Debtor filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-68343) on October 13, 2016. The petition was signed by Kenneth Harris, CEO. The Debtor is represented by M. Denise Dotson, Esq. in Atlanta, Georgia. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $50,000. CAREVIEW COMMUNICATIONS: Incurs $16.1 Million Net Loss in 2018 -------------------------------------------------------------- Careview Communications, Inc., has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $16.07 million on $6.09 million of net revenues for the year ended Dec. 31, 2018, compared to a net loss of $20.07 million on $6.26 million of net revenues for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Careview Communications had $8.99 million in total assets, $86.81 million in total liabilities, and a total stockholders' deficit of $77.81 million. The Company's cash position at Dec. 31, 2018 was approximately $1,201,000. At Dec. 31, 2018, the Company also had $750,000 included in restricted cash in other assets on the consolidated balance sheet. BDO USA, LLP, in Dallas, Texas, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has suffered recurring losses from operations and has accumulated losses since inception that raise substantial doubt about its ability to continue as a going concern. The Company's report on Form 10-K is available from the SEC's website at https://is.gd/eugWuH. About CareView Communications CareView Communications, Inc. -- http://www.care-view.com/-- is a provider of products and on-demand application services for the healthcare industry, specializing in bedside video monitoring, software tools to improve hospital communications and operations, and patient education and entertainment packages. Its proprietary, high-speed data network system is the next generation of patient care monitoring that allows real-time bedside and point-of-care video monitoring designed to improve patient safety and overall hospital costs. The entertainment packages and patient education enhance the patient's quality of stay. CareView is dedicated to working with all types of hospitals, nursing homes, adult living centers and selected outpatient care facilities domestically and internationally. The Company's corporate offices are located at 405 State Highway 121 Bypass, Suite B-240, Lewisville, TX 75067. CAVISTON INC: Seeks to Hire Smith Kane as Legal Counsel ------------------------------------------------------- Caviston Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Smith Kane Holman, LLC as its legal counsel. The firm will advise the Debtor of its rights and duties under the Bankruptcy Code; assist in the preparation of a bankruptcy plan; and provide other legal services in connection with its Chapter 11 case. The firm will be paid at these hourly rates: Partners $350 - $425 Associates $225 - $325 Paralegals $75 - $100 Smith Kane is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: David B. Smith, Esq. Smith Kane Holman, LLC 112 Moores Road, Suite 300 Malvern, PA 19355 Tel: (610) 407-7217 (610) 407-7215 Fax: (610) 407-7218 Email: dsmith@skhlaw.com About Caviston Inc. Caviston, Inc. is a privately held company whose principal assets are located at 109 Montgomeryville Mall, North Wales, Pennsylvania. Caviston sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 19-11782) on March 22, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The case has been assigned to Judge Eric L. Frank. CBAK ENERGY: Delays Filing of 2018 Form 10-K -------------------------------------------- CBAK Energy Technology, Inc. has filed a Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for its fiscal year ended Dec. 31, 2018. The Company has not finalized its financial statements for the fiscal year ended Dec. 31, 2018. As a result, the Company is unable to file its Form 10-K within the prescribed time period without unreasonable effort or expense. The Company anticipates that it will file the Form 10-K within the fifteen-day grace period provided by Exchange Act Rule 12b-25. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc. -- http://www.cbak.com.cn-- is engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the following applications: electric vehicles; light electric vehicles; and electric tools, energy storage, uninterruptible power supply, and other high power applications. CBAK Energy reported a net loss of US$21.46 million for the year ended Dec. 31, 2017 compared to a net loss of US$12.65 million for the year ended Sept. 30, 2016. As of Sept. 30, 2018, the Company had $132.2 million in total assets, $128.18 million in total liabilities, and $3.97 million in total equity. Centurion ZD CPA Limited, in Hong Kong, China, the Company's auditor since 2016, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017 stating that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2017. All these factors raise substantial doubt about its ability to continue as a going concern. CBCS WASHINGTON: Seeks to Hire Robinson Brog as Counsel ------------------------------------------------------- CBCS Washington Street LP seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Robinson Brog Leinwand Greene Genovese & Gluck P.C., as counsel to the Debtor. CBCS Washington requires Robinson Brog to: (a) provide advice to the Debtor with respect to its powers and duties under the Bankruptcy Code in the continued operation of its business and the management of its property; (b) negotiate with creditors of the Debtor, preparing a plan of reorganization and taking the necessary legal steps to consummate a plan, including, if necessary, negotiations with respect to financing a plan; (c) appear before the various taxing authorities to work out a plan to pay taxes owing in installments; (d) prepare on the Debtor's behalf necessary applications, motions, answers, replies, discovery requests, forms of orders, reports and other pleadings and legal documents; (e) appear before this Court to protect the interests of the Debtor and its estate, and representing the Debtor in all matters pending before this Court; (f) perform all other legal services for the Debtor that may be necessary herein; and (g) assist the Debtor in connection with all aspects of this chapter 11 case. Robinson Brog will be paid at these hourly rates: Shareholders $400 to $720 Associates $250 to $465 Paralegals $175 to $275 In connection with the filing of this chapter 11 case, Robinson Brog received $140,514 for fees and expenses connection with the preparation of the bankruptcy filings. Of that $38,797 was applied towards prepetition fees. Robinson Brog holds a retainer in the amount of $101,717, which will be applied towards postpetition fees and expenses. Robinson Brog will also be reimbursed for reasonable out-of-pocket expenses incurred. Fred B. Ringel, a shareholder of Robinson Brog, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Robinson Brog can be reached at: Fred B. Ringel, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue New York, NY 10022 Tel: (212) 603-6300 About CBCS Washington Street CBCS Washington Street LP is a partnership which is the lessee under an Agreement of Lease dated June 19, 2013 with 445 Washington LLC (the "Landlord") for the parcels of real property located at 443 Washington Street, 445-447 Washington Street, 454-456 Greenwich Street and 24-28 Desbrosses Street, New York, New York. The Debtor is currently developing the Premises into a 96 room luxury hotel property under the "Hotel Barriere Le Fouquet" brand and to that end has entered into a construction agreement with AECOM Tishman. CBCS Washington Street LP, based in White Plains, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-22607) on March 12, 2019. In its petition, the Debtor disclosed $40,500,496 in assets and $17,201,731 in liabilities. The petition was signed by Ivaylo V. Ninov, authorized signatory of Washington Street Hotel GP LLC, GP. The Hon. Robert D. Drain oversees the case. Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as bankruptcy counsel to the Debtor. CHENIERE CORPUS: Moody's Hikes Ratings to Ba2, Outlook Positive --------------------------------------------------------------- Moody's Investors Service upgraded Cheniere Corpus Christi Holdings, LLC (CCH) to Ba2 from Ba3. The rating outlook remains positive. RATINGS RATIONALE The rating upgrade reflects continued positive momentum as the Corpus Christi Liquefaction facility (CCL) transitions to an operating, cash flow producing asset with investment grade characteristics. Significant milestones achieved and factored into the rating action include the substantial completion and commercial operation of Train 1, the commencement of commissioning activities at Train 2 and continued construction progress at Train 3. The rating action also considered the improved financial position of Cheniere Energy, Inc. (Cheniere) and related reduction in equity funding risk. CCL, which is wholly owned by CCH, is currently a three train liquefied natural gas (LNG) project in Texas with a combined nameplate capacity of 13.5 million tonne per annum (mtpa). CCH is a wholly-owned subsidiary of Cheniere. Approximately 80% of CCL's liquefaction capacity has been contracted under separate long-term Sale and Purchase Agreements (SPA) with nine third-party financially sound off-takers. CCL's contracted annual fixed fee revenues and EBITDA are expected to grow to approximately $1.8 billion and $1.3 billion, respectively, beginning 2024. Train 1 achieved substantial completion on February 28, 2019 and care, custody and control of this facility has been turned over to CCL. The earliest start date for the two 20-year SPA's that reference Train 1 is June 2019. The annual fixed fee for these two SPA's is approximately $550 million. In the meantime, CCL is earning revenue primarily through the sale of liquefied natural gas to its affiliate Cheniere Marketing, Inc. (CMI: Not rated). Train 2 has begun commissioning activities and is expected to achieve substantial completion and commercial operation in the second half of 2019, several months ahead of the guaranteed completion date. The earliest start date for the five 20-year SPA's that reference Train 2 is May 2020. The annual fixed fee for these SPA's is approximately $900 million. CCL provided Bechtel Corporation (Bechtel: not rated), the Engineering, Procurement, and Construction contractor, notice to proceed with Train 3 in mid-2018 and the overall project completion is currently at approximately 50% with commercial operation expected in late 2021. Remaining costs to complete CCL Trains 1-3, including interest during construction, is approximately $4 billion. External funding sources include approximately $1.1 billion of availability under a committed credit facility and $1.1 billion equity commitment from Cheniere. The remaining funds are anticipated to be generated from cash flow generated by Train 1 and 2. Moody's anticipates these two trains will generate approximately $2 billion of cumulative contracted cash flow through 2021. Cheniere's improved financial position is driven by increased commercial activity at its Sabine Pass liquefaction facility (Sabine Pass Liquefaction LLC; SPL: Baa3, stable). SPL Trains 1 through 4 achieved commercial operation in 2016 and 2017 and the start of contractual terms under the associated SPA's in 2017 and 2018. SPL Train 5 achieved substantial completion on March 7, 2019 and anticipates the start of contractual terms under the remaining SPA's in September 2019. Moody's calculates Cheniere's consolidated revenue and cash flow from operations at approximately $8.0 billion and $2.0 billion, respectively, in 2018. By comparison, consolidated revenues in 2016 were approximately $1.3 billion and the company was not producing positive cash flow. Moody's analysis of Cheniere's prospective liquidity profile suggests that the company's internal and external liquidity sources are ample and should enable the company to satisfy the $1.1 billion equity requirement. Cheniere's liquidity position as of December 31, 2018 included $981 million of unrestricted cash and full availability under a $1.25 billion revolving credit facility due 2022. The positive outlook considers an expectation that CCH's financial outlook will continue to improve as operational activities ramp-up. An additional upgrade over the next 12-18 months appears likely should CCH meet additional milestones, including achieving substantial completion of Train 2 and the effectiveness of all the SPAs relating to each of Train 1 and Train 2. Consideration of an upgrade to investment grade would likely require progress on Cheniere's publicly stated plan to convert the senior secured paid-in-kind notes due 2025 at an affiliate of CCH to Cheniere common equity, satisfactory operational track record relating to Trains 1-2, an understanding of the company's financial strategy post construction cycle and continued construction progress relating to Train 3. The earliest that a conversion of the senior secured paid-in-kind notes could occur is March 2020 and ability to convert the notes to Cheniere equity is conditional upon Cheniere's market capitalization meeting predetermined levels. Proceeds from the notes were used to fund a portion of Cheniere's upfront equity contribution in 2015. In light of the positive rating outlook at CCH, a negative rating action at CCH appears unlikely. However, unexpected delays in construction that cause Bechtel to fail to meet the July 2020 guaranteed completion date for Train 2 could cause a revision of the outlook to stable. CCH's senior secured bonds are guaranteed by Corpus Christi Liquefaction, LLC (CCL), which owns and operates the Corpus Christi Liquefaction facility and Cheniere Corpus Christi Pipeline, L.P (CCPL) and Corpus Christi Pipeline GP, LLC (CCP GP), which collectively owns and operates the Corpus Christi Pipeline. Substantially all of the assets and equity interests of CCH, CCL, CCPL and CCP GP have been pledged to bank and bond lenders. CITY POWER AND GAS: Seeks to Hire Hodgson Russ as Special Counsel ----------------------------------------------------------------- City Power and Gas, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Hodgson Russ, LLP as its special litigation counsel. The firm will assist the Debtor in contesting the tax claims of the New York City Department of Finance in the amount of $2,699,743. The attorneys and paralegal expected to provide the services will be paid at these hourly rates: Debra Herman, Attorney $400 Christopher Doyle, Attorney $400 Kelly Donigan, Attorney $275 Amy Hawk, Paralegal $155 Hodgson Russ and its attorneys have no connection with and have no undisclosed interest adverse to the Debtor and its creditors, according to court filings. The firm can be reached through: Debra S. Herman, Esq. Hodgson Russ, LLP 605 Third Avenue, Suite 2300 New York City, NY 10158 Phone: 212.751.4300 / 646.218.7532 Email: dherman@hodgsonruss.com About City Power and Gas LLC City Power and Gas, LLC -- https://www.citypowerandgas.com/ -- is an electricity and natural gas company servicing homes and small businesses. It is a licensed energy and gas supplier and regulated by the New York Public Service Commission. City Power and Gas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. N.Y. Case No. 18-77685) on Nov. 7, 2018. The case is assigned to Judge Alan S. Trust. Clifford M. Ginn, Esq., at Ginn Law, LLC is the Debtor's bankruptcy counsel. CLASSICAL ACADEMY: S&P Alters Outlook to Stable on Weak Finances ---------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from positive and affirmed its 'BB+' long-term rating on the California School Finance Authority's series 2013 and 2017 charter school revenue bonds outstanding issued for Partnering with Parents (PWP) LLC on behalf of Classical Academy Inc. "The return to a stable outlook reflects our view of the organization's weaker than anticipated financial performance in fiscal 2018, and management's expectation of only slightly improved financial performance in fiscal 2019 due to enrollment softening and the uncertain effect of adding a new school," said S&P Global Ratings credit analyst Kaiti Wang. The rating reflects S&P's view of the combined credit of The Classical Academy (TCA) and Classical Academy High School (CAHS). The schools are separately chartered, governed by the same board of directors, and prior to fiscal 2019 had maintained separate finances and audits. Revenue from both schools secures the bonds. Both TCA and CAHS have established operating histories as charter schools that embrace the independent study model. As of fiscal 2019, a new school with the same independent study programs named Classical Academy Vista, authorized by the San Diego Board of Education, was added and will be consolidated in the same audit with TCA, CAHS, and PWP LLC. Under S&P's Group Rating Methodology criteria, the rating agency expects to evaluate the credit profile, including financials of the entire organization when available. The rating further reflects S&P's view of the charter schools': -- History of mostly positive full-accrual surpluses; -- Sufficient liquidity, with unrestricted cash and investments equal to approximately 87 days' cash on hand in fiscal 2018 based on S&P's calculations which may differ from the school's covenant calculations; -- Successful history of charter renewals at both schools; and Excellent academic performance. Partially offsetting these strengths, in S&P's view, are the charter schools': -- Lease-adjusted maximum annual debt service (MADS) coverage for fiscal 2018 at 0.82x with existing facility leases though S&P understands fiscal 2019 will improve; -- Lack of a wait list given the independent study model is able to take in as many students as needed in its full-time home study program; -- Composition of more independent study students, who study at home and could potentially switch to another school, compared with traditional classroom-based students, although retention rates averaging 97% for the past three years somewhat mitigate this; and -- Inherent uncertainty associated with charter renewals and general charter operations. The Classical Academy (pre-kindergarten through eighth grade [K-8]) is in Escondido, Calif., and was first approved for its charter in 1999 by its authorizer--the Escondido Union Elementary School District. COATES INTERNATIONAL: Delays Filing of 2018 Annual Report --------------------------------------------------------- Coates International, Ltd., has filed with the Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for its fiscal year ended Dec. 31, 2018. Coates International was unable, without unreasonable effort or expense, to file its Annual Report by the April 1, 2019 filing date applicable to smaller reporting companies due to a delay experienced by the Company in completing its financial statements and other disclosures in the Annual Report. As a result, the Company is still in the process of compiling required information to complete the Annual Report and its independent registered public accounting firm requires additional time to complete its audit of the financial statements for the year ended Dec. 31, 2018 to be incorporated in the Annual Report. Although the Company expects to file the Annual Report no later than the fifteenth calendar day following the prescribed filing date, there can be no assurance it will be able to do so. About Coates Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- has been developing over a period of more than 20 years the patented Coates Spherical Rotary Valve system technology which is adaptable for use in piston-driven internal combustion engines of many types. Independent testing of various engines in which the Company incorporated its CSRV system technology confirmed meaningful fuel savings when compared with internal combustion engines based on the conventional "poppet valve" assembly prevalent in most internal combustion engines throughout the world. In addition, the Company's CSRV Engines produced only ultra-low levels of harmful emissions while in operation. Engines operating on the CSRV system technology can be powered by a wide selection of fuels. The Company was incorporated on Aug. 31, 1988. Coates incurred a net loss of $8.38 million for the year ended Dec. 31, 2017, compared to a net loss of $8.35 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Coates had $2.20 million in total assets, $8.85 million in total liabilities and a total stockholders' deficiency of $6.64 million. The report from the Company's independent accounting firm MSPC, Certified Public Accountants and Advisors, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company continues to have negative working capital, negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern. COMPASS MINERALS: Moody's Lowers Corp. Family Rating to Ba3 ----------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of Compass Minerals International, Inc. to Ba3 from Ba2 and the probability of default rating to Ba3-PD from Ba2-PD. Moody's also downgraded the senior secured credit facilities to Ba3 from Ba2 and the senior unsecured rating to B2 from B1. Moody's also affirmed the SGL-3 rating. The outlook is stable. "The downgrade reflects continued elevated leverage and our expectations for limited debt reduction over the rating horizon," said Domenick R. Fumai, Vice President and lead analyst. Downgrades: Issuer: Compass Minerals International, Inc Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD Corporate Family Rating, Downgraded to Ba3 from Ba2 Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD5) from B1 (LGD5) Senior Secured Bank Credit Facility, Downgraded to Ba3 (LGD3) from Ba2 (LGD3) Affirmations: Issuer: Compass Minerals International, Inc Speculative Grade Liquidity Rating, Affirmed SGL-3 Outlook Actions: Issuer: Compass Minerals International, Inc Outlook, Remains Stable RATINGS RATIONALE The downgrade is prompted by Compass' elevated leverage, continued, although improving, operational issues surrounding its largest mine, as well as Moody's view that the company will not generate positive free cash flow to significantly reduce debt in 2019, assuming normal winter conditions. Moody's adjusted Debt/EBITDA has remained consistently above 4.5x since the acquisition of Produquimica in 2016. Free cash flow has also been negative over the same time frame. Moody's expects EBITDA to improve in 2019, to the low to mid $300 million range, due to operations resuming towards more normal production levels at the company's largest and lowest cost mine (Goderich). Over the last two quarters, labor and operational issues at this mine have negatively impacted volumes and increased costs. Moody's projects adjusted Debt/EBITDA to decline slightly from 4.7x as of December 31, 2018 towards 4.4x in 2019 due to improved operational reliability at Goderich and higher salt prices. Ratings are also constrained by the company's weather-dependent nature of its two major businesses, salt and plant nutrition, lack of scale, limited geographic reach and the prioritization of returning cash to shareholders in the form of dividends, which amounted to $98 million in 2018, over debt reduction. The Ba3 CFR is supported by Moody's expectations that operational issues at Goderich will not be an issue in 2019 as the mine returns to normalized production levels this year as well as the belief that the Plant Nutrition segment will continue to provide a consistent level of earnings. Moody's also expects salt volumes to increase in 2020 due to market demand and improved production. Compass Minerals has a strong competitive position in the North American salt industry, high EBITDA margins, and the ability to improve its cash conversion over 2018 levels. Compass Minerals has adequate liquidity, as reflected by its SGL-3 rating. Compass Minerals had $27 million of cash on hand as of December 31, 2018 and Moody's projects modestly negative free cash flow negative in 2019 and 2020, assuming normal winters. The company has $197 million outstanding on its $300 million revolving credit facility, which expires in 2021. Moody's expects the company will continue to rely on the revolver for seasonal working capital swings as well as continued capital expenditure projects, such as investments in continuous mining systems at Goderich. The $300 million senior secured credit facility was recently amended to allow up to $50 million in add-backs related to losses at the Goderich mine due to the strike in 2018. There is a net leverage test of 4.5x, which Moody's expects Compass Minerals to be in compliance with over the next 12-18 months, though with a modest cushion. The revolver also has a minimum interest coverage ratio financial covenant of 2.25x. The Ba3 rating on the senior secured facility reflects its priority position and preponderance of secured debt in the capital structure relative to the senior unsecured notes, rated two notches below the CFR at B2. The stable outlook assumes that leverage will decline modestly to below 4.5x in 2019, but free cash flow will remain negative over the next 12-18 months. Moody's would likely consider a downgrade of the ratings if adjusted leverage were to rise above 5.0x, or there is a substantial deterioration in liquidity. Moody's would upgrade the rating if the company improved leverage to below 3.5x on a sustained basis and made progress on reducing gross debt. Headquartered in Overland Park, Kansas, Compass Minerals International, Inc. (Compass Minerals) is a leading North American producer of salt used for highway deicing, agriculture applications, water conditioning, and other consumer and industrial uses as well as magnesium chloride used for deicing and road stabilization. The company is also a significant specialty fertilizer manufacturer, including SOP (sulfate of potash) and micronutrients in the US, Canada and Brazil. For the year ended December 31, 2018, Compass Minerals generated net sales (gross revenues less shipping and handling) and a Moody's adjusted EBITDA of about $1,174 million and $306 million, respectively. COTTAGE CAR: Case Summary & 6 Unsecured Creditors ------------------------------------------------- Debtor: Cottage Car Wash, LLC 36 Pine St. Norfolk, MA 02056 Business Description: Cottage Car Wash, LLC operates a car wash facility in Norfolk, Massachusetts offering self-service trackless touch free car washing. Its establishment offers a state-of-the-art water filtration and recycling system that reduces the waste of water and disposal of threatening agents. Chapter 11 Petition Date: March 28, 2019 Court: United States Bankruptcy Court District of Massachusetts (Boston) Case No.: 19-11013 Judge: Hon. Melvin S. Hoffman Debtor's Counsel: David B. Madoff, Esq. MADOFF & KHOURY LLP 124 Washington Street - Suite 202 Foxborough, MA 02035 Tel: 508-543-0040 Fax: 508-543-0020 Email: madoff@mandkllp.com alston@mandkllp.com - and - Steffani Pelton Nicholson, Esq. MADOFF & KHOURY LLP 124 Washington Street Foxborough, MA 02035 Tel: 508-543-0040 Email: pelton@mandkllp.com Total Assets: $2,200,000 Total Liabilities: $1,674,366 The petition was signed by Michael Brabants, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/mab19-11013.pdf CREDIAUTOUSA FINANCIAL: Case Summary & 20 Unsecured Creditors ------------------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- AI CAUSA LLC 19-01864 2150 Palomar Airport Road, Suite 208 Carlsbad, CA 92011 CrediautoUSA Financial Company LLC 19-01870 DBA Crediauto Financial 2150 Palomar Airport Rd., Suite 208 Carlsbad, CA 92011 Business Description: Founded in 2012 and headquartered in San Diego, California, Crediauto -- http://www.crediautofinancial.com-- has established programs to finance vehicles sold by licensed automobile dealerships to individuals with no credit history or with less than perfect credit. The company has developed an extensive automobile dealerships network, as well as a originations platform. Chapter 11 Petition Date: March 30, 2019 Court: United States Bankruptcy Court Southern District of California (San Diego) Debtors' Counsel: Paul J. Leeds, Esq. HIGGS FLETCHER, MACK LLP 401 West A Street, Suite 2600 San Diego, CA 92101-7910 Tel: 619-236-1551 Fax: (619) 696-1410 Email: leedsp@higgslaw.com - and - Kit J. Gardner, Esq. LAW OFFICES OF KIT J. GARDNER 501 W. Broadway, Suite 800 San Diego, CA 92101 Tel: (619) 525-9900 Email: kgardner@gardnerlegal.com AI CAUSA LLC's Estimated Assets: $1 million to $10 million AI CAUSA LLC's Estimated Liabilities: $1 million to $10 million CrediautoUSA's Estimated Assets: $1 million to $10 million CrediautoUSA's Estimated Liabilities: $10 million to $50 million The petitions were signed by Rafael Gomez, president and CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at: http://bankrupt.com/misc/casb19-01864.pdf A full-text copy of CrediautoUSA's petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/casb19-01870.pdf CRS CAPITAL: Case Summary & Unsecured Creditor ---------------------------------------------- Debtor: CRS Capital, Inc. 2810 Remington Green Cir Tallahassee, FL 32308 Business Description: CRS Capital, Inc. is a privately held company in Tallahassee, Florida, in the "Management of Companies and Enterprises" industry. Chapter 11 Petition Date: March 29, 2019 Court: United States Bankruptcy Court Northern District of Florida (Tallahassee) Case No.: 19-40169 Debtor's Counsel: Kevin Todd Butler, Esq. K. TODD BUTLER, P.C. P. O. Box 668 Cairo, GA 39828 Tel: 229-377-1683 Fax: 229-377-1783 Email: toddbutler@ktoddbutlerlaw.com Total Assets: $1,926,229 Total Liabilities: $1,194,701 The petition was signed by Richard R. Yates, Jr., president. The Debtor lists Spivey Pope Green & Greer, LLC as its sole unsecured creditor holding a claim of $85,961. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flnb19-40169.pdf DIESEL USA: Seeks to Hire Arent Fox as Bankruptcy Counsel --------------------------------------------------------- Diesel USA, Inc., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Arent Fox LLP, as bankruptcy counsel to the Debtors. Diesel USA requires Arent Fox to: a. take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; b. provide legal advice with respect to the Debtor's powers and duties as debtor-in-possession in the continued operation of its business and management of its properties; c. negotiate, prepare, and pursue confirmation of a plan and approval of a disclosure statement and any other restructuring alternative; d. prepare on behalf of the Debtor, as debtor-in-possession, necessary motions, applications, answers, orders, reports, and other legal papers in connection with the administration of the Debtor's estate; e. appear in court and protecting the interests of the Debtor before this Court; f. review all pleadings filed in this Chapter 11 Case; and g. perform all other legal services in connection with this Chapter 11 Case as may reasonably be required. Arent Fox will be paid at these hourly rates: Partners $650–$1,105 Of Counsel $530–$1,050 Associates $385–$695 Paraprofessionals $170–$370 In the 90 days prior to the Petition Date, Arent Fox received $727,256.32 for prepetition services and expenses for or on behalf of the Debtor in connection with the preparation and commencement of this Chapter 11 Case and other matters. Arent Fox will also be reimbursed for reasonable out-of-pocket expenses incurred. George P. Angelich, partner of Arent Fox LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Arent Fox can be reached at: George P. Angelich, Esq. David J. Mayo, Esq. Phillip Khezri, Esq. ARENT FOX LLP 1301 Avenue of the Americas, Floor 42 New York, NY 10019 Tel: (212) 484-3900 Fax: (212) 484-3990 E-mail: george.angelich@arentfox.com david.mayo@arentfox.com phillip.khezri@arentfox.com About Diesel USA Based in New York, Diesel USA Inc. -- https://shop.diesel.com/ -- a Delaware corporation launched in the United States in 1995, is a wholly-owned subsidiary of the Parent, Diesel S.p.A. It is the United States member of the international Diesel brand, an innovative lifestyle and apparel brand founded in Molvena Italy in 1978. Diesel specializes in a variety of denim-wear and has expanded its offerings to include a vast array of premium casual clothing and accessories for men, women, and children, operating in approximately 85 countries. As of the Petition Date, its brick-and-mortar retail operations consists of 28 retail store locations in 11 states, comprised of 17 full-price retail stores and 11 factory outlet stores. As of the Petition Date, Diesel USA employs 380 people. Diesel USA Inc. filed for chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 19-10432) on March 5, 2019. In the petition signed by CRO Mark G. Samson, the Debtor estimated assets of $50 million to $100 million and liabilities of $10 million to $50 million. The Debtors hire Arent Fox LLP, as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP, as co-counsel; and Mark G. Samson of Getzler Henrich & Associates LLC, as chief restructuring officer. DIESEL USA: Seeks to Hire Keen-Summit as Real Estate Advisor ------------------------------------------------------------ Diesel USA, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Keen-Summit Capital Partners LLC, as real estate advisor to the Debtors. Diesel USA requires Keen-Summit to provide real estate advisory and disposition services, lease evaluation reports, lease restructuring services, and lease disposition services. Keen-Summit will be paid as follows: (a) "Evaluation Services": With respect to properties expressly designated in writing to the Firm, and upon the Firm's acceptance of such designation, The Firm shall prepare for the Debtor a report providing the evaluation requested by the Debtor. Such evaluation may include an assessment of market rent for one or more properties, an assessment of the effect of mitigation on a lease rejection claim, etc. Such report shall be provided on a desktop basis and will not constitute an "appraisal." Upon the presentation by the Firm of a draft evaluation report to the Debtor, The Firm shall have earned and Debtor shall pay to the Firm three thousand five hundred dollars ($3,500) per property included in each report. Upon payment of such fee, in full, The Firm shall issue to the Debtor the final version of such report. (b) "Lease Restructuring Services": On the Lease Modification Agreement Date, the Firm shall have earned and the Debtor shall pay the Firm, on a per-property basis, the greater of $2,500 (the "Base Fee") or 6% of Savings. If the Modification Agreement creates non-monetary value but does not generate Savings, then the Firm shall have earned and shall be paid, on a per Property basis, the Base Fee. (c) "Lease Disposition Services": When Company completes a Transaction (i.e., a Property transaction including but not limited to the assignment of a lease or the waiver of a landlord's Section 502(b)(6)(A) rejection claim), whether such Transaction is completed individually or as part of a package or as part of the disposition of Company's business or as part of a plan of reorganization, then the Firm shall have earned as compensation per Property equal to the greater of: (a) Two thousand five hundred dollars ($2,500) (hereinafter referred to as the "Minimum Transaction Fee"), or (b) 6% of Gross Proceeds (i.e., cash consideration plus Section 502(b)(6) rejection claim waived or negated by the Transaction). Such fees shall be paid, in full, off the top, from the proceeds of sale or otherwise simultaneously with the closing or other consummation of each Transaction. (d) "Expenses": All reasonable and documented out-of-pocket costs and expenses incurred by the Firm in connection with performing the services required by the Retention Agreement, including but not limited to travel, lodging, FedEx, postage, telephone charges, photocopying charges, and the fees and reasonable expenses of counsel, etc., shall be borne by the Debtor. Harold J. Bordwin, principal and managing director of Keen-Summit Capital Partners LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Keen-Summit can be reached at: Harold J. Bordwin KEEN-SUMMIT CAPITAL PARTNERS LLC 555 Madison Avenue, 5th Floor New York, NY 10022 Tel: (646) 381-9201 About Diesel USA Based in New York, Diesel USA Inc. -- https://shop.diesel.com/ -- a Delaware corporation launched in the United States in 1995, is a wholly-owned subsidiary of the Parent, Diesel S.p.A. It is the United States member of the international Diesel brand, an innovative lifestyle and apparel brand founded in Molvena Italy in 1978. Diesel specializes in a variety of denim-wear and has expanded its offerings to include a vast array of premium casual clothing and accessories for men, women, and children, operating in approximately 85 countries. As of the Petition Date, its brick-and-mortar retail operations consists of 28 retail store locations in 11 states, comprised of 17 full-price retail stores and 11 factory outlet stores. As of the Petition Date, Diesel USA employs 380 people. Diesel USA Inc. filed for chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 19-10432) on March 5, 2019. In the petition signed by CRO Mark G. Samson, the Debtor estimated assets of $50 million to $100 million and liabilities of $10 million to $50 million. The Debtors hire Arent Fox LLP, as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP, as co-counsel; and Mark G. Samson of Getzler Henrich & Associates LLC, as chief restructuring officer. DIESEL USA: Seeks to Hire Mr. Samson of Getzler Henrich as CRO -------------------------------------------------------------- Diesel USA, Inc., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Mark G. Samson of Getzler Henrich & Associates LLC, as chief restructuring officer to the Debtors. Diesel USA requires Getzler Henrich to: (a) assist with the preparation of financial projections and analysis of alternative operating scenarios; (b) assist with assessing, monitoring and managing operations and recommending and implementing the restructuring of operations as appropriate; (c) oversee a 363 sale process or any alternative orderly liquidation of select assets, if applicable and the development of a Plan of Reorganization; (d) assist with the analysis and reconciliation of claims against the Debtors and other bankruptcy avoidance actions; (e) assist with the preparation of Court motions as requested by counsel; (f) assist with compliance with the reporting requirements of the Bankruptcy Code, Bankruptcy Rules and local rules, including reports, monthly operating statements and schedules; (g) consult with all other retained parties, secured lender, if any, creditors' committee, and other parties-in- interest; (h) participate in Court hearings and, if necessary, provide testimony in connection with any hearings before the Court; and (i) perform such other tasks as appropriate as may reasonably be requested by the Debtor's management or Company counsel. Getzler Henrich will be paid at these hourly rates: Principals/Managing Directors $515-$635 Directors/Specialists $385-$585 Associate professionals $160-$385 Getzler Henrich received a $100,000 retainer in connection with its services, of which approximately $92,000 remains, which will be applied to Getzler Henrich's final bill. Getzler Henrich will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark G. Samson, partner of Getzler Henrich & Associates LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Getzler Henrich can be reached at: Mark G. Samson Getzler Henrich & Associates LLC 295 Madison Avenue, 20th Floor New York, NY 10017 Tel: (212) 697-2400 About Diesel USA Based in New York, Diesel USA Inc. -- https://shop.diesel.com/ -- a Delaware corporation launched in the United States in 1995, is a wholly-owned subsidiary of the Parent, Diesel S.p.A. It is the United States member of the international Diesel brand, an innovative lifestyle and apparel brand founded in Molvena Italy in 1978. Diesel specializes in a variety of denim-wear and has expanded its offerings to include a vast array of premium casual clothing and accessories for men, women, and children, operating in approximately 85 countries. As of the Petition Date, its brick-and-mortar retail operations consists of 28 retail store locations in 11 states, comprised of 17 full-price retail stores and 11 factory outlet stores. As of the Petition Date, Diesel USA employs 380 people. Diesel USA Inc. filed for chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 19-10432) on March 5, 2019. In the petition signed by CRO Mark G. Samson, the Debtor estimated assets of $50 million to $100 million and liabilities of $10 million to $50 million. The Debtors hire Arent Fox LLP, as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP, as co-counsel; and Mark G. Samson of Getzler Henrich & Associates LLC, as chief restructuring officer. DIESEL USA: Seeks to Hire Young Conaway as Co-Counsel ----------------------------------------------------- Diesel USA, Inc., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP, as co-counsel to the Debtors. Diesel USA requires Young Conaway to: a. provide legal advice and services regarding Local Rules, practices, and procedures and providing substantive and strategic advice on how to accomplish the Debtor's goals in connection with the prosecution of this chapter 11 case, bearing in mind that the Court relies on Delaware counsel such as Young Conaway to be involved in all aspects of each bankruptcy proceeding; b. review, comment, and prepare drafts of documents to be filed with the Court as co-counsel to the Debtor; c. appear in Court and at any meeting with the Office of the U.S. Trustee for the District of Delaware and any meeting of creditors at any given time on behalf of the Debtor as its co-counsel; d. perform various services in connection with the administration of this chapter 11 case, including, without limitation, (i) preparing agenda letters, certificates of no objection, certifications of counsel, notices of fee applications and hearings, and hearing binders of documents and pleadings; (ii) monitoring the docket for filings and coordinating with Arent Fox LLP ("Arent Fox") on pending matters that need responses; (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated with the same; (iv) handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of this case; and (v) coordinating with Arent Fox on any necessary responses; e. prepare and prosecute a chapter 11 plan; and f. perform all other services assigned by the Debtor, in consultation with Arent Fox, to Young Conaway as co-counsel to the Debtor. Young Conaway will be paid at these hourly rates: Pauline K. Morgan $975 Kenneth J. Enos $645 Travis G. Buchanan $530 Jordan E. Sazant $340 Troy Bollman $285 Young Conaway received an initial retainer of $90,000 on February 28, 2019. Young Conaway continues to hold a Retainer in the amount of $49,301. Young Conaway will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; b. None of the Firm's professionals included in this engagement have varied their rate based on the geographic location of this chapter 11 case; c. Young Conaway was retained by the Debtor pursuant to an engagement agreement dated February 22, 2019; and d. The Debtor has approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Kenneth J. Enos, partner of Young Conaway Stargatt & Taylor, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Young Conaway can be reached at: Kenneth J. Enos, Esq. Travis G. Buchanan, Esq. Pauline K. Morgan, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: pmorgan@ycst.com kenos@ycst.com tbuchanan@ycst.com About Diesel USA Based in New York, Diesel USA Inc. -- https://shop.diesel.com/ -- a Delaware corporation launched in the United States in 1995, is a wholly-owned subsidiary of the Parent, Diesel S.p.A. It is the United States member of the international Diesel brand, an innovative lifestyle and apparel brand founded in Molvena Italy in 1978. Diesel specializes in a variety of denim-wear and has expanded its offerings to include a vast array of premium casual clothing and accessories for men, women, and children, operating in approximately 85 countries. As of the Petition Date, its brick-and-mortar retail operations consists of 28 retail store locations in 11 states, comprised of 17 full-price retail stores and 11 factory outlet stores. As of the Petition Date, Diesel USA employs 380 people. Diesel USA Inc. filed for chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 19-10432) on March 5, 2019. In the petition signed by CRO Mark G. Samson, the Debtor estimated assets of $50 million to $100 million and liabilities of $10 million to $50 million. The Debtors hire Arent Fox LLP, as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP, as co-counsel; and Mark G. Samson of Getzler Henrich & Associates LLC, as chief restructuring officer. DPW HOLDINGS: Prices $7 Million Public Offering of Securities ------------------------------------------------------------- DPW Holdings, Inc., has priced an underwritten public offering with gross proceeds of approximately $7,000,000, before deducting underwriting discounts, commissions and other offering expenses. DPW intends to use the net proceeds for the repayment of debt and general corporate purposes. The offering consists of: (i) 2,855,500 shares of its Common Stock together with warrants to purchase 2,855,500 shares of its Common Stock, and (ii) 12,700,000 pre-funded warrants, with each pre-funded warrant exercisable for one share of Common Stock, together with Warrants to purchase 12,700,000 shares of its Common Stock. The Warrants will have an exercise price of $0.45, will be exercisable upon issuance and will expire five years from the date of issuance. DPW has granted the underwriter an overallotment option to purchase up to an additional 2,333,325 shares of Common Stock and/or 2,333,325 Warrants to cover over-allotments, if any. The Company's largest creditor has agreed that in connection with the partial repayment of its debt, the remaining portion will be locked up for six months. The offering is expected to close on April 2, 2019, subject to customary closing conditions. A.G.P./Alliance Global Partners is acting as the sole book-running manager for the offering. This offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-222132) previously filed with the U.S. Securities and Exchange Commission. A preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov.Electronic copies of the preliminary prospectus supplement and prospectus may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 36th Floor, New York, NY 10022 or via telephone at 212-624-2006 or email: prospectus@allianceg.com. Before investing in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that DPW Holdings, Inc. has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about DPW Holdings, Inc. and such offering. About DPW Holdings DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies that hold global potential. Through its wholly owned subsidiaries and strategic investments, the company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, crypto-mining, and textiles. In addition, the company owns a select portfolio of commercial hospitality properties and extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW Holdings' headquarters is located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663. DPW Holdings incurred a net loss of $10.89 million in 2017, following a net loss of $1.12 million in 2016. As of Sept. 30, 2018, the Company had $53.10 million in total assets, $25 million in total liabilities, and $28.09 million in total stockholders' equity. The report from the Company's independent accounting firm Marcum LLP, in New York, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ENSIGN DRILLING: Moody's Assigns B1 CFR & Rates New $700MM Notes B2 ------------------------------------------------------------------- Moody's Investors Service assigned Ensign Drilling Inc. a B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating, SGL-2 Speculative Grade Liquidity Rating, and a B2 senior unsecured rating to the proposed US$700 million notes issue. The rating outlook is stable. This is the first time Moody's has rated Ensign Drilling Inc. Ensign Drilling is a wholly-owned subsidiary of publicly traded Ensign Energy Services Inc. (Ensign). Moody's relies on the financials of Ensign, the guarantor of the senior unsecured notes, to monitor the ratings of Ensign Drilling. Proceeds from the proposed notes offering will be used to refinance existing indebtedness and pay related fees and expenses. Assignments: Issuer: Ensign Drilling Inc. Corporate Family Rating, Assigned B1 Probability of Default Rating, Assigned B1-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Gtd Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5) Outlook Actions: Issuer: Ensign Drilling Inc. Outlook, Assigned Stable RATINGS RATIONALE Ensign Drilling's (B1 CFR) credit rating benefits from 1) solid debt to EBITDA that will be below 3.5x in 2019 and 2020; 2) a strong track record of maintaining solid leverage demonstrated by leverage never rising above 4.1x even in 2016 unlike its peers; 3) broad North American diversification in multiple basins and broad international exposure with a significant number of rigs in Australia, the Middle East and Latin America; and 4) a high quality drilling rig fleet. Ensign's credit rating is challenged by: 1) only about a third of rigs under contracts for more than six months; 2) exposure to the cyclical drilling market which was recovering in 2018, but may stall in 2019 without commodity price improvement; 3) high revolver utilization which should come down as free cash flow is used to reduce drawings; and 4) a lack of upgrade spending that could lead to Ensign's fleet quality and market share lagging peers. In accordance with Moody's Loss Given Default (LGD) Methodology, the senior unsecured notes are rated B2, one notch below the B1 CFR, reflecting the priority ranking of the C$900 million revolving credit facility in the capital structure. Ensign Drilling's SGL-2 liquidity rating reflects good liquidity. Pro forma for the Trinidad acquisition, Ensign will have about $53 million of cash and $69 million available under its C$900 million secured revolving credit facility due November 2021. Moody's expects the cash to be used to reduce revolver borrowings in the near term and positive free cash flow of about C$140 million through 2019. Moody's expects Ensign will be in compliance with its three financial covenants. Alternative sources of liquidity are limited principally to the sale of Ensign's existing drilling rigs, and completion and well service rigs, which are largely encumbered. The stable outlook reflects Moody's expectation that EBITDA will be steady supporting leverage of below 3.5x through 2020. The ratings could be upgraded if debt to EBITDA is below 3x, liquidity is good and if industry conditions improve or are stable. The ratings could be downgraded if debt to EBITDA is above 4.5x, or if liquidity weakens. Ensign Drilling Inc. is a wholly-owned subsidiary of Ensign Energy Services Inc. a publicly traded company located in Calgary, Alberta, Canada. All rated debt is issued by Ensign Drilling Inc. and is guaranteed by its parent, which issues financials upon which the Ensign Drilling Inc. rating is based. Ensign Energy Services Inc. operates land drilling, well servicing and directional service businesses across North America, Australia, Latin American and the Middle East. ENSIGN DRILLING: S&P Assigns 'BB-' ICR, Rates $700MM Debt 'BB-' --------------------------------------------------------------- S&P Global Ratings on April 1 assigned its 'BB-' long-term issuer credit rating to Calgary, Alta.-based contract drilling company Ensign Drilling Inc. S&P also assigned its 'BB-' unsecured debt rating and '4' recovery rating to the company's proposed US$700 million senior unsecured notes due 2024. The issuer credit rating on Ensign reflects the company's strong market share in Canada, the U.S., and Australia; good geographic diversification; and ability to temper EBITDA margin volatility throughout the hydrocarbon price cycle. These strengths are partially offset by Ensign's relatively small fleet of AC super triple rigs compared with that of its U.S. peers. It also reflects S&P's forecast of two-year (2019-2020), weighted-average funds from operations (FFO)-to-debt of 15%-20% and discretionary cash flow (DCF)-to-debt of 7%-%10. The stable outlook reflects S&P's view that Ensign will be able to keep FFO-to-debt in the 15%-20% range while the company maintains adequate liquidity during the next 12 months. It also reflects the rating agency's expectation that Ensign's rig fleet composition will be stable and utilization rates will remain aligned with the industry average in North America. "We could lower our ratings if Ensign's FFO-to-debt drops below 12% consistently. This could result from lower-than-expected utilization and day rates caused by weaker industry activity," S&P said. "We could raise the ratings if Ensign is able to improve its FFO-to-debt consistently above 20%, while maintaining positive free operating cash flow, which it could achieve through higher-than-expected utilization, day rates, and margins driven by an increase in industry activity. In addition, we could raise the ratings if the company increases its scale, scope, diversity, and its portfolio of AC super triple rigs in the U.S.," S&P said. EPR PROPERTIES: Fitch Affirms BB Preferred Stock Rating ------------------------------------------------------- Fitch Ratings has affirmed the ratings of EPR Properties (NYSE: EPR), including the Long-Term Issuer Default Rating at 'BBB-'. The Rating Outlook Is Stable. The ratings reflect EPR's diverse cash flows generated by the company's triple-net leased entertainment, education and recreation segments, resulting in strong leverage and fixed-charge coverage (FCC) metrics for the rating. Fitch expects EPR's leverage to sustain in the 5.0x-5.5x range and FCC ratio to sustain in the 3.0x range. Going forward, management intends to continue to emphasize the three investment segments in which it has a competitive/first-mover advantage and developed investment track record, which Fitch views positively. Notably, EPR has been expanding the types of property it invests in within the company's three core investment segments. Credit concerns include significant tenant concentration and the company's investments in asset classes with less of a track record than traditional real estate sectors. These assets may be less liquid, or financeable during periods of potential financial stress and/or have limited alternative uses. In addition, EPR has below-peer contingent liquidity, based on Fitch's unencumbered asset coverage of unsecured debt (UA/UD) ratio of 1.7x, which employs a stressed 12% capitalization rate to derive unencumbered asset value. KEY RATING DRIVERS Growing Niche Sectors: The ratings reflect EPR's focus on investing in the growing entertainment (48.0% of EPR's 4Q18 NOI), recreational (32.0%) and educational (18.9%) sectors. Consumer cultural trends toward valuing experiences over ownership and combining retail sales with experiences (i.e. experiential retailing) drive EPR's portfolio strategy. EPR is also focused on the trend towards public charter school creation and enrollment. Fitch notes that alternative uses of space in the property sectors EPR operates may be limited or may require significant capital expenditures to new tenants. In addition, the mortgage financeability and depth of the asset transaction market of these asset classes is less robust than that of other real estate sectors. EPR's estimated tenant rent coverage for the broader portfolio is approximately 1.9x according to the company as of Dec. 30, 2018, below the Fitch Net lease coverage universe in the mid-2x range. Minimal Lease Expirations: From 2019 to 2023, no more than 4.3% of total revenue expires in any single year. Ninety percent of the lease expirations through 2024 are theater leases, representing approximately 14.5% of EPR's total revenues; the recreation segment has no lease expirations until 2025. Historically, most tenants have chosen to exercise their renewal options, which has mitigated re-leasing risk and provided predictability to portfolio-level cash flows. However, the dearth of rental expirations and the propensity to invest in property capital improvements - typically revenue enhancing - upon expiration limits the sample size for evaluating renewal and new lease rental rate changes. No Near-term Debt Maturities: EPR has no debt maturities until 2022, when the company's unsecured credit facility and a $350 million unsecured debt offering come due. The company has two significant maturities in 2023 representing approximately 23% of the company's total debt - a $400 million term loan and a $275 million bond issuance. Fitch expects the company will continue to effectively manage its debt maturity profile, which should reduce refinancing risk in any given year. EPR's leverage (net debt, excluding preferred stock, to recurring operating EBITDA) is in the low 5.0x range for the quarter ended Dec. 31, 2018. Fitch expects EPR's leverage to sustain in the 5.0x-5.5x range and FCC ratio to sustain in the 3.0x range, which is strong for the rating. Significant Tenant Concentrations: The company's top 10 tenants accounted for 63% of 4Q18 total revenue, well above the Fitch net lease REIT peer average in the mid-20% range. EPR's largest tenant, American Multi-Cinema, Inc. (AMC), accounted for nearly 19% of total revenue in 4Q18, and the company's top four theater tenants collectively accounted for approximately 37% of 4Q18 revenue. EPR's second largest tenant representing 11.4% of EPR's 4Q18 revenues is Topgolf, a private company which features golf driving ranges paired with food and beverage offerings. As of March 1, 2019, there are 53 Topgolf locations, 49 in the United States, three in the United Kingdom and one in Australia. EPR's largest education tenant is Basis Independent Schools, LLC, which accounted for 3.5% of total revenue in the fourth quarter. Basis is a network of Pre K-12 private, secular schools with five locations: two in New York City, two in the San Francisco Bay area and one in metro Washington, D.C. Improved Asset Concentration: As of Dec. 31, 2018, the company's top 10 assets represent approximately 11% of 4Q18 NOI and no individual asset represents more than 2.2% of 4QNOI. In 2018, EPR's largest asset, a $250 million mortgage receivable on a portfolio of 13 ski resorts representing approximately 4% of gross assets at cost, was paid off. As of Dec. 31, 2018, the company holds approximately $517.5 million in total mortgage receivables representing approximately 7.3% of the company's gross book value; $368.7 million of the receivables are related to the company's recreation segment with the remainder in the education segment. Mixed Box Office Results: North American box office revenue growth has slowed over the past five years, growing at an annual growth rate of approximately 1.8%. Average ticket price has maintained a 2.3% growth rate during the same time period, but attendance has trended down 0.5% per year and is down 17.2% from its peak in 2002. Moviegoers appear to be in theaters less often, but when they do attend, it is at a higher price, indicating the movie experience may be becoming more of an event than it has in the past. Fitch expects exhibitor industry attendance growth will remain challenging but recognizes EPR's strategy of owning theaters that offer robust amenities and food and beverage options, which provide more overall in revenues per theater visit. As of Dec. 31, 2018, 159 of the company's 170 entertainment properties in service were megaplex theaters. EPR's theater portfolio is 100% leased and, since the company's formation in 1997, only one small theater tenant (operating two theaters) has defaulted. Despite the dearth of lease payment defaults, EPR has realized negative leasing spreads upon renewal from time to time, which partially reflects the limited alternative tenants and uses for the assets. Evolving Education Sector: EPR is focused on the growing market for educational investments, in particular public charter schools, which represent 10.5% of EPR's annualized net operating income (NOI) as of Dec. 31, 2018. EPR's total educational portfolio, including private schools and early childhood education centers, represents 18.9% of annualized NOI as of Dec 31, 2018. EPR's tenant rent coverage for the education segment is 1.5x as of Dec. 31, 2018, which is low compared to the company's other sectors. In December 2017, subsidiaries of early education tenant Childhood Learning Adventure USA, LLC (CLA), representing approximately 2% of EPR's total revenues, filed for bankruptcy protection. EPR recently announced it has found a new operator to lease all 21 properties previously leased to CLA, but management expects a reduction in rent of approximately 20%-25% from original contractual amounts, assuming the new tenant occupies the properties as planned. The company has been expanding its relationships with new school operators to minimize tenant concentration in that segment. EPR had 59 education operators as of Dec. 31, 2018, compared to just one tenant during the 2010 to 2011 school year. Academic performance and or political or budget factors will likely be a primary factor in determining lease renewal, which is out of EPR's control. New Lodging Exposure: EPR recently invested $68 million in two hotel properties in St. Petersburg, Florida with the intent of investing in new recreational amenities at the sites, increasing the company's recreation-anchored lodging properties to five. The initial investment in the St. Petersburg assets is part of a joint venture in a traditional REIT structure, subjecting EPR to operating risk. The hotel investment is not expected to exceed 1% of gross book value and to eventually convert into more traditional triple net lease assets or a debt structure. The company intends to limit investments with operating risk to less than 10% of its overall portfolio. DERIVATION SUMMARY EPR's closest peers by asset type, focusing on the ownership of net leased properties with a variety of service-oriented tenants like restaurants, theaters, schools and convenience stores, which are similarly rated include: VEREIT, Inc. (BBB-/Stable), Spirit Realty Capital (BBB-/Positive), and STORE Capital Corp. (BBB/Stable). The company's growing niche property sectors, leverage metrics, long-term leases and low near-term debt maturities are credit strengths. The company's tenant concentrations along with its focus on property types that have fewer mortgage financing options and have weaker contingent liquidity relative to peers, are credit concerns. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Annual same-store NOI growth of approximately 1% through 2021, reflecting both contractual rent escalations, rental renewal rates and occupancy assumptions; -- Net annual investments (including projected financing activities) of approximately $350 million in 2019 and $650 million annually in 2020 and 2021 with a yield of 8%; -- Unsecured bond issuance of $400 million in 2020; -- Equity issuance of $650 million cumulatively through 2021; -- Approximately $5 million of maintenance capital expenditures annually through 2021. Capital expenditures are low due to the primarily triple-net lease structure and long-term leases. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch's expectation of net debt to recurring operating EBITDA sustaining below 4.5x; -- Fitch's expectation of fixed-charge coverage sustaining above 3.0x; -- Increased mortgage lending activity in the theater, recreation and education property sectors, demonstrating contingent liquidity for the asset classes; -- Fitch's expectation of unencumbered assets coverage of net unsecured debt sustaining above 2.0x. -- Reduction in tenant concentrations with the company's top 10 tenants representing no more than 50% of rental revenues and no one tenant representing more than 20% of rental revenues. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Fitch's expectation of net debt to recurring operating EBITDA sustaining above 5.5x; -- Fitch's expectation of fixed-charge coverage sustaining below 2.2x; -- Liquidity coverage sustaining below 1.25x, coupled with a strained unsecured debt financing environment; -- Deterioration in operating fundamentals or asset quality (e.g. sustained weakness or volatility in SSNOI results and or corporate earnings growth). LIQUIDITY Mixed Liquidity Metrics: EPR's sources of cash exceed its uses by a ratio of 4.6x for the period beginning Jan. 1, 2019 through Dec. 31, 2020, which is very strong. Fitch defines liquidity coverage as sources of liquidity (unrestricted cash, availability under the revolving credit facility, expected retained cash flows from operating activities after dividend payments) divided by uses of liquidity (debt maturities, development expenditures, and capital expenditures). Fitch calculates EPR's contingent liquidity in the form of unencumbered asset coverage of unencumbered debt (UA/UD) at 1.7x when stressing unencumbered NOI at a 12% capitalization rate. The company's UA/UD is below the typical 2.0x threshold that Fitch views as appropriate for investment-grade REITs. UA/UD is driven by the higher capitalization rates which the company's assets trade at relative to other property sectors. The higher the cap rates, the lower the calculated unencumbered asset value of the company, which is calculated based on annualized 4Q18 unencumbered NOI. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: EPR Properties -- Long-Term Issuer Default Rating at 'BBB-'; -- Unsecured revolving line of credit at 'BBB-'; -- Senior unsecured term loan at 'BBB-'; -- Senior unsecured notes at 'BBB-'; -- Preferred stock at 'BB'. The Rating Outlook is Stable. EVEN STEVENS: Taps Davis Miles as Legal Counsel ----------------------------------------------- Even Stevens Arizona LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Davis Miles McGuire Gardner, PLLC, as its legal counsel. The firm will advise the company and its affiliates of their rights, duties and powers under the Bankruptcy Code; assist in the preparation of a bankruptcy plan; and provide other legal services in connection with their Chapter 11 cases. The firm will be paid at these hourly rates: Partner $425 Associate Attorney $295 Paralegal $150 The Debtors have agreed to make an advance payment of $90,000 for fees and work-related costs. Davis Miles has waived any pre-bankruptcy claim against the Debtors. With that waiver, the Debtors do not believe that any conflict exists in hiring the firm, according to court filings. The firm can be reached through: Pernell W. McGuire, Esq. Davis Miles McGuire Gardner, PLLC 40 E. Rio Salado Parkway, Ste 425 Tempe, AZ 85281 Tel: 480-733-6800 Fax: 480-733-3748 Email: pmcguire@davismiles.com azbankruptcy@davismiles.com About Even Stevens Arizona Even Stevens -- https://evenstevens.com/ -- is a craft-casual restaurant chain that specializes in sandwiches and salads. Even Stevens Arizona LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 19-03235) on March 21, 2019. At the time of the filing, the Debtors estimated assets and liabilities as follows: Estimated Assets Estimated Debt ---------------- -------------- Even Stevens Arizona $0 to $50,000 $10-mil. to $50-mil. Even Stevens Sandwiches $1-mil. to $10-mil. $1-mil. to $10-mil. Even Stevens Utah $0 to $50,000 $1-mil. to $10-mil. Even Stevens Idaho $0 to $50,000 $500,000 to $1-mil. FERMARALIZ CORP: Seeks to Hire Fraticelli as Accountant ------------------------------------------------------- Fermaraliz Corp has filed an amended application with the U.S. Bankruptcy Court for the District of Puerto Rico seeking approval to hire Cynthia Garcia Fraticelli, as accountant to the Debtor.. Fermaraliz Corp requires Fraticelli to: -- prepare its monthly operating reports and periodic statements of its operations; -- represent the Debtor in tax investigation; provide tax and management counseling; -- prepare tax returns; and -- provide other accounting services necessary to administer its bankruptcy estate. Fraticelli will be paid $150 per month. Fraticelli will also be reimbursed for reasonable out-of-pocket expenses incurred. Fraticelli assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Fraticelli maintains an office at: Cynthia I. Garcia Fraticelli Urb. Bella Vista 4111 Calle Nuclear Ponce, PR 00716 Tel: (787) 613-0411 Fax: (787) 812-3409 About Fermaraliz Corp. Fermaraliz Corp., based in Coamo, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 18-06456) on Nov. 1, 2018. In the petition signed by Jose F. Espada Colon, president, the Debtor disclosed $389,300 in assets and $1,046,703 in liabilities. The Hon. Edward A. Godoy oversees the case. Modesto Bigas Mendez, Esq., at Modesto Bigas Law Office, is the Debtor's bankruptcy counsel. FIRST NBC BANK: Hires Globic Advisors as Limited Noticing Agent --------------------------------------------------------------- First NBC Bank Holding Company seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Globic Advisors, as limited noticing agent to the Debtor. First NBC Bank requires Globic Advisors to: (i) identify the Securities Intermediaries, who hold the bonds on behalf of their clients, the Beneficial Holders, and furnish Solicitation Notices to the appropriate Bondholder parties; (ii) receive and tabulate Bondholder ballots on the plan; and, if the contemplated plan is confirmed, (iii) act as a settlement agent for disbursement to such parties pursuant to the plan. Globic Advisors will be paid a flat fee, as follows: Solicitation/Information Agent $6,000 Balloting/Tabulation Agent $6,000 Settlement Agent $6,000 To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Globic Advisors can be reached at: Globic Advisors 485 Madison Avenue, 7th Floor New York, NY 10022 Tel: (212) 227-9699 Fax: (212) 271-3252 About First NBC Bank Holding Company First NBC Bank Holding Company -- http://www.firstnbcbank.com/-- is a bank holding company, headquartered in New Orleans, Louisiana, which offers a broad range of financial services through its wholly-owned banking subsidiary, First NBC Bank, a Louisiana state non-member bank. First NBC Bank's primary market is the New Orleans metropolitan area and the Florida panhandle. It serves its customers from its main office located in the Central Business District of New Orleans, 38 full service branch offices located throughout its market and a loan production office in Gulfport, Mississippi. First NBC Bank sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-11213) on May 11, 2017. The petition was signed by Lawrence Blake Jones, chief restructuring officer. The Debtor disclosed $6 million in assets and $65 million in liabilities as of May 10, 2017. The bankruptcy filing follows the appointment of the Federal Deposit Insurance Corporation as receiver of First NBC Bank, the Debtor's wholly owned subsidiary and principal asset, on April 28, 2017, for which the Debtor has previously announced that it does not expect any recovery. The case is assigned to Judge Elizabeth W. Magner. Steffes, Vingiello & McKenzie, LLC, is the Debtor's bankruptcy counsel. Phelps Dunbar, LLP serves as local counsel, and PricewaterhouseCoopers LLP serves as accountant. On May 18, 2017, the U.S. Trustee for Region 5 appointed an official committee of unsecured creditors. Jeffrey D. Sternklar LLC is the committee's legal counsel while Stewart Robbins & Brown, LLC is its legal counsel. FRANK INVESTMENTS: Hires Mr. Barbee of GlassRatner as CRO --------------------------------------------------------- Frank Investments, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Alan Barbee of GlassRatner Advisory & Capital Group, LLC, as chief restructuring officer and financial advisor to the Debtor. Frank Investments requires GlassRatner to: -- prepare monthly operating and periodic value reports; -- assist in all aspects of business activities and operations, managing real estate, serving as the principal contact with creditors regarding financial and operational matters and providing information for inclusion in court filings; -- report to the principal of the Debtors; -- consult and provide the principal with the status of actions which have been initiated and actions which are being planned but not yet initiated. GlassRatner will be paid at these hourly rates: Alan Barbee $450 Staffs $135 The Firm agrees to a monthly maximum on fees. Any fees incurred by the Firm during a month that exceed the Monthly Cap shall be applied as follows: (i) 50% of such fees will be carried over and billed to the subsequent month and (ii) 50% of such fees will be permanently written off by the Firm. The Monthly Cap will be $35,000 during the first month of the Firm's employment and $20,000 per month thereafter. The Firm will require a retainer of $35,000, and the Monthly Cap will be included as an approved expense in financing and cash collateral budgets. GlassRatner will also be reimbursed for reasonable out-of-pocket expenses incurred. Alan Barbee, a partner at GlassRatner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. GlassRatner can be reached at: Alan Barbee GLASSRATNER ADVISORY & CAPITAL GROUP, LLC 1400 Centrepark Boulevard, Suite 860 West Palm Beach, FL 33401 Tel: (561) 932-0785 E-mail: abarbee@glassratner.com About Frank Investments Frank Investment Inc., Frank Entertainment Companies LLC and Frank Theatres Management LLC are affiliates of Rio Mall LLC, which sought bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17840) on June 28, 2018. Rio Mall owns and operates commercial real property that comprises the shopping center known as Rio Mall located at 3801 Route 9 South, Rio Grande, New Jersey. Frank Entertainment Companies owns, operates, develops and manages entertainment venues including nickelodeons, motion picture theatres, arcades, restaurants, nightclubs, water parks, bowling centers, game centers, skate parks, and other real estate properties. Jupiter, Fla.-based Frank Investments and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-20019) on Aug. 17, 2018. In the petitions signed by Bruce Frank, president, Frank Investments and Frank Entertainment estimated $10 million to $50 million in assets and liabilities while Frank Theaters estimated $10 million to $50 million in assets and $50 million to 100 million in liabilities. Judge Erik P. Kimball oversees the cases. Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A., serves as bankruptcy counsel. GlassRatner Advisory & Capital Group, LLC, as chief restructuring officer. No official committee of unsecured creditors has been appointed in the Debtors' cases. FS ENERGY: Moody's Withdraws Ba3 Rating on Senior Credit Facility ----------------------------------------------------------------- Moody's Investors Service withdrew the Ba3 senior secured rating, with a positive outlook, previously assigned to FS Energy and Power Fund's senior secured credit facility. The senior secured facility had an aggregate amount of $620 million at year-end 2018 and comprised a revolving credit facility with $413 million available and term loan A in the amount of $207 million. FS Energy and Power Fund's Ba3 corporate family rating, Ba3 rating on the senior secured notes, and positive outlook are unaffected by this withdrawal. Withdrawals: Issuer: FS Energy and Power Fund Senior Secured Bank Credit Facility, Withdrawn, previously rated Ba3, Positive RATINGS RATIONALE Moody's has decided to withdraw the ratings for its own business reasons. GAMCO INVESTORS: Moody's Affirms 'Ba1' LT CFR & Sr. Unsec. Rating ----------------------------------------------------------------- Moody's Investors Service has affirmed GAMCO Investors, Inc.'s Ba1 long term corporate family rating (CFR) and senior unsecured debt rating. Moody's has also assigned a probability of default rating at Ba1-PD. Additionally, the provisional shelf ratings have been affirmed. The outlook is stable. The following rating actions were taken: LT Corporate Family Rating, affirmed at Ba1; Senior Unsecured, affirmed at Ba1; Senior Unsecured Shelf affirmed at (P)Ba1; Subordinate Shelf affirmed at (P)Ba2; Junior Subordinate Shelf affirmed at (P)Ba2; Preferred Shelf, affirmed at (P)Ba3; Probability of Default Rating, assigned at Ba1-PD; Outlook, maintained at stable. RATINGS RATIONALE GAMCO's credit ratings incorporate the significant long term challenges facing the company including weak underlying investment performance across its actively managed value-oriented equity mutual fund complex, poor AUM resilience, and declining revenue scale. In Moody's view, performance has played a key role in driving GAMCO's poor AUM resilience metrics and declining revenue scale. AUM resilience and revenue scale are important indicators of an asset manager's ability to compete and maintain market share. In spite of these challenges, Moody's has affirmed the ratings based upon improvements in GAMCO's financial profile including declining financial leverage, strong and consistent profitability as well as good balance sheet liquidity. Further, the rating incorporates its forward expectation that leverage will continue to remain very low. Moody's believes these characteristics make GAMCO more resilient to organic growth and competitive pressures on the top line. GAMCO's mutual funds have been underperforming on a one, three, and five year basis while the company has maintained premium pricing on these products. This has contributed to a decline in AUM on an organic basis. Over the past five years, organic growth has averaged about -7% annually. As an active equity manager, GAMCO's ability to retain and grow AUM is also negatively impacted by the general shift in investor preferences toward lower cost, passive investment products. The firm's ability to improve its competitive position will therefore be challenged by this shift as well as GAMCO's own investment performance track record. GAMCO's financial flexibility has improved significantly since the spin-off of the company's alternative investment and institutional research businesses into Associated Capital Group in 2015. GAMCO has reduced financial leverage to 0.20x debt/EBITDA at December 2018 from 2.1x at year-end 2015 by mainly deferring or waiving the cash compensation of Chief Executive Officer Mario Gabelli and using the freed up cash flow to pay down debt. As of December 31, 2018, GAMCO's long term debt consisted of $24 million of 5.875% senior notes due June 1, 2021, while balance sheet cash totaled $41 million or nearly 2x debt. Moody's expects prospective free cash flow generation to be strong and highly supportive of balance sheet liquidity. GAMCO's pre-tax income margins continue to be robust, averaging approximately 42% over the past five years. Margins are supported by the company's low fixed cost base. Variable compensation, including executive compensation, is managed prudently particularly during bouts of market volatility, resulting in consistently high pre-tax income margins over long periods of time. GAMCO's business profile is supported by the company's widely recognized brand, a diverse client base, and strong distribution capabilities for the rating level. RATINGS DRIVERS Moody's said factors that could cause upward pressure on GAMCO's ratings include: 1) a reversal of net outflows and sustained quarterly net inflows equivalent to a low single digit annual organic asset growth rate; 2) an improvement in the firm's asset class diversification; and 3) sustained leverage (debt/EBITDA as calculated by Moody's) below 0.5x. Conversely, the ratings could face downward pressure if: 1) leverage (debt/EBITDA as calculated by Moody's) is sustained above 1.0x; 2) pre-tax income margins are consistently below 30%; and 3) there are persistent net asset outflows exceeding 10% of beginning AUM on an annual basis. GAMCO, through its subsidiaries, manages private advisory accounts, mutual funds, and closed-end funds for both retail and institutional investors. As of 31 December 2018, GAMCO had $34.4 billion in assets under management. GMI GROUP INC: Seeks to Hire Freed Howard as Special Counsel ------------------------------------------------------------ GMI Group, Inc., filed an amended application with the U.S. Bankruptcy Court for the Northern District of Georgia seeking approval to hire Freed Howard LLC, as special counsel to the Debtor. GMI Group requires Freed Howard to assist the Debtor with the multitude of litigation matters that are pending in the Chapter 11 case, specifically in the underlying litigation of theDebtor with its "breakup" from the former partner and which resulted in the issue involving the Special Master. Freed Howard will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Freed Howard holds a prepetition claim in the amount of $10,834. Freed Howard is willing to waive this claim against the Bankruptcy Estate. Gary Freed, a partner at Freed Howard, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Freed Howard can be reached at: Gary Freed, Esq. FREED HOWARD LLC 101 Marietta St., Suite 3600 Atlanta, GA 30312 Tel: (470) 839-9300 About GMI Group GMI Group, Inc. -- http://thegmigroup.com/-- is a janitorial service company serving the Southeastern United States. Established in 2005, the Company specializes in corporate sites, multitenant, medical offices, universities, schools, manufacturing plants, federal, state and local agency facilities. GMI Group filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-52577) on Feb. 14, 2019. In the petition signed by CEO Kayla Dang, the Debtor disclosed $791,787 in assets and $1,621,246 in liabilities. Shayna M. Steinfeld, Esq., at Steinfeld & Steinfeld PC, is the Debtor's counsel. GORE FREIGHT COMPANY: Hires Whitworth Law as Attorney ----------------------------------------------------- Gore Freight Company, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ JS Whitworth Law Firm, as attorney to the Debtor. Gore Freight Company requires Whitworth Law to: (a) provide legal advice with respect to Debtor's rights and duties as debtor-in-possession and continued business operations; (b) assist, advise and represent the Debtor in analyzing the Debtor's capital structure, investigating the extent and validity of liens, cash collateral stipulations or contested matters; (c) assist, advise and represent the Debtor in post-petition financing transactions; (d) assist, advise and represent the Debtor in the sale of certain assets; (e) assist, advise and represent the Debtor in the formulation of a disclosure statement and plan of reorganization and to assist the Debtor in obtaining confirmation and consummation of a plan of reorganization; (f) assist, advise and represent the Debtor in any manner relevant to preserving and protecting the Debtor's estate; (g) investigate and prosecute preference, fraudulent transfer and other actions arising under Debtor's bankruptcy avoiding powers; (h) prepare on behalf of the Debtor all necessary applications, motions, answers, orders, reports, and other legal papers; (i) appear in Court and to protect the interests of the Debtor before the Court; (j) assist the Debtor in administrative matters; (k) perform all other legal services for the Debtor which may be necessary and proper in these proceedings; (l) assist, advise and represent the Debtor in any litigation matters, including, but not limited to, adversary proceedings; (m) continue to assist and advise the Debtor in general corporate and other matters related to the successful reorganization of the Debtor; and (n) provide other legal advice and services, as requested by the Debtor, from time to time. Whitworth Law will be paid at these hourly rates: Attorney $300 Legal Assistants $125 The Debtor paid Whitworth Law the sum of $20,000: (i) with an initial payment for a comprehensive bankruptcy analysis of $2,278 (fees of $2,250 and expenses of $28); (ii) $1,7170 to be applied to the filing fee; and (iii) the balance of $16,005, deposited into the attorney fee retainer held in the Firm's Trust Account. Whitworth Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Jana Smith Whitworth, a partner at JS Whitworth Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Whitworth Law can be reached at: Jana Smith Whitworth, Esq. JS WHITWORTH LAW FIRM, PLLC P.O. Box 2831 McAllen, TX 78502 Tel: (956) 371-1933 Fax: (956) 265-1753 E-mail: jana@jswhitworthlaw.com About Gore Freight Company Gore Freight Company, LLC is a general freight trucking company specializing in the delivery and shipments between Mexico, the United States, and Canada. The Company offers door-to-door delivery, cross-border shipping, fleet service, trans-loading, bonded freight services, and cross-docking. http://www.gorefreight.com/ Gore Freight Company, LLC, based in San Juan, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-70090) on March 20, 2019. In the petition signed by Eduardo Castano, member, the Debtor disclosed $2,241,213 in assets and $1,917,084 in liabilities. The Hon. Eduardo V. Rodriguez oversees the case. Jana Smith Whitworth, Esq., at JS Whitworth Law Firm, serves as bankruptcy counsel. GRAY LAND: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- The Office of the U.S. Trustee on March 29 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Gray Land & Livestock, LLC. About Gray Land & Livestock LLC Gray Land & Livestock is a privately held company that operates in the animal food manufacturing industry. Gray Land & Livestock protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 19-00467) on February 28, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case has been assigned to Judge Frederick P. Corbit. The Debtor tapped Bailey & Busey LLC as its legal counsel. GREEK BROS: May 28 Hearing on Chapter 11 Plan --------------------------------------------- Before the Bankruptcy Court is the Disclosure Statement and the First Amended Chapter 11 Plan filed by The Greek Bros., Inc. The Disclosure Statement is approved but confirmation is denied. Hearing has been set on the amended Chapter 11 Plan at 12:00 p.m. on May 28, 2019. Objections to confirmation must be filed with the clerk of the bankruptcy court no later than May 21, 2019. The proposed confirmation order was filed on March 21, 2019. It does not contain a certificate of service and was not served on all creditors. It was also filed five days prior to the scheduled hearing. The Court has reviewed the proposed confirmation order. It finds the proposed changes to the Amended Chapter 11 Plan to be material, which means creditors must be given notice. While the Debtor’s counsel’s approach is expedient, it does not satisfy due process requirements. About The Greek Bros. Inc. The Greek Bros., Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-60017) on April 11, 2018. In the petition signed by George Charkalis, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The Debtor tapped the Law Office of Margaret M. McClure as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. GRESHAM & GRAHAM: Seeks to Hire Jimmy Borunda as Legal Counsel -------------------------------------------------------------- Gresham & Graham General Partnership seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire the Law Office of Jimmy Borunda as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services in connection with its Chapter 11 case. The firm will be paid at these hourly rates: Jimmy Borunda $175 Associate Attorney $125 Paralegal $100 Legal Assistant $75 The Debtor's principal paid the firm a total of $2,800 in the one year prior to the bankruptcy filing. Jimmy Borunda does not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Jimmy Borunda, Esq. Law Office of Jimmy Borunda 850 N. 2nd Ave. Phoenix, AZ 85003 Tel: 602-272-0379 Fax: 602-254-6677 Email: jimmy@borundalaw.net About Gresham & Graham General Partnership Gresham & Graham General Partnership is an Arizona general partnership formed as part of the estate plan of Thomas and Theresa Littler. It was formally created in 2010 although the estate plan of the Littlers originated much earlier. The partnership owned interests in three parcels of real property during its existence. Gresham & Graham previously filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-08801) on July 31, 2017. Gresham & Graham again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-03220) on March 23, 2019. 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 is assigned to Judge Madeleine C. Wanslee. The Law Office of Jimmy Borunda serves as counsel to the Debtor. GULF COAST: Unsecured Creditors to Get 100% in 12 Installments -------------------------------------------------------------- Gulf Coast Medical Park LLC filed a Chapter 11 plan of reorganization and accompanying disclosure statement proposing that General Unsecured Claims, classified in Class 4, are impaired and will receive a 100% distribution on their allowed claims. These distribution shall be paid in 12 equal monthly installments without interest commencing on the first day of the month that occurs after the entry of the Confirmation Order and continuing on the first day of each successive month thereafter until paid in full. The Debtor may elect in its sole discretion to make full payment to the Class 4 Creditors prior to the expiration of the twelve-month payment term. Class 1: Secured Claim of Centennial Bank. This class consists of the secured claim held by the Secured Lender, Centennial Bank. Such debt will be reinstated in accordance with the terms of the Confirmation Order, the applicable loan documents, and the Debtor will continue to make all future payments as they become due under the applicable loan documents commencing on the Effective Date. Any allowed pre-petition debt owed to the creditor will be cured within thirty (30) days from the date that the Confirmation Order is entered by the Court. Class 2: Settled Claims of the Ohio Partners are impaired. Class 2 consists of all of the Claims of the Ohio Partners in accordance with the Parties' Settlement Agreement. This Settlement Agreement still remains subject to Bankruptcy Court approval. To fulfill its obligations under the Karlstedt Companies' obligations under the Settlement Agreement, the Debtor -- with the Court's approval -- has already made a distribution to Magnus Karlstedt (the Debtor's principal) in the sum of $50,000, which in turn was paid to Lorain and Loroh. This payment is not being held in trust. Rather, the Agreement specifies that the Karlstedt Payment is being made in exchange for Karlstedt's satisfaction of the State Court order entitled Order Awarding Attorney Fees and Costs in Connection with Motion for Sanctions, which required Karlstedt to pay attorney's fees and costs to counsel for Loroh and Lorain in the amount of $43,464. Class 3: Priority Non-Tax Claims are impaired. This Class consists for all allowed claims entitled to priority under Section 507(a) of the Bankruptcy Code, except administrative expense claims under Section 507(a)(2) and priority tax claims under Section 507(a)(8). The Debtor knows of no claims that will be allowed as a priority claim under this class. To the extent that such a claim exists and is allowed, the Debtor shall make payment in full within thirty (30) days of the date that the Confirmation Order is entered, unless the Debtor and the creditor agree to alternative terms for payment. Class 5: Equity Interests. This Class consists of parties who hold an ownership interest (i.e., equity interest) in the Debtor. The Amended Plan provides that the current equity interests in the Debtor will be reinstated. In that regard, this Class is deemed to have accepted the Amended Plan. The Amended Plan will be funded by the future income derived from continued operations of the Debtor. A full-text copy of the Amended Disclosure Statement dated March 27, 2019, is available at http://tinyurl.com/yygo32q9from PacerMonitor.com at no charge. About Gulf Coast Medical Park Gulf Coast Medical Park LLC, based in Punta Gorda, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-02446) on March 28, 2018. In the petition signed by Magnus Karlstedt, managing member, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Caryl E. Delano is the case judge. Michael R. Dal Lago, Esq., at Dal Lago Law, serves as bankruptcy counsel to the Debtor. Holmes Fraser, P.A., is the special litigation counsel; and Webb, Lorah & McMillan, PLLC, CPAs, is the accountant. No official committee of unsecured creditors has been appointed in the Chapter 11 case. HEATH OIL: May 6 Plan Confirmation Hearing ------------------------------------------ The disclosure statement explaining Heath Oil Company, Inc.'s small business Chapter 11 plan is conditionally approved. The hearing to consider final approval of the disclosure statement and for hearing on confirmation of the plan will be on May 6, 2019 at 9:30 A.M. The last day for filing written acceptances or rejections of the plan on May 2, 2019. The last date to file and serve written objections to the disclosure statement and confirmation of the plan on May 2, 2019. A full-text copy of the Plan is available for free at https://tinyurl.com/yy99p43u from PacerMonitor.com at no charge. About Heath Oil Company Inc. Heath Oil Company, Inc. is a merchant wholesaler of petroleum and petroleum products based in Winchester, Tennessee. Heath Oil Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 18-12323) on May 28, 2018. In the petition signed by Steven M. Heath, president, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Shelley D. Rucker presides over the case. HELIOS AND MATHESON: Sabby Volatility Has 9.9% Stake as of March 26 ------------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz disclosed that as of March 26, 2019, they beneficially own 199,953,972 shares of common stock of Helios and Matheson Analytics Inc., which represents 9.99% of the shares outstanding. Sabby Management, LLC and Hal Mintz do not directly own any shares of Common Stock, but each indirectly owns 199,953,972 shares of Common Stock. Sabby Management, LLC, a Delaware limited liability company, indirectly owns 199,953,972 shares of Common Stock because it serves as the investment manager of Sabby Volatility Warrant Master Fund, Ltd. Mr. Mintz indirectly owns 199,953,972 shares of Common Stock in his capacity as manager of Sabby Management, LLC. A full-text copy of the regulatory filing is available for free at: https://is.gd/6xpfHO About Helios and Matheson Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- currently owns approximately 92% of the outstanding shares (excluding options and warrants) of MoviePass Inc., a premier movie-theater subscription service, 100% of the outstanding membership interests in MoviePass Ventures LLC and 51% of the outstanding membership interests in MoviePass Films LLC. Helios's holdings also include Zone Technologies, Inc., creator of RedZone Map, a safety and navigation app for iOS and Android users, and a community-based ecosystem that features a socially empowered safety map app that enhances mobile GPS navigation using advanced proprietary technology. Helios is headquartered in New York, NY. Helios and Matheson reported a net loss of $150.8 million for the year ended Dec. 31, 2017, compared to a net loss of $7.38 million for the year ended Dec. 31, 2016. The Company's amended balance sheet at Sept. 30, 2018, showed $134.30 million in total assets, $68.86 million in total liabilities, and $65.44 million in total stockholders' equity. The report from the Company's independent accounting firm Rosenberg Rich Baker Berman, P.A., in Somerset, New Jersey, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and negative cash flows from operating activities. This raises substantial doubt about the Company's ability to continue as a going concern. HELIX ACQUISITION: S&P Cuts ICR to 'B-', Outlook Stable ------------------------------------------------------- S&P Global Ratings announced that it lowered its issuer credit rating on Helix Acquisition Holdings Inc. to 'B-' from 'B' and said the outlook is stable. At the same time, S&P assigned a 'B-' issue-level rating to the proposed add-on and lowered its existing issue-level ratings on the company's first-lien term loan to 'B-' from 'B' and the second-lien term loan to 'CCC' from 'CCC+'. Helix, through wholly owned subsidiary MWI Holdings Inc., has agreed to acquire a manufacturer of medical and aerospace metal components, partially financed with the issuance of $50 million of incremental first-lien debt. S&P expects adjusted debt to EBITDA to remain near 7.5x over the next 12 to 18 months. The downgrade reflects MWI's elevated leverage pro forma for the acquisition. Along with pressures from raw material price increases, a tight labor market, and likely continued pursuit of further debt-financed acquisitions, S&P expects leverage to remain high over the next 12 months. "The stable outlook reflects our expectation that S&P Global Ratings' adjusted leverage will remain near 7.5x over the next 12 months, and includes the expectation that the risks associated with other sizable acquisitions and the financial sponsor ownership will not have a material impact on the rating in the near term. Despite high debt leverage, we believe that MWI's capital structure will remain sustainable and that the company will maintain adequate liquidity over the next 12 months, supporting our stable outlook," S&P said. S&P could lower its ratings on MWI if the rating agency comes to view the company's capital structure as unsustainable or its liquidity position becomes constrained such that its free cash flows become negative over a sustained period. This could occur if MWI continued aggressive financial policies, either through additional debt-funded acquisitions or shareholder distributions. Lower ratings may also result from the company's failure to successfully integrate its recent acquisitions, or if the company continues to face considerable and sustained tariff obstacles, which could further pressure EBITDA margins and cash flow generation. "While unlikely over the next 12 months given our forecast, we could revise our ratings on MWI if the company reduces its adjusted debt to EBITDA ratio to below 6.5x on a sustained basis (inclusive of potential debt-funded acquisitions) and we believe the financial sponsor is committed to maintaining lower leverage over the longer term," S&P said. HEXION HOLDINGS: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Eighteen affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Hexion Holdings LLC (Lead Case) 19-10684 aka Momentive Specialty Chemicals Holdings LLC aka Hexion 180 East Broad Street Columbus, OH 43215 Hexion LLC 19-10685 Hexion 2 U.S. Finance Corp. 19-10686 Hexion Inc. 19-10687 Hexion HSM Holdings LLC 19-10688 Lawter International Inc. 19-10689 Hexion CI Holding Company (China) LLC 19-10690 Hexion Investments Inc. 19-10691 Hexion Nimbus Inc. 19-10692 Hexion International Inc. 19-10693 Hexion Nimbus Asset Holdings LLC 19-10694 North American Sugar Industries Incorporated 19-10695 Hexion Deer Park LLC 19-10696 Cuban-American Mercantile Corporation 19-10697 Hexion VAD LLC 19-10698 The West India Company 19-10699 NL Coop Holdings LLC 19-10700 Hexion Nova Scotia Finance, ULC 19-10701 Business Description: Based in Columbus, Ohio, Hexion Inc. -- https://www.hexion.com -- is a producer of thermoset resins, or thermosets, and a producer of adhesive and structural resins and coatings. Thermosets are a critical ingredient in most paints, coatings, glues and other adhesives produced for consumer or industrial uses. Hexion Inc. is incorporated in New Jersey; most of its co- Debtors are Delaware limited liability companies or Delaware corporations. Hexion employs approximately 4,000 people around the world, including approximately 1,300 in the United States across 27 production facilities. Hexion Holdings LLC is the sole member of Hexion LLC, which is the sole owner of Hexion Inc. Hexion Inc. is the direct or indirect parent of all of the Debtors in these cases as well as the non-Debtor Affiliates. Chapter 11 Petition Date: April 1, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin Gross Debtors' General Bankruptcy Counsel: George A. Davis, Esq. Andrew M. Parlen, Esq. Hugh Murtagh, Esq. LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022 Tel: (212) 906-1200 Fax: (212) 751-4864 Email: george.davis@lw.com andrew.parlen@lw.com hugh.murtagh@lw.com - and - Caroline A. Reckler, Esq. Jason B. Gott, Esq. LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611 Tel: (312) 876-7700 Fax: (312) 993-9767 Email: caroline.reckler@lw.com jason.gott@lw.com Debtors' Bankruptcy Co-Counsel: Michael J. Merchant, Esq. Mark D. Collins, Esq. Michael J. Merchant, Esq. Amanda R. Steele, Esq. Brendan J. Schlauch, Esq. Sarah Silveira, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Tel: 302-651-7700 Fax: 302-651-7701 Email: collins@rlf.com merchant@rlf.com steele@rlf.com schlauch@rlf.com silveira@rlf.com Debtors' Financial Advisor: MOELIS & COMPANY LLC Debtors' Restructuring Advisor: ALIXPARTNERS, LLP Debtors' Claims, Noticing, Solicitation and Balloting Agent: OMNI MANAGEMENT GROUP https://is.gd/ji435N Estimated Assets (on a consolidated basis): $1 billion to $10 billion Estimated Liabilities (on a consolidated basis): $1 billion to $10 billion The petitions were signed by George F. Knight, III, executive vice president and chief financial officer. A full-text copy of Hexion Holdings' petition is available for free at: http://bankrupt.com/misc/deb19-10684.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Wilmington Trust, 10.375% First- Unknown National Association Priority Senior 50 South Sixth St, Ste 1290 Secured Notes Minneapolis, MN 55402-1544 due 2022 Jane Schweiger Tel: 612-217-5632 Fax: 612-217-5651 Email: Email: jschweiger@wilmingtontrust.com 2. Wilmington Trust, 10.000% First- Unknown National Association Priority Senior 50 South 6th St, Ste 1290 Secured Notes Minneapolis, MN 55402-1544 due 2020 Jane Schweiger Tel: 612-217-5632 Fax: 612-217-5651 Email: Email: jschweiger@wilmingtontrust.com 3. Wilmington Trust, 6.625% First- Unknown National Association Priority Senior 50 South 6th St., Ste 1290 Secured Notes Minneapolis, MN 55402-1544 due 2020 Jane Schweiger Tel: 612-217-5632 Fax: 612-217-5651 Email: jschweiger@wilmingtontrust.com 4. Wilmington Savings 13.75% Senior Unknown Fund Society, FSB Secured Notes 500 Delaware Avenue due 2022 Wilmington, DE 19801 Patrick Healy Tel: 302-792-6009 Fax: 302-421-9137 Email: phealy@wsfbank.com 5. Wilmington Trust, 9.00% Second- Unknown National Association Priority Senior 50 South 6th St, Ste 1290 Secured Notes Minneapolis, MN 55402-1544 due 2020 Jane Schweiger Tel: 612-217-5632 Fax: 612-217-5651 Email: jschweiger@wilmingtontrust.com 6. BNY Mellon Corporate Trust 9.2% Borden $74,000,000 500 Ross Street, 12th Floor Debentures due AIM # 154-1275 2021 Pittsburgh, PA 15262 Raymond O'Neill Tel: 412-236-1201 Email: raymond.k.oneil@bnymellon.com 7. BNY Mellon Corporate Trust 7.875% Borden $189,000,000 500 Ross Street, 12th Floor Debentures due AIM # 154-1275 2023 Pittsburgh, PA 15262 Raymond O'Neill Tel: 412-236-1201 Email: raymond.k.oneil@bnymellon.com 8. Blue Cube Operations LLC Trade Vendor $7,035,673 33163 Collection Ctr Dr Chicago, IL 60693-0331 Davor Safor Tel: 302-373-2400 Email: dsafar@olinbc.com 9. Southern Chemical Trade Vendor $7,018,791 2 Northpoint Dr, Ste 975 Houston, TX 77060 Jan Spin Tel: 832-448-7100 Fax: 832-448-7102 Email: jspin@southernchemical.com 10. Mitsubishi Trade Vendor $5,847,094 655 3rd Ave, 19th Fl New York, NY 10017 Mark Vassar Tel: 212-687-9030 Fax: 212-687-2810 Email: mvassar@mgc-a.com 11. OCI Trade Vendor $3,789,381 11767 Katy Freeway, Ste 1140 Houston, TX 77079-1731 Sergio Quadros Tel: 832-372-0001-106 Fax: 832-379-0002 Email: sergio.quadros@ocinitrogen.com 12. Dystar LP Trade Vendor $3,610,843 9844 A Southern Pine Blvd Charlotte, NC 28273C Ron Pedemonte Tel: 704-561-3031 Fax: 704-561-3006 Email: ron.pedemonte@dystar.com 13. Methanex Trade Vendor $3,549,397 135 South Lasalle St, Dept 2927 Chicago, IL 60606 Karine Delbarre Tel: 972-702-0909 Fax: 972-702-0910 Email: kdelbarre@methanex.com 14. HA International LLC Trade Vendor $2,054,659 630 Oakmont Ln Westmont, IL 60559 Mike Feehan Tel: 630-575-5700 Fax: 630-575-5811 Email: mike.feehan@ha-international.com 15. Occidental Chemical Trade Vendor $1,862,816 P.O. Box 360472M Pittsburgh, PA 15251 Kevin Connors Tel: 800-699-0324 Fax: 713-985-1491 Email: kevin_m_connors@oxy.com 16. Sumitomo Corp of Americas Trade Vendor $1,765,885 91021 Collections Ctl Dr Chicago, IL 60693 Kurt Yoshikawa Tel: 713-653-8491 Fax: 713-653-8472 Email: kei.yoshikawa@sumitomocorp.com 17. Univar USA Inc Trade Vendor $1,725,959 13009 Collections Ctr Dr Chicago, IL 75284-9027 Roger Landmann Tel: 800-234-4588 Fax: 208-467-2650 Email: roger.landmann@univar.com 18. Grief Inc Trade Vendor $1,550,502 P.O. Box 88879 Chicago, IL 60695-1879 Louis Villasor Tel: 281-216-8236 Email: louis.villasor@greif.com 19. Advansix, Inc. Trade Vendor $1,388,543 115 Tabor Dr Morris Plains, NJ 07950-2546 Paul Sanders Tel: 973-727-0143 Email: paul.sanders@advan6.com 20. Altivia Petrochemicals LLC Trade Vendor $1,261,538 1100 Louisiana St, Ste 4800 Houston, Tx 77002-5227 Tim Duhe Tel: 713-658-9000 Fax: 713-658-0102 Email: tdune@altivia.com 21. BASF Corp Trade Vendor $1,235,802 P.O. Box 360941 Pittsburgh, PA 15251-6941 Justine Smith Tel: 973-245-6211 Email: justine.smith@basf.com 22. Waxian International LLC Trade Vendor $1,159,285 1 Engle St, Ste 204 Englewood, NJ 07631 Sean Fales Tel: 201-494-4533 Fax: 201-494-4534 Email: sean.fales@waxianinternational.com 23. Wanhua Chemical Trade Vendor $1,117,862 (America) Co Ltd 3803 W Chester Pike, Ste 240 Newtown Square, PA 19073 Matthew Kalesza Tel: 302-766-2954 Fax: 973-939-8400 Email: matthew.kalesza@us.whchem.com 24. Dana Transport Inc Trade Vendor $1,111,555 210 Essex Ave E Avenel, NJ 07001 Rita Datzek Tel: 317-841-4200 Fax: 317-841-8259 Email: rdatzek@liquidtransport.com 25. Schuetz Container Systems Inc Trade Vendor $1,049,189 P.O. Box 416434 Boston, MA 02241-6434 John Millard Tel: 508-965-8296 Email: John.millard@schuetz.com 26. Quality Carriers Inc Trade Vendor $991,328 1910 Sheldon Rd Channelview, TX 77530 Gary Enzor Tel: 973-445-0239 Fax: 832-213-1593 Email: genzor@qualitydistribution.com 27. Agrium US Inc Trade Vendor $978,705 36494 Treasury Ctr Chicago, IL 60694-3600 Troy Erng Tel: 877-700-5490 Fax: 888-255-2088 Email: troy.erny@Nutrion.com 28. Slay Transportation Co Inc Trade Vendor $945,631 75 Remittance Dr, Ste 6650 Chicago, IL 60675-6650 Shannon Greene Tel: 314-647-7529 Email: sgreene@slay.com 29. Cornerstone Chemical Co Trade Vendor $940,638 10800 River Rd Waggaman, LA 70094 Mike Driscoll Tel: 800-236-0977 Fax: 504-431-6689 Email: mike.driscoll@cornerstonechemco.com 30. CF Industries Sales Trade Vendor $869,014 P.O. Box 95854 Chicago, IL 60694-5854 Brett Nightingale Tel: 847-405-2400 Fax: 813-943-4829 Email: bnitingale@cfindustries.com HEXION INC.: S&P Lowers ICR to 'D' on Chapter 11 Bankruptcy Filing ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Hexion Inc. to 'D' from 'CCC'. At the same time, S&P lowered its issue-level rating on the company's senior debt to 'D' from 'CCC'. The '3' recovery rating remains unchanged, indicating the rating agency's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. S&P also lowered its issue-level rating on the company's lower priority debt to 'D' from 'CCC-'. The '5' recovery rating remains unchanged, indicating the rating agency's expectation for modest (10%-30%; rounded estimate: 20%) recovery in a default scenario. The downgrade reflects Hexion's announcement on April 1, 2019, that it had filed for Chapter 11 bankruptcy protection. The bankruptcy will include substantially all of the company's U.S. subsidiaries and one non-operating entity based in Nova Scotia, Canada. HOME BOUND HEALTHCARE: Hires John D. Ioakimidis as Attorney ----------------------------------------------------------- Home Bound Healthcare, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ John D. Ioakimidis, Attorney at Law, as attorney to the Debtor. Home Bound Healthcare requires John D. Ioakimidis to: (a) give the Debtor legal advice with respect to its powers and duties as a debtor-in-possession, in the continued management of its assets; (b) prepare such applications, motions, complaints, orders, reports, pleadings, plans, disclosure statements or other papers on the Debtor's behalf that may be necessary regarding the bankruptcy case; (c) assist the Debtor in preparing and obtaining the court's approval of a plan of reorganization and disclosure statement; to preserve the value of Debtors assets; (d) take such action as may be necessary with respect to claims that may be asserted against the Debtors; and (e) perform all other legal services for the Debtors which may be required regarding this case. John D. Ioakimidis will be paid at these hourly rates: Attorneys $300 Legal Assistants $155 John D. Ioakimidis will also be reimbursed for reasonable out-of-pocket expenses incurred. John D. Ioakimidis, a partner at John D. Ioakimidis, Attorney at Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. John D. Ioakimidis can be reached at: John D. Ioakimidis, Esq. JOHN D. IOAKIMIDIS, ATTORNEY AT LAW 8770 W. Bryn Mawr Ave, Suite 1300 Chicago, IL 60631 Tel: (312) 593-1765 About Home Bound Healthcare Bound Healthcare, Inc., is a home health care company that offers outpatient therapy, nursing, occupational, and rehabilitation services. Home Bound Healthcare, based in Flossmoor, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-05760) on March 5, 2019. In the petition igned by Julieta Mitra, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Janet S. Baer oversees the case. John D. Ioakimidis, Esq., at John D. Ioakimidis, Attorney at Law, serves as bankruptcy counsel. HOSNER HOLDINGS: May 8 Plan Confirmation Hearing ------------------------------------------------ The Bankruptcy Court has granted preliminary approval to the second amended disclosure statement explaining Hosner Holdings, Inc.'s second amended plan of reorganization. The hearing on objections to final approval of the Disclosure Statement and confirmation of the Second Amended Plan will be held on May 8, 2019 at 11:00 a.m., in Room 1925, 211 W. Fort Street, Detroit, Michigan. The deadline to return ballots on the Second Amended Plan, as well as to file objections to final approval of the Disclosure Statement and objections to confirmation of the Second Amended Plan, is April 30, 2019. As previously reported by The Troubled Company Reporter, Bankruptcy Judge Thomas J. Tucker ordered the Debtor to amend its disclosure statement finding several problems which the Debtor must correct. The Debtor then filed the Second Amended Disclosure Statement and Plan to address the problems pointed out by the Court. Under the Second Amended Disclosure Statement, the Internal Revenue Service shall receive monthly payments in the amount of $1,851.00. The Michigan Department of Treasury shall receive monthly payments in the amount of $463.00. Payments shall begin on the Effective Date and shall continue for a period not to exceed 60 months from the Petition Date. In the event that the monthly payments proposed are insufficient to pay the claims in full before 60 months after the Petition Date, the Debtor shall remit additional funds sufficient to ensure that the holders of Group 2 claims are paid in full within 60 months from the Effective Date. Class Two consists of the allowed secured claim of ReMax of Southeast Michigan, Inc. The ReMax claim is secured by the franchise license of the Debtor. Without the use of such license, the Debtor would be unable to successfully reorganize. The value of the ReMax Franchise is approximately $25,000.00 based on the purchase price of a new franchise. The total ReMax claim amount as of the petition date was $78,127.29. The ReMax claim is therefore only partially secured pursuant to 11 USC Section 506(a)(1), but the claim shall be treated as a wholly secured claim. Notwithstanding anything contained in this paragraph, the Debtor reserves all its rights to object to the ReMax claim under this Plan, or as provided by the Bankruptcy Code and subject to any restrictions set forth in any order entered by this Court. ReMax shall receive monthly payments on account of their Allowed Secured Claim with interest at 6%. Payments of $3,759.00 shall be made for a period of twenty-two (22) months from the Effective Date or until such time that the claim is paid in full. The Debtor shall also remain in compliance with all other terms of the franchise agreement and remain current in all post-petition franchise fee obligations. This class is impaired. Class Six consists of the claims of the unsecured claims of Kimberly Hosner. Class Seven consists of the claims of all equity interest holders. Equity interests are held solely by Kimberly Hosner. Ms. Hosner holds 100% of the Interests of the Debtor. Such Interests are held in the form of membership shares. Debtor Interests currently are believed to have a nominal cash value given the lack of marketability of the stock and inability to transfer her broker’s license. The available market for the purchase of the franchise agreement and franchise location is limited to those potential purchasers that receive pre-approval from Creditor Re-Max of Southeast Michigan to operate the franchise. On the Effective Date, Ms. Hosner shall pay $10,000 to the Reorganized Debtor and shall retain 100% of the Interests in the Reorganized Debtor. The Debtor will conduct an auction of the Interests of Debtor at 10:00 a.m. on the day prior to the confirmation hearing scheduled by the Court, which may be adjourned by the Court or Debtor. The auction of the Interests shall occur at the offices of Maxwell Dunn, PLC, 242725 W. 12 Mile Road, Suite 306, Southfield, MI 48034. A redlined version of the Second Amended Disclosure Statement dated March 27, 2019, is available at http://tinyurl.com/y4djjfwbfrom PacerMonitor.com at no charge. 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. HOVNANIAN ENTERPRISES: Completes 1-for-25 Reverse Stock Split ------------------------------------------------------------- Hovnanian Enterprises, Inc., has completed a 1-for-25 reverse stock split of the Company's outstanding and treasury shares of its Class A common stock and Class B common stock, together with a proportionate reduction in the number of authorized shares of each such class. The par value of the Company's common stock was unchanged at $0.01 per share after the reverse stock split. The reverse stock split became effective at 12:01 am on March 29, 2019 and the Company's shares of Class A common stock will begin trading on a split adjusted basis on the New York Stock Exchange when the market opens on March 29, 2019 under the Company's existing symbol "HOV." The Company's Class A common stock has been assigned a new CUSIP number of 442487401 and the Company's Class B common stock has been assigned a new CUSIP number of 442487500 in connection with the reverse stock split. The amendments to the Company's certificate of incorporation effecting the reverse stock split and authorized share reduction were approved by the Company's shareholders at the Company's annual meeting of shareholders on March 19, 2019. The Company's Board of Directors approved the reverse stock split at a 1-for-25 ratio also on March 19, 2019. The reverse stock split is primarily intended to increase the per share trading price of the Company's Class A common stock to regain compliance with the minimum average closing price criteria set forth in the NYSE's Listed Company Manual. At the effective time of the reverse stock split, every 25 shares of the Company's issued shares (including treasury shares) of common stock were converted to one share of common stock. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage ownership interest or proportionate voting power in the Company, except to the extent that the reverse stock split results in fractional shares. No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment. Hovnanian's transfer agent, Computershare Inc., is acting as the exchange agent and transfer agent for the reverse stock split. Stockholders holding their shares of common stock in book-entry form or in "street name" need not take any action in connection with the reverse stock split. Stockholders holding their shares of common stock in certificated form will soon receive a letter of transmittal from Computershare with instructions on how to surrender certificates representing pre-split common shares. Beneficial holders are encouraged to contact their bank, broker or custodian with any procedural questions. About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian and headquartered in Matawan, New Jersey, designs, constructs, markets, and sells single-family detached homes, attached townhomes and condominiums, urban infill, and active lifestyle homes in planned residential developments. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes. Hovnanian Enterprises reported net income of $4.52 million for the year ended Oct. 31, 2018, compared to a net loss of $332.19 million for the year ended Oct. 31, 2017. As of Jan. 31, 2019, Hovnanian had $1.62 billion in total assets, $2.09 billion in total liabilities, and a total stockholders' deficit of $470.4 million. * * * In July 2018, S&P Global Ratings raised its corporate credit rating on Red Bank, N.J.-based Hovnanian Enterprises to 'CCC+' from 'CC'. The rating outlook is negative. S&P said "The upgrade of Hovnanian reflects the conclusion of the proposed exchange offering for any and all of its $440 million 10% senior secured notes and $400 million 10.5% senior secured notes." In August 2018, Moody's Investors Service affirmed Hovnanian Enterprises' ratings, including its 'Caa1' Corporate Family Rating. Moody's said the rating action reflects Moody's view that the controversy surrounding the company's financing with interest payment restrictions and related derivatives market considerations appears to have been resolved and risks of potential near-term default events have somewhat subsided. In January 2019, Fitch Ratings affirmed the ratings of Hovnanian Enterprises, including the company's Issuer Default Rating, at 'CCC'. Fitch said HOV's rating is influenced by the company's execution of its business model, land policies, and geographic, price point and product line diversity. HUFFERMEN INC: Plan Funded by Operations, Excess Cash Flow ---------------------------------------------------------- Huffermen, Inc., filed a Chapter 11 plan and accompanying disclosure statement. Class 3-A consists of the Allowed Unsecured Claims of Creditors. Class 3- A Creditors may elect (at their sole option) to be treated in accordance with Class 3-B, or it shall be treated in accordance with Class 3-A. Class 3-A Creditors shall be paid a prorata share from Huffermen's Excess Cash Flow, on a semi-annual basis (with payments to be sent out for the prior half-year by February 15 and August 15), after all senior Allowed Claims (including Class 3-B) have been paid in accordance with the terms of the Plan, until the Allowed Unsecured Claim have been paid in total the value of Huffermen's liquidation equity (a total maximum of $20,000.00) as calculated in Huffermen's Disclosure Statement. Class 3-B consists of Allowed Unsecured Claims of Creditors whose Allowed Unsecured Claim is $1,000.00 or less, or that make an election to reduce their Allowed Unsecured Claim to $1,000.00, so that they can be treated in accordance with Class 3-B. Class 3-B Creditors shall be paid a pro-rata share from Huffermen's Excess Cash Flow, on a semi-annual basis (with payments to be sent out for the prior half-year by February 15 and August 15), until they have been paid 50% of the amount of their Allowed Claim, after all senior Allowed Claims have been paid in accordance with the terms of the Plan, but before any payments are made to Class 3-A. Class 2-A consists of the Allowed Secured Claim of Chase Bank related to its first position blanket lien on all of Huffermen's assets. Chase Bank filed a proof of claim in the amount of $224,624.84. Huffermen has been making adequate protection payments to Chase Bank throughout the bankruptcy case consistent with the cash collateral stipulation with Chase Bank. Huffermen shall recognize an allowed secured claim in the amount of $224,624.84. The Allowed Secured Claim shall accrue interest at four and one-half percent (4.5%) annual interest. The Allowed Secured Claim shall be re-amortized over one hundred and twenty (120) months. Huffermen shall make equal monthly payments of principal and interest in the amount of $2,327.00 per month commencing on the Effective Date. Class 2-B consists of the Allowed Secured Claim of Chase Bank related to its second position blanket lien on all of Huffermen's assets. Chase Bank filed a proof of claim in the amount of $193,121.08. Huffermen has been making adequate protection payments to Chase Bank throughout the bankruptcy case consistent with the cash collateral stipulation with Chase Bank. Huffermen shall recognize an allowed secured claim in the amount of $193,121.08. The Allowed Secured Claim shall accrue interest at four and one-half percent (4.5%) annual interest. The Allowed Secured Claim shall be re-amortized over one hundred and twenty (120) months. Huffermen shall make equal monthly payments of principal and interest in the amount of $2,001.00 per month commencing on the Effective Date. Class 4-A consists of the Allowed Interests of the Interest Holder of Huffermen. In consideration for retaining his Interest, the Interest Holder shall contribute to Huffermen the amount of $12,500.00. This funding will come from the Interest Holder. The Interest Holders shall retain their Allowed Interest in Huffermen, but unless, and until all senior Allowed Claims are paid in full in accordance with the terms of the Plan, the Interest Holder shall receive no distribution on account of his Allowed Interest. Huffermen's plan will be funded by its operations and Excess Cash Flow. A full-text copy of the Disclosure Statement dated March 27, 2019, is available at http://tinyurl.com/y22tlqxyfrom PacerMonitor.com at no charge. About Huffermen Inc. Huffermen, Inc., is in the business of plastic bottle manufacturing and advertising specialties printing and has been in operation since 2000. Huffermen is owned and operated by Ross Dodson and Eric Miller. Mr. Dodson owns 75% of the outstanding shares in Huffermen and Mr. Miller owns the remaining shares. Huffermen, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-14369) on Nov. 26, 2018. In the petition signed by Ross Dodson, president, the Debtor estimated assets and liabilities of $500,000 to $1 million. Keery McCue, PLLC, is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. IBERIABANK CORP: S&P Rates Preferred Issuance 'BB' -------------------------------------------------- S&P Global Ratings assigned its 'BB' rating to IBERIABANK Corp.'s issuance of noncumulative perpetual preferred stock. The rating on the series D preferred stock is linked to S&P's long-term issuer credit rating on IBERIABANK. The three-notch difference on the preferred stock rating relative to the holding company issuer credit rating reflects the issue's contractual subordination and dividend-deferral features. S&P expects the company to use the proceeds of the offering for general corporate purposes, including repurchases of common stock, possible future acquisitions of other financial services businesses, working capital needs, and investments in subsidiaries to support continued growth. The series D preferred stock is perpetual and will not be subject to any mandatory redemption, sinking fund, or other similar provision. Although IBERIABANK can redeem the preferred stock after May 1, 2024, S&P expects the preferred stock to remain a long-term feature of IBERIABANK's capital structure. The rating agency classifies the preferred stock as having intermediate equity content under its hybrid capital criteria. S&P includes securities of this nature, up to a limit of 33%, in its calculation of total adjusted capital, which is used in its calculation of IBERIABANK's risk-adjusted capital ratio. RATINGS LIST IBERIABANK Corp. Issuer Credit Rating BBB/Stable/A-2 New Rating IBERIABANK Corp. Perpetual preferred stock BB IDEAL DEVELOPMENT: Unsecureds to Get $12K in Semi-Annual Payments ----------------------------------------------------------------- Ideal Development Corporation filed a Chapter 11 Plan and accompanying Disclosure Statement. Class 5 (General Unsecured Claims). Holders of Class 5 claims shall be paid a pro rata share of $12,000 in semi-annual installments beginning on the 6th month anniversary after the Effective Date and continuing for 6 years for a total of twelve payments. This class is impaired and entitled to vote. Class 1 (First Citizens Bank). First Citizens holds a first priority security interest in the real property located at 2111, 2125, and 2135 County Line Road, SW, Atlanta, Georgia 30331. First Citizens has filed a proof of claim for $238,878.93. This claim is subject to objection by the Debtor for miscalculation. The Debtor will treat First Citizens's claim as fully secured. The Debtor will make monthly principle and interest payments on First Citizens's secured claim amortized over 25 years at 5.75% interest, in the estimated amount of $1,691.13. This monthly payment is based on First Citizens's secured claim as filed in its proof of claim. If First Citizens's proof of claim is subsequently reduced, the monthly payments shall be based on the new secured claim amount. All amounts due and owing on the secured portion of the claim shall come due forty-eight (48) months from the first payment under this Plan. Class 2 (First Citizens Bank). First Citizens holds a second priority security interest in the Class 1 Collateral. First Citizens has filed a proof of claim for $36,197.96. This claim is subject to objection by the Debtor for miscalculation. The Debtor will treat First Citizens's claim as fully secured. The Debtor will make monthly principle and interest payments on First Citizens's secured claim amortized over twenty-five (25) years at 5.25% interest, in the estimated amount of $224.45. This monthly payment is based on First Citizens's secured claim as filed in its proof of claim. If First Citizens's proof of claim is subsequently reduced, the monthly payments shall be based on the new secured claim amount. All amounts due and owing on the secured portion of the claim shall come due forty-eight (48) months from the first payment under this Plan. Class 3 (BMW Financial Services NA, LLC). BMW holds a first priority security interest in the following collateral 2018 BMW X5 (VIN ending in 0727). The Debtor asserts that the balance owed to Ally is $77,168.18 as of the Petition Date. The Debtor values the Class 3 Collateral at $57,900.00. The Debtor shall pay the Secured Class 3 Claim amortized over a (60) sixty month term with interest accruing at the annual rate of 6.0% from the Effective Date with payment commencing on the 10th of the month following the Effective Date and continuing by the 10th day of each subsequent month in the estimated amount of $1,119.37 per month and shall send such payments directly to BMW. Class 4 (Ally Bank). Ally holds a first priority security interest in the 2012 Audi A7 (VIN ending in 2953). The Debtor asserts that the balance owed to Ally is $8,240.60 as of the Petition Date. The Debtor values the Class 3 Collateral at $14,000.00 pursuant to 11 U.S.C. Section 506. The Debtor shall pay the Secured Class 4 Claim amortized over a (60) sixty month term with interest accruing at the annual rate of 6.0% from the Effective Date with payment commencing on the 10th of the month following the Effective Date and continuing by the 10th day of each subsequent month in the estimated amount of $159.31 per month and shall send such payments directly to Ally. Any payment made to Ally post-petition and prior to the Effective Date shall reduce the principal balance of the Secured Class 4 Claim by the amount paid. Class 6 (Equity Security Holders). Each equity security holder will retain its/his Interest in the reorganized Debtor as such Interest existed as of the Petition Date. This class is not impaired and is not eligible to vote on the Plan. Funds necessary to fund the plan will be derived from the profits of DP, Inc. A full-text copy of the Disclosure Statement dated March 27, 2019, is available at http://tinyurl.com/y5srgvnffrom PacerMonitor.com at no charge. About Ideal Development Corporation Ideal Development Corporation, a Georgia-based corporation that operates as a real estate holding company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-63172) on Aug. 6, 2018. In the petition signed by its president, James T. Walker, the Debtor estimated assets and liabilities of less than $1 million. The Debtor tapped Wiggam & Geer, LLC, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. IMMUNE PHARMACEUTICALS: Committee Hires Porzio as Attorney ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Immune Pharmaceuticals, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to retain Porzio Bromberg & Newman, P.C., as attorney to the Committee. The Committee requires Porzio to: a) advise the Committee with respect to the Committee's powers and duties under Bankruptcy Code section 1103; b) assist and advise the Committee in its consultations with the Debtors in connection with the administration of these cases; c) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors; d) assist the Committee in connection with the Debtors' proposed sale of their assets; e) assist the Committee in connection with any proposed chapter 11 plan or other disposition of these cases; f) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims, including analysis of possible objections to the priority, amount, subordination, or avoidance of claims and transfers of property in consideration of such claims; g) advise and represent the Committee in connection with matters generally arising in these cases; h) appear before this Court, and any other federal, state or appellate court; i) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, objections, and responses to any of the foregoing; and j) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Porzio will be paid at these hourly rates: Attorneys $375 to $850 Paraprofessionals $185 to $250 Porzio will also be reimbursed for reasonable out-of-pocket expenses incurred. John S. Mairo, a partner at Porzio Bromberg & Newman, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Porzio can be reached at: John S. Mairo, Esq. Robert M. Schechter, Esq. Kelly D. Curtin, Esq. PORZIO BROMBERG & NEWMAN, P.C. 100 Southgate Parkway Morristown, NJ 07962 Tel: (973) 538-4006 Fax: (973) 538-5146 E-mail: jsmairo@pbnlaw.com rmschechter@pbnlaw.com kdcurtin@pbnlaw.com About Immune Pharmaceuticals Immune Pharmaceuticals Inc., together with its subsidiaries, is a clinical stage biopharmaceutical company specializing in the development of novel targeted therapeutic agents in the fields of inflammation, dermatology, and oncology. The company is headquartered in Englewood Cliffs, New Jersey. Immune Pharmaceuticals, et al., filed for bankruptcy protection (Bankr. D.N.J. Case No. 19-13273) on Feb. 17, 2019. In the petitions signed by Anthony Fiorino, president and interim CEO, the Debtors disclosed total assets of $20,716,000 and total debt of $19,874,000 as of Sept. 30, 2018. The Hon. Vincent F. Papalia oversees the cases. The Debtors tapped Norris McLaughlin & Marcus, PA as bankruptcy counsel; Lowenstein Sandler LLP as special corporate counsel; Armory Group LLC and Vine Holding Group as investment bankers. Gary H. Rabin, is the chief restructuring officer. The Official Committee of Unsecured Creditors formed in Immune Pharmaceuticals' case retained Porzio Bromberg & Newman, P.C., as counsel. JAGUAR HEALTH: Oasis Capital Has 9.9% Stake as of March 22 ---------------------------------------------------------- Oasis Capital, LLC disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of March 22, 2019, it beneficially owns 3,427,939 shares of common stock of Jaguar Health, which represents 9.99 percent of the Shares outstanding. This percentage is calculated based on approximately 34,625,654 shares of common stock outstanding of Jaguar Health. Oasis Capital, LLC is deemed to beneficially own 9.99% of the common stock of the Company, as a result of OASIS's share purchase agreement, which gives OASIS the rights to own an aggregate number of shares of the Company's common stock in an amount not to exceed 9.99% of shares of common stock then outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/TvphM3 About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial stage natural-products pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Jaguar Health's principal executive offices are located in San Francisco, California. Jaguar Health reported a net loss of $21.96 million for the year ended Dec. 31, 2017, compared to a net loss of $14.73 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Jaguar Health had $46.12 million in total assets, $26.79 million in total liabilities, $9 million in series A convertible preferred stock, and total stockholders' equity of $10.32 million. BDO USA, LLP, in San Francisco, Calif., issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company has suffered recurring losses from operations and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. JBS USA: Moody's Rates Proposed $650MM Unsecured Notes 'Ba3' ------------------------------------------------------------ Moody's Investors Service has assigned a Ba3 rating to $650 million of unsecured 10-year notes proposed to be co-issued by JBS USA Lux S.A. ("JBS USA"), JBS USA Finance, Inc. ("JBS USA Finance") and JBS USA Food Company ("JBS USA Food"). The co-issuers are indirect wholly-owned subsidiaries of Brazil based JBS S.A. (Ba3 stable, the "parent"). The new notes will be guaranteed by the parent and several restricted subsidiaries, excluding Pilgrim's Pride Corporation (Ba3 stable). The other ratings of JBS USA and the stable ratings outlook are unaffected. Net proceeds from the proposed notes will be used to redeem any of the 7.250% unsecured notes due 2021 ("2021 Notes") that are tendered pursuant to a tender offer launched concurrently with Moody's notes offering. The amount outstanding of the 2021 Notes, which are also guaranteed by the parent and previously issued by the same co-issuers, is approximately $662 million. RATING RATIONALE JBS USA Lux S.A.'s ("JBS USA") direct debt instruments are guaranteed by parent company JBS S.A (Ba3 stable). As a result, the company's instrument ratings are driven primarily by the JBS S.A Corporate Family Rating. JBS S.A. controls JBS USA in all material respects. Thus, Moody's expects any future changes to the JBS USA debt instrument ratings and ratings outlook to reflect any changes to the JBS S.A. Corporate Family Rating and outlook. The Brazil operations of parent company, JBS S.A., currently generate approximately 25% of EBITDA and hold 82% of debt of the consolidated restricted entities. Moody's has taken the following action: Rating assigned: JBS USA Lux S.A.: $650 million Gtd. unsecured notes due 2029 at Ba3. The rating outlook is stable. The proposed notes are rated one notch below the ratings of JBS USA's senior secured debt instruments, reflecting their collateral subordination with respect to high-quality assets pledged to holders of the secured debt. JBS USA operates the US beef and pork segments and the Australian beef, lamb and sheep operations of Brazil-based JBS S.A., the largest protein processor in the world. JBS USA also owns a controlling, indirect 78.6% equity interest in US-based Pilgrim's Pride Corporation (Ba3 stable). Consolidated net sales reported for JBS S.A. JBS USA: S&P Rates $650MM New Sr. Unsec. Notes 'BB-' ---------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating to JBS USA Lux S.A.'s, JBS USA Finance Inc.'s, and JBS USA Food Company's proposed $650 million senior unsecured notes due 2029. It also assigned a '3' recovery rating to the proposed notes, which indicates average recovery expectation of 50%-70% (rounded estimate 65%) in the event of default. JBS USA's parent company, JBS S.A. (BB-/Positive/--), will fully and unconditionally guarantee the notes. Therefore, recovery expectations for these notes are in line with all of JBS USA's other senior unsecured guaranteed notes. JBS USA will use the proceeds to fund the tender offer of its outstanding 2021 notes, extending debt maturities. Any remaining amount would be used to repay part of company's term loans, which would reduce the amount of secured debt and extend the debt profile. Recovery Analysis S&P has assigned a recovery rating of '3' to the proposed senior unsecured notes, with an average recovery of 65% (rounded estimate). Key analytical factors: -- S&P's hypothetical default scenario would occur in 2023 amid a combination of high grain prices, shortages of livestock, high cattle prices, weak demand for meat in general, and tighter access to credit markets. -- S&P has valued JBS USA using a 6x multiple applied to the rating agency's projected emergence-level EBITDA of $1.3 billion, arriving at a stressed enterprise value (EV) of $7.8 billion." Simulated default assumptions -- Simulated year of default: 2023 -- EBITDA at emergence: $1.3 billion EBITDA multiple: 6.0x -- Estimated gross EV: $7.8 billion Simplified waterfall JBS USA -- Net EV, after 5% of administrative costs: $7.4 billion -- Collateral net value available from restricted subsidiaries: $4.9 billion -- Senior secured debt: $4.0 billion (including all of the company's term loans) -- Senior unsecured debt: $3.3 billion (including all of the company's senior notes, with the proposed new issuance prepaying the 2021 notes) -- Recovery expectations for secured debt: 95% -- Recovery expectations for unsecured debt guaranteed by JBS S.A.: 65% RATINGS LIST JBS S.A. JBS USA Lux S.A. Issuer credit rating BB-/Positive/-- Ratings Assigned JBS USA Lux S.A. JBS USA Finance Inc. JBS USA Food Company Senior unsecured BB- Recovery rating 3(65%) JOHN ADAMS ACADEMIES: S&P Lowers Revenue Bond Rating to 'BB' ------------------------------------------------------------ S&P Global Ratings lowered its rating to 'BB' from 'BB+' on California Municipal Finance Authority's series 2014A, 2015A, and 2015B charter revenue bonds issued for John Adams Academies Inc. (JAA). The outlook is negative. "The downgrade reflects our view of the significant additional debt issued by JAA for the expansion of its third academy, JAA-El Dorado Hills," said S&P Global Ratings credit analyst Robert Tu." The negative outlook reflects our view of increased charter renewal risk based on feedback received from the charter authorizer," Mr. Tu added. "Since our last review, JAA-Roseville received a notice of violation from its authorizer, Loomis Union School District (LUSD), regarding the school's academic underperformance relative to the local district, and its usage of state supplemental funds. We understand the school has 180 days to have a plan in place and is working to comply with LUSD, however, we believe that these events could have a potential negative affect on the school's charter renewal. The renewal process is expected to start later this year as the Roseville campus' charter expiration is in June 2020," S&P said. The rating reflects S&P's opinion of the following credit risks: -- Weak MADS coverage for the rating of 0.66x in fiscal 2018, though expected to improve towards 1.00x for fiscal 2019 based on fall 2018 enrollment figures; -- The academy's high debt burden of 20.4% of fiscal 2018 revenue; -- Concerns expressed by JAA-Roseville's authorizer, LUSD, which issued a notice of violation in February 2019; -- Aggressive expansion plans and continued expansion risk, given the academy's opening of two new campuses in the 2017-2018 school year; -- Modest liquidity at 66 days' cash on hand as of June 30, 2018; -- The inherent uncertainty associated with charter renewals, given that the bonds' final maturity exceeds the existing charter's time horizons. S&P believes the following factors offset these credit weaknesses: -- Robust enrollment growth, with a growing waiting list and good retention rates; -- Sufficient academic performance, with scores comparable with those of the state overall; -- A history of consistently positive operating performance, even through a period of rapid expansion and growth; and -- A capable and experienced management team that has successfully navigated the school through recent expansions. The series 2018 bonds (unrated) are secured by a gross revenue pledge of the JAA-El Dorado Hills campus only. The bonds were used to construct the facility and provide capital improvements. For the Lincoln campus, S&P understands the school is planning to move from a temporary facility to a permanent facility; however, details of the plans including cost and timing have not been finalized. As of June 30, 2018, JAA had approximately $44.5 million in long-term debt including the series 2018 bonds. JAA is a kindergarten through 12th grade public charter school that began operations in fall 2001, initially as a kindergarten through 10th-grade school at the Roseville campus. The school quickly expanded to two additional campuses growing enrollment to 2,117 students for fall 2018. The schools are located in the Sacramento metropolitan area, approximately 10 miles apart, and provides students with a classical education. JOHN HULL: May 9 Plan Confirmation Hearing ------------------------------------------ The disclosure statement explaining the Chapter 11 Plan filed by John Hull Trucking, LLC, is conditionally approved; A hearing on final approval of the disclosure statement, if necessary, and on confirmation of the plan will be held on May 9, 2019 at 10:30 a.m. in the U.S. Bankruptcy Courtroom, 2120 Capitol Avenue, 8th Floor, Cheyenne, Wyoming. May 1, 2019 is the last day for filing ballots accepting or rejecting the plan and for filing objections to the disclosure statement and/or the plan. About John Hull Trucking John Hull Trucking, LLC, is a cargo and freight company in Powell, Wyoming. John Hull Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 18-20494) on June 18, 2018. In the petition signed by Merrill John Hull, member, the Debtor disclosed $234,850 in assets and $1,438,319 in liabilities. Judge Cathleen D. Parker presides over the case. KLC SAN DIEGO: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on March 28 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of KLC San Diego Enterprises, Inc. About KLC San Diego Enterprises KLC San Diego Enterprises, Inc., filed its Articles of Incorporation in California on May 18, 2000, according to public records filed with the California Secretary of State. It operates in the offices of real estate agents and brokers industry. KLC San Diego Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 18-07336) on Dec. 11, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The case has been assigned to Judge Christopher B. Latham. Curry Advisors is the Debtor's counsel. KODRENYC LLC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of Kodrenyc LLC as of March 25, 2019, according to a court docket. About Kodrenyc Kodrenyc, LLC is a single asset real estate debtor, whose principal assets are located at 17800 State Road 9 Miami, Florida. Kodrenyc, LLC. sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-00996) on Feb. 18, 2019. The petition was signed by Jeffrey Vasilas, manager of 17800 Gardens D, LLC, the manager/member of AQFC LLC, manager/member of Kobrenyc, LLC. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Scott R. Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP, as counsel. KONA GRILL: BBS-Zheng Group Has 37.3% Stake as of March 27 ---------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Kona Grill, Inc. as of March 27, 2019: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ --------- BBS Capital Fund, LP 1,330,000 10% BBS Capital Management, LP 1,330,000 10% BBS Capital GP, LP 1,330,000 10% BBS Capital, LLC 1,330,000 10% Berke Bakay 2,290,581 17.2% Bakay Family Trust 152,602 1.2% Zheng, Nanyan 2,701,261 20.3% Ahwanova Limited 2,651,261 19.99% Wisdom Sail Limited 2,651,261 19.99% Audrey & Aaron Holdings Limited 2,651,261 19.99% This Schedule 13D is being filed jointly by the BBS-Zheng Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended. The BBS-Zheng Reporting Persons are making this single joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in Item 4 of this statement. The "group" may be deemed to beneficially own the total of 4,991,842 shares of Common Stock beneficially owned by all the BBS-Zheng Reporting Persons, or 37.3% of the outstanding shares of Common Stock. A full-text copy of the regulatory filing is available for free at: https://is.gd/AeneL4 About Kona Grill Headquartered in Scottsdale, Arizona, Kona Grill, Inc. -- http://www.konagrill.com/-- currently owns and operates 44 restaurants in 22 states and Puerto Rico. Its restaurants feature a global menu of contemporary American favorites, award-winning sushi and craft cocktails. Additionally, Kona Grill has two restaurants that operate under a franchise agreement in Dubai, United Arab Emirates, and Vaughan, Canada. Kona Grill incurred a net loss of $23.43 million in 2017 and a net loss of $21.62 million in 2016. As of Sept. 30, 2018, Kona Grill had $78.59 million in total assets, $75.74 million in total liabilities, and $2.84 million in total stockholders' equity. The Company has incurred losses resulting in an accumulated deficit of $88.5 million and outstanding borrowings under a credit facility of $33.5 million as of Sept. 30, 2018. As of Sept. 30, 2018, the Company has cash and cash equivalents and short-term investment balance totaling $4.0 million and net availability under the credit facility of $2.2 million, subject to compliance with certain covenants. The Company has implemented various initiatives to increase sales and reduce costs to increase profitability. "Management expects to utilize existing cash and cash equivalents and short-term investments, along with cash flow from operations, and the available amounts under the credit facility, to provide capital to support the business, to maintain and refurbish existing restaurants, and for general corporate purposes. Any reduction of cash flow from operations or an inability to draw on the credit facility may cause the Company to take appropriate measures to generate cash. The failure to raise capital when needed could impact the financial condition and results of operations. Additional equity financing, to the extent available, may result in dilution to current stockholders and additional debt financing, if available, may involve significant cash payment obligations or financial covenants and ratios that may restrict the Company's ability to operate the business. There can be no assurance that the Company will be successful in its plans to increase profitability or to obtain alternative capital and financing on acceptable terms, when required or if at all," the Company stated in its Quarterly Report for the period ended Sept. 30, 2018. KONA GRILL: Hires Financial Advisor to Evaluate Alternatives ------------------------------------------------------------ Kona Grill, Inc. has retained Piper Jaffray as its financial advisor to assist the Company in exploring and evaluating potential strategic alternatives focused on maximizing stockholder value such as a sale of the Company, merger, financing transactions, or other potential alternatives, according to a Form 8-K filed with the Securities and Exchange Commission. Director Appointment Shawn Hassel was appointed to Kona Grill's Board of Directors, effective March 21, 2019. Mr. Hassel is the co-founder and managing partner of Bestige Holdings, LLC, a private investment firm focused on building and developing a portfolio of debt and long-term equity investments in high potential businesses. Prior to founding Bestige in 2016, Mr. Hassel was a managing director with Alvarez & Marsal where he led the Phoenix Turnaround and Restructuring Practice. Before joining A&M in 2001, Mr. Hassel was a senior director with the Corporate Finance and Restructuring practice of Arthur Andersen. He has served and continues to serve as a member of multiple boards. Mr. Hassel earned a bachelor's degree in finance and accounting from the University of Arizona. Mr. Hassel will serve as Chair of the Company's Strategic Alternatives Committee, utilizing his experience to advise the Company in reviewing certain strategic alternatives for the purpose of maximizing the enterprise value of the Company. Mr. Hassel is to receive $50,000 for his first month of service on the Board of Directors, with a minimum of $25,000 for each month thereafter. Mr. Hassel is to receive no less than $150,000 for his services. Officers' Resignations Marcus Jundt informed the Company on March 22, 2019, that he was resigning as chief executive officer and as a director effective March 31, 2019. The Company's Board of Directors agreed at its Jan. 31, 2019 Board meeting to provide Marcus Jundt, the Company's chief executive officer, cash compensation effective Jan. 1, 2019 at the rate of $360,000 per year. Given Mr. Jundt's resignation effective March 31, 2019, Mr. Jundt received an aggregate of $90,000 pursuant to this annual cash compensation. Berke Bakay, the Company's executive chairman, informed the Company on March 27, 2019, that he was resigning as the Company's executive chairman effective immediately. Alex Nanyan Zheng informed the Company on March 27, 2019 that he was resigning as a director effective immediately. The Company's Board of Directors resumed the annual cash retainer of $30,000 for each non-employee director, except for Shawn Hassel, and resumed the annual cash retainer for the Chairperson of the Audit Committee of $10,000 and Chairperson of the Compensation Committee to $5,000. On March 24, 2019, Kona Grill, Inc. and Continental Stock Transfer & Trust Company entered into Amendment No. 2 to Rights Agreement which amended the Final Expiration Date of that Plan from Sept. 6, 2019 to March 24, 2019. A full-text copy of the Amended Agreement is available for free at: https://is.gd/SpBCFz About Kona Grill Kona Grill, Inc., headquartered in Scottsdale, Arizona, Kona Grill, Inc. -- http://www.konagrill.com/-- currently owns and operates 44 restaurants in 22 states and Puerto Rico. Its restaurants feature a global menu of contemporary American favorites, award-winning sushi and craft cocktails. Additionally, Kona Grill has two restaurants that operate under a franchise agreement in Dubai, United Arab Emirates, and Vaughan, Canada. Kona Grill incurred a net loss of $23.43 million in 2017 and a net loss of $21.62 million in 2016. As of Sept. 30, 2018, Kona Grill had $78.59 million in total assets, $75.74 million in total liabilities, and $2.84 million in total stockholders' equity. The Company has incurred losses resulting in an accumulated deficit of $88.5 million and outstanding borrowings under a credit facility of $33.5 million as of Sept. 30, 2018. As of Sept. 30, 2018, the Company has cash and cash equivalents and short-term investment balance totaling $4.0 million and net availability under the credit facility of $2.2 million, subject to compliance with certain covenants. The Company has implemented various initiatives to increase sales and reduce costs to increase profitability. "Management expects to utilize existing cash and cash equivalents and short-term investments, along with cash flow from operations, and the available amounts under the credit facility, to provide capital to support the business, to maintain and refurbish existing restaurants, and for general corporate purposes. Any reduction of cash flow from operations or an inability to draw on the credit facility may cause the Company to take appropriate measures to generate cash. The failure to raise capital when needed could impact the financial condition and results of operations. Additional equity financing, to the extent available, may result in dilution to current stockholders and additional debt financing, if available, may involve significant cash payment obligations or financial covenants and ratios that may restrict the Company's ability to operate the business. There can be no assurance that the Company will be successful in its plans to increase profitability or to obtain alternative capital and financing on acceptable terms, when required or if at all," the Company stated in its Quarterly Report for the period ended Sept. 30, 2018. LAKOTA INC: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Lakota, Inc. as of March 28, according to a court docket. About Lakota Inc. Lakota, Inc. d/b/a Badboyscustom -- http://www.badboyscustom.com-- is in the business of selling, maintaining, repairing, and altering motorcycles. Badboyscustom also offers a plethora of services including storage, trailer rentals, RV and camper rentals, small engine service, motorcycle sales, repair, and upgrades. Lakota, Inc., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 19-40377), on February 12, 2019. In the petition signed by CEO Natalya Z. Kelly, Lakota estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The case has been assigned to Judge Katherine A. Constantine. Lakota is represented by Joel D. Nesset, Esq., at Cozen O'Connor. LDJ ENTERPRISES: Confirmation Denied Due to Lack of Feasibility --------------------------------------------------------------- The confirmation of the Chapter 11 Plan of LDJ Enterprises, LLC, and the objection to confirmation filed by the U.S. Trustee was before the Court. The Court finds that the U.S. Trustee points out that no accepting or rejecting ballots for plan confirmation were provided to the court. The Trustee further points out that the testimony of the Debtor's representative, Ms. Pulliam, was inconsistent with terms of the proposed plan before the court. The Trustee complains that despite the Debtor's representations of negotiations with Midwest Servicing, there is no indication of any commitment by Midwest Servicing, to service the plan. According to the Trustee, the letter provided only that a loan was under review with the bank. There is no evidence of a commitment for a loan from Bank Plus. The Court sustains the objection of the U.S. Trustee and plan confirmation is denied due to lack of feasibility. The Debtor will have 40 days to file an amended Chapter 11 plan. About LDJ Enterprise Headquartered in Tupelo, Mississippi, LDJ Enterprise, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Miss. Case No. 17-11088) on March 23, 2017, with estimated assets and liabilities of less than $50,000. Lisa Pulliam, its administrator, signed the petition. The Debtor tapped Dalton Middleton, Esq., at Middleton & Tinsley Law Firm, PLLC, to serve as legal counsel in connection with its Chapter 11 case. LEXMARK INT'L: Fitch Puts CCC+ IDR on Ratings Watch Positive ------------------------------------------------------------ Fitch Ratings has placed Lexmark International Inc.'s long-term Issuer Default Rating (IDR) and senior secured note ratings on Rating Watch Positive. Fitch's action is in response to Lexmark's disclosure that the company is in negotiations with financial institutions to refinance its senior notes due March 15, 2020. While a refinancing is not certain, were the company to be successful, the ratings could be maintained at their present level of 'CCC+' or upgraded by up to one notch. In resolving the Positive Watch, Fitch will evaluate Lexmark's creditworthiness from the perspective of its operational performance in addition to its financial flexibility in the face of escalating acquisition debt amortization payments, which Lexmark may not be able to adequately meet without further actions. Operationally, Lexmark has swung from near zero operating EBITDA in 2017 to in excess of $250 million in 2018. The company, with a new management team (including a new CEO who ultimately resigned in November 2018, after about one year in the job) reduced excess channel inventory in 2017 as a strategic action. Operational metrics suggest the channel is stable and a repeat of 2017 is not likely. Additionally, Lexmark also undertook a $125 million run rate restructuring in mid-2018. Net of pricing, currency headwinds and inkjet losses, Fitch believes Lexmark can generate roughly $300 million of operating EBITDA and about $100 million of FCF in 2019. Lexmark faces $62 million of amortization payments in 2019 plus the $100 million revolver balance due November of this year and the new $100 million credit facility that matures at the beginning of 2020. Pro forma to the credit facility draw down, Lexmark ended 2018 with about $300 million in cash. Absent a refinancing, Lexmark would not be able to meet the March 2020 maturity. KEY RATING DRIVERS March 2020 Senior Notes: Lexmark has disclosed it is currently in negotiation with various financial institutions to refinance its senior notes maturing March 15, 2020. The 2020 bonds have traded from the low 80s to the mid-90s over the course of 2019 in an apparent reflection of investor belief that a deal will get done. Fitch cannot conclude with certainty at this time that Lexmark will be successful in refinancing the notes. The Positive Watch reflects, in conjunction with other factors, that should Lexmark be successful, a positive rating action could be warranted. Separately, Lexmark in April 2018 entered into an agreement securing the 2020 bonds on a pari passu basis, addressing one of Fitch's negative rating sensitivities when it downgraded Lexmark to 'CCC+' in March 2018. Liquidity: In January 2019, Lexmark entered into an amendment of the acquisition loan financing that provided for an additional $100 million revolving credit facility that matures on Jan. 3, 2020, ahead of the senior note maturity. While Lexmark stated that it does not require the additional facility to meet its cash flow needs for the next 12 months, in March 2019 it drew the facility. Lexmark's readily available cash at Dec. 31, 2018, pro forma to $100 million draw was $298 million. Lexmark faces $125 million in acquisition loan amortization payments over the course of 2020 in addition to the $100 million repayment due in early January 2020. Fitch projects Lexmark will generate approximately $100 million in FCF in 2019, an improvement from approximately $25 million in 2018. Separately, in February Lexmark received a partial extension on $100 million of its revolving credit facility to Nov. 21, 2021 of the $200 million originally due on Nov. 21, 2019. Fitch had included maturity extension of the revolver as both positive and negative rating sensitivities. Operational Stabilization: Following a rebalancing of channel inventory in 2017, Lexmark's operating performance improved materially in 2018. Operating EBITDA margin increased from approximately 2% to 10% bringing gross leverage (total debt with equity credit to operating EBITDA) to approximately 6.5x and 6.9x pro forma to the additional $100 million revolving credit facility. Lexmark undertook additional restructuring actions in July 2018 reducing headcount by approximately 1,000 positions. The company's actions are expected to yield in excess of $120 million in run rate operating EBITDA in 2019, serving in conjunction with other productivity gains to offset price impacts, foreign currency headwinds and inkjet losses. At roughly flat revenue, Fitch projects Lexmark will increase its operating EBITDA margin by approximately 3 points. Beyond 2019, management expects to grow through lower end products, increased placements in China, and increased installed based productivity. Should Lexmark be able to deliver on these initiatives they would represent upside to Fitch's base rating case. Management Turnover: Lexmark's former CEO Rich Geruson resigned for personal reasons on Nov. 20, 2018 after being named to the position in October of 2017. The development follows the abrupt resignation of the prior CEO David Reeder, also for personal reasons in June of 2017. Reeder joined Lexmark as CFO in January 2015 and was named CEO in November 2016. A search for a CEO remains underway. In the interim, Lexmark is being led by an executive management committee consisting of the CTO, Chief Legal officer, and CFO. Fitch views the continued leadership turnover as a material execution risk to Lexmark's strategy. DERIVATION SUMMARY Lexmark is materially smaller on a revenue basis than its closest direct peers HP Inc. (BBB+/Stable) and Xerox Corporation (BB/Rating Watch Negative). Lexmark is also smaller than other printer companies including Canon, Ricoh, Fuji Xerox, Epson, and Brother. Lexmark's operating EBITDA margin is more than 7 points below Xerox but roughly 1 point above HP's, owing to HP's lower margin PC business. Lexmark's printing revenue profile has been challenged, decreasing at a rate above the overall secular market trend, comparable to Xerox. Lexmark's business model appears sustainable over the intermediate term given its market position and now that channel inventory levels have been adjusted. The company's strategy to increase hardware placements and leverage its owner's relationships and capacity in China offer the potential to offset secular declines are seen as upside to Fitch's conservative base rating case. However, Fitch sees meaningful execution risk driven by frequent management turnover. Lexmark's rating is limited by its refinancing risk and associated liquidity positions, which are precarious. The company's 2020 senior notes mature March 15 and absent a refinancing Fitch does not expect Lexmark to have sufficient funds to meet its obligation. However, Lexmark is actively negotiating a potential refinancing with financial institutions. Addressing the near term refinancing risk, in conjunction with maintaining an appropriate liquidity profile will allow Lexmark to pursue its growth initiatives, particularly in China. While the outcome of this refinancing is uncertain, to the extent the company is successful, a positive rating action could potentially be warranted. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Approximately flat revenue growth in 2019 and then low single-digit thereafter. - Three points of operating EBITDA margin expansion in 2019 reflecting restructuring and held constant over forecast period. - Sufficiency of balance sheet cash to meet operational needs over the course of 2019. - Refinancing of 2020 senior notes viewed as a possibility but not a certainty. The recovery scenario assumes the enterprise value of Lexmark is maximized in a going concern scenario versus liquidation. Going concern EBITDA is assumed to be $150 million, which is approximately equal to an average of the 2018 and 2017 operating EBITDA results. This figure is consistent with the assumption used at the time of Fitch's downgrade in March 2018. Lexmark's 2017 EBITDA of $40 million reflected a host of one-off factors related to channel inventory in addition to stresses in Lexmark's core business. While Fitch's 2019 operating EBITDA forecast is roughly twice the assumed going concern figure, the going concern EBITDA is subject to much uncertainty given the overall installed base erosion that Lexmark has experienced over many years. The recovery multiple of 5x at the lower end of the 5x to 6x recovery multiple range seen in technology reorganizations, reflecting the balance of Lexmark's brand, market position and IP with the secular challenges faced by printing hardware manufacturers such that Fitch believes is unlikely to command a significant valuation premium to potential acquirers. Lexmark was acquired at an EV multiple of approximately 9x. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Receipt of firm commitment to refinance 2020 senior notes. - Evidence of sustainability of continuing business turnaround. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Inability to refinance 2020 senior notes. - A substantial worsening of near-term operating performance relative to Fitch's expectations. - Deterioration of FCF profile and liquidity position such that payment default risk becomes material. LIQUIDITY Lexmark had $198 million in readily available cash at Dec. 31, 2018. In January 2019, Lexmark entered into an amendment of the acquisition loan financing that provides for an additional $100 million revolving credit facility that matures on Jan. 3, 2020. In March 2019, Lexmark fully drew this facility. In February 2019, Lexmark received approval for a partial extension of the maturity date of the revolving credit facility, which is fully drawn. Under the partial extension, $100 million of the $200 million that was originally due on Nov. 21, 2019 will now be due on Nov. 21, 2021. Fitch had included revolver maturity extension as a positive rating sensitivity when Fitch downgraded Lexmark to 'CCC+' from 'BB-' March 30, 2018. Lexmark is currently in negotiations with various financial institutions to refinance the $340.9 million of aggregate principal 2020 senior notes maturing on March 15, 2020. FULL LIST OF RATING ACTIONS Fitch has placed the following ratings on Rating Watch Positive: Lexmark International II, LLC -- Long-Term IDR 'CCC+'. Lexmark International Inc. -- Long-Term IDR 'CCC+'; -- Senior notes 'CCC+'/'RR4'. LODESTONE OPERATING: April 24 Plan Confirmation Hearing ------------------------------------------------------- The Bankruptcy Court has conditionally approved the disclosure statement explaining Lodestone Operating, Inc.'s Chapter 11 Plan and scheduled the hearings to consider confirmation of the Plan and final approval of the Disclosure Statement for April 24, 2019 at 10:00 a.m. About Lodestone Operating Inc. Lodestone Operating, Inc. is a privately-held company in Houston, Texas engaged in oil and gas production. Lodestone Operating sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 18-33932) on July 16, 2018. In the petition signed by David M. Reavis, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Eduardo V. Rodriguez presides over the case. The Debtor tapped Weycer, Kaplan, Pulaski, & Zuber, P.C. as its legal counsel. MARRONE BIO: Incurs $20.2 Million Net Loss in 2018 -------------------------------------------------- Marrone Bio Innovations, Inc., has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $20.21 million on $21.22 million of total revenues for the year ended Dec. 31, 2018, compared to a net loss of $30.92 million on $18.16 million of total revenues for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Marrone Bio had $46.56 million in total assets, $33.63 million in total liabilities, and $12.93 million in total stockholders' equity. As of Dec. 31, 2018, the Company's cash and cash equivalents totaled $18.2 million, and the Company had an additional $1.6 million of restricted cash that it is contractually obligated to maintain in accordance with a debt agreement with Five Star Bank. While the Company was out of compliance with certain covenant requirements associated with that agreement, Five Star Bank waived its right to deem recurring losses, liquidity, going concern, and financial condition as material adverse changes through Nov. 15, 2020. Unless Five Star Bank extends its waiver of the applicable covenants, or the Company enters into strategic agreements that include significant cash payments upfront, significantly increase revenues from sales or raise additional capital through the issuance of equity, the Company will exceed the maximum debt-to-worth requirement under its promissory note with Five Star Bank at the expiration of the waiver on Nov. 15, 2020. As of Dec. 31, 2018, the Company had an accumulated deficit of $283.5 million, and the Company estimates that it will continue to incur losses, which will further increase its accumulated deficit. The Company said there is uncertainty about its ability to continue as a going concern. "Our historical operating results as of December 31, 2018 indicate substantial doubt exists related to our ability to continue as a going concern for the 12 months from the issuance of the accompanying financial statements. However, we believe that our existing cash and cash equivalents and restricted cash of $19.8 million at December 31, 2018, together with expected revenues, net proceeds from expected future debt or equity financings, and continued cost management will be sufficient to fund operations as currently planned for at least one year from the date of the issuance of the accompanying financial statements. However, we cannot predict, with certainty, the outcome of actions to grow revenues, obtain financing and/or manage or reduce costs. We have based this belief on assumptions and estimates that may prove to be wrong, and we could spend our available financial resources less or more rapidly than currently expected. We may continue to require additional sources of cash for general corporate purposes, which may include operating expenses, working capital to improve and promote our commercially available products, advance product candidates, expand international presence and commercialization, general capital expenditures and satisfaction of debt obligations. Management may seek additional capital through debt financings, collaborative or other funding arrangements with partners, or through other sources of financing. Should we seek additional financing from outside sources, we may not be able to raise such financing on terms acceptable to us or at all. The actions discussed above cannot be considered probable of occurring and mitigating the substantial doubt raised by our historical operating results and satisfying our estimated liquidity needs for 12 months from the issuance of the accompanying financial statements. If we become unable to continue as a going concern, we may have to liquidate our assets, and stockholders may lose all or part of their investment in our common stock," Marrone Bio stated in the SEC filing. The Company's report on Form 10-K is available from the SEC's website at https://is.gd/eYGEDh. About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com/-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. MBI has screened over 18,000 microorganisms and 350 plant extracts, leveraging its in-depth knowledge of plant and soil microbiomes enhanced by advanced molecular technologies to rapidly develop seven effective and environmentally responsible pest management products to help customers operate more sustainably while uniquely improving plant health and increasing crop yields. Supported by a robust portfolio of over 400 issued and pending patents around its superior natural product chemistry, MBI's currently available commercial products are Regalia, Grandevo, Venerate, Majestene, Haven Stargus and Amplitude, Zelto and Zequanox. MCCLATCHY CO: Leon Cooperman Owns 5.6% of CL-A Shares as of March 1 ------------------------------------------------------------------- Leon G. Cooperman disclosed in its most recent filing with the Securities and Exchange Commission that as of March 18, 2019, he beneficially owns 304,417 shares of Class A Common Stock, par value $0.01 per share, of The McClatchy Company, which constitutes approximately 5.63% of the total number of Shares outstanding. Mr. Cooperman is engaged in, among other activities, investing for his own account. Mr. Cooperman has an adult son named Michael S. Cooperman. The Michael S. Cooperman WRA Trust is an irrevocable trust for the benefit of Michael S. Cooperman. Mr. Cooperman has investment authority over the Shares held by Michael S. Cooperman and the WRA Trust accounts. A full-text copy of the Schedule 13G is available for free at: https://is.gd/wghQdj About McClatchy The McClatchy Company operates 30 media companies in 14 states, providing each of its communities with news and advertising services in a wide array of digital and print formats. McClatchy is a publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the (Fort Worth) Star-Telegram. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. McClatchy reporting a net loss of $79.75 million for the year ended Dec. 30, 2018, compared to a net loss of $332.35 million for the year ended Dec. 31, 2017. As of Dec. 30, 2018, the Company had $1.29 billion in total assets, $180.5 million in current liabilities, $1.45 billion in non-current liabilities, and a stockholders' deficit of $341.66 million. * * * In March 2018, S&P Global Ratings lowered its corporate credit rating on The McClatchy Co. to 'CCC+' from 'B-'. The rating outlook is stable. "The downgrade reflects our view that McClatchy's capital structure is unsustainable at current leverage and discretionary cash flow (DCF) levels. Still, we don't expect a default to occur during the next 12 months. McClatchy has no imminent liquidity concerns, full availability on its $65 million revolving credit facility due 2019, low capital expenditures, and it generates positive DCF. McClatchy continues to hold Moody's Investors Service's "Caa1" corporate family rating. In December 2015, Moody's affirmed the "Caa1" corporate family rating rating and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cash-flow. McClatchy's "Caa1" Corporate Family Rating reflects persistent revenue pressure on the company's newspaper and print operations, reliance on cyclical advertising spending, and its high leverage including a large underfunded pension. MERITOR INC: Fitch Alters Outlook on 'BB-' LT IDR to Positive ------------------------------------------------------------- Fitch Ratings has affirmed Meritor, Inc.'s (MTOR) Long-Term Issuer Default Rating (IDR) at 'BB-'. In addition, Fitch has affirmed the ratings on MTOR's senior unsecured notes, including its convertible notes, at 'BB-'/'RR4' and the rating on its secured revolving credit facility at 'BB+'/'RR1'. MTOR's ratings apply to a $525 million secured ABL revolving credit facility and $822 million in senior unsecured notes. Fitch has revised the Rating Outlook on MTOR to Positive from Stable. KEY RATING DRIVERS Ratings Overview: The revision of MTOR's Rating Outlook to Positive from Stable is driven by Fitch's expectations that the significant improvement seen in the company's credit profile over the past several years can be sustained going forward, even as the Class 8 truck market comes off its cyclical peak. A meaningful portion of the improvement in MTOR's credit profile was driven by the company's use of proceeds from the sale of its 50% stake in the Meritor WABCO Vehicle Control Systems (Meritor WABCO) joint venture to permanently reduce long-term debt in fiscal year (FY) 2018. In addition, over the past several years MTOR has improved its operational flexibility, which has allowed it to produce consistently positive annual FCF, despite swings in North American Class 8 truck demand over that time. Recent business wins continue to expand and diversify MTOR's global customer base, with the company making progress on growing its on-road presence in China and increasing its exposure to the North American medium duty truck segment. Although not yet a significant part of its business, MTOR has also grown its expertise in hybrid and electric drivetrains, largely through its investment in Transportation Power, Inc. (TransPower). The increasing diversification of its business model has given Fitch increased confidence that the company will be able to grow its revenue in excess of the rate of global truck production over the intermediate term, while helping to protect the business during regional downturns. Rating Concerns: Despite the improvements to MTOR's operational performance and credit profile, Fitch continues to have several significant rating concerns. Chief among these remains the extreme cyclicality of the global commercial truck and off-highway vehicle markets. North American Class 8 truck production in FY2018 was up about 30% after declining about 6% in FY2017. Production in FY2017 was down about 28% from the most recent cyclical peak reached only two years before in FY2015, illustrating the extreme shifts that can take place in this end market from one year to the next. These heavy shifts in demand heighten the importance of MTOR maintaining relatively conservative mid-cycle credit metrics. However, MTOR has demonstrated its ability over the past several years to both grow margins and generate positive FCF through both the peaks and troughs of the Class 8 cycle. This represents an important improvement from previous cycles, when the company's margins and FCF were heavily pressured at both the top and the bottom of the cycle. Other rating concerns include heavy competition in the commercial truck driveline sector, particularly in North America, as well as volatile raw material costs, which can pressure margins despite pass-through mechanisms in many customer contracts. MTOR's heightened interest in potential acquisition opportunities and occasional share repurchases are also concerns, although Fitch expects acquisitions will mostly be smaller small bolt-on transactions. In terms of share repurchases, Fitch expects the company to remain focused on keeping leverage in line with the level achieved in its M2019 strategic plan, mitigating the likelihood of any significant debt-funded repurchase activity. Improved Profitability: Fitch expects MTOR's EBITDA margin (based on Fitch's calculations) to run in the 10% to 11% range over the intermediate term, even with the expected slowing of the North American Class 8 market. This will be driven, in part, by the enhanced diversification of MTOR's business across customers, products and geographies, as well as increased efficiencies achieved through its M2016, M2019 and M2022 strategic plans. MTOR's actual EBITDA margin (based on Fitch's calculation) in FY2018 was 10.2%. Moderate Leverage: Fitch expects MTOR's gross EBITDA leverage (gross debt/EBITDA as calculated by Fitch) to run in the mid- to upper-2x range over the intermediate term, with debt (including off-balance sheet factoring) about flat at roughly $1.1 billion now that the company has achieved the 1.5x net leverage target in its M2019 plan. Actual EBITDA leverage (according to Fitch's calculations) was 2.6x at year-end FY2018. Fitch expects FFO adjusted leverage to run in the 3x to 4x range over the intermediate term, with it running closer to the higher end of that range over the next couple of years as the North American truck cycle turns. Actual FFO adjusted leverage was 3.0x at year-end FY2018, as the company benefitted from strong demand levels across its business. Solid FCF: Fitch expects MTOR to produce positive FCF over the intermediate term, with FCF margins generally running in the low- to mid-single-digit range (based on Fitch's calculations). In FY2019, Fitch expects MTOR's FCF to margin to run near 3%, roughly in line with the level in FY2018, as the company continues to benefit from profit improvement initiatives in its M2019 and M2022 plans and from new business wins in products for other end markets. Fitch expects capex as a percentage of revenue to run in the 3% to 3.5% range over the intermediate term. According to Fitch's calculations, FCF in FY2018 was $136 million, equal to a 3.3% FCF margin. Well-Funded Pensions: MTOR's pension plans remain well funded. At year-end FY2018, the company's global plans were 98% funded on a GAAP projected benefit obligation (PBO) basis, with an unfunded status of only $30 million. However, the company's U.S. plans were 81% funded, with an underfunded status of $178 million, while its non-U.S. plans were overfunded by $148 million on a GAAP basis. The company contributed $6 million to its global pension plans in FY2018, and it expects to contribute another $6 million to its plans in FY2019. Given MTOR's liquidity and FCF prospects, Fitch does not currently view the company's pension plans as a meaningful credit risk. Ratings Notching: The 'BB+'/'RR1' rating on MTOR's secured ABL revolver reflects its substantial collateral coverage and outstanding recovery prospects in a distressed scenario. The two-notch uplift from the company's IDR reflects Fitch's notching criteria for issuers with IDRs in the 'BB' range. At the same time, the 'BB-'/'RR4' rating on MTOR's senior unsecured notes, including its convertible notes, reflects Fitch's expectation that recoveries would be average in a distressed scenario, consistent with most senior unsecured obligations of issuers with IDRs in the 'BB' range. DERIVATION SUMMARY MTOR is a capital goods supplier with product lines focused primarily on driveline components and brakes for commercial vehicles, off-highway equipment and trailers. Compared with its primary competitor, Dana Incorporated (BB+/Stable), MTOR is smaller and fully focused on the capital goods industry, without any meaningful light vehicle exposure. However, MTOR generally retains a top-three market position in most of the product segments where it competes. Compared with other capital goods and automotive suppliers rated in the 'BB' category, such as Delphi Technologies PLC (BB/Stable), The Goodyear Tire and Rubber Company (BB/Stable), Allison Transmission Holdings, Inc. (BB/Stable) or Tenneco Inc. (BB-/Stable), MTOR's margins, FCF generation and leverage have trended toward levels more commensurate with issuers in the middle of the category, while a couple years ago, it's metrics were more in line with issuers at the lower end of the category. MTOR's EBITDA leverage has trended down toward the high-2x range from the high-3x range a couple years ago, while EBITDA margins have risen above 10%. FCF margins have improved, and the company has begun consistently generating positive annual FCF. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Global commercial truck production continues to increase, but at a slower rate, in FY2019 before falling in FY2020 and stabilizing at a lower level in FY2021; -- Revenue grows modestly in FY2019 before declining in FY2020 on lower production levels; -- FCF remains solidly positive over the next several years, with FCF margins running in the low-single-digit range; -- Capital expenditures run at about 3% to 3.5% of revenue over the next several years as the company invests in new technologies and to accommodate new business wins; -- The company generally maintains year-end cash balances in the $100 million to $115 million range, with excess cash used for share repurchases or modest acquisitions. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Maintaining mid-cycle Debt/EBITDA leverage below 3.0x; -- Maintaining mid-cycle FFO adjusted leverage below 4.5x; -- Maintaining a positive mid-cycle FCF margin; -- Maintaining a mid-cycle EBITDA margin above 10%. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A material deterioration in the global commercial truck or industrial equipment markets for a prolonged period; -- An increase in mid-cycle Debt/EBITDA leverage to above 4.0x for an extended period; -- An increase in mid-cycle FFO adjusted leverage to above 5.0x for an extended period; -- A decline in the mid-cycle FCF margin to below 1.0% for an extended period; -- A decline in the mid-cycle EBITDA margin to below 8.5% for an extended period. LIQUIDITY Adequate Liquidity: Fitch expects MTOR's liquidity to remain adequate over the intermediate term. The company had $127 million in cash and cash equivalents at Dec. 30, 2018. In addition to its cash, MTOR has access to a $525 million secured ABL revolving credit facility that matures in 2022. The ABL facility's borrowing base was valued at $843 million at Dec. 30, 2018. At that time, $480 million was available, with $45 million in temporary borrowings outstanding on it and no letters of credit issued against it. Based on its criteria, Fitch has estimated the amount of cash that it believes MTOR needs to keep on hand to cover seasonal changes in cash flows without any incremental borrowing, and it treats this cash as not readily available for purposes of calculating net metrics. Based on the company's recent performance, Fitch estimates that the company will produce sufficient operating cash flow through the year to meet is seasonal cash needs, and Fitch has therefore treated all of MTOR's cash as readily available in its forecasts. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Meritor, Inc. -- Long-Term IDR at 'BB-'; -- Secured revolving credit facility at 'BB+'/'RR1'; -- Senior unsecured notes at 'BB-'/'RR4'. The Rating Outlook has been revised to Positive from Stable. MESOBLAST LIMITED: Signs MOU for Revascor Confirmatory Trial ------------------------------------------------------------ Mesoblast Limited and the International Center for Health Outcomes and Innovation Research (InCHOIR) at the Icahn School of Medicine at Mount Sinai have entered into a Memorandum of Understanding (MOU) to conduct a confirmatory clinical trial using Mesoblast's product candidate Revascor (MPC-150-IM) for reduction of gastrointestinal (GI) bleeding in end-stage heart failure patients implanted with a left ventricular assist device (LVAD). Dr. Frank Pagani, professor, Department of Cardiac Surgery at the University of Michigan, and co-principal investigator of the recently completed 159-patient study for which InCHOIR served as the central coordinating and data management arm, said: "Gastrointestinal bleeding episodes are a major life-threatening complication of LVAD implants that occur in 20-40% of recipients in the first six months, resulting in recurrent hospitalizations and compromising quality of life. Confirmation of our previous observations that Mesoblast's cell therapy reduced major bleeding episodes and related hospitalizations would identify a therapeutic approach that could greatly benefit these patients." In a 30-patient pilot trial, Mesoblast's allogenic mesenchymal precursor cell (MPC) therapy Revascor showed a 70% reduction in GI bleeding events. This formed the basis for the successful Regenerative Medicine Advanced Therapy (RMAT) submission by Mesoblast to the United States Food and Drug Administration (FDA) for Revascor in 2017. Moreover, a 76% reduction in GI bleeding events was observed in the recent 159-patient trial (p MIDATECH PHARMA: Gets Approval for EUR6.6M Spanish Government Loan ------------------------------------------------------------------ The Spanish government notified Midatech on March 28, 2019, that it has provisionally approved the Company's Reindustrialisation loan application relating to Midatech's plans for commercial scale-up of its key MTD201 Q-Octreotide development product. The loan amount conditionally approved under Reindus is EUR6.6m, which brings the total public financing available for this project to EUR8.5m, including previous amounts recently approved by the Basque regional government. The total manufacturing cost of the project is being finalised and is currently estimated at approximately EUR16m. This quantum remains subject to finalisation of a number of variables. Provision of the Loan is subject to Midatech providing a EUR2.6m guarantee, which Reindus requires as part of the terms of the Loan to be paid within 15 days of formal request by Reindus, which is expected within the next month. The Guarantee, and any other potential costs not covered by the approved funding such as personnel costs, is likely to be funded by bank finance and other Basque funding institutions. The Loan will accrue interest at a rate of 1.6%. Repayments commence 3 years after drawdown, and the repayment period thereafter is 10 years. MTD201 is a treatment for acromegaly and neuroendocrine (NET) tumours such as carcinoid cancer, and is based on the Company's novel polymer microsphere technology, Q-Sphera for sustained release delivery. The leading product currently in this $2 billion market is Novartis' Sandostatin LAR. Data from Midatech's recent Phase I exploratory study demonstrated that MTD201 produces a safe and effective sustained delivery profile of Octreotide, with further advantageous characteristics which strongly supports the continued development of a long-acting octreotide product alternative to SLAR for treatment of these diseases. CEO Craig Cook commented "The Reindus loan is a real boost to our commercial manufacturing scale up scheduled over the next 18 - 24 months in Bilbao and, together with other alternative options under consideration by the Board such as strategic manufacturing partnerships, can provide all our manufacturing needs in the medium to long term. For our lead program MTD201, completion of the commercial manufacturing is required prior to submitting for marketing authorization in the US and EU, and the Reindus loan allows us to plan and move ahead with more confidence." About Midatech Pharma Midatech Pharma PLC -- http://www.midatechpharma.com/-- is an international specialty pharmaceutical company focused on the research and development of a pipeline of medicines for oncology and immunotherapy. The Company is developing a range of improved chemo-therapeutics or new immuno-therapeutics, using its three proprietary platform drug delivery technologies, all of which are in the clinic. Midatech is headquartered in Oxfordshire, with an R&D facility in Cardiff and a manufacturing operation in Bilbao, Spain. The report from the Company's independent accounting firm BDO LLP, in Reading, United Kingdom, the Company's auditor since 2014, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Midatech reported a loss before tax of GBP17.32 million in 2017 following a loss before tax of GBP29.32 million in 2016. As of Dec. 31, 2017, Midatech had GBP$49.22 million in total assets, GBP14.54 million in total liabilities and GBP34.67 million in total equity. MISHAL PETROLEUM: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Mishal Petroleum, Inc. 903 W McIntosh Ave Checotah, OK 74426-4411 Business Description: Mishal Petroleum, Inc. is a privately held company whose principal assets are located at 298 N Main St Spring Valley, NY 10977- 3736. Chapter 11 Petition Date: March 28, 2019 Court: United States Bankruptcy Court Southern District of New York (White Plains) Case No.: 19-22691 Judge: Hon. Robert D. Drain Debtor's Counsel: Jeffery Barclay Potts, Esq. JEFFS POTTS LAW OFFICE 1320 N Mill St Ste 128 Muskogee, OK 74401-2078 Tel: (918) 687-7755 E-mail: jeffpottslawoffice@att.net Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ahmad Zulfiqar, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb19-22691.pdf MISSION COAL: W. Va. DEP Objects to Plan Confirmation ----------------------------------------------------- The West Virginia Department of Environmental Protection objects to the confirmation of the first amended joint chapter 11 plan of Mission Coal Company LLC and its debtor affiliates. DEP complaints that the Debtors' proposed plan fails to provide adequate means for its implementation, inappropriately diverts estate assets required to ensure compliance with the reorganized Debtors' continuing legal obligations to pay other obligations, and simultaneously affords the Debtors' officers, directors, agents, owners and controllers with broad discharges, releases, exculpations, and injunctions from their own independent liability to the State. DEP points out that despite the apparent exclusion of that complex from the sale(s), the Debtors plan does not provide any guidance whatsoever as to what will happen with the Pinnacle complex (or any other unsold mine or mining permit) other than that it will revert to the reorganized Debtors along with other Excluded Assets. DEP further points out that in the event that there is no buyer for the Pinnacle assets and permits and those assets and permits revert to the reorganized Debtors under the Debtors' proposed plan, the Debtors' proposed plan involves precisely the same kind of "speculative, indefinite plans" that deprive parties in interest of any "reasonable means by which to assess whether [the] plan can achieve the results contemplated by the Code" as the plan in the Walker case. DEP submits that the allocation of estate assets to certain creditors violates the Bankruptcy Code, as elucidated by the Supreme Court in Jevic. See also In re Fryar, 570 B.R. 602, 608-11 (Bank. E.D. Tenn. 20017). According to DEP, in particular, the plan provides discharges, releases, exculpations and injunctions barring the State of West Virginia from enforcing its laws against the reorganized Debtors, the purchasers and transferees of the Debtors’ assets, and various non-debtor third parties as to whom the State has separate and independent claims. DEP complains that assuming the reorganized Debtors continue to hold the Pinnacle mining operations and permits after the effective date of the plan, the amounts set aside for "wind-down expenses," even if fully allocated to the reorganized Debtors' obligations under the Pinnacle permits, will not provide sufficient funds to enable the reorganized Debtors and the Plan Administrator to perform their legal obligations under the Pinnacle permits after the effective date. DEP asserts that after selling their valuable assets, orphaning the Pinnacle permits, and leaving the estates with inadequate, if any, unallocated funding, the plan as proposed would leave the reorganized Debtors with no ability on and after the effective date of the plan to comply with their immediate and ongoing obligations relative to the Pinnacle permits, much less to immediately reclaim the land and treat polluted water as required under applicable State and federal law. Although DEP has sought to protect itself and the people of West Virginia against inappropriate third-party releases from violations of the law by opting out therefrom the plan provisions still appear to embody, and fail to exclude from application to the State, various discharges, releases, exculpations, and injunctions in violation of the Bankruptcy Code and in excess of this Court's jurisdiction and power to sanction or issue. According to DEP it is into this limited and narrow context that the Debtors must try to fit the requested releases, exculpations, and injunctions seeking to restrict the State's enforcement of its mining and water pollution control laws. DEP asserts this they cannot do. DEP points out that though limited on its face to the breadth permitted under Section 1141(d) of the Bankruptcy Code, Article IX.B of the plan goes on to describe a broad discharge of claims thereunder. DEP further points out that as an initial matter, the provision for a discharge in the instant case would violate the discharge provision applicable specifically to liquidating Chapter 11 debtors. DEP Complains that the Debtors' plan also provides for a broad injunction barring parties from asserting rights of setoff. According to DEP, that provision contravenes Section 553 of the Bankruptcy Code which provides that the Bankruptcy Code "does not affect any right of a creditor to offset" mutual debts. About Mission Coal Company Mission Coal Company LLC and its subsidiaries are engaged in the mining and production of metallurgical coal, also known as "met" coal, which is a critical component of the steelmaking process. The Company is headquartered in Kingsport, Tennessee and operate subterranean, surface, and longwall mining complexes in West Virginia and Alabama. The Company employs 1,075 individuals on a full-time or part-time basis. Mission Coal and 10 of its subsidiaries filed for bankruptcy protection in the U.S. Bankruptcy Court for the Northern District of Alabama (Birmingham) on Oct. 14, 2018, with Lead Case No. 18-04177. In the petition signed by CRO Kevin Nystrom, Mission Coal estimated assets and liabilities of $100 million to $500 million. Daniel D. Sparks, Esq. and Bill D. Bensinger, Esq., of Christian & Small LLP, as well as James H.M. Sprayregen, P.C., Brad Weiland, Esq., and Melissa N. Koss, Esq., of Kirkland & Ellis LLP and Kirkland & Ellis International LLP, serve as counsel to the Debtors. The Debtors also tapped Jefferies LLC as investment banker, Zolfo Cooper LLC as financial advisor, and Omni Management Group as notice and claims agent. On Oct. 25, 2018, the Bankruptcy Administrator for the Northern District of Alabama appointed the Official Committee of Unsecured Creditors. The Committee retained Lowenstein Sandler LLP, as counsel; Baker Donelson Bearman Caldwell & Berkowitz, PC, as local counsel; and Berkeley Research Group, LLC, as financial advisor. MJJW PORTFOLIO: May 19 Plan Confirmation Hearing ------------------------------------------------ The Disclosure Statement explaining MJJW Portfolio, Inc.'s Chapter 11 Plan is conditionally approved. The Court will conduct a hearing on confirmation of the Plan on May 29, 2019 at 1:30PM. Parties in interest will submit their written ballot accepting or rejecting the Plan no later than eight (8) days before the date of the Confirmation Hearing. Objections to confirmation will be filed and served no later than seven (7) days before the date of the Confirmation Hearing. Plan Proponent will file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. About MJJW Portfolio Inc. MJJW Portfolio, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07533). The Debtor tapped Miriam L. Sumpter-Richard, Esq., at Fresh Start Law Firm, P.A., as its bankruptcy counsel. MOMENTIVE PERFORMANCE: S&P Hikes ICR to 'B+'; Rating on Watch Pos. ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Momentive Performance Materials Inc. to 'B+' from 'B' and placed the rating on CreditWatch with positive implications. At the same time, S&P raised the issue-level ratings on the company's first- and second-lien notes by one notch and placed the ratings on CreditWatch with positive implications. This reflects S&P's view that Momentive will receive some level of group support from its pending acquisitions by an investor group that includes SJL Partners, KCC Corp. (BBB/Watch Neg/--), and Wonik QnC Corp. As part of such acquisition, Momentive plans to issue a $300 million asset-based lending (ABL) facility, a new $839 million senior secured term loan B due 2024, and a new $839 million Korean bank loan that will be guaranteed by KCC Corp. Momentive plans to repay all existing debt as part of the transaction. Meanwhile, S&P assigned a 'B+' issue-level rating and '3' recovery rating to the company's new $839 million term loan B due 2024. The issue-level rating is on CreditWatch positive. The upgrade of Momentive Performance Materials reflects S&P's view of the improved end-market fundamentals in the overall silicones market, leading to sustained improvement in earnings and profitability measures for the company. Additionally, the company has benefitted from initiatives to shift its portfolio toward more specialty value-added products. As capacity in the global silicone industry has been reduced and end-market diversity and customer demand has risen, Momentive continues to show year-over-year and quarter-over-quarter earnings improvement that S&P believes is sustainable. Additionally, through capital investments over the past 12 to 24 months, Momentive has shifted its focus toward higher-margin silicone and silane products, which will lead to a further increase in profitability measures. Momentive has continued to recognize the benefits of cost-savings initiatives, which has resulted in further margin improvement. With the opening of the new NXT facility in 2018, S&P expects continued margin improvement and earnings results leading to better credit measures with S&P Global Ratings-adjusted leverage between 4x-5x. The rating agency expects that Momentive will benefit from continued geographic diversification and modest cost synergies as the result of the planned acquisition by a Korean investment group. "We expect to resolve the CreditWatch following the completion of the transaction. Assuming the transaction closes, all existing Momentive debt is repaid, and Momentive receives group support from KCC Corp., we would likely raise our rating on Momentive by one notch. We would then withdraw existing debt ratings on the company's existing first- and second-lien notes," S&P said. The transaction is currently pending regulatory approval. If the transaction does not close, S&P would likely affirm the 'B+' rating, assuming operating performance and credit measures remain within its expectations. MUNCHERY INC: U.S. Trustee Appoints 2 New Committee Members ----------------------------------------------------------- The U.S. Trustee for Region 17 on March 28 appointed two new members to the official committee of unsecured creditors in the Chapter 11 case of Munchery, Inc. The two unsecured creditors are: (1) Del Monte Capitol Meat Co., LLC Attn: Kevin Reilly 4051 Seaport Blvd. West Sacramento, CA 95691 kreilly@chefswarehouse.com (2) Nextdoor, Inc. Attn: John Orta 875 Stevenson Street, Suite 700 San Francisco, CA 94103 Represented by: Gary Kaplan Farella Braun & Martel 235 Montgomery Street, 17th Floor San Francisco, CA 94104 gkaplan@fbm.com The bankruptcy watchdog had earlier appointed PayPal Inc., Performance Food Group Inc. and Joshua James Eaton Philips, court filings show. About Munchery Munchery, Inc. d/b/a Munchery -- http://www.munchery.com/-- is a food delivery startup offering "fresh, local, and delicious" meals to its customers across the country. On Jan. 21, 2019 Munchery ceased business operations and all its employees were terminated. Munchery filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 19-30232) on Feb. 28, 2019. The petition was signed by James Beriker, president and CEO. The case has been assigned to Judge Hannah L. Blumenstiel. At the time of filing, Munchery estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Munchery tapped Finestone Hayes LLP as its bankruptcy counsel; Armanino LLP as its financial consultant; and Omni Management Group as its noticing agent. NORTHERN BOULEVARD: Seeks to Hire Spence Law Office as Counsel -------------------------------------------------------------- Northern Boulevard Automall, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Spence Law Office, P.C., as its legal counsel. The firm will advise the Debtor of its power and responsibility under the Bankruptcy Code; assist in any potential sale of its assets; negotiate with its creditors in formulating a plan of Reorganization; and provide other legal services in connection with its Chapter 11 case. The firm will be paid at these hourly rates: Partners $450 Associates/Of Counsel $325 - $475 Prior to the petition date, Spence Law Office received a retainer in the amount of $25,000, plus $1,717 for the filing fee. Spence Law Office is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Robert J. Spence, Esq. Spence Law Office, P.C. 55 Lumber Road, Suite 5 Roslyn, NY 11576 Tel: (516) 336-2060 Fax: (516) 605-2084 Email: rspence@spencelawpc.com About Northern Boulevard Automall Northern Boulevard Automall, LLC, which conducts business under the name Long Island City Volkswagen, is a dealer of new and used Volkswagen vehicles in Woodside, New York. It also offers Volkswagen service parts, accessories, and provides repair services. Northern Boulevard Automall sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-41348) on March 7, 2019. At the time of the filing, the Debtor disclosed $5,851,178 in assets and $9,008,267 in liabilities. The case is assigned to Judge Nancy Hershey Lord. NOVABAY PHARMACEUTICALS: Reports $6.54 Million Net Loss for 2018 ---------------------------------------------------------------- Novabay Pharmaceuticals, Inc., has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss and comprehensive loss of $6.54 million on $12.50 million of total net sales for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $7.40 million on $18.23 million of total net sales for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $9.36 million in total assets, $4.40 million in total liabilities, and $4.95 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" opinion in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has experienced operating losses for most of its history and expects expenses to exceed revenues in 2019. The Company also has recurring negative cash flows from operations and an accumulated deficit. All of these matters raise substantial doubt about its ability to continue as a going concern. "Based primarily on the funds available at December 31, 2018, the Company believes these resources will be sufficient to fund its operations into the second quarter of 2019. The Company has sustained operating losses for the majority of its corporate history and expects that its 2018 expenses will exceed its 2018 revenues, as the Company continues to re-invest in its Avenova commercialization efforts. The Company expects to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. Accordingly, the Company's planned operations raise substantial doubt about its ability to continue as a going concern. The Company's liquidity needs will be largely determined by the success of operations in regard to the commercialization of Avenova. The Company also may consider other plans to fund operations including: (1) out-licensing rights to certain of its products or product candidates, pursuant to which the Company would receive cash milestones or an upfront fee; (2) raising additional capital through debt and equity financings or from other sources; (3) reducing spending on one or more of its sales and marketing programs; and/or (4) restructuring operations to change its overhead structure. The Company may issue securities, including common stock and warrants through private placement transactions or registered public offerings, which would require the filing of a Form S-1 or Form S-3 registration statement with the Securities and Exchange Commission. In the absence of the Company's completion of one or more of such transactions, there will be substantial doubt about the Company's ability to continue as a going concern within one year after the date these financial statements are issued, and the Company will be required to scale back or terminate operations and/or seek protection under applicable bankruptcy laws," the Company said in the SEC filing. The Company's report on Form 10-K is available from the SEC's website at https://is.gd/N57HEO. About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com/-- is a medical device company predominately focused on eye care. The Company is currently focused primarily on commercializing Avenova, a prescription product sold in the United States for cleansing and removing foreign material including microorganisms and debris from skin around the eye, including the eyelid. ORCHIDS PAPER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Three affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Orchids Paper Products Company (Lead Case) 19-10729 201 Summit View Drive, Suite 110 Brentwood, TN 37027 Orchids Paper Products Company of South Carolina 19-10730 Orchids Lessor SC, LLC 19-10731 Business Description: Orchids Paper -- www.orchidspaper.com -- is a manufacturer of paper towels, bathroom tissue, and paper napkins. Orchids Paper provides a range of products, including AFH (Away from Home), branded, and private label, in retail and commercial markets. The Company is headquartered in Brentwood, Tennessee with manufacturing locations in Pryor, Oklahoma and Barnwell, South Carolina. The Company is publicly traded on the NYSE: MKT under the stock ticker "TIS". Orchids Paper has 465 employees. Chapter 11 Petition Date: April 1, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Mary F. Walrath Debtors' General Bankruptcy Counsel: Christopher A. Ward, Esq. Shanti M. Katona, Esq. Brenna A. Dolphin, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Tel: (302) 252-0920 Fax: (302) 252-0921 Email: cward@polsinelli.com skatona@polsinelli.com bdolphin@polsinelli.com - and - Jerry L. Switzer, Jr., Esq. POLSINELLI PC 150 N. Riverside Plaza, Suite 3000 Chicago, Illinois 60606 Tel: (312) 819-1900 Fax: (312) 819-1910 Email: jswitzer@polsinelli.com Debtors' Interim Chief Strategy Officer: DELOITTE TRANSACTIONS AND BUSINESS ANALYTICS LLP Debtors' Investment Banker: HOULIHAN LOKEY CAPITAL, INC. Debtors' Notice, Claims & Balloting Agent and Administrative Advisor: PRIME CLERK LLC https://cases.primeclerk.com/orchidspaper/ Total Assets as of Feb. 28, 2019: $322,061,000 Total Debts as of Feb. 28, 2019: $260,864,000 The petitions were signed by Richard S. Infantino, interim chief strategy officer. A full-text copy of Orchids Paper's petition is available for free at: http://bankrupt.com/misc/deb19-10729.pdf Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Brenntag Southwest Inc. Trade Debt $44,068 5702 E. Channel Road Catoosa, OK 74015 Tel: 918-245-6666 Email: gholmes@brenntag.com 2. Cellmark Paper Inc. Trade Debt $200,653 80 Washington St Norwalk, CT 06854 Tel: 203-251-9026 Email: dominick.merole@cellmark.com 3. Chem Treat Inc. Trade Debt $201,049 15045 Collections Center Drive Chicago, IL 60693 Tel: 918-376-9717 Email: cs_orders@chemtreat.com 4. CMPC USA, Inc. Trade Debt $445,218 1040 Crown Pointe Parkway, Suite 950 Atlanta, GA 30338 Tel: 770-551-2648 Email: barrym@lfpcorp.com 5. Dixie Pulp & Paper Trade Debt $1,646,563 101 Marina Drive Tuscaloosa, AL 35406 Tel: 205-759-2600 Email: claird@dixiepaper.com 6. Fabio Perini North Trade Debt $57,314 America, Inc. 3060 South Ridge Road Green Bay, WI 54304 Tel: 920-336-5000 Email: tonia.kielpikowski @fabioperini.com 7. Fabrica De Papel Trade Debt $4,395,044 San Francisco, S.A. 237 Rockwood Ave, Suite 120 Calexico, CA 92231 Tel: 877-567-1789 Email: mariano.robles@pa pelsanfrancisco.com 8. Green Bay Packaging Trade Debt $195,356 1700 N Webster Court Green Bay, WI 54302 Tel: 918-446-3341 Email: jbarta@gbp.com 9. Henkel Adhesives Trade Debt $121,978 1 Henkel Way Rocky Hill, CT 06067-3581 Tel: 888-480-1171 Email: bill.beaton@henkel.com 10. Little Rapids Corp. Trade Debt $1,204,994 2273 Larson Drive Green Bay, WI 54303 Tel: 360-335-0537 Email: bburatti@littlerapids.com 11. M3 Construction, Inc. Trade Debt $56,875 432 East 50th Street Savannah, GA 31405 Tel: 800-912-6173 Email: heather.overturf@m3gc.com 12. Motion Industries Trade Debt $278,066 13685 E. 61st Street Broken Arrow, OK 74012 Tel: 918-459-6919 Email: tammy.gomillion@motion-ind.com 13. Packaging Corporation Trade Debt $196,611 of America 3200 Lakewood Avenue, SW Atlanta, GA 30344 Tel: 803-405-6316 Email: dburger@packagingcorp.com 14. Peco Pallet, Inc. Trade Debt $60,932 2990 Momentum Place Chicago, IL 60689-5329 Tel: 914-376-5444 Email: faguirre@pecopallet.com 15. Quality Plus Services Inc. Trade Debt $206,957 2929 Quality Drive Petersburg, VA 23805 Tel: 804-863-0191 Email: stevenb1@qpsisbest.com 16. Rexel USA Inc. Trade Debt $56,352 14951 Dallas Parkway Dallas, TX 75254 Tel: 918-647-8185 Email: blaine.howard@rexelusa.com 17. Solenis LLC Trade Debt $202,665 3 Beaver Valley Road, Suite 500 Wilmington, DE 19803 Tel: 318-652-1229 Email: nchoruzy@solenis.com 18. Sun Chemical Corporation Trade Debt $101,772 5000 Spring Grove Avenue Cincinnati, OH 45232 Tel: 866-786-8144 Email: arremit@sunchemical.com 19. TMC North America Inc. Trade Debt $102,390 3116 North Pointer Road Appleton, WI 54911-8602 Tel: 920-830-9723 Email: info@tmcna.com 20. Trebor Inc. Trade Debt $135,600 100 Matawan Road, Suite 220 Matawan, NJ 07747 Tel: 732-335-4255 Email: pstairiker@trebor.com OREXIGEN THERAPEUTICS: May 17 Plan Confirmation Hearing ------------------------------------------------------- The Bankruptcy Court has approved on an interim basis the Disclosure Statement explaining Orexigen Therapeutics, Inc.'s Chapter 11 Plan of Liquidation. The Confirmation Hearing shall be held on May 17, 2019, at 11:00 a.m. (prevailing Eastern Time), before the Honorable Kevin Gross, United States Bankruptcy Judge, in Courtroom #3 of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 5th Floor, Wilmington, Delaware 19801. The deadline to file objections to the adequacy of the Disclosure Statement on a final basis and confirmation of the Plan will be May 6, 2019, at 4:00 p.m. (prevailing Eastern Time). About Orexigen Therapeutics Based in La Jolla, California, Orexigen Therapeutics, Inc. -- http://www.orexigen.com/-- is a biopharmaceutical company focused on the treatment of weight loss and obesity. It is a publicly traded company with its shares listed on The NASDAQ Global Select Market under the ticker symbol "OREX". The company has 111 employees in the U.S. Orexigen Therapeutics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10518) on March 12, 2018. In its petition signed by Michael A. Narachi, president and CEO, the Debtor disclosed $265.1 million in assets and $226.4 million in liabilities. Judge Kevin Gross presides over the cases. The Debtor tapped Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Ernst & Young LLP as financial advisor; Perella Weinberg Partners as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed three creditors to serve on the official committee of unsecured creditors. PARIS MANAGEMENT: LendingHome Objects to Plan Confirmation ---------------------------------------------------------- LendingHome Funding Corp. objects to the confirmation of the Chapter 11 Plan proposed by Paris Management LLC. LendingHome complains that the Debtor's proposed Chapter 11 Plan and Disclosure Statement do not adequately protect the Movant's secured interest in said Property. The Movant hereby objects to said Chapter 11 Plan and Disclosure Statement. According to Movant, the Debtor should modify its proposed Chapter 11 Plan and Disclosure Statement to provide for payment of the total debt owed to the Movant. The Movant asserts that the Debtor shall amend its proposed Chapter 11 plan and Disclosure Statement to provide adequate protection payments in the amount of $1,184.38 per with an interest rate of 12.50%. About Paris Management Paris Management, LLC, is a Mississippi limited liability company doing business in Shelby County, Tennessee. All of its assets are located in Shelby County, Tennessee. Paris Management sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-20957) on Feb. 1, 2019. The case is assigned to Judge Paulette J. Delk. John Dunlap, Esq., from Memphis, Tennessee, is serving as the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Paris Management, LLC as of March 15, according to a court docket. PARKER DRILLING: Completes Financial Restructuring, Exits Ch.11 --------------------------------------------------------------- Parker Drilling Company on March 26, 2019, disclosed that it has successfully completed its financial restructuring and emerged from Chapter 11 protection. Parker moves forward with a stronger financial position, having reduced total debt by approximately two-thirds, from $585 million to $210 million, and securing access to $50 million in exit financing. The Company has also raised an additional $95 million through a fully-backstopped equity rights offering. "[Wednes]day is an important day in Parker Drilling's history," said Gary Rich, President and Chief Executive Officer. "Our new capital structure allows us to pursue profitable growth opportunities and enhances our resiliency across industry cycles. We have always had strong operations, a great team, and loyal customers. Now, we have the right platform on which we can build scale in recovering markets and expand our suite of value-added services and technology-driven solutions to meet customers' needs across the full drilling cycle." Mr. Rich continued, "The process we concluded [Wednes]day opens new opportunities for our employees, customers, vendors and investors. We are grateful for the overwhelming support of all our stakeholders during this process and are excited to build on our 85-year legacy of innovation, reliability and efficiency." Shares of the Company's common stock will no longer trade on the OTC Pink Marketplace effective as of March 26, 2019. The Company intends to list its common stock on the New York Stock Exchange ("NYSE") as soon as possible. Kirkland & Ellis LLP is serving as legal advisor to Parker in connection with the restructuring. Moelis & Company is serving as Parker's investment banker, and Alvarez & Marsal is serving as its financial advisor. About Parker Drilling Company Houston-based Parker Drilling (OTC:PKDSQ) -- http://www.parkerdrilling.com/-- provides drilling services and rental tools to the energy industry. The Company's Drilling Services business serves operators in the inland waters of the U.S. Gulf of Mexico utilizing Parker Drilling's barge rig fleet and in select U.S. and international markets and harsh environment regions utilizing Parker-owned and customer-owned equipment. The Company's Rental Tools Services business supplies premium equipment and well services to operators on land and offshore in the U.S. and international markets. Parker Drilling Company and 19 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-36958) on Dec. 12, 2018. Parker Drilling reported $937.2 million in assets and $695.5 million in liabilities as of Sept. 30, 2018. The Hon. Marvin Isgur is the case judge. Kirkland & Ellis LLP is serving as legal advisor to Parker in connection with the restructuring. Moelis & Company is serving as Parker's investment banker, and Alvarez & Marsal is serving as its financial advisor. Jackson Walker L.L.P. is the local and conflicts counsel. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP serves as legal advisor to the stakeholders that are parties to the RSA while Houlihan Lokey serves as financial advisor. No official committee of unsecured creditors has been appointed. PERFORMANCE POOL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Performance Pool Management Group, Inc. 12421 West 49th Avenue, Unit 1 Wheat Ridge, CO 80401 Business Description: Locally owned and operated since 1987, Performance Pool Management Group, Inc. -- https://www.perfpools.com -- specializes in providing pool and spa services. The Company offers maintenance, repairs, remodeling, and new construction services to commercial and residential clients. Performance Pools is also a retailer of ProTeam sanitizers, shocks, stabilizers, balancers, and algaecides. Chapter 11 Petition Date: April 1, 2019 Court: United States Bankruptcy Court District of Colorado (Denver) Case No.: 19-12522 Judge: Hon. Thomas B. McNamara Debtor's Counsel: Jeffrey S. Brinen, Esq. KUTNER BRINEN, P.C. 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 E-mail: jsb@kutnerlaw.com Total Assets: $1,533,634 Total Liabilities: $2,288,811 The petition was signed by Richard Dewberry, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cob19-12522.pdf PRECIPIO INC: Needs More Time to File its Form 10-K --------------------------------------------------- Precipio, Inc., has filed a Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for its fiscal year ended Dec. 31, 2018. Precipio said it is unable to file its Annual Report on Form 10-K within the prescribed period. The compilation, dissemination and review of the financial information required to be presented in the Form 10-K has imposed time constraints on the Company's management that have rendered timely filing of the Form 10-K impractical without undue hardship and expense to the Company. At this time, the Company expects to file the Form 10-K no later than the fifteenth calendar day following the prescribed due date, as permitted by Rule 12b-25. The Company anticipates a significant change in its results of operations during its fiscal year ended Dec. 31, 2018 compared to Dec. 31, 2017 resulting from expenses incurred during 2018 in connection with capital raises and post-merger operating costs. About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. The audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph. Marcum LLP, the Company's auditor since 2016, stated that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Precipio reported a net loss available to common stockholders of $33.21 million in 2017 and a net loss available to common stockholders of $4.08 million in 2016. As of Sept. 30, 2018, Precipio had $24.65 million in total assets, $15.47 million in total liabilities, and total stockholders' equity of $9.18 million. PRESCRIPTION ADVISORY: Noteholders Object to Plan Confirmation -------------------------------------------------------------- Joseph Studholme, R. Ross Holloway, and Elizabeth Leigh Gibsonv (Noteholders) object to the confirmation of the First Amended Plan of Reorganization of Prescription Advisory Systems & Technology, Inc. The Noteholders point out that Will Bast is serving as the DIP Lender, and the "DIP Obligations" are granted, among other things, super-priority administrative claim status. The Noteholders complain that it is axiomatic that administrative, no less super-priority administrative claims, must be paid, they cannot be treated by the Plan. The Noteholders further complain that the Plan does not comply with Bankruptcy Code section 1123(a)(1) because it seeks to enfranchise Mr. Bast's super-priority administrative claims. According to the Plan, the method for implementation is undefined litigation that may or may never be brought. The Noteholders assert this is not a Debtor acting as a fiduciary striving to maximize a return to its creditor constituency. The Noteholders complain that the Plan falls far short of what is required, rendering the Plan not feasible and certainly not in creditors' best interests; Bankruptcy Code section 1129(a)(5)(A)(i) requires the "proponent of the plan [to] disclos[e] the identity and affiliations of any individual proposed to serve, after confirmation of the plan, as a director, officer, or voting trustee of the debtor . . . ." According to the Noteholders, the Plan fails to do that. The Noteholders also point out that the Liquidation Analysis is fundamentally flawed. The Noteholders further point out tha it does not even identify the potential causes of action, their value or whether any party being released or exculpated is a target and who made that determination. According to the Noteholders, the Debtor is not operating profitably and has little cash, the Debtor has not demonstrated that reorganization will not be followed by liquidation. The Noteholders complain that the confirmation is inappropriate where the Plan relies on speculative litigation that may never be commenced. The Noteholders assert that the proposed Releases are overly broad and should be denied, the Disclosure Statement and Plan are devoid of any description of any cause action the Debtor possesses. The Noteholders further assert that absent a factual showing that that the Exculpated Parties made a substantial contribution to the Plan, the proposed releases and exculpation provisions need to be disallowed. Counsel to the Noteholders: Frederick B. Rosner, Esq. Jason A. Gibson, Esq. THE ROSNER LAW GROUP LLC 824 N. Market Street, Suite 810 Wilmington, Delaware 19801 Tel.: (302) 777-1111 Email: rosner@teamrosner.com gibson@teamrosner.com About Prescription Advisory Prescription Advisory Systems & Technology, Inc. -- https://pastrx.com/ -- is a privately held company that developed a prescription software to deal with prescription overdose epidemic. The Company's product PASTRx is a software that helps doctors treat patients with chronic pain and reduce the abuse of controlled substances. Benefits of PastRx include valuable medical information at a glance, ability to drill down for more detail, automatic checks for many patient risks, reduction in clerical work, and records of compliance. The company was incorporated in 2013 and is based in Jenkintown, Pennsylvania. Prescription Advisory Systems & Technology, Inc. sought bankruptcy protection on November 13, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-12601). In the petition signed by Richard G. Bunker, Jr., CEO, the Debtor estimated assets of $0 to $50,000 and liabilities of $1 million to $10 million. The Debtor tapped Bielli & Klauder, LLC as general counsel. PRO TANK PRODUCTS: K. Detienne Objects to Plan Confirmation ----------------------------------------------------------- Kim Detienne, a creditor, objects to the Fourth Amended Plan of Liquidation filed by Pro Tank Products. The Creditor complains that the Plan identifies Detienne as a Class VIII Unsecured Creditor when in fact he is a secured creditor as identified in his Proof of Claim filed at Claim No. 15. The Creditor points out that the Plan fails to address the complicated nature of the real property serving as collateral for the majority of the secured claims and fails to include the two additional Wildcat Properties in the Plan to Liquidate under Article IV of the Plan, although that is what was proposed to be liquidated, along with the property under the Plan, in the approved Disclosure Statement. According to the Creditor, Article IV, Paragraph 5 of the Plan states that Debtor will be vested with the authority to "sign deeds conveying title to Parcels 1 and 2 to a purchaser or purchasers after approval of the sale by the Court under Section 363 of the Bankruptcy Code free and clear of liens and of the interests." Creditor asserts that considering that Parcel 2 is not owned by the Debtor, but is owned by Wildcat Properties, the Plan is unclear as to how the Court has authority to vest the Debtor with authority to sign a deed conveying real property owned by a third-party, which property is clearly not property of the Estate under Section 541. Attorneys for Creditor Kim Detienne: Malcolm H. Goodrich, Esq. Maggie W. Stein, Esq. Goodrich & Reely, PLLC 2812 First Avenue North, Suite 301 P.O. Box 1899 Billings, MT 59103-1899 Telephone: (406) 256-3663 Email: malcolm@goodrichreely.com maggie@goodrichreely.com About Pro Tank Products Pro Tank Products is a privately held company based in Plentywood, Montana, that manufactures tanks and tank components. Pro Tank is affiliated with Marsh Land & Livestock, Inc. and Marsh Resources, LLC, both of which sought bankruptcy protection on Oct. 17 and Oct. 13, 2016, respectively (Bankr. D. Mont. Case Nos. 16-60999 and 16-61010). Pro Tank filed a Chapter 11 petition (Bankr. D. Mont. Case No. 17-61181) on Dec. 12, 2017. In the petition signed by Todd J. Marsh, its president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Benjamin P. Hursh presides over the case. Gary S. Deschenes, Esq., at Deschenes & Associates Law Offices, serves as bankruptcy counsel. PRO TANK PRODUCTS: TCFEF Objects to Disclosure Statement -------------------------------------------------------- Creditor TCF Equipment Finance, a Division of TCF National Bank ("TCFEF") objects to the Third Amended Disclosure Statement explaining Pro Tank Products's Fourth Amended Plan of Liquidation. According to TCFEF, in the Debtor's Third Amended Disclosure Statement, the Debtor indicates, the insurance proceeds will be paid to the parties secured on the real estate and administrative expenses, ahead of TCFEF's security interest in the insurance proceeds. TCFEF complains that the determination of the priority of payment of the insurance proceeds is disputed and cannot be determined in the Plan. Attorneys for Creditor TCF Equipment Finance, a Division of TCF National Bank: Sean Morris, Esq. Worden Thane P.C. 321 West Broadway, Suite 300 Missoula, Montana 59802 Telephone 406-721-3400 Facsimile 406-721-6985 Email: smorris@wordenthane.com About Pro Tank Products Pro Tank Products is a privately held company based in Plentywood, Montana, that manufactures tanks and tank components. Pro Tank is affiliated with Marsh Land & Livestock, Inc. and Marsh Resources, LLC, both of which sought bankruptcy protection on Oct. 17 and Oct. 13, 2016, respectively (Bankr. D. Mont. Case Nos. 16-60999 and 16-61010). Pro Tank filed a Chapter 11 petition (Bankr. D. Mont. Case No. 17-61181) on Dec. 12, 2017. In the petition signed by Todd J. Marsh, its president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Benjamin P. Hursh presides over the case. Gary S. Deschenes, Esq., at Deschenes & Associates Law Offices, serves as bankruptcy counsel. PROTEROS LLC: Amends Treatment of Secured Claims in New Plan ------------------------------------------------------------ Proteros LLC filed an amended Chapter 11 Plan and accompanying disclosure statement to amend the treatment of secured claims. Class 1 - Secured claim of Washoe County Treasurer are impaired with allowed secured claim of $9,063.17. The Allowed Class 1 Secured Claim of the Washoe County Treasurer will be paid in full, with all interest allowed under Nevada State Law. Class 2 - Secured claim of Wilshire are impaired with allowed secured claim of $2,372,500.00. The Allowed Class 2 Secured Claim of Wilshire shall be paid in full, with interest, in the amount provided for in the pre-bankruptcy agreement between Debtor and the Class 2 claimholder. Class 3 - Secured claim of David Michael & Kahtleen Geney are impaired with allowed secured claim $80,000.00. The Allowed Class 3 Secured Claim of Wilshire shall be paid in full, with interest, in the amount provided for in the pre-bankruptcy agreement between Debtor and the Class 3 claimholder. If all allowed claims under this Plan are not paid in full by June 1, 2019, the Bell Street Property will be listed for sale and all claims will be paid directly from any sale escrow. If the Bell Street Property has not been sold by May 31, 2020, all creditors will be allowed to pursue any state court remedies against the Debtor and/or the Bell Street Property. Payments and distributions under the Plan will be funded by either a sale of the Bell Street Property or from capital contributions from the Debtor's affiliates. A full-text copy of the Disclosure Statement dated March 21, 2019, is available at https://tinyurl.com/y3nz24m9 from PacerMonitor.com at no charge. About Proteros LLC Proteros LLC filed as a domestic limited liability company in Nevada on Nov. 1, 2005, according to public records filed with Nevada Secretary of State. Proteros sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-51330) on Nov. 23, 2018. 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 Bruce T. Beesley. Darby Law Practice, Ltd., is the Debtor's counsel. PYRATECH SECURITY: Unsecured Creditors to Get 100% in 72 Payments ----------------------------------------------------------------- Pyratech Security Systems, Inc., filed a Combined Chapter 11 Plan and Disclosure Statement. Class Three. Class Three consists of the claims of all unsecured creditors, if and when Allowed. The Debtor estimates that the unsecured claims in Class Three total $172,503.33. Each holder of an allowed claim in this class shall receive a 100% distribution on account of its allowed claim, exclusive of any post-petition interest, from the proceeds paid in by the Debtor to fund the Plan. The allowed claims in this Class shall receive 72 monthly pro-rata payments in the aggregate estimated amount of $2,395.88. Such distribution shall be paid contemporaneously with all claims in any senior class or group in an amount sufficient to pay 100% of every claim in this class within 72 months from the Effective Date. This Class is impaired. Class One. Class One shall consist of the Allowed Secured Claim of the Michigan Department of Treasury. Treasury has a claim in amount of $63,797.96, which is secured by a lien in all of the Debtor's interest in real and personal property. The Debtor shall pay Treasury monthly payments in the amount of $298.79 plus interest of 3.5% on account of their Allowed Secured Claim for a term equal to the number of months beginning with the first month after the Effective Date and the month which is one seventy-two (72) months after the Effective Date. This class is impaired. Class 2. Class Two shall consist of the Allowed Secured Claim of the City of Detroit. Detroit has a secured claim for unpaid taxes in the amount of $62,218.68. The Detroit claim is secured by a judgment lien on Debtor’s real and personal property, which is valued at $21,513.31. Debtor shall pay Detroit monthly payments in the amount of $0.00 on account of their Allowed Secured Claim. This class is impaired. Class Four. Class Four consists of the claims of the equity interest holders, if and when Allowed. Larry Teamer is the sole interest holder of Debtor and holds a claim in the amount of $153,374.00. Debtor shall pay $7,000 to the Debtor in exchange for 100% of the outstanding shares of the reorganized debtor on the Effective Date. Each holder of an allowed claim in this class shall receive a 100% distribution on account of its allowed claim, exclusive of any post-petition interest, from the proceeds paid in by the Debtor to fund the Plan. Such distribution shall be paid after payment in full of all claims in any senior class or group. The holders of allowed claims shall be paid a lump sum distribution on account of their claims on or before 72 months after the Effective Date. This Class is impaired. The Debtor will continue to operate its commercial security business and will fund the Chapter 11 plan from the cashflow of the business. A full-text copy of the Disclosure Statement dated March 27, 2019, is available at http://tinyurl.com/y54meh7cfrom PacerMonitor.com at no charge. Pyratech Security Systems, Inc., filed a voluntary Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-55926) on November 27, 2018, and is represented by Ethan D. Dunn, Esq., at Maxwell Dunn, PLC. R & R TRUCKING: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on March 29 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of R & R Trucking, Inc. About R & R Trucking Inc. R & R Trucking, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 19-00473) on March 1, 2019. At the time of the filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Frederick P. Corbit. The Debtor tapped Hames, Anderson, Whitlow & O'Leary as its legal counsel. REDIGI INC: April 30 Hearing on Disclosure Statement Approval ------------------------------------------------------------- The hearing to consider approval of the disclosure statement explaining ReDigi, Inc.'s Chapter 11 Plan will be on April 30, 2019 at 1:30 P.M. in United States Bankruptcy Court 1515 N. Flagler Dr., Room 801, Courtroom A West Palm Beach, FL 33401. Deadline for objections to disclosure statement will be on April 23, 2019. About ReDigi Inc. ReDigi Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-20809) on August 3, 2016. The petition was signed by John Mark Ossenmacher, CEO. At the time of the filing, the Debtor had $250 in total assets and $6,590,000 in total liabilities. The Debtor employed Shraiberg, Landau & Page, P.A. as bankruptcy counsel, and Baker & Hostetler LLP as special counsel. No official committee of unsecured creditors has been appointed. SANCILIO PHARMACEUTICALS: TXMD Objects to Disclosure Statement -------------------------------------------------------------- TherapeuticsMD, Inc., objects to the Combined Disclosure Statement and Chapter 11 Plan of Liquidation Proposed by the Debtors and the Official Committee of Unsecured Creditors. According to TXMD the Plan does not account for TXMD's claims against debtor Sancilio & Company, Inc., to enforce certain non-monetary provisions of SCI's agreements with TXMD. TXMD points out that in each of the Contracts, SCI assigns to TXMD ownership of any and all intellectual property rights. TXMD further points out that SCI is also required to "take all reasonable steps and execute all documents as [TXMD] may reasonably request to transfer to and vest in [TXMD] the ownership and registration of all intellectual property rights that may exist" in Project IP. TXMD complains that to date, SCI has failed to honor TXMD’s reasonable requests. Because SCI has not taken this reasonable step, it is in continuing breach of and default under each of the Contracts. TXMD asserts that The Plan should be amended to require the Debtors to either (i) enforce the Confidentiality and IP Assignment Agreements against SCI's former employees as to all Project IP on a continuing basis, or (ii) assign the Confidentiality and IP Assignment Agreements to TXMD so that TXMD may enforce Confidentiality and IP Assignment Agreements as needed. According to TXMD, the Plan should be amended to clarify that Sancilio does not fall within the definition of "Released Party" or "Exculpated Party." TXMD holds multiple claims against Sancilio. Counsel to TherapeuticsMD, Inc.: Christopher M. Samis, Esq. WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre 405 North King Street, Suite 500 Wilmington, Delaware 19801 Telephone: (302) 353-4144 Facsimile: (302) 661-7950 Email: csamis@wtplaw.com -- and -- Matthew D. Lee, Esq. FOLEY & LARDNER LLP 150 East Gilman Street, Suite 5000 Madison, WI 53703 Telephone: (608) 258-4203 Facsimile: (608) 258-4258 Email: mdlee@foley.com About Sancilio Pharmaceuticals Headquartered in Riviera Beach, Florida, Sancilio -- https://www.sancilio.com/ -- is a private pharmaceutical development and manufacturing company. Sancilio Pharmaceuticals Company, Inc., along with affiliates Sancilio & Company, Inc., and Blue Palm Advertising Agency, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11333) on June 6, 2018. Sancilio Pharmaceuticals estimated $10 million to $50 million in assets and liabilities. The Hon. Christopher S. Sontchi is the case judge. The Debtors tapped Greenberg Traurig, LLP as counsel; MCA Financial Group, Ltd. as financial advisor; and JND Corporate Restructuring as claims agent. The Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on July 3, 2018. The Committee tapped Drinker Biddle & Reath LLP as its legal counsel; and Emerald Capital Advisors as its financial advisor. SEED TO SCALE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on March 28 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Seed to Scale Academy LLC. About Seed to Scale Academy LLC Seed to Scale Academy LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Alaska Case No. 19-00046) on February 14, 2019. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of less than $500,000. The case has been assigned to Judge Gary Spraker. The Debtor tapped Beaty & Draeger Ltd. as its legal counsel. SENIOR CARE: Court Okays Sabra Health Settlement Agreement ---------------------------------------------------------- Sabra Health Care REIT, Inc. on March 29, 2019, disclosed that the settlement agreement between the Company and Senior Care Centers has been approved by the bankruptcy court. As previously announced, Sabra entered into agreements to sell 28 facilities owned by Sabra and currently operated by Senior Care Centers (the "Senior Care Centers Sale Facilities") for $282.5 million and to discharge our claims against Senior Care Centers in exchange for certain settlement payments from Senior Care Centers as well as their assistance in facilitating an orderly transfer of the Senior Care Centers Sale Facilities to the proposed buyer’s designated operators. The settlement agreement with Senior Care Centers has now been approved by the bankruptcy court providing for, among other things, payments to Sabra totaling $9.5 million, of which $5 million will be payable concurrently with the sale and associated transition of the Senior Care Centers Sale Facilities scheduled to close on April 1, 2019, with the remaining $4.5 million to be paid on or before July 1, 2019. In connection with these settlement payments, the Company will recognize $6.2 million of post-petition rent. About Sabra Sabra Health Care REIT, Inc., a Maryland corporation, operates as a self-administered, self-managed real estate investment trust (a "REIT") that, through its subsidiaries, owns and invests in real estate serving the healthcare industry. Sabra leases properties to tenants and operators throughout the United States and Canada. About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Greenberg Traurig, LLP as counsel, and FTI Consulting, Inc., as its financial advisor. SILICON ALLEY: Court Confirms Plan of Reorganization ---------------------------------------------------- The Bankruptcy Court has confirmed Silicon Alley Group Inc.'s plan of reorganization. A full-text copy of the Modified Disclosure Statement dated December 7, 2019, is available at http://tinyurl.com/y3ms9atcfrom PacerMonitor.com at no charge. About Silicon Alley Silicon Alley Group Inc. filed a voluntary Chapter 11 petition (Bankr. D. N.J. Case No. 16-18244) on April 28, 2016, and is represented by Harrison Ross Byck, Esq., at Kauri Byck, LLC, in Edison, N.J. At the time of the filing, the Debtor estimated its assets at less than $50,000 and its liabilities exceeding $1 million. SIZMEK INC: Case Summary & 50 Largest Unsecured Creditors --------------------------------------------------------- Eight affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Sizmek Inc. (Lead Case) 19-10971 401 Park Avenue South, 5th Floor New York, NY 10016 Point Roll, Inc. 19-10972 Sizmek DSP, Inc. 19-10973 Sizmek Technologies, Inc. 19-10974 Wireless Artist LLC 19-10975 WirelessDeveloper, Inc. 19-10976 X Plus One Solutions, Inc. 19-10977 X Plus Two Solutions, LLC 19-10978 Business Description: Sizmek Inc., together with its Debtor and non-Debtor affiliates, operates an online advertising campaign management and distribution platform for advertisers, media agencies, and publishers. The Debtors and their non-Debtor affiliates, who have 1,114 employees worldwide, assist their clients with engaging a broad consumer audience in 21 countries across multiple online media channels by facilitating the implementation of targeted, data-driven advertising strategies which encompass all of the technology and intelligence necessary to execute effective global advertisement campaigns. The Debtors are headquartered in New York, New York, with operations and assets in the United States and abroad. For more information, visit https://www.sizmek.com. Chapter 11 Petition Date: March 29, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtors' Counsel: Stephen Hessler, Esq. Marc Kieselstein, P.C. KIRKLAND & ELLIS, LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: shessler@kirkland.com stephen.hessler@kirkland.com marc.kieselstein@kirkland.com - and - James H.M. Sprayregen, P.C. Justin R. Bernbrock, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: james.sprayregen@kirkland.com justin.bernbrock@kirkland.com Debtors' Financial Advisor: FTI CONSULTING INC. Debtors' Claims & Noticing Agent: STRETTO https://cases.stretto.com/sizmek Sizmek Inc.'s Estimated Assets: $100 million to $500 million Sizmek Inc.'s Estimated Liabilities: $100 million to $500 million The petition was signed by Mark Grether, president and CEO. A full-text copy of Sizmek Inc.'s petition is available for free at: http://bankrupt.com/misc/nysb19-10971.pdf List of Debtors' 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Index Exchange, Inc. Trade Payable $8,912,926 Mr. Andrew Casale 74 Wingold Avenue Toronto, ON M6B 1P5 Canada Tel: 416-785-5908 2. PubMatic, Inc. Trade Payable $7,339,230 Mr. Rajeev Goel 305 Main Street, First Floor Redwood City, CA 94063 United States Tel: 650-331-3485 Email: press@pubmatic.com 3. OpenX Technologies Inc. Trade Payable $5,918,022 Mr. John Gentry 888 East Walnut Street, 2nd Floor Pasadena, CA 91101 United States Tel: 626-204-0811 Email: marketing@openx.com 4. AppNexus, Inc. Trade Payable $5,279,740 Mr. Michael Rubenstein 28 West 23rd Street, Floor 4 New York, NY 10010 United States Tel: 646-825-6460 Email: pr@appnexus.com 5. Google Inc. Trade Payable $4,571,033 Attn: Legal Dept 111 8th Avenue, 10th Floor New York, NY 10011 United States Tel: 212-683-0001 6. AOL Advertising Inc. Trade Payable $4,132,474 Attn: Legal Dept 770 Broadway, 5th Floor New York, NY 10003 United States Tel: 212-426-1700 Email: press@oath.com 7. Rubicon Project Inc. Trade Payable $3,563,941 Mr. Michael G. Barrett 12181 Bluff Creek Drive, 4th Floor Los Angeles, CA 90094 United States Tel: 310-207-0272 Email: investor@rubiconproject.com 8. Bidswitch Inc. Trade Payable $2,938,061 Mr. Barry Adams 625 Broadway, 10th Floor New York, NY 10012 United States Tel: 646-762-2445 Email: sales@bidswitch.com 9. Media.net Advertising FZ-LLC Trade Payable $1,864,590 Mr. Vaibhav Arya 107/108, DIC Building 5 Dubai Internet City, Dubai 215028 United Arab Emirates Tel: 971-50-842 -6448 Email: advertisers@media.net 10. Vector Capital Professional $1,800,000 Management, LP Services Mr. Ron Baden One Market Street, Steuart Tower 23rd Floor San Francisco, CA 94105 United States Tel: 415-293-5000 Email: vectorcapital@vectorcapitalmgmt.com 11. Amazon Web Services Trade Payable $1,327,357 Emea Sarl Mr. Joseph DePalo 1200 12th Avenue South, Suite 1200 Seattle, WA 98144 United States Tel: 206-266-4064 12. Integral Ad Science, Inc. Trade Payable $1,183,829 Ms. Lisa Utzschneider 95 Morton Street, 8th Floor New York, NY 10014 United States Tel: 646-278-4871 Email: press@integralads.com 13. RhythmOne (US) Holdings Inc. Trade Payable $1,062,836 Mr. Richard O'Connor 251 Kearny Street, 2nd Floor San Francisco, CA 94108 United States Tel: 415-655-1450 Email: IR@rhythmone.com 14. Sovrn Inc. Trade Payable $1,006,093 Mr. Walter Knapp 1750 29th Street, Suite 2036 Boulder, CO 80301 United States Tel: 303-493-5490 Email: andy@sovrn.com 15. LiveRamp Corp. Trade Payable $1,004,449 Mr. Scott E. Howe 225 Bush Street, 17th Floor San Francisco, CA 94104 United States Tel: 866-352-3267 Email: investor.relations@liveramp.com 16. GumGum, Inc. Trade Payable $920,439 Mr. Ophir Tanz 1314 7th Street, 5th Floor Santa Monica, CA 90401 United States Tel: 844-522-7270 Email: PR@gumgum.com 17. Facebook, Inc. Trade Payable $864,116 Mr. Mark Elliot Zuckerberg 1601 Willow Road Menlo Park, CA 94025 United States Tel: 650-543-4800 18. Lohika Systems, Inc. Professional $803,715 Mr. Daniel Dargham Services 1001 Bayhill Drive, Suite 108 San Bruno, CA 94066 United States Tel: 650-753-2025 Email: info@lohika.com 19. EntIT Software LLC Trade Payable $739,348 Attn: Legal Dept One Irvington Center, 700 King Farm Boulevard Suite 400 Rockville, MD 20850-5736 United States Tel: 301-838-5000 Email: investors@microfocus.com 20. comScore Inc Trade Payable $673,497 Mr. Bryan J. Wiener 11950 Democracy Drive, Suite 600 Reston, VA 20190 United States Tel: 703-438-2000 Email: press@comscore.com 21. Placemedia, Inc. Trade Payable $618,949 Attn: Legal Dept 14930 Ventura Boulevard, Suite 210 Sherman Oaks, CA 91403 United States Tel: 818-285-0360 22. Sonobi Inc. Trade Payable $576,853 Mr. Michael Connolly 915 Broadway, Suite 1802 New York, NY 10010 United States Tel: 212-796-4579 Email: michael@sonobi.com 23. Equinix, Inc. Trade Payable $574,156 Mr. Charles J. Meyers One Lagoon Drive Redwood City, CA 94065 United States Tel: 800-322-9280 Email: invest@equinix.com 24. Cox Comet, LLC Professional $522,194 Attn: Legal Dept Services 1001 Summit Boulvard, Suite 1200 Atlanta, GA 30319 United States Tel: 404-843-5000 25. Oracle America Inc. Trade Payable $441,705 Attn: Legal Dept 500 Oracle Parkway Redwood City, CA 94065 United States Tel: 650-506-5200 26. Double Verify, Inc. Trade Payable $440,498 Attn: Mr. Nicola Allais 233 Spring Street, 4th Floor New York, NY 10013 United States Tel: 212-631-2111 27. Native Ads Inc Trade Payable $410,163 Attn: Legal Dept. 710 - 1090 W. Pender St Vancouver, BC V6E 2N7 Canada Tel: 855-981-8007 28. EMX Digital LLC Trade Payable $403,094 Attn: Legal Dept. 222 North LaSalle Street, Suite 1650 Chicago, IL 60601 United States Tel: 847-378-2240 29. SpotXchange, Inc. Trade Payable $398,990 Attn: Michael Shehan 11030 Circle Point Road, Suite 350 Westminister, CO 80020 United States Tel: 303-345-6650 30. Akamai Technologies, Inc. Professional $388,187 Attn: Dr. F. Thomson Leighton Services 150 Broadway Cambridge, WA 02142 United States Tel: 617-444-3000 31. Oath (Americas) Inc. Trade Payable $385,356 Attn: Mr. Don Neff 3700 Odonnell Street Baltimore, MD 21224 United States Tel: 410-537-8500 32. MoPub, Inc. Trade Payable $367,482 Attn: Mr. Jim Payne 1355 Market Street, Suite 900 San Francisco, CA 94103 United States Tel: 415-426-4200 33. Switch Trade Payable $366,000 Attn: Legal Department 7135 South Decatur Blvd. Las Vegas, NV 89118 United States 34. EMC Corp. Trade Payable $324,156 Attn: Denis G Cashman Ulica Inflancka 4A Hopkinton, MA 01848 United States Tel: 508-435-1000 35. District M Inc. Trade Payable $308,808 Attn: Mr. L. C. Genest 5455 de Gaspe Avenue, Suite 730 Montreal, QC H2T 3B3 Canada Tel: 888-881-6930 36. Telaria, Inc. Trade Payable $295,929 Attn: Mr. Mark S. Zagorski 222 Broadway, 16th Floor New York, NY 10038 United States Tel: 646-723-5300 Email: info@telaria.com 37. PulsePoint, Inc. Trade Payable $295,131 Attn: Mr. Sloan Gaon 360 Madison Avenue, 14th Floor New York, NY 10017 United States Tel: 212-706-4800 38. Internap Networks Professional $269,717 Services Corp. Services Attn: Legal Dept. 12120 Sunset Hills Road, Suite 330 Reston, VA 20190 United States Tel: 404-302-9700 39. Beachfront Media LLC Trade Payable $262,623 Attn: Legal Dept. 727 South Main Street Burbank, CA 91506 United States Tel: 818-237-5964 Email: info@beachfrontmedia.com 40. Neustar Information Trade Payable $257,659 Services, Inc. Attn: Mr. Paul S. Lalljie 21575 Ridgetop Circle Sterling, VA 20166 United States Tel: 571-434-5400 41. Smart Adserver Trade Payable $250,483 Attn: Mr. Cyrille Geffray 8-10 rue Saint Fiacre Paris, 75002 France Tel: 331-5-357-7965 42. Smaato Inc. Trade Payable $245,000 Attn: Legal Dept. 350 Fifth Avenue, Suite 7700 New York, NY 10118 United States Tel: 646-650-5030 Email: americas@smaato.com 43. Aztek Technologies (1984) Professional $244,418 Ltd Services Attn: Legal Dept. 12 Silver Aba Hilel Lod, 7129409 Israel Tel: 972-8918-1111 44. Nielsen Trade Payable $229,060 Attn: Legal Dept. 85 Broad Street New York, NY 10004 United States Tel: 800-864-1224 45. Outbrain Inc. Trade Payable $193,558 Attn: Mr. Yaron Galai 39 West 13th Street New York, NY 10011 United States Tel: 646-867-0149 46. Amsalem Business Travel LLC Trade Payable $150,000 Attn: Legal Dept. 1680 State Route 23 North, Suite140 Wayne, NJ 07470 United States 47. Evoque Dawn US Holdings LLC Trade Payable $140,232 Attn: Legal Dept. 17304 Preston Road, Suite 814 Dallas, TX Email: evoque@evoquedcs.com 48. Westminster Council Tax Trade Payable $136,220 Attn: Westminster Council PO Box 165, Erith, DA8 9DW UK 49. Eyeota Pte Ltd Professional $120,486 Attn: Legal Dept. Services 33 Irving Pl, 3rd Fl New York, NY 10003 50. Galil Software Professional $110,842 & Technologic Service Services Attn: Legal Dept. 2003 St. Industrial Area Nazareth, 16164 Israel Tel: 054-5656760 SOUTHCROSS ENERGY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Twenty-seven affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Southcross Energy Partners, L.P. (Lead Case) 19-10702 1717 Main Street, Suite 5300 Dallas, TX 75201 Southcross Energy Partners GP, LLC 19-10703 Southcross Energy Finance Corp. 19-10704 Southcross Energy Operating, LLC 19-10705 Southcross Energy GP LLC 19-10706 Southcross Energy LP LLC 19-10707 Southcross Gathering Ltd. 19-10708 Southcross CCNG Gathering Ltd. 19-10709 Southcross CCNG Transmission Ltd. 19-10710 Southcross Marketing Company Ltd. 19-10711 Southcross NGL Pipeline Ltd. 19-10712 Southcross Midstream Services, L.P. 19-10713 Southcross Mississippi Industrial Gas Sales, L.P. 19-10714 Southcross Mississippi Pipeline, L.P. 19-10715 Southcross Gulf Coast Transmission Ltd. 19-10716 Southcross Mississippi Gathering, L.P. 19-10717 Southcross Delta Pipeline LLC 19-10718 Southcross Alabama Pipeline LLC 19-10719 Southcross Nueces Pipelines LLC 19-10720 Southcross Processing LLC 19-10721 FL Rich Gas Services GP, LLC 19-10722 FL Rich Gas Services, LP 19-10723 FL Rich Gas Utility GP, LLC 19-10724 FL Rich Gas Utility, LP 19-10725 Southcross Transmission, LP 19-10726 T2 EF Cogeneration Holdings LLC 19-10727 T2 EF Cogeneration LLC 19-10728 Business Description: Southcross Energy -- http://www.southcrossenergy.com-- is a publicly traded company that provides midstream services to natural gas producers and customers, including natural gas gathering, processing, treatment and compression and access to natural gas liquid (NGL) fractionation and transportation services. Southcross also purchases and sells natural gas and NGLs. Its assets are located in South Texas, Mississippi and Alabama and include two cryogenic gas processing plants, a fractionation facility and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross is headquartered in Dallas, Texas. Chapter 11 Petition Date: April 1, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Mary F. Walrath Debtors' General Bankruptcy Counsel: Darren S. Klein, Esq. Steven Z. Szanzer, Esq. Benjamin M. Schak, Esq. Marshall S. Huebner, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Tel: (212) 450-4000 Fax: (212) 701-5800 E-mail: marshall.huebner@davispolk.com darren.klein@davispolk.com steven.szanzer@davispolk.com benjamin.schak@davispolk.com Debtors' Delaware Bankruptcy Counsel: Robert J. Dehney, Esq. Andrew R. Remming, Esq. Joseph C. Barsalona II, Esq. Eric W. Moats, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: rdehney@mnat.com aremming@mnat.com jbarsalona@mnat.com emoats@mnat.com Debtors' Financial Advisor: ALVAREZ & MARSAL Debtors' Investment Banker: EVERCORE GROUP L.L.C. Debtors' Notice & Claims Agent: KURTZMAN CARSON CONSULTANTS LLC http://www.kccllc.net/southcrossenergy Total Assets as of April 1, 2019: $610,452,000 Total Debts as of April 1, 2019: $614,260,000 The petitions were signed by Michael B. Howe, senior vice president and chief financial officer. A full-text copy of Southern Energy Partners, L.P.'s petition is available for free at: http://bankrupt.com/misc/deb19-10702.pdf Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Lewis Petro Properties, Inc. Trade Payable $3,045,830 10101 Reunion PL, Ste 1000 San Antonio, TX 78216 Attn: Garrett Glass Chief Financial Officer Tel: (713) 751-0589 Fax: (713) 751-0531 Email: info@lewisenergy.com 2. Marathon Oil EF LLC Trade Payable $1,314,137 5555 San Felipe Houston, TX 77056 Attn: Gary Wilson VP, Controller, & Chief Accounting Officer Tel: (713) 629-6600 Fax: (713) 296-4490 Email: gwilson@marathonoil.com 3. Urban Oil & Gas Group, LLC Trade Payable $1,064,422 1000 E. 14th Street, Suite 300 Plano, TX 75074 Attn: Bonnie Shea, President Tel: (972) 543-8800 Fax: (972) 543-7843 Email: bshea@urbanoilandgas.com 4. Sundance Energy Inc. Trade Payable $983,883 (fka Sea Eagle Ford LLC) 1155 Dairy Ashford Rd Houston, TX 77079 Attn: Eric McCrady, President Tel: (720) 390-6244 Fax: (303) 543-5701 Email: inquiries@sundanceenergy.net 5. Silverbow Resources Trade Payable $869,792 Operating LLC 575 N. Dairy Ashford Suite 1200 Houston, TX 77079-1121 Attn: Gleeson Van Riet Executive Vice President and Chief Financial Officer Tel: (281) 874-2163 Fax: (281) 874-2863 Email: gleeson.vanriet@gmail.com 6. Hilcorp Energy Co. Trade Payable $818,159 1201 Louisiana St., Ste 1400 Attn: Nicole Ortiz Houston, TX 77002 Attn: Shelbie Dezell Senior Vice President, Chief Financial Officer Tel: (713) 209-2400 Fax: (713) 209-2420 Email: sdezell@hilcorp.com 7. Occidental Chemical Corp Trade Payable $726,922 PO Box 594 Addison, TX 75001 Attn: Marcia E. Backus Chief Compliance Officer, General Counsel & SVP Tel: (713) 599-4155 Fax: (972) 448-6631 Email: marcia_backus@oxy.com 8. Trinity River Energy LLC Trade Payable $695,110 15021 Katy Freeway Houston, TX 77094 Attn: Mark Craner Vice President of Finance Tel: (817) 872-7800 Fax: (817) 872-7898 Email: mcraner@trinityriverenergy.com 9. Cokinos Energy, LLC Trade Payable $678,979 DBA Cokinos Energy Corporation 5718 Westheimer, Suite 900 Houston, TX 77057 Attn: Michael E. Cokinos President and CEO Tel: (713) 974-0101 Fax: (713) 952-6922 Email: michael@cokinosenergy.com 10. Rockall Energy Trade Payable $644,589 (FKA White Marlin Oil & Gas Company, LLC) 5851 Legacy Circle Ste 500 Plano, TX 75024 Attn: Lewis Gillies President & CEO Tel: (713) 595-3600 Fax: (281) 920-9192 11. Tellus Operating Group LLC Trade Payable $628,374 602 Crescent PL Ste 100 Ridgeland, MS 39157 Atttn: C. Michael Pumphrey General Counsel Tel: (601) 898-7444 Fax: (601) 898-7445 Email: mpumphrey@tellusoperating.com 12. Venado Oil & Gas Trade Payable $579,181 (DBA Vog Palo Verde LP) 13301 Galleria Circle Suite 300 Austin, TX 78738 Attn: Scott Garrick Chief Executive Officer Tel: (512) 518-2914 Fax: (512) 518-2910 Email: owner.relations@vogllc.com 13. El Dorado Oil & Gas, Inc. Trade Payable $506,642 1261 Pass Road Gulfport, MS 39501 Attn: Rick Spangle President Tel: (870) 918-0654 14. Virtex Operating Co Inc. Trade Payable $441,113 615 Upper North Broadway Ste 525, MT-168 Corpus Christi, TX 78477 Attn: Basil Phipps Vice President Tel: (361) 882-3046 Fax: (361) 882-2374 Email: bphipps@virtexoperating.com 15. Lamar Oil & Gas Inc. Trade Payable $384,012 4305 TX-35 Bus Rockport, TX 78382 Attn: David Pilgrim President Tel: (361) 727-3300 Fax: (361) 727-3457 16. Lonestar Resources US Inc. Trade Payable $383,180 (FKA Eagleford Gas 7, LLC) 111 Boland Street, Suite 300 Fort Worth, TX 76107 Attn: Frank D. Bracken Chief Executive Officer Tel: (817) 921-1889 Fax: (817) 806-5112 Email: frankbracken3@yahoo.com 17. Southern Energy Trade Payable $359,279 (FKA Gulf Pine Energy Operating LLC) 333-7th Avenue SW Ste 2400 Calgary, AB T2P 2Z1 Canada Attn: Calvin Yau Vice President, Finance and Chief Financial Officer Tel: (587) 287-5400 Fax: (403) 452-9249 Email: info@southernenergy.ca 18. Remora Operating, LLC Trade Payable $355,518 1717 W. 6th Street Austin, TX 78703 Attn: Andy Houser Vice President of Operations and Engineering Tel: (512) 579-3590 Email: ahouser@remoraenergy.com 19. Verdun Oil & Gas, LLC Trade Payable $354,657 55 Waugh Dr. Houston, TX 77007 Attn: Tim Nein President & CEO Tel: (713) 337-9291 Fax: (713) 800-7444 Email: tnein@verdunoilco.com 20. Ballard Natural Gas LLC Trade Payable $281,993 1021 Main Street, Suite 1250 Houston, TX 77002 Attn: Tim Spurlin Vice President Tel: (713) 658-0143 Fax: (713) 752-2297 ST. ALBANS CLEANERS: May 1 Plan Objection Deadline -------------------------------------------------- The Disclosure Statement explaining St. Albans Cleaners and Launderers, Inc.'s Chapter 11 Plan is conditionally approved. A hearing will be held at 1:30 p.m. on May 8, 2019, in Bankruptcy Courtroom A, 6400 Robert C. Byrd United States Courthouse, 300 Virginia Street East, Charleston, West Virginia, to consider and act upon Final approval of the Disclosure Statement and any objection thereto timely filed with the Court; and Confirmation of the Chapter 11 Plan and any objection thereto timely filed with the Court. May 1, 2019 is fixed as the last day to file and serve any written objection to the Disclosure Statement. May 1, 2019 is fixed as the last day to file and serve in any written objection to confirmation of the Chapter 11 Plan. May 1, 2019 is fixed as the last day to file acceptances or rejections of the Chapter 11 Plan. About St. Albans Cleaners and Launderers St. Albans Cleaners and Launderers, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 17-20432) on August 17, 2017. Lillian J. Edwards, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. Judge Frank W. Volk presides over the case. Pepper & Nason represents the Debtor as bankruptcy counsel. STRIDE ACADEMY, MN: S&P Cuts 2016A Lease Revenue Bond Rating to 'D' ------------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'D' from 'CC' on St. Cloud, Minn.'s series 2016A lease revenue bonds, issued for STRIDE Academy (Stride, or the academy). "The downgrade follows the academy's missed bond principal payment due on April 1, 2019, which constitutes a default 'D' under our criteria," said S&P Global Ratings credit analyst Kaiti Wang. The missed payment was permitted under the conditional waiver agreement that the academy signed with the trustee. S&P understands the bond's debt service reserve was not used to cover the principal payment. Management reports that it has requested a forbearance on its April 1, 2020 principal payment. S&P believes operations will remain pressured in fiscal 2020. The academy commenced operations in fall 2005. It served kindergarten through eighth grade (K-8) in one facility in St. Cloud, Minn. It has about 360 students enrolled in K-6 for fiscal 2019. The charter is authorized by Pillsbury United Communities for a three-year term through June 30, 2021. TITANIUM HOLDING: Seeks to Hire Jeffrey M. Sherman as Counsel ------------------------------------------------------------- Titanium Holding LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire the Law Offices of Jeffrey M. Sherman as its legal counsel. The firm will represent the Debtor in negotiations to resolve disputes, claims or other matters affecting the administration of its bankruptcy estate; assist in the preparation of a bankruptcy plan; and provide other legal services in connection with its Chapter 11 case. Jeffrey Sherman, Esq., disclosed in a court filing that his firm does not have any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Jeffrey M. Sherman, Esq. Law Offices of Jeffrey M. Sherman 1600 N. Oak Street, Suite 1826 Arlington VA 22209 Phone: (703)358-9568 Email: jeffreymsherman@gmail.com About Titanium Holding Titanium Holding LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-13595) on March 18, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of the same range. The case is assigned to Judge Wendelin I. Lipp. TORIKADE INC: U.S. Trustee Objects to Plan Confirmation ------------------------------------------------------- Daniel M. McDermott, the United States Trustee for Region 21, objects to confirmation of Torikade Inc.'s Plan of Reorganization, including all amendments, and final approval of the Disclosure Statement. The Trustee complains that the Debtor has not filed its monthly operating reports for December 2018, January 2019, and February 2019. About Torikade Inc. Torikade, Inc. operates child care centers in Seffner and Valrico, Florida. Torikade sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-05149) on June 21, 2018. In the petition signed by Deborah Mast, its member, the Debtor disclosed $743,882 in assets and $1.54 million in liabilities. TRINITY PUBLIC UTILITY, CA: S&P Puts Rev. Bond Rating on Watch Neg. ------------------------------------------------------------------- S&P Global Ratings has placed its ratings on Trinity Public Utility District, Calif.'s electric revenue bonds on CreditWatch with negative implications. "The CreditWatch placement reflects the district's exposure to claims relating to the 2017 Helena fire and its exposure to future wildfire liability due to the utility's operations within a California Public Utilities Commission's elevated fire threat zone. The district currently estimates that claims against it by those affected by the 2017 Helena wildfire could total $136 million," said S&P Global Ratings credit analyst Doug Snider. In November of 2017 a United States Forest Service (USFS) investigation determined that a power line operated by the district caused the fire. To date, the claimants have not commenced litigation and management asserts that the electric system infrastructure did not contribute to the fire. However, S&P views the latent claims as a significant exposure for the utility, and believe it is likely that a material portion of the claims will evolve into litigation given the USFS' findings. Trinity reported about $22 million of debt at fiscal-year-end 2018. "We believe that if the district were compelled to add debt to satisfy these claims, it could overwhelm its balance sheet and revenue requirements," Mr. Snider added. In addition, S&P considers the financial reserves the district maintains inadequate to satisfy exposure to potential claims of the magnitude it currently faces. Trinity maintains financial reserves of $8 million relative to these claims and the district's liability insurance, net of deductibles, can provide only another $9 million to satisfy claims if the utility faces an adverse ruling. Although Trinity exhibits what S&P considers favorable electric rates, the rating agency believes the district has limited ratemaking flexibility due to its customers' low income levels, the region's shallow economy, and the utility's limited customer base of about 7,300 accounts. S&P understands that under California law, courts can apply the principle of "inverse condemnation" to investor-owned and municipal electric utilities alike. The principle of inverse condemnation provides that, if a state actor or a company providing services to the public, like an electric utility, contributes to the destruction of property, whether or not through negligence, it can be held liable for damages to affected properties. Consequently, S&P believes that any fires that Trinity causes could expose the district to additional liability for damage to properties and the damages might be significant. Beyond the current claims, the district reports that about 90% of its service area territory is located in a California Public Utilities Commission Tier 2 elevated fire threat zone, which in S&P's view places it at a higher risk under inverse condemnation, relative to other municipal electric utilities S&P rates in California. The district covers 2,126 square miles of rugged, mountainous terrain and is the only public power agency with a full-requirements allocation from the Western Area Power Administration. It serves approximately 7,268 customers (95% of inhabited portions of Trinity County) and has annual sales of approximately 110,000 megawatt-hours. S&P expects to resolve the CreditWatch following its assessment of Trinity's exposure to claims relating to the Helena fire and its exposure to future wildfire liability due to the utility's operations within the commission's elevated fire threat zone. TSC DORSEY RUN: May 8 Approval Hearing on Disclosure Statement -------------------------------------------------------------- Bankruptcy Judge Thomas J. Catliota will convene a hearing on May 8, 2019 at 10:30 am to consider approval of TSC Dorsey Run Road - Jessup, LLC's disclosure statement in support of a chapter 11 plan. April 29, 2019 is fixed as the last day for filing and serving written objections to the Disclosure Statement. About TSC Dorsey Run Road-Jessup TSC Dorsey Run Road - Jessup, LLC, is a privately held company engaged in activities related to real estate. The Company is the fee simple owner of a property located at 7869 Dorsey Run Road in Jessup, Maryland having a current value of $2.45 million. TSC Dorsey Run Road - Jessup, LLC, based in Columbia, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-25597) on Nov. 28, 2018. The Hon. Michelle M. Harner presides over the case. The Law Offices of David W. Cohen, led by founding partner David W. Cohen, serves as bankruptcy counsel. In the petition signed by Bruce S. Jaffe, manager, the Debtor disclosed $2,450,000 in assets and $2,359,552 in liabilities. URUS GROUP: Disclosure Statement Hearing Set for May 2 ------------------------------------------------------ Bankruptcy Judge A. Jay Cristol is set to hold a hearing on May 2, 2019 at 2:00 p.m. to consider approval of Urus Group LLC's disclosure statement. The last day for filing and serving objections to the disclosure statement is April 25, 2019. About Urus Group LLC Urus Group LLC is a privately-held company whose principal assets are located at 2627 South Bayshore Drive, Miami, Florida. Urus Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-24730) on Nov. 27, 2018. At the time of the filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Jay A. Cristol. The Debtor tapped Richard Siegmeister P.A. as its legal counsel. W RESOURCES: Has $495K Estimated Admin. Expense Claim ----------------------------------------------------- W Resources, LLC, filed a third amended and supplemented disclosure statement in support of its Chapter 11 plan of liquidation to state that the Estate is currently administratively insolvent but projected to be administratively solvent in the future. The Debtor estimates that Professional Compensation Claims to be Allowed as of the Effective Date will approximate $495,000 in the aggregate, inclusive of the Debtor's Counsel and additional professionals, but not including any amount for Debtor's management, employed by the Debtor's estate. This estimate is based upon compensation and fee awards previously approved, and those fees and expenses anticipated to accrue through the Effective Date. SRB was awarded fees and expenses totaling $156,847.18 on an interim basis on January 9, 2019. Due to the unsuccessful nature of the recently held Montana auction, Hall & Hall agreed to waive its 4% commission and was paid its $25,000 marketing fee by secured creditors at the closing of the sale. Tri-Cor was paid its approved commission of $250,808.00 at the closing of the sale of the Debtor's property in Zachary, Louisiana, from an allowed carve out. The Debtor under-reported the payoff of the first mortgage associated with the sale of it hangar in the sum of roughly $2 million. The Debtor is amending its erroneous monthly operating report to correct this error and the correction will generate a 1% fee to the U.S. Trustee. Additionally, creditors should be aware that the U.S. Trustee takes the position that the term "disbursements" in 28 U.S.C Section 1930(a)(6) includes the credit provided a debtor from a secured creditor in a credit sale. If the U.S. Trustee's interpretation of Section 1930(a)(6) is correct, the estate will have an additional administrative burden of roughly $89,110.89 due the U.S. Trustee. The Debtor is requesting some $70,000 in the motion before the Court. The Liquidating Trustee shall receive as compensation for services: (i) one (1%) percent of proceeds distributed to secured creditors, and; (ii) three (3%) percent of all other proceeds distributed by the Trust, other than that distributed to the Co-Trustees. The Affiliated Claim Administrator shall receive compensation at the hourly rate of $450.00 To the extent that Proceeds remain from a disposition of Property of the Liquidating Trust that constitutes Collateral of a Secured Creditor after payment of any and all Allowed Secured Claims for which such Property stands as Collateral therefor, or, to the extent that Proceeds remain from a disposition of Property not subject to a Lien securing any Allowed Secured Claim, such Proceeds shall first be used to satisfy Trust Expenses. The Liquidating Trustee may reserve from such Proceeds an amount deemed advisable to serve as a reserve for future Trust Expenses anticipated to be incurred by the Liquidating Trust. Proceeds remaining after satisfaction of Trust Expenses and net of those Proceeds reserved by the Liquidating Trustee for the Trust Expense Reserve shall constitute "Net Liquidation Trust Proceeds." Any Distributions to be made by the Liquidating Trustee to Holders of Allowed Class 1a,1b, 2, 3, 4 or 5 Claims or Equity Interests, shall be made in accordance with the distribution scheme set forth in Section 6.3 of the Plan, and subject to the provisions of Section 6.6 of the Plan. The Debtor cannot anticipate precisely when such distributions will occur. The Liquidating Trust will consist of some Cash but mostly real property and Causes of Action. The Liquidating Trust will require use of some cash to fund ongoing Liquidating Trust expenses. The Debtor anticipates that as immovable (real) property is sold, or Causes of Action are liquidated, the Liquidating Trust will generate sufficient proceeds not only to fund ongoing and anticipated Trust Expenses but also to fund distributions to Holders of Allowed Claims in accordance with the priority of payment provisions contained in Section 6.3 of the Plan. Timing of such payments, however, will depend on numerous factors, including but not limited to: (i) timing of sales of real property; (ii) sales price for such property; (iii) whether excess proceeds or carve-outs from such sale could be generated; (iv) length of litigation of Causes of Action; (v) success in prosecution of such Causes of Action; (vi) cost of litigation of such Causes of Action; (vii) whether allowable deficiency claims exist which would dilute Class 8 Claims; (viii) whether disputes exist to amount or allowability of filed claims; (ix) length of litigation to resolve such claim disputes; and (x) cost of litigating such claim disputes. Under the circumstances, specific timing of payments to Holders of Allowed Claims is impossible to accurately predict (or even estimate). Chapter 11 Administrative Expense Claims include, among other things, accrued professional (but not managerial) fees and are currently estimated to be roughly $495,000 at confirmation. However, creditors should be aware that the U.S. Trustee takes the position that the term "disbursements" in 28 U.S.C Section 1930(a)(6) includes the credit provided a debtor from a secured creditor in a credit sale. If the U.S. Trustee's interpretation of Section 1930(a)(6) is correct, the estate will have an additional administrative burden of roughly $89,110.89 due the UST. A blacklined version of the Third Amended and Supplemented Disclosure Statement dated March 21, 2019, is available at https://tinyurl.com/yyw62ver from PacerMonitor.com at no charge. About W Resources W Resources, LLC, is a privately-owned company in Baton Rouge, Louisiana, engaged in activities related to real estate. It is a holding company with a diverse set of raw and recreational land, farming and hunting operations, an aircraft hangar, oil and gas interests, and equity-based interests. W Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 18-10798) on July 23, 2018. In the petition signed by Dwayne M. Murray, Chapter 11 trustee for Michael Worley, manager, the Debtor estimated assets and liabilities of $50 million to $100 million each. The Debtor hired Stewart Robbins & Brown, LLC, as its legal counsel. Horne LLP serves as accountant. WITTER HARVESTING: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Witter Harvesting, Inc. P.O. Box 1209 Okeechobee, FL 34973 Business Description: Witter Harvesting provides agricultural or crop harvesting services in Okeechobee, Florida. Chapter 11 Petition Date: March 29, 2019 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Case No.: 19-14063 Judge: Hon. Mindy A. Mora Debtor's Counsel: Dana L. Kaplan, Esq. KELLEY & FULTON, PL 1665 Palm Beach Lakes Blvd #1000 W Palm Beach, FL 33401 Tel: 561-491-1200 Fax: 561-684-3773 E-mail: dana@kelleylawoffice.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kenneth Leroy Yates, authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb19-14063.pdf YUMA ENERGY: Terminates CEO Sam Banks ------------------------------------- Yuma Energy, Inc., has terminated the employment of Sam L. Banks, the Company's chief executive officer, effective as of March 27, 2019. On March 28, 2019, the Company appointed Anthony C. Schnur, age 53, as interim chief executive officer, in addition to his position as chief restructuring officer of the Company. Mr. Schnur has served as chief restructuring officer of the Company since March 1, 2019. He has served as managing director of Capodian, LLC since September 2017. From December 2012 through June 2017, Mr. Schnur was a director and chief executive officer of Camber Energy, Inc. (formerly Lucas Energy, Inc.). Mr. Schnur also served as chief financial officer of Camber from November 2012 to April 2013 and interim chief financial officer from September 2013 to August 2016. From January 2010 through October 2012, Mr. Schnur served as chief financial officer of Chroma Oil & Gas, LP, a private equity backed oil and gas exploration and production with operations in Texas and Louisiana. From August 2015 through December 2016, Mr. Schnur served on the Board of Directors of Tombstone Exploration Corporation, an exploration and development company, located within the historic Tombstone Mining District, Cochise County, Arizona. Mr. Schnur obtained a Bachelor of Science in Business Administration in Finance from Gannon University in 1987 and a Masters of Business Administration from Case Western Reserve University in 1992. Mr. Schnur is a member of the Independent Petroleum Association of America; Texas Independent Producers & Royalty Owners Association; and the ADAM-Houston, Acquisitions and Divestitures Group. Mr. Schnur will not receive any additional compensation from the compensation he receives as chief restructuring officer. About Yuma Energy Yuma Energy, Inc. -- http://www.yumaenergyinc.com/-- is an independent Houston-based exploration and production company focused on acquiring, developing and exploring for conventional and unconventional oil and natural gas resources. Historically, the Company's operations have focused on onshore properties located in central and southern Louisiana and southeastern Texas where it has a long history of drilling, developing and producing both oil and natural gas assets. More recently, the Company has begun acquiring acreage in Yoakum County, Texas, with plans to explore and develop oil and natural gas assets in the Permian Basin. The Company has operated positions in Kern County, California, and non-operated positions in the East Texas Woodbine and the Bakken Shale in North Dakota. Its common stock is listed on the NYSE American under the trading symbol "YUMA." Yuma incurred a net loss attributable to common stockholders of $6.80 million in 2017, following a net loss attributable to common stockholders of $42.65 million in 2016. As of Sept. 30, 2018, the Company had $83.34 million in total assets, $47.58 million in total current liabilities, $11.31 million in total other non-current liabilities, and $24.44 million in total equity. Liquidity and Capital Resources The Company's primary and potential sources of liquidity include cash on hand, cash from operating activities, borrowings under its revolving credit facility, proceeds from the sales of assets, and potential proceeds from capital market transactions, including the sale of debt and equity securities. The Company's cash flows from operating activities are subject to significant volatility due to changes in commodity prices, as well as variations in its production. The Company is subject to a number of factors that are beyond its control, including commodity prices, its bank's determination of its borrowing base, production declines, and other factors that could affect its liquidity and ability to continue as a going concern. As of Sept. 30, 2018, the credit facility had a borrowing base of $35.0 million. On Oct. 9, 2018, the Company received a notice and reservation of rights from the administrative agent under its Credit Agreement advising that an event of default has occurred and continues to exist by reason of the Company's noncompliance with the liquidity covenant requiring it to maintain cash and cash equivalents and borrowing base availability of at least $4.0 million. As a result of the default, the lenders may accelerate the outstanding balance under the Credit Agreement, increase the applicable interest rate by 2.0% per annum or commence foreclosure on the collateral securing the loans. As of Nov. 14, 2018, the lenders have not accelerated the outstanding amount due and payable on the loans, increased the applicable interest rate or commenced foreclosure proceedings, but they may exercise one or more of these remedies in the future. The Company intends to commence discussions with the lenders under the Credit Agreement concerning a forbearance agreement or waiver of the event of default; however, there can be no assurance that the Company and the lenders will come to any agreement regarding a forbearance or waiver of the event of default. The Company initiated several strategic alternatives to mitigate its limited liquidity, its financial covenant compliance issues, and to provide it with additional working capital to develop its existing assets. During the second quarter of 2018, the Company agreed to sell its Kern County, California properties for $4.7 million in gross proceeds and the buyer's assumption of certain plugging and abandonment liabilities of approximately $864,000, and received a non-refundable deposit of $275,000. The sale did not close as scheduled, and the buyer forfeited the deposit. The Company currently anticipates that it will close the sale with the same buyer in the fourth quarter of 2018 on re-negotiated terms. Upon closing, the Company anticipates that the majority of the proceeds will be applied to the repayment of borrowings under the credit facility; however, there can be no assurance that the transaction will close. On Aug. 20, 2018, the Company sold its 3.1% leasehold interest consisting of 9.8 net acres in one section in Eddy County, New Mexico for $127,400. On Oct. 23, 2018, the Company sold substantially all of its Bakken assets in North Dakota for approximately $1.16 million in gross proceeds and the buyer's assumption of certain plugging and abandonment liabilities of approximately $15,200. The Bakken assets represent approximately 12 barrels of oil equivalent per day of its production in the third quarter. On Oct. 24, 2018, the Company sold certain deep rights in undeveloped acreage located in Grady County, Oklahoma for approximately $120,000. Proceeds of $1.0 million from these non-core asset sales were applied to the repayment of borrowings under the credit facility in October 2018, bringing the current outstanding balance and borrowing base under the credit facility to $34.0 million, with the balance of the proceeds used for working capital purposes. In addition, the Company has reduced its personnel by nine employees since Dec. 31, 2017, a 26% decrease. This brings the Company's headcount to 25 employees as of Sept. 30, 2018. The Company have taken additional steps to further reduce its general and administrative costs by reducing subscriptions, consultants and other non-essential services, as well as eliminating certain of its capital expenditures planned for 2018. On Oct. 22, 2018, the Company retained Seaport Global Securities LLC as its exclusive financial advisor and investment banker in connection with identifying and potentially implementing various strategic alternatives to improve its liquidity issues and the possible disposition, acquisition or merger of the Company or its assets. "We plan to take further steps to mitigate our limited liquidity, which may include, but are not limited to, further reducing or eliminating capital expenditures; selling additional assets; further reducing general and administrative expenses; seeking merger and acquisition related opportunities; and potentially raising proceeds from capital markets transactions, including the sale of debt or equity securities. There can be no assurance that the exploration of strategic alternatives will result in a transaction or otherwise improve our limited liquidity," the Company stated in its Quarterly Report for the period ended Sept. 30, 2018. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***